Investments and Equity Method Investments

9 Months Ended

Sep. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

Investments and Equity Method Investments

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, “Legacy 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 condensed consolidated statements of operations and comprehensive loss. The Company’s non-marketable equity securities consist of preferred stock of Genomatica and preferred and common stock of 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. The Company recorded a $33.0 million impairment loss related to its investment in Genomatica for the three and nine months ended September 30, 2023, and a $10.1 million impairment loss related to its investment in Genomatica for the nine months ended September 30, 2022. During the three and nine months ended September 30, 2023, the Company recorded a $1.6 million downward adjustment from an observable price change related to its investments in non-marketable equity securities. There were no adjustments from observable price changes during the three and nine months ended September 30, 2022. Impairment losses and adjustments from observable price changes are recorded in loss on investments in the condensed consolidated statements of operations and comprehensive loss.

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 Cell Engineering 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 services. 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 a qualified 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 3) and adjusts the carrying amount 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. During the nine months ended September 30, 2023, the Company recorded a $1.8 million impairment charge related to SAFEs, included as a component of loss on investments in the condensed consolidated statements of operations and comprehensive loss. There was no impairment recorded during the three or nine months ended September 30, 2022 and no adjustments from observable price changes during any of the periods presented.

Investments and equity method investments consisted of the following (in thousands):

	As of September 30,		As of December 31,
	2023		2022
Investments:
Genomatica, Inc. preferred stock	$	11,885	$	44,885
Synlogic, Inc. common stock	1,188		4,819
Synlogic, Inc. warrants	477		1,937
Marketable equity securities	18,960		20,895
Non-marketable equity securities	27,631		17,544
SAFEs	24,829		22,108
Total	$	84,970	$	112,188
Equity method investments (1):
BiomEdit, LLC	$	—	$	369
Other	1,120		1,174
Total	$	1,120	$	1,543

(1)Equity method investments in Platform Ventures with a carrying value of zero as of September 30, 2023 and December 31, 2022 were excluded from the table.

(Losses) gains on investments and equity method investments consisted of the following (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
(Loss) gain on investments:
Synlogic, Inc. common stock	$	(1,538)	$	(1,268)	$	(3,631)	$	(9,321)
Synlogic, Inc. warrants	(618)		(510)		(1,459)		(3,746)
Genomatica, Inc.	(33,000)		—		(33,000)		(10,115)
Marketable equity securities	460		215		(3,286)		(16,604)
Non-marketable equity securities	(1,628)		(195)		(1,628)		(195)
SAFEs	—		—		(1,811)		—
Total	$	(36,324)	$	(1,758)	$	(44,815)	$	(39,981)
Loss on equity method investments:
Joyn Bio, LLC	$	—	$	(5,226)	$	—	$	(15,637)
Verb Biotics, LLC	—		—		—		(15,900)
BiomEdit, LLC	—		(1,308)		(1,462)		(5,860)
Ayana, LLC	—		(15,989)		—		(15,989)
Other	—		(188)		(54)		(378)
Total	$	—	$	(22,711)	$	(1,516)	$	(53,764)