Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Deferred revenue from related parties | $ 10,309 | $ 12,502 |
| Deferred revenue, net of current portion from related parties | $ 131,188 | $ 148,319 |
| Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
| Preferred stock shares authorized | 200,000,000 | 200,000,000 |
| Preferred stock shares issued | 0 | 0 |
| Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands |
12 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
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| Biosecurity revenue: | |||||||||
| Total revenue | $ 477,706 | $ 313,837 | $ 76,657 | ||||||
| Costs and operating expenses: | |||||||||
| Research and development | 1,052,643 | 1,149,662 | 159,767 | ||||||
| General and administrative expenses | 1,429,799 | 862,952 | 38,306 | ||||||
| Total operating expenses | 2,686,658 | 2,142,304 | 213,684 | ||||||
| Loss from operations | (2,208,952) | (1,828,467) | (137,027) | ||||||
| Other income (expense): | |||||||||
| Interest income | 20,262 | 837 | 2,582 | ||||||
| Interest expense | (106) | (2,373) | (2,385) | ||||||
| (Loss) gain on equity method investments: | (43,761) | (77,284) | (396) | ||||||
| Loss on investments | (53,335) | (11,543) | (3,733) | ||||||
| Change in fair value of warrant liabilities | 124,970 | 58,615 | 0 | ||||||
| Gain on settlement of partnership agreement | 0 | 23,826 | 8,286 | ||||||
| Gain on deconsolidation of subsidiaries | 31,889 | 0 | 0 | ||||||
| Other income (expense), net | 7,634 | (1,733) | 7,839 | ||||||
| Total other income (expense), net | 87,553 | (9,655) | 12,193 | ||||||
| Loss before income taxes | (2,121,399) | (1,838,122) | (124,834) | ||||||
| Income tax (benefit) provision | (15,027) | (1,480) | 1,889 | ||||||
| Net loss | (2,106,372) | (1,836,642) | (126,723) | ||||||
| Loss attributable to non-controlling interest | (1,443) | (6,595) | (114) | ||||||
| Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders | $ (2,104,929) | $ (1,830,047) | $ (126,609) | ||||||
| Net loss per share attributable to Ginkgo Bioworks Holdings, Inc. common stockholders (2): | |||||||||
| Basic | $ (1.25) | $ (1.35) | $ (0.10) | ||||||
| Diluted | $ (1.25) | $ (1.39) | $ (0.10) | ||||||
| Weighted average common shares outstanding (2) | |||||||||
| Basic | 1,679,061,465 | 1,359,848,803 | 1,274,766,915 | ||||||
| Diluted | 1,679,838,849 | 1,360,373,343 | 1,274,766,915 | ||||||
| Comprehensive loss: | |||||||||
| Net loss | $ (2,106,372) | $ (1,836,642) | $ (126,723) | ||||||
| Other comprehensive loss: | |||||||||
| Foreign currency translation adjustment | (917) | (1,715) | |||||||
| Total other comprehensive loss | (917) | (1,715) | |||||||
| Comprehensive loss | (2,107,289) | (1,838,357) | (126,723) | ||||||
| Product | |||||||||
| Biosecurity revenue: | |||||||||
| Total revenue | 35,455 | 23,040 | 8,707 | ||||||
| Costs and operating expenses: | |||||||||
| Cost of Biosecurity revenue | 20,646 | 20,017 | 6,705 | ||||||
| Service | |||||||||
| Biosecurity revenue: | |||||||||
| Total revenue | 298,585 | 177,808 | 8,729 | ||||||
| Costs and operating expenses: | |||||||||
| Cost of Biosecurity revenue | 183,570 | 109,673 | 8,906 | ||||||
| Foundry Revenue [Member] | |||||||||
| Biosecurity revenue: | |||||||||
| Total revenue | [1] | $ 143,666 | $ 112,989 | $ 59,221 | |||||
| |||||||||
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Income Statement [Abstract] | |||
| Revenue from related parties | $ 38,813 | $ 47,161 | $ 42,535 |
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Statement of Cash Flows [Abstract] | |||
| Accounts Receivable From Related Parties | $ 3,040 | $ 614 | $ (995) |
| Deferred revenue from related parties | (19,324) | $ 40,743 | $ (22,253) |
| Reverse recapitalization redemption amount | 867,253 | ||
| Notes Receivable, Related Parties | 10,000 | ||
| Deferred Offering Costs | $ 108,118 | ||
Organization and Basis of Presentation |
12 Months Ended |
|---|---|
Dec. 31, 2022 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Organization and Basis of Presentation | 1. Organization and Basis of Presentation Business The mission of Ginkgo Bioworks Holdings, Inc. (“Ginkgo” or the “Company”) is to make biology easier to engineer. The Company designs custom cells for customers across multiple markets. Since inception, the Company has devoted its efforts to improving its platform for programming cells to enable customers to leverage biology to create impactful products across a range of industries. The Company’s platform comprises (i) equipment, robotic automation, software, data pipelines and tools, and standard operating procedures for high throughput genetic engineering, fermentation, and analytics (referred to collectively as the “Foundry”), (ii) a library of proprietary genetic assets and associated performance data (referred to collectively as “Codebase”), and (iii) the Company’s team of expert users, developers and operators of the Foundry and Codebase. On September 16, 2021, Soaring Eagle Acquisition Corp. (“SRNG”) consummated the merger transaction contemplated by the agreement and plan of merger, dated as of May 11, 2021, and amended on May 14, 2021 (the “Merger Agreement”), by and among SRNG, SEAC Merger Sub Inc., a wholly owned subsidiary of SRNG (“Merger Sub”), and Ginkgo Bioworks, Inc. (“Old Ginkgo”), whereby Merger Sub merged with and into Old Ginkgo, the separate corporate existence of Merger Sub ceased and Old Ginkgo survived the merger as a wholly owned subsidiary of SRNG (the “SRNG Business Combination”). In connection with the consummation of the SRNG Business Combination, SRNG changed its name to “Ginkgo Bioworks Holdings, Inc.” and, among other transactions contemplated by the Merger Agreement, the existing equity holders of Old Ginkgo exchanged their equity interests of Old Ginkgo for equity interests of Ginkgo.
As a result of the SRNG Business Combination, the shares and corresponding capital amounts and loss per share related to Old Ginkgo’s outstanding convertible preferred stock and common stock prior to the SRNG Business Combination have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. See Note 3 for additional information on the SRNG Business Combination. |
Summary of Significant Accounting Policies |
12 Months Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | |||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||
| Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The SRNG Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, SRNG was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Ginkgo issuing stock for the net assets of SRNG, accompanied by a recapitalization. The net assets of SRNG are stated at historical cost, with no goodwill or other intangible assets recorded. The determination of Old Ginkgo as the accounting acquirer was primarily based on the fact that Old Ginkgo’s former shareholders currently have the largest voting interest in Ginkgo, all of the management of Ginkgo is comprised of Old Ginkgo’s former executive management, Old Ginkgo's former directors and individuals designated by, or representing, Old Ginkgo shareholders constitute a majority of the initial Ginkgo Board, and the operations of Old Ginkgo comprise all of the ongoing operations of Ginkgo.
The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Old Ginkgo. The shares and corresponding capital amounts and loss per share prior to the Reverse Recapitalization have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, majority owned subsidiaries and variable interest entities if the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Variable Interest Entities The Company evaluates its variable interests in variable interest entities (“VIE”) and consolidates VIEs when the Company is the primary beneficiary. The Company determines whether it is the primary beneficiary of each VIE based on its assessment of whether the Company possesses both (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses that could be significant to the VIE or the right to receive benefits that could be significant to the VIE. The Company reevaluates the accounting for its VIEs upon the occurrence of events that could change the primary beneficiary conclusion. As of December 31, 2022 and 2021, the maximum risk of loss related to the Company’s VIEs was limited to the carrying value of its investment in such entities. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent liabilities in the consolidated financial statements. Estimates used in the preparation of these consolidated financial statements include, among others, revenue recognition, stock-based compensation, the fair value of assets acquired and liabilities assumed in a business combination, the fair value of non-cash consideration received from customers, the fair value of certain notes receivable, the fair value of certain investments including equity method investments, the fair value of warrant liabilities, the allocation of equity method investment losses under the hypothetical liquidation at book value (“HLBV”) method, the incremental borrowing rate used in determining lease liabilities, allowance for credit losses, accrued expenses and income taxes. The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Reported amounts and disclosures reflect the overall economic conditions that management believes are most likely to occur, and the anticipated measures management intends to take. Actual results could differ materially from those estimates. All revisions to accounting estimates are recognized in the period in which the estimates are revised. Segment Information Prior to 2022, the Company operated as a single reportable segment. In the first quarter of 2022, the Company reorganized its operations into two operating and reportable segments: Foundry and Biosecurity. The reorganization reflects changes made to the Company’s internal management structure and how the Company’s chief operating decision makers (“CODMs”), comprised of the Chief Executive Officer and the Chief Operating Officer, evaluate operating results and make decisions on how to allocate resources. All prior-period comparative segment information was recast to reflect the current reportable segments in accordance with ASC 280, Segment Reporting. The Company’s CODMs do not evaluate operating segments using asset information. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, accounts receivable, and notes receivable. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company is exposed to credit risk on its cash, cash equivalents and restricted cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company believes that it is not exposed to significant credit risk as its deposits are generally held in financial institutions that management believes to be of high credit quality; however, the Company is exposed to loss of its uninsured deposits held at Silicon Valley Bank (see Note 21). The Company’s accounts receivable primarily consists of amounts due under its Biosecurity contracts; however, concentrations of credit risk associated with these contracts are limited because the customer base is largely made up of state government agencies. The Company has not experienced any material write-offs related to its accounts receivable since inception. The Company’s maximum credit risk exposure with respect to notes receivable is equivalent to the carrying value of the notes as of the balance sheet date. The Company mitigates this risk by requiring collateral for certain notes and monitoring the counterparty’s financial condition. Refer to Note 21 for further discussion regarding the potential impacts of the closure of Silicon Valley Bank to the Company’s accounts and notes receivable. For the year ended December 31, 2022, two customers within the Biosecurity segment each account for 11% of the Company’s total revenue. For the year ended December 31, 2021, one customer within the Foundry segment and one customer within the Biosecurity segment accounted for 11% and 17%, respectively, of the Company’s total revenue. For the year ended December 31, 2020, two customers within the Foundry segment accounted for 27% and 12% of the Company’s total revenue. No other customer exceeded 10% of the Company’s total revenue in any period presented. Cash and Cash Equivalents The Company’s cash is comprised of bank deposits, overnight sweep accounts and money market funds. The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. The carrying value of the Company’s cash and cash equivalents approximate fair value due to their short-term maturities. Restricted Cash Restricted cash primarily includes cash balances collateralizing letters of credit associated with the Company’s facility leases and a customer prepayment requiring segregation and restrictions in its use in accordance with the customer agreement. Restricted cash is included in prepaid expenses and other current assets and other non-current assets on the consolidated balance sheet. Accounts Receivable, net Accounts receivable consists of credit extended to customers in the normal course of business and is reported at the estimated net realizable value. Accounts receivable includes unbilled amounts that have been recognized in revenue but have not yet been invoiced based on timing differences and the terms of the underlying arrangements. Prior to the Company’s adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), the Company maintained an allowance for doubtful accounts to provide for the estimated amounts of accounts receivable that would not be collected. The allowance was based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. Subsequent to the adoption of ASU 2016-13, the Company maintains an allowance for credit losses for its outstanding accounts receivable.
Allowance for Credit Losses The Company maintains an allowance for credit losses to provide for the estimated amounts of receivables that will not be collected over the estimated life of the assets. The allowance is calculated by considering previous loss history, delinquency of receivables balances, current economic conditions and anticipated future economic conditions in the geographies and industries in which the Company’s customers operate. To the extent an individual customer’s credit quality deteriorates, the Company measures an allowance based on the risk characteristics of the individual customer. Once a receivable is deemed to be uncollectible, such balance is charged against the allowance. The allowance is calculated at each reporting period with changes recorded to general and administrative expense in the consolidated statements of operations and comprehensive loss. Inventory, net Inventories are stated at the lower of cost or net realizable value. Inventory in the Biosecurity segment mainly consists of diagnostic testing kits purchased from suppliers, testing program supplies and the costs of assembling sample collection kits. The cost of finished goods inventory for lateral flow assay (“LFA”) and polymerase chain reaction (“PCR”) tests is determined using the first-in first-out method. The cost of raw materials, work in process and finished goods inventory for pooled tests is determined using the average cost method. Inventory in the Biosecurity segment has been reduced by an allowance for excess and obsolete inventory using the specific identification method. Notes Receivable The Company has elected the fair value option under ASC 825, Financial Instruments, to account for its notes receivable. Notes receivable accounted for under the fair value option are marked to market as of each balance sheet date with changes in fair value recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company classifies the current portion of the notes receivable balance as a component of prepaid expenses and other current assets on the consolidated balance sheet based on the principal balance of the note that matures within one year from the balance sheet date. The long-term portion is included in other non-current assets. Property, Plant, and Equipment, net Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Land is stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term for leasehold improvements. Estimated lives of property, plant and equipment are as follows:
Expenditures for maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the balance sheet and any resulting gain or loss is reflected in other income (expense), net in the consolidated statements of operations and comprehensive loss. Construction in progress relates to assets which have not been placed in service as of period end. As of December 31, 2021, facilities included assets acquired under a build-to-suit lease arrangement, which was derecognized upon the adoption of ASU 2016-02, Leases (Topic 842) (“ASC 842”) on January 1, 2022. Equity Method Investments The Company utilizes the equity method to account for its investments in common stock, or in-substance common stock, when it possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The Company uses judgment when determining the level of influence over the operating and financial policies of the investee considering key factors including, among others, the Company’s ownership interest, representation on the board of directors, participation in policy-making decisions and material contractual arrangements and obligations. Income and losses are allocated based upon relative ownership interest unless there is a substantive profit-sharing agreement in place. For investments with a substantive profit-sharing agreement, the Company utilizes the HLBV method to allocate income and losses from the equity method investment. Under the HLBV method, the Company utilizes the capital account at the end of the period assuming the book value of the entity was liquidated or sold minus the same calculation at the beginning of the period. The difference is the share of earnings or losses attributable to the equity method investment. Under the equity method, if there is a commitment for the Company to fund the losses of its equity method investees, the Company would continue to record its share of losses resulting in a negative equity method investment, which would be presented as a liability on the consolidated balance sheet. Commitments may be explicit and may include formal guarantees, legal obligations, or arrangements by contract. Implicit commitments may arise from reputational expectations, intercompany relationships, statements by the Company of its intention to provide support, a history of providing financial support or other facts and circumstances. When the Company has no commitment to fund the losses of its equity method investees, the carrying value of its equity method investments will not be reduced below zero. The Company had no commitment to fund additional losses of its equity method investments during the years ended December 31, 2022, 2021 and 2020, other than dissolution costs for Joyn Bio, LLC (see Note 3 and 6). The Company evaluates its equity method investments for impairment whenever events or circumstances indicate that the carrying value of the investment may not be recoverable. The Company considers the investee’s financial position, forecasts and economic outlook, and the estimated duration and extent of losses to determine whether a recovery is anticipated. An impairment that is other-than-temporary is recognized in the period identified. The Company has not recognized an impairment loss related to its equity method investments for the years ended December 31, 2022, 2021 and 2020. Refer to Note 21 for further discussion regarding the potential impacts of the closure of Silicon Valley Bank to the Company’s equity method investments. The Company may elect the fair value option for its equity method investments on an investment-by-investment basis. For all equity method investments accounted for under the fair value option, the Company carries the equity method investment at fair value and records all subsequent changes in fair value as a component of loss on equity method investments in the consolidated statements of operations and comprehensive loss. Investments Investments include warrants, marketable equity securities in publicly-traded companies, non-marketable equity securities in privately-held companies and Simple Agreement for Future Equity (“SAFEs”), in each case, in which the Company does not possess the ability to exercise significant influence over the investee. Investments in warrants and marketable equity securities of publicly-traded companies are measured at fair value with subsequent changes in fair value recorded in loss on investments in the consolidated statements of operations and comprehensive loss. Investments in non-marketable equity securities of privately-held companies and SAFEs, which do not have readily determinable fair values, are carried at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Each period the Company assesses relevant transactions to identify observable price changes, and the Company regularly monitors these investments to evaluate whether there is an indication of impairment. The Company evaluates whether an investment’s fair value is less than its carrying value using an estimate of fair value, if such an estimate is available. For periods in which there is no estimate of fair value, the Company evaluates whether an event or change in circumstances has occurred that may have a significant adverse effect on the value of the investment. The Company has not recognized any upward or downward adjustments resulting from observable price changes in identical or similar investments for the years ended December 31, 2022, 2021 and 2020. Refer to Note 21 for further discussion regarding the potential impacts of the closure of Silicon Valley Bank to the Company’s investments. Fair Value Measurements The Company categorizes its assets and liabilities measured at fair value in accordance with the authoritative accounting guidance that establishes a consistent framework for measuring fair value and requires disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. ASC 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2- Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and • Level 3- Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. To the extent that the valuation is based on models or inputs that are either less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company valued its money market fund holdings, notes receivable, marketable equity securities, warrant liabilities and contingent consideration liability at fair value on a recurring basis. The carrying amounts of the Company’s other financial instruments, which include accounts receivable, certain prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate their fair values due to their short-term nature. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company has not recognized an impairment loss for the years ended December 31, 2022, 2021 and 2020. Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The Company recognizes the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognizes any excess of the total consideration paid over the fair value of the identifiable net assets as goodwill. Any purchase price that is considered contingent consideration is measured at its estimated fair value at the acquisition date and remeasured at each reporting period, with changes in estimated fair value recorded in general and administrative expenses on the consolidated statements of operations and comprehensive loss. Acquisition transaction costs are expensed when incurred. The operating results of an acquisition are included in the Company’s consolidated financial statements as of the acquisition date. Intangible Assets, net Intangible assets, net consist of certain definite-lived assets including patents, processes and know-how related to technology acquired through business combinations. The Company amortizes such intangible assets on a straight-line basis over their estimated useful life. The Company reviews intangible assets for impairment whenever events or changes in circumstances have occurred which could indicate that the carrying value of the assets are not recoverable. Recoverability is measured by comparing the carrying value of the intangible assets to the future undiscounted cash flows expected to be generated by the asset. In determining the expected future cash flows, the Company uses assumptions believed to be reasonable, but which are unpredictable and inherently uncertain. Actual future cash flows may differ from the estimates used in impairment testing. The Company recognizes an impairment loss when and to the extent that the estimated fair value of an intangible asset is less than its carrying value. The Company has not recognized an impairment loss for the years ended December 31, 2022, 2021 and 2020. Goodwill Goodwill represents the excess of acquisition cost over the fair market value of the net assets acquired. Goodwill is tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. The Company considers various qualitative factors that could indicate impairment such as macroeconomic conditions, industry and market environment, technological obsolescence, overall financial performance of the Company, cash flow from operating activities and market capitalization. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment to compare the fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds the fair value, an impairment loss is recognized. A combination of the income approach and the market approach may be used to determine fair value of the reporting unit. The Company has not recognized an impairment loss for the years ended December 31, 2022, 2021 and 2020. Leases The Company determines if an arrangement is or contains a lease at contract inception based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset and the Company has the right to control the asset. For leases with terms greater than 12 months, the Company recognizes a right-of-use asset (“ROU asset”) and a lease liability as of the lease commencement date on the balance sheet. ROU assets represent the Company’s right to use an underlying asset over the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are measured based on the present value of fixed lease payments that are unpaid as of the lease commencement date. The Company’s ROU assets balance is reduced by any prepaid rent balances, initial direct costs and lease incentives received or expected to be received. Some of the Company's leases include options to extend or terminate the lease; these options are included in the lease term for calculations of its ROU assets and liabilities when it is reasonably certain that the Company will exercise those options. The Company’s leases are classified as either operating or finance, as determined at inception, with the classification affecting the pattern of expense recognition in the statement of operations. A lease is classified as a finance lease if risks and rewards are conveyed without the transfer of control. For operating leases, expense is generally recognized on a straight-line basis over the lease term. For finance leases, interest on the lease liability is recognized using the effective interest method, while the ROU asset is amortized on a straight-line basis from the commencement date to the earlier of the end of the useful life of the ROU asset or the end of the lease term. Leases with an initial term of 12 months or less which meet the definition of a short-term lease are not recorded on the balance sheet and the lease expense for these leases is recognized on a straight-line basis over the lease term. In limited instances, the Company acts as a lessor, primarily with certain real estate subleases. Finance leases, short-term leases and subleases are not a significant component of the Company's financial condition or results of operations. The current portion of the Company’s operating lease liabilities is included in accrued expenses and other current liabilities on the balance sheet. The Company has lease agreements with both lease and non-lease components (such as real estate taxes, insurance and common area maintenance charges) and has elected the practical expedient to combine these lease and non-lease components for its real estate leases and non-lab equipment leases. The Company has not elected this practical expedient for lab equipment leases and the lease and non-lease components are accounted for separately. Non-lease components are typically variable in nature and are recognized as lease expense in the period in which they arise. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments and uses the implicit rate when readily determinable. The Company’s incremental borrowing rate is based on management’s estimate of the rate of interest the Company would have to pay to borrow on a fully collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Deferred Rent Prior to the adoption of ASC 842, deferred rent represented the difference between cash paid and rent expense recognized on a straight-line basis for the facilities that the Company occupied under operating leases. The Company classified the current portion of deferred rent as a component of accrued expenses and other current liabilities on the consolidated balance sheet. Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when the customer obtains control of the promised goods or services at an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the promises and distinct performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligations. Foundry Revenue The Company generates license and service revenue through the execution of license and collaboration agreements whereby customers obtain license rights to the Company’s proprietary technology and intellectual property for use in the research, development and commercialization of engineered organisms, and derived products. Under these agreements, the Company typically provides research and development services, which includes the provision of a license to the Company’s intellectual property. Additionally, the customer obtains license rights to the output of the Company’s services in order to commercialize the resulting output of such services. Generally, the terms of these agreements provide that the Company receives some combination of: (1) Foundry usage fees in the form of (i) upfront payments upon consummation of the agreement or other fixed payments, (ii) reimbursement for costs incurred for research and development services and (iii) milestone payments upon the achievement of specified technical criteria, plus (2) downstream value share payments in the form of (i) milestone payments upon the achievement of specified commercial criteria, (ii) royalties on sales of products from or comprising engineered organisms arising from the collaboration or licensing agreement and (iii) royalties related to cost of goods sold reductions realized by customers. The Company’s collaboration and licensing agreements often contain multiple promises, including (i) licenses and assignments of intellectual property and materials and (ii) research and development services, and the Company determines whether each of the promises is a distinct performance obligation based on the nature of each agreement. As the Company is generally performing research and development services that are highly integrated and interrelated to the licenses and assignments of intellectual property and materials, the promises are generally inseparable. As such, the Company typically combines the research and development services, licenses, and assignments into a single performance obligation. However, for certain agreements, the Company only grants licenses or effects such transfers and assignments upon the successful completion of the research and development services or delivery of a developed product. For these agreements, the Company typically considers (i) the research and development services and (ii) the licenses, transfers, and assignments as distinct performance obligations, as each is transferred separately and has a separately identifiable benefit. Options to acquire additional goods and services are evaluated to determine if such options provide a material right to the counterparty that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer which is accounted for as a separate contract upon the counterparty’s election. At contract inception, the Company determines the transaction price, including fixed consideration and any estimated amounts of variable consideration. Any upfront cash payment received upon consummation of the agreement is fixed and generally non-refundable. Variable consideration is subject to a constraint, and amounts are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration may include reimbursement for costs incurred for the Company’s research and development efforts, milestone payments upon the achievement of certain technical and commercial criteria, and royalties on sales of products from or comprising engineered organisms arising from the agreement. With respect to the research and development reimbursements and milestone payments, the Company uses the most likely amount method to estimate variable consideration. With respect to agreements that include royalties on sales or other contingent payments based on sales, the Company applies the royalty recognition constraint which requires a constraint until the royalty or value-sharing transaction occurs. Certain agreements contain payment in the form of shares of equity securities or other financial instruments that are convertible into equity upon a triggering event. Any non-cash consideration is measured at the estimated fair value of the non-cash consideration at contract inception. For equity securities and financial instruments received that are not actively traded, the Company generally engages a third-party valuation specialist to determine the estimated fair value of the upfront non-cash consideration. The fair value is generally determined based on a recent round of financing or by using a scenario-based valuation model. Significant unobservable inputs are used in the fair value measurements including expectations regarding future financings of the customer, scenario dates and probabilities, expected volatility, discount rates and recovery rates. Changes in these assumptions can materially affect the value of the non-cash consideration at contract inception and, accordingly, the total amount of revenue recognized for the contract. For agreements with promises that are combined into a single performance obligation, the entire transaction price is allocated to the single performance obligation. For agreements with multiple performance obligations, the transaction price is allocated to the performance obligations using the relative standalone selling price methodology. For agreements featuring variable consideration, the Company allocates variable consideration to one or more, but not all, performance obligations if certain conditions are met. Specifically, the Company assesses whether the variable consideration relates solely to its efforts to satisfy the performance obligation and whether allocating such variable consideration entirely to the performance obligation is consistent with the overall allocation objective. If these conditions are not met, the Company allocates the variable consideration based on the relative standalone selling price methodology. The key assumptions utilized in determining the standalone selling price for each performance obligation include development timelines, estimated research and development costs, commercial markets, likelihood of exercise (in the case of options considered to be material rights), and probabilities of success. For agreements where the licenses or assignments are considered separate performance obligations or represent the only performance obligation, the Company recognizes revenue at the point in time that the Company effectively grants the license as the licenses or assignments represent functional intellectual property. For agreements where the licenses and the research and development services represent a combined performance obligation, the Company recognizes revenue over the period of performance using a measure of progress based on costs incurred to date as compared to total estimated costs. The Company evaluates its measure of progress to recognize revenue at each reporting period and, as necessary, adjusts the measure of progress and related revenue recognition. The Company’s measure of progress and revenue recognition involves significant judgment and assumptions, including, but not limited to, estimated costs and timelines to complete its performance obligations. The Company evaluates contract modifications and amendments to determine whether any changes should be accounted for prospectively or on a cumulative catch-up basis. The Company utilizes the right to invoice practical expedient when it has a right to consideration in an amount that corresponds directly with the value of the Company’s performance to date. Royalties are recognized as revenue when sales have occurred as the Company applies the sales or usage-based royalties recognition constraint. The Company has determined the application of this exception is appropriate because the license granted in the agreement is the predominant item to which the royalties relate. As the Company receives upfront payments for technical services under certain of its arrangements, the Company evaluates whether any significant financing components exist given the term over which the fees will be earned may exceed one year. Based on the nature of the Company’s agreements, there are no significant financing components as the purpose of the upfront payment is not to provide financing, but rather to secure technical services, exclusivity rights, and Foundry capacity, or the timing of transfer of those goods or services is at the discretion of the customer. Deferred revenue represents consideration received by the Company in excess of revenue recognized and primarily results from transactions where the Company receives upfront payments and non-cash equity consideration. In instances where the Company has received consideration in advance for an undefined number of technical development plans (“TDPs”) under its customer agreements, the Company records the advance payments as deferred revenue, net of current portion on the consolidated balance sheet. Upon the execution of a specific TDP, the Company reclassifies the estimated consideration to be earned under that TDP within the next twelve months as current deferred revenue. The Company also classifies unexercised material rights related to future TDPs as deferred revenue, net of current portion on the consolidated balance sheet. When a TDP is executed, and the material right is exercised, the amount allocated to the material right, which will be earned within the next twelve months, is reclassified to current deferred revenue. All other deferred revenue is classified as current or non-current based on the timing of when the Company expects to earn the underlying revenue based upon the projected progress of activities under the TDP. Collaboration Arrangements For arrangements that do not represent contracts with a customer, the Company analyzes its collaboration transactions to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”), to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. To the extent the arrangement is within the scope of ASC 808, the Company assesses whether aspects of the arrangement between the Company and its collaboration partner are within the scope of other accounting literature. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC 606. Biosecurity Revenue In 2020, the Company launched its commercial offering of COVID-19 testing products and services for businesses, academic institutions, and other organizations in which the Company generates product and service revenue. Beginning in the first quarter of 2021, the Company launched its pooled testing initiative which focuses on providing end-to-end COVID-19 testing services to public health authorities. The Company currently offers pooled testing and reporting services for K-12 schools across the United States, at airports through its partnership with XpresCheck and the CDC, as well as through other congregate settings such as its partnership with Eurofins. The Company sells COVID-19 test kits on a standalone basis or as part of an end-to-end testing service. The Company records product revenue from sales of LFA, PCR, and pooled test kits. The Company records service revenue from sales of its end-to-end COVID-19 testing services, which consist of multiple promised goods and services including sample collection kits, physician authorizations, onsite test administration, outsourced laboratory PCR analysis, and access to results reported through the Company’s proprietary web-based portal. The Company recognizes its product and service revenue using the five-step model under ASC 606.
Product revenue is recognized when the test kits are shipped and risk of loss is transferred to the carrier. The Company’s test kits are generally not subject to a customer right of return except for product recalls under the rules and regulations of the U.S. Food and Drug Administration (“FDA”). The Company has elected to include shipping and handling fees billed to customers as a component of Biosecurity revenue.
Service revenue from the Company’s end-to-end COVID-19 testing services is recognized upon completion of the tests and release of the test results on the web-based portal. The Company has identified one performance obligation in its testing services contracts that represents a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer, with each test as a distinct service within the series. As the price for the testing services is fixed under each customer contract, the Company has elected the practical expedient to recognize revenue at the amount to which it has the right to invoice for services performed. The Company’s testing services contracts are generally one year or less in length and contain fixed unit pricing. Under typical payment terms for testing services, amounts are billed monthly in arrears for services performed or in advance based on contractual billing terms. Cost of Biosecurity Revenue Cost of Biosecurity product revenue consists of costs associated with the sale of diagnostic and sample collection test kits which includes costs paid to purchase test kits from third parties. Cost of Biosecurity service revenue consists of costs associated with the provision of the Company’s end-to-end COVID-19 testing services, which includes costs paid to provide sample collection kits, physician authorizations, onsite test administration, outsourced laboratory PCR analysis, access to results reported through a web-based portal and reporting of results to public health authorities. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist of direct and indirect internal costs related to specific projects and initiatives, acquired intellectual property deemed to be in-process research and development, as well as fees paid to other entities that conduct certain research and development activities on the Company’s behalf. Patent Costs The Company expenses all costs as incurred in connection with the filing, prosecution, maintenance, defense, and enforcement of patent applications, including direct application fees and related legal and consulting expenses. Patent costs are included in general and administrative expenses within the consolidated statements of operations and comprehensive loss. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards based on estimated grant-date fair values recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes compensation expense on a straight-line basis over the requisite service period. For awards that vest based on multiple conditions, the Company recognizes compensation expense using the accelerated attribution method on a tranche-by-tranche basis over the requisite service period such that the amount of compensation expense recognized at each reporting period is at least equal to the vested tranches at that date. For awards with a performance-based vesting condition, the Company recognizes stock-based compensation when achievement of the performance condition is deemed probable, and upon achieving a performance condition that was not previously considered as probable, records a cumulative catch-up adjustment to reflect the portion of the grantee’s requisite service that has been provided to date. For awards with market conditions, the compensation expense recognized over the requisite service period is not reversed if the market condition is not satisfied. The Company recognizes forfeitures as they occur.
The Company estimates the grant date fair value of stock options using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including fair value of common stock (for options granted prior to the SRNG Business Combination), expected term, expected volatility, risk-free interest rate and expected dividend yield. The expected term is determined using the “simplified” method, which estimates the expected term as the average of the vesting term plus the contractual term. The Company uses the “simplified” method as it does not have sufficient historical data regarding employee exercise behavior. Expected volatility is based on the historical volatility of the stock prices of similar publicly traded peer companies. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the stock options. The Company has not paid, and does not expect to pay, dividends in the foreseeable future.
For awards with market conditions, the Company determines the grant date fair value using a Monte Carlo simulation model, which incorporates various assumptions including expected stock price volatility, risk-free interest rates, expected term, and expected dividend yield. The Company determines expected volatility using the historical volatility of the stock prices of similar publicly traded peer companies. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the awards. The expected term is equal to the contractual term and a dividend yield of zero is assumed.
For awards granted prior to the SRNG Business Combination, the Company utilized the hybrid method to estimate the grant date fair value of its common stock underlying its stock-based awards. The hybrid method is a probability-weighted expected return method (“PWERM”) where the equity value in at least one scenario is allocated using an option pricing method (“OPM”). Under the PWERM, the value of the common stock is estimated based on the probability-weighted present value of expected future investment returns considering various liquidity events and the rights and privileges of each class of equity. Under the OPM, each class of stock is treated as a call option on the Company’s equity value, with exercise prices based on the liquidation preferences of the convertible preferred stock. The Black-Scholes model is used to price the call options which includes assumptions for the time to liquidity and volatility of equity value. A discount for lack of marketability is then applied to the common stock value. There are significant judgments and estimates inherent in determining the fair value of the common stock. These judgments and estimates include factors, both subjective and objective, including: (i) a discount for lack of marketability; (ii) external market data; (iii) historical activity by the Company in selling equity to outside investors; (iv) the Company’s stage of development; (v) rights and preferences of the Company’s equity securities that rank senior to common stock; and (vi) the likelihood of various liquidity events, among others. Changes to these assumptions could result in different fair values of common stock. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by considering several factors, including estimating the future taxable profits expected, estimating future reversals of existing taxable temporary differences, considering taxable profits in carryback periods, and considering prudent and feasible tax planning strategies. The Company accounts for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in the law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity, and changes in facts or circumstances related to a tax position. The Company evaluates uncertain tax positions on an annual basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. As of December 31, 2022 and 2021, the Company did not have any uncertain tax positions and no accrued interest or penalties related to uncertain tax positions. The Company does not expect a material change in unrecognized tax benefits in the next twelve months.
Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 9) as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as change in fair value of warrant liabilities on the consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of (a) the exercise or expiration of the warrants or (b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is their local currency. The Company translates the non-United States dollar-denominated assets and liabilities using the exchange rates prevailing at the end of each reporting period and translates revenues and expenses using the average exchange rates in the reporting period. Foreign currency translation adjustments are recorded as a component of other comprehensive loss on the consolidated statements of operations and comprehensive loss and accumulated in other comprehensive loss in stockholders’ equity. Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Other comprehensive loss consists of foreign currency translation adjustments. Net Loss per Share The Company follows the two-class method when computing net loss per share attributable to Ginkgo Bioworks Holdings, Inc. common stockholders as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires earnings for the period to be allocated between common and participating securities based upon their respective rights to share in the earnings as if all earnings for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company. Basic net loss per share is computed by dividing the net loss attributable to Ginkgo Bioworks Holdings, Inc. common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share is equal to the net loss attributable to Ginkgo Bioworks Holdings, Inc. common stockholders less the gain (if any) on the change in fair value of warrant liabilities, divided by the weighted average number of common shares outstanding for the period, including the effect of potentially dilutive common shares. For purposes of this calculation, outstanding options to purchase shares of common stock, unvested restricted stock awards, unvested restricted stock units, warrants to purchase shares of common stock and contingently issued earnout shares are considered potentially dilutive common shares. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification, which has been clarified and amended by various subsequent updates. ASC 842 requires lessees to record a right-of-use asset and a lease liability on the balance sheet for all leases with a lease term of more than 12 months. ASC 842 also requires additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASC 842 on January 1, 2022 (the "effective date"), using the modified retrospective approach with a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. The Company has elected to apply the package of practical expedients that allows for not reassessing (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification of any expired or existing leases, and (iii) the accounting for initial direct costs for any existing leases. The Company has also elected, by class of underlying asset, not to apply the recognition requirements of ASC 842 to short-term leases. Upon adoption of ASC 842 on January 1, 2022, the Company (i) recognized $147.7 million of operating lease ROU assets and $166.7 million of operating lease liabilities, (ii) reclassified the previously recognized liabilities for deferred rent of $8.5 million and lease incentives of $10.5 million to operating lease ROU assets, (iii) derecognized build-to-suit assets of $17.8 million previously presented within property, plant, and equipment, net, derecognized the build-to-suit lease financing obligation of $22.6 million, and (iv) recorded a cumulative-effect adjustment of $5.2 million to accumulated deficit as of January 1, 2022. Finance leases are not significant to the Company’s financials. The adoption of ASC 842 did not have a material impact on the Company's results of operations and cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequently issued multiple amendments to the standard (collectively, “ASU 2016-13”). The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss model in place of the incurred loss model and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted ASU 2016-13 effective January 1, 2022. The adoption of ASU 2016-13 did not have a material impact on the Company's consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The provisions of ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation and deferred tax liabilities for outside basis differences and clarify when a step-up in the tax basis of goodwill should be considered part of a business combination or a separate transaction. It also clarifies and simplifies other aspects of the accounting for income taxes. The Company adopted ASU 2019-12 on January 1, 2022. The adoption of ASU 2019-12 did not have a material impact on the Company's consolidated financial statements and related disclosures. In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force) (“ASU 2020-01”). ASU 2020-01 addresses accounting for the transition into and out of the equity method and clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The Company adopted ASU 2020-01 on January 1, 2022. The adoption of ASU 2020-01 did not have a material impact on the Company's consolidated financial statements and related disclosures.
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance ("ASU 2021-10"). This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy including: (1) the types of transactions; (2) the accounting for the transactions; and (3) the effect of the transactions on a business entity’s financial statements. The Company adopted ASU 2021-10 on January 1, 2022. The adoption of ASU 2021-10 did not have a material impact on the Company's consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This standard clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security, and therefore is not considered in measuring fair value. It also introduces required disclosures for equity securities subject to contractual sale restrictions. This standard becomes effective for the Company on January 1, 2024, with early adoption permitted. The Company is considering the impact of this pronouncement on the financial statements.
In 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) (“ASU 2020-06”) which simplifies the accounting for convertible instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the host contract. Additionally, ASU 2020-06 removes certain settlement conditions that are required for contracts in an entity's own equity to qualify for the derivatives scope exception. The guidance also modifies diluted earnings per share calculations by requiring entities to use the if-converted method for convertible instruments and to assume share settlement when an instrument can be settled in cash or shares. The guidance is effective for the Company on January 1, 2024 with early adoption permitted. The Company is currently evaluating the impact that the implementation of this standard will have on its consolidated financial statements and related disclosures. |
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| Business Combination | 3. Business Combinations and Acquisitions Fiscal 2022 Acquisitions Zymergen On October 19, 2022 (the “Zymergen Closing Date”), the Company acquired all of the outstanding equity of Zymergen Inc. (“Zymergen”), a company that specializes in integrating computational and manufacturing technologies to design, develop, and commercialize bio-based breakthrough products in a broad range of industries (the “Zymergen Acquisition”). The Zymergen Acquisition is expected to enhance the Company’s platform for cell programming by integrating strong automation and software capabilities as well as providing a wealth of experience across diverse biological engineering approaches. Under the merger agreement (“Agreement and Plan of Merger”), on the Zymergen Closing Date, each share of Zymergen common stock that was issued and outstanding as of immediately prior to the effective time was automatically cancelled, extinguished and converted into the right to receive 0.9179 shares of the Company’s Class A common stock and cash in lieu of any fractional shares. The following table summarizes the acquisition date fair value of the consideration transferred for Zymergen (in thousands):
The Zymergen Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations ("ASC 805"). The Company allocated the consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. The excess consideration transferred was recorded as goodwill, none of which is expected to be deductible for tax purposes. The goodwill is primarily attributed to Zymergen’s assembled workforce and the expected synergies from combining operations and has been assigned to the Foundry segment.
The following table summarizes the preliminary acquisition date fair value of the consideration transferred for Zymergen (in thousands):
The allocation of the purchase price, including the valuation of certain tangible and intangible assets acquired and the related tax effects, is preliminary and subject to revision during the one-year measurement period from the date of acquisition if any new information is obtained about facts and circumstances that existed as of the acquisition date. The fair value of intangible assets was determined using the relief from royalty method of the income approach. The fair value measurements were primarily based on significant inputs not observable in the market and thus represent a Level 3 measurement. The significant inputs used included the estimated annual net cash flows (including projected revenues attributable to the asset, royalty rates and obsolescence rates), and the discount rate that reflects the risks inherent in the future cash flows. Property and equipment is mostly comprised of lab equipment, leasehold improvements and construction in progress. The fair value of property and equipment was primarily determined using the cost approach, which estimates fair value by determining the replacement or reproduction cost of an asset of comparable utility, adjusted for loss in value due to depreciation and economic obsolescence. Based on the preliminary valuation, intangible assets are as follows (in thousands):
In conjunction with the Agreement and Plan of Merger, Zymergen initiated a reduction-in-workforce implemented in stages (each a “RIF”) for the benefit of the combined company. Under the RIFs, employees received enhanced severance benefits consisting of cash bonuses and accelerated vesting of their outstanding Zymergen restricted stock units ("Zymergen RSU"). These benefits were triggered upon a change in control occurring within twelve months of the employee’s termination date. The Company recognized $11.1 million in cash-based severance and stock-based compensation costs in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 related to RIFs. In August and September 2022, Zymergen also approved the grant of retention bonuses to certain employees denominated in cash and/or Zymergen RSUs designed to retain and reward key talent of Zymergen during the pendency of the proposed Zymergen Acquisition and thereafter. These retention bonuses were deemed for the benefit of the combined company. A portion of the retention bonuses vested and became payable upon the closing of the Zymergen Acquisition, with the remaining portion recognized as post-combination compensation expense over the requisite service period. The Company recognized $7.4 million in cash-based retention and stock-based compensation costs in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. The Company’s revenue and net loss for the year ended December 31, 2022 included $2.2 million and $26.0 million, respectively, from Zymergen since the Zymergen Closing Date. The Company incurred transaction and integration costs of $11.9 million which were recorded in general and administrative expenses, inclusive of a success fee which was partly paid in 327,289 shares of Ginkgo Class A common stock. Additionally, the Company incurred $1.7 million of equity issuance costs, which were recorded in additional paid-in capital in the consolidated balance sheet.
Supplemental Pro Forma Information (unaudited) The following supplemental pro forma financial information presents the combined results of operations of the Company and Zymergen as if the acquisition had occurred on January 1, 2021. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the operating results that would have been realized if the Zymergen Acquisition had been completed on January 1, 2021, or of future operating results. The pro forma financial information reflects pro forma adjustments to give effect to certain events the Company believes to be directly attributable to the Zymergen Acquisition, including depreciation and amortization expense related to acquired tangible and intangible assets, acquisition-related costs, stock-based compensation expense, retention and severance bonuses, and adjustments to align inventory and leasing accounting policies.
Bayer Acquisition and Joint Venture Dissolution On October 17, 2022, the Company completed an asset purchase under the Asset Purchase Agreement (“APA”) with Bayer CropScience LP, a Delaware limited partnership (“Bayer”). Pursuant to the APA, the Company acquired certain assets and liabilities of Bayer, including Bayer’s 175,000-square-foot West Sacramento Biologics Research & Development site, team, and internal discovery and lead optimization platform.
Concurrently with the APA, Bayer and Ginkgo entered into the Joint Venture Termination Agreement (“JV Termination Agreement”) and the Technical Development Agreement (“Bayer TDA”). The JV Termination Agreement initiated the dissolution of Joyn Bio, LLC (“Joyn”), the joint venture created by Ginkgo and Bayer in 2017, and provided for the disbursement of contributed intellectual property back to the respective owners, the disbursement of joint ownership of certain intellectual property rights created by Joyn, including with respect to Joyn’s nitrogen fixation technology to each party, the disbursement of property and equipment as agreed to by the parties, the assumption by Ginkgo of Joyn's two real estate leases and the transfer of certain employees to Ginkgo. Under the Bayer TDA, (i) Ginkgo will grant Bayer exclusive licenses to Ginkgo’s joint ownership right, title and interest to Joyn’s nitrogen fixation intellectual property, (ii) for a three-year period, the parties will research, develop and produce microbial strains and related processes to enable the research, development, production, manufacturing and commercialization of Bayer products in agriculture as part of cell programs pursuant to TDPs agreed to by the parties, including one targeted to nitrogen fixation and (iii) for a three-year period, Ginkgo will provide certain non-cell-engineering services to Bayer related to product support as described in statements of work agreed to by the parties. In consideration for all programs, services and related licenses, Ginkgo will receive $90.0 million in equal quarterly installments over the three-year term plus royalties on worldwide net sales of certain Bayer products developed under the Bayer TDA.
The APA, JV Termination Agreement and Bayer TDA were accounted for as a single transaction as they were entered into at the same time and in contemplation of one another, the occurrence of each agreement was dependent on the occurrence of the other agreements, and the work performed under the Bayer TDA will utilize the tangible assets acquired from Bayer under the APA and the IP distributed to Ginkgo under the JV Termination Agreement.
The assets acquired under the APA and JV Termination Agreement meet the definition of a business and were accounted for under ASC 805. The Bayer TDA was accounted for under ASC 606. A summary of the purchase price relating to the business combination is as follows (in thousands):
Prior to the completion of the business combination, the Company, through its majority-owned holding company Cooksonia, LLC (“Cooksonia”), held a 50% equity interest in Joyn that was accounted for as an equity method investment. The Company remeasured its 50% equity interest in Joyn at fair value as of the acquisition date and recorded a gain of $14.0 million equal to the difference between the carrying value of its equity method investment in Joyn of zero and the fair value of $14.0 million on the acquisition date. The gain is included within loss on equity method investments in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. Additionally, prior to the completion of the business combination, Joyn had issued to Ginkgo a series of convertible promissory notes in the aggregate principal amount of $10.0 million (see Note 20). The notes were effectively settled as part of the business combination and were included as part of the consideration transferred for the business combination. The carrying value of the notes prior to the acquisition was $4.8 million due to losses attributable to the equity method investment being allocated to the notes receivable as a result of the equity method investment being reduced to zero during the year ended December 31, 2022. The Company recorded a gain on the notes receivable of $5.3 million within other income (expense), net in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 for the excess of the $10.1 million outstanding principal and accrued interest over their carrying value of the notes.
The following table summarizes the preliminary fair value of assets acquired as of the acquisition date (in thousands):
The allocation of the purchase price, including the valuation of certain tangible and intangible assets acquired and the related tax effects and management’s validation of the historical cost basis of certain tangible assets provisionally valued using the cost method, is preliminary and subject to revision during the one-year measurement period from the date of acquisition if any new information is obtained about facts and circumstances that existed as of the acquisition date.
The fair value of Ginkgo’s equity interest in Joyn pre-dissolution was determined using a discounted cash flow method. The fair value of intangible assets, which consists of Joyn's developed technology, was determined using the relief from royalty method of the income approach. Significant assumptions used in the valuations included the estimated annual net cash flows (including projected future revenues and costs, terminal growth rates, royalty rates and obsolescence rates), and a discount rate that reflects the risks inherent in the future cash flows. Property, plant, and equipment consists of land, buildings, site improvements and personal property. The fair value of land was determined using the sales comparison approach and the fair value of the buildings, site improvements and personal property was determined using the cost and sales comparison approaches. Under the cost approach, the Company estimated the cost to acquire or construct comparable assets and made adjustments for physical deterioration. Intangible assets consist of Joyn's developed technology and have an estimated useful life of five years. Goodwill primarily reflects the value of future programs expected to arise after the acquisition and the assembled workforce. Goodwill is not expected to be deductible for tax purposes.
The Company incurred $3.0 million in costs associated with the winding up and dissolution of Joyn during the year ended December 31, 2022, which were recorded within operating expenses. Dissolution costs are shared equally between Ginkgo and Bayer. The joint venture is expected to be fully dissolved in early 2023. The Company incurred transaction and integration costs of $12.0 million related to the business combination, which were recorded in general and administrative expenses in the consolidated statements of operations and comprehensive loss. The transaction does not represent a material business combination and, therefore, pro forma financial information is not provided. Operating results of the acquired business have been included in the consolidated statements of operations and comprehensive loss since the date of acquisition and were not material to the Company’s results of operations for the year ended December 31, 2022.
Altar On October 3, 2022, the Company acquired all of the outstanding shares of capital stock of Altar SAS (“Altar”), a French biotechnology company with a proprietary adaptive evolution platform. A fleet of Altar's automated adaptive laboratory evolution instruments will be integrated into Ginkgo's Foundry to serve customers across various industries. The total purchase consideration was $12.0 million and consisted of $2.8 million in cash, $1.4 million in restricted shares of Ginkgo Class A common stock subject to forfeiture if certain vesting conditions are not met, $5.6 million in unrestricted shares of Ginkgo Class A common stock, $1.6 million in contingent consideration and $0.6 million in assumed liabilities. The Company accounted for the transaction as a business combination under ASC 805. The net assets acquired primarily consisted of $8.4 million of intangible assets related to Altar's developed technology and $4.7 million of goodwill, which is not deductible for tax purposes. The business is reported as part of the Company’s Foundry reportable segment. The Company incurred $2.3 million in acquisition related costs which were recorded in general and administrative expenses. Pro forma information has not been presented because it is not material to the financial statements. Altar's results of operations have been included in the consolidated statements of operations and comprehensive loss since the date of acquisition and were not material to the Company’s results of operations for the year ended December 31, 2022. FGen On April 1, 2022, the Company acquired all of the outstanding equity interests of FGen AG (“FGen”), a company organized under the laws of Switzerland that specializes in strain development and optimization. FGen has developed an ultra-high-throughput screening platform built on nanoliter reactor technology which the Company believes will enhance its cell screening capabilities and potentially increase the likelihood of finding enzymes, pathways, and strains or cell lines that perform to diverse cell program specifications.
The Company accounted for the transaction as a business combination under ASC 805. Accordingly, the assets and liabilities acquired were recorded at their estimated fair value on the date of acquisition. FGen's results of operations have been included in the consolidated statements of operations and comprehensive loss since the date of acquisition and were not material to the Company’s results of operations for the year ended December 31, 2022. The FGen acquisition does not represent a material business combination and, therefore, pro forma financial information is not provided.
The consideration paid was comprised of common stock and contingent consideration as follows (in thousands):
The Company issued 5,749,957 shares of its Class A common stock on the acquisition date comprised of 4,051,107 unrestricted shares valued at $17.0 million based on the closing market price of $4.20 and 1,698,850 restricted shares classified as contingent consideration and subject to vesting conditions. The contingent consideration in the form of restricted stock was valued at $3.8 million as of the acquisition date based on management’s estimate of the number of shares expected to vest and the closing market price of $4.20. The restricted shares were issued in three tranches with separate vesting conditions. Tranches 1 and 2 vest based on the price difference between the 15-day volume weighted average price (“VWAP”) of Ginkgo’s Class A common stock calculated on the date immediately prior to closing and the 15-day VWAP calculated on the date immediately prior to Ginkgo’s filing of the registration statement to register the unrestricted shares. The contingency was resolved on April 4, 2022 when the Company filed its Form S-1 registration statement and a total of 461,200 shares vested and 584,246 shares were forfeited related to tranches 1 and 2. The remaining 653,404 tranche 3 restricted shares will vest on the 24-month anniversary of the closing, provided, however, that the number of shares that vest will be reduced by any post-closing purchase price adjustments and indemnity claims. The estimated fair value of tranche 1 and 2 shares on the registration statement date was $1.9 million, which was reclassified from a liability into stockholders’ equity upon the determination of the number of shares that vested. The Company recognized a $0.8 million loss on the change in fair value of the contingent consideration related to tranche 1 and 2, which is included in general and administrative expenses in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022.
As part of the acquisition, the Company is required to make milestone payments up to a maximum of $25.0 million, with $20.0 million payable based on the successful integration and deployment of the FGen technology across the Company's programs over a 36-month period and $5.0 million payable to certain employees based on continuing service. The milestones are payable in cash or Class A common stock at the election of the Company. The $5.0 million payable to employees is accounted for separately from the business combination as post combination compensation expense to be recognized over the requisite service period. The fair value of the $20.0 million in contingent consideration on the acquisition date was determined using a scenario-based method. The significant assumptions used include the expected time of achievement and probability of success related to each milestone and a discount rate.
The Company allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. The fair value estimates for the purchase price allocation are considered preliminary and subject to adjustment during the measurement period, not to exceed one year after the date of acquisition. During the year ended December 31, 2022, the Company recorded certain measurement period adjustments related to tangible assets acquired and estimated tax liabilities, with a corresponding net decrease to goodwill.
The intangible assets acquired consist of FGen's developed technology which was measured at fair value using the multi-period excess earnings method under the income approach. Under this method, an intangible asset's fair value is equal to the present value of the incremental after-tax cash flows attributable only to the intangible asset after deducting charges representing the contribution of other assets to those cash flows. The significant assumptions used include the estimated annual net cash flows (including revenue growth rates, EBITDA and EBIT margins, applicable tax rate, and contributory asset charges), a discount rate, and the tax amortization benefit. Goodwill represents the amount by which the purchase price exceeds the estimated fair value of the net assets acquired and primarily reflects the value of future programs expected to arise after the acquisition.
The Company incurred $1.7 million of acquisition-related costs which were included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.
The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands):
(1) Estimated useful life of 15 years. (2) Non-deductible for tax purposes. Asset Acquisitions On October 3, 2022, the Company completed the acquisition of all of the outstanding equity interests in Circularis Biotechnologies, Inc., (“Circularis”), a biotechnology company with a proprietary circular RNA and promoter screening platform. The aggregate purchase consideration was $18.6 million, of which $4.3 million was paid in cash, $10.2 million was paid in Ginkgo Class A common stock, $3.7 million represents contingent consideration and $0.4 million represents direct transaction costs. The Company accounted for the transaction as an asset acquisition as substantially all of the value received was concentrated in the acquired developed technology. The Company allocated the purchase consideration primarily to the developed technology intangible asset, which is being amortized over a useful life of five years. Additionally, the purchase agreement includes $2.5 million of employee retention payments, which will be recognized as compensation expense over the requisite service period. On August 17, 2022, the Company acquired certain epidemiological data infrastructure assets from Baktus, Inc., a Delaware-based public benefit corporation. The Company accounted for the transaction as an asset acquisition as the value being acquired primarily relates to a single identifiable intangible asset. The total purchase consideration was $11.1 million and consisted of $2.0 million in cash, $8.4 million in Ginkgo Class A common stock and $0.7 million of direct transaction costs. Of the shares issued, 258,781 are restricted shares that will vest on the 18-month anniversary of the closing and will be reduced by any indemnity claims. The restricted shares are classified as contingent consideration liability in the consolidated balance sheet (see Note 4). Additionally, the purchase agreement includes $1.0 million of employee retention payments, which will be recognized as compensation expense over the requisite service period. As a result of the acquisition, the Company recognized $11.2 million in intangible assets consisting of developed technology, customer relationships and assembled workforce and $0.1 million in deferred revenue.
On June 1, 2022, the Company acquired substantially all of the assets of Bitome, Inc. (“Bitome”), a privately held company with an integrated metabolite monitoring platform that is expected to support accelerated product development timelines across Ginkgo's portfolio of cell programs. The Company accounted for the transaction as an asset acquisition as substantially all of the value received was concentrated in the intellectual property acquired. The consideration for the transaction was structured as (i) a repayment of Bitome’s outstanding convertible debt pursuant to the issuance of 388,649 shares of Class A common stock (valued at approximately $1.2 million as of the acquisition date), (ii) a repayment of a portion of Bitome’s outstanding convertible debt in cash in the amount of $0.1 million and (iii) assumption of certain of Bitome’s liabilities and wind-down expenses up to a maximum cap of $0.4 million. The total purchase consideration was expensed as in-process research and development expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 as the technology requires continued development efforts and has no alternative future use. Fiscal 2021 Acquisitions SRNG Business Combination On September 16, 2021 (the “Closing Date”), the Company and SRNG completed the merger transaction contemplated by the Merger Agreement (the “Closing"), with Old Ginkgo surviving the merger as a wholly owned subsidiary of SRNG. Pursuant to the Merger Agreement, SRNG acquired all of the outstanding equity interests of Old Ginkgo for approximately $15.8 billion in aggregate consideration in the form of common stock of Ginkgo valued at $10 per share (the “Base Equity Consideration”). The Base Equity Consideration was allocated among Old Ginkgo equity holders based on an exchange ratio of 49.080452 ("Exchange Ratio"). Accordingly, upon the closing of the SRNG Business Combination, all shares of Old Ginkgo Class A common stock and Old Ginkgo Class B common stock issued and outstanding immediately prior to the SRNG Business Combination converted into Ginkgo Class A common stock and Ginkgo Class B common stock, respectively, each with a par value of $0.0001 per share, based on the Exchange Ratio. All equity awards under Old Ginkgo's stock incentive plans were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s common stock. As a result, (i) each outstanding stock option to acquire Old Ginkgo common stock was converted into an option to purchase approximately 49.080452 shares of Ginkgo common stock, (ii) each outstanding share of restricted common stock was converted into approximately 49.080452 shares of restricted common stock of Ginkgo and (iii) each outstanding award of restricted stock units was assumed and converted into a restricted stock unit having the same terms and conditions as applied to the Old Ginkgo restricted stock unit so converted but relating to approximately 49.080452 shares of common stock of Ginkgo.
In addition to the Base Equity Consideration, the equity holders of Old Ginkgo received approximately 188.7 million shares of Ginkgo common stock (the “Earnout Consideration”), which are subject to forfeiture to the extent that the vesting conditions described below are not satisfied on or before the fifth anniversary of the Closing (the "Earnout Period"). If at any point during the trading hours of a trading day, for any 20 trading days within any period of 30 consecutive trading days during the Earnout Period, the trading price per share of the Company's Class A common stock is greater than or equal to: • $12.50, then 25% of the Earnout Consideration will immediately vest; • $15.00, then an additional 25% of the Earnout Consideration will immediately vest; • $17.50, then an additional 25% of the Earnout Consideration will immediately vest; and • $20.00, then the remaining 25% of the Earnout Consideration will immediately vest.
The Company evaluated the earnout shares and concluded that they qualify for the scope exception from derivative accounting in ASC 815-10-15-74 and meet the criteria for equity classification under ASC 815-40. The Company determined that the earnout shares underlying rollover equity awards (i.e., restricted stock awards, restricted stock units and options) granted under the Company's stock incentive plans (together the "Rollover Equity Awards") that are unvested as of the Closing Date are within the scope of ASC 718 (see Note 13). The remaining earnout shares issued to holders of Old Ginkgo common stock and those earnout shares underlying vested Rollover Equity Awards were initially measured at fair value at Closing and recorded within additional paid-in-capital ("APIC") and had no net impact on APIC. Since those earnout shares are equity-classified, there is no remeasurement unless reclassification is required. Upon meeting an earnout target, the earnout shares delivered to the equity holders are recorded in equity as shares outstanding with the appropriate allocation to par value of common stock and APIC. The first earnout target of $12.50 was met on November 15, 2021 and, as a result, approximately 38.8 million earnout shares became vested and outstanding.
In connection with the entry into the Merger Agreement, Eagle Equity Partners III, LLC, a Delaware limited liability company (the “Sponsor”), forfeited 11,534,052 of its shares of Ginkgo Class A common stock and an additional 16,737,183 of its shares of Ginkgo Class A common stock (the "Sponsor Earnout Shares") became subject to vesting and forfeiture conditions identical to those applicable to the Earnout Consideration issued to Old Ginkgo equity holders. Similar to the Earnout Consideration, the Sponsor Earnout Shares were accounted for as equity classified instruments and were included as merger consideration and recorded in additional paid-in capital. The Sponsor Earnout Shares are considered legally issued and outstanding shares of common stock subject to restrictions on transfer and do not participate in the earnings or losses of the Company prior to vesting.
The SRNG Business Combination is accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, SRNG was treated as the “acquired” company for financial reporting purposes. Accordingly, the SRNG Business Combination was treated as the equivalent of Old Ginkgo issuing stock for the net assets of SRNG, accompanied by a recapitalization. The net assets of SRNG are stated at historical cost, with no goodwill or other intangible assets recorded.
PIPE Investment
On May 11, 2021, concurrently with the execution of the Merger Agreement, SRNG entered into subscription agreements with certain accredited investors (the “PIPE Investors”). In connection with the consummation of the SRNG Business Combination on September 16, 2021, the PIPE Investors collectively consummated investments for 76,000,000 shares of the Company's Class A common stock at a price of $10.00 per share (the "PIPE Shares") for an aggregate amount of $760.0 million (the “PIPE Investment”).
Summary of Net Proceeds
The following table summarizes the elements of the net proceeds from the SRNG Business Combination (in thousands):
Summary of Shares Issued
The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the SRNG Business Combination:
(1) Includes 16,737,183 shares of Class A common stock, the Sponsor Earnout Shares, that are subject to forfeiture if certain earnout conditions are not met, as the shares are legally outstanding as of the Closing of the SRNG Business Combination. (2) Excludes 283,396,094 shares of Class A and Class B common stock underlying rollover equity instruments (i.e., restricted stock units and stock options) and 259,440 shares of Class A and Class B common stock underlying unvested restricted stock awards. Dutch DNA On July 1, 2021, the Company acquired 100% of the outstanding capital stock of Dutch DNA Biotech B.V. (“Dutch DNA”), a company based in the Netherlands with a proprietary platform technology focused on the development of fungal strains and fermentation processes for the production of proteins and organic acids. Dutch DNA's significant expertise and fungal strain assets for the large-scale production of proteins is expected to add a valuable set of tools to the Company's Codebase and broader platform for cell programming.
The following table summarizes the preliminary acquisition date fair value of the consideration transferred for Dutch DNA (in thousands):
The fair value of the Class A common stock issued as part of the consideration paid for Dutch DNA was determined using the then-most recently available third-party valuation of the Company's common stock. The contingent consideration arrangement requires the Company to pay up to a maximum of $20.0 million to the seller upon the achievement of certain technical and commercial milestones by Dutch DNA pursuant to a Technical Development Agreement executed between the Company and Dutch DNA prior to the close of the acquisition. Refer to Note 4 for a discussion of the fair value of the contingent consideration liability.
The acquisition was accounted for in accordance with ASC 805. Dutch DNA's results of operations have been included in the Consolidated Statements of Operations and Comprehensive Loss since the date of acquisition, which were not material. The Dutch DNA acquisition does not represent a material business combination, and therefore pro forma financial information is not provided. The Company allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. The fair value of the intangible assets was determined using the replacement cost method which estimates the cost the Company would incur in rebuilding the technology. The excess purchase price consideration was recorded as goodwill and is made up of the future potential value of the acquired intellectual property and the assembled workforce. The Company incurred $0.6 million of acquisition-related costs which were included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date (in thousands):
(1) Estimated useful life of 15 years. (2) Non-deductible for tax purposes. (3) Represents adjustment related to deferred income taxes and the final determination of net-working capital as of the acquisition date. |
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Fair Value Measurements |
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| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements | 4. Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):
(1) The fair value of Synlogic, Inc. warrants is calculated as the quoted price of the underlying common stock, less the unpaid exercise price of the warrants. (2) Marketable equity securities classified as Level 2 reflect a discount for lack of marketability due to regulatory sales restrictions, which lapsed on a portion of the shares held during the year ended December 31, 2022 and were reclassified as Level 1.
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of a portion of the Private Placement Warrants was transferred from Level 3 to Level 2 fair value measurement as of December 31, 2022, as the transfer of Private Placement Warrants to anyone other than the initial purchasers or any of their permitted transferees results in the Private Placement Warrants having substantially the same terms as the Public Warrants. The Company determined that the fair value of the transferred Private Placement Warrants is equivalent to that of Public Warrants. There were no other transfers to/from Level 3 during any of the periods presented. Notes Receivable
Notes receivable measured at fair value on a recurring basis primarily consist of a $30.0 million senior secured note (“Senior Secured Note”) purchased from Bolt Threads, Inc., a series of convertible promissory notes issued by a customer as payment for Foundry R&D services, a revolving promissory note with Glycosyn, LLC (“Glycosyn” and “Glycosyn Promissory Note”) and a series of convertible notes with Access Bio, Inc. (“Access Bio Convertible Notes”). The fair value of notes receivable, other than the Senior Secured Note, is based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. Significant changes in these unobservable inputs in isolation could have resulted in a significantly lower or higher fair value measurement.
The Company used the yield method to value the Senior Secured Note. Under this method, the estimated future cash flows, consisting of principal and interest payments, are discounted to present value using an applicable market yield or discount rate. Increases or decreases in the market yield or discount rate would result in a decrease or increase, respectively, in the fair value measurement. The market yield is determined using a corporate bond yield curve corresponding to the credit rating category of the issuer. The fair value of the Senior Secured Note is based on observable market inputs, which represents a Level 2 measurement within the fair value hierarchy.
The Company used a scenario-based method to value the series of convertible promissory notes from a customer. Under the scenario-based method, future cash flows are evaluated under a qualified financing, maturity and dissolution scenarios, probability-weighted and discounted to present value. The significant unobservable inputs used in the fair value measurement were scenario probabilities of 15% and 55%, a discount rate of 12.5% and estimated time to event date of one to three years. As of December 31, 2021, the Company estimated the fair value of the Glycosyn Promissory Note using a probability-weighted discounted cash flow model under a dissolution scenario with partial recovery and no recovery as Glycosyn was in default on that date. The significant assumptions used in valuing the Glycosyn Promissory Note were scenario probabilities of 50%, a recovery rate on first lien debt of 63% and a discount rate of 15%. The Glycosyn Promissory Note had an amended maturity date of December 31, 2022 and was in default on that date. The Company wrote off the Glycosyn Promissory Note on December 31, 2022 as it was deemed uncollectible and recorded a loss on notes receivable of $1.9 million in other income (expense), net on the consolidated statements of operations and comprehensive loss. As of December 31, 2021, the Company estimated the fair value of the Access Bio Convertible Notes using a binomial lattice model with the following key assumptions: 85.5% equity volatility, 0.88 years to maturity, 0.3% risk-free rate, 30.9% risk-adjusted rate and 0% dividend yield. Upon maturity in November 2022, the Company collected in cash the $10.4 million outstanding principal and accrued interest balance of the Access Bio Convertible Notes. The following table provides a reconciliation of notes receivable measured at fair value using Level 3 significant unobservable inputs (in thousands):
Refer to Note 21 for further discussion regarding the potential impacts of the closure of Silicon Valley Bank to the Company’s notes receivable.
Warrant Liabilities The fair value of the Public Warrants is based on the observable quoted price of such warrants on the New York Stock Exchange. The fair value of the Private Placement Warrants is estimated using the Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement. The primary unobservable input used in the valuation of the Private Placement Warrants is expected stock-price volatility. As of December 31, 2022, the Company estimated the volatility of its Private Placement Warrants using a Monte-Carlo simulation of the redeemable Public Warrants that assumes optimal exercise of the Company's redemption option at the earliest possible date. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend yield is based on the historical rate, which the Company anticipates remaining at zero. Refer to Note 9 for additional details on the Company’s warrant liabilities. The following table provides quantitative information regarding Level 3 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates:
The following table provides a reconciliation of the Private Placement Warrants measured at fair value using Level 3 inputs (in thousands):
Contingent Consideration
In connection with the acquisition of FGen, the Company may be required to make contingent earnout payments up to $20.0 million primarily related to the successful integration and deployment of the FGen technology across the Company's programs. The Company also issued restricted stock that is subject to vesting conditions and is classified as contingent consideration liability. A portion of the restricted shares vested during the year ended December 31, 2022 and $1.9 million of the liability was settled as discussed in Note 3.
In connection with the acquisition of Dutch DNA, the Company may be required to make contingent earnout payments up to a maximum of $20.0 million payable upon the achievement of certain technical and commercial milestones by Dutch DNA pursuant to a Technical Development Agreement executed between the Company and Dutch DNA prior to the close of the acquisition. In 2022, the Company made a payment of $0.7 million upon the achievement of a technical development milestone and recorded a corresponding $0.7 million decrease in the fair value of the contingent consideration liability.
In connection with the acquisition of Circularis, the Company may be required to make contingent earnout payments up to a maximum of $40.0 million payable primarily upon the achievement of certain clinical trial milestones over a five-year period.
In connection with the acquisition of Altar, the Company may be required to make contingent earnout payments up to $2.5 million upon the successful transfer of the Altar technology to Ginkgo's sites in the U.S.
The fair value of contingent consideration related to restricted stock issued for acquisitions was estimated using the quoted price of Ginkgo's Class A common stock, an estimate of the number of shares expected to vest, probability of vesting, and a discount rate. The fair value of contingent consideration related to earnout payments from acquisitions was estimated using unobservable (Level 3) inputs as illustrated in the table below. Material increases or decreases in these inputs could result in a higher or lower fair value measurement. Changes in the fair value of contingent consideration are recorded in general and administrative expense in the consolidated statements of operations and comprehensive loss.
The following table provides quantitative information regarding Level 3 inputs used in the fair value measurements of contingent consideration liabilities as of the periods presented:
The following table provides a reconciliation of the contingent consideration liability measured at fair value using Level 3 inputs (in thousands):
Nonrecurring Fair Value Measurements
The Company measures the fair value of certain assets, including investments in privately held companies without readily determinable fair values, on a nonrecurring basis when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
In the second quarter of 2022, the Company recorded a $10.1 million impairment charge, included as a component of loss on investments in the consolidated statements of operations and comprehensive loss, due to the decline in the fair value of the Company's investment in Genomatica preferred stock. The fair value estimates used to determine the impairment charge were determined using enterprise value analyses which include an equal weighing between discounted cash flow analyses and guideline public company and involve significant unobservable (Level 3) inputs. The significant unobservable inputs include the estimated annual net cash flows (including revenue and expense growth rates and capitalization rates), the weighted-average cost of capital used to discount the future cash flows, and the selection of guideline public company multiples for revenue and EBITDA. Material increases or decreases in these inputs could result in a higher or lower fair value measurement.
The Company used a scenario-based method to value SAFEs received from customers in 2022. Under the scenario-based method, future cash flows were evaluated under qualified financing and dissolution scenarios with partial recovery and no recovery in dissolution. The cash flows under each scenario was probability-weighted and discounted to present value. The significant unobservable (Level 3) inputs used in the fair value measurement were scenario probabilities of 18% to 65%, discount rate of 13% and estimated time to event date of to years. |
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Investments and Equity Method Investments |
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| Equity Method Investments and Joint Ventures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investments and Equity Method Investments | 5. Investments and Equity Method Investments The Company partners with other investors to form business ventures, including Motif FoodWorks, Inc. (“Motif”), Allonnia, LLC (“Allonnia”), Arcaea, LLC (“Arcaea”), Verb Biotics, LLC (“Verb”), BiomEdit, LLC (“BiomEdit”) and Ayana Bio, LLC (“Ayana”) (collectively “Platform Ventures”). The Company also partners with existing entities, including Genomatica, Inc. (“Genomatica”) and Synlogic, Inc. (“Synlogic”) (collectively, “Structured Partnerships”) with complementary assets for high potential synthetic biology applications. The Company holds equity interests in these Platform Ventures and Structured Partnerships. The Company also holds equity interests in other public and private companies as a result of entering into collaboration and license revenue arrangements with these entities.
The Company accounts for its investments in Platform Ventures under the equity method. The Company's marketable equity securities consist of Synlogic common stock, Synlogic warrants and the shares of common stock of other publicly traded companies. Marketable equity securities are measured at fair value with changes in fair value recorded in other (expense) income in the consolidated statements of operations and comprehensive loss. The Company’s non-marketable equity securities consist of preferred stock of Genomatica and other privately held companies without readily determinable fair values. Non-marketable equity securities are initially recorded using the measurement alternative at cost and subsequently adjusted for any impairment and observable price changes in orderly transactions for the identical or a similar security of the same issuer. During the year ended December 31, 2022, the Company recorded a $10.1 million impairment charge, included as a component of loss on investments in the consolidated statements of operations and comprehensive loss, due to the decline in the fair value of the Company's investment in Genomatica preferred stock. There were no impairments recorded during the years ended December 31, 2021 and 2020 and no adjustment from observable price changes has been recognized during any of the periods presented.
Beginning in 2022, the Company also holds investments in early-stage synthetic biology product companies via SAFEs. The Company enters into SAFE agreements in conjunction with a revenue contract with a customer under which the Company grants the customer a prepaid Foundry services credit equal to the principal amount of the SAFE (the “Purchase Amount”), which may be used and drawn down as payment for the Company’s research and development activities. The SAFEs will automatically convert into shares of preferred stock equal to the Purchase Amount divided by the discount price, which is calculated as the price per share sold in the equity financing multiplied by a discount rate. The SAFEs also provide the Company with the right to future equity of the entity in a liquidation scenario or the cash-out amount in liquidation and dissolution scenarios or at the election of the SAFE issuer prior to an agreed outside date. The Company initially records SAFEs at fair value (see Note 4) and adjusts the carrying value of the instrument at each reporting period for any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar instrument of the same issuer. There were no impairment charges or observable price changes related to SAFEs during any of the periods presented.
Refer to Note 21 for further discussion regarding the potential impacts of the closure of Silicon Valley Bank to the Company’s investments. Investments and equity method investments consisted of the following (in thousands):
(1) Equity method investments in Platform Ventures with a carrying value of zero as of December 31, 2022 and 2021 were excluded from the table above. (Loss) gain on investments and equity method investments consisted of the following (in thousands):
(1) Comprised of $14.0 million gain on the remeasurement of the Company's equity interest in Joyn at fair value as of the acquisition date offset by a $17.0 million loss on the equity method investment. The loss on equity method investment in Joyn in excess over the carrying value of zero of the equity method investment in Joyn during the year ended December 31, 2022 was recorded as a reduction in the convertible promissory notes receivable from Joyn (see Note 20). |
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Variable Interest Entities |
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Dec. 31, 2022 | |
| Variable Interest Entity, Measure of Activity [Abstract] | |
| Variable Interest Entities | 6. Variable Interest Entities Consolidated Variable Interest Entities As of December 31, 2021, the Company had consolidated three variable interest entities (“VIEs”): Cooksonia, LLC (“Cooksonia”), Verb and Ayana, as the Company held variable interests in and was deemed to be the primary beneficiary of the VIEs. The other investors’ equity interests in the consolidated VIEs are presented as non-controlling interests in the accompanying consolidated financial statements. The Company initially held a 70% equity interest in Cooksonia, which was formed by the Company and certain other investors for the purposes of holding the Company’s investment in Joyn. The Company concluded that it held a variable interest in and was the primary beneficiary of Cooksonia as it controlled the most significant activities of Cooksonia by controlling 100% of the board of directors of Cooksonia and held a controlling financial interest in Cooksonia. During the fourth quarter of 2022, in conjunction with the termination of the Joyn joint venture (Note 3), the Company acquired the remaining 30% non-controlling interest in Cooksonia. The acquisition of the non-controlling interest did not result in a change of control, accordingly, the Company accounted for the acquisition as an equity transaction with no gain or loss recognized in the consolidated statements of operations and comprehensive loss. The carrying amount of the non-controlling interest in Cooksonia was adjusted to zero and Cooksonia became a wholly owned subsidiary of the Company as of December 31, 2022.
As of December 31, 2021, the Company held an interest in 9,000,000 common units (representing 100% of common units at inception) in each of Ayana and Verb, two Platform Ventures formed in September 2021 by the Company and certain of its investors. The Company has agreed to provide Ayana and Verb with certain licenses to intellectual property for use in the development or production of products that the parties agree to research and develop under technical development plans (“TDPs”). Additionally, in September 2021, Ayana and Verb entered into a Series A Preferred Unit Purchase Agreement under which each entity sold 9,000,000 Series A preferred units to certain of the Company’s investors for aggregate proceeds of approximately $30.0 million each. During 2021, the Company concluded that it held a variable interest in and was the primary beneficiary of Ayana and Verb as it controlled the most significant activities of these entities. These conclusions were reached because, as of the primary beneficiary assessment dates in 2021, for both Verb and Ayana: (i) the Company had substantive control of the board of directors; (ii) all capital contributions were made by related parties of Ginkgo; and (iii) Ginkgo or its related parties comprised the entirety of the joint steering committee (“JSC”), the governing body which holds significant oversight with respect to the entities' research and development programs.
2022 Deconsolidation
During 2022, Verb and Ayana each hired a new chief executive officer who was not an affiliate, related party or agent of Ginkgo. The chief executive officer was also appointed to each entity's JSC and board of directors. As a result, the Company concluded it no longer had substantive control of each entity's JSC and board of directors. Accordingly, the Company concluded that it was no longer the primary beneficiary of Verb and Ayana as it no longer controlled the most significant activities of the entities. As a result of this change in the primary beneficiary determination, the Company deconsolidated Verb in the first quarter of 2022 and Ayana in the third quarter of 2022 and recorded a gain on deconsolidation of $31.9 million for the year ended December 31, 2022, in the consolidated statements of operations and comprehensive loss. The gain on deconsolidation was equal to the fair value of the retained interest in each entity as of the deconsolidation date and was calculated using the option pricing method. The option pricing method used a back-solve methodology to infer the total equity value based on the pricing of the Series A preferred unit financing, which is the most recent financing transaction to the deconsolidation event.
The JSC, with equal representation from each of Verb or Ayana and Ginkgo, governs the TDPs under which the Company will perform agreed-upon research and development services in return for consideration on a cost-plus basis for all services provided. Ginkgo has agreed to provide Verb and Ayana with licenses to certain of its intellectual property for use in the development, production and commercialization of each entity's products under the TDPs. The Company's common unit investment in Verb and Ayana is accounted for as an equity method investment, and accordingly, Verb and Ayana are related parties of Ginkgo. The initial carrying value of the equity method investment was equal to the fair value of the retained interest of $15.9 million for Verb and $16.0 million for Ayana as of the applicable deconsolidation date. The Series A preferred units issued by Verb and Ayana receive a liquidation preference prior to common units. As such, the Company concluded that this represents a substantive profit-sharing arrangement and the Company is recognizing earnings and losses on the equity method investment using the HLBV method. The Company recorded a loss on its equity method investment in Verb and Ayana of $31.9 million in the year ended December 31, 2022, due to a basis difference associated with in-process research and development identified as part of the initial accounting for the equity method investment. This loss reduced the carrying value of the equity method investment in each of Verb and Ayana to zero. There is no commitment for the Company to provide further financial support to Verb and Ayana, and therefore the carrying value of the equity method investment will not be reduced below zero.
The aggregate carrying value of total assets and liabilities included on the consolidated balance sheet for consolidated VIEs as of December 31, 2021 was $58.0 million in cash and cash equivalents, $0.7 million in prepaid expense and other current assets, $11.7 million in equity method investments and $0.6 million in current liabilities. Unconsolidated Variable Interest Entities With respect to the Company’s investments in Motif, Allonnia, Genomatica, Arcaea, BiomEdit, Verb and Ayana (subsequent to the deconsolidation of Verb and Ayana) (collectively, the "Unconsolidated VIEs"), the Company has concluded these entities represent VIEs. However, although the Company may have board representation and is involved in the ongoing development activities of the entities via its participation on the JSC, the Company has concluded that it is not the primary beneficiary of these entities. This conclusion is supported by the fact that: (i) the Company does not control the board of directors of any of the Unconsolidated VIEs, and no voting or consent agreements exist between the Company and other members of each respective board of directors or other investors, (ii) the holders of preferred security interests in the Unconsolidated VIEs hold certain rights that require their consent prior to taking certain actions, which include certain significant operating and financing decisions, and (iii) the Company’s representation on the JSC of each respective entity does not give it control over the development activities of any of the Unconsolidated VIEs, as all JSC decisions are made by consensus and there are no agreements in place that would require any of the entities to vote in alignment with the Company. As the Company’s involvement in the Unconsolidated VIEs does not give it the power to control the decisions with respect to their development or other activities, which are their most significant activities, the Company has concluded that it is not the primary beneficiary of the Unconsolidated VIEs.
With respect to Cooksonia’s investment in Joyn prior to the joint venture’s termination on October 17, 2022 (see Note 3), as Cooksonia did not control Joyn’s board of directors, it did not have the power to control the decisions related to the development activities of Joyn, which were its most significant activities. Accordingly, the Company has concluded that Cooksonia was not the primary beneficiary of Joyn. The Company has provided $10.0 million in financial support to Joyn during the year ended December 31, 2022 in the form of convertible promissory notes (see Note 20), which were deemed necessary to fund Joyn’s operations pre-dissolution. The Company expects to incur general and administrative expenses associated with the winding up and dissolution of Joyn.
Additionally, the Company holds equity interests in certain privately-held companies that are not consolidated as the Company is not the primary beneficiary. As of December 31, 2022 and 2021, the maximum risk of loss related to the Company’s unconsolidated VIEs was limited to the carrying value of its investments in such entities. Refer to Notes 5 and 16 for additional details on the Company’s investments and equity method investments. |
Goodwill and Intangible Assets, net |
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| Goodwill and Intangible Assets, net | 7. Goodwill and Intangible Assets, net All goodwill is allocated to the Foundry reporting unit and segment identified in Note 15. Changes in the carrying amount of goodwill consisted of the following (in thousands):
Intangible assets, net consisted of the following (in thousands):
(1) Gross carrying value and accumulated amortization include the impact of cumulative foreign currency translation adjustments. Amortization expense was $5.6 million, $1.2 million and $0.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. The estimated future amortization expense for intangible assets remaining as of December 31, 2022 is as follows (in thousands):
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Leases |
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| Leases | 8. Leases The Company leases real estate for office and lab space as well as equipment used in research and development activities under operating and finance leases.
The Company’s real estate leases have initial lease terms ranging from 13 months to 14.4 years and are all classified as operating. Real estate leases may contain periods of free rent, tenant improvement incentives, expansion options, rent escalation clauses at pre-determined rates or at the prevailing market rates at the time of the increase, and options to extend or terminate the lease without cause at the option of either party during the lease term. The Company is not reasonably certain to exercise these options at the commencement of the lease. Equipment leases have initial lease terms ranging from 12 to 60 months and are classified as operating or finance if the lease contains bargain purchase options which the Company is reasonably certain to exercise.
Variable lease cost for real estate leases primarily consists of certain non-lease components such as real estate taxes, insurance and common area maintenance charges. These non-lease components are typically variable in nature and are recognized as lease expense in the period in which they arise. None of the Company's lease agreement contain material restrictive covenants or residual value guarantees.
The components of total lease cost were as follows:
Rent expense under operating leases was $17.7 million and $7.0 million for the years ended December 31, 2021 and 2020, respectively.
Supplemental cash flow information related to the Company’s operating leases were as follows:
Supplemental balance sheet information related to operating leases were as follows:
The following table summarizes the maturity of the Company’s lease liabilities (in thousands):
In addition to the lease liabilities in the table above, as of December 31, 2022, the Company had $420.9 million of undiscounted commitments related to operating real estate leases that were signed but not yet commenced. These leases are expected to commence in 2023 and 2024 with lease terms of 13 to 15 years.
The Company subleases a portion of its office and lab space to certain of its equity method investees, which are considered related parties. These lease agreements generally have lease terms of up to 5 years and may include renewal options. Related party sublease income for the years ended December 31, 2022, 2021 and 2020 were $3.5 million, $1.1 million and $0.4 million reported within other income (expense), net on the consolidated statements of operations and comprehensive loss. |
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Commitments and Contingencies |
12 Months Ended |
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Dec. 31, 2022 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | 11. Commitments and Contingencies Purchase Obligations On March 31, 2022, the Company entered into a four-year supply agreement with Twist for the purchase of diverse products including synthetic DNA. The agreement is effective as of April 1, 2022 and obligates the Company to spend a minimum of $58.0 million over the four-year term with the following minimum annual commitments (each annual year is defined as April 1 to March 31): year 1, $10.0 million; year 2, $13.0 million; year 3, $16.0 million; and year 4, $19.0 million. Legal Proceedings From time to time, the Company may in the ordinary course of business be named as a defendant in lawsuits, indemnity claims and other legal proceedings. Except as described below, the Company does not believe any pending litigation to be material, or that the outcome of any such pending litigation, in management’s judgment based on information currently available, would have a material adverse effect on the Company’s results of operations, cash flows or financial condition.
On August 4, 2021, a putative securities class action was filed on behalf of purchasers of the common stock of Zymergen, pursuant to or traceable to the registration statement for Zymergen’s initial public offering (“IPO”). The action is pending in the United States District Court for the Northern District of California, and is captioned Wang v. Zymergen Inc., et al., Case No. 3:21-cv-06028-VC. The action alleges violations of Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”) in connection with Zymergen’s IPO, names Zymergen, certain of its former officers and directors, and its IPO underwriters, as defendants and seeks damages in an unspecified amount, attorneys’ fees, and other remedies. Zymergen intends to defend vigorously against such allegations.
On November 9, 2021, one of Zymergen’s then purported shareholders filed a putative derivative lawsuit in the United States District Court for the Northern District of California that is captioned Mellor v. Hoffman, et al., Case No. 3:21-cv-08723-VC. The complaint names certain of Zymergen’s former officers and directors as defendants and Zymergen as nominal defendant based on allegations substantially similar to those in the securities class action. The complaint purports to assert claims on Zymergen’s behalf for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, corporate waste, and contribution under the federal securities laws and seeks corporate reforms, unspecified damages and restitution, and fees and costs. Zymergen intends to defend vigorously against such allegations.
On or about February 7, 2023, a complaint was filed by Fortis Advisors LLC, solely in its capacity as Stockholders’ Representative for the holders of convertible promissory notes of Lodo Therapeutics Corporation (“Lodo”), against our subsidiary, Zymergen, in Delaware Superior Court. The complaint purports to allege violations of California securities laws based on Zymergen’s exchange of its common stock for convertible promissory notes issued by Lodo in connection with Zymergen’s May 2021 acquisition of Lodo. The complaint seeks damages in an unspecified amount, attorneys’ fees, and other remedies. Zymergen intends to defend vigorously against such allegations.
In addition, certain government agencies, including the SEC, have requested information related to Zymergen’s August 3, 2021 disclosure. Zymergen is cooperating fully. Indemnification Agreements The Company enters into standard indemnification agreements and has agreements with indemnification clauses in the ordinary course of business. Under such arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, who are generally the Company’s business partners. The terms of these indemnification arrangements are generally perpetual and effective any time after contract execution. The maximum potential liability resulting from these indemnification arrangements may be unlimited. The Company has never incurred costs to defend lawsuits or settle claims as a result of such indemnifications and the Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations as of December 31, 2022. Registration Rights In connection with the closing of the SRNG Business Combination, the Company entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”) among the Company, SRNG and certain Old Ginkgo stockholders. Pursuant to the Registration Rights Agreement, the Company will be required to register for resale securities held by the stockholders. The Company will have no obligation to facilitate more than two demands per calendar year for each of the SRNG or the Ginkgo Holders (as defined in the Registration Rights Agreement) that the Company register such stockholders’ securities. In addition, the holders have certain “piggyback” registration rights with respect to registrations initiated by the Company. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement. |
Stockholders' Equity |
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| Stockholders' Equity | 12. Stockholders' Equity
Capitalization The following table presents the Company’s authorized, issued, and outstanding common stock as of the dates indicated:
Shelf Registration Statement
On October 4, 2022, the Company filed with the Securities and Exchange Commission (“SEC”) a shelf registration statement on Form S-3 (File No. 333-267743), which was declared effective on October 14, 2022. Under the shelf registration, the Company may offer and sell from time to time, in one or more series or issuances and on terms determined at the time of the offering, any combination of its Class A common stock, preferred stock, warrants and/or units up to an aggregate amount of $500 million. As of December 31, 2022, approximately $400 million remain available under the shelf registration.
Underwritten Public Offering
On November 15, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BTIG, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell to the Underwriter an aggregate of 41,383,877 shares at a public offering price of $2.4164 per share, representing an underwriting discount of 9%. Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option exercisable for 30 days to purchase up to an additional 6,207,581 shares of its Class A common stock, which expired unexercised. The shares were sold pursuant to an effective shelf registration statement on Form S-3 (File No. 333-267743) and a related prospectus supplement filed with the SEC. The net proceeds to the Company from the offering was approximately $98.9 million, after deducting estimated offering expenses. The Company intends to use the net proceeds of this offering to offset the cash used to finance the acquisition of certain of the assets and liabilities of Bayer and for other general corporate purposes.
Old Ginkgo Convertible Preferred Stock
In May and July of 2020, the Company received gross proceeds of $94.4 million from the issuance of 30,855,065 shares of Series E convertible preferred stock to various investors at a price of $3.06 per share.
Immediately prior to the closing of the SRNG Business Combination on September 16, 2021, all outstanding Series B, C, D, and E convertible preferred stock converted into shares of Old Ginkgo common stock on a one-for-one basis. Upon closing of the SRNG Business Combination, those shares converted into an aggregate 904.7 million shares of Ginkgo's Class A common stock pursuant to the Exchange Ratio established in the Merger Agreement. All fractional shares were rounded down.
Preferred Stock
The Company is authorized to issue 200,000,000 shares of preferred stock with a par value $0.0001 per share. The Company’s board of directors are authorized, without stockholder approval, to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, voting, and other rights, preferences and privileges of the shares. There were no issued and outstanding shares of preferred stock as of December 31, 2022.
Common Stock
As a result of the SRNG Business Combination, the Company has retroactively restated the shares issued and outstanding prior to September 16, 2021 to give effect to the Exchange Ratio.
The Company is authorized to issue 15,800,000,000 shares of common stock, including 10,500,000,000 shares of Class A common stock, par value $0.0001 per share, 4,500,000,000 shares of Class B common stock, par value $0.0001 per share, and 800,000,000 shares of Class C common stock, par value $0.0001 per share.
Voting
Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Holders of Class C common stock are not entitled to vote except as otherwise expressly provided in the certificate of incorporation or required by applicable law.
Dividends
Common stockholders are entitled to receive dividends, as may be declared by the board of directors. Different classes of common stock are legally entitled to equal per share distributions whether through dividends or liquidation. No dividends have been declared to date.
Conversion
Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Generally, shares of Class B common stock will convert automatically into Class A common stock upon the holder ceasing to be an Eligible Holder (i.e., director, employee, trust or legal entity of Ginkgo), unless otherwise determined by affirmative vote of a majority of independent directors of Ginkgo.
Common Stock Reserved for Future Issuances The Company had the following common stock reserved for future issuance as of the date indicated:
(1) Excludes unvested earnout shares which are restricted shares issued to equity holders of Old Ginkgo as part of the SRNG Business Combination (Note 3) and are recorded in equity as shares outstanding upon satisfying the vesting conditions. |
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Warrant Liabilities |
12 Months Ended |
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Dec. 31, 2022 | |
| Warrants [Abstract] | |
| Warrant Liabilities | 9. Warrant Liabilities Upon the closing of the SRNG Business Combination, the Company assumed 34,499,925 publicly-traded warrants (“Public Warrants”) and 17,325,000 private placement warrants (the “Private Placement Warrants”) held by the Sponsor. Both the Public Warrants and the Private Placement Warrants were issued in conjunction with the consummation of SRNG’s initial public offering on February 26, 2021. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The warrants will expire five years from the completion of the SRNG Business Combination, or earlier upon redemption or liquidation.
No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants. On November 23, 2021, the Company’s registration statement covering such shares became effective. The Company may redeem the outstanding Public Warrants: • in whole and not in part • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.
If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants.
The Private Placement Warrants are identical to the Public Warrants, except that (i) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (ii) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants were entitled to registration rights, which was satisfied on November 23, 2021 when the Company’s registration statement covering such shares became effective. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
As of December 31, 2022, the aggregate values of the Public Warrants and the Private Placement Warrants was $6.9 million and $4.0 million, respectively, representing warrants outstanding to purchase 35.0 million shares and 16.8 million shares, respectively, of the Company's Class A common stock. The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities on the consolidated statements of operations and comprehensive loss. See Note 4 for additional information. |
Supplemental Balance Sheet Information |
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| Supplemental Balance Sheet Information [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Supplemental Balance Sheet Information | 10. Supplemental Balance Sheet Information Cash, Cash Equivalents and Restricted Cash The reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the totals shown within the consolidated statements of cash flows is as follows (in thousands):
(1) Includes cash balances collateralizing letters of credit associated with the Company’s facility leases and a customer prepayment requiring segregation and restrictions in its use in accordance with the customer agreement. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands):
Inventory, net Inventory, net consisted of the following (in thousands):
Property, Plant, and Equipment, net Property, plant, and equipment, net consisted of the following (in thousands):
As of December 31, 2021, lab equipment recorded under capital leases in accordance with ASC 840, Leases, totaled $4.1 million, with accumulated depreciation of $2.1 million. Upon the adoption of ASC 842 on January 1, 2022, the Company reclassified capital leases as finance lease ROU assets, which are included in other non-current assets on the consolidated balance sheet as of December 31, 2022. Amortization expense associated with assets recorded under capital leases was included with depreciation and amortization expense for the year ended December 31, 2021. Additionally, upon the adoption of ASC 842, the Company derecognized build-to-suit assets of $12.8 million classified as facilities as of December 31, 2021, with related accumulated amortization of $1.1 million, and build-to-suit assets of $6.1 million classified as construction in progress as of December 31, 2021. Depreciation and amortization expense for the years ended December 31, 2022, 2021 and 2020 totaled $36.9 million, $26.9 million and $12.6 million, respectively. Other Non-Current Assets Other non-current assets consisted of the following (in thousands):
Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands):
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Stock-Based Compensation |
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| Stock-Based Compensation | 13. Stock-Based Compensation
The following table summarizes stock-based compensation expense by financial statement line item in the Company’s consolidated statements of operations and comprehensive loss for the periods presented (in thousands):
2022 Inducement Plan On October 16, 2022, the Company's Board of Directors adopted the Ginkgo Bioworks Holdings, Inc. 2022 Inducement Plan (the “2022 Inducement Plan”), which is a non-shareholder approved equity incentive plan adopted pursuant to the “inducement exception” provided under NYSE Listed Company Manual Section 303A.08. Pursuant to the terms of the 2022 Inducement Plan, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock units, restricted stock and other stock-based awards as an inducement material to individuals being hired or rehired following a bona fide period of interruption of employment, as an employee of the Company or any of its subsidiaries, including in connection with a merger or acquisition. The terms of the 2022 Inducement Plan are substantially similar to the terms of the Company’s 2021 Incentive Award Plan. The Company has reserved 25.0 million shares of the Company’s common stock (which may be shares of Class A common stock or Class B common stock) for issuance under the 2022 Inducement Plan. As of December 31, 2022, 7,161,125 shares are available for future issuance under the 2022 Inducement Plan. 2021 Incentive Award Plans On September 16, 2021, the 2021 Incentive Award Plan (the “2021 Plan”) became effective. The 2021 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options, stock appreciation rights, restricted stock, dividend equivalents, RSUs and other stock or cash-based awards to employees, consultants and directors of Ginkgo and its subsidiaries. The aggregate number of shares of common stock available for issuance under the 2021 Plan, which may be issued as Class A common stock and/or Class B common stock, was initially 200,440,957 shares. As of December 31, 2022, 185,532,349 shares are available for future issuance under the 2021 Plan. The number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase for ten years on January 1 of each year in an amount equal to the lesser of (a) 4.0% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board. The maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan is 200 million shares. Shares issued under the 2021 Plan may consist of authorized but unissued shares, shares purchased on the open market or treasury shares. 2021 Employee Stock Purchase Plan On September 16, 2021, the 2021 Employee Stock Purchase Plan (the “ESPP”) became effective. The ESPP authorizes (i) the grant of options that are intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Internal Revenue Code of 1986 (the “Section 423 Component”) and (ii) the grant of options that are not intended to be tax-qualified (the “Non-Section 423 Component”). All of the Company’s employees are expected to be eligible to participate in the ESPP. However, with respect to the Section 423 Component, an employee may not be granted rights to purchase stock under the ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of the Company’s common stock.
The ESPP permits the Company to deliver up to 20 million shares of common stock pursuant to awards issued under the ESPP, which may be Class A common stock and/or Class B common stock. The number of shares of common stock reserved for issuance under the ESPP will automatically increase each January 1 by an amount equal to the lesser of (a) 1% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board, provided that no more than 100 million shares may be issued under the Section 423 Component. Prior to or in connection with issuing any shares of common stock under the ESPP, the ESPP administrator may convert awards covering shares of Class B common stock to Class A common stock. As of December 31, 2022, no awards have been granted under the ESPP. 2014 Stock Incentive Plan The 2014 Stock Incentive Plan (the “2014 Plan”) provided for the Company to grant options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and other stock-based awards. From and after the effective date of the 2021 Incentive Award Plan, the Company ceased granting awards under the 2014 Plan. However, the 2014 Plan continues to govern the terms and conditions of the outstanding awards previously granted thereunder. Shares of common stock underlying any awards that are forfeited, cancelled, repurchased, or otherwise terminated by the Company under the 2014 Plan will be added back to the shares available for issuance under the 2021 Incentive Award Plan. 2008 Stock Incentive Plan The 2008 Stock Incentive Plan (the “2008 Plan”) provided for the Company to grant options and restricted stock awards (“RSAs”). From and after the effective date of the 2014 Stock Incentive Plan, the Company ceased granting awards under the 2008 Plan. However, the 2008 Plan continues to govern the terms and conditions of the outstanding awards previously granted thereunder. Shares of common stock underlying any awards that are forfeited, cancelled, repurchased, or otherwise terminated by the Company under the 2008 Plan will be added back to the shares available for issuance under the 2021 Incentive Award Plan. Stock Options Options outstanding under the 2008 Plan and 2014 Plan are fully vested. Options outstanding under the 2021 Plan consist of awards granted to non-employee directors and are of two types: (i) initial awards granted to newly elected or appointed directors, which vest in three equal annual installments, and (ii) subsequent awards, which vest on the earlier of the first anniversary of the grant date or the day prior to the next annual shareholder meeting. All stock options expire no later than ten years after the grant date. The exercise price of each option under the 2021 Plan is equal to the closing price of the Company’s common stock on the date of grant. A summary of stock option activity for the year ended December 31, 2022 is presented below:
(1) The aggregate intrinsic value is calculated as the difference between the Company's closing stock price on the last trading day of the year and the exercise prices, multiplied by the number of in-the-money stock options. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2022, 2021 and 2020 was $21.5 million, $91.0 million and $5.3 million, respectively. The weighted-average fair value of options granted during the years ended December 31, 2022 and 2021 was $1.92 and $8.97 per share, respectively, and was calculated using the following assumptions. No options were granted during 2020.
As of December 31, 2022, there was $1.2 million of unrecognized compensation expense related to stock options to be recognized over a weighted-average period of 1.4 years. Restricted Stock and Restricted Stock Units RSAs granted under the 2014 Plan are subject to a service-based vesting condition and generally vest in equal monthly installments over four years. RSUs granted under the 2014 Plan are subject to two vesting conditions: (i) a service-based vesting condition that is generally met over four years with 25% of the shares vesting on the first anniversary of the grant date with monthly vesting thereafter, and (ii) a performance-based vesting condition that is met through a liquidity event in the form of either a change of control or an initial public offering (“the performance condition”). RSUs granted under the 2021 Plan are subject to a service-based vesting condition only that is generally met over four years with 25% of the shares vesting on the first anniversary of the grant date with monthly vesting thereafter. Prior to the SRNG Business Combination, no stock-based compensation expense had been recognized related to RSUs granted under the 2014 Plan as the performance condition was not probable of being met and the SRNG Business Combination did not meet the definition of a liquidity event as defined in the 2014 Plan. As a result of the SRNG Business Combination, on November 17, 2021 (“Modification Date”) the Board of Directors modified the vesting terms of RSUs granted under the 2014 Plan to allow 10% of the RSUs that met the service condition as of the closing of the SRNG Business Combination (the “10% RSUs”) to vest with respect to the performance condition, effective as of November 19, 2021, the date on which the Form S-8 registration statement covering such shares became effective. In addition, on November 17, 2021 the Board of Directors modified the vesting terms of the remaining RSUs granted under the 2014 Plan such that they will vest in full with respect to the performance condition on or before March 15, 2022 (the original service-based vesting condition is still applicable). As a result of these modifications, the performance condition for all RSUs granted under the 2014 Plan became probable of being met during the fourth quarter of 2021. As the performance condition was not probable of being met prior to the modification, the RSU awards were remeasured using the price of $13.59 per share as of the Modification Date pursuant ASC 718 and the Company recorded a cumulative-catch up adjustment to reflect the change in the probability assessment. The modification resulted in approximately $1,492.2 million of incremental stock-based compensation expense recognized in the fourth quarter of 2021 based on the Modification Date fair value. The Company cash settled the 10% RSUs for a total cash payment of $76.5 million equal to the fair value of the stock on the Form S-8 effective date. Subsequent to the modification, compensation expense for the modified RSUs is recognized using an accelerated attribution method over the requisite service period for each employee award. The Company recognized $1,678.4 million of compensation expense related to the modified RSUs in the year ended December 31, 2022. In September 2021, the Board of Directors modified the terms of RSUs granted to non-employee directors by adding a cash settlement feature to the awards which allowed the non-employee directors to elect to settle in cash up to 50% of their RSUs that were vested with respect to the service condition on or prior to December 31, 2021 (the “50% RSUs”). The director RSUs were subject to the same performance condition as all other RSUs granted under the 2014 Plan. In the fourth quarter of 2021, all directors elected to cash settle the 50% RSUs. As a result, the 50% RSUs are classified as liability awards and the liability is measured at fair value at the reporting date. The aggregate fair value of the liability classified awards was $26.6 million as of December 31, 2021 which is included in accrued expenses and other current liabilities on the consolidated balance sheet. In the first quarter of 2022, the Company cash settled the 50% RSUs, or approximately 3.2 million RSUs, for a total cash payment of $9.8 million. A summary of the RSU and RSA activity for the year ended December 31, 2022 is presented below:
The weighted average grant date fair value of RSUs granted during the years ended December 31, 2022, 2021 and 2020 was $3.19, $13.53 and $2.68, respectively. The weighted average grant date fair value of RSUs granted during the year ended December 31, 2021 of $13.53 per share represents the weighted average of the Modification Date fair value and any post modification grant date fair values. The weighted average grant date fair value of RSUs granted during the year ended December 31, 2020 of $2.68 per share is no longer relevant for expense recognition due to the modification in the fourth quarter of 2021. No RSAs were granted during 2022, 2021, and 2020.
The aggregate fair value of the RSUs that vested during the years ended December 31, 2022 and 2021 was $1,783.8 million and $1,149.5 million, respectively. No RSUs vested during 2020 as the performance condition was not probable of being met. The aggregate fair value of the RSAs that vested during the years ended December 31, 2022, 2021 and 2020 was $0.4 million, $0.5 million and $0.5 million, respectively.
As of December 31, 2022, there was $462.2 million of unrecognized compensation expense related to RSUs to be recognized over a weighted-average period of 3.2 years and less than $0.1 million of unrecognized compensation expense related to RSAs to be recognized over a weighted-average period of 0.2 years. Earnouts As described in Note 3, the holders of Rollover Equity Awards outstanding immediately prior to the effective time of the SRNG Business Combination received a proportional amount of the Earnout Consideration, which is divided into four equal tranches subject to vesting during the five years after the Closing Date (the “Earnout Period”). The earnout shares in respect of the Rollover Equity Awards are subject to the same terms and conditions as the underlying Rollover Equity Awards (including with respect to vesting and termination-related provisions). Additionally, the earnout shares in respect of the Rollover Equity Awards are subject to a market condition that will be met when the trading price of the Company's common stock is greater than or equal to $12.50, $15.00, $17.50 and $20.00 for any 20 trading days within any period of 30 consecutive trading days during the Earnout Period (collectively, the “Earnout Targets”). To the extent that the Earnout Targets are not achieved during the Earnout Period, the portion of the Earnout Consideration that remains subject to vesting and forfeiture at the end of the Earnout Period will be forfeited to Ginkgo for no consideration and cancelled.
As described above, the earnout shares related to Old Ginkgo RSUs (“Earnout RSUs”) are subject to the same performance condition as the underlying RSUs. As a result of the November 2021 modification to the RSUs described above, the performance condition became probable of being met in the fourth quarter of 2021. The modification resulted in approximately $173.5 million of incremental stock-based compensation expense recognized in the fourth quarter of 2021 related to the Earnout RSUs based on the Modification Date fair value. The first earnout target of $12.50 per share was met on November 15, 2021 and the earnout shares related to the first tranche of the Earnout Consideration for which the service condition had also been met became vested and were settled, less shares withheld to cover tax withholding obligations. The Company recognized $193.3 million of compensation expense related to the modified Earnout RSUs in the year ended December 31, 2022.
The grant date fair value of Earnout RSUs was estimated on the Closing Date and remeasured on the Modification Date using a Monte Carlo simulation model with the following assumptions:
A summary of activity during the year ended December 31, 2022 for the Earnout RSUs and the earnout shares underlying Old Ginkgo RSAs ("Earnout RSAs") is presented below:
The aggregate fair value of the Earnout RSUs and Earnout RSAs that vested during the year ended December 31, 2022 was $52.0 million. As of December 31, 2022, there was $21.2 million of unrecognized compensation expense related to earnout shares to be recognized over a weighted-average period of 2.0 years. |
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Revenue Recognition |
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| Revenue Recognition | 14. Revenue Recognition Disaggregation of Revenue The following table sets forth the percentage of total Foundry revenue by industry:
The Company’s revenue is derived from customers located primarily in the United States. For the years ended December 31, 2022, 2021, and 2020, the Company’s revenue from customers within the United States comprised 88%, 86% and 88%, respectively, of total revenue. Contract Balances The Company recognizes a contract asset when the Company transfers goods or services to a customer before the customer pays consideration or before payment is due, excluding any amounts presented as accounts receivable. The Company did not have any contract assets as of December 31, 2022 and 2021. Contract liabilities, or deferred revenue, primarily consist of payments received in advance of performance under the contract or when the Company has an unconditional right to consideration under the terms of the contract before it transfers goods or services to the customer. The Company’s collaborative arrangements with its equity investees and related parties typically include upfront payments consisting of cash or non-cash consideration for future research and development services and non-cash consideration in the form of equity securities for licenses that will be transferred in the future. The Company records the upfront cash payments and fair value of the equity securities as deferred revenue. The Company also invoices customers based on contractual billing schedules, which results in the recording of deferred revenue to the extent payment is received prior to the Company’s performance of the related services. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract. During the year ended December 31, 2022, the Company recognized $45.6 million of revenue that was included in the contract liabilities balance of $189.2 million as of December 31, 2021. During the year ended December 31, 2021, the Company recognized $28.8 million of revenue that was included in the contract liabilities balance of $128.5 million as of December 31, 2020. Performance Obligations The aggregate amount of the transaction price that was allocated to performance obligations that have not yet been satisfied or are partially satisfied as of December 31, 2022 and 2021 was $123.5 million and $21.1 million, respectively. The Company has elected the practical expedient not to provide the remaining performance obligation disclosures related to contracts for which the Company recognizes revenue on a cost-plus basis in the amount to which it has the right to invoice and for contracts with a term of one year or less. As of December 31, 2022, of the performance obligations not yet satisfied or partially satisfied, nearly all is expected to be recognized as revenue during the years 2023 to 2025. When a milestone subject to the variable consideration constraint is achieved, the Company updates its estimate of the transaction price to include the milestone payment and records a cumulative catch-up in revenue. During the years ended December 31, 2022 and 2021, the Company recorded $10.0 million and $6.4 million, respectively, of cumulative catch-up in revenue primarily due to recognition of previously constrained variable consideration related to milestones. The cumulative catch-up adjustment in 2020 was not material. |
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Segment Information |
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| Segment Information | 15. Segment Information Prior to 2022, the Company operated as a single reportable segment. In the first quarter of 2022, the Company reorganized its operations into two operating and reportable segments: Foundry and Biosecurity. The reorganization reflects changes made to the Company's internal management structure and how the Company's chief operating decision makers (“CODMs”) evaluate operating results and make decisions on how to allocate resources. All prior-period comparative segment information was recast to reflect the current reportable segments in accordance with ASC 280, Segment Reporting. The Company's reportable segments are described as follows: • Foundry consists of research and development services performed under collaboration and license agreements relating to the Company’s cell programming platform. The Company’s cell programming platform includes two core assets: the Foundry, highly efficient biology lab facilities, enabled by investment in proprietary workflows, custom software, robotic automation, and data science and analytics, which is paired with the Company’s Codebase, a collection of biological “parts” and a database of biological data used to program cells. The Foundry segment includes costs incurred for the development, operation, expansion and enhancement of the Foundry and Codebase. Foundry revenue, which we may also refer to as cell engineering revenue, is derived from Foundry usage fees and downstream value share in the form of milestone payments, royalties or equity interests. • Biosecurity consists of COVID-19 testing products and services primarily provided to public health authorities. Biosecurity revenue is derived from sales of test kits and testing and reporting services fees.
The reportable segments are the segments of the Company for which discrete financial information is available and for which segment results are regularly reviewed by the Company's CODMs, comprised of the Chief Executive Officer and the Chief Operating Officer, for purposes of allocating resources and assessing financial performance. The Company’s CODMs evaluate the financial performance of the Company’s segments based upon segment revenues and operating income. The Company’s measure of segment operating income for management reporting purposes excludes the impact of stock-based compensation expense, depreciation and amortization and changes in fair value of certain contingent liabilities. The Company’s CODMs do not evaluate operating segments using asset information. The accounting policies used in the preparation of reportable segments financial information are the same as those used in the preparation of the Company’s consolidated financial statements.
The following table presents summary results of the Company’s reportable segments for the periods indicated (in thousands):
(1) Includes $10.3 million and $5.0 million in employer payroll taxes for the years ended December 31, 2022 and 2021. Employer payroll taxes for the year ended December 31, 2020 were not material. |
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Significant Collaboration Transactions |
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| Significant Collaboration Transactions [Abstract] | |
| Significant Collaboration Transactions | 16. Significant Collaboration Transactions BiomEdit, LLC In April 2022, the Company, along with one of its investors and third-party investors, including Elanco Animal Health Inc. (“Elanco”), launched BiomEdit, LLC (“BiomEdit”), a microbiome innovation company that intends to discover, design and develop novel probiotics, microbiome derived bioactives and engineered microbial medicines in the field of animal health. Concurrently with the launch, the Company entered into (i) an Intellectual Property Contribution Agreement (“BiomEdit IP Agreement”) that granted BiomEdit a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“BiomEdit TDA”) that establishes the terms under which the Company will provide technical research and development services, and (iii) a Common Unit Issuance Agreement (“BiomEdit CUIA”) which compensates the Company for its intellectual property contribution. Contemporaneous with these agreements, BiomEdit entered into a Series A Preferred Unit Purchase Agreement under which it sold 6,662,500 Series A preferred units to one of the Company’s investors and a third-party investor, for aggregate proceeds of approximately $32.5 million. After the initial closing, BiomEdit may issue up to an additional 1,537,500 Series A preferred units (the “Additional Units”) to one or more purchasers reasonably acceptable to the existing holders of Series A preferred units.
Under the BiomEdit IP Agreement, the Company licensed certain intellectual property to BiomEdit for use in the development or production of BiomEdit’s products that the parties will subsequently agree to research and develop under technical development plans (“TDP”). The license rights provide BiomEdit with the ability to commercialize the specified products from the corresponding TDP under the BiomEdit TDA. In return for the license to the intellectual property, BiomEdit issued the Company 3,900,000 common units upon execution of the BiomEdit CUIA. In the event BiomEdit does not sell all of the Additional Units, up to 731,250 common units held by Ginkgo will be forfeited. Under the BiomEdit TDA, the parties jointly agree on TDPs, through equal representation on a joint steering committee, under which the Company will perform agreed-upon research and development services in return for consideration on a fixed fee or cost-plus basis for all services provided.
Accounting Analysis
The common unit investment in BiomEdit is considered an equity method investment as a result of the Company’s ability to exercise significant influence over BiomEdit’s financial and operating policies through its ownership of common units. The initial carrying value of the equity method investment in BiomEdit is the fair value of the nonforfeitable common units of $8.9 million received in exchange for the BiomEdit IP Agreement which, as discussed below, is being accounted for as non-cash consideration under ASC 606. The Company determined that the 731,250 common units held by Ginkgo subject to forfeiture are considered variable consideration that is fully constrained at contract inception until the contingencies related to the issuance of the additional shares are resolved. The fair value of BiomEdit’s common units was determined at inception of the agreements using the option pricing method. The option pricing method used a back-solve methodology to infer the total equity value based on the pricing of the Series A preferred unit financing, which was contemporaneous with the BiomEdit IP Agreement.
The Series A preferred units issued by BiomEdit receive a liquidation preference prior to common units. As such, the Company concluded that this represents a substantive profit-sharing arrangement, and the Company is recognizing earnings and losses on the equity method investment using the HLBV method. The Company recorded a $8.5 million loss on its equity method investment in BiomEdit during the year ended December 31, 2022. As of December 31, 2022, the carrying value of the equity method investment in BiomEdit was $0.4 million.
The relationship with BiomEdit is a vendor-customer relationship and is within the scope of ASC 606, as the provision of services and corresponding license rights are considered a part of the Company’s ordinary activities. The common units issued to the Company represent non-cash consideration. While the BiomEdit TDA has been executed by the parties and provides the payment terms for future services, the BiomEdit TDA does not provide for any transfer of goods or services between the parties. However, the Company will provide licenses and services upon execution of the contemplated TDPs. Accordingly, the Company concluded that the BiomEdit TDA, in combination with the BiomEdit CUIA, met the definition of a contract under ASC 606. Each TDP executed under the BiomEdit TDA will be accounted for in accordance with ASC 606.
The Company’s performance obligations under the BiomEdit TDA consist of four material rights to future technical research and development services and commercial licenses under individual TDPs that the Company expects to execute. The material rights represent an advance payment for the license rights, which will be granted upon the execution of future TDPs. As there is no additional payment for these license rights when future TDPs are executed, the Company has determined that there is a material right associated with each of the contemplated TDPs under the BiomEdit TDA. The Company has allocated approximately $2.2 million of the upfront non-cash consideration to each of the four material rights based on the estimated standalone selling price of the performance obligations.
Upon the execution of a TDP underlying a material right, the Company is obligated to provide technical research and development services under the TDP and a license to applicable patents and other intellectual property designed and developed under the TDP. The technical research and development services and license provided under a TDP are highly interdependent and interrelated with one another. Without the Company’s knowledge, expertise, and platform, there would not be a licensable strain or other commercializable product to transfer to BiomEdit. Further, BiomEdit has rights to intellectual property created as part of each TDP, irrespective of the result of the development. Therefore, each executed TDP underlying a material right consists of one combined performance obligation for the technical research and development services and license to be provided by the Company.
For each TDP underlying a material right, the transaction price consists of (i) either a fixed fee or, if a cost-plus arrangement, variable consideration for the most likely amount of estimated consideration to be received and (ii) non-cash consideration allocated to the material rights. As the services performed by the Company under a TDP create or enhance an asset that BiomEdit controls as the asset is created or enhanced, the Company satisfies the performance obligation and recognizes revenue over time. The Company uses an input method that compares total costs incurred relative to total estimated cost to complete to estimate progress under the contract. Any revisions to the estimated total budgeted costs to complete, and the resulting impact to revenue recognition, are reflected in the period of the change through a cumulative catch-up adjustment.
As of December 31, 2022, the Company had a deferred revenue balance of $8.1 million with BiomEdit. During the year ended December 31, 2022, the Company recognized revenue of $1.0 million from services provided to BiomEdit. Arcaea, LLC Summary of Arrangement Arcaea was formed in March 2021 to focus on the application of synthetic biology in the personal care products industry. In March 2021, the Company entered into (i) an Intellectual Property Contribution Agreement (“Arcaea IP Agreement”) that granted Arcaea a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“Arcaea TDA”) that establishes the terms under which the Company will provide technical research and development services, and (iii) a Common Unit Issuance Agreement (“Arcaea CUIA”) which compensates the Company for its intellectual property contribution. Contemporaneous with these transactions, Arcaea entered into a Series A Preferred Unit Purchase Agreement under which it sold 1,755,000 Series A preferred units to certain of the Company’s investors, for aggregate proceeds of approximately $19.5 million. The Series A Preferred Unit Purchase Agreement provided for the sale and issuance of up to an additional 7,245,000 Series A preferred units subsequent to the initial closing. In subsequent closings during 2021, Arcaea issued an additional 5,139,900 Series A preferred units to existing and third-party investors for aggregate proceeds of approximately $57.1 million and closed its Series A preferred unit financing. As a result, the Company received an additional 5,229,900 common units in Arcaea for total consideration of $35.5 million. Under the Arcaea IP Agreement, the Company licensed certain intellectual property to Arcaea for use in the development or production of Arcaea’s products that the parties will subsequently agree to research and develop under TDPs. The license rights provide Arcaea with the ability to commercialize the specified products from the corresponding TDP under the Arcaea TDA. In return for the license to the intellectual property, Arcaea has agreed to issue the Company up to 9,000,000 common units in accordance with certain terms and conditions set forth within the agreements. The Company received 1,755,000 common units upon execution of the Arcaea CUIA and an additional 5,229,900 common units upon subsequent closings of the Series A preferred unit financing in 2021 (as discussed above). No additional common units are expected to be issued to the Company. Under the Arcaea TDA, the parties jointly agree on TDPs, through equal representation on a joint steering committee, under which the Company will perform agreed-upon research and development services in return for consideration on a cost-plus basis for all services provided. Accounting Analysis
The common unit investment in Arcaea is considered an equity method investment as a result of the Company’s ability to exercise significant influence over Arcaea’s financial and operating policies through its ownership of common units. The initial carrying value of the equity method investment in Arcaea is the fair value of the common units of $11.9 million received in exchange for the Arcaea IP Agreement which, as discussed below, was accounted for as deferred revenue at inception. The fair value of Arcaea’s common units was determined at inception of the agreements using the option pricing method. The option pricing method used a back-solve methodology to infer the total equity value based on the pricing of the Series A preferred unit financing, which was contemporaneous with the Arcaea IP Agreement. Further, the Company determined the rights to up to an additional 7,245,000 common units did not meet the definition of a freestanding financial instrument and are not representative of a derivative. The right to the additional common units is considered variable consideration that is fully constrained at inception and until the contingencies related to the issuance of the additional shares are resolved.
The Series A preferred units issued by Arcaea receive a liquidation preference prior to common units. As such, the Company concluded that this represents a substantive profit-sharing arrangement, and the Company is recognizing earnings and losses on the equity method investment using the HLBV method. The Company recorded a $11.9 million loss on its equity method investment in Arcaea in 2021. The loss allocated to the Company primarily relates to Arcaea’s accounting for the non-cash consideration related to the Arcaea IP Agreement as in-process research and development, which resulted in the full value of the Company’s intellectual property contribution being expensed in 2021. As of December 31, 2021, the carrying value of the equity method investment in Arcaea has been reduced to zero. There is no commitment for the Company to provide further financial support to Arcaea, and therefore the carrying value of the equity method investment will not be reduced below zero.
The relationship with Arcaea is a vendor-customer relationship and is within the scope of ASC 606, as the provision of services and corresponding license rights are considered a part of the Company’s ordinary activities. The common units issued to the Company represent non-cash consideration. While the Arcaea TDA has been executed by the parties and provides the payment terms for future services, the Arcaea TDA does not provide for any transfer of goods or services between the parties. However, the Company will provide licenses and services upon execution of the contemplated TDPs. Accordingly, the Company concluded that the Arcaea TDA, in combination with the Arcaea CUIA, met the definition of a contract under ASC 606. Each TDP executed under the Arcaea TDA will be accounted for in accordance with ASC 606.
The Company’s performance obligations under the contract consist of ten material rights to future technical research and development services and commercial licenses under individual TDPs that the Company expects to execute under the Arcaea TDA. The material rights represent an advance payment for the license rights, which will be granted upon the execution of future TDPs. As there is no additional payment for these license rights when future TDPs are executed, the Company has determined that there is a material right associated with each of the contemplated additional TDPs under the Arcaea TDA. The Company has allocated approximately $1.2 million of the upfront non-cash consideration to each of the ten material rights based on the estimated standalone selling price of the performance obligations. During the year ended December 31, 2021, the additional $35.5 million of non-cash consideration, which represents previously constrained variable consideration, was allocated to each of the ten performance obligations under the arrangement with Arcaea of $3.6 million each consistent with the initial relative selling price allocation. Unexercised material rights are recorded as non-current deferred revenue until such time as the parties execute a TDP conveying a commercial license.
Upon the execution of a TDP underlying a material right, the Company is obligated to provide technical research and development services under the TDP and a license to applicable patents and other intellectual property designed and developed under the TDP. The technical research and development services and license provided under a TDP are highly interdependent and interrelated with one another. Without the Company’s knowledge, expertise, and platform, there would not be a licensable strain or other commercializable product to transfer to Arcaea. Further, Arcaea has rights to intellectual property created as part of each TDP, irrespective of the result of the development. Therefore, each executed TDP underlying a material right consists of one combined performance obligation for the technical research and development services and license to be provided by the Company.
For each TDP underlying a material right, the transaction price consists of variable consideration for the most likely amount of estimated consideration to be received under the cost-plus arrangement and non-cash consideration allocated to the material rights. As the services performed by the Company under a TDP create or enhance an asset that Arcaea controls as the asset is created or enhanced, the Company satisfies the performance obligation and recognizes revenue over time. The Company uses an input method that compares total costs incurred relative to total estimated cost to complete to estimate progress under the contract. Any revisions to the estimated total budgeted costs to complete, and the resulting impact to revenue recognition, are reflected in the period of the change through a cumulative catch-up adjustment.
As of December 31, 2022 and 2021, the Company had a deferred revenue balance of $38.3 million and $47.4 million, respectively, with Arcaea. During the years ended December 31, 2022 and 2021, the Company recognized revenue of $13.5 and $3.7 million, respectively, from services provided to Arcaea. Allonnia, LLC Summary of Arrangement In December 2019, the Company entered into (i) an Intellectual Property Contribution Agreement (“Allonnia IP Agreement”) that granted Allonnia a license to certain of the Company’s intellectual property, (ii) a Technical Development Agreement (“Allonnia TDA”) that establishes the terms under which the Company is providing technical development services, and (iii) a Common Unit Issuance Agreement which provides for the issuance of common units of Allonnia to the Company in exchange for the license rights granted under the Allonnia IP Agreement. Contemporaneous with these agreements, Allonnia entered into a Series A Preferred Unit Purchase Agreement under which Allonnia sold 2,970,000 Series A Preferred Units to certain of the Company’s investors, as well as a third-party investor, for aggregate proceeds of approximately $33.0 million. Allonnia also agreed to issue an additional 630,000 Series A Preferred Units to a strategic partner as compensation for the delivery of future services to Allonnia. The Series A Preferred Unit Purchase Agreement also provided for the sale and issuance of up to an additional 5,400,000 Series A Preferred Units subsequent to the initial closing. In 2020, Allonnia issued an additional 1,844,911 Series A Preferred Units, 1,664,911 of which were sold for aggregate proceeds of $18.5 million and 180,000 of which were issued in exchange for the rights to certain intellectual property which will vest based on the achievement of milestones associated with the development of the intellectual property received. In 2021, Allonnia issued an additional 22,500 Series A Preferred Units for aggregate proceeds of $0.2 million and closed their Series A Preferred Unit financing. Under the Allonnia IP Agreement, the Company licensed intellectual property to Allonnia for use in the development or production of its products that the parties will subsequently agree to develop under TDPs. The license rights provide Allonnia with the ability to commercialize the specified products from the corresponding strain or enzyme, which can only be developed by the Company under the Allonnia TDA. The Company received 3,600,000 common units as consideration for the license upon execution of the Allonnia IP Agreement and an additional 1,867,411 common units during the year ended December 31, 2021 in connection with the closing of the Series A preferred unit financing. Under the Allonnia TDA, the parties jointly agree, through equal representation on a joint steering committee, on TDPs for specific strains and enzymes, in which the Company will perform agreed upon development services in return for consideration on a cost-plus basis for all services provided. Accounting Analysis The common unit investment in Allonnia is considered an equity method investment as a result of the Company’s ability to exercise significant influence over Allonnia's financial and operating policies through its ownership of common units. The initial carrying value of the equity method investment in Allonnia is the fair value of the common units of $24.5 million received in exchange for the Allonnia IP Agreement which, as discussed below, was accounted for as deferred revenue at inception. The fair value of Allonnia’s common units was determined at inception of the agreements using the option pricing method. The option pricing method used a back-solve methodology to infer the total equity value based on the pricing of the Series A Preferred Unit financing, which was contemporaneous with the Allonnia IP Agreement. Further, the Company determined the rights to up to an additional 5,400,000 common units did not meet the definition of a freestanding financial instrument and are not representative of a derivative. The right to the additional common units is considered variable consideration that is fully constrained at inception and until the contingencies related to the issuance of the additional shares are resolved. This contingency was resolved in 2021 when the Company received an additional 1,867,411 common units in connection with the closing of the Series A preferred unit financing. The Series A Preferred Units issued by Allonnia receive a liquidation preference prior to common units. As such, the Company concluded that this represents a substantive profit-sharing arrangement and the Company is recognizing earnings and losses on the equity method investment using the HLBV method. The Company recorded a loss on equity method investment of $24.5 million in 2019 and $12.7 million in 2021 as a result of the application of the HLBV method. The loss allocated to the Company primarily relates to Allonnia’s accounting for the non-cash consideration related to the Allonnia IP Agreement as in-process research and development, which resulted in the full value of the Company’s intellectual property contribution being expensed in the year that the shares were issued. As of December 31, 2021, the carrying value of the equity method investment in Allonnia has been reduced to zero. There is no commitment for the Company to provide further financial support to Allonnia and therefore the carrying value of the equity method investment will not be reduced below zero. The relationship with Allonnia is a vendor-customer relationship and is within the scope of ASC 606 as the provision of services and corresponding license rights are considered a part of the Company’s ordinary activities and the common units represent non-cash consideration. While the Allonnia TDA has been executed by the parties and provides the payment terms for future services, the Allonnia TDA does not provide for any transfer of goods or services between the parties. However, the Company will provide licenses and services upon execution of the contemplated TDPs. Accordingly, the Company concluded that the Allonnia TDA met the definition of a contract under ASC 606 and each TDP executed under the Allonnia TDA will be accounted for in accordance with ASC 606. The Company’s performance obligations under the contract consist of ten material rights related to the estimated number of TDPs the parties expect to execute under the Allonnia TDA. The material rights represent an advance payment for the license rights which will be granted upon the execution of each TDP. As there is no additional payment for these license rights upon execution of a TDP, the Company has determined that there is a material right associated with each of the contemplated future TDPs. The Company has allocated $2.5 million of the upfront non-cash consideration to each of the ten performance obligations under the contract based on the estimated standalone selling price of the performance obligations. Unexercised material rights are recorded as non-current deferred revenue until such time as the parties execute a TDP. Upon the execution of each TDP, the Company is obligated to provide development services under the TDP and a license to applicable patents and other intellectual property to the ingredient developed under the plan. The license and research and development services under a TDP are highly interdependent and interrelated with one another. Without the Company’s knowledge, expertise, and platform, there would not be a licensable strain or other commercializable product to transfer to Allonnia. Further, Allonnia has rights to all development intellectual property created as part of each TDP, irrespective of the result of the development. Therefore, each executed TDP consists of one combined performance obligation for the license and research and development services to be performed by the Company. For each TDP, the transaction price consists of variable consideration for the most likely amount of estimated consideration to be received under the cost-plus arrangement and the $2.5 million allocation of the fixed non-cash consideration. As the services performed by the Company create or enhance an asset that Allonnia controls as the asset is created or enhanced, the Company satisfies the performance obligation and recognizes revenue over time. The Company uses an input method that compares total costs incurred relative to total estimated cost to complete to estimate progress under the contract. Any revisions to the estimated total budgeted costs to complete, and the resulting impact to revenue recognition, are reflected in the period of the change through a cumulative catch-up adjustment. In 2021, the additional non-cash consideration of $12.7 million, which represents previously constrained variable consideration, was allocated to all of the performance obligations consistent with the initial relative selling price allocation and a cumulative catch up was recognized for the TDPs in process. As of December 31, 2022 and 2021, the Company had a deferred revenue balance of $35.9 million and $38.0 million, respectively, with Allonnia. During the years ended December 31, 2022, 2021 and 2020, the Company recognized revenue of $4.3 million, $5.1 million and $5.0 million, respectively, from services provided to Allonnia. Motif FoodWorks, Inc. Summary of Arrangement In September 2018, the Company entered into (i) an Intellectual Property Contribution Agreement (“Motif IP Agreement”) with Motif that granted Motif a license to certain of the Company’s intellectual property and (ii) a Technical Development Agreement (“Motif TDA”) that establishes the terms under which the Company is providing technical development services. Under the Motif IP Agreement, the Company licensed intellectual property to Motif for use in strain development to produce ingredients that the parties will subsequently agree to develop under TDPs. The license rights provide Motif with the ability to commercialize the specified ingredients from the corresponding strain, which can only be developed by the Company under the Motif TDA. In return for the license to the intellectual property, Motif granted the Company 9,000,900 shares of common stock. Concurrent with the Motif IP Agreement, Motif also sold 8,100,720 shares of Series A preferred stock to certain of the Company’s investors, as well as third-party investors, for aggregate proceeds of approximately $90.0 million. The Motif TDA governs the procurement of the Company’s expertise and technical development services to collaborate in the research, development, and commercialization of specified ingredients. Under the Motif TDA, the parties jointly agree on TDPs for specific ingredients, in which the Company will perform agreed upon development services in return for consideration on a cost-plus fixed margin basis for all services provided. At inception, the Company estimated that it would execute ten TDPs with Motif. Accounting Analysis The investment in Motif common stock is considered an equity method investment as a result of the Company’s ability to exercise significant influence over the financial and operating policies through its common stock ownership. The initial carrying value of the equity method investment in Motif is the fair value of the common stock received in exchange for the Motif IP Agreement of $65.1 million which, as discussed below, is being accounted for as non-cash consideration under ASC 606. As Motif’s Series A preferred stockholders receive a liquidation preference prior to common stock, the Company concluded that this represents a substantive profit-sharing arrangement. Accordingly, the Company is recognizing earnings and losses on the equity method investment using the HLBV method. The Company recorded a loss on equity method investment of $65.1 million from inception through December 31, 2018 which reduced the carrying value to zero. The loss allocated to the Company primarily relates to Motif’s accounting for the non-cash consideration related to the Motif IP Agreement as in-process research and development, which resulted in the full value of Company’s intellectual property contribution being expensed in the period ended December 31, 2018, at which time the carrying value of the equity method investment in Motif had been reduced to zero. There is no commitment for the Company to provide further financial support to Motif and therefore the carrying value of the equity method investment will not be reduced below zero. As a result, no loss was recognized during the years ended December 31, 2022, 2021 and 2020 on the equity method investment. The overall arrangement with Motif is a vendor-customer relationship and is within the scope of ASC 606 as the provision of development services and corresponding license rights are considered a part of the Company’s ordinary activities. The licenses contemplated under the Motif IP Agreement are contingent upon a TDP being agreed to by the parties under the Motif TDA and only relate to strains that are developed under a TDP. While the TDPs require approval by the parties, the parties initially estimated that ten TDPs would be negotiated under the arrangement. The Company’s performance obligations under the Motif IP Agreement consist of ten material rights, related to the initial set of ingredients that the parties desired to develop in the first two years. The material rights represent an advance payment for the license rights which will be granted upon the execution of each TDP. As there is no additional payment for these license rights upon execution of a TDP, the Company has determined that there is a material right associated with each of the contemplated TDPs. The common stock received under the Motif IP Agreement is considered non-cash consideration and has been recognized at fair value. The Company determined the fair value of the common stock was $65.1 million at inception of the agreement with the assistance of a third-party valuation specialist, which was initially recorded as non-current deferred revenue. The option pricing model used a back-solve methodology to determine the total equity value based on the pricing of the Series A financing, which was contemporaneous with the Motif IP Agreement. The Company has allocated $6.5 million to each of the ten material rights. The Company allocated the transaction price based on the estimated standalone selling price of the material rights which is, in turn, based on the intrinsic value of the right and the probability of exercise. Upon the execution of each TDP, the Company is obligated to provide development services under the TDP and a license to applicable patents and other intellectual property to the ingredient developed under the plan. The license and research and development services under a TDP are highly interdependent and interrelated with one another. Without the Company’s knowledge, expertise and platform, there would not be a licensable strain or other commercializable product to transfer to Motif. Further, Motif has rights to all development intellectual property created as part of each TDP, irrespective of the result of the development. Therefore, each executed TDP consists of one combined performance obligation for the license and research and development services to be performed by the Company. For each TDP, the transaction price consists of variable consideration for the most likely amount of estimated consideration to be received under the cost-plus arrangement and the $6.5 million which was allocated to the associated material right under the Motif IP Agreement. As the services performed by the Company create or enhance an asset (i.e., the specified ingredient) that Motif controls as the asset is created or enhanced, the Company satisfies the performance obligation and recognizes revenue over time. The Company uses an input method that compares total costs incurred relative to total estimated cost to complete to estimate progress under the contract. Any revisions to the estimated total budgeted costs to complete, and the resulting impact to revenue recognition, are reflected in the period of the change through a cumulative catch-up adjustment. As of December 31, 2022 and 2021, the Company had a deferred revenue balance of $52.0 million and $52.2 million, respectively, with Motif. During the years ended December 31, 2022, 2021 and 2020, the Company recognized revenue of $1.9 million, $20.2 million and $20.8 million, respectively, from services provided to Motif. Genomatica, Inc. 2016 Genomatica Agreement In 2016, the Company purchased Series A preferred stock of Genomatica, Inc. (“Genomatica”), a biotechnology company specializing in the development and manufacturing of intermediate and specialty chemicals from both sugar and alternative feedstocks. The Company also entered into a Collaboration Agreement with Genomatica (“Genomatica Collaboration”) in connection with the financing. The Genomatica Collaboration was entered into to share expertise on biotechnology solutions. Specifically, Genomatica provided the Company with scale-up and process optimization functions, and the Company has provided Genomatica with certain technology development functions generally centered on high throughput strain engineering capabilities. The Genomatica Collaboration’s focus was on obtaining new customers for either party that could benefit from the combined expertise of both parties, and the agreement provides for profit-sharing allocations between Genomatica and the Company depending on the category of the potential product. Each party is responsible for their own costs incurred under an agreed upon TDP. 2018 Genomatica Agreement In September 2018, the Company entered into a stock purchase agreement with Genomatica under which it received $40.0 million of Series B preferred stock from Genomatica. In lieu of cash consideration, the Company entered into a Foundry Terms of Service Agreement (“Genomatica FSA”) with Genomatica in which the Company would provide up to $40.0 million in services at no charge to Genomatica (“Initial Prepayment”). The Genomatica FSA terminated the Genomatica Collaboration and changed the pricing terms for work performed under TDPs to a cost-plus fixed margin agreement. Genomatica can apply a portion of the $40.0 million in prepaid services to outstanding invoices under the Genomatica FSA, subject to certain limitations that require cash payment for services over certain monthly thresholds. Further, while the Genomatica FSA replaced the Genomatica Collaboration, any fees that would have been paid to or by the Company under contracts previously governed by the Genomatica Collaboration continued to be shared between the parties. These amounts are either (i) added to, if payable to the Company, or (ii) reduced from, if payable to Genomatica, the balance of the prepaid services over the term of the arrangement, with certain restrictions. As of December 31, 2021 and 2020, the Company has received $8.3 million and $6.9 million, respectively, under the Genomatica FSA. All contracts previously governed by the Genomatica Collaboration have ended as of December 31, 2021, therefore, no additional payments are expected. Accounting Analysis The Company concluded the preferred stock investment was not in-substance common stock and therefore did not qualify for accounting as an equity method investment. Rather, the Company concluded the preferred stock investment should be accounted for as an equity security as it represents an ownership interest in Genomatica that is not mandatorily redeemable nor does the Company have the unilateral right to redeem the preferred stock. Genomatica’s preferred stock is not exchange-traded and does not have a readily determinable fair value. Therefore, the Company accounts for the Genomatica preferred stock under the measurement alternative for equity investments that do not have a readily determinable fair value, which in this case is at historical cost. As of December 31, 2022 and 2021, the cost of the investment in Genomatica preferred stock was $44.9 million and $55.0 million, respectively, and is included in investments on the consolidated balance sheet. Under the Genomatica Collaboration, the Company was entitled to receive a portion of fees earned from third party customers of Genomatica that were within the scope of the agreement. The Company accounted for the collaboration under ASC 808, however the Company applied ASC 606 by analogy for measurement and recognition purposes. Under the Genomatica Collaboration, the Company’s promises consisted of (i) licenses to the Company’s intellectual property, related to the specified development work, and (ii) research and development services. The Company determined that there was a single, combined performance obligation consisting of research services and licenses to certain intellectual property. The Company recognized the revenue for the combined performance obligation using an over-time input method, as the Company’s performance under the contract created or enhanced the target product or strain as such product or strain was developed. The Company measured progress based on the cost incurred relative to total forecasted cost. The Genomatica FSA represents a modification to the Genomatica Collaboration that resulted in a change in transaction price from milestones to a cost-plus fixed margin structure. The Genomatica FSA did not result in the addition of any distinct promised goods or services, and the Company’s remaining obligation post-modification was to finish the partially satisfied development work that had commenced under the Genomatica Collaboration. This performance obligation was satisfied during the year ended December 31, 2019 and the parties have entered into subsequent TDPs under the Genomatica FSA. As of December 31, 2022 and 2021, the Company had a deferred revenue balance of $6.3 million and $17.1 million, respectively, with Genomatica. During the years ended December 31, 2022, 2021 and 2020, the Company recognized revenue of $10.9 million, $12.9 million and $9.4 million, respectively, from services provided to Genomatica. Joyn Bio, LLC Summary of Arrangement In September 2017, the Company and certain other investors formed Cooksonia for the purposes of holding the Company’s investment in Joyn. Concurrently, Cooksonia entered into a commitment agreement with Bayer CropScience LP (“Bayer”) to form Joyn. The purpose of Joyn was to research, develop, discover, and commercialize engineered microbes for use in agriculture. The initial program used advanced techniques in biology to study and engineer naturally occurring soil microbes and their nitrogen-fixing genes to enable crops to produce their own fixed nitrogen and reduce the nitrogen fertilizer required. The Company contributed $5.0 million in cash and certain intellectual property to Cooksonia in exchange for a 70% equity interest in Cooksonia (“Class A Units”). Cooksonia received $20.0 million in cash from another investor, who is a related party of the Company, for a 20% equity interest in Cooksonia (“Class B Units”). Cooksonia also received certain intellectual property from Genomatica and issued Genomatica a 10% equity interest in Cooksonia (“Cooksonia Class C Units”) and paid Genomatica $5.0 million in cash. Subsequently, Cooksonia contributed $20.0 million and all intellectual property received from the Company and Genomatica in exchange for a 50% equity interest in Joyn. Bayer contributed $20.0 million in cash funding plus specified intellectual property. In addition, Bayer committed to contribute up to an additional $60.0 million to be paid subject to certain funding procedures. In return, Bayer obtained a 50% equity interest in Joyn. The agreements may be terminated by mutual agreement, following a change in control, and for breach. Joyn was governed by a Board of Managers (“Joyn Board”) comprised of equal representation of the Company and Bayer. The Joyn Board had all the rights, powers, obligations, and authority to manage the business and affairs of Joyn. The Company also entered into a Foundry Services Agreement (“Joyn FSA”) with Joyn under which the Company will provide Joyn with technical services and preferred access to the Company’s facilities. Joyn paid the Company a non-refundable $20.0 million prepayment for services to be provided under the Joyn FSA (“Joyn Prepaid Services”). The Joyn Prepaid Services can be utilized for technical services performed by the Company, its subcontractors, and third parties involved in the performance of the overall technical services. Amounts due to the Company are applied to the balance of Joyn Prepaid Services as earned. During the year ended December 31, 2019, Joyn made an additional $15.0 million prepayment for services (“Joyn Additional Prepaid Services”). Under certain Joyn termination scenarios, any amount of unused Joyn Additional Prepaid Services shall be repaid by the Company to Joyn. Accounting Analysis From inception, the Company’s investment in Cooksonia has represented a controlling financial interest, resulting in consolidation of Cooksonia within the Company’s consolidated financial statements (see Note 6). The initial cash and in-kind contributions the Company made to Cooksonia have been recorded at carrying value as the transaction was with entities under common control. All assets of Cooksonia after the initial investments, net of the amounts paid to Genomatica, were contributed to Joyn for a 50% equity interest in Joyn. The initial carrying value of the Company’s equity interest in Cooksonia was $13.1 million, comprised of the initial $5.0 million cash investment and an $8.1 million adjustment for Cooksonia’s claim on net assets in accordance with ASC 810, Consolidation, recognized to reflect a certain investor’s liquidation preference in a termination event that represents a substantive profit-sharing agreement. The initial carrying value of the non-controlling interest was comprised of cash and intellectual property contributions from the other investors of $29.7 million, less the $8.1 million adjustment for the non-controlling interest holders’ claim on the net assets of Cooksonia. Cooksonia accounted for its 50% equity interest in Joyn as an equity method investment based on the size of its equity interest and its influence on the board of directors. The equity method investment in Joyn was recorded at an initial carrying value of $97.9 million, which was the fair value of Cooksonia’s interest in Joyn. The fair value was determined by management with the assistance of a third-party valuation specialist. The option pricing model used a back-solve methodology to determine the total equity value based on the pricing of the Class B Units which were exchanged for cash. The license of intellectual property to Joyn has been accounted for under ASC 606 as described below. Upon liquidation, the net assets of Joyn are not distributed in accordance with each party’s respective ownership interest. Depending on the circumstances or type of liquidation event, Bayer or Cooksonia may receive certain preference payments or priority in the assets that are distributed. These preferences represent a substantive profit-sharing arrangement and, accordingly, Cooksonia recognized earnings and losses on its equity method investment using the HLBV method. Refer to Note 6 for additional details on Cooksonia's investment in Joyn. The Company accounted separately under ASC 606 for Cooksonia’s contribution of its intellectual property and the services performed by the Company under technical project plans governed by the Joyn FSA. The Company accounted for the intellectual property sale and the technical services separately as the two agreements were not negotiated with a single commercial objective, the consideration under each agreement was not interdependent, and the intellectual property contribution from Cooksonia was separate and distinct from the research and development services performed under the Joyn FSA. The Company considers the granting of licenses to the Company’s intellectual property as part of its ordinary business activities, and therefore Cooksonia’s contribution of intellectual property to Joyn represented a contract with a customer. The intellectual property contained multiple licenses for which control transferred at inception and all revenue associated with the licenses was recognized during the year ended December 31, 2017. The Joyn FSA functioned as a master services agreement that provided a framework for the research and development services relationship between the Company and Joyn. The Joyn FSA did not create a contract under ASC 606 as it did not identify goods or services to be performed nor did it define consideration under the contract. Upon the execution of a technical project plan under the Joyn FSA, the arrangement qualified as a contract under ASC 606. The Company accounted for each technical project separately. Each technical project plan provided for distinct services in the context of the contract, was separately negotiated with Joyn, focused on different specified strains with separate scopes of work, and had its own budget. The sole performance obligation under each individual technical project plan consisted of the research and development services as the requisite licenses were transferred prior to the execution of the technical project plans. The transaction price for each technical project plan was determined at plan inception based on the consideration that the Company negotiated in exchange for the services to be provided. The Company’s performance under each technical project plan created or enhanced assets under Joyn’s control. Joyn received the benefits of the output of the research and development services which allowed Joyn to make strategic business decisions on the direction of each product candidate. Therefore, the Company satisfied the respective performance obligations and recognized revenue over time. On October 17, 2022, Bayer and Ginkgo entered into the JV Termination Agreement, which initiated the dissolution of Joyn (see Note 3). Upon dissolution, the Company's deferred revenue balance with Joyn was applied to Bayer’s Technical Development Agreement with the Company. As of December 31, 2022 and 2021, the Company had a deferred revenue balance of $0 and $4.6 million, respectively, with Joyn, representing the remaining balance of the prepaid services. During the years ended December 31, 2022, 2021 and 2020, the Company recognized revenue of $2.9 million, $5.3 million and $7.3 million, respectively, from services provided to Joyn for which the balance was applied against deferred revenue. Amyris, Inc. During 2017, the Company terminated its collaborative relationship with Amyris, Inc. (“Amyris”) as provided in the Amyris Collaboration Agreement and executed a settlement arrangement (“Partnership Agreement”) under which the Company is entitled to receive (i) value share payments owed to the Company under the Amyris Collaboration Agreement, (ii) payments of $0.8 million each quarter commencing on December 31, 2018 through the quarter ended September 30, 2022, and (iii) payments due under an interest bearing $12.0 million promissory note. The parties amended the agreements during the year ended December 31, 2020 to defer certain payments and provide Amyris waivers for noncompliance with certain covenants. As of December 31, 2020, the Company was owed (i) the $12.0 million principal balance on the promissory note which matures on October 19, 2022 and (ii) payments under the Partnership Agreement, as amended, which includes quarterly payments of $0.2 million to $0.3 million through September 2022 and an end of term payment of $9.8 million on October 19, 2022. The Company concluded that all amounts due are a settlement for accounting purposes as the payments are being made without any obligation from the Company to Amyris. The balance due on the promissory note and right to payments due under the Partnership Agreement are not recognized in the Company’s financial statements until the gain is realized. The Company recognizes any payments made under the Partnership Agreement and promissory note, including interest, when the cash is received as a component of other (expense) income. On November 15, 2021, the Company received a $22.8 million payment from Amyris in full settlement of all amounts due under the Partnership Agreement including (i) the $12.0 million principal balance on the promissory note and all interest due, (ii) all quarterly payments due under the Partnership Agreement through September 2022 and (iii) an end of term payment of $9.8 million. Payments received from Amyris are recorded as gain on settlement of partnership agreement in the consolidated statements of operations and comprehensive loss. Synlogic, Inc. Summary of Arrangement In June 2019, the Company entered into several agreements with Synlogic, a publicly traded clinical-stage biopharmaceutical company focused on advancing drug discovery and development for synthetic biology-derived medicines. The Company entered into a Subscription Agreement with Synlogic whereby it purchased 6,340,771 shares of common stock at $9.00 per share for a total purchase price of $57.1 million, which represented a 19.9% equity interest in Synlogic. The Company also entered into a Warrant Agreement whereby it received the right to purchase 2,548,117 shares of common stock of Synlogic at an exercise price of $9.00 per share. The Company made a non-refundable prepayment related to the exercise price of the warrant equal to $8.99 per share for a total payment of $22.9 million. The warrant is only exercisable to the extent the Company’s interest in Synlogic does not exceed 19.99%. The Company also entered into a Foundry Services Agreement (“Synlogic FSA”) whereby Synlogic provided $30.0 million in cash as a non-refundable prepayment for Foundry services. The prepaid Foundry services can be utilized for development of collaboration strains. Services performed under the services agreement will be applied to the prepaid amount based on the contractual rates included in the contract, based on costs incurred plus a fixed margin. Work will be performed under the Synlogic FSA pursuant to TDPs. Each TDP will pursue the development of a specific collaboration strain and/or production protocol. The Synlogic FSA will terminate upon the earlier of the exhaustion of the prepayment amount in full or the fifth anniversary of the effective date of the agreement and may be extended in certain circumstances. Accounting Analysis The overall arrangement with Synlogic includes the Subscription Agreement whereby the Company purchased shares of Synlogic common stock, the Warrant Agreement whereby the Company prepaid a significant portion of the exercise price of the warrant to purchase Synlogic common stock, which is non-refundable, and the Synlogic FSA whereby the Company will perform services for Synlogic. The Company concluded that these agreements should be considered one arrangement for accounting purposes as they were entered into at the same time and negotiated as a package with a single commercial objective. At inception, the common stock investment in Synlogic was considered an equity method investment as the Company did not have a controlling financial interest in Synlogic but did have the ability to influence the financial and operating policies through its ownership of common stock. The Company elected to apply the fair value option to account for the equity method investment as the fair value of Synlogic’s common stock is objectively determinable based on quoted market prices in an active market for the identical securities. At inception, the fair value of the equity method investment in Synlogic was recorded at $35.8 million as a component of equity method investments on the consolidated balance sheet. Beginning with the third quarter of 2021, due to a decrease in the level of ownership, the investment no longer qualifies for the equity method and was reclassified from equity method investments to investments on the consolidated balance sheet, and from loss on equity method investments to (loss) gain on investments on the consolidated statements of operations and comprehensive loss for all periods presented. However, the Company continues to apply the fair value option to account for its investments in Synlogic. The Company has also elected to apply the fair value option to account for the warrant to purchase Synlogic common stock, which at inception was recorded at $14.4 million as a component of investments on the consolidated balance sheet. See Note 4 for additional information related to the fair value measurements of Synlogic common stock and the Synlogic warrants and Note 5 for additional information related to the net gains and losses recognized during the periods presented related to these securities. The Company concluded that the TDPs represent contracts with a customer and will be accounted for under ASC 606. At inception, Synlogic prepaid $30.0 million for services under the Synlogic FSA. The prepaid services were reduced by $29.8 million, which represents the excess of the aggregate $80.0 million the Company paid to purchase Synlogic’s common stock and warrant over the respective fair values of those instruments. This resulted in a deferred revenue balance of $0.2 million at inception, which is being recognized over the period in which the Company will provide services to Synlogic. The Company recognized nominal amounts of revenue during each of the years ended December 31, 2022, 2021 and 2020 from services provided to Synlogic. As of December 31, 2022 and 2021, the Company had a deferred revenue balance of less than $0.1 million with Synlogic. |
Employee Benefit Plan |
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| Retirement Benefits [Abstract] | |
| Employee Benefit Plan | 17. Employee Benefit Plan The Company has a 401(k) retirement plan covering substantially all employees. Under the retirement plan, employees make voluntary contributions and the Company makes a 5% non-elective contribution for all employees based on compensation, subject to Internal Revenue Service contribution limits. For the years ended December 31, 2022, 2021 and 2020, the Company contributed $6.1 million, $3.7 million and $2.2 million, respectively, to the retirement plan. |
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| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes | 18. Income Taxes For the years ended December 31, 2022, 2021 and 2020, the loss before income taxes consisted of the following (in thousands):
For the years ended December 31, 2022, 2021 and 2020, the Company incurred the following income tax (benefit) expense (in thousands):
A reconciliation of income tax (benefit) expense computed at the statutory corporate income tax rate to the effective income tax rate for the years ended December 31, 2022, 2021 and 2020 is as follows:
The Company’s deferred tax assets and liabilities consist of the following (in thousands):
Activity in the deferred tax assets valuation allowance is summarized as follows (in thousands):
The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. The Company considered its history of cumulative net losses incurred since inception and has concluded that it is more likely than not that it will not realize the benefits of the deferred tax assets. Accordingly, a valuation allowance has been established against the deferred tax assets as of December 31, 2022 and 2021 that are not expected to be realized. The Company reevaluates the positive and negative evidence at each reporting period. The valuation allowance increased on a net basis by approximately $250.0 million during the year ended December 31, 2022 primarily due to an increase in the deferred tax asset related to capitalized research and development costs, as required by the Tax Cuts and Jobs Act of 2017, and the increase in the net operating losses and tax credits carryforwards. As of December 31, 2022, the Company had federal net operating loss carryforwards of approximately $1,838.0 million, of which $139.2 million begin to expire in 2029 and $1,698.8 million can be carried forward indefinitely. As of December 31, 2022, the Company had state net operating loss carryforwards of approximately $734.1 million, of which $661.9 million begin to expire in 2030 and $72.2 million can be carried forward indefinitely. As of December 31, 2022, the Company had foreign net operating losses of approximately $1.4 million, of which $0.5 million begin to expire in 2030 and $0.9 million can be carried forward indefinitely. As of December 31, 2022, the Company had federal research and development tax credit carryforwards of approximately $30.3 million which begin to expire in 2029. As of December 31, 2022, the Company also had state research and development and investment tax credit carryforwards of approximately $55.7 million which begin to expire in 2030. Under Sections 382 and 383 of the U.S. Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited. In general, an ownership change generally occurs if there is a cumulative change in its ownership by 5% stockholders that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under U.S. state tax laws. The Company may have experienced an ownership change in the past and may experience ownership changes in the future as a result of future transactions in its share capital, some of which may be outside of the Company’s control. As a result, if the Company earns net taxable income, the Company's ability to use its pre-change net operating loss carryforwards, or other pre-change tax attributes, to offset U.S. federal and state taxable income and taxes may be subject to significant limitations. We assess the impact of various tax reform proposals and modifications to existing tax treaties in all jurisdictions where we have operations to determine the potential effect on our business and any assumptions we have made about our future taxable income. We cannot predict whether any specific proposals will be enacted, the terms of any such proposals or what effect, if any, such proposals would have on our business if they were to be enacted. On August 9, 2022, the U.S. government enacted the Creating Helpful Incentives to Produce Semiconductors (“CHIPS Act”), which includes an advanced manufacturing investment tax credit and tax incentives related to semiconductor manufacturing, among other provisions. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA”), which imposes a new corporate alternative minimum tax (“CAMT”), an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives, among other provisions. The CAMT is effective for tax years beginning after December 31, 2022, while the excise tax applies to repurchases of stock after December 31, 2022. The effective dates of the energy-related incentives vary. The Company evaluated the impacts of the CHIPS Act and the IRA and concluded that they do not have a material impact on the Company’s consolidated financial statements. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which the Company operates. In the normal course of business, the Company is subject to examination by U.S. federal, state, local, and foreign taxing authorities, where applicable. There are currently no tax examinations in progress. As of December 31, 2022, with few exceptions, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for tax years before 2013. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state taxing authorities to the extent utilized in a future period. The Company accounts for uncertain tax positions using a more likely than not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates uncertain tax positions on an annual basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. As of December 31, 2022 and 2021, the Company had no recorded liabilities for uncertain tax positions and had no accrued interest or penalties related to uncertain tax positions. The Company does not expect a material change in unrecognized tax benefits in the next twelve months. |
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| Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Loss per Share | . Net Loss per Share As a result of the SRNG Business Combination, the Company has retroactively restated the weighted average shares outstanding prior to September 16, 2021 to give effect to the Exchange Ratio.
The Company computes net loss per share of the Class A common stock and Class B common stock using the two-class method required for participating securities. The earnings per share amounts are the same for the different classes of common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or liquidation. The calculation of basic and diluted earnings per common share are as follows (in thousands, except per share amounts):
The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to Ginkgo Bioworks Holdings, Inc. common stockholders for the periods presented because including them would have been anti-dilutive:
(1) Represents earnout shares for which the vesting conditions have not been satisfied. |
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Related Parties |
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| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Parties | 20. Related Parties Related party transactions included in the consolidated balance sheet, excluding the Company’s investments and equity method investments, are summarized below (in thousands):
Related party transactions included in the consolidated statements of operations and comprehensive loss, excluding the losses on the Company’s investments and equity method investments, are summarized below (in thousands):
Beginning in April 2022, the Company purchased a series of convertible promissory notes from its then equity method investee, Joyn, in the aggregate principal amount of $10.0 million for the purpose of financing Joyn's working capital needs. Each convertible promissory note was unsecured, had a maturity date of March 31, 2023 and an interest rate of 4.5% per annum. The notes were automatically convertible into equity at a 20% discount upon a qualifying equity financing. Additionally, the Company could elect to convert the notes into equity at a 20% discount upon a non-qualifying equity financing, at maturity, or elect to be repaid in cash upon a change in control or initial public offering. The Company evaluated the notes’ conversion and redemption features for embedded derivatives and determined that there is no embedded derivative to record. The Company also determined that the convertible notes are not in-substance common stock and therefore are not considered an additional investment in the equity method investee. During the year ended December 31, 2022, the carrying amount of the notes was reduced by $5.3 million, which represented the excess loss on the equity method investment in Joyn over the carrying value of the investment, which has been reduced to zero during the period. The outstanding balance of the notes receivable was effectively settled as part of the business combination transaction with Bayer and Joyn described in Note 3 and was included as part of the consideration paid for the business combination.
Refer to Note 5 and 16 for additional details on the Company’s investments and equity method investments held in its related parties. |
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Subsequent Events |
12 Months Ended |
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Dec. 31, 2022 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 21. Subsequent Events On March 10, 2023, Silicon Valley Bank (“SVB”), based in Santa Clara, California, was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. At the time of closing, the Company’s wholly-owned subsidiary Zymergen had a total cash balance of approximately $74 million held in deposit accounts at SVB, of which approximately $10 million is held as collateral for letters of credit under certain lease agreements. The Company does not maintain any other material accounts or lines of credit with SVB. The cash balance with SVB at the time of closing represents approximately 6% of the Company’s cash and cash equivalents as of December 31, 2022. The Company is currently evaluating the potential impact of SVB’s failure on its customers, vendors, investees and other third parties. To the extent that these counterparties are adversely affected, the Company may experience difficulty collecting accounts and notes receivable, loss of revenues, impairments to non-marketable equity securities and SAFEs, and a decrease in the fair value of investments and notes receivable. At this time, an estimate of the financial effect, if any, of SVB’s closure on the Company’s financial position, results of operations and cash flows cannot be made. The Company is continually monitoring developments related to the recovery of its uninsured funds at SVB as well as the potential impacts of SVB’s closure on the Company’s counterparties. |
Summary of Significant Accounting Policies (Policies) |
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| Accounting Policies [Abstract] | |||||||||||||||||
| Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The SRNG Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, SRNG was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Ginkgo issuing stock for the net assets of SRNG, accompanied by a recapitalization. The net assets of SRNG are stated at historical cost, with no goodwill or other intangible assets recorded. The determination of Old Ginkgo as the accounting acquirer was primarily based on the fact that Old Ginkgo’s former shareholders currently have the largest voting interest in Ginkgo, all of the management of Ginkgo is comprised of Old Ginkgo’s former executive management, Old Ginkgo's former directors and individuals designated by, or representing, Old Ginkgo shareholders constitute a majority of the initial Ginkgo Board, and the operations of Old Ginkgo comprise all of the ongoing operations of Ginkgo.
The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Old Ginkgo. The shares and corresponding capital amounts and loss per share prior to the Reverse Recapitalization have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. |
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| Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, majority owned subsidiaries and variable interest entities if the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated. |
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| Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
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| Variable Interest Entities | Variable Interest Entities The Company evaluates its variable interests in variable interest entities (“VIE”) and consolidates VIEs when the Company is the primary beneficiary. The Company determines whether it is the primary beneficiary of each VIE based on its assessment of whether the Company possesses both (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses that could be significant to the VIE or the right to receive benefits that could be significant to the VIE. The Company reevaluates the accounting for its VIEs upon the occurrence of events that could change the primary beneficiary conclusion. As of December 31, 2022 and 2021, the maximum risk of loss related to the Company’s VIEs was limited to the carrying value of its investment in such entities. |
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| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent liabilities in the consolidated financial statements. Estimates used in the preparation of these consolidated financial statements include, among others, revenue recognition, stock-based compensation, the fair value of assets acquired and liabilities assumed in a business combination, the fair value of non-cash consideration received from customers, the fair value of certain notes receivable, the fair value of certain investments including equity method investments, the fair value of warrant liabilities, the allocation of equity method investment losses under the hypothetical liquidation at book value (“HLBV”) method, the incremental borrowing rate used in determining lease liabilities, allowance for credit losses, accrued expenses and income taxes. The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Reported amounts and disclosures reflect the overall economic conditions that management believes are most likely to occur, and the anticipated measures management intends to take. Actual results could differ materially from those estimates. All revisions to accounting estimates are recognized in the period in which the estimates are revised. |
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| Segment Information | Segment Information Prior to 2022, the Company operated as a single reportable segment. In the first quarter of 2022, the Company reorganized its operations into two operating and reportable segments: Foundry and Biosecurity. The reorganization reflects changes made to the Company’s internal management structure and how the Company’s chief operating decision makers (“CODMs”), comprised of the Chief Executive Officer and the Chief Operating Officer, evaluate operating results and make decisions on how to allocate resources. All prior-period comparative segment information was recast to reflect the current reportable segments in accordance with ASC 280, Segment Reporting. The Company’s CODMs do not evaluate operating segments using asset information. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, accounts receivable, and notes receivable. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company is exposed to credit risk on its cash, cash equivalents and restricted cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company believes that it is not exposed to significant credit risk as its deposits are generally held in financial institutions that management believes to be of high credit quality; however, the Company is exposed to loss of its uninsured deposits held at Silicon Valley Bank (see Note 21). The Company’s accounts receivable primarily consists of amounts due under its Biosecurity contracts; however, concentrations of credit risk associated with these contracts are limited because the customer base is largely made up of state government agencies. The Company has not experienced any material write-offs related to its accounts receivable since inception. The Company’s maximum credit risk exposure with respect to notes receivable is equivalent to the carrying value of the notes as of the balance sheet date. The Company mitigates this risk by requiring collateral for certain notes and monitoring the counterparty’s financial condition. Refer to Note 21 for further discussion regarding the potential impacts of the closure of Silicon Valley Bank to the Company’s accounts and notes receivable. For the year ended December 31, 2022, two customers within the Biosecurity segment each account for 11% of the Company’s total revenue. For the year ended December 31, 2021, one customer within the Foundry segment and one customer within the Biosecurity segment accounted for 11% and 17%, respectively, of the Company’s total revenue. For the year ended December 31, 2020, two customers within the Foundry segment accounted for 27% and 12% of the Company’s total revenue. No other customer exceeded 10% of the Company’s total revenue in any period presented. |
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| Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash is comprised of bank deposits, overnight sweep accounts and money market funds. The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. The carrying value of the Company’s cash and cash equivalents approximate fair value due to their short-term maturities. |
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| Restricted Cash | Restricted Cash Restricted cash primarily includes cash balances collateralizing letters of credit associated with the Company’s facility leases and a customer prepayment requiring segregation and restrictions in its use in accordance with the customer agreement. Restricted cash is included in prepaid expenses and other current assets and other non-current assets on the consolidated balance sheet. |
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| Accounts Receivable, net | Accounts Receivable, net Accounts receivable consists of credit extended to customers in the normal course of business and is reported at the estimated net realizable value. Accounts receivable includes unbilled amounts that have been recognized in revenue but have not yet been invoiced based on timing differences and the terms of the underlying arrangements. Prior to the Company’s adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), the Company maintained an allowance for doubtful accounts to provide for the estimated amounts of accounts receivable that would not be collected. The allowance was based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. Subsequent to the adoption of ASU 2016-13, the Company maintains an allowance for credit losses for its outstanding accounts receivable.
Allowance for Credit Losses The Company maintains an allowance for credit losses to provide for the estimated amounts of receivables that will not be collected over the estimated life of the assets. The allowance is calculated by considering previous loss history, delinquency of receivables balances, current economic conditions and anticipated future economic conditions in the geographies and industries in which the Company’s customers operate. To the extent an individual customer’s credit quality deteriorates, the Company measures an allowance based on the risk characteristics of the individual customer. Once a receivable is deemed to be uncollectible, such balance is charged against the allowance. The allowance is calculated at each reporting period with changes recorded to general and administrative expense in the consolidated statements of operations and comprehensive loss. |
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| Inventory, net | Inventory, net Inventories are stated at the lower of cost or net realizable value. Inventory in the Biosecurity segment mainly consists of diagnostic testing kits purchased from suppliers, testing program supplies and the costs of assembling sample collection kits. The cost of finished goods inventory for lateral flow assay (“LFA”) and polymerase chain reaction (“PCR”) tests is determined using the first-in first-out method. The cost of raw materials, work in process and finished goods inventory for pooled tests is determined using the average cost method. Inventory in the Biosecurity segment has been reduced by an allowance for excess and obsolete inventory using the specific identification method. |
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| Loans Receivable | Receivable The Company has elected the fair value option under ASC 825, Financial Instruments, to account for its notes receivable. Notes receivable accounted for under the fair value option are marked to market as of each balance sheet date with changes in fair value recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company classifies the current portion of the notes receivable balance as a component of prepaid expenses and other current assets on the consolidated balance sheet based on the principal balance of the note that matures within one year from the balance sheet date. |
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| Property and Equipment, net | Property, Plant, and Equipment, net Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Land is stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term for leasehold improvements. Estimated lives of property, plant and equipment are as follows:
Expenditures for maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the balance sheet and any resulting gain or loss is reflected in other income (expense), net in the consolidated statements of operations and comprehensive loss. Construction in progress relates to assets which have not been placed in service as of period end. As of December 31, 2021, facilities included assets acquired under a build-to-suit lease arrangement, which was derecognized upon the adoption of ASU 2016-02, Leases (Topic 842) (“ASC 842”) on January 1, 2022. |
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| Equity Method Investments | Equity Method Investments The Company utilizes the equity method to account for its investments in common stock, or in-substance common stock, when it possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The Company uses judgment when determining the level of influence over the operating and financial policies of the investee considering key factors including, among others, the Company’s ownership interest, representation on the board of directors, participation in policy-making decisions and material contractual arrangements and obligations. Income and losses are allocated based upon relative ownership interest unless there is a substantive profit-sharing agreement in place. For investments with a substantive profit-sharing agreement, the Company utilizes the HLBV method to allocate income and losses from the equity method investment. Under the HLBV method, the Company utilizes the capital account at the end of the period assuming the book value of the entity was liquidated or sold minus the same calculation at the beginning of the period. The difference is the share of earnings or losses attributable to the equity method investment. Under the equity method, if there is a commitment for the Company to fund the losses of its equity method investees, the Company would continue to record its share of losses resulting in a negative equity method investment, which would be presented as a liability on the consolidated balance sheet. Commitments may be explicit and may include formal guarantees, legal obligations, or arrangements by contract. Implicit commitments may arise from reputational expectations, intercompany relationships, statements by the Company of its intention to provide support, a history of providing financial support or other facts and circumstances. When the Company has no commitment to fund the losses of its equity method investees, the carrying value of its equity method investments will not be reduced below zero. The Company had no commitment to fund additional losses of its equity method investments during the years ended December 31, 2022, 2021 and 2020, other than dissolution costs for Joyn Bio, LLC (see Note 3 and 6). The Company evaluates its equity method investments for impairment whenever events or circumstances indicate that the carrying value of the investment may not be recoverable. The Company considers the investee’s financial position, forecasts and economic outlook, and the estimated duration and extent of losses to determine whether a recovery is anticipated. An impairment that is other-than-temporary is recognized in the period identified. The Company has not recognized an impairment loss related to its equity method investments for the years ended December 31, 2022, 2021 and 2020. Refer to Note 21 for further discussion regarding the potential impacts of the closure of Silicon Valley Bank to the Company’s equity method investments. The Company may elect the fair value option for its equity method investments on an investment-by-investment basis. For all equity method investments accounted for under the fair value option, the Company carries the equity method investment at fair value and records all subsequent changes in fair value as a component of loss on equity method investments in the consolidated statements of operations and comprehensive loss. |
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| Investments | Investments Investments include warrants, marketable equity securities in publicly-traded companies, non-marketable equity securities in privately-held companies and Simple Agreement for Future Equity (“SAFEs”), in each case, in which the Company does not possess the ability to exercise significant influence over the investee. Investments in warrants and marketable equity securities of publicly-traded companies are measured at fair value with subsequent changes in fair value recorded in loss on investments in the consolidated statements of operations and comprehensive loss. Investments in non-marketable equity securities of privately-held companies and SAFEs, which do not have readily determinable fair values, are carried at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Each period the Company assesses relevant transactions to identify observable price changes, and the Company regularly monitors these investments to evaluate whether there is an indication of impairment. The Company evaluates whether an investment’s fair value is less than its carrying value using an estimate of fair value, if such an estimate is available. For periods in which there is no estimate of fair value, the Company evaluates whether an event or change in circumstances has occurred that may have a significant adverse effect on the value of the investment. The Company has not recognized any upward or downward adjustments resulting from observable price changes in identical or similar investments for the years ended December 31, 2022, 2021 and 2020. Refer to Note 21 for further discussion regarding the potential impacts of the closure of Silicon Valley Bank to the Company’s investments. |
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| Fair Value Measurements | Fair Value Measurements The Company categorizes its assets and liabilities measured at fair value in accordance with the authoritative accounting guidance that establishes a consistent framework for measuring fair value and requires disclosures for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. ASC 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2- Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and • Level 3- Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. To the extent that the valuation is based on models or inputs that are either less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company valued its money market fund holdings, notes receivable, marketable equity securities, warrant liabilities and contingent consideration liability at fair value on a recurring basis. The carrying amounts of the Company’s other financial instruments, which include accounts receivable, certain prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate their fair values due to their short-term nature. |
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| Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company has not recognized an impairment loss for the years ended December 31, 2022, 2021 and 2020. |
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| Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The Company recognizes the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognizes any excess of the total consideration paid over the fair value of the identifiable net assets as goodwill. Any purchase price that is considered contingent consideration is measured at its estimated fair value at the acquisition date and remeasured at each reporting period, with changes in estimated fair value recorded in general and administrative expenses on the consolidated statements of operations and comprehensive loss. Acquisition transaction costs are expensed when incurred. The operating results of an acquisition are included in the Company’s consolidated financial statements as of the acquisition date. |
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| Intangible Assets, net | Intangible Assets, net Intangible assets, net consist of certain definite-lived assets including patents, processes and know-how related to technology acquired through business combinations. The Company amortizes such intangible assets on a straight-line basis over their estimated useful life. The Company reviews intangible assets for impairment whenever events or changes in circumstances have occurred which could indicate that the carrying value of the assets are not recoverable. Recoverability is measured by comparing the carrying value of the intangible assets to the future undiscounted cash flows expected to be generated by the asset. In determining the expected future cash flows, the Company uses assumptions believed to be reasonable, but which are unpredictable and inherently uncertain. Actual future cash flows may differ from the estimates used in impairment testing. The Company recognizes an impairment loss when and to the extent that the estimated fair value of an intangible asset is less than its carrying value. The Company has not recognized an impairment loss for the years ended December 31, 2022, 2021 and 2020. |
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| Goodwill | Goodwill Goodwill represents the excess of acquisition cost over the fair market value of the net assets acquired. Goodwill is tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. The Company considers various qualitative factors that could indicate impairment such as macroeconomic conditions, industry and market environment, technological obsolescence, overall financial performance of the Company, cash flow from operating activities and market capitalization. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment to compare the fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds the fair value, an impairment loss is recognized. A combination of the income approach and the market approach may be used to determine fair value of the reporting unit. The Company has not recognized an impairment loss for the years ended December 31, 2022, 2021 and 2020. |
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| Leases | Leases The Company determines if an arrangement is or contains a lease at contract inception based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset and the Company has the right to control the asset. For leases with terms greater than 12 months, the Company recognizes a right-of-use asset (“ROU asset”) and a lease liability as of the lease commencement date on the balance sheet. ROU assets represent the Company’s right to use an underlying asset over the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are measured based on the present value of fixed lease payments that are unpaid as of the lease commencement date. The Company’s ROU assets balance is reduced by any prepaid rent balances, initial direct costs and lease incentives received or expected to be received. Some of the Company's leases include options to extend or terminate the lease; these options are included in the lease term for calculations of its ROU assets and liabilities when it is reasonably certain that the Company will exercise those options. The Company’s leases are classified as either operating or finance, as determined at inception, with the classification affecting the pattern of expense recognition in the statement of operations. A lease is classified as a finance lease if risks and rewards are conveyed without the transfer of control. For operating leases, expense is generally recognized on a straight-line basis over the lease term. For finance leases, interest on the lease liability is recognized using the effective interest method, while the ROU asset is amortized on a straight-line basis from the commencement date to the earlier of the end of the useful life of the ROU asset or the end of the lease term. Leases with an initial term of 12 months or less which meet the definition of a short-term lease are not recorded on the balance sheet and the lease expense for these leases is recognized on a straight-line basis over the lease term. In limited instances, the Company acts as a lessor, primarily with certain real estate subleases. Finance leases, short-term leases and subleases are not a significant component of the Company's financial condition or results of operations. The current portion of the Company’s operating lease liabilities is included in accrued expenses and other current liabilities on the balance sheet. The Company has lease agreements with both lease and non-lease components (such as real estate taxes, insurance and common area maintenance charges) and has elected the practical expedient to combine these lease and non-lease components for its real estate leases and non-lab equipment leases. The Company has not elected this practical expedient for lab equipment leases and the lease and non-lease components are accounted for separately. Non-lease components are typically variable in nature and are recognized as lease expense in the period in which they arise. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments and uses the implicit rate when readily determinable. The Company’s incremental borrowing rate is based on management’s estimate of the rate of interest the Company would have to pay to borrow on a fully collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. |
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| Deferred Rent | Deferred Rent Prior to the adoption of ASC 842, deferred rent represented the difference between cash paid and rent expense recognized on a straight-line basis for the facilities that the Company occupied under operating leases. The Company classified the current portion of deferred rent as a component of accrued expenses and other current liabilities on the consolidated balance sheet. |
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| Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when the customer obtains control of the promised goods or services at an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the promises and distinct performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligations. Foundry Revenue The Company generates license and service revenue through the execution of license and collaboration agreements whereby customers obtain license rights to the Company’s proprietary technology and intellectual property for use in the research, development and commercialization of engineered organisms, and derived products. Under these agreements, the Company typically provides research and development services, which includes the provision of a license to the Company’s intellectual property. Additionally, the customer obtains license rights to the output of the Company’s services in order to commercialize the resulting output of such services. Generally, the terms of these agreements provide that the Company receives some combination of: (1) Foundry usage fees in the form of (i) upfront payments upon consummation of the agreement or other fixed payments, (ii) reimbursement for costs incurred for research and development services and (iii) milestone payments upon the achievement of specified technical criteria, plus (2) downstream value share payments in the form of (i) milestone payments upon the achievement of specified commercial criteria, (ii) royalties on sales of products from or comprising engineered organisms arising from the collaboration or licensing agreement and (iii) royalties related to cost of goods sold reductions realized by customers. The Company’s collaboration and licensing agreements often contain multiple promises, including (i) licenses and assignments of intellectual property and materials and (ii) research and development services, and the Company determines whether each of the promises is a distinct performance obligation based on the nature of each agreement. As the Company is generally performing research and development services that are highly integrated and interrelated to the licenses and assignments of intellectual property and materials, the promises are generally inseparable. As such, the Company typically combines the research and development services, licenses, and assignments into a single performance obligation. However, for certain agreements, the Company only grants licenses or effects such transfers and assignments upon the successful completion of the research and development services or delivery of a developed product. For these agreements, the Company typically considers (i) the research and development services and (ii) the licenses, transfers, and assignments as distinct performance obligations, as each is transferred separately and has a separately identifiable benefit. Options to acquire additional goods and services are evaluated to determine if such options provide a material right to the counterparty that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer which is accounted for as a separate contract upon the counterparty’s election. At contract inception, the Company determines the transaction price, including fixed consideration and any estimated amounts of variable consideration. Any upfront cash payment received upon consummation of the agreement is fixed and generally non-refundable. Variable consideration is subject to a constraint, and amounts are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration may include reimbursement for costs incurred for the Company’s research and development efforts, milestone payments upon the achievement of certain technical and commercial criteria, and royalties on sales of products from or comprising engineered organisms arising from the agreement. With respect to the research and development reimbursements and milestone payments, the Company uses the most likely amount method to estimate variable consideration. With respect to agreements that include royalties on sales or other contingent payments based on sales, the Company applies the royalty recognition constraint which requires a constraint until the royalty or value-sharing transaction occurs. Certain agreements contain payment in the form of shares of equity securities or other financial instruments that are convertible into equity upon a triggering event. Any non-cash consideration is measured at the estimated fair value of the non-cash consideration at contract inception. For equity securities and financial instruments received that are not actively traded, the Company generally engages a third-party valuation specialist to determine the estimated fair value of the upfront non-cash consideration. The fair value is generally determined based on a recent round of financing or by using a scenario-based valuation model. Significant unobservable inputs are used in the fair value measurements including expectations regarding future financings of the customer, scenario dates and probabilities, expected volatility, discount rates and recovery rates. Changes in these assumptions can materially affect the value of the non-cash consideration at contract inception and, accordingly, the total amount of revenue recognized for the contract. For agreements with promises that are combined into a single performance obligation, the entire transaction price is allocated to the single performance obligation. For agreements with multiple performance obligations, the transaction price is allocated to the performance obligations using the relative standalone selling price methodology. For agreements featuring variable consideration, the Company allocates variable consideration to one or more, but not all, performance obligations if certain conditions are met. Specifically, the Company assesses whether the variable consideration relates solely to its efforts to satisfy the performance obligation and whether allocating such variable consideration entirely to the performance obligation is consistent with the overall allocation objective. If these conditions are not met, the Company allocates the variable consideration based on the relative standalone selling price methodology. The key assumptions utilized in determining the standalone selling price for each performance obligation include development timelines, estimated research and development costs, commercial markets, likelihood of exercise (in the case of options considered to be material rights), and probabilities of success. For agreements where the licenses or assignments are considered separate performance obligations or represent the only performance obligation, the Company recognizes revenue at the point in time that the Company effectively grants the license as the licenses or assignments represent functional intellectual property. For agreements where the licenses and the research and development services represent a combined performance obligation, the Company recognizes revenue over the period of performance using a measure of progress based on costs incurred to date as compared to total estimated costs. The Company evaluates its measure of progress to recognize revenue at each reporting period and, as necessary, adjusts the measure of progress and related revenue recognition. The Company’s measure of progress and revenue recognition involves significant judgment and assumptions, including, but not limited to, estimated costs and timelines to complete its performance obligations. The Company evaluates contract modifications and amendments to determine whether any changes should be accounted for prospectively or on a cumulative catch-up basis. The Company utilizes the right to invoice practical expedient when it has a right to consideration in an amount that corresponds directly with the value of the Company’s performance to date. Royalties are recognized as revenue when sales have occurred as the Company applies the sales or usage-based royalties recognition constraint. The Company has determined the application of this exception is appropriate because the license granted in the agreement is the predominant item to which the royalties relate. As the Company receives upfront payments for technical services under certain of its arrangements, the Company evaluates whether any significant financing components exist given the term over which the fees will be earned may exceed one year. Based on the nature of the Company’s agreements, there are no significant financing components as the purpose of the upfront payment is not to provide financing, but rather to secure technical services, exclusivity rights, and Foundry capacity, or the timing of transfer of those goods or services is at the discretion of the customer. Deferred revenue represents consideration received by the Company in excess of revenue recognized and primarily results from transactions where the Company receives upfront payments and non-cash equity consideration. In instances where the Company has received consideration in advance for an undefined number of technical development plans (“TDPs”) under its customer agreements, the Company records the advance payments as deferred revenue, net of current portion on the consolidated balance sheet. Upon the execution of a specific TDP, the Company reclassifies the estimated consideration to be earned under that TDP within the next twelve months as current deferred revenue. The Company also classifies unexercised material rights related to future TDPs as deferred revenue, net of current portion on the consolidated balance sheet. When a TDP is executed, and the material right is exercised, the amount allocated to the material right, which will be earned within the next twelve months, is reclassified to current deferred revenue. All other deferred revenue is classified as current or non-current based on the timing of when the Company expects to earn the underlying revenue based upon the projected progress of activities under the TDP. Collaboration Arrangements For arrangements that do not represent contracts with a customer, the Company analyzes its collaboration transactions to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”), to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. To the extent the arrangement is within the scope of ASC 808, the Company assesses whether aspects of the arrangement between the Company and its collaboration partner are within the scope of other accounting literature. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC 606. Biosecurity Revenue In 2020, the Company launched its commercial offering of COVID-19 testing products and services for businesses, academic institutions, and other organizations in which the Company generates product and service revenue. Beginning in the first quarter of 2021, the Company launched its pooled testing initiative which focuses on providing end-to-end COVID-19 testing services to public health authorities. The Company currently offers pooled testing and reporting services for K-12 schools across the United States, at airports through its partnership with XpresCheck and the CDC, as well as through other congregate settings such as its partnership with Eurofins. The Company sells COVID-19 test kits on a standalone basis or as part of an end-to-end testing service. The Company records product revenue from sales of LFA, PCR, and pooled test kits. The Company records service revenue from sales of its end-to-end COVID-19 testing services, which consist of multiple promised goods and services including sample collection kits, physician authorizations, onsite test administration, outsourced laboratory PCR analysis, and access to results reported through the Company’s proprietary web-based portal. The Company recognizes its product and service revenue using the five-step model under ASC 606.
Product revenue is recognized when the test kits are shipped and risk of loss is transferred to the carrier. The Company’s test kits are generally not subject to a customer right of return except for product recalls under the rules and regulations of the U.S. Food and Drug Administration (“FDA”). The Company has elected to include shipping and handling fees billed to customers as a component of Biosecurity revenue.
Service revenue from the Company’s end-to-end COVID-19 testing services is recognized upon completion of the tests and release of the test results on the web-based portal. The Company has identified one performance obligation in its testing services contracts that represents a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer, with each test as a distinct service within the series. As the price for the testing services is fixed under each customer contract, the Company has elected the practical expedient to recognize revenue at the amount to which it has the right to invoice for services performed. The Company’s testing services contracts are generally one year or less in length and contain fixed unit pricing. Under typical payment terms for testing services, amounts are billed monthly in arrears for services performed or in advance based on contractual billing terms. |
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| Cost of Biosecurity Revenue | Cost of Biosecurity Revenue Cost of Biosecurity product revenue consists of costs associated with the sale of diagnostic and sample collection test kits which includes costs paid to purchase test kits from third parties. Cost of Biosecurity service revenue consists of costs associated with the provision of the Company’s end-to-end COVID-19 testing services, which includes costs paid to provide sample collection kits, physician authorizations, onsite test administration, outsourced laboratory PCR analysis, access to results reported through a web-based portal and reporting of results to public health authorities. |
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| Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist of direct and indirect internal costs related to specific projects and initiatives, acquired intellectual property deemed to be in-process research and development, as well as fees paid to other entities that conduct certain research and development activities on the Company’s behalf. |
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| Patent Costs | Patent Costs The Company expenses all costs as incurred in connection with the filing, prosecution, maintenance, defense, and enforcement of patent applications, including direct application fees and related legal and consulting expenses. Patent costs are included in general and administrative expenses within the consolidated statements of operations and comprehensive loss. |
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| Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards based on estimated grant-date fair values recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes compensation expense on a straight-line basis over the requisite service period. For awards that vest based on multiple conditions, the Company recognizes compensation expense using the accelerated attribution method on a tranche-by-tranche basis over the requisite service period such that the amount of compensation expense recognized at each reporting period is at least equal to the vested tranches at that date. For awards with a performance-based vesting condition, the Company recognizes stock-based compensation when achievement of the performance condition is deemed probable, and upon achieving a performance condition that was not previously considered as probable, records a cumulative catch-up adjustment to reflect the portion of the grantee’s requisite service that has been provided to date. For awards with market conditions, the compensation expense recognized over the requisite service period is not reversed if the market condition is not satisfied. The Company recognizes forfeitures as they occur.
The Company estimates the grant date fair value of stock options using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including fair value of common stock (for options granted prior to the SRNG Business Combination), expected term, expected volatility, risk-free interest rate and expected dividend yield. The expected term is determined using the “simplified” method, which estimates the expected term as the average of the vesting term plus the contractual term. The Company uses the “simplified” method as it does not have sufficient historical data regarding employee exercise behavior. Expected volatility is based on the historical volatility of the stock prices of similar publicly traded peer companies. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the stock options. The Company has not paid, and does not expect to pay, dividends in the foreseeable future.
For awards with market conditions, the Company determines the grant date fair value using a Monte Carlo simulation model, which incorporates various assumptions including expected stock price volatility, risk-free interest rates, expected term, and expected dividend yield. The Company determines expected volatility using the historical volatility of the stock prices of similar publicly traded peer companies. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the awards. The expected term is equal to the contractual term and a dividend yield of zero is assumed.
For awards granted prior to the SRNG Business Combination, the Company utilized the hybrid method to estimate the grant date fair value of its common stock underlying its stock-based awards. The hybrid method is a probability-weighted expected return method (“PWERM”) where the equity value in at least one scenario is allocated using an option pricing method (“OPM”). Under the PWERM, the value of the common stock is estimated based on the probability-weighted present value of expected future investment returns considering various liquidity events and the rights and privileges of each class of equity. Under the OPM, each class of stock is treated as a call option on the Company’s equity value, with exercise prices based on the liquidation preferences of the convertible preferred stock. The Black-Scholes model is used to price the call options which includes assumptions for the time to liquidity and volatility of equity value. A discount for lack of marketability is then applied to the common stock value. There are significant judgments and estimates inherent in determining the fair value of the common stock. These judgments and estimates include factors, both subjective and objective, including: (i) a discount for lack of marketability; (ii) external market data; (iii) historical activity by the Company in selling equity to outside investors; (iv) the Company’s stage of development; (v) rights and preferences of the Company’s equity securities that rank senior to common stock; and (vi) the likelihood of various liquidity events, among others. Changes to these assumptions could result in different fair values of common stock. |
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| Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by considering several factors, including estimating the future taxable profits expected, estimating future reversals of existing taxable temporary differences, considering taxable profits in carryback periods, and considering prudent and feasible tax planning strategies. The Company accounts for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in the law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity, and changes in facts or circumstances related to a tax position. The Company evaluates uncertain tax positions on an annual basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. As of December 31, 2022 and 2021, the Company did not have any uncertain tax positions and no accrued interest or penalties related to uncertain tax positions. The Company does not expect a material change in unrecognized tax benefits in the next twelve months. |
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| Warrant Liabilities | Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 9) as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as change in fair value of warrant liabilities on the consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of (a) the exercise or expiration of the warrants or (b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. |
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| Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is their local currency. The Company translates the non-United States dollar-denominated assets and liabilities using the exchange rates prevailing at the end of each reporting period and translates revenues and expenses using the average exchange rates in the reporting period. Foreign currency translation adjustments are recorded as a component of other comprehensive loss on the consolidated statements of operations and comprehensive loss and accumulated in other comprehensive loss in stockholders’ equity. |
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| Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Other comprehensive loss consists of foreign currency translation adjustments. |
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| Net Loss per Share | Net Loss per Share The Company follows the two-class method when computing net loss per share attributable to Ginkgo Bioworks Holdings, Inc. common stockholders as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires earnings for the period to be allocated between common and participating securities based upon their respective rights to share in the earnings as if all earnings for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company. Basic net loss per share is computed by dividing the net loss attributable to Ginkgo Bioworks Holdings, Inc. common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share is equal to the net loss attributable to Ginkgo Bioworks Holdings, Inc. common stockholders less the gain (if any) on the change in fair value of warrant liabilities, divided by the weighted average number of common shares outstanding for the period, including the effect of potentially dilutive common shares. For purposes of this calculation, outstanding options to purchase shares of common stock, unvested restricted stock awards, unvested restricted stock units, warrants to purchase shares of common stock and contingently issued earnout shares are considered potentially dilutive common shares. |
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| Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification, which has been clarified and amended by various subsequent updates. ASC 842 requires lessees to record a right-of-use asset and a lease liability on the balance sheet for all leases with a lease term of more than 12 months. ASC 842 also requires additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASC 842 on January 1, 2022 (the "effective date"), using the modified retrospective approach with a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. The Company has elected to apply the package of practical expedients that allows for not reassessing (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification of any expired or existing leases, and (iii) the accounting for initial direct costs for any existing leases. The Company has also elected, by class of underlying asset, not to apply the recognition requirements of ASC 842 to short-term leases. Upon adoption of ASC 842 on January 1, 2022, the Company (i) recognized $147.7 million of operating lease ROU assets and $166.7 million of operating lease liabilities, (ii) reclassified the previously recognized liabilities for deferred rent of $8.5 million and lease incentives of $10.5 million to operating lease ROU assets, (iii) derecognized build-to-suit assets of $17.8 million previously presented within property, plant, and equipment, net, derecognized the build-to-suit lease financing obligation of $22.6 million, and (iv) recorded a cumulative-effect adjustment of $5.2 million to accumulated deficit as of January 1, 2022. Finance leases are not significant to the Company’s financials. The adoption of ASC 842 did not have a material impact on the Company's results of operations and cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequently issued multiple amendments to the standard (collectively, “ASU 2016-13”). The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss model in place of the incurred loss model and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted ASU 2016-13 effective January 1, 2022. The adoption of ASU 2016-13 did not have a material impact on the Company's consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The provisions of ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation and deferred tax liabilities for outside basis differences and clarify when a step-up in the tax basis of goodwill should be considered part of a business combination or a separate transaction. It also clarifies and simplifies other aspects of the accounting for income taxes. The Company adopted ASU 2019-12 on January 1, 2022. The adoption of ASU 2019-12 did not have a material impact on the Company's consolidated financial statements and related disclosures. In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force) (“ASU 2020-01”). ASU 2020-01 addresses accounting for the transition into and out of the equity method and clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The Company adopted ASU 2020-01 on January 1, 2022. The adoption of ASU 2020-01 did not have a material impact on the Company's consolidated financial statements and related disclosures.
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance ("ASU 2021-10"). This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy including: (1) the types of transactions; (2) the accounting for the transactions; and (3) the effect of the transactions on a business entity’s financial statements. The Company adopted ASU 2021-10 on January 1, 2022. The adoption of ASU 2021-10 did not have a material impact on the Company's consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This standard clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security, and therefore is not considered in measuring fair value. It also introduces required disclosures for equity securities subject to contractual sale restrictions. This standard becomes effective for the Company on January 1, 2024, with early adoption permitted. The Company is considering the impact of this pronouncement on the financial statements.
In 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) (“ASU 2020-06”) which simplifies the accounting for convertible instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the host contract. Additionally, ASU 2020-06 removes certain settlement conditions that are required for contracts in an entity's own equity to qualify for the derivatives scope exception. The guidance also modifies diluted earnings per share calculations by requiring entities to use the if-converted method for convertible instruments and to assume share settlement when an instrument can be settled in cash or shares. The guidance is effective for the Company on January 1, 2024 with early adoption permitted. The Company is currently evaluating the impact that the implementation of this standard will have on its consolidated financial statements and related disclosures. |
Summary of Significant Accounting Policies (Tables) |
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Dec. 31, 2022 | |||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||
| Schedule of Estimated Lives of Property and Equipment | Estimated lives of property, plant and equipment are as follows:
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Business Combinations and Acquisitions (Tables) |
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Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dutch Dna Biotech BV [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Acquisition Date Fair Value of the Consideration Transferred | The following table summarizes the preliminary acquisition date fair value of the consideration transferred for Dutch DNA (in thousands):
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| Fair Values of Assets Acquired and Liabilities Assumed | The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date (in thousands):
(1) Estimated useful life of 15 years. (2) Non-deductible for tax purposes. (3) Represents adjustment related to deferred income taxes and the final determination of net-working capital as of the acquisition date. |
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| Bayer Acquisition and Joint Venture [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of summary of the purchase price | A summary of the purchase price relating to the business combination is as follows (in thousands):
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| Summary of intengible assets acquired on preliminary valuation | The following table summarizes the preliminary fair value of assets acquired as of the acquisition date (in thousands):
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| FGen AG [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Acquisition Date Fair Value of the Consideration Transferred | The consideration paid was comprised of common stock and contingent consideration as follows (in thousands):
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| Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands):
(1) Estimated useful life of 15 years. (2) Non-deductible for tax purposes. |
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| SRNG [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Net Proceeds from Business Combination | The following table summarizes the elements of the net proceeds from the SRNG Business Combination (in thousands):
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| Schedule of Business Combination Common Stock Shares Outstanding | The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the SRNG Business Combination:
(1) Includes 16,737,183 shares of Class A common stock, the Sponsor Earnout Shares, that are subject to forfeiture if certain earnout conditions are not met, as the shares are legally outstanding as of the Closing of the SRNG Business Combination. (2) Excludes 283,396,094 shares of Class A and Class B common stock underlying rollover equity instruments (i.e., restricted stock units and stock options) and 259,440 shares of Class A and Class B common stock underlying unvested restricted stock awards. |
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| Zymergen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Summarizes Of Acquisition Date Fair Value Of The Consideration Transferred For Zymergen | The following table summarizes the acquisition date fair value of the consideration transferred for Zymergen (in thousands):
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| Summary of Acquisition Date Fair Value of the Consideration Transferred | The following table summarizes the preliminary acquisition date fair value of the consideration transferred for Zymergen (in thousands):
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| Summary of intengible assets acquired on preliminary valuation | Based on the preliminary valuation, intangible assets are as follows (in thousands):
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| Summary Business Acquisition Pro Forma Information | The following supplemental pro forma financial information presents the combined results of operations of the Company and Zymergen as if the acquisition had occurred on January 1, 2021. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the operating results that would have been realized if the Zymergen Acquisition had been completed on January 1, 2021, or of future operating results. The pro forma financial information reflects pro forma adjustments to give effect to certain events the Company believes to be directly attributable to the Zymergen Acquisition, including depreciation and amortization expense related to acquired tangible and intangible assets, acquisition-related costs, stock-based compensation expense, retention and severance bonuses, and adjustments to align inventory and leasing accounting policies.
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Fair Value Measurements (Tables) |
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| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Assets and Liabilities That Are Measured At Fair Value On Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):
(1) The fair value of Synlogic, Inc. warrants is calculated as the quoted price of the underlying common stock, less the unpaid exercise price of the warrants. (2) Marketable equity securities classified as Level 2 reflect a discount for lack of marketability due to regulatory sales restrictions, which lapsed on a portion of the shares held during the year ended December 31, 2022 and were reclassified as Level 1. |
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| Summary of Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates:
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| Schedule of Change in the Fair Value of the Warrant Liability | The following table provides a reconciliation of notes receivable measured at fair value using Level 3 significant unobservable inputs (in thousands):
Refer to Note 21 for further discussion regarding the potential impacts of the closure of Silicon Valley Bank to the Company’s notes receivable. |
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| Summary of recurring Level 3 fair value measurements of contingent consideration liabilities | The following table provides quantitative information regarding Level 3 inputs used in the fair value measurements of contingent consideration liabilities as of the periods presented:
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| Contingent Consideration [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Change in the Fair Value of the Warrant Liability | The following table provides a reconciliation of the contingent consideration liability measured at fair value using Level 3 inputs (in thousands):
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| Private Placement Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Change in the Fair Value of the Warrant Liability | The following table provides a reconciliation of the Private Placement Warrants measured at fair value using Level 3 inputs (in thousands):
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Prepaid Expenses and Other Current Assets (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prepaid Expense and Other Assets, Current [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Prepaid expenses and other current assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands):
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Inventory, net (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Inventory, Net | Inventory, net consisted of the following (in thousands):
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Property and Equipment, Net (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Property, Plant and Equipment Net | Property, plant, and equipment, net consisted of the following (in thousands):
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Investments and Equity Method Investments (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity Method Investments and Joint Ventures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Investments and Equity Method Investments | Investments and equity method investments consisted of the following (in thousands):
(1) Equity method investments in Platform Ventures with a carrying value of zero as of December 31, 2022 and 2021 were excluded from the table above. (Loss) gain on investments and equity method investments consisted of the following (in thousands):
(1) Comprised of $14.0 million gain on the remeasurement of the Company's equity interest in Joyn at fair value as of the acquisition date offset by a $17.0 million loss on the equity method investment. The loss on equity method investment in Joyn in excess over the carrying value of zero of the equity method investment in Joyn during the year ended December 31, 2022 was recorded as a reduction in the convertible promissory notes receivable from Joyn (see Note 20). |
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Goodwill and Intangible Assets, net (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Goodwill | All goodwill is allocated to the Foundry reporting unit and segment identified in Note 15. Changes in the carrying amount of goodwill consisted of the following (in thousands):
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| Schedule of Intangible Assets | Intangible assets, net consisted of the following (in thousands):
(1) Gross carrying value and accumulated amortization include the impact of cumulative foreign currency translation adjustments. |
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| Schedule of Estimated Future Amortization Expense | The estimated future amortization expense for intangible assets remaining as of December 31, 2022 is as follows (in thousands):
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Leases (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Components Lease Cost | The components of total lease cost were as follows:
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| Schedule of Operating Leases Supplemental Cash Flow Information | Supplemental cash flow information related to the Company’s operating leases were as follows:
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| Schedule of Operating Leases Supplemental Balance Sheet Information | Supplemental balance sheet information related to operating leases were as follows:
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| Schedule of Maturity of Operating and Finance Lease Liabilities | The following table summarizes the maturity of the Company’s lease liabilities (in thousands):
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Supplemental Balance Sheet Information (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Supplemental Balance Sheet Information [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Cash, Cash Equivalents and Restricted Cash | The reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the totals shown within the consolidated statements of cash flows is as follows (in thousands):
(1) Includes cash balances collateralizing letters of credit associated with the Company’s facility leases and a customer prepayment requiring segregation and restrictions in its use in accordance with the customer agreement. |
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| Summary of Prepaid expenses and other current assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands):
|
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| Schedule of Inventory, Net | Inventory, net consisted of the following (in thousands):
|
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| Schedule of Property, Plant and Equipment Net | Property, plant, and equipment, net consisted of the following (in thousands):
|
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| Schedule of Other Non-Current Assets | Other non-current assets consisted of the following (in thousands):
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| Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands):
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Stockholders' Equity (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Capitalization | The following table presents the Company’s authorized, issued, and outstanding common stock as of the dates indicated:
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| Schedule Of Common Stock Reserved For Future Issuances | Common Stock Reserved for Future Issuances The Company had the following common stock reserved for future issuance as of the date indicated:
(1) Excludes unvested earnout shares which are restricted shares issued to equity holders of Old Ginkgo as part of the SRNG Business Combination (Note 3) and are recorded in equity as shares outstanding upon satisfying the vesting conditions. |
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Stock Based Compensation (Tables) |
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Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-Based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Stock-based Compensation | The following table summarizes stock-based compensation expense by financial statement line item in the Company’s consolidated statements of operations and comprehensive loss for the periods presented (in thousands):
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| Summary of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2022 is presented below:
(1) The aggregate intrinsic value is calculated as the difference between the Company's closing stock price on the last trading day of the year and the exercise prices, multiplied by the number of in-the-money stock options. |
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| Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards Granted | The weighted-average fair value of options granted during the years ended December 31, 2022 and 2021 was $1.92 and $8.97 per share, respectively, and was calculated using the following assumptions. No options were granted during 2020.
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| Summary of RSU and RSA Activity | A summary of the RSU and RSA activity for the year ended December 31, 2022 is presented below:
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| Schedule of Assumptions Used to Estimate Fair Value, Earnout RSUs | The grant date fair value of Earnout RSUs was estimated on the Closing Date and remeasured on the Modification Date using a Monte Carlo simulation model with the following assumptions:
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| Summary of Activity For Earnout RSA | A summary of activity during the year ended December 31, 2022 for the Earnout RSUs and the earnout shares underlying Old Ginkgo RSAs ("Earnout RSAs") is presented below:
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Revenue Recognition (Tables) |
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Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Disaggregation of Revenue [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Disaggregation Of Revenue | The following table sets forth the percentage of total Foundry revenue by industry:
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Segment Information (Tables) |
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| Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Segment Reporting Information, by Segment | The following table presents summary results of the Company’s reportable segments for the periods indicated (in thousands):
(1) Includes $10.3 million and $5.0 million in employer payroll taxes for the years ended December 31, 2022 and 2021. Employer payroll taxes for the year ended December 31, 2020 were not material. |
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Income Taxes (Tables) |
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Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Loss Before Provision for Incomes Taxes | For the years ended December 31, 2022, 2021 and 2020, the loss before income taxes consisted of the following (in thousands):
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| Summary of Income Taxes Expenses Incurred During the Period | For the years ended December 31, 2022, 2021 and 2020, the Company incurred the following income tax (benefit) expense (in thousands):
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| Summary of Reconciliation of the Statutory Corporate Income Tax Rate to the Effective Tax Rate | A reconciliation of income tax (benefit) expense computed at the statutory corporate income tax rate to the effective income tax rate for the years ended December 31, 2022, 2021 and 2020 is as follows:
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| Summary of Deferred Taxes Assets and Liabilities | The Company’s deferred tax assets and liabilities consist of the following (in thousands):
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| Summary of Deferred Tax Assets Valuation Allowance | Activity in the deferred tax assets valuation allowance is summarized as follows (in thousands):
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Net Loss per Share (Tables) |
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Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Earnings Per Share, Basic and Diluted | The calculation of basic and diluted earnings per common share are as follows (in thousands, except per share amounts):
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| Summary Of Anti-Dilutive Shares | The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to Ginkgo Bioworks Holdings, Inc. common stockholders for the periods presented because including them would have been anti-dilutive:
(1) Represents earnout shares for which the vesting conditions have not been satisfied. |
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Related Parties (Tables) |
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Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Condensed Consolidated Balance Sheets | Related party transactions included in the consolidated balance sheet, excluding the Company’s investments and equity method investments, are summarized below (in thousands):
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| Summary of Condensed Consolidated Statements of Operations and Comprehensive Loss | Related party transactions included in the consolidated statements of operations and comprehensive loss, excluding the losses on the Company’s investments and equity method investments, are summarized below (in thousands):
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Summary of Significant Accounting Policies - Schedule of Estimated Lives of Property and Equipment (Details) |
12 Months Ended |
|---|---|
Dec. 31, 2022 | |
| Furniture and Fixtures [Member] | |
| Property Plant And Equipment [Line Items] | |
| Property, Plant and Equipment, Useful Life | 7 years |
| Vehicles [Member] | |
| Property Plant And Equipment [Line Items] | |
| Property, Plant and Equipment, Useful Life | 5 years |
| Leasehold Improvements [Member] | |
| Property Plant And Equipment [Line Items] | |
| Property, Plant and Equipment, Estimated Useful Lives | Shorter of useful life or remaining lease term |
| Minimum [Member] | Computer Equipment and Software [Member] | |
| Property Plant And Equipment [Line Items] | |
| Property, Plant and Equipment, Useful Life | 2 years |
| Minimum [Member] | Lab Equipment [Member] | |
| Property Plant And Equipment [Line Items] | |
| Property, Plant and Equipment, Useful Life | 1 year |
| Minimum [Member] | Buildings and Facilities [Member] | |
| Property Plant And Equipment [Line Items] | |
| Property, Plant and Equipment, Useful Life | 15 years |
| Maximum [Member] | Computer Equipment and Software [Member] | |
| Property Plant And Equipment [Line Items] | |
| Property, Plant and Equipment, Useful Life | 5 years |
| Maximum [Member] | Lab Equipment [Member] | |
| Property Plant And Equipment [Line Items] | |
| Property, Plant and Equipment, Useful Life | 5 years |
| Maximum [Member] | Buildings and Facilities [Member] | |
| Property Plant And Equipment [Line Items] | |
| Property, Plant and Equipment, Useful Life | 30 years |
Business Combination - Additional Information (Details) |
1 Months Ended | 12 Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Oct. 19, 2022
USD ($)
|
Oct. 17, 2022
USD ($)
ft²
|
Oct. 03, 2022
USD ($)
|
Apr. 04, 2022
USD ($)
shares
|
Apr. 01, 2022
USD ($)
$ / shares
shares
|
Sep. 16, 2021
USD ($)
$ / shares
shares
|
Jul. 01, 2021 |
Aug. 17, 2022
USD ($)
shares
|
Jun. 30, 2022
USD ($)
shares
|
Dec. 31, 2022
USD ($)
$ / shares
shares
|
Dec. 31, 2021
USD ($)
$ / shares
shares
|
Dec. 31, 2020
USD ($)
|
Nov. 15, 2021
$ / shares
shares
|
|
| Business Acquisition [Line Items] | |||||||||||||
| Shares exchange ratio | 49.080452 | ||||||||||||
| Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
| Share price | $ / shares | $ 12.50 | ||||||||||||
| Common Stock, Shares, Issued | shares | 4,051,107 | 2,031,883,400 | 1,690,990,815 | ||||||||||
| Shares vested | shares | 461,200 | ||||||||||||
| Shares forfeited | $ 584,246,000 | ||||||||||||
| Remaining restricted shares | shares | 653,404 | ||||||||||||
| Estimated Fair Value | $ 1,900,000 | ||||||||||||
| Contingent Consideration Classified as Equity, Fair Value Disclosure | $ 800,000 | ||||||||||||
| Business Combination, Contingent Consideration, Liability | 20,000,000.0 | ||||||||||||
| Business Combination, Contingent Consideration, Asset | 5,000,000.0 | ||||||||||||
| Earnout shares vested and outstanding | shares | 38,800,000 | ||||||||||||
| Proceeds from capital contributions | 190,000 | $ 161,000 | |||||||||||
| Common Stock, Value, Issued | 190,000 | 161,000 | |||||||||||
| Deferred Revenue | 141,497,000 | 160,821,000 | |||||||||||
| Severance Costs | 11,100,000 | ||||||||||||
| Retention amount | 7,400,000 | ||||||||||||
| Outstanding principal and accrued interest | 10,100,000 | ||||||||||||
| Net loss | (2,106,372,000) | (1,836,642,000) | $ (126,723,000) | ||||||||||
| General and administrative expenses | $ 1,700,000 | 1,429,799,000 | 862,952,000 | 38,306,000 | |||||||||
| Gain (loss) on equity method investments | (43,761,000) | $ (77,284,000) | $ (396,000) | ||||||||||
| Goodwill | $ 4,700,000 | 11,172,000 | |||||||||||
| Intangibles | 11,500,000 | ||||||||||||
| Promissory notes | $ 4,800,000 | ||||||||||||
| Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Common stock par or stated value per share | $ / shares | $ 0.0001 | ||||||||||||
| Stock issued during period shares | shares | 16,737,183 | 904,700,000 | |||||||||||
| Common Stock, Shares, Issued | shares | 5,749,957 | 1,448,234,796 | 1,326,146,808 | ||||||||||
| Business acquire consideration | $ 17,000,000.0 | ||||||||||||
| Minimum [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Vesting period | 20 days | ||||||||||||
| Maximum [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Vesting period | 30 days | ||||||||||||
| Restricted Stock [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Contingent Consideration Of Restricted Stock | shares | 1,698,850 | ||||||||||||
| 12.50 Then 25% [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Share price | $ / shares | $ 12.50 | ||||||||||||
| 12.50 Then 25% [Member] | Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Share price | $ / shares | $ 12.50 | ||||||||||||
| Share-based compensation arrangement by share-based payment award vesting rights, percentage | 25.00% | ||||||||||||
| Tranche Two [Member] | Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Share price | $ / shares | $ 15.00 | ||||||||||||
| Share-based compensation arrangement by share-based payment award vesting rights, percentage | 25.00% | ||||||||||||
| 17.50 then 25% [Member] | Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Share price | $ / shares | $ 17.50 | ||||||||||||
| Share-based compensation arrangement by share-based payment award vesting rights, percentage | 25.00% | ||||||||||||
| 20.00 Then 25% [Member] | Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Share price | $ / shares | $ 20.00 | ||||||||||||
| Share-based compensation arrangement by share-based payment award vesting rights, percentage | 25.00% | ||||||||||||
| New Ginkgo Common Stock [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Shares exchange ratio | 49.080452 | ||||||||||||
| Common stock converted into option to purchase common stock | 49.080452 | ||||||||||||
| Earn out consideration | $ 188,700,000 | ||||||||||||
| Proceeds from capital contributions | $ 327,289 | ||||||||||||
| Common Stock, Value, Issued | 327,289 | ||||||||||||
| General and administrative expenses | $ 11,900,000 | ||||||||||||
| New Ginkgo Common Stock [Member] | Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Shares forfeited | shares | 11,534,052 | ||||||||||||
| SRNG [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Issuance of Series E convertible preferred stock, net of issuance costs of $4,830 | $ 15,800,000,000 | ||||||||||||
| Shares issued price per share | $ / shares | $ 10 | ||||||||||||
| Zymergen [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Revenue | $ 2,200,000 | ||||||||||||
| Net loss | 26,000,000.0 | ||||||||||||
| Equity issuance costs | 1,700 | ||||||||||||
| Goodwill | 12,874,000 | ||||||||||||
| Intangibles | $ 18,600,000 | ||||||||||||
| Zymergen [Member] | Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Shares issued price per share | $ / shares | $ 2.44 | ||||||||||||
| Common Stock, Shares, Issued | shares | 99,422,907 | ||||||||||||
| Converted shares | $ 917.9000 | ||||||||||||
| PIPE Investment [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Stock issued during period shares | shares | 76,000,000 | ||||||||||||
| PIPE Investment [Member] | Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Issuance of Series E convertible preferred stock, net of issuance costs of $4,830 | $ 760,000,000.0 | ||||||||||||
| Shares issued price per share | $ / shares | $ 10.00 | ||||||||||||
| Stock issued during period shares | shares | 76,000,000 | ||||||||||||
| BitomeInc [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Business Acquisition, Description of Acquired Entity | a privately held company with an integrated metabolite monitoring platform that is expected to support accelerated product development timelines across Ginkgo's portfolio of cell programs. The Company accounted for the transaction as an asset acquisition as substantially all of the value received was concentrated in the intellectual property acquired. | ||||||||||||
| Business Acquisition, Name Of Acquired Entity | Bitome, Inc. (“Bitome”) | ||||||||||||
| Repayment of outstanding convertible debt | $ 100,000 | ||||||||||||
| Change in fair value of contingent consideration liability | $ 400,000 | ||||||||||||
| BitomeInc [Member] | Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Common Stock, Shares, Issued | shares | 388,649 | ||||||||||||
| Proceeds from capital contributions | $ 1,200,000 | ||||||||||||
| Common Stock, Value, Issued | $ 1,200,000 | ||||||||||||
| Baktus Inc [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Business Acquisition, Description of Acquired Entity | a Delaware-based public benefit corporation. | ||||||||||||
| Business Acquisition, Name Of Acquired Entity | Baktus, Inc. | ||||||||||||
| Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | $ 11,100,000 | ||||||||||||
| Business Combination, Cash Consideration Transferred | 2,000,000.0 | ||||||||||||
| Direct transaction costs | $ 700,000 | ||||||||||||
| Tax withholdings related to net share settlement of equity awards | shares | 258,781 | ||||||||||||
| Payments To Acquire Intangible Assets | $ 11,200,000 | ||||||||||||
| Employee Retention Payments | 1,000,000.0 | ||||||||||||
| Deferred Revenue | 100,000 | ||||||||||||
| Baktus Inc [Member] | Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Proceeds from capital contributions | 8,400,000 | ||||||||||||
| Common Stock, Value, Issued | $ 8,400,000 | ||||||||||||
| Bayer Acquisition and Joint Venture [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Area of Land | ft² | 175,000 | ||||||||||||
| Proceeds from joint venture termination | $ 90,000,000.0 | ||||||||||||
| Estimated Fair Value | $ 14,000,000.0 | ||||||||||||
| Business Combination, Consideration Transferred, Convertible Promissory Notes | 10,000,000.0 | ||||||||||||
| General and administrative expenses | 12,000,000.0 | ||||||||||||
| Fair value of previously held equity interest in Joyn | 14,000,000 | ||||||||||||
| Gain on notes receivable | 5,300,000 | ||||||||||||
| Dissolution expense | 3,000,000.0 | ||||||||||||
| Altar SAS [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Business Combination, Contingent Consideration, Asset | $ 1,600,000 | ||||||||||||
| Business Acquisition, Description of Acquired Entity | a French biotechnology company with a proprietary adaptive evolution platform. | ||||||||||||
| Business Acquisition, Name Of Acquired Entity | Altar SAS | ||||||||||||
| Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | $ 12,000,000.0 | ||||||||||||
| Business Combination, Cash Consideration Transferred | 2,800,000 | ||||||||||||
| General and administrative expenses | 2,300,000 | ||||||||||||
| Liabilites assumed | 600,000 | ||||||||||||
| Intangibles | 8,400,000 | ||||||||||||
| Altar SAS [Member] | Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Proceeds from capital contributions | 5,600,000 | ||||||||||||
| Common Stock, Value, Issued | 5,600,000 | ||||||||||||
| Altar SAS [Member] | Restricted Stock [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Proceeds from capital contributions | 1,400,000 | ||||||||||||
| Common Stock, Value, Issued | $ 1,400,000 | ||||||||||||
| Circularis Biotechnologies, Inc. [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Business Acquisition, Description of Acquired Entity | a biotechnology company with a proprietary circular RNA and promoter screening platform. | ||||||||||||
| Business Acquisition, Name Of Acquired Entity | Circularis Biotechnologies, Inc. | ||||||||||||
| Proceeds from capital contributions | $ 3,700,000 | ||||||||||||
| Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | 18,600,000 | ||||||||||||
| Business Combination, Cash Consideration Transferred | 4,300,000 | ||||||||||||
| Common Stock, Value, Issued | 3,700,000 | ||||||||||||
| Direct transaction costs | 400,000 | ||||||||||||
| Employee Retention Payments | 2,500,000 | ||||||||||||
| Circularis Biotechnologies, Inc. [Member] | Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Proceeds from capital contributions | 10,200,000 | ||||||||||||
| Common Stock, Value, Issued | $ 10,200,000 | ||||||||||||
| Dutch Dna Biotech BV [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Business acquire consideration | 35,298,000 | ||||||||||||
| Business Combination, Contingent Consideration, Liability | 20,000,000.0 | ||||||||||||
| Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||||||
| Business Acquisition, Description of Acquired Entity | a company based in the Netherlands with a proprietary platform technology focused on the development of fungal strains and fermentation processes for the production of proteins and organic acids. | ||||||||||||
| Business Acquisition, Name Of Acquired Entity | Dutch DNA Biotech B.V. | ||||||||||||
| General and administrative expenses | 600,000 | ||||||||||||
| Dutch Dna Biotech BV [Member] | Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Fair value of previously held equity interest in Joyn | 15,087,000 | ||||||||||||
| FGen [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Contingent Consideration Classified as Equity, Fair Value Disclosure | $ 20,000.0 | ||||||||||||
| Milestone Payments | 25,000,000.0 | ||||||||||||
| Business Combination, Contingent Consideration, Liability | $ 20,000,000.0 | ||||||||||||
| Business Acquisition, Description of Acquired Entity | The $5.0 million payable to employees is accounted for separately from the business combination as post combination compensation expense to be recognized over the requisite service period. The fair value of the $20.0 million in contingent consideration on the acquisition date was determined using a scenario-based method. | ||||||||||||
| Post combination compensation expense | $ 5,000,000.0 | ||||||||||||
| Basis | scenario-based method | ||||||||||||
| FGen [Member] | Common Class A | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Business Acquisition, Share Price | $ / shares | $ 4.20 | ||||||||||||
| Fair value of previously held equity interest in Joyn | 17,015,000 | ||||||||||||
| FGen [Member] | Restricted Stock [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Business Acquisition, Share Price | $ / shares | $ 4.20 | ||||||||||||
| FGen AG [Member] | Restricted Stock [Member] | |||||||||||||
| Business Acquisition [Line Items] | |||||||||||||
| Contingent consideration | $ 3,800,000 | $ 3,842,000 | |||||||||||
Business Combinations and Acquisitions - Summary of intangible assets (Details) $ in Thousands |
12 Months Ended |
|---|---|
|
Dec. 31, 2022
USD ($)
| |
| Acquired Finite-Lived Intangible Assets [Line Items] | |
| Intangible assets estimated fair value | $ 18,600 |
| Estimated useful life | 15 years |
| Database [Member] | |
| Acquired Finite-Lived Intangible Assets [Line Items] | |
| Intangible assets estimated fair value | $ 3,700 |
| Estimated useful life | 7 years |
| Developed Technology [Member] | |
| Acquired Finite-Lived Intangible Assets [Line Items] | |
| Intangible assets estimated fair value | $ 14,900 |
| Estimated useful life | 10 years |
Business Combinations and Acquisitions - Summary of supplemental pro forma financial information (Details) - USD ($) $ in Thousands |
12 Months Ended | |
|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Business Combinations [Abstract] | ||
| Total revenue | $ 489,670 | $ 330,580 |
| Net loss | $ (2,366,005) | $ (2,235,586) |
Business Combinations and Acquisitions - Summary of preliminary fair value of assets acquired (Details) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Oct. 03, 2022 |
|---|---|---|
| Business Combinations [Abstract] | ||
| Property, plant and equipment | $ 83,951 | |
| Intangible assets | 11,500 | |
| Goodwill | 11,172 | $ 4,700 |
| Deferred tax liability | (2,679) | |
| Net assets acquired | $ 103,944 |
Business Combinations and Acquisitions - Schedule of summarizes the acquisition date fair value of the consideration transferred for Zymergen (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Business Acquisition [Line Items] | |||
| Less: Cash severance and retention bonuses incurred for the benefit of the combined company | $ 11,100 | ||
| Consideration | 19,912 | $ 8,760 | $ 0 |
| Zymergen [Member] | |||
| Business Acquisition [Line Items] | |||
| Less: Cash severance and retention bonuses incurred for the benefit of the combined company | (6,152) | ||
| Consideration | 231,750 | ||
| Zymergen [Member] | Common Class A [Member] | |||
| Business Acquisition [Line Items] | |||
| Fair value of Class A common stock | 236,331 | ||
| Zymergen [Member] | New Ginkgo Common Stock [Member] | Restricted Stock [Member] | Common Class A [Member] | |||
| Business Acquisition [Line Items] | |||
| Fair value of replacement | $ 1,571 | ||
Business Combinations and Acquisitions - Schedule of summarizes the acquisition date fair value of the consideration transferred for Zymergen (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Apr. 01, 2022 |
Dec. 31, 2021 |
|
| Business Acquisition [Line Items] | |||
| Common stock, shares | 2,031,883,400 | 4,051,107 | 1,690,990,815 |
| Non-cash consideration paid for the acquisition of Zymergen | $ 231,750 | ||
| Common Class A [Member] | |||
| Business Acquisition [Line Items] | |||
| Common stock, shares | 1,448,234,796 | 5,749,957 | 1,326,146,808 |
| Zymergen [Member] | |||
| Business Acquisition [Line Items] | |||
| Non-cash consideration paid for the acquisition of Zymergen | $ 96,859,594 | ||
| Zymergen [Member] | Common Class A [Member] | |||
| Business Acquisition [Line Items] | |||
| Common stock, shares | 99,422,907 | ||
| Share price | $ 2.44 |
Business Combinations and Acquisitions - Summary of Net Proceeds from Business Combination (Details) $ in Thousands |
12 Months Ended |
|---|---|
|
Dec. 31, 2022
USD ($)
| |
| Business Acquisition [Line Items] | |
| Other offering costs | $ (108,118) |
| Net proceeds from the Business Combination | 1,509,629 |
| SRNG [Member] | |
| Business Acquisition [Line Items] | |
| Cash and cash equivalents | 857,747 |
| PIPE Investment [Member] | |
| Business Acquisition [Line Items] | |
| Cash and cash equivalents | $ 760,000 |
Business Combinations and Acquisitions - Schedule of Business Combination Common Stock Shares Outstanding (Details) - shares |
12 Months Ended | |||||
|---|---|---|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|||||
| Business Acquisition [Line Items] | ||||||
| Common stock shares outstanding | 1,891,975,964 | 1,611,392,152 | ||||
| Series B Preferred Stock [Member] | ||||||
| Business Acquisition [Line Items] | ||||||
| Convertible Preferred Stock, Shares Issued upon Conversion | 203,346,152 | |||||
| Series C Preferred Stock [Member] | ||||||
| Business Acquisition [Line Items] | ||||||
| Convertible Preferred Stock, Shares Issued upon Conversion | 228,641,430 | |||||
| Series D Preferred Stock [Member] | ||||||
| Business Acquisition [Line Items] | ||||||
| Convertible Preferred Stock, Shares Issued upon Conversion | 302,464,716 | |||||
| Series E Preferred Stock [Member] | ||||||
| Business Acquisition [Line Items] | ||||||
| Convertible Preferred Stock, Shares Issued upon Conversion | 170,227,108 | |||||
| Old Ginkgo Common Stock [Member] | ||||||
| Business Acquisition [Line Items] | ||||||
| Conversion of Stock, Shares Issued | [1] | 387,016,194 | ||||
| New Ginkgo Common Stock [Member] | ||||||
| Business Acquisition [Line Items] | ||||||
| Common stock shares outstanding | 1,485,061,236 | |||||
| PIPE Investment [Member] | ||||||
| Business Acquisition [Line Items] | ||||||
| Common stock shares outstanding | 193,365,636 | |||||
| Issuance of Series E convertible preferred stock, net of issuance costs | 76,000,000 | |||||
| SRNG [Member] | ||||||
| Business Acquisition [Line Items] | ||||||
| Common stock shares outstanding | 215,625,000 | |||||
| Redemption Of Common Stock | (86,725,312) | |||||
| Common Stock Shares Forfeited | (11,534,052) | |||||
| SRNG [Member] | Common Stock [Member] | ||||||
| Business Acquisition [Line Items] | ||||||
| Common stock shares outstanding | [2] | 117,365,636 | ||||
| ||||||
Business Combinations and Acquisitions - Schedule of Business Combination Common Stock Shares Outstanding (Parenthetical) (Details) |
12 Months Ended |
|---|---|
|
Dec. 31, 2022
shares
| |
| Common Class A | |
| Business Acquisition [Line Items] | |
| Sponsor Earn Out Shares Included In Common Stock | 16,737,183 |
| Common Class B | Restricted Stock Units (RSUs) [Member] | |
| Business Acquisition [Line Items] | |
| Common Stock Shares Excluded From Conversion | 283,396,094 |
| Common Class B | RSA [Member] | |
| Business Acquisition [Line Items] | |
| Common Stock Shares Excluded From Conversion | 259,440 |
Business Combinations and Acquisitions - Schedule of summary of the purchase price (Details) $ in Thousands |
12 Months Ended |
|---|---|
|
Dec. 31, 2022
USD ($)
| |
| Bayer Acquisition and Joint Venture [Member] | |
| Business Acquisition [Line Items] | |
| Cash | $ 79,825 |
| Bayer Acquisition and Joint Venture [Member] | |
| Business Acquisition [Line Items] | |
| Fair value of previously held equity interest in Joyn | 14,000 |
| Fair value of notes receivable from Joyn | 10,119 |
| Total purchase consideration | $ 103,944 |
Business Combinations and Acquisitions - Summary of Acquisition Date Fair Value of the Consideration Transferred (Details) - USD ($) $ in Thousands |
12 Months Ended | ||||
|---|---|---|---|---|---|
Apr. 01, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Oct. 03, 2022 |
|
| Business Acquisition [Line Items] | |||||
| Contingent consideration | $ 3,143 | ||||
| Total consideration | 231,750 | ||||
| Property and equipment | 83,951 | ||||
| Intangible assets | 11,500 | ||||
| Goodwill | 11,172 | $ 4,700 | |||
| Deferred tax liability | 2,679 | ||||
| Common Class A [Member] | |||||
| Business Acquisition [Line Items] | |||||
| Total Dutch DNA consideration | $ 17,000 | ||||
| Zymergen [Member] | |||||
| Business Acquisition [Line Items] | |||||
| Total consideration | 96,859,594 | ||||
| Cash and cash equivalents | 150,553 | ||||
| Accounts receivable | 980 | ||||
| Inventory | 1,166 | ||||
| Prepaid expenses and other current assets | 11,592 | ||||
| Property and equipment | 97,194 | ||||
| Operating lease right-of-use assets | 205,349 | ||||
| Intangible assets | 18,600 | ||||
| Goodwill | 12,874 | ||||
| Other non-current assets | 11,898 | ||||
| Accounts payable | (13,907) | ||||
| Deferred revenue | 8,189 | ||||
| Accrued expenses and other current liabilities | 55,917 | ||||
| Operating lease liabilities | 194,582 | ||||
| Deferred tax liability | 5,690 | ||||
| Other non-current liabilities | (171) | ||||
| Net assets acquired | 231,750 | ||||
| FGen [Member] | Common Class A [Member] | |||||
| Business Acquisition [Line Items] | |||||
| Fair value of Class A common stock | 17,015 | ||||
| Dutch Dna Biotech BV [Member] | |||||
| Business Acquisition [Line Items] | |||||
| Contingent consideration | 8,760 | ||||
| Total Dutch DNA consideration | 35,298 | ||||
| Dutch Dna Biotech BV [Member] | Common Class A [Member] | |||||
| Business Acquisition [Line Items] | |||||
| Fair value of Class A common stock | 15,087 | ||||
| FGen AG [Member] | |||||
| Business Acquisition [Line Items] | |||||
| Total consideration | 29,321 | ||||
| FGen AG [Member] | Restricted Stock [Member] | |||||
| Business Acquisition [Line Items] | |||||
| Contingent consideration | $ 3,800 | 3,842 | |||
| FGen AG [Member] | Milestones [Member] | |||||
| Business Acquisition [Line Items] | |||||
| Contingent consideration | 8,464 | ||||
| Dutch DNA Biotech B.V. [Member] | |||||
| Business Acquisition [Line Items] | |||||
| Cash | $ 11,451 | ||||
Business Combinations and Acquisitions - Summary of preliminary Fair Values of Assets Acquired and Liabilities Assumed - (Details) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Oct. 03, 2022 |
||||||
|---|---|---|---|---|---|---|---|---|
| Business Acquisition [Line Items] | ||||||||
| Property and equipment | $ 83,951 | |||||||
| Intangibles | 11,500 | |||||||
| Goodwill | 11,172 | $ 4,700 | ||||||
| Deferred tax liability | 2,679 | |||||||
| Fgen [Member] | Preliminary Allocation [Member] | ||||||||
| Business Acquisition [Line Items] | ||||||||
| Cash | 1,430 | |||||||
| Accounts receivable | 144 | |||||||
| Other non-current assets | 10 | |||||||
| Property and equipment | 146 | |||||||
| Intangibles | 21,100 | |||||||
| Goodwill | 11,001 | |||||||
| Accounts payable and accrued expenses | (29) | |||||||
| Deferred revenue | (104) | |||||||
| Deferred tax liability | (4,377) | |||||||
| Net assets acquired | 29,321 | |||||||
| Fgen [Member] | Measurement Period Adjustment [Member] | ||||||||
| Business Acquisition [Line Items] | ||||||||
| Cash | 0 | |||||||
| Accounts receivable | 0 | |||||||
| Other non-current assets | 0 | |||||||
| Property and equipment | (112) | |||||||
| Intangibles | 0 | |||||||
| Goodwill | (386) | |||||||
| Accounts payable and accrued expenses | 0 | |||||||
| Deferred revenue | 0 | |||||||
| Deferred tax liability | 498 | |||||||
| Net assets acquired | 0 | |||||||
| Fgen [Member] | Adjusted Allocation [Member] | ||||||||
| Business Acquisition [Line Items] | ||||||||
| Cash | 1,430 | |||||||
| Accounts receivable | 144 | |||||||
| Other non-current assets | 10 | |||||||
| Property and equipment | 34 | |||||||
| Intangibles | 21,100 | |||||||
| Goodwill | 10,615 | |||||||
| Accounts payable and accrued expenses | (29) | |||||||
| Deferred revenue | (104) | |||||||
| Deferred tax liability | (3,879) | |||||||
| Net assets acquired | 29,321 | |||||||
| Dutch Dna Biotech BV [Member] | Preliminary Allocation [Member] | ||||||||
| Business Acquisition [Line Items] | ||||||||
| Cash | 387 | |||||||
| Accounts receivable | 149 | |||||||
| Prepaid expenses and other current assets | 170 | |||||||
| Property and equipment | 234 | |||||||
| Intangibles | [1] | 20,500 | ||||||
| Goodwill | [2] | 15,177 | ||||||
| Accounts payable | (194) | |||||||
| Accrued expenses and other current liabilities | (137) | |||||||
| Deferred tax liability | ||||||||
| Other non-current liabilities | (988) | |||||||
| Net assets acquired | 35,298 | |||||||
| Dutch Dna Biotech BV [Member] | Measurement Period Adjustment [Member] | ||||||||
| Business Acquisition [Line Items] | ||||||||
| Cash | [3] | 0 | ||||||
| Accounts receivable | [3] | 0 | ||||||
| Prepaid expenses and other current assets | [3] | 0 | ||||||
| Property and equipment | [3] | 0 | ||||||
| Intangibles | [1],[3] | 0 | ||||||
| Goodwill | [2],[3] | 4,839 | ||||||
| Accounts payable | [3] | 0 | ||||||
| Accrued expenses and other current liabilities | [3] | (49) | ||||||
| Deferred tax liability | [3] | (4,790) | ||||||
| Other non-current liabilities | [3] | 0 | ||||||
| Net assets acquired | [3] | 0 | ||||||
| Dutch Dna Biotech BV [Member] | Adjusted Allocation [Member] | ||||||||
| Business Acquisition [Line Items] | ||||||||
| Cash | 387 | |||||||
| Accounts receivable | 149 | |||||||
| Prepaid expenses and other current assets | 170 | |||||||
| Property and equipment | 234 | |||||||
| Intangibles | [1] | 20,500 | ||||||
| Goodwill | [2] | 20,016 | ||||||
| Accounts payable | (194) | |||||||
| Accrued expenses and other current liabilities | (186) | |||||||
| Deferred tax liability | (4,790) | |||||||
| Other non-current liabilities | (988) | |||||||
| Net assets acquired | $ 35,298 | |||||||
| ||||||||
Business Combinations and Acquisitions - Summary of preliminary Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical) (Details) |
12 Months Ended |
|---|---|
Dec. 31, 2022 | |
| Asset Acquisition [Abstract] | |
| Intangibles estimated useful life | 15 years |
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Dec. 31, 2021 |
||||
|---|---|---|---|---|---|---|
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Warrant liabilities | $ 10,868 | $ 135,838 | ||||
| Contingent consideration, included in other non-current liabilities | 20,000 | |||||
| Fair Value, Recurring [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total assets | 1,154,337 | 1,525,464 | ||||
| Total liabilities | 35,341 | 144,305 | ||||
| Fair Value, Recurring [Member] | Public Warrants [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Warrant liabilities | 6,900 | 77,280 | ||||
| Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Warrant liabilities | 3,968 | 58,558 | ||||
| Fair Value, Recurring [Member] | Other Noncurrent Liabilities [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Contingent consideration, included in other non-current liabilities | 18,095 | 8,467 | ||||
| Fair Value, Recurring [Member] | Accrued expenses and other current liabilities [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Liabilities Subject to Compromise, Accounts Payable and Accrued Liabilities | 6,378 | |||||
| Fair Value, Recurring [Member] | Prepaid Expenses and Other Current Assets [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Receivables, Fair Value Disclosure | 37,660 | 11,559 | ||||
| Synlogic, Inc. [Member] | Fair Value, Recurring [Member] | Warrant [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total included in investment | [1] | 1,937 | 6,166 | |||
| Marketable Equity Securities [Member] | Fair Value, Recurring [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total included in investment | [2] | 25,714 | 25,676 | |||
| Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total assets | 1,110,338 | 1,497,408 | ||||
| Total liabilities | 6,900 | 77,280 | ||||
| Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Warrant liabilities | 6,900 | 77,280 | ||||
| Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Warrant liabilities | 0 | 0 | ||||
| Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Other Noncurrent Liabilities [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Contingent consideration, included in other non-current liabilities | 0 | 0 | ||||
| Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Accrued expenses and other current liabilities [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Liabilities Subject to Compromise, Accounts Payable and Accrued Liabilities | 0 | |||||
| Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Prepaid Expenses and Other Current Assets [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Receivables, Fair Value Disclosure | 0 | 0 | ||||
| Fair Value, Inputs, Level 1 [Member] | Synlogic, Inc. [Member] | Fair Value, Recurring [Member] | Warrant [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total included in investment | [1] | 0 | 0 | |||
| Fair Value, Inputs, Level 1 [Member] | Marketable Equity Securities [Member] | Fair Value, Recurring [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total included in investment | [2] | 21,312 | 15,345 | |||
| Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total assets | 36,339 | 16,497 | ||||
| Total liabilities | 108 | 0 | ||||
| Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Warrant liabilities | 0 | 0 | ||||
| Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Warrant liabilities | 108 | 0 | ||||
| Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Other Noncurrent Liabilities [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Contingent consideration, included in other non-current liabilities | 0 | 0 | ||||
| Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Accrued expenses and other current liabilities [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Liabilities Subject to Compromise, Accounts Payable and Accrued Liabilities | 0 | |||||
| Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Prepaid Expenses and Other Current Assets [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Receivables, Fair Value Disclosure | 30,000 | 0 | ||||
| Fair Value, Inputs, Level 2 [Member] | Synlogic, Inc. [Member] | Fair Value, Recurring [Member] | Warrant [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total included in investment | [1] | 1,937 | 6,166 | |||
| Fair Value, Inputs, Level 2 [Member] | Marketable Equity Securities [Member] | Fair Value, Recurring [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total included in investment | [2] | 4,402 | 10,331 | |||
| Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total assets | 7,660 | 11,559 | ||||
| Total liabilities | 28,333 | 67,025 | ||||
| Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Warrant liabilities | 0 | 0 | ||||
| Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Warrant liabilities | 3,860 | 58,558 | ||||
| Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Other Noncurrent Liabilities [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Contingent consideration, included in other non-current liabilities | 18,095 | 8,467 | ||||
| Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Accrued expenses and other current liabilities [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Liabilities Subject to Compromise, Accounts Payable and Accrued Liabilities | 6,378 | |||||
| Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Prepaid Expenses and Other Current Assets [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Receivables, Fair Value Disclosure | 7,660 | 11,559 | ||||
| Fair Value, Inputs, Level 3 [Member] | Synlogic, Inc. [Member] | Fair Value, Recurring [Member] | Warrant [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total included in investment | [1] | 0 | 0 | |||
| Fair Value, Inputs, Level 3 [Member] | Marketable Equity Securities [Member] | Fair Value, Recurring [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total included in investment | [2] | 0 | 0 | |||
| Money Market Funds [Member] | Fair Value, Recurring [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total included in cash and cash equivalents | 1,089,026 | 1,482,063 | ||||
| Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total included in cash and cash equivalents | 1,089,026 | 1,482,063 | ||||
| Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total included in cash and cash equivalents | 0 | 0 | ||||
| Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||||||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
| Total included in cash and cash equivalents | $ 0 | $ 0 | ||||
| ||||||
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||
| Volatility rate | 85.50% | |||
| Risk-free interest rate | 3.13% | 0.11% | ||
| Risk adjusted rate | 30.9 | |||
| Expected dividend yield | 0.00% | |||
| Years to maturity | 10 months 17 days | |||
| Contingent consideration, included in other non-current liabilities | $ 20.0 | |||
| Fair Value, Inputs, Level 3 [Member] | ||||
| Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||
| Discount Rate | 13.00% | |||
| FGen AG [Member] | ||||
| Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||
| Business Combination Consideration Liability Settled | $ 1.9 | |||
| Dutch DNA Biotech B.V. [Member] | ||||
| Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||
| Payment for achievement of a technical development milestone | 0.7 | |||
| Decrease in the fair value of the contingent consideration liability | 0.7 | |||
| Contingent consideration, included in other non-current liabilities | 20.0 | |||
| Circularis | ||||
| Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||
| Payment for achievement of a technical development milestone | 40.0 | |||
| Altar SAS [Member] | ||||
| Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||
| Payment for achievement of a technical development milestone | 2.5 | |||
| Promissory Note [Member] | ||||
| Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||
| Fair value of promissory note | $ 1.9 | |||
| Discount Rate | 15.00% | |||
| Probabilities rate | 50.00% | |||
| Recovery rate on first lien debt | 63.00% | |||
| Notes Receivable [Member] | ||||
| Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||
| Discount Rate | 12.50% | |||
| Genomatica Inc Preferred Stocks [Member] | ||||
| Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||
| Asset Impairment Charges | $ 10.1 | $ 10.1 | $ 0.0 | $ 0.0 |
| Minimum [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
| Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||
| Probabilities rate | 18.00% | |||
| Promissory Note Maturity | 1 year | |||
| Maximum [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
| Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||
| Probabilities rate | 65.00% | |||
| Promissory Note Maturity | 2 years | |||
| Access Bio [Member] | ||||
| Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||
| Risk-free interest rate | 0.30% | |||
| Bolt Threads, Inc. [Member] | Senior Secured Note [Member] | ||||
| Fair Value Disclosure Asset And Liability Not Measured At Fair Value [Line Items] | ||||
| Notes receivable fair value recurring basis | $ 30.0 | |||
Fair Value Measurement - Summary of Fair Value Measurements Inputs (Detail) - Fair Value, Inputs, Level 3 [Member] |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Measurement Input, Exercise Price [Member] | ||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
| Fair value measurements inputs | 11.50 | 11.50 |
| Measurement Input, Share Price [Member] | ||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
| Fair value measurements inputs | 1.69 | 8.31 |
| Measurement Input, Price Volatility [Member] | ||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
| Fair value measurements inputs | 71.5 | 58.7 |
| Measurement Input, Expected Term [Member] | ||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
| Fair value measurements inputs | 3.71 | 4.71 |
| Measurement Input, Risk Free Interest Rate [Member] | ||
| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
| Fair value measurements inputs | 4.11 | 1.25 |
Fair Value Measurements - Summary of Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) $ in Thousands |
12 Months Ended | |
|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
| Change in fair value [Extensible Enumeration] | Change in fair value of warrant liabilities | Change in fair value of warrant liabilities |
| Fair Value, Inputs, Level 3 [Member] | ||
| Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
| Beginning balance warrant liabilities | $ 11,559 | $ 15,566 |
| Additions pursuant to the Business Combination | 7,660 | 0 |
| Proceeds from loans receivable | (10,404) | (304) |
| Conversion of promissory notes | 0 | (195) |
| Change in fair value | 705 | (3,508) |
| Write-off | (1,860) | 0 |
| Ending balance warrant liabilities | 7,660 | 11,559 |
| Fair Value, Inputs, Level 3 [Member] | Contingent Consideration [Member] | ||
| Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
| Beginning balance warrant liabilities | 8,467 | 0 |
| Additions pursuant to the Business Combination | 19,912 | 8,760 |
| Change in fair value | (1,262) | (293) |
| Settlements and payments | (2,644) | 0 |
| Ending balance warrant liabilities | 24,473 | 8,467 |
| Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||
| Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
| Beginning balance warrant liabilities | 58,558 | 0 |
| Additions pursuant to the Business Combination | 0 | 90,263 |
| Transfer to Level 2 | (125) | 0 |
| Change in fair value | (54,573) | (31,705) |
| Ending balance warrant liabilities | $ 3,860 | $ 58,558 |
Fair Value Measurements - Summary of recurring Level 3 fair value measurements of contingent consideration liabilities (Details) - Fair Value, Recurring [Member] |
12 Months Ended | |
|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Valuation Technique, Discounted Cash Flow [Member] | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Discount Rate | 12.00% | 9.00% |
| Valuation Technique, Discounted Cash Flow [Member] | Maximum [Member] | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Discount Rate | 13.11% | 11.30% |
| Projected years of payments | 2028 years | 2037 years |
| Valuation Technique, Discounted Cash Flow [Member] | Minimum [Member] | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Discount Rate | 12.20% | 10.70% |
| Projected years of payments | 2025 years | 2022 years |
| Probability-weighted present value [Member] | Maximum [Member] | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Discount Rate | 100.00% | 80.00% |
| Probability-weighted present value [Member] | Minimum [Member] | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Discount Rate | 2.00% | 10.00% |
Loans Receivable - Additional Information (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Debt Instrument [Line Items] | |||
| Proceeds from public offering, net of issuance costs | $ 99,303 | $ 0 | $ 0 |
Investments and Equity Method Investments - Additional Information (Details) - USD ($) $ in Millions |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Jun. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Apr. 01, 2022 |
|
| Net Investment Income [Line Items] | |||||
| Common stock shares issued | 2,031,883,400 | 1,690,990,815 | 4,051,107 | ||
| Genomatica Inc Preferred Stocks [Member] | |||||
| Net Investment Income [Line Items] | |||||
| Impairment charges | $ 10.1 | $ 10.1 | $ 0.0 | $ 0.0 | |
Investments and Equity Method Investments - Schedule of Investments and Equity Method Investments (Details) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Dec. 31, 2021 |
||
|---|---|---|---|---|
| Net Investment Income [Line Items] | ||||
| Investments | $ 112,188 | $ 102,037 | ||
| Equity Method Investments | [1] | 1,543 | 13,194 | |
| Genomatica, Inc. preferred stock [Member] | ||||
| Net Investment Income [Line Items] | ||||
| Investments | 44,885 | 55,000 | ||
| Synlogic, Inc. common stock [Member] | ||||
| Net Investment Income [Line Items] | ||||
| Investments | 4,819 | 15,345 | ||
| Synlogic, Inc. warrants [Member] | ||||
| Net Investment Income [Line Items] | ||||
| Investments | 1,937 | 6,166 | ||
| Marketable Equity Securities [Member] | ||||
| Net Investment Income [Line Items] | ||||
| Investments | 20,895 | 10,331 | ||
| Non-marketable equity securities [Member] | ||||
| Net Investment Income [Line Items] | ||||
| Investments | 17,544 | 15,195 | ||
| SAFEs [Member] | ||||
| Net Investment Income [Line Items] | ||||
| Investments | 22,108 | 0 | ||
| Joyn Bio, LLC [Member] | ||||
| Net Investment Income [Line Items] | ||||
| Equity Method Investments | [1] | 0 | 11,694 | |
| BiomEdit, LLC [Member] | ||||
| Net Investment Income [Line Items] | ||||
| Equity Method Investments | [1] | 369 | 0 | |
| Other | ||||
| Net Investment Income [Line Items] | ||||
| Equity Method Investments | [1] | $ 1,174 | $ 1,500 | |
| ||||
Investments and Equity Method Investments - Schedule of Investments and Equity Method Investments (Parenthetical) (Details) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Dec. 31, 2021 |
||
|---|---|---|---|---|
| Net Investment Income [Line Items] | ||||
| Equity Method Investments | [1] | $ 1,543 | $ 13,194 | |
| Platform Ventures [Member] | ||||
| Net Investment Income [Line Items] | ||||
| Equity Method Investments | $ 0 | $ 0 | ||
| ||||
Investments and Equity Method Investments - Schedule of (Losses) Gains on Investments and Equity Method Investments (Details) - USD ($) $ in Thousands |
12 Months Ended | ||||
|---|---|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|||
| Net Investment Income [Line Items] | |||||
| (Loss) gain on investments: | $ (53,335) | $ (11,543) | $ (3,733) | ||
| (Loss) gain on equity method investments: | (43,761) | (77,284) | (396) | ||
| Synlogic, Inc. common stock [Member] | |||||
| Net Investment Income [Line Items] | |||||
| (Loss) gain on investments: | (10,526) | 1,649 | (2,663) | ||
| Synlogic, Inc. warrants [Member] | |||||
| Net Investment Income [Line Items] | |||||
| (Loss) gain on investments: | (4,230) | 662 | (1,070) | ||
| Genomatica, Inc. [Member] | |||||
| Net Investment Income [Line Items] | |||||
| (Loss) gain on investments: | (10,115) | 0 | 0 | ||
| Marketable Equity Securities [Member] | |||||
| Net Investment Income [Line Items] | |||||
| (Loss) gain on investments: | (28,269) | (13,854) | 0 | ||
| Non Marketable Equity Securities [Member] | |||||
| Net Investment Income [Line Items] | |||||
| (Loss) gain on investments: | (195) | 0 | 0 | ||
| Joyn Bio, LLC [Member] | |||||
| Net Investment Income [Line Items] | |||||
| (Loss) gain on equity method investments: | [1] | (3,043) | (17,230) | (396) | |
| Allonnia, LLC [Member] | |||||
| Net Investment Income [Line Items] | |||||
| (Loss) gain on equity method investments: | 0 | (12,698) | 0 | ||
| Arcaea LLC [Member] | |||||
| Net Investment Income [Line Items] | |||||
| (Loss) gain on equity method investments: | 0 | (47,356) | |||
| Verb Biotics LLC Member | |||||
| Net Investment Income [Line Items] | |||||
| (Loss) gain on equity method investments: | (15,900) | 0 | 0 | ||
| BiomEdit LLC [Member] | |||||
| Net Investment Income [Line Items] | |||||
| (Loss) gain on equity method investments: | (8,503) | 0 | 0 | ||
| Ayana, LLC [Member] | |||||
| Net Investment Income [Line Items] | |||||
| (Loss) gain on equity method investments: | (15,989) | 0 | 0 | ||
| Other [Member] | |||||
| Net Investment Income [Line Items] | |||||
| (Loss) gain on equity method investments: | $ (326) | $ 0 | $ 0 | ||
| |||||
Investments and Equity Method Investments - Schedule of (Losses) Gains on Investments and Equity Method Investments (Parenthetical) (Details) - USD ($) $ in Thousands |
12 Months Ended | |||
|---|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|||
| Net Investment Income [Line Items] | ||||
| Equity Method Investments | [1] | $ 1,543 | $ 13,194 | |
| Joyn [Member] | ||||
| Net Investment Income [Line Items] | ||||
| Gain On Company's Equity Remeasurement | 14,000 | |||
| Loss On Equity Method Investment | 17,000 | |||
| Equity Method Investments | $ 0 | |||
| ||||
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands |
1 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|
Sep. 30, 2021 |
Mar. 31, 2021 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
| Variable Interest Entity [Line Items] | ||||||
| Gain on deconsolidation of subsidiaries | $ 31,889 | $ 0 | $ 0 | |||
| (Loss) gain on equity method investments: | (43,761) | (77,284) | (396) | |||
| Cash and cash equivalents | 1,315,792 | 1,550,004 | 380,801 | $ 495,287 | ||
| Prepaid expenses and other current assets | 47,458 | 33,537 | ||||
| Current liabilities | 172,962 | 134,761 | ||||
| Liabilities | 803,044 | 503,611 | ||||
| Net loss | (2,106,372) | (1,836,642) | (126,723) | |||
| Loss attributable to non-controlling interest | (1,443) | (6,595) | (114) | |||
| Consideration | 19,912 | 8,760 | 0 | |||
| Non-controlling interest | 0 | 62,014 | ||||
| Series A Preferred Stock | ||||||
| Variable Interest Entity [Line Items] | ||||||
| Consideration | $ 19,500 | $ 57,100 | ||||
| Share Sold | 1,755,000 | |||||
| Ayana Bio Llc | ||||||
| Variable Interest Entity [Line Items] | ||||||
| Equity method investment | 16,000 | |||||
| Company to Provide Further Financial Support | 0 | |||||
| Ayana Bio Llc | Series A Preferred Stock | ||||||
| Variable Interest Entity [Line Items] | ||||||
| Consideration | $ 30,000 | |||||
| Share Sold | 9,000,000 | |||||
| Ayana Bio Llc | License | ||||||
| Variable Interest Entity [Line Items] | ||||||
| Common units | 9,000,000 | |||||
| Verb Biotics Llc | ||||||
| Variable Interest Entity [Line Items] | ||||||
| Equity method investment | 15,900 | |||||
| Ginkgo | ||||||
| Variable Interest Entity [Line Items] | ||||||
| Gain on deconsolidation of subsidiaries | 31,900 | |||||
| VIE Member | ||||||
| Variable Interest Entity [Line Items] | ||||||
| Equity method investment | $ 11,700 | |||||
| Cash and cash equivalents | 58,000 | |||||
| Prepaid expenses and other current assets | 700 | |||||
| Current liabilities | 600 | |||||
| Maximum | Verb Biotics Llc | ||||||
| Variable Interest Entity [Line Items] | ||||||
| Carrying value of equity method investment | 0 | |||||
| In Process Research And Development | Ayana Bio Llc | ||||||
| Variable Interest Entity [Line Items] | ||||||
| (Loss) gain on equity method investments: | $ 31,900 | |||||
| Parent | ||||||
| Variable Interest Entity [Line Items] | ||||||
| Equity interest | 70.00% | |||||
| Controls of Board of Directors | 100.00% | |||||
| Noncontrolling Interest [Member] | ||||||
| Variable Interest Entity [Line Items] | ||||||
| Equity interest | 30.00% | |||||
| Net loss | $ (1,443) | $ (6,595) | $ (114) | |||
| Member Units | Convertible Promissory Notes | ||||||
| Variable Interest Entity [Line Items] | ||||||
| Financial support | $ 10,000 | |||||
Variable Interest Entities - Summary of VIE assets and Liabilities (Details) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ 1,315,792 | $ 1,550,004 | $ 380,801 | $ 495,287 | ||
| Prepaid expenses and other current assets | 47,458 | 33,537 | ||||
| Equity Method Investments | [1] | 1,543 | 13,194 | |||
| Total assets | 2,539,321 | 2,070,990 | ||||
| Accounts payable | 10,451 | 8,189 | ||||
| Accrued expenses and other current liabilities | 114,694 | 93,332 | ||||
| Total liabilities | $ 803,044 | $ 503,611 | ||||
| ||||||
Goodwill and Intangible Assets, net - Schedule of Goodwill (Details) - USD ($) $ in Thousands |
12 Months Ended | |
|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Goodwill and Intangible Assets Disclosure [Abstract] | ||
| Beginning balance | $ 21,312 | $ 1,857 |
| Goodwill acquired in acquisitions | 39,712 | 15,177 |
| Impact of foreign currency translation | (266) | (722) |
| Measurement period adjustments | (548) | 5,000 |
| Ending balance | $ 60,210 | $ 21,312 |
Goodwill and Intangible Assets, net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands |
12 Months Ended | |||
|---|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|||
| Acquired Finite Lived Intangible Assets [Line Items] | ||||
| Gross Carrying Value | [1] | $ 120,094 | ||
| Accumulated Amortization | (9,053) | |||
| Total | 111,041 | |||
| Developed Technology [Member] | ||||
| Acquired Finite Lived Intangible Assets [Line Items] | ||||
| Gross Carrying Value | [1] | 115,824 | $ 25,038 | |
| Accumulated Amortization | (8,825) | 3,396 | ||
| Total | $ 106,999 | $ 21,642 | ||
| Weighted Average Amortization Period | 9 years 4 months 24 days | 13 years 3 months 18 days | ||
| Database [Member] | ||||
| Acquired Finite Lived Intangible Assets [Line Items] | ||||
| Gross Carrying Value | [1] | $ 3,700 | ||
| Accumulated Amortization | (107) | |||
| Total | $ 3,593 | |||
| Weighted Average Amortization Period | 6 years 9 months 18 days | |||
| Customer Relationships [Member] | ||||
| Acquired Finite Lived Intangible Assets [Line Items] | ||||
| Gross Carrying Value | [1] | $ 380 | ||
| Accumulated Amortization | (71) | |||
| Total | $ 309 | |||
| Weighted Average Amortization Period | 1 year 7 months 6 days | |||
| Assembled Workforce [Member] | ||||
| Acquired Finite Lived Intangible Assets [Line Items] | ||||
| Gross Carrying Value | [1] | $ 190 | ||
| Accumulated Amortization | (50) | |||
| Total | $ 140 | |||
| Weighted Average Amortization Period | 1 year | |||
| ||||
Goodwill and Intangible Assets, net - Additional Information (Details) - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Goodwill and Intangible Assets Disclosure [Abstract] | |||
| Amortization of intangible assets | $ 5.6 | $ 1.2 | $ 0.5 |
Goodwill and Intangible Assets, net - Schedule of Estimated Future Amortization Expense (Details) $ in Thousands |
Dec. 31, 2022
USD ($)
|
|---|---|
| Goodwill and Intangible Assets Disclosure [Abstract] | |
| 2023 | $ 15,769 |
| 2024 | 15,289 |
| 2025 | 15,165 |
| 2026 | 15,165 |
| 2027 | 12,158 |
| Thereafter | 37,495 |
| Total | $ 111,041 |
Leases (Additional Information) (Details) - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Operating Leases, Rent Expense | $ 17.7 | $ 7.0 | |
| Operating Lease Rental Income Per Annum Under Sublease | $ 3.5 | $ 1.1 | $ 0.4 |
| Term of Sublease | 5 years | ||
| Undiscounted Commitments | $ 420.9 | ||
| Maximum [Member] | |||
| Term Of Operating Lease | 14 years 4 months 24 days | ||
| Minimum [Member] | |||
| Term Of Operating Lease | 13 months | ||
| Equipment leases [Member] | Maximum [Member] | |||
| Term Of Operating Lease | 60 months | ||
| Equipment leases [Member] | Minimum [Member] | |||
| Term Of Operating Lease | 12 months | ||
Leases - Schedule of Components of Total Lease Cost (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Leases [Abstract] | |||
| Operating lease cost | $ 35,242 | ||
| Amortization of ROU assets | 1,871 | $ 0 | $ 0 |
| Interest on lease liabilities | 104 | ||
| Finance Lease Cost, Total | 1,975 | ||
| Variable lease cost | 8,879 | ||
| Sublease income | (5,190) | ||
| Total lease cost | $ 40,906 | ||
Leases - Schedule of Operating Leases Supplemental Cash Flow Information (Details) $ in Thousands |
12 Months Ended |
|---|---|
|
Dec. 31, 2022
USD ($)
| |
| Cash Paid For Amounts Included In Measurement Of Lease Liabilities [Abstract] | |
| Operating cash flows from finance leases | $ 92 |
| Operating cash flows from operating leases | 13,587 |
| Financing cash flows from finance leases | 1,237 |
| ROU asset obtained in exchange for new operating lease liabilities | 79,984 |
| ROU asset obtained in exchange for new finance lease liabilities | $ 1,729 |
Leases - Schedule of Supplemental Balance Sheet Information (Details) |
Dec. 31, 2022 |
|---|---|
| Leases [Abstract] | |
| Weighted average remaining lease term - operating leases (in years) | 10 years 3 months 18 days |
| Weighted average remaining lease term - finance leases (in years) | 2 years 3 months 18 days |
| Weighted average discount rate - operating leases | 8.10% |
| Weighted average discount rate - finance leases | 3.70% |
Leases - Schedule of Maturity of Operating and Finance Lease Liabilities (Details) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Jan. 01, 2022 |
Dec. 31, 2021 |
|---|---|---|---|
| Leases [Abstract] | |||
| 2023 | $ 58,111 | ||
| 2024 | 62,125 | ||
| 2025 | 62,300 | ||
| 2026 | 57,300 | ||
| 2027 | 58,010 | ||
| Thereafter | 366,924 | ||
| Total undiscounted payments | 664,770 | ||
| Less: imputed interest | (223,482) | ||
| Total Lease liabilities | 441,288 | $ 166,700 | |
| Less: current portion of lease liability | (28,032) | ||
| Operating lease liabilities, non-current | 413,256 | $ 0 | |
| Finance lease 2023 | 1,374 | ||
| Finance lease 2024 | 1,079 | ||
| Finance lease 2025 | 452 | ||
| Finance lease 2026 | 19 | ||
| Finance lease 2027 | 0 | ||
| Finance lease Thereafter | 0 | ||
| Total undiscounted payments finance lease | 2,924 | ||
| Less: imputed interest | (119) | ||
| Total lease liability | 2,805 | ||
| Less: current portion of lease liability | $ (1,300) | ||
| Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating lease liabilities, non-current | ||
| Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Finance Lease, Liability, Noncurrent | ||
| Lease financing obligation | $ 1,505 |
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands |
12 Months Ended | |||
|---|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Mar. 31, 2022 |
|
| Loss Contingencies [Line Items] | ||||
| Proceeds from lease financing obligation | $ 1,237 | |||
| Lease, interest expenses | 19,082 | |||
| Research and development | $ 1,052,643 | $ 1,149,662 | $ 159,767 | |
| Twist Bioscience Corporation (Twist) | ||||
| Loss Contingencies [Line Items] | ||||
| Minimum purchase commitment in contract years | $ 58,000 | |||
| Twist Bioscience Corporation (Twist) | Greater Than One Year And Not More Than Three Years [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Minimum purchase commitment in contract years | 10,000 | |||
| Twist Bioscience Corporation (Twist) | Greater Than Three Years And Not More Than Four Years [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Minimum purchase commitment in contract years | 13,000 | |||
| Twist Bioscience Corporation (Twist) | Greater Than Four Years And Not More Than Five Years [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Minimum purchase commitment in contract years | 16,000 | |||
| Twist Bioscience Corporation (Twist) | Greater Than Five Years And Not More Than Six Years [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Minimum purchase commitment in contract years | $ 19,000 | |||
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands |
Dec. 31, 2022
USD ($)
|
|---|---|
| Commitments and Contingencies Disclosure [Abstract] | |
| 2023 | $ 58,111 |
| 2024 | 62,125 |
| 2025 | 62,300 |
| 2026 | 57,300 |
| 2027 | 58,010 |
| Thereafter | 366,924 |
| Total undiscounted payments | $ 664,770 |
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Nov. 15, 2022 |
Oct. 04, 2022 |
Sep. 16, 2021 |
Jul. 31, 2020 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Class Of Stock [Line Items] | |||||||
| Proceeds from issuance of stock | $ 40,382 | $ 15,087 | $ 0 | ||||
| Preferred stock shares authorized | 200,000,000 | 200,000,000 | |||||
| Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
| Preferred stock shares issued | 0 | 0 | |||||
| Common stock shares authorized | 15,800,000,000 | 15,800,000,000 | |||||
| Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
| Conversion of Stock, Description | Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Generally, shares of Class B common stock will convert automatically into Class A common stock upon the holder ceasing to be an Eligible Holder (i.e., director, employee, trust or legal entity of Ginkgo), unless otherwise determined by affirmative vote of a majority of independent directors of Ginkgo. | ||||||
| Dividends | $ 0 | ||||||
| Shelf Registration Statement [Member] | |||||||
| Class Of Stock [Line Items] | |||||||
| Proceeds from issuance of stock | $ 500,000 | $ 400,000 | |||||
| Underwriting Agreement [Member] | |||||||
| Class Of Stock [Line Items] | |||||||
| Issuance of Series E convertible preferred stock, net of issuance costs | 41,383,877 | ||||||
| Shares issued price per share | $ 2.4164 | ||||||
| Stock issued during period shares | 41,383,877 | ||||||
| Number of shares discount, percentage | 9.00% | ||||||
| Issuance of Additional Shares | 6,207,581 | ||||||
| Underwriter option exercisable term | 30 days | ||||||
| Proceeds from Issuance of offering | $ 98,900 | ||||||
| Common Class A | |||||||
| Class Of Stock [Line Items] | |||||||
| Common stock shares authorized | 10,500,000,000 | 10,500,000,000 | |||||
| Common stock par or stated value per share | $ 0.0001 | ||||||
| Common Stock, Voting Rights | one | ||||||
| Issuance of Series E convertible preferred stock, net of issuance costs | 16,737,183 | 904,700,000 | |||||
| Stock issued during period shares | 16,737,183 | 904,700,000 | |||||
| Common Class B | |||||||
| Class Of Stock [Line Items] | |||||||
| Common stock shares authorized | 4,500,000,000 | 4,500,000,000 | |||||
| Common stock par or stated value per share | $ 0.0001 | ||||||
| Common Stock, Voting Rights | ten | ||||||
| Common Class C | |||||||
| Class Of Stock [Line Items] | |||||||
| Common stock shares authorized | 800,000,000 | 800,000,000 | |||||
| Common stock par or stated value per share | $ 0.0001 | ||||||
| New Ginkgo Preferred Stock | |||||||
| Class Of Stock [Line Items] | |||||||
| Preferred stock shares authorized | 200,000,000 | ||||||
| Preferred stock par or stated value per share | $ 0.0001 | ||||||
| Preferred stock shares issued | 0 | ||||||
| Preferred stock shares outstanding | 0 | ||||||
| Old Ginkgo Convertible Preferred Stock | |||||||
| Class Of Stock [Line Items] | |||||||
| Issuance of additional Series E preferred stock, shares | 30,855,065 | ||||||
| Additional issuance price | $ 3.06 | ||||||
| Series E Preferred Stock [Member] | Investor | |||||||
| Class Of Stock [Line Items] | |||||||
| Amount received in cash | $ 94,400 | ||||||
Stockholders' Equity - Schedule of Capitalization (Details) - shares |
Dec. 31, 2022 |
Apr. 01, 2022 |
Dec. 31, 2021 |
|---|---|---|---|
| Common stock shares authorized | 15,800,000,000 | 15,800,000,000 | |
| Common stock shares issued | 2,031,883,400 | 4,051,107 | 1,690,990,815 |
| Common stock shares outstanding | 1,891,975,964 | 1,611,392,152 | |
| Common Class A [Member] | |||
| Common stock shares authorized | 10,500,000,000 | 10,500,000,000 | |
| Common stock shares issued | 1,448,234,796 | 5,749,957 | 1,326,146,808 |
| Common stock shares outstanding | 1,337,498,554 | 1,273,976,963 | |
| Common Class B [Member] | |||
| Common stock shares authorized | 4,500,000,000 | 4,500,000,000 | |
| Common stock shares issued | 383,648,604 | 364,844,007 | |
| Common stock shares outstanding | 354,477,410 | 337,415,189 | |
| Common Class C [Member] | |||
| Common stock shares authorized | 800,000,000 | 800,000,000 | |
| Common stock shares issued | 200,000,000 | 0 | |
| Common stock shares outstanding | 200,000,000 | 0 |
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuances (Detail) |
Dec. 31, 2022
shares
|
|||
|---|---|---|---|---|
| Class Of Stock [Line Items] | ||||
| Total common stock reserved for future issuances | 411,860,812 | [1] | ||
| Warrants [Member] | ||||
| Class Of Stock [Line Items] | ||||
| Total common stock reserved for future issuances | 51,824,895 | |||
| 2021 Incentive Award Plan [Member] | ||||
| Class Of Stock [Line Items] | ||||
| Total common stock reserved for future issuances | 185,532,349 | |||
| 2021 Employee Stock Purchase Plan [Member] | ||||
| Class Of Stock [Line Items] | ||||
| Total common stock reserved for future issuances | 20,000,000 | |||
| 2022 Inducement Plan [Member] | ||||
| Class Of Stock [Line Items] | ||||
| Total common stock reserved for future issuances | 7,161,125 | |||
| Employee Stock Option [Member] | ||||
| Class Of Stock [Line Items] | ||||
| Total common stock reserved for future issuances | 12,906,001 | |||
| Restricted Stock Units (RSUs) [Member] | ||||
| Class Of Stock [Line Items] | ||||
| Total common stock reserved for future issuances | 134,436,442 | |||
| ||||
Convertible Promissory Notes - Additional Information (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Short-Term Debt [Line Items] | |||
| Gross proceeds | $ 0 | $ 195 | $ 0 |
| Conversion of convertible promissory notes to preferred stock | 0 | 195 | 0 |
| Other (expense) income | 87,553 | $ (9,655) | $ 12,193 |
| Promissory Note, Principal Balance | $ 4,800 | ||
Warrant Liabilities - Additional Information (Detail) - USD ($) |
12 Months Ended | |||
|---|---|---|---|---|
Feb. 26, 2021 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Nov. 15, 2021 |
|
| Class Of Warrant Or Right [Line Items] | ||||
| Term of warrants | 5 years | |||
| Share price | $ 12.50 | |||
| Number of trading days to determine call of warrant redemption | 30 days | |||
| Warrant liabilities | $ 10,868,000 | $ 135,838,000 | ||
| Common Class A | ||||
| Class Of Warrant Or Right [Line Items] | ||||
| Exercise price of warrants or rights | $ 11.50 | |||
| Shares purchased | 1 | |||
| Common Class A | Minimum [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||||
| Class Of Warrant Or Right [Line Items] | ||||
| Share price | $ 18.00 | |||
| Public Warrants | ||||
| Class Of Warrant Or Right [Line Items] | ||||
| Warrants Issued | $ 34,499,925 | |||
| Warrant redemption price (in dollars per share) | $ 0.01 | |||
| Warrant minimum days for prior written notice of redemption | 30 days | |||
| Number of trading days to determine call of warrant redemption | 20 days | |||
| Public Warrants | Common Class A | ||||
| Class Of Warrant Or Right [Line Items] | ||||
| Exercise price of warrants or rights | $ 0 | |||
| Warrant liabilities | $ 6,900,000 | |||
| Shares purchased | 35.0 | |||
| Private Placement Warrants | ||||
| Class Of Warrant Or Right [Line Items] | ||||
| Warrants Issued | $ 17,325,000 | |||
| Private Placement Warrants | Common Class A | ||||
| Class Of Warrant Or Right [Line Items] | ||||
| Warrant liabilities | $ 4,000,000.0 | |||
| Shares purchased | 16.8 |
Supplemental Balance Sheet Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
||
|---|---|---|---|---|---|---|
| Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||||||
| Cash and cash equivalents | $ 1,315,792 | $ 1,550,004 | $ 380,801 | $ 495,287 | ||
| Restricted cash included in prepaid expenses and other current assets | [1] | 8,221 | 0 | 0 | ||
| Restricted cash included in other non-current assets | [1] | 45,568 | 42,924 | 5,076 | ||
| Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | $ 1,369,581 | $ 1,592,928 | $ 385,877 | $ 498,510 | ||
| ||||||
Supplemental Balance Sheet Information - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
||
|---|---|---|---|---|---|
| Prepaid Expense and Other Assets, Current [Abstract] | |||||
| Prepaid expenses | $ 18,145 | $ 9,739 | |||
| Prepaid insurance | 16,960 | 9,199 | |||
| Prepaid inventory | 0 | 144 | |||
| Notes receivable | 0 | 11,559 | |||
| Other receivables | 1,561 | 2,198 | |||
| Security deposits | 2,084 | 0 | |||
| Restricted cash | [1] | 8,221 | 0 | $ 0 | |
| Other current assets | 487 | 698 | |||
| Prepaid expenses and other current assets | $ 47,458 | $ 33,537 | |||
| |||||
Supplemental Balance Sheet Information - Schedule of Inventory, Net (Detail) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Inventory Disclosure [Abstract] | ||
| Finished goods | $ 6,556 | $ 3,264 |
| Raw materials | 1,590 | 64 |
| Work in process | 0 | 50 |
| Less: Inventory reserve | (3,782) | (16) |
| Inventory, net | $ 4,364 | $ 3,362 |
Supplemental Balance Sheet Information - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Property Plant And Equipment [Line Items] | ||
| Total property, plant, and equipment | $ 407,529 | $ 206,822 |
| Less: Accumulated depreciation and amortization | (92,756) | (61,052) |
| Property, plant, and equipment, net | 314,773 | 145,770 |
| Facilities [Member] | ||
| Property Plant And Equipment [Line Items] | ||
| Total property, plant, and equipment | 46,019 | 12,762 |
| Less: Accumulated depreciation and amortization | (1,100) | |
| Furniture and Fixtures [Member] | ||
| Property Plant And Equipment [Line Items] | ||
| Total property, plant, and equipment | 8,206 | 4,617 |
| Lab Equipment [Member] | ||
| Property Plant And Equipment [Line Items] | ||
| Total property, plant, and equipment | 183,292 | 113,963 |
| Computer Equipment and Software [Member] | ||
| Property Plant And Equipment [Line Items] | ||
| Total property, plant, and equipment | 15,219 | 10,129 |
| Leasehold Improvements [Member] | ||
| Property Plant And Equipment [Line Items] | ||
| Total property, plant, and equipment | 125,307 | 55,033 |
| Construction in Progress [Member] | ||
| Property Plant And Equipment [Line Items] | ||
| Total property, plant, and equipment | 23,426 | 10,278 |
| Land [Member] | ||
| Property Plant And Equipment [Line Items] | ||
| Total property, plant, and equipment | 6,060 | 0 |
| Vehicles [Member] | ||
| Property Plant And Equipment [Line Items] | ||
| Total property, plant, and equipment | $ 0 | $ 40 |
Supplemental Balance Sheet Information - Additional Information (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Property Plant And Equipment [Line Items] | |||
| Depreciation | $ 36,900 | $ 26,900 | $ 12,600 |
| Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 92,756 | 61,052 | |
| Assets Held under Capital Leases | |||
| Property Plant And Equipment [Line Items] | |||
| Capital leased assets, gross | 4,100 | ||
| Lab Equipment [Member] | |||
| Property Plant And Equipment [Line Items] | |||
| Capital leased assets, accumulated depreciation | 2,100 | ||
| Facilities [Member] | |||
| Property Plant And Equipment [Line Items] | |||
| Build-to-suit assets | 12,800 | ||
| Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 1,100 | ||
| Construction in Progress [Member] | |||
| Property Plant And Equipment [Line Items] | |||
| Build-to-suit assets | $ 6,100 | ||
Supplemental Balance Sheet Information - Schedule of Other Non-Current Assets (Details) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Other Noncurrent Asset [Abstract] | ||
| Restricted cash noncurrent | $ 45,568 | $ 42,924 |
| Notes receivable | 37,660 | 0 |
| Finance lease right-of-use assets, net | $ 3,256 | $ 0 |
| Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent, Total | Other Assets, Noncurrent, Total |
| Other assets | $ 2,241 | $ 1,066 |
| Other Assets, Noncurrent, Total | $ 88,725 | $ 43,990 |
Supplemental Balance Sheet Information - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
| Employee compensation and benefits | $ 19,441 | $ 6,257 |
| Professional fees | 12,178 | 14,871 |
| Property and equipment | 11,624 | 991 |
| Cost of Biosecurity product revenue accruals | 12 | 4,565 |
| Cost of Biosecurity service revenue accruals | 15,401 | 28,726 |
| Inventory related accruals | 1,048 | 3,538 |
| Lab supplies | 3,434 | 560 |
| External research and development expenses | 1,844 | 11 |
| Contingent consideration liability | 6,378 | 0 |
| Liability classified stock-based compensation | 0 | 26,612 |
| Finance lease liabilities | 1,300 | 747 |
| Operating lease liabilities | 28,032 | 0 |
| Other current liabilities | 14,002 | 6,454 |
| Accrued expenses and other current liabilities | $ 114,694 | $ 93,332 |
Stock-Based Compensation - Additional Information (Detail) - USD ($) |
1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 17, 2021 |
Nov. 16, 2021 |
Sep. 16, 2021 |
Sep. 16, 2021 |
Mar. 31, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Nov. 15, 2021 |
|||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Total common stock reserved for future issuances | [1] | 411,860,812 | |||||||||
| Aggregate intrinsic value of stock options exercised | $ 21,500,000 | $ 91,000,000.0 | $ 5,300,000 | ||||||||
| Options, grants in period, weighted average grant date fair value | $ 1.92 | $ 8.97 | |||||||||
| Stock options expiration period | 10 years | ||||||||||
| Stock-based compensation | $ 1,930,641,000 | $ 1,606,020,000 | $ 476,000 | ||||||||
| Share price | $ 12.50 | ||||||||||
| Number of shares, Granted | 922,227 | ||||||||||
| Maximum [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Vesting period | 30 days | ||||||||||
| Minimum [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Vesting period | 20 days | ||||||||||
| Non-Employee Stock [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Cash payment in plan modification | $ 9,800,000 | ||||||||||
| Tranche One [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Share price | $ 12.50 | ||||||||||
| Earnout Shares [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Vesting period | 5 years | ||||||||||
| Unrecognized compensation expense | $ 21,200,000 | ||||||||||
| Unrecognized stock-based compensation recognition period | 2 years | ||||||||||
| Earnout Shares [Member] | Maximum [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Vesting period | 30 days | ||||||||||
| Earnout Shares [Member] | Minimum [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Vesting period | 20 days | ||||||||||
| Common Stock [Member] | Earnout Shares [Member] | Tranche One [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Share price | $ 12.50 | $ 12.50 | |||||||||
| Common Stock [Member] | Earnout Shares [Member] | Tranche Two [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Share price | 15.00 | 15.00 | |||||||||
| Common Stock [Member] | Earnout Shares [Member] | Tranche Three [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Share price | 17.50 | 17.50 | |||||||||
| Common Stock [Member] | Earnout Shares [Member] | Tranche Four [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Share price | $ 20.00 | $ 20.00 | |||||||||
| Restricted Stock Units (RSUs) [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Total common stock reserved for future issuances | 134,436,442 | ||||||||||
| Options, grants in period, weighted average grant date fair value | $ 3.19 | $ 13.53 | $ 2.68 | ||||||||
| Share-based payment award, Terms | RSAs granted under the 2014 Plan are subject to a service-based vesting condition and generally vest in equal monthly installments over four years. RSUs granted under the 2014 Plan are subject to two vesting conditions: (i) a service-based vesting condition that is generally met over four years with 25% of the shares vesting on the first anniversary of the grant date with monthly vesting thereafter, and (ii) a performance-based vesting condition that is met through a liquidity event in the form of either a change of control or an initial public offering (“the performance condition”). RSUs granted under the 2021 Plan are subject to a service-based vesting condition only that is generally met over four years with 25% of the shares vesting on the first anniversary of the grant date with monthly vesting thereafter. | ||||||||||
| Stock-based compensation | $ 0 | $ 1,678,400,000 | |||||||||
| Share-based payment award, Plan modification terms | As a result of the SRNG Business Combination, on November 17, 2021 (“Modification Date”) the Board of Directors modified the vesting terms of RSUs granted under the 2014 Plan to allow 10% of the RSUs that met the service condition as of the closing of the SRNG Business Combination (the “10% RSUs”) to vest with respect to the performance condition, effective as of November 19, 2021, the date on which the Form S-8 registration statement covering such shares became effective. In addition, on November 17, 2021 the Board of Directors modified the vesting terms of the remaining RSUs granted under the 2014 Plan such that they will vest in full with respect to the performance condition on or before March 15, 2022 (the original service-based vesting condition is still applicable). As a result of these modifications, the performance condition for all RSUs granted under the 2014 Plan became probable of being met during the fourth quarter of 2021. | ||||||||||
| Incremental compensation expense | $ 1,492,200,000 | ||||||||||
| Cash payment in plan modification | $ 3,200,000 | $ 76,500,000 | |||||||||
| Share-based payment award vesting rights, Description | RSUs granted to non-employee directors by adding a cash settlement feature to the awards which allowed the non-employee directors to elect to settle in cash up to 50% of their RSUs that were vested with respect to the service condition on or prior to December 31, 2021 (the “50% RSUs”). The director RSUs were subject to the same performance condition as all other RSUs granted under the 2014 Plan. In the fourth quarter of 2021, all directors elected to cash settle the 50% RSUs. As a result, the 50% RSUs are classified as liability awards and the liability is measured at fair value at the reporting date. | ||||||||||
| No of awards granted | 111,541,317 | ||||||||||
| Fair value of vested stock options | $ 1,783,800,000 | $ 1,149,500,000 | |||||||||
| Number of share, Vested | 136,182,791 | 0 | |||||||||
| Unrecognized compensation expense | $ 462,200,000 | ||||||||||
| Unrecognized stock-based compensation recognition period | 3 years 2 months 12 days | ||||||||||
| Restricted Stock Units (RSUs) [Member] | Accrued Expenses and Other Current Liabilities [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Fair value of liability | $ 26,600,000 | ||||||||||
| RSA [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| No of awards granted | 0 | 0 | 0 | ||||||||
| Fair value of vested stock options | $ 400,000 | $ 500,000 | $ 500,000 | ||||||||
| Number of share, Vested | 178,531 | ||||||||||
| Unrecognized compensation expense | $ 100,000 | ||||||||||
| Unrecognized stock-based compensation recognition period | 2 months 12 days | ||||||||||
| Employee Stock Option [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Total common stock reserved for future issuances | 12,906,001 | ||||||||||
| Unrecognized compensation expense | $ 1,200,000 | ||||||||||
| Unrecognized stock-based compensation recognition period | 1 year 4 months 24 days | ||||||||||
| Stock options [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Number of shares, Granted | 0 | 0 | |||||||||
| Earnout RSUs [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Stock-based compensation | $ 193,300,000 | ||||||||||
| Incremental compensation expense | $ 173,500,000 | ||||||||||
| Fair value of vested stock options | $ 52,000.0 | ||||||||||
| Number of share, Vested | 3,899,088 | ||||||||||
| 2021 Incentive Award Plan [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Shares issued in period | 200,440,957 | ||||||||||
| Total common stock reserved for future issuances | 185,532,349 | ||||||||||
| Share-based payment award, percentage of outstanding stock | 4.00% | ||||||||||
| Number of shares to be issued pursuant to awards granted | 200,000,000 | 200,000,000 | |||||||||
| 2021 Employee Stock Purchase Plan [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Total common stock reserved for future issuances | 20,000,000 | ||||||||||
| Share-based payment award, percentage of outstanding stock | 1.00% | ||||||||||
| Number of shares authorised | 20,000,000 | 20,000,000 | |||||||||
| Percentage of non-participation of combined voting power or value of all classes of stock | 5.00% | ||||||||||
| Number of shares to be issued pursuant to awards granted | 100,000,000 | 100,000,000 | |||||||||
| 2022 Inducement Plan Member | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Total common stock reserved for future issuances | 7,161,125 | ||||||||||
| 2022 Inducement Plan Member | Common Stock [Member] | |||||||||||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
| Total common stock reserved for future issuances | 25,000,000.0 | ||||||||||
| |||||||||||
Stock-Based Compensation - Summary of Stock-based Compensation (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
| Stock-based compensation expense | $ 1,930,641 | $ 1,682,565 | $ 476 |
| Research and Development Expense [Member] | |||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
| Stock-based compensation expense | 731,996 | 926,730 | 79 |
| General and Administrative [Member] | |||
| Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
| Stock-based compensation expense | $ 1,198,645 | $ 755,835 | $ 397 |
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands |
12 Months Ended | |||
|---|---|---|---|---|
|
Dec. 31, 2022
USD ($)
$ / shares
shares
| ||||
| Share-Based Payment Arrangement [Abstract] | ||||
| Number of shares , Beginning balance | shares | 22,454,663 | |||
| Number of shares, Granted | shares | 922,227 | |||
| Number of shares, Exercised | shares | (12,876,227) | |||
| Number of shares, Ending balance | shares | 10,500,663 | |||
| Number of shares, Exercisable | shares | 9,543,914 | |||
| Weighted average exercise price per share, Beginning balance | $ / shares | $ 0.05 | |||
| Weighted average exercise price per share, Granted | $ / shares | 2.87 | |||
| Weighted-average exercise price per share, Exercised | $ / shares | 0.02 | |||
| Weighted average exercise price per share, Ending balance | $ / shares | 0.34 | |||
| Weighted-average exercise price per share, Exercisable | $ / shares | $ 0.06 | |||
| Weighted-average remaining contractual term, Outstanding | 2 years 21 days | |||
| Weighted-average remaining contractual term, Exercisable | 1 year 3 months 21 days | |||
| Aggregate intrinsic value, Outstanding | $ | $ 15,902 | [1] | ||
| Aggregate intrinsic value, Exercisable | $ | $ 15,902 | [1] | ||
| ||||
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - USD ($) $ in Thousands |
12 Months Ended | |
|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Share-Based Payment Arrangement [Abstract] | ||
| Risk-free interest rate | 3.13% | 0.11% |
| Expected dividend yield | $ 0 | $ 0 |
| Expected volatility | 76.90% | 88.60% |
| Expected term | 5 years 7 months 6 days | 11 months 15 days |
Stock-Based Compensation - Summary of RSU and RSA Activity (Details) - $ / shares |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Restricted Stock Units (RSUs) [Member] | |||
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
| Number of shares, Nonvested at beginning of period (in shares) | 168,321,952 | ||
| Number of share, Granted | 111,541,317 | ||
| Number of share, Vested | (136,182,791) | 0 | |
| Number of share, Forfeited | (9,244,036) | ||
| Number of shares, Nonvested at end of period (in shares) | 134,436,442 | 168,321,952 | |
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
| Weighted average grant date fair value, Nonvested at beginning of period | $ 13.58 | ||
| Weighted average grant date fair value, Granted | 3.19 | ||
| Weighted average grant date fair value, Vested | 13.10 | ||
| Weighted average grant date fair value, Forfeited | 7.79 | ||
| Weighted average grant date fair value, Nonvested at end of period | $ 5.84 | $ 13.58 | |
| RSA [Member] | |||
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
| Number of shares, Nonvested at beginning of period (in shares) | 182,622 | ||
| Number of share, Granted | 0 | 0 | 0 |
| Number of share, Vested | (178,531) | ||
| Number of shares, Nonvested at end of period (in shares) | 4,091 | 182,622 | |
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
| Weighted average grant date fair value, Nonvested at beginning of period | $ 1.99 | ||
| Weighted average grant date fair value, Vested | 1.99 | ||
| Weighted average grant date fair value, Nonvested at end of period | $ 1.99 | $ 1.99 | |
Stock-Based Compensation - Schedule of Assumptions Used to Estimate Fair Value, Earnout RSUs (Details) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
| Risk-free interest rate | 3.13% | 0.11% |
| Expected volatility | 76.90% | 88.60% |
| Expected term | 5 years 7 months 6 days | 11 months 15 days |
| Expected dividend yield | 0.00% | |
| Earnout RSUs [Member] | ||
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
| Expected dividend yield | 0.00% | |
| Earnout RSUs [Member] | Minimum [Member] | ||
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
| Risk-free interest rate | 0.84% | |
| Expected volatility | 53.10% | |
| Expected term | 4 years 9 months 29 days | |
| Earnout RSUs [Member] | Maximum [Member] | ||
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
| Risk-free interest rate | 1.21% | |
| Expected volatility | 81.00% | |
| Expected term | 5 years | |
Stock-Based Compensation - Summary of Activity For Earnout RSA (Details) - Earnout RSUs [Member] |
12 Months Ended |
|---|---|
|
Dec. 31, 2022
$ / shares
shares
| |
| Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
| Number of shares, Nonvested at beginning of period (in shares) | shares | 27,863,125 |
| Number of share, Vested | shares | (3,899,088) |
| Number of share, Forfeited | shares | (444,075) |
| Number of shares, Nonvested at end of period (in shares) | shares | 23,519,962 |
| Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
| Weighted average grant date fair value, Nonvested at beginning of period | $ / shares | $ 12.87 |
| Weighted average grant date fair value, Vested | $ / shares | 13.33 |
| Weighted average grant date fair value, Forfeited | $ / shares | 12.92 |
| Weighted average grant date fair value, Nonvested at end of period | $ / shares | $ 12.79 |
Revenue Recognition - Disaggregation of Revenue (Details) |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Disaggregation Of Revenue [Line Items] | |||
| Total Foundry revenue | 100.00% | 100.00% | 100.00% |
| Food And Nutrition | |||
| Disaggregation Of Revenue [Line Items] | |||
| Total Foundry revenue | 9.00% | 25.00% | 35.00% |
| Industrial And Environment | |||
| Disaggregation Of Revenue [Line Items] | |||
| Total Foundry revenue | 12.00% | 16.00% | 29.00% |
| Agriculture | |||
| Disaggregation Of Revenue [Line Items] | |||
| Total Foundry revenue | 8.00% | 8.00% | 13.00% |
| Customer And Technology | |||
| Disaggregation Of Revenue [Line Items] | |||
| Total Foundry revenue | 45.00% | 36.00% | 12.00% |
| Pharma and Biotech | |||
| Disaggregation Of Revenue [Line Items] | |||
| Total Foundry revenue | 22.00% | 8.00% | 2.00% |
| Government and Defense | |||
| Disaggregation Of Revenue [Line Items] | |||
| Total Foundry revenue | 4.00% | 7.00% | 9.00% |
Revenue Recognition - Additional Information (Details) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Disaggregation of Revenue [Line Items] | |||
| Contract asset | $ 0 | $ 0 | |
| Contract with Customer, Liability, Revenue Recognized | 45,600,000 | 28,800,000 | |
| Deferred Revenue | 141,497,000 | 160,821,000 | |
| Cumulative catch-up adjustment to revenue | $ 10,000,000.0 | 6,400,000 | |
| Contract Liabilities | $ 189,200,000 | $ 128,500,000 | |
| UNITED STATES | Customer Concentration Risk [Member] | |||
| Disaggregation of Revenue [Line Items] | |||
| Total revenue | 88.00% | 86.00% | 88.00% |
Revenue Recognition - Additional Information 1 (Details) - USD ($) $ in Millions |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
| Revenue, Remaining Performance Obligation, Amount | $ 123.5 | $ 21.1 |
| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
| Revenue remaining performance obligation expected timing of satisfaction year | 2023 | |
| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
| Revenue remaining performance obligation expected timing of satisfaction year | 2025 |
Segment Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands |
12 Months Ended | ||||
|---|---|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|||
| Segment research and development expense: | |||||
| Research and development | $ 1,052,643 | $ 1,149,662 | $ 159,767 | ||
| Operating expenses not allocated to segments: | |||||
| Stock-based compensation | 1,930,641 | 1,606,020 | 476 | ||
| Depreciation and amortization | 42,552 | 29,076 | 13,864 | ||
| Loss from operations | (2,208,952) | (1,828,467) | (137,027) | ||
| CODM [Member} | |||||
| Revenue: | |||||
| Revenue | 477,706 | 313,837 | 76,657 | ||
| Segment research and development expense: | |||||
| Research and development | 275,293 | 191,669 | 146,974 | ||
| Segment general and administrative expense: | |||||
| Selling, General and Administrative Expense | 224,939 | 105,446 | 37,511 | ||
| Segment operating income (loss): | |||||
| Total segment operating loss | (226,742) | (112,968) | (123,439) | ||
| Operating expenses not allocated to segments: | |||||
| Stock-based compensation | [1] | 1,940,920 | 1,687,607 | 476 | |
| Depreciation and amortization | 42,552 | 28,185 | 13,112 | ||
| Change in fair value of contingent consideration liability | (1,262) | (293) | |||
| Biosecurity | CODM [Member} | |||||
| Revenue: | |||||
| Revenue | 334,040 | 200,848 | 17,436 | ||
| Segment cost of revenue: | |||||
| Cost of revenue | 204,216 | 129,690 | 15,611 | ||
| Segment research and development expense: | |||||
| Research and development | 1,937 | 31,035 | 62,219 | ||
| Segment general and administrative expense: | |||||
| Selling, General and Administrative Expense | 56,353 | 31,039 | 4,813 | ||
| Segment operating income (loss): | |||||
| Total segment operating loss | 71,534 | 9,084 | (65,207) | ||
| Foundry Revenue [Member] | CODM [Member} | |||||
| Revenue: | |||||
| Revenue | 143,666 | 112,989 | 59,221 | ||
| Segment research and development expense: | |||||
| Research and development | 273,356 | 160,634 | 84,755 | ||
| Segment general and administrative expense: | |||||
| Selling, General and Administrative Expense | 168,586 | 74,407 | 32,698 | ||
| Segment operating income (loss): | |||||
| Total segment operating loss | (298,276) | (122,052) | (58,232) | ||
| Operating expenses not allocated to segments: | |||||
| Loss from operations | $ (2,208,952) | $ (1,828,467) | $ (137,027) | ||
| |||||
Segment Information - Schedule of Segment Reporting Information, by Segment (Parenthetical) (Details) - USD ($) $ in Millions |
12 Months Ended | |
|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Segment Reporting [Abstract] | ||
| Employer payroll taxes | $ 10.3 | $ 5.0 |
Significant Collaboration Transactions - Additional Information (Details) |
1 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Apr. 30, 2022
shares
|
Jun. 01, 2019
USD ($)
$ / shares
shares
|
Apr. 30, 2022
USD ($)
shares
|
Nov. 15, 2021
USD ($)
|
Mar. 31, 2021
USD ($)
shares
|
Dec. 31, 2019
USD ($)
shares
|
Jun. 30, 2019
$ / shares
shares
|
Sep. 30, 2017
USD ($)
|
Dec. 31, 2017
USD ($)
|
Dec. 31, 2022
USD ($)
Obligations
shares
|
Dec. 31, 2021
USD ($)
Obligations
shares
|
Dec. 31, 2020
USD ($)
shares
|
Dec. 31, 2019
USD ($)
shares
|
Dec. 31, 2018
USD ($)
Obligations
shares
|
Jul. 31, 2019
USD ($)
|
Dec. 01, 2018
USD ($)
|
Sep. 30, 2018
USD ($)
|
|||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Consideration | $ 19,912,000 | $ 8,760,000 | $ 0 | ||||||||||||||||
| Number of additional common units received | shares | 7,245,000 | ||||||||||||||||||
| (Loss) gain on equity method investments: | $ (43,761,000) | $ (77,284,000) | (396,000) | ||||||||||||||||
| Number Of Allocated Performance Obligations | Obligations | 10 | ||||||||||||||||||
| Revenue remaining performance obligation amount | 123,500,000 | $ 21,100,000 | |||||||||||||||||
| Deferred Revenue | 141,497,000 | 160,821,000 | |||||||||||||||||
| Equity Method Investments | [1] | 1,543,000 | 13,194,000 | ||||||||||||||||
| Deferred Revenue, Balance | 141,497,000 | 160,821,000 | |||||||||||||||||
| Promissory Note, Principal Balance | 4,800,000 | ||||||||||||||||||
| Amyris Inc | Amyris Collaboration Agreement | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Due from Related Parties | $ 800,000 | ||||||||||||||||||
| Promissory Note | Amyris Inc | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Upfront payment received | $ 22,800,000 | ||||||||||||||||||
| Debt instrument, face amount | $ 12,000,000.0 | ||||||||||||||||||
| Maturity date | Oct. 19, 2022 | ||||||||||||||||||
| Debt Instrument, Periodic Payment | $ 9,800,000 | ||||||||||||||||||
| Promissory Note | Amyris Inc | Amyris Collaboration Agreement | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Due to Related Parties | 12,000,000.0 | ||||||||||||||||||
| Promissory Note | Minimum [Member] | Amyris Inc | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Debt Instrument, Periodic Payment | 200,000 | ||||||||||||||||||
| Promissory Note | Maximum [Member] | Amyris Inc | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Debt Instrument, Periodic Payment | $ 300,000 | ||||||||||||||||||
| Partnership Agreement [Member] | Promissory Note | Amyris Inc | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Debt Instrument, Term Payment | 9,800,000 | ||||||||||||||||||
| Promissory Note, Principal Balance | $ 12,000,000.0 | ||||||||||||||||||
| Arcaea LLC [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Common units | shares | 731,250 | ||||||||||||||||||
| Carrying value of the equity method investment | $ 11,900,000 | ||||||||||||||||||
| (Loss) gain on equity method investments: | 11,900,000 | ||||||||||||||||||
| carrying value outstanding | 0 | ||||||||||||||||||
| Allocated Upfront Non Cash Consideration | $ 1,200,000 | ||||||||||||||||||
| Additional Non Cash Consideration | 35,500,000 | ||||||||||||||||||
| Revenue remaining performance obligation amount | 3,600,000 | ||||||||||||||||||
| Deferred Revenue | 38,300,000 | 47,400,000 | |||||||||||||||||
| Deferred Revenue, Revenue Recognized | 13,500,000 | 3,700,000 | |||||||||||||||||
| Deferred Revenue, Balance | 38,300,000 | $ 47,400,000 | |||||||||||||||||
| BiomEdit LLC [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Consideration | $ 32,500,000 | ||||||||||||||||||
| Common units | shares | 3,900,000 | 3,900,000 | |||||||||||||||||
| Shares forfeited | shares | 731,250 | ||||||||||||||||||
| Carrying value of the equity method investment | 8,900,000 | ||||||||||||||||||
| Allocated Upfront Non Cash Consideration | 2,200,000 | ||||||||||||||||||
| Deferred Revenue | 8,100,000 | ||||||||||||||||||
| Deferred Revenue, Revenue Recognized | 1,000,000.0 | ||||||||||||||||||
| Deferred Revenue, Balance | 8,100,000 | ||||||||||||||||||
| Arcaea [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Consideration | $ 35,500,000 | ||||||||||||||||||
| Additional preferred units issued | shares | 5,229,900 | ||||||||||||||||||
| Number of common units received | shares | 1,755,000 | ||||||||||||||||||
| Arcaea [Member] | License | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Common units | shares | 9,000,000 | ||||||||||||||||||
| Allonnia [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Consideration | $ 18,500,000 | ||||||||||||||||||
| Number of common units received | shares | 3,600,000 | ||||||||||||||||||
| Number of additional common units received | shares | 1,867,411 | ||||||||||||||||||
| Carrying value of the equity method investment | $ 0 | $ 24,500,000 | |||||||||||||||||
| (Loss) gain on equity method investments: | (12,700,000) | $ (24,500,000) | |||||||||||||||||
| Allocated Upfront Non Cash Consideration | $ 2,500,000 | ||||||||||||||||||
| Additional Non Cash Consideration | 12,700,000 | ||||||||||||||||||
| Number Of Allocated Performance Obligations | Obligations | 10 | ||||||||||||||||||
| Deferred Revenue | $ 35,900,000 | 38,000,000.0 | |||||||||||||||||
| Deferred Revenue, Revenue Recognized | 4,300,000 | 5,100,000 | $ 5,000,000.0 | ||||||||||||||||
| Fixed non-cash consideration | 2,500,000 | ||||||||||||||||||
| Deferred Revenue, Balance | 35,900,000 | 38,000,000.0 | |||||||||||||||||
| Series A Preferred Stock | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Share Sold | shares | 1,755,000 | ||||||||||||||||||
| Consideration | $ 19,500,000 | $ 57,100,000 | |||||||||||||||||
| Additional preferred units issued | shares | 7,245,000 | 5,400,000 | |||||||||||||||||
| Number of additional common units received | shares | 1,867,411 | ||||||||||||||||||
| Series A Preferred Stock | BiomEdit LLC [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Share Sold | shares | 6,662,500 | ||||||||||||||||||
| Additional preferred units issued | shares | 1,537,500 | ||||||||||||||||||
| Carrying value of the equity method investment | 400,000 | ||||||||||||||||||
| (Loss) gain on equity method investments: | 8,500,000 | ||||||||||||||||||
| Series A Preferred Stock | Arcaea [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Business Combination, Issue | shares | 5,139,900 | ||||||||||||||||||
| Number of additional common units received | shares | 5,229,900 | ||||||||||||||||||
| Series A Preferred Stock | Allonnia [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Share Sold | shares | 1,664,911 | 2,970,000 | |||||||||||||||||
| Consideration | $ 33,000,000.0 | $ 200,000 | |||||||||||||||||
| Additional preferred units issued | shares | 630,000 | ||||||||||||||||||
| Business Combination, Issue | shares | 22,500 | ||||||||||||||||||
| Share issued In Exchange For The Rights To Certain Intellectual Property | shares | 180,000 | ||||||||||||||||||
| Additional preferred units issued | shares | 5,400,000 | 1,844,911 | 5,400,000 | ||||||||||||||||
| Motif FoodWorks, Inc. | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Additional loss recognized | 0 | $ 0 | $ 0 | ||||||||||||||||
| Equity method investments fair value | $ 65,100,000 | ||||||||||||||||||
| Motif FoodWorks, Inc. | Variable Interest Entity, Not Primary Beneficiary | Technical Development Agreement [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Deferred Revenue | 52,000,000.0 | 52,200,000 | |||||||||||||||||
| Deferred Revenue, Revenue Recognized | 1,900,000 | 20,200,000 | 20,800,000 | ||||||||||||||||
| Investment owned, balance, shares | shares | 9,000,900 | ||||||||||||||||||
| Equity Method Investments | $ 65,100,000 | ||||||||||||||||||
| Impairment losses on equity method investments | $ 65,100,000 | ||||||||||||||||||
| Equity method investments fair value | 0 | ||||||||||||||||||
| Deferred Revenue, Balance | 52,000,000.0 | 52,200,000 | |||||||||||||||||
| Motif FoodWorks, Inc. | Variable Interest Entity, Not Primary Beneficiary | Technical Development Agreement [Member] | Material Rights Tranche One [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Number Of Allocated Performance Obligations | Obligations | 10 | ||||||||||||||||||
| Revenue remaining performance obligation amount | $ 6,500,000 | ||||||||||||||||||
| Motif FoodWorks, Inc. | Series A Preferred Stock | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Share Sold | shares | 8,100,720 | ||||||||||||||||||
| Consideration | $ 90,000,000.0 | ||||||||||||||||||
| Genomatica [Member] | Variable Interest Entity, Not Primary Beneficiary | Two Thousand And Eighteen Technical Development Agreement [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Revenue remaining performance obligation amount | $ 40,000,000.0 | ||||||||||||||||||
| Investment owned, at cost | $ 40,000,000.0 | ||||||||||||||||||
| Genomatica [Member] | Variable Interest Entity, Not Primary Beneficiary | Foundry Terms Of Service Agreement [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Deferred Revenue | 6,300,000 | 17,100,000 | |||||||||||||||||
| Deferred Revenue, Revenue Recognized | 10,900,000 | 12,900,000 | 9,400,000 | ||||||||||||||||
| Upfront amount received | 8,300,000 | 6,900,000 | |||||||||||||||||
| Deferred Revenue, Balance | 6,300,000 | 17,100,000 | |||||||||||||||||
| Genomatica [Member] | Variable Interest Entity, Not Primary Beneficiary | Foundry Terms Of Service Agreement [Member] | Preferred Stock [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Equity securities without readily determinable fair value | 44,900,000 | 55,000,000.0 | |||||||||||||||||
| Cooksonia | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Equity method investment, underlying equity in net assets | $ 8,100,000 | ||||||||||||||||||
| Cooksonia | Parent | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Equity Method Investments | 13,100,000 | ||||||||||||||||||
| Payment to acquire equity method investments | 5,000,000.0 | ||||||||||||||||||
| Cooksonia | Noncontrolling Interest [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Equity Method Investments | 29,700,000 | ||||||||||||||||||
| Equity method investment, underlying equity in net assets | 8,100,000 | ||||||||||||||||||
| Cooksonia | Capital Unit, Class A [Member] | Variable Interest Entity, Primary Beneficiary [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Payment to acquire equity method investments | $ 5,000,000.0 | ||||||||||||||||||
| Variable interest entity ownership percentage | 70.00% | ||||||||||||||||||
| Cooksonia | Capital Unit, Class B [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Payment to acquire equity method investments | 5,000,000.0 | ||||||||||||||||||
| Cooksonia | Capital Unit, Class B [Member] | Related Party Investor [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Payment to acquire equity method investments | $ 20,000,000.0 | ||||||||||||||||||
| Synlogic Inc | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Revenue remaining performance obligation amount | $ 30,000,000.0 | ||||||||||||||||||
| Deferred Revenue, Revenue Recognized | 100,000 | 100,000 | |||||||||||||||||
| Equity method investments fair value | $ 35,800,000 | ||||||||||||||||||
| Equity Method Investment Difference Between Aggregated Cost And Underlying Equity | 29,800,000 | ||||||||||||||||||
| Equity method investment | 80,000,000.0 | ||||||||||||||||||
| Synlogic Inc | Warrant Agreement [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Number of ordinary share called by each warrant | shares | 2,548,117 | ||||||||||||||||||
| Exercise price of warrants or rights | $ / shares | $ 9.00 | ||||||||||||||||||
| Synlogic Inc | Foundry Services Agreement [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Exercise price of warrants or rights | $ / shares | $ 8.99 | ||||||||||||||||||
| Cash | $ 30,000,000.0 | ||||||||||||||||||
| Payments for repurchase of warrants | $ 22,900,000 | ||||||||||||||||||
| Warrant Exercisable Interest Rate | 19.99% | ||||||||||||||||||
| Synlogic Inc | Maximum [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Deferred Revenue | $ 200,000 | $ 200,000 | |||||||||||||||||
| Deferred Revenue, Balance | 200,000 | 200,000 | |||||||||||||||||
| Synlogic Inc | Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Equity Method Investments | $ 14,400,000 | ||||||||||||||||||
| Synlogic Inc | Common Stock [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Equity metohd investment ownership percentage | 19.90% | ||||||||||||||||||
| Stock issued during period shares | shares | 6,340,771 | ||||||||||||||||||
| Shares issued price per share | $ / shares | $ 9.00 | ||||||||||||||||||
| Issuance of Series E convertible preferred stock, net of issuance costs of $4,830 | $ 57,100,000 | ||||||||||||||||||
| Joyn Bio, LLC [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Deferred Revenue | 0 | 4,600,000 | |||||||||||||||||
| Deferred Revenue, Revenue Recognized | 2,900,000 | 5,300,000 | $ 7,300,000 | ||||||||||||||||
| Equity Method Investments | $ 97,900,000 | ||||||||||||||||||
| Equity metohd investment ownership percentage | 50.00% | ||||||||||||||||||
| Deferred Revenue, Balance | $ 0 | $ 4,600,000 | |||||||||||||||||
| Joyn Bio, LLC [Member] | Foundry Services Agreement [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Upfront amount received | $ 15,000,000.0 | 20,000,000.0 | $ 15,000,000.0 | ||||||||||||||||
| Joyn Bio, LLC [Member] | Capital Units Class C [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Payment to acquire equity method investments | $ 20,000,000.0 | ||||||||||||||||||
| Joyn Bio, LLC [Member] | Capital Units Class C [Member] | Bayer [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Payment to acquire equity method investments | $ 20,000.0 | ||||||||||||||||||
| Equity metohd investment ownership percentage | 50.00% | ||||||||||||||||||
| Commitment to contribute additional capital | $ 60,000,000.0 | ||||||||||||||||||
| Joyn Bio, LLC [Member] | Cooksonia | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Equity metohd investment ownership percentage | 50.00% | ||||||||||||||||||
| Joyn Bio, LLC [Member] | Cooksonia | Capital Unit, Class B [Member] | Related Party Investor [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Equity metohd investment ownership percentage | 20.00% | ||||||||||||||||||
| Joyn Bio, LLC [Member] | Cooksonia | Capital Units Class C [Member] | |||||||||||||||||||
| Business Acquisition [Line Items] | |||||||||||||||||||
| Equity metohd investment ownership percentage | 50.00% | ||||||||||||||||||
| |||||||||||||||||||
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Retirement Benefits [Abstract] | |||
| Contribution by company, percent | 5.00% | ||
| Contribution by company, amount | $ 6.1 | $ 3.7 | $ 2.2 |
Income Taxes - Summary of Loss Before Provision for Incomes Taxes (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
| Domestic | $ (2,118,095) | $ (1,837,497) | $ (124,834) |
| Foreign | (3,304) | (625) | 0 |
| Total | $ (2,121,399) | $ (1,838,122) | $ (124,834) |
Income Taxes - Summary of Income Taxes Expenses Incurred During the Period (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Current: | |||
| State | $ 271 | $ 1 | $ 26 |
| Foreign | 159 | 0 | 0 |
| Total current | 430 | 1 | 26 |
| Deferred: | |||
| Federal | (10,500) | (413) | 581 |
| State | (3,943) | (912) | 1,282 |
| Foreign | (1,014) | (156) | 0 |
| Total deferred | (15,457) | (1,481) | 1,863 |
| Income tax (benefit) expense | $ (15,027) | $ (1,480) | $ 1,889 |
Income Taxes - Summary of Reconciliation of the Statutory Corporate Income Tax Rate to the Effective Tax Rate (Details) |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
| Federal income tax at statutory rate | 21.00% | 21.00% | 21.00% |
| State income tax | 0.00% | 4.50% | 4.50% |
| Change in valuation allowance | 0.80% | (23.90%) | (31.30%) |
| Stock-based compensation | (16.70%) | (0.20%) | 0.00% |
| Executive compensation | (5.30%) | (2.00%) | 0.00% |
| Tax credits | 0.60% | 0.90% | 4.80% |
| Other | 0.30% | 0.20% | 0.50% |
| Effective tax rate | 0.70% | 0.10% | (1.50%) |
Income Taxes - Summary of Deferred Taxes Assets and Liabilities (Details) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|---|---|---|---|
| Deferred tax assets: | |||
| Net operating loss carryforwards | $ 434,020 | $ 174,127 | |
| Tax credit carryforwards | 74,336 | 37,455 | |
| Capitalized research and development costs | 162,601 | 0 | |
| Accrued expenses | 1,330 | 2,690 | |
| Deferred revenue | 46,798 | 45,928 | |
| Stock-based compensation | 124,126 | 318,049 | |
| Amortizable intangibles | 6,010 | 3,834 | |
| Lease liabilities | 113,665 | 0 | |
| Tenant allowance | 0 | 2,927 | |
| Other | 863 | 0 | |
| Deferred tax assets before valuation allowance | 963,749 | 585,010 | |
| Valuation allowance | (833,086) | (583,107) | $ (143,827) |
| Deferred tax assets, net of valuation allowance | 130,663 | 1,903 | |
| Deferred tax liabilities: | |||
| Amortizable intangibles | (23,583) | (4,722) | |
| Property, plant, and equipment | (13,405) | (830) | |
| Lease right-of-use assets | (103,357) | 0 | |
| Basis differences | 0 | (1,522) | |
| Deferred tax liabilities | (140,345) | (7,074) | |
| Net deferred taxes | $ (9,682) | $ (5,171) |
Income Taxes - Summary of Deferred Tax Assets Valuation Allowance (Details) - USD ($) $ in Thousands |
12 Months Ended | |
|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Valuation Allowance [Abstract] | ||
| Beginning of Period | $ 583,107 | $ 143,827 |
| Additions | 249,979 | 439,280 |
| End of Period | $ 833,086 | $ 583,107 |
Income Taxes - Additional Information (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Income Tax Disclosure [Line Items] | ||
| Valuation allowance, Deferred tax asset, Increase, Amount | $ 249,979,000 | $ 439,280,000 |
| Percenetage of stockholders determining cumulative change in ownership | 5.00% | |
| Percentage points used in determining cumulative change in ownership | 50.00% | |
| Uncertain tax positions | $ 0 | 0 |
| Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | $ 0 |
| Domestic Tax Authority [Member] | ||
| Income Tax Disclosure [Line Items] | ||
| Operating loss carryforwards | $ 1,838,000,000.0 | |
| Operating loss expiration year | 2029 | |
| Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | ||
| Income Tax Disclosure [Line Items] | ||
| Operating loss expiration year | 2029 | |
| Tax credit carryforward, Amount | $ 30,300,000 | |
| Domestic Tax Authority [Member] | Begin To Expire In 2029 [Member] | ||
| Income Tax Disclosure [Line Items] | ||
| Operating loss carryforwards | 139,200,000 | |
| Domestic Tax Authority [Member] | Carried Forward Indefinitely [Member] | ||
| Income Tax Disclosure [Line Items] | ||
| Operating loss carryforwards | 1,698,800,000 | |
| State and Local Jurisdiction [Member] | ||
| Income Tax Disclosure [Line Items] | ||
| Operating loss carryforwards | $ 734,100,000 | |
| Operating loss expiration year | 2030 | |
| State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||
| Income Tax Disclosure [Line Items] | ||
| Operating loss expiration year | 2030 | |
| Tax credit carryforward, Amount | $ 55,700,000 | |
| State and Local Jurisdiction [Member] | Carried Forward Indefinitely [Member] | ||
| Income Tax Disclosure [Line Items] | ||
| Operating loss carryforwards | 72,200,000 | |
| State and Local Jurisdiction [Member] | Begin To Expire In 2030 [Member] | ||
| Income Tax Disclosure [Line Items] | ||
| Operating loss carryforwards | 661,900,000 | |
| Foreign Tax Authority [Member] | ||
| Income Tax Disclosure [Line Items] | ||
| Operating loss carryforwards | $ 1,400,000 | |
| Operating loss expiration year | 2030 | |
| Foreign Tax Authority [Member] | Carried Forward Indefinitely [Member] | ||
| Income Tax Disclosure [Line Items] | ||
| Operating loss carryforwards | $ 900,000 | |
| Foreign Tax Authority [Member] | Begin To Expire In 2030 [Member] | ||
| Income Tax Disclosure [Line Items] | ||
| Operating loss carryforwards | $ 500,000 | |
Net Loss per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Numerator: | |||
| Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders, basic | $ (2,104,929) | $ (1,830,047) | $ (126,609) |
| Change in fair value of warrant liabilities | 124,970 | 58,615 | 0 |
| Change in fair value of warrant liabilities | 0 | ||
| Change in fair value of contingent consideration common shares liability | 3,143 | ||
| Net loss attributable to Ginkgo Bioworks Holdings, Inc. stockholders, diluted | $ (2,108,072) | $ (1,888,662) | $ (126,609) |
| Denominator | |||
| Basic | 1,679,061,465 | 1,359,848,803 | 1,274,766,915 |
| Effect of dilutive securities: | |||
| Warrants | 524,540 | ||
| Contingent consideration common shares | 777,384 | ||
| Weighted average common shares outstanding, diluted | 1,679,838,849 | 1,360,373,343 | 1,274,766,915 |
| Basic net loss per share | $ (1.25) | $ (1.35) | $ (0.10) |
| Diluted net loss per share | $ (1.25) | $ (1.39) | $ (0.10) |
Net Loss per Share - Summary Of Anti-Dilutive Shares (Details) - shares |
12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|||||
| Class Of Stock [Line Items] | |||||||
| Shares excluded from the computation of diluted loss per share | 355,756,812 | 354,728,664 | 159,726,314 | ||||
| Warrants [Member] | Class A common stock [Member] | |||||||
| Class Of Stock [Line Items] | |||||||
| Shares excluded from the computation of diluted loss per share | 51,824,895 | 1,020,187 | |||||
| Stock Options [Member] | |||||||
| Class Of Stock [Line Items] | |||||||
| Shares excluded from the computation of diluted loss per share | 12,710,709 | 25,228,853 | 33,354,871 | ||||
| Restricted Stock Units (RSUs) [Member] | |||||||
| Class Of Stock [Line Items] | |||||||
| Shares excluded from the computation of diluted loss per share | 134,436,442 | 168,321,952 | 124,932,207 | ||||
| RSA [Member] | |||||||
| Class Of Stock [Line Items] | |||||||
| Shares excluded from the computation of diluted loss per share | 4,091 | 182,622 | 419,049 | ||||
| New Ginkgo Earn-out shares [Member] | Class A common stock [Member] | |||||||
| Class Of Stock [Line Items] | |||||||
| Shares excluded from the computation of diluted loss per share | 156,780,675 | [1] | 160,995,237 | [1] | |||
| |||||||
Related Parties - Summary of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Related Party Transaction [Line Items] | ||
| Accounts receivable | $ 1,558 | $ 4,598 |
| Deferred Revenue | 141,497 | 160,821 |
| Joyn [Member] | ||
| Related Party Transaction [Line Items] | ||
| Accounts receivable | 0 | 5 |
| Deferred Revenue | 0 | 4,608 |
| Motif [Member] | ||
| Related Party Transaction [Line Items] | ||
| Accounts receivable | 0 | 3,020 |
| Deferred Revenue | 52,018 | 52,171 |
| Genomatica [Member] | ||
| Related Party Transaction [Line Items] | ||
| Deferred Revenue | 6,250 | 17,111 |
| Allonnia [Member] | ||
| Related Party Transaction [Line Items] | ||
| Accounts receivable | 140 | 849 |
| Deferred Revenue | 35,876 | 38,016 |
| Arcaea [Member] | ||
| Related Party Transaction [Line Items] | ||
| Accounts receivable | 335 | 724 |
| Deferred Revenue | 38,334 | 47,356 |
| Ayana [Member] | ||
| Related Party Transaction [Line Items] | ||
| Accounts receivable | 403 | 0 |
| Verb [Member] | ||
| Related Party Transaction [Line Items] | ||
| Accounts receivable | 361 | 0 |
| BiomEdit [Member] | ||
| Related Party Transaction [Line Items] | ||
| Accounts receivable | 288 | 0 |
| Deferred Revenue | 8,144 | 0 |
| Other Equity Investees [Member] | ||
| Related Party Transaction [Line Items] | ||
| Accounts receivable | 31 | 0 |
| Deferred Revenue | $ 875 | $ 1,559 |
Related Parties - Summary of Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
|
| Related Party Transaction [Line Items] | |||
| Foundry Revenue | $ 38,813 | $ 47,161 | $ 42,535 |
| Joyn [Member] | |||
| Related Party Transaction [Line Items] | |||
| Foundry Revenue | 2,896 | 5,254 | 7,273 |
| Motif [Member] | |||
| Related Party Transaction [Line Items] | |||
| Foundry Revenue | 1,937 | 20,224 | 20,798 |
| Genomatica [Member] | |||
| Related Party Transaction [Line Items] | |||
| Foundry Revenue | 10,861 | 12,868 | 9,431 |
| Allonnia [Member] | |||
| Related Party Transaction [Line Items] | |||
| Foundry Revenue | 4,332 | 5,126 | 4,960 |
| Arcaea [Member] | |||
| Related Party Transaction [Line Items] | |||
| Foundry Revenue | 13,490 | 3,676 | 0 |
| Ayana [Member] | |||
| Related Party Transaction [Line Items] | |||
| Foundry Revenue | 1,266 | 0 | 0 |
| Verb [Member] | |||
| Related Party Transaction [Line Items] | |||
| Foundry Revenue | 2,359 | 0 | 0 |
| BiomEdit [Member] | |||
| Related Party Transaction [Line Items] | |||
| Foundry Revenue | 1,016 | 0 | 0 |
| Other equity investees [Member] | |||
| Related Party Transaction [Line Items] | |||
| Foundry Revenue | $ 656 | $ 13 | $ 73 |
Related Parties (Additional Information) (Details) - USD ($) $ in Thousands |
12 Months Ended | |||
|---|---|---|---|---|
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Apr. 30, 2022 |
|
| Related Party Transaction [Line Items] | ||||
| (Loss) gain on equity method investments: | $ (43,761) | $ (77,284) | $ (396) | |
| Joyn [Member] | ||||
| Related Party Transaction [Line Items] | ||||
| Working capital | $ 10,000 | |||
| Maturity date | Mar. 31, 2023 | |||
| Interest rate | 4.50% | |||
| Discount Rate | 20.00% | |||
| (Loss) gain on equity method investments: | $ 5,300 | |||
Subsequent Events (Additional Information) (Details) - Subsequent Event [Member] - Zymergen [Member] $ in Millions |
Mar. 10, 2023
USD ($)
|
|---|---|
| Subsequent Event [Line Items] | |
| Deposit accounts | $ 74 |
| Percentage for represent cash balance with Silicon Valley Bank ("SVB") | 6.00% |
| Lease Agreements [Member] | |
| Subsequent Event [Line Items] | |
| Collateral for letters of credit | $ 10 |