Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding (shares) | 48,433,744 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 185.6 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 31,219 | $ 19,240 |
Accounts receivable, net of allowances of $34 at December 31, 2017 and $421 at December 31, 2016 | 11,800 | 5,924 |
Inventories | 1,036 | 825 |
Prepaid expenses and other current assets | 984 | 1,238 |
Total current assets | 45,039 | 27,227 |
Restricted cash | 1,557 | 1,624 |
Marketable securities | 671 | 1,142 |
Property and equipment, net | 2,815 | 2,155 |
Goodwill | 3,241 | 3,241 |
Other non-current assets | 302 | 259 |
Total assets | 53,625 | 35,648 |
Current liabilities: | ||
Accounts payable | 3,545 | 4,232 |
Accrued compensation | 4,753 | 4,314 |
Other accrued liabilities | 4,362 | 2,111 |
Deferred revenue | 12,292 | 1,710 |
Total current liabilities | 24,952 | 12,367 |
Deferred revenue, net of current portion | 1,501 | 1,066 |
Lease incentive obligation, net of current portion | 460 | 885 |
Financing obligation, net of current portion | 302 | 0 |
Other long-term liabilities | 1,863 | 2,231 |
Total liabilities | 29,078 | 16,549 |
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; 48,365 and 41,255 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 5 | 4 |
Additional paid-in capital | 340,079 | 311,164 |
Accumulated other comprehensive loss | (472) | 0 |
Accumulated deficit | (315,065) | (292,069) |
Total stockholders’ equity | 24,547 | 19,099 |
Total liabilities and stockholders’ equity | $ 53,625 | $ 35,648 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 34 | $ 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) | 48,365,000 | 41,255,000 |
Common stock, shares outstanding (shares) | 48,365,000 | 41,255,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
Product sales | $ 26,685 | $ 15,321 | $ 11,376 |
Research and development revenues | 20,748 | 31,316 | 25,599 |
Revenue sharing arrangement | 2,591 | 2,200 | 4,829 |
Total revenues | 50,024 | 48,837 | 41,804 |
Costs and operating expenses: | |||
Cost of product sales | 14,327 | 9,753 | 6,586 |
Research and development | 29,659 | 22,229 | 20,673 |
Selling, general and administrative | 29,008 | 25,419 | 22,315 |
Total costs and operating expenses | 72,994 | 57,401 | 49,574 |
Loss from operations | (22,970) | (8,564) | (7,770) |
Interest income | 147 | 60 | 19 |
Other expense | (92) | (94) | (168) |
Loss before income taxes | (22,915) | (8,598) | (7,919) |
Provision for (benefit from) income taxes | 81 | (40) | (338) |
Net loss | $ (22,996) | $ (8,558) | $ (7,581) |
Net loss per share of common stock, basic and diluted (usd per share) | $ (0.50) | $ (0.21) | $ (0.19) |
Weighted average common shares used in computing net loss per share of common stock, basic and diluted (shares) | 46,228 | 40,629 | 39,438 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (22,996) | $ (8,558) | $ (7,581) | |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on marketable securities, net of tax | [1] | (472) | (405) | 547 |
Other comprehensive income (loss) | (472) | (405) | 547 | |
Total comprehensive loss | $ (23,468) | $ (8,963) | $ (7,034) | |
[1] | Net of benefit from income taxes of $0, $0, and $314 in 2017, 2016 and 2015, respectively. |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Tax benefit on unrealized gain (loss) of marketable securities | $ 0 | $ 0 | $ 314 |
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, 2014 | 39,563 | ||||
Beginning 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 | ||||
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) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (shares) | 86 | 86 | |||
Exercise of stock options | $ 266 | 266 | |||
Cancellation of shares (shares) | (397) | ||||
Cancellation of shares | (1,671) | (1,671) | |||
Release of stock awards (shares) | 1,096 | ||||
Employee stock-based compensation | 7,048 | 7,048 | |||
Non-employee stock-based compensation | 43 | 43 | |||
Issuance of common stock, net of issuance costs (shares) | 6,325 | ||||
Issuance of common stock, net of issuance costs | 23,230 | $ 1 | 23,229 | ||
Total comprehensive loss | (23,468) | (472) | (22,996) | ||
Ending balance (shares) at Dec. 31, 2017 | 48,365 | ||||
Ending balance at Dec. 31, 2017 | $ 24,547 | $ 5 | $ 340,079 | $ (472) | $ (315,065) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities: | |||
Net loss | $ (22,996) | $ (8,558) | $ (7,581) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of intangible assets | 0 | 2,812 | 3,374 |
Depreciation and amortization | 1,042 | 1,734 | 2,035 |
Stock-based compensation | 7,091 | 5,673 | 5,126 |
Loss (gain) on disposal of property and equipment | 9 | (42) | 32 |
Gain from extinguishment of asset retirement obligation | (207) | 0 | 0 |
Income tax benefit related to marketable securities | 0 | 0 | (314) |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (5,651) | 1,405 | (3,459) |
Inventories | (210) | 167 | 403 |
Prepaid expenses and other current assets | 157 | 7 | 10 |
Restricted cash | (8) | (841) | 0 |
Other assets | (44) | 52 | (16) |
Accounts payable | (801) | 942 | (1,274) |
Accrued compensation | 439 | 983 | 385 |
Other accrued liabilities | 1,399 | (593) | (1,062) |
Deferred revenue | 11,017 | (6,442) | 1,908 |
Net cash used in operating activities | (8,763) | (2,701) | (433) |
Investing activities: | |||
Purchase of property and equipment | (985) | (888) | (1,199) |
Proceeds from disposal of property and equipment | 2 | 42 | 18 |
Changes in restricted cash | 75 | 4 | (76) |
Net cash used in investing activities | (908) | (842) | (1,257) |
Financing activities: | |||
Proceeds from exercises of stock options | 266 | 1,034 | 289 |
Proceeds from issuance of common stock in connection with public offering, net of underwriting discounts and commission | 23,782 | 0 | 0 |
Costs incurred in connection with public offering | (553) | 0 | 0 |
Principal payments on capital lease obligations | (175) | 0 | 0 |
Taxes paid related to net share settlement of equity awards | (1,670) | (1,524) | (1,813) |
Net cash provided by (used in) financing activities | 21,650 | (490) | (1,524) |
Net increase (decrease) in cash and cash equivalents | 11,979 | (4,033) | (3,214) |
Cash and cash equivalents at the beginning of the year | 19,240 | 23,273 | 26,487 |
Cash and cash equivalents at the end of the year | 31,219 | 19,240 | 23,273 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 141 | 14 | 0 |
Income taxes | 32 | 5 | 8 |
Supplemental non-cash financing activities: | |||
Equipment acquired under capital leases | $ 862 | $ 0 | $ 0 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
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 also 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. In October 2017, we entered into a Global Development, Option and License Agreement with Nestec, Ltd. (“Nestlé Health Science”) to advance CDX-6114, our enzyme biotherapeutic product candidate for the potential treatment of PKU disease. 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, 2017 | |
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 generally accepted accounting principles 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, 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 operating and 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 other expense in the accompanying 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 revenue from 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 or using the proportional performance method based on the ratio of the level of effort incurred to date compared to the total estimated level of effort required to complete our performance obligations under the agreement. Determining the total estimated level of effort required to complete all performance obligations requires management judgment and estimation including assumptions regarding the number of internal hours required to complete the project and external costs to be incurred. 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 as revenue 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 recorded as deferred revenues and recognized over the estimated period of performance. 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 contingent payments based on the passage of time or when earned as the result of a customer’s performance in accordance with contractual 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 contractual 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 revenues are 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 Cost of 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. Costs of services provided under license and platform technology transfer agreements are included in research and development expenses and are expensed in the periods in which such costs are incurred. 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, as well as license and platform technology transfer agreements, as mentioned above. 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 $0.7 million in 2017 , $0.5 million in 2016 and $0.3 million in 2015 . 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. The expected term is based on historical exercise behavior on similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. We use historical volatility to estimate expected stock price volatility. The risk-free rate assumption is based on United States Treasury instruments whose terms are consistent with the expected term of the stock options. The expected dividend assumption is based on our history and expectation of dividend payouts. Restricted Stock Units ("RSUs"), Restricted Stock Awards ("RSAs"), performance based options ("PBOs"), and performance-contingent restricted stock units ("PSUs") are measured based on the fair market values of the underlying stock on the dates of grant. The vesting of PBOs and PSUs awarded is conditioned upon the attainment of one or more performance objectives over a specified period and upon continued employment through the applicable vesting date. At the end of the performance period, shares of stock subject to the PBOs and PSUs vest based upon both the level of achievement of performance objectives within the performance period and continued employment through the applicable vesting date. Stock-based compensation expense is calculated based on awards ultimately expected to vest and is reduced for estimated forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated annual forfeiture rates for stock options, RSUs, PSUs, PBOs, and RSAs are based on historical forfeiture experience. The estimated fair value of stock options, RSUs and RSAs are expensed on a straight-line basis over the vesting term of the grant and the estimated fair value of PSUs and PBOs are 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 excess income tax benefits 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. 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 $31.2 million and comprised of cash of $24.4 million and money market funds of $6.8 million at December 31, 2017 . Cash and cash equivalents totaled $19.2 million , comprised of cash of $8.0 million and money market funds of $11.2 million at December 31, 2016 . Restricted Cash In 2016, we began the process of liquidating our Indian 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, 2017 and 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, 2017 and 2016 , 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 net realizable value. Cost is determined using a weighted-average approach, assuming full absorption of direct and indirect manufacturing costs, or based on cost of purchasing from our vendors. If inventory costs exceed expected net realizable value due to obsolescence or lack of demand, valuation adjustments are recorded for the difference between the cost and the expected net realizable value. These valuation adjustments 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. Impairment of Long-Lived Assets Our long-lived assets include property and equipment and fully amortized acquired technology. We determined that we have a single entity wide asset group ("Asset Group"). The directed evolution technology patent portfolio acquired from Maxygen ("Core IP") in 2010 is an important 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. However, 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, 2017 . We evaluate the carrying value of long-lived assets, including property and equipment, whenever events, changes in business circumstances or our planned use of long-lived assets indicate that their carrying amounts may not be fully recoverable or that their useful lives are no longer appropriate. If these facts and circumstances exist, we assess for recovery by comparing the carrying values of long-lived assets with their future net undiscounted cash flows. If the comparison indicates that impairment exists, long-lived assets are written down to their respective fair value based on discounted cash flows. Significant management judgment is required in the forecast of future operating results that are used in the preparation of expected undiscounted cash flows. As of December 31, 2017 and 2016 , there were no events or changes in circumstances which indicated that the carrying amount of our Asset Group might not be recoverable. We concluded that the fair value of the reporting unit exceeded the carrying value and no impairment existed. No impairment charges for long-lived assets were recorded during the years ended December 31, 2017 , 2016 and 2015 . 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. 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, 2017 and concluded that the fair value of the reporting unit exceeded the carrying value and therefore no impairment existed. During 2017 , 2016 and 2015 , we did not record impairment charges related to goodwill. Income Taxes We use the liability method of accounting for income taxes, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount that will more likely than not 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 more likely than not to occur. As of December 31, 2017 , 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. Effective December 31, 2015, we elected to early adopt Accounting Standards Update ("ASU") 2015-17 “Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes” on a prospective basis. Adoption of this ASU resulted in a reclassification of our net current deferred tax asset to the net non-current deferred tax asset in our consolidated balance sheets as of December 31, 2015. No prior periods were retrospectively adjusted. 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. The Tax Reform Act of 1986 and similar state provisions limit the use of NOL carryforwards in certain situations where equity transactions result in a change of ownership as defined by Code Section 382. In the event we should experience such a change of ownership, utilization of Codexis’ federal and state NOL 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. Changes to Tax Law On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. The Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (i) reducing the U.S. federal statutory tax rate from 35% to 21%; (ii) requiring companies to pay a one-time transition tax on certain un-repatriated earnings of foreign subsidiaries; (iii) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (iv) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (v) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (vi) creating the base erosion anti-abuse tax (BEAT), a new minimum tax; (vii) creating a tax on global intangible low-taxed income (GILTI) of foreign subsidiaries; (viii) creating a new limitation on deductible interest expense; (ix) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; and (x) modifying the officer’s compensation limitation. In December 2017, the SEC issued Staff Accounting Bulletin No. 118 (“S |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2017 | |
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 losses 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, 2017 2016 2015 Shares issuable under Equity Incentive Plan 6,882 5,567 5,932 Shares issuable upon the conversion of warrants — 73 75 Total anti-dilutive securities 6,882 5,640 6,007 |
Collaborative Arrangements
Collaborative Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
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. In the third quarter of 2016, we earned the first contingent payment under the agreement related to the development of an enzyme for an already-commercialized GSK product. We also have the potential to receive additional cumulative contingent back end milestone 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 back end milestone 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 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 up-front license fee of $6.0 million was being recognized ratably over the technology transfer period of three years since July 2014. We recognized all deferred revenues from the up-front license fees from GSK upon completion of the technology transfer in April 2016 and there were no remaining up-front license fees recognized in 2017. We recognized $3.0 million and $2.0 million , respectively, in 2016 and 2015 as research and development revenue. 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 Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc. (collectively, "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 . The technology transfer was completed in September 2016. We 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. The deferred revenues relating to the up-front license fees were fully recognized as of December 31, 2016, and there were no remaining up-front license fees recorded in 2017. We recognized license fees of none , $4.0 million , and $1.0 million in 2017 , 2016 and 2015 , respectively, as research and development revenue. Additionally, we recognized research and development revenues of $3.6 million , $3.0 million , and $1.9 million in 2017, 2016, and 2015, respectively, for various research projects under our collaborative arrangement. 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 enzyme 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 enzyme purchased by Merck under the Sitagliptin Catalyst Supply Agreement and to specify the third-party supplier from whom Merck would be allowed to purchase a percentage of its requirements for such enzyme. 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. In June 2017, we completed a contractual milestone by qualifying the specified third-party enzyme supplier and recognized $0.3 million as research and development revenues. 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 revenues. 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 , $1.3 million and $1.9 million in 2017 , 2016 and 2015 , respectively, as collaborative research and development revenue. As of December 31, 2017 and 2016 , 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 $9.0 million , $6.0 million and $1.6 million , respectively, in 2017 , 2016 and 2015 in product sales under this agreement. Biopharmaceutical 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 none , $1.8 million , and $0.5 million in 2017 2016 , and 2015 , respectively, as collaborative research and development revenues. The collaborative development agreement was terminated by mutual consent in August 2017. Enzyme Supply Agreement In November 2016, we entered into a supply agreement whereby our customer may purchase quantities of one of our proprietary enzymes for use in its commercial manufacture of a product. Pursuant to the supply agreement, we received an upfront payment of $0.75 million in December 2016, which we accordingly recorded as deferred revenues. Such upfront payment will be recognized over the period of the supply agreement as the customer purchases our proprietary enzyme. As of December 31, 2017 and 2016 , we had deferred revenue from the supply agreement of $0.7 million . Under the agreement, we recognize product revenues for quantities of enzyme sold to our customer when all revenue recognition criteria are met. Research and Development Agreement In March 2017, we entered into a multi-year research and development services agreement with a fine chemicals customer. Under the agreement, we have the potential to receive research and development revenues and milestone payments based on the customer's decision to continue the development process. We received an upfront payment of $3.0 million , which is being recognized ratably over the maximum term of the services period of 21 months, of which we recognized revenue of $1.3 million in 2017 . We also recognized $1.9 million of revenue for research and development services on a net payment received under the agreement in 2017. Total revenue recognized under the research and development agreement in 2017 was $3.2 million . As of December 31, 2017 , we had deferred revenue from the development services agreement of $3.1 million . Global Development, Option and License Agreement and Strategic Collaboration Agreement In October 2017, we entered into a Global Development, Option and License Agreement (the “Nestlé Agreement”) with Nestec Ltd. (“Nestlé Health Science”) and, solely for the purpose of the integration and the dispute resolution clauses of the Agreement, Nestlé Health Science S.A. We received an upfront cash payment of $14.0 million upon the execution of the Agreement for the development of our enzyme CDX-6114. We recognized development fees of $7.2 million in 2017 as research and development revenues. The upfront payment is being recognized using a proportional performance model based on the ratio of level of effort incurred to date compared to the total estimated level of effort required to complete all performance obligations under the agreement. As of December 31, 2017 , we had deferred revenue related to development fees of $6.8 million . We are eligible to receive a $4.0 million progress payment after the commencement of Phase 1a clinical trial. In addition, we are eligible to receive an additional $3.0 million in the event Nestlé Health Science exercises its option to obtain an exclusive, worldwide, royalty-bearing, sublicensable license to develop and commercialize CDX-6114 and other products for the treatment of HPA. Other potential payments from Nestlé Health Science to us under the Nestlé Agreement include (i) development and approval milestones of up to $86.0 million , (ii) sales-based milestones of up to $250.0 million in the aggregate, which aggregate amount is achievable if net sales exceed $1.0 billion in a single year, and (iii) tiered royalties, at percentages ranging from the middle single digits to low double-digits, of net sales of Product. In addition to the Nestlé Agreement, we and Nestlé Health Science concurrently entered into a Strategic Collaboration Agreement (the “Strategic Collaboration Agreement”) pursuant to which we and Nestlé Health Science will collaborate to leverage the CodeEvolver ® protein engineering technology platform to develop novel enzymes for Nestlé Health Science’s established Consumer Care and Medical Nutrition business areas. Under the Strategic Collaboration Agreement, we recognized research and development fees of $0.5 million in 2017. As of December 31, 2017 , we had deferred revenue of $1.1 million . |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 12 Months Ended |
Dec. 31, 2017 | |
Available-for-sale Securities [Abstract] | |
Cash Equivalents and Marketable Securities | Cash Equivalents and Marketable Securities Cash equivalents and marketable securities classified as available-for-sale at December 31, 2017 and 2016 consisted of the following (in thousands): December 31, 2017 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Average Contractual Maturities (in days) Money market funds (1) $ 6,778 $ — $ — $ 6,778 n/a Common shares of CO 2 Solutions (2) 563 108 — 671 n/a Total $ 7,341 $ 108 $ — $ 7,449 December 31, 2016 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Average Contractual Maturities (in days) Money market funds (1) $ 11,172 $ — $ — $ 11,172 n/a Common shares of CO 2 Solutions (2) 563 579 — 1,142 n/a Total $ 11,735 $ 579 $ — $ 12,314 (1) Money market funds are classified in cash and cash equivalents on our consolidated balance sheets. (2) Common shares of CO 2 Solutions are classified in marketable securities on our consolidated balance sheets. As of December 31, 2017 , the total cash and cash equivalents balance of $31.2 million was comprised of money market funds of $6.8 million and cash of $24.4 million held with major financial institutions worldwide. 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 $8.0 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, 2017 , 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, 2017 and 2016 , we had no marketable securities in an unrealized loss position. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present the financial instruments that were measured at fair value on a recurring basis at December 31, 2017 and 2016 by level within the fair value hierarchy (in thousands): December 31, 2017 Level 1 Level 2 Level 3 Total Money market funds $ 6,778 $ — $ — $ 6,778 Common shares of CO 2 Solutions — 671 — 671 Total $ 6,778 $ 671 $ — $ 7,449 December 31, 2016 Level 1 Level 2 Level 3 Total Money market funds $ 11,172 $ — $ — $ 11,172 Common shares of CO 2 Solutions — 1,142 — 1,142 Total $ 11,172 $ 1,142 $ — $ 12,314 We determine the fair value of Level 1 assets using quoted prices in active markets for identical assets. We estimated 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, and we classified our investment in CO 2 Solutions as Level 2 assets due to the volatile and low trading volume. There were no transfers between Level 1 and Level 2 securities in the periods presented. (See also “ Note 5 - Cash Equivalents and Marketable Securities ”.) |
Balance Sheets Details
Balance Sheets Details | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Allowance - beginning of period $ (421 ) $ (421 ) $ (428 ) Recoveries from bad debts — — 7 Write-offs and other (1) 387 — — Allowance - end of period $ (34 ) $ (421 ) $ (421 ) (1) The change in allowance for doubtful accounts was mainly related to the write-off of receivables from a foreign customer. Inventories Inventories consisted of the following (in thousands): December 31, 2017 2016 Raw materials (1) $ 158 $ 118 Work in process (2) 53 59 Finished goods (2) 825 648 Total $ 1,036 $ 825 (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, 2017 2016 Laboratory equipment (1) $ 19,777 $ 18,849 Leasehold improvements 10,327 10,395 Computer equipment and software 3,695 3,267 Office equipment and furniture 1,185 1,171 Construction in progress (2) 85 124 Property and equipment 35,069 33,806 Less: accumulated depreciation and amortization (32,254 ) (31,651 ) Property and equipment, net $ 2,815 $ 2,155 (1) Fully depreciated laboratory equipment with a cost of $0.2 million and $2.3 million were retired during 2017 and 2016, respectively. (2) Construction in progress includes equipment received but not yet placed into service pending installation. Goodwill There were no changes in the carrying value of goodwill of $3.2 million during 2017 and 2016 . Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): December 31, 2017 2016 Accrued purchases (1) $ 941 $ 67 Accrued professional and outside service fees 2,393 746 Deferred rent 258 168 Lease incentive obligation 425 425 Other 345 705 Total $ 4,362 $ 2,111 (1) Amount represents products and services received but have not been billed as of December 31, 2017 and 2016 . |
Assets Held for Sale and Sale o
Assets Held for Sale and Sale of Former Hungarian Subsidiary | 12 Months Ended |
Dec. 31, 2017 | |
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 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. 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, 2016 . 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. As of December 31, 2017 and 2016 , we had no assets classified as held for sale. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
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 initial public offering. 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, 2017 , total shares remaining available for issuance under the 2010 Plan were approximately 6.8 million shares. The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, RSUs, RSAs, PSUs, PBOs, 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 from the date of grant, of which 25% vest at the end of one year, and 75% vest monthly over the remaining three years. We may grant options with different vesting terms from time to time. Unless an employee’s termination of service is due to disability or death, upon termination of service, any unexercised vested options will be forfeited at the end of the three months or the expiration of the option, whichever is earlier. RSUs are granted to employees for no consideration (other than par value of a share of common stock). The fair values of RSUs are based upon the closing price of our common stock on the date of grant. RSUs generally vest over either a three year period with one-third of the shares subject to the RSUs vesting on each yearly anniversary of the vesting commencement date or over a four year period with 25% of the shares subject to the RSU vesting on each yearly anniversary of the vesting commencement date, in each case contingent upon such employee’s continued service on such vesting date. RSUs are generally subject to forfeiture if employment terminates prior to the release of vesting restrictions. We may grant RSUs with different vesting terms from time to time. In 2015 and 2016, the compensation committee of the Board approved, and, in February 2017 solely in respect of non-executive employees, delegated to our Chief Executive Officer the authority to approve grants of PSUs. In February 2017, the compensation committee of the Board also approved grants of PBOs and PSUs to our executives for no consideration (other than par value of a share of common stock). The fair values of PSUs and PBOs are based upon the closing price of our common stock on the date of grant. The PSUs and PBOs generally vest over two years based upon both the successful achievement of certain corporate operating milestones in specified timelines and continued employment through the applicable vesting date. When the performance goals are deemed to be probable of achievement for these types of awards, recognition of stock-based compensation expense commences. In the first quarter of 2017, our compensation committee and Chief Executive Officer granted PSUs (“2017 PSUs”) and our compensation committee granted PBOs (“2017 PBOs”), each of which commence vesting based upon the achievement of various weighted performance goals, including revenue growth, fundraising, service revenue, new platform license revenue, and strategic advancement of biotherapeutics pipeline. The number of shares underlying the 2017 PSUs and 2017 PBOs that are eligible to vest are based upon our achievement of the performance goals and, once the number of shares eligible to vest is determined, those shares vest in two equal installments with 50% vesting upon achievement and the remaining 50% vesting on the first anniversary of achievement, in each case, subject to the recipient’s continued service through the applicable vesting date. If the performance goals are achieved at the threshold level, the number of shares eligible to vest in respect of the 2017 PSUs and the 2017 PBOs would be equal to half the number of 2017 PSUs granted and one-quarter the number of shares underlying the 2017 PBOs granted. If the performance goals are achieved at the target level, the number of shares eligible to vest in respect of the 2017 PSUs and 2017 PBOs would be equal to the number of 2017 PSUs granted and half of the shares underlying the 2017 PBOs granted. If the performance goals are achieved at the superior level, the number of shares eligible to vest in respect of the 2017 PSUs would be equal to two times the number of 2017 PSUs granted and equal to the number of 2017 PBOs granted. The number of shares issuable upon achievement of the performance goals at the levels between the threshold and target levels for the 2017 PSUs and 2017 PBOs or between the target level and superior levels for the 2017 PSUs would be determined using linear interpolation. Achievement below the threshold level would result in no shares being eligible to vest in respect of the 2017 PSUs and 2017 PBOs. As of December 31, 2017, we estimated that the 2017 PSU and 2017 PBOs performance goals would be achieved at 134.2% of the target level. Accordingly, we recognized expense to reflect the target level. In 2016, we awarded PSUs ("2016 PSUs") based upon the achievement of various weighted performance goals, including revenue growth, non-GAAP net income growth, new licensing collaborations, new research and development service revenue arrangements and novel therapeutic enzymes advancement. In the first quarter of 2017, we determined that the 2016 PSU performance goals had been achieved at 142.3% of the target level, and recognized expenses accordingly. Accordingly, one-half of the shares underlying the 2016 PSUs vested in the first quarter of 2017 and one-half of the shares underlying the 2016 PSUs will vest in the first quarter of 2018, in each case subject to the recipient’s continued service on each vesting date. No PBOs were awarded in 2016. In 2015, we awarded PSUs ("2015 PSUs") based upon the achievement of various weighted performance goals, including revenue growth, non-GAAP net income growth, new licensing collaborations, and securing a drug development partnership, with other terms similar to the 2014 PSUs and 2016 PSUs. In the first quarter of 2016, we determined that the 2015 PSU performance goals had been achieved at 92.8% of the target level, and recognized expenses accordingly. One-half of the shares underlying the 2015 PSUs vested in the first quarter of each of 2016 and 2017, subject to the recipient’s continued service on each vesting date. No PBOs were awarded in 2015. Stock-Based Compensation Expense: Stock-based compensation expense is included in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2017 2016 2015 Research and development $ 1,444 $ 1,033 $ 935 Selling, general and administrative 5,647 4,640 4,191 Total $ 7,091 $ 5,673 $ 5,126 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, 2017 2016 2015 Expected life (years) 5.4 5.3 6.1 Volatility 62.2 % 64.2 % 66.1 % Risk-free interest rate 2.0 % 1.3 % 1.7 % Expected dividend yield (1) 0.0 % 0.0 % 0.0 % In October 2017, we granted an option to purchase 11,100 shares of common stock to a non-employee as compensation for services valued at $48,000 . The option vests over a period of six months with one-sixth of total number of shares subject to the option vesting on each one month anniversary of the grant date. During the year ended December 31, 2016, we did not grant any options to purchase shares of common stock to non-employees. For options granted to non-employees, the Black-Scholes option-pricing model was applied using the following assumptions during the year ended December 31, 2017: Year Ended December 31, 2017 Remaining contractual option life (years) 9.78 Volatility 60.6 % Risk-free interest rate 2.4 % Expected dividend yield (1) 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 activities in 2017 : Number Weighted Weighted Aggregate Intrinsic (in thousands) (in years) (in thousands) Balance at January 1, 2017 3,890 $ 4.40 Granted 856 $ 4.57 Exercised (86 ) $ 3.10 Forfeited/Expired (81 ) $ 7.72 Outstanding at December 31, 2017 4,579 $ 4.40 6.37 $ 19,188 Exercisable at December 31, 2017 3,006 $ 4.48 5.21 $ 12,722 Vested and expected to vest at December 31, 2017 4,372 $ 4.40 6.26 $ 18,357 The weighted average grant date fair value per share of stock options granted in 2017 , 2016 and 2015 were $2.51 , $2.32 and $2.09 , respectively. The total intrinsic value of options exercised in 2017 , 2016 and 2015 were $0.2 million , $0.6 million and $0.4 million , respectively. As of December 31, 2017 , there was $2.7 million unrecognized stock-based compensation cost related to non-vested options, which we expect to recognize over a weighted average period of 2.6 years . Restricted Stock Awards (RSAs) The following table summarizes RSA activity in 2017 : Number Weighted Average (in thousands) Non-vested balance at January 1, 2017 230 $ 3.82 Granted 143 $ 4.75 Vested (214 ) $ 3.81 Forfeited/Expired — $ — Non-vested balance at December 31, 2017 159 $ 4.68 The weighted average grant date fair value per share of RSAs granted in 2017 , 2016 and 2015 were $4.75 , $4.21 and $4.10 , respectively. The total fair value of RSAs vested in fiscal 2017 , 2016 and 2015 were $1.0 million , $1.8 million and $2.3 million respectively. As of December 31, 2017 , there was $0.3 million unrecognized stock-based compensation cost related to non-vested RSAs, which we expect to recognize over a weighted average period of 0.5 years . Restricted Stock Units (RSUs) The following table summarizes RSU activities in 2017 : Number Weighted Average (in thousands) Non-vested balance at January 1, 2017 617 $ 3.69 Granted 275 $ 4.22 Vested (302 ) $ 3.40 Forfeited/Expired (30 ) $ 4.12 Non-vested balance at December 31, 2017 560 $ 4.08 The weighted average grant date fair value per share of RSUs granted in 2017 , 2016 and 2015 were $4.22 , $4.10 and $3.65 , respectively. The total fair value of RSUs vested in fiscal 2017 , 2016 and 2015 were $1.3 million , $1.0 million and $2.9 million respectively. As of December 31, 2017 , 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 Restricted Stock Units (PSUs) The following table summarizes PSU activities in 2017 : Number Weighted Average (in thousands) Non-vested balance at January 1, 2017 831 $ 3.88 Granted 276 $ 4.25 Vested (651 ) $ 3.84 Forfeited/Expired (27 ) $ 3.65 Non-vested balance at December 31, 2017 429 $ 4.20 The weighted average grant date fair value per share of PSUs granted in 2017 , 2016 and 2015 were $4.25 , $4.10 and $3.45 , respectively. The total fair value of PSUs vested in fiscal 2017 , 2016 , and 2015 were $2.7 million , $1.8 million , and $0.8 million , respectively. As of December 31, 2017 , there was $0.4 million unrecognized stock-based compensation cost related to non-vested PSUs, which we expect to recognize over a weighted average period of 0.4 years . Performance Based Options (PBOs) The following table summarizes PBO activities in 2017 : Number Weighted Average (in thousands) Non-vested balance at January 1, 2017 — $ — Granted 1,720 $ 2.54 Vested — $ — Forfeited/Expired — $ — Non-vested balance at December 31, 2017 1,720 $ 2.54 The weighted average grant date fair value per share of PBOs granted in 2017 was $2.54 . We had no PBOs vested in 2017. As of December 31, 2017 , there was $1.1 million unrecognized stock-based compensation cost related to non-vested PBOs, which we expect to recognize over a weighted average period of 1.2 years . |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Capital Stock | Capital Stock Warrants No warrants which were exercisable for common stock were exercised during 2017 , 2016 or 2015 . On September 28, 2017, warrants to purchase 72,727 shares of common stock, at an exercise price of $8.25 per share, expired. No warrants were outstanding as of December 31, 2017 . Public Offering In April 2017, we completed a public offering in which we issued and sold 6.3 million shares of our common stock, par value $0.0001 per share, at a public offering price of $4.00 per share. We received net proceeds of approximately $23.2 million after deducting the underwriting discounts, commissions and other offering expenses of $0.6 million . |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [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 $0.6 million , $0.4 million and $0.5 million , respectively, in 2017 , 2016 and 2015 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our loss before provision for income taxes was as follows (in thousands): Years Ended December 31, 2017 2016 2015 United States $ (22,994 ) $ (8,174 ) $ (7,641 ) Foreign 79 (424 ) (278 ) Loss before provision for income taxes $ (22,915 ) $ (8,598 ) $ (7,919 ) The tax provision for the years ended December 31, 2017 , 2016 and 2015 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, 2017 2016 2015 Current provision (benefit): Federal $ — $ — $ — State 5 5 5 Foreign 64 (14 ) (13 ) Total current provision (benefit) 69 (9 ) (8 ) Deferred provision (benefit): Federal — — (293 ) State — — (21 ) Foreign 12 (31 ) (16 ) Total deferred provision (benefit) 12 (31 ) (330 ) Provision for (benefit from) income taxes $ 81 $ (40 ) $ (338 ) 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, 2017 2016 2015 Tax benefit at federal statutory rate $ (7,791 ) $ (2,924 ) $ (2,693 ) State taxes 48 127 1,126 Research and development credits (399 ) (161 ) (85 ) Foreign operations taxed at different rates (2 ) 30 31 Stock-based compensation (216 ) 327 77 Other nondeductible items 399 660 (43 ) Change in valuation allowance (26,058 ) 1,901 1,249 Change in statutory tax rate 34,100 — — Provision for (benefit from) income taxes $ 81 $ (40 ) $ (338 ) 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, 2017 2016 Deferred tax assets: Net operating losses $ 53,901 $ 72,588 Credits 6,221 5,016 Deferred revenues 3,334 1,025 Stock-based compensation 2,872 3,750 Reserves and accruals 2,028 2,952 Depreciation 1,573 2,516 Intangible assets 3,172 5,536 Capital losses 576 933 Unrealized gain/loss 295 277 Other assets 78 110 Total deferred tax assets: 74,050 94,703 Deferred tax liabilities: Other (115 ) (103 ) Total deferred tax liabilities: (115 ) (103 ) Valuation allowance (74,010 ) (94,663 ) Net deferred tax liabilities $ (75 ) $ (63 ) ASC Topic 740 requires that the tax benefit of NOLs, 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, accordingly, has provided a valuation allowance against our deferred tax assets. Accordingly, the net deferred tax assets in all our jurisdictions have been fully reserved by a valuation allowance. The net valuation allowance decreased by $20.7 million during the year ended December 31, 2017 ; and increased by $1.9 million and $1.2 million , during the years ended December 31, 2016 and 2015 , 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 our federal, state and foreign NOL carryforwards and federal research and development tax credits as of December 31, 2017 (in thousands): December 31, 2017 Amount Expiration Years Net operating losses, federal $ 224,536 2022-2037 Net operating losses, state 110,802 2017-2037 Tax credits, federal 6,433 2022-2037 Tax credits, state 7,970 Do not expire Net operating losses, foreign 382 Various Current U.S. 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 Topic 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, 2017 , 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, 2017 . 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, 2017 as the remaining foreign jurisdictions are in an accumulative loss position. We apply the provisions of ASC Topic 740 to account for uncertainty in income taxes. 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, 2017 2016 2015 Balance at beginning of year $ 8,566 $ 8,152 $ 7,838 Additions based on tax positions related to current year 880 459 368 Reductions to tax provision of prior years (24 ) (45 ) (54 ) Balance at end of year $ 9,422 $ 8,566 $ 8,152 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 $31,000 , $35,000 and $24,000 , respectively, in 2017 , 2016 and 2015 . Total penalties and interest recognized in the balance sheet was $323,000 and $292,000 , respectively, in 2017 and 2016 . The total unrecognized tax benefits that, if recognized currently, would impact the Company’s effective tax rate were $0.4 million as of December 31, 2017 and 2016 . 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. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. The Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (i) reducing the U.S. federal statutory tax rate from 35% to 21%; (ii) requiring companies to pay a one-time transition tax on certain un-repatriated earnings of foreign subsidiaries; (iii) generally eliminating U.S federal income taxes on dividends from foreign subsidiaries; (iv) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (v) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (vi) creating the base erosion anti-abuse tax (BEAT), a new minimum tax; (vii) creating a tax on global intangible low-taxed income (GILTI) of foreign subsidiaries; (viii) creating a new limitation on deductible interest expense; (ix) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; and (x) modifying the officer’s compensation limitation. Because ASC 740-10-25-47 requires the effect of a change in tax laws or rates to be recognized as of the date of enactment, we remeasured our deferred tax assets and liabilities, and offsetting valuation allowance in the current period. There was no impact to tax expense as the remeasurement of net deferred tax assets was completely offset by a corresponding change in valuation allowance. The reduction to U.S. deferred tax assets and the offsetting valuation allowance was $34.1 million . We did not incur a tax liability from the deemed repatriation of accumulated foreign earnings due to an accumulated deficit in foreign earnings and profits. The GILTI provisions in the Tax Act will require us to include, in our U.S. income tax return, foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. We are currently assessing the GILTI provisions and have not yet selected an accounting policy for its application; however, we do not anticipate that it will have a material impact on our future tax expense as the operations of our non-U.S. subsidiaries are not material. The BEAT provisions in the Tax Act eliminates the deduction of certain base-erosion payments made to related foreign corporations, and imposes a minimum base erosion anti-abuse tax if greater than regular tax. We do not expect to be subject to this tax based on its assessment of the BEAT provisions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Loss Contingency [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases Our headquarters are located in Redwood City, California, where we occupy 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 multiple times since then to adjust space and amend the terms of the lease, with the latest amendment (“Seventh Amendment”) in October 2016 which extended the lease term to January 2022 and waived our existing asset retirement obligation for one of our buildings. 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. 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, 2017 and 2016 , we have an unamortized lease incentive obligation of $0.9 million and $1.3 million , respectively, of which the non-current portion of $0.5 million and $0.9 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 $3.2 million in 2017 , $2.9 million in 2016 and $2.9 million in 2015 , partially offset by sublease income of $1.4 million in 2017 , $1.2 million in 2016 and $0.6 million in 2015 . 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 make adjustments if our estimates change. Since the Seventh Amendment waived our existing asset retirement obligation for one of our buildings, we recorded a $0.2 million decrease in our asset retirement obligation and a $0.2 million gain on extinguishment in asset retirement obligation in our consolidated statement of operations as sales, general and administrative expenses. As of December 31, 2017 and 2016 , we have assets retirement obligations of $0.2 million and $0.4 million , respectively, 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 $0.7 million as of December 31, 2017 and 2016 . These deposits are recorded as restricted cash on the consolidated balance sheets. Capital Leases In December 2016, we entered into a three -year financing lease agreement with a third party supplier for the purchase of laboratory equipment that was partially financed through a capital lease of approximately $0.4 million . The lease became effective upon delivery of the equipment, which occurred in February 2017, and the term of the lease is three years from the effective date. This financing agreement was accounted for as a capital lease due to the bargain purchase option at the end of the lease. In April 2017, we entered into a three -year financing lease agreement with a third party supplier for the purchase of information technology equipment for approximately $0.3 million . The effective date of the lease was May 19, 2017 and the term of the lease is three years. This financing agreement was accounted for as a capital lease due to the bargain purchase option at the end of the lease. Leases Future minimum payments under non-cancellable capital and operating leases at December 31, 2017 are as follows (in thousands): Years ending December 31, Capital Leases Operating Leases 2018 $ 252 $ 3,185 2019 252 3,280 2020 60 712 2021 — 490 2022 — 41 Total minimum lease payments (1) 564 $ 7,708 Less: amount representing interest (32 ) Present value of capital lease obligations 532 Less: current portion (230 ) Long-term portion of capital leases $ 302 (1) Minimum payments have not been reduced by future minimum sublease rentals of $1.2 million to be received under non-cancellable subleases. Other Commitments We enter into supply and service arrangements in the normal course of business. Supply arrangements are primarily for fixed-price manufacture and supply. Service agreements are primarily for the development of manufacturing processes and certain studies. Commitments under service agreements are subject to cancellation at our discretion which may require payment of certain cancellation fees. The timing of completion of service arrangements is subject to variability in estimates of the time required to complete the work. The following table provides quantitative data regarding our other commitments. Future minimum payments reflect amounts that we expect to pay including potential obligations under services agreements subject to risk of cancellation by us (in thousands): Other Commitment Agreement Type Agreement Date Future Minimum Payment Manufacture and supply agreement with expected future payment date of December 2022 April 2016 $ 1,693 Service agreement for the development of manufacturing process April 2017 1,082 Service agreement for stability study July 2017 398 Service agreement for clinical trial December 2017 294 Total other commitments $ 3,467 Credit Facility Effective June 30, 2017, we entered into a credit facility (the “Credit Facility”) consisting of term loans (“Term Debt”) totaling up to $10.0 million , and advances (“Advances”) under a revolving line of credit (“Revolving Line of Credit”) totaling up to $5.0 million with an accounts receivable borrowing base of 80% of eligible accounts receivable. At December 31, 2017 , we have not drawn from the Credit Facility. We may draw on the Term Debt at any time prior to June 30, 2018, subject to customary conditions for funding including, among others that no event of default exists. We may draw on the Revolving Line of Credit at any time prior to the maturity date. On July 1, 2021, any loans for Term Debt mature and the Revolving Line of Credit terminate. Term Debt bears interest through maturity at a variable rate based on the London Interbank Offered Rate plus 3.60% . Advances under the Revolving Line of Credit bear interest at a variable annual rate equal to the greater of (i) 1.00% above the prime rate and (ii) 5.00% . The Credit Facility allows for interest-only payments on Term Debt through August 1, 2019. Monthly payments of principal and interest on the Term Debt are required following the applicable amortization date. We may elect to prepay in full the Term Debt and Advances under the Revolving Line of Credit at any time. Prepayments of Term Debt and early termination of the Revolving Line of Credit are subject to prepayment and final payment fees are as follows: Term Debt Revolving Line of Credit Through and including the first anniversary of the funding date of the first Term Debt drawn 2.0% After the first anniversary of the funding date of the first Term Debt drawn and before the maturity date 1.0% On the earliest to occur of the maturity date, the acceleration of Term Debt drawn or prepayment of Term Debt drawn 5.5% Through and including the first anniversary of the closing date 3.0% After the first anniversary of the closing date through and including the second anniversary of the closing date 2.0% After the second anniversary of the closing date through and including the third anniversary of the closing date 1.0% Our obligations under the Credit Facility are secured by a lien on substantially all of our personal property other than our intellectual property. The Credit Facility includes a number of customary covenants and restrictions which require us to comply with certain financial covenants including achieving consolidated product revenues levels at minimum levels as set forth in the Credit Facility through December 2018 and on and after January 2019, in each case unless we maintain certain minimum cash levels with the lender in an amount equal to or greater than six times the sum of the average six-month trailing operating cash flow net outlay plus the average monthly principal due and payable in the immediately succeeding three-month period. The Credit Facility places various restrictions on the Company’s transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens and selling assets and permitted assets to be held at foreign subsidiaries above specified caps, in each case subject to certain exceptions. A failure to comply with these covenants could permit the lender to exercise remedies against us and the collateral securing the Credit Facility, including foreclosure of our properties securing the Credit Facilities and our cash. At December 31, 2017 , we were in compliance with the covenants for the Credit Facility. Legal Proceedings We are not currently a party to any material pending litigation or other material legal proceedings. In February 2018, we and EnzymeWorks, Inc. (U.S.), Suzhou Hanmei Biotechnology Co. Ltd, d/b/a EnzymeWorks, Inc. (China) (collectively, “EnzymeWorks”), Junhua Tao, and Andrew Tao reached a settlement concerning the lawsuit filed by us in February 2016 against EnzymeWorks, Junhua Tao, and Andrew Tao in the United States District Court for the Northern District of California. The parties have entered into a settlement agreement, the terms of which are confidential. The parties have also stipulated to a judgment of patent infringement of all asserted patents against EnzymeWorks, and a permanent injunction barring any future infringement. The remaining claims against EnzymeWorks, and all claims against Junhua Tao, and Andrew Tao including trade secret misappropriation, breach of contract and voidable transfer have been dismissed with prejudice. 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, 2017 | |
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. Under the license agreement, as amended, we and Exela cross-licensed certain technology relating to the manufacture of Argatroban, an API, in exchange for rights to certain sublicensing fees or development payments and revenue sharing. The revenue sharing arrangement was terminated in December 2017. 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. In December 2017, we and Exela mutually agreed to terminate the license and revenue share arrangement. In consideration for the sale of an exclusive license to Exela and termination of the previous license and revenue sharing agreement, Exela will pay us a total of $1.5 million in seven installments after the agreement effective date of December 14, 2017. We recognized $1.5 million revenue at December 31, 2017. We recognized $2.6 million in 2017 , $2.2 million in 2016 and $4.8 million in 2015 , shown in the consolidated statement of operations as revenue sharing arrangement. We had $1.6 million and no receivables from Exela at December 31, 2017 and 2016 , respectively. 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 products to AstraZeneca PLC and to Alfa Aesar, which is a purchasing agent of AstraZeneca PLC. We recognized $0.1 million and de minimis revenue of product revenue from AstraZeneca PLC in 2017 and 2016 , respectively. We recognized nil and $0.4 million of product revenue from Alfa Aesar in 2017 and 2016 , respectively. We had $0.1 million and no accounts receivable from AstraZeneca PLC at December 31, 2017 and 2016 , respectively. We had no and $0.4 million in accounts receivable from Alfa Aesar at December 31, 2017 and 2016 , respectively. |
Significant Customer and Geogra
Significant Customer and Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
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 total revenues were as follows: Percentage of Total Revenues For The Years Ended December 31, 2017 2016 2015 Merck 28 % 47 % 29 % GSK * 22 % 20 % Novartis 14 % * * Nestlé 15 % * * Exela * * 12 % Tate & Lyle 11 % * * 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, 2017 2016 Merck 31 % 54 % Pfizer * 16 % Exela 14 % * Tate & Lyle 16 % * Novartis 15 % * * Percentage was less than 10% Geographic Information Geographic revenues are identified by the location of the customer and consist of the following (in thousands): Years Ended December 31, 2017 2016 2015 Revenues United States $ 15,469 $ 21,310 $ 23,293 India 5,639 3,578 1,026 Singapore 6,165 3,836 963 United Kingdom 51 10,851 8,721 Switzerland 13,216 2,315 1,574 Rest of world (2) 9,484 6,947 6,227 Total revenues $ 50,024 $ 48,837 $ 41,804 (2) No other country accounted for at least 10% of total revenue for the years above. 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, 2017 2016 Long-lived assets United States $ 3,117 $ 2,414 |
Basis of Presentation and Sum24
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 generally accepted accounting principles 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, 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 operating and 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 other expense in the accompanying 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 revenue from 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 or using the proportional performance method based on the ratio of the level of effort incurred to date compared to the total estimated level of effort required to complete our performance obligations under the agreement. Determining the total estimated level of effort required to complete all performance obligations requires management judgment and estimation including assumptions regarding the number of internal hours required to complete the project and external costs to be incurred. 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 as revenue 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 recorded as deferred revenues and recognized over the estimated period of performance. 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 contingent payments based on the passage of time or when earned as the result of a customer’s performance in accordance with contractual 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 contractual 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 revenues are 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 Cost of 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. Costs of services provided under license and platform technology transfer agreements are included in research and development expenses and are expensed in the periods in which such costs are incurred. 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, as well as license and platform technology transfer agreements, as mentioned above. 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. The expected term is based on historical exercise behavior on similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. We use historical volatility to estimate expected stock price volatility. The risk-free rate assumption is based on United States Treasury instruments whose terms are consistent with the expected term of the stock options. The expected dividend assumption is based on our history and expectation of dividend payouts. Restricted Stock Units ("RSUs"), Restricted Stock Awards ("RSAs"), performance based options ("PBOs"), and performance-contingent restricted stock units ("PSUs") are measured based on the fair market values of the underlying stock on the dates of grant. The vesting of PBOs and PSUs awarded is conditioned upon the attainment of one or more performance objectives over a specified period and upon continued employment through the applicable vesting date. At the end of the performance period, shares of stock subject to the PBOs and PSUs vest based upon both the level of achievement of performance objectives within the performance period and continued employment through the applicable vesting date. Stock-based compensation expense is calculated based on awards ultimately expected to vest and is reduced for estimated forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated annual forfeiture rates for stock options, RSUs, PSUs, PBOs, and RSAs are based on historical forfeiture experience. The estimated fair value of stock options, RSUs and RSAs are expensed on a straight-line basis over the vesting term of the grant and the estimated fair value of PSUs and PBOs are 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 excess income tax benefits 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. |
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 Indian 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, 2017 and 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, 2017 and 2016 , 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 net realizable value. Cost is determined using a weighted-average approach, assuming full absorption of direct and indirect manufacturing costs, or based on cost of purchasing from our vendors. If inventory costs exceed expected net realizable value due to obsolescence or lack of demand, valuation adjustments are recorded for the difference between the cost and the expected net realizable value. These valuation adjustments 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. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Our long-lived assets include property and equipment and fully amortized acquired technology. We determined that we have a single entity wide asset group ("Asset Group"). The directed evolution technology patent portfolio acquired from Maxygen ("Core IP") in 2010 is an important 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. However, 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, 2017 . We evaluate the carrying value of long-lived assets, including property and equipment, whenever events, changes in business circumstances or our planned use of long-lived assets indicate that their carrying amounts may not be fully recoverable or that their useful lives are no longer appropriate. If these facts and circumstances exist, we assess for recovery by comparing the carrying values of long-lived assets with their future net undiscounted cash flows. If the comparison indicates that impairment exists, long-lived assets are written down to their respective fair value based on discounted cash flows. Significant management judgment is required in the forecast of future operating results that are used in the preparation of expected undiscounted cash flows |
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. 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. |
Income Taxes | Income Taxes We use the liability method of accounting for income taxes, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount that will more likely than not 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 more likely than not to occur. As of December 31, 2017 , 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. Effective December 31, 2015, we elected to early adopt Accounting Standards Update ("ASU") 2015-17 “Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes” on a prospective basis. Adoption of this ASU resulted in a reclassification of our net current deferred tax asset to the net non-current deferred tax asset in our consolidated balance sheets as of December 31, 2015. No prior periods were retrospectively adjusted. 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. The Tax Reform Act of 1986 and similar state provisions limit the use of NOL carryforwards in certain situations where equity transactions result in a change of ownership as defined by Code Section 382. In the event we should experience such a change of ownership, utilization of Codexis’ federal and state NOL 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. Changes to Tax Law On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. The Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (i) reducing the U.S. federal statutory tax rate from 35% to 21%; (ii) requiring companies to pay a one-time transition tax on certain un-repatriated earnings of foreign subsidiaries; (iii) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (iv) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (v) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (vi) creating the base erosion anti-abuse tax (BEAT), a new minimum tax; (vii) creating a tax on global intangible low-taxed income (GILTI) of foreign subsidiaries; (viii) creating a new limitation on deductible interest expense; (ix) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; and (x) modifying the officer’s compensation limitation. In December 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provided a measurement period of up to one year from the enactment date of the Tax Act for companies to complete the accounting for the Tax Act and its related impacts. The income tax effects of the Tax Act for which the accounting is incomplete include: the impact of the transition tax, the revaluation of deferred tax assets and liabilities to reflect the 21% corporate tax rate, and the impact to the aforementioned items on state income taxes. We have made reasonable provisional estimates for each of these items; however these estimates may be affected by other analyses related to the Tax Act, including but not limited to, any deferred adjustments related to the filing of our 2017 federal and state income tax returns and further guidance yet to be issued. Because ASC 740-10-25-47 requires the effect of a change in tax laws or rates to be recognized as of the date of enactment, we remeasured our deferred tax assets and liabilities, and offsetting valuation allowance in the current period. There was no impact to tax expense as the remeasurement of net deferred tax assets was completely offset by a corresponding change in valuation allowance. The provisional reduction to U.S. deferred tax assets and the offsetting valuation allowance was $34.1 million . While we were able to make a reasonable estimate of the impact of the reduction in corporate rate, this estimate may be affected by other analyses related to the Tax Act, including, but not limited to, any deferred adjustments related to the filing of our 2017 federal and state tax returns and our calculation of the state tax effect of adjustments made to federal temporary differences. We have not yet completed our calculation of the total post-1986 foreign earnings and profits (“E&P”) for our foreign subsidiaries as E&P will not be finalized until the federal income tax return is filed. However, we have prepared a provisional estimate and do not expect to incur a taxable income inclusion from the deemed repatriation of accumulated foreign earnings due to an accumulated deficit in foreign earnings and profits. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted accounting pronouncement 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 adopted ASU 2014-15 in the first quarter of 2017, and its adoption had no impact on our consolidated financial statements. 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 adopted ASU 2015-11 in the first quarter of 2017. Its adoption had no impact on our financial statements. 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 adopted ASU 2016-09 in the first quarter of 2017. No cumulative-effect adjustment was recorded to our accumulated deficit balance as the U.S. deferred tax assets from previously unrecognized excess tax benefits were fully offset by a full valuation allowance; and we did not elect to change our policy of estimating expected forfeitures. Recently issued accounting pronouncements not yet adopted In May 2014, the FASB issued 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. The FASB subsequently issued a one-year deferral of the effective date for the new revenue reporting standard for entities reporting under U.S. GAAP (ASU 2015-14, " Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, "). In accordance with the deferral, the guidance is effective for annual reporting periods beginning after December 15, 2017. Subsequently, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations" ; ASU 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" ; ASU 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients"; and ASU No. 2017-13, " Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842), " We will adopt FASB Topic 606 in the first quarter of 2018 on a modified retrospective basis and we have elected to apply the modified retrospective method only to contracts that have not been completed as of January 1, 2018. A completed contract is a contract for which all (or substantially all) of the revenue was recognized in accordance with the revenue guidance that is in effect before the date of initial application. Under the modified retrospective method, incremental disclosures will be provided to present each financial statement line item in 2018 under the prior standard. The adoption of ASC 606 could have a material effect on our consolidated financial statements primarily relating to revenue recognition of grants of licenses to functional intellectual property in conjunction with collaboration arrangements, variable consideration relating to product sales under certain supply agreements and capitalization of incremental costs to obtain customer contracts. We have completed most of our assessment in connection with our research and development revenues and product revenues which would result in the decrease of $1.2 million - $2.2 million in our accumulated deficit. We have not completed our evaluation of the impact of the standard on a limited number of collaboration arrangements for which the impact of adoption could be material. Our evaluation of such arrangements will be completed in the first quarter of fiscal year 2018. We are also evaluating the impact the standard will have on our disclosures and are implementing changes to our current policies and practices, and internal controls over financial reporting to address the requirements of the standard. In January 2016, the FASB issued ASU No. 2016-01, “ Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities .” This guidance principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new guidance, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values. The new guidance on the classification and measurement will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-01 on the consolidated financial statements and currently anticipates the new guidance would impact its consolidated statements of operations and consolidated statements of comprehensive income as the Company’s marketable equity securities, are currently classified as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income. In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842), " which replaces prior lease guidance (Topic 840.) This guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the Consolidated Statement of Operations. 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 this accounting standards updated on our Consolidated Financial Statements. We expect that upon adoption, ROU assets and lease liabilities will be recognized in the balance sheet in amounts that will be material. 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. In January 2017, the FASB issued ASU No. 2017-01 " Business Combinations (Topic 805): Clarifying the Definition of a Business ". The guidance requires the use of a framework to determine whether a set of assets and activities constitutes an acquired or a sold business. The guidance is effective January 1, 2018 and must be adopted prospectively. Early adoption is encouraged. The adoption of ASU 2017-01 is not expected to have a material impact on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-04, " Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. " The amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The new standard is expected to be effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We do not expect the adoption of ASU 2017-04 to have any impact on our consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU No. 2017-09, " Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. " The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The new standard is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. We are currently evaluating the impact of adopting ASU 2017-09 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, 2017 | |
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, 2017 2016 Laboratory equipment (1) $ 19,777 $ 18,849 Leasehold improvements 10,327 10,395 Computer equipment and software 3,695 3,267 Office equipment and furniture 1,185 1,171 Construction in progress (2) 85 124 Property and equipment 35,069 33,806 Less: accumulated depreciation and amortization (32,254 ) (31,651 ) Property and equipment, net $ 2,815 $ 2,155 (1) Fully depreciated laboratory equipment with a cost of $0.2 million and $2.3 million were retired during 2017 and 2016, respectively. (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, 2017 | |
Earnings Per Share [Abstract] | |
Shares not included in computation of diluted net loss per share | The following shares were not included in the computation of diluted net loss per share (in thousands): Years Ended December 31, 2017 2016 2015 Shares issuable under Equity Incentive Plan 6,882 5,567 5,932 Shares issuable upon the conversion of warrants — 73 75 Total anti-dilutive securities 6,882 5,640 6,007 |
Cash Equivalents and Marketab27
Cash Equivalents and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Available-for-sale Securities [Abstract] | |
Schedule of cash equivalents and marketable securities | Cash equivalents and marketable securities classified as available-for-sale at December 31, 2017 and 2016 consisted of the following (in thousands): December 31, 2017 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Average Contractual Maturities (in days) Money market funds (1) $ 6,778 $ — $ — $ 6,778 n/a Common shares of CO 2 Solutions (2) 563 108 — 671 n/a Total $ 7,341 $ 108 $ — $ 7,449 December 31, 2016 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Average Contractual Maturities (in days) Money market funds (1) $ 11,172 $ — $ — $ 11,172 n/a Common shares of CO 2 Solutions (2) 563 579 — 1,142 n/a Total $ 11,735 $ 579 $ — $ 12,314 (1) Money market funds are classified in cash and cash equivalents on our consolidated balance sheets. (2) Common shares of CO 2 Solutions are classified in marketable securities on our consolidated balance sheets. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 tables present the financial instruments that were measured at fair value on a recurring basis at December 31, 2017 and 2016 by level within the fair value hierarchy (in thousands): December 31, 2017 Level 1 Level 2 Level 3 Total Money market funds $ 6,778 $ — $ — $ 6,778 Common shares of CO 2 Solutions — 671 — 671 Total $ 6,778 $ 671 $ — $ 7,449 December 31, 2016 Level 1 Level 2 Level 3 Total Money market funds $ 11,172 $ — $ — $ 11,172 Common shares of CO 2 Solutions — 1,142 — 1,142 Total $ 11,172 $ 1,142 $ — $ 12,314 |
Balance Sheets Details (Tables)
Balance Sheets Details (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Allowance for doubtful accounts | The following is a summary of activity in our allowance for doubtful accounts for the periods presented (in thousands): December 31, 2017 2016 2015 Allowance - beginning of period $ (421 ) $ (421 ) $ (428 ) Recoveries from bad debts — — 7 Write-offs and other (1) 387 — — Allowance - end of period $ (34 ) $ (421 ) $ (421 ) (1) The change in allowance for doubtful accounts was mainly related to the write-off of receivables from a foreign customer. |
Schedule of inventory components | Inventories consisted of the following (in thousands): December 31, 2017 2016 Raw materials (1) $ 158 $ 118 Work in process (2) 53 59 Finished goods (2) 825 648 Total $ 1,036 $ 825 (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, 2017 2016 Laboratory equipment (1) $ 19,777 $ 18,849 Leasehold improvements 10,327 10,395 Computer equipment and software 3,695 3,267 Office equipment and furniture 1,185 1,171 Construction in progress (2) 85 124 Property and equipment 35,069 33,806 Less: accumulated depreciation and amortization (32,254 ) (31,651 ) Property and equipment, net $ 2,815 $ 2,155 (1) Fully depreciated laboratory equipment with a cost of $0.2 million and $2.3 million were retired during 2017 and 2016, respectively. (2) Construction in progress includes equipment received but not yet placed into service pending installation. |
Schedule of accrued liabilities | Other accrued liabilities consisted of the following (in thousands): December 31, 2017 2016 Accrued purchases (1) $ 941 $ 67 Accrued professional and outside service fees 2,393 746 Deferred rent 258 168 Lease incentive obligation 425 425 Other 345 705 Total $ 4,362 $ 2,111 (1) Amount represents products and services received but have not been billed as of December 31, 2017 and 2016 . |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Research and development $ 1,444 $ 1,033 $ 935 Selling, general and administrative 5,647 4,640 4,191 Total $ 7,091 $ 5,673 $ 5,126 |
Assumptions used to estimate the fair value of option grants | For options granted to non-employees, the Black-Scholes option-pricing model was applied using the following assumptions during the year ended December 31, 2017: Year Ended December 31, 2017 Remaining contractual option life (years) 9.78 Volatility 60.6 % Risk-free interest rate 2.4 % Expected dividend yield (1) 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 summarize the ranges of weighted-average assumptions used to estimate the fair value of employee stock options granted: Years Ended December 31, 2017 2016 2015 Expected life (years) 5.4 5.3 6.1 Volatility 62.2 % 64.2 % 66.1 % Risk-free interest rate 2.0 % 1.3 % 1.7 % Expected dividend yield (1) 0.0 % 0.0 % 0.0 % |
Schedule of share-based compensation, stock options, activity | For options granted to non-employees, the Black-Scholes option-pricing model was applied using the following assumptions during the year ended December 31, 2017: Year Ended December 31, 2017 Remaining contractual option life (years) 9.78 Volatility 60.6 % Risk-free interest rate 2.4 % Expected dividend yield (1) 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, RSA activity | The following table summarizes RSA activity in 2017 : Number Weighted Average (in thousands) Non-vested balance at January 1, 2017 230 $ 3.82 Granted 143 $ 4.75 Vested (214 ) $ 3.81 Forfeited/Expired — $ — Non-vested balance at December 31, 2017 159 $ 4.68 |
Schedule of share-based compensation, RSU activity | The following table summarizes RSU activities in 2017 : Number Weighted Average (in thousands) Non-vested balance at January 1, 2017 617 $ 3.69 Granted 275 $ 4.22 Vested (302 ) $ 3.40 Forfeited/Expired (30 ) $ 4.12 Non-vested balance at December 31, 2017 560 $ 4.08 |
Share-based compensation, performance shares sward outstanding activity | The following table summarizes PSU activities in 2017 : Number Weighted Average (in thousands) Non-vested balance at January 1, 2017 831 $ 3.88 Granted 276 $ 4.25 Vested (651 ) $ 3.84 Forfeited/Expired (27 ) $ 3.65 Non-vested balance at December 31, 2017 429 $ 4.20 The following table summarizes PBO activities in 2017 : Number Weighted Average (in thousands) Non-vested balance at January 1, 2017 — $ — Granted 1,720 $ 2.54 Vested — $ — Forfeited/Expired — $ — Non-vested balance at December 31, 2017 1,720 $ 2.54 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 United States $ (22,994 ) $ (8,174 ) $ (7,641 ) Foreign 79 (424 ) (278 ) Loss before provision for income taxes $ (22,915 ) $ (8,598 ) $ (7,919 ) |
Components of provision for income taxes | The components of the provision for income taxes are as follows (in thousands): Years Ended December 31, 2017 2016 2015 Current provision (benefit): Federal $ — $ — $ — State 5 5 5 Foreign 64 (14 ) (13 ) Total current provision (benefit) 69 (9 ) (8 ) Deferred provision (benefit): Federal — — (293 ) State — — (21 ) Foreign 12 (31 ) (16 ) Total deferred provision (benefit) 12 (31 ) (330 ) Provision for (benefit from) income taxes $ 81 $ (40 ) $ (338 ) |
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, 2017 2016 2015 Tax benefit at federal statutory rate $ (7,791 ) $ (2,924 ) $ (2,693 ) State taxes 48 127 1,126 Research and development credits (399 ) (161 ) (85 ) Foreign operations taxed at different rates (2 ) 30 31 Stock-based compensation (216 ) 327 77 Other nondeductible items 399 660 (43 ) Change in valuation allowance (26,058 ) 1,901 1,249 Change in statutory tax rate 34,100 — — Provision for (benefit from) income taxes $ 81 $ (40 ) $ (338 ) |
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, 2017 2016 Deferred tax assets: Net operating losses $ 53,901 $ 72,588 Credits 6,221 5,016 Deferred revenues 3,334 1,025 Stock-based compensation 2,872 3,750 Reserves and accruals 2,028 2,952 Depreciation 1,573 2,516 Intangible assets 3,172 5,536 Capital losses 576 933 Unrealized gain/loss 295 277 Other assets 78 110 Total deferred tax assets: 74,050 94,703 Deferred tax liabilities: Other (115 ) (103 ) Total deferred tax liabilities: (115 ) (103 ) Valuation allowance (74,010 ) (94,663 ) Net deferred tax liabilities $ (75 ) $ (63 ) |
Summary of federal, state and foreign NOL carryforwards and federal research and development tax credits | The following table sets forth our federal, state and foreign NOL carryforwards and federal research and development tax credits as of December 31, 2017 (in thousands): December 31, 2017 Amount Expiration Years Net operating losses, federal $ 224,536 2022-2037 Net operating losses, state 110,802 2017-2037 Tax credits, federal 6,433 2022-2037 Tax credits, state 7,970 Do not expire Net operating losses, foreign 382 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, 2017 2016 2015 Balance at beginning of year $ 8,566 $ 8,152 $ 7,838 Additions based on tax positions related to current year 880 459 368 Reductions to tax provision of prior years (24 ) (45 ) (54 ) Balance at end of year $ 9,422 $ 8,566 $ 8,152 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Loss Contingency [Abstract] | |
Schedule of future minimum payments under non-cancellable operating leases | Future minimum payments under non-cancellable capital and operating leases at December 31, 2017 are as follows (in thousands): Years ending December 31, Capital Leases Operating Leases 2018 $ 252 $ 3,185 2019 252 3,280 2020 60 712 2021 — 490 2022 — 41 Total minimum lease payments (1) 564 $ 7,708 Less: amount representing interest (32 ) Present value of capital lease obligations 532 Less: current portion (230 ) Long-term portion of capital leases $ 302 (1) Minimum payments have not been reduced by future minimum sublease rentals of $1.2 million to be received under non-cancellable subleases. |
Schedule of future minimum lease payments for capital leases | Future minimum payments under non-cancellable capital and operating leases at December 31, 2017 are as follows (in thousands): Years ending December 31, Capital Leases Operating Leases 2018 $ 252 $ 3,185 2019 252 3,280 2020 60 712 2021 — 490 2022 — 41 Total minimum lease payments (1) 564 $ 7,708 Less: amount representing interest (32 ) Present value of capital lease obligations 532 Less: current portion (230 ) Long-term portion of capital leases $ 302 (1) Minimum payments have not been reduced by future minimum sublease rentals of $1.2 million to be received under non-cancellable subleases. |
Schedule of supply commitment | The following table provides quantitative data regarding our other commitments. Future minimum payments reflect amounts that we expect to pay including potential obligations under services agreements subject to risk of cancellation by us (in thousands): Other Commitment Agreement Type Agreement Date Future Minimum Payment Manufacture and supply agreement with expected future payment date of December 2022 April 2016 $ 1,693 Service agreement for the development of manufacturing process April 2017 1,082 Service agreement for stability study July 2017 398 Service agreement for clinical trial December 2017 294 Total other commitments $ 3,467 |
Schedule of credit facility prepayment terms | Prepayments of Term Debt and early termination of the Revolving Line of Credit are subject to prepayment and final payment fees are as follows: Term Debt Revolving Line of Credit Through and including the first anniversary of the funding date of the first Term Debt drawn 2.0% After the first anniversary of the funding date of the first Term Debt drawn and before the maturity date 1.0% On the earliest to occur of the maturity date, the acceleration of Term Debt drawn or prepayment of Term Debt drawn 5.5% Through and including the first anniversary of the closing date 3.0% After the first anniversary of the closing date through and including the second anniversary of the closing date 2.0% After the second anniversary of the closing date through and including the third anniversary of the closing date 1.0% |
Significant Customer and Geog33
Significant Customer and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting Information, Operating Income (Loss) [Abstract] | |
Schedules of concentration of risk | Customers that each contributed 10% or more of our total revenues were as follows: Percentage of Total Revenues For The Years Ended December 31, 2017 2016 2015 Merck 28 % 47 % 29 % GSK * 22 % 20 % Novartis 14 % * * Nestlé 15 % * * Exela * * 12 % Tate & Lyle 11 % * * 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, 2017 2016 Merck 31 % 54 % Pfizer * 16 % Exela 14 % * Tate & Lyle 16 % * Novartis 15 % * * Percentage was less than 10% |
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, 2017 2016 2015 Revenues United States $ 15,469 $ 21,310 $ 23,293 India 5,639 3,578 1,026 Singapore 6,165 3,836 963 United Kingdom 51 10,851 8,721 Switzerland 13,216 2,315 1,574 Rest of world (2) 9,484 6,947 6,227 Total revenues $ 50,024 $ 48,837 $ 41,804 (2) No other country accounted for at least 10% of total revenue for the years above. |
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, 2017 2016 Long-lived assets United States $ 3,117 $ 2,414 |
Basis of Presentation and Sum34
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($)operating_segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 01, 2018USD ($) | Dec. 31, 2014USD ($) | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Number of operating segments | operating_segment | 1 | |||||
Advertising | ||||||
Advertising expense | $ 700,000 | $ 500,000 | $ 300,000 | |||
Cash, Cash Equivalents and Marketable Securities [Abstract] | ||||||
Cash and cash equivalents | $ 31,219,000 | 31,219,000 | 19,240,000 | 23,273,000 | $ 26,487,000 | |
Cash | 24,400,000 | 24,400,000 | 8,068,000 | |||
Money market funds | 6,800,000 | 6,800,000 | 11,200,000 | |||
Goodwill impairment | 0 | 0 | $ 0 | |||
Accumulated deficit | 315,065,000 | 315,065,000 | 292,069,000 | |||
Tax Cuts and Jobs Act of 2017, increase to deferred tax asset | 34,300,000 | |||||
Tax Cuts and Jobs Act of 2017, change in deferred tax assets | 34,100,000 | 34,100,000 | ||||
India | ||||||
Cash, Cash Equivalents and Marketable Securities [Abstract] | ||||||
Restricted cash | 800,000 | 800,000 | 0 | |||
Collateral Pledged | ||||||
Cash, Cash Equivalents and Marketable Securities [Abstract] | ||||||
Restricted cash | $ 800,000 | $ 800,000 | $ 800,000 | |||
Minimum | Accounting Standards Update 2014-09 | Subsequent Event | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||||
Cash, Cash Equivalents and Marketable Securities [Abstract] | ||||||
Accumulated deficit | $ 1,200,000 | |||||
Maximum | Accounting Standards Update 2014-09 | Subsequent Event | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||||
Cash, Cash Equivalents and Marketable Securities [Abstract] | ||||||
Accumulated deficit | $ 2,200,000 |
Basis of Presentation and Sum35
Basis of Presentation and Summary of Significant Accounting Policies - Plant, Property, and Equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive securities | 6,882 | 5,640 | 6,007 |
Shares issuable under Equity Incentive Plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive securities | 6,882 | 5,567 | 5,932 |
Shares issuable upon the conversion of warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive securities | 0 | 73 | 75 |
Collaborative Arrangements (Det
Collaborative Arrangements (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Oct. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Sep. 30, 2015 | Aug. 31, 2015 | Jul. 31, 2014 | Feb. 29, 2012 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Research and development revenues | $ 20,748,000 | $ 31,316,000 | $ 25,599,000 | |||||||||||
Deferred revenue | $ 1,710,000 | 12,292,000 | 1,710,000 | |||||||||||
Technology transfer and license agreement | Merck | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Proceeds from license fees received | $ 5,000,000 | |||||||||||||
Term of milestone agreement | 2 years | |||||||||||||
Supply agreement | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Deferred revenue | 700,000 | 700,000 | 700,000 | |||||||||||
Upfront milestone payment | 750,000 | |||||||||||||
Supply agreement | Merck | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Term of milestone agreement | 5 years | |||||||||||||
License and service revenue | 1,300,000 | 1,300,000 | 1,900,000 | |||||||||||
Deferred revenue | $ 1,000,000 | 1,300,000 | 1,000,000 | |||||||||||
Term of agreement extension | 5 years | |||||||||||||
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 | |||||||||||
Minimum milestone receivable | 5,750,000 | |||||||||||||
Maximum milestone receivable | $ 38,500,000 | |||||||||||||
Term of milestone agreement | 3 years | |||||||||||||
License and service revenue | 0 | 3,000,000 | 2,000,000 | |||||||||||
Merck | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Sales revenue, goods | 9,000,000 | 6,000,000 | 1,600,000 | |||||||||||
Merck | Technology transfer and license agreement | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Maximum milestone receivable | $ 15,000,000 | |||||||||||||
License and service revenue | 0 | 4,000,000 | 1,000,000 | |||||||||||
Merck | Supply agreement | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Revenue recognized | $ 300,000 | |||||||||||||
Termination notice period | 24 months | |||||||||||||
Fine chemical customer | Research and development agreement | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Revenue recognized | 1,900,000 | |||||||||||||
Deferred revenue | 3,100,000 | |||||||||||||
Upfront milestone payment | $ 3,000,000 | |||||||||||||
Licenses revenue | 1,300,000 | |||||||||||||
Research and development revenues | 3,200,000 | |||||||||||||
Term of collaborative research and development agreement | 21 months | |||||||||||||
Collaborative arrangement | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Revenue recognized | 0 | 1,800,000 | 500,000 | |||||||||||
Collaborative arrangement | Merck | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
License and service revenue | 3,600,000 | $ 3,000,000 | $ 1,900,000 | |||||||||||
Collaborative arrangement | Nestec Ltd. (Nestle Health Sciences) | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Research and development revenues | 500,000 | |||||||||||||
Deferred revenue | 1,100,000 | |||||||||||||
Global Development, Option and License Agreement | Nestec Ltd. (Nestle Health Sciences) | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Revenue recognized | 7,200,000 | |||||||||||||
Deferred revenue | $ 6,800,000 | |||||||||||||
Progress payment eligible after commencement of Phase 1a clinical trial | $ 4,000,000 | |||||||||||||
Upfront milestone payment | 14,000,000 | |||||||||||||
Nestle Health Science exercises alternative option | 3,000,000 | |||||||||||||
Global Development, Option and License Agreement | Nestec Ltd. (Nestle Health Sciences) | Sales-based milestone | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Target sales for sales milestone | 1,000,000,000 | |||||||||||||
Maximum | Global Development, Option and License Agreement | Nestec Ltd. (Nestle Health Sciences) | Research and development agreement | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Upfront milestone payment | 86,000,000 | |||||||||||||
Maximum | Global Development, Option and License Agreement | Nestec Ltd. (Nestle Health Sciences) | Sales-based milestone | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Upfront milestone payment | $ 250,000,000 |
Cash Equivalents and Marketab38
Cash Equivalents and Marketable Securities - Components of Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Adjusted Cost | $ 7,341 | $ 11,735 |
Gross Unrealized Gains | 108 | 579 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 7,449 | 12,314 |
Common shares of CO2 Solutions | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Adjusted Cost | 563 | 563 |
Gross Unrealized Gains | 108 | 579 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 671 | 1,142 |
Money market funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Adjusted Cost | 6,778 | 11,172 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 6,778 | $ 11,172 |
- Narrative (Details)
- Narrative (Details) - USD ($) | 1 Months Ended | ||||
Dec. 31, 2009 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | |||||
Cash and cash equivalents | $ 31,219,000 | $ 19,240,000 | $ 23,273,000 | $ 26,487,000 | |
Money market funds | 6,800,000 | 11,200,000 | |||
Cash | 24,400,000 | 8,068,000 | |||
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 | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of financial instruments measured at fair value on a recurring basis | ||
Common shares of CO2 Solutions | $ 7,449 | $ 12,314 |
Total | 7,449 | 12,314 |
Money market funds | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Money market funds | 6,778 | 11,172 |
Common shares of CO2 Solutions | 6,778 | 11,172 |
Level 1 | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Total | 6,778 | 11,172 |
Level 1 | Money market funds | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Money market funds | 6,778 | 11,172 |
Level 2 | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Total | 671 | 1,142 |
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 | ||
Common shares of CO2 Solutions | 671 | 1,142 |
Common shares of CO2 Solutions | Level 1 | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Common shares of CO2 Solutions | 0 | 0 |
Common shares of CO2 Solutions | Level 2 | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Common shares of CO2 Solutions | 671 | 1,142 |
Common shares of CO2 Solutions | Level 3 | ||
Summary of financial instruments measured at fair value on a recurring basis | ||
Common shares of CO2 Solutions | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - shares | 1 Months Ended | 12 Months Ended |
Dec. 31, 2009 | Dec. 31, 2017 | |
Common shares of CO2 Solutions | ||
Investment [Line Items] | ||
Fair value of common shares | 10,000,000 | |
Common shares of CO2 Solutions | ||
Investment [Line Items] | ||
Fair value of common shares | 10,000,000 |
Balance Sheets Details - Allowa
Balance Sheets Details - Allowance for Doubtful Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance - beginning of period | $ (421) | $ (421) | $ (428) |
Recoveries from bad debts | 0 | 0 | 7 |
Write-offs and other | 387 | 0 | 0 |
Allowance - end of period | $ (34) | $ (421) | $ (421) |
Balance Sheets Details - Schedu
Balance Sheets Details - Schedule of Inventory Components (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Inventory Components | ||
Raw materials | $ 158 | $ 118 |
Work in process | 53 | 59 |
Finished goods | 825 | 648 |
Total | $ 1,036 | $ 825 |
Balance Sheets Details - Proper
Balance Sheets Details - Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | $ 35,069 | $ 33,806 |
Less: accumulated depreciation and amortization | (32,254) | (31,651) |
Property and equipment, net | 2,815 | 2,155 |
Laboratory equipment | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | 19,777 | 18,849 |
Equipment retired during period | 200 | 2,300 |
Leasehold improvements | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | 10,327 | 10,395 |
Computer equipment and software | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | 3,695 | 3,267 |
Furniture and Fixtures | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | 1,185 | 1,171 |
Construction in progress | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | $ 85 | $ 124 |
Balance Sheets Details - Narrat
Balance Sheets Details - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | ||
Changes in carrying value of goodwill | $ 0 | |
Goodwill | $ 3,241,000 | $ 3,241,000 |
Balance Sheets Details - Accrue
Balance Sheets Details - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued purchases | $ 941 | $ 67 |
Accrued professional and outside service fees | 2,393 | 746 |
Deferred rent | 258 | 168 |
Lease incentive obligation | 425 | 425 |
Other | 345 | 705 |
Total | $ 4,362 | $ 2,111 |
Assets Held for Sale and Sale47
Assets Held for Sale and Sale of Former Hungarian Subsidiary - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2014 | |
Entity Location [Line Items] | ||
Proceeds from sale of Hungarian subsidiary | $ 1.5 | |
VAT liability | $ 0.4 | |
Change in fair value of assets held for sale | $ 0.7 | |
Hungary | ||
Entity Location [Line Items] | ||
Percentage of ownership before transaction | 100.00% |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2017 | Mar. 31, 2010 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total shares remaining available for issuance (shares) | 6,759,316 | ||||
Vesting period of units granted | 6 months | ||||
Share-based compensation | $ 7,091 | $ 5,673 | $ 5,126 | ||
Granted (shares) | 856,000 | ||||
Nonemployee services transaction, quantity of securities issued (shares) | 11,100 | ||||
Nonemployee services transaction, value of securities issued | $ 48 | ||||
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% | ||||
Expiration period | 10 years | ||||
Vesting period of units granted | 4 years | ||||
Weighted average grant date fair value (usd per share) | $ 2.51 | $ 2.32 | $ 2.09 | ||
Aggregate intrinsic value of options exercised | $ 200 | $ 600 | $ 400 | ||
Unrecognized compensation cost, options | $ 2,700 | ||||
Weighted-average remaining amortization period (years) | 2 years 7 months 6 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) | 6 months | ||||
Weighted average grant date fair value (usd per share) | $ 4.75 | $ 4.21 | $ 4.10 | ||
Equity instruments other than options, aggregate intrinsic value, vested | $ 1,000 | $ 1,800 | $ 2,300 | ||
Unrecognized compensation cost, awards other than options | $ 300 | ||||
Granted (shares) | 143,000 | ||||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average remaining amortization period (years) | 1 year 6 months | ||||
Weighted average grant date fair value (usd per share) | $ 4.22 | $ 4.10 | $ 3.65 | ||
Equity instruments other than options, aggregate intrinsic value, vested | $ 1,300 | $ 1,000 | $ 2,900 | ||
Unrecognized compensation cost, awards other than options | $ 1,100 | ||||
Granted (shares) | 275,000 | ||||
PSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average remaining amortization period (years) | 4 months 24 days | ||||
Weighted average grant date fair value (usd per share) | $ 4.25 | $ 4.10 | $ 3.45 | ||
Equity instruments other than options, aggregate intrinsic value, vested | $ 2,700 | $ 1,800 | $ 800 | ||
Unrecognized compensation cost, awards other than options | $ 400 | ||||
Granted (shares) | 276,000 | ||||
Performance shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average remaining amortization period (years) | 1 year 2 months 12 days | ||||
Weighted average grant date fair value (usd per share) | $ 2.54 | ||||
Equity instruments other than options, aggregate intrinsic value, vested | $ 0 | ||||
Unrecognized compensation cost, awards other than options | $ 1,100 | ||||
Granted (shares) | 1,720,000 | ||||
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 | ||||
2016 PSU Plan | Performance shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Estimated performance goal achievement rate | 142.30% | 92.80% | |||
Granted (shares) | 0 | 0 | |||
Non-Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (shares) | 0 | 0 | |||
Tranche One | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights percentage | 25.00% | ||||
Tranche One | RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of units granted | 3 years | ||||
Tranche Two | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights percentage | 75.00% | ||||
Tranche Two | RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of units granted | 4 years | ||||
Award vesting rights percentage | 25.00% | ||||
Tranche Six | 2016 PSU Plan | Performance shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Future vesting rights percentage | 50.00% | ||||
Tranche Six | 2015 PSU Plan | Performance shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Future vesting rights percentage | 50.00% | ||||
Tranche Six | 2017 PSU and PBO Plan | PBOs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Estimated performance goal achievement rate | 134.20% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of stock-based compensation expense | |||
Stock-based compensation | $ 7,091 | $ 5,673 | $ 5,126 |
Research and development | |||
Schedule of stock-based compensation expense | |||
Stock-based compensation | 1,444 | 1,033 | 935 |
Selling, general and administrative | |||
Schedule of stock-based compensation expense | |||
Stock-based compensation | $ 5,647 | $ 4,640 | $ 4,191 |
Stock-based Compensation - St50
Stock-based Compensation - Stock Option Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (years) | 5 years 4 months 29 days | 5 years 3 months 29 days | 6 years 22 days |
Volatility | 62.20% | 64.20% | 66.10% |
Risk-free interest rate | 2.00% | 1.30% | 1.70% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Non-Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (years) | 9 years 9 months 11 days | ||
Volatility | 60.60% | ||
Risk-free interest rate | 2.40% | ||
Expected dividend yield | 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, 2017USD ($)$ / sharesshares | |
Number of Shares Subject to Outstanding Options | |
Outstanding, beginning of period (shares) | shares | 3,890 |
Granted (shares) | shares | 856 |
Exercised (shares) | shares | (86) |
Forfeited (shares) | shares | (81) |
Outstanding, end of period (shares) | shares | 4,579 |
Options exercisable (shares) | shares | 3,006 |
Options vested and expected to vest (shares) | shares | 4,372 |
Weighted-average Exercise Price of Outstanding Options | |
Outstanding, beginning of period (usd per share) | $ / shares | $ 4.40 |
Granted (usd per share) | $ / shares | 4.57 |
Exercised (usd per share) | $ / shares | 3.10 |
Forfeited/Expired (usd per share) | $ / shares | 7.72 |
Outstanding, end of period (usd per share) | $ / shares | 4.40 |
Options exercisable (usd per share) | $ / shares | 4.48 |
Options vested and expected to vest (usd per share) | $ / shares | $ 4.40 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted average remaining contractual terms | 6 years 4 months 13 days |
Weighted average remaining contractual terms, exercisable options | 5 years 2 months 16 days |
Weighted average remaining contractual terms, vested and expected to vest options | 6 years 3 months 4 days |
Aggregate intrinsic value | $ | $ 19,188 |
Aggregate intrinsic value, exercisable options | $ | 12,722 |
Aggregate intrinsic value, options vested and expected to vest | $ | $ 18,357 |
Stock-based Compensation - Equi
Stock-based Compensation - Equity Instruments Other than Options Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
PSUs | |||
Number of Shares | |||
Non-vested, beginning of period (shares) | 831 | ||
Granted (shares) | 276 | ||
Vested (shares) | (651) | ||
Forfeited/expired (shares) | (27) | ||
Non-vested, end of period (shares) | 429 | 831 | |
Weighted-average Grant Date Fair Value per Share | |||
Non-vested, end of period (usd per share) | $ 3.88 | ||
Granted, weighted average grant date fair value (usd per share) | 4.25 | $ 4.10 | $ 3.45 |
Vested, weighted average grant date fair value (usd per share) | 3.84 | ||
Forfeited/Expired, weighted average exercise price per share (usd per share) | 3.65 | ||
Non-vested, beginning of period (usd per share) | $ 4.20 | $ 3.88 | |
RSAs | |||
Number of Shares | |||
Non-vested, beginning of period (shares) | 230 | ||
Granted (shares) | 143 | ||
Vested (shares) | (214) | ||
Forfeited/expired (shares) | 0 | ||
Non-vested, end of period (shares) | 159 | 230 | |
Weighted-average Grant Date Fair Value per Share | |||
Non-vested, end of period (usd per share) | $ 3.82 | ||
Granted, weighted average grant date fair value (usd per share) | 4.75 | $ 4.21 | 4.10 |
Vested, weighted average grant date fair value (usd per share) | 3.81 | ||
Forfeited/Expired, weighted average exercise price per share (usd per share) | 0 | ||
Non-vested, beginning of period (usd per share) | $ 4.68 | $ 3.82 | |
RSUs | |||
Number of Shares | |||
Non-vested, beginning of period (shares) | 617 | ||
Granted (shares) | 275 | ||
Vested (shares) | (302) | ||
Forfeited/expired (shares) | (30) | ||
Non-vested, end of period (shares) | 560 | 617 | |
Weighted-average Grant Date Fair Value per Share | |||
Non-vested, end of period (usd per share) | $ 3.69 | ||
Granted, weighted average grant date fair value (usd per share) | 4.22 | $ 4.10 | $ 3.65 |
Vested, weighted average grant date fair value (usd per share) | 3.40 | ||
Forfeited/Expired, weighted average exercise price per share (usd per share) | 4.12 | ||
Non-vested, beginning of period (usd per share) | $ 4.08 | $ 3.69 | |
Performance shares | |||
Number of Shares | |||
Non-vested, beginning of period (shares) | 0 | ||
Granted (shares) | 1,720 | ||
Vested (shares) | 0 | ||
Forfeited/expired (shares) | 0 | ||
Non-vested, end of period (shares) | 1,720 | 0 | |
Weighted-average Grant Date Fair Value per Share | |||
Non-vested, end of period (usd per share) | $ 0 | ||
Granted, weighted average grant date fair value (usd per share) | 2.54 | ||
Vested, weighted average grant date fair value (usd per share) | 0 | ||
Forfeited/Expired, weighted average exercise price per share (usd per share) | 0 | ||
Non-vested, beginning of period (usd per share) | $ 2.54 | $ 0 |
Capital Stock - Narrative (Deta
Capital Stock - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||||
Proceeds from warrant exercises | $ 0 | $ 0 | $ 0 | |
Issuance of common stock, net of issuance costs (shares) | 6,300,000 | |||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Price per share issued (usd per share) | $ 4 | |||
Proceeds from public offering | $ 23,200,000 | |||
Stock issuance costs | $ 600,000 | |||
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 | |||
Warrants outstanding (shares) | 0 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Minimum employee eligibility age | 18 years | ||
Employer matching contribution amount | $ 0.6 | $ 0.4 | $ 0.5 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (22,994) | $ (8,174) | $ (7,641) |
Foreign | 79 | (424) | (278) |
Loss before income taxes | $ (22,915) | $ (8,598) | $ (7,919) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current provision (benefit): | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 5 | 5 | 5 |
Foreign | 64 | (14) | (13) |
Total current provision (benefit) | 69 | (9) | (8) |
Deferred provision (benefit): | |||
Federal | 0 | 0 | (293) |
State | 0 | 0 | (21) |
Foreign | 12 | (31) | (16) |
Total deferred provision (benefit) | 12 | (31) | (330) |
Provision for (benefit from) income taxes | $ 81 | $ (40) | $ (338) |
Income Taxes - Tax Rate Reconci
Income Taxes - Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Rate Reconciliation | |||
Tax benefit at federal statutory rate | $ (7,791) | $ (2,924) | $ (2,693) |
State taxes | 48 | 127 | 1,126 |
Research and development credits | (399) | (161) | (85) |
Foreign operations taxed at different rates | (2) | 30 | 31 |
Stock-based compensation | (216) | 327 | 77 |
Other nondeductible items | 399 | 660 | (43) |
Change in valuation allowance | (26,058) | 1,901 | 1,249 |
Change in statutory tax rate | 34,100 | 0 | 0 |
Provision for (benefit from) income taxes | $ 81 | $ (40) | $ (338) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating losses | $ 53,901 | $ 72,588 |
Credits | 6,221 | 5,016 |
Deferred revenues | 3,334 | 1,025 |
Stock-based compensation | 2,872 | 3,750 |
Reserves and accruals | 2,028 | 2,952 |
Depreciation | 1,573 | 2,516 |
Intangible assets | 3,172 | 5,536 |
Capital losses | 576 | 933 |
Unrealized gain/loss | 295 | 277 |
Other assets | 78 | 110 |
Total deferred tax assets: | 74,050 | 94,703 |
Deferred tax liabilities: | ||
Other | (115) | (103) |
Total deferred tax liabilities: | (115) | (103) |
Valuation allowance | (74,010) | (94,663) |
Net deferred tax liabilities | $ (75) | $ (63) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefit Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 8,566 | $ 8,152 | $ 7,838 |
Additions based on tax positions related to current year | 880 | 459 | 368 |
Reductions to tax provision of prior years | (24) | (45) | (54) |
Balance at end of year | 9,422 | $ 8,566 | $ 8,152 |
Federal | |||
Net Operating Losses and Tax Credit Carryforwards | |||
Net operating losses, amount | 224,536 | ||
Tax credits, amount | 6,433 | ||
State | |||
Net Operating Losses and Tax Credit Carryforwards | |||
Net operating losses, amount | 110,802 | ||
Tax credits, amount | 7,970 | ||
Foreign | |||
Net Operating Losses and Tax Credit Carryforwards | |||
Net operating losses, amount | $ 382 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||||
Increase (decrease) in deferred tax asset valuation allowance | $ (20,700) | $ 1,900 | $ 1,200 | |
Interest and penalties recognize in income tax expense | 31 | 35 | $ 24 | |
Interest and penalties recognized on the balance sheet | $ 323 | 323 | $ 292 | |
Unrecognized tax benefits that would impact effective tax rate | 400 | 400 | ||
Tax Cuts and Jobs Act of 2017, change in deferred tax assets | 34,100 | 34,100 | ||
Tax Cuts and Jobs Act of 2017, increase to deferred tax asset | 34,300 | |||
India | ||||
Income Taxes [Line Items] | ||||
Deferred tax liability from undistributed foreign earnings | $ 100 | $ 100 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2017 | Dec. 31, 2017USD ($)building | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Long-term Purchase Commitment [Line Items] | ||||||
Number of buildings | building | 4 | |||||
Incentive from lessor | $ 1,300,000 | $ 900,000 | $ 1,300,000 | |||
Rent expense | 3,200,000 | 2,900,000 | $ 2,900,000 | |||
Sublease income | 1,400,000 | 1,200,000 | $ 600,000 | |||
Asset retirement obligations | 400,000 | 200,000 | 400,000 | |||
Letters of credit | $ 800,000 | 700,000 | 800,000 | |||
Capital leases, term of contract | 3 years | 3 years | ||||
Capital lease obligations incurred | $ 300,000 | $ 400,000 | ||||
Non-current portion of lease incentive obligation | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Incentive from lessor | 900,000 | 500,000 | 900,000 | |||
Indemnification agreement | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Accruals for expenses related to indemnification issues | $ 0 | 0 | $ 0 | |||
Minimum | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Lease expiration date | Jan. 31, 2020 | |||||
Maximum | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Lease expiration date | Jan. 31, 2022 | |||||
Redwood City facility | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Decrease in asset retirement obligations | 200,000 | |||||
Selling, general and administrative | Redwood City facility | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Gain on derecognition | $ 200,000 |
Commitments and Contingencies62
Commitments and Contingencies - Future Minimum Payments Under Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Capital Leases | |
2,018 | $ 252 |
2,019 | 252 |
2,020 | 60 |
2,021 | 0 |
2,022 | 0 |
Total minimum lease payments | 564 |
Less: amount representing interest | (32) |
Present value of capital lease obligations | 532 |
Less: current portion | (230) |
Long-term portion of capital leases | 302 |
Operating leases | |
2,018 | 3,185 |
2,019 | 3,280 |
2,020 | 712 |
2,021 | 490 |
2,022 | 41 |
Total minimum payments | 7,708 |
Total future minimum sublease rentals to be received under noncancellable subleases | $ 1,200 |
Commitments and Contingencies63
Commitments and Contingencies - Other Commitments (Details) - Supply Commitment $ in Thousands | Dec. 31, 2017USD ($) |
Loss Contingencies [Line Items] | |
Future Minimum Payment | $ 3,467 |
April 2,016 | |
Loss Contingencies [Line Items] | |
Future Minimum Payment | 1,693 |
April 2,017 | |
Loss Contingencies [Line Items] | |
Future Minimum Payment | 1,082 |
July 2,017 | |
Loss Contingencies [Line Items] | |
Future Minimum Payment | 398 |
December 2,017 | |
Loss Contingencies [Line Items] | |
Future Minimum Payment | $ 294 |
Commitments and Contingencies64
Commitments and Contingencies - Credit Facility (Details) $ in Millions | Jun. 30, 2017USD ($) |
Term Debt | |
Debt Instrument [Line Items] | |
Borrowing capacity | $ 10 |
Term Debt | Repayment Period 1 | |
Debt Instrument [Line Items] | |
Prepayment fee percentage | 2.00% |
Term Debt | Repayment Period 2 | |
Debt Instrument [Line Items] | |
Prepayment fee percentage | 1.00% |
Term Debt | Repayment Period 3 | |
Debt Instrument [Line Items] | |
Prepayment fee percentage | 5.50% |
Revolving Line of Credit | |
Debt Instrument [Line Items] | |
Borrowing capacity | $ 5 |
Accounts receivable borrowing base | 80.00% |
Stated interest rate | 5.00% |
Revolving Line of Credit | Repayment Period 4 | |
Debt Instrument [Line Items] | |
Prepayment fee percentage | 3.00% |
Revolving Line of Credit | Repayment Period 5 | |
Debt Instrument [Line Items] | |
Prepayment fee percentage | 2.00% |
Revolving Line of Credit | Repayment Period 6 | |
Debt Instrument [Line Items] | |
Prepayment fee percentage | 1.00% |
LIBOR | Term Debt | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.60% |
Prime Rate | Revolving Line of Credit | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.00% |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)installment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | |||
Revenue sharing arrangement | $ 2,591,000 | $ 2,200,000 | $ 4,829,000 |
Exela | |||
Related Party Transaction [Line Items] | |||
Accounts receivable for license agreement termination | $ 1,500,000 | ||
Number of installments | installment | 7 | ||
Revenue from terminated lease with related party | $ 1,500,000 | ||
Revenue sharing arrangement | 2,600,000 | 2,200,000 | $ 4,800,000 |
Accounts receivable, related parties | 1,600,000 | 0 | |
Alfa Aesar | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, related parties | 0 | 400,000 | |
Revenue from related parties | 0 | 400,000 | |
AstraZeneca | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, related parties | 100,000 | $ 0 | |
Revenue from related parties | $ 100,000 | ||
Exela | Presidio Partners 2007, L.P. | Exela | |||
Related Party Transaction [Line Items] | |||
Investment, ownership percentage | 10.00% |
Significant Customer and Geog66
Significant Customer and Geographic Information - Concentration Risk (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Merck | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 28.00% | 47.00% | 29.00% |
Merck | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 31.00% | 54.00% | |
GSK | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 22.00% | 20.00% | |
Novartis | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14.00% | ||
Novartis | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15.00% | ||
Nestlé | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15.00% | ||
Exela | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12.00% | ||
Exela | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14.00% | ||
Tate & Lyle | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | ||
Tate & Lyle | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 16.00% | ||
Pfizer | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 16.00% |
Significant Customer and Geog67
Significant Customer and Geographic Information - Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of revenues by geographical area | |||
Revenues | $ 50,024 | $ 48,837 | $ 41,804 |
United States | |||
Schedule of revenues by geographical area | |||
Revenues | 15,469 | 21,310 | 23,293 |
India | |||
Schedule of revenues by geographical area | |||
Revenues | 5,639 | 3,578 | 1,026 |
Singapore | |||
Schedule of revenues by geographical area | |||
Revenues | 6,165 | 3,836 | 963 |
United Kingdom | |||
Schedule of revenues by geographical area | |||
Revenues | 51 | 10,851 | 8,721 |
Switzerland | |||
Schedule of revenues by geographical area | |||
Revenues | 13,216 | 2,315 | 1,574 |
Rest of world | |||
Schedule of revenues by geographical area | |||
Revenues | $ 9,484 | $ 6,947 | $ 6,227 |
Significant Customer and Geog68
Significant Customer and Geographic Information - Long-lived assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
United States | ||
Schedule of long-lived assets by geographical area | ||
Long-lived assets | $ 3,117 | $ 2,414 |