DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 3 Months Ended | |
Mar. 31, 2017 | May 08, 2017 | |
Document and Entity Information | ||
Entity registrant name | YIELD10 BIOSCIENCE, INC. | |
Entity central index key | 1,121,702 | |
Current fiscal year end date | --12-31 | |
Entity filer category | Smaller Reporting Company | |
Document type | 10-Q/A | |
Document period end date | Mar. 31, 2017 | |
Document fiscal year focus | 2,017 | |
Document fiscal period focus | Q1 | |
Amendment flag | false | |
Entity common stock, shares outstanding | 28,498,560 | |
Entity current reporting status | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 4,875 | $ 7,309 |
Accounts receivable | 210 | 66 |
Due from related party | 0 | 1 |
Unbilled receivables | 114 | 121 |
Prepaid expenses and other current assets | 460 | 363 |
Total current assets | 5,659 | 7,860 |
Restricted cash | 432 | 432 |
Property and equipment, net | 1,686 | 1,739 |
Deferred equity financing costs | 622 | 622 |
Other assets | 95 | 95 |
Total assets | 8,494 | 10,748 |
Current Liabilities: | ||
Accounts payable | 51 | 56 |
Accrued expenses | 2,536 | 2,702 |
Total current liabilities | 2,587 | 2,758 |
Lease incentive obligation, net of current portion | 1,100 | 1,132 |
Contract termination obligation, net of current portion | 246 | 489 |
Total liabilities | 3,933 | 4,379 |
Commitments and contingencies (Note 9) | ||
Stockholders’ Equity: | ||
Preferred stock ($0.01 par value per share); 5,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock ($0.01 par value per share); 250,000,000 shares authorized at March 31, 2017 and December 31, 2016; 28,402,471 and 28,342,625 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 284 | 283 |
Additional paid-in capital | 339,811 | 339,527 |
Accumulated other comprehensive loss | (85) | (84) |
Accumulated deficit | (335,449) | (333,357) |
Total stockholders’ equity | 4,561 | 6,369 |
Total liabilities and stockholders’ equity | $ 8,494 | $ 10,748 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 28,402,471 | 28,342,625 |
Common stock, shares outstanding | 28,402,471 | 28,342,625 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Grant revenue | $ 324 | $ 157 |
Total revenue | 324 | 157 |
Expenses: | ||
Research and development | 1,109 | 1,428 |
General and administrative | 1,276 | 2,272 |
Total expenses | 2,385 | 3,700 |
Loss from continuing operations | (2,061) | (3,543) |
Other (expense) income, net | (31) | 3 |
Net loss from continuing operations | (2,092) | (3,540) |
Discontinued operations: | ||
Loss from discontinued operations | 0 | (2,958) |
Total loss from discontinued operations | 0 | (2,958) |
Net loss | $ (2,092) | $ (6,498) |
Basic and diluted net loss per share: | ||
Net loss from continuing operations (in USD per share) | $ (0.07) | $ (0.13) |
Net loss from discontinued operations (in USD per share) | 0 | (0.11) |
Net loss per share (in USD per share) | $ (0.07) | $ (0.24) |
Number of shares used in per share calculations: | ||
Basic & Diluted (in shares) | 28,399,811 | 27,367,305 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS UNAUDITED - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss: | $ (2,092) | $ (6,498) |
Other comprehensive loss | ||
Change in foreign currency translation adjustment | (1) | (4) |
Total other comprehensive loss | (1) | (4) |
Comprehensive loss | $ (2,093) | $ (6,502) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (2,092) | $ (6,498) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 53 | 122 |
Charge for 401(k) company common stock match | 23 | 155 |
Stock-based compensation | 264 | 591 |
Changes in operating assets and liabilities: | ||
Accounts receivables | (144) | (34) |
Due from related party | 1 | (58) |
Unbilled receivables | 7 | 97 |
Inventory | 0 | (41) |
Prepaid expenses and other assets | (97) | 280 |
Accounts payable | (5) | 71 |
Accrued expenses | (168) | (1,051) |
Contract termination obligation and other long-term liabilities | (275) | (150) |
Deferred revenue | 0 | (10) |
Net cash used in operating activities | (2,433) | (6,526) |
Cash flows from investing activities | ||
Purchase of property and equipment | 0 | (161) |
Change in restricted cash | 0 | (307) |
Net cash used for investing activities | 0 | (468) |
Effect of exchange rate changes on cash and cash equivalents | (1) | (4) |
Net decrease in cash and cash equivalents | (2,434) | (6,998) |
Cash and cash equivalents at beginning of period | 7,309 | 12,269 |
Cash and cash equivalents at end of period | 4,875 | 5,271 |
Supplemental disclosure of non-cash information: | ||
Purchase of property and equipment included in accounts payable and accrued expenses | $ 0 | $ 0 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NATURE OF BUSINESS AND BASIS OF PRESENTATION Yield10 Bioscience, Inc. ("Yield10 Bioscience," "Yield10" or the "Company") was founded as Metabolix, Inc. in 1992 and changed its name in January 2017. Yield10 is an agricultural bioscience company focusing on the development of new technologies to enable step-change increases in crop yield to enhance global food security. Yield10 is using two proprietary advanced biotechnology trait gene discovery platforms to improve fundamental crop yield through enhanced photosynthetic carbon capture and increased carbon utilization efficiency to increase seed yield. These platforms are based on the principle that plants which capture and utilize carbon more efficiently will enable more robust crops capable of increased seed yield. Yield10 is working to translate and demonstrate the commercial value of novel yield trait genes it has identified in major crops and to identify additional genome editing targets for improved crop performance in several key food and feed crops, including canola, soybean, rice and corn. Yield10 Bioscience is headquartered in Woburn, Massachusetts and has an additional agricultural science facility with greenhouses located in Saskatoon, Saskatchewan, Canada. The accompanying condensed consolidated financial statements are unaudited and have been prepared by Yield10 in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The condensed consolidated financial statements, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the financial position and results of operations for the interim periods ended March 31, 2017 and 2016 . The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future period or the entire fiscal year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2016 , which are contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2017. The accompanying condensed consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. With the exception of 2012, when the Company recognized $38,885 of deferred revenue from a terminated joint venture, the Company has recorded losses since its initial founding, including its fiscal quarter ending March 31, 2017. During 2016, the Company completed a strategic restructuring under which Yield10 Bioscience became its core business. In connection with the restructuring, the Company discontinued its pilot biopolymer production and other biopolymer operations, sold substantially all of its biopolymer assets to CJ CheilJedang Corporation ("CJ") for a total purchase price of $10,000 and reduced staffing levels to approximately twenty full-time employees as of December 31, 2016, in order to focus on crop science activities and significantly reduce the Company's cash burn rate used in operations. During 2016, the Company recorded restructuring charges of $3,513 and as of March 31, 2017, restructuring obligations of $1,610 remain outstanding with various payment due dates through May 2018. As of March 31, 2017, the Company held unrestricted cash and cash equivalents of $4,875 . The Company anticipates current cash resources will be sufficient to fund operations and meet its obligations, including its restructuring obligations, when due into the fourth quarter of 2017. This forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of expenses could vary materially and adversely as a result of a number of factors. The Company has evaluated the guidance of the Financial Accounting Standards Board's ("FASB") Accounting Standards Update ("ASU") No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40) in order to determine whether there is substantial doubt about its ability to continue as a going concern for one year after the date its financial statements are issued. The Company's ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing through, among other sources, public or private equity financing, secured or unsecured debt financing, equity or debt bridge financing, additional government research grants or collaborative arrangements with third parties, as to which no assurances can be given. Management does not know whether additional financing will be available on terms favorable or acceptable to the Company when needed, if at all. If adequate additional funds are not available when required, or if the Company is unsuccessful in entering collaborative arrangements for further research, management may be forced to curtail the Company's research efforts, explore strategic alternatives and/or wind down its operations, pursue options for liquidating its remaining assets, including intellectual property and equipment and/or seek strategic alternatives. Based on the cash forecast, management has determined that the Company's present capital resources are not sufficient to fund its planned operations for the twelve months from the date that the financial statements are issued, which raises substantial doubt about the Company's ability to continue as a going concern. During 2015, the Company entered into a common stock purchase agreement with Aspire Capital Fund, LLC ("Aspire"). Under terms of the agreement, Aspire committed to purchase up to $20,000 of Yield10 Bioscience common stock over a 30 month period that will end on May 8, 2018. Common stock may be sold from time to time at the Company’s option under pricing formulas based on prevailing market prices around the time of each sale. The purchase agreement contains limitations on the number of shares that the Company may sell to Aspire. Additionally, the Company and Aspire may not effect any sales of shares of its common stock under the purchase agreement during the continuance of an event of default or on any trading day that the closing sale price of its common stock is less than $0.50 per share. At March 31, 2017, the market price for the Company's common stock was below $0.50 , and although the full $20,000 remained available under the purchase agreement with Aspire, market conditions likely limit the extent which the Company can draw on this facility. If the Company issues equity or debt securities to raise additional funds, (i) the Company may incur fees associated with such issuance, (ii) its existing stockholders may experience dilution from the issuance of new equity securities, (iii) the Company may incur ongoing interest expense and be required to grant a security interest in Company assets in connection with any debt issuance, and (iv) the new equity or debt securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. In addition, utilization of the Company’s net operating loss and research and development credit carryforwards may be subject to significant annual limitations under Section 382 of the Internal Revenue Code of 1986 due to ownership changes resulting from equity financing transactions. If the Company raises additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to its potential products or proprietary technologies, or grant licenses on terms that are not favorable to the Company. On June 30, 2016, the Company received a Notice of Delisting from The Nasdaq Stock Market LLC ("Nasdaq") as a result of the Company's bid price for the previous 30 consecutive business days closing below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with an initial period of 180 calendar days, or until December 27, 2016, to regain compliance. On December 28, 2016, the Company received a second notice that Nasdaq had granted the Company an additional 180 days (until June 26, 2017) to regain compliance with Nasdaq's $1.00 per share minimum bid price. The Company is considering actions that it may take in order to regain compliance with this continued listing requirement. In that regard, the Company has included a proposal in the proxy statement for its annual meeting of stockholders, to be held on May 24, 2017, to approve a reverse stock split with a ratio in the range of 1-for-2 to 1-for-10. If this proposal is approved by the stockholders and implemented by the Company, it could allow the Company to regain compliance with the minimum bid price requirement. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | ACCOUNTING POLICIES During the three months ended March 31, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU No. 2016-09"). ASU No. 2016-09 involves several aspects for the accounting of share-based payment transactions of which the accounting for forfeitures of stock awards is the most significant for the Company. Under the adopted guidance, the Company made an accounting policy election to account for forfeitures as they occur rather than continue with the previous method of estimating forfeiture rates when determining the fair value of service-based stock awards and then adjusting compensation expense in later periods for actual forfeitures as they occur or to reverse the effects of the estimated forfeiture rates if a forfeiture does not occur. The Company previously provided a forfeiture rate of approximately 6 percent . Due to the nature of vesting terms of the Company's stock options, the adoption of this standard had no material impact on the Company's operations or financial position. Other than ASU No. 2016-09, there have been no material changes in accounting policies since the Company’s fiscal year ended December 31, 2016 , as described in Note 2 to the consolidated financial statements included in its Annual Report on Form 10-K for the year then ended. Principles of Consolidation The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions were eliminated, including transactions with its Canadian subsidiary, Metabolix Oilseeds, Inc. On September 16, 2016, the Company completed the sale of its biopolymer intellectual property and certain equipment and inventory to an affiliate of CJ in a transaction that met the requirements for discontinued operations reporting in accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity . The condensed consolidated financial statements for the three month period ending March 31, 2016, has been presented to reflect the Company's biopolymer operation as a discontinued operation. Restructuring In July 2016, the Company announced a strategic restructuring under which Yield10 Bioscience became its core business and its biopolymer operations were discontinued. The Company records estimated restructuring charges for employee severance and contract termination costs as a current period expense as those costs become contractually fixed, probable and estimable. The long and short-term obligations associated with these charges is reduced or adjusted as payments are made or the Company's estimates are revised. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Foreign Currency Translation Foreign denominated assets and liabilities of the Company's wholly-owned foreign subsidiaries are translated into U.S. dollars at the prevailing exchange rates in effect on the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are recorded in accumulated other comprehensive income (loss) in the consolidated balance sheet. When the Company dissolves, sells or substantially sells all of the assets of a consolidated foreign subsidiary, the cumulative translation gain or loss of that subsidiary is released from comprehensive income (loss) and included within its consolidated statement of operations during the fiscal period when the dissolution or sale occurs. Income Taxes Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using future enacted tax rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of favorable tax attributes in future tax returns, the Company has recorded a full valuation allowance against its otherwise recognizable net deferred tax assets. The Company follows the accounting guidance related to income taxes including guidance which addresses accounting for uncertainty in income taxes. This guidance prescribes a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. The Company had no amounts recorded for any unrecognized tax benefits as of March 31, 2017 or December 31, 2016 . Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents. The Company has historically invested its cash equivalents in highly rated money market funds, corporate debt, federal agency notes and U.S. treasury notes. Investments, when purchased, are acquired in accordance with the Company’s investment policy which establishes a concentration limit per issuer. At March 31, 2017 , the Company’s cash equivalents are invested solely in money market funds. The Company provides credit to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. At March 31, 2017 , the Company’s accounts and unbilled receivables of $324 are all due from U.S. government grants. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted as of the specified effective date. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. The new standard also clarifies that an entity should determine each separately identifiable source or use within the cash receipts and cash payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. The new standard will be effective for the Company on January 1, 2018. The Company is in the process of evaluating the impact of this new guidance. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The new standard changes the impairment model for most financial assets and certain other instruments. Under the new standard, entities holding financial assets and net investment in leases that are not accounted for at fair value through net income are to be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. The new standard will be effective for the Company on January 1, 2020. The Company is in the process of evaluating the impact of this new guidance. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for the Company on January 1, 2019. The Company is in the process of evaluating the impact of this new guidance. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The new standard amends certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair values be measured at fair value with changes in fair value recognized in our results of operations. The new standard does not apply to investments accounted for under the equity method of accounting or those that result in consolidation of the investee. Equity investments that do not have readily determinable fair values may be measured at fair value or at cost minus impairment adjusted for changes in observable prices. A financial liability that is measured at fair value in accordance with the fair value option is required to be presented separately in other comprehensive income for the portion of the total change in the fair value resulting from change in the instrument-specific credit risk. In addition, a valuation allowance should be evaluated on deferred tax assets related to available-for-sale debt securities in combination with other deferred tax assets. The new standard will be effective for the Company on January 1, 2018. The Company is in the process of evaluating the impact of this new guidance. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU is the result of a joint project by the FASB and the International Accounting Standards Board ("IASB") to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards ("IFRS") that would: remove inconsistencies and weaknesses, provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices across entities, jurisdictions, industries, and capital markets, improve disclosure requirements and resulting financial statements, and simplify the presentation of financial statements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. On July 9, 2015, the FASB voted to delay the effective date of the new revenue standard by one year, but to permit entities to choose to adopt the standard as of the original date. The Company has begun to evaluate the effect the new revenue standard will have on its consolidated financial statements and related disclosures, but has not completed its evaluation and implementation process. The Company intends to complete the process during 2017 and adopt the standard on January 1, 2018, using the full retrospective adoption transition method. The adoption of this standard is not expected to have a material impact on the Company's financial position or results of operations. |
BASIC AND DILUTED NET INCOME (L
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE | BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted net income (loss) per share is computed by dividing net loss by the weighted-average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated by adding to the weighted shares outstanding any potential (unissued) shares of common stock from outstanding stock options and warrants based on the treasury stock method, as well as weighted shares outstanding of any potential (unissued) shares of common stock from restricted stock units. In periods when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported, there is no difference in basic and dilutive loss per share. Common stock equivalents include stock options, restricted stock awards and warrants. The number of shares of potentially dilutive common stock presented on a weighted average basis, related to options, restricted stock units and warrants (prior to consideration of the treasury stock method) that were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive for the three months ended March 31, 2017 and 2016, respectively, are shown below: Three Months Ended March 31, 2017 2016 Options 6,161,804 923,977 Restricted stock units 216,512 1,177,723 Warrants 3,933,000 3,933,000 Total 10,311,316 6,034,700 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company has certain financial assets recorded at fair value which have been classified as Level 1 within the fair value hierarchy as described in the accounting standards for fair value measurements. Fair value is the price that would be received from the sale of an asset or the price paid to transfer a liability in an orderly transaction between independent market participants at the measurement date. Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy level is determined by the lowest level of significant input. At March 31, 2017 and December 31, 2016, the Company did not own any Level 2 or Level 3 financial assets or liabilities and there were no transfers of financial assets or liabilities between category levels. The Company's assets are measured at fair value on a recurring basis. The balance of Level 1 assets as of March 31, 2017 and December 31, 2016 were $1,019 and $1,018 , respectively, and for both periods the assets were invested in money market funds classified in cash and cash equivalents. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following at: March 31, December 31, Employee compensation and benefits $ 565 $ 713 Contract termination obligation 947 939 Professional services 404 459 Other 620 591 Total accrued expenses $ 2,536 $ 2,702 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Expense Information for Employee Stock Awards The Company recognized stock-based compensation expense related to stock option awards of $264 and $591 for the three months ended March 31, 2017 and 2016, respectively. Of the March 31, 2016 amount, $163 is included in discontinued operations within the Company's condensed consolidated statements of operations. At March 31, 2017 , there was approximately $1,778 of pre-tax stock-based compensation expense related to unvested awards not yet recognized. The compensation expense related to unvested stock options is expected to be recognized over a remaining weighted average period of 1.58 years. Stock Options A summary of option activity for the three months ended March 31, 2017 is as follows: Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2016 6,050,767 $ 3.45 Granted 316,500 0.38 Exercised — — Forfeited (657 ) 5.74 Expired (183,635 ) 40.17 Outstanding at March 31, 2017 6,182,975 $ 2.20 Options vested and expected to vest at March 31, 2017 6,182,975 $ 2.20 Options exercisable at March 31, 2017 1,259,795 $ 8.70 Restricted Stock Units During 2015, the Company awarded Restricted Stock Units ("RSUs") as a broad-based form of long-term compensation incentive for its officers, directors and employees. Outstanding RSUs generally vest in four equal annual installments beginning one year after the date of grant, subject to service conditions. No RSUs were awarded by the Company during 2016 or during the three months ending March 31, 2017 . The Company records stock compensation expense for RSUs on a straight line basis over their vesting period based on each RSU's award date market value. The Company pays minimum federal, state or provincial income tax withholding associated with RSUs for its U.S. and Canadian employees. As the RSUs vest, the Company withholds a number of shares with an aggregate fair market value equal to the minimum tax withholding amount (unless the employee makes other arrangements for payment of the tax withholding) from the common stock issuable at the vest date. During the three months ended March 31, 2017 and 2016, no outstanding RSUs vested and therefore the Company did not pay for income tax withholdings associated with RSUs during these periods. A summary of RSU activity for the three months ended March 31, 2017 is as follows: Number of RSUs Weighted Average Remaining Contractual Life (years) Outstanding at December 31, 2016 261,283 Awarded — Common stock issued upon vesting — Forfeited (1,312 ) Outstanding at March 31, 2017 259,971 1.50 Weighted average remaining recognition period 2.00 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Lease Commitments In 2016, the Company entered into a lease agreement, pursuant to which the Company leases approximately 29,622 square feet of office and research and development space located at 19 Presidential Way, Woburn, Massachusetts. The lease began on June 1, 2016 and will end on November 30, 2026. The Company provided the landlord with a security deposit in the form of a letter of credit in the amount of $307 . Pursuant to the lease, the Company will also pay certain taxes and operating costs associated with the premises during the term of the lease. During the buildout of the rented space, the landlord paid $889 for tenant improvements to the facility and an additional $444 for tenant improvements that result in increased rental payments by the Company. The current and non-current portions of the lease incentive obligations related to the landlord’s contributions toward the cost of tenant improvements are recorded within accrued expenses and long-term lease incentive obligation, respectively, in the Company's condensed consolidated balance sheet contained herein. In October 2016, the Company entered into a sublease agreement with CJ for the sublease of approximately 9,874 square feet of its leased facility located in Woburn, Massachusetts. The sublease space was determined to be in excess of the Company's needs as a result of its strategic shift to Yield10 Bioscience and the related restructuring of its operations. The sublease term is coterminous with the Company's master lease. CJ pays rent and operating expenses equal to approximately one-third of the amounts payable to the landlord by the Company, as adjusted from time-to-time in accordance with the terms of the master lease. Total future minimum operating lease payments of $6,959 shown below are net of the CJ sublease payments. CJ has provided the Company with a security deposit of $103 in the form of an irrevocable letter of credit. The Company also leases approximately 13,702 square feet of office and laboratory space at 650 Suffolk Street, Lowell, Massachusetts. The lease for this facility expires in May 2020, with an option to renew for one five -year period. The Company is currently working with a commercial real estate broker to locate a subtenant for this space. The Company's wholly-owned subsidiary, Metabolix Oilseeds, Inc. ("MOI"), located in Saskatoon, Saskatchewan, Canada, leases approximately 4,100 square feet of office, laboratory and greenhouse space. MOI's leases for its various leased facilities expire between September 30, 2017 and April 30, 2018. The Company expects to renew these Canadian leases prior to their expiration. Annual base rental payments remaining due under the Company's leases, net of sublease payments expected from CJ, are as follows: Year ended December 31, Minimum lease payments 2017 (April to December) $ 646 2018 808 2019 828 2020 and thereafter 4,677 Total $ 6,959 Contractual Commitments In connection with the discontinuation of biopolymer operations, the Company ceased pilot production of biopolymer material and reached agreements during 2016 with the owner-operators of its biopolymer pilot production facilities regarding the termination of their services. The Company recorded contract termination costs related to these manufacturing agreements of $2,641 during the quarter ended September 30, 2016, which was recorded within discontinued operations in the Company's condensed consolidated statements of operations for the year ended December 31, 2016. As of March 31, 2017, $1,194 remains outstanding and is payable in quarterly installments through May 2018. The short and long-term portions of these contract liabilities are recorded in accrued expenses and contract termination obligation, respectively, in the Company's condensed consolidated balance sheets contained herein. Litigation From time-to-time, the Company may be subject to legal proceedings and claims in the ordinary course of business. The Company is not currently aware of any such proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on the business, financial condition or the results of operations. Guarantees As of March 31, 2017 and December 31, 2016, the Company did not have significant liabilities recorded for guarantees. The Company enters into indemnification provisions under various agreements with other companies in the ordinary course of business, typically with business partners, contractors, and customers. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of its activities. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. However, to date Yield10 Bioscience has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of the indemnifications under these agreements is believed to be minimal. Accordingly, the Company has no liabilities recorded for these agreements as of March 31, 2017 and December 31, 2016. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | GEOGRAPHIC INFORMATION The geographic distribution of the Company’s operating revenues from continuing operations and long-lived assets are summarized in the tables below: U.S. Canada Eliminations Total Three Months Ended March 31, 2017: Net revenues from external customers $ 324 $ — $ — $ 324 Inter-geographic revenues — 221 (221 ) — Net revenues $ 324 $ 221 $ (221 ) $ 324 Three Months Ended March 31, 2016: Net revenues from external customers $ 157 $ — $ — $ 157 Inter-geographic revenues — 212 (212 ) — Net revenues $ 157 $ 212 $ (212 ) $ 157 Foreign revenue is based on the country in which the Company’s subsidiary that earned the revenue is domiciled. During the three months ended March 31, 2017 and 2016, revenue earned from the Company’s Camelina grant with the U.S. Department of Energy totaled $293 and $157 , respectively, and represented 91% and 100% of total revenue. The geographic distribution of the Company’s long-lived assets is summarized as follows: U.S. Canada Eliminations Total March 31, 2017 $ 1,686 $ — $ — $ 1,686 December 31, 2016 $ 1,739 $ — $ — $ 1,739 |
LICENSE AGREEMENTS AND RELATED
LICENSE AGREEMENTS AND RELATED PARTIES | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
LICENSE AGREEMENTS AND RELATED PARTIES | LICENSE AGREEMENTS AND RELATED PARTIES The Company previously licensed certain technology to Tepha, Inc., a related party, for use in medical applications. During May 2016, the Company entered into an amendment to its license agreement with Tepha, in which the Company received a lump sum payment of $2,000 in consideration for an early buyout of all future royalties under the agreement and the licensing of two additional production strains and related intellectual property. The Company completed delivery of the technology to Tepha during the quarter ended September 30, 2016. As a result of this buyout, no further Tepha royalty or licensing revenue has been or will be earned by the Company after September 2016. During the three months ended March 31, 2016, the Company recorded license and royalty revenue from Tepha of $197 . As of December 31, 2016, the Company had $1 of outstanding receivables due from Tepha. The patents underlying this license agreement are now owned by CJ. As a consequence of this sale and the Company's discontinuation of its biopolymer operations, license fee and royalty revenue is included within income from discontinued operations within the Company's condensed consolidated statements of operations contained in this quarterly report. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK Common Stock In connection with the wind down of biopolymer operations, the Company ceased pilot production of biopolymer material at its third-party biopolymer pilot production facilities. In September 2016, the Company entered into an early termination agreement with the owner-operator of one of the biopolymer production facilities. As part of the consideration for the early termination, the Company issued 275,000 unregistered shares of Yield10 Bioscience common stock. In October 2015, the Company entered into a common stock purchase agreement with Aspire Capital Fund LLC. ("Aspire"). Under terms of the agreement, Aspire committed to purchase up to an aggregate of $20,000 of the Company's common stock over a 30 month period that will end on May 8, 2018. Common stock may be sold from time-to-time at the Company’s direction under pricing formulas based on prevailing market prices around the time of each sale. The purchase agreement contains limitations on the number of shares that the Company may sell to Aspire. Additionally, the Company and Aspire may not effect any sales of shares of the Company's common stock under the purchase agreement during the continuance of an event of default or on any trading day that the closing sale price of its common stock is less than $0.50 per share. Upon execution of the purchase agreement, the Company issued 300,000 shares of its common stock to Aspire with a fair value of $450 , as a commitment fee. In addition, the Company incurred $172 of additional costs in connection with the Aspire facility, which along with the fair value of the common stock has been recorded as deferred equity financing costs and is included within other assets in the accompanying condensed consolidated balance sheet at March 31, 2017 . These costs will be charged to additional paid-in-capital as shares are sold to Aspire. In the event it is determined no additional shares will be sold under the purchase agreement, any remaining deferred equity offering costs will be expensed at such time. At March 31, 2017 , the full $20,000 under the purchase agreement remains available for sale to Aspire. Preferred Stock The Company's certificate of incorporation, as amended and restated, authorizes it to issue up to 5,000,000 shares of $0.01 par value preferred stock. As of March 31, 2017 and December 31, 2016, no preferred stock was issued or outstanding. |
RESTRUCTURING
RESTRUCTURING | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING In July 2016, the Company announced a strategic restructuring under which Yield10 Bioscience became its core business and its biopolymer operations were discontinued. As part of its strategic restructuring, the Company reduced staffing levels to twenty full-time employees as of December 31, 2016, and in January 2017, the Company formally changed its name to Yield10 Bioscience, Inc. For further discussion of this strategic shift, see Note 13, "Discontinued Operations," to the Company's condensed consolidated financial statements included in this quarterly report on Form 10-Q/A. In connection with the wind down of biopolymer operations, the Company also ceased pilot production of biopolymer materials and reached agreements with the owner-operators of its biopolymer production facilities regarding the termination of these services. Through March 31, 2017, the Company made cash payments of $1,707 , issued 275,000 shares of company common stock with a fair value of $85 and transferred certain biopolymer-related production equipment with a net book value of $111 to settle a portion of these agreements and other restructuring activities. At March 31, 2017, remaining cash restructuring costs are estimated to be $1,610 . Biopolymer Production Agreements Employee Severance and Related Costs Total Original Charges and Amounts Accrued $ 2,641 $ 872 $ 3,513 Paid in Cash (1,251 ) (456 ) (1,707 ) Paid through Stock and Equipment (196 ) — (196 ) Ending Balance Accrued at March 31, 2017 $ 1,194 $ 416 $ 1,610 With the exception of approximately $238 of employee severance and related costs incurred for non-biopolymer employees, total restructuring costs shown in the table were classified within discontinued operations in the Company's condensed consolidated statement of operations during the year ended December 31, 2016. Amounts related to the biopolymer production agreements are included within research and development expenses as shown in Note 13, "Discontinued Operations" to our condensed consolidated financial statements included in this quarterly report on Form 10-Q/A. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS In July 2016, the Company announced a strategic restructuring plan under which Yield10 Bioscience became its core business. Yield10 Bioscience discontinued its biopolymer operations and eliminated positions in both its biopolymer operations and corporate organization. As part of this strategic shift, the Company completed the sale of its biopolymer intellectual property and certain equipment and inventory to an affiliate of CJ during September 2016. The $10,000 purchase price paid by CJ was primarily for the acquisition of intellectual property, including the Company’s PHA strains, patent rights, know-how and its rights, title and interest in certain license agreements. None of this intellectual property was previously capitalized to the Company’s balance sheet. As such, the transaction resulted in a gain on the sale of approximately $9,868 , net of the book value of the equipment sold. In addition to the CJ purchase, other parties acquired various capital equipment of the biopolymer operation for a total purchase price of approximately $428 , resulting in a net loss on sale of this equipment of approximately $35 . After 2016, the Company has not had and will not have further significant involvement in the operations of the discontinued biopolymer business. The following are the non-cash operating items comprising income or loss from discontinued operations for the three months ended March 31, 2016. Three Months Ended March, 31, 2016 Total revenue $ 518 Costs and expenses: Cost of product revenue 117 Research and development 2,904 Selling, general and administrative 455 Total costs and expenses 3,476 Total loss from discontinued operations $ (2,958 ) The following are the non-cash operating items related to discontinued operations for the three months ended March 31, 2016. Three Months Ended March 31, 2016 Non-cash operating items: Depreciation $ 101 Charge for 401(k) company common stock match $ 77 Stock-based compensation $ 163 Investing items: Purchases of property and equipment $ 136 |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of Consolidation The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions were eliminated, including transactions with its Canadian subsidiary, Metabolix Oilseeds, Inc. On September 16, 2016, the Company completed the sale of its biopolymer intellectual property and certain equipment and inventory to an affiliate of CJ in a transaction that met the requirements for discontinued operations reporting in accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity . The condensed consolidated financial statements for the three month period ending March 31, 2016, has been presented to reflect the Company's biopolymer operation as a discontinued operation. |
Restructuring | Restructuring In July 2016, the Company announced a strategic restructuring under which Yield10 Bioscience became its core business and its biopolymer operations were discontinued. The Company records estimated restructuring charges for employee severance and contract termination costs as a current period expense as those costs become contractually fixed, probable and estimable. The long and short-term obligations associated with these charges is reduced or adjusted as payments are made or the Company's estimates are revised. |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Foreign currency translation | Foreign Currency Translation Foreign denominated assets and liabilities of the Company's wholly-owned foreign subsidiaries are translated into U.S. dollars at the prevailing exchange rates in effect on the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are recorded in accumulated other comprehensive income (loss) in the consolidated balance sheet. When the Company dissolves, sells or substantially sells all of the assets of a consolidated foreign subsidiary, the cumulative translation gain or loss of that subsidiary is released from comprehensive income (loss) and included within its consolidated statement of operations during the fiscal period when the dissolution or sale occurs. |
Income Taxes | Income Taxes Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using future enacted tax rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of favorable tax attributes in future tax returns, the Company has recorded a full valuation allowance against its otherwise recognizable net deferred tax assets. The Company follows the accounting guidance related to income taxes including guidance which addresses accounting for uncertainty in income taxes. This guidance prescribes a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. |
Concentration of credit risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents. The Company has historically invested its cash equivalents in highly rated money market funds, corporate debt, federal agency notes and U.S. treasury notes. Investments, when purchased, are acquired in accordance with the Company’s investment policy which establishes a concentration limit per issuer. At March 31, 2017 , the Company’s cash equivalents are invested solely in money market funds. The Company provides credit to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. |
Recent accounting pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted as of the specified effective date. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. The new standard also clarifies that an entity should determine each separately identifiable source or use within the cash receipts and cash payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. The new standard will be effective for the Company on January 1, 2018. The Company is in the process of evaluating the impact of this new guidance. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The new standard changes the impairment model for most financial assets and certain other instruments. Under the new standard, entities holding financial assets and net investment in leases that are not accounted for at fair value through net income are to be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. The new standard will be effective for the Company on January 1, 2020. The Company is in the process of evaluating the impact of this new guidance. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for the Company on January 1, 2019. The Company is in the process of evaluating the impact of this new guidance. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The new standard amends certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair values be measured at fair value with changes in fair value recognized in our results of operations. The new standard does not apply to investments accounted for under the equity method of accounting or those that result in consolidation of the investee. Equity investments that do not have readily determinable fair values may be measured at fair value or at cost minus impairment adjusted for changes in observable prices. A financial liability that is measured at fair value in accordance with the fair value option is required to be presented separately in other comprehensive income for the portion of the total change in the fair value resulting from change in the instrument-specific credit risk. In addition, a valuation allowance should be evaluated on deferred tax assets related to available-for-sale debt securities in combination with other deferred tax assets. The new standard will be effective for the Company on January 1, 2018. The Company is in the process of evaluating the impact of this new guidance. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU is the result of a joint project by the FASB and the International Accounting Standards Board ("IASB") to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards ("IFRS") that would: remove inconsistencies and weaknesses, provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices across entities, jurisdictions, industries, and capital markets, improve disclosure requirements and resulting financial statements, and simplify the presentation of financial statements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. On July 9, 2015, the FASB voted to delay the effective date of the new revenue standard by one year, but to permit entities to choose to adopt the standard as of the original date. The Company has begun to evaluate the effect the new revenue standard will have on its consolidated financial statements and related disclosures, but has not completed its evaluation and implementation process. The Company intends to complete the process during 2017 and adopt the standard on January 1, 2018, using the full retrospective adoption transition method. The adoption of this standard is not expected to have a material impact on the Company's financial position or results of operations. |
BASIC AND DILUTED NET INCOME 21
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of number of shares of potentially dilutive common stock related to options and warrants that were excluded from the calculation of dilutive shares | The number of shares of potentially dilutive common stock presented on a weighted average basis, related to options, restricted stock units and warrants (prior to consideration of the treasury stock method) that were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive for the three months ended March 31, 2017 and 2016, respectively, are shown below: Three Months Ended March 31, 2017 2016 Options 6,161,804 923,977 Restricted stock units 216,512 1,177,723 Warrants 3,933,000 3,933,000 Total 10,311,316 6,034,700 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following at: March 31, December 31, Employee compensation and benefits $ 565 $ 713 Contract termination obligation 947 939 Professional services 404 459 Other 620 591 Total accrued expenses $ 2,536 $ 2,702 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of option activity | A summary of option activity for the three months ended March 31, 2017 is as follows: Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2016 6,050,767 $ 3.45 Granted 316,500 0.38 Exercised — — Forfeited (657 ) 5.74 Expired (183,635 ) 40.17 Outstanding at March 31, 2017 6,182,975 $ 2.20 Options vested and expected to vest at March 31, 2017 6,182,975 $ 2.20 Options exercisable at March 31, 2017 1,259,795 $ 8.70 |
Schedule of restricted stock units activity | A summary of RSU activity for the three months ended March 31, 2017 is as follows: Number of RSUs Weighted Average Remaining Contractual Life (years) Outstanding at December 31, 2016 261,283 Awarded — Common stock issued upon vesting — Forfeited (1,312 ) Outstanding at March 31, 2017 259,971 1.50 Weighted average remaining recognition period 2.00 |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting [Abstract] | ||
Schedule of the geographic distribution of revenues and long-lived assets from continuing operations | The geographic distribution of the Company’s operating revenues from continuing operations and long-lived assets are summarized in the tables below: U.S. Canada Eliminations Total Three Months Ended March 31, 2017: Net revenues from external customers $ 324 $ — $ — $ 324 Inter-geographic revenues — 221 (221 ) — Net revenues $ 324 $ 221 $ (221 ) $ 324 Three Months Ended March 31, 2016: Net revenues from external customers $ 157 $ — $ — $ 157 Inter-geographic revenues — 212 (212 ) — Net revenues $ 157 $ 212 $ (212 ) $ 157 | |
Schedule of the geographic distribution of long-lived assets | The geographic distribution of the Company’s long-lived assets is summarized as follows: U.S. Canada Eliminations Total March 31, 2017 $ 1,686 $ — $ — $ 1,686 December 31, 2016 $ 1,739 $ — $ — $ 1,739 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of accrued restructuring charges | In connection with the wind down of biopolymer operations, the Company also ceased pilot production of biopolymer materials and reached agreements with the owner-operators of its biopolymer production facilities regarding the termination of these services. Through March 31, 2017, the Company made cash payments of $1,707 , issued 275,000 shares of company common stock with a fair value of $85 and transferred certain biopolymer-related production equipment with a net book value of $111 to settle a portion of these agreements and other restructuring activities. At March 31, 2017, remaining cash restructuring costs are estimated to be $1,610 . Biopolymer Production Agreements Employee Severance and Related Costs Total Original Charges and Amounts Accrued $ 2,641 $ 872 $ 3,513 Paid in Cash (1,251 ) (456 ) (1,707 ) Paid through Stock and Equipment (196 ) — (196 ) Ending Balance Accrued at March 31, 2017 $ 1,194 $ 416 $ 1,610 |
DISCONTINUED OPERATION (Tables)
DISCONTINUED OPERATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations income statement | The following are the non-cash operating items comprising income or loss from discontinued operations for the three months ended March 31, 2016. Three Months Ended March, 31, 2016 Total revenue $ 518 Costs and expenses: Cost of product revenue 117 Research and development 2,904 Selling, general and administrative 455 Total costs and expenses 3,476 Total loss from discontinued operations $ (2,958 ) The following are the non-cash operating items related to discontinued operations for the three months ended March 31, 2016. Three Months Ended March 31, 2016 Non-cash operating items: Depreciation $ 101 Charge for 401(k) company common stock match $ 77 Stock-based compensation $ 163 Investing items: Purchases of property and equipment $ 136 |
NATURE OF BUSINESS AND BASIS 27
NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2017USD ($) | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2012USD ($) | Dec. 31, 2016USD ($) | Jul. 31, 2016employee | Mar. 31, 2016USD ($) | Oct. 31, 2015USD ($) | Oct. 07, 2015USD ($) | |
Other Commitments [Line Items] | ||||||||
Deferred revenue recognized from the terminated Telles joint venture | $ 38,885,000 | |||||||
Target number of employees remaining | employee | 20 | |||||||
Cash and cash equivalents | $ 4,875,000 | $ 7,309,000 | ||||||
Cash and cash equivalents | $ 4,875,000 | $ 12,269,000 | $ 7,309,000 | $ 5,271,000 | ||||
Period over which company's present capital resources are not sufficient to fund its planned operations | 12 months | |||||||
Minimum price per share (in USD per share) | $ / shares | $ 0.50 | |||||||
Private Placement | ||||||||
Other Commitments [Line Items] | ||||||||
Other commitment | $ 20,000,000 | |||||||
CJ CheilJedang Corporation | ||||||||
Other Commitments [Line Items] | ||||||||
Proceeds from divestiture of businesses | $ 0 | |||||||
Aspire | ||||||||
Other Commitments [Line Items] | ||||||||
Period of long term commitment | 30 months | |||||||
Aspire | Private Placement | ||||||||
Other Commitments [Line Items] | ||||||||
Other commitment | $ 20,000,000 | $ 20,000,000 |
ACCOUNTING POLICIES (Details)
ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Mar. 31, 2017 | |
Concentration of credit risk | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Forfeiture rate, percent | 6.00% | |
Government Grants | ||
Concentration of credit risk | ||
Accounts receivable | $ 324,000 |
BASIC AND DILUTED NET INCOME 29
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 10,311,316 | 6,034,700 |
Options | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 6,161,804 | 923,977 |
Restricted stock units | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 216,512 | 1,177,723 |
Warrants | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 3,933,000 | 3,933,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, measurements, recurring | Quoted prices in active markets for identical assets | Money market funds | ||
Fair value measurements | ||
Assets, fair value disclosure | $ 1,019 | $ 1,018 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 565 | $ 713 |
Contract termination obligation | 947 | 939 |
Professional services | 404 | 459 |
Other | 620 | 591 |
Total accrued expenses | $ 2,536 | $ 2,702 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock-based compensation | ||
Stock-based compensation | $ 264 | $ 591 |
Employee stock option | ||
Stock-based compensation | ||
Stock-based compensation expense, net of estimated forfeitures, related to unvested awards not yet recognized | $ 1,778 | |
Weighted average remaining recognition period | 1 year 6 months 29 days | |
Restricted stock units | ||
Stock-based compensation | ||
Weighted average remaining recognition period | 2 years | |
Options | ||
Number of Shares | ||
Outstanding at the beginning of the period (in shares) | 6,050,767 | |
Granted (in shares) | 316,500 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (657) | |
Expired (in shares) | (183,635) | |
Outstanding at the end of the period (in shares) | 6,182,975 | |
Options vested and expected to vest at March 31, 2017 | 6,182,975 | |
Options exercisable at the end of the period (in shares) | 1,259,795 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 3.45 | |
Granted (in dollars per share) | 0.38 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 5.74 | |
Expired (in dollars per share) | 40.17 | |
Outstanding at the end of the period (in dollars per share) | 2.20 | |
Options vested and expected to vest at September 30, 2016 (in dollars per share) | 2.20 | |
Options exercisable at the end of the period (in dollars per share) | $ 8.70 | |
Discontinued Operations | Employee stock option | ||
Stock-based compensation | ||
Compensation cost | $ 163 |
STOCK-BASED COMPENSATION - REST
STOCK-BASED COMPENSATION - RESTRICTED STOCK UNIT ACTIVITY TABLE (Details) - Restricted stock units - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock-based compensation | ||
Common stock vested (in shares) | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding at December 31, 2014 (in shares) | 261,283 | |
Awarded (in shares) | 0 | |
Common stock issued upon vesting (in shares) | 0 | |
Forfeited (in shares) | (1,312) | |
Outstanding at June 30, 2015 (in shares) | 259,971 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Contractual Life (years) | 1 year 6 months | |
Weighted average remaining recognition period | 2 years | |
Chief Executive Officer | ||
Stock-based compensation | ||
Common stock vested (in shares) | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Common stock issued upon vesting (in shares) | 0 | 0 |
Executive Employees | ||
Stock-based compensation | ||
Vesting period | 4 years | |
Period after which award begins vesting | 1 year | |
Non-Executive Employees | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Awarded (in shares) | 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Long-term Purchase Commitment [Line Items] | |
2016 (October - December) | $ 646 |
2,017 | 808 |
2,018 | 828 |
2019 and thereafter | 4,677 |
Total | $ 6,959 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017USD ($)ft² | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)ft² | Oct. 31, 2016USD ($)ft² | |
Loss Contingencies [Line Items] | ||||
Area of real estate property | ft² | 29,622 | |||
Security deposit | $ 307 | |||
operating leases, landlord reimbursement for lease improvements | $ 889 | |||
operating leases, landlord reimb for lease improvements, additional payments | 444 | |||
Future minimum payments due | 6,959 | |||
Loss on contract termination | $ 2,641 | |||
Contract termination fees payable | $ 1,194 | |||
CJ CheilJedang Corporation | ||||
Loss Contingencies [Line Items] | ||||
Area of real estate property | ft² | 9,874 | |||
Security deposit | $ 103 | |||
Six Hundred Fifty Suffolk Street, Lowell, Massachusetts | ||||
Loss Contingencies [Line Items] | ||||
Area of real estate property | ft² | 13,702 | |||
Operating leases, renewal term | 5 years | |||
Subsidiaries | ||||
Loss Contingencies [Line Items] | ||||
Area of real estate property | ft² | 4,100 |
GEOGRAPHIC INFORMATION - Schedu
GEOGRAPHIC INFORMATION - Schedule of distribution of revenues and long-lived assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Geographic Information | ||
Revenue | $ 324 | $ 157 |
U.S. | ||
Geographic Information | ||
Revenue | 324 | 157 |
Canada | ||
Geographic Information | ||
Revenue | 221 | 212 |
Operating segments | ||
Geographic Information | ||
Revenue | 324 | 157 |
Operating segments | U.S. | ||
Geographic Information | ||
Revenue | 324 | 157 |
Operating segments | Canada | ||
Geographic Information | ||
Revenue | 0 | 0 |
Geography Eliminations | ||
Geographic Information | ||
Revenue | (221) | (212) |
Geography Eliminations | Canada | ||
Geographic Information | ||
Revenue | $ 221 | $ 212 |
GEOGRAPHIC INFORMATION (Narrati
GEOGRAPHIC INFORMATION (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Concentration risk | ||
Revenue earned from the REFABB grant | $ 324 | $ 157 |
US Department of Energy | Sales | ||
Concentration risk | ||
Revenue earned from the REFABB grant | $ 293 | $ 157 |
Concentration risk (as a percent) | 91.00% | 100.00% |
GEOGRAPHIC INFORMATION - Sche38
GEOGRAPHIC INFORMATION - Schedule of geographic distribution (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Geographic Information | ||
Long-lived assets | $ 1,686 | $ 1,739 |
U.S. | ||
Geographic Information | ||
Long-lived assets | 1,686 | 1,739 |
Canada | ||
Geographic Information | ||
Long-lived assets | $ 0 | $ 0 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
May 31, 2016USD ($)production_strain | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Related party transactions | ||||
Revenue from related parties | $ 197 | |||
Due from related party | $ 0 | $ 1 | ||
Tepha Inc | ||||
Related party transactions | ||||
Number of prepaid additional production strains | production_strain | 2 | |||
License revenue | Affiliated entity | ||||
Related party transactions | ||||
Revenue from related parties | $ 850 | |||
Tepha Inc | Affiliated entity | ||||
Related party transactions | ||||
Deferred revenue, additions | $ 2,000 | |||
Tepha Inc | License revenue | Affiliated entity | ||||
Related party transactions | ||||
Due from related party | $ 1 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - USD ($) | Sep. 19, 2016 | Oct. 31, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 07, 2015 |
shares issued during period (in shares) | 275,000 | 275,000 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Preferred shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Private Placement | ||||||
Other commitment | $ 20,000,000 | |||||
Aspire | ||||||
shares issued during period (in shares) | 300,000 | |||||
Stock purchase agreement, default, stock price trigger | $ 0.50 | |||||
Stock Issued | $ 450,000 | |||||
Aspire | Private Placement | ||||||
Other commitment | $ 20,000,000 | $ 20,000,000 | ||||
Term of contractual service agreement | 30 months | |||||
Other Assets | Aspire | ||||||
Deferred cost of product revenue | $ 172,000 |
RESTRUCTURING (Details)
RESTRUCTURING (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Loss on contract termination | $ 2,641 | |
Restructuring Reserve [Roll Forward] | ||
Contract termination fees payable | $ 1,194 | |
Paid through Stock and Equipment | (196) | |
Biopolymer Production Agreements | ||
Restructuring Reserve [Roll Forward] | ||
Employee Severance and Related Costs | (1,251) | |
Paid through Stock and Equipment | (196) | |
Employee Severance and Related Costs | ||
Restructuring Reserve [Roll Forward] | ||
Biopolymer Production Agreements | $ 872 | |
Employee Severance and Related Costs | (456) | |
Paid through Stock and Equipment | 0 | |
Total | 416 | |
Discontinued Operations | Biopolymer Production Agreements | ||
Restructuring Reserve [Roll Forward] | ||
Employee Severance and Related Costs | $ (1,707) |
RESTRUCTURING - Narrative (Deta
RESTRUCTURING - Narrative (Details) $ in Thousands | Sep. 19, 2016shares | Mar. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Jul. 31, 2016employee | Jun. 30, 2016USD ($) |
Restructuring Cost and Reserve [Line Items] | |||||
Target number of employees remaining | employee | 20 | ||||
shares issued during period (in shares) | shares | 275,000 | 275,000 | |||
Biopolymer Production Agreements | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payments for restructuring | $ 1,251 | ||||
Contract Termination [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Stock issued during period, value, new issues | 85 | ||||
Property, plant and equipment, transfers and changes | 111 | ||||
Employee Severance and Related Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payments for restructuring | 456 | ||||
Restructuring reserve, current | 416 | $ 872 | |||
Restructuring reserve | $ 238 | ||||
Discontinued Operations | Biopolymer Production Agreements | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payments for restructuring | $ 1,707 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) $ in Thousands | Sep. 16, 2016USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Gain (loss) on disposal | $ (9,868) |
CJ CheilJedang Corporation | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Purchase price | 10,000 |
Other Parties | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Purchase price | 0 |
Gain (loss) on disposal | $ 35 |
DISCONTINUED OPERATION (Details
DISCONTINUED OPERATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total loss from discontinued operations | $ 0 | $ (2,958) |
Metabolix GmbH | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenue | 518 | |
Cost of product revenue | 117 | |
Research and development | 2,904 | |
Selling, general and administrative | 455 | |
Total costs and expenses | 3,476 | |
Total loss from discontinued operations | $ (2,958) |
DISCONTINUED OPERATIONS -Non-ca
DISCONTINUED OPERATIONS -Non-cash operating items (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Non-cash operating items: | ||
Depreciation | $ 53 | $ 122 |
Charge for 401(k) company common stock match | 23 | 155 |
Stock-based compensation | 264 | 591 |
Investing items: | ||
Purchase of property and equipment | $ 0 | 161 |
Metabolix GmbH | ||
Non-cash operating items: | ||
Depreciation | 101 | |
Charge for 401(k) company common stock match | 77 | |
Stock-based compensation | 163 | |
Investing items: | ||
Purchase of property and equipment | $ 136 |