Acquisitions and Divestitures (Tables)

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the acquisition date fair value of the purchase price consideration transferred for Zymergen (in thousands):

Fair value of Class A common stock issued to Zymergen shareholders (1)	$	236,331
Fair value of replacement Ginkgo RSUs and Ginkgo Class A common stock issued under Zymergen RIFs attributable to pre-combination services (2)	1,571
Less: Cash severance and retention bonuses incurred for the benefit of the combined company (3)	(6,152)
Total Zymergen purchase price consideration	$	231,750

(1)As consideration for the Zymergen Acquisition, the Company delivered to Zymergen stockholders 99.4 million shares of its Class A common stock, of which approximately 96.9 million represents consideration transferred for the Zymergen Acquisition under ASC 805. The fair value of the Company’s Class A common stock issued as consideration transferred was determined based on $2.44 per share, which was the closing price of the Company’s Class A common stock on the Zymergen Closing Date. An immaterial amount related to the incremental value received by the holders of Zymergen stock options was excluded from total consideration transferred and recognized as post-combination compensation expense.

(2)Represents the fair value of the replacement Ginkgo RSUs and Ginkgo Class A common stock issued under the Zymergen RIFs attributable to pre-combination services. The remaining portion of the fair value is associated with future service and will be recognized as stock-based compensation expense in the period subsequent to the Zymergen Acquisition over the remaining service period.

(3)Represents cash bonuses payable to Zymergen employees in accordance with Zymergen severance and retention plans at the Zymergen Closing Date. These payments were determined to be for the benefit of the combined company, and accordingly, a portion of the fair value otherwise recognized as consideration transferred was allocated to post-combination compensation expense.

A summary of the purchase price relating to the business combination is as follows (in thousands):

Cash	$	79,825
Fair value of previously held equity interest in Joyn Bio	14,000
Fair value of notes receivable from Joyn Bio	10,119
Total purchase consideration	$	103,944

The consideration paid was comprised of common stock and contingent consideration as follows (in thousands):

Fair value of Class A common stock	$	17,015
Fair value of contingent consideration - restricted stock	3,842
Fair value of contingent consideration - milestones	8,464
Total FGen consideration	$	29,321

The following table summarizes the elements of the net proceeds from the SRNG Business Combination (in thousands):

Cash - SRNG Trust and cash (net of redemptions)	$	857,747
Cash - PIPE Investment	760,000
Less: Payment of underwriter fees and other offering costs	(108,118)
Net proceeds from the SRNG Business Combination	$	1,509,629

The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the SRNG Business Combination (in thousands):

SRNG shares outstanding prior to the SRNG Business Combination	215,625
Less: redemption of SRNG shares prior to the SRNG Business Combination	(86,725)
Less: SRNG shares forfeited	(11,534)
Common stock of SRNG (1)	117,366
Shares issued pursuant to the PIPE Investment	76,000
SRNG Business Combination and PIPE Investment shares	193,366
Conversion of Old Ginkgo Series B preferred stock to common stock	203,346
Conversion of Old Ginkgo Series C preferred stock to common stock	228,641
Conversion of Old Ginkgo Series D preferred stock to common stock	302,465
Conversion of Old Ginkgo Series E preferred stock to common stock	170,227
Conversion of Old Ginkgo common stock (2)	387,016
Total shares of Ginkgo common stock outstanding immediately following the SRNG Business Combination	1,485,061

(1)Includes 16.7 million 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 283.4 million shares of Class A and Class B common stock underlying rollover equity instruments (i.e., restricted stock units and stock options) and 0.3 million shares of Class A and Class B common stock underlying unvested restricted stock awards.

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):

	Final Allocation
Cash and cash equivalents	$	150,553
Accounts receivable	2,817
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	10,660
Other non-current assets	11,898
Accounts payable	(13,907)
Deferred revenue	(8,189)
Accrued expenses and other current liabilities	(55,541)
Operating lease liabilities	(194,582)
Deferred tax liability	(5,690)
Other non-current liabilities	(171)
Net assets acquired	$	231,750

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):

	Final Allocation
Cash and cash equivalents	$	1,430
Accounts receivable	144
Other non-current assets	10
Property and equipment	34
Intangible assets (1)	21,100
Goodwill (2)	10,615
Accounts payable and accrued expenses	(29)
Deferred revenue	(104)
Deferred tax liability	(3,879)
Net assets acquired	$	29,321

(1) Estimated useful life of 15 years.

(2) Non-deductible for tax purposes.

Schedule of Deconsolidated Assets and Liabilities

The following table presents Zymergen’s consolidated assets and liabilities which have been deconsolidated from the Company's consolidated balance sheet as of October 2, 2023. The amounts presented are before the elimination of intercompany balances.

	October 2, 2023
Assets
Current assets:
Cash and cash equivalents	$	34,321
Accounts receivable, net	11,047
Prepaid expenses and other current assets	11,190
Total current assets	56,558
Property, plant and equipment, net	8,938
Operating lease right-of-use assets	135,800
Intangible assets, net	16,679
Goodwill	10,660
Other non-current assets	19,486
Total assets	248,121
Liabilities
Current liabilities:
Deferred revenue	730
Accrued expenses and other current liabilities	20,426
Total current liabilities	21,156
Non-current liabilities:
Operating lease liabilities, non-current	184,301
Other non-current liabilities	172
Total liabilities	205,629
Net assets deconsolidated	$	42,492

The following table presents Zymergen’s results of operations for the periods presented, included in the Company's consolidated statements of operations and comprehensive loss prior to the elimination of intercompany balances.

	Period from January 1, 2023 - October 2, 2023		Period from October 19, 2022 - December 31, 2022
Total revenue	$	8,370	$	2,249
Total operating expenses	200,975		29,459
Loss from operations	(192,605)		(27,210)
Total other income, net	23,620		1,260
Loss before income taxes	(168,985)		(25,950)
Income tax provision	14		3
Net loss	$	(168,999)	$	(25,953)

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table presents the final purchase price allocation and remaining useful lives for identifiable intangible assets acquired as of the acquisition date (in thousands):

	Estimated fair value		Estimated useful life (in years)
Developed technology	$	14,900	10
Database	3,700		7
Total	$	18,600

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):

Property, plant, and equipment	$	83,951
Intangible assets	11,500
Goodwill	11,172
Deferred tax liability	(2,679)
Net assets acquired	$	103,944

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.

	Year Ended December 31,
(in thousands)	2022		2021
Total revenue	$	489,670	$	330,580
Net loss	$	(2,366,005)	$	(2,235,586)