Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 13, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | MARRONE BIO INNOVATIONS INC | ||
Entity Central Index Key | 0001441693 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 81,572,070 | ||
Entity Common Stock, Shares Outstanding | 145,531,261 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 6,252 | $ 18,221 |
Accounts receivable | 5,925 | 2,720 |
Inventories | 8,149 | 8,224 |
Prepaid expenses and other current assets | 1,390 | 971 |
Total current assets | 21,716 | 30,136 |
Property, plant and equipment, net | 13,260 | 14,512 |
Right of use assets, net | 4,567 | |
Intangible assets, net | 23,842 | |
Goodwill | 6,764 | |
Restricted cash | 1,560 | 1,560 |
Other assets | 1,008 | 359 |
Total assets | 72,717 | 46,567 |
Current liabilities: | ||
Accounts payable | 3,379 | 1,692 |
Accrued liabilities | 12,467 | 6,871 |
Deferred revenue, current portion | 427 | 438 |
Lease liability, current portion | 913 | |
Debt, current portion, net | 3,899 | 2,318 |
Total current liabilities | 21,085 | 11,319 |
Deferred revenue, less current portion | 1,986 | 2,399 |
Lease liability, less current portion | 3,970 | |
Debt, less current portion, net | 11,847 | 11,819 |
Debt due to related parties | 7,300 | 7,300 |
Other liabilities | 2,971 | 794 |
Total liabilities | 49,159 | 33,631 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred stock: $0.00001 par value; 20,000 shares authorized and no shares issued or outstanding at December 31, 2019 and December 31, 2018 | ||
Common stock: $0.00001 par value; 250,000 shares authorized, 139,526 and 110,691 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 1 | 1 |
Additional paid in capital | 344,206 | 296,409 |
Accumulated deficit | (320,649) | (283,474) |
Total stockholders' equity | 23,558 | 12,936 |
Total liabilities and stockholders' equity | $ 72,717 | $ 46,567 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 139,526,000 | 110,691,000 |
Common stock, shares outstanding | 139,526,000 | 110,691,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | ||
Total revenues | $ 29,373 | $ 21,220 |
Cost of product revenues | 13,260 | 10,907 |
Gross profit | 16,113 | 10,313 |
Operating Expenses: | ||
Research, development and patent | 14,026 | 10,662 |
Selling, general and administrative | 30,072 | 19,155 |
Total operating expenses | 44,098 | 29,817 |
Loss from operations | (27,985) | (19,504) |
Other income (expense): | ||
Interest expense | (1,474) | (2,057) |
Interest expense, related parties | (451) | |
Change in fair value of financial instruments | (5,177) | |
Loss on extinguishment of debt, net | (2,196) | |
Gain on extinguishment of debt, related party | 9,183 | |
Loss on modification of warrants | (1,564) | |
Loss on issuance of new warrants | (6,065) | |
Change in fair value of contingent consideration | (342) | |
Other income (expense), net | 255 | (11) |
Total other expense, net | (9,190) | (709) |
Net loss | $ (37,175) | $ (20,213) |
Basic and diluted net loss per common share: | $ (0.32) | $ (0.20) |
Weighted-average shares outstanding used in computing basic and diluted net loss per common share: | 117,982 | 101,248 |
Product [Member] | ||
Revenues: | ||
Total revenues | $ 28,912 | $ 20,775 |
License [Member] | ||
Revenues: | ||
Total revenues | $ 461 | $ 445 |
Consolidated Statements Stockho
Consolidated Statements Stockholder's Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Memeber] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 214,921 | $ (265,572) | $ (50,651) | |
Balance, shares at Dec. 31, 2017 | 31,351 | |||
New revenue standard adoption impact | 2,311 | 2,311 | ||
Net loss | (20,213) | (20,213) | ||
Net settlement of options | 26 | 26 | ||
Net settlement of options, shares | 44 | |||
Exercise of warrants | 98 | 98 | ||
Exercise of warrants, shares | 78 | |||
Share-based compensation | 1,850 | 1,850 | ||
Issuance of restricted stock units in lieu satisfaction of bonus payment | 205 | 205 | ||
Settlement of restricted stock units | ||||
Settlement of restricted stock units, shares | 338 | |||
Conversion of related party notes for common stock and warrants | 21,685 | 21,685 | ||
Conversion of related party notes for common stock and warrants , shares | 20,000 | |||
Conversion of secured promissory notes for common stock and warrants | 6,196 | 6,196 | ||
Conversion of secured promissory notes for common stock and warrants , shares | 5,714 | |||
Conversion of convertible notes for common stock and warrants | 16,843 | 16,843 | ||
Conversion of convertible notes for common stock and warrants, shares | 12,000 | |||
Fair value of common stock and warrants issued to placement agent in connection with private placement and note conversion | 1,610 | 1,610 | ||
Fair value of common stock and warrants issued to placement agent in connection with private placement and note conversion , shares | 800 | |||
Issuance of common stock and warrants in private placement, net of offering costs and underwriter commissions | $ 1 | 20,310 | 20,311 | |
Issuance of common stock and warrants in private placement, net of offering costs and underwriter commissions, shares | 32,000 | |||
Issuance of common stock, in follow-on offering, net of offering costs and underwriter commissions | 12,665 | 12,665 | ||
Issuance of common stock, in follow-on offering, net of offering costs and underwriter commissions, shares | 8,366 | |||
Balance at Dec. 31, 2018 | $ 1 | 296,409 | (283,474) | 12,936 |
Balance, shares at Dec. 31, 2018 | 110,691 | |||
Net loss | (37,175) | (37,175) | ||
Net settlement of options | 55 | 55 | ||
Net settlement of options, shares | 47 | |||
Share-based compensation | 3,686 | 3,686 | ||
Settlement of restricted stock units | ||||
Settlement of restricted stock units, shares | 7 | |||
Employee stock purchase plan | 128 | 128 | ||
Employee stock purchase plan, shares | 115 | |||
Modification of existing warrants | 1,564 | 1,564 | ||
Issuance of common stock in connection with call to exercise warrants | 16,000 | 16,000 | ||
Issuance of common stock in connection with call to exercise warrants, shares | 16,000 | |||
Issuance of new warrants in connection with call to exercise warrants | 6,065 | 6,065 | ||
Issuance of common stock in connection with Pro Farm acquisition | 20,299 | 20,299 | ||
Issuance of common stock in connection with Pro Farm acquisition, shares | 12,666 | |||
Balance at Dec. 31, 2019 | $ 1 | $ 344,206 | $ (320,649) | $ 23,558 |
Balance, shares at Dec. 31, 2019 | 139,526 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (37,175) | $ (20,213) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,349 | 1,890 |
Gain on disposal of equipment | (21) | |
Right of use assets amortization | 805 | |
Share-based compensation | 3,686 | 1,850 |
Non-cash interest expense | 277 | 994 |
Change in fair value of financial instruments | 5,177 | |
Loss on extinguishment of debt, net | 2,196 | |
Gain on extinguishment of debt, related party, net | (9,183) | |
Loss on modification of warrants | 1,564 | |
Loss on issuance of new warrants | 6,065 | |
Change in fair value of contingent consideration | 342 | |
Net changes in operating assets and liabilities: | ||
Accounts receivable | (2,622) | 1,065 |
Inventories | 599 | 1,603 |
Prepaid Expenses and other assets | (327) | 34 |
Accounts payable | 1,204 | (2,028) |
Accrued and other liabilities | 3,223 | (857) |
Accrued interest due to related parties | (1,614) | |
Lease Liability | (627) | |
Deferred revenue | (681) | (339) |
Net cash used in operating activities | (21,339) | (19,425) |
Cash flows from investing activities | ||
Asset acquisition | (669) | |
Business combination, net of cash acquired | (5,849) | |
Purchases of property, plant and equipment | (296) | (580) |
Proceeds from sale of equipment | 21 | |
Net cash used in investing activities | (6,793) | (580) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock, net of offering costs | 34,486 | |
Proceeds from issuance of debt | 141 | 2,000 |
Proceeds from secured borrowings | 29,376 | 21,844 |
Repayment in secured borrowings | (27,822) | (21,046) |
Repayment of debt | (1,715) | (254) |
Financing costs | (201) | |
Exercise of stock options | 55 | 40 |
Proceeds from employee stock purchase plan | 128 | |
Net settlement of options | (14) | |
Exercise of warrants | 16,000 | 98 |
Net cash provided by financing activities | 16,163 | 36,953 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (11,969) | 16,948 |
Cash and cash equivalents and restricted cash, beginning of period | 19,781 | 2,833 |
Cash and cash equivalents and restricted cash, end of period | 7,812 | 19,781 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 1,175 | 2,772 |
Supplemental disclosure of non-cash investing and financing activities | ||
Property, plant and equipment included in accounts payable and accrued liabilities | 51 | |
Fair Value of non-cash consideration issued in acquisition transactions | 23,917 | |
Conversion of debt to equity | 10,000 | |
Conversion of bridge loan (convertible note) to equity | 6,000 | |
Conversion of debt, related party to equity | 35,000 | |
Conversion of accrued liabilities into equity associated with the granting of restricted stock units | 205 | |
Embedded derivative liability associated with bridge loan | 573 | |
Conversion of accrued interest, related party, into debt, related party | $ 324 |
Summary of Business, Basis of P
Summary of Business, Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Business, Basis of Presentation | 1. Summary of Business, Basis of Presentation Marrone Bio Innovations, Inc. (the “Company”), formerly Marrone Organic Innovations, Inc., was incorporated under the laws of the State of Delaware on June 15, 2006, and is located in Davis, California. In July 2012, the Company formed a wholly-owned subsidiary, Marrone Michigan Manufacturing LLC (“MMM LLC”), which holds the assets of a manufacturing plant the Company purchased in July 2012. In September 2019 the Company closed its acquisition of Pro Farm Technologies OY, a Finnish limited company, which consisted of Pro Farm Technologies OY and its five subsidiaries Pro Farm International Oy (Finland), Pro Farm OU (Estonia), Pro Farm Technogies Comercio de Insumos Agricolas do Brasil ltda. (Brazil – 99% controlling interest), Pro Farm Inc. (Delaware), and Glinatur SA (Uruguay) (collectively “Pro Farm”). As a result of the acquisition, Pro Farm became a wholly-owned subsidiary of the Company. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements and notes thereto have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for Form 10-K and include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for financial reporting. Certain amounts in the prior periods’ financial statements and related footnote disclosures have been reclassified to conform to the current presentation with no impact on previously reported net income or stockholders’ equity. The Company makes biological crop protection, plant health and nutrition products. The Company targets the major markets that use conventional chemical products, including certain agricultural markets where its biological products are used as alternatives for, or mixed with, conventional chemical products. The Company also targets new markets for which (i) there are no available conventional chemical products or (ii) the use of conventional chemical products may not be desirable or permissible either because of health and environmental concerns (including for organically certified crops) or because the development of pest resistance has reduced the efficacy of conventional chemical products. The Company delivers EPA-approved and registered biological crop protection products and other biological products that address the global demand for effective, safe and environmentally responsible products. Going Concern, Liquidity, and Management Plans The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue to operate under the assumption that there is substantial doubt about its ability to continue as a going concern, for 12 months after the issuance of these consolidated financial statements. This assessment contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from the Company’s substantial doubt about its ability to continue as a going concern. The Company has a limited number of commercialized products and operating history. As of December 31, 2019, the Company had an accumulated deficit of $320,649,000, has incurred significant losses since inception, and expects to continue to incur losses for the foreseeable future. The Company funds operations primarily with the proceeds from the sale of its products and payments under strategic collaboration and distribution agreements, promissory notes and term loans, net proceeds from the private placements of convertible notes, as well as with the proceeds from other equity instruments. The Company will need to generate significant revenue growth to achieve and maintain profitability. As of December 31, 2019, the Company had a working capital surplus of $631,000, including cash and cash equivalents of $6,252,000. In addition, as of December 31, 2019, the Company had debt and debt due to related parties of $15,746,000 and $7,300,000, respectively, for which the underlying debt agreements contain various financial and non-financial covenants, as well as certain material adverse change clauses. As of December 31, 2019, the Company had a total of $1,560,000 of restricted cash relating to these debt agreements (See Notes 9 for further discussion). The Company’s historical operating results, including prior periods of negative use of operating cash flows which indicate substantial doubt exists related to the Company’s ability to continue as a going concern for the next 12 months from the date of issuance of these consolidated financial statements. However, the Company believes that its existing cash and cash equivalents of $4,767,000 at March 13, 2020, together with expected revenues, expected future debt or equity financings and cost management will be sufficient to fund operations as currently planned through one year from the date of the issuance of these consolidated financial statements. The Company anticipates securing additional sources of cash through equity and/or debt financings, collaborative or other funding arrangements with partners, or through other sources of financing, consistent with historic results. However, the Company cannot predict, with certainty, the outcome of its actions to grow revenues, to manage or reduce costs or to secure additional financing from outside sources on terms acceptable to the Company or at all. Further, the Company may continue to require additional sources of cash for general corporate purposes, which may include operating expenses, working capital to improve and promote its commercially available products, advance product candidates, expand international presence and commercialization, general capital expenditures and satisfaction of debt obligations. If the Company further breaches any of the covenants contained within the debt agreements or if the material adverse change clauses are triggered, the entire unpaid principal and interest balances would be due and payable upon demand. Without entering into a continuation of its current waiver, which expires May 30, 2021, entering into strategic agreements that include significant cash payments upfront, significantly increasing revenues from sales or raising additional capital through the issuance of equity, the Company expects it will exceed its maximum debt-to-worth requirement under the June 2014 Secured Promissory Note with Five Star Bank. Further, a violation of a covenant in one debt agreement will cause the Company to be in violation of certain covenants under each of its other debt agreements. Breach of covenants included in the Company’s debt agreements, which could result in the lenders demanding payment of the unpaid principal and interest balances, will have a material adverse effect upon the Company and would likely require the Company to seek to renegotiate these debt arrangements with the lenders. If such negotiations are unsuccessful, the Company may be required to seek protection from creditors through bankruptcy proceedings. The Company’s inability to maintain compliance with its debt covenants could have a negative impact on the Company’s financial condition and ability to continue as a going concern. The June 2014 Secured Promissory Note contains a material adverse change clause that could be invoked by the lender as a result of the uncertainty related to the Company’s ability to continue as a going concern. If the lender were to declare an event of default, the entire amount of borrowings related to all debt agreements at that time would have to be reclassified as current in the consolidated financial statements. The lender has waived its right to deem recurring losses, liquidity, going concern, and financial condition a material adverse change through May 30, 2021. As a result, none of the long-term portion of the Company’s outstanding debt has been reclassified to current in these consolidated financial statements as of December 31, 2019. In August 2019, the Company entered into a warrant amendment and plan of reorganization agreement (the Warrant Reorganization Agreement) with certain holders of the warrants issued in connection with the February 2018 Financing Transactions (the “February 2018 Warrants”). Pursuant to the Warrant Reorganization Agreement, the Company has agreed to extend the expiration date under the February 2018 Warrants held by such holders from December 2020 to December 2021, and the holders have agreed, at any time the Company’s stock trades above $1.00 and upon request by the Company, to exercise up to 36,600,000 shares under their respective February 2018 Warrants, in consideration for the delivery of (x) the shares subject to the February 2018 Warrants so exercised and (y) the delivery of new warrants (“August 2019 Warrants”) to purchase such additional number of shares of common stock equal to the amount of shares so exercised and delivered under February 2018 Warrants. As of the date of the issuance of these consolidated financial statements, the Company has called the exercise of all February 2018 Warrants (See Note 10) of which 22,000,000 have been exercised with the remainder to be exercised on an as needed basis. The Company participates in a heavily regulated and highly competitive crop protection industry and believes that adverse changes in any of the following areas could have a material effect on the Company’s future financial position, results of operations or cash flows: inability to obtain regulatory approvals, increased competition in the biological agricultural product market, market acceptance of the Company’s products, weather and other seasonal factors beyond the Company’s control, litigation or claims against the Company related to intellectual property, patents, products or governmental regulation, and the Company’s ability to support increased growth. Additionally, the Company could spend its available financial resources less or more rapidly than currently expected. If the Company becomes unable to continue as a going concern, it may have to liquidate its assets, and stockholders may lose all or part of their investment in the Company’s common stock. Although the Company recognizes that it will likely need to raise additional funds in the future, there can be no assurance that such efforts will be successful or that, in the event that they are successful, the terms and conditions of such financing will not be unfavorable. Any future equity financing may result in dilution to existing stockholders and any debt financing may include additional restrictive covenants. Any failure to obtain additional financing or to achieve the revenue growth necessary to fund the Company with cash flows from operations will have a material adverse effect upon the Company and will likely result in a substantial reduction in the scope of the Company’s operations and impact the Company’s ability to achieve its planned business objectives. The actions discussed above cannot be considered to mitigate the substantial doubt raised by its historical operating results and satisfying its estimated liquidity needs for 12 months from the issuance of these consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Use of Estimates The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company believes that the assumptions and estimates associated with acquisition activities in determining the fair values of acquired assets, liabilities and goodwill, revenue recognition, including assumptions and estimates used in determining the timing and amount of revenue to recognize for those transactions with variable considerations, warrants and share-based compensation, right-of-use assets and corresponding lease liability, inventory valuation, and fair value of financial instruments, have the greatest potential impact on the consolidated financial statements. Therefore, the Company considers these estimates to be its significant estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, accounts receivable and debt. The Company deposits its cash and cash equivalents with high credit quality domestic financial institutions with locations in the U.S. Such deposits may exceed federal deposit insurance limits. The Company believes the financial risks associated with these financial instruments are minimal. The Company’s customer base is dispersed across many different geographic areas, and currently most customers are pest management distributors in the U.S. Generally, receivables are due up to 120 days from the invoice date and are considered past due after this date, although the Company may offer extended terms from time to time. During the years ended December 31, 2019 and 2018, 12% and 11%, respectively, of the Company’s revenues were generated from international customers. The Company’s principal sources of revenues were its Regalia, Grandevo, and Venerate product lines for the years ended December 31, 2019 and 2018, accounting for 88% and 90%, respectively, of the Company’s total revenues. Customers to which 10% or more of the Company’s total revenues are attributable for any one of the periods presented consist of the following: CUSTOMER DECEMBER 31, A B C 2019 30 % 10 % 9 % 2018 35 % 9 % 17 % Customers to which 10% or more of the Company’s outstanding accounts receivable are attributable as of either December 31, 2019 or 2018 consist of the following: CUSTOMER DECEMBER 31, A B 2019 44 % 9 % 2018 52 % 24 % Concentrations of Supplier Dependence The active ingredient in the Company’s Regalia product line is derived from the giant knotweed plant, which the Company obtains from China. The Company currently relies on one supplier for this plant. Such single supplier acquires raw knotweed from numerous regional sources and performs an extraction process on this plant, creating a dried extract that is shipped to the Company’s manufacturing plant. While the Company does not have a long-term supply contract with this supplier, the Company does have a long-term business relationship with this supplier. The Company endeavors to keep 6 months of knotweed extract on hand at any given time, but an unexpected disruption in supply could have an effect on Regalia supply and revenues. Although the Company has identified additional sources of raw knotweed, there can be no assurance that the Company will continue to be able to obtain dried extract from China at a competitive price. The Company continues to rely on third parties to formulate Grandevo and Zequanox into spray-dried powders, for all of its production of Venerate, Majestene/Zelto, Stargus and Haven, and from time to time, third-party manufacturers for supplemental production capacity to meet excess seasonal demand and for packaging. The Company’s products have been produced in quantities, and on timelines, sufficient to meet commercial demand and for the Company to satisfy its delivery schedules. However, the Company’s dependence upon others for the production of a portion of its products, or for a portion of the manufacturing process, particularly for drying and for all of its production of Venerate, may adversely affect its ability to satisfy demand and meet delivery obligations, as well as to develop and commercialize new products, on a timely and competitive basis. The Company has not entered into any long-term manufacturing or supply agreements for any of its products, and it may need to enter into additional agreements for the commercial development, manufacturing and sale of its products. There can be no assurance that it can do so on favorable terms, if at all. Pro Farm products are currently partially sourced by suppliers from one manufacturing plant in Russia, in which the Company owns a 12% interest. The Company plans for enough inventory on hand to fill its revenue forecasts for 12 months at any given time, but an unexpected disruption in supply could have an adverse effect on the supply and revenues related to the subsidiary. Although the Company has identified additional manufacturers who are capable suppling the products, there can be no assurance that the Company will continue to be able to obtain products at a competitive price. Acquisitions The Company contemplates business combinations and acquisition opportunities that align with the Company’s overall strategy. Based on the facts and circumstances of the transaction, acquisitions are accounted for under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), Cash and Cash Equivalents The Company considers all highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on deposit, money market funds and certificates of deposit accounts with U.S. and global financial institutions. The Company is exposed to credit risk in the event of default by financial institutions to the extent that cash and cash equivalents balances with financial institutions are in excess of amounts that are insured including for amounts held at U.S. by the Federal Deposit Insurance Corporation. The Company has not experienced any losses on these deposits. The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the statement of cash flows in thousands as a result of the adoption of Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”): DECEMBER 31, 2019 DECEMBER 31, 2018 Cash and cash equivalents $ 6,252 $ 18,221 Restricted cash, less current portion 1,560 1,560 Total cash, cash equivalents and restricted cash $ 7,812 $ 19,781 Restricted Cash The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its June 2014 Secured Promissory Note. See Note 9 for further discussion. Accounts Receivable The carrying value of the Company’s receivables represents their estimated net realizable values. The Company generally does not require collateral and estimates any required allowance for doubtful accounts based on historical collection trends, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is recorded accordingly. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. During the years ended December 31, 2019 and 2018, no receivables balances were written off. As of December 31, 2019 and 2018, the Company had no allowance for doubtful accounts. Inventories Inventories are stated at the lower of cost or market value (net realizable value or replacement cost) and include the cost of material and external and internal labor and manufacturing costs. Cost is determined on the first-in, first-out basis. The Company provides for inventory reserves when conditions indicate that the selling price may be less than cost due to physical deterioration, obsolescence, changes in price levels or other factors. Additionally, the Company provides reserves for excess and slow-moving inventory on hand that is not expected to be sold to reduce the carrying amount of excess and slow-moving inventory to its estimated net realizable value. The reserves are based upon estimates about future demand from the Company’s customers and distributors and market conditions. During the year ended December 31, 2019, the Company recorded, as a component of cost of product revenues, adjustments to inventory reserves of $248,000 due to quantities on hand that may not be used or sold prior to expiration, and an adjustment of $969,000 as a result of actual utilization of the Company’s manufacturing plant being less than what is considered normal capacity. During the year ended December 31, 2018, the Company recorded, as a component of cost of product revenues, adjustments to inventory reserves of $579,000 due to quantities on hand that may not be used or sold prior to expiration, and an adjustment of $1,078,000 as a result of actual utilization of the Company’s manufacturing plant being less than what is considered normal capacity. Inventories, net consist of the following (in thousands): DECEMBER 31, 2019 DECEMBER 31, 2018 Raw materials $ 1,610 $ 1,844 Work in progress 783 1,580 Finished goods 5,756 4,800 $ 8,149 $ 8,224 Property, Plant and Equipment Property, plant and equipment are recorded at cost and are depreciated using the straight-line method over their estimated useful lives. The Company generally uses the following estimated useful lives for each asset category: ASSET CATEGORY ESTIMATED USEFUL LIFE Building 30 years Computer equipment 2-3 years Machinery and equipment 3-20 years Office equipment 3-5 years Furniture 3-5 years Leasehold improvements Shorter of lease term or useful life Software 3 years Maintenance, repairs and minor renewals are expensed as incurred. Expenditures that substantially increase an asset’s useful life are capitalized. The Company did not recognize any amounts related to impairment for the year ended December 31, 2019 and 2018. Intangible Assets Intangible assets are acquired individually or as part of a group at fair value. Intangible assets with definitive lives are amortized over the useful life of the intangible asset, which is the period over which the asset is expected to contribute directly or indirectly to the entity’s future cash flows. ASSET CATEGORY ESTIMATED USEFUL LIFE Customer Relationship 15 years Developed Technology 10 years Tradenames 10-15 years Non-compete 6 years In Process Research and Development 11 years The Company evaluates intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company’s intangible assets include customer relationships, patents, trademarks, and in process research and development acquired in 2019 in connection with its asset acquisition of the Jet-Ag and Jet-Oxide product lines and the Company’s acquisition of Pro Farm. The Company has not recorded impairment of intangible assets as of December 31, 2019. Impairment of Long-Lived Assets Impairment losses related to long-lived assets are recognized in the event the net carrying value of such assets is not recoverable and exceeds fair value. The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). If the carrying amount of a long-lived asset (asset group) is considered not recoverable, the impairment loss is measured as the amount by which the carrying value of the asset or asset group exceeds its estimated fair value. Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired and such excess resulted in the significant increase of goodwill from 2018 to 2019. Goodwill is reviewed for impairment on an annual basis as of the first day of the Company’s fiscal fourth quarter or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. Due to the short time lapse between the date of acquisitions of Pro Farm and the Jet-Ag and Jet-Oxide product lines and the balance sheet date, no formal assessment of impairment has been completed for the year ended December 31, 2019. Fair Value Accounting Standards Codification (“ASC”) 820, Fair Value Measurements ASC 820 requires that the valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 establishes a three-tier value hierarchy, which prioritizes inputs that may be used to measure fair value as follows: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. As of December 31, 2019, the contingent consideration in connection with the Company’s acquisition of Pro Farm was recorded at its fair value. The following table provides a reconciliation of the activity for the contingent consideration measured between the most recent reporting period and as of the balance sheet date based on the fair value using significant inputs including the unobservable inputs (Level 3) (in thousands): CONTINGENT CONSIDERATION Fair value at September 13, 2019 $ 1,395 Change in estimated fair value recorded of contingent consideration 342 Fair value at December 31, 2019 $ 1,737 The change in fair value for the reporting period was driven by the result of the unobservable fair value model, a Monte Carlo simulation in a risk-neutral framework assuming Geometric Browning Motion. The most significant input to the model was the estimated results of the Pro Farm subsidiary for the periods specified in the share purchase agreement of 2020 – 2023. The following represents other inputs used in determining the fair value of the contingent consideration liability: SEPTEMBER 13, DECEMBER 31, 2019 2019 Discount rate 16.4 % 15.2 % Volatility 38.2 % 33.6 % Credit spread 11.1 % 10.8 % Risk-free rate 1.75 % 1.66 % Discount Rate Estimated Volatility Factor Credit Spread Interest Rate The change in the fair value estimate is recognized in the Company’s consolidated statement of operations in Other Income (expense) under caption Change in fair value of contingent consideration. The contingent consideration will be determined at each reporting period and will be settled with the issuance of the Company’s common shares. The Company had no financial liabilities measured at fair value as of December 31, 2018, however during 2018 the Company estimated the fair value of the derivative liability using an Option Pricing Model for the period January 11-17, 2018 on issuance of additional derivative liability commensurate with the receipt of additional principle under the convertible note, and upon extinguishment of the convertible note on February 5, 2018 (See Note 18). The fair value was subjective and was affected by certain significant inputs to the valuation model, which are disclosed in the table below. The fair value of the derivative liability was based upon the outputs of the Option Pricing Model probability-weighted to reflect three different conversion option exercise dates. As the Option Pricing Model estimates the fair value of derivative liability using unobservable inputs, it is considered to be a Level 3 fair value measurement. The periodic changes in the estimated fair value between the collective issuance dates, at each reporting period, and on the extinguishment of the convertible note, resulted in the Company recognizing a net loss from the total change in estimated fair market value of the derivative liabilities during December 31, 2018, as shown in the tables below. This loss is included in the change in estimated fair value of derivative liability in the Company’s consolidated statement of operations. The following table provides a reconciliation of the activity for the derivative liability measured between the most recent reporting period and as of the balance sheet date based on the fair value using significant inputs including the unobservable inputs (Level 3) (in thousands): DERIVATIVE Fair value at December 31, 2017 $ 674 Derivative liability issued 573 Change in estimated fair value recorded of financial instruments 5,177 Derivative liability extinguished (6,424 ) Fair value at December 31, 2018 $ — The following table represents the significant inputs used in determining the fair value of the derivative liability: FEBRUARY 5, JANUARY 11-17, 2018 2018 Price $ 0.50 $ 1.00 Stock Price volatility 60 % 60 % Risk-free rate 1.46 % 1.43 % Probability weighted term in years 0.18 0.23 – 0.25 Expected Life Estimated Volatility Factor Interest Rate Expected Dividend Yield Deferred Revenue Under ASC 606, when the Company receives consideration, or such consideration is unconditionally due, from a customer prior to transferring control of goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. The Company recognizes deferred revenue as net sales after the Company has transferred control of the goods or services to the customer and all revenue recognition criteria are met. The Company’s deferred revenue is broken out as follows: DECEMBER 31, 2019 DECEMBER 31, 2018 Product revenues $ 299 $ 457 Financing costs (1) 609 604 License revenues 1,505 1,776 2,413 2,837 Less current portion (427 ) (438 ) $ 1,986 $ 2,399 (1) Financing costs relate to the implementation of ASC 606. Refer to the Company’s revenue recognition policy in this note. Revenue Recognition On January 1, 2018, the Company adopted ASC 606 and all the related amendments (“the new revenue standard”) and applied it to all contracts using the modified retrospective method. The cumulative effect of initially applying the new revenue standard was an adjustment to the opening balance of accumulated deficit. Upon the adoption of ASC 606, we made an adjustment to the opening balance of accumulated deficit of $2.3 million which reduced the recorded deferred product revenues and deferred cost of product revenues by approximately $5.4 million and $3.1 million, respectively, in the consolidated balance sheet. Under ASC 606, the Company recognizes revenue for product sales at a point in time following the transfer of control of such products to the customers, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. The Company may enter into contracts in which the standalone selling prices (“SSP”) is different from the amount the Company is entitled to bill the customer. As of December 31, 2019 and 2018, deferred product revenue in the amount of $0.3 million and $0.5 million, respectively, associated primarily with billings in excess of SSP. Product revenues consist of revenues generated from sales of the Company’s products to distributors and direct customers, net of rebates and cash discounts. Product Sales. Licenses Revenues. Financing Component Revenues. Revenue recognition requires the Company to make a number of estimates that include variable consideration. For example, customers may receive sales or volume-based pricing incentives or receive incentives for providing the Company with marketing-related information. The Company makes estimates surrounding variable consideration and the net impact to revenues. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives and the likelihood that customers will achieve them. In the event estimates related to variable consideration change, the cumulative effect of these changes is recognized as if the revised estimates had been used since revenue was initially recognized under the contract. Such revisions could occur in any reporting period, and the effects may be material. From time to time, the Company offers certain product rebates to its distributors and growers, which are estimated and recorded as reductions to product revenues, and an accrued liability is recorded at the later of when the revenues are recorded, or the rebate is being offered. Contract Assets. Contract Liabilities. Research, Development and Patent Expenses Research and development expenses include payroll-related expenses, field trial costs, toxicology costs, regulatory costs, consulting costs and lab costs. Patent expenses include legal costs relating to the patents and patent filing costs. These costs are expensed to operations as incurred. During the years ended December 31, 2019 and 2018, research and development expenses totaled $12,924,000 and $9,681,000, respectively, and patent expenses totaled $1,102,000 and $981,000, respectively. Shipping and Handling Costs Amounts billed for shipping and handling are included as a component of product revenues. Related costs for shipping and handling have been included as a component of cost of product revenues. Shipping and handling costs for the year ended December 31, 2019 and 2018 were $1,180,000 and $837,000, respectively. Advertising The Company expenses advertising costs as incurred and has included these expenses as a component of Selling, General and Administrative costs. Advertising costs for the years ended December 31, 2019 and 2019 were $708,000 and $1,022,000, respectively. Share-Based Compensation The Company recognizes share-based compensation expense for all stock options and restricted stock units granted to employees and directors based on estimated fair values. The Company estimates the fair value of restricted stock units based on the closing bid price of the Company’s common stock on the date of grant. The Company estimates the fair value of stock options on the date of grant using an option-pricing model. The value of the portion of the stock options that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period. Forfeitures are estimated on the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses the Black-Scholes-Merton option-pricing model to calculate the estimated fair value of stock options on the measurement date (generally, the date of grant). The required inputs in the option-pricing model include the expected life of the stock options, estimated volatility factor, risk-free interest rate and expected dividend yield. These inputs are subjective and generally require significant judgment. During the years ended December 31, 2019 and 2018, the Company calculated the fair value of stock options granted based on the following assumptions: DECEMBER 31, 2019 DECEMBER 31, 2018 Expected life (years) 5.33-6.08 2.51-6.08 Estimated volatility factor 51%-54 % 53%-58 % Risk-free interest rate 1.41%-2.44 % 2.42%-2.98 % Expected dividend yield — — Expected Life Share-Based Payment Simplified Method for Plain Vanilla Share Options Estimated Volatility Factor Risk-Free Interest Rate Expected Dividend Yield Estimated Forfeitures Warrants The warrants granted in connection with the February 2018 Financing Transactions were accounted for in equity. In connection with the February 2018 Financing Transactions, the Company estimated the fair value of the warrants issued using an Option Pricing Model. The fair value is subjective and is affected by certain significant inputs to the valuation model, which are disclosed in the table below. FEBRUARY 5, 2018 Contractual life (years) 2.9 Estimated volatility factor 55 % Risk-free interest rate 2.13 % Expected dividend yield — Contractual Life Estimated Volatility Factor Risk-Free Interest Rate Expected Dividend Yield Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. To the extent that deferred tax assets cannot be recognized under the preceding criteria, the Company establishes valuation allowances, as necessary, to reduce deferred tax assets to the amounts expected to be realized. As of December 31, 2019 and 2018, all deferred tax assets, except the deferred tax liability generated during the year related to foreign entities, were fully offset by a valuation allowance. The realization of deferred tax assets is dependent upon future federal, state and foreign taxable income. The Company’s judgments regarding deferred tax assets may change due to future market conditions, as the Company expands into international jurisdictions, due to changes in U.S. or international tax laws and other factors. These changes, if any, may require material adjustments to the Company’s deferred tax assets, resulting in a reduction in net income or an increase in net loss in the period in which such determinations are made. The Company recognizes liabilities for uncertain tax positions based upon a two-step process. To the extent that a tax position does not meet a more-likely-than-not level of certainty, no benefit is recognized in the consolidated financial statements. If a tax position meets the more-likely-than-not level of certainty, it is recognized in the consolidated financial statements at the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company’s policy is to analyze the Company’s tax positions taken with respect to all applicable income tax issues for all open tax years in each respective jurisdiction. As of December 31, 2019, the Company concluded that there were no additional uncertain tax positions required to be recognized in its consolidated financial statements. In connection with the Company’s acquisition of Pro Farm, the Company acquired approximately $22,000 in uncertain tax position. The Company recognizes interest and penalties related to income tax matters in income tax expense. No amounts were recognized for interest and penalties during the year ended December 31, 2019. In connection with the Company’s acquisition of Pro Farm, amounts of interest and penalties were not significant or material. Foreign Currency The functional currency of the Company’s subsidiary Pro Farm is the U.S. dollar. Assets and liabilities have been translated to the U.S. dollar reporting currency using the exchange rates in effect on the consolidated balance sheet dates. Equity accounts are translated at historical rates, except for the change in retained earnings during the year which is the result of the income statement translation process. Revenue and expense accounts are translated using the weighted average exchange rate during the period. The cumulative translation adjustments associated with the net assets of foreign subsidiaries and the Company’s normal operations are recorded in “Other income (expense)” in the consolidated statement of operations in the amounts of $0.1 million and $0.05 million for the periods ended December 31, 2019 and 2018, respectively. Comprehensive Loss Comprehensive loss represents the net loss for the period adjusted for the results of certain changes to stockholders’ equity that are not reflected in the consolidated statements of operations, if applicable. From time to time the Company is impacted by foreign currency translation in the consolidation of the Company’s subsidiaries and receipt of payment from customers and payment to vendors. Segment Information The Company is organized as a single operating segment, whereby its chief operating decision maker assesses the performance of and allocates resources to the business as a whole. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (Topic 842) Leases: Amendments to the FASB Accounting Standards Codifications (“ASU 2016-02”), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The Company adopted ASU 2016-02 on January 1, 2019 using the modified-retrospective method. This adoption primarily affected the Company’s consolidated balance sheet based on the recording of Right-of-use assets and Lease liability, current and non-current for its operating leases. The adoption of ASU 2016-02, did not change the Company’s historical classification of these leases or the straight-line recognition of related expenses. See Note 2 for the effects of the adoption of ASU 2016-02 on the Company’s consolidated financial statements as of January 1, 2019 and for the year ended December 31, 2019. The adoption of this standard had a material impact on the Company’s consolidated financial statements and is expected to continue to have a material impact for the foreseeable future. In January 2017, the FASB issued Accounting Standards Updated No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business which adds guidance to assist registrants in the determination of whether an acquisition (or disposal) represents assets or a business – inputs, processes, and outputs. The update provides a screen to determine when an asset is not a business. If substantially all of the fair value of the assets acquired (or disposed) is concentrated in a single asset or a group of similar identifiable assets, the acquired assets do not represent a business. If this test is not met, the update provides further guidance to evaluate if the acquisition represents a business. The Company prospectively adopted the guidance in the third quarter of fiscal 2019. The adoption primarily impacted the Company’s consolidated balance sheet based on the accounting treatment for the Jet-Ag Acquisition (as defined below) which could have otherwise been treated as a business combination had the acquired asset not met the screen test outlined in the ASU. The Company did not perform further analysis related to the treatment of the Jet-Ag Acquisition upon the results of the screen test. See Note 2 for the effects of the adoption of ASU 2017-01 on the Company’s consolidated financial statements as of July 1, 2019 and for year ended December 31, 2019. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and may have a material impact for the foreseeable future based on the actual occurrence of any business combination related activities. Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 introduces a new forward-looking approach, based on expected losses, to estimate credit losses |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Jet-Ag and Jet-Oxide On September 10, 2019, the Company completed the purchase of substantially all rights and assets related to the Jet-Ag and Jet-Oxide product lines from Austin Grant, Inc., a Florida corporation d/b/a Jet Harvest Solutions, for approximately $2,534,000 in cash, of which $544,200 was paid upon closing and the remainder is to be paid in four installments over an 16-month window (the “Jet-Ag Acquisition”). The Jet-Ag Acquisition is accounted for as an asset acquisition consistent with ASC 2017-01, which requires that substantially all of the fair value of the gross assets acquired is concentrated in a single asset or a group of similar assets. The asset purchase agreement also contains a provision providing five yearly earn out payments from 2020 through 2024 based on the Company’s total future sales of Jet-Ag and Jet-Oxide purchased through a specified supplier. The fair value of the contingent consideration was estimated at $190,000 on the close date of the transaction, which the Company has included in its total cost to be allocated to the acquired assets. The Company intends to assess its contingent consideration estimate periodically upon the settlement of the revenue contingency at each reporting period. Acquisition costs of $168,000 were also included in the total consideration for the Jet-Ag Acquisition to be allocated among the acquired assets. The allocation of the total consideration was based on each of the acquired asset’s relative fair values as follows (in thousands): ALLOCATION OF COST OF Cash paid, inclusive of future payments $ 2,534 Fair value of contingent consideration 190 Other cost to acquire assets 168 Total acquisition related consideration $ 2,892 Intangible assets acquired: Customer relationships $ 2,333 Tradename 466 Non-compete 93 Total assets acquired $ 2,892 The fair value of the acquired customer list, trade name, non-compete were estimated using either an excess earning method, relief-from-royalty or with and without the asset being in place, based on management’s forecasted cash inflows and outflows. Each of the intangible assets are being amortized within the expense reflected in “Selling, general and administrative” expenses in the consolidated statement of operations. Pro Farm Technologies OY On September 13, 2019, the Company completed its acquisition of 100% of the outstanding shares of Pro Farm Technologies OY, a Finnish limited company (“Pro Farm”) for consideration of approximately $27,543,000 (the “Pro Farm Acquisition”), net of cash acquired. Total consideration consisted of cash payments of $2,843,000 to beneficial owners and $3,178,000 in debt repayments made on behalf of Pro Farm, issuance of a total of 12,666,000 of the Company’s common stock, at the closing market price of $1.59, for an aggregate fair value of $20,299,000, inclusive of 100,000 restricted stock units at a fair value of $159,000 awarded to a key employee and the fair value of up to $7,466,000 of contingent consideration subject to the achievement of certain distributor, revenue, earnings before interest, taxes, depreciation and amortization, and debt and equity milestones from the date of the closing through December 31, 2024, fair valued at $1,395,000. The contingent consideration will be determined at the end of each reporting period and settled through the issuance of the Company’s common shares. The Pro Farm acquisition meets the definition of a business in accordance with ASC 805. The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’s future revenues and product portfolio and the expected revenue growth from increased market penetration. The goodwill is not deductible for income tax purposes. Certain estimated fair values are not yet finalized and are subject to change, which could be significant. The Company expects to finalize its purchase accounting by the end of the second quarter of fiscal year 2020 when it has completed its assessment of certain consideration adjustments and completed the assessment of deferred taxes. Amounts for acquired current assets and liabilities, deferred tax liabilities, intangibles and goodwill also remain subject to change. The preliminary estimated fair values of the assets acquired, and liabilities assumed are as follows (in thousands): PRELIMINARY ALLOCATION AT DECEMBER 31, 2019 Accounts receivable $ 583 Inventory 523 Other current assets 211 Investments in subsidiary 537 Intangible assets: Developed technology 16,362 Tradename 2,659 In process research and development 2,713 Goodwill 6,764 Total assets acquired 30,352 Accounts payable 432 Accrued liabilities 779 Debt 1,612 Minority interest (14 ) Net assets acquired $ 27,543 Cash paid, net of cash acquired 5,849 Fair Value of stock consideration 20,299 Fair value of contingent consideration 1,395 Total purchase price $ 27,543 Tangible assets and liabilities acquired were recorded at their preliminary fair values on the date of close based on management’s preliminary assessment. Included in the tangible assets acquired is an investment a 12% interest in a Russian manufacturing plant and which been accounted for under Accounting Standard Codification 325 – Investments Other, Cost Method Investments. Acquisition costs are recorded in “Selling, general and administrative” expenses as incurred. As of December 31, 2019 the Company has incurred expenses of $3,084,000 in connection with the Pro Farm Acquisition. The Pro Farm Acquisition was financed partially through the warrant holders’ purchase of 10,000,000 shares of the Company’s common stock in connection with the Company’s exercise of its warrant call option under the Warrant Reorganization Agreement (see Note 10). The consolidated statement of operation include $1,433,000 of product revenues and $1,520,000 of operating expenses from Pro Farm for the period from September 14, 2019 through December 31, 2019. The Company’s consolidated results as of December 31, 2019 include amounts related to a 1% non-controlling interest in Pro Farm’s Brazilian subsidiary, deemed to be immaterial to the consolidated financial statements. The following unaudited pro forma results of operations assume the Pro Farm acquisition had occurred on January 1, 2018 (in thousands): PRO FORMA DECEMBER 31, 2019 PRO FORMA DECEMBER 31, 2018 Product revenues $ 30,362 $ 21,383 Cost of product revenues 13,630 11,211 Gross profit 16,732 10,172 Operating expenses 43,956 33,367 Loss from operations $ (27,224 ) $ (23,195 ) Basic and Diluted net loss per common share $ (0.30 ) $ (0.20 ) Significant pro forma adjustments incorporated into the pro forma results above include elimination of nonrecurring acquisition-related costs incurred prior to the close of the Pro Farm Acquisition, amortization of acquired intangible assets. These pro forma results are based on estimates and assumptions, which the Company believes are reasonable. They are prepared for comparative purposes only and do not necessarily reflect the results that would have been realized had the Pro Farm Acquisition occurred at the beginning of the periods ended December 31, 2019 and 2018, and are not necessarily indicative of the Company’s consolidated results of operations in future periods. |
Right of Use Assets and Lease L
Right of Use Assets and Lease Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Right of Use Assets and Lease Liabilities | 4. Right of Use Assets and Lease Liabilities In September 2013 and then amended in April 2014, the Company entered into a lease agreement for approximately 27,300 square feet of office and laboratory space located in Davis, California. The initial term of the lease was for a period of 60 months and commenced in August 2014. In November 2018, the Company exercised the first lease extension option, extending the lease term for an additional 60 months. The monthly base rent is $44,000 per month for the first 12 months with a 3% increase each year thereafter. Concurrent with the April 2014 lease agreement, the Company entered into a lease agreement with an affiliate of the landlord to lease approximately 17,400 square feet of office and laboratory space in the same building complex in Davis, California. The initial term of the lease was for a period of 60 months and commenced in August 2014. The monthly base rent is $28,000 with a 3% increase each year thereafter. In November 2018, we exercised the first lease extension option, extending the lease term for an additional 60 months. On January 19, 2016, the Company entered into an agreement with a sublessee to sublease approximately 3,800 square feet of vacant office space located in Davis, California pursuant to the terms of its lease agreement. The initial term of the sublease is for a period of approximately 43 months and commenced on February 1, 2016. The monthly base rent is approximately $5,000 per month for the first 12 months with a 5% increase each year thereafter. The lease was not renewed and was on a month to month arrangement through November 2019. On January 1, 2019, the Company adopted ASU No. 2016-02, “Leases (Topic 842)” (ASU 2016-02) using the modified retrospective transition method allowing it to apply the new standard at the adoption date and to recognize a cumulative-effect adjustment to the opening balance of retained earnings on the date of adoption. Under this transition method, the prior comparative period continues to be reported under the accounting standards in effect for that period. The Company elected to use the package of practical expedients permitted which allows (i) an entity not to reassess whether any expired or existing contracts are or contain leases; (ii) an entity need not reassess the lease classification for any expired or existing leases; and (iii) an entity need not reassess any initial direct costs for any existing leases. The Company made an accounting policy election to adopt the short-term lease exception which allows the Company to not recognize on the balance sheet those leases with terms of 12 months or less resulting in short-term lease payments being recognized in the condensed consolidated statements of income on a straight-line basis over the lease term. All of the Company’s leases were previously classified as operating and are similarly classified as operating lease under the new standard. Adoption of the new standard resulted in recognition of both right-of-use assets and lease liabilities of approximately $5,324,000 and $5,510,000 as of January 1, 2019, respectively, inclusive of any deferred rent as of December 31, 2018. As the right-of-use assets and lease liabilities were substantially the same at adoption, the Company did not record a cumulative effect adjustment to the opening balance of retained earnings. The Company’s operating leases have remaining terms ranging from less than one year to five years. The leases are for office space and various office equipment. The Company determines if an arrangement includes a lease at the inception of the agreement and the right-of-use asset and lease liability is determined at the lease commencement date and is based on the present value of estimated lease payments. The Company’s lease agreements contain both fixed and variable lease payments, none of which are based on a rate or an index. Fixed lease payments are included in the determination of the right-of-use asset and lease liability. Variable lease payments that are not based on a rate or index are expensed when incurred. The present value of estimated lease payments is determined utilizing the rate implicit in the lease agreement if that rate can be determined. If the implicit rate cannot be determined, the present value of estimated lease payments is determined utilizing the Company’s incremental borrowing rate. The incremental borrowing rate is determined at the lease commencement date and is estimated utilizing similar or collateralized borrowing instruments adjusted for the terms of leasing arrangement as necessary. Some of the leases include an option to renew that can extend the lease term. For those leases which are reasonably certain to be renewed, the Company included the renewal period in the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of December 31, 2019, the weighted average incremental borrowing rate and the weighted average remaining lease term for the operating leases held by the Company were 7.02% and 4.7 years, respectively. The components of lease expense were as follows (in thousands): YEAR ENDED DECEMBER 31, 2019 Operating lease cost $ 1,154 Short-term lease cost 88 Sublease income (93 ) Total operating lease costs: $ 1,149 Other information (in thousands) YEAR ENDED DECEMBER 30, 2019 Cash paid for amounts included in the measurement of lease liabilities $ 1,393 Right-of-use assets obtained in exchange for operating lease liabilities $ 1,204 Maturities of lease liabilities for each future calendar year as of December 31, 2019 are as follows (in thousands): OPERATING LEASES 2020 $ 1,179 2021 1,202 2022 1,238 2023 1,275 2024 and beyond 864 Total lease payments 5,758 Less: imputed interest 875 Total lease obligation 4,883 Less lease obligation, current portion 913 Lease obligation, non-current portion $ 3,970 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 5. Property, Plant and Equipment Property, plant and equipment consist of the following (in thousands): DECEMBER 31, 2019 DECEMBER 31, 2018 Land $ 1 $ 1 Buildings 6,562 6,528 Computer equipment and software 564 528 Furniture, fixtures and office equipment 379 347 Machinery and equipment 15,768 15,701 Leasehold improvements 2,410 2,373 Construction in progress 155 95 25,839 25,573 Less accumulated depreciation and amortization (12,579 ) (11,061 ) $ 13,260 $ 14,512 The Company recognized depreciation and amortization expense during the years ended December 31, 2019 and 2018 of $1,565,000 and $1,890,000, respectively. The total depreciation and amortization for disposed assets during the year ended December 31, 2019 was $48,000. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets The Company’s intangible assets acquired through its asset purchase of Jet-Ag and Jet-Oxide product lines and Pro Farm during the year ended December 31, 2019, consist of the following (in thousands): DECEMBER 31, 2019 Customer Relationships $ 2,333 Developed Technology 16,362 Tradenames 3,125 Non-compete 93 In Process Research and Development 2,713 24,626 Less accumulated amortization (784 ) $ 23,842 The Company recognized amortization expense during the year ended December 31, 2019 of $784,000. The Company expects to recognize approximately $3,106,000 in each of the future periods from 2020 through 2024 with the remainder to recognized in periods thereafter. The weighted average life of the intangible assets is 10.8 years. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 7. Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, restricted stock units, convertible notes, convertible preferred stock and warrants, result in the issuance of common stock which share in the losses of the Company. Certain potential shares of common stock have been excluded from the computation of diluted net loss per share for certain periods as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce the loss per share. The treasury stock method has been applied to determine the dilutive effect of options and warrants. The following table sets forth the potential shares of common stock as of the end of each period presented that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive (in thousands): DECEMBER 31, 2019 DECEMBER 31, 2018 Stock options outstanding 11,821 7,136 Warrants to purchase common stock 52,647 52,647 Restricted stock units outstanding 2,405 1,146 Common shares to be issued in lieu of agent fees 498 498 Employee stock purchase plan 8 — Maximum contingent consideration shares to be issued 5,972 — 73,351 61,427 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities consist of the following (in thousands): DECEMBER 31, 2019 DECEMBER 31, 2018 Accrued compensation $ 2,730 $ 2,570 Accrued warranty costs 327 320 Accrued customer incentives 5,102 2,170 Accrued liabilities, acquisition related 1,722 - Accrued liabilities, other 2,586 1,811 $ 12,467 $ 6,871 The Company warrants the specifications and/or performance of its products through implied product warranties and has extended product warranties to qualifying customers on a contractual basis. The Company estimates the costs that may be incurred during the warranty period and records a liability in the amount of such costs at the time product is shipped. The Company’s estimate is based on historical experience and estimates of future warranty costs as a result of increasing usage of the Company’s products. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amount as necessary. Changes in the Company’s accrued warranty costs during the period are as follows (in thousands): Balance at December 31, 2018 $ 320 Warranties issued (released) during the period 138 Settlements made during the period (131 ) Balance at December 31, 2019 $ 327 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Debt, including debt due to related parties, consists of the following (in thousands): DECEMBER 31, 2019 DECEMBER 31, 2018 Secured promissory notes (“October 2012 and April 2013 Secured Promissory Notes”) bearing interest at 8.00% per annum, interest and principal due at maturity (December 31, 2022), collateralized by substantially all of the Company’s assets $ 3,425 $ 3,425 Secured promissory note (“June 2014 Secured Promissory Note”) bearing 8,404 8,639 Secured revolving borrowing (“LSQ Financing”) bearing interest at (12.80% annually) payable through the lenders direct collection of certain accounts receivable through March 2020, collateralized by substantially all of the Company’s personal property. 3,629 2,073 Senior secured promissory notes due to related parties (“August 2015 7,300 7,300 Research loan facility (“2018 Research Facility”) bearing interest at 1.00% per annum, interest payments are due annually on the anniversary date of the facility with principal payable in 25% increments on the anniversary date of the facility beginning on the fourth anniversary of the loan (September 2022), net of imputed interest as of December 31, 2019 of $8. 81 — Financial institution facility (“2018 Bank Facility”) bearing interest at Euribor plus 2.40% (2.60% as of December 31, 2019) per annum, interest payable monthly and principal payable at maturity (February 29, 2020), 60% guaranteed by Export Credit Agency of Finland for a fee of 2.49% 207 — Debt, including debt due to related parties $ 23,046 $ 21,437 Less debt due to related parties, non-current (7,300 ) (7,300 ) Less current portion (3,899 ) (2,318 ) Debt, non-current $ 11,847 $ 11,819 As of December 31, 2019, aggregate contractual future principal payments on the Company’s debt, including debt due to related parties, are due as follows (in thousands): PERIOD ENDING DECEMBER 31, DEBT DEBT TO RELATED PARTY 2020 $ 4,125 $ - 2021 311 - 2022 2,805 5,000 2023 379 2024 403 - Thereafter 6,940 - Total future principal payments 14,963 5,000 Interest payments included in debt balance (1) 976 2,300 $ 15,939 $ 7,300 (1) Due to the debt extinguishment requirement, the Company has included both accrued interest and future interest in the debt balance for certain outstanding debt, as further discussed in Notes 9 and 18. The fair value of the Company’s outstanding debt obligations, which excludes debt due to related parties, as of December 31, 2019 and 2018 was $15,746,000 and $14,137,000, respectively. For the October 2012 and April 2013 Secured Promissory Notes, the debt was valued by applying the ratio of the value of common stock the lender agreed to take as consideration in connection with the Securities Purchase Agreement (Note 18) and applying this ratio to the outstanding principal balance. The Company used 7.25%, the current interest rate, to value the variable rate debt. This debt is classified as Level 3 within the fair value hierarchy. The debt entered into during 2017 was valued using the outstanding principal balance. The following is a reconciliation of interest expense for the debt outstanding during the year ended December 31, 2019 and 2018 (in thousands): DECEMBER 31, 2019 INTEREST EXPENSE RELATED PARTY, NET NON-CASH June 2014 Secured Promissory Note $ 674 $ — $ 20 LSQ Financing 429 — — ASC 606 Financing Component (2) 256 — 257 Other 115 — — $ 1,474 $ — $ 277 DECEMBER 31, 2018 INTEREST EXPENSE RELATED PARTY, NET NON-CASH October 2012 and April 2013 Secured Promissory Notes $ 213 $ — $ 13 June 2014 Secured Promissory Note 638 — 21 Secured December 2017 Convertible Note (1) 529 — 480 LSQ Financing 361 — 57 August 2015 Senior Secured Promissory Note — 451 113 ASC 606 Financing Component (2) 310 — 310 Capital leases and other 6 — — $ 2,057 $ 451 $ 994 (1) This agreement was terminated in February 2018 (2) The Company adopted ASC 606 on January 1, 2018. October 2012 and April 2013 Secured Promissory Notes On October 2, 2012, the Company borrowed $7,500,000 pursuant to senior notes (“October 2012 Secured Promissory Notes”) with a group of lenders. On April 10, 2013 (“Conversion Date”), the Company entered into an amendment to increase, by up to $5,000,000, the amount available under the terms of the loan agreement with respect to the October 2012 Secured Promissory Notes. Under this amendment, an additional $4,950,000 was issued in partial consideration for $3,700,000 in cash received and in partial conversion for the cancellation of a $1,250,000 subordinated convertible note (collectively, “April 2013 Secured Promissory Notes”). The total amount borrowed under the amended loan agreement for the October 2012 Secured Promissory Notes and the April 2013 Secured Promissory Notes increased from $7,500,000 to $12,450,000 as of the Conversion Date. The October 2012 and April 2013 Secured Promissory Notes bore interest at 14% at until February 5, 2018. On February 5, 2018, the Company converted, pursuant to an amendment, dated December 15, 2017, to the October 2012 and April 2013 Secured Promissory Notes, $10,000,000 aggregate principal amount of indebtedness outstanding under the October 2012 and April 2013 Secured Promissory Notes to an aggregate of 5,714,285 shares of common stock and warrants to purchase 1,142,856 shares of common stock (such conversion, the “Snyder Debt Conversion”), such that $2,450,000 of principal under the October 2012 and April 2013 Secured Promissory Notes is outstanding as of December 31, 2018. Simultaneously with the Snyder Debt Conversion, the maturity of the October 2012 and April 2013 Secured Promissory Notes was extended to December 31, 2022 (“Maturity Date”), the interest was reduced from 14% to 8% and all interest payments under the October 2012 and April 2013 Secured Promissory Notes were deferred to the Maturity Date. This loan is collateralized by substantially all of the Company’s assets. The October 2012 and April 2013 Secured Promissory Notes contain representations and warranties by the Company and the lender, certain indemnification provisions in favor of the lenders and customary covenants (including limitations on other debt, liens, acquisitions, investments and dividends), and events of default (including payment defaults, breaches of covenants, a material impairment in the lender’s security interest or in the collateral, and events relating to bankruptcy or insolvency). The October 2012 and April 2013 Secured Promissory Notes contain several restrictive covenants. The Company is in compliance with all related covenants, or has received an appropriate waiver of these covenants. In conjunction with the Snyder Debt Conversion, the Company accounted for the partial debt extinguishment under the troubled debt restructuring accounting guidance. The Company recognized a gain of $3,015,000 for the year ended December 31, 2018 on partial extinguishment of the October 2012 and April 2013 Secured Promissory Notes, which included the recognition of the debt discount. Because the Company recognized a gain on the partial extinguishment of debt, the Company was required to include all future interest and additional consideration, which included accrued interest, under the terms of this agreement as a reduction of the gain. As a result, the amount of the debt on the Company’s consolidated balance sheet related to the October 2012 and April 2013 Secured Promissory Notes is $3,425,000, as compared to $2,450,000 of contractual principal outstanding thereunder. Going forward, subject to future amendments to debt agreement or costs, the Company will not recognize future interest expense on the October 2012 and April 2013 Secured Promissory Notes. The accounting for the change due to the Snyder Debt Conversion is as follows (in thousands): Principal (pre-conversion) $ 12,450 Discount (pre-conversion) (134 ) Consideration of common stock and warrants provided at conversion (6,196 ) Gain on extinguishment (2,695 ) Principal and future interest at December 31, 2018 $ 3,425 Additionally, in conjunction with the terms of the October 2012 Secured Promissory Notes and the April 2013 Secured Promissory Notes, the Company agreed to pay a fee of 7% of the funded principal amount to the agent that facilitated the 2018 February Financing Transactions between the Company and the collective lenders. As part of the Snyder Debt Conversion, the Company renegotiated the Agent Fee, which resulted in 498,000 shares to the Company’s common stock in lieu of a cash payment for services. These shares are issuable at the Maturity Date of the note. The Company has included this liability in other non-current liabilities. The change in the value of the agent fee and the fair value of the common stock granted in lieu of cash was also included in the gain on partial extinguishment of debt as follows: Agent fee, included in other liabilities, long term (pre-conversion) $ 827 Gain on extinguishment (319 ) Agent fee payable in common shares $ 508 June 2014 Secured Promissory Note In June 2014, the Company borrowed $10,000,000 pursuant to a business loan agreement and promissory note (“June 2014 Secured Promissory Note”) with Five Star Bank (“Lender”) which bears interest at 6.75% as of December 31, 2019. The interest rate is subject to change and is based on the prime rate plus 2.00% per annum. The June 2014 Secured Promissory Note is repayable in monthly payments of $72,482 and adjusted from time-to-time as the interest rate changes, with the final payment due in June 2036. Certain of the Company’s deposit accounts and MMM LLC’s inventories, chattel paper, accounts, equipment and general intangibles have been pledged as collateral for the promissory note. The Company is required to maintain a deposit balance with the Lender of $1,560,000, which is recorded as restricted cash included in non-current assets. In addition, until the Company provides documentation that the proceeds were used for construction of the Company’s manufacturing plant, proceeds from the loan will be maintained in a restricted deposit account with the Lender. The total amount of finance related cost related to this debt initially was $304,000, currently treated as a debt discount and is being amortized over the life of the loan. The Company may prepay 20% of the outstanding principal loan balance each year without penalty. A prepayment fee of 10% will be charged if prepayments exceed 20% in the first year, and the prepayment fee will decrease by 1% each year for the first ten years of the loan. Under this note the Company is required to maintain a current ratio of not less than 1.25-to-1.0, a debt-to-worth ratio of no greater than 4.0-to-1.0 and a loan-to-value ratio of no greater than 70% as determined by Five Star Bank. The Company is also required to comply with certain affirmative and negative covenants under the loan agreement discussed above. In the event of default on the debt, Five Star Bank may declare the entire unpaid principal and interest immediately due and payable. As of December 31, 2019, the Company was in compliance with each of these covenants (the current ratio, debt to worth ratio, and a loan-to-value ratio of no greater than 70%), however would not be in compliance with the material adverse situation given the Company’s current going concern assessment and compensation limitation increases. As such, the Company has obtained a waiver from the lender for the non-compliance through May 30, 2021. The following table reflects the activity under this note: Principal balance, net at December 31, 2018 $ 8,639 Principal payments (908 ) Interest 653 Debt discount amortization 20 Principal balance, net at December 31, 2019 $ 8,404 LSQ Financing On March 24, 2017, the Company entered into an Invoice Purchase Agreement (the “LSQ Financing”) with LSQ Funding Group, L.C. (“LSQ”), pursuant to which LSQ may elect to purchase up to $7,000,000 of eligible customer invoices from the Company. The Company’s obligations under the LSQ Financing are secured by a lien on substantially all of the Company’s personal property; such lien is first priority with respect to the Company’s accounts receivable, inventory, and related property, pursuant to an intercreditor agreement, dated March 22, 2017 (the “Three Party Intercreditor Agreement”), with administrative agents for the October 2012 and April 2013 Secured Promissory Notes holders and the August 2015 Senior Secured Promissory Notes holders. Advances by LSQ may be made at an advance rate of up to 80% of the face value of the receivables being sold. Upon the sale of the receivable, the Company will not maintain servicing. LSQ may require the Company to repurchase accounts receivable if (i) the payment is disputed by the account debtor, with the purchaser being under no obligation to determine the bona fides of such dispute, (ii) the account debtor has become insolvent or (iii) upon the effective date of the termination of the LSQ Financing. LSQ will retain its security interest in any accounts repurchased from the Company. The Company will also pay to LSQ (i) an invoice purchase fee equal to 1% of the face amount of each purchased invoice, at the time of the purchase, and (ii) a funds usage fee equal to 0.035%, payable monthly in arrears. An aging and collection fee is charged at the time when the purchased invoice is collected, calculated as a percentage of the face amount of such invoice while unpaid (which percentage ranges from 0% to 0.35% depending upon the duration the invoice remains outstanding). The LSQ Financing will be effective for one year with automatic one-year renewals thereafter unless terminated by the Company at least 60 and not greater than 90 days from the end of the then-effective term; a termination fee is due upon early termination by the Company if such termination is not requested within such 30-day window. LSQ may terminate this agreement with 30 days written notice at which time the LSQ Financing will be terminated at the earlier of the 30-day period, the end of the current term, or the end of the then renewal term. The events of default under the LSQ Financing include failure to pay amounts due, failure to turn over amounts due to LSQ within a cure period, breach of covenants, falsity of representations, and certain insolvency events. The Company incurred $215,000 in financing-related costs as part of the LSQ Financing that were recorded as a debt discount and amortized to interest expenses over the initial one-year term. In March 2018, the Company and LSQ amended the LSQ Financing agreement and extended the term for an additional 60 days. In June 2018, the Company amended the LSQ Financing arrangement which effectively (i) decreased the invoice purchase fee from 1.00% to a range of 0.40% to 1.00%, ii) decreased the funds usage fee from 0.035% to a range of 0.020% to 0.035% and (iii) extended the terms of the agreement to June 30, 2019. Thereafter the terms of the arrangement remained in effect until the Company and the creditor executed an amendment. On January 7, 2020, the Company entered into a Second Amendment to the Company’s Invoice Purchase Agreement with LSQ. The amendment, among other things, (i) increases the amount in which LSQ may elect to purchase up to $20,000,000 of eligible customer invoices from the Company from $7,000,000; (ii) increases the advance rate to 90% from 85% and 70% from 60%, respectively, of the face value of domestic and international receivables being sold; (iii) decreases the invoice purchase fee rate from 0.40% to 0.25%; (iv) increases the funds usage fee from 0.020% to 0.025%; (v) extends the 0% aging and collection fee percentage charged at the time when the purchased invoice is collected from 90 days to 120 days, and increases the fee percentage charged thereafter from 0.35% to 0.75%; and (vi) decreases the early termination fee from 0.75% to 0.50%. In addition to the Amendment, the Company simultaneously entered into an Amended Inventory Financing Addendum (the “Addendum”) with LSQ. The Addendum allows the Company to request an advance up to the lesser of (i) 100% of the Company’s unpaid finished goods inventory; (ii) 65% of the appraised value of the Company’s inventory performed on or on behalf of LSQ; or (iii) $3,000,000. Funds advance under the Addendum are subject to a monthly inventory management fee of 0.5% on the average monthly inventory funds available and a daily interest rate of 0.025%. There was $3,629,000 and $2,073,000, respectively, in outstanding balance under the LSQ Financing as of December 31, 2019 and 2018. Upon sale of the receivable, the Company may elect to set up a reserve where upon the cash for the sale remains with the third-party and the Company can draw on the available amount on the reserve account at any time. As of December 31, 2019 and 2018, the Company had $5,082,000 and $2,693,000, respectively included in accounts receivable that were transferred under this arrangement. Secured Convertible Promissory Note On October 12, 2017, the Company and Dwight W. Anderson (“Anderson”) entered into a $1,000,000 convertible promissory note, which was restated in its entirety by a convertible promissory note entered into on October 23, 2017 (the “October 2017 Convertible Note”). The October 2017 Convertible Note was an unsecured promissory note in the aggregate principal amount of up to $6,000,000. The Company’s ability to borrow under the October 2017 Convertible Note were subject to Anderson’s approval and due on October 23, 2020 (the “Maturity Date”). Under the terms of the October 2017 Convertible Note, from the date of the closing through December 31, 2017, the October 2017 Convertible Note bore interest at a rate of 1% per annum, payable in arrears on the Maturity Date, unless earlier converted into shares of the Company’s common stock. Thereafter, beginning January 1, 2018, the October 2017 Convertible Note bore interest at a rate of 10% per annum, payable in arrears on the Maturity Date, unless earlier converted into shares of the Company’s common stock as described below. Any or all of the principal or accrued interest under the October 2017 Convertible Note was convertible into shares of the Company’s common stock at a rate of one share of common stock per $1.00 of converting principal or interest, rounded down to the nearest share with any fractional amounts cancelled, at the election of Anderson by delivery of written notice to the Company. In addition, upon the consummation of a qualified equity financing of the Company prior to the Maturity Date, the aggregate outstanding principal balance of the October 2017 Convertible Note and all accrued and unpaid interest thereon may convert, at the option of Anderson, into that number of the securities issued and sold in such financing, determined by dividing (a) such aggregate principal and accrued interest amounts, by (b) the purchase price per share or unit paid by the purchasers of the Company’s securities issued and sold in such financing. Notwithstanding the foregoing, Anderson’s ability to affect any such conversions will be limited by applicable provisions governing issuances of shares of the Company’s common stock under the rules of The Nasdaq Capital Market, subject to the Company’s receipt of any applicable waivers thereof, and any amounts not issuable to Anderson in the Company’s equity securities as a result of this limitation will be payable in cash. The Company recognized a discount on the October 2017 Convertible Note in the amount of incurred $578,000 as a result of a derivative liability associated with the embedded conversion option in this debt to be amortized to interest expenses over the expected remaining term of the note. On December 15, 2017, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Anderson, affiliate of Anderson and certain other accredited investors (collectively, the “Buyers”). In conjunction with the transaction contemplated in the Purchase Agreement, Anderson was entitled to convert any portion of the balance outstanding under the October 2017 Convertible Note and any accrued interest into shares of the Company’s common stock at a rate of one share of common stock per $0.50. Anderson’s ability to affect conversions at the $0.50 rate was subject to, among other things, approval of the Company’s stockholders, which was received on January 31, 2018. On December 22, 2017, the Company and Anderson amended and restated in its entirety the terms of the October 2017 Convertible Note (“Secured December 2017 Convertible Note”). Under the amendment, the Secured December 2017 Promissory Note became a secured promissory note and the maturity date was reverted to the original terms, due on October 12, 2020 (the “Maturity Date”). The interest rate and conversion terms of the Secured December 2017 Convertible Note remain unchanged from the terms of the October 2017 Convertible Note as described above. As of December 31, 2017, the outstanding principal balance under the Secured December Convertible Note was $4,000,000, exclusive of a $510,000 discount. In January 2018, the Company borrowed the remaining available principal under the Secured December 2017 Convertible Note of $2,000,000, exclusive of an additional derivative liability discount of $574,000. On February 5, 2018, the holder converted the entire outstanding principal of $6,000,000 under the Secured December 2017 Convertible Note into 12,000,000 each common stock and warrants units in accordance with the terms of the Securities Purchase Agreement which provided for conversion of the outstanding balance at a rate of $0.50 per common share. Upon the conversion on February 5, 2018, the outstanding principal balance under the Secured December 2017 Convertible Note was reduced to zero (See Note 18). The Company accounted for the full conversion of the Secured December 2017 Convertible Note using the accounting guidance related to an induced debt conversion. Under the induced conversion guidance, the Company recognized a loss on conversion in the amount of $11,634,000 associated with the change between the debt’s original terms and the induced conversion terms. This loss related to the induced conversion feature was partially offset by a gain on extinguishment of $6,424,000 related to the fair value of the derivative liability on the date of conversion. The following table reflects the accounting for the activities under the Secured December 2017 Convertible Note as follows (in thousands): Principal (pre-conversion) $ 6,000 Discount (pre-conversion) (791 ) Consideration of common stock and warrants provided at conversion (16,843 ) Derivative liability extinguished 6,424 Loss on extinguishment 5,210 Balance at December 31, 2018 $ - September 2018 Research Facility On September 4, 2018, the Company’s subsidiary Pro Farm entered into a research loan facility under the Finnish Government Innovation Funding initiative with the Innovation Centre Business Finland, in the amount of $326,000 (€282,000). Pro Farm subsequently drew down $94,000 (€80,000) on September 21, 2018 in connection with research and development costs. The note bears interest at 3% below the reference rate for Finnish Government Aid, with a minimum of 1% interest annually. The current effective interest rate as of December 31, 2019 is 1.00%. The loan facility requires repayment in increments of 25% on each of the anniversary date of the loan after the third anniversary of the loan execution date as such the balance of the loan has been classified as long term. The terms of the loan facility allow for partial debt forgiveness if so determined by the State Council for the Financing of Research, Development and Innovation at the lender’s discretion. As of December 31, 2019, the outstanding principal balance net of imputed interest was $81,000 (€72,000). September 2018 Bank Facility On September 10, 2018, the Company’s subsidiary Pro Farm entered into a bank facility with Nordea Bank AB, under which the Company may borrow up to $266,000 (€230,000). The note bears interest at the Euribor three-month rates plus 2.4% which as of September 30, 2019 was increased to 2.60%. The bank facility includes a usage commitment fee of 0.95% and required repayment on its maturity date of February 28, 2019. On February 20, 2018, the bank facility was extended until August 31, 2019, and on August 30, 2019, the bank facility was again extended until February 29, 2020, The bank facility is 60% guaranteed by Export Credit Agency of Finland. In connection with the guarantee the Company pays a fee of 2.49% to the guarantor. As of December 31, 2019, the amount outstanding on the bank facility was $207,000 (€184,664). On February 29, 2020, the September 2018 Bank Facility became due and the Company through its subsidiary Pro Farm extended the terms of the bank facility with Nordea Bank AB to May 31, 2020 with all terms remaining the same. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 10. Warrants On August 6, 2019, the Company entered into a warrant amendment and plan of reorganization agreement (“Warrant Reorganization Agreement”) with certain holders of the warrants issued in connection with the February 2018 Financing Transactions (the “February 2018 Warrants”). Pursuant to the Warrant Reorganization Agreement, the Company has agreed to extend the expiration date under the February 2018 Warrants held by such holders from December 2020 to December 2021, and the holders have agreed, at any time the Company’s stock trades above $1.00 and upon request by the Company, to exercise up to 36,600,000 shares under their respective February 2018 Warrants, in consideration for the delivery of (x) the shares subject to the February 2018 Warrants so exercised and (y) the delivery of new warrants (“August 2019 Warrants”) to purchase such additional number of shares of common stock equal to the amount of shares so exercised and delivered under February 2018 Warrants. Accordingly, up to a maximum of 36,600,000 new shares may be issued pursuant to the August 2019 Warrants, to the extent the Company exercises its rights to require exercise of the February 2018 Warrants. The Warrant Reorganization Agreement was treated as a modification of an equity-classified instrument, which did not result in a change in the classification of the instrument pre- and post-modification. Analogizing to Accounting Standards Codification (“ASC”) 718 – Compensation – Stock Compensation The Company’s fair value of the warrant post modification was estimated utilizing a Monte Carlo univariate option pricing model based on the following assumptions which have been determined consistent with the Company’s historical methodology for such assumptions: AUGUST 6, 2019 Expected life (years) 3.4 Estimated volatility factor 53.1 % Risk-free interest rate 1.52 % Expected dividend yield — Expected Life. Estimated Volatility Factor. Risk-Free Interest Rate. Expected Dividend Yield. The August 2019 Warrants have a term expiring on January 1, 2023, an exercise price of $1.75 per share, and are first exercisable 180 days after issuance. The August 2019 Warrants are classified as equity instruments, exercisable in cash, provided that they may be exercised via net exercise if the Company does not have a registration statement registering the shares underlying the August 2019 Warrants effective as of June 30, 2020. On August 7, 2019, the Company requested under the Warrant Reorganization Agreement, the exercise of 10,000,000 (“Exercise 1”) shares under the February 2018 Warrants, resulting in the Company issuing 10,000,000 common shares and August 2019 Warrants to purchase 10,000,000 shares. The issuance of the August 2019 Warrants resulted in the Company incurring non-cash charge of $4,751,000 in connection with the fair value of new warrants. The Company’s fair value of the new warrants issued was estimated utilizing a Black Scholes option pricing model. Due to the insignificant time lapse between the warrant call and the date of the warrant modification, the same assumptions as outlined above were utilized to fair value the new warrants issued in connection with the warrant exercise in August 2019. On December 18, 2019 and through December 30, 2019, a total of 6,000,000 shares under February 2018 Warrants were exercised following the Company’s call, resulting in the Company issuing 6,000,000 common shares and the August 2019 Warrants to purchase 6,000,000 shares (“Exercise 2”). The issuance of the August 2019 Warrants resulted in the Company incurring non-cash charge of $1,314,000 in connection with the fair value of new warrants. The following table outlines assumptions utilized for the December 2019 warrant issuances: DECEMBER 2019 Expected life (years) 3.01-3.04 Estimated volatility factor 52.9-53.1 % Risk-free interest rate 1.58-1.66 % Expected dividend yield — Expected Life. Estimated Volatility Factor. Risk-Free Interest Rate. Expected Dividend Yield. As of the date of the issuance of these consolidated financial statements, an additional 6,000,000 shares under the February 2018 Warrants have been exercised following the Company’s call, resulting in the issuance of 6,000,000 common shares and August 2019 Warrants to purchase 6,000,000 shares. The following table summarizes information about the Company’s common stock warrants outstanding as of December 31, 2019 (in thousands, except exercise price data): NUMBER OF SHARES SUBJECT TO EXPIRATION WARRANTS EXERCISE DESCRIPTION ISSUE DATE DATE ISSUED PRICE In connection with June 2013 Credit Facility (June 2013 Warrants) June 2013 June 2023 (1) 27 $ 8.40 In connection with August 2015 Senior Secured Promissory Notes (August 2015 Warrants) August 2015 August 2023 4,000 $ 1.91 In connection with October 2012 and April 2013 Secured Promissory Notes (November 2016 Warrants) November 2016 November 2026 125 $ 2.38 In connection with June 2017 Consulting Agreement (November 2017 Warrants) June 2017 June 2027 80 $ 1.10 In connection with February 2018 Financing Transaction (February 2018 Warrants 1) February 2018 December 2020 6,750 $ 1.00 In connection with February 2018 Financing Transaction (February 2018 Warrants 2) February 2018 December 2020 5,065 $ 1.25 In connection with August 2019 Modification of February 2018 Warrants (Warrant Amendment and Plan of Reorganization Agreement) August 2019 December 2021 20,600 $ 1.00 In connection with Exercise 1 & 2 of Call Option under the Warrant Amendment and Plan of Reorganization Agreement (August 2019 Warrants) Various dates starting in August 2019 January 2023 16,000 $ 1.75 52,647 (1) The June 2013 Warrants expire upon the earlier to occur of (i) the date listed above; (ii) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any transfer of more than 50% of the voting power of the Company, reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Company); or (iii) a sale of all or substantially all of the assets of the Company unless the Company’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company’s acquisition or sale or otherwise), hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity. The June 2013 Warrants became exercisable on the date of the IPO. The August 2015 and November 2016 were immediately exercisable and remain exercisable subject to certain exceptions. The November 2017 Warrants vested over a period of six months and remain exercisable. The February 2018 Warrants were immediately exercisable and remain exercisable subject to certain exceptions. Refer to Notes 2 of these consolidated financial statements for the valuation of these warrants and their impact to these consolidated financial statements. A total of 16,000,000 shares had been issued upon exercise of warrants during the year ended December 31, 2019. The weighted average remaining contractual life and exercise price for warrants outstanding as of December 31, 2019 is 2.23 years and $1.33, respectively. The intrinsic value of the warrants on December 31, 2019 was $274,000. On March 3, 2020, an additional 6,000,000 shares under February 2018 Warrants were exercised following the Company’s call under the Warrant Reorganization Agreement, resulting in the Company issuing 6,000,000 common shares and August 2019 Warrants to purchase 6,000,000 shares. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock | 11. Common Stock In August 2013, the Company amended and restated its certificate of incorporation to increase the number of shares of common stock authorized for issuance to 250,000,000 shares with a par value of $0.00001. In April 2018, the Company completed an underwritten public offering of 8,366,250 registered shares of its common stock. The public offering price of the shares sold in the offering was $1.65 per share. The total gross proceeds to the Company from the offerings were $13,804,000. The aggregate net proceeds to the Company from common stock sold in the offering totaled approximately $12,665,000. As of December 31, 2019, the Company had reserved shares of common stock for future issuances as follows (in thousands): SHARES Shares available for future grant under stock incentive plans 4,051 Stock options outstanding 11,821 Restricted stock units outstanding 2,405 Warrants called not yet exercised 20,600 Warrants to purchase common stock 52,647 Common shares to be issued in lieu of agent fees 498 Shares available for future purchase under ESPP 885 Maximum contingent consideration shares to be issued 5,972 Contingent shares to be issued in connection with future retirement of CEO. 1,250 Balance at December 31, 2019 100,129 On March 3, 2020, an additional 6,000,000 shares under February 2018 Warrants were exercised following the Company’s call under the Warrant Reorganization Agreement, resulting in the Company issuing 6,000,000 common shares and August 2019 Warrants to purchase 6,000,000 shares. |
Stock Option Plans
Stock Option Plans | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Plans | 12. Stock Option Plans On May 31, 2019, the Company’s stockholders approved an Employee Stock Purchase Plan (the “ESPP”) whereby employees may purchase Company stock through payroll deductions over each six-month period beginning on June 1 and December 1 (the “Offer Period”). The total maximum number of shares available for purchase under the ESPP is 1,000,000. The purchase price of the shares will be 85% of the lower of the fair market value of the shares at the beginning or at the end of the Offer Period. The ESPP is a tax qualified plan under Section 423 of the Internal Revenue Code. All employees, including officers, are eligible to participate in the ESPP. A participant may withdraw all uninvested payment balances credited to their account at any time. An employee whose stock ownership in the Company exceeds 5% of the Company’s outstanding common stock is not eligible to participate in the ESPP. The ESPP is compensatory and the 15% discount will be expensed over the Offer Period. The Company has accounted for the ESPP in accordance with ASC 718, Compensation – Stock Based Compensation. As of December 31, 2019 the Company recorded stock-based compensation expense of approximately $34,000. In July 2006, the Company authorized the 2006 Equity Incentive Plan, as amended, (“2006 Plan”). The 2006 Plan provided for the issuance of up to 1,434,000 shares of common stock underlying awards. The 2006 Plan was terminated in December 2011 and no new stock awards may be granted under the 2006 Plan. The 2006 Plan allowed holders to exercise stock options prior to their vesting. The common stock received by the employee is restricted and follows the same vesting schedule as the underlying option. In the event the employee voluntarily or involuntarily terminates employment from the Company, the Company retains a right to repurchase the unvested common stock at the original option exercise price. As of December 31, 2019 and 2018, 0 and 35,000 options, respectively had been exercised that was subject to repurchase. As of December 31, 2019, options to purchase 97,000 shares of the Company’s common stock at a weighted-average exercise price of $1.19 per share were outstanding under the 2006 Plan, of which all were vested. During the year ended December 31, 2019, 28,000 and 3,000 options were exercised and cancelled, respectively, under the 2006 Plan. In July 2011, and as amended in September 2012, the Company authorized the 2011 Stock Plan (“2011 Plan”). The 2011 Plan provided for the issuance of up to 1,167,000 shares of common stock underlying awards, plus any shares of common stock underlying awards previously issued under the 2006 Plan that terminate or expire after the date of authorization of the 2011 Plan, subject to certain adjustments. In addition, the 2011 Plan provided that the Company not deliver more than 2,446,000 shares upon the exercise of incentive stock options issued under both the 2006 Plan and 2011 Plan. The 2011 Plan was terminated in August 2013 and no new stock awards may be granted under the 2011 Plan. As of December 31, 2019, options to purchase 281,000 shares of the Company’s common stock at a weighted-average exercise price of $7.51 per share were outstanding under the 2011 Plan, of which all were vested. During the year ended December 31, 2019, 0 and 4,000 options were exercised and cancelled, respectively, under the 2011 Plan. In August 2013, the Company’s board of directors adopted the 2013 Stock Incentive Plan (“2013 Plan”) covering officers, employees, and directors of, and consultants to, the Company. Under the 2013 Plan, the Company may grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and dividend equivalent rights. At the time the 2013 Plan was established, the maximum aggregate number of shares of the Company’s common stock that could be issued pursuant to the 2013 Plan was 1,600,000, plus the number of shares of common stock that were reserved for issuance pursuant to future grants under the 2011 Plan at that time. The number of shares authorized for issuance pursuant to the 2013 Plan automatically increases by any additional shares that would have otherwise returned to the 2011 Plan as a result of the forfeiture, termination or expiration of awards previously granted under the 2011 Plan. In addition, the number of shares authorized for issuance pursuant to the 2013 Plan will increase by a number equal to the lesser of (i) 3.5% of the number of shares of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year or (ii) a lesser number of shares determined by the administrator. As of December 31, 2019, options to purchase 11,443,000 shares of the Company’s common stock at a weighted-average exercise price of $2.41 per share were outstanding under the 2013 Plan, of which 4,318,000 were vested. During the year ended December 31, 2019, 19,000 and 868,000 options were exercised and cancelled, respectively, under the 2013 Plan. Generally, options vest 25% on the first anniversary from the date of grant and 1/48 per month thereafter (“Standard Vesting Terms”); however, options may be granted with different vesting terms as determined by the Company’s board of directors. During the year ended December 31, 2019, the Company granted 5,607,000 options with Standard Vesting Terms. The following table summarizes the activity under the Company’s stock option plans for the year ended December 31, 2019 (in thousands, except exercise price and remaining contractual life data): WEIGHTED- AVERAGE WEIGHTED- REMAINING AVERAGE CONTRACTUAL AGGREGATE SHARES EXERCISE LIFE INTRINSIC OUTSTANDING PRICE (IN YEARS) VALUE Balances at December 31, 2019 7,136 $ 3.31 8.1 $ 469 Options granted 5,607 $ 1.43 Options exercised (47 ) $ 1.18 Options cancelled (875 ) $ 1.92 Balances at December 31, 2019 11,821 $ 2.53 8.2 $ 65 Vested and expected to vest at December 31, 2019 10,022 $ 2.71 8.0 $ 62 Exercisable at December 31, 2019 4,696 $ 4.04 6.7 $ 55 The total intrinsic value of options exercised during the years ended December 31, 2019 and 2018 was $55,000 and $53,000, respectively. The estimated fair value of options vested during the years ended December 31, 2019 and 2018 was $65,000 and $469,000, respectively. The weighted-average estimated fair value of options granted during the years ended December 31, 2019 and 2018 was $1.43 per share and $0.97 per share, respectively. During the years ended December 31, 2019 and 2018, the Company recorded share-based compensation expense related to stock options of $1,742,000 and $1,040,000, respectively. During the years ended December 31, 2019 and 2018, the Company did not realize any tax benefit associated with its share-based compensation expense as certain of the option grants were incentive stock options for which share-based compensation expense is not deductible and as a result of the full valuation allowance on the Company’s deferred tax assets (see Note 14). As of December 31, 2019, the total share-based compensation expense related to unvested options granted to employees under the Company’s stock option plans but not yet recognized was $3,963,000. This expense will be recognized on a straight-line basis over a weighted-average remaining term of 2.96 years. On December 2, 2019, Dr. Pamela Marrone announced her intention to retire from her position as the Company’s Chief Executive Officer (“CEO”) and an employee of the Company. In connection with her retirement, Dr. Marrone entered into an employment separation agreement with the Company on December 1, 2019 (the “Separation Agreement”). The Separation Agreement provides that Dr. Marrone’s retirement as an employee and officer of the Company will become effective immediately prior to the date on which a new CEO is retained, after which Dr. Marrone will continue to serve on the Company’s board of directors as a non-executive member. Compensation – Stock Compensation Restricted Stock During the year ended December 31, 2019, the Company granted restricted stock units under the 2013 Plan. The vesting periods for the restricted stock are subject to board approval and during the year ended December 31, 2019 varied from immediate to 36 months. During the year ended December 31, 2019, the Company granted restricted stock units under the 2013 Plan. On the date of grant, the restricted stock units can vest immediately or over a stated period of time as stated within award. One share of common stock is issuable for each vested restricted stock unit upon the earlier of the grantee’s separation of service or a change in control in the case of non-employee directors, or in the case of employees the board can decide to provide for the immediate issuance of common stock once vesting has occurred. As of December 31, 2019, there were 2,405,000 restricted stock units outstanding under the 2013 Plan. The following table reflects the activity of restricted stock units for the year ended December 31, 2019 (in thousands, except weighted average grant date fair value): WEIGHTED AVERAGE GRANT SHARES DATE FAIR OUTSTANDING VALUE Outstanding at December 31, 2018 1,146 $ 1.40 Granted 1,266 1.44 Exercised (7 ) 1.36 Forfeited - - Outstanding at December 31, 2019 2,405 $ 1.40 The following table summarizes the activity of non-vested restricted stock units for the year ended December 31, 2019 (in thousands, except weighted average grant date fair value): WEIGHTED AVERAGE GRANT SHARES DATE FAIR OUTSTANDING VALUE Nonvested at December 31, 2018 404 $ 1.40 Granted 1,266 1.44 Vested (959 ) 1.42 Forfeited - - Nonvested at December 31, 2019 711 $ 1.45 The fair value of restricted stock units is determined based on the closing bid price of the Company’s common stock on the date of grant. During the years ended December 31, 2019 and 2018, the Company recognized $1,597,000 and $810,000, respectively, of share-based compensation expense related to restricted stock units. Total share-based compensation expense related to restricted stock units not yet recognized as of December 31, 2019 was $482,000, which is expected to be recognized over a weighted average period of .33 years. As of December 31, 2018, the Company granted 105,000 restricted stock units, respectively, in partial satisfaction of incentive compensation due to certain executives as of December 31, 2017. These grants resulted in the reclassification of $205,000 from accrued liabilities to additional paid in capital as of December 31, 2018. The following table summarizes shares available for grant under the Company’s stock incentive plans for the year ended December 31, 2019 (in thousands): SHARES AVAILABLE FOR GRANT Balances at December 31, 2018 6,175 Shares authorized 3,874 Options granted (5,607 ) Options cancelled 875 Restricted stock units granted (1,266 ) Restricted stock units cancelled - Balances at December 31, 2019 4,051 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Litigation On April 3, 2018, the Company was named as a defendant in a complaint filed by Piper Jaffray, Inc. (“Piper”) with the Superior Court of the State of Delaware (the “Lawsuit”). Piper’s complaint alleged one breach of contract claim, specifically, that the Company breached an engagement letter (the “Engagement Letter”) with Piper by failure to pay a $2,000,000 transaction fee, which Piper alleged was due under the Engagement Letter as a result of the Company’s consummation of its private placement and debt refinancing transactions in February 2018. On October 8, 2019, the Company entered into a Settlement and Release Agreement with Piper to settle the Lawsuit without any admission or findings of liability (the “Settlement Agreement”) in an aggregate of $1,000,000. Under the Settlement Agreement, Piper agreed to dismiss the Lawsuit against the Company with prejudice and the parties agreed to mutual general releases of all claims relating to the Lawsuit other than their prospective obligations under the Settlement Agreement, the confidentiality obligations under the Engagement Letter and any potential indemnification obligations under the Engagement Letter unrelated to the Lawsuit. The settlement amount has been paid as of December 31, 2019 and included in the Company’s selling, general and administrative within the Company’s consolidated statement of operations. Other Matters On December 2, 2019, Dr. Pamela Marrone announced her intention to retire from her position as the Company’s Chief Executive Officer (“CEO”) and an employee of the Company. In connection with her retirement, Dr. Marrone entered into the Separation Agreement on December 1, 2019 (the “Separation Agreement”). The Separation Agreement provides that Dr. Marrone’s retirement as an employee and officer of the Company will become effective immediately prior to the date on which a new CEO is retained, after which Dr. Marrone will continue to serve on the Company’s board of directors as a non-executive member. In connection and in conjunction with Dr. Marrone’s retirement also entered into a consulting services agreement with the Company on December 1, 2019 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Dr. Marrone will serve as a consultant to the Company for a period of three years following the date of her retirement to advocate for the Company and its mission as the Company’s founder, and to provide transition services and other support, with the terms of such services and related deliverables to be mutually agreed between Dr. Marrone and the Company’s new CEO |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes As of December 31, 2019, the Company had net operating loss carryforwards prior to 2019 for federal income tax reporting purposes of $237,182,000, which begin to expire in 2026, and California and various other state net operating loss carryforwards of $146,354,000 and $48,071,000, respectively, which will expire from 2023 through 2038. The federal net operating loss generated in 2019 and 2018 in the amount of $26,493,000 and $21,216,000, respectively will never expire. In addition, as of December 31, 2019, the Company had federal research and development tax credit carryforwards of $2,910,000, which begin to expire in 2026, and state research and development tax credit carryforwards of $2,871,000, which have no expiration date. The Company’s ability to utilize its federal and state net operating loss carryforwards and federal and state tax credit carryforwards to reduce future taxable income and future taxes, respectively, may be subject to restrictions attributable to equity transactions that may have resulted in a change in ownership as defined by Internal Revenue Code (“IRC”) Section 382 which it is in the process of completing. In the event that the Company has such a change in ownership, the Company’s utilization of these carryforwards could be severely restricted and could result in the expiration of a significant amount of these carryforwards prior to the Company recognizing their benefit. As of December 31, 2019, deferred tax assets of $84,077,000, arising primarily as a result of the Company’s net operating loss carryforwards, tax credits and certain costs capitalized for tax purposes, the majority of which is fully offset by a valuation allowance. The valuation allowance increased $7,201,000 for the year ended December 31, 2019 and decreased by $6,455,000 during the year ended December 31, 2018. At December 31, 2019, the Income (loss) before provision for income taxes, includes the following components (in thousands): DECEMBER 31, 2019 2018 Domestic $ (36,692 ) $ (20,213 ) Foreign (483 ) - Income (loss) before income taxes $ (37,175 ) $ (20,213 ) At December 31, 2018, there were no comparative amounts. The temporary timing differences that give rise to the deferred tax assets are as follows (in thousands): DECEMBER 31, 2019 2018 DEFERRED TAX ASSETS: Federal & State NOL carryforward $ 74,109 $ 64,319 Research and development tax credits 4,223 3,609 Other, net 5,745 3,058 Net deferred tax assets 84,077 70,986 Less valuation allowance (78,187 ) (70,986 ) Net deferred tax assets $ 5,890 $ - DEFERRED TAX LIABILITIES: Other Intangibles 5,890 - Net deferred tax assets $ - $ - For the years ended December 31, 2019 and 2018, the Company did not recognized a provision. The provision for income taxes is different than the amount computed using the applicable statutory federal income tax rate as summarized below: DECEMBER 31, 2019 2018 Federal tax benefit at statutory rate 21 % 21 % State tax benefit, net of federal benefit 9 5 Foreign rate differential 1 — Interest Expense — (1 ) Share-based compensation expense (1 ) (1 ) Other — 2 Debt- related — 2 Change in accounting method — 4 Financing cost, warrants (4 ) — Adjustment due to change in valuation allowance (26 ) (32 ) Provision for income taxes — % — % On September 13, 2019, as discussed in Note 3, the Company completed its acquisition of Pro Farm. This was accounted for as a non-taxable acquisition. For purposes of the Company’s income tax provision, the acquisition required the Company to consider income tax changes under the Tax Cuts and Jobs Act it was not previously subject to, including Global Intangible Low-Taxed Income (“GILTI”) and Subpart F. Due to the timing of the acquisition’s consummation, the impact of these amounts on the Company’s income tax provision and consolidated financial statements as of December 31, 2019 were not material. The Company has elected to treat GILTI as a period cost and accordingly has not recorded any deferred assets or liabilities related to the calculation of future GILTI income. The most significant impact to the Company’s tax provision as a result of the Pro Farm acquisition was the recognition of intangible assets which impacted the Company’s temporary differences for depreciation and amortization. Refer to the table above for the inclusion of the foreign entity on the Company’s overall federal income tax rate and deferred tax liabilities. On September 10, 2019, as discussed in Note 3, the Company completed its acquisition of the Jet-Ag and Jet-Oxide product lines. These were treated as asset acquisitions. For purposes of the Company’s income tax, the acquisition resulted in the recognition of intangible assets which impacted the Company’s temporary differences for depreciation and amortization which did not have a material impact on the Company’s provision and consolidated financial statements as of December 31, 2019. On January 1, 2019, as discussed in Note 4, the Company adopted ASC 842 and all the related amendments. For purposes of the Company’s income tax, the adoption did not have a material impact on the consolidated financial statements as of December 31, 2019. On January 1, 2018, as discussed in Note 2, the Company adopted ASC 606 and all the related amendments. For purposes of the Company’s income tax, the adoption had no tax implications as the Company is on the full inclusion method for tax purposes. As of December 31, 2019, the Company had unrecognized tax benefits of $1,431,000. The unrecognized tax benefits, if recognized, would not impact the Company’s effective tax rate as the recognition of these tax benefits would be offset by changes in the Company’s valuation allowance. The Company does not believe there will be any material changes in its unrecognized tax position during the next twelve months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): DECEMBER 31, 2019 2018 Balance at January 1 $ 1,348 $ 1,201 Gross increase to tax positions in prior years 14 147 Gross increases to tax positions in the current year 69 — Balance at December 31 $ 1,431 $ 1,348 The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is subject to U.S. federal and state income tax examination for 2006 through 2019 due to unutilized net operating loss carryforwards and research and development tax credit carryforwards. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 15. Employee Benefit Plan The Company offers a defined contribution plan to all eligible employees, which is qualified under Section 401(k) of the IRC. The Company currently provides a matching contribution based on a formula which provides for a dollar-for-dollar matching contribution of the employee’s 401(k) contribution up to 3% of eligible pay plus a 50% matching contribution on the employee’s 401(k) contribution between 3% and 5% of eligible pay. Each participant is 100% vested in elective contributions and the Company’s matching contribution. The Company provided 401(k) matching contributions during the years ended December 31, 2019 and 2018 of $364,000 and $335,000, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions Warrant Exercise During the year ended December 31, 2019, the Company requested under the Warrant Reorganization Agreement, the exercise of 16,000,000 shares underlying the February 2018 Warrants, resulting in the Company issuing 16,000,000 common shares and August 2019 Warrants for 16,000,000 shares. Of the warrants exercised, two of the warrant holders, Ospraie Ag Science LLC (“Ospraie”) and Ardsley Advisory Partners (“Ardsley”), are beneficial owners of 31.6% and 9.1%, respectively, of the Company’s total outstanding common stock as of December 31, 2019. The total number of warrants exercised at the request of the Company by Ospraie and Ardsley were for 13,406,184 shares and 2,331,521 shares, respectively. Ospraie Loan to Pro Farm In connection with the Company’s closing of the Pro Farm Acquisition, the terms of the Share Purchase Agreement included as a condition to closing the repayment of certain indebtedness of Pro Farm. One of the indebtedness obligations to be repaid was a convertible loan in a principal amount of $1,000,000, held by Dwight Anderson, an affiliate of Ospraie, the Company’s largest shareholder. The Company paid in total $1,434,000 which is inclusive of the principal, interest and other charges under the terms of the debt arrangement. August 2015 Senior Secured Promissory Notes On August 20, 2015, the Company entered into a purchase agreement with Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy Funds VIP Science and Technology, each an affiliate of Waddell & Reed, which is a beneficial owner of more than 5% of the Company’s common stock. Pursuant to such purchase agreement, the Company sold to such affiliates senior secured promissory notes (“August 2015 Senior Secured Promissory Notes”) in the aggregate principal amount of $40,000,000. Until February 5, 2018, the August 2015 Senior Secured Promissory Notes bear interest at a rate of 8% per annum payable semi-annually on June 30 or December 31 of each year, commencing on December 31, 2015, with $10,000,000 payable three years from the closing, $10,000,000 payable four years from the closing and $20,000,000 payable five years from the closing. In connection with the note, the Company incurred $302,000 in financing-related costs. These costs were recorded as deferred financing costs as a component of current and non-current other assets to amortized to interest expense over the term of the note. The August 2015 Senior Secured Promissory Notes provide for various events of default, including, among others, default in payment of principal or interest, breach of any representation or warranty by the Company or any subsidiary under any agreement or document delivered in connection with the notes, a continued breach of any other condition or obligation under any loan document, certain bankruptcy, liquidation, reorganization or change of control events, the acquisition by any person or persons acting as group, other than the lenders, of beneficial ownership of 40% or more of the outstanding voting stock of the Company and certain events in which Pamela G. Marrone, Ph.D. ceases to serve as the Company’s Chief Executive Officer. Upon an event of default, the entire principal and interest may be declared immediately due and payable. As of December 31, 2018, the Company was in compliance with its covenants under the August 2015 Senior Secured Promissory Notes. In addition, from the date of the agreement through May 31, 2016, these notes contained the contractual obligation to maintain cash and cash equivalents of at least $15,000,000. The Company recorded the $15,000,000 as restricted cash and included the amount in non-current assets. On May 31, 2016, the terms of the August 2015 Secured Promissory Notes were amended to remove this minimum cash balance requirement. The August 2015 Senior Secured Promissory Notes are secured by substantially all the Company’s personal property assets. The agent, acting on behalf of the lenders, shall be entitled to have a first priority lien on the Company’s intellectual property assets, pursuant to intercreditor arrangements with certain of the Company’s existing lenders. In connection with the August 2015 Senior Secured Promissory Notes, the Company issued warrants (“August 2015 Warrants”) to purchase 4,000,000 shares of common stock of the Company. The August 2015 Warrants are immediately exercisable at an exercise price of $1.91 per share and may be exercised at a holder’s option at any time on or before August 20, 2023 (subject to certain exceptions). The fair value of the August 2015 Warrants at the date of issuance of $4,610,000 was recorded as a discount to the August 2015 Senior Secured Promissory Notes as a component of non-current other liabilities and amortized to interest expense to related parties over the term of the arrangement. As of December 31, 2017 the total amount outstanding under the note was $37,822,000, net of unamortized debt discount of $2,178,000. On February 5, 2018, the holders of the August 2015 Senior Secured Promissory Notes, pursuant to an amendment, converted $35,000,000 of the then outstanding debt into 20,000,000 shares of common stock and warrants to purchase 4,000,000 shares of common stock (such conversion, the “Waddell Debt Conversion”). After the conversion, $5,000,000 in principal remained outstanding. Simultaneously with the Waddell Debt Conversion, the maturity of the August 2015 Senior Secured Promissory Notes was extended to December 31, 2022, and payment of all future interest was deferred to maturity on December 31, 2022 (See Note 15 for further discussion). In conjunction with the Waddell Debt Conversion, the Company accounted for the partial debt extinguishment under the troubled debt restructuring accounting guidance, including consideration for the treatment of the transaction as a gain given the terms of the agreement. The Company recognized a gain of $9,183,000, including $2,171,000 related to debt discount and other cost, on partial extinguishment of the August 2015 Senior Secured Promissory Notes as of December 31, 2018. Because the Company recognized a gain on the partial extinguishment of debt, the Company was required to include all future interest and additional consideration, which included accrued interest, under the terms of this agreement as a reduction of the gain. As a result, the amount of the debt on the Company’s balance sheet related to the August 2015 Senior Secured Promissory Notes is $7,300,000, as compared to $5,000,000 of contractual principal amount outstanding thereunder. Going forward, subject to future amendments to debt agreement or costs, the Company will not recognize future interest expense on the August 2015 Senior Secured Promissory Notes. The accounting for the change due to the August 2015 Senior Secured Promissory Notes is as follows (in thousands): Principal (pre-conversion) $ 40,000 Accrued interest to be paid at maturity 339 Discount (pre-conversion) (2,171 ) Consideration of common stock and warrants provided at conversion (21,685 ) Gain on extinguishment (9,183 ) Principal and future interest at December 31, 2018 $ 7,300 |
Equity Financing and Debt Conve
Equity Financing and Debt Conversion to Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Equity Financing and Debt Conversion to Equity | 17. Equity Financing and Debt Conversion to Equity On December 15, 2017, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors named therein, including Ospraie Ag Science LLC (“Ospraie”). On February 5, 2018, pursuant to the Purchase Agreement, the Company issued to these investors, an aggregate of 44,000,001 units, with each unit purchased consisting of one share of the Company’s common stock and one warrant to purchase one share of common stock, and each unit purchased by the investors consisting of one share of common stock and one warrant to purchase 0.8 shares of Common Stock, for an aggregate purchase price of $30,000,000, including the conversion to units of all aggregate principal amounts outstanding under the Purchase Agreement. Also on February 5, 2018, the Company converted, pursuant to an amendment, dated December 15, 2017, to the senior August 2015 Senior Secured Promissory Notes $35,000,000 aggregate principal amount of the August 2015 Senior Secured Promissory Notes into an aggregate of 20,000,000 shares of common stock and warrants to purchase 4,000,000 shares of common stock (such conversion, the “Waddell Debt Conversion”), such that $5,000,000 of principal under the August 2015 Senior Secured Promissory Notes now remains outstanding. Also on February 5, 2018, the Company converted, pursuant to an amendment, dated December 15, 2017, to the October 2012 and April 2013 Secured Promissory Notes, $10,000,000 aggregate principal amount of indebtedness outstanding under the October 2012 and April 2013 Secured Promissory Notes to an aggregate of 5,714,285 shares of common stock and warrants to purchase 1,142,856 shares of common stock (such conversion, the “Snyder Debt Conversion”), such that $2,450,000 of principal under the October 2012 and April 2013 Secured Promissory Notes now remains outstanding. In addition, in connection with its role as exclusive placement agent and financial adviser with respect to the transactions contemplated by the Purchase Agreement, National Securities Corporation (the “Placement Agent”) received warrants to purchase 2,017,143 shares of Common Stock, as well as 800,000 shares of Common Stock. The estimated net proceeds from this private placement, inclusive of the cash received from the December 2017 Convertible Note, was $27,300,000. The Company incurred $2,700,000 in expenses associated with the private placement and debt conversion of which $2,180,000 was related to the equity component of these transactions. The Company classified the warrants issued in connection with the Securities Purchase Agreement and conversion of debt into equity as equity. As a result of the financing transaction discussed above, the Company’s additional paid in capital and common stock increased by $66,644,000 and $1,000, respectively. The Company allocated the value of the financing transaction to the common shares issued in the amount of $52,439,000 and to the warrants issued in the amount of $14,206,000 based on the relative fair values of each on the transaction date. See Note 9 for further discussion. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | 18. Subsequent Event On January 7, 2020, the Company entered into a Second Amendment to the Company’s Invoice Purchase Agreement with LSQ. The amendment, among other things, (i) increases the amount in which LSQ may elect to purchase up to $20,000,000 of eligible customer invoices from the Company from $7,000,000; (ii) increases the advance rate to 90% from 85% and 70% from 60%, respectively, of the face value of domestic and international receivables being sold; (iii) decreases the invoice purchase fee rate from 0.40% to 0.25%; (iv) increases the funds usage fee from 0.020% to 0.025%; (v) extends the 0% aging and collection fee percentage charged at the time when the purchased invoice is collected from 90 days to 120 days, and increases the fee percentage charged thereafter from 0.35% to 0.75%; and (vi) decreases the early termination fee from 0.75% to 0.50%. In addition to the Amendment, the Company simultaneously entered into an Amended Inventory Financing Addendum (the “Addendum”) with LSQ. The Addendum allows the Company to request an advance up to the lesser of (i) 100% of the Company’s unpaid finished goods inventory; (ii) 65% of the appraised value of the Company’s inventory performed on or on behalf of LSQ; or (iii) $3,000,000. Funds advance under the Addendum are subject to a monthly inventory management fee of 0.5% on the average monthly inventory funds available and a daily interest rate of 0.025%. On February 29, 2020, the September 2018 Bank Facility became due and the Company through its subsidiary Pro Farm extended the terms of the bank facility with Nordea Bank AB to May 31, 2020 with all terms remaining the same. On March 3, 2020, an additional 6,000,000 shares under February 2018 Warrants were exercised following the Company’s call under the Warrant Reorganization Agreement, resulting in the Company issuing 6,000,000 common shares and August 2019 Warrants to purchase 6,000,000 shares. The Company is still in the process of evaluating the accounting impact related to the exercise and the fair value of the warrants issued. On March 5, 2020, George H. Kerckhove, a member of the Board of Directors (the “Board”) of Marrone Bio Innovations, Inc. (the “Company”) and Chair of the Audit Committee of the Board, notified the Board of his intention to retire from service with the Company for personal reasons. Mr. Kerckhove tendered his resignation as a member of the Board and each of its committees effective April 1, 2020. Mr. Kerckhove’s retirement and resignation from the Board is not the result of any disagreement with the Company. In connection with Mr. Kerckhove’s upcoming retirement, the Board appointed Zachary S. Wochok, to become Chair of the Audit Committee effective April 1, 2020. The Board has determined that Mr. Wochok is an “audit committee financial expert,” as defined under the applicable SEC rules. The Company has evaluated its subsequent events from December 31, 2019 through the date these consolidated financial statements were issued, and has determined that there are no subsequent events required to be disclosed in these consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company believes that the assumptions and estimates associated with acquisition activities in determining the fair values of acquired assets, liabilities and goodwill, revenue recognition, including assumptions and estimates used in determining the timing and amount of revenue to recognize for those transactions with variable considerations, warrants and share-based compensation, right-of-use assets and corresponding lease liability, inventory valuation, and fair value of financial instruments, have the greatest potential impact on the consolidated financial statements. Therefore, the Company considers these estimates to be its significant estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, accounts receivable and debt. The Company deposits its cash and cash equivalents with high credit quality domestic financial institutions with locations in the U.S. Such deposits may exceed federal deposit insurance limits. The Company believes the financial risks associated with these financial instruments are minimal. The Company’s customer base is dispersed across many different geographic areas, and currently most customers are pest management distributors in the U.S. Generally, receivables are due up to 120 days from the invoice date and are considered past due after this date, although the Company may offer extended terms from time to time. During the years ended December 31, 2019 and 2018, 12% and 11%, respectively, of the Company’s revenues were generated from international customers. The Company’s principal sources of revenues were its Regalia, Grandevo, and Venerate product lines for the years ended December 31, 2019 and 2018, accounting for 88% and 90%, respectively, of the Company’s total revenues. Customers to which 10% or more of the Company’s total revenues are attributable for any one of the periods presented consist of the following: CUSTOMER DECEMBER 31, A B C 2019 30 % 10 % 9 % 2018 35 % 9 % 17 % Customers to which 10% or more of the Company’s outstanding accounts receivable are attributable as of either December 31, 2019 or 2018 consist of the following: CUSTOMER DECEMBER 31, A B 2019 44 % 9 % 2018 52 % 24 % Concentrations of Supplier Dependence The active ingredient in the Company’s Regalia product line is derived from the giant knotweed plant, which the Company obtains from China. The Company currently relies on one supplier for this plant. Such single supplier acquires raw knotweed from numerous regional sources and performs an extraction process on this plant, creating a dried extract that is shipped to the Company’s manufacturing plant. While the Company does not have a long-term supply contract with this supplier, the Company does have a long-term business relationship with this supplier. The Company endeavors to keep 6 months of knotweed extract on hand at any given time, but an unexpected disruption in supply could have an effect on Regalia supply and revenues. Although the Company has identified additional sources of raw knotweed, there can be no assurance that the Company will continue to be able to obtain dried extract from China at a competitive price. The Company continues to rely on third parties to formulate Grandevo and Zequanox into spray-dried powders, for all of its production of Venerate, Majestene/Zelto, Stargus and Haven, and from time to time, third-party manufacturers for supplemental production capacity to meet excess seasonal demand and for packaging. The Company’s products have been produced in quantities, and on timelines, sufficient to meet commercial demand and for the Company to satisfy its delivery schedules. However, the Company’s dependence upon others for the production of a portion of its products, or for a portion of the manufacturing process, particularly for drying and for all of its production of Venerate, may adversely affect its ability to satisfy demand and meet delivery obligations, as well as to develop and commercialize new products, on a timely and competitive basis. The Company has not entered into any long-term manufacturing or supply agreements for any of its products, and it may need to enter into additional agreements for the commercial development, manufacturing and sale of its products. There can be no assurance that it can do so on favorable terms, if at all. Pro Farm products are currently partially sourced by suppliers from one manufacturing plant in Russia, in which the Company owns a 12% interest. The Company plans for enough inventory on hand to fill its revenue forecasts for 12 months at any given time, but an unexpected disruption in supply could have an adverse effect on the supply and revenues related to the subsidiary. Although the Company has identified additional manufacturers who are capable suppling the products, there can be no assurance that the Company will continue to be able to obtain products at a competitive price. |
Acquisitions | Acquisitions The Company contemplates business combinations and acquisition opportunities that align with the Company’s overall strategy. Based on the facts and circumstances of the transaction, acquisitions are accounted for under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on deposit, money market funds and certificates of deposit accounts with U.S. and global financial institutions. The Company is exposed to credit risk in the event of default by financial institutions to the extent that cash and cash equivalents balances with financial institutions are in excess of amounts that are insured including for amounts held at U.S. by the Federal Deposit Insurance Corporation. The Company has not experienced any losses on these deposits. The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the statement of cash flows in thousands as a result of the adoption of Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”): DECEMBER 31, 2019 DECEMBER 31, 2018 Cash and cash equivalents $ 6,252 $ 18,221 Restricted cash, less current portion 1,560 1,560 Total cash, cash equivalents and restricted cash $ 7,812 $ 19,781 |
Restricted Cash | Restricted Cash The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its June 2014 Secured Promissory Note. See Note 9 for further discussion. |
Accounts Receivable | Accounts Receivable The carrying value of the Company’s receivables represents their estimated net realizable values. The Company generally does not require collateral and estimates any required allowance for doubtful accounts based on historical collection trends, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is recorded accordingly. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. During the years ended December 31, 2019 and 2018, no receivables balances were written off. As of December 31, 2019 and 2018, the Company had no allowance for doubtful accounts. |
Inventories | Inventories Inventories are stated at the lower of cost or market value (net realizable value or replacement cost) and include the cost of material and external and internal labor and manufacturing costs. Cost is determined on the first-in, first-out basis. The Company provides for inventory reserves when conditions indicate that the selling price may be less than cost due to physical deterioration, obsolescence, changes in price levels or other factors. Additionally, the Company provides reserves for excess and slow-moving inventory on hand that is not expected to be sold to reduce the carrying amount of excess and slow-moving inventory to its estimated net realizable value. The reserves are based upon estimates about future demand from the Company’s customers and distributors and market conditions. During the year ended December 31, 2019, the Company recorded, as a component of cost of product revenues, adjustments to inventory reserves of $248,000 due to quantities on hand that may not be used or sold prior to expiration, and an adjustment of $969,000 as a result of actual utilization of the Company’s manufacturing plant being less than what is considered normal capacity. During the year ended December 31, 2018, the Company recorded, as a component of cost of product revenues, adjustments to inventory reserves of $579,000 due to quantities on hand that may not be used or sold prior to expiration, and an adjustment of $1,078,000 as a result of actual utilization of the Company’s manufacturing plant being less than what is considered normal capacity. Inventories, net consist of the following (in thousands): DECEMBER 31, 2019 DECEMBER 31, 2018 Raw materials $ 1,610 $ 1,844 Work in progress 783 1,580 Finished goods 5,756 4,800 $ 8,149 $ 8,224 |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost and are depreciated using the straight-line method over their estimated useful lives. The Company generally uses the following estimated useful lives for each asset category: ASSET CATEGORY ESTIMATED USEFUL LIFE Building 30 years Computer equipment 2-3 years Machinery and equipment 3-20 years Office equipment 3-5 years Furniture 3-5 years Leasehold improvements Shorter of lease term or useful life Software 3 years Maintenance, repairs and minor renewals are expensed as incurred. Expenditures that substantially increase an asset’s useful life are capitalized. The Company did not recognize any amounts related to impairment for the year ended December 31, 2019 and 2018. |
Intangible Assets | Intangible Assets Intangible assets are acquired individually or as part of a group at fair value. Intangible assets with definitive lives are amortized over the useful life of the intangible asset, which is the period over which the asset is expected to contribute directly or indirectly to the entity’s future cash flows. ASSET CATEGORY ESTIMATED USEFUL LIFE Customer Relationship 15 years Developed Technology 10 years Tradenames 10-15 years Non-compete 6 years In Process Research and Development 11 years The Company evaluates intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company’s intangible assets include customer relationships, patents, trademarks, and in process research and development acquired in 2019 in connection with its asset acquisition of the Jet-Ag and Jet-Oxide product lines and the Company’s acquisition of Pro Farm. The Company has not recorded impairment of intangible assets as of December 31, 2019. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Impairment losses related to long-lived assets are recognized in the event the net carrying value of such assets is not recoverable and exceeds fair value. The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). If the carrying amount of a long-lived asset (asset group) is considered not recoverable, the impairment loss is measured as the amount by which the carrying value of the asset or asset group exceeds its estimated fair value. |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired and such excess resulted in the significant increase of goodwill from 2018 to 2019. Goodwill is reviewed for impairment on an annual basis as of the first day of the Company’s fiscal fourth quarter or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. Due to the short time lapse between the date of acquisitions of Pro Farm and the Jet-Ag and Jet-Oxide product lines and the balance sheet date, no formal assessment of impairment has been completed for the year ended December 31, 2019. |
Fair Value | Fair Value Accounting Standards Codification (“ASC”) 820, Fair Value Measurements ASC 820 requires that the valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 establishes a three-tier value hierarchy, which prioritizes inputs that may be used to measure fair value as follows: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. As of December 31, 2019, the contingent consideration in connection with the Company’s acquisition of Pro Farm was recorded at its fair value. The following table provides a reconciliation of the activity for the contingent consideration measured between the most recent reporting period and as of the balance sheet date based on the fair value using significant inputs including the unobservable inputs (Level 3) (in thousands): CONTINGENT CONSIDERATION Fair value at September 13, 2019 $ 1,395 Change in estimated fair value recorded of contingent consideration 342 Fair value at December 31, 2019 $ 1,737 The change in fair value for the reporting period was driven by the result of the unobservable fair value model, a Monte Carlo simulation in a risk-neutral framework assuming Geometric Browning Motion. The most significant input to the model was the estimated results of the Pro Farm subsidiary for the periods specified in the share purchase agreement of 2020 – 2023. The following represents other inputs used in determining the fair value of the contingent consideration liability: SEPTEMBER 13, DECEMBER 31, 2019 2019 Discount rate 16.4 % 15.2 % Volatility 38.2 % 33.6 % Credit spread 11.1 % 10.8 % Risk-free rate 1.75 % 1.66 % Discount Rate Estimated Volatility Factor Credit Spread Interest Rate The change in the fair value estimate is recognized in the Company’s consolidated statement of operations in Other Income (expense) under caption Change in fair value of contingent consideration. The contingent consideration will be determined at each reporting period and will be settled with the issuance of the Company’s common shares. The Company had no financial liabilities measured at fair value as of December 31, 2018, however during 2018 the Company estimated the fair value of the derivative liability using an Option Pricing Model for the period January 11-17, 2018 on issuance of additional derivative liability commensurate with the receipt of additional principle under the convertible note, and upon extinguishment of the convertible note on February 5, 2018 (See Note 18). The fair value was subjective and was affected by certain significant inputs to the valuation model, which are disclosed in the table below. The fair value of the derivative liability was based upon the outputs of the Option Pricing Model probability-weighted to reflect three different conversion option exercise dates. As the Option Pricing Model estimates the fair value of derivative liability using unobservable inputs, it is considered to be a Level 3 fair value measurement. The periodic changes in the estimated fair value between the collective issuance dates, at each reporting period, and on the extinguishment of the convertible note, resulted in the Company recognizing a net loss from the total change in estimated fair market value of the derivative liabilities during December 31, 2018, as shown in the tables below. This loss is included in the change in estimated fair value of derivative liability in the Company’s consolidated statement of operations. The following table provides a reconciliation of the activity for the derivative liability measured between the most recent reporting period and as of the balance sheet date based on the fair value using significant inputs including the unobservable inputs (Level 3) (in thousands): DERIVATIVE Fair value at December 31, 2017 $ 674 Derivative liability issued 573 Change in estimated fair value recorded of financial instruments 5,177 Derivative liability extinguished (6,424 ) Fair value at December 31, 2018 $ — The following table represents the significant inputs used in determining the fair value of the derivative liability: FEBRUARY 5, JANUARY 11-17, 2018 2018 Price $ 0.50 $ 1.00 Stock Price volatility 60 % 60 % Risk-free rate 1.46 % 1.43 % Probability weighted term in years 0.18 0.23 – 0.25 Expected Life Estimated Volatility Factor Interest Rate Expected Dividend Yield |
Deferred Revenue | Deferred Revenue Under ASC 606, when the Company receives consideration, or such consideration is unconditionally due, from a customer prior to transferring control of goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. The Company recognizes deferred revenue as net sales after the Company has transferred control of the goods or services to the customer and all revenue recognition criteria are met. The Company’s deferred revenue is broken out as follows: DECEMBER 31, 2019 DECEMBER 31, 2018 Product revenues $ 299 $ 457 Financing costs (1) 609 604 License revenues 1,505 1,776 2,413 2,837 Less current portion (427 ) (438 ) $ 1,986 $ 2,399 (1) Financing costs relate to the implementation of ASC 606. Refer to the Company’s revenue recognition policy in this note. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASC 606 and all the related amendments (“the new revenue standard”) and applied it to all contracts using the modified retrospective method. The cumulative effect of initially applying the new revenue standard was an adjustment to the opening balance of accumulated deficit. Upon the adoption of ASC 606, we made an adjustment to the opening balance of accumulated deficit of $2.3 million which reduced the recorded deferred product revenues and deferred cost of product revenues by approximately $5.4 million and $3.1 million, respectively, in the consolidated balance sheet. Under ASC 606, the Company recognizes revenue for product sales at a point in time following the transfer of control of such products to the customers, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. The Company may enter into contracts in which the standalone selling prices (“SSP”) is different from the amount the Company is entitled to bill the customer. As of December 31, 2019 and 2018, deferred product revenue in the amount of $0.3 million and $0.5 million, respectively, associated primarily with billings in excess of SSP. Product revenues consist of revenues generated from sales of the Company’s products to distributors and direct customers, net of rebates and cash discounts. Product Sales. Licenses Revenues. Financing Component Revenues. Revenue recognition requires the Company to make a number of estimates that include variable consideration. For example, customers may receive sales or volume-based pricing incentives or receive incentives for providing the Company with marketing-related information. The Company makes estimates surrounding variable consideration and the net impact to revenues. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives and the likelihood that customers will achieve them. In the event estimates related to variable consideration change, the cumulative effect of these changes is recognized as if the revised estimates had been used since revenue was initially recognized under the contract. Such revisions could occur in any reporting period, and the effects may be material. From time to time, the Company offers certain product rebates to its distributors and growers, which are estimated and recorded as reductions to product revenues, and an accrued liability is recorded at the later of when the revenues are recorded, or the rebate is being offered. Contract Assets. Contract Liabilities. |
Research, Development and Patent Expenses | Research, Development and Patent Expenses Research and development expenses include payroll-related expenses, field trial costs, toxicology costs, regulatory costs, consulting costs and lab costs. Patent expenses include legal costs relating to the patents and patent filing costs. These costs are expensed to operations as incurred. During the years ended December 31, 2019 and 2018, research and development expenses totaled $12,924,000 and $9,681,000, respectively, and patent expenses totaled $1,102,000 and $981,000, respectively. |
Shipping and Handling Costs | Shipping and Handling Costs Amounts billed for shipping and handling are included as a component of product revenues. Related costs for shipping and handling have been included as a component of cost of product revenues. Shipping and handling costs for the year ended December 31, 2019 and 2018 were $1,180,000 and $837,000, respectively. |
Advertising | Advertising The Company expenses advertising costs as incurred and has included these expenses as a component of Selling, General and Administrative costs. Advertising costs for the years ended December 31, 2019 and 2019 were $708,000 and $1,022,000, respectively. |
Share-Based Compensation | Share-Based Compensation The Company recognizes share-based compensation expense for all stock options and restricted stock units granted to employees and directors based on estimated fair values. The Company estimates the fair value of restricted stock units based on the closing bid price of the Company’s common stock on the date of grant. The Company estimates the fair value of stock options on the date of grant using an option-pricing model. The value of the portion of the stock options that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period. Forfeitures are estimated on the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses the Black-Scholes-Merton option-pricing model to calculate the estimated fair value of stock options on the measurement date (generally, the date of grant). The required inputs in the option-pricing model include the expected life of the stock options, estimated volatility factor, risk-free interest rate and expected dividend yield. These inputs are subjective and generally require significant judgment. During the years ended December 31, 2019 and 2018, the Company calculated the fair value of stock options granted based on the following assumptions: DECEMBER 31, 2019 DECEMBER 31, 2018 Expected life (years) 5.33-6.08 2.51-6.08 Estimated volatility factor 51%-54 % 53%-58 % Risk-free interest rate 1.41%-2.44 % 2.42%-2.98 % Expected dividend yield — — Expected Life Share-Based Payment Simplified Method for Plain Vanilla Share Options Estimated Volatility Factor Risk-Free Interest Rate Expected Dividend Yield Estimated Forfeitures |
Warrants | Warrants The warrants granted in connection with the February 2018 Financing Transactions were accounted for in equity. In connection with the February 2018 Financing Transactions, the Company estimated the fair value of the warrants issued using an Option Pricing Model. The fair value is subjective and is affected by certain significant inputs to the valuation model, which are disclosed in the table below. FEBRUARY 5, 2018 Contractual life (years) 2.9 Estimated volatility factor 55 % Risk-free interest rate 2.13 % Expected dividend yield — Contractual Life Estimated Volatility Factor Risk-Free Interest Rate Expected Dividend Yield |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. To the extent that deferred tax assets cannot be recognized under the preceding criteria, the Company establishes valuation allowances, as necessary, to reduce deferred tax assets to the amounts expected to be realized. As of December 31, 2019 and 2018, all deferred tax assets, except the deferred tax liability generated during the year related to foreign entities, were fully offset by a valuation allowance. The realization of deferred tax assets is dependent upon future federal, state and foreign taxable income. The Company’s judgments regarding deferred tax assets may change due to future market conditions, as the Company expands into international jurisdictions, due to changes in U.S. or international tax laws and other factors. These changes, if any, may require material adjustments to the Company’s deferred tax assets, resulting in a reduction in net income or an increase in net loss in the period in which such determinations are made. The Company recognizes liabilities for uncertain tax positions based upon a two-step process. To the extent that a tax position does not meet a more-likely-than-not level of certainty, no benefit is recognized in the consolidated financial statements. If a tax position meets the more-likely-than-not level of certainty, it is recognized in the consolidated financial statements at the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company’s policy is to analyze the Company’s tax positions taken with respect to all applicable income tax issues for all open tax years in each respective jurisdiction. As of December 31, 2019, the Company concluded that there were no additional uncertain tax positions required to be recognized in its consolidated financial statements. In connection with the Company’s acquisition of Pro Farm, the Company acquired approximately $22,000 in uncertain tax position. The Company recognizes interest and penalties related to income tax matters in income tax expense. No amounts were recognized for interest and penalties during the year ended December 31, 2019. In connection with the Company’s acquisition of Pro Farm, amounts of interest and penalties were not significant or material. |
Foreign Currency | Foreign Currency The functional currency of the Company’s subsidiary Pro Farm is the U.S. dollar. Assets and liabilities have been translated to the U.S. dollar reporting currency using the exchange rates in effect on the consolidated balance sheet dates. Equity accounts are translated at historical rates, except for the change in retained earnings during the year which is the result of the income statement translation process. Revenue and expense accounts are translated using the weighted average exchange rate during the period. The cumulative translation adjustments associated with the net assets of foreign subsidiaries and the Company’s normal operations are recorded in “Other income (expense)” in the consolidated statement of operations in the amounts of $0.1 million and $0.05 million for the periods ended December 31, 2019 and 2018, respectively. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss represents the net loss for the period adjusted for the results of certain changes to stockholders’ equity that are not reflected in the consolidated statements of operations, if applicable. From time to time the Company is impacted by foreign currency translation in the consolidation of the Company’s subsidiaries and receipt of payment from customers and payment to vendors. |
Segment Information | Segment Information The Company is organized as a single operating segment, whereby its chief operating decision maker assesses the performance of and allocates resources to the business as a whole. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (Topic 842) Leases: Amendments to the FASB Accounting Standards Codifications (“ASU 2016-02”), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The Company adopted ASU 2016-02 on January 1, 2019 using the modified-retrospective method. This adoption primarily affected the Company’s consolidated balance sheet based on the recording of Right-of-use assets and Lease liability, current and non-current for its operating leases. The adoption of ASU 2016-02, did not change the Company’s historical classification of these leases or the straight-line recognition of related expenses. See Note 2 for the effects of the adoption of ASU 2016-02 on the Company’s consolidated financial statements as of January 1, 2019 and for the year ended December 31, 2019. The adoption of this standard had a material impact on the Company’s consolidated financial statements and is expected to continue to have a material impact for the foreseeable future. In January 2017, the FASB issued Accounting Standards Updated No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business which adds guidance to assist registrants in the determination of whether an acquisition (or disposal) represents assets or a business – inputs, processes, and outputs. The update provides a screen to determine when an asset is not a business. If substantially all of the fair value of the assets acquired (or disposed) is concentrated in a single asset or a group of similar identifiable assets, the acquired assets do not represent a business. If this test is not met, the update provides further guidance to evaluate if the acquisition represents a business. The Company prospectively adopted the guidance in the third quarter of fiscal 2019. The adoption primarily impacted the Company’s consolidated balance sheet based on the accounting treatment for the Jet-Ag Acquisition (as defined below) which could have otherwise been treated as a business combination had the acquired asset not met the screen test outlined in the ASU. The Company did not perform further analysis related to the treatment of the Jet-Ag Acquisition upon the results of the screen test. See Note 2 for the effects of the adoption of ASU 2017-01 on the Company’s consolidated financial statements as of July 1, 2019 and for year ended December 31, 2019. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and may have a material impact for the foreseeable future based on the actual occurrence of any business combination related activities. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. ASU 2016-13 also expands the disclosure requirements to enable users of consolidated financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. For public business entities that meet the definition of a Securities and Exchange Commission (“SEC”) filer, ASU 2016-13 is effective for annual and interim reporting periods beginning after December 15, 2019, and the guidance is to be applied using the modified-retrospective approach. Earlier adoption is permitted for annual and interim reporting periods beginning after December 15, 2018. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses,” (ASU No. 2018-19), in April 2019, the FASB issued Accounting Standards Update No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), in May 2019, the FASB issued Accounting Standards Update No. 2019-05, Financial Instruments—Credit Losses (Topic 326) (“ASU 2019-05”), in November 2019, the FASB issued Accounting Standards Update No. 2019-10, Financial Instruments—Credit Losses, (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Date (“ASU 2019-10”) and Accounting Standards Update No. 2019-11, Financial Instruments—Credit Losses (“ASU 2019-11”), and in February 2020, the FASB issued Accounting Standards Update No. 2020-02, Financial Instruments—Credit Losses, (Topic 326) and Leases (Topic 842) (“ASU 2020-02”). ASU 2020-02, delayed the effective date for certain entities including entities meeting the SEC’s definition of a Smaller Reporting Company. The Company is currently evaluating ASU 2016-13 all related ASUs to determine the impact to its consolidated financial statements and related disclosures and anticipates delaying the adoption of ASU 2016-13 as provided for until January 1, 2021. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820),” (ASU No. 2018-13), which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The provisions of ASU No. 2018-13 are effective for annual reporting periods beginning after December 15, 2019 and interim reporting periods within those annual periods, with early adoption permitted. Amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurements uncertainty should be applied prospectively for only the most recent interim or annual periods presented in the initial year of adoption with all other amendments applied retroactively to all periods presented upon their effective date. The Company has not yet determined the impact of implementing this new standard on the consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, “Intangibles – Goodwill and Other-Internal-Use Software (Subtopic 350-40),” (ASU No. 2018-15), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The provisions of ASU No. 2018-15 are effective for annual reporting periods beginning after December 15, 2019 and interim reporting periods within those annual periods, with early adoption permitted. This ASU shall be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company has not yet determined the impact of implementing this new standard on the consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interactions between Topic 808 and Topic 606” (ASU No. 2018-18), which clarifies certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account including aligning Topic 808 with the guidance in Topic 606. The provisions of ASU No. 2018-18 are effective for annual reporting periods beginning after December 15, 2019 and interim reporting periods within those annual periods, with early adoption permitted, including adoption in any interim period for public business entities for periods for which consolidated financial statements have not yet be issued. This ASU shall be applied retrospectively to the date of initial application of Topic 606. The Company has not yet determined the impact of implementing this new standard on the consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Tax” (ASU No. 2019-12), which removed certain exceptions and updated certain provisions related to the accounting for income tax. The provisions of ASU No. 2019-12 are effective for annual reporting periods beginning after December 15, 2020 and interim reporting periods within those annual periods, with early adoption permitted, including adoption in any interim period for public business entities for periods for which consolidated financial statements have not yet been issued or made available for issuance. This ASU shall be applied on a retrospectively or modified retrospective basis. The Company has not yet determined the impact of implementing this new standard on the consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Significant Customer's Revenues and Account Receivable Percentage | Customers to which 10% or more of the Company’s total revenues are attributable for any one of the periods presented consist of the following: CUSTOMER DECEMBER 31, A B C 2019 30 % 10 % 9 % 2018 35 % 9 % 17 % Customers to which 10% or more of the Company’s outstanding accounts receivable are attributable as of either December 31, 2019 or 2018 consist of the following: CUSTOMER DECEMBER 31, A B 2019 44 % 9 % 2018 52 % 24 % |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the statement of cash flows in thousands as a result of the adoption of Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”): DECEMBER 31, 2019 DECEMBER 31, 2018 Cash and cash equivalents $ 6,252 $ 18,221 Restricted cash, less current portion 1,560 1,560 Total cash, cash equivalents and restricted cash $ 7,812 $ 19,781 |
Schedule of Inventories, Net | Inventories, net consist of the following (in thousands): DECEMBER 31, 2019 DECEMBER 31, 2018 Raw materials $ 1,610 $ 1,844 Work in progress 783 1,580 Finished goods 5,756 4,800 $ 8,149 $ 8,224 |
Summary of Property, Plant and Equipment Estimated Useful Lives | The Company generally uses the following estimated useful lives for each asset category: ASSET CATEGORY ESTIMATED USEFUL LIFE Building 30 years Computer equipment 2-3 years Machinery and equipment 3-20 years Office equipment 3-5 years Furniture 3-5 years Leasehold improvements Shorter of lease term or useful life Software 3 years |
Summary of Intangible Assets Estimated Useful Lives | ASSET CATEGORY ESTIMATED USEFUL LIFE Customer Relationship 15 years Developed Technology 10 years Tradenames 10-15 years Non-compete 6 years In Process Research and Development 11 years |
Schedule of Derivative Liability Measured at Fair Value Using Unobservable Inputs | The following table provides a reconciliation of the activity for the contingent consideration measured between the most recent reporting period and as of the balance sheet date based on the fair value using significant inputs including the unobservable inputs (Level 3) (in thousands): CONTINGENT CONSIDERATION Fair value at September 13, 2019 $ 1,395 Change in estimated fair value recorded of contingent consideration 342 Fair value at December 31, 2019 $ 1,737 The following table provides a reconciliation of the activity for the derivative liability measured between the most recent reporting period and as of the balance sheet date based on the fair value using significant inputs including the unobservable inputs (Level 3) (in thousands): DERIVATIVE Fair value at December 31, 2017 $ 674 Derivative liability issued 573 Change in estimated fair value recorded of financial instruments 5,177 Derivative liability extinguished (6,424 ) Fair value at December 31, 2018 $ — |
Schedule of Fair Value of Derivative Liability | The following represents other inputs used in determining the fair value of the contingent consideration liability: SEPTEMBER 13, DECEMBER 31, 2019 2019 Discount rate $ 16.4 % $ 15.2 % Volatility 38.2 % 33.6 % Credit spread 11.1 % 10.8 % Risk-free rate 1.75 % 1.66 % The following table represents the significant inputs used in determining the fair value of the derivative liability: FEBRUARY 5, JANUARY 11-17, 2018 2018 Price $ 0.50 $ 1.00 Stock Price volatility 60 % 60 % Risk-free rate 1.46 % 1.43 % Probability weighted term in years 0.18 0.23 – 0.25 |
Schedule of Deferred Revenue | The Company’s deferred revenue is broken out as follows: DECEMBER 31, 2019 DECEMBER 31, 2018 Product revenues $ 299 $ 457 Financing costs (1) 609 604 License revenues 1,505 1,776 2,413 2,837 Less current portion (427 ) (438 ) $ 1,986 $ 2,399 (1) Financing costs relate to the implementation of ASC 606. Refer to the Company’s revenue recognition policy in this note. |
Fair Value Assumptions of Stock Options and Warrants | During the years ended December 31, 2019 and 2018, the Company calculated the fair value of stock options granted based on the following assumptions: DECEMBER 31, 2019 DECEMBER 31, 2018 Expected life (years) 5.33-6.08 2.51-6.08 Estimated volatility factor 51%-54 % 53%-58 % Risk-free interest rate 1.41%-2.44 % 2.42%-2.98 % Expected dividend yield — — |
Warrant [Member] | |
Fair Value Assumptions of Stock Options and Warrants | The fair value is subjective and is affected by certain significant inputs to the valuation model, which are disclosed in the table below. FEBRUARY 5, 2018 Contractual life (years) 2.9 Estimated volatility factor 55 % Risk-free interest rate 2.13 % Expected dividend yield — |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Consideration on Acquired Assets | The allocation of the total consideration was based on each of the acquired asset’s relative fair values as follows (in thousands): ALLOCATION OF COST OF Cash paid, inclusive of future payments $ 2,534 Fair value of contingent consideration 190 Other cost to acquire assets 168 Total acquisition related consideration $ 2,892 Intangible assets acquired: Customer relationships $ 2,333 Tradename 466 Non-compete 93 Total assets acquired $ 2,892 |
Schedule of Assets Acquired and Liabilities Assumed | The preliminary estimated fair values of the assets acquired, and liabilities assumed are as follows (in thousands): PRELIMINARY ALLOCATION AT DECEMBER 31, 2019 Accounts receivable $ 583 Inventory 523 Other current assets 211 Investments in subsidiary 537 Intangible assets: Developed technology 16,362 Tradename 2,659 In process research and development 2,713 Goodwill 6,764 Total assets acquired 30,352 Accounts payable 432 Accrued liabilities 779 Debt 1,612 Minority interest (14 ) Net assets acquired $ 27,543 Cash paid, net of cash acquired 5,849 Fair Value of stock consideration 20,299 Fair value of contingent consideration 1,395 Total purchase price $ 27,543 |
Schedule of Pro Forma Acquisition | The following unaudited pro forma results of operations assume the Pro Farm acquisition had occurred on January 1, 2018 (in thousands): PRO FORMA DECEMBER 31, 2019 PRO FORMA DECEMBER 31, 2018 Product revenues $ 30,362 $ 21,383 Cost of product revenues 13,630 11,211 Gross profit 16,732 10,172 Operating expenses 43,956 33,367 Loss from operations $ (27,224 ) $ (23,195 ) Basic and Diluted net loss per common share $ (0.30 ) $ (0.20 ) |
Right of Use Assets and Lease_2
Right of Use Assets and Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows (in thousands): YEAR ENDED DECEMBER 31, 2019 Operating lease cost $ 1,154 Short-term lease cost 88 Sublease income (93 ) Total operating lease costs: $ 1,149 Other information (in thousands) YEAR ENDED DECEMBER 30, 2019 Cash paid for amounts included in the measurement of lease liabilities $ 1,393 Right-of-use assets obtained in exchange for operating lease liabilities $ 1,204 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities for each future calendar year as of December 31, 2019 are as follows (in thousands): OPERATING LEASES 2020 $ 1,179 2021 1,202 2022 1,238 2023 1,275 2024 and beyond 864 Total lease payments 5,758 Less: imputed interest 875 Total lease obligation 4,883 Less lease obligation, current portion 913 Lease obligation, non-current portion $ 3,970 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following (in thousands): DECEMBER 31, 2019 DECEMBER 31, 2018 Land $ 1 $ 1 Buildings 6,562 6,528 Computer equipment and software 564 528 Furniture, fixtures and office equipment 379 347 Machinery and equipment 15,768 15,701 Leasehold improvements 2,410 2,373 Construction in progress 155 95 25,839 25,573 Less accumulated depreciation and amortization (12,579 ) (11,061 ) $ 13,260 $ 14,512 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible assets acquired through its asset purchase of Jet-Ag and Jet-Oxide product lines and Pro Farm during the year ended December 31, 2019, consist of the following (in thousands): DECEMBER 31, 2019 Customer Relationships $ 2,333 Developed Technology 16,362 Tradenames 3,125 Non-compete 93 In Process Research and Development 2,713 24,626 Less accumulated amortization (784 ) $ 23,842 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following table sets forth the potential shares of common stock as of the end of each period presented that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive (in thousands): DECEMBER 31, 2019 DECEMBER 31, 2018 Stock options outstanding 11,821 7,136 Warrants to purchase common stock 52,647 52,647 Restricted stock units outstanding 2,405 1,146 Common shares to be issued in lieu of agent fees 498 498 Employee stock purchase plan 8 — Maximum contingent consideration shares to be issued 5,972 — 73,351 61,427 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): DECEMBER 31, 2019 DECEMBER 31, 2018 Accrued compensation $ 2,730 $ 2,570 Accrued warranty costs 327 320 Accrued customer incentives 5,102 2,170 Accrued liabilities, acquisition related 1,722 - Accrued liabilities, other 2,586 1,811 $ 12,467 $ 6,871 |
Schedule of Changes in Accrued Warranty Costs | Changes in the Company’s accrued warranty costs during the period are as follows (in thousands): Balance at December 31, 2018 $ 320 Warranties issued (released) during the period 138 Settlements made during the period (131 ) Balance at December 31, 2019 $ 327 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Debt Including Debt to Related Parties | Debt, including debt due to related parties, consists of the following (in thousands): DECEMBER 31, 2019 DECEMBER 31, 2018 Secured promissory notes (“October 2012 and April 2013 Secured Promissory Notes”) bearing interest at 8.00% per annum, interest and principal due at maturity (December 31, 2022), collateralized by substantially all of the Company’s assets $ 3,425 $ 3,425 Secured promissory note (“June 2014 Secured Promissory Note”) bearing 8,404 8,639 Secured revolving borrowing (“LSQ Financing”) bearing interest at (12.80% annually) payable through the lenders direct collection of certain accounts receivable through March 2020, collateralized by substantially all of the Company’s personal property. 3,629 2,073 Senior secured promissory notes due to related parties (“August 2015 7,300 7,300 Research loan facility (“2018 Research Facility”) bearing interest at 1.00% per annum, interest payments are due annually on the anniversary date of the facility with principal payable in 25% increments on the anniversary date of the facility beginning on the fourth anniversary of the loan (September 2022), net of imputed interest as of December 31, 2019 of $8. 81 — Financial institution facility (“2018 Bank Facility”) bearing interest at Euribor plus 2.40% (2.60% as of December 31, 2019) per annum, interest payable monthly and principal payable at maturity (February 29, 2020), 60% guaranteed by Export Credit Agency of Finland for a fee of 2.49% 207 — Debt, including debt due to related parties $ 23,046 $ 21,437 Less debt due to related parties, non-current (7,300 ) (7,300 ) Less current portion (3,899 ) (2,318 ) Debt, non-current $ 11,847 $ 11,819 |
Schedule of Contractual Future Principal Payments | As of December 31, 2019, aggregate contractual future principal payments on the Company’s debt, including debt due to related parties, are due as follows (in thousands): PERIOD ENDING DECEMBER 31, DEBT DEBT TO RELATED PARTY 2020 $ 4,125 $ - 2021 311 - 2022 2,805 5,000 2023 379 2024 403 - Thereafter 6,940 - Total future principal payments 14,963 5,000 Interest payments included in debt balance (1) 976 2,300 $ 15,939 $ 7,300 (1) Due to the debt extinguishment requirement, the Company has included both accrued interest and future interest in the debt balance for certain outstanding debt, as further discussed in Notes 9 and 18. |
Reconciliation of Interest Expense for Debt Outstanding | The following is a reconciliation of interest expense for the debt outstanding during the year ended December 31, 2019 and 2018 (in thousands): DECEMBER 31, 2019 INTEREST EXPENSE RELATED PARTY, NET NON-CASH June 2014 Secured Promissory Note $ 674 $ — $ 20 LSQ Financing 429 — — ASC 606 Financing Component (2) 256 — 257 Other 115 — — $ 1,474 $ — $ 277 DECEMBER 31, 2018 INTEREST EXPENSE RELATED PARTY, NET NON-CASH October 2012 and April 2013 Secured Promissory Notes $ 213 $ — $ 13 June 2014 Secured Promissory Note 638 — 21 Secured December 2017 Convertible Note (1) 529 — 480 LSQ Financing 361 — 57 August 2015 Senior Secured Promissory Note — 451 113 ASC 606 Financing Component (2) 310 — 310 Capital leases and other 6 — — $ 2,057 $ 451 $ 994 (1) This agreement was terminated in February 2018 (2) The Company adopted ASC 606 on January 1, 2018. |
Schedule of Fair Value of Agent Fee | The change in the value of the agent fee and the fair value of the common stock granted in lieu of cash was also included in the gain on partial extinguishment of debt as follows: Agent fee, included in other liabilities, long term (pre-conversion) $ 827 Gain on extinguishment (319 ) Agent fee payable in common shares $ 508 |
Schedule of Debt Activity | The following table reflects the accounting for the activities under the Secured December 2017 Convertible Note as follows (in thousands): Principal (pre-conversion) $ 6,000 Discount (pre-conversion) (791 ) Consideration of common stock and warrants provided at conversion (16,843 ) Derivative liability extinguished 6,424 Loss on extinguishment 5,210 Balance at December 31, 2018 $ - |
Snyder Debt Conversion [Member] | |
Schedule of Debt Conversion | The accounting for the change due to the Snyder Debt Conversion is as follows (in thousands): Principal (pre-conversion) $ 12,450 Discount (pre-conversion) (134 ) Consideration of common stock and warrants provided at conversion (6,196 ) Gain on extinguishment (2,695 ) Principal and future interest at December 31, 2018 $ 3,425 |
Secured December 2017 Convertible Note [Member] | |
Schedule of Debt Conversion | The following table reflects the activity under this note: Principal balance, net at December 31, 2018 $ 8,639 Principal payments (908 ) Interest 653 Debt discount amortization 20 Principal balance, net at December 31, 2019 $ 8,404 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Fair Value Warrant Assumptions | AUGUST 6, 2019 Expected life (years) 3.4 Estimated volatility factor 53.1 % Risk-free interest rate 1.52 % Expected dividend yield — DECEMBER 2019 Expected life (years) 3.01-3.04 Estimated volatility factor 52.9-53.1 % Risk-free interest rate 1.58-1.66 % Expected dividend yield — |
Summary of Information About Common Stock Warrants Outstanding | The following table summarizes information about the Company’s common stock warrants outstanding as of December 31, 2019 (in thousands, except exercise price data): NUMBER OF SHARES SUBJECT TO EXPIRATION WARRANTS EXERCISE DESCRIPTION ISSUE DATE DATE ISSUED PRICE In connection with June 2013 Credit Facility (June 2013 Warrants) June 2013 June 2023 (1) 27 $ 8.40 In connection with August 2015 Senior Secured Promissory Notes (August 2015 Warrants) August 2015 August 2023 4,000 $ 1.91 In connection with October 2012 and April 2013 Secured Promissory Notes (November 2016 Warrants) November 2016 November 2026 125 $ 2.38 In connection with June 2017 Consulting Agreement (November 2017 Warrants) June 2017 June 2027 80 $ 1.10 In connection with February 2018 Financing Transaction (February 2018 Warrants 1) February 2018 December 2020 6,750 $ 1.00 In connection with February 2018 Financing Transaction (February 2018 Warrants 2) February 2018 December 2020 5,065 $ 1.25 In connection with August 2019 Modification of February 2018 Warrants (Warrant Amendment and Plan of Reorganization Agreement) August 2019 December 2021 20,600 $ 1.00 In connection with Exercise 1 & 2 of Call Option under the Warrant Amendment and Plan of Reorganization Agreement (August 2019 Warrants) Various dates starting in August 2019 January 2023 16,000 $ 1.75 52,647 (1) The June 2013 Warrants expire upon the earlier to occur of (i) the date listed above; (ii) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any transfer of more than 50% of the voting power of the Company, reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Company); or (iii) a sale of all or substantially all of the assets of the Company unless the Company’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company’s acquisition or sale or otherwise), hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity. |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Reserved Shares of Common Stock for Future Issuances | As of December 31, 2019, the Company had reserved shares of common stock for future issuances as follows (in thousands): SHARES Shares available for future grant under stock incentive plans 4,051 Stock options outstanding 11,821 Restricted stock units outstanding 2,405 Warrants called not yet exercised 20,600 Warrants to purchase common stock 52,647 Common shares to be issued in lieu of agent fees 498 Shares available for future purchase under ESPP 885 Maximum contingent consideration shares to be issued 5,972 Contingent shares to be issued in connection with future retirement of CEO. 1,250 Balance at December 31, 2019 100,129 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Options Activity | The following table summarizes the activity under the Company’s stock option plans for the year ended December 31, 2019 (in thousands, except exercise price and remaining contractual life data): WEIGHTED- AVERAGE WEIGHTED- REMAINING AVERAGE CONTRACTUAL AGGREGATE SHARES EXERCISE LIFE INTRINSIC OUTSTANDING PRICE (IN YEARS) VALUE Balances at December 31, 2019 7,136 $ 3.31 8.1 $ 469 Options granted 5,607 $ 1.43 Options exercised (47 ) $ 1.18 Options cancelled (875 ) $ 1.92 Balances at December 31, 2019 11,821 $ 2.53 8.2 $ 65 Vested and expected to vest at December 31, 2019 10,022 $ 2.71 8.0 $ 62 Exercisable at December 31, 2019 4,696 $ 4.04 6.7 $ 55 The following table summarizes shares available for grant under the Company’s stock incentive plans for the year ended December 31, 2019 (in thousands): SHARES AVAILABLE FOR GRANT Balances at December 31, 2018 6,175 Shares authorized 3,874 Options granted (5,607 ) Options cancelled 875 Restricted stock units granted (1,266 ) Restricted stock units cancelled - Balances at December 31, 2019 4,051 |
Summary of Restricted Stock Units Activity | The following table reflects the activity of restricted stock units for the year ended December 31, 2019 (in thousands, except weighted average grant date fair value): WEIGHTED AVERAGE GRANT SHARES DATE FAIR OUTSTANDING VALUE Outstanding at December 31, 2018 1,146 $ 1.40 Granted 1,266 1.44 Exercised (7 ) 1.36 Forfeited - - Outstanding at December 31, 2019 2,405 $ 1.40 |
Summary of Non-vested Restricted Stock Units Activity | The following table summarizes the activity of non-vested restricted stock units for the year ended December 31, 2019 (in thousands, except weighted average grant date fair value): WEIGHTED AVERAGE GRANT SHARES DATE FAIR OUTSTANDING VALUE Nonvested at December 31, 2018 404 $ 1.40 Granted 1,266 1.44 Vested (959 ) 1.42 Forfeited - - Nonvested at December 31, 2019 711 $ 1.45 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Loss Before Provision for Income Taxes | At December 31, 2019, the Income (loss) before provision for income taxes, includes the following components (in thousands): DECEMBER 31, 2019 2018 Domestic $ (36,692 ) $ (20,213 ) Foreign (483 ) - Income (loss) before income taxes $ (37,175 ) $ (20,213 ) |
Schedule of Deferred Tax Assets | The temporary timing differences that give rise to the deferred tax assets are as follows (in thousands): DECEMBER 31, 2019 2018 DEFERRED TAX ASSETS: Federal & State NOL carryforward $ 74,109 $ 64,319 Research and development tax credits 4,223 3,609 Other, net 5,745 3,058 Net deferred tax assets 84,077 70,986 Less valuation allowance (78,187 ) (70,986 ) Net deferred tax assets $ 5,890 $ - DEFERRED TAX LIABILITIES: Other Intangibles 5,890 - Net deferred tax assets $ - $ - |
Reconciliation of Effective Income Tax Rate to US Federal Income Tax Statutory Rate | For the years ended December 31, 2019 and 2018, the Company did not recognized a provision. The provision for income taxes is different than the amount computed using the applicable statutory federal income tax rate as summarized below: DECEMBER 31, 2019 2018 Federal tax benefit at statutory rate 21 % 21 % State tax benefit, net of federal benefit 9 5 Foreign rate differential 1 — Interest Expense — (1 ) Share-based compensation expense (1 ) (1 ) Other — 2 Debt- related — 2 Change in accounting method — 4 Financing cost, warrants (4 ) — Adjustment due to change in valuation allowance (26 ) (32 ) Provision for income taxes — % — % |
Reconciliation of Beginning and Ending Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): DECEMBER 31, 2019 2018 Balance at January 1 $ 1,348 $ 1,201 Gross increase to tax positions in prior years 14 147 Gross increases to tax positions in the current year 69 — Balance at December 31 $ 1,431 $ 1,348 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
August 2015 Senior Secured Promissory Note [Member] | |
Schedule of Debt Conversion | The accounting for the change due to the August 2015 Senior Secured Promissory Notes is as follows (in thousands): Principal (pre-conversion) $ 40,000 Accrued interest to be paid at maturity 339 Discount (pre-conversion) (2,171 ) Consideration of common stock and warrants provided at conversion (21,685 ) Gain on extinguishment (9,183 ) Principal and future interest at December 31, 2018 $ 7,300 |
Summary of Business, Basis of_2
Summary of Business, Basis of Presentation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Aug. 31, 2019 | Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 13, 2020 | Sep. 30, 2019 | Jan. 02, 2018 | |
Date of incorporation | Jun. 15, 2006 | ||||||
Accumulated deficit | $ (320,649) | $ (283,474) | $ 2,300 | ||||
Working capital | 631 | ||||||
Cash and cash equivalents | 6,252 | 18,221 | |||||
Debt excluding related parties | 15,746 | ||||||
Debt due to related parties | 7,300 | 7,300 | |||||
Restricted cash | $ 1,560 | ||||||
Debt maturity date | May 30, 2020 | ||||||
Warrants to purchase of common stock | 52,647,000 | ||||||
Debt conversion amount | 6,000 | ||||||
Outstanding principal amount | 40,000 | ||||||
Proceeds from issuance of common stock | $ 12,665 | $ 34,486 | |||||
August 2019 [Member] | |||||||
Warrants to purchase of common stock | 36,600,000 | ||||||
Warrants expiration description | The Warrant Reorganization Agreement, the Company has agreed to extend the expiration date under the February 2018 Warrants held by such holders from December 2020 to December 2021, | ||||||
Shares issued price per share | $ 1 | ||||||
February 2018 Warrants [Member] | |||||||
Warrants to purchase of common stock | 22,000,000 | ||||||
Subsequent Event [Member] | |||||||
Cash and cash equivalents | $ 4,767 | ||||||
Pro Farm Technologies OY [Member] | |||||||
Ownership controlling interest percentage | 1.00% | 99.00% |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)Number | Dec. 31, 2018USD ($) | Jan. 02, 2018USD ($) | |
Receivables due period | 12 months | ||
Customers accounted for percentage of company's total revenues | 12.00% | ||
Concentration risk, supplier | The active ingredient in the Company's Regalia product line is derived from the giant knotweed plant, which the Company obtains from China. The Company currently relies on one supplier for this plant. Such single supplier acquires raw knotweed from numerous regional sources and performs an extraction process on this plant, creating a dried extract that is shipped to the Company's manufacturing plant. While the Company does not have a long-term supply contract with this supplier, the Company does have a long-term business relationship with this supplier. The Company endeavors to keep 6 months of knotweed extract on hand at any given time, but an unexpected disruption in supply could have an effect on Regalia supply and revenues. Although the Company has identified additional sources of raw knotweed, there can be no assurance that the Company will continue to be able to obtain dried extract from China at a competitive price. | ||
Allowance for doubtful accounts | |||
Adjustment to inventory reserves | 248 | 579 | |
Adjustment of actual utilization of manufacturing plant | $ 969 | 1,078 | |
Interest rate fair value, description | Interest Rate. Interest rate based on US Constant Maturity Treasury rates for the same period as the period of performance of 2020 to 2023. | ||
Accumulated deficit | $ (320,649) | (283,474) | $ 2,300 |
Deferred product revenue | 299 | 457 | 5,400 |
Deferred cost of product revenues | $ 3,100 | ||
Revenue | 29,373 | 21,220 | |
Financing revenues | 200 | 200 | |
Research and development expenses | 12,924 | 9,681 | |
Patent expenses | 1,102 | 981 | |
Shipping and handling costs | 1,180 | 837 | |
Advertising costs | $ 708 | 1,022 | |
Income tax decription | The most significant impact of the legislation for the Company was a $27,971,000 reduction of the value of the Company's net deferred tax assets (which represent future tax benefits). | ||
Change in enacted tax rate amount | $ 27,971 | ||
Deferred tax asset, valuation allowance | $ 78,187 | 70,986 | |
Percentage of recognized uncertain tax position upon ultimate settlement | 50.00% | ||
Uncertain tax positions | |||
Interest and penalties related to income tax | |||
Cumulative translation adjustment | $ 100 | 50 | |
Operating segment | Number | 1 | ||
Business Acquisition [Member] | |||
Uncertain tax positions | $ 22 | ||
Tax Cuts and Jobs Act [Member] | |||
Deferred tax asset, valuation allowance | 27,971 | ||
Strategic Collaboration and Distribution Agreements [Member] | |||
Proceeds from collaboration | 800 | 800 | |
Product Sales [Member] | |||
Deferred product revenue | 299 | 457 | |
License [Member] | |||
Revenue | 461 | $ 445 | |
License [Member] | Strategic Collaboration and Distribution Agreements [Member] | |||
Proceeds from collaboration | 4,100 | ||
Revenue | $ 200 | ||
Sales Revenue Net [Member] | International Customers [Member] | |||
Customers accounted for percentage of company's total revenues | 12.00% | 11.00% | |
Sales Revenue Net [Member] | International Customers [Member] | Three Product [Member] | |||
Customers accounted for percentage of company's total revenues | 88.00% | 90.00% | |
Maximum [Member] | |||
Receivables due period | 120 days |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Significant Customer's Revenues and Account Receivable Percentage (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Customers accounted for percentage of company's total revenues and accounts receivable | 12.00% | |
Customer A [Member] | Sales Revenue Net [Member] | Customer Concentration Risk [Member] | ||
Customers accounted for percentage of company's total revenues and accounts receivable | 30.00% | 35.00% |
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Customers accounted for percentage of company's total revenues and accounts receivable | 44.00% | 52.00% |
Customer B [Member] | Sales Revenue Net [Member] | Customer Concentration Risk [Member] | ||
Customers accounted for percentage of company's total revenues and accounts receivable | 10.00% | 9.00% |
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Customers accounted for percentage of company's total revenues and accounts receivable | 9.00% | 24.00% |
Customer C [Member] | Sales Revenue Net [Member] | Customer Concentration Risk [Member] | ||
Customers accounted for percentage of company's total revenues and accounts receivable | 9.00% | 17.00% |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 6,252 | $ 18,221 | |
Restricted cash, less current portion | 1,560 | 1,560 | |
Total cash, cash equivalents and restricted cash | $ 7,812 | $ 19,781 | $ 2,833 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Raw materials | $ 1,610 | $ 1,844 |
Work in progress | 783 | 1,580 |
Finished goods | 5,756 | 4,800 |
Inventories, net | $ 8,149 | $ 8,224 |
Significant Accounting Polici_8
Significant Accounting Policies - Summary of Property, Plant and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Buildings [Member] | |
Property, plant and equipment, estimated useful life | 30 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, plant and equipment, estimated useful life | 2 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, plant and equipment, estimated useful life | 3 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, plant and equipment, estimated useful life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, plant and equipment, estimated useful life | 20 years |
Office Equipment [Member] | Minimum [Member] | |
Property, plant and equipment, estimated useful life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, plant and equipment, estimated useful life | 5 years |
Furniture [Member] | Minimum [Member] | |
Property, plant and equipment, estimated useful life | 3 years |
Furniture [Member] | Maximum [Member] | |
Property, plant and equipment, estimated useful life | 5 years |
Leasehold Improvements [Member] | |
Property, plant and equipment, estimated useful life, description | Shorter of lease term or useful life |
Software [Member] | |
Property, plant and equipment, estimated useful life | 3 years |
Significant Accounting Polici_9
Significant Accounting Policies - Summary of Intangible Assets Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Customer Relationships [Member] | |
Intangible asset, useful life | 15 years |
Developed Technology [Member] | |
Intangible asset, useful life | 10 years |
Tradenames [Member] | Minimum [Member] | |
Intangible asset, useful life | 10 years |
Tradenames [Member] | Maximum [Member] | |
Intangible asset, useful life | 15 years |
Non-Compete [Member] | |
Intangible asset, useful life | 6 years |
In Process Research and Development [Member] | |
Intangible asset, useful life | 11 years |
Significant Accounting Polic_10
Significant Accounting Policies - Schedule of Derivative Liability Measured at Fair Value Using Unobservable Inputs (Details) - Unobservable Inputs Level 3 [Member] - Derivative Liability [Member] - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair value, beginning | $ 1,395 | $ 674 |
Derivative liability issued | 573 | |
Change in estimated fair value recorded of financial instruments | 342 | 5,177 |
Derivative liability extinguished | (6,424) | |
Fair value, ending | $ 1,737 |
Significant Accounting Polic_11
Significant Accounting Policies - Schedule of Fair Value of Derivative Liability (Details) - $ / shares | Sep. 13, 2019 | Feb. 05, 2018 | Jan. 17, 2018 | Dec. 31, 2019 |
Discount rate | 16.40% | 15.20% | ||
Price | $ 0.50 | $ 1 | ||
Stock Price volatility | 38.20% | 60.00% | 60.00% | 33.60% |
Credit spread | 11.10% | 10.80% | ||
Risk-free rate | 1.75% | 1.46% | 1.43% | 1.66% |
Probability weighted term in years | 2 months 5 days | |||
Minimum [Member] | ||||
Probability weighted term in years | 2 months 23 days | |||
Maximum [Member] | ||||
Probability weighted term in years | 2 months 30 days |
Significant Accounting Polic_12
Significant Accounting Policies - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2018 | |
Accounting Policies [Abstract] | ||||
Product revenues | $ 299 | $ 457 | $ 5,400 | |
Financing costs | [1] | 609 | 604 | |
License revenues | 1,505 | 1,776 | ||
Deferred revenue | 2,413 | 2,837 | ||
Less current portion | (427) | (438) | ||
Deferred revenue, less current portion | $ 1,986 | $ 2,399 | ||
[1] | Financing costs relate to the implementation of ASC 606. Refer to the Company's revenue recognition policy in this note. |
Significant Accounting Polic_13
Significant Accounting Policies - Fair Value Assumptions of Stock Options and Warrants (Details) | Feb. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Expected dividend yield | 0.00% | 0.00% | |
Warrant [Member] | |||
Expected & Contractual life (years) | 2 years 10 months 25 days | ||
Estimated volatility factor | 55.00% | ||
Risk-free interest rate | 2.13% | ||
Expected dividend yield | 0.00% | ||
Minimum [Member] | |||
Expected & Contractual life (years) | 5 years 3 months 29 days | 2 years 6 months 3 days | |
Estimated volatility factor | 51.00% | 53.00% | |
Risk-free interest rate | 1.41% | 2.42% | |
Maximum [Member] | |||
Expected & Contractual life (years) | 6 years 29 days | 6 years 29 days | |
Estimated volatility factor | 54.00% | 58.00% | |
Risk-free interest rate | 2.44% | 2.98% |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Sep. 13, 2019 | Sep. 13, 2019 | Sep. 10, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 |
Acquired in cash consideration | $ 2,534,000 | ||||||
Fair value of contingent consideration | 190,000 | ||||||
Acquisition costs | 168,000 | ||||||
Acquisition percentage | 50.00% | 50.00% | |||||
Issuance of common stock value | $ 12,665,000 | ||||||
Number of warrant shares exercised | 52,647,000 | 52,647,000 | |||||
Pro Farm Technologies OY [Member] | |||||||
Non-controlling interest, percentage | 1.00% | 1.00% | 99.00% | ||||
Jet Harvest Solutions [Member] | |||||||
Acquired in cash consideration | 2,534,000 | ||||||
Payment of acquisition cash acquired | $ 544,200 | ||||||
Acquisition payment, description | The remainder is to be paid in four installments over an 16-month window | ||||||
Earn out payments, description | The asset purchase agreement also contains a provision providing five yearly earn out payments from 2020 through 2024 based on the Company's total future sales of Jet-Ag and Jet-Oxide purchased through a specified supplier. | ||||||
Fair value of contingent consideration | $ 190,000 | ||||||
Acquisition costs | $ 168,000 | ||||||
Pro Farm Technologies OY [Member] | |||||||
Acquired in cash consideration | $ 27,543,000 | ||||||
Payment of acquisition cash acquired | $ 2,843,000 | ||||||
Acquisition costs | $ 3,084,000 | ||||||
Acquisition percentage | 100.00% | 100.00% | |||||
Debt incurred on behalf of acquirer | $ 3,178,000 | ||||||
Number of shares issued during period | 12,666,000 | ||||||
Acquisition market price | $ 1.59 | $ 1.59 | |||||
Issuance of common stock value | $ 20,299,000 | ||||||
Incurred expenses of business acquisition | $ 3,178,000 | ||||||
Number of warrant shares exercised | 10,000,000 | 10,000,000 | |||||
Product revenues | $ 1,433,000 | ||||||
Business acquisition on operating loss | $ 1,520,000 | ||||||
Pro Farm Technologies OY [Member] | Maximum [Member] | |||||||
Fair value of contingent consideration | $ 7,466,000 | $ 7,466,000 | |||||
Pro Farm Technologies OY [Member] | Key Employee [Member] | |||||||
Fair value of restricted stock units, shares | 100,000 | ||||||
Fair value of restricted stock units, value | $ 159,000 | ||||||
Pro Farm Technologies OY [Member] | Through December 31,2024 [Member] | |||||||
Fair value | $ 1,395,000 | $ 1,395,000 | |||||
Russian Manufacturing Plant [Member] | |||||||
Investment subsidiary interest rate | 12.00% | 12.00% |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Consideration on Acquired Assets (Details) $ in Thousands | Sep. 10, 2019USD ($) |
Cash paid, inclusive of future payments | $ 2,534 |
Fair value of contingent consideration | 190 |
Other cost to acquire assets | 168 |
Total acquisition related consideration | 2,892 |
Total assets acquired | 2,892 |
Customer Relationships [Member] | |
Total assets acquired | 2,333 |
Tradename [Member] | |
Total assets acquired | 466 |
Non-compete [Member] | |
Total assets acquired | $ 93 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Business Combinations [Abstract] | |
Accounts receivable | $ 583 |
Inventory | 523 |
Other current assets | 211 |
Investments in subsidiary | 537 |
Developed technology | 16,362 |
Tradename | 2,659 |
In process research and development | 2,713 |
Goodwill | 6,764 |
Total assets acquired | 30,352 |
Accounts payable | 432 |
Accrued liabilities | 779 |
Debt | 1,612 |
Minority interest | (14) |
Net assets acquired | 27,543 |
Cash paid, net of cash acquired | 5,849 |
Fair Value of stock consideration | 20,299 |
Fair value of contingent consideration | 1,395 |
Total purchase price | $ 27,543 |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Product revenues | $ 30,362 | $ 21,383 |
Cost of product revenues | 13,630 | 11,211 |
Gross profit | 16,732 | 10,172 |
Operating expenses | 43,956 | 33,367 |
Loss from operations | $ (272,224) | $ (23,195) |
Basic and Diluted net loss per common share | $ (0.30) | $ (0.20) |
Right of Use Assets and Lease_3
Right of Use Assets and Lease Liabilities (Details Narrative) $ in Thousands | Jan. 19, 2016USD ($)ft² | Apr. 30, 2014USD ($)ft² | Sep. 30, 2013USD ($)ft² | Dec. 31, 2019USD ($) | Jan. 02, 2019USD ($) | Dec. 31, 2018USD ($) |
Right-of-use assets | $ 4,567 | |||||
Lease liabilities | $ 913 | |||||
Weighted average incremental borrowing rate | 7.02% | |||||
Weighted average remaining lease term | 4 years 8 months 12 days | |||||
ASU 2016-02 [Member] | ||||||
Right-of-use assets | $ 5,324 | |||||
Lease liabilities | $ 5,510 | |||||
California [Member] | ||||||
Percentage of annual increase in base rent | 5.00% | |||||
Area of vacant office space subleased | ft² | 3,800 | |||||
Sublease description | The initial term of the sublease is for a period of approximately 43 months and commenced on February 1, 2016. The monthly base rent is approximately $5,000 per month for the first 12 months with a 5% increase each year thereafter. | |||||
Sublease term | 43 months | |||||
Sub lease commenced date | Feb. 1, 2016 | |||||
Sublease agreement, monthly base rent | $ 5 | |||||
Office and Laboratory Space One [Member] | ||||||
Office facility lease agreement | ft² | 27,300 | |||||
Lease agreement period | 60 months | |||||
Lease commenced date | Aug. 31, 2014 | |||||
Monthly base rent | $ 44 | |||||
Initial base rent, term | 12 months | |||||
Percentage of annual increase in base rent | 3.00% | |||||
Office and Laboratory Space Two [Member] | ||||||
Office facility lease agreement | ft² | 17,400 | |||||
Lease agreement period | 60 months | |||||
Lease commenced date | Aug. 31, 2014 | |||||
Monthly base rent | $ 28 | |||||
Percentage of annual increase in base rent | 3.00% |
Right of Use Assets and Lease_4
Right of Use Assets and Lease Liabilities - Schedule of Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 1,154 |
Short-term lease cost | 88 |
Sublease income | (93) |
Total operating lease costs | 1,149 |
Cash paid for amounts included in the measurement of lease liabilities | 1,393 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 5,324 |
Right of Use Assets and Lease_5
Right of Use Assets and Lease Liabilities - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2020 | $ 1,179 | |
2021 | 1,202 | |
2022 | 1,238 | |
2023 | 1,275 | |
2024 and beyond | 864 | |
Total lease payments | 5,758 | |
Less: imputed interest | 875 | |
Total lease obligation | 4,883 | |
Less lease obligation, current portion | 913 | |
Lease obligation, non-current portion | $ 3,970 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 1,565 | $ 1,890 |
Disposition of property, plant and equipment | $ 48 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 25,839 | $ 25,573 |
Less accumulated depreciation | (12,579) | (11,061) |
Property, plant and equipment, net | 13,260 | 14,512 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1 | 1 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,562 | 6,528 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 564 | 528 |
Furniture, Fixtures and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 379 | 347 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 15,768 | 15,701 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,410 | 2,373 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 155 | $ 95 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Amortization expense | $ 784 |
Weighted average life of intangible assets | 10 years 9 months 18 days |
From 2020 through 2024 [Member] | |
Amortization expense | $ 3,106,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Intangible assets, gross | $ 24,626 |
Less accumulated amortization | (784) |
Intangible assets, net | 23,842 |
Customer Relationships [Member] | |
Intangible assets, gross | 2,333 |
Developed Technology [Member] | |
Intangible assets, gross | 16,362 |
Tradenames [Member] | |
Intangible assets, gross | 3,125 |
Non-compete [Member] | |
Intangible assets, gross | 93 |
In Process Research and Development [Member] | |
Intangible assets, gross | $ 2,713 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 73,351,000 | 61,427,000 |
Stock Options Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 11,821,000 | 7,136,000 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 52,647,000 | 52,647,000 |
Restricted Stock Units Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 2,405,000 | 1,146,000 |
Common Shares to be Issued in Lieu of Agent Fees [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 498,000 | 498,000 |
Employee Stock Purchase Plan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 8,000 | |
Maximum Contingent Consideration Shares to be Issued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 5,972,000 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 2,730 | $ 2,570 |
Accrued warranty costs | 327 | 320 |
Accrued customer incentives | 5,102 | 2,170 |
Accrued liabilities, acquisition related | 1,722 | |
Accrued liabilities, other | 2,586 | 1,811 |
Accrued liabilities, total | $ 12,467 | $ 6,871 |
Accrued Liabilities - Schedul_2
Accrued Liabilities - Schedule of Changes in Accrued Warranty Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Payables and Accruals [Abstract] | |
Balance at December 31, 2018 | $ 320 |
Warranties issued (released) during the period | 138 |
Settlements made during the period | (131) |
Balance at December 31, 2019 | $ 327 |
Debt (Details Narrative)
Debt (Details Narrative) | Jan. 07, 2020USD ($) | Jan. 07, 2020USD ($) | Jan. 06, 2020USD ($) | Jan. 06, 2020USD ($) | Sep. 10, 2019USD ($) | Aug. 30, 2019 | Feb. 20, 2018 | Feb. 05, 2018USD ($)$ / sharesshares | Dec. 15, 2017$ / shares | Oct. 12, 2017USD ($) | Mar. 24, 2017USD ($) | Apr. 10, 2013USD ($) | Oct. 02, 2012USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2019EUR (€)shares | Dec. 31, 2018USD ($) | Sep. 30, 2019 | Sep. 10, 2019EUR (€) | Sep. 04, 2019EUR (€) | Sep. 04, 2018USD ($) | Sep. 04, 2018EUR (€) | Jan. 31, 2018USD ($) | Jan. 02, 2018 | Dec. 31, 2017USD ($) |
Fair value of debt | $ 15,746,000 | $ 14,137,000 | |||||||||||||||||||||||
Debt instrument, prime rate | 7.25% | 7.25% | |||||||||||||||||||||||
Debt conversion amount | 6,000,000 | ||||||||||||||||||||||||
Number of warrant shares exercised | shares | 52,647,000 | ||||||||||||||||||||||||
Debt instrument, maturity date | May 30, 2020 | May 30, 2020 | |||||||||||||||||||||||
Gain/loss on extinguishment of debt | (2,196,000) | ||||||||||||||||||||||||
Repayment of secured debt | 27,822,000 | 21,046,000 | |||||||||||||||||||||||
Required deposit balance | 1,560,000 | 1,560,000 | |||||||||||||||||||||||
Amortized debt discount | 215,000 | ||||||||||||||||||||||||
Accounts receivable | 5,925,000 | 2,720,000 | |||||||||||||||||||||||
Outstanding principal amount | $ 40,000,000 | ||||||||||||||||||||||||
LSQ Funding Group L.C [Member] | |||||||||||||||||||||||||
Debt instrument description | In March 2018, the Company and LSQ amended the LSQ Financing agreement and extended the term for an additional 60 days. In June 2018, the Company amended the LSQ Financing arrangement which effectively (i) decreased the invoice purchase fee from 1.00% to a range of 0.40% to 1.00%, ii) decreased the funds usage fee from 0.035% to a range of 0.020% to 0.035% and (iii) extended the terms of the agreement to June 30, 2019. | In March 2018, the Company and LSQ amended the LSQ Financing agreement and extended the term for an additional 60 days. In June 2018, the Company amended the LSQ Financing arrangement which effectively (i) decreased the invoice purchase fee from 1.00% to a range of 0.40% to 1.00%, ii) decreased the funds usage fee from 0.035% to a range of 0.020% to 0.035% and (iii) extended the terms of the agreement to June 30, 2019. | |||||||||||||||||||||||
Sale of certain accounts receivable to third-party | $ 7,000,000 | ||||||||||||||||||||||||
Invoice purchase fee percentage | 1.00% | ||||||||||||||||||||||||
Additional monthly funds usage rate | 0.35% | ||||||||||||||||||||||||
Unamortized debt discount | $ 3,629,000 | 2,073,000 | |||||||||||||||||||||||
Convertible promissory note | 4,957,000 | ||||||||||||||||||||||||
Accounts receivable | $ 5,082,000 | 2,693,000 | |||||||||||||||||||||||
LSQ Funding Group L.C [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Sale of certain accounts receivable to third-party | $ 20,000,000 | $ 20,000,000 | $ 7,000,000 | $ 7,000,000 | |||||||||||||||||||||
Invoice purchase fee percentage | 0.25% | 0.40% | |||||||||||||||||||||||
Additional monthly funds usage rate | 0.025% | 0.02% | |||||||||||||||||||||||
Aging collection fee percentage | 0.75% | 0.35% | |||||||||||||||||||||||
Temination fee percentage | 0.50% | 0.75% | |||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Aging collection fee percentage | 0.35% | ||||||||||||||||||||||||
Maximum [Member] | LSQ Funding Group L.C [Member] | |||||||||||||||||||||||||
Advancement rate of receivables face value | 80.00% | ||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||
Aging collection fee percentage | 0.00% | ||||||||||||||||||||||||
Minimum [Member] | LSQ Funding Group L.C [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Aging collection fee percentage | 0.00% | ||||||||||||||||||||||||
Domestic Receivables [Member] | LSQ Funding Group L.C [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Invoice purchase fee percentage | 90.00% | 85.00% | |||||||||||||||||||||||
International Receivables [Member] | LSQ Funding Group L.C [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Invoice purchase fee percentage | 70.00% | 60.00% | |||||||||||||||||||||||
The Addendum [Member] | LSQ Funding Group L.C [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Agreement descriptions | In addition to the Amendment, the Company simultaneously entered into an Amended Inventory Financing Addendum (the "Addendum") with LSQ. The Addendum allows the Company to request an advance up to the lesser of (i) 100% of the Company's unpaid finished goods inventory; (ii) 65% of the appraised value of the Company's inventory performed on or on behalf of LSQ; or (iii) $3,000,000. Funds advance under the Addendum are subject to a monthly inventory management fee of 0.5% on the average monthly inventory funds available and a daily interest rate of 0.025%. | ||||||||||||||||||||||||
Secured Debt [Member] | |||||||||||||||||||||||||
Debt instrument description | The Company is required to maintain a current ratio of not less than 1.25-to-1.0, a debt-to-worth ratio of no greater than 4.0-to-1.0 and a loan-to-value ratio of no greater than 70% as determined by Five Star Bank. | The Company is required to maintain a current ratio of not less than 1.25-to-1.0, a debt-to-worth ratio of no greater than 4.0-to-1.0 and a loan-to-value ratio of no greater than 70% as determined by Five Star Bank. | |||||||||||||||||||||||
Debt covenant compliance | As of December 31, 2019, the Company was in compliance with each of these covenants (the current ratio, debt to worth ratio, and a loan-to-value ratio of no greater than 70%) | As of December 31, 2019, the Company was in compliance with each of these covenants (the current ratio, debt to worth ratio, and a loan-to-value ratio of no greater than 70%) | |||||||||||||||||||||||
Secured Convertible Debt [Member] | Securities Purchase Agreement [Member] | Dwight W. Anderson [Member] | |||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | ||||||||||||||||||||||||
Common stock price per share description | Company's common stock at a rate of one share of common stock per $0.50. | ||||||||||||||||||||||||
October 2012 Secured Promissory Notes [Member] | |||||||||||||||||||||||||
Outstanding principal amount | $ 10,000,000 | ||||||||||||||||||||||||
October 2012 Secured Promissory Notes [Member] | Loan Agreement [Member] | |||||||||||||||||||||||||
Debt instrument borrowing amount | $ 4,950,000 | ||||||||||||||||||||||||
Issued in partial consideration | 3,700,000 | ||||||||||||||||||||||||
Partial conversion for the cancellation amount | 1,250,000 | ||||||||||||||||||||||||
October 2012 Secured Promissory Notes [Member] | Loan Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||
Debt instrument borrowing amount | $ 5,000,000 | ||||||||||||||||||||||||
October 2012 Secured Promissory Notes [Member] | Secured Debt [Member] | |||||||||||||||||||||||||
Debt instrument borrowing amount | $ 7,500,000 | ||||||||||||||||||||||||
October 2012 Secured Promissory Notes and April 2013 Secured Promissory Notes [Member] | Minimum [Member] | |||||||||||||||||||||||||
Debt instrument borrowing amount | 7,500,000 | ||||||||||||||||||||||||
October 2012 Secured Promissory Notes and April 2013 Secured Promissory Notes [Member] | Maximum [Member] | |||||||||||||||||||||||||
Debt instrument borrowing amount | $ 12,450,000 | ||||||||||||||||||||||||
October 2012 and April 2013 Secured Promissory Notes [Member] | |||||||||||||||||||||||||
Debt instrument, interest rate | 14.00% | ||||||||||||||||||||||||
Debt conversion amount | $ 10,000,000 | ||||||||||||||||||||||||
Conversion of debt, shares | shares | 5,714,285 | ||||||||||||||||||||||||
Number of warrant shares exercised | shares | 1,142,856 | ||||||||||||||||||||||||
Secured debt | $ 3,425,000 | 2,450,000 | |||||||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2022 | ||||||||||||||||||||||||
Gain/loss on extinguishment of debt | $ 319,000 | $ 3,015,000 | |||||||||||||||||||||||
Debt fee percentage | 7.00% | 7.00% | |||||||||||||||||||||||
Number of shares issued for services | shares | 498,000 | 498,000 | |||||||||||||||||||||||
October 2012 and April 2013 Secured Promissory Notes [Member] | Maximum [Member] | |||||||||||||||||||||||||
Debt instrument, interest rate | 14.00% | ||||||||||||||||||||||||
October 2012 and April 2013 Secured Promissory Notes [Member] | Minimum [Member] | |||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||
June 2014 Secured Promissory Note [Member] | Secured Debt [Member] | |||||||||||||||||||||||||
Debt instrument, prime rate | 2.00% | 2.00% | 2.00% | ||||||||||||||||||||||
Debt instrument, interest rate | 7.25% | ||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2036 | Jun. 30, 2036 | Jun. 30, 2036 | ||||||||||||||||||||||
Unamortized debt discount | $ 185,000 | $ 205,000 | |||||||||||||||||||||||
June 2014 Secured Promissory Note [Member] | Secured Debt [Member] | Business Loan Agreement [Member] | |||||||||||||||||||||||||
Debt instrument borrowing amount | $ 10,000,000 | ||||||||||||||||||||||||
Debt instrument, interest rate | 6.75% | ||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2036 | Jun. 30, 2036 | |||||||||||||||||||||||
Repayment of secured debt | $ 72,482 | ||||||||||||||||||||||||
Required deposit balance | 1,560,000 | ||||||||||||||||||||||||
Finnace lease cost | $ 304,000 | ||||||||||||||||||||||||
Debt instrument description | The Company may prepay 20% of the outstanding principal loan balance each year without penalty. A prepayment fee of 10% will be charged if prepayments exceed 20% in the first year, and the prepayment fee will decrease by 1% each year for the first ten years of the loan. | The Company may prepay 20% of the outstanding principal loan balance each year without penalty. A prepayment fee of 10% will be charged if prepayments exceed 20% in the first year, and the prepayment fee will decrease by 1% each year for the first ten years of the loan. | |||||||||||||||||||||||
Unamortized debt discount | |||||||||||||||||||||||||
June 2014 Secured Promissory Note [Member] | Secured Debt [Member] | Business Loan Agreement [Member] | Prime Rate [Member] | |||||||||||||||||||||||||
Debt instrument, interest rate | 2.00% | ||||||||||||||||||||||||
October 2017 Convertible Note [Member] | Secured Convertible Debt [Member] | Dwight W. Anderson [Member] | |||||||||||||||||||||||||
Debt instrument, interest rate | 1.00% | 10.00% | |||||||||||||||||||||||
Debt instrument, maturity date | Oct. 23, 2020 | ||||||||||||||||||||||||
Amortized debt discount | $ 578,000 | ||||||||||||||||||||||||
Convertible promissory note | 1,000,000 | ||||||||||||||||||||||||
October 2017 Convertible Note [Member] | Secured Convertible Debt [Member] | Maximum [Member] | Dwight W. Anderson [Member] | |||||||||||||||||||||||||
Unsecured debt | $ 6,000,000 | ||||||||||||||||||||||||
Secured December 2017 Promissory Note [Member] | Dwight W. Anderson [Member] | |||||||||||||||||||||||||
Secured debt | $ 4,000,000 | ||||||||||||||||||||||||
Unamortized debt discount | $ 510,000 | ||||||||||||||||||||||||
Secured December 2017 Convertible Note [Member] | |||||||||||||||||||||||||
Debt conversion amount | $ 6,000,000 | ||||||||||||||||||||||||
Conversion of debt, shares | shares | 12,000,000 | ||||||||||||||||||||||||
Secured debt | $ 2,000,000 | ||||||||||||||||||||||||
Gain/loss on extinguishment of debt | $ 6,424,000 | $ 5,210,000 | |||||||||||||||||||||||
Unamortized debt discount | $ 574,000 | ||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | ||||||||||||||||||||||||
Loss on conversion of debt | $ 11,634,000 | ||||||||||||||||||||||||
September 2018 Research Facility [Member] | Innovation Centre Business Finland [Member] | |||||||||||||||||||||||||
Debt instrument, interest rate | 3.00% | 3.00% | |||||||||||||||||||||||
Outstanding principal amount | $ 326,000 | ||||||||||||||||||||||||
Debt instrument effective interest rate percentage | 1.00% | ||||||||||||||||||||||||
Debt instrument outstanding principal balance | $ 81,000 | ||||||||||||||||||||||||
September 2018 Research Facility [Member] | Innovation Centre Business Finland [Member] | Euro [Member] | |||||||||||||||||||||||||
Outstanding principal amount | € | € 282,000 | ||||||||||||||||||||||||
Debt instrument outstanding principal balance | € | € 72,000 | ||||||||||||||||||||||||
September 2018 Research Facility [Member] | Minimum [Member] | Innovation Centre Business Finland [Member] | |||||||||||||||||||||||||
Debt instrument, interest rate | 1.00% | 1.00% | |||||||||||||||||||||||
September 2018 Bank Facility [Member] | Nordea Bank AB [Member] | |||||||||||||||||||||||||
Debt instrument, interest rate | 2.40% | 2.60% | 2.40% | ||||||||||||||||||||||
Line of credit borrow amount | $ 266,000 | ||||||||||||||||||||||||
Line of credit guarteed rate | 2.49% | 2.49% | |||||||||||||||||||||||
September 2018 Bank Facility [Member] | Euro [Member] | Nordea Bank AB [Member] | |||||||||||||||||||||||||
Line of credit borrow amount | € | € 230,000 | ||||||||||||||||||||||||
Line of credit fee percentage | 0.95% | ||||||||||||||||||||||||
Line of credit repayment maturity date | Feb. 28, 2019 | ||||||||||||||||||||||||
September 2018 Bank Facility [Member] | Extended Maturity [Member] | Nordea Bank AB [Member] | |||||||||||||||||||||||||
Line of credit repayment maturity date | Feb. 29, 2020 | Aug. 31, 2019 | |||||||||||||||||||||||
September 2018 Bank Facility [Member] | |||||||||||||||||||||||||
Line of credit outstanding amount | $ 207,000 | ||||||||||||||||||||||||
September 2018 Bank Facility [Member] | Export Credit Agency of Finland [Member] | |||||||||||||||||||||||||
Debt instrument, interest rate | 60.00% | ||||||||||||||||||||||||
September 2018 Bank Facility [Member] | Euro [Member] | |||||||||||||||||||||||||
Line of credit outstanding amount | € | € 184,664 |
Debt - Schedule of Debt Includi
Debt - Schedule of Debt Including Debt to Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt, including debt due to related parties | $ 15,939 | |
Less debt due to related parties, non-current | (7,300) | $ (7,300) |
Debt, non-current | 11,847 | 11,819 |
Secured Debt [Member] | ||
Debt, including debt due to related parties | 23,046 | 21,437 |
Less debt due to related parties, non-current | (7,300) | (7,300) |
Less current portion | (3,899) | (2,318) |
Debt, non-current | 11,847 | 11,819 |
Secured Debt [Member] | Secured Promissory Notes Interest Rate at 8.00% [Member] | ||
Debt, including debt due to related parties | 3,425 | 3,425 |
Secured Debt [Member] | June 2014 Secured Promissory Note [Member] | ||
Debt, including debt due to related parties | 8,404 | 8,639 |
Secured Debt [Member] | Secured Revolving Borrowing Interest Rate at 12.80% Through March 2020 [Member] | ||
Debt, including debt due to related parties | 3,629 | 2,073 |
Secured Debt [Member] | Senior Secured Promissory Note Interest Rate at 8% [Member] | ||
Debt, including debt due to related parties | 7,300 | 7,300 |
Secured Debt [Member] | Research Loan Facility Interest Rate at 1.00% [Member] | ||
Debt, including debt due to related parties | 81 | |
Secured Debt [Member] | 2018 Bank facility [Member] | ||
Debt, including debt due to related parties | $ 207 |
Debt - Schedule of Debt Inclu_2
Debt - Schedule of Debt Including Debt to Related Parties (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | |
Debt instrument, maturity date | May 30, 2020 | ||
Debt instrument, prime rate | 7.25% | ||
Imputed interest, net | $ 40,000 | ||
Secured Debt [Member] | Secured Promissory Notes Interest Rate at 8.00% [Member] | |||
Debt instrument, interest rate | 8.00% | 8.00% | |
Debt instrument, maturity date | Dec. 31, 2022 | Dec. 31, 2022 | |
Secured Debt [Member] | June 2014 Secured Promissory Note [Member] | |||
Debt instrument, interest rate | 7.25% | ||
Debt instrument, maturity date | Jun. 30, 2036 | Jun. 30, 2036 | |
Debt instrument, prime rate | 2.00% | 2.00% | |
Debt instrument, payment terms | Payable monthly through June 2036 | Payable monthly through June 2036 | |
Unamortized debt discount | $ 185 | $ 205 | |
Secured Debt [Member] | Secured Revolving Borrowing Interest Rate at 12.80% Through March 2020 [Member] | |||
Debt instrument, interest rate | 12.80% | 12.80% | |
Debt instrument, payment terms | Through March 2020 | Through March 2020 | |
Secured Debt [Member] | Senior Secured Promissory Note Interest Rate at 8% [Member] | |||
Debt instrument, interest rate | 8.00% | 8.00% | |
Debt instrument, maturity date | Dec. 31, 2022 | Dec. 31, 2022 | |
Secured Debt [Member] | Research Loan Facility Interest Rate at 1.00% [Member] | |||
Debt instrument, interest rate | 1.00% | ||
Debt instrument, maturity date | Sep. 30, 2022 | ||
Imputed interest, net | $ 8 | ||
Debt instrument interest rate principal payment | 25.00% | ||
Secured Debt [Member] | 2018 Bank facility [Member] | |||
Debt instrument, interest rate | 2.60% | ||
Debt instrument, maturity date | Feb. 29, 2020 | ||
Debt instrument, prime rate | 2.40% | ||
Debt instrument interest rate principal payment | 2.49% | ||
Secured Debt [Member] | Export Credit Agency of Finland for a Fee of 2.49% [Member] | |||
Debt instrument, interest rate | 60.00% |
Debt - Schedule of Contractual
Debt - Schedule of Contractual Future Principal Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) | |
2020 | $ 4,125 | |
2021 | 311 | |
2022 | 2,805 | |
2023 | 379 | |
2024 | 403 | |
Thereafter | 6,940 | |
Total future principal payments | 14,963 | |
Interest payments included in debt balance | 976 | [1] |
Debt, including debt due to related parties | 15,939 | |
Related Party [Member] | ||
2020 | ||
2021 | ||
2022 | 5,000 | |
2023 | ||
2024 | ||
Thereafter | ||
Total future principal payments | 5,000 | |
Interest payments included in debt balance | 2,300 | [1] |
Debt, including debt due to related parties | $ 7,300 | |
[1] | Due to the debt extinguishment requirement, the Company has included both accrued interest and future interest in the debt balance for certain outstanding debt, as further discussed in Notes 9 and 18. |
Debt - Reconciliation of Intere
Debt - Reconciliation of Interest Expense for Debt Outstanding (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Expense | $ 1,474 | $ 2,057 | |
Related Party, Net | 451 | ||
Non cash | 277 | 994 | |
Secured Debt [Member] | June 2014 Secured Promissory Note [Member] | |||
Expense | 674 | 638 | |
Related Party, Net | |||
Non cash | 20 | 21 | |
Secured Debt [Member] | LSQ Financing [Member] | |||
Expense | 429 | 361 | |
Related Party, Net | |||
Non cash | 57 | ||
Secured Debt [Member] | ASC 606 Financing Component [Member] | |||
Expense | [1] | 256 | 310 |
Related Party, Net | [1] | ||
Non cash | [1] | 257 | 310 |
Secured Debt [Member] | Other [Member] | |||
Expense | 115 | 6 | |
Related Party, Net | |||
Non cash | |||
Secured Debt [Member] | October 2012 and April 2013 Secured Promissory Notes [Member] | |||
Expense | 213 | ||
Related Party, Net | |||
Non cash | 13 | ||
Secured Debt [Member] | Secured December 2017 Convertible Note [Member] | |||
Expense | [2] | 529 | |
Related Party, Net | [2] | ||
Non cash | [2] | 480 | |
Secured Debt [Member] | August 2015 Senior Secured Promissory Note [Member] | |||
Expense | |||
Related Party, Net | 451 | ||
Non cash | $ 113 | ||
[1] | The Company adopted ASC 606 on January 1, 2018. | ||
[2] | This agreement was terminated in February 2018. |
Debt - Schedule of Debt Convers
Debt - Schedule of Debt Conversion (Details) - USD ($) | Feb. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Gain/loss on extinguishment | $ (2,196,000) | ||
Snyder Debt Conversion [Member] | |||
Principal (pre-conversion) | 12,450,000 | ||
Discount (pre-conversion) | (134,000) | ||
Consideration of common stock and warrants provided at conversion | (6,196,000) | ||
Gain/loss on extinguishment | (2,695,000) | ||
Principal and future interest | 3,425,000 | ||
Secured December 2017 Convertible Note [Member] | |||
Principal (pre-conversion) | 6,000,000 | ||
Discount (pre-conversion) | (791,000) | ||
Consideration of common stock and warrants provided at conversion | (16,843,000) | ||
Derivative liability extinguished | 6,424,000 | ||
Gain/loss on extinguishment | $ 6,424,000 | 5,210,000 | |
Principal and future interest |
Debt - Schedule of Fair value o
Debt - Schedule of Fair value of Agent Fee (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Gain on extinguishment | $ 2,196,000 | |
October 2012 and April 2013 Secured Promissory Notes [Member] | ||
Agent fee, included in other liabilities, long term (pre-conversion) | 827,000 | |
Gain on extinguishment | (319,000) | $ (3,015,000) |
Agent fee payable in common shares | $ 508,000 |
Debt - Schedule of Debt Activit
Debt - Schedule of Debt Activity (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Debt discount amortization | $ 215,000 |
Principal balance, net at Ending | 15,939,000 |
June 2014 Secured Promissory Note [Member] | |
Principal balance, net at Beginning | 8,639,000 |
Principal payments | (908,000) |
Interest | 653,000 |
Debt discount amortization | 20,000 |
Principal balance, net at Ending | $ 8,404,000 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 03, 2020 | Dec. 30, 2019 | Aug. 06, 2019 | Dec. 31, 2019 |
Warrants expiration date description | On August 6, 2019, the Company entered into a warrant amendment and plan of reorganization agreement ("Warrant Reorganization Agreement") with certain holders of the warrants issued in connection with the February 2018 Financing Transactions (the "February 2018 Warrants"). | |||
Number of warrant shares exercised | 52,647,000 | |||
Warrant Reorganization Agreement [Member] | Non-cash Charge [Member] | ||||
Increase in fair value of warrants | $ 4,751 | |||
Warrant Reorganization Agreement [Member] | Maximum [Member] | ||||
Number of warrants exercised | 36,600,000 | |||
February 2018 Warrants One [Member] | ||||
Stock trades price per share | $ 1 | |||
Increase in fair value of warrants | $ 1,564 | |||
Number of warrant shares exercised | 10,000,000 | |||
August 2019 Warrants [Member] | ||||
Warrants expiration date | Jan. 1, 2023 | |||
Warrant exercise price | $ 1.75 | $ 1.33 | ||
Number of warrant shares exercised | 6,000,000 | 6,000,000 | 10,000,000 | 16,000,000 |
Number of shares issued during period | 6,000,000 | 10,000,000 | ||
Warrant weighted average remaining contractual life | 2 years 2 months 23 days | |||
August 2019 Warrants [Member] | Warrant Reorganization Agreement [Member] | ||||
Number of warrant shares exercised | 16,000,000 | |||
Warrant [Member] | ||||
Intrinsic value | $ 274,000 | |||
February 2018 Warrants [Member] | ||||
Number of warrant shares exercised | 6,000,000 | |||
Number of shares issued during period | 6,000,000 |
Warrants - Schedule of Fair Val
Warrants - Schedule of Fair Value Warrant Assumptions (Details) - Number | Dec. 31, 2019 | Aug. 06, 2019 |
Expected Life (Years) [Member] | ||
Warrants and rights outstanding term | 3 years 4 months 24 days | |
Expected Life (Years) [Member] | Minimum [Member] | ||
Warrants and rights outstanding term | 3 years 4 days | |
Expected Life (Years) [Member] | Maximum [Member] | ||
Warrants and rights outstanding term | 3 years 15 days | |
Estimated Volatility Factor [Member] | ||
Warrants and rights outstanding, measurement input | 53.1 | |
Estimated Volatility Factor [Member] | Minimum [Member] | ||
Warrants and rights outstanding, measurement input | 52.9 | |
Estimated Volatility Factor [Member] | Maximum [Member] | ||
Warrants and rights outstanding, measurement input | 53.1 | |
Risk-Free Interest Rate [Member] | ||
Warrants and rights outstanding, measurement input | 1.52 | |
Risk-Free Interest Rate [Member] | Minimum [Member] | ||
Warrants and rights outstanding, measurement input | 1.58 | |
Risk-Free Interest Rate [Member] | Maximum [Member] | ||
Warrants and rights outstanding, measurement input | 1.66 | |
Expected Dividend Yield [Member] | ||
Warrants and rights outstanding, measurement input |
Warrants - Summary of Informati
Warrants - Summary of Information About Common Stock Warrants Outstanding (Details) | 12 Months Ended | |
Dec. 31, 2019$ / sharesshares | ||
Class of Warrant or Right [Line Items] | ||
Number of shares subject to warrants issued | 52,647,000 | |
June 2013 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue date | 2013-06 | |
Expiration date | 2023-06 | [1] |
Number of shares subject to warrants issued | 27,000 | |
Exercise price | $ / shares | $ 8.40 | |
August 2015 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue date | 2015-08 | |
Expiration date | 2023-08 | |
Number of shares subject to warrants issued | 4,000,000 | |
Exercise price | $ / shares | $ 1.91 | |
November 2016 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue date | 2016-11 | |
Expiration date | 2026-11 | |
Number of shares subject to warrants issued | 125,000 | |
Exercise price | $ / shares | $ 2.38 | |
November 2017 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue date | 2017-06 | |
Expiration date | 2027-06 | |
Number of shares subject to warrants issued | 80,000 | |
Exercise price | $ / shares | $ 1.10 | |
February 2018 Warrants 1 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue date | 2018-02 | |
Expiration date | 2020-12 | |
Number of shares subject to warrants issued | 6,750,000 | |
Exercise price | $ / shares | $ 1 | |
February 2018 Warrants 2 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue date | 2018-02 | |
Expiration date | 2020-12 | |
Number of shares subject to warrants issued | 5,065,000 | |
Exercise price | $ / shares | $ 1.25 | |
August 2019 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue date | 2019-08 | |
Expiration date | 2021-12 | |
Number of shares subject to warrants issued | 20,600,000 | |
Exercise price | $ / shares | $ 1 | |
Various Dates Starting in August 2019 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue date | 2019-08 | |
Expiration date | 2023-01 | |
Number of shares subject to warrants issued | 16,000,000 | |
Exercise price | $ / shares | $ 1.75 | |
[1] | The June 2013 Warrants expire upon the earlier to occur of (i) the date listed above; (ii) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any transfer of more than 50% of the voting power of the Company, reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Company); or (iii) a sale of all or substantially all of the assets of the Company unless the Company's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company's acquisition or sale or otherwise), hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity. |
Warrants - Summary of Informa_2
Warrants - Summary of Information About Common Stock Warrants Outstanding (Details) (Parenthetical) | Dec. 31, 2019 |
Warrants and Rights Note Disclosure [Abstract] | |
Subject to acquisition or sales percentage | 50.00% |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Mar. 03, 2020 | Dec. 30, 2019 | Aug. 06, 2019 | Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2013 |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Proceeds from initial public offering | $ 13,804,000 | ||||||
Sale of stock price per share | $ 1.65 | ||||||
Proceeds from issuance of common stock | $ 12,665,000 | $ 34,486,000 | |||||
Number of warrant shares exercised | 52,647,000 | ||||||
February 2018 Warrants [Member] | |||||||
Number of shares issued during period | 6,000,000 | ||||||
Number of warrant shares exercised | 6,000,000 | ||||||
August 2019 Warrants [Member] | |||||||
Number of shares issued during period | 6,000,000 | 10,000,000 | |||||
Number of warrant shares exercised | 6,000,000 | 6,000,000 | 10,000,000 | 16,000,000 | |||
Public Offering [Member] | |||||||
Number of shares issued during period | 8,366,250 |
Common Stock - Reserved Shares
Common Stock - Reserved Shares of Common Stock for Future Issuances (Details) | Dec. 31, 2019shares |
Class of Stock [Line Items] | |
Reserved shares of common stock for future issuances | 100,130,000 |
Shares Available for Future Grant Under Stock Incentive Plans [Member] | |
Class of Stock [Line Items] | |
Reserved shares of common stock for future issuances | 4,051,000 |
Stock Options Outstanding [Member] | |
Class of Stock [Line Items] | |
Reserved shares of common stock for future issuances | 11,821,000 |
Restricted Stock Units Outstanding [Member] | |
Class of Stock [Line Items] | |
Reserved shares of common stock for future issuances | 2,405,000 |
Warrants Called Not Yet Exercised [Member] | |
Class of Stock [Line Items] | |
Reserved shares of common stock for future issuances | 20,600,000 |
Warrants to Purchase Common Stock [Member] | |
Class of Stock [Line Items] | |
Reserved shares of common stock for future issuances | 52,647,000 |
Common Shares to be Issued in Lieu of Agent Fees [Member] | |
Class of Stock [Line Items] | |
Reserved shares of common stock for future issuances | 498,000 |
Shares Available for Future Purchase Under ESPP [Member] | |
Class of Stock [Line Items] | |
Reserved shares of common stock for future issuances | 885,000 |
Maximum Contingent Consideration Shares to be Issued [Member] | |
Class of Stock [Line Items] | |
Reserved shares of common stock for future issuances | 5,972,000 |
Contingent Shares to be Issued in Connection with Future Retirement of CEO [Member] | |
Class of Stock [Line Items] | |
Reserved shares of common stock for future issuances | 1,250,000 |
Stock Option Plans (Details Nar
Stock Option Plans (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2013 | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2019 | Jul. 31, 2011 | Jul. 31, 2006 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 3,686 | $ 1,850 | ||||
Number of options outstanding | 11,821,000 | 7,136,000 | ||||
Number of options weighted-average exercise price | $ 2.53 | $ 3.31 | ||||
Number of option exercised | 47,000 | 79,000 | ||||
Number of options canceled | 875,000 | 455,000 | ||||
Total intrinsic value of options exercised | $ 13 | $ 53 | ||||
Estimated fair value of options vested | $ 65 | $ 469 | ||||
Weighted-average estimated fair value of options granted | $ 1.43 | $ 0.97 | ||||
Unvested options granted to employees stock option plans | $ 3,963 | |||||
Share based compensation vested term | 8 years | |||||
Restricted stock units granted, shares | 1,266,000 | |||||
Additional paid in capital | $ 344,206 | $ 296,409 | ||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 1,742 | 1,040 | ||||
Weighted average period of share based compensation expense recognized | 2 years 11 months 15 days | |||||
Restricted Stock Units Outstanding [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 1,597 | $ 810 | ||||
Weighted average period of share based compensation expense recognized | 3 months 29 days | |||||
Unrecognized share-based payment expense related to nonvested stock options | $ 482 | |||||
Restricted stock units granted, shares | 1,266,000 | |||||
Chief Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 312 | |||||
Employee benefits and share-based compensation | 355,000 | |||||
Executives [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Additional paid in capital | $ 205 | |||||
Executives [Member] | Restricted Stock Units Outstanding [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock units granted, shares | 105,000 | |||||
Employee Stock Purchase Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total maximum number of shares available for purchase under the plan | 1,000,000 | |||||
Percentage of purchase price of share on fair market value of share | 85.00% | |||||
Percentage of discount expensed | 15.00% | |||||
Stock based compensation expense | $ 34 | |||||
Equity Incentive Plan Two Thousand Six [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total maximum number of shares available for purchase under the plan | 1,434,000 | |||||
Number of stock options exercised, subject to repurchase | 0 | 35,000 | ||||
Number of options outstanding | 97,000 | |||||
Number of options weighted-average exercise price | $ 1.19 | |||||
Number of option exercised | 28,000 | |||||
Number of options canceled | 3,000 | |||||
Equity Incentive Plan Two Thousand Eleven [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total maximum number of shares available for purchase under the plan | 1,167,000 | |||||
Number of options outstanding | 281,000 | |||||
Number of options weighted-average exercise price | $ 7.51 | |||||
Number of option exercised | 0 | |||||
Number of options canceled | 4,000 | |||||
Equity Incentive Plan Two Thousand Thirteen [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total maximum number of shares available for purchase under the plan | 1,600,000 | |||||
Number of options outstanding | 11,443,000 | |||||
Number of options weighted-average exercise price | $ 2.41 | |||||
Number of option exercised | 19,000 | |||||
Number of options canceled | 868,000 | |||||
Percentage increase by number of shares of common stock outstanding | 3.50% | |||||
Number of options vested | 4,318,000 | |||||
Equity Incentive Plan Two Thousand Thirteen [Member] | Restricted Stock Units Outstanding [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total maximum number of shares available for purchase under the plan | 2,405 | |||||
Equity Incentive Plan Two Thousand Thirteen [Member] | Restricted Stock Units Outstanding [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation vested term | 36 years | |||||
Equity Incentive Plan Two Thousand Thirteen [Member] | Board of Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock units granted in current period, vesting periods description | Generally, options vest 25% on the first anniversary from the date of grant and 1/48 per month thereafter ("Standard Vesting Terms") |
Stock Option Plans - Summary of
Stock Option Plans - Summary of Activity under Company's Stock Option Plans and Shares Available for Grant under Company's Stock Incentive Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Shares Outstanding, Beginning balance | 7,136,000 | |
Shares Outstanding, Options granted | 5,607,000 | |
Shares Outstanding, Options exercised | (47,000) | (79,000) |
Shares Outstanding, Options cancelled | (875,000) | (455,000) |
Shares Outstanding, Ending balance | 11,821,000 | 7,136,000 |
Shares Outstanding, Vested and expected to vest | 10,022,000 | |
Shares Outstanding, Exercisable | 4,696,000 | |
Weighted Average Exercise Price, Beginning balance | $ 3.31 | |
Weighted Average Exercise Price, Options granted | 1.43 | |
Weighted Average Exercise Price, Options exercised | 1.18 | |
Weighted Average Exercise Price, Options cancelled | 1.92 | |
Weighted Average Exercise Price, Ending balance | 2.53 | $ 3.31 |
Weighted Average Exercise Price, Vested and expected to vest | 2.71 | |
Weighted Average Exercise Price, Exercisable | $ 4.04 | |
Weighted-Average Remaining Contractual Life, Beginning balance | 8 years 1 month 6 days | |
Weighted-Average Remaining Contractual Life, Ending balance | 8 years 2 months 12 days | |
Weighted-Average Remaining Contractual Life, Vested and expected to vest | 8 years | |
Weighted-Average Remaining Contractual Life, Exercisable | 6 years 8 months 12 days | |
Aggregate Intrinsic Value, Begining balance | $ 469 | |
Aggregate Intrinsic Value, Ending balance | 65 | $ 469 |
Aggregate Intrinsic Value, Vested and expected to vest | 62 | |
Aggregate Intrinsic Value, Exercisable | $ 55 | |
Shares Available for Grant, Beginning balance | 6,175,000 | |
Shares Available for Grant ,Shares authorized | 3,874,000 | |
Shares Available for Grant, Options granted | (5,607,000) | |
Shares Available for Grant, Options cancelled | 875,000 | |
Shares Available for Grant, Restricted stock units granted | (1,266,000) | |
Shares Available for Grant, Restricted stock units cancelled | ||
Shares Available for Grant, Ending balance | 4,051,000 | 6,175,000 |
Stock Option Plans - Summary _2
Stock Option Plans - Summary of Restricted Stock Units Activity (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Shares Outstanding, Beginning Balance | shares | 1,146,000 |
Shares Outstanding, Granted | shares | 1,266,000 |
Shares Outstanding, Vested | shares | (7,000) |
Shares Outstanding, Forfeited | shares | |
Shares Outstanding, Ending Balance | shares | 2,405,000 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 1.40 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 1.44 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 1.36 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 1.40 |
Stock Option Plans - Summary _3
Stock Option Plans - Summary of Non-vested Restricted Stock Units Activity (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Shares Outstanding, Granted | shares | 1,266,000 |
Shares Outstanding, Vested | shares | (7,000) |
Shares Outstanding, Forfeited | shares | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 1.40 |
Weighted Average Grant Date Fair Value, Granted | 1.44 |
Weighted Average Grant Date Fair Value, Vested | 1.36 |
Weighted Average Grant Date Fair Value, Forfeited | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 1.40 |
Restricted Stock Units Outstanding [Member] | |
Shares Outstanding, Beginning Balance | shares | 404,000 |
Shares Outstanding, Granted | shares | 1,266,000 |
Shares Outstanding, Vested | shares | (959,000) |
Shares Outstanding, Forfeited | shares | |
Shares Outstanding, Ending Balance | shares | 711,000 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 1.40 |
Weighted Average Grant Date Fair Value, Granted | 1.44 |
Weighted Average Grant Date Fair Value, Vested | 1.42 |
Weighted Average Grant Date Fair Value, Forfeited | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 1.45 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Oct. 08, 2019 | Feb. 28, 2018 | Dec. 31, 2019 |
Dr. Pamela Marrone [Member] | |||
Commitments And Contingencies [Line Items] | |||
Percentage of annual bonus on achievement of individual goal | 100.00% | ||
Monthly consulting fee | $ 19,583 | ||
Dr. Pamela Marrone [Member] | Equity Incentive Plan Two Thousand Thirteen [Member] | |||
Commitments And Contingencies [Line Items] | |||
Number of restricted stock to be awarded | 1,250,000 | ||
Settlement Agreement [Member] | |||
Commitments And Contingencies [Line Items] | |||
Aggregate of settlement amount | $ 1,000 | ||
Piper Jaffray, Inc. [Member] | |||
Commitments And Contingencies [Line Items] | |||
Plaintiff's litigation settlement demand | $ 2,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 74,109 | $ 64,319 | |
Income tax rate | 0.00% | 0.00% | |
Deferred tax asset, valuation allowance | $ 78,187 | $ 70,986 | |
Net deferred tax assets | 84,077 | 70,986 | |
Change in valuation allowance | 7,201 | 6,455 | |
Income taxes | 28 | ||
Unrecognized tax benefits | $ 1,431 | 1,348 | $ 1,201 |
Income tax examination year | The most significant impact of the legislation for the Company was a $27,971,000 reduction of the value of the Company's net deferred tax assets (which represent future tax benefits). | ||
Domestic Country [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 237,182 | ||
Tax credit carryforwards, expiry period | 2026 | ||
Research and development tax credit carryforwards | $ 26,493 | $ 21,216 | |
Income tax examination year | The Company is subject to U.S. federal and state income tax examination for 2006 through 2019 due to unutilized net operating loss carryforwards and research and development tax credit carryforwards. | ||
Domestic Country [Member] | Expire in 2026 [Member] | |||
Income Tax Contingency [Line Items] | |||
Research and development tax credit carryforwards | $ 2,910 | ||
State and Local Jurisdiction [Member] | |||
Income Tax Contingency [Line Items] | |||
Research and development tax credit carryforwards | 2,871 | ||
State and Local Jurisdiction [Member] | California [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 146,354 | ||
State and Local Jurisdiction [Member] | California [Member] | Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards, expiry period | 2026 | ||
Other States Tax Jurisdiction [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 48,071 | ||
Other States Tax Jurisdiction [Member] | Minimum [Member] | Loss Carryforwards Expiring in Two Thousand Twenty Eight Through Two Thousand Thirty Seven [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards, expiry period | 2023 | ||
Other States Tax Jurisdiction [Member] | Maximum [Member] | Loss Carryforwards Expiring in Two Thousand Twenty Eight Through Two Thousand Thirty Seven [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards, expiry period | 2038 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (36,692) | $ (20,213) |
Foreign | (483) | |
Income (loss) before income taxes | $ (37,175) | $ (20,213) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Federal & State NOL carryforward | $ 74,109 | $ 64,319 |
Research and development tax credits | 4,223 | 3,609 |
Other, net | 5,745 | 3,058 |
Net deferred tax assets | 84,077 | 70,986 |
Less valuation allowance | (78,187) | (70,986) |
Net deferred tax assets | 5,890 | |
Other Intangibles | 5,890 | |
Net deferred tax assets |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate to US Federal Income Tax Statutory Rate (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal tax benefit at statutory rate | 21.00% | 21.00% |
State tax benefit, net of federal benefit | 9.00% | 5.00% |
Foreign rate differential | 1.00% | 0.00% |
Interest Expense | 0.00% | (1.00%) |
Share-based compensation expense | (1.00%) | (1.00%) |
Other | 0.00% | 2.00% |
Debt- related | 0.00% | 2.00% |
Change in accounting method | 0.00% | 4.00% |
Financing cost, warrants | (4.00%) | 0.00% |
Adjustment due to change in valuation allowance | (26.00%) | (32.00%) |
Provision for income taxes | 0.00% | 0.00% |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Beginning and Ending Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 1,348 | $ 1,201 |
Gross increase to tax positions in prior years | 14 | 147 |
Gross increases to tax positions in the current year | 69 | |
Ending balance | $ 1,431 | $ 1,348 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee contribution, maximum percentage | 3.00% | 3.00% |
Employee contribution , additional matching contribution percentage | 50.00% | 50.00% |
Employee contribution, vesting percentage | 100.00% | 100.00% |
Employee contribution, matching contribution amount | $ 364 | $ 335 |
Minimum [Member] | ||
Employee contribution , additional matching contribution percentage | 3.00% | 3.00% |
Maximum [Member] | ||
Employee contribution , additional matching contribution percentage | 5.00% | 5.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2019 | Feb. 05, 2018 | Aug. 20, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 03, 2020 | Dec. 30, 2019 | Aug. 06, 2019 | Dec. 31, 2017 |
Number of warrant shares exercised | 52,647,000 | 52,647,000 | |||||||
Outstanding principal amount | $ 40,000 | $ 40,000 | |||||||
Debt instrument principal amount, payable two years | 311 | 311 | |||||||
Debt instrument principal amount, payable three years | 2,805 | 2,805 | |||||||
Debt instrument principal amount, payable four years | 379 | 379 | |||||||
Debt due to related parties | $ 7,300 | $ 7,300 | $ 7,300 | ||||||
Maturity date | May 30, 2020 | ||||||||
Gain/loss on extinguishment of debt | (2,196) | ||||||||
Ospraie [Member] | |||||||||
Number of warrant shares exercised | 13,406,184 | 13,406,184 | |||||||
Ardsley [Member] | |||||||||
Number of warrant shares exercised | 2,331,521 | 2,331,521 | |||||||
Pro Farm Acquisition [Member] | |||||||||
Repayment of convertible debt | $ 1,000 | ||||||||
Payment for principal, interest and other charges | $ 1,434 | ||||||||
Ospraie Ag Science LLC [Member] | |||||||||
Percentage for outstanding common stock | 31.60% | ||||||||
Ardsley Advisory Partners [Member] | |||||||||
Percentage for outstanding common stock | 9.10% | ||||||||
August 2019 Warrants [Member] | |||||||||
Number of warrant shares exercised | 16,000,000 | 16,000,000 | 6,000,000 | 6,000,000 | 10,000,000 | ||||
Warrant exercise price per share | $ 1.33 | $ 1.33 | $ 1.75 | ||||||
August 2015 Senior Secured Promissory Note [Member] | |||||||||
Outstanding principal amount | 40,000 | ||||||||
Unamortized debt discount | 2,171 | ||||||||
August 2015 Senior Secured Promissory Notes [Member] | |||||||||
Number of warrant shares exercised | 4,000,000 | ||||||||
Debt due to related parties | $ 7,300 | $ 7,300 | |||||||
Unamortized debt discount | 2,171 | ||||||||
Number of shares converted amount | $ 35,000 | ||||||||
Number of shares converted | 20,000,000 | ||||||||
Principal remaining outstanding | 5,000 | $ 5,000 | 5,000 | ||||||
Gain/loss on extinguishment of debt | $ 9,183 | ||||||||
August 2015 Senior Secured Promissory Notes [Member] | Extended Maturity [Member] | |||||||||
Maturity date | Dec. 31, 2022 | ||||||||
August 2015 Senior Secured Promissory Notes [Member] | August 2015 Warrants [Member] | |||||||||
Number of warrant shares exercised | 4,000,000 | ||||||||
Affiliate revenues percent | 40.00% | ||||||||
Warrant exercise price per share | $ 1.91 | ||||||||
Fair value of warrant | $ 4,610 | ||||||||
Beneficial Owner [Member] | August 2015 Senior Secured Promissory Note [Member] | |||||||||
Minimum cash balance not required to maintain | 15,000 | 15,000 | |||||||
Minimum restricted cash not required to maintain | $ 15,000 | $ 15,000 | |||||||
Beneficial Owner [Member] | Senior Secured Promissory Note Interest Rate at 8% [Member] | |||||||||
Debt due to related parties | $ 37,822 | ||||||||
Unamortized debt discount | $ 2,178 | ||||||||
Warrant Reorganization Agreement [Member] | February 2018 Warrants [Member] | |||||||||
Number of warrant shares exercised | 16,000,000 | 16,000,000 | |||||||
Warrant Reorganization Agreement [Member] | Common Stock [Memeber] | |||||||||
Number of warrant shares exercised | 16,000,000 | 16,000,000 | |||||||
Warrant Reorganization Agreement [Member] | August 2019 Warrants [Member] | |||||||||
Number of warrant shares exercised | 16,000,000 | 16,000,000 | |||||||
Purchase Agreement [Member] | August 2015 Senior Secured Promissory Note [Member] | |||||||||
Outstanding principal amount | $ 35,000 | ||||||||
Purchase Agreement [Member] | Beneficial Owner [Member] | |||||||||
Affiliate revenues percent | 5.00% | ||||||||
Debt instrument, frequency of periodic payment of interest | semi-annually | ||||||||
Legal fees | $ 302 | ||||||||
Purchase Agreement [Member] | Beneficial Owner [Member] | August 2015 Senior Secured Promissory Note [Member] | |||||||||
Outstanding principal amount | $ 40,000 | ||||||||
Debt instrument, interest rate | 8.00% | ||||||||
Debt instrument principal amount, payable two years | $ 10,000 | ||||||||
Debt instrument principal amount, payable three years | 10,000 | ||||||||
Debt instrument principal amount, payable four years | $ 20,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Debt Conversion (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Principal (pre-conversion) | $ 40,000 | |
Consideration of common stock and warrants provided at conversion | $ (21,685) | |
Gain on extinguishment | (9,183) | |
August 2015 Senior Secured Promissory Note [Member] | ||
Principal (pre-conversion) | 40,000 | |
Accrued interest to be paid at maturity | 339 | |
Discount (pre-conversion) | (2,171) | |
Consideration of common stock and warrants provided at conversion | (21,685) | |
Gain on extinguishment | (9,183) | |
Principal and future interest | $ 7,300 |
Equity Financing and Debt Con_2
Equity Financing and Debt Conversion to Equity (Details Narrative) - USD ($) $ in Thousands | Feb. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Aggregate principal conversion amount | $ 6,000 | |||
Outstanding principal amount | 40,000 | |||
Additional paid in capital | $ 344,206 | 296,409 | ||
Number of common stock issued | 12,665 | |||
Private Placement [Member] | ||||
Convertible note | $ 27,300 | |||
Expenses | $ 2,700 | |||
Debt conversion | 2,180 | |||
Number of common stock issued | 52,439 | |||
August 2015 Senior Secured Promissory Note [Member] | ||||
Outstanding principal amount | $ 40,000 | |||
October 2012 Secured Promissory Notes [Member] | ||||
Outstanding principal amount | $ 10,000 | |||
Warrant to purchases common stock shares | 1,142,856 | |||
April 2013 Secured Promissory Notes [Member] | ||||
Number of shares issued during period | 5,714,285 | |||
Aggregate principal conversion amount | $ 2,450 | |||
Outstanding principal amount | $ 10,000 | |||
Warrant to purchases common stock shares | 1,142,856 | |||
Purchase Agreement [Member] | ||||
Number of shares issued during period | 44,000,001 | |||
Warrant to purchase common stock description | One warrant to purchase 0.8 shares of Common Stock. | |||
Aggregate principal conversion amount | $ 30,000 | |||
Purchase Agreement [Member] | National Securities Corporation [Member] | ||||
Number of shares issued during period | 800,000 | |||
Warrant to purchases common stock shares | 2,017,143 | |||
Purchase Agreement [Member] | August 2015 Senior Secured Promissory Note [Member] | ||||
Number of shares issued during period | 20,000,000 | |||
Aggregate principal conversion amount | $ 5,000 | |||
Outstanding principal amount | $ 35,000 | |||
Warrant to purchases common stock shares | 4,000,000 | |||
Securities Purchase Agreement [Member] | ||||
Additional paid in capital | $ 66,644 | |||
Common stock increased | 1 | |||
Number of warrants issued | $ 14,206 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - USD ($) | Mar. 03, 2020 | Jan. 07, 2020 | Jan. 07, 2020 | Jan. 06, 2020 | Jan. 06, 2020 | Dec. 30, 2019 | Aug. 06, 2019 | Mar. 24, 2017 | Dec. 31, 2019 |
Number of warrant shares exercised | 52,647,000 | ||||||||
August 2019 Warrants [Member] | |||||||||
Number of warrant shares exercised | 6,000,000 | 6,000,000 | 10,000,000 | 16,000,000 | |||||
Number of shares issued during period | 6,000,000 | 10,000,000 | |||||||
Minimum [Member] | |||||||||
Aging collection fee percentage | 0.00% | ||||||||
Warrant Reorganization Agreement [Member] | February 2018 Warrants [Member] | |||||||||
Number of warrant shares exercised | 16,000,000 | ||||||||
Warrant Reorganization Agreement [Member] | August 2019 Warrants [Member] | |||||||||
Number of warrant shares exercised | 16,000,000 | ||||||||
Subsequent Event [Member] | February 2018 Warrants [Member] | |||||||||
Number of warrant shares exercised | 6,000,000 | ||||||||
Subsequent Event [Member] | August 2019 Warrants [Member] | |||||||||
Number of shares issued during period | 6,000,000 | ||||||||
Subsequent Event [Member] | Warrant Reorganization Agreement [Member] | August 2019 Warrants [Member] | |||||||||
Number of warrant shares exercised | 6,000,000 | ||||||||
LSQ Funding Group L.C [Member] | |||||||||
Sale of certain accounts receivable to third-party | $ 7,000,000 | ||||||||
Invoice purchase fee percentage | 1.00% | ||||||||
Additional monthly funds usage rate | 0.35% | ||||||||
LSQ Funding Group L.C [Member] | Subsequent Event [Member] | |||||||||
Sale of certain accounts receivable to third-party | $ 20,000,000 | $ 20,000,000 | $ 7,000,000 | $ 7,000,000 | |||||
Invoice purchase fee percentage | 0.25% | 0.40% | |||||||
Additional monthly funds usage rate | 0.025% | 0.02% | |||||||
Aging collection fee percentage | 0.75% | 0.35% | |||||||
Temination fee percentage | 0.50% | 0.75% | |||||||
LSQ Funding Group L.C [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||
Aging collection fee percentage | 0.00% | ||||||||
LSQ Funding Group L.C [Member] | Subsequent Event [Member] | Domestic Receivables [Member] | |||||||||
Invoice purchase fee percentage | 90.00% | 85.00% | |||||||
LSQ Funding Group L.C [Member] | Subsequent Event [Member] | International Receivables [Member] | |||||||||
Invoice purchase fee percentage | 70.00% | 60.00% | |||||||
LSQ Funding Group L.C [Member] | Subsequent Event [Member] | The Addendum [Member] | |||||||||
Agreement descriptions | In addition to the Amendment, the Company simultaneously entered into an Amended Inventory Financing Addendum (the "Addendum") with LSQ. The Addendum allows the Company to request an advance up to the lesser of (i) 100% of the Company's unpaid finished goods inventory; (ii) 65% of the appraised value of the Company's inventory performed on or on behalf of LSQ; or (iii) $3,000,000. Funds advance under the Addendum are subject to a monthly inventory management fee of 0.5% on the average monthly inventory funds available and a daily interest rate of 0.025%. |