Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 22, 2019 | Jun. 30, 2018 | |
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, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding (shares) | 54,158,617 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 731.5 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 53,039 | $ 31,219 |
Accounts receivable, net of allowances of $34 at December 31, 2018 and 2017 | 11,551 | 11,447 |
Unbilled receivables, current | 1,916 | 353 |
Inventories | 589 | 1,036 |
Prepaid expenses and other current assets | 1,068 | 984 |
Contract assets | 35 | 0 |
Total current assets | 68,198 | 45,039 |
Restricted cash | 1,446 | 1,557 |
Equity securities | 588 | 671 |
Property and equipment, net | 4,759 | 2,815 |
Goodwill | 3,241 | 3,241 |
Other non-current assets | 1,051 | 302 |
Total assets | 79,283 | 53,625 |
Current liabilities: | ||
Accounts payable | 3,050 | 3,545 |
Accrued compensation | 5,272 | 4,753 |
Other accrued liabilities | 4,855 | 4,362 |
Deferred revenue | 4,936 | 12,292 |
Total current liabilities | 18,113 | 24,952 |
Deferred revenue, net of current portion | 3,352 | 1,501 |
Lease incentive obligation, net of current portion | 35 | 460 |
Capital lease obligation, net of current portion | 61 | 302 |
Other long-term liabilities | 1,416 | 1,863 |
Total liabilities | 22,977 | 29,078 |
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; 54,065 and 48,365 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 5 | 5 |
Additional paid-in capital | 386,775 | 340,079 |
Accumulated other comprehensive loss | 0 | (472) |
Accumulated deficit | (330,474) | (315,065) |
Total stockholders’ equity | 56,306 | 24,547 |
Total liabilities and stockholders’ equity | $ 79,283 | $ 53,625 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 34 | $ 34 |
Preferred stock, par value (usd per share) | $ 0.0001 | |
Preferred stock, shares authorized (shares) | 5,000,000 | |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.000001 | |
Common stock, shares authorized (shares) | 100,000,000 | |
Common stock, shares issued (shares) | 54,605,000 | 48,365,000 |
Common stock, shares outstanding (shares) | 54,605,000 | 48,365,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | |||
Total revenues | $ 60,594 | $ 50,024 | $ 48,837 |
Costs and operating expenses: | |||
Cost of product revenue | 12,620 | 14,327 | 9,753 |
Research and development | 29,978 | 29,659 | 22,229 |
Selling, general and administrative | 29,291 | 29,008 | 25,419 |
Total costs and operating expenses | 71,889 | 72,994 | 57,401 |
Loss from operations | (11,295) | (22,970) | (8,564) |
Interest income | 671 | 147 | 60 |
Other expenses, net | (291) | (92) | (94) |
Loss before income taxes | (10,915) | (22,915) | (8,598) |
Provision for (benefit from) income taxes | (37) | 81 | (40) |
Net loss | $ (10,878) | $ (22,996) | $ (8,558) |
Net loss per share, basic and diluted (usd per share) | $ (0.21) | $ (0.50) | $ (0.21) |
Weighted average common stock shares used in computing net loss per share, basic and diluted (shares) | 52,205 | 46,228 | 40,629 |
Product Sales | |||
Revenues: | |||
Total revenues | $ 25,590 | $ 26,685 | $ 15,321 |
Research and Development Revenues | |||
Revenues: | |||
Total revenues | $ 35,004 | $ 23,339 | $ 33,516 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Other comprehensive loss: | ||||
Net loss | $ (10,878) | $ (22,996) | $ (8,558) | |
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax, Portion Attributable to Parent | [1] | 0 | (472) | (405) |
Other comprehensive loss | 0 | (472) | (405) | |
Total comprehensive loss | $ (10,878) | $ (23,468) | $ (8,963) | |
[1] | In 2018, we adopted Accounting Standards Update No. 2016-01 (Subtopic 825-10) and recorded a cumulative-effect reclassification $0.5 million unrealized loss on equity securities from other accumulated comprehensive loss to the beginning accumulated deficit. See Note 2 “Summary of Significant Accounting Policies” in the Accompanying Notes to the Consolidated Financial Statements for more information. |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 |
Cumulative effect of change in accounting principles | $ (4,059) | |
Accounting Standards Update 2016-01 | ||
Cumulative effect of change in accounting principles | $ 500 |
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, 2015 | 40,343 | ||||
Beginning balance at Dec. 31, 2015 | $ 22,879 | $ 4 | $ 305,981 | $ 405 | $ (283,511) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (shares) | 398 | 398 | |||
Exercise of stock options | $ 1,034 | 1,034 | |||
Release of stock awards (shares) | 911 | ||||
Employee stock-based compensation | 5,673 | 5,673 | |||
Taxes paid related to net share settlement of equity awards (shares) | (397) | ||||
Taxes paid related to net share settlement of equity awards | (1,524) | (1,524) | |||
Total comprehensive loss | (8,963) | (405) | (8,558) | ||
Net loss | (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 | |||
Release of stock awards (shares) | 1,096 | ||||
Employee stock-based compensation | 7,048 | 7,048 | |||
Non-employee stock-based compensation | 43 | 43 | |||
Taxes paid related to net share settlement of equity awards (shares) | (397) | ||||
Taxes paid related to net share settlement of equity awards | (1,670) | (1,670) | |||
Issuance of common stock, net of issuance costs (shares) | 6,325 | ||||
Issuance of common stock, net of issuance costs | 23,229 | $ 1 | 23,228 | ||
Total comprehensive loss | (23,468) | (472) | (22,996) | ||
Net loss | (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) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (shares) | 772 | 856 | |||
Exercise of stock options | $ 4,680 | 4,680 | |||
Release of stock awards (shares) | 832 | ||||
Employee stock-based compensation | 7,865 | 7,865 | |||
Non-employee stock-based compensation | 24 | 24 | |||
Taxes paid related to net share settlement of equity awards (shares) | (301) | ||||
Taxes paid related to net share settlement of equity awards | (3,190) | (3,190) | |||
Issuance of common stock, net of issuance costs (shares) | 4,313 | ||||
Issuance of common stock, net of issuance costs | 37,317 | 37,317 | |||
Total comprehensive loss | (10,878) | ||||
Net loss | (10,878) | (10,878) | |||
Ending balance (shares) at Dec. 31, 2018 | 54,065 | ||||
Ending balance at Dec. 31, 2018 | 56,306 | $ 5 | $ 386,775 | 0 | (330,474) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Cumulative effect of change in accounting principles | $ (4,059) | $ 472 | $ (4,531) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Millions | Dec. 31, 2018USD ($) |
Accounting Standards Update 2016-01 | |
Cumulative effect of change on equity or net assets | $ 0.5 |
Accounting Standards Update 2014-09 | |
Cumulative effect of change on equity or net assets | $ 4.1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities: | |||
Net loss | $ (10,878) | $ (22,996) | $ (8,558) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of intangible assets | 0 | 0 | 2,812 |
Depreciation | 1,147 | 1,042 | 1,734 |
Stock-based compensation | 7,889 | 7,091 | 5,673 |
Loss (gain) on disposal of property and equipment | 8 | 9 | (42) |
Loss on investment securities | 83 | 0 | 0 |
Gain from extinguishment of asset retirement obligation | 0 | (207) | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 960 | (5,298) | 1,405 |
Inventories | 447 | (210) | 167 |
Prepaid expenses and other current assets | (37) | 157 | 7 |
Contract assets | (35) | 0 | 0 |
Unbilled receivables | (2,349) | (353) | 0 |
Other non-current assets | 228 | (44) | 52 |
Accounts payable | (524) | (801) | 942 |
Accrued compensation | 519 | 439 | 983 |
Other accrued liabilities | (17) | 1,399 | (593) |
Other long-term liabilities | (904) | 0 | 0 |
Deferred revenue | (10,631) | 11,017 | (6,442) |
Net cash used in operating activities | (14,094) | (8,755) | (1,860) |
Investing activities: | |||
Purchase of property and equipment | (2,768) | (985) | (888) |
Proceeds from disposal of property and equipment | 2 | 2 | 42 |
Net cash used in investing activities | (2,766) | (983) | (846) |
Financing activities: | |||
Proceeds from exercises of stock options | 4,680 | 266 | 1,034 |
Proceeds from issuance of common stock in connection with public offering, net of underwriting discounts and commission | 37,497 | 23,782 | 0 |
Costs incurred in connection with public offering | (180) | (553) | 0 |
Principal payments on capital lease obligations | (238) | (175) | 0 |
Taxes paid related to net share settlement of equity awards | (3,190) | (1,670) | (1,524) |
Net cash provided by (used in) financing activities | 38,569 | 21,650 | (490) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 21,709 | 11,912 | (3,196) |
Cash, cash equivalents and restricted cash at the beginning of the year | 32,776 | 20,864 | 24,060 |
Cash, cash equivalents and restricted cash at the end of the year | 54,485 | 32,776 | 20,864 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 84 | 141 | 14 |
Income taxes | 5 | 32 | 5 |
Supplemental non-cash financing activities: | |||
Noncash or Part Noncash Acquisition, Fixed Assets Acquired | 0 | 862 | 0 |
Capital expenditures incurred but not yet paid | 300 | 42 | 125 |
Total cash, cash equivalents and restricted cash at the end of the period | $ 32,776 | $ 20,864 | $ 24,060 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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. Comprehensive income or loss Comprehensive loss is equivalent to net loss in 2018 because after adopting Accounting Standards Update No. 2016-01, " Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ." (“Subtopic 825-10”), we do not have any other transactions recorded under comprehensive loss. Prior to our adoption of Subtopic 825-10, and for the year ended in December 31, 2017 and 2016, comprehensive loss included unrealized gains and unrealized losses from our equity investment in equity securities. See “Recently adopted accounting pronouncements ” below for additional information. Certain prior year amounts have been reclassified to conform to 2018 presentation. These changes and reclassifications did not impact net loss or comprehensive loss. 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 equity securities, 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 We report two business segments, Performance Enzymes and Novel Biotherapeutics, which are based on our operating segments. 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 ("CODM"), or decision making group, in deciding how to allocate resources, and in assessing performance. Our CODM is our Chief Executive Officer. Our business segments are primarily based on our organizational structure and our operating results as used by our CODM in assessing performance and allocating resources for our company. We do not allocate or evaluate assets by segment. Previously, we had only one business segment. As our biotherapeutics business has emerged as a significant opportunity for us, effective in 2018, we formed Novel Biotherapeutics as a new business segment. The Novel Biotherapeutics segment focuses on new opportunities in the pharmaceutical industry to discover or improve novel biotherapeutic drug candidates that will target human diseases that are in need of improved therapeutic interventions. The Performance Enzymes segment consists of the existing protein catalyst products and services with focus on pharmaceutical, food, molecular diagnostics, and other industrial markets. Foreign Currency Translation The United States dollar is the functional currency for our operations outside the United States. Accordingly, nonmonetary assets and liabilities originally acquired or assumed in other currencies are recorded in United States dollars at the exchange rates in effect at the date they were acquired or assumed. Monetary assets and liabilities denominated in other currencies are translated into United States dollars at the exchange rates in effect at the balance sheet date. Translation adjustments are recorded in other expense in the consolidated statements of operations. Gains and losses realized from non-U.S. dollar transactions, including intercompany balances not considered as permanent investments, denominated in currencies other than an entity’s functional currency are included in other expense in the accompanying consolidated statements of operations. Revenue Recognition Policy from January 1, 2018 On January 1, 2018, we adopted the provisions of Accounting Standards Update (ASU) 2014-09, " Revenue from Contracts with Customers (Topic 606) and the related amendments (“ASC 606”). The guidance provides a unified model to determine how revenue is recognized. Our revenues are derived primarily from product revenue and collaborative research and development agreements. The majority of our contracts with customers typically contain multiple products and services. We account for individual products and services separately if they are distinct-that is, if a product or service is separately identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under our product revenue and collaborative research and development agreements, we perform the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) we satisfy each performance obligation. The majority of our collaborative contracts contain multiple revenue streams such as up-front and/or annual license fees, fees for full time employee ("FTE") research and development services, contingent milestone payments upon achievement of contractual criteria, and royalty fees based on the licensees' product revenue or usage, among others. We determine the stand-alone selling price ("SSP") and allocate consideration to distinct performance obligations. Typically, we base our SSPs on our historical sales. If an SSP is not directly observable, then we estimate the SSP taking into consideration market conditions, forecasted sales, entity-specific factors and available information about the customer. We estimate the SSP for license rights by using a discounted cash flow method which includes the following key assumptions: the development timelines, revenue forecasts, commercialization expenses, discount rate, and the probability of technical and regulatory success. For licenses that have been previously sold to other customers, we use historical information to determine SSP. We account for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Non-cancellable purchase orders received from customers to deliver a specific quantity of product, when combined with our order confirmation, in exchange for future consideration, create enforceable rights and obligations on both parties and constitute a contract with a customer. We measure revenue based on the consideration specified in the contract with each customer, net of any sales incentives and taxes collected on behalf of government authorities. We recognize revenue in a manner that best depicts the transfer of promised goods or services to the customer, when control of the product or service is transferred to a customer. We make significant judgments when determining the appropriate timing of revenue recognition. The following is a description of principal activities from which we generate revenue: Product Revenue Product revenue consist of sales of protein catalysts, pharmaceutical intermediates and Codex ® Biocatalyst Panels and Kits. A majority of our product revenue is made pursuant to purchase orders or supply agreements and is recognized at a point in time when the control of the product has been transferred to the customer typically upon shipment. For some of the products that we develop, we recognize revenue over time as the product is manufactured because we have a right to payment from the customer under a binding, non-cancellable purchase order, and there is no alternate use of the product for us as it is specifically made for the customer’s use. Certain of our agreements provide options to customers which they can exercise at a future date, such as the option to purchase our product during the contract duration at discounted prices and an option to extend their contract, among others. In accounting for customer options, we determine whether an option is a material right and this requires us to exercise significant judgment. If a contract provides the customer an option to acquire additional goods or services at a discount that exceeds the range of discounts that we typically give for that product or service for the same class of customer, or if the option provides the customer certain additional goods or services for free, the option may be considered a material right. If the contract gives the customer the option to acquire additional goods or services at their normal SSPs, we would likely determine that the option is not a material right and, therefore, account for it as a separate performance obligation when the customer exercises the option. We primarily account for options which provide material rights using the alternative approach available under ASC 606, as we concluded we meet the criteria for using the alternative approach. Therefore, the transaction price is calculated as the expected consideration to be received for all the goods and services we expect to provide under the contract. We update the transaction price for expected consideration, subject to constraint, each reporting period if our estimate of future goods to be ordered by customers change. Research and Development Revenues We perform research and development activities as specified in each respective customer agreement. We identify each performance obligation in our research and development agreements at contract inception. We allocate the consideration to each distinct performance obligation based on the estimated SSP of each performance obligation. Performance obligations included in our research and services agreements typically include research and development services for a specified term, periodic reports and small samples of enzyme produced. The majority of our research and development agreements are based on a contractual rate per FTE working on the project. The underlying product that we develop for customers does not create an asset with an alternative use to us and the customer receives benefits as we perform the work towards completion. Thus, our performance obligations are generally satisfied over time as the service is performed. We utilize an appropriate method of measuring progress towards the completion of our performance obligations to determine the timing of revenue recognition. For each performance obligation that is satisfied over time, we recognize revenue using a single measure of progress, typically based on FTE hours incurred. Our contracts frequently provide customers with rights to use or access our products or technology, along with other promises or performance obligations. Under ASC 606, we must first determine whether the license is distinct from other promises, such as our promise to manufacture a product. If we determine that the customer cannot benefit from the license without our manufacturing capability, the license will be accounted for as combined with the other performance obligations. If we determine that a license is distinct and has significant standalone functionality, we would recognize revenues from a functional license at a point in time when the license is transferred to the customer, and the customer can use and benefit from it. We estimate the SSP for license rights by using a discounted cash flow method which includes the following key assumptions: the development timelines, revenue forecasts, commercialization expenses, discount rate, and the probability of technical and regulatory success. For licenses that have been previously sold to other customers, we use historical information to determine SSP. At the inception of each arrangement that includes variable consideration such as development milestone payments, we evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within our control or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of such development milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration and other revenues and earnings in the period of adjustment. Our CodeEvolver ® platform technology transfer collaboration agreements typically include license fees, upfront fees, and variable consideration in the form of milestone payments, and sales or usage-based royalties. We have recognized revenues from our platform technology transfer agreements over time as our customer learns to use our technology. We also have an agreement under which we have granted a functional license to some elements of our biocatalyst technology. We recognize revenues for the functional license at a point in time when the control of the license and technology transfers to the customer. For agreements that include sales or usage-based royalty payments to us, we do not recognize revenue until the underlying sales of the product or usage has occurred. At the end of each reporting period, we estimate the royalty amount. We recognize revenue at the later of (i) when the related sale of the product occurs, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied, or partially satisfied. Contract Assets Contract assets include amounts related to our contractual right to consideration for completed performance obligations not yet invoiced. The contract assets are reclassified to receivables when the rights become unconditional. Contract Liabilities Contract liabilities are recorded as deferred revenues and include payments received in advance of performance under the contract. Contract liabilities are realized when the development services are provided to the customer or control of the products has been transferred to the customer. A portion of our contract liabilities relate to supply arrangements that contain material rights that are recognized using the alternative method, under which the aggregate amount invoiced to the customer for shipped products, including annual fees, is higher than the amount of revenue recognized based on the transaction price allocated to the shipped products. Contract Costs ASC 606 requires the recognition of an asset for the incremental costs of obtaining a contract with a customer if the entity expects to recover such costs. Incremental costs are costs that would not have been incurred if the contract had not been obtained. Examples of contract costs are commissions paid to sales personnel. We do not typically incur significant incremental costs because the compensation of our salespeople are not based on contracts closed but on a mixture of company goals, individual goals, and sales goals. If a commission paid is directly related to obtaining a specific contract, our policy is to capitalize and amortize such costs on a systematic basis, consistent with the pattern of transfer of the good or service to which the asset relates. Contract costs are reported in other non-current assets. Revenue Recognition Policy before January 1, 2018 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 revenues 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 effort 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 Collaborative research and development agreements typically provide us with multiple revenue streams, including: research services fees for full time employee (“FTE”) research services, up-front license 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 collaborative research and development activities as specified in each respective customer agreement. Payments for services received are not refundable. Certain research agreements are based on a contractual reimbursement rate per FTE working on the project. We recognize revenue from research services as those services are performed over the contractual performance periods. When up-front payments are combined with FTE services in a single unit of accounting, we recognize the up-front payments using the proportionate performance method of revenue recognition based upon the actual amount of research labor hours incurred relative to the amount of the total expected labor hours to be incurred by us, up to the amount of cash received. In cases where the planned levels of research services fluctuate substantially over the research term, we are required to make estimates of the total hours required to perform our obligations. We recognize research and development revenues 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 continuing 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 passage of time or when earned as the result of a customer’s performance in accordance with the 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 contract terms when royalties from licensees can be reasonably estimated and collectability is reasonably assured. For the majority of our royalty revenue, estimates are made using notification of the sale of licensed products from the licensees. Cost of Product Revenue Cost of product revenue 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 revenue. Such charges were not significant in any of the periods presented. Fulfillment costs, such as shipping and handling, are recognized at a point in time and are included in cost of product sales. Cost of Research and Development Services Cost of research and development services related to FTE services under research and development agreements approximate the research funding over the term of the respective agreements and is 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 and 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, and depreciation of facilities and laboratory equipment, as well as external costs, and are expensed as incurred. Costs to acquire technologies that are utilized in research and development and that have no alternative future use are expensed when incurred. Advertising Advertising costs are expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations. Advertising costs were $0.5 million in 2018 , $0.7 million in 2017 and $0.5 million in 2016 . 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") and Restricted Stock Awards ("RSAs") are measured based on the fair market values of the underlying stock on the dates of grant. Performance based options ("PBOs") and performance-contingent restricted stock units ("PSUs") are measured using Black-Scholes-Merton option pricing model. 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. 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 the United States. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits. Cash and cash equivalents totaled $53.0 million and comprised of cash of $21.8 million and money market funds of $31.2 million at December 31, 2018 . Cash and cash equivalents totaled $31.2 million , comprised of cash of $24.4 million and money market funds of $6.8 million at December 31, 2017 . 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 $0.7 million at December 31, 2018 and $0.8 million at December 31, 2017 . Pursuant to the terms of a lease agreement for our Redwood City, CA facilities, we obtained a letter of credit collateralized by cash deposit balances of $0.7 million as of December 31, 2018 and $0.8 million at December 31, 2017 . These cash deposit balances are recorded as non-current restricted cash on the consolidated balance sheets. See Note 13, “Commitments and Contingencies”. In January 2019, we entered into the Eighth Amendment to the Lease for our Redwood City, CA facilities and, as a result, our letters of credit will be collateralized by a cash deposit balance of $1.1 million in 2019. See Note 16, “Subsequent Events” for additional information. Equity Securities We invest in equity securities that are carried at estimated fair value with changes in fair value recognized within earnings. Equity securities with remaining maturities of greater than one year or which we currently do not intend to sell are classified as long-term. See Note 6, “Cash Equivalents and Equity Securities.” Unrealized holding gains and losses (the adjustment to fair value) and realized gains and losses are included in other income (expense) in the consolidated statement of operations subsequent to the adoption of ASU 2016-01 starting on January 1, 2018. 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, accounts receivable, accounts payable, and accrued liabilities, approximate their fair values as of the balance sheet dates because of their 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 7, “Fair Value Measurements” for additional det |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [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. We are a pioneer in the harnessing of computational technologies to drive biology advancements. Over the last fifteen years, we have made substantial investments in the development of our CodeEvolver ® protein engineering technology platform, the primary source of our competitive advantage. Our technology platform is powered by proprietary, artificial intelligence-based, computational algorithms that rapidly mine our large and continuously growing library of protein variants’ performance attributes. These computational outputs enable increasingly reliable predictions for next generation protein variants to be engineered, enabling delivery of targeted performance enhancements in a time-efficient manner. In addition to its computational prowess, our CodeEvolver ® protein engineering technology platform integrates additional modular competencies, including robotic high-throughput screening and genomic sequencing, organic chemistry and process development which are all coordinated to create our novel protein innovations. Our approach to developing 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 screening 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 many 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. We have also begun 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. In February 2019, Nestlé Health Science exercised its option to obtain an exclusive license to develop and commercialize CDX-6114. In April 2018, we entered into a strategic agreement (the "Porton Agreement") with Porton Pharma Solutions, Ltd. ("Porton") to license key elements of our platform technology to Porton’s global custom intermediate and active pharmaceutical ingredients ("API") development and manufacturing business. This gives us access to a wide variety of small and medium-sized pharmaceutical customers. We are also using our technology to develop enzymes for customers using next generation sequencing ("NGS") and polymerase chain reaction ("PCR/qPCR") for in vitro molecular diagnostic and genomic research applications. Our first enzyme is a ligase which we began marketing to customers in 2018. Below are brief descriptions of our business segments: Performance Enzymes We initially commercialized our CodeEvolver ® protein engineering technology platform and products in the pharmaceuticals market, and to date this continues to be our largest market served. Our customers, which include many 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 customized enzymes for use in other industrial markets. These markets consist of several large industrial verticals, including food and food ingredients, animal feed, flavors, fragrances, and agricultural chemicals. We also use our technology to develop enzymes for customers using NGS and PCR/qPCR for in vitro molecular diagnostic and molecular biology research applications. In April 2018, we entered into the Porton Agreement related to our strategic collaboration with Porton to license key elements of our world-leading biocatalyst technology for use in Porton’s global custom intermediate and API development and manufacturing business. Novel Biotherapeutics We are also targeting new opportunities in the pharmaceutical industry to discover, improve, and/or develop biotherapeutic drug candidates. We believe that our CodeEvolver ® protein engineering platform technology can be used to discover novel biotherapeutic drug candidates that will target human diseases that are in need of improved therapeutic interventions. Similarly, we believe that we can deploy our platform technology to improve specific characteristics of a customer’s pre-existing biotherapeutic drug candidate, such as its activity, stability or immunogenicity. Most notable is our lead program for the potential treatment of hyperphenylalaninemia (“HPA”) (also referred to as 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 announced a strategic collaboration with Nestlé Health Science to advance CDX-6114, our own novel orally administrable enzyme therapeutic candidate for the potential treatment of PKU. In July 2018, we announced that we had dosed the first subjects in a first-in-human Phase 1a dose-escalation trial with CDX-6114, which was conducted in Australia. In November 2018, we announced top-line results from the Phase 1a study in healthy volunteers with CDX-6114. In December 2018, Nestlé Health Science became obligated to pay us an additional $1.0 million within 60 days after the achievement of a milestone relating to formulation of CDX-6114. In January 2019, we received notice from the U.S. Food and Drug Administration (the “FDA”) that it had completed its review of our investigational new drug application (“IND”) for CDX-6114 and concluded that we may proceed with the proposed Phase 1b multiple ascending dose study in healthy volunteers in the United States. In February 2019, Nestlé Health Science exercised its option to obtain an exclusive, worldwide, royalty-bearing, sub-licensable license for the global development and commercialization of CDX-6114 for the management of PKU. As a result of the option exercise, Nestlé Health Science is obligated to pay us $3.0 million within 60 days after exercise of the option. Upon exercising its option, Nestlé Health Science has assumed all responsibilities for future clinical development and commercialization of CDX-6114, with the exception of the completion of an extension study, CDX - 6114-004, which is expected to be completed in the second quarter of 2019. See Note 16, “Subsequent Events” for additional details. 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. We have also developed a pipeline of other biotherapeutic drug candidates in which we expect to continue to make additional investments with the aim of advancing additional product candidates targeting other therapeutic areas. For additional discussion of our business segments, see Note 15, "Segment, Geographical and Other Revenue Information." |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted ASC 606, applying the modified retrospective method to all contracts that were not completed as of that date. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606 while prior period results are not adjusted and continue to be reported under the accounting standards in effect for the prior period. We recorded an increase to opening accumulated deficit of $4.1 million as of January 1, 2018 due to the cumulative impact of adopting ASC 606. The impact on revenue for the year ended December 31, 2018 was an increase of $ 5.0 million as a result of adopting ASC 606. The increase in revenues from the adoption of ASC 606 was primarily due to revenue from a product that was recognized over time as we have a right to payment from the customer under a binding, non-cancellable purchase order, and there is no alternate use of the product for us as it is specifically for the customer’s use, and revenues from research and development contracts that were recognized when we had the right to invoice our customers for monthly services completed to date. Also, revenue from a distinct, functional license granted on January 1, 2018 contributed to the increase in revenue from the adoption of ASC 606. We are entitled to certain future milestone payments under our collaborative arrangements. Such milestone payments represent variable consideration that was fully constrained as the realization of the variable consideration is highly uncertain. Disaggregation of Revenue The following table provides information about disaggregated revenue from contracts with customers into the nature of the products and services, and geographic regions, and includes a reconciliation of the disaggregated revenue with reportable segments. The geographic regions that are tracked are the Americas (United States, Canada, Latin America), EMEA (Europe, Middle East, Africa), and APAC (Australia, New Zealand, Southeast Asia, China). We identified our biotherapeutics business as a standalone business segment in the beginning of 2018 and revenues related to the Novel Biotherapeutics segment were first generated in 2017. Therefore, segment information for fiscal year 2016 is not provided. Segment information for fiscal year 2018 is as follows (in thousands): Year Ended December 31, 2018 Performance Enzymes Novel Biotherapeutics Total Major products and service: Product Revenue $ 25,590 $ — $ 25,590 Research and development revenue 21,483 13,521 35,004 Total revenues $ 47,073 $ 13,521 $ 60,594 Primary geographical markets: Americas $ 15,332 $ 38 $ 15,370 EMEA 8,878 13,483 22,361 APAC 22,863 — 22,863 Total revenues $ 47,073 $ 13,521 $ 60,594 Segment information for fiscal year 2017 is as follows (in thousands): Year Ended December 31, 2017 Performance Enzymes Novel Biotherapeutics Total Major products and service: Product Revenue $ 26,685 $ — $ 26,685 Research and development revenue 15,648 7,691 23,339 Total revenues $ 42,333 $ 7,691 $ 50,024 Primary geographical markets: Americas $ 15,575 $ — $ 15,575 EMEA 11,919 7,691 19,610 APAC 14,839 — 14,839 Total revenues $ 42,333 $ 7,691 $ 50,024 The following table shows the reconciliation of contract liabilities from what was disclosed in the Form 10-K for the year ended December 31, 2017 and gives effect to the modified retrospective adoption of the revenue guidance on January 1, 2018 (in thousands): Balance Deferred Revenue, balance at December 31, 2017 $ 13,793 Changes in estimated consideration — Unsatisfied performance obligations $ 5,173 Deferred Revenue, balance at January 1, 2018 $ 18,966 Contract Balances The following table presents changes in the contract assets, unbilled receivable, contract costs, and contract liabilities (in thousands): January 1, 2018 balance Additions Deductions (1) December 31, 2018 Contract Assets $ — 8,934 (8,899 ) $ 35 Unbilled receivables, current $ — 2,908 (992 ) $ 1,916 Unbilled receivables, non-current $ — 786 — $ 786 Contract Costs $ 239 — (197 ) $ 42 Contract Liabilities: Deferred Revenue $ 18,966 6,446 (17,124 ) $ 8,288 (1) The asset or liability balances are presented as a net position per contract and accordingly the deductions column includes the netting effect of presenting each contract on a net position basis as either a net liability or asset. We recognize accounts receivable when we have an unconditional right to recognize revenue and have issued an invoice to the customer. Our payment terms are generally between 30 and 90 days. We recognize unbilled receivables when we have an unconditional right to recognize revenue and have not issued an invoice to our customer. Unbilled receivables, current are transferred to accounts receivable on issuance of an invoice. Unbilled receivables, non-current are transferred to accounts receivable on issuance of an invoice; payment is expected from the customer thereon. Unbilled receivables are classified separately on the consolidated balance sheet as assets. Contract assets represent our right to recognize revenue for custom products with no alternate use and under binding non-cancellable purchase orders and are largely related to our procurement of product. We recognize contract assets when we have a conditional right to recognize revenue. The delivery pattern of certain of products occurs in advance of the invoicing process, which generates contract assets. In addition, we recognize a contract asset related to milestones not eligible for royalty accounting when we assess it is probable of being achieved and there will be no significant reversal of cumulative revenues. Contract assets are classified separately on the consolidated balance sheet as an asset and transferred to accounts receivable when our rights to payment become unconditional. Contract liabilities, or deferred revenue, represent our obligation to transfer a product or service to the customer, and for which we have received consideration from the customer. We recognize a contract liability when we receive advance customer payments under development agreements for research and development services, upfront license payments, and from upfront customer payments received under product supply agreements. Contract liabilities are classified as a liability on the consolidated balance sheet. Contract costs relate to incremental costs of obtaining a contract with a customer. Contract costs are amortized along with the associated revenue over the term of the contract. We had no asset impairment charges related to contract assets in the period. During the year ended December 31, 2018 , we recognized the following revenues (in thousands): Revenue recognized in the period for: Year Ended December 31, 2018 Amounts included in contract liabilities at the beginning of the period: Performance obligations satisfied $ 13,615 Changes in the period: Changes in the estimated transaction price allocated to performance obligations satisfied in prior periods 374 Performance obligations satisfied from new activities in the period - contract revenue 46,605 Total revenue $ 60,594 Performance Obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The estimated revenue does not include contracts with original durations of one year or less, amounts of variable consideration attributable to royalties, or contract renewals that are unexercised as of December 31, 2018 . We did not recognize any revenue from performance obligations satisfied in previous periods. The balances in the table below are partially based on judgments involved in estimating future orders from customers subject to the exercise of material rights pursuant to respective contracts (in thousands): 2019 2020 2021 2022 and Thereafter Total Product Revenue $ 2,201 $ 1,729 $ 1,623 $ — $ 5,553 Research and development revenue 2,735 — — — 2,735 Total revenues $ 4,936 $ 1,729 $ 1,623 $ — $ 8,288 Practical Expedients, Elections, and Exemptions We used a practical expedient available under ASC 606 which permits us to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations. We also used a practical expedient available under ASC 606 which permits us not to adjust the amount of consideration for the effects of a significant financing component if, at contract inception, the expected period between the transfer of promised goods or services and customer payment is one year or less. We perform monthly services under our research and development agreements and we use a practical expedient available under ASC 606 permitting us to recognize revenue at the same time that we have the right to invoice our customer for monthly services completed to date. We have elected to treat shipping and handling activities as fulfillment costs. Additionally, we have elected to record revenue net of sales and other similar taxes. Impact on Financial Statements In accordance with ASC 606, the disclosure of the impact of adoption to our consolidated statements of operations and balance sheets was as follows (in thousands, except per share amounts): Year Ended December 31, 2018 As reported Adjustments Balances without adoption of ASC 606 Revenues: Product revenue $ 25,590 $ (3,422 ) $ 22,168 Research and development revenue 35,004 (1,609 ) 33,395 Total revenues 60,594 (5,031 ) 55,563 Costs and operating expenses: Cost of product revenue 12,620 (285 ) 12,335 Research and development 29,978 (196 ) 29,782 Selling, general and administrative 29,291 — 29,291 Total costs and operating expenses 71,889 (481 ) 71,408 Loss from operations (11,295 ) (4,550 ) (15,845 ) Interest income 671 — 671 Other expenses (291 ) — (291 ) Loss before income taxes (10,915 ) (4,550 ) (15,465 ) Provision for (benefit from) income taxes (37 ) — (37 ) Net loss $ (10,878 ) $ (4,550 ) $ (15,428 ) Net loss per share, basic and diluted $ (0.21 ) $ (0.09 ) $ (0.30 ) Weighted average common shares used in computing net loss per share, basic and diluted 52,205 52,205 December 31, 2018 As reported Adjustments Balances without adoption of ASC 606 Assets Accounts receivable $ 11,551 $ (1,253 ) $ 10,298 Unbilled receivables, current 1,916 (1,916 ) — Contract assets 35 (35 ) — Inventories 589 1 590 Unbilled receivables, non-current 786 (786 ) — Other non-current assets 265 (42 ) 223 Liabilities Other accrued liabilities 4,855 (520 ) 4,335 Deferred revenue - current 4,936 (1,574 ) 3,362 Deferred revenue - non-current 3,352 (1,445 ) 1,907 Stockholders' equity Accumulated deficit (330,474 ) (492 ) (330,966 ) |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2018 | |
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 are identical since potential common shares are 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): Year Ended December 31, 2018 2017 2016 Shares issuable under Equity Incentive Plan 6,339 6,882 5,567 Shares issuable upon the conversion of warrants — — 73 Total anti-dilutive securities 6,339 6,882 5,640 |
Collaborative Arrangements
Collaborative Arrangements | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development [Abstract] | |
Collaborative Arrangements | Collaborative Arrangements Deferred revenue amounts discussed herein as of December 31, 2017 are derived from our Form 10-K for the year ended December 31, 2017. On January 1, 2018 we adopted Topic 606 and subsequently adjusted deferred revenue to give effect to the modified retrospective adoption of the revenue guidance. See Note 3, “Revenue Recognition” for additional information. GSK Platform Technology Transfer, Collaboration and License Agreement In July 2014, we entered into a CodeEvolver ® protein engineering 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 platform technology to develop novel enzymes for use in the manufacture of GSK's pharmaceutical and health care products. We received an upfront fee upon the execution of the agreement in July 2014 and milestone payments in each of the years from 2014 through April 2016. We completed the transfer of the CodeEvolver ® protein engineering platform technology to GSK in April 2016 and all revenues relating to the technology transfer have been recognized as of April 2016. We have the potential to receive additional cumulative contingent payments that range from $5.75 million to $38.5 million per project based on GSK’s successful application of the licensed technology. We are also eligible to receive royalties based on net sales of GSK’s sales of licensed enzyme products that are currently not being recognized. Merck Platform Technology Transfer and License Agreement In August 2015, we entered into a CodeEvolver ® platform technology transfer collaboration and license agreement (the "Merck CodeEvolver ® Agreement") with Merck, Sharp & Dohme ("Merck") which 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, and milestone payments in September 2015 and in September 2016, when we completed the transfer of the engineering platform technology. We recognized research and development revenues of $4.1 million , $3.6 million , and $3.0 million in 2018 , 2017 and 2016 , respectively, for various research projects under our collaborative arrangement. 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 API payments, which are currently not recognized in revenue, are based on quantity of API developed and manufactured by Merck and will be recognized as usage-based royalties. In October 2018, we entered into an amendment to the Merck CodeEvolver ® Agreement whereby we amended certain licensing provisions and one exhibit. In January 2019, we entered into an amendment to the Merck CodeEvolver ® Agreement whereby we will install certain CodeEvolver ® protein engineering technology upgrades into Merck’s platform license installation and maintain those upgrades for a multi-year term. 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 sitagliptin catalyst purchased by Merck and to allow Merck to purchase a percentage of its requirements for sitagliptin catalyst from a specified third-party supplier. Merck received a distinct, functional license to manufacture a portion of its demand beginning January 1, 2018, which we recognized as research and development revenue. We recognized research and development revenues of $1.3 million , $1.3 million and $1.3 million in 2018 , 2017 and 2016 , respectively. 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. We have determined that the variable pricing, which provides a discount based on the cumulative volume of sitagliptin catalyst purchased by Merck, provides Merck material rights and we are recognizing product revenues using the alternative method. Under the alternative approach, we estimate the total expected consideration and allocate it proportionately with the expected sales. The Sitagliptin Catalyst Supply Agreement requires Merck to pay an annual fee for the rights to the sitagliptin technology each year for the term of the Sitagliptin Catalyst Supply Agreement. Amounts of annual license fees are based on contractually agreed prices and are on a declining scale over the term of the contract. We had a deferred revenue balance from Merck of $3.6 million at December 31, 2018 and $1.5 million at December 31, 2017 . Pursuant to the terms of the Sitagliptin Catalyst Supply Agreement, Merck may purchase supply from us for a fee based on contractually stated prices and we recognized $12.3 million , $9.0 million and $5.9 million in 2018 , 2017 and 2016 , respectively, in product revenue under this agreement. 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 $0.8 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. We additionally have determined that the volume discounts under the supply agreement provides the customer material rights and we are recognizing revenues using the alternative method. As of December 31, 2018 and 2017 , we had deferred revenue from the supply agreement of $2.0 million and $0.7 million , respectively. Research and Development Agreement In March 2017, we entered into a multi-year research and development services agreement with Tate & Lyle Ingredients Americas LLC ("Tate & Lyle") to develop enzymes for use in the manufacture of Tate & Lyle’s zero-calorie TASTEVA ® M Stevia sweetener. Under the agreement, we received an upfront payment of $3.0 million , which was originally recognized ratably over the maximum term of the services period of 21 months . Beginning January 1, 2018, we are recognizing revenue using a single measure of progress that depicts our performance in transferring the services. During the second quarter of 2018, Tate & Lyle opted to obtain additional development services that we completed by June 30, 2018 and we earned milestone payments upon completion of the services. We recognized $7.1 million and $3.2 million of revenue in 2018 and 2017 , respectively, for research and development services under the research and development agreement. As of December 31, 2018 and 2017 , we had deferred revenue from the development services agreement of zero and $3.1 million , respectively. 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 Nestlé Agreement, Nestlé Health Science S.A., to advance CDX-6114, our enzyme biotherapeutic product candidate for the potential treatment of PKU. We received an upfront cash payment of $14.0 million in 2017 upon the execution of the Nestlé Agreement and a $4.0 million milestone payment 60 days after dosing the first subjects in a first-in-human Phase 1a dose-escalation trial with CDX-6114 for the potential treatment of PKU. The $4.0 million milestone payment that was triggered by the initiation of the trial was received in September 2018. The upfront payment and the variable consideration relating to the progress payment of $4.0 million are being recognized over time as the development work is being performed. Revenue is being recognized using a single measure of progress that depicts our performance in transferring control of the services, which is 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. We recognized development fees of $9.9 million in 2018 as research and development revenue and $7.2 million in 2017. We had deferred revenue related to the development fees attributed to the milestone payment and up-front fees of $1.9 million at December 31, 2018 and $6.8 million at December 31, 2017 . In December 2018, Nestlé Health Science became obligated to pay us an additional $1.0 million within 60 days after the achievement of a milestone relating to formulation of CDX-6114. In January 2019, we received notice from the U.S. Food and Drug Administration (the “FDA”) that it had completed its review of our investigational new drug application (“IND”) for CDX-6114 and concluded that we may proceed with the proposed Phase 1b multiple ascending dose study in healthy volunteers in the United States. In February 2019, Nestlé Health Science exercised its option to obtain an exclusive, worldwide, royalty-bearing, sub-licensable license for the global development and commercialization of CDX-6114 for the management of PKU. As a result of the option exercise, Nestlé Health Science is obligated to pay us $3.0 million within 60 days after exercise of the option. Upon exercising its option, Nestlé Health Science has assumed all responsibilities for future clinical development and commercialization of CDX-6114, with the exception of the completion of an extension study, CDX - 6114-004, which is expected to be completed in the second quarter of 2019. See Note 16, “Subsequent Events” in the notes to the Consolidated Financial Statements set forth in Item 8 of this Annual Report on Form 10-K for details. 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 received an upfront payment of $1.2 million in 2017 and an incremental $0.6 million payment in September 2018 for additional services. We recognized research and development fees of $3.6 million and $0.5 million in 2018 and 2017 , respectively. As of December 31, 2018 and 2017 , we had deferred revenue of $0.8 million and $1.1 million , respectively. Strategic Collaboration Agreement In April 2018, we entered into the Porton Agreement with Porton to license key elements of Codexis’ biocatalyst technology for use in Porton’s global custom intermediate and API development and manufacturing business. Under the Porton Agreement, we are eligible to receive annual collaboration fees and research and development revenues. We have the potential to receive performance payments based on products produced by Porton using our company technology under the license agreement. We received an initial collaboration fee of $0.5 million within 30 days of the effective date of the agreement. As of December 31, 2018 , we completed the technical transfer and we recognized revenue of $2.8 million in 2018 as research and development revenue. Revenue relating to the functional license provided to Porton was recognized at a point in time when control of the license transferred to the customer. |
Cash Equivalents and Equity Sec
Cash Equivalents and Equity Securities | 12 Months Ended |
Dec. 31, 2018 | |
Debt Securities, Available-for-sale [Abstract] | |
Cash Equivalents and Equity Securities | Cash Equivalents and Equity Securities Cash equivalents and equity securities at December 31, 2018 and 2017 consisted of the following (in thousands): December 31, 2018 Adjusted Cost Gross Unrealized Gains (3) Gross Unrealized Losses (3) Estimated Fair Value Average Contractual Maturities (in days) Money market funds (1) $ 31,225 $ — $ — $ 31,225 n/a Common shares of CO 2 Solutions (2) 563 25 — 588 n/a Total $ 31,788 $ 25 $ — $ 31,813 December 31, 2017 Adjusted Cost Gross Unrealized Gains (3) Gross Unrealized Losses (3) 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 (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 equity securities on our consolidated balance sheets. (3) As a result of adopting ASU 2016-01, in 2018 and thereafter gross unrealized gains and gross unrealized losses related to our investment in CO 2 Solutions were recognized in other expense, in the consolidated statements of operations. Prior to 2018 gross unrealized gains and gross unrealized losses related to our investment in CO 2 Solutions were recorded in accumulated other comprehensive loss on the balance sheet. As of December 31, 2018 , the total cash and cash equivalents balance of $53.0 million was comprised of money market funds of $31.2 million and cash of $21.8 million held with major financial institutions worldwide. 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. 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 recorded at its fair value. See Note 7, “Fair Value Measurements.” Through December 31, 2018 , we concluded that we did not have the ability to exercise significant influence over CO 2 Solutions’ operating and financial policies. On January 1, 2018, we adopted ASU 2016-01. Upon adoption, we reclassified the $0.5 million net unrealized loss from accumulated other comprehensive loss to our opening accumulated deficit. In 2018, we recognized an unrealized loss of $84 thousand related to our investment in CO 2 Solutions in other expense, in the consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [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, 2018 and 2017 by level within the fair value hierarchy (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Money market funds $ 31,225 $ — $ — $ 31,225 Common shares of CO 2 Solutions 588 — — 588 Total $ 31,813 $ — $ — $ 31,813 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 We determine the fair value of Level 1 and Level 2 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 within the fair value hierarchy as Level 1 and Level 2, at December 31, 2018 and December 31, 2017, respectively, using the quoted prices in an active market to determine their fair value. A review of the fair value hierarchy classifications of our investments is conducted annually. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets. Reclassifications are reported as transfers in or transfers out of the applicable level at end of the calendar year in which the reclassifications occur. In the fourth quarter of 2018, we reclassified the $0.6 million fair value of the investment in the common shares of CO 2 Solutions from Level 2 to Level 1 within the fair value hierarchy since we concluded that there was a sufficient level of transactional frequency and trading volume to indicate that the pricing information was representative of its fair value on an ongoing basis. (See also Note 6, “Cash Equivalents and Equity Securities” for additional information.) |
Balance Sheets Details
Balance Sheets Details | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 Allowance - beginning of period $ (34 ) $ (421 ) $ (421 ) Write-offs and other (1) — 387 — Allowance - end of period $ (34 ) $ (34 ) $ (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, 2018 2017 Raw materials $ 165 $ 158 Work in process 47 53 Finished goods 377 825 Inventories $ 589 $ 1,036 Property and Equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2018 2017 Laboratory equipment (1) $ 21,328 $ 19,777 Leasehold improvements 10,359 10,327 Computer equipment and software 3,954 3,695 Office equipment and furniture 1,272 1,185 Construction in progress (2) 939 85 Property and equipment 37,852 35,069 Less: accumulated depreciation and amortization (33,093 ) (32,254 ) Property and equipment, net $ 4,759 $ 2,815 (1) Fully depreciated laboratory equipment with a cost of $0.3 million and $0.2 million were retired during 2018 and 2017 , respectively. (2) Construction in progress includes equipment received but not yet placed into service pending installation. Goodwill Goodwill had a carrying value of approximately of $3.2 million as of December 31, 2018 and 2017 . Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): December 31, 2018 2017 Accrued purchases $ 1,492 $ 941 Accrued professional and outside service fees 2,020 2,393 Deferred rent 343 258 Lease incentive obligation 425 425 Other 575 345 Total $ 4,855 $ 4,362 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
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 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 our 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, 2018 , total shares remaining available for issuance under the 2010 Plan were approximately 7.9 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. Stock Options The option exercise price for incentive stock options must be at least 100% of the fair value of our common stock on the date of grant and the option exercise price for non-statutory stock options is 85% of the fair value of our common stock on the date of grant, as determined by the Board. If, at the time of a grant, the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all of our outstanding capital stock, the exercise price for these options must be at least 110% of the fair value of the underlying common stock. Stock options granted to employees generally have a maximum term of 10 years and vest over 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 three months or the expiration of the option, whichever is earlier. Restricted Stock Units (RSUs) We also grant employees RSUs, which 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. Performance-contingent Restricted Stock Units (PSUs) and Performance Based Options (PBOs) The compensation committee of the Board approved, solely in respect of non-executive employees, delegated to our Chief Executive Officer the authority to approve grants of PSUs. The compensation committee of the Board also approved grants of PBOs and PSUs to our executives. The PSUs and PBOs vest 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. 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 PSUs and PBOs would be equal to half the number of PSUs granted and one-quarter the number of shares underlying the PBOs granted. If the performance goals are achieved at the target level, the number of shares eligible to vest in respect of the PSUs and PBOs would be equal to the number of PSUs granted and half of the shares underlying the PBOs granted. If the performance goals are achieved at the superior level, the number of shares eligible to vest in respect of the PSUs would be equal to two times the number of PSUs granted and equal to the number of PBOs granted. The number of shares issuable upon achievement of the performance goals at the levels between the threshold and target levels for the PSUs and PBOs or between the target level and superior levels for the 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 PSUs and PBOs. In the first quarter of 2018, we awarded PSUs ("2018 PSUs") and PBOs ("2018 PBOs"), each of which commence vesting based upon the achievement of various weighted performance goals, including core business revenue growth, cash balance, new licensing collaborations, new research and development service revenue arrangements, technology advancement and novel therapeutic enzymes advancement. As of December 31, 2018 , we estimated that the 2018 PSUs and 2018 PBOs performance goals would be achieved at 118% of the target level, and recognized expenses accordingly. In 2017, we awarded PSUs ("2017 PSUs") and 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. In the first quarter of 2018, we determined that the 2017 PSU and PBO performance goals had been achieved at 134.2% of the target level, and recognized expenses accordingly. Accordingly, one-half of the shares underlying the 2017 PSUs and PBOs vested in the first quarter of 2018 and one-half of the shares underlying the 2017 PSUs and PBOs will vest in the first quarter of 2019, in each case subject to the recipient’s continued service on each vesting date. 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 each of 2017 and 2018, in each case subject to the recipient’s continued service on each vesting date. No PBOs were awarded in 2016. Stock-Based Compensation Expense: Stock-based compensation expense is included in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2018 2017 2016 Research and development $ 2,055 $ 1,444 $ 1,033 Selling, general and administrative 5,834 5,647 4,640 Total $ 7,889 $ 7,091 $ 5,673 The following table presents total stock-based compensation expense by security type included in the consolidated statements of operations (in thousands): Year Ended December 31, 2018 2017 2016 Stock options $ 1,975 $ 1,554 $ 1,102 RSUs and RSAs 1,770 1,888 2,043 PSUs 1,511 1,792 2,528 PBOs 2,633 1,857 — Total $ 7,889 $ 7,091 $ 5,673 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: Year Ended December 31, 2018 2017 2016 Expected life (years) 5.6 5.4 5.3 Volatility 60.0 % 62.2 % 64.2 % Risk-free interest rate 2.7 % 2.0 % 1.3 % Expected dividend yield 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 thousand with the following assumptions used to estimate the fair value of non-employee stock options: (i) volatility rate at 60.6% , risk-free interest rate of 2.4% and (ii) no expected dividend yield. The option vested 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, 2018 and December 31, 2016, we did not grant any options to purchase shares of common stock to non-employees. The following tables summarizes stock option activities: Number Weighted (In Thousands) Outstanding at December 31, 2015 3,918 $ 4.49 Granted 971 $ 4.16 Exercised (398 ) $ 2.60 Forfeited/Expired (601 ) $ 5.76 Outstanding at December 31, 2016 3,890 $ 4.40 Granted 856 $ 4.57 Exercised (86 ) $ 3.10 Forfeited/Expired (81 ) $ 7.72 Outstanding at December 31, 2017 4,579 $ 4.40 Granted 645 $ 9.56 Exercised (772 ) $ 5.56 Forfeited/Expired (340 ) $ 6.66 Outstanding at December 31, 2018 4,112 $ 4.81 Exercisable at December 31, 2018 2,876 $ 3.83 Vested and expected to vest at December 31, 2018 3,954 $ 4.69 Number Weighted Weighted Aggregate Intrinsic (In Thousands) (In Years) (In Thousands) Outstanding at December 31, 2018 4,112 $ 4.81 6.23 $ 48,927 Exercisable at December 31, 2018 2,876 $ 3.83 5.25 $ 37,005 Vested and expected to vest at December 31, 2018 3,954 $ 4.69 6.13 $ 47,503 The weighted average grant date fair value per share of stock options granted in 2018 , 2017 and 2016 were $5.34 , $2.51 and $2.32 , respectively. The total intrinsic value of options exercised in 2018 , 2017 and 2016 were $7.6 million , $0.2 million and $0.6 million , respectively. As of December 31, 2018 , there was $3.5 million of unrecognized stock-based compensation cost related to non-vested options, which we expect to recognize over a weighted average period of 2.5 years . Restricted Stock Awards (RSAs) The following table summarizes RSA activities: Number Weighted Average (In Thousands) Non-vested balance at December 31, 2015 480 $ 3.29 Granted 185 $ 4.21 Vested (435 ) $ 3.40 Non-vested balance at December 31, 2016 230 $ 3.82 Granted 143 $ 4.75 Vested (214 ) $ 3.81 Non-vested balance at December 31, 2017 159 $ 4.68 Granted 47 $ 14.35 Vested (151 ) $ 4.71 Non-vested balance at December 31, 2018 55 $ 12.83 The weighted average grant date fair value per share of RSAs granted in 2018 , 2017 and 2016 were $14.35 , $4.75 and $4.21 , respectively. The total fair value of RSAs vested in fiscal 2018 , 2017 and 2016 were $2.1 million , $1.0 million and $1.8 million respectively. As of December 31, 2018 , there was $0.3 million of unrecognized stock-based compensation cost related to non-vested RSAs, which we expect to recognize over a weighted average period of 0.4 years . Restricted Stock Units (RSUs) The following table summarizes RSU activities: Number Weighted Average (In Thousands) Non-vested balance at January 1, 2016 545 $ 3.15 Granted 330 $ 4.10 Vested (243 ) $ 3.11 Forfeited/Expired (15 ) $ 2.74 Non-vested balance at December 31, 2016 617 $ 3.69 Granted 275 $ 4.22 Vested (302 ) $ 3.40 Forfeited/Expired (30 ) $ 4.12 Non-vested balance at December 31, 2017 560 $ 4.08 Granted 86 $ 10.56 Vested (290 ) $ 4.09 Forfeited/Expired (8 ) $ 4.73 Non-vested balance at December 31, 2018 348 $ 5.66 The weighted average grant date fair value per share of RSUs granted in 2018 , 2017 and 2016 were $10.56 , $4.22 and $4.10 , respectively. The total fair value of RSUs vested in fiscal 2018 , 2017 and 2016 were $2.9 million , $1.3 million and $1.0 million respectively. As of December 31, 2018 , there was $1.0 million of unrecognized stock-based compensation cost related to non-vested RSUs, which we expect to recognize over a weighted average period of 1.1 years . Performance-Contingent Restricted Stock Units (PSUs) The following table summarizes PSU activities: Number Weighted Average (In Thousands) Non-vested balance at January 1, 2016 989 $ 2.94 Granted 629 $ 4.10 Vested (482 ) $ 2.89 Forfeited/Expired (305 ) $ 2.82 Non-vested balance at January 1, 2017 831 $ 3.88 Granted 276 $ 4.25 Vested (651 ) $ 3.84 Forfeited/Expired (27 ) $ 3.65 Non-vested balance at January 1, 2018 429 $ 4.20 Granted 306 $ 6.71 Vested (495 ) $ 4.16 Non-vested balance at December 31, 2018 240 $ 7.48 The weighted average grant date fair value per share of PSUs granted in 2018 , 2017 and 2016 were $6.71 , $4.25 and $4.10 , respectively. The total fair value of PSUs vested in fiscal 2018 , 2017 , and 2016 were $5.4 million , $2.7 million , and $1.8 million , respectively. As of December 31, 2018 , there was $0.6 million of unrecognized stock-based compensation cost related to non-vested PSUs, which we expect to recognize over a weighted average period of 0.5 years. Performance Based Options (PBOs) We estimated the fair value of PBO 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: Year Ended December 31, 2018 2017 2016 Expected life (years) 5.63 5.33 — Volatility 60.3 % 62.3 % — Risk-free interest rate 5.6 % 5.3 % — Expected dividend yield 0.0 % 0.0 % — The following table summarizes PBO activities in 2018 : Number of Shares Weighted Average Grant Date Fair Value Per Share (in thousands) Outstanding at December 31, 2016 — $ — Granted 1,720 $ 2.54 Outstanding at December 31, 2017 1,720 $ 2.54 Granted 1,200 $ 5.02 Exercised (84 ) $ 2.54 Forfeited (1,254 ) $ 3.73 Outstanding at December 31, 2018 1,582 $ 3.47 Number Weighted Weighted Aggregate Intrinsic (In Thousands) (In Years) (In Thousands) Exercisable at December 31, 2018 493 $ 4.60 5.60 $ 5,968 Vested and expected to vest at December 31, 2018 1,582 $ 6.24 5.44 $ 16,553 The total fair value of exercised PBOs was $0.2 million for 2018, zero for 2017 and zero for 2016. As of December 31, 2018 , there was $1.2 million of unrecognized stock-based compensation cost related to non-vested PBOs, which we expect to recognize over a weighted average period of 0.9 years . |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Capital Stock | Capital Stock Public Offering In April 2018, we completed an underwritten public offering of 4,312,500 shares of our common stock, including the exercise in full by the underwriters of their option to purchase 562,500 of our shares, at a public offering price of $9.25 per share. After deducting the underwriting discounts and commissions and estimated offering expenses, net proceeds were approximately $37.3 million . |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2018 | |
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 , $0.6 million and $0.4 million in 2018 , 2017 , and 2016 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our loss before provision for income taxes was as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ (10,653 ) $ (22,994 ) $ (8,174 ) Foreign (262 ) 79 (424 ) Loss before provision for income taxes $ (10,915 ) $ (22,915 ) $ (8,598 ) The tax provision (benefit from) for the years ended December 31, 2018 , 2017 and 2016 consists primarily of taxes attributable to foreign operations. The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Current provision (benefit): Federal $ — $ — $ — State 5 5 5 Foreign (13 ) 64 (14 ) Total current provision (benefit) (8 ) 69 (9 ) Deferred provision (benefit): Federal — — — State — — — Foreign (29 ) 12 (31 ) Total deferred provision (benefit) (29 ) 12 (31 ) Provision for (benefit from) income taxes $ (37 ) $ 81 $ (40 ) 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): Year Ended December 31, 2018 2017 2016 Tax benefit at federal statutory rate $ (2,292 ) $ (7,791 ) $ (2,924 ) State taxes 222 48 127 Research and development credits (499 ) (399 ) (161 ) Foreign operations taxed at different rates (17 ) (2 ) 30 Stock-based compensation (2,587 ) (216 ) 327 Other nondeductible items (3 ) 326 405 Executive compensation 838 73 255 Change in valuation allowance 4,301 (26,058 ) 1,901 Change in statutory tax rate — 34,100 — Provision for (benefit from) income taxes $ (37 ) $ 81 $ (40 ) 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, 2018 2017 Deferred tax assets: Net operating losses $ 60,455 $ 53,901 Credits 7,174 6,221 Deferred revenues 1,879 3,334 Stock-based compensation 2,967 2,872 Reserves and accruals 1,876 2,028 Depreciation 1,376 1,573 Intangible assets 2,557 3,172 Capital losses 576 576 Unrealized gain/loss 297 295 Other assets 83 78 Total deferred tax assets: 79,240 74,050 Deferred tax liabilities: Other (64 ) (115 ) Total deferred tax liabilities: (64 ) (115 ) Valuation allowance (79,222 ) (74,010 ) Net deferred tax liabilities $ (46 ) $ (75 ) 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 change in valuation allowance differs from the amount included the rate reconciliation table due to the deferred tax impact of the adoption of ASC 606, which resulted in a $0.9 million adjustment to opening accumulated deficit before the offsetting change in valuation allowance. The net valuation allowance increased by $5.2 million during the year ended December 31, 2018 ; and decreased by $20.4 million during the year ended December 31, 2017 ; and increased by $1.9 million during the year ended December 31, 2016 , 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, 2018 (in thousands): December 31, 2018 Amount Expiration Years Net operating losses, federal $ 254,208 2022-2038 Net operating losses, state 115,420 2018-2038 Tax credits, federal 7,430 2022-2038 Tax credits, state 9,121 Do not expire Net operating losses, foreign 383 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. We performed an analysis in 2018 and determined that there was not a limitation that would 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, 2018 , we 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, 2018 , for local taxes that would be incurred upon repatriation. 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, 2018 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, 2018 2017 2016 Balance at beginning of year $ 9,422 $ 8,566 $ 8,152 Additions based on tax positions related to current year 1,087 880 459 Reductions to tax provision of prior years (529 ) (24 ) (45 ) Balance at end of year $ 9,980 $ 9,422 $ 8,566 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 $37 thousand , $31 thousand and $35 thousand , respectively, in 2018 , 2017 and 2016 . Total penalties and interest recognized in the balance sheet was $0.4 million and $0.3 million , respectively, in 2018 and 2017 . The total unrecognized tax benefits that, if recognized currently, would impact our company’s effective tax rate were $0.3 million and $0.4 million as of December 31, 2018 and 2017 , respectively. We do not expect any material changes to our uncertain tax positions within the next 12 months. We are not subject to examination by United States federal or state tax authorities for years prior to 2002 and foreign tax authorities for years prior to 2012. 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 made 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. In 2018, we completed our accounting for the Tax Act. The income tax effects of the Tax Act for which the accounting is now completed 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 completed our accounting for the income tax effects under the Tax Act that are relevant to us and required to be recorded and disclosed pursuant to FASB ASC 740, Income Taxes. Accordingly, any and all provisional amounts previously recorded in accordance with SEC Staff Accounting Bulletin No. 118 have been adjusted to reflect their final amounts. Beginning in 2018, the GILTI provisions in the Tax Act 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. Per guidance issued by the FASB, companies can either account for deferred taxes related to GILTI or treat tax arising from GILTI as a period cost. Both are acceptable methods subject to an accounting policy election. On December 31, 2018, we finalized our policy and have elected to use the period cost method for GILTI. In 2018, we did not incur any GILTI inclusion as our foreign subsidiaries generated losses. The BEAT provisions in the Tax Act eliminate the deduction of certain base-erosion payments made to related foreign corporations, and impose a minimum base erosion anti-abuse tax if greater than regular tax. In 2018, our company was not subject to BEAT as it did not meet the requirements to be subject to BEAT. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Loss Contingency [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases Our headquarters are located in Redwood City, California, where we occupy approximately 107,200 square feet of office and laboratory space in four buildings within the same business park of Metropolitan Life Insurance Company ("MetLife"). Our lease (“Lease”) with MetLife includes approximately 28,200 square feet of space located at 200 and 220 Penobscot Drive, Redwood City, California (the “Penobscot Space”), approximately 37,900 square feet of space located at 400 Penobscot Drive, Redwood City, California (the “Building 2 Space”), approximately 11,200 square feet of space located at 501 Chesapeake Drive, Redwood City, California (the “501 Chesapeake Space”), and approximately 29,900 square feet of space located at 101 Saginaw Drive, Redwood City, California (the “Saginaw Space”). We entered into the initial lease with MetLife 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 lease amendment ("Seventh Amendment") in October 2016 which, for one of our buildings, waived our existing asset retirement obligation, and extended the lease term to January 2022. 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 certain office and laboratory space to different subtenants with separate options to extend the subleases. These subleases will expire in November 2019. In February 2019, we entered into the eighth amendment to the Lease ("Eighth Amendment") with MetLife to extend the lease terms for the Penobscot Space, the Building 2 Space and the Chesapeake Space for another 88 months . The lease on the Saginaw Space will expire in January 2020. The lease terms for the Penobscot Space and Building 2 Space have an expiration date of May 2027. The lease term for the 501 Chesapeake Space has an expiration date of May 2029. Refer to Note 16, "Subsequent Events" for more details. We incurred $3.6 million of capital improvement costs related to the facilities leased from MetLife through December 31, 2012. During 2011 and 2012, we requested and received $3.1 million of reimbursements from the landlord for the tenant improvement and HVAC allowances for the completed construction. The reimbursements were recorded once cash was received and are amortized on a straight line basis over the term of the lease as a reduction in rent expense. The remaining lease incentive obligations were $0.5 million and $0.9 million at December 31, 2018 and 2017 , respectively, and are reflected as liabilities 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. We are required to restore certain areas 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. We recorded asset retirement obligations of $0.2 million as of December 31, 2018 and 2017 , which are included in other liabilities on the consolidated balance sheets. Accretion expense related to our asset retirement obligations was nominal in 2018 and 2017 . Pursuant to the terms of the 7th amended lease agreement, we exercised our right to deliver a letter of credit in lieu of a security deposit. The letter of credit is collateralized by deposit balances held by the bank in the amount of $0.7 million as of December 31, 2018 and 2017 , which is recorded as non-current restricted cash on the consolidated balance sheets. See Note 13, “Commitments and Contingencies.” Pursuant to the terms of the Eighth Amendment, the amended letter of credit in the amount of $1.1 million is collateralized by deposit balances held by the bank in 2019. Rent expense was $3.2 million , $3.2 million and $2.9 million in 2018, 2017 and 2016, respectively, partially offset by sublease income of $1.1 million , $1.4 million and $1.2 million , respectively. 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, 2018 are as follows (in thousands): Years ending December 31, Capital Leases Operating Leases 2019 $ 252 $ 3,280 2020 61 712 2021 — 490 2022 — 41 2023 — — Total minimum lease payments (1) 313 $ 4,523 Less: amount representing interest (10 ) Present value of capital lease obligations 303 Less: current portion (242 ) Long-term portion of capital leases $ 61 (1) Minimum payments have not been reduced by future minimum sublease rentals of $0.9 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 $ 1,458 Service agreement for stability study July 2017 331 Service agreement for clinical trial December 2017 1,258 Total other commitments $ 3,047 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, 2018 , we have not drawn from the Credit Facility. In September 2018, we entered into a Fourth Amendment to the Credit Facility whereby the draw period on the term debt was extended to September 30, 2019. We may draw on the Term Debt at any time prior to September 30, 2019, 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 October 1, 2022, any loans for Term Debt mature and the Revolving Line of Credit terminates. The 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 the Term Debt through November 1, 2020 . 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 our 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, 2018 , we were in compliance with the covenants for the Credit Facility. As further discussed in Note 16, “Subsequent Events”, in February 2019 , we entered into the eighth lease amendment of our business premises (the “Eighth Amendment”). Pursuant to the terms of the Eighth Amendment, we exercised an option to deliver a $1.1 million letter of credit to the lessor in lieu of a security deposit. In January 2019, we entered into the Fifth Amendment to the Credit Facility, which amended certain restrictive covenants with respect to letters of credit made in connection with the leasing of real property. 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. EnzymeWorks appealed the sanctions levied against them by Judge Orrick to the Federal Circuit and filed its opening brief on May 30, 2018. On July 9, 2018, Codexis filed its response brief, and EnzymeWorks filed its reply on July 30, 2018. On February 8, 2019, the Federal Circuit panel of judges assigned to the case issued an opinion affirming the lower court’s ruling and remanding the case to the lower court on jurisdictional grounds to vacate the order to which the parties had earlier stipulated. 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, 2018 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
Related Party Transactions | Related Party Transactions Exela PharmSci, Inc. (“Exela”) We entered into a commercialization agreement with 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 profit 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 over 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. We had no revenue from transactions with Exela in 2018 . We recognized $2.6 million in 2017 and $2.2 million in 2016 as research and development revenue from transactions with Exela. We had no receivables at December 31, 2018 and $1.6 million of receivables due from Exela at December 31, 2017 . 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, to Alfa Aesar, which is a purchasing agent of AstraZeneca PLC, and also to Asymchem Life Science Co, Ltd, which is a contract manufacturer for AstraZeneca PLC. We recognized product revenue of $0.6 million in 2018 , $0.1 million in 2017 and de minimis revenue in 2016 from transactions with AstraZeneca PLC. We recognized no revenue from transactions with Alfa Aesar in 2018 and 2017 and $0.4 million of product revenue in 2016 . We recognized de minimis revenue from Asymchem Life Science Co, Ltd in 2018, $75 thousand in 2017 , and de minimis revenue in 2016 . At December 31, 2018 , we had $0.2 million of receivables and at December 31, 2017, we had $0.1 million of receivables due from AstraZeneca, PLC. At December 31, 2018, we had no receivables and at December 31, 2017, we had $0.1 million of receivables due from Asymchem Life Science Co, Ltd. At December 31, 2018 and 2017, we had no receivables due from Alfa Aesar. |
Segment, Geographical and Other
Segment, Geographical and Other Revenue Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting Information, Operating Income (Loss) [Abstract] | |
Segment, Geographical and Other Revenue Information | Segment, Geographical and Other Revenue Information Segment Information As discussed in Note 2, "Basis of Presentation and Summary of Significant Accounting Policies," beginning in 2018, we identified our biotherapeutics business as a standalone business segment. Our two reportable business segments as of January 1, 2018, consisted of Performance Enzymes and Novel Biotherapeutics. We report corporate-related expenses such as legal, accounting, information technology, and other costs that are not otherwise included in our reportable business segments as "Corporate costs." All items not included in income (loss) from operations are excluded from the business segments. We manage our assets on a total company basis, not by business segment, as the majority of our operating assets are shared or commingled. Our CODM does not review asset information by business segment in assessing performance or allocating resources, and accordingly, we do not report asset information by business segment. Performance Enzymes We initially commercialized our CodeEvolver ® protein engineering technology platform and products in the pharmaceuticals market, and to date this continues to be our largest market served. Our customers, which include many 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 customized enzymes for use in other industrial markets. These markets consist of several large industrial verticals, including food and food ingredients, animal feed, flavors, fragrances, and agricultural chemicals. We also use our technology to develop enzymes for customers using NGS and PCR/qPCR for in vitro molecular diagnostic and molecular biology research applications. Novel Biotherapeutics We are also targeting new opportunities in the pharmaceutical industry to discover, improve, and/or develop biotherapeutic drug candidates. We believe that our CodeEvolver ® protein engineering platform technology can be used to discover novel biotherapeutic drug candidates that will target human diseases that are in need of improved therapeutic interventions. Similarly, we believe that we can deploy our platform technology to improve specific characteristics of a customer’s pre-existing biotherapeutic drug candidate, such as its activity, stability or immunogenicity. Most notable is 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 announced a strategic collaboration with Nestlé Health Science to advance CDX-6114, our own novel orally administrable enzyme therapeutic candidate for the potential treatment of PKU. In July 2018, we announced that we had dosed the first subjects in a first-in-human Phase 1a dose-escalation trial with CDX-6114, which was conducted in Australia. In November 2018, we announced top-line results from the Phase 1a study in healthy volunteers with CDX-6114. In December 2018, Nestlé Health Science became obligated to pay us an additional $1.0 million within 60 days after the achievement of a milestone relating to formulation of CDX-6114. In January 2019, we received notice from the U.S. Food and Drug Administration (the “FDA”) that it had completed its review of our investigational new drug application (“IND”) for CDX-6114 and concluded that we may proceed with the proposed Phase 1b multiple ascending dose study in healthy volunteers in the United States. In February 2019, Nestlé Health Science exercised its option to obtain an exclusive license for the global development and commercialization of CDX-6114 for the management of PKU. The exercise of the option triggers a $3 million milestone payment. Upon exercising its option, Nestlé Health Science has assumed all responsibilities for future clinical development and commercialization of CDX-6114, with the exception of the completion of an extension study, CDX - 6114-004, which is expected to be completed in the second quarter of 2019. See Note 16, “Subsequent Events” in the notes to the Consolidated Financial Statements set forth in Item 8 of this Annual Report on Form 10-K for details. We have also developed a pipeline of other biotherapeutic drug candidates in which we expect to continue to make additional investments with the aim of advancing additional product candidates targeting other therapeutic areas. For the year ended December 31, 2018 , primarily all revenues related to the Novel Biotherapeutics segment were generated from our collaboration with customer projects. There was no revenue related to the Novel Biotherapeutics segment in the year ended December 31, 2017. Novel Biotherapeutics had no operational activity in the year ended December 31, 2016. Our CODM regularly reviews our segments and the approach provided by management for performance evaluation and resource allocation. Operating expenses that directly support the segment activity are allocated based on segment headcount, revenue contribution or activity of the business units within the segments, based on the corporate activity type provided to the segment. The expense allocation excludes certain corporate costs that are separately managed from the segments. This provides the CODM with more meaningful segment profitability reporting to support operating decisions and allocate resources. The following table provides financial information by our reportable business segments along with a reconciliation to consolidated loss before income taxes (in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 Performance Enzymes Novel Biotherapeutics Total Performance Enzymes Novel Biotherapeutics Total Revenues: Product revenue $ 25,590 $ — $ 25,590 $ 26,685 $ — $ 26,685 Research and development revenue 21,483 13,521 35,004 15,648 7,691 23,339 Total revenues 47,073 13,521 60,594 42,333 7,691 50,024 Costs and operating expenses: Cost of product revenue 12,620 — 12,620 14,327 — 14,327 Research and development (1) 18,924 10,185 29,109 16,847 12,107 28,954 Selling, general and administrative 7,538 771 8,309 7,371 — 7,371 Total segment costs and operating expenses 39,082 10,956 50,038 38,545 12,107 50,652 Income (loss) from operations $ 7,991 $ 2,565 $ 10,556 $ 3,788 $ (4,416 ) $ (628 ) Corporate costs (2) (20,324 ) (21,245 ) Depreciation (1,147 ) (1,042 ) Loss before income taxes $ (10,915 ) $ (22,915 ) (1) Research and development expenses and Selling, general and administrative expenses exclude depreciation. (2) Corporate costs include unallocated selling, general and administrative expense, interest income, and other income and expenses. The following table provides stock-based compensation expense included in income (loss) from operations by segment (in thousands): 2018 2017 Performance Enzymes Novel Biotherapeutics Total Performance Enzymes Novel Biotherapeutics Total Stock-based compensation $ 2,591 $ 338 $ 2,929 $ 2,306 $ 208 $ 2,514 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, 2018 2017 2016 Merck 29 % 28 % 47 % Nestlé Health Science 22 % 15 % * Tate & Lyle 13 % 11 % * Novartis * 14 % * GSK * * 22 % 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, 2018 2017 Merck 37 % 31 % Nestlé Health Science 17 % * Tate & Lyle * 16 % Novartis 11 % 15 % Kyorin Pharmaceutical Co Ltd 16 % * Exela PharmaSci, Inc. * 14 % * Percentage was less than 10% Geographic Information Geographic revenues are identified by the location of the customer and consist of the following (in thousands): Year Ended December 31, 2018 2017 2016 Revenues Americas $ 15,370 $ 15,575 $ 23,126 EMEA 22,361 19,610 17,138 APAC 22,863 14,839 8,573 Total revenues $ 60,594 $ 50,024 $ 48,837 Identifiable long-lived assets by location and goodwill by reporting unit as of year-end were as follows (in thousands): December 31, 2018 2017 Long-lived assets United States $ 4,759 $ 2,815 December 31, 2018 Performance Enzymes Novel Biotherapeutics Total Goodwill $ 2,463 $ 778 $ 3,241 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Operating Leases In February 2019 , we entered into the eighth lease amendment ("Eighth Amendment") with MetLife to extend the lease term for the Penobscot Space, the Building 2 Space and the 501 Chesapeake Space for another 88 months . The various terms for these properties have expiration dates that range from May 2027 to May 2029 . The terms include an optional renewal period of 5 years after the expiration date based on fair market rates for comparable transactions in the geographic area described in the Eighth Amendment. The Eighth Amendment requires us to install certain improvements to the buildings. On completion of the improvements to the building, the landlord will reimburse us up to a contractually specified amount and the landlord will become the owner of the improvements. Pursuant to the terms of the Eighth Amendment, 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 $1.1 million in 2019. These deposits will be recorded as restricted cash on the consolidated balance sheets. Total future minimum lease payments under the Eighth Amendment is $32.9 million . FDA Approval and Nestlé Health Science Exercises Option for Exclusive Global License to CDX-6114 In January 2019, we received notice from the U.S. Food and Drug Administration (the “FDA”) that it had completed its review of our investigational new drug application (“IND”) for CDX-6114 and concluded that we may proceed with the proposed Phase 1b multiple ascending dose study in healthy volunteers in the United States. In February 2019, Nestlé Health Science exercised its option to obtain an exclusive, worldwide, royalty-bearing, sublicensable license to develop and commercialize certain products based on the our novel, orally delivered enzyme IND for the management of phenylketonuria. Nestlé Health Science was granted this option under the Development, Option and Licensing Agreement with Codexis announced in October 2017. The exercise of the option triggered a $3 million milestone payment from Nestlé Health Science to Codexis. Upon exercising its option, Nestlé Health Science has assumed all responsibilities for future clinical development and commercialization of CDX-6114, with the exception of the completion of an extension study, CDX - 6114-004, which is expected to be completed in the second quarter of 2019. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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. |
Comprehensive income or loss | Comprehensive income or loss Comprehensive loss is equivalent to net loss in 2018 because after adopting Accounting Standards Update No. 2016-01, " Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ." (“Subtopic 825-10”), we do not have any other transactions recorded under comprehensive loss. Prior to our adoption of Subtopic 825-10, and for the year ended in December 31, 2017 and 2016, comprehensive loss included unrealized gains and unrealized losses from our equity investment in equity securities. See “Recently adopted accounting pronouncements ” below for additional information. Certain prior year amounts have been reclassified to conform to 2018 presentation. These changes and reclassifications did not impact net loss or comprehensive loss. |
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 equity securities, 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 We report two business segments, Performance Enzymes and Novel Biotherapeutics, which are based on our operating segments. 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 ("CODM"), or decision making group, in deciding how to allocate resources, and in assessing performance. Our CODM is our Chief Executive Officer. Our business segments are primarily based on our organizational structure and our operating results as used by our CODM in assessing performance and allocating resources for our company. We do not allocate or evaluate assets by segment. Previously, we had only one business segment. As our biotherapeutics business has emerged as a significant opportunity for us, effective in 2018, we formed Novel Biotherapeutics as a new business segment. The Novel Biotherapeutics segment focuses on new opportunities in the pharmaceutical industry to discover or improve novel biotherapeutic drug candidates that will target human diseases that are in need of improved therapeutic interventions. The Performance Enzymes segment consists of the existing protein catalyst products and services with focus on pharmaceutical, food, molecular diagnostics, and other industrial markets. |
Foreign Currency Translation | Foreign Currency Translation The United States dollar is the functional currency for our operations outside the United States. Accordingly, nonmonetary assets and liabilities originally acquired or assumed in other currencies are recorded in United States dollars at the exchange rates in effect at the date they were acquired or assumed. Monetary assets and liabilities denominated in other currencies are translated into United States dollars at the exchange rates in effect at the balance sheet date. Translation adjustments are recorded in other expense in the consolidated statements of operations. Gains and losses realized from non-U.S. dollar transactions, including intercompany balances not considered as permanent investments, denominated in currencies other than an entity’s functional currency are included in other expense in the accompanying consolidated statements of operations. |
Revenue Recognition | Revenue Recognition Policy from January 1, 2018 On January 1, 2018, we adopted the provisions of Accounting Standards Update (ASU) 2014-09, " Revenue from Contracts with Customers (Topic 606) and the related amendments (“ASC 606”). The guidance provides a unified model to determine how revenue is recognized. Our revenues are derived primarily from product revenue and collaborative research and development agreements. The majority of our contracts with customers typically contain multiple products and services. We account for individual products and services separately if they are distinct-that is, if a product or service is separately identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under our product revenue and collaborative research and development agreements, we perform the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) we satisfy each performance obligation. The majority of our collaborative contracts contain multiple revenue streams such as up-front and/or annual license fees, fees for full time employee ("FTE") research and development services, contingent milestone payments upon achievement of contractual criteria, and royalty fees based on the licensees' product revenue or usage, among others. We determine the stand-alone selling price ("SSP") and allocate consideration to distinct performance obligations. Typically, we base our SSPs on our historical sales. If an SSP is not directly observable, then we estimate the SSP taking into consideration market conditions, forecasted sales, entity-specific factors and available information about the customer. We estimate the SSP for license rights by using a discounted cash flow method which includes the following key assumptions: the development timelines, revenue forecasts, commercialization expenses, discount rate, and the probability of technical and regulatory success. For licenses that have been previously sold to other customers, we use historical information to determine SSP. We account for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Non-cancellable purchase orders received from customers to deliver a specific quantity of product, when combined with our order confirmation, in exchange for future consideration, create enforceable rights and obligations on both parties and constitute a contract with a customer. We measure revenue based on the consideration specified in the contract with each customer, net of any sales incentives and taxes collected on behalf of government authorities. We recognize revenue in a manner that best depicts the transfer of promised goods or services to the customer, when control of the product or service is transferred to a customer. We make significant judgments when determining the appropriate timing of revenue recognition. The following is a description of principal activities from which we generate revenue: Product Revenue Product revenue consist of sales of protein catalysts, pharmaceutical intermediates and Codex ® Biocatalyst Panels and Kits. A majority of our product revenue is made pursuant to purchase orders or supply agreements and is recognized at a point in time when the control of the product has been transferred to the customer typically upon shipment. For some of the products that we develop, we recognize revenue over time as the product is manufactured because we have a right to payment from the customer under a binding, non-cancellable purchase order, and there is no alternate use of the product for us as it is specifically made for the customer’s use. Certain of our agreements provide options to customers which they can exercise at a future date, such as the option to purchase our product during the contract duration at discounted prices and an option to extend their contract, among others. In accounting for customer options, we determine whether an option is a material right and this requires us to exercise significant judgment. If a contract provides the customer an option to acquire additional goods or services at a discount that exceeds the range of discounts that we typically give for that product or service for the same class of customer, or if the option provides the customer certain additional goods or services for free, the option may be considered a material right. If the contract gives the customer the option to acquire additional goods or services at their normal SSPs, we would likely determine that the option is not a material right and, therefore, account for it as a separate performance obligation when the customer exercises the option. We primarily account for options which provide material rights using the alternative approach available under ASC 606, as we concluded we meet the criteria for using the alternative approach. Therefore, the transaction price is calculated as the expected consideration to be received for all the goods and services we expect to provide under the contract. We update the transaction price for expected consideration, subject to constraint, each reporting period if our estimate of future goods to be ordered by customers change. Research and Development Revenues We perform research and development activities as specified in each respective customer agreement. We identify each performance obligation in our research and development agreements at contract inception. We allocate the consideration to each distinct performance obligation based on the estimated SSP of each performance obligation. Performance obligations included in our research and services agreements typically include research and development services for a specified term, periodic reports and small samples of enzyme produced. The majority of our research and development agreements are based on a contractual rate per FTE working on the project. The underlying product that we develop for customers does not create an asset with an alternative use to us and the customer receives benefits as we perform the work towards completion. Thus, our performance obligations are generally satisfied over time as the service is performed. We utilize an appropriate method of measuring progress towards the completion of our performance obligations to determine the timing of revenue recognition. For each performance obligation that is satisfied over time, we recognize revenue using a single measure of progress, typically based on FTE hours incurred. Our contracts frequently provide customers with rights to use or access our products or technology, along with other promises or performance obligations. Under ASC 606, we must first determine whether the license is distinct from other promises, such as our promise to manufacture a product. If we determine that the customer cannot benefit from the license without our manufacturing capability, the license will be accounted for as combined with the other performance obligations. If we determine that a license is distinct and has significant standalone functionality, we would recognize revenues from a functional license at a point in time when the license is transferred to the customer, and the customer can use and benefit from it. We estimate the SSP for license rights by using a discounted cash flow method which includes the following key assumptions: the development timelines, revenue forecasts, commercialization expenses, discount rate, and the probability of technical and regulatory success. For licenses that have been previously sold to other customers, we use historical information to determine SSP. At the inception of each arrangement that includes variable consideration such as development milestone payments, we evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within our control or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of such development milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration and other revenues and earnings in the period of adjustment. Our CodeEvolver ® platform technology transfer collaboration agreements typically include license fees, upfront fees, and variable consideration in the form of milestone payments, and sales or usage-based royalties. We have recognized revenues from our platform technology transfer agreements over time as our customer learns to use our technology. We also have an agreement under which we have granted a functional license to some elements of our biocatalyst technology. We recognize revenues for the functional license at a point in time when the control of the license and technology transfers to the customer. For agreements that include sales or usage-based royalty payments to us, we do not recognize revenue until the underlying sales of the product or usage has occurred. At the end of each reporting period, we estimate the royalty amount. We recognize revenue at the later of (i) when the related sale of the product occurs, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied, or partially satisfied. Contract Assets Contract assets include amounts related to our contractual right to consideration for completed performance obligations not yet invoiced. The contract assets are reclassified to receivables when the rights become unconditional. Contract Liabilities Contract liabilities are recorded as deferred revenues and include payments received in advance of performance under the contract. Contract liabilities are realized when the development services are provided to the customer or control of the products has been transferred to the customer. A portion of our contract liabilities relate to supply arrangements that contain material rights that are recognized using the alternative method, under which the aggregate amount invoiced to the customer for shipped products, including annual fees, is higher than the amount of revenue recognized based on the transaction price allocated to the shipped products. Contract Costs ASC 606 requires the recognition of an asset for the incremental costs of obtaining a contract with a customer if the entity expects to recover such costs. Incremental costs are costs that would not have been incurred if the contract had not been obtained. Examples of contract costs are commissions paid to sales personnel. We do not typically incur significant incremental costs because the compensation of our salespeople are not based on contracts closed but on a mixture of company goals, individual goals, and sales goals. If a commission paid is directly related to obtaining a specific contract, our policy is to capitalize and amortize such costs on a systematic basis, consistent with the pattern of transfer of the good or service to which the asset relates. Contract costs are reported in other non-current assets. Revenue Recognition Policy before January 1, 2018 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 revenues 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 effort 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 Collaborative research and development agreements typically provide us with multiple revenue streams, including: research services fees for full time employee (“FTE”) research services, up-front license 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 collaborative research and development activities as specified in each respective customer agreement. Payments for services received are not refundable. Certain research agreements are based on a contractual reimbursement rate per FTE working on the project. We recognize revenue from research services as those services are performed over the contractual performance periods. When up-front payments are combined with FTE services in a single unit of accounting, we recognize the up-front payments using the proportionate performance method of revenue recognition based upon the actual amount of research labor hours incurred relative to the amount of the total expected labor hours to be incurred by us, up to the amount of cash received. In cases where the planned levels of research services fluctuate substantially over the research term, we are required to make estimates of the total hours required to perform our obligations. We recognize research and development revenues 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 continuing 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 passage of time or when earned as the result of a customer’s performance in accordance with the 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 contract terms when royalties from licensees can be reasonably estimated and collectability is reasonably assured. For the majority of our royalty revenue, estimates are made using notification of the sale of licensed products from the licensees. Cost of Product Revenue Cost of product revenue 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 revenue. Such charges were not significant in any of the periods presented. Fulfillment costs, such as shipping and handling, are recognized at a point in time and are included in cost of product sales. Unbilled receivable Pursuant to ASC 606, the timing of revenue recognition may differ from the timing of invoicing to our customers. When we satisfy (or partially satisfy) a performance obligation, prior to being able to invoice the customer, we recognize an unbilled receivable when the right to consideration is unconditional. |
Cost of Research and Development Services and Research and Development Expense | Cost of Research and Development Services Cost of research and development services related to FTE services under research and development agreements approximate the research funding over the term of the respective agreements and is 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 and 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, and depreciation of facilities and laboratory equipment, 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") and Restricted Stock Awards ("RSAs") are measured based on the fair market values of the underlying stock on the dates of grant. Performance based options ("PBOs") and performance-contingent restricted stock units ("PSUs") are measured using Black-Scholes-Merton option pricing model. 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. |
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 the United States. 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. |
Equity Securities | Equity Securities We invest in equity securities that are carried at estimated fair value with changes in fair value recognized within earnings. Equity securities with remaining maturities of greater than one year or which we currently do not intend to sell are classified as long-term. See Note 6, “Cash Equivalents and Equity Securities.” Unrealized holding gains and losses (the adjustment to fair value) and realized gains and losses are included in other income (expense) in the consolidated statement of operations subsequent to the adoption of ASU 2016-01 starting on January 1, 2018. |
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, accounts receivable, accounts payable, and accrued liabilities, approximate their fair values as of the balance sheet dates because of their 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 7, “Fair Value Measurements” for additional details. |
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, contract assets, equity 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 the Netherlands. Such deposits in those countries may be in excess of insured limits. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts We currently sell primarily to pharmaceutical and fine chemicals 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 an insignificant 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. The allowances for doubtful accounts reflect our best estimates of probable losses inherent in the accounts receivable and contract assets’ balances. We determine the allowances based on known troubled accounts, historical experience, and other currently available evidence. Uncollectible accounts receivables and contract assets 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. |
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. |
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 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 tangible long-lived assets consist primarily of property and equipment. In the first quarter of 2018, we determined that we operate in two segments. We have not identified property and equipment by segment since these assets are shared or commingled. 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 values based on discounted cash flows. Significant management judgment is required in the forecast of future operating results that are used in the preparation of unexpected undiscounted cash flows. |
Goodwill | Goodwill Goodwill represents the excess of the consideration transferred over the fair value of net assets of businesses acquired and is assigned to reporting units. We test goodwill for impairment considering amongst other things, whether there have been sustained declines in our share price. If we conclude it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value test is performed. In the first quarter of 2018, we determined that we operate in two segments and accordingly we re-evaluated our assessment of the number of reporting units. We concluded that we have two reporting units that reflect our operating segments and accordingly, we tested goodwill for impairment at the reporting unit level. Historically, assets are jointly used by the segments, are not separable, and are not identified by reporting unit. In order to assign the amount of goodwill to the two reporting units, we used a relative fair value allocation methodology that primarily relied on our estimates of revenue and future earnings for each reporting units. Using the relative fair value allocation methodology, we have determined that approximately 76% of goodwill is allocated to the Performance Enzymes segment and 24% is allocated to the Novel Biotherapeutics segment. As a result of the calculation, $2.4 million of the goodwill was assigned to the Performance Enzymes segment and $0.8 million was assigned to the Novel Biotherapeutics segment. There were no changes in the amount of goodwill assigned to each reporting unit at the end of the year. 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 each reporting unit to its carrying value. Using the relative fair value allocation methodology, we compared the allocated carrying amount of each reporting unit’s net assets and the assigned goodwill to its fair 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’s goodwill with the carrying amount of that goodwill. Implied fair value is the excess of the fair value of the reporting unit over the fair value of all identified or allocated assets and liabilities. Any excess of the reporting unit’s carrying amount goodwill over the respective implied fair value is recognized as an impairment. During 2018, 2017 and 2016, we did not record impairment charges related to goodwill. We test goodwill for impairment on an annual basis on the last day of the fourth fiscal quarter and, when specific circumstances dictate, between annual tests by first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. During 2018 , 2017 and 2016 , we did not record impairment charges related to goodwill. |
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 revenues 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, 2018 , we maintain a full valuation allowance in all jurisdictions against the net deferred tax assets as we believe that it is more likely than not that the majority of deferred tax assets will not be realized. We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance may be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the statements of operations 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 ASU 2009-06, Income Taxes (Topic 740) ”Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities” , 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 net operating loss (“NOL”) carryforwards in certain situations where equity transactions result in a change of ownership as defined by Internal Revenue Code Section 382. In the event we should experience such a change of ownership, utilization of our federal and state NOL carryforwards could be limited. The adoption of ASC 606 primarily resulted in less revenue recognized as of January 1, 2018, which in turn generated an increase in net deferred tax assets. As we fully reserve our net deferred tax assets in the jurisdictions impacted by the adoption of ASC 606, this impact was offset by a corresponding increase to the valuation allowance. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted accounting pronouncement In May 2014, the FASB issued ASU 2014-09, " Revenue from Contracts with Customers (Topic 606)" , (“ASC 606”), amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted for public companies effective for annual and interim reporting periods beginning after December 15, 2016. We have adopted the provisions of ASC 606 and the related amendments, effective January 1, 2018, using the modified retrospective transition method. We recognized the cumulative effect of applying the new revenue standard and recognized a $4.1 million increase to the opening balance of the accumulated deficit at the beginning of 2018. The comparative information has not been restated and continues to be reported under the accounting standards in effect for the period presented. See Note 3, "Revenue Recognition" for more details. In January 2016, the FASB issued ASU No. 2016-01, " Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities " (“Subtopic 825-10”). 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 this 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. This new guidance primarily impacts our accounting for equity investments. In February 2018, the FASB issued ASU 2018-03, " Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10) ." Prior to the adoption of ASC 825, we recognized unrealized holding gains and losses from our equity investment in CO2 Solutions in other comprehensive loss. We adopted ASC 825 in the first quarter of 2018 using a modified retrospective approach by means of a cumulative-effect adjustment to accumulated deficit. Upon adoption of ASC 825, we reclassified $0.5 million of unrealized loss (net of $0.6 million tax) from other accumulated comprehensive loss to beginning accumulated deficit. Any changes in the fair value of our equity investments, except those accounted for under the equity method, will be recognized in earnings on a prospective basis. In August 2016, the FASB issued ASU 2016-15, " Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments " (“ASC 230”), which provides the FASB's guidance on certain cash flow statements items. ASC 230 is effective for fiscal reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. We adopted ASC 230 in the first quarter of 2018, and the adoption had no impact on our annual consolidated financial statements. 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” (“ASC 230”). The standard requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents on the statement of cash flows. We adopted ASU 2016-18 in the first quarter of 2018 and the adoption had no material impact on our annual consolidated financial statements. The effect of the adoption of ASC 230 on our consolidated statements of cash flows was to include restricted cash balances in the beginning and end of period balances of cash and cash equivalents and restricted cash. The change in restricted cash was previously disclosed in operating and investing activities in the consolidated statements of cash flows. In January 2017, the FASB issued ASU No. 2017-01 " Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASC 805”) . 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 for fiscal reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. The amendments should be applied prospectively as of the beginning of the period of adoption. We adopted ASC 805 in the first quarter of 2018, and the adoption had no impact on our annual consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, " Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASC 718”) . 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 adopted ASC 718 in the first quarter of 2018 and the adoption had no impact on our annual consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, " Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 " (“ASC 740”) which amends Topic 740 by incorporating the SEC Staff Accounting Bulletin No. 118 (SAB 118) issued on December 22, 2017. SAB 118 provides guidance on accounting for the effects of the Tax Cuts and Jobs Act (Tax Reform) and allows a company to record provisional amounts during a measurement period not to extend beyond one year from the enactment date. See Income Taxes section above for additional information. Recently issued accounting pronouncements not yet adopted From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial statements upon adoption. In February 2016, the FASB issued ASU 2016-02, " Leases (Topic 842)" (“ASC 842”), which replaces prior lease guidance (“ASC 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. ASC 842 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. In July 2018, the FASB issued ASU 2018-10, " Codification Improvements to ASC 842, Leases ." These amendments affect narrow aspects of the guidance issued in the amendments in ASU 2016-02 including those regarding residual value guarantees, rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase option, variable lease payments that depend on an index or a rate, investment tax credits, lease term and purchase option, transition guidance for amounts previously recognized in business combinations, certain transition adjustments, transition guidance for leases previously classified as capital leases under ASC 840, transition guidance for modifications to leases previously classified as direct financing or sales-type leases under ASC 840, transition guidance for sale and leaseback transactions, impairment of net investment in the lease, unguaranteed residual asset, effect of initial direct costs on rate implicit in the lease, and failed sale and leaseback transactions. For entities that have not adopted ASC 842, the effective date and transition requirements will be the same as the effective date and transition requirements in ASC 842. The FASB also issued ASU 2018-11, "Leases (Topic 842): Targeted Improvements." These amendments provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). The amendments also provide lessors with a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease component and, instead, to account for those components as a single component if the nonlease components otherwise would be accounted for under ASC 606 and certain criteria are met. If the nonlease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606. Otherwise, the entity must account for the combined component as an operating lease in accordance with ASC 842. For entities that have not adopted ASC 842 before the issuance of ASU No. 2018-11, the effective date and transition requirements for the amendments related to separating components of a contract are the same as the effective date and transition requirements in ASU No. 2016-02. We plan to adopt ASC 842 on January 1, 2019 using a modified retrospective approach and effective date method per adoption of ASU 2018-11. We will recognize and measure all leases within the scope of the standard that exist as of January 1, 2017, beginning of the earliest period, as if the standard had always been applied, subject to the practical expedients and transition relief in “Practical Expedients” section. In the current period, we evaluated the practical expedients elections and on adoption, and may apply a practical expedient in which an entity need not reassess whether any expired or existing contracts are or contain leases; An entity need not reassess the lease classification for any expired or existing leases (for example, all existing leases that were classified as operating leases in accordance with ASC 840 will be classified as operating leases, and all existing leases that were classified as capital leases in accordance with ASC 840 will be classified as finance leases); An entity need not reassess initial direct costs for any existing leases. We started the transition plan in the third quarter of 2018 and continued to perform the scoping work in the fourth quarter of 2018. We identified a total of 13 lease agreements that are subject to ASC 842 and seven of them meet the short-term lease exception. We completed the full analysis by January, 2019 and we evaluated the right-of-use (ROU) assets and lease liability using the incremental borrowing rate (IBR) at December 31, 2018 because the implicit rate is not readily determinable in the lease agreement. Upon adoption of ASC 842, all existing leases will be classified as either operating lease or finance lease. We expect to record a range from $20 million to $30 million of ROU assets and liabilities for operating leases and a range from $0.1 million to $0.8 million of ROU assets and liabilities for finance leases in the balance sheet during the first quarter of 2019. This analysis was inclusive of the eighth amendment to the lease agreement disclosed in Note 16, “Subsequent Events.” 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 standard adds a new 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. We are currently evaluating the impact of adopting ASU 2016-13 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 effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements and related disclosures. In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” . This standard allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act and requires certain disclosures about stranded tax effects and will be effective for us beginning January 1, 2019 and should be applied either in the period of adoption or retrospectively. Early adoption is permitted. We do not expect this standard to have any impact on our consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, " Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, " which expands the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees . The new standard is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements and related disclosures. In July 2018, the FASB issued ASU 2018-09, "Codification Improvements”, which represent changes to clarify, correct errors in, or make minor improvements to the Codification, eliminating inconsistencies and providing clarifications in current guidance. The amendments in this ASU include those made to: Subtopic 220-10, I ncome Statement-Reporting Comprehensive Income-Overall ; Subtopic 470-50, Debt-Modifications and Extinguishments; Subtopic 480-10, Distinguishing Liabilities from Equity-Overall; Subtopic 718-740, Compensation-Stock Compensation-Income Taxes; Subtopic 805-740, B usiness Combinations-Income Taxes ; Subtopic 815-10, Derivatives and Hedging-Overall; Subtopic 820-10, Fair Value Measurement-Overall; Subtopic 940-405, Financial Services-Brokers and Dealers-Liabilities ; and Subtopic 962-325, Plan Accounting-Defined Contribution Pension Plans-Investments-Other. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments do not require transition guidance and will be effective upon issuance. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018, for public business entities. We do not expect this standard to have any material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement." The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in this standard are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. We do not expect this standard to have any material impact on our consolidated financial statements. In November 2018, the FASB issued ASU 2018-18 , "Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606. " ASU 2018-18 provides guidance on how to assess whether certain transactions between collaborative arrangement participants should be accounted for within the revenue recognition standard. The ASU also provides more comparability in the presentation of revenue for certain transactions between collaborative arrangement participants. In general, for public companies, the amendments in this standard are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We do not expect this standard to have any material impact on our consolidated financial statements. In November 2018, the FASB issued ASU 2018-19, "Codification Improvements to Topic 326, Financial Instruments—Credit Losses." ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases standard. In general, the amendments in this standard are effective for public business entities that meet the definition of a SEC filer for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. We do not expect this standard to have any material impact on our consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Laboratory equipment (1) $ 21,328 $ 19,777 Leasehold improvements 10,359 10,327 Computer equipment and software 3,954 3,695 Office equipment and furniture 1,272 1,185 Construction in progress (2) 939 85 Property and equipment 37,852 35,069 Less: accumulated depreciation and amortization (33,093 ) (32,254 ) Property and equipment, net $ 4,759 $ 2,815 (1) Fully depreciated laboratory equipment with a cost of $0.3 million and $0.2 million were retired during 2018 and 2017 , respectively. (2) Construction in progress includes equipment received but not yet placed into service pending installation. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | Segment information for fiscal year 2018 is as follows (in thousands): Year Ended December 31, 2018 Performance Enzymes Novel Biotherapeutics Total Major products and service: Product Revenue $ 25,590 $ — $ 25,590 Research and development revenue 21,483 13,521 35,004 Total revenues $ 47,073 $ 13,521 $ 60,594 Primary geographical markets: Americas $ 15,332 $ 38 $ 15,370 EMEA 8,878 13,483 22,361 APAC 22,863 — 22,863 Total revenues $ 47,073 $ 13,521 $ 60,594 Segment information for fiscal year 2017 is as follows (in thousands): Year Ended December 31, 2017 Performance Enzymes Novel Biotherapeutics Total Major products and service: Product Revenue $ 26,685 $ — $ 26,685 Research and development revenue 15,648 7,691 23,339 Total revenues $ 42,333 $ 7,691 $ 50,024 Primary geographical markets: Americas $ 15,575 $ — $ 15,575 EMEA 11,919 7,691 19,610 APAC 14,839 — 14,839 Total revenues $ 42,333 $ 7,691 $ 50,024 |
Contract with customer | The following table presents changes in the contract assets, unbilled receivable, contract costs, and contract liabilities (in thousands): January 1, 2018 balance Additions Deductions (1) December 31, 2018 Contract Assets $ — 8,934 (8,899 ) $ 35 Unbilled receivables, current $ — 2,908 (992 ) $ 1,916 Unbilled receivables, non-current $ — 786 — $ 786 Contract Costs $ 239 — (197 ) $ 42 Contract Liabilities: Deferred Revenue $ 18,966 6,446 (17,124 ) $ 8,288 (1) The asset or liability balances are presented as a net position per contract and accordingly the deductions column includes the netting effect of presenting each contract on a net position basis as either a net liability or asset. During the year ended December 31, 2018 , we recognized the following revenues (in thousands): Revenue recognized in the period for: Year Ended December 31, 2018 Amounts included in contract liabilities at the beginning of the period: Performance obligations satisfied $ 13,615 Changes in the period: Changes in the estimated transaction price allocated to performance obligations satisfied in prior periods 374 Performance obligations satisfied from new activities in the period - contract revenue 46,605 Total revenue $ 60,594 The following table shows the reconciliation of contract liabilities from what was disclosed in the Form 10-K for the year ended December 31, 2017 and gives effect to the modified retrospective adoption of the revenue guidance on January 1, 2018 (in thousands): Balance Deferred Revenue, balance at December 31, 2017 $ 13,793 Changes in estimated consideration — Unsatisfied performance obligations $ 5,173 Deferred Revenue, balance at January 1, 2018 $ 18,966 |
Performance obligation, expected timing of satisfaction | The balances in the table below are partially based on judgments involved in estimating future orders from customers subject to the exercise of material rights pursuant to respective contracts (in thousands): 2019 2020 2021 2022 and Thereafter Total Product Revenue $ 2,201 $ 1,729 $ 1,623 $ — $ 5,553 Research and development revenue 2,735 — — — 2,735 Total revenues $ 4,936 $ 1,729 $ 1,623 $ — $ 8,288 |
Impact of adoption on financial statements | In accordance with ASC 606, the disclosure of the impact of adoption to our consolidated statements of operations and balance sheets was as follows (in thousands, except per share amounts): Year Ended December 31, 2018 As reported Adjustments Balances without adoption of ASC 606 Revenues: Product revenue $ 25,590 $ (3,422 ) $ 22,168 Research and development revenue 35,004 (1,609 ) 33,395 Total revenues 60,594 (5,031 ) 55,563 Costs and operating expenses: Cost of product revenue 12,620 (285 ) 12,335 Research and development 29,978 (196 ) 29,782 Selling, general and administrative 29,291 — 29,291 Total costs and operating expenses 71,889 (481 ) 71,408 Loss from operations (11,295 ) (4,550 ) (15,845 ) Interest income 671 — 671 Other expenses (291 ) — (291 ) Loss before income taxes (10,915 ) (4,550 ) (15,465 ) Provision for (benefit from) income taxes (37 ) — (37 ) Net loss $ (10,878 ) $ (4,550 ) $ (15,428 ) Net loss per share, basic and diluted $ (0.21 ) $ (0.09 ) $ (0.30 ) Weighted average common shares used in computing net loss per share, basic and diluted 52,205 52,205 December 31, 2018 As reported Adjustments Balances without adoption of ASC 606 Assets Accounts receivable $ 11,551 $ (1,253 ) $ 10,298 Unbilled receivables, current 1,916 (1,916 ) — Contract assets 35 (35 ) — Inventories 589 1 590 Unbilled receivables, non-current 786 (786 ) — Other non-current assets 265 (42 ) 223 Liabilities Other accrued liabilities 4,855 (520 ) 4,335 Deferred revenue - current 4,936 (1,574 ) 3,362 Deferred revenue - non-current 3,352 (1,445 ) 1,907 Stockholders' equity Accumulated deficit (330,474 ) (492 ) (330,966 ) |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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): Year Ended December 31, 2018 2017 2016 Shares issuable under Equity Incentive Plan 6,339 6,882 5,567 Shares issuable upon the conversion of warrants — — 73 Total anti-dilutive securities 6,339 6,882 5,640 |
Cash Equivalents and Equity S_2
Cash Equivalents and Equity Securities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Securities, Available-for-sale [Abstract] | |
Schedule of cash equivalents and marketable securities | Cash equivalents and equity securities at December 31, 2018 and 2017 consisted of the following (in thousands): December 31, 2018 Adjusted Cost Gross Unrealized Gains (3) Gross Unrealized Losses (3) Estimated Fair Value Average Contractual Maturities (in days) Money market funds (1) $ 31,225 $ — $ — $ 31,225 n/a Common shares of CO 2 Solutions (2) 563 25 — 588 n/a Total $ 31,788 $ 25 $ — $ 31,813 December 31, 2017 Adjusted Cost Gross Unrealized Gains (3) Gross Unrealized Losses (3) 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 (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 equity securities on our consolidated balance sheets. (3) As a result of adopting ASU 2016-01, in 2018 and thereafter gross unrealized gains and gross unrealized losses related to our investment in CO 2 Solutions were recognized in other expense, in the consolidated statements of operations. Prior to 2018 gross unrealized gains and gross unrealized losses related to our investment in CO 2 Solutions were recorded in accumulated other comprehensive loss on the balance sheet. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [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, 2018 and 2017 by level within the fair value hierarchy (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Money market funds $ 31,225 $ — $ — $ 31,225 Common shares of CO 2 Solutions 588 — — 588 Total $ 31,813 $ — $ — $ 31,813 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 |
Balance Sheets Details (Tables)
Balance Sheets Details (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 Allowance - beginning of period $ (34 ) $ (421 ) $ (421 ) Write-offs and other (1) — 387 — Allowance - end of period $ (34 ) $ (34 ) $ (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, 2018 2017 Raw materials $ 165 $ 158 Work in process 47 53 Finished goods 377 825 Inventories $ 589 $ 1,036 |
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, 2018 2017 Laboratory equipment (1) $ 21,328 $ 19,777 Leasehold improvements 10,359 10,327 Computer equipment and software 3,954 3,695 Office equipment and furniture 1,272 1,185 Construction in progress (2) 939 85 Property and equipment 37,852 35,069 Less: accumulated depreciation and amortization (33,093 ) (32,254 ) Property and equipment, net $ 4,759 $ 2,815 (1) Fully depreciated laboratory equipment with a cost of $0.3 million and $0.2 million were retired during 2018 and 2017 , 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, 2018 2017 Accrued purchases $ 1,492 $ 941 Accrued professional and outside service fees 2,020 2,393 Deferred rent 343 258 Lease incentive obligation 425 425 Other 575 345 Total $ 4,855 $ 4,362 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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): Year Ended December 31, 2018 2017 2016 Research and development $ 2,055 $ 1,444 $ 1,033 Selling, general and administrative 5,834 5,647 4,640 Total $ 7,889 $ 7,091 $ 5,673 The following table presents total stock-based compensation expense by security type included in the consolidated statements of operations (in thousands): Year Ended December 31, 2018 2017 2016 Stock options $ 1,975 $ 1,554 $ 1,102 RSUs and RSAs 1,770 1,888 2,043 PSUs 1,511 1,792 2,528 PBOs 2,633 1,857 — Total $ 7,889 $ 7,091 $ 5,673 |
Assumptions used to estimate the fair value of option grants | The following summarize the ranges of weighted-average assumptions used to estimate the fair value of employee stock options granted: Year Ended December 31, 2018 2017 2016 Expected life (years) 5.6 5.4 5.3 Volatility 60.0 % 62.2 % 64.2 % Risk-free interest rate 2.7 % 2.0 % 1.3 % Expected dividend yield 0.0 % 0.0 % 0.0 % |
Schedule of share-based compensation, stock options, activity | The following tables summarizes stock option activities: Number Weighted (In Thousands) Outstanding at December 31, 2015 3,918 $ 4.49 Granted 971 $ 4.16 Exercised (398 ) $ 2.60 Forfeited/Expired (601 ) $ 5.76 Outstanding at December 31, 2016 3,890 $ 4.40 Granted 856 $ 4.57 Exercised (86 ) $ 3.10 Forfeited/Expired (81 ) $ 7.72 Outstanding at December 31, 2017 4,579 $ 4.40 Granted 645 $ 9.56 Exercised (772 ) $ 5.56 Forfeited/Expired (340 ) $ 6.66 Outstanding at December 31, 2018 4,112 $ 4.81 Exercisable at December 31, 2018 2,876 $ 3.83 Vested and expected to vest at December 31, 2018 3,954 $ 4.69 Number Weighted Weighted Aggregate Intrinsic (In Thousands) (In Years) (In Thousands) Outstanding at December 31, 2018 4,112 $ 4.81 6.23 $ 48,927 Exercisable at December 31, 2018 2,876 $ 3.83 5.25 $ 37,005 Vested and expected to vest at December 31, 2018 3,954 $ 4.69 6.13 $ 47,503 |
Schedule of share-based compensation, RSA activity | The following table summarizes RSA activities: Number Weighted Average (In Thousands) Non-vested balance at December 31, 2015 480 $ 3.29 Granted 185 $ 4.21 Vested (435 ) $ 3.40 Non-vested balance at December 31, 2016 230 $ 3.82 Granted 143 $ 4.75 Vested (214 ) $ 3.81 Non-vested balance at December 31, 2017 159 $ 4.68 Granted 47 $ 14.35 Vested (151 ) $ 4.71 Non-vested balance at December 31, 2018 55 $ 12.83 |
Schedule of share-based compensation, RSU activity | The following table summarizes RSU activities: Number Weighted Average (In Thousands) Non-vested balance at January 1, 2016 545 $ 3.15 Granted 330 $ 4.10 Vested (243 ) $ 3.11 Forfeited/Expired (15 ) $ 2.74 Non-vested balance at December 31, 2016 617 $ 3.69 Granted 275 $ 4.22 Vested (302 ) $ 3.40 Forfeited/Expired (30 ) $ 4.12 Non-vested balance at December 31, 2017 560 $ 4.08 Granted 86 $ 10.56 Vested (290 ) $ 4.09 Forfeited/Expired (8 ) $ 4.73 Non-vested balance at December 31, 2018 348 $ 5.66 |
Share-based compensation, performance shares sward outstanding activity | The following table summarizes PBO activities in 2018 : Number of Shares Weighted Average Grant Date Fair Value Per Share (in thousands) Outstanding at December 31, 2016 — $ — Granted 1,720 $ 2.54 Outstanding at December 31, 2017 1,720 $ 2.54 Granted 1,200 $ 5.02 Exercised (84 ) $ 2.54 Forfeited (1,254 ) $ 3.73 Outstanding at December 31, 2018 1,582 $ 3.47 Number Weighted Weighted Aggregate Intrinsic (In Thousands) (In Years) (In Thousands) Exercisable at December 31, 2018 493 $ 4.60 5.60 $ 5,968 Vested and expected to vest at December 31, 2018 1,582 $ 6.24 5.44 $ 16,553 The following table summarizes PSU activities: Number Weighted Average (In Thousands) Non-vested balance at January 1, 2016 989 $ 2.94 Granted 629 $ 4.10 Vested (482 ) $ 2.89 Forfeited/Expired (305 ) $ 2.82 Non-vested balance at January 1, 2017 831 $ 3.88 Granted 276 $ 4.25 Vested (651 ) $ 3.84 Forfeited/Expired (27 ) $ 3.65 Non-vested balance at January 1, 2018 429 $ 4.20 Granted 306 $ 6.71 Vested (495 ) $ 4.16 Non-vested balance at December 31, 2018 240 $ 7.48 |
Schedule of assumptions used | The following summarize the ranges of weighted-average assumptions used to estimate the fair value of employee stock options granted: Year Ended December 31, 2018 2017 2016 Expected life (years) 5.63 5.33 — Volatility 60.3 % 62.3 % — Risk-free interest rate 5.6 % 5.3 % — Expected dividend yield 0.0 % 0.0 % — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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): Year Ended December 31, 2018 2017 2016 United States $ (10,653 ) $ (22,994 ) $ (8,174 ) Foreign (262 ) 79 (424 ) Loss before provision for income taxes $ (10,915 ) $ (22,915 ) $ (8,598 ) |
Components of provision for income taxes | The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Current provision (benefit): Federal $ — $ — $ — State 5 5 5 Foreign (13 ) 64 (14 ) Total current provision (benefit) (8 ) 69 (9 ) Deferred provision (benefit): Federal — — — State — — — Foreign (29 ) 12 (31 ) Total deferred provision (benefit) (29 ) 12 (31 ) Provision for (benefit from) income taxes $ (37 ) $ 81 $ (40 ) |
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): Year Ended December 31, 2018 2017 2016 Tax benefit at federal statutory rate $ (2,292 ) $ (7,791 ) $ (2,924 ) State taxes 222 48 127 Research and development credits (499 ) (399 ) (161 ) Foreign operations taxed at different rates (17 ) (2 ) 30 Stock-based compensation (2,587 ) (216 ) 327 Other nondeductible items (3 ) 326 405 Executive compensation 838 73 255 Change in valuation allowance 4,301 (26,058 ) 1,901 Change in statutory tax rate — 34,100 — Provision for (benefit from) income taxes $ (37 ) $ 81 $ (40 ) |
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, 2018 2017 Deferred tax assets: Net operating losses $ 60,455 $ 53,901 Credits 7,174 6,221 Deferred revenues 1,879 3,334 Stock-based compensation 2,967 2,872 Reserves and accruals 1,876 2,028 Depreciation 1,376 1,573 Intangible assets 2,557 3,172 Capital losses 576 576 Unrealized gain/loss 297 295 Other assets 83 78 Total deferred tax assets: 79,240 74,050 Deferred tax liabilities: Other (64 ) (115 ) Total deferred tax liabilities: (64 ) (115 ) Valuation allowance (79,222 ) (74,010 ) Net deferred tax liabilities $ (46 ) $ (75 ) |
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, 2018 (in thousands): December 31, 2018 Amount Expiration Years Net operating losses, federal $ 254,208 2022-2038 Net operating losses, state 115,420 2018-2038 Tax credits, federal 7,430 2022-2038 Tax credits, state 9,121 Do not expire Net operating losses, foreign 383 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, 2018 2017 2016 Balance at beginning of year $ 9,422 $ 8,566 $ 8,152 Additions based on tax positions related to current year 1,087 880 459 Reductions to tax provision of prior years (529 ) (24 ) (45 ) Balance at end of year $ 9,980 $ 9,422 $ 8,566 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 are as follows (in thousands): Years ending December 31, Capital Leases Operating Leases 2019 $ 252 $ 3,280 2020 61 712 2021 — 490 2022 — 41 2023 — — Total minimum lease payments (1) 313 $ 4,523 Less: amount representing interest (10 ) Present value of capital lease obligations 303 Less: current portion (242 ) Long-term portion of capital leases $ 61 (1) Minimum payments have not been reduced by future minimum sublease rentals of $0.9 million to be received under non-cancellable subleases. uture minimum lease payments under the Eighth Amendment is $32.9 million . |
Schedule of future minimum lease payments for capital leases | Future minimum payments under non-cancellable capital and operating leases at December 31, 2018 are as follows (in thousands): Years ending December 31, Capital Leases Operating Leases 2019 $ 252 $ 3,280 2020 61 712 2021 — 490 2022 — 41 2023 — — Total minimum lease payments (1) 313 $ 4,523 Less: amount representing interest (10 ) Present value of capital lease obligations 303 Less: current portion (242 ) Long-term portion of capital leases $ 61 (1) Minimum payments have not been reduced by future minimum sublease rentals of $0.9 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 $ 1,458 Service agreement for stability study July 2017 331 Service agreement for clinical trial December 2017 1,258 Total other commitments $ 3,047 |
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% |
Segment, Geographical and Oth_2
Segment, Geographical and Other Revenue Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting Information, Operating Income (Loss) [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table provides financial information by our reportable business segments along with a reconciliation to consolidated loss before income taxes (in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 Performance Enzymes Novel Biotherapeutics Total Performance Enzymes Novel Biotherapeutics Total Revenues: Product revenue $ 25,590 $ — $ 25,590 $ 26,685 $ — $ 26,685 Research and development revenue 21,483 13,521 35,004 15,648 7,691 23,339 Total revenues 47,073 13,521 60,594 42,333 7,691 50,024 Costs and operating expenses: Cost of product revenue 12,620 — 12,620 14,327 — 14,327 Research and development (1) 18,924 10,185 29,109 16,847 12,107 28,954 Selling, general and administrative 7,538 771 8,309 7,371 — 7,371 Total segment costs and operating expenses 39,082 10,956 50,038 38,545 12,107 50,652 Income (loss) from operations $ 7,991 $ 2,565 $ 10,556 $ 3,788 $ (4,416 ) $ (628 ) Corporate costs (2) (20,324 ) (21,245 ) Depreciation (1,147 ) (1,042 ) Loss before income taxes $ (10,915 ) $ (22,915 ) (1) Research and development expenses and Selling, general and administrative expenses exclude depreciation. (2) Corporate costs include unallocated selling, general and administrative expense, interest income, and other income and expenses. The following table provides stock-based compensation expense included in income (loss) from operations by segment (in thousands): 2018 2017 Performance Enzymes Novel Biotherapeutics Total Performance Enzymes Novel Biotherapeutics Total Stock-based compensation $ 2,591 $ 338 $ 2,929 $ 2,306 $ 208 $ 2,514 |
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, 2018 2017 2016 Merck 29 % 28 % 47 % Nestlé Health Science 22 % 15 % * Tate & Lyle 13 % 11 % * Novartis * 14 % * GSK * * 22 % 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, 2018 2017 Merck 37 % 31 % Nestlé Health Science 17 % * Tate & Lyle * 16 % Novartis 11 % 15 % Kyorin Pharmaceutical Co Ltd 16 % * Exela PharmaSci, Inc. * 14 % * 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): Year Ended December 31, 2018 2017 2016 Revenues Americas $ 15,370 $ 15,575 $ 23,126 EMEA 22,361 19,610 17,138 APAC 22,863 14,839 8,573 Total revenues $ 60,594 $ 50,024 $ 48,837 |
Schedule of Long-lived Assets by Geographical Area | Identifiable long-lived assets by location and goodwill by reporting unit as of year-end were as follows (in thousands): December 31, 2018 2017 Long-lived assets United States $ 4,759 $ 2,815 |
Schedule of Goodwill | December 31, 2018 Performance Enzymes Novel Biotherapeutics Total Goodwill $ 2,463 $ 778 $ 3,241 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Schedule of future minimum payments under non-cancellable operating leases | Future minimum payments under non-cancellable capital and operating leases at December 31, 2018 are as follows (in thousands): Years ending December 31, Capital Leases Operating Leases 2019 $ 252 $ 3,280 2020 61 712 2021 — 490 2022 — 41 2023 — — Total minimum lease payments (1) 313 $ 4,523 Less: amount representing interest (10 ) Present value of capital lease obligations 303 Less: current portion (242 ) Long-term portion of capital leases $ 61 (1) Minimum payments have not been reduced by future minimum sublease rentals of $0.9 million to be received under non-cancellable subleases. uture minimum lease payments under the Eighth Amendment is $32.9 million . |
Description of Business Descrip
Description of Business Description of Business (Details) - CDX-6114 - Nestec Ltd. (Nestle Health Sciences) - Collaborative Arrangement - USD ($) $ in Millions | 1 Months Ended | |
Feb. 28, 2019 | Dec. 31, 2018 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Milestone payment amount | $ 1 | |
Duration to pay after milestone achievement | 60 days | |
Subsequent Event | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Amount from exercising alternative option | $ 3 | |
Duration to pay after license effective date | 60 days | |
Threshold to achieve aggregate milestone amount | $ 1,000 | |
Subsequent Event | Development and Approval | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Maximum milestone receivable | 86 | |
Subsequent Event | Sales-based Milestone | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Maximum milestone receivable | $ 250 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) | Jan. 01, 2018USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Feb. 28, 2019USD ($) | Jan. 01, 2019USD ($) |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Number of reportable segments | segment | 2 | |||||
Number of operating segments | segment | 2 | 1 | ||||
Advertising expense | $ 500,000 | $ 700,000 | $ 500,000 | |||
Cash and cash equivalents | 53,039,000 | 31,219,000 | 19,240,000 | |||
Cash | 21,800,000 | 24,400,000 | ||||
Money market funds | 31,200,000 | 6,800,000 | ||||
Unbilled receivables, not billable | 2,700,000 | |||||
Impairment of long-lived assets held-for-use | 0 | 0 | 0 | |||
Goodwill | 3,241,000 | 3,241,000 | ||||
Goodwill impairment | 0 | 0 | 0 | |||
Provision for (benefit from) income taxes | (37,000) | 81,000 | $ (40,000) | |||
Provisional income tax expense valuation | 34,100,000 | |||||
Cumulative effect of change in accounting principles | (4,059,000) | |||||
Accounting Standards Update 2014-09 | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Cumulative effect of change on equity or net assets | 4,100,000 | |||||
Accounting Standards Update 2016-01 | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Cumulative effect of change on equity or net assets | $ 500,000 | |||||
Cumulative effect of change in accounting principles | $ 500,000 | |||||
Reclassification from AOCI, current period, tax | $ 600,000 | |||||
Performance Enzymes | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Goodwill, allocation percent | 76.00% | |||||
Goodwill | $ 2,400,000 | |||||
Novel Biotherapeutics | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Goodwill, allocation percent | 24.00% | |||||
Goodwill | $ 800,000 | |||||
Subsequent Event | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Operating lease, right-of-use asset | $ 20,000,000 | |||||
Operating lease, liability | 30,000,000 | |||||
Finance lease, right-of-use asset | 100,000 | |||||
Finance lease, liability | $ 800,000 | |||||
Eighth Lease Amendment | Subsequent Event | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Letters of credit | $ 1,100,000 | |||||
Trustee Deposit | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Restricted cash and investments, noncurrent | 700,000 | 800,000 | ||||
Demand Deposits [Member] | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Restricted cash and investments, noncurrent | 700,000 | |||||
Letter of Credit | Demand Deposits [Member] | ||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||
Restricted cash and investments, noncurrent | $ 700,000 | $ 800,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Plant, Property, and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenues | $ 60,594,000 | $ 50,024,000 | $ 48,837,000 |
Impairment charges related to contract assets | $ 0 | ||
Minimum | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Payment terms | 30 days | ||
Maximum | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Payment terms | 90 days | ||
Accounting Standards Update 2014-09 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Cumulative effect of change on equity or net assets | $ 4,100,000 | ||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total revenues | $ (5,031,000) |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 60,594 | $ 50,024 | $ 48,837 |
Americas | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 15,370 | 15,575 | |
EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 22,361 | 19,610 | |
APAC | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 22,863 | 14,839 | |
Product Sales | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 25,590 | 26,685 | $ 15,321 |
Research and Development Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 35,004 | 23,339 | |
Performance Enzymes | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 47,073 | 42,333 | |
Performance Enzymes | Americas | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 15,332 | 15,575 | |
Performance Enzymes | EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 8,878 | 11,919 | |
Performance Enzymes | APAC | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 22,863 | 14,839 | |
Novel Biotherapeutics | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 13,521 | 7,691 | |
Novel Biotherapeutics | Americas | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 38 | 0 | |
Novel Biotherapeutics | EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 13,483 | 7,691 | |
Novel Biotherapeutics | APAC | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 0 | $ 0 |
Revenue Recognition - Reconcili
Revenue Recognition - Reconciliation of Contract Revenues (Details) $ in Thousands | Jan. 01, 2018USD ($) |
Movement in Deferred Revenue [Roll Forward] | |
Ending balance | $ 18,966 |
Balances without adoption of Topic 606 | |
Movement in Deferred Revenue [Roll Forward] | |
Beginning balance | 13,793 |
Difference between Revenue Guidance in Effect before and after Topic 606 | |
Movement in Deferred Revenue [Roll Forward] | |
Changes in estimated consideration | 0 |
Unsatisfied performance obligations | $ 5,173 |
Revenue Recognition - Contracts
Revenue Recognition - Contracts with Customer (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | |
Contract Assets | ||
Beginning balance | $ 0 | $ 0 |
Additions | 8,934 | |
Deductions | (8,899) | |
Ending balance | 35 | 35 |
Unbilled receivables, current | ||
Beginning balance | 0 | 353 |
Additions | 2,908 | |
Deductions | (992) | |
Ending balance | 1,916 | 1,916 |
Unbilled receivables, non-current | ||
Beginning balance | 0 | |
Additions | 786 | |
Deductions | 0 | |
Ending balance | 786 | 786 |
Contract Costs | ||
Beginning balance | 239 | |
Additions | 0 | |
Deductions | (197) | |
Ending balance | 42 | 42 |
Contract Liabilities: Deferred Revenue | ||
Beginning balance | 18,966 | |
Additions | 6,446 | |
Deductions | (17,124) | |
Ending balance | $ 8,288 | 8,288 |
Change in Contract with Customer, Liability [Abstract] | ||
Performance obligations satisfied | 13,615 | |
Changes in the estimated transaction price allocated to performance obligations satisfied in prior periods | 374 | |
Performance obligations satisfied from new activities in the period - contract revenue | 46,605 | |
Total revenue | $ 60,594 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligation (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 4,936 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 1,729 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 1,623 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 0 |
Expected timing of satisfaction, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 8,288 |
Product Sales | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 2,201 |
Expected timing of satisfaction, period | 1 year |
Product Sales | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 1,729 |
Expected timing of satisfaction, period | 1 year |
Product Sales | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 1,623 |
Expected timing of satisfaction, period | 1 year |
Product Sales | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 0 |
Expected timing of satisfaction, period | |
Product Sales | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 5,553 |
Research and Development Revenues | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 2,735 |
Expected timing of satisfaction, period | 1 year |
Research and Development Revenues | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 0 |
Expected timing of satisfaction, period | 1 year |
Research and Development Revenues | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 0 |
Expected timing of satisfaction, period | 1 year |
Research and Development Revenues | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 0 |
Expected timing of satisfaction, period | |
Research and Development Revenues | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Performance obligation | $ 2,735 |
Revenue Recognition - Impact to
Revenue Recognition - Impact to Financial Statements (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Revenues: | ||||
Total revenues | $ 60,594 | $ 50,024 | $ 48,837 | |
Cumulative effect of change in accounting principles | (4,059) | |||
Costs and operating expenses: | ||||
Cost of product revenue | 12,620 | 14,327 | 9,753 | |
Research and development | 29,978 | 29,659 | 22,229 | |
Selling, general and administrative | 29,291 | 29,008 | 25,419 | |
Total costs and operating expenses | 71,889 | 72,994 | 57,401 | |
Loss from operations | (11,295) | (22,970) | (8,564) | |
Interest income | 671 | 147 | 60 | |
Other expenses, net | (291) | (92) | (94) | |
Loss before income taxes | (10,915) | (22,915) | (8,598) | |
Provision for (benefit from) income taxes | (37) | 81 | (40) | |
Net loss | $ (10,878) | $ (22,996) | $ (8,558) | |
Net loss per share, basic and diluted (usd per share) | $ (0.21) | $ (0.50) | $ (0.21) | |
Weighted average common stock shares used in computing net loss per share, basic and diluted (shares) | 52,205 | 46,228 | 40,629 | |
Assets | ||||
Accounts receivable | $ 11,551 | $ 11,447 | ||
Unbilled receivables, current | 1,916 | 353 | $ 0 | |
Contract assets | 35 | 0 | 0 | |
Inventories | 589 | 1,036 | ||
Unbilled receivables, non-current | 786 | $ 0 | ||
Other non-current assets | 265 | |||
Liabilities | ||||
Other accrued liabilities | 4,855 | 4,362 | ||
Deferred revenue - current | 4,936 | 12,292 | ||
Deferred revenue - non-current | 3,352 | 1,501 | ||
Stockholders’ equity: | ||||
Accumulated deficit | (330,474) | (315,065) | ||
Product Sales | ||||
Revenues: | ||||
Total revenues | 25,590 | 26,685 | $ 15,321 | |
Research and Development Revenues | ||||
Revenues: | ||||
Total revenues | 35,004 | $ 23,339 | ||
Balances without adoption of Topic 606 | ||||
Revenues: | ||||
Total revenues | 55,563 | |||
Costs and operating expenses: | ||||
Cost of product revenue | 12,335 | |||
Research and development | 29,782 | |||
Selling, general and administrative | 29,291 | |||
Total costs and operating expenses | 71,408 | |||
Loss from operations | (15,845) | |||
Interest income | 671 | |||
Other expenses, net | (291) | |||
Loss before income taxes | (15,465) | |||
Provision for (benefit from) income taxes | (37) | |||
Net loss | $ (15,428) | |||
Net loss per share, basic and diluted (usd per share) | $ (0.30) | |||
Weighted average common stock shares used in computing net loss per share, basic and diluted (shares) | 52,205 | |||
Assets | ||||
Accounts receivable | $ 10,298 | |||
Unbilled receivables, current | 0 | |||
Contract assets | 0 | |||
Inventories | 590 | |||
Unbilled receivables, non-current | 0 | |||
Other non-current assets | 223 | |||
Liabilities | ||||
Other accrued liabilities | 4,335 | |||
Deferred revenue - current | 3,362 | |||
Deferred revenue - non-current | 1,907 | |||
Stockholders’ equity: | ||||
Accumulated deficit | (330,966) | |||
Balances without adoption of Topic 606 | Product Sales | ||||
Revenues: | ||||
Total revenues | 22,168 | |||
Balances without adoption of Topic 606 | Research and Development Revenues | ||||
Revenues: | ||||
Total revenues | 33,395 | |||
Accounting Standards Update 2014-09 | Adjustments | ||||
Revenues: | ||||
Total revenues | (5,031) | |||
Costs and operating expenses: | ||||
Cost of product revenue | (285) | |||
Research and development | (196) | |||
Selling, general and administrative | 0 | |||
Total costs and operating expenses | (481) | |||
Loss from operations | (4,550) | |||
Interest income | 0 | |||
Other expenses, net | 0 | |||
Loss before income taxes | (4,550) | |||
Provision for (benefit from) income taxes | 0 | |||
Net loss | $ (4,550) | |||
Net loss per share, basic and diluted (usd per share) | $ (0.09) | |||
Assets | ||||
Accounts receivable | $ (1,253) | |||
Unbilled receivables, current | (1,916) | |||
Contract assets | (35) | |||
Inventories | 1 | |||
Unbilled receivables, non-current | (786) | |||
Other non-current assets | (42) | |||
Liabilities | ||||
Other accrued liabilities | (520) | |||
Deferred revenue - current | (1,574) | |||
Deferred revenue - non-current | (1,445) | |||
Stockholders’ equity: | ||||
Accumulated deficit | (492) | |||
Accounting Standards Update 2014-09 | Adjustments | Product Sales | ||||
Revenues: | ||||
Total revenues | (3,422) | |||
Accounting Standards Update 2014-09 | Adjustments | Research and Development Revenues | ||||
Revenues: | ||||
Total revenues | $ (1,609) |
Net Loss per Share (Details)
Net Loss per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive securities | 6,339 | 6,882 | 5,640 |
Shares issuable under Equity Incentive Plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive securities | 6,339 | 6,882 | 5,567 |
Shares issuable upon the conversion of warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive securities | 0 | 0 | 73 |
Collaborative Arrangements (Det
Collaborative Arrangements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
Feb. 28, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Apr. 30, 2018 | Oct. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2015 | Feb. 29, 2012 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Sales revenue, goods | $ 60,594,000 | $ 50,024,000 | $ 48,837,000 | ||||||||||||
Contract with customer, liability | $ 8,288,000 | 8,288,000 | $ 18,966,000 | ||||||||||||
Deferred revenue - current | 4,936,000 | 4,936,000 | 12,292,000 | ||||||||||||
Liability, revenue recognized | 60,594,000 | ||||||||||||||
Research and Development Revenues | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Sales revenue, goods | 35,004,000 | 23,339,000 | |||||||||||||
Supply Agreement | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Upfront milestone payment | $ 800,000 | ||||||||||||||
Supply Agreement | Merck | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Term of milestone agreement | 5 years | ||||||||||||||
Term of agreement extension | 5 years | ||||||||||||||
Supply Agreement | License and Service | Merck | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Sales revenue, goods | $ 300,000 | 1,300,000 | 1,300,000 | 1,300,000 | |||||||||||
GSK Platform | Minimum | Technology Transfer and License Agreement | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Contingent receivables | $ 5,750,000 | ||||||||||||||
GSK Platform | Maximum | Technology Transfer and License Agreement | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Contingent receivables | 38,500,000 | ||||||||||||||
Merck | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Sales revenue, goods | 12,300,000 | 9,000,000 | 5,900,000 | ||||||||||||
Merck | Collaborative Arrangement | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Proceeds from license fees received | $ 5,000,000 | ||||||||||||||
Merck | Collaborative Arrangement | Research and Development Revenues | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Sales revenue, goods | 4,100,000 | 3,600,000 | $ 3,000,000 | ||||||||||||
Merck | Technology Transfer and License Agreement | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Maximum milestone receivable | $ 15,000,000 | ||||||||||||||
Merck | Supply Agreement | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Contract with customer, liability | 3,600,000 | 3,600,000 | 1,500,000 | ||||||||||||
Customer | Supply Agreement | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Contract with customer, liability | 2,000,000 | 2,000,000 | 700,000 | ||||||||||||
Fine Chemical Customer | Research and Development Agreement | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Contract with customer, liability | 0 | 0 | 3,100,000 | ||||||||||||
Upfront milestone payment | $ 3,000,000 | ||||||||||||||
Term of collaborative research and development agreement | 21 months | ||||||||||||||
Research and development revenues | 7,100,000 | 3,200,000 | |||||||||||||
Nestec Ltd. (Nestle Health Sciences) | CDX-6114 | Subsequent Event | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Progress payment eligible after commencement of Phase 1a clinical trial | $ 3,000,000 | ||||||||||||||
Nestec Ltd. (Nestle Health Sciences) | Collaborative Arrangement | Global Development, Option and License Agreement | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Upfront milestone payment | $ 14,000,000 | ||||||||||||||
Research and development revenues | 9,900,000 | 7,200,000 | |||||||||||||
Progress payment eligible after commencement of Phase 1a clinical trial | 4,000,000 | $ 4,000,000 | |||||||||||||
Duration to pay after license effective date | 60 days | ||||||||||||||
Nestec Ltd. (Nestle Health Sciences) | Collaborative Arrangement | Global Development, Option and License Agreement | Transferred over Time | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Contract with customer, liability | 1,900,000 | 1,900,000 | $ 6,800,000 | ||||||||||||
Nestec Ltd. (Nestle Health Sciences) | Collaborative Arrangement | CDX-6114 | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Milestone payment amount | $ 1,000,000 | ||||||||||||||
Duration to pay after milestone achievement | 60 days | ||||||||||||||
Nestec Ltd. (Nestle Health Sciences) | Collaborative Arrangement | CDX-6114 | Subsequent Event | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Duration to pay after license effective date | 60 days | ||||||||||||||
Amount from exercising alternative option | $ 3,000,000 | ||||||||||||||
Threshold to achieve aggregate milestone amount | 1,000,000,000 | ||||||||||||||
Nestec Ltd. (Nestle Health Sciences) | Collaborative Arrangement | Strategic Collaboration Agreement | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Upfront milestone payment | $ 600,000 | ||||||||||||||
Research and development revenues | 1,200,000 | ||||||||||||||
Deferred revenue - current | $ 800,000 | 800,000 | 1,100,000 | ||||||||||||
Liability, revenue recognized | 3,600,000 | $ 500,000 | |||||||||||||
Nestec Ltd. (Nestle Health Sciences) | Development and Approval | Collaborative Arrangement | CDX-6114 | Subsequent Event | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Maximum milestone receivable | 86,000,000 | ||||||||||||||
Nestec Ltd. (Nestle Health Sciences) | Sales-based Milestone | Collaborative Arrangement | CDX-6114 | Subsequent Event | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Maximum milestone receivable | $ 250,000,000 | ||||||||||||||
Porton | Porton Agreement | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Upfront milestone payment | $ 500,000 | ||||||||||||||
Research and development revenues | $ 2,800,000 | ||||||||||||||
Number of days for payment | 30 days |
Cash Equivalents and Equity S_3
Cash Equivalents and Equity Securities - Components of Cash Equivalents and Equity Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | $ 53,039 | $ 31,219 | $ 19,240 |
Equity securities, adjusted cost basis | 563 | ||
Equity securities, gross unrealized gains | 25 | ||
Equity securities, gross unrealized losses | 0 | ||
Equity securities, estimated fair value | 588 | ||
Equity securities, adjusted cost | 31,788 | ||
Equity securities, adjusted cost | 563 | ||
Equity securities, gross unrealized gains | 108 | ||
Equity securities, gross unrealized losses | 0 | ||
Equity securities, estimated fair value | 671 | ||
Adjusted Cost | 7,341 | ||
Gross unrealized gains | 108 | ||
Gross unrealized losses | 0 | ||
Estimated Fair Value | 31,813 | 7,449 | |
Money market funds | |||
Equity Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | $ 31,225 | $ 6,778 |
Cash Equivalents and Equity S_4
Cash Equivalents and Equity Securities - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2009 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Equity Securities, Available-for-sale [Line Items] | |||||
Cash and cash equivalents | $ 53,039 | $ 31,219 | $ 19,240 | ||
Money market funds | 31,200 | 6,800 | |||
Cash | 21,800 | 24,400 | |||
Initial ownership percentage at the time of investment | 16.60% | ||||
Statutory resale restriction expiry period | 4 months | ||||
Gross unrealized gains | 108 | ||||
Cumulative effect of change in accounting principles | (4,059) | ||||
Unrealized loss on investments | (83) | $ 0 | $ 0 | ||
Accounting Standards Update 2016-01 | |||||
Equity Securities, Available-for-sale [Line Items] | |||||
Cumulative effect of change in accounting principles | $ 500 | ||||
Common shares of CO2 Solutions | |||||
Equity Securities, Available-for-sale [Line Items] | |||||
Number of CO2 Solutions common shares we invested in (shares) | 10,000,000 | ||||
Unrealized loss on investments | $ (84) |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | $ 53,039 | $ 31,219 | $ 19,240 |
Total | 31,813 | 7,449 | |
Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 31,225 | 6,778 | |
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 31,813 | 6,778 | |
Level 1 | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 31,225 | 6,778 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 0 | 671 | |
Level 2 | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 0 | 0 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | 0 | 0 | |
Level 3 | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 0 | 0 | |
Available-for-sale Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 588 | 671 | |
Available-for-sale Securities [Member] | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 588 | 0 | |
Available-for-sale Securities [Member] | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 0 | 671 | |
Available-for-sale Securities [Member] | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Common shares of CO2 Solutions | Fair Value, Inputs, Level 2 | ||
Investment [Line Items] | ||
Fair value of common shares (in shares) | 10,000,000 | |
Available-for-sale Securities [Member] | ||
Investment [Line Items] | ||
Available-for-sale Securities | $ 588 | $ 671 |
Available-for-sale Securities [Member] | Fair Value, Inputs, Level 2 | ||
Investment [Line Items] | ||
Available-for-sale Securities | $ 0 | $ 671 |
Balance Sheets Details - Allowa
Balance Sheets Details - Allowance for Doubtful Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance - beginning of period | $ (34) | $ (421) | $ (421) |
Write-offs and other | 0 | 387 | 0 |
Allowance - end of period | $ (34) | $ (34) | $ (421) |
Balance Sheets Details - Schedu
Balance Sheets Details - Schedule of Inventory Components (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Inventory Components | ||
Raw materials | $ 165 | $ 158 |
Work in process | 47 | 53 |
Finished goods | 377 | 825 |
Inventories | $ 589 | $ 1,036 |
Balance Sheets Details - Proper
Balance Sheets Details - Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | $ 37,852 | $ 35,069 |
Less: accumulated depreciation and amortization | (33,093) | (32,254) |
Property and equipment, net | 4,759 | 2,815 |
Laboratory equipment | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | 21,328 | 19,777 |
Equipment retired during period | 300 | 200 |
Leasehold improvements | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | 10,359 | 10,327 |
Computer equipment and software | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | 3,954 | 3,695 |
Office equipment and furniture | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | 1,272 | 1,185 |
Construction in progress | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment | $ 939 | $ 85 |
Balance Sheets Details - Narrat
Balance Sheets Details - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||
Goodwill | $ 3,241 | $ 3,241 |
Balance Sheets Details - Accrue
Balance Sheets Details - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued purchases | $ 1,492 | $ 941 |
Accrued professional and outside service fees | 2,020 | 2,393 |
Deferred rent | 343 | 258 |
Lease incentive obligation | 425 | 425 |
Other | 575 | 345 |
Total | $ 4,855 | $ 4,362 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2017USD ($)shares | Mar. 31, 2010shares | Dec. 31, 2018USD ($)installment$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total shares remaining available for issuance (shares) | shares | 7,897,144 | |||||
Number of installments | installment | 2 | |||||
Weighted average grant date fair value (usd per share) | $ / shares | $ 5.34 | $ 2.51 | $ 2.32 | |||
Aggregate intrinsic value of options exercised | $ 7,600,000 | $ 200,000 | $ 600,000 | |||
Unrecognized compensation cost, options | $ 3,500,000 | |||||
Incentive Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Option price as a percent of common stock | 100.00% | |||||
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% | |||||
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 | 6 months | 4 years | ||||
Award vesting rights percentage | 16.67% | |||||
Nonemployee services transaction, quantity of securities issued (shares) | shares | 11,100 | 0 | 0 | |||
Nonemployee services transaction, value of securities issued | $ 48,000 | |||||
Volatility | 60.60% | 60.00% | 62.20% | 64.20% | ||
Risk-free interest rate | 2.40% | 2.70% | 2.00% | 1.30% | ||
Weighted-average remaining amortization period (years) | 2 years 6 months | |||||
Stock options | Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting rights percentage | 25.00% | |||||
Stock options | Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting rights percentage | 75.00% | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (shares) | shares | 86,000 | 275,000 | 330,000 | |||
Weighted-average remaining amortization period (years) | 1 year 1 month | |||||
Weighted average grant date fair value (usd per share) | $ / shares | $ 10.56 | $ 4.22 | $ 4.10 | |||
Equity instruments other than options, aggregate intrinsic value, vested | $ 2,900,000 | $ 1,300,000 | $ 1,000,000 | |||
Unrecognized compensation cost, awards other than options | $ 1,000,000 | |||||
RSUs | Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period of units granted | 3 years | |||||
Award vesting rights percentage | 33.33333% | |||||
RSUs | Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period of units granted | 4 years | |||||
Award vesting rights percentage | 25.00% | |||||
RSAs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (shares) | shares | 47,000 | 143,000 | 185,000 | |||
Weighted-average remaining amortization period (years) | 4 months 24 days | |||||
Weighted average grant date fair value (usd per share) | $ / shares | $ 14.35 | $ 4.75 | $ 4.21 | |||
Equity instruments other than options, aggregate intrinsic value, vested | $ 2,100,000 | $ 1,000,000 | $ 1,800,000 | |||
Unrecognized compensation cost, awards other than options | $ 300,000 | |||||
PBOs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Threshold level multiplier | 0 | |||||
Granted (shares) | shares | 1,200,000 | 1,720,000 | ||||
Volatility | 60.30% | 62.30% | 0.00% | |||
Risk-free interest rate | 5.60% | 5.30% | 0.00% | |||
Weighted-average remaining amortization period (years) | 10 months 24 days | |||||
Weighted average grant date fair value (usd per share) | $ / shares | $ 5.02 | $ 2.54 | ||||
Unrecognized compensation cost, awards other than options | $ 1,200,000 | |||||
Exercises in period, intrinsic value | $ 200,000 | $ 0 | $ 0 | |||
PBOs | Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Future vesting rights, percentage | 50.00% | |||||
PBOs | Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Future vesting rights, percentage | 50.00% | |||||
PSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (shares) | shares | 306,000 | 276,000 | 629,000 | |||
Weighted-average remaining amortization period (years) | 6 months | |||||
Weighted average grant date fair value (usd per share) | $ / shares | $ 6.71 | $ 4.25 | $ 4.10 | |||
Equity instruments other than options, aggregate intrinsic value, vested | $ 5,400,000 | $ 2,700,000 | $ 1,800,000 | |||
Unrecognized compensation cost, awards other than options | $ 600,000 | |||||
2010 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares initially available for future issuance (shares) | shares | 1,100,000 | |||||
Reduction of share reserve for each share granted (shares) | shares | 1 | |||||
2018 PSU and PBO Plan | PBOs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Estimated performance goal achievement rate | 118.00% | |||||
2017 PSU and PBO Plan | PBOs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Estimated performance goal achievement rate | 134.20% | |||||
2016 PSU Plan | PBOs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Estimated performance goal achievement rate | 142.30% | |||||
Granted (shares) | shares | 0 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of stock-based compensation expense | |||
Stock-based compensation | $ 7,889 | $ 7,091 | $ 5,673 |
Stock options | |||
Schedule of stock-based compensation expense | |||
Stock-based compensation | 1,975 | 1,554 | 1,102 |
RSUs and RSAs | |||
Schedule of stock-based compensation expense | |||
Stock-based compensation | 1,770 | 1,888 | 2,043 |
PSUs | |||
Schedule of stock-based compensation expense | |||
Stock-based compensation | 1,511 | 1,792 | 2,528 |
PBOs | |||
Schedule of stock-based compensation expense | |||
Stock-based compensation | 2,633 | 1,857 | 0 |
Research and development | |||
Schedule of stock-based compensation expense | |||
Stock-based compensation | 2,055 | 1,444 | 1,033 |
Selling, general and administrative | |||
Schedule of stock-based compensation expense | |||
Stock-based compensation | $ 5,834 | $ 5,647 | $ 4,640 |
Stock-based Compensation - Assu
Stock-based Compensation - Assumptions Used (Details) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (years) | 5 years 6 months 28 days | 5 years 4 months 28 days | 5 years 3 months 29 days | |
Volatility | 60.60% | 60.00% | 62.20% | 64.20% |
Risk-free interest rate | 2.40% | 2.70% | 2.00% | 1.30% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
PBOs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (years) | 5 years 7 months 17 days | 5 years 3 months 29 days | ||
Volatility | 60.30% | 62.30% | 0.00% | |
Risk-free interest rate | 5.60% | 5.30% | 0.00% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-based Compensation - Opti
Stock-based Compensation - Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares Subject to Outstanding Options | |||
Outstanding, beginning of period (shares) | 4,579 | 3,890 | 3,918 |
Granted (shares) | 645 | 856 | 971 |
Exercised (shares) | (772) | (86) | (398) |
Forfeited/Expired (shares) | (340) | (81) | (601) |
Outstanding, end of period (shares) | 4,112 | 4,579 | 3,890 |
Options exercisable (shares) | 2,876 | ||
Options vested and expected to vest (shares) | 3,954 | ||
Weighted-average Exercise Price of Outstanding Options | |||
Outstanding, beginning of period (usd per share) | $ 4.40 | $ 4.40 | $ 4.49 |
Granted (usd per share) | 9.56 | 4.57 | 4.16 |
Exercised (usd per share) | 5.56 | 3.10 | 2.60 |
Forfeited/Expired (usd per share) | 6.66 | 7.72 | 5.76 |
Outstanding, end of period (usd per share) | 4.81 | $ 4.40 | $ 4.40 |
Options exercisable (usd per share) | 3.83 | ||
Options vested and expected to vest (usd per share) | $ 4.69 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual terms | 6 years 2 months 23 days | ||
Weighted average remaining contractual terms, exercisable options | 5 years 3 months | ||
Weighted average remaining contractual terms, vested and expected to vest options | 6 years 1 month 17 days | ||
Aggregate intrinsic value, outstanding | $ 48,927 | ||
Aggregate intrinsic value, exercisable options | 37,005 | ||
Aggregate intrinsic value, options vested and expected to vest | $ 47,503 |
Stock-based Compensation - Awar
Stock-based Compensation - Award Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | |||
Forfeited/expired (shares) | (27) | (305) | |
Weighted-average Grant Date Fair Value per Share | |||
Forfeited/Expired, weighted average exercise price per share (usd per share) | $ 3.65 | $ 2.82 | |
Exercisable and Expected to Vest | |||
Options exercisable (shares) | 2,876 | ||
Options vested and expected to vest (shares) | 3,954 | ||
Options exercisable (usd per share) | $ 3.83 | ||
Options vested and expected to vest (usd per share) | $ 4.69 | ||
Weighted average remaining contractual terms, exercisable options | 5 years 3 months | ||
Weighted average remaining contractual terms, vested and expected to vest options | 6 years 1 month 17 days | ||
Aggregate intrinsic value, exercisable options | $ 37,005 | ||
Aggregate intrinsic value, options vested and expected to vest | $ 47,503 | ||
RSAs | |||
Number of Shares | |||
Non-vested, beginning of period (shares) | 159 | 230 | 480 |
Granted (shares) | 47 | 143 | 185 |
Vested (shares) | (151) | (214) | (435) |
Non-vested, end of period (shares) | 55 | 159 | 230 |
Weighted-average Grant Date Fair Value per Share | |||
Non-vested, beginning of period (usd per share) | $ 4.68 | $ 3.82 | $ 3.29 |
Granted, weighted average grant date fair value (usd per share) | 14.35 | 4.75 | 4.21 |
Vested, weighted average grant date fair value (usd per share) | 4.71 | 3.81 | 3.40 |
Non-vested, end of period (usd per share) | $ 12.83 | $ 4.68 | $ 3.82 |
RSUs | |||
Number of Shares | |||
Non-vested, beginning of period (shares) | 560 | 617 | 545 |
Granted (shares) | 86 | 275 | 330 |
Vested (shares) | (290) | (302) | (243) |
Forfeited/expired (shares) | (8) | (30) | (15) |
Non-vested, end of period (shares) | 348 | 560 | 617 |
Weighted-average Grant Date Fair Value per Share | |||
Non-vested, beginning of period (usd per share) | $ 4.08 | $ 3.69 | $ 3.15 |
Granted, weighted average grant date fair value (usd per share) | 10.56 | 4.22 | 4.10 |
Vested, weighted average grant date fair value (usd per share) | 4.09 | 3.40 | 3.11 |
Forfeited/Expired, weighted average exercise price per share (usd per share) | 4.73 | 4.12 | 2.74 |
Non-vested, end of period (usd per share) | $ 5.66 | $ 4.08 | $ 3.69 |
PSUs | |||
Number of Shares | |||
Non-vested, beginning of period (shares) | 429 | 831 | 989 |
Granted (shares) | 306 | 276 | 629 |
Vested (shares) | (495) | (651) | (482) |
Non-vested, end of period (shares) | 240 | 429 | 831 |
Weighted-average Grant Date Fair Value per Share | |||
Non-vested, beginning of period (usd per share) | $ 4.20 | $ 3.88 | $ 2.94 |
Granted, weighted average grant date fair value (usd per share) | 6.71 | 4.25 | 4.10 |
Vested, weighted average grant date fair value (usd per share) | 4.16 | 3.84 | 2.89 |
Non-vested, end of period (usd per share) | $ 7.48 | $ 4.20 | $ 3.88 |
PBOs | |||
Number of Shares | |||
Non-vested, beginning of period (shares) | 1,720 | 0 | |
Granted (shares) | 1,200 | 1,720 | |
Exercised (shares) | (84) | ||
Forfeited/expired (shares) | (1,254) | ||
Non-vested, end of period (shares) | 1,582 | 1,720 | 0 |
Weighted-average Grant Date Fair Value per Share | |||
Non-vested, beginning of period (usd per share) | $ 2.54 | $ 0 | |
Granted, weighted average grant date fair value (usd per share) | 5.02 | 2.54 | |
Exercised, weighted average grant date fair value (usd per share) | 2.54 | ||
Forfeited/Expired, weighted average exercise price per share (usd per share) | 3.73 | ||
Non-vested, end of period (usd per share) | $ 3.47 | $ 2.54 | $ 0 |
Exercisable and Expected to Vest | |||
Options exercisable (shares) | 493 | ||
Options vested and expected to vest (shares) | 1,582 | ||
Options exercisable (usd per share) | $ 4.60 | ||
Options vested and expected to vest (usd per share) | $ 6.24 | ||
Weighted average remaining contractual terms, exercisable options | 5 years 7 months 7 days | ||
Weighted average remaining contractual terms, vested and expected to vest options | 5 years 5 months 8 days | ||
Aggregate intrinsic value, exercisable options | $ 5,968 | ||
Aggregate intrinsic value, options vested and expected to vest | $ 16,553 |
Capital Stock (Details)
Capital Stock (Details) $ / shares in Units, $ in Millions | 1 Months Ended |
Apr. 30, 2018USD ($)$ / sharesshares | |
Class of Stock [Line Items] | |
Price per share issued (usd per share) | $ / shares | $ 9.25 |
Proceeds from public offering | $ | $ 37.3 |
Underwritten Public Offering | |
Class of Stock [Line Items] | |
Issuance of common stock, net of issuance costs (shares) | 4,312,500 |
Over-Allotment Option | |
Class of Stock [Line Items] | |
Issuance of common stock, net of issuance costs (shares) | 562,500 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Employer matching contribution amount | $ 0.6 | $ 0.6 | $ 0.4 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (10,653) | $ (22,994) | $ (8,174) |
Foreign | (262) | 79 | (424) |
Loss before income taxes | $ (10,915) | $ (22,915) | $ (8,598) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current provision (benefit): | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 5 | 5 | 5 |
Foreign | (13) | 64 | (14) |
Total current provision (benefit) | (8) | 69 | (9) |
Deferred provision (benefit): | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | (29) | 12 | (31) |
Total deferred provision (benefit) | (29) | 12 | (31) |
Provision for (benefit from) income taxes | $ (37) | $ 81 | $ (40) |
Income Taxes - Tax Rate Reconci
Income Taxes - Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Rate Reconciliation | |||
Tax benefit at federal statutory rate | $ (2,292) | $ (7,791) | $ (2,924) |
State taxes | 222 | 48 | 127 |
Research and development credits | (499) | (399) | (161) |
Foreign operations taxed at different rates | (17) | (2) | 30 |
Stock-based compensation | (2,587) | (216) | 327 |
Other nondeductible items | (3) | 326 | 405 |
Executive compensation | 838 | 73 | 255 |
Change in valuation allowance | 4,301 | (26,058) | 1,901 |
Change in statutory tax rate | 0 | 34,100 | 0 |
Provision for (benefit from) income taxes | $ (37) | $ 81 | $ (40) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating losses | $ 60,455 | $ 53,901 |
Credits | 7,174 | 6,221 |
Deferred revenues | 1,879 | 3,334 |
Stock-based compensation | 2,967 | 2,872 |
Reserves and accruals | 1,876 | 2,028 |
Depreciation | 1,376 | 1,573 |
Intangible assets | 2,557 | 3,172 |
Capital losses | 576 | 576 |
Unrealized gain/loss | 297 | 295 |
Other assets | 83 | 78 |
Total deferred tax assets: | 79,240 | 74,050 |
Deferred tax liabilities: | ||
Other | (64) | (115) |
Total deferred tax liabilities: | (64) | (115) |
Valuation allowance | (79,222) | (74,010) |
Net deferred tax liabilities | $ (46) | $ (75) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | |||
Cumulative effect of change in accounting principles | $ 4,059 | ||
Increase (decrease) in deferred tax asset valuation allowance | 5,200 | $ (20,400) | $ 1,900 |
Interest and penalties recognize in income tax expense | 37 | 31 | $ 35 |
Interest and penalties recognized on the balance sheet | 400 | 300 | |
Unrecognized tax benefits that would impact effective tax rate | 300 | $ 400 | |
India | |||
Income Taxes [Line Items] | |||
Deferred tax liability from undistributed foreign earnings | 100 | ||
Accumulated Deficit | |||
Income Taxes [Line Items] | |||
Cumulative effect of change in accounting principles | 4,531 | ||
Accumulated Deficit | Accounting Standards Update 2014-09 | |||
Income Taxes [Line Items] | |||
Cumulative effect of change in accounting principles | $ 900 |
Income Taxes - NOL Carryforward
Income Taxes - NOL Carryforwards and Federal Research and Development Tax Credits (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Federal | |
Net Operating Losses and Tax Credit Carryforwards | |
Net operating losses, amount | $ 254,208 |
Tax credits, amount | 7,430 |
State | |
Net Operating Losses and Tax Credit Carryforwards | |
Net operating losses, amount | 115,420 |
Tax credits, amount | 9,121 |
Foreign Tax Authority [Member] | |
Net Operating Losses and Tax Credit Carryforwards | |
Net operating losses, amount | $ 383 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 9,422 | $ 8,566 | $ 8,152 |
Additions based on tax positions related to current year | 1,087 | 880 | 459 |
Reductions to tax provision of prior years | (529) | (24) | (45) |
Balance at end of year | $ 9,980 | $ 9,422 | $ 8,566 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Jun. 30, 2017USD ($) | Apr. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($)ft²multiplier | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2012USD ($) | Mar. 01, 2019 | Feb. 28, 2019USD ($) |
Long-term Purchase Commitment [Line Items] | ||||||||||
Lease area space occupancy | ft² | 107,200 | |||||||||
Payments for capital improvements | $ 300,000 | $ 400,000 | ||||||||
Rent expense | $ 3,200,000 | $ 3,200,000 | $ 2,900,000 | |||||||
Sublease rentals | 1,100,000 | 1,400,000 | $ 1,200,000 | |||||||
Term of contract | 3 years | 3 years | 3 years | |||||||
Indemnification agreement | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Accruals for expenses related to indemnification issues | $ 0 | |||||||||
Term Debt | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Current borrowing capacity | $ 10,000,000 | |||||||||
Term Debt | London Interbank Offered Rate (LIBOR) | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Basis spread on variable rate | 3.60% | |||||||||
Revolving Line of Credit | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Current borrowing capacity | $ 5,000,000 | |||||||||
Accounts receivable borrowing base percentage | 80.00% | |||||||||
Interest rate, stated percentage | 5.00% | |||||||||
Minimum cash multiplier | multiplier | 6 | |||||||||
Revolving Line of Credit | Prime Rate [Member] | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Basis spread on variable rate | 1.00% | |||||||||
Demand Deposits [Member] | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Restricted cash and investments, noncurrent | 700,000 | |||||||||
Eighth Lease Amendment | Subsequent Event | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Renewal term | 5 years | 88 months | ||||||||
Letters of credit | $ 1,100,000 | |||||||||
Fifth Amendment | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Payments for capital improvements | $ 3,600,000 | |||||||||
Payments for (proceeds from) tenant allowance | $ (3,100,000) | |||||||||
Amendment 7 | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Incentive from lessor | $ 500,000 | 900,000 | ||||||||
Redwood City, California, Penobscot Space | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Lease area space occupancy | ft² | 28,200 | |||||||||
Redwood City, California, Building 2 Space | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Lease area space occupancy | ft² | 37,900 | |||||||||
Redwood City, California, 501 Chesapeake Space | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Lease area space occupancy | ft² | 11,200 | |||||||||
Redwood City, California, Saginaw Space | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Lease area space occupancy | ft² | 29,900 | |||||||||
Headquarters Redwood City | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Asset retirement obligations | $ 200,000 | $ 200,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Payments Under Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Capital Leases | ||
2,019 | $ 252 | |
2,020 | 61 | |
2,021 | 0 | |
2,022 | 0 | |
2,023 | 0 | |
Total minimum lease payments | 313 | |
Less: amount representing interest | (10) | |
Present value of capital lease obligations | 303 | |
Less: current portion | (242) | |
Long-term portion of capital leases | 61 | $ 302 |
Operating leases | ||
2,019 | 3,280 | |
2,020 | 712 | |
2,021 | 490 | |
2,022 | 41 | |
2,023 | 0 | |
Total minimum lease payments | 4,523 | |
Total future minimum sublease rentals to be received under noncancellable subleases | $ 900 |
Commitments and Contingencies_3
Commitments and Contingencies - Other Commitments (Details) - Supply Commitment $ in Thousands | Dec. 31, 2018USD ($) |
Loss Contingencies [Line Items] | |
Future Minimum Payment | $ 3,047 |
April 2,016 | |
Loss Contingencies [Line Items] | |
Future Minimum Payment | 1,458 |
July 2,017 | |
Loss Contingencies [Line Items] | |
Future Minimum Payment | 331 |
December 2,017 | |
Loss Contingencies [Line Items] | |
Future Minimum Payment | $ 1,258 |
Commitments and Contingencies_4
Commitments and Contingencies - Credit Facility (Details) | Jun. 30, 2017 |
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 | 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% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Total revenues | $ 60,594,000 | $ 50,024,000 | $ 48,837,000 |
Exela | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, related parties | 0 | 1,600,000 | |
Exela | Revenue sharing arrangement | |||
Related Party Transaction [Line Items] | |||
Total revenues | 0 | 2,600,000 | 2,200,000 |
Alfa Aesar | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, related parties | 0 | 0 | 400,000 |
AstraZeneca | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, related parties | 200,000 | 100,000 | |
Revenue from related parties | 600,000 | 100,000 | 0 |
Asymchem | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, related parties | 0 | 100,000 | |
Revenue from related parties | $ 0 | $ 75,000 | $ 0 |
Exela | Presidio Partners 2007, L.P. | |||
Related Party Transaction [Line Items] | |||
Investment, ownership percentage | 10.00% |
Segment, Geographical and Oth_3
Segment, Geographical and Other Revenue Information - Narrative (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018segment | Dec. 31, 2017segment | |
Segment Reporting Information [Line Items] | ||||
Number of operating segments | segment | 2 | 1 | ||
Collaborative Arrangement | CDX-6114 | Nestec Ltd. (Nestle Health Sciences) | ||||
Segment Reporting Information [Line Items] | ||||
Milestone payment amount | $ 1 | |||
Duration to pay after milestone achievement | 60 days | |||
Collaborative Arrangement | CDX-6114 | Nestec Ltd. (Nestle Health Sciences) | Subsequent Event | ||||
Segment Reporting Information [Line Items] | ||||
Amount from exercising alternative option | $ 3 |
Segment, Geographical and Oth_4
Segment, Geographical and Other Revenue Information - Segment Reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 60,594 | $ 50,024 | $ 48,837 |
Cost of product revenue | 12,620 | 14,327 | 9,753 |
Research and development | 29,978 | 29,659 | 22,229 |
Selling, general and administrative | 29,291 | 29,008 | 25,419 |
Total costs and operating expenses | 71,889 | 72,994 | 57,401 |
Loss from operations | (11,295) | (22,970) | (8,564) |
Depreciation | (1,147) | (1,042) | (1,734) |
Loss before income taxes | (10,915) | (22,915) | (8,598) |
Share-based compensation | 7,889 | 7,091 | 5,673 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 60,594 | 50,024 | |
Cost of product revenue | 12,620 | 14,327 | |
Research and development | 29,109 | 28,954 | |
Selling, general and administrative | 8,309 | 7,371 | |
Total costs and operating expenses | 50,038 | 50,652 | |
Loss from operations | 10,556 | (628) | |
Share-based compensation | 2,929 | 2,514 | |
Operating Segments | Performance Enzymes | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 47,073 | 42,333 | |
Cost of product revenue | 12,620 | 14,327 | |
Research and development | 18,924 | 16,847 | |
Selling, general and administrative | 7,538 | 7,371 | |
Total costs and operating expenses | 39,082 | 38,545 | |
Loss from operations | 7,991 | 3,788 | |
Share-based compensation | 2,591 | 2,306 | |
Operating Segments | Novel Biotherapeutics | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 13,521 | 7,691 | |
Cost of product revenue | 0 | 0 | |
Research and development | 10,185 | 12,107 | |
Selling, general and administrative | 771 | 0 | |
Total costs and operating expenses | 10,956 | 12,107 | |
Loss from operations | 2,565 | (4,416) | |
Share-based compensation | 338 | 208 | |
Corporate, Non-Segment | |||
Segment Reporting Information [Line Items] | |||
Total costs and operating expenses | (20,324) | (21,245) | |
Depreciation | 1,147 | 1,042 | |
Product Sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 25,590 | 26,685 | $ 15,321 |
Product Sales | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 25,590 | 26,685 | |
Product Sales | Operating Segments | Performance Enzymes | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 25,590 | 26,685 | |
Product Sales | Operating Segments | Novel Biotherapeutics | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | |
Research and Development Revenues | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 35,004 | 23,339 | |
Research and Development Revenues | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 35,004 | 23,339 | |
Research and Development Revenues | Operating Segments | Performance Enzymes | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 21,483 | 15,648 | |
Research and Development Revenues | Operating Segments | Novel Biotherapeutics | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 13,521 | $ 7,691 |
Segment, Geographical and Oth_5
Segment, Geographical and Other Revenue Information - Concentration Risk (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Merck | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 29.00% | 28.00% | 47.00% |
Merck | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 37.00% | 31.00% | |
Nestle Health Science | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 22.00% | 15.00% | |
Nestle Health Science | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 17.00% | ||
Tate & Lyle | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.00% | 11.00% | |
Tate & Lyle | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 16.00% | ||
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 | 11.00% | 15.00% | |
GSK | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 22.00% | ||
Kyorin Pharmaceutical Co Ltd | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 16.00% | ||
Exela PharmSci, Inc | Accounts Receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14.00% |
Segment, Geographical and Oth_6
Segment, Geographical and Other Revenue Information - Revenues (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of revenues by geographical area | |||
Revenues | $ 60,594,000 | $ 50,024,000 | $ 48,837,000 |
Americas | |||
Schedule of revenues by geographical area | |||
Revenues | 15,370,000 | 15,575,000 | 23,126,000 |
EMEA | |||
Schedule of revenues by geographical area | |||
Revenues | 22,361,000 | 19,610,000 | 17,138,000 |
APAC | |||
Schedule of revenues by geographical area | |||
Revenues | 22,863,000 | 14,839,000 | $ 8,573,000 |
United States | |||
Schedule of revenues by geographical area | |||
Long-lived assets | $ 4,759,000 | $ 2,815,000 |
Segment, Geographical and Oth_7
Segment, Geographical and Other Revenue Information - Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Goodwill | $ 3,241 | $ 3,241 |
Performance Enzymes | ||
Segment Reporting Information [Line Items] | ||
Goodwill | 2,400 | |
Novel Biotherapeutics | ||
Segment Reporting Information [Line Items] | ||
Goodwill | 800 | |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Goodwill | 3,241 | |
Operating Segments | Performance Enzymes | ||
Segment Reporting Information [Line Items] | ||
Goodwill | 2,463 | |
Operating Segments | Novel Biotherapeutics | ||
Segment Reporting Information [Line Items] | ||
Goodwill | $ 778 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 1 Months Ended | |||
Jan. 31, 2019 | Mar. 01, 2019 | Feb. 28, 2019 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | ||||
Total minimum lease payments | $ 4,523,000 | |||
Subsequent Event | Nestec Ltd. (Nestle Health Sciences) | CDX-6114 | ||||
Subsequent Event [Line Items] | ||||
Progress payment eligible after exercise | $ 3,000,000 | |||
Eighth Lease Amendment | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Lease, term of contract | 88 months | |||
Renewal term | 5 years | 88 months | ||
Letters of credit | $ 1,100,000 | |||
Total minimum lease payments | $ 32,900,000 |