Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 28, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CODEXIS INC | ||
Entity Central Index Key | 1,200,375 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 41,382,691 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 114.2 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 19,240 | $ 23,273 |
Accounts receivable, net of allowances of $421 at December 31, 2016 and 2015 | 5,924 | 7,329 |
Inventories | 825 | 992 |
Prepaid expenses and other assets, current | 1,238 | 1,245 |
Total current assets | 27,227 | 32,839 |
Restricted cash | 1,624 | 787 |
Marketable securities | 1,142 | 1,549 |
Property and equipment, net | 2,155 | 3,109 |
Intangible assets, net | 0 | 2,812 |
Goodwill | 3,241 | 3,241 |
Other assets, non-current | 259 | 310 |
Total assets | 35,648 | 44,647 |
Current liabilities: | ||
Accounts payable | 4,232 | 3,399 |
Accrued compensation | 4,314 | 3,331 |
Other accrued liabilities | 2,111 | 2,013 |
Deferred revenues | 1,710 | 6,098 |
Total current liabilities | 12,367 | 14,841 |
Deferred revenues, net of current portion | 1,066 | 3,120 |
Lease incentive obligation, net of current portion | 885 | 1,310 |
Other liabilities | 2,231 | 2,497 |
Total liabilities | 16,549 | 21,768 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value per share; 5,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value per share; 100,000 shares authorized; 41,255 and 40,343 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 4 | 4 |
Additional paid-in capital | 311,164 | 305,981 |
Accumulated other comprehensive income | 0 | 405 |
Accumulated deficit | (292,069) | (283,511) |
Total stockholders’ equity | 19,099 | 22,879 |
Total liabilities and stockholders’ equity | $ 35,648 | $ 44,647 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 421 | $ 421 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (shares) | 41,255,000 | 40,343,000 |
Common stock, shares outstanding (shares) | 41,255,000 | 40,343,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | |||
Product sales | $ 15,321 | $ 11,376 | $ 13,064 |
Research and development revenues | 31,316 | 25,599 | 14,945 |
Revenue sharing arrangement | 2,200 | 4,829 | 7,298 |
Total revenues | 48,837 | 41,804 | 35,307 |
Costs and operating expenses: | |||
Cost of product sales | 9,753 | 6,586 | 9,726 |
Research and development | 22,229 | 20,673 | 22,755 |
Selling, general and administrative | 25,419 | 22,315 | 21,937 |
Total costs and operating expenses | 57,401 | 49,574 | 54,418 |
Loss from operations | (8,564) | (7,770) | (19,111) |
Interest income | 60 | 19 | 18 |
Other expense | (94) | (168) | (234) |
Loss before income taxes | (8,598) | (7,919) | (19,327) |
Benefit from income taxes | (40) | (338) | (256) |
Net loss | $ (8,558) | $ (7,581) | $ (19,071) |
Net loss per share of common stock, basic and diluted (usd per share) | $ (0.21) | $ (0.19) | $ (0.50) |
Weighted average common shares used in computing net loss per share of common stock, basic and diluted (shares) | 40,629 | 39,438 | 38,209 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (8,558) | $ (7,581) | $ (19,071) | |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on marketable securities, net of tax | [1] | (405) | 547 | (110) |
Other comprehensive income (loss) | (405) | 547 | (110) | |
Total comprehensive loss | $ (8,963) | $ (7,034) | $ (19,181) | |
[1] | Net of benefit from income taxes of $0, $314, and $0 in 2016, 2015 and 2014, respectively. |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Tax benefit on unrealized gain (loss) of marketable securities | $ 0 | $ 314 | $ 0 |
Consolidated Statements Stockho
Consolidated Statements Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (shares) at Dec. 31, 2013 | 38,351 | ||||
Beginning balance at Dec. 31, 2013 | $ 41,483 | $ 4 | $ 298,370 | $ (32) | $ (256,859) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (shares) | 146 | ||||
Exercise of stock options | 195 | 195 | |||
Cancellation of shares (shares) | (456) | ||||
Cancellation of shares | (806) | (806) | |||
Release of stock awards (shares) | 1,522 | ||||
Employee stock-based compensation | 4,608 | 4,608 | |||
Non-employee stock-based compensation | 12 | 12 | |||
Total comprehensive loss | (19,181) | (110) | (19,071) | ||
Ending balance (shares) at Dec. 31, 2014 | 39,563 | ||||
Ending balance at Dec. 31, 2014 | 26,311 | $ 4 | 302,379 | (142) | (275,930) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (shares) | 172 | ||||
Exercise of stock options | 289 | 289 | |||
Cancellation of shares (shares) | (444) | ||||
Cancellation of shares | (1,813) | (1,813) | |||
Release of stock awards (shares) | 1,052 | ||||
Employee stock-based compensation | 5,122 | 5,122 | |||
Non-employee stock-based compensation | 4 | 4 | |||
Total comprehensive loss | (7,034) | 547 | (7,581) | ||
Ending balance (shares) at Dec. 31, 2015 | 40,343 | ||||
Ending balance at Dec. 31, 2015 | $ 22,879 | $ 4 | 305,981 | 405 | (283,511) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (shares) | 398 | 398 | |||
Exercise of stock options | $ 1,034 | 1,034 | |||
Cancellation of shares (shares) | (397) | ||||
Cancellation of shares | (1,524) | (1,524) | |||
Release of stock awards (shares) | 911 | ||||
Employee stock-based compensation | 5,673 | 5,673 | |||
Total comprehensive loss | (8,963) | (405) | (8,558) | ||
Ending balance (shares) at Dec. 31, 2016 | 41,255 | ||||
Ending balance at Dec. 31, 2016 | $ 19,099 | $ 4 | $ 311,164 | $ 0 | $ (292,069) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | |||
Net loss | $ (8,558) | $ (7,581) | $ (19,071) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Amortization of intangible assets | 2,812 | 3,374 | 3,374 |
Depreciation and amortization of property and equipment | 1,734 | 2,035 | 3,311 |
Stock-based compensation | 5,673 | 5,126 | 4,620 |
Accretion of premium on marketable securities | 0 | 0 | 2 |
Loss (gain) on disposal of property and equipment | (42) | 32 | 24 |
Impairment of property and equipment | 0 | 0 | 1,841 |
Gain on sale of Hungarian subsidiary | 0 | 0 | (760) |
Loss on disposal and exchange of assets held for sale, net | 0 | 0 | 87 |
Change in fair value of assets held for sale | 0 | 0 | 698 |
Income tax benefit related to marketable securities | 0 | (314) | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,405 | (3,459) | 1,587 |
Inventories | 167 | 403 | 92 |
Prepaid expenses and other current assets | 7 | 10 | (339) |
Restricted cash | (841) | 0 | 0 |
Other assets | 52 | (16) | (78) |
Accounts payable | 942 | (1,274) | 713 |
Accrued compensation | 983 | 385 | (530) |
Other accrued liabilities | (593) | (1,062) | 555 |
Deferred revenues | (6,442) | 1,908 | 4,195 |
Net cash (used in) provided by operating activities | (2,701) | (433) | 321 |
Investing activities: | |||
Purchase of property and equipment | (888) | (1,199) | (302) |
Proceeds from disposal of property and equipment | 42 | 18 | 167 |
Proceeds from sale of Hungarian subsidiary | 0 | 0 | 1,500 |
Proceeds from sale of assets held for sale | 0 | 0 | 282 |
Proceeds from sale of marketable securities | 0 | 0 | 3,000 |
Change in restricted cash | 4 | (76) | 0 |
Net cash (used in) provided by investing activities | (842) | (1,257) | 4,647 |
Financing activities: | |||
Proceeds from exercises of stock options | 1,034 | 289 | 195 |
Proceeds from issuance of common stock, net of issuance costs | 0 | 0 | 9 |
Taxes paid related to net share settlement of equity awards | (1,524) | (1,813) | (815) |
Net cash used in financing activities | (490) | (1,524) | (611) |
Net increase (decrease) in cash and cash equivalents | (4,033) | (3,214) | 4,357 |
Cash and cash equivalents at the beginning of the year | 23,273 | 26,487 | 22,130 |
Cash and cash equivalents at the end of the year | 19,240 | 23,273 | 26,487 |
Supplemental cash flow disclosures: | |||
Cash paid for income taxes | 5 | 8 | 15 |
Equipment in property and equipment transferred from assets held for sale | $ 0 | $ 0 | $ (333) |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Description of Business [Abstract] | |
Description of Business | Description of Business In these notes to the consolidated financial statements, the “Company,” “we,” “us,’” and “our” refers to Codexis, Inc. and its subsidiaries on a consolidated basis. We discover, develop and sell proteins that deliver value to our clients in a growing set of industries. We view proteins as a vast untapped source of value-creating materials, and we are using our proven technologies, which have been continuously improved over our fifteen year history, to commercialize an increasing number of novel proteins, both as proprietary Codexis products and in partnership with our customers. Many companies have historically used naturally occurring proteins to produce or enhance goods used in everyday life. Despite the growing number of commercial applications of naturally occurring proteins across many industries, the inherent limitations of naturally-occurring proteins frequently restrict their commercial use. Through the application of our proprietary CodeEvolver ® protein engineering technology platform, we are able to engineer novel proteins to overcome these restrictions, thereby adding value or opening up new prospects for our potential clients’ products, processes or businesses. We have developed new proteins that are significantly more stable and/or active in our commercial applications than proteins derived from nature. We are a pioneer in the harnessing of computational technologies to drive biology advancements. Over the last fifteen years, we have made substantial investments in the development of our CodeEvolver ® protein engineering technology platform, the primary source of our competitive advantage. Our technology platform is powered by proprietary, artificial intelligence-based, computational algorithms that rapidly mine our large and continuously growing library of protein variants’ performance attributes. These computational outputs enable increasingly reliable predictions for next generation protein variants to be engineered, enabling delivery of targeted performance enhancements in a time-efficient manner. In addition to its computational prowess, our CodeEvolver ® protein engineering technology platform integrates additional modular competencies, including robotic high-throughput screening and genomic sequencing, organic chemistry and process development which are all coordinated to create our novel protein innovations. We use our CodeEvolver ® protein engineering technology platform to engineer custom enzymes. Most of our custom enzymes are intended for use as biocatalysts or protein catalysts. In simple terms, our protein catalysts can accelerate and/or improve yields of chemical reactions. We use our CodeEvolver ® protein engineering technology platform to develop novel enzymes that enable industrial biocatalytic reactions and fermentations. Our technology platform has enabled commercially viable products and processes for the manufacture of pharmaceutical intermediates and active ingredients and fine chemicals. Our approach to develop commercially viable biocatalytic manufacturing processes begins by conceptually designing the most cost-effective and practical process for a targeted product. We then develop optimized protein catalysts to enable that process design, using our CodeEvolver ® protein engineering platform technology. Engineered protein catalyst candidates - many thousands for each protein engineering project - are then rapidly screened and validated in high throughput under relevant manufacturing operating conditions. This approach results in an optimized protein catalyst enabling cost-efficient processes that typically are relatively simple to run in conventional manufacturing equipment. This also allows for the efficient technical transfer of our process to our manufacturing partners. The successful embodiment of our CodeEvolver ® protein engineering technology platform in commercial manufacturing processes requires well-integrated expertise in a number of technical disciplines. In addition to those directly involved in practicing our CodeEvolver ® protein engineering platform technology, such as molecular biology, enzymology, microbiology, cellular engineering, metabolic engineering, bioinformatics, biochemistry and high throughput analytical chemistry, our process development projects also involve integrated expertise in organic chemistry, chemical process development, chemical engineering, fermentation process development and fermentation engineering. Our integrated, multi-disciplinary approach to biocatalyst and process development is a critical success factor for our company. We initially commercialized our CodeEvolver ® protein engineering technology platform and products in the pharmaceuticals market, which remains our primary business focus. Our customers, which include several large global pharmaceutical companies, use our technology, products and services in their manufacturing processes and process development. We have also used the technology to develop protein catalysts for use in the fine chemicals market. The fine chemicals market consists of several large market verticals, including food and food ingredients, animal feed, flavors, fragrances, and agricultural chemicals. More recently, we are also using the CodeEvolver ® protein engineering technology platform to develop early stage, novel biotherapeutic product candidates, both for our customers and for our own business, most notably our lead program for the potential treatment of PKU in humans. PKU is an inherited metabolic disorder in which the enzyme that converts the essential amino acid phenylalanine into tyrosine is deficient. We have also used our technology to develop an enzyme for customers using NGS and PCR/qPCR for in vitro molecular diagnostic and genomic research applications. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and include the accounts of Codexis, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. We regularly assess these estimates which primarily affect revenue recognition, accounts receivable, inventories, the valuation of marketable securities, assets held for sale, intangible assets, goodwill arising out of business acquisitions, accrued liabilities, stock awards and the valuation allowances associated with deferred tax assets. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements. Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of evaluating financial performance. We have one business activity and there are no segment managers who are held accountable for operations, operating results beyond revenue goals or plans for levels or components below the consolidated unit level. Accordingly, we have a single reporting segment. Foreign Currency Translation The United States dollar is the functional currency for our operations outside the United States. Accordingly, nonmonetary assets and liabilities originally acquired or assumed in other currencies are recorded in United States dollars at the exchange rates in effect at the date they were acquired or assumed. Monetary assets and liabilities denominated in other currencies are translated into United States dollars at the exchange rates in effect at the balance sheet date. Translation adjustments are recorded in other expense in the consolidated statements of operations. Gains and losses realized from non-U.S. dollar transactions, including intercompany balances not considered as permanent investments, denominated in currencies other than an entity’s functional currency, are included in other expense in the consolidated statements of operations. Revenue Recognition We recognize revenue from the sale of our products, collaborative research and development agreements and revenue sharing arrangements. Revenue is recognized when the related costs are incurred and the four basic criteria of revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Where the revenue recognition criteria are not met, we defer the recognition of revenue by recording deferred revenue until such time that all criteria of revenue recognition are met. We account for multiple element arrangements, such as license and platform technology transfer agreements in which a licensee may purchase several deliverables, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 605-25, “Multiple Element Arrangements.” For new or materially amended multiple element arrangements, we identify the deliverables at the inception of the arrangement and each deliverable within a multiple deliverable revenue arrangement is accounted for as a separate unit of accounting if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis and (2) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. Revenue allocated to each element is then recognized based on when the basic four revenue recognition criteria are met for each element. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as revenue ratably over the term of our estimated performance period under the agreement. We determine the estimated performance periods, and they are periodically reviewed based on the progress of the related program. The effect of any change made to an estimated performance period and, therefore, to revenue recognized, would occur on a prospective basis in the period that the change was made. Product Sales Product sales consist of sales of protein catalysts, pharmaceutical intermediates, and Codex ® Biocatalyst Panels and Kits. Product sales are recognized once passage of title and risk of loss has occurred and contractually specified acceptance criteria, if any, have been met, provided all other revenue recognition criteria have also been met. Shipping and handling costs charged to customers are recorded as revenue. Research and Development Revenues Research and development agreements typically provide us with multiple revenue streams, including: research services fees for full time employee (“FTE”) research services, up-front licensing fees, technology access, contingent payments upon achievement of contractual criteria, and royalty fees based on the licensee’s product sales or cost savings achieved by our customers. We perform research and development activities as specified in each respective customer agreement. Payments for services received are not refundable. Certain research agreements are based on a contractual reimbursement rate per FTE working on the project. We recognize revenue from research services as those services are performed over the contractual performance periods. When up-front payments are combined with FTE services in a single unit of accounting, we recognize the up-front payments using the proportionate performance method of revenue recognition based upon the actual amount of research labor hours incurred relative to the amount of the total expected labor hours to be incurred by us, up to the amount of cash received. In cases where the planned levels of research services fluctuate substantially over the research term, we are required to make estimates of the total hours required to perform our obligations. We recognize revenue from non-refundable, up-front license fees or technology access payments that are not dependent on any future performance by us when such amounts are earned. If we have continuing obligations to perform under the arrangement, such fees are recognized over the estimated period of continuing performance obligation. Estimated performance periods are periodically reviewed based on the progress of the related program. The effect of any change made to an estimated performance period, and therefore to revenue recognized, would occur on a prospective basis in the period that the change was made. A payment that is contingent upon the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved. A milestone is an event (i) that can only be achieved based in whole or in part on either our performance or on the occurrence of a specific outcome resulting from our performance, (ii) for which there is, as of the date the arrangement is entered into, substantive uncertainty that the event will be achieved and (iii) results in additional payments being due to us. Milestones are considered substantive when the consideration earned from the achievement of the milestone (i) is commensurate with either our performance to achieve the milestone or the enhancement of the value of the item delivered as a result of a specific outcome resulting from its performance, (ii) relates solely to past performance and (iii) is reasonable relative to all deliverable and payment terms in the arrangement. We recognize revenue from other payments received which are contingent solely upon the passage of time or the result of a customer’s performance when earned in accordance with the contract terms and when such payments can be reasonably estimated and collectability of such payments is reasonably assured. We recognize revenue from royalties based on licensees’ sales of our products or products using our technologies. Royalties are recognized as earned in accordance with the contract terms when royalties from licensees can be reasonably estimated and collectability is reasonably assured. For the majority of our royalty revenue, estimates are made using notification of the sale of licensed products from the licensees. Revenue Sharing Arrangement We recognize revenue from a revenue sharing arrangement based upon sales of licensed products by our revenue sharing partner Exela PharmSci, Inc. (“Exela”) (see Note 14 - Related Party Transactions ). We recognize revenue net of product and selling costs upon notification from our revenue sharing partner of our portion of net profit based on the contractual percentage from the sale of licensed product. Sales Allowances Sales allowances primarily relate to product returns and prompt pay sales discounts, and are recorded in the same period that the related revenue is recognized, resulting in a reduction in product sales. Cost of Product Sales Cost of product sales comprises both internal and third party fixed and variable costs including materials and supplies, labor, facilities and other overhead costs associated with our product sales. Shipping costs are included in our cost of product sales. Such charges were not significant in any of the periods presented. Cost of Research and Development Services Research and development expenses related to FTE services under the research and development agreements approximate the research funding over the term of the respective agreements and are included in research and development expense. Research and Development Expenses Research and development expenses consist of costs incurred for internal projects as well as partner-funded collaborative research and development activities. These costs include our direct and research-related overhead expenses, which include salaries and other personnel-related expenses (including stock-based compensation), occupancy-related costs, supplies, depreciation of facilities and laboratory equipment and amortization of acquired technologies, as well as external costs, and are expensed as incurred. Costs to acquire technologies that are utilized in research and development and that have no alternative future use are expensed when incurred. Advertising Advertising costs are expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations. Advertising costs were $0.5 million in 2016 , $0.3 million in 2015 and $0.3 million in 2014 . Stock-Based Compensation We use the Black-Scholes-Merton option pricing model to estimate the fair value of options granted under our equity incentive plans. The Black-Scholes-Merton option pricing model requires the use of assumptions, including the expected term of the award and the expected stock price volatility. We have, due to insufficient historical data, used the “simplified method,” as described in Staff Accounting Bulletin No. 107, “Share-Based Payment,” to determine the expected term of all stock options granted from the inception of our equity plans through the first half of 2015. Beginning in the third quarter of 2015, we believe we have sufficient historical data to calculate expected terms for stock options granted. Thus, the expected term was based on historical exercise behavior on similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. We used historical volatility to estimate expected stock price volatility. The risk-free rate assumption was based on United States Treasury instruments whose terms were consistent with the expected term of the stock options. The expected dividend assumption was based on our history and expectation of dividend payouts. Restricted Stock Units (“RSUs”), Restricted Stock Awards (“RSAs”) and performance-contingent restricted stock units (“PSUs”) were measured based on the fair market values of the underlying stock on the dates of grant. PSUs awarded may be conditional upon the attainment of one or more performance objectives over a specified period. At the end of the performance period, if the goals are attained, the awards are granted. Stock-based compensation expense was calculated based on awards ultimately expected to vest and was reduced for estimated forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differed from those estimates. The estimated annual forfeiture rates for stock options, RSUs, PSUs, and RSAs are based on historical forfeiture experience. The estimated fair value of stock options, RSUs and RSAs is expensed on a straight-line basis over the vesting term of the grant and the estimated fair value of PSUs is expensed using an accelerated method over the term of the award once management has determined that it is probable that the performance objective will be achieved. Compensation expense is recorded over the requisite service period based on management’s best estimate as to whether it is probable that the shares awarded are expected to vest. Management assesses the probability of the performance milestones being met on a continuous basis. We have not recognized, and do not expect to recognize in the near future, any income tax benefit related to employee stock-based compensation expense as a result of the full valuation allowance on our deferred tax assets including deferred tax assets related to our net operating loss carryforwards. Restructuring Costs We apply applicable accounting guidance on accounting for costs associated with restructuring, including exit or disposal activities, which requires that a liability for costs associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred. Our restructuring activities have primarily been related to severance, benefits and related personnel costs and facility closing costs. Cash and Cash Equivalents We consider all highly liquid investments with maturity dates of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds. The majority of cash and cash equivalents is maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits. Cash and cash equivalents totaled $19.2 million and was comprised of cash of $8.1 million and money market funds of $11.2 million at December 31, 2016 . Cash and cash equivalents totaled $23.3 million and were comprised of cash of $12.2 million and money market funds of $11.1 million at December 31, 2015 . Restricted Cash In 2016, we began the process of liquidating our India subsidiary. The local legal requirements for liquidation required us to maintain our subsidiary's cash balance in an account managed by a legal trustee to satisfy our financial obligations. This balance is recorded as non-current restricted cash on the consolidated balance sheets and totaled $0.8 million at December 31, 2016 . In addition, pursuant to the terms of the lease agreement for our Redwood City, CA facilities, our letters of credit are collateralized by deposit balances of $0.8 million as of December 31, 2016 and 2015, which is recorded as non-current restricted cash on the consolidated balance sheets (see Note 13, "Commitments and Contingencies" for details). Marketable Securities We invest in equity securities and we classify those investments as available-for-sale. These securities are carried at estimated fair value (see Note 5 - Cash Equivalents and Marketable Securities ) with unrealized gains and losses included in accumulated other comprehensive loss in stockholders’ equity. Available-for-sale equity securities with remaining maturities of greater than one year or which we currently do not intend to sell are classified as long-term. We review several factors to determine whether a loss is other-than-temporary. These factors include but are not limited to: the intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value, the length of time and the extent to which the market value of the investment has been less than cost and the financial condition and near-term prospects of the issuer. Unrealized losses are charged against “Other expense” when a decline in fair value is determined to be other-than-temporary. No charge for the other-than-temporary impairment has been recorded in any of the periods presented. Amortization of purchase premiums and accretion of purchase discounts and realized gains and losses of debt securities are included in interest income. The cost of securities sold is based on the specific-identification method. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and we consider counterparty credit risk in our assessment of fair value. Carrying amounts of financial instruments, including cash equivalents, marketable investments, accounts receivable, accounts payable and accrued liabilities, approximate their fair values as of the balance sheet dates because of their generally short maturities. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: • Level 1: Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2: Inputs that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. See Note 6 - Fair Value Measurements to our consolidated financial statements. Accounts Receivable and Allowance for Doubtful Accounts We currently sell primarily to pharmaceutical companies throughout the world by the extension of trade credit terms based on an assessment of each customer’s financial condition. Trade credit terms are generally offered without collateral and may include a discount for prompt payment for specific customers. To manage our credit exposure, we perform ongoing evaluations of our customers’ financial conditions. In addition, accounts receivable includes amounts owed to us under our collaborative research and development agreements. We recognize accounts receivable at invoiced amounts and we maintain a valuation allowance for doubtful accounts. We estimate an allowance for doubtful accounts through specific identification of potentially uncollectible accounts receivable based on an analysis of our accounts receivable aging. Uncollectible accounts receivable are written off against the allowance for doubtful accounts when all efforts to collect them have been exhausted. Recoveries are recognized when they are received. Actual collection losses may differ from our estimates and could be material to our consolidated financial position, results of operations, and cash flows. Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, marketable securities, and restricted cash. Cash that is not required for immediate operating needs is invested principally in money market funds. Cash and cash equivalents are invested through banks and other financial institutions in the United States, India and Netherlands. Such deposits in those countries may be in excess of insured limits. Inventories Inventories are stated at the lower of cost or market value. Cost is determined using a weighted-average approach, assuming full absorption of direct and indirect manufacturing costs, based on our product capacity utilization assumptions. If inventory costs exceed expected market value due to obsolescence or lack of demand, reserves are recorded for the difference between the cost and the estimated market value. These reserves are determined based on significant estimates. Concentrations of Supply Risk We rely on a limited number of suppliers for our products. We believe that other vendors would be able to provide similar products; however, the qualification of such vendors may require substantial start-up time. In order to mitigate any adverse impacts from a disruption of supply, we attempt to maintain an adequate supply of critical single-sourced materials. For certain materials, our vendors maintain a supply for us. We outsource the large scale manufacturing of our products to contract manufacturers with facilities in Austria and Italy. Property and Equipment Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their estimated useful lives as follows: Asset classification Estimated useful life Laboratory equipment 5 years Computer equipment and software 3 to 5 years Office equipment and furniture 5 years Leasehold improvements Lesser of useful life or lease term Property and equipment classified as construction in process includes equipment that has been received but not yet placed in service. Normal repairs and maintenance costs are expensed as incurred. Intangible Assets Our intangible assets are finite-lived and consist of customer relationships, developed core technology, and the intellectual property (“IP”) rights associated with the acquisition of Maxygen Inc.’s (“Maxygen”) directed evolution technology in 2010. Intangible assets were recorded at their fair values at the date we acquired the assets and, for those assets having finite useful lives, are amortized using the straight-line method over their estimated useful lives. Impairment of Long-Lived Assets Our long-lived assets include property and equipment and intangible assets. We determined that we have a single entity wide asset group ("Asset Group"). The directed evolution technology patent portfolio acquired from Maxygen ("Core IP") is the most significant component of the Asset Group since it is the base technology for all aspects of our research and development activities, and represents the basis for all of our identifiable cash flow generating capacity. Consequently, we do not believe that identification of independent cash flows associated with long-lived assets is currently possible at any lower level than the Asset Group. The carrying value of our long-lived assets in the Asset Group may not be recoverable based upon the existence of one or more indicators of impairment which could include: a significant decrease in the market price of our common stock; current period cash flow losses or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the assets; slower growth rates in our industry; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the assets; loss of significant customers or partners; or the current expectation that the assets will more likely than not be sold or disposed of significantly before the end of their estimated useful life. We evaluate recoverability of intangible assets based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the Asset Group. We make estimates and judgments about the future undiscounted cash flows over the remaining useful life of the Asset Group. Our anticipated future cash flows include our estimates of existing or in process product sales, production and operating costs, future capital expenditures, working capital needs, and assumptions regarding the ultimate sale of the Asset Group at the end of the life of the primary asset. The useful life of the Asset Group was based on the estimated useful life of the Core IP, the primary asset at the time of acquisition. There has been no change in the estimated useful life of the Asset Group. Although our cash flow forecasts are based on assumptions that are consistent with our plans, there is significant judgment involved in determining the cash flows attributable to the Asset Group over its estimated remaining useful life. The Core IP became fully amortized in 2016 and there are no finite-lived intangible assets with a net carrying value on our consolidated balance sheet as of December 31, 2016 . As a result of our decision to terminate the detergent alcohol program during 2014, we performed an analysis to estimate cash flows from equipment used in potential strategic transactions with respect to our CodeXyme ® cellulase enzymes and CodeXol ® detergent alcohol programs. Based on this analysis we determined there were no future cash flows and recognized a $1.8 million impairment charge in 2014, which is reflected in research and development expense. Goodwill We determined that we operate in one operating segment and reporting unit under the criteria in ASC 280, “Segment Reporting.” Accordingly, our review of goodwill impairment indicators is performed at the consolidated level. We review goodwill impairment annually at each fiscal year end and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The goodwill impairment test consists of a two-step process. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, and the second step of the impairment test is not required. We use our market capitalization as an indicator of fair value. We believe that since our reporting unit is publicly traded, the ability of a controlling stockholder to benefit from synergies and other intangible assets that arise from control might cause the fair value of our reporting unit as a whole to exceed its market capitalization. In addition, we believe that the fair value measurement need not be based solely on the quoted market price of an individual share of our common stock, but also can consider the impact of a control premium in measuring the fair value of its reporting unit. If we were to use an income approach, it would establish a fair value by estimating the present value of our projected future cash flows expected to be generated from our business. The discount rate applied to the projected future cash flows to arrive at the present value would be intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. Our discounted cash flow methodology would consider projections of financial performance for a period of several years combined with an estimated residual value. The most significant assumptions we would use in a discounted cash flow methodology are the discount rate, the residual value and expected future revenue, gross margins and operating costs, along with considering any implied control premium. Should our market capitalization be less than total stockholders’ equity as of our annual test date or as of any interim impairment testing date, we would also consider market comparables, recent trends in our stock price over a reasonable period and, if appropriate, use an income approach to determine whether the fair value of our reporting unit is greater than the carrying amount. The second step, if required, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. Implied fair value is the excess of the fair value of the reporting unit over the fair value of all identified assets and liabilities. We base our fair value estimates on assumptions we believe to be reasonable. Actual future results may differ from those estimates. Goodwill represents the excess of cost over the fair value of net assets acquired in a business combination. Goodwill is not amortized. We tested goodwill for impairment at December 31, 2016 and concluded that the fair value of the reporting unit exceeded the carrying value and therefore no impairment existed. During 2016 , 2015 and 2014 , we did not record impairment charges related to goodwill. Income Taxes We account for income taxes using the asset and liability approach. Under this approach, deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using enacted tax rates and tax laws in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are provided against deferred tax assets that are not likely to be realized. We make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits and deductions and in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expenses for tax and financial statement purposes. Significant changes to these estimates may result in an increase or decrease to our tax provision in a subsequent period. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized on a jurisdiction by jurisdiction basis. The ultimate realization of deferred tax assets is dependent upon the generation of taxable income in the future. We have recorded a valuation allowance against these deferred tax assets in jurisdictions where ultimate realization of deferred tax assets is deemed more likely than not to occur. As of December 31, 2016, we maintain a full valuation allowance in all jurisdictions against the net deferred tax assets as we believe that it is more likely than not that the majority of deferred tax assets will not be realized. We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding, less RSAs subject to forfeiture. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding, less RSAs subject to forfeiture, plus all additional common shares that would have been outstanding, assuming dilutive potential common shares had been issued for other dilutive securities. For all periods presented, diluted and basic net loss per share were identical since potential common shares were excluded from the calculation, as their effect was anti-dilutive. Anti-Dilutive Securities In periods of net loss, the weighted average number of shares outstanding related to potentially dilutive securities, prior to the application of the treasury stock method, are excluded from the computation of diluted net loss per common share because including such shares would have an anti-dilutive effect. The following shares were not included in the computation of diluted net loss per share (in thousands): Years Ended December 31, 2016 2015 2014 Shares issuable under Equity Incentive Plan 5,567 5,932 6,193 Shares issuable upon the conversion of warrants 73 75 75 Total anti-dilutive securities 5,640 6,007 6,268 |
Collaborative Arrangements
Collaborative Arrangements | 12 Months Ended |
Dec. 31, 2016 | |
Research and Development [Abstract] | |
Collaborative Arrangements | Collaborative Arrangements GSK Platform Technology Transfer, Collaboration and License Agreement In July 2014, we entered into a CodeEvolver ® platform technology transfer collaboration and license agreement (the “GSK CodeEvolver ® Agreement”) with GlaxoSmithKline (“GSK”). Pursuant to the terms of the agreement, we granted GSK a non-exclusive license to use the CodeEvolver ® protein engineering technology platform to develop novel enzymes for use in the manufacture of GSK's pharmaceutical and health care products. We received a $6.0 million up-front licensing fee upon signing the GSK CodeEvolver ® Agreement and subsequently a $5.0 million non-creditable, non-refundable milestone payment upon achievement of the first milestone in 2014. In September 2015, we achieved the second milestone of the agreement and earned milestone revenue of $6.5 million . In April 2016, we completed the full transfer of the CodeEvolver ® protein engineering platform technology and earned milestone revenue of $7.5 million , for which payment was received in June 2016. We also have the potential to receive additional contingent payments that range from $5.75 million to $38.5 million per project based on GSK’s successful application of the licensed technology. The contingent payments are not deemed substantive milestones due to the fact that the achievement of the event underlying the payment predominantly relates to GSK’s performance of future development and commercialization activities. In the third quarter of 2016, we earned and recognized the first contingent payment under the agreement related to the development of an enzyme for an already-commercialized product. In addition, we are eligible to receive royalties based on net sales, if any, of a limited set of products developed by GSK using the CodeEvolver ® protein engineering technology platform. The term of the GSK CodeEvolver ® Agreement continues, unless earlier terminated, until the expiration of all payment obligations under the GSK CodeEvolver ® Agreement. GSK can terminate the GSK CodeEvolver ® Agreement by providing 90 days written notice to us. Under the GSK CodeEvolver ® Agreement, the significant deliverables were determined to be the license, platform technology transfer, and contingent obligation to supply GSK with enzymes manufactured by us at GSK’s expense. We determined that the license did not have stand-alone value. In addition, we determined that the license and the platform technology transfer and our participation in joint steering committee activities in connection with the platform technology transfer represent a single unit of accounting. Our participation in the joint steering committee does not represent a separate unit of accounting because GSK could not negotiate for and/or acquire these services from other third parties and our participation on the joint steering committee is coterminous with the technology transfer period. Amounts to be received under the supply arrangement, if any, described above will be recognized as revenue to the extent GSK purchases enzymes from us. The up-front license fee of $6.0 million was being recognized ratably over the technology transfer period of three years since July 2014. As the technology transfer was completed earlier than anticipated, we recognized license fees of $3.0 million and $2.0 million , respectively, in 2016 and 2015 , as collaborative research and development revenue. As of December 31, 2015 , we had deferred revenue from GSK related to the up-front license of $3.0 million . As of December 31, 2016 , all of the deferred revenue from GSK has been recognized upon completion of technology transfer. Merck Platform Technology Transfer and License Agreement In August 2015, we entered into a CodeEvolver ® platform technology transfer and license agreement (the "Merck CodeEvolver ® Agreement") with Merck. The Merck CodeEvolver ® Agreement allows Merck to use the CodeEvolver ® protein engineering technology platform in the field of human and animal healthcare. We received a $5.0 million up-front license fee upon execution of the Merck CodeEvolver ® Agreement, which was being recognized ratably over the estimated platform technology transfer period of two years . In September 2015, we achieved the first milestone under the Merck CodeEvolver ® Agreement and earned milestone revenue of $5.0 million . In September 2016, we completed the full transfer of the engineering platform technology and earned milestone revenue of $8.0 million . We received the $8.0 million milestone payment in the fourth quarter of 2016. We also have the potential to receive payments of up to a maximum of $15.0 million for each commercial active pharmaceutical ingredient ("API") that is manufactured by Merck using one or more novel enzymes developed by Merck using the CodeEvolver ® protein engineering technology platform. Under the terms of the Merck CodeEvolver ® Agreement, we granted to Merck a non-exclusive worldwide license to use the CodeEvolver ® protein engineering technology platform to research, develop and manufacture novel enzymes for use by Merck in its internal research programs ("Merck Non-Exclusive Field"). The license to Merck is exclusive for the research, development and manufacture of novel enzymes for use by Merck in the chemical synthesis of therapeutic products owned or controlled by Merck ("Merck Exclusive Field"). Merck has the right to grant sublicenses to affiliates of Merck and, in certain limited circumstances, to third parties. We also granted to Merck a license to make or have made products manufactured using the CodeEvolver ® protein engineering technology platform with a right to grant sublicenses solely to affiliates of Merck, contract manufacturing organizations and contract research organizations. The manufacturing license is exclusive in the Merck Exclusive Field and non-exclusive in the Merck Non-Exclusive Field. The licenses are subject to certain limitations based on pre-existing contractual obligations that apply to the technology and intellectual property that are the subject of the license grants. The licenses do not permit the use of the CodeEvolver ® protein engineering technology platform to discover any therapeutic enzyme, diagnostic product or vaccine. In addition, Merck is prohibited from using the CodeEvolver ® protein engineering technology platform to develop or produce enzymes or any other compounds for or on behalf of any third parties except in a very limited manner when Merck divests a therapeutic product that is manufactured using an enzyme developed using the CodeEvolver ® protein engineering technology platform. Under the Merck CodeEvolver ® Agreement, we transferred the CodeEvolver ® protein engineering technology platform to Merck over the period from August 2015 through September 2016. As part of this technology transfer, we provided to Merck our proprietary enzymes, proprietary protein engineering protocols and methods, and proprietary software algorithms. The licenses to Merck are granted under patents, patent applications and know-how that we own or control as of the effective date of the Merck CodeEvolver ® Agreement and that cover the CodeEvolver ® protein engineering technology platform. Any improvements to the CodeEvolver ® protein engineering technology platform during the technology transfer period are also included in the license grants from Codexis to Merck. Following the technology transfer period, Merck can exercise annual options that, upon payment of certain option fees, would extend Merck's license to include certain improvements to the CodeEvolver ® protein engineering technology platform that arise during the three-year period that begins at the end of the technology transfer period. Under the Merck CodeEvolver ® Agreement, we own any improvements to our protein engineering methods, processes and algorithms that arise and any enzyme technology or process technology that are developed during a technology transfer project, an evolution program or additional services. Merck owns (the "Merck-Owned Technology") (a) any enzyme technology that is developed solely by Merck under the Merck CodeEvolver ® Agreement using the CodeEvolver ® protein engineering technology platform (a "Project Enzyme") and (b) the methods of use of any Project Enzyme or any enzyme developed jointly by Merck and us using the CodeEvolver ® protein engineering technology platform. Merck granted to us a worldwide, non-exclusive, fully paid-up, royalty-free license, with the right to grant sublicenses, to use the Merck-Owned Technology outside of the Merck Exclusive Field. For each API that Merck manufactures using an enzyme developed with the CodeEvolver ® protein engineering technology platform, we will have a right of first refusal to supply Merck with the enzyme used to manufacture the API if Merck outsources the supply of the enzyme. Our right of first refusal applies during the period that begins on the completion of a phase III clinical trial for the product containing the API and ends five years following regulatory approval for such product. The Merck CodeEvolver ® Agreement has a term that continues, unless earlier terminated, until the expiration of all payment obligations under the agreement. Merck may terminate the Merck CodeEvolver ® Agreement by providing 90 days written notice to us. We can terminate the Merck CodeEvolver ® Agreement by providing 30 days written notice to Merck if we determine, pursuant to our contractual audit rights under the Merck CodeEvolver ® Agreement, that Merck has repeatedly failed to make required payments to us and/or materially underpaid us an amount due under the Merck CodeEvolver ® Agreement. In the event the Merck CodeEvolver ® Agreement is terminated earlier by Merck, or by us due to an uncured material breach by Merck, or if Merck sells or transfers to a third party any Merck business or facility that includes any of our proprietary materials, information or technology, we have the right to conduct an audit of Merck's facilities to confirm that all of our proprietary materials, information and technology have been destroyed. The Merck CodeEvolver ® Agreement contains indemnification provisions under which Merck and we have agreed to indemnify each other against certain third party claims. The up-front license fee of $5.0 million was being recognized ratably over a two -year period since August 2015. As the technology transfer was completed earlier than anticipated, we recognized license fees of $4.0 million and $1.0 million in 2016 and 2015, respectively, as collaborative research and development revenues. As of December 31, 2015 , we had deferred revenue related to the Merck CodeEvolver ® Agreement license fees of $4.0 million . As of December 31, 2016 , all of deferred revenue from Merck has been recognized upon completion of technology transfer. Merck Sitagliptin Catalyst Supply Agreement In February 2012, we entered into a five -year Sitagliptin Catalyst Supply Agreement (“Sitagliptin Catalyst Supply Agreement”) with Merck whereby Merck may obtain commercial scale substance for use in the manufacture of Januvia ® , its product based on the active ingredient sitagliptin. In December 2015, Merck exercised its option under the terms of the Sitagliptin Catalyst Supply Agreement to extend the agreement for an additional five years through February 2022. Effective as of January 2016, we and Merck amended the Sitagliptin Catalyst Supply Agreement to prospectively provide for variable pricing based on the cumulative volume of sitagliptin purchased by Merck under the Sitagliptin Catalyst Supply Agreement and to allow Merck to purchase a percentage of its requirements for sitagliptin from a specified third-party supplier. Merck has the right to terminate the Sitagliptin Catalyst Supply Agreement at any time after January 1, 2018 by giving us 24 months’ advance written notice. The Sitagliptin Catalyst Supply Agreement requires Merck to pay an annual license fee for the rights to the sitagliptin technology each year for the term of the agreement. Amounts of annual license fees are based on contractually agreed prices and are on a declining scale. Prior to December 2015, the aggregate license fee for the initial five year period was being recognized ratably over the initial five year term of the Sitagliptin Catalyst Supply Agreement as collaborative research and development revenue. Due to the amendment entered in December 2015 as noted above, we revised our performance period in December 2015 and began recognizing the remaining unamortized portion of the license fee and the aggregate license fees for the second five year period over the revised period on a straight line basis. We recognized license fees of $1.3 million , $1.9 million and $2.0 million in 2016 , 2015 and 2014 , respectively, as collaborative research and development revenue. As of December 31, 2016 and 2015 , we had deferred revenue of $1.3 million and $1.0 million , respectively, from Merck related to the license fee. In addition, pursuant to the terms of the agreement, Merck may purchase supply from us for a fee based on contractually stated prices and we recognized $5.6 million , $1.6 million and $2.5 million , respectively, in 2016 , 2015 and 2014 in product sales under this agreement. Collaborative Development Agreement In May 2015, we entered into a collaborative development agreement with a leading global biopharmaceutical company. Under the terms of the agreement, we used our CodeEvolver ® protein engineering platform technology to develop a novel enzyme for use in our partner’s therapeutic development program. We recognized revenues of $1.8 million and $1.5 million in 2016 and 2015, respectively, as collaborative research and development revenues. Under the agreement, we have the potential to receive additional milestone payments and annual license fees. Supply Agreement In November 2016, we entered into a supply agreement whereby our customer may purchase quantities of our proprietary enzyme for use in its commercial manufacture of a product. Pursuant to the supply agreement, we received in December 2016 an upfront payment of $750,000 , which we accordingly recorded as deferred revenues. Under the agreement, we have the potential to receive additional payments for quantities of enzyme sold to our customer. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 12 Months Ended |
Dec. 31, 2016 | |
Available-for-sale Securities [Abstract] | |
Cash Equivalents and Marketable Securities | Cash Equivalents and Marketable Securities Cash equivalents and marketable securities at December 31, 2016 and 2015 consisted of the following (in thousands): December 31, 2016 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Average Contractual Maturities (in days) Money market funds $ 11,172 $ — $ — $ 11,172 n/a Common shares of CO 2 Solutions 563 579 — 1,142 n/a Total $ 11,735 $ 579 $ — $ 12,314 December 31, 2015 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Average Contractual Maturities (in days) Money market funds $ 11,120 $ — $ — $ 11,120 n/a Common shares of CO2 Solutions 563 986 — 1,549 n/a Total $ 11,683 $ 986 $ — $ 12,669 As of December 31, 2016 , the total cash and cash equivalents balance of $19.2 million was comprised of money market funds of $11.2 million and cash of $8 million held with major financial institutions worldwide. As of December 31, 2015 , the total cash and cash equivalents balance of $23.3 million as of December 31, 2015 was comprised of money market funds of $11.1 million and cash of $12.2 million held with major financial institutions worldwide. In December 2009, we purchased 10,000,000 common shares of CO 2 Solutions, a company based in Quebec, Canada, whose shares are publicly traded in Canada on TSX Venture Exchange. Our purchase represented approximately 16.6% of CO 2 Solutions’ total common shares outstanding at the time of investment and was made in a private placement subject to a four -month statutory resale restriction. This restriction expired on April 15, 2010 . Our investment in CO 2 Solutions is classified as available for sale and is recorded at its fair value (See Note 6 - Fair Value Measurements ). Through December 31, 2016 , we concluded that we did not have the ability to exercise significant influence over CO 2 Solutions’ operating and financial policies. As of December 31, 2016 and 2015 , we had no marketable securities in an unrealized loss position. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract] | |
Fair Value Measurements | Fair Value Measurements We determine the fair value of Level 1 assets using quoted prices in active markets for identical assets. We classify our investment in CO2 Solutions as Level 2 assets due to the volatile and low trading volume on TSX Venture Exchange in Canada. See also Note 5 - Cash Equivalents and Marketable Securities . There were no transfers between Level 1 and Level 2 securities in the periods presented. The following table presents the financial instruments that were measured at fair value on a recurring basis at December 31, 2016 and 2015 by level within the fair value hierarchy (in thousands): December 31, 2016 Financial Assets Level 1 Level 2 Level 3 Total Money market funds $ 11,172 $ — $ — $ 11,172 Common shares of CO 2 Solutions (1) — 1,142 — 1,142 Total $ 11,172 $ 1,142 $ — $ 12,314 December 31, 2015 Financial Assets Level 1 Level 2 Level 3 Total Money market funds $ 11,120 $ — $ — $ 11,120 Common shares of CO 2 Solutions (1) — 1,549 — 1,549 Total $ 11,120 $ 1,549 $ — $ 12,669 (1) We calculated the fair value of our investment in 10,000,000 common shares of CO 2 Solutions using the market value of common shares as determined by trading on the TSX Venture Exchange. |
Balance Sheets Details
Balance Sheets Details | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheets Details | Balance Sheets Details Accounts receivable The following is a summary of activity in our allowance for doubtful accounts for the periods presented (in thousands): December 31, 2016 2015 2014 Allowance - beginning of period $ (421 ) $ (428 ) $ (460 ) Provision for bad debts — — (11 ) Recoveries from bad debts — 7 — Write-offs and other — — 43 Allowance - end of period $ (421 ) $ (421 ) $ (428 ) Inventories Inventories consisted of the following (in thousands): December 31, 2016 2015 Raw materials (1) $ 118 $ 262 Work in process (2) 59 — Finished goods (2) 648 730 Total $ 825 $ 992 (1) Raw materials include active pharmaceutical ingredients and other raw materials. (2) Work-in-process and finished goods include third party manufacturing costs and labor and indirect costs we incur in the production process. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2016 2015 Laboratory equipment (1) $ 18,849 $ 20,503 Leasehold improvements 10,395 10,369 Computer equipment and software 3,267 3,271 Office equipment and furniture 1,171 1,178 Construction in progress (2) 124 3 Property and equipment 33,806 35,324 Less: accumulated depreciation and amortization (31,651 ) (32,215 ) Property and equipment, net $ 2,155 $ 3,109 (1) Fully depreciated laboratory equipment with a cost of $2.3 million was retired during 2016. (2) Construction in progress includes equipment received but not yet placed into service pending installation. Intangible Assets Intangible assets consisted of the following (in thousands): December 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted- Average Amortization Period (in years) Developed and core technology $ 1,534 $ (1,534 ) $ — $ 1,534 $ (1,534 ) $ — 5 Maxygen intellectual property 20,244 (20,244 ) — 20,244 (17,432 ) 2,812 6 Total $ 21,778 $ (21,778 ) $ — $ 21,778 $ (18,966 ) $ 2,812 Goodwill There were no changes in the carrying value of goodwill of $3.2 million during 2016 and 2015 . Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): December 31, 2016 2015 Accrued purchase (1) $ 67 $ 430 Accrued professional and outside service fees 746 498 Deferred rent 168 143 Lease incentive obligation 425 425 Other 705 517 Total $ 2,111 $ 2,013 (1) Amount represents products and services received but have not been billed as of December 31, 2016 and 2015. |
Assets Held for Sale and Sale o
Assets Held for Sale and Sale of Former Hungarian Subsidiary | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Assets Held for Sale and Sale of Former Hungarian Subsidiary | Assets Held for Sale and Sale of Former Hungarian Subsidiary In the fourth quarter of 2013, we announced we would begin winding down Codexis’ CodeXyme ® cellulase enzyme program. We performed a detailed review of our excess research and development equipment and determined their estimated net sales price, less selling costs, was below their carrying value, reduced the value of held for sale assets to their estimated fair market value net of selling expenses and reclassified the adjusted carrying value to assets held for sale as of December 31, 2013. In March 2014, we entered into an agreement with Intrexon Corporation to sell 100% of our equity interests in our Hungarian subsidiary, Codexis Laboratories Hungary Kft, as well as all assets of such subsidiary that were classified as held for sale. We received cash proceeds of $1.5 million from the sale. In connection with the sale, we reduced the carrying value of assets held for sale by $0.8 million and recognized a gain of $0.8 million , which was included in research and development expenses. As part of the purchase, the buyer obtained all of the Hungarian assets held for sale and assumed all employment and facility lease related contract obligations. There were no transaction related costs incurred other than legal fees, which were recorded in selling, general and administrative expenses. Prior to the sale of our Hungarian subsidiary in March 2014, we transferred certain of the subsidiary's equipment to another of our European subsidiaries and incurred a reclaimable VAT liability of approximately $0.4 million . We paid this VAT amount in July 2014 and recorded a receivable, which is reflected in prepaid expenses and other current assets in our consolidated balance sheets at December 31, 2015 . In 2016, we wrote off the receivable due to the uncertainty of collection of the reclaimable VAT. In 2014, we expedited the disposition of assets held for sale in the United States by selling these assets through auction. As a result, we recognized a change in estimated fair value of $0.7 million in 2014, which is reflected in research and development expense. In addition, we revised our plan to sell certain U.S. research and development equipment. As part of the revised plan, certain equipment was put back to operational use. We also exchanged certain of the U.S. research and development equipment for more suitable and newer equipment that was classified as property and equipment. The combined transfer of U.S. research and development equipment from assets held for sale to property and equipment was $0.3 million . We recognized a net loss on the disposition and exchange of assets held for sale of less than $0.1 million in 2014. As of December 31, 2016 and 2015 , we had no assets classified as held for sale. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation Equity Incentive Plans In March 2010, our board of directors (the "Board") and stockholders approved the 2010 Equity Incentive Award Plan (the "2010 Plan"), which became effective upon the completion of our initial public offering (“IPO”) in April 2010. The number of shares of our common stock available for issuance under the 2010 Plan is equal to 1,100,000 shares plus any shares of common stock reserved for future grant or issuance under the Company’s 2002 Stock Plan (the “2002 Plan”) that remained unissued at the time of completion of the IPO. The 2010 Plan also provides for automatic annual increases in the number of shares reserved for future issuance. All grants will reduce the 2010 Plan reserve by one share for every share granted. As of December 31, 2016 , total shares remaining available for issuance under the 2010 Plan were approximately 7.8 million shares. The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock award (“RSA”), restricted stock unit (“RSU”), performance-based awards, stock appreciation rights, and stock purchase rights to our employees, non-employee directors and consultants. Incentive stock options may be granted with an exercise price of not less than the fair value of our common stock on the date of grant, and the nonstatutory stock options may be granted with an exercise price of not less than 85% of the fair value of our common stock on the date of grant, as determined by the Board. Stock options granted to a stockholder owning more than 10% of our voting stock must have an exercise price of not less than 110% of the fair value of the common stock on the date of grant. Stock options are granted with terms of up to 10 years and generally vest over a period of 4 years . RSAs, RSUs and Performance-Contingent RSUs (“PSUs”) may be granted for no consideration (other than par value of a share of common stock). The fair values of RSAs, RSUs and PSUs are based upon the closing price of our common stock on the date of grant. RSAs generally vest over one to three years. RSUs generally vest over three to four years. PSUs generally vest over two years and are conditional upon the attainment of one or more performance objectives over a specified period. Stock-Based Compensation Expense: Stock-based compensation expense is included in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2016 2015 2014 Research and development $ 1,033 $ 935 $ 953 Selling, general and administrative 4,640 4,191 3,667 $ 5,673 $ 5,126 $ 4,620 Grant Award Activities: Stock Option Awards We estimated the fair value of stock options using the Black-Scholes-Merton option-pricing model based on the date of grant. The following summarize the ranges of weighted-average assumptions used to estimate the fair value of employee stock options granted: Years Ended December 31, 2016 2015 2014 Expected life (years) 5.3 6.1 6.0 Volatility 64.2 % 66.1 % 65.0 % Risk-free interest rate 1.3 % 1.7 % 1.9 % Expected dividend yield (1) 0.0 % 0.0 % 0.0 % (1) We do not currently pay dividends, and thus the dividend rate variable in the Black-Scholes-Merton option-pricing model is zero . The following table summarizes stock option activity in 2016: Number Weighted Weighted Aggregate Intrinsic (in thousands) (in years) (in thousands) Balance at January 1, 2016 3,918 $ 4.49 Granted 971 $ 4.16 Exercised (398 ) $ 2.60 Forfeited/Expired (601 ) $ 5.76 Outstanding at December 31, 2016 3,890 $ 4.40 6.54 $ 4,494 Exercisable at December 31, 2016 2,477 $ 4.84 5.31 $ 3,138 Vested and expected to vest at December 31, 2016 3,693 $ 4.42 6.40 $ 4,381 The weighted average grant date fair value per share of stock options granted in 2016 , 2015 and 2014 was $2.32 , $2.09 and $1.20 , respectively. The total intrinsic value of options exercised in 2016 , 2015 and 2014 was $0.6 million , $0.4 million and $57 thousand , respectively. As of December 31, 2016 , there was $2.1 million unrecognized stock-based compensation cost related to non-vested options, which we expect to recognize over a weighted average period of 2.7 years . Restricted Stock Awards The following table summarizes the RSAs activity in 2016: Number Weighted Average (in thousands) Non-vested balance at January 1, 2016 480 $ 3.29 Granted 185 $ 4.21 Vested (435 ) $ 3.40 Forfeited/Expired — $ — Non-vested balance at December 31, 2016 230 $ 3.82 The weighted average grant date fair value per share of RSAs granted in 2016 , 2015 and 2014 was $4.21 , $4.10 and $1.64 , respectively. The total fair value of RSAs vested in fiscal 2016 , 2015 and 2014 was $1.8 million , $2.3 million and $0.7 million respectively. As of December 31, 2016 , there was $0.4 million unrecognized stock-based compensation cost related to non-vested RSAs, which we expect to recognize over a weighted average period of 0.6 years . Restricted Stock Units The following table summarizes the RSUs activity in 2016: Number Weighted Average (in thousands) Non-vested balance at January 1, 2016 545 $ 3.15 Granted 330 $ 4.10 Vested (243 ) $ 3.11 Forfeited/Expired (15 ) $ 2.74 Non-vested balance at December 31, 2016 617 $ 3.69 The weighted average grant date fair value per share of RSUs granted in 2016 , 2015 and 2014 was $4.10 , $3.65 and $2.14 , respectively. The total fair value of RSUs vested in fiscal 2016 , 2015 and 2014 was $1.0 million , $2.9 million and $1.9 million respectively. As of December 31, 2016 , there was $1.1 million unrecognized stock-based compensation cost related to non-vested RSUs, which we expect to recognize over a weighted average period of 1.5 years . Performance-Contingent RSUs The following table summarizes the PSUs activity in 2016: Number Weighted Average (in thousands) Non-vested balance at January 1, 2016 989 $ 2.94 Granted 629 $ 4.10 Vested (482 ) $ 2.89 Forfeited/Expired (305 ) $ 2.82 Non-vested balance at December 31, 2016 831 $ 3.88 The weighted average grant date fair value per share of PSUs granted in 2016 , 2015 and 2014 was $4.10 , $3.45 and $2.00 , respectively. The total fair value of PSUs vested in fiscal 2016 and 2015 were $1.8 million and $0.8 million , respectively. We had no PSUs vest in 2014 . As of December 31, 2016 , there was $1.1 million unrecognized stock-based compensation cost related to non-vested PSUs, which we expect to recognize over a weighted average period of 0.5 years . |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Capital Stock | Capital Stock Warrants The Company’s outstanding warrants are exercisable for common stock at any time during their respective terms. No warrants were exercised during 2016 , 2015 or 2014 . The following warrants were issued and outstanding at December 31, 2016 : Issue Date Shares Subject to warrants Exercise Price per Share Expiration September 28, 2007 72,727 $ 8.25 September 28, 2017 |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
401(k) Plan | 401(k) Plan In January 2005, we implemented a 401(k) Plan covering certain employees. Currently, all of our United States based employees over the age of 18 are eligible to participate in the 401(k) Plan. Under the 401(k) Plan, eligible employees may elect to reduce their current compensation up to a certain annual limit and contribute these amounts to the 401(k) Plan. We may make matching or other contributions to the 401(k) Plan on behalf of eligible employees. We recorded employer matching contributions expense of $0.4 million , $0.5 million and $0.4 million , respectively, in 2016 , 2015 and 2014 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our loss before provision for income taxes was as follows (in thousands): Years Ended December 31, 2016 2015 2014 United States $ (8,174 ) $ (7,641 ) $ (20,980 ) Foreign (424 ) (278 ) 1,653 Loss before provision for income taxes $ (8,598 ) $ (7,919 ) $ (19,327 ) The tax provision for the years ended December 31, 2016 , 2015 and 2014 consists primarily of taxes attributable to foreign operations and the tax effect of unrealized gains on our available for sale securities. The components of the provision for income taxes are as follows (in thousands): Years Ended December 31, 2016 2015 2014 Current provision (benefit): Federal $ — $ — $ — State 5 5 5 Foreign (14 ) (13 ) (371 ) Total current provision (benefit) (9 ) (8 ) (366 ) Deferred provision (benefit): Federal — (293 ) — State — (21 ) — Foreign (31 ) (16 ) 110 Total deferred provision (benefit) (31 ) (330 ) 110 Total benefit from income taxes $ (40 ) $ (338 ) $ (256 ) Reconciliation of the provision for income taxes calculated at the statutory rate to our provision for (benefit from) income taxes is as follows (in thousands): Years Ended December 31, 2016 2015 2014 Tax benefit at federal statutory rate $ (2,924 ) $ (2,693 ) $ (6,571 ) State taxes 127 1,126 249 Research and development credits (161 ) (85 ) (57 ) Foreign operations taxed at different rates 30 31 447 Stock-based compensation 327 77 (2 ) Other nondeductible items 660 (43 ) (364 ) Change in valuation allowance 1,901 1,249 6,042 Benefit from income taxes $ (40 ) $ (338 ) $ (256 ) Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Net operating losses $ 72,588 $ 70,005 Credits 5,016 4,671 Deferred revenues 1,025 3,357 Stock-based compensation 3,750 3,460 Reserves and accruals 2,952 2,713 Depreciation 2,516 2,377 Intangible assets 5,536 5,127 Capital losses 933 933 Unrealized gain/loss 277 126 Other assets 110 98 Total deferred tax assets: 94,703 92,867 Deferred tax liabilities: Other (103 ) (199 ) Total deferred tax liabilities: (103 ) (199 ) Valuation allowance (94,663 ) (92,762 ) Net deferred tax liabilities $ (63 ) $ (94 ) ASC Topic 740 requires that the tax benefit of NOL, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on our ability to generate sufficient taxable income within the carryforward period. Because of our history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not more likely than not to be realized and, therefore, has provided a valuation allowance against our deferred tax assets. Accordingly, the net deferred tax assets in all the Company’s jurisdictions have been fully reserved by a valuation allowance. The net valuation allowance increased by $1.9 million , $1.2 million and $5.2 million during the years ended December 31, 2016 , 2015 and 2014 , respectively. At such time as it is determined that it is more likely than not that the deferred tax assets are realizable, the valuation allowance will be reduced. The following table sets forth the Company’s federal, state and foreign NOL carryforwards and federal research and development tax credits as of December 31, 2016 (in thousands): December 31, 2016 Amount Expiration Years Net operating losses, federal $ 213,061 2022-2036 Net operating losses, state 120,234 2017-2036 Tax credits, federal 5,634 2022-2036 Tax credits, state 7,048 Do not expire Net operating losses, foreign 627 Various Tax credits, foreign 10 Various Current federal and California tax laws include substantial restrictions on the utilization of NOLs and tax credit carryforwards in the event of an ownership change of a corporation. Accordingly, the Company's ability to utilize NOLs and tax credit carryforwards may be limited as a result of such ownership changes. Such a limitation could result in the expiration of carryforwards before they are utilized. Income tax expense or benefit from continuing operations is generally determined without regard to other categories of earnings, such as discontinued operations and other comprehensive income. An exception is provided in ASC 740 when there is aggregate income from categories other than continuing operations and a loss from continuing operations in the current year. In this case, the tax benefit allocated to continuing operations is the amount by which the loss from continuing operations reduces the tax expenses recorded with respect to the other categories of earnings, even when a valuation allowance has been established against the deferred tax assets. In instances where a valuation allowance is established against current year losses, income from other sources, including gain from available-for-sale securities recorded as a component of other comprehensive income, is considered when determining whether sufficient future taxable income exists to realize the deferred tax assets. For the year ended December 31, 2016 , the Company did not record a tax expense in other comprehensive income related to available-for-sale securities. In 2014, we determined that the undistributed earnings of our India subsidiary will be repatriated to the United States, and accordingly, we have provided a deferred tax liability totaling $0.1 million as of December 31, 2016 . We have not provided for U.S. federal and state income taxes on all of the remaining non-U.S. subsidiaries’ undistributed earnings as of December 31, 2016 as the remaining foreign jurisdictions are in a cumulative loss position. We adopted ASC Topic 740’s provision for accounting for uncertainty in income taxes on January 1, 2007. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Rollforward Table (at Gross): As of December 31, 2016 2015 2014 Balance at beginning of year $ 8,152 $ 7,838 $ 8,306 Additions based on tax positions related to current year 459 368 346 Additions to tax provision of prior years — — — Reductions to tax provision of prior years (45 ) (54 ) (814 ) Lapse of the applicable statute of limitations — — — Balance at end of year $ 8,566 $ 8,152 $ 7,838 We recognize interest and penalties as a component of our income tax expense. Total interest and penalties recognized in the consolidated statement of operations was $35,000 , $24,000 and $(47,000) , respectively, in 2016 , 2015 and 2014 . Total penalties and interest recognized in the balance sheet was $292,000 and $257,000 , respectively, in 2016 and 2015 . The total unrecognized tax benefits that, if recognized currently, would impact the Company’s effective tax rate were $0.4 million and $0.4 million as of December 31, 2016 and 2015 , respectively. We do not expect any material changes to our uncertain tax positions within the next 12 months. We are not subject to examination by United States federal or state tax authorities for years prior to 2002 and foreign tax authorities for years prior to 2010. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Loss Contingency [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases Our headquarters are located in Redwood City, California where we occupy approximately 107,200 square feet of office and laboratory space in four buildings within the same business park from Metropolitan Life Insurance Company (“MetLife”). We entered into the initial lease with Met-Life for a portion of this space in 2004 and the lease has been amended numerous times since then to adjust space and amend the terms of the lease, with the latest amendment being in October 2016. The various terms for the spaces under the lease have expiration dates that range from January 2020 through January 2022 . Beginning in February 2014, we have subleased office space to different subtenants with separate options to extend the subleases and if all options to extend were exercised, these agreements would expire at various dates through November 2019. We received certain lease incentives from MetLife in 2011 and 2012, which have been amortized on a straight line basis over the term of the lease as a reduction in rent expense. As of December 31, 2016 and 2015 , we have an unamortized lease incentive obligation of $1.3 million and $1.7 million , respectively, of which the non-current portion of $0.9 million and $1.3 million , respectively, is included in lease incentive obligation on the consolidated balance sheets. Rent expense for the Redwood City properties is recognized on a straight-line basis over the term of the lease. Rent expense was $3.4 million in 2016 , $3.4 million in 2015 and $3.4 million in 2014 , partially offset by sublease income of $1.2 million in 2016 , $0.6 million in 2015 and $0.4 million in 2014 . We are required to restore certain of the Redwood City facilities that we are renting to their original form. We are expensing the asset retirement obligation over the terms of the respective leases. We review the estimated obligation each reporting period and makes adjustments if our estimates change. As of December 31, 2016 and 2015 , we have assets retirement obligations of $0.4 million , which is included in other liabilities on the consolidated balance sheets Pursuant to the terms of the amended lease agreement, we exercised our right to deliver a letter of credit in lieu of a security deposit. The letters of credit are collateralized by deposit balances held by the bank in the amount of $0.8 million as of December 31, 2016 and 2015 . These deposits are recorded as restricted cash on the consolidated balance sheets. Future minimum payments under non-cancellable operating leases are as follows at December 31, 2016 (in thousands): Lease Payments Years ending December 31, 2017 $ 3,077 2018 3,185 2019 3,280 2020 712 2021 490 Thereafter 41 Total minimum payments (1) $ 10,785 (1) Minimum payments have not been reduced by future minimum sublease rentals of $1.8 million to be received under non-cancellable subleases. Other Commitments In April 2016, we entered into a new manufacture and supply agreement that resulted in a total commitment up to $1.8 million , with payment to be made in December 2022 or after. In October 2016, we entered into a services agreement with a third party supplier for the development of a manufacturing process. The services agreement may result in an additional total commitment of up to $1.4 million . We may terminate the services agreement, at our discretion, with 60 days' notice to the supplier and shall be obligated to a reduced additional total commitment equal to the contractual amount due during this 60 day period for those stages of development (i) already in progress as of the date of the notice of termination and (ii) scheduled to have commenced within 60 days after the date of the notice of termination. In December 2016, we entered into a financing lease agreement with a third party supplier for the purchase of laboratory equipment for approximately $0.5 million . The effective date of the lease is upon delivery of the equipment, which occurred in February 2017 and the term of the lease is three years. This financing agreement will be accounted for as a capital lease due to the bargain purchase option at the end of the lease. Legal Proceedings On February 19, 2016, we filed a complaint against EnzymeWorks, Inc., a California corporation, EnzymeWorks, Inc., a Chinese corporation, and Junhua “Alex” Tao (collectively, the “Defendants”) in the United States District Court for the Northern District of California. The complaint alleges that the Defendants have engaged in willful patent infringement, trade secret misappropriation, breach of confidence, intentional interference with contractual relations, intentional interference with prospective economic relations and statutory and common law unfair competition. We have sought injunctive relief, monetary damages, treble damages, restitution, punitive damages and attorneys’ fees. On May 13, 2016, the Defendants filed a Partial Motion to Dismiss the claims for breach of contract, intentional interference with contractual relations, intentional interference with prospective economic relations, statutory unfair competition, and common law unfair competition in the First Amended Complaint. We opposed the Defendant’s Partial Motion to Dismiss. On August 11, 2016, the judge issued an order that denied the Defendants’ Partial Motion to Dismiss with respect to all five claims and in all relevant parts, and granted the motion with respect to certain underlying arguments. We are unable to determine when this litigation will be resolved or its ultimate outcome. Other than our litigation against the Defendants, we are not currently a party to any material litigation or other material legal proceedings. Indemnifications We are required to recognize a liability for the fair value of any obligations we assume upon the issuance of a guarantee. We have certain agreements with licensors, licensees and collaborators that contain indemnification provisions. In such provisions, we typically agree to indemnify the licensor, licensee and collaborator against certain types of third party claims. The maximum amount of the indemnifications is not limited. We accrue for known indemnification issues when a loss is probable and can be reasonably estimated. There were no accruals for expenses related to indemnification issues for any periods presented. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
Related Party Transactions | Related Party Transactions Exela PharmSci, Inc. We signed a commercialization agreement with Exela PharmSci, Inc. (“Exela”) in 2007, whereby Exela agreed to pay to us a contractual percentage share of Exela’s net profit from the sales of licensed products. Thomas R. Baruch, one of our directors, serves on the board of directors of Exela and is a retired general partner in Presidio Partners 2007, L.P., which owns more than 10% of Exela’s outstanding capital stock. As such, Mr. Baruch has an indirect pecuniary interest in the shares of Exela held by Presidio Partners 2007, L.P. Mr. Baruch is also a general partner in CMEA Ventures Life Sciences 2000, L.P., which owned 7.4% of our common stock until November 10, 2014, at which time the shares were purchased by Presidio Partners 2014, L.P. Mr. Baruch has no direct or indirect pecuniary interest in any shares of our common stock owned by Presidio Partners 2014, L.P. We recognized $2.2 million in 2016 , $4.8 million in 2015 and $7.3 million in 2014 , shown in the consolidated statement of operations as revenue sharing arrangement. We had no receivables from Exela at December 31, 2016 and 2015 . AstraZeneca PLC Pam P. Cheng, a member of our board of directors, joined AstraZeneca PLC as Executive Vice President, Operations and Information Technology in June 2015. We sell biocatalyst product to AstraZeneca and, in addition, we also sell biocatalyst products to Alfa Aesar, which is a purchasing agent of AstraZeneca. In 2016, we recognized de minimis revenue from AstraZeneca and $0.4 million as product revenue from Alfa Aesar. In 2015, we recognized $0.1 million revenue from AstraZeneca and no product revenue from Alfa Aesar. We had $0.4 million in accounts receivable at December 31, 2016 from Alfa Aesar and no receivables from AstraZeneca PLC at December 31, 2016 and 2015. |
Significant Customer and Geogra
Significant Customer and Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting Information, Operating Income (Loss) [Abstract] | |
Significant Customer and Geographic Information | Significant Customer and Geographic Information Significant Customers Customers that each contributed 10% or more of our net revenue were as follows: Percentage of Total Revenues For The Years Ended December 31, 2016 2015 2014 Merck 47 % 29 % 24 % GSK 22 % 20 % 17 % Exela * 12 % 21 % * Percentage was less than 10% Customers that each accounted for 10% or more of our accounts receivable balance for the period presented were as follows: Percentage of Accounts Receivables As Of December 31, 2016 2015 Customer A (1) 54 % 12 % Customer B 16 % * Customer C — % 22 % Customer D (2) — % 40 % (1) This customer also contributed 10% or more of our net revenue in 2016 , 2015 and 2014 . (2) This represents a $3.1 million final settlement relating to past-due payments and settlement of future payments associated with our royalty business with a non-core customer as of December 31, 2015. We collected the full amount in February 2016. Geographic Information Geographic revenues are identified by the location of the customer and consist of the following (in thousands): Years Ended December 31, 2016 2015 2014 Revenues United States $ 21,309 $ 24,795 $ 16,136 Europe 17,138 14,151 15,067 Asia India 3,578 1,026 919 Singapore 3,836 963 1,435 Others 1,159 864 1,637 Others 1,817 5 113 Total $ 48,837 $ 41,804 $ 35,307 Geographic presentation of identifiable long-lived assets below shows those assets that can be directly associated with a particular geographic area and consist of the following (in thousands): December 31, 2016 2015 Long-lived assets United States $ 2,414 $ 6,231 |
Basis of Presentation and Sum24
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and include the accounts of Codexis, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. We regularly assess these estimates which primarily affect revenue recognition, accounts receivable, inventories, the valuation of marketable securities, assets held for sale, intangible assets, goodwill arising out of business acquisitions, accrued liabilities, stock awards and the valuation allowances associated with deferred tax assets. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of evaluating financial performance. We have one business activity and there are no segment managers who are held accountable for operations, operating results beyond revenue goals or plans for levels or components below the consolidated unit level. Accordingly, we have a single reporting segment. |
Foreign Currency Translation | Foreign Currency Translation The United States dollar is the functional currency for our operations outside the United States. Accordingly, nonmonetary assets and liabilities originally acquired or assumed in other currencies are recorded in United States dollars at the exchange rates in effect at the date they were acquired or assumed. Monetary assets and liabilities denominated in other currencies are translated into United States dollars at the exchange rates in effect at the balance sheet date. Translation adjustments are recorded in other expense in the consolidated statements of operations. Gains and losses realized from non-U.S. dollar transactions, including intercompany balances not considered as permanent investments, denominated in currencies other than an entity’s functional currency, are included in other expense in the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition We recognize revenue from the sale of our products, collaborative research and development agreements and revenue sharing arrangements. Revenue is recognized when the related costs are incurred and the four basic criteria of revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Where the revenue recognition criteria are not met, we defer the recognition of revenue by recording deferred revenue until such time that all criteria of revenue recognition are met. We account for multiple element arrangements, such as license and platform technology transfer agreements in which a licensee may purchase several deliverables, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 605-25, “Multiple Element Arrangements.” For new or materially amended multiple element arrangements, we identify the deliverables at the inception of the arrangement and each deliverable within a multiple deliverable revenue arrangement is accounted for as a separate unit of accounting if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis and (2) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. Revenue allocated to each element is then recognized based on when the basic four revenue recognition criteria are met for each element. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as revenue ratably over the term of our estimated performance period under the agreement. We determine the estimated performance periods, and they are periodically reviewed based on the progress of the related program. The effect of any change made to an estimated performance period and, therefore, to revenue recognized, would occur on a prospective basis in the period that the change was made. Product Sales Product sales consist of sales of protein catalysts, pharmaceutical intermediates, and Codex ® Biocatalyst Panels and Kits. Product sales are recognized once passage of title and risk of loss has occurred and contractually specified acceptance criteria, if any, have been met, provided all other revenue recognition criteria have also been met. Shipping and handling costs charged to customers are recorded as revenue. Research and Development Revenues Research and development agreements typically provide us with multiple revenue streams, including: research services fees for full time employee (“FTE”) research services, up-front licensing fees, technology access, contingent payments upon achievement of contractual criteria, and royalty fees based on the licensee’s product sales or cost savings achieved by our customers. We perform research and development activities as specified in each respective customer agreement. Payments for services received are not refundable. Certain research agreements are based on a contractual reimbursement rate per FTE working on the project. We recognize revenue from research services as those services are performed over the contractual performance periods. When up-front payments are combined with FTE services in a single unit of accounting, we recognize the up-front payments using the proportionate performance method of revenue recognition based upon the actual amount of research labor hours incurred relative to the amount of the total expected labor hours to be incurred by us, up to the amount of cash received. In cases where the planned levels of research services fluctuate substantially over the research term, we are required to make estimates of the total hours required to perform our obligations. We recognize revenue from non-refundable, up-front license fees or technology access payments that are not dependent on any future performance by us when such amounts are earned. If we have continuing obligations to perform under the arrangement, such fees are recognized over the estimated period of continuing performance obligation. Estimated performance periods are periodically reviewed based on the progress of the related program. The effect of any change made to an estimated performance period, and therefore to revenue recognized, would occur on a prospective basis in the period that the change was made. A payment that is contingent upon the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved. A milestone is an event (i) that can only be achieved based in whole or in part on either our performance or on the occurrence of a specific outcome resulting from our performance, (ii) for which there is, as of the date the arrangement is entered into, substantive uncertainty that the event will be achieved and (iii) results in additional payments being due to us. Milestones are considered substantive when the consideration earned from the achievement of the milestone (i) is commensurate with either our performance to achieve the milestone or the enhancement of the value of the item delivered as a result of a specific outcome resulting from its performance, (ii) relates solely to past performance and (iii) is reasonable relative to all deliverable and payment terms in the arrangement. We recognize revenue from other payments received which are contingent solely upon the passage of time or the result of a customer’s performance when earned in accordance with the contract terms and when such payments can be reasonably estimated and collectability of such payments is reasonably assured. We recognize revenue from royalties based on licensees’ sales of our products or products using our technologies. Royalties are recognized as earned in accordance with the contract terms when royalties from licensees can be reasonably estimated and collectability is reasonably assured. For the majority of our royalty revenue, estimates are made using notification of the sale of licensed products from the licensees. Revenue Sharing Arrangement We recognize revenue from a revenue sharing arrangement based upon sales of licensed products by our revenue sharing partner Exela PharmSci, Inc. (“Exela”) (see Note 14 - Related Party Transactions ). We recognize revenue net of product and selling costs upon notification from our revenue sharing partner of our portion of net profit based on the contractual percentage from the sale of licensed product. Sales Allowances Sales allowances primarily relate to product returns and prompt pay sales discounts, and are recorded in the same period that the related revenue is recognized, resulting in a reduction in product sales. |
Cost of Product Sales | Cost of Product Sales Cost of product sales comprises both internal and third party fixed and variable costs including materials and supplies, labor, facilities and other overhead costs associated with our product sales. Shipping costs are included in our cost of product sales. Such charges were not significant in any of the periods presented. |
Cost of Research and Development Services and Research and Development Expense | Cost of Research and Development Services Research and development expenses related to FTE services under the research and development agreements approximate the research funding over the term of the respective agreements and are included in research and development expense. Research and Development Expenses Research and development expenses consist of costs incurred for internal projects as well as partner-funded collaborative research and development activities. These costs include our direct and research-related overhead expenses, which include salaries and other personnel-related expenses (including stock-based compensation), occupancy-related costs, supplies, depreciation of facilities and laboratory equipment and amortization of acquired technologies, as well as external costs, and are expensed as incurred. Costs to acquire technologies that are utilized in research and development and that have no alternative future use are expensed when incurred. |
Advertising | Advertising Advertising costs are expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation We use the Black-Scholes-Merton option pricing model to estimate the fair value of options granted under our equity incentive plans. The Black-Scholes-Merton option pricing model requires the use of assumptions, including the expected term of the award and the expected stock price volatility. We have, due to insufficient historical data, used the “simplified method,” as described in Staff Accounting Bulletin No. 107, “Share-Based Payment,” to determine the expected term of all stock options granted from the inception of our equity plans through the first half of 2015. Beginning in the third quarter of 2015, we believe we have sufficient historical data to calculate expected terms for stock options granted. Thus, the expected term was based on historical exercise behavior on similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. We used historical volatility to estimate expected stock price volatility. The risk-free rate assumption was based on United States Treasury instruments whose terms were consistent with the expected term of the stock options. The expected dividend assumption was based on our history and expectation of dividend payouts. Restricted Stock Units (“RSUs”), Restricted Stock Awards (“RSAs”) and performance-contingent restricted stock units (“PSUs”) were measured based on the fair market values of the underlying stock on the dates of grant. PSUs awarded may be conditional upon the attainment of one or more performance objectives over a specified period. At the end of the performance period, if the goals are attained, the awards are granted. Stock-based compensation expense was calculated based on awards ultimately expected to vest and was reduced for estimated forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differed from those estimates. The estimated annual forfeiture rates for stock options, RSUs, PSUs, and RSAs are based on historical forfeiture experience. The estimated fair value of stock options, RSUs and RSAs is expensed on a straight-line basis over the vesting term of the grant and the estimated fair value of PSUs is expensed using an accelerated method over the term of the award once management has determined that it is probable that the performance objective will be achieved. Compensation expense is recorded over the requisite service period based on management’s best estimate as to whether it is probable that the shares awarded are expected to vest. Management assesses the probability of the performance milestones being met on a continuous basis. We have not recognized, and do not expect to recognize in the near future, any income tax benefit related to employee stock-based compensation expense as a result of the full valuation allowance on our deferred tax assets including deferred tax assets related to our net operating loss carryforwards. |
Restructuring Costs | Restructuring Costs We apply applicable accounting guidance on accounting for costs associated with restructuring, including exit or disposal activities, which requires that a liability for costs associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred. Our restructuring activities have primarily been related to severance, benefits and related personnel costs and facility closing costs. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with maturity dates of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds. The majority of cash and cash equivalents is maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits. |
Restricted Cash | Restricted Cash In 2016, we began the process of liquidating our India subsidiary. The local legal requirements for liquidation required us to maintain our subsidiary's cash balance in an account managed by a legal trustee to satisfy our financial obligations. This balance is recorded as non-current restricted cash on the consolidated balance sheets and totaled $0.8 million at December 31, 2016 . In addition, pursuant to the terms of the lease agreement for our Redwood City, CA facilities, our letters of credit are collateralized by deposit balances of $0.8 million as of December 31, 2016 and 2015, which is recorded as non-current restricted cash on the consolidated balance sheets (see Note 13, "Commitments and Contingencies" for details). |
Marketable Securities | Marketable Securities We invest in equity securities and we classify those investments as available-for-sale. These securities are carried at estimated fair value (see Note 5 - Cash Equivalents and Marketable Securities ) with unrealized gains and losses included in accumulated other comprehensive loss in stockholders’ equity. Available-for-sale equity securities with remaining maturities of greater than one year or which we currently do not intend to sell are classified as long-term. We review several factors to determine whether a loss is other-than-temporary. These factors include but are not limited to: the intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value, the length of time and the extent to which the market value of the investment has been less than cost and the financial condition and near-term prospects of the issuer. Unrealized losses are charged against “Other expense” when a decline in fair value is determined to be other-than-temporary. No charge for the other-than-temporary impairment has been recorded in any of the periods presented. Amortization of purchase premiums and accretion of purchase discounts and realized gains and losses of debt securities are included in interest income. The cost of securities sold is based on the specific-identification method. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and we consider counterparty credit risk in our assessment of fair value. Carrying amounts of financial instruments, including cash equivalents, marketable investments, accounts receivable, accounts payable and accrued liabilities, approximate their fair values as of the balance sheet dates because of their generally short maturities. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: • Level 1: Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2: Inputs that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. See Note 6 - Fair Value Measurements to our consolidated financial statements. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts We currently sell primarily to pharmaceutical companies throughout the world by the extension of trade credit terms based on an assessment of each customer’s financial condition. Trade credit terms are generally offered without collateral and may include a discount for prompt payment for specific customers. To manage our credit exposure, we perform ongoing evaluations of our customers’ financial conditions. In addition, accounts receivable includes amounts owed to us under our collaborative research and development agreements. We recognize accounts receivable at invoiced amounts and we maintain a valuation allowance for doubtful accounts. We estimate an allowance for doubtful accounts through specific identification of potentially uncollectible accounts receivable based on an analysis of our accounts receivable aging. Uncollectible accounts receivable are written off against the allowance for doubtful accounts when all efforts to collect them have been exhausted. Recoveries are recognized when they are received. Actual collection losses may differ from our estimates and could be material to our consolidated financial position, results of operations, and cash flows. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, marketable securities, and restricted cash. Cash that is not required for immediate operating needs is invested principally in money market funds. Cash and cash equivalents are invested through banks and other financial institutions in the United States, India and Netherlands. Such deposits in those countries may be in excess of insured limits. |
Inventories | Inventories Inventories are stated at the lower of cost or market value. Cost is determined using a weighted-average approach, assuming full absorption of direct and indirect manufacturing costs, based on our product capacity utilization assumptions. If inventory costs exceed expected market value due to obsolescence or lack of demand, reserves are recorded for the difference between the cost and the estimated market value. These reserves are determined based on significant estimates. |
Concentrations of Supply Risk | Concentrations of Supply Risk We rely on a limited number of suppliers for our products. We believe that other vendors would be able to provide similar products; however, the qualification of such vendors may require substantial start-up time. In order to mitigate any adverse impacts from a disruption of supply, we attempt to maintain an adequate supply of critical single-sourced materials. For certain materials, our vendors maintain a supply for us. We outsource the large scale manufacturing of our products to contract manufacturers with facilities in Austria and Italy. |
Property and Equipment | Property and Equipment Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their estimated useful lives as follows: Asset classification Estimated useful life Laboratory equipment 5 years Computer equipment and software 3 to 5 years Office equipment and furniture 5 years Leasehold improvements Lesser of useful life or lease term Property and equipment classified as construction in process includes equipment that has been received but not yet placed in service. Normal repairs and maintenance costs are expensed as incurred. |
Intangible Assets | Intangible Assets Our intangible assets are finite-lived and consist of customer relationships, developed core technology, and the intellectual property (“IP”) rights associated with the acquisition of Maxygen Inc.’s (“Maxygen”) directed evolution technology in 2010. Intangible assets were recorded at their fair values at the date we acquired the assets and, for those assets having finite useful lives, are amortized using the straight-line method over their estimated useful lives. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Our long-lived assets include property and equipment and intangible assets. We determined that we have a single entity wide asset group ("Asset Group"). The directed evolution technology patent portfolio acquired from Maxygen ("Core IP") is the most significant component of the Asset Group since it is the base technology for all aspects of our research and development activities, and represents the basis for all of our identifiable cash flow generating capacity. Consequently, we do not believe that identification of independent cash flows associated with long-lived assets is currently possible at any lower level than the Asset Group. The carrying value of our long-lived assets in the Asset Group may not be recoverable based upon the existence of one or more indicators of impairment which could include: a significant decrease in the market price of our common stock; current period cash flow losses or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the assets; slower growth rates in our industry; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the assets; loss of significant customers or partners; or the current expectation that the assets will more likely than not be sold or disposed of significantly before the end of their estimated useful life. We evaluate recoverability of intangible assets based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the Asset Group. We make estimates and judgments about the future undiscounted cash flows over the remaining useful life of the Asset Group. Our anticipated future cash flows include our estimates of existing or in process product sales, production and operating costs, future capital expenditures, working capital needs, and assumptions regarding the ultimate sale of the Asset Group at the end of the life of the primary asset. The useful life of the Asset Group was based on the estimated useful life of the Core IP, the primary asset at the time of acquisition. There has been no change in the estimated useful life of the Asset Group. Although our cash flow forecasts are based on assumptions that are consistent with our plans, there is significant judgment involved in determining the cash flows attributable to the Asset Group over its estimated remaining useful life. |
Goodwill | Goodwill We determined that we operate in one operating segment and reporting unit under the criteria in ASC 280, “Segment Reporting.” Accordingly, our review of goodwill impairment indicators is performed at the consolidated level. We review goodwill impairment annually at each fiscal year end and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The goodwill impairment test consists of a two-step process. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, and the second step of the impairment test is not required. We use our market capitalization as an indicator of fair value. We believe that since our reporting unit is publicly traded, the ability of a controlling stockholder to benefit from synergies and other intangible assets that arise from control might cause the fair value of our reporting unit as a whole to exceed its market capitalization. In addition, we believe that the fair value measurement need not be based solely on the quoted market price of an individual share of our common stock, but also can consider the impact of a control premium in measuring the fair value of its reporting unit. If we were to use an income approach, it would establish a fair value by estimating the present value of our projected future cash flows expected to be generated from our business. The discount rate applied to the projected future cash flows to arrive at the present value would be intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. Our discounted cash flow methodology would consider projections of financial performance for a period of several years combined with an estimated residual value. The most significant assumptions we would use in a discounted cash flow methodology are the discount rate, the residual value and expected future revenue, gross margins and operating costs, along with considering any implied control premium. Should our market capitalization be less than total stockholders’ equity as of our annual test date or as of any interim impairment testing date, we would also consider market comparables, recent trends in our stock price over a reasonable period and, if appropriate, use an income approach to determine whether the fair value of our reporting unit is greater than the carrying amount. The second step, if required, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. Implied fair value is the excess of the fair value of the reporting unit over the fair value of all identified assets and liabilities. We base our fair value estimates on assumptions we believe to be reasonable. Actual future results may differ from those estimates. Goodwill represents the excess of cost over the fair value of net assets acquired in a business combination. Goodwill is not amortized. We tested goodwill for impairment at December 31, 2016 and concluded that the fair value of the reporting unit exceeded the carrying value and therefore no impairment existed. |
Income Taxes | Income Taxes We account for income taxes using the asset and liability approach. Under this approach, deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using enacted tax rates and tax laws in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are provided against deferred tax assets that are not likely to be realized. We make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits and deductions and in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expenses for tax and financial statement purposes. Significant changes to these estimates may result in an increase or decrease to our tax provision in a subsequent period. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized on a jurisdiction by jurisdiction basis. The ultimate realization of deferred tax assets is dependent upon the generation of taxable income in the future. We have recorded a valuation allowance against these deferred tax assets in jurisdictions where ultimate realization of deferred tax assets is deemed more likely than not to occur. As of December 31, 2016, we maintain a full valuation allowance in all jurisdictions against the net deferred tax assets as we believe that it is more likely than not that the majority of deferred tax assets will not be realized. We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance may be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the income statement for the periods in which the adjustment is determined to be required. We account for uncertainty in income taxes as required by the provisions of ASC Topic 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately anticipate actual outcomes. We recognize interest and penalties as a component of our income tax expense. The Tax Reform Act of 1986 and similar state provisions limit the use of net operating loss carryforwards in certain situations where equity transactions result in a change of ownership as defined by Internal Revenue Code Section 382. In the event we should experience such a change of ownership, utilization of Codexis’ federal and state net operating loss carryforwards could be limited. We maintain a full valuation allowance against net deferred tax assets as we believe that it is more likely than not that the majority of deferred tax assets will not be realized. |
Recently Issued and Adopted Accounting Guidance | Recently Issued and Adopted Accounting Guidance From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial statements upon adoption. In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," which defers by one year the effective date of ASU 2014-09. The standard becomes effective for the Company beginning January 1, 2018, but allows the Company to adopt the standard one year earlier if it so chooses. In March 2016, the FASB issued ASU No. 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which requires an entity to determine whether the nature of its promise is to provide a good or service to the customer (i.e., the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (i.e., the entity is an agent). In April, 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing," which clarifies the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. In May, 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients," which clarifies guidance in certain narrow areas and adds some practical expedients. The above updates do not change the core principles of the guidance in ASU 2014-09. The amendments have the same effective date and transition requirements as the new revenue recognition standard. We are currently in the early stages of evaluating the effect that the standard and subsequent updates will have on our consolidated financial statements and related disclosures. In August 2014, the FASB issued Accounting Standards Update ("ASU") 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." ASU 2014-15 defines management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and provide related disclosures. ASU 2014-15 is effective for annual reporting periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. We do not expect the adoption of ASU 2014-15 will have a material impact on our consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory," which simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This ASU is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. We do not expect the adoption of ASU 2015-11 will have a material impact on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which replaces prior lease guidance (Topic 840.) The new guidance requires lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to today’s accounting. The guidance also eliminates today’s real estate-specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Entities have the option to use certain practical expedients. Full retrospective application is prohibited. This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," changing certain aspects of accounting for share-based payments to employees (Topic 718), as well as affecting the accounting classification within the statement of cash flows. The new guidance will require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It will allow a policy election to account for forfeitures as they occur and will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting. This ASU is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. We do not expect the adoption of ASU 2016-09 will have a material impact on our consolidated financial statements and related disclosures and we expect to continue the application of a forfeiture rate to estimate the number of awards that are expected to vest. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," which amends the FASB's guidance on the impairment of financial instruments. The ASU adds to GAAP an impairment model (known as the "current expected credit loss model") that is based on expected losses rather than incurred losses. ASU 2016-13 is effective for annual reporting periods ending after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2016-13 is not expected to have a material impact on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," which provides the FASB's guidance on certain cash flow statements items. ASU 2016-15 is effective for fiscal reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted including adoption in an interim period. The adoption of ASU 2016-15 is not expected to have a material impact on our consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230) Restricted Cash a consensus of the FASB Emerging Issues Task Force." The standard requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents on the statement of cash flows. The new standard is expected to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-18 on our consolidated financial statements and related disclosures. |
Basis of Presentation and Sum25
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of estimated ranges of useful lives of property and equipment | Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their estimated useful lives as follows: Asset classification Estimated useful life Laboratory equipment 5 years Computer equipment and software 3 to 5 years Office equipment and furniture 5 years Leasehold improvements Lesser of useful life or lease term Property and equipment, net consisted of the following (in thousands): December 31, 2016 2015 Laboratory equipment (1) $ 18,849 $ 20,503 Leasehold improvements 10,395 10,369 Computer equipment and software 3,267 3,271 Office equipment and furniture 1,171 1,178 Construction in progress (2) 124 3 Property and equipment 33,806 35,324 Less: accumulated depreciation and amortization (31,651 ) (32,215 ) Property and equipment, net $ 2,155 $ 3,109 (1) Fully depreciated laboratory equipment with a cost of $2.3 million was retired during 2016. (2) Construction in progress includes equipment received but not yet placed into service pending installation. |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares were not included in the computation of diluted net loss per share (in thousands): Years Ended December 31, 2016 2015 2014 Shares issuable under Equity Incentive Plan 5,567 5,932 6,193 Shares issuable upon the conversion of warrants 73 75 75 Total anti-dilutive securities 5,640 6,007 6,268 |
Cash Equivalents and Marketab27
Cash Equivalents and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Available-for-sale Securities [Abstract] | |
Schedule of cash equivalents and marketable securities | Cash equivalents and marketable securities at December 31, 2016 and 2015 consisted of the following (in thousands): December 31, 2016 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Average Contractual Maturities (in days) Money market funds $ 11,172 $ — $ — $ 11,172 n/a Common shares of CO 2 Solutions 563 579 — 1,142 n/a Total $ 11,735 $ 579 $ — $ 12,314 December 31, 2015 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Average Contractual Maturities (in days) Money market funds $ 11,120 $ — $ — $ 11,120 n/a Common shares of CO2 Solutions 563 986 — 1,549 n/a Total $ 11,683 $ 986 $ — $ 12,669 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract] | |
Summary of financial instruments measured at fair value on a recurring basis | The following table presents the financial instruments that were measured at fair value on a recurring basis at December 31, 2016 and 2015 by level within the fair value hierarchy (in thousands): December 31, 2016 Financial Assets Level 1 Level 2 Level 3 Total Money market funds $ 11,172 $ — $ — $ 11,172 Common shares of CO 2 Solutions (1) — 1,142 — 1,142 Total $ 11,172 $ 1,142 $ — $ 12,314 December 31, 2015 Financial Assets Level 1 Level 2 Level 3 Total Money market funds $ 11,120 $ — $ — $ 11,120 Common shares of CO 2 Solutions (1) — 1,549 — 1,549 Total $ 11,120 $ 1,549 $ — $ 12,669 (1) We calculated the fair value of our investment in 10,000,000 common shares of CO 2 Solutions using the market value of common shares as determined by trading on the TSX Venture Exchange. |
Balance Sheets Details (Tables)
Balance Sheets Details (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Allowance for Credit Losses on Financing Receivables | The following is a summary of activity in our allowance for doubtful accounts for the periods presented (in thousands): December 31, 2016 2015 2014 Allowance - beginning of period $ (421 ) $ (428 ) $ (460 ) Provision for bad debts — — (11 ) Recoveries from bad debts — 7 — Write-offs and other — — 43 Allowance - end of period $ (421 ) $ (421 ) $ (428 ) |
Schedule of inventory components | Inventories consisted of the following (in thousands): December 31, 2016 2015 Raw materials (1) $ 118 $ 262 Work in process (2) 59 — Finished goods (2) 648 730 Total $ 825 $ 992 (1) Raw materials include active pharmaceutical ingredients and other raw materials. (2) Work-in-process and finished goods include third party manufacturing costs and labor and indirect costs we incur in the production process. |
Property and Equipment, net | Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their estimated useful lives as follows: Asset classification Estimated useful life Laboratory equipment 5 years Computer equipment and software 3 to 5 years Office equipment and furniture 5 years Leasehold improvements Lesser of useful life or lease term Property and equipment, net consisted of the following (in thousands): December 31, 2016 2015 Laboratory equipment (1) $ 18,849 $ 20,503 Leasehold improvements 10,395 10,369 Computer equipment and software 3,267 3,271 Office equipment and furniture 1,171 1,178 Construction in progress (2) 124 3 Property and equipment 33,806 35,324 Less: accumulated depreciation and amortization (31,651 ) (32,215 ) Property and equipment, net $ 2,155 $ 3,109 (1) Fully depreciated laboratory equipment with a cost of $2.3 million was retired during 2016. (2) Construction in progress includes equipment received but not yet placed into service pending installation. |
Intangible Assets | Intangible assets consisted of the following (in thousands): December 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted- Average Amortization Period (in years) Developed and core technology $ 1,534 $ (1,534 ) $ — $ 1,534 $ (1,534 ) $ — 5 Maxygen intellectual property 20,244 (20,244 ) — 20,244 (17,432 ) 2,812 6 Total $ 21,778 $ (21,778 ) $ — $ 21,778 $ (18,966 ) $ 2,812 |
Schedule of accrued liabilities | Other accrued liabilities consisted of the following (in thousands): December 31, 2016 2015 Accrued purchase (1) $ 67 $ 430 Accrued professional and outside service fees 746 498 Deferred rent 168 143 Lease incentive obligation 425 425 Other 705 517 Total $ 2,111 $ 2,013 (1) Amount represents products and services received but have not been billed as of December 31, 2016 and 2015. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock-based compensation expense | Stock-based compensation expense is included in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2016 2015 2014 Research and development $ 1,033 $ 935 $ 953 Selling, general and administrative 4,640 4,191 3,667 $ 5,673 $ 5,126 $ 4,620 |
Assumptions used to estimate the fair value of option grants | The following summarize the ranges of weighted-average assumptions used to estimate the fair value of employee stock options granted: Years Ended December 31, 2016 2015 2014 Expected life (years) 5.3 6.1 6.0 Volatility 64.2 % 66.1 % 65.0 % Risk-free interest rate 1.3 % 1.7 % 1.9 % Expected dividend yield (1) 0.0 % 0.0 % 0.0 % (1) We do not currently pay dividends, and thus the dividend rate variable in the Black-Scholes-Merton option-pricing model is zero . |
Schedule of share-based compensation, stock options, activity | The following table summarizes stock option activity in 2016: Number Weighted Weighted Aggregate Intrinsic (in thousands) (in years) (in thousands) Balance at January 1, 2016 3,918 $ 4.49 Granted 971 $ 4.16 Exercised (398 ) $ 2.60 Forfeited/Expired (601 ) $ 5.76 Outstanding at December 31, 2016 3,890 $ 4.40 6.54 $ 4,494 Exercisable at December 31, 2016 2,477 $ 4.84 5.31 $ 3,138 Vested and expected to vest at December 31, 2016 3,693 $ 4.42 6.40 $ 4,381 |
Schedule of share-based compensation, RSA activity | The following table summarizes the RSAs activity in 2016: Number Weighted Average (in thousands) Non-vested balance at January 1, 2016 480 $ 3.29 Granted 185 $ 4.21 Vested (435 ) $ 3.40 Forfeited/Expired — $ — Non-vested balance at December 31, 2016 230 $ 3.82 |
Schedule of share-based compensation, RSU activity | The following table summarizes the RSUs activity in 2016: Number Weighted Average (in thousands) Non-vested balance at January 1, 2016 545 $ 3.15 Granted 330 $ 4.10 Vested (243 ) $ 3.11 Forfeited/Expired (15 ) $ 2.74 Non-vested balance at December 31, 2016 617 $ 3.69 |
Share-based compensation, performance shares sward outstanding activity | The following table summarizes the PSUs activity in 2016: Number Weighted Average (in thousands) Non-vested balance at January 1, 2016 989 $ 2.94 Granted 629 $ 4.10 Vested (482 ) $ 2.89 Forfeited/Expired (305 ) $ 2.82 Non-vested balance at December 31, 2016 831 $ 3.88 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of common stock warrants issued and outstanding | The following warrants were issued and outstanding at December 31, 2016 : Issue Date Shares Subject to warrants Exercise Price per Share Expiration September 28, 2007 72,727 $ 8.25 September 28, 2017 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before income taxes, domestic and foreign | Our loss before provision for income taxes was as follows (in thousands): Years Ended December 31, 2016 2015 2014 United States $ (8,174 ) $ (7,641 ) $ (20,980 ) Foreign (424 ) (278 ) 1,653 Loss before provision for income taxes $ (8,598 ) $ (7,919 ) $ (19,327 ) |
Components of provision for income taxes | The components of the provision for income taxes are as follows (in thousands): Years Ended December 31, 2016 2015 2014 Current provision (benefit): Federal $ — $ — $ — State 5 5 5 Foreign (14 ) (13 ) (371 ) Total current provision (benefit) (9 ) (8 ) (366 ) Deferred provision (benefit): Federal — (293 ) — State — (21 ) — Foreign (31 ) (16 ) 110 Total deferred provision (benefit) (31 ) (330 ) 110 Total benefit from income taxes $ (40 ) $ (338 ) $ (256 ) |
Reconciliation of provision for income taxes calculated at the statutory rate to provision for income taxes | Reconciliation of the provision for income taxes calculated at the statutory rate to our provision for (benefit from) income taxes is as follows (in thousands): Years Ended December 31, 2016 2015 2014 Tax benefit at federal statutory rate $ (2,924 ) $ (2,693 ) $ (6,571 ) State taxes 127 1,126 249 Research and development credits (161 ) (85 ) (57 ) Foreign operations taxed at different rates 30 31 447 Stock-based compensation 327 77 (2 ) Other nondeductible items 660 (43 ) (364 ) Change in valuation allowance 1,901 1,249 6,042 Benefit from income taxes $ (40 ) $ (338 ) $ (256 ) |
Significant components of our deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Net operating losses $ 72,588 $ 70,005 Credits 5,016 4,671 Deferred revenues 1,025 3,357 Stock-based compensation 3,750 3,460 Reserves and accruals 2,952 2,713 Depreciation 2,516 2,377 Intangible assets 5,536 5,127 Capital losses 933 933 Unrealized gain/loss 277 126 Other assets 110 98 Total deferred tax assets: 94,703 92,867 Deferred tax liabilities: Other (103 ) (199 ) Total deferred tax liabilities: (103 ) (199 ) Valuation allowance (94,663 ) (92,762 ) Net deferred tax liabilities $ (63 ) $ (94 ) |
Summary of federal, state and foreign NOL carryforwards and federal research and development tax credits | The following table sets forth the Company’s federal, state and foreign NOL carryforwards and federal research and development tax credits as of December 31, 2016 (in thousands): December 31, 2016 Amount Expiration Years Net operating losses, federal $ 213,061 2022-2036 Net operating losses, state 120,234 2017-2036 Tax credits, federal 5,634 2022-2036 Tax credits, state 7,048 Do not expire Net operating losses, foreign 627 Various Tax credits, foreign 10 Various |
Reconciliation of the beginning and ending amount of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Rollforward Table (at Gross): As of December 31, 2016 2015 2014 Balance at beginning of year $ 8,152 $ 7,838 $ 8,306 Additions based on tax positions related to current year 459 368 346 Additions to tax provision of prior years — — — Reductions to tax provision of prior years (45 ) (54 ) (814 ) Lapse of the applicable statute of limitations — — — Balance at end of year $ 8,566 $ 8,152 $ 7,838 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Loss Contingency [Abstract] | |
Schedule of future minimum payments under non-cancellable operating leases | Future minimum payments under non-cancellable operating leases are as follows at December 31, 2016 (in thousands): Lease Payments Years ending December 31, 2017 $ 3,077 2018 3,185 2019 3,280 2020 712 2021 490 Thereafter 41 Total minimum payments (1) $ 10,785 (1) Minimum payments have not been reduced by future minimum sublease rentals of $1.8 million to be received under non-cancellable subleases. |
Significant Customer and Geog34
Significant Customer and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting Information, Operating Income (Loss) [Abstract] | |
Schedules of concentration of risk | Customers that each contributed 10% or more of our net revenue were as follows: Percentage of Total Revenues For The Years Ended December 31, 2016 2015 2014 Merck 47 % 29 % 24 % GSK 22 % 20 % 17 % Exela * 12 % 21 % * Percentage was less than 10% Customers that each accounted for 10% or more of our accounts receivable balance for the period presented were as follows: Percentage of Accounts Receivables As Of December 31, 2016 2015 Customer A (1) 54 % 12 % Customer B 16 % * Customer C — % 22 % Customer D (2) — % 40 % (1) This customer also contributed 10% or more of our net revenue in 2016 , 2015 and 2014 . (2) This represents a $3.1 million final settlement relating to past-due payments and settlement of future payments associated with our royalty business with a non-core customer as of December 31, 2015. We collected the full amount in February 2016. |
Schedule of revenues by geographical area | Geographic revenues are identified by the location of the customer and consist of the following (in thousands): Years Ended December 31, 2016 2015 2014 Revenues United States $ 21,309 $ 24,795 $ 16,136 Europe 17,138 14,151 15,067 Asia India 3,578 1,026 919 Singapore 3,836 963 1,435 Others 1,159 864 1,637 Others 1,817 5 113 Total $ 48,837 $ 41,804 $ 35,307 |
Schedule of long-lived assets by geographical area | Geographic presentation of identifiable long-lived assets below shows those assets that can be directly associated with a particular geographic area and consist of the following (in thousands): December 31, 2016 2015 Long-lived assets United States $ 2,414 $ 6,231 |
Basis of Presentation and Sum35
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||||
Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($)operating_segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Restricted Cash and Investments, Noncurrent | $ 1,624,000 | $ 1,624,000 | $ 1,624,000 | $ 787,000 | ||
Advertising | ||||||
Advertising Expense | 500,000 | 300,000 | $ 300,000 | |||
Cash, Cash Equivalents and Marketable Securities [Abstract] | ||||||
Cash and cash equivalents | 19,240,000 | 19,240,000 | 19,240,000 | 23,273,000 | 26,487,000 | $ 22,130,000 |
Cash | 8,100,000 | 8,100,000 | 8,100,000 | 12,153,000 | ||
Money market funds | $ 11,200,000 | 11,200,000 | $ 11,200,000 | 11,100,000 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||||
Impairment of laboratory equipment | 1,800,000 | |||||
Number of operating segments | 1 | 1 | ||||
Goodwill impairment | 0 | 0 | $ 0 | |||
India | ||||||
Cash, Cash Equivalents and Marketable Securities [Abstract] | ||||||
Restricted cash | $ 800,000 | 800,000 | $ 800,000 | |||
Collateral Pledged | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Restricted Cash and Investments, Noncurrent | $ 800,000 | |||||
Cash, Cash Equivalents and Marketable Securities [Abstract] | ||||||
Restricted cash | $ 800,000 | $ 800,000 | $ 800,000 |
Basis of Presentation and Sum36
Basis of Presentation and Summary of Significant Accounting Policies - Plant, Property, and Equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (years) | 5 years |
Computer equipment and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (years) | 3 years |
Computer equipment and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (years) | 5 years |
Office equipment and furniture | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (years) | 5 years |
Net Loss per Share (Details)
Net Loss per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive securities | 5,640 | 6,007 | 6,268 |
Shares issuable under Equity Incentive Plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive securities | 5,567 | 5,932 | 6,193 |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive securities | 73 | 75 | 75 |
Collaborative Arrangements (Det
Collaborative Arrangements (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2016 | Apr. 30, 2016 | Sep. 30, 2015 | Aug. 31, 2015 | Jul. 31, 2014 | Feb. 29, 2012 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
GlaxoSmithKline (GSK) | ||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||
Proceeds from license fees received | $ 6,000,000 | |||||||||
Revenue recognized | $ 7,500,000 | $ 6,500,000 | $ 5,000,000 | |||||||
Term of milestone agreement | 3 years | |||||||||
Minimum milestone receivable | $ 5,750,000 | |||||||||
Maximum milestone receivable | $ 38,500,000 | |||||||||
Termination notice period | 90 days | |||||||||
License and service revenue | $ 3,000,000 | $ 2,000,000 | ||||||||
Deferred revenue | 3,000,000 | |||||||||
Technology Transfer, Collaboration and License Agreement | Merck | ||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||
Proceeds from license fees received | $ 5,000,000 | |||||||||
Revenue recognized | $ 5,000,000 | 8,000,000 | ||||||||
Term of milestone agreement | 2 years | |||||||||
Potential royalty revenue | 15,000,000 | |||||||||
License and service revenue | 4,000,000 | 1,000,000 | ||||||||
Deferred revenue | 4,000,000 | |||||||||
Supply Agreement | ||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||
Upfront milestone payment | $ 750,000 | |||||||||
Supply Agreement | Merck | ||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||
Term of milestone agreement | 5 years | |||||||||
Term of agreement extension | 5 years | |||||||||
License and service revenue | 1,300,000 | 1,900,000 | $ 2,000,000 | |||||||
Deferred revenue | $ 1,300,000 | 1,300,000 | 1,000,000 | |||||||
Merck | ||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||
Sales revenue, goods | 5,600,000 | 1,600,000 | $ 2,500,000 | |||||||
Collaborative Arrangement | ||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||
Revenue recognized | $ 1,800,000 | $ 1,500,000 |
Cash Equivalents and Marketab39
Cash Equivalents and Marketable Securities (Components of Cash Equivalents and Marketable Securities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Adjusted Cost | $ 11,735 | $ 11,683 |
Gross Unrealized Gains | 579 | 986 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 12,314 | 12,669 |
Common shares of CO2 Solutions | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Adjusted Cost | 563 | 563 |
Gross Unrealized Gains | 579 | 986 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 1,142 | 1,549 |
Money market funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Adjusted Cost | 11,172 | 11,120 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 11,172 | $ 11,120 |
Cash Equivalents and Marketab40
Cash Equivalents and Marketable Securities (Additional Information) (Details) - USD ($) | 1 Months Ended | ||||
Dec. 31, 2009 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and cash equivalents | $ 19,240,000 | $ 23,273,000 | $ 26,487,000 | $ 22,130,000 | |
Money market funds | 11,200,000 | 11,100,000 | |||
Cash | 8,100,000 | 12,153,000 | |||
Initial ownership percentage at the time of investment | 16.60% | ||||
Statutory resale restriction expiry period | 4 months | ||||
Number of marketable securities in unrealized loss position | $ 0 | $ 0 | |||
Common shares of CO2 Solutions | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Number of CO2 Solutions common shares we invested in (shares) | 10,000,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of financial instruments measured at fair value on a recurring basis | ||
Total financial assets measured at fair value on a recurring basis | $ 12,314 | $ 12,669 |
Total | 12,314 | 12,669 |
Money market funds | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Money market funds | 11,172 | 11,120 |
Total financial assets measured at fair value on a recurring basis | 11,172 | 11,120 |
Level 1 | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Total | 11,172 | 11,120 |
Level 1 | Money market funds | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Money market funds | 11,172 | 11,120 |
Level 2 | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Total | 1,142 | 1,549 |
Level 2 | Money market funds | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Money market funds | 0 | 0 |
Level 3 | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Total | 0 | 0 |
Level 3 | Money market funds | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Money market funds | 0 | 0 |
Common shares of CO2 Solutions | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Total financial assets measured at fair value on a recurring basis | $ 1,142 | 1,549 |
Number of CO2 Solutions common shares we invested in (shares) | 10,000,000 | |
Common shares of CO2 Solutions | Level 1 | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Total financial assets measured at fair value on a recurring basis | $ 0 | 0 |
Common shares of CO2 Solutions | Level 2 | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Total financial assets measured at fair value on a recurring basis | 1,142 | 1,549 |
Common shares of CO2 Solutions | Level 3 | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Total financial assets measured at fair value on a recurring basis | $ 0 | $ 0 |
Fair Value Measurements - Textu
Fair Value Measurements - Textual (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2009 | Dec. 31, 2016 | |
Investment [Line Items] | ||
Level 1 to Level 2 transfers | $ 0 | |
Common shares of CO2 Solutions | ||
Investment [Line Items] | ||
Number of Common Shares Fair Value | 10,000,000 | |
Common shares of CO2 Solutions | ||
Investment [Line Items] | ||
Number of Common Shares Fair Value | 10,000,000 |
Balance Sheets Details - Allowa
Balance Sheets Details - Allowance for Doubtful Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance - beginning of period | $ (421) | $ (428) | $ (460) |
Provision for bad debts | 0 | 0 | (11) |
Recoveries from bad debts | 0 | 7 | 0 |
Write-offs and other | 0 | 0 | 43 |
Allowance - end of period | $ (421) | $ (421) | $ (428) |
Balance Sheets Details - Schedu
Balance Sheets Details - Schedule of Inventory Components (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Inventory Components | ||
Raw materials | $ 118 | $ 262 |
Work in process | 59 | 0 |
Finished goods | 648 | 730 |
Total | $ 825 | $ 992 |
Balance Sheets Details - Proper
Balance Sheets Details - Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | $ 33,806 | $ 35,324 |
Less: accumulated depreciation and amortization | (31,651) | (32,215) |
Property and equipment, net | 2,155 | 3,109 |
Laboratory equipment | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | 18,849 | 20,503 |
Equipment retired during period | 2,300 | |
Leasehold improvements | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | 10,395 | 10,369 |
Computer equipment and software | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | 3,267 | 3,271 |
Furniture and Fixtures | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | 1,171 | 1,178 |
Construction in progress | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | $ 124 | $ 3 |
Balance Sheets Details - Intang
Balance Sheets Details - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 21,778 | $ 21,778 |
Accumulated Amortization | (21,778) | (18,966) |
Net Carrying Amount | 0 | 2,812 |
Developed and core technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,534 | 1,534 |
Accumulated Amortization | (1,534) | (1,534) |
Net Carrying Amount | $ 0 | 0 |
Weighted- Average Amortization Period | 5 years | |
Maxygen intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 20,244 | 20,244 |
Accumulated Amortization | (20,244) | (17,432) |
Net Carrying Amount | $ 0 | $ 2,812 |
Weighted- Average Amortization Period | 6 years |
Balance Sheets Details - Textua
Balance Sheets Details - Textual (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | ||
Changes in carrying value of goodwill | $ 0 | $ 0 |
Goodwill | $ 3,241,000 | $ 3,241,000 |
Balance Sheets Details - Accrue
Balance Sheets Details - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued purchase | $ 67 | $ 430 |
Accrued professional and outside service fees | 746 | 498 |
Deferred rent | 168 | 143 |
Lease incentive obligation | 425 | 425 |
Other | 705 | 517 |
Total | $ 2,111 | $ 2,013 |
Assets Held for Sale and Sale49
Assets Held for Sale and Sale of Former Hungarian Subsidiary - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Entity Location [Line Items] | ||||
Proceeds from sale of Hungarian subsidiary | $ 1,500 | $ 0 | $ 0 | $ 1,500 |
Change in fair value of assets held for sale | 800 | 0 | 0 | 698 |
Gain (loss) on disposition of property plant equipment | 800 | $ 42 | $ (32) | (24) |
VAT Liability | $ 400 | |||
Change in fair value of assets held for sale | 700 | |||
Net loss on disposal and exchange of assets (less than $.1 million in 2014) | 300 | |||
Net loss on disposal and exchange of assets held for sale (Less than $0.1 million in 2014) | $ 100 | |||
Hungary | ||||
Entity Location [Line Items] | ||||
Percentage of ownership before transaction | 100.00% |
Stock-based Compensation - Text
Stock-based Compensation - Textual (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2010 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total shares remaining available for issuance (shares) | 7,844,998 | |||
Share-based compensation | $ 5,673 | $ 5,126 | $ 4,620 | |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of voting interests | 10.00% | |||
Purchase price of common stock when voting percent is above minimum threshold | 110.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||
Vesting period of units granted | 4 years | |||
Weighted average grant date fair value (usd per share) | $ 2.32 | $ 2.09 | $ 1.20 | |
Aggregate intrinsic value of options exercised | $ 600 | $ 400 | $ 57 | |
Unrecognized compensation cost, options | $ 2,100 | |||
Weighted-average remaining amortization period (years) | 2 years 8 months 9 days | |||
Non-Statutory Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Option price as a percent of common stock | 85.00% | |||
RSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average remaining amortization period (years) | 7 months 24 days | |||
Weighted average grant date fair value (usd per share) | $ 4.21 | $ 4.10 | $ 1.64 | |
Equity instruments other than options, aggregate intrinsic value, vested | $ 1,800 | $ 2,300 | $ 700 | |
Unrecognized compensation cost, awards other than options | $ 400 | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average remaining amortization period (years) | 1 year 6 months 11 days | |||
Weighted average grant date fair value (usd per share) | $ 4.10 | $ 3.65 | $ 2.14 | |
Equity instruments other than options, aggregate intrinsic value, vested | $ 1,000 | $ 2,900 | $ 1,900 | |
Unrecognized compensation cost, awards other than options | $ 1,100 | |||
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of units granted | 2 years | |||
Weighted-average remaining amortization period (years) | 6 months 4 days | |||
Weighted average grant date fair value (usd per share) | $ 4.10 | $ 3.45 | $ 2 | |
Equity instruments other than options, aggregate intrinsic value, vested | $ 1,800 | $ 800 | $ 0 | |
Unrecognized compensation cost, awards other than options | $ 1,100 | |||
2010 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares initially available for future issuance (shares) | 1,100,000 | |||
Reduction of share reserve for each share granted (shares) | 1 | |||
Minimum | RSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of units granted | 1 year | |||
Minimum | RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of units granted | 3 years | |||
Maximum | RSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of units granted | 3 years | |||
Maximum | RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of units granted | 4 years |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of stock-based compensation expense | |||
Stock-based compensation | $ 5,673 | $ 5,126 | $ 4,620 |
Research and development | |||
Schedule of stock-based compensation expense | |||
Stock-based compensation | 1,033 | 935 | 953 |
Selling, general and administrative | |||
Schedule of stock-based compensation expense | |||
Stock-based compensation | $ 4,640 | $ 4,191 | $ 3,667 |
Stock-based Compensation - St52
Stock-based Compensation - Stock Option Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (years) | 5 years 3 months 29 days | 6 years 22 days | 6 years |
Volatility | 64.20% | 66.10% | 65.00% |
Risk-free interest rate | 1.30% | 1.70% | 1.90% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-based Compensation - Opti
Stock-based Compensation - Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Number of Shares Subject to Outstanding Options | |
Outstanding, beginning of period (shares) | shares | 3,918 |
Granted (shares) | shares | 971 |
Exercised (shares) | shares | (398) |
Forfeited (shares) | shares | (601) |
Outstanding, end of period (shares) | shares | 3,890 |
Options exercisable (shares) | shares | 2,477 |
Options vested and expected to vest (shares) | shares | 3,693 |
Weighted-average Exercise Price of Outstanding Options | |
Outstanding, beginning of period (usd per share) | $ / shares | $ 4.49 |
Granted (usd per share) | $ / shares | 4.16 |
Exercised (usd per share) | $ / shares | 2.60 |
Forfeited/Expired (usd per share) | $ / shares | 5.76 |
Outstanding, end of period (usd per share) | $ / shares | 4.40 |
Options exercisable (usd per share) | $ / shares | 4.84 |
Options vested and expected to vest (usd per share) | $ / shares | $ 4.42 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted average remaining contractual terms | 6 years 6 months 15 days |
Weighted average remaining contractual terms, exercisable options | 5 years 3 months 22 days |
Weighted average remaining contractual terms, vested and expected to vest options | 6 years 4 months 24 days |
Aggregate intrinsic value | $ | $ 4,494 |
Aggregate intrinsic value, exercisable options | $ | 3,138 |
Aggregate intrinsic value, options vested and expected to vest | $ | $ 4,381 |
Stock-based Compensation - Equi
Stock-based Compensation - Equity Instruments Other than Options Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
RSAs | |||
Number of Shares | |||
Non-vested, beginning of period (shares) | 480 | ||
Granted (shares) | 185 | ||
Vested (shares) | (435) | ||
Forfeited/expired (shares) | 0 | ||
Non-vested, end of period (shares) | 230 | 480 | |
Weighted-average Grant Date Fair Value per Share | |||
Non-vested, end of period (usd per share) | $ 3.29 | ||
Granted, weighted average grant date fair value (usd per share) | 4.21 | $ 4.10 | $ 1.64 |
Vested, weighted average grant date fair value (usd per share) | 3.40 | ||
Forfeited/Expired, weighted average exercise price per share (usd per share) | 0 | ||
Non-vested, beginning of period (usd per share) | $ 3.82 | $ 3.29 | |
RSUs | |||
Number of Shares | |||
Non-vested, beginning of period (shares) | 545 | ||
Granted (shares) | 330 | ||
Vested (shares) | (243) | ||
Forfeited/expired (shares) | (15) | ||
Non-vested, end of period (shares) | 617 | 545 | |
Weighted-average Grant Date Fair Value per Share | |||
Non-vested, end of period (usd per share) | $ 3.15 | ||
Granted, weighted average grant date fair value (usd per share) | 4.10 | $ 3.65 | 2.14 |
Vested, weighted average grant date fair value (usd per share) | 3.11 | ||
Forfeited/Expired, weighted average exercise price per share (usd per share) | 2.74 | ||
Non-vested, beginning of period (usd per share) | $ 3.69 | $ 3.15 | |
PSUs | |||
Number of Shares | |||
Non-vested, beginning of period (shares) | 989 | ||
Granted (shares) | 629 | ||
Vested (shares) | (482) | ||
Forfeited/expired (shares) | (305) | ||
Non-vested, end of period (shares) | 831 | 989 | |
Weighted-average Grant Date Fair Value per Share | |||
Non-vested, end of period (usd per share) | $ 2.94 | ||
Granted, weighted average grant date fair value (usd per share) | 4.10 | $ 3.45 | $ 2 |
Vested, weighted average grant date fair value (usd per share) | 2.89 | ||
Forfeited/Expired, weighted average exercise price per share (usd per share) | 2.82 | ||
Non-vested, beginning of period (usd per share) | $ 3.88 | $ 2.94 |
Capital Stock - Narrative (Deta
Capital Stock - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | |||
Proceeds from Warrant Exercises | $ 0 | $ 0 | $ 0 |
Capital Stock - Warrants (Detai
Capital Stock - Warrants (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | |||
Proceeds from Warrant Exercises | $ 0 | $ 0 | $ 0 |
Warrants Issued on September 28, 2007 and Expiring on September 28, 2017 | |||
Class of Warrant or Right [Line Items] | |||
Shares subject to warrants (shares) | 72,727 | ||
Exercise Price per Share (usd per share) | $ 8.25 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution amount | $ 0.4 | $ 0.5 | $ 0.4 |
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Minimum employee eligibility age (years) | 18 years |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (8,174) | $ (7,641) | $ (20,980) |
Foreign | (424) | (278) | 1,653 |
Loss before provision for income taxes | $ (8,598) | $ (7,919) | $ (19,327) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current provision (benefit): | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 5 | 5 | 5 |
Foreign | (14) | (13) | (371) |
Total current provision (benefit) | (9) | (8) | (366) |
Deferred provision (benefit): | |||
Federal | 0 | (293) | 0 |
State | 0 | (21) | 0 |
Foreign | (31) | (16) | 110 |
Total deferred provision (benefit) | (31) | (330) | 110 |
Total benefit from income taxes | $ (40) | $ (338) | $ (256) |
Income Taxes - Tax Rate Reconci
Income Taxes - Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Rate Reconciliation | |||
Tax benefit at federal statutory rate | $ (2,924) | $ (2,693) | $ (6,571) |
State taxes | 127 | 1,126 | 249 |
Research and development credits | (161) | (85) | (57) |
Foreign operations taxed at different rates | 30 | 31 | 447 |
Stock-based compensation | 327 | 77 | (2) |
Other nondeductible items | 660 | (43) | (364) |
Change in valuation allowance | 1,901 | 1,249 | 6,042 |
Total benefit from income taxes | $ (40) | $ (338) | $ (256) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating losses | $ 72,588 | $ 70,005 |
Credits | 5,016 | 4,671 |
Deferred revenues | 1,025 | 3,357 |
Stock-based compensation | 3,750 | 3,460 |
Reserves and accruals | 2,952 | 2,713 |
Depreciation | 2,516 | 2,377 |
Intangible assets | 5,536 | 5,127 |
Capital losses | 933 | 933 |
Unrealized gain/loss | 277 | 126 |
Other assets | 110 | 98 |
Total deferred tax assets: | 94,703 | 92,867 |
Deferred tax liabilities: | ||
Other | (103) | (199) |
Total deferred tax liabilities: | (103) | (199) |
Valuation allowance | (94,663) | (92,762) |
Net deferred tax liabilities | $ (63) | $ (94) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefit Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 8,152 | $ 7,838 | $ 8,306 |
Additions based on tax positions related to current year | 459 | 368 | 346 |
Additions to tax provision of prior years | 0 | 0 | 0 |
Reductions to tax provision of prior years | (45) | (54) | (814) |
Lapse of the applicable statute of limitations | 0 | 0 | 0 |
Balance at end of year | 8,566 | $ 8,152 | $ 7,838 |
Federal | |||
Net Operating Losses and Tax Credit Carryforwards | |||
Net operating losses, amount | 213,061 | ||
Tax credits, amount | 5,634 | ||
State | |||
Net Operating Losses and Tax Credit Carryforwards | |||
Net operating losses, amount | 120,234 | ||
Tax credits, amount | 7,048 | ||
Foreign | |||
Net Operating Losses and Tax Credit Carryforwards | |||
Net operating losses, amount | 627 | ||
Tax credits, amount | $ 10 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||
Increase in deferred tax asset valuation allowance | $ 1,900 | $ 1,200 | $ 5,200 |
Interest and penalties recognize in income tax expense | 35 | 24 | $ (47) |
Interest and penalties recognized on the balance sheet | 292 | 257 | |
Unrecognized tax benefits that would impact effective tax rate | 400 | $ 400 | |
India | |||
Income Taxes [Line Items] | |||
Deferred tax liability from undistributed foreign earnings | $ 100 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016USD ($)ft²buildingclaim | Oct. 31, 2016USD ($) | Apr. 30, 2016USD ($) | Dec. 31, 2016USD ($)ft²buildingclaim | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Long-term Purchase Commitment [Line Items] | ||||||
Lease area space occupancy (in square feet) | ft² | 107,200 | 107,200 | ||||
Number of buildings | building | 4 | 4 | ||||
Incentive from Lessor | $ 1,300 | $ 1,300 | $ 1,700 | |||
Asset retirement obligations | 400 | 400 | 400 | |||
Letters of credit | 800 | 800 | 800 | |||
Remaining minimum lease payments | 10,785 | 10,785 | ||||
Rent expense | 3,400 | 3,400 | $ 3,400 | |||
Sublease income | 1,200 | 600 | $ 400 | |||
Total future minimum sublease rentals to be received under noncancellable subleases | 1,800 | $ 1,800 | ||||
Capital lease obligations incurred | $ 500 | |||||
Capital leases, term of contract | 3 years | |||||
Number of claims pending | claim | 5 | 5 | ||||
Non-current portion of lease incentive obligation | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Incentive from Lessor | $ 900 | $ 900 | $ 1,300 | |||
Manufacture and Supply Agreement | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Commitment amount | $ 1,800 | |||||
Research and development arrangement | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Commitment amount | $ 1,400 | |||||
Notice to suppliers to cancel agreement | 60 days |
Commitments and Contingencies65
Commitments and Contingencies - Future Minimum Payments Under Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Future minimum payments under non-cancellable operating leases | |
2,017 | $ 3,077 |
2,018 | 3,185 |
2,019 | 3,280 |
2,020 | 712 |
2,021 | 490 |
Thereafter | 41 |
Total minimum payments | $ 10,785 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 10, 2014 | |
Related Party Transaction [Line Items] | ||||
Revenue sharing arrangement | $ 2,200,000 | $ 4,829,000 | $ 7,298,000 | |
Exela PharmSci, Inc | ||||
Related Party Transaction [Line Items] | ||||
Revenue sharing arrangement | 2,200,000 | 4,800,000 | $ 7,300,000 | |
Accounts receivable, related parties | 0 | 0 | ||
Alfa Aesar | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, related parties | 400,000 | |||
Revenue from related parties | 400,000 | 0 | ||
AstraZeneca | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, related parties | $ 0 | 0 | ||
Revenue from related parties | $ 100,000 | |||
CMEA Ventures | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Investment, ownership percentage | 7.40% | |||
Exela PharmSci, Inc | Presidio Partners 2007, L.P. | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Investment, ownership percentage | 10.00% |
Significant Customer and Geog67
Significant Customer and Geographic Information - Concentration Risk (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Merck | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 47.00% | 29.00% | 24.00% |
GSK | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 22.00% | 20.00% | 17.00% |
Exela | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12.00% | 21.00% | |
Customer A | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 54.00% | 12.00% | |
Customer B | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 16.00% | ||
Customer C | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 0.00% | 22.00% | |
Customer D | |||
Concentration Risk [Line Items] | |||
Accounts receivable - past due & future payments | $ 3.1 | ||
Customer D | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 0.00% | 40.00% |
Significant Customer and Geog68
Significant Customer and Geographic Information - Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of revenues by geographical area | |||
Revenues | $ 48,837 | $ 41,804 | $ 35,307 |
United States | |||
Schedule of revenues by geographical area | |||
Revenues | 21,309 | 24,795 | 16,136 |
Europe | |||
Schedule of revenues by geographical area | |||
Revenues | 17,138 | 14,151 | 15,067 |
India | |||
Schedule of revenues by geographical area | |||
Revenues | 3,578 | 1,026 | 919 |
Singapore | |||
Schedule of revenues by geographical area | |||
Revenues | 3,836 | 963 | 1,435 |
Other Asian Countries | |||
Schedule of revenues by geographical area | |||
Revenues | 1,159 | 864 | 1,637 |
Others | |||
Schedule of revenues by geographical area | |||
Revenues | $ 1,817 | $ 5 | $ 113 |
Significant Customer and Geog69
Significant Customer and Geographic Information - Long-lived assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
United States | ||
Schedule of long-lived assets by geographical area | ||
Long-lived assets | $ 2,414 | $ 6,231 |