Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RKDA | ||
Entity Registrant Name | ARCADIA BIOSCIENCES, INC. | ||
Entity Central Index Key | 1,469,443 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 2,136,031 | ||
Entity Public Float | $ 4,900,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 9,125 | $ 2,013 |
Short-term investments | 3,898 | 48,547 |
Accounts receivable | 1,231 | 349 |
Unbilled revenue | 4 | 184 |
Inventories — current | 229 | 252 |
Prepaid expenses and other current assets | 560 | 877 |
Total current assets | 15,047 | 52,222 |
Property and equipment, net | 299 | 508 |
Inventories — noncurrent | 1,168 | 1,327 |
Long-term investments | 2,498 | |
Other noncurrent assets | 56 | 19 |
Total assets | 16,570 | 56,574 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,496 | 2,359 |
Amounts due to related parties | 29 | 30 |
Unearned revenue — current | 1,000 | 740 |
Total current liabilities | 3,525 | 3,129 |
Notes payable | 25,127 | |
Unearned revenue — noncurrent | 2,038 | 3,120 |
Other noncurrent liabilities | 3,000 | 3,000 |
Total liabilities | 8,563 | 34,376 |
Stockholders’ equity: | ||
Common stock, $0.001 par value—150,000,000 and 400,000,000 shares authorized as of December 31, 2017 and December 31, 2016; 2,134,154 and 2,224,384 shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively. | 42 | 44 |
Additional paid-in capital | 175,223 | 173,723 |
Accumulated deficit | (167,257) | (151,550) |
Accumulated other comprehensive loss | (1) | (19) |
Total stockholders’ equity | 8,007 | 22,198 |
Total liabilities and stockholders’ equity | $ 16,570 | $ 56,574 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 150,000,000 | 400,000,000 |
Common stock, issued | 2,134,154 | 2,224,384 |
Common stock, outstanding | 2,134,154 | 2,224,384 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||
Product | $ 514,000 | $ 669,000 |
License | 1,470,000 | 144,000 |
Contract research and government grants | 2,042,000 | 2,375,000 |
Total revenues | 4,026,000 | 3,188,000 |
Operating expenses: | ||
Cost of product revenues | 283,000 | 895,000 |
Research and development | 7,407,000 | 8,663,000 |
Selling, general and administrative | 10,651,000 | 12,250,000 |
Total operating expenses | 18,341,000 | 21,808,000 |
Loss from operations | (14,315,000) | (18,620,000) |
Interest expense | (747,000) | (1,319,000) |
Other income, net | 281,000 | 340,000 |
Loss on extinguishment of debt | (900,000) | |
Net loss before income taxes | (15,681,000) | (19,599,000) |
Income tax provision | (26,000) | (25,000) |
Net loss attributable to common stockholders | $ (15,707,000) | $ (19,624,000) |
Net loss per share attributable to common stockholders: | ||
Basic and diluted | $ (7.28) | $ (8.85) |
Weighted-average number of shares used in per share calculations: | ||
Basic and diluted | 2,156,201 | 2,218,341 |
Other comprehensive income, net of tax | ||
Unrealized gains on available-for-sale securities | $ 18,000 | $ 96,000 |
Other comprehensive income | 18,000 | 96,000 |
Comprehensive loss attributable to common stockholders | $ (15,689,000) | $ (19,528,000) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Stockholders Equity, Beginning Balance at Dec. 31, 2015 | $ 40,225 | $ 44 | $ 172,222 | $ (131,926) | $ (115) |
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2015 | 2,209,210 | ||||
Exercise of stock options | $ 270 | 270 | |||
Exercise of stock options, Shares | 11,407 | 11,407 | |||
Issuance of shares related to employee stock purchase plan | $ 172 | 172 | |||
Issuance of shares related to employee stock purchase plan, Shares | 3,767 | ||||
Stock-based compensation | 1,059 | 1,059 | |||
Other comprehensive income | 96 | 96 | |||
Net loss | (19,624) | (19,624) | |||
Stockholders Equity, Ending Balance at Dec. 31, 2016 | $ 22,198 | $ 44 | 173,723 | (151,550) | (19) |
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2016 | 2,224,384 | ||||
Exercise of stock options, Shares | 0 | ||||
Issuance of shares related to employee stock purchase plan | $ 24 | 24 | |||
Issuance of shares related to employee stock purchase plan, Shares | 1,964 | ||||
Stock-based compensation | 1,474 | 1,474 | |||
Other comprehensive income | 18 | 18 | |||
Exchange of membership interest in unconsolidated entity for common stock | 0 | $ (2) | 2 | ||
Exchange of membership interest in unconsolidated entity for common stock, Shares | (92,194) | ||||
Net loss | (15,707) | (15,707) | |||
Stockholders Equity, Ending Balance at Dec. 31, 2017 | $ 8,007 | $ 42 | $ 175,223 | $ (167,257) | $ (1) |
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2017 | 2,134,153 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (15,707,000) | $ (19,624,000) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 279,000 | 304,000 |
(Gain) Loss on disposal of equipment | (1,000) | 4,000 |
Net amortization of investment premium and discount | (89,000) | 140,000 |
Loss on sale of investments | 2,000 | |
Stock-based compensation | 1,474,000 | 1,059,000 |
Accretion of debt discount | 98,000 | 198,000 |
Loss on extinguishment of debt | 900,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (882,000) | 357,000 |
Unbilled revenue | 179,000 | (102,000) |
Inventories | 183,000 | 582,000 |
Prepaid expenses and other current assets | 324,000 | (185,000) |
Other noncurrent assets | 11,000 | 5,000 |
Accounts payable and accrued expenses | 87,000 | (19,000) |
Amounts due to related parties | (1,000) | 11,000 |
Unearned revenue | (822,000) | 215,000 |
Net cash used in operating activities | (13,965,000) | (17,055,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of property and equipment | 4,000 | |
Purchases of property and equipment | (79,000) | (231,000) |
Purchases of investments | (19,405,000) | (41,385,000) |
Proceeds from sales and maturities of investments | 66,658,000 | 36,315,000 |
Net cash provided by (used in) investing activities | 47,178,000 | (5,301,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of debt issuance costs | (46,000) | |
Payments of debt extinguishment costs | (1,125,000) | |
Payments on notes payable | (25,000,000) | |
Proceeds from exercise of stock options and purchases through ESPP | 24,000 | 442,000 |
Net cash (used in) provided by financing activities | (26,101,000) | 396,000 |
Net increase (decrease) in cash and cash equivalents | 7,112,000 | (21,960,000) |
Cash and cash equivalents — beginning of period | 2,013,000 | 23,973,000 |
Cash and cash equivalents — end of period | 9,125,000 | 2,013,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 746,000 | 1,033,000 |
Cash paid for income taxes | 2,000 | $ 29,000 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Exchange of membership interest in unconsolidated entity for common stock | 2,000 | |
Proceeds from sale of fixed assets included in prepaid expenses and other current assets | 7,000 | |
Deferred financing costs in accounts payable and accrued expenses | $ 50,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1. Description of Business Organization Arcadia Biosciences, Inc. (the "Company"), was incorporated in the state of Arizona in 2002 and maintains its headquarters in Davis, California, with additional facilities in Phoenix, Arizona, and American Falls, Idaho. The Company was reincorporated in Delaware in March 2015. The Company is a consumer-driven, agricultural food ingredient company. We aim to create value across the agricultural production and supply chain beginning with enhanced crop productivity for farmers and ultimately delivering accelerated innovation in nutritional quality consumer foods. We use state of the art gene-editing technology and advanced breeding techniques to naturally enhance the nutritional quality of grains and oilseeds to address the rapidly evolving trends in consumer health and nutrition. In addition, we have developed a broad pipeline of high value crop productivity traits designed to enhance farmer economics. In February 2012, the Company formed Verdeca LLC (“Verdeca,” see Note 7), which is jointly owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development cooperative. Verdeca , Reverse Stock Split In January 2018, the Company’s board of directors approved a reverse split of 1:20 on the Company’s issued and outstanding common stock. In January 2018, the Company’s stockholders approved the certificate of amendment, which the Company filed on January 23, 2018 with the Secretary of State of Delaware to effect the reverse split. All issued and outstanding common stock, options to purchase common stock and per share amounts contained in the consolidated financial statement have been retroactively adjusted to reflect the reverse stock split for all periods presented. Liquidity, Capital Resources, and Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. Since inception, the Company has financed its operations primarily through equity and debt financings. As of December 31, 2017, the Company had an accumulated deficit of $167.3 million, cash and cash equivalents of $9.1 million, and short-term investments of $3.9 million. As is disclosed in Note 10, the Company repaid its $25.0 million term loan and related interest, prepayment and end-of-term payments totaling $1.3 million with Silicon Valley Bank in July 2017. The Company believes that its existing cash, cash equivalents and investments will be insufficient to meet its anticipated cash requirements for at least through March 2019, and thus raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans include attempting to secure additional funding through equity or debt financings, sales or out-licensing of intellectual property assets, seeking partnerships with other agriculture biotechnology companies or third parties to co-develop and fund research, development or commercialization efforts, or similar transactions. There is no assurance that the Company will be successful in obtaining the necessary funding to meet its business objectives. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and Verdeca LLC. All intercompany balances and transactions have been eliminated in consolidation. The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP (“GAAP”), and with the rules of the Securities and Exchange Commission. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary of Verdeca, which is a VIE. The Company evaluates its relationships with the VIEs upon the occurrence of certain significant events that affect the design, structure or other factors pertinent to the primary beneficiary determination. Verdeca LLC has no operations, assets or liability as of and for the years ended December 31, 2017 and 2016. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Significant estimates and assumptions made by management included the determination of the provision for income taxes, costs to complete government grants and research contracts, net realizable value of inventory, and the development period of revenue-generating technologies. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers any liquid investments with a stated maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks. The Company limits cash investments to financial institutions with high credit standings; therefore, management believes that there is no significant exposure to any credit risk in the Company’s cash and cash equivalents. However, as of December 31, 2017 and 2016, a substantial portion of the Company’s cash in depository accounts is in excess of the federal deposit insurance limits. Investments in Equity and Debt Securities The Company uses the equity method to account for investments in equity securities if the investment provides the Company the ability to exercise significant influence over operating and financial policies of the investee. The Company includes its proportionate share of earnings and/or losses of the equity method investee in its Consolidated Statements of Operations and Comprehensive Loss. The carrying value of the equity investments is reported using the equity method in the Consolidated Balance Sheets. As of December 31, 2017 and 2016, the Company’s investment in Limagrain Cereal Seeds LLC (“LCS”) is $0. See Note 6 – Investments in Unconsolidated Entity for additional information. Investments in equity securities in which the Company holds less than 20% voting interest and on which the Company does not have the ability to exercise significant influence, and do not have readily determinable fair values are accounted for under the cost method. Cost method investments are originally recorded at cost and are reported on the Consolidated Balance Sheets. Investments in debt securities are carried at fair value and classified as available-for-sale. Realized gains and losses on available-for-sale securities are included in other income (loss) — net in the Consolidated Statements of Operations and Comprehensive Loss. Unrealized gains and losses, net of deferred taxes, on available-for-sale securities are included in the Consolidated Balance Sheets as a component of accumulated other comprehensive income (loss) ("AOCI”). Securities classified as available-for-sale are reported as cash and cash equivalent, short-term investments or long-term investments in the Consolidated Balance Sheets based on the nature of the investments and maturity period. Short-term investments have maturities of less than a year and long-term investments have maturities of a year and greater from the balance sheet date. The Company’s debt securities are primarily comprised of U.S. government securities, U.S. government agency securities, commercial paper, certificates of deposit, and money markets. These available-for-sale investments are held in the custody of a major financial institution. Other-than-Temporary Impairments on Investment The Company regularly reviews each of its investments for impairment by determining if the investment has sustained an other-than-temporary decline in its value, in which case the investment is written down to its fair value by a charge to earnings. Factors that are considered by the Company in determining whether an other-than-temporary decline in value has occurred include (i) the market value of the investment in relation to its cost basis, (ii) the financial condition of the investment, and (iii) the Company’s intent and ability to retain the investment for a sufficient period of time to allow for recovery of the market value of the investment. As of December 31, 2017 and 2016, there was no impairment of the Company’s investments. Accounts Receivable Accounts receivable represents amounts owed to the Company from product sales, licenses and contract research and government grants. The carrying value of the Company’s receivables represents 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 amounts due. The Company had no amounts reserved for doubtful accounts at December 31, 2017 and 2016 as the Company expected full collection of the accounts receivable balances as of each of these dates. SONOVA® Gamma Linolenic Acid (“GLA”) Safflower Oil Inventory Proprietary safflower plants are grown, producing seed with a high-GLA content. This seed is used for subsequent plantings or processed, and sold as GLA oil, including SONOVA 400 GLA safflower oils and SONOVA Ultra GLA safflower oil, which we refer to as our SONOVA products. Amounts inventoried consist primarily of fees paid to contracted cooperators to grow the crops and costs to process and store harvested seed. Inventory costs are tracked on a lot-identified basis and are included as cost of product revenues when sold. Inventories are stated at the lower of cost or net realizable value. The Company makes adjustments to inventory when conditions indicate that the net realizable value may be less than cost due to physical deterioration, obsolescence, changes in price levels, or other factors. Additional adjustments to inventory are made for excess and slow-moving inventory on hand that is not expected to be sold within a reasonable timeframe to reduce the carrying amount to its estimated net realizable value. The write downs to inventory are based upon estimates about future demand from the Company’s customers and distributors and market conditions. The inventories—current line item in the balance sheet consists of the cost of oil inventory forecasted to be sold in the next 12 months, as of the balance sheet date. The inventories—noncurrent line item consists of oil and seed inventory expected to be used in production or sold beyond the next 12 months, as of the balance sheet date. Raw materials inventories consist primarily of seed production costs incurred by our contracted cooperators. Finished goods inventories consist of GLA oil that is available for sale. The Company recorded a $0.5 million write-down of inventory for the year ended December 31, 2016. A write-down was not recorded for the year ended December 31, 2017. Inventories consist of the following (in thousands): As of December 31, 2017 2016 Raw Materials $ 45 $ 44 Finished Goods 1,352 1,535 Inventories $ 1,397 $ 1,579 Property and Equipment Property and equipment acquisitions are recorded at cost. Provisions for depreciation are calculated using the straight-line method over the following average estimated useful lives of the assets: Years Laboratory equipment 5 Software and computer equipment 3 Furniture and fixtures 7 Vehicles 5 Leasehold improvements 2-10 * * Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the remaining life of the lease. Impairment of Long-Lived Assets The Company evaluates if events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets and identifiable intangible assets may warrant revision or that the remaining balance of these assets may not be recoverable. In evaluating for recoverability, the Company estimates the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. In the event that the balance of any asset exceeds the future undiscounted cash flow estimate, impairment is recognized based on the excess of the carrying amounts of the asset above its estimated fair value. As of December 31, 2017 and 2016, there was no impairment of the Company’s long-lived assets. Fair Value of Financial Instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. • Level 2 inputs are 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 are unobservable inputs for the asset or liability. Concentration of Risk Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate its credit risks by spreading such risks across multiple counterparties and monitoring the risk profiles of these counterparties. Customer Concentration Significant customers are those that represent greater than 10% of the Company’s total revenues or gross accounts receivable balance at each respective balance sheet date. Customers representing greater than 10% of accounts receivable were as follows (in percentages): As of December 31, 2017 2016 Customer A 18 — Customer D 53 — Customer E 24 36 Customer H — 27 Customer I — 22 Customers representing greater than 10% of total revenues were as follows (in percentages): For Year Ended December 31, 2017 2016 Customer A 26 — Customer D 18 30 Customer G 2 21 Customer J 8 11 Customer K 14 — Stock-Based Compensation The Company recognizes compensation expense related to employee stock purchase plan and the cost of stock-based compensation awards made to employees and directors on a straight-line basis over the requisite service period, net of estimated forfeitures. Judgment is required in estimating the amount of stock-based awards that will be forfeited prior to vesting. Compensation expense could be revised in subsequent periods if actual forfeitures differ from those estimates. The Company has selected the Black-Scholes option-pricing model and various inputs to estimate the fair value of its stock-based awards. See Note 11 for additional information. The Company accounts for compensation expense related to stock options granted to non-employees based on the fair values estimated using the Black-Scholes model. Stock options granted to non-employees are re-measured at each reporting date until the award is vested. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Net Loss per Share Basic net loss per share, which excludes dilution, is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock 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, convertible promissory notes, convertible preferred stock, redeemable 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 as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce the loss per share. Due to net losses, there is no impact on earnings per share calculation in applying the two-class method since the participating securities have no legal requirement to share in any losses. Revenue Recognition Revenue is generated through product sales, license agreements, contract research agreements, and government grants. The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement with the customer exists; price and terms of the arrangement are fixed or determinable; delivery of the product has occurred or the service has been performed in accordance with the terms of the arrangement; and collectability is reasonably assured. For revenue agreements with multiple-element arrangements, such as license and contract agreements, the Company analyzes the arrangements to determine whether the deliverables can be separated or whether they must be accounted for as a single unit of accounting. This determination is generally based on whether any deliverable has stand-alone value to the customer. This analysis also establishes a selling price hierarchy for determining how to allocate arrangement consideration to identified units of accounting. When deliverables are separable, consideration received is allocated to the separate units of accounting based on the relative selling price method and the appropriate revenue recognition principles are applied to each unit. The selling price used for each unit of accounting is based on estimated selling price as neither vendor-specific nor third-party evidence is available. When the Company determines that an arrangement should be accounted for as a single unit of accounting, it must determine the period over which the performance obligations will be performed and revenue will be recognized over the performance period. Product Revenues Product revenues consist of sales of our SONOVA products. Product revenues are recognized once passage of title has occurred, contractually specified acceptance criteria have been met, and all other revenue recognition criteria have been met. Shipping and handling costs charged to customers are recorded as revenues and included in cost of product revenues at the time the sale is recognized. License Revenues The Company’s license agreements generally include up-front, nonrefundable license fees, annual license fees, and subsequent milestone payments. Upon commercialization of a product utilizing a licensed technology, the Company receives certain value-sharing payments associated with the incremental revenue attributable to the licensed technology. The Company has determined that, at the inception of each license agreement, there is only one deliverable for the license for and access to the specified intellectual property. The up-front nonrefundable license fees are recognized as revenue proportionally over the development period. The development period is estimated based upon factors such as type of traits, nature of crops and geographies, which are used to establish the initial deferral period. The Company continually reviews such estimates based on progress toward product commercialization and performs a thorough analysis at least annually. If the deferral period estimate changes, the amount of revenue recognized during the period is either accelerated or reversed to reflect the updated deferred balances as of the current period-end, capturing the cumulative effect of the changes. The annual license fees are payable at the end of the annual period and such fees typically are not required to be paid if the agreement is cancelled prior to the due date. Therefore, annual license fees are only recognized when they become due. In the event a license is terminated prior to commercialization, the deferred balance of the unamortized up-front license is released to revenue on the effective date. The Company’s license agreements generally include contingent milestone payments in the development life cycle of the related technology, such as achievement of specific technological targets, successful results from field trials, filing for approval with regulatory agencies, approvals granted by regulatory agencies and commercial launch of a product utilizing the licensed technology. The Company evaluates whether each milestone is substantive and at risk at the time the agreement is executed. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (i) the entity’s performance to achieve the milestone or (ii) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone; (b) the consideration relates solely to past performance; and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company generally considers non-refundable milestones that the Company expects to be achieved as a result of the Company’s efforts during the period of the Company’s performance obligations under the license agreement to be substantive and recognizes them as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. Once a product containing one or more of the Company’s traits is commercialized, the Company is entitled to receive a portion of the incremental revenue that the trait generates for its commercial partner. These value-sharing payments will be recorded on the accrual basis when results are reliably measurable, collectability is reasonably assured, and all other revenue recognition criteria are met. None have been received to date. Contract Research Revenues Contract research revenues consist of amounts earned from performing contracted research activities for third parties. Activities performed are related to breeding programs or the genetic engineering of plants and are subject to an executed agreement. Generally, fees for research and development activities are recognized as the services are performed over the performance period, as specified in the respective agreements, assuming all other revenue recognition criteria are met. Similar to the license agreements, under the contract research agreements, once a product containing one or more of the Company’s traits is commercialized, the Company is entitled to receive a portion of the incremental revenue that the trait generates for its commercial partner. These value-sharing payments will be recorded on the accrual basis when results are reliably measurable, collectability is reasonably assured, and all other revenue recognition criteria are met. Government Grant Revenues Based on the terms of the government grant, the Company recognizes revenue from payments received from government entities for research and development activities over a contractually defined period. Revenues from government grants are recognized in the period during which the related costs are incurred, provided that the conditions under which the government grants were provided have been met. Unearned Revenue The Company defers revenue to the extent that cash received in conjunction with a license agreement, contract or grant exceeds the revenue recognized in accordance with Company policies. Research and Development Expenses Research and development expenses consist of costs incurred in the discovery, development, and testing of the Company’s product candidates. These expenses consist primarily of employee salaries and benefits, including stock-based compensation, fees paid to subcontracted research providers, fees associated with in-licensing technology, royalty agreements, land leased for field trials, chemicals and supplies and other external expenses. These costs are expensed as incurred. Additionally, as disclosed in Note 12, the Company is required from time to time to make certain milestone payments in connection with the development of technologies. These milestone payments are expensed at the time the milestone is achieved and deemed payable. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606) : Deferral of Effective Date, which defers the effective date of ASU No. 2014-09 by one year allowing early adoption as of the original effective date January 1, 2017. The deferral results in the new revenue standard being effective for the Company January 1, 2018. Additional ASUs have been issued to amend or clarify the new guidance in ASC Topic 606 as follows: • ASU No. 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) • ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing • ASU No. 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients • ASU No. 2016-20 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers The standard permits the use of either the retrospective or cumulative effect transition method. The Company is analyzing the impacts of the new revenue standards with the assistance of a third-party professional services firm. The Company adopted the requirements of the new standard in the first quarter of 2018 using the modified retrospective method with the likely impact per revenue stream as follows: • Product Revenue • Grant and Contract Research Revenue • License Agreement Revenue o Up-front license fees – the Company believes there will be a significant impact. The up-front fees will be recognized at a point in time rather than over the estimated commercialization period. The balances of unearned revenues on the balance sheet totaling $2.4 million related to up-front license fees and any associated deferred tax assets are expected to be derecognized through an opening adjustment to retained earnings on January 1, 2018. The Company believes new license agreements executed in 2018 will have up-front license fees recognized as revenue upon execution of the agreement. o Annual license fees – the Company believes there will be an impact; however, no adjustment is required upon adoption. Annual license fees will be variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be reversed. The Company will need to design and implement a process to assess when renewal of annual license fees are probable in order to determine the timing of revenue recognition for annual license fees. o Milestone fees – the Company believes there will be an impact; however, no adjustment is required upon adoption. Milestone fees will be variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be reversed. The Company will need to design and implement a process to assess when achievement of milestones are probable in order to determine the timing of revenue recognition for milestone fees. o Commercial Value Sharing Fees – the Company believes there will not be an impact to revenue recognition as no license agreements within our portfolio have commercialized; however, no adjustment is required upon adoption. Commercial value share fees will be recognized based on subsequent sales by the licensee. Internal Revenue Service rules currently allow for a one-year deferral of revenue on cash receipts, which the Company has taken. Upon adoption of Topic 606, tax recognition will follow book recognition for up-front and commercial value sharing fees. Annual license fees and milestone fees may continue to be recognized differently for book and tax to the extent that revenue recognized for book is prior to cash receipts. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. In November 2017, the FASB issued ASU No. 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 4. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): As of December 31, 2017 2016 Laboratory equipment $ 2,404 $ 2,632 Software and computer equipment 424 449 Furniture and fixtures 147 153 Vehicles 203 204 Leasehold improvements 2,002 1,991 Assets under construction — 20 Property and equipment, gross 5,180 5,449 Less accumulated depreciation and amortization (4,881 ) (4,941 ) Property and equipment, net $ 299 $ 508 Depreciation and amortization expense is $279,000 and $304,000 for the years ended December 31, 2017 and 2016, respectively. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Investments And Fair Value Measurements [Abstract] | |
Investments and Fair Value Measurements | Note 5. Investments and Fair Value Measurements Available-for-Sale Investments The Company classified short-term and long-term investments as “available-for-sale.” Investments are free of trading restrictions. The investments are carried at fair value, based on quoted market prices or other readily available market information. Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive loss, which is reflected as a separate component of stockholder’s equity in the Consolidated Balance Sheets. Gains and losses are recognized when realized in the Consolidated Statements of Operations and Comprehensive Loss. The following tables summarize the amortized cost and fair value of the available-for-sale investment securities portfolio at December 31, 2017 and December 31, 2016, and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income (“AOCI”): (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value December 31, 2017 Cash equivalents: Money market funds $ 8,943 $ — $ — $ 8,943 Short-term investments: Commercial paper 1,399 — — 1,399 U.S. government securities 2,500 — (1 ) 2,499 Total Assets at Fair Value $ 12,842 $ — $ (1 ) $ 12,841 (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value December 31, 2016 Cash equivalents: Money market funds $ 1,549 $ — $ — $ 1,549 Short-term investments: Certificates of Deposit 3,049 — (2 ) 3,047 Commercial paper 21,248 — — 21,248 U.S. government securities 19,267 — (9 ) 19,258 U.S. government agency securities 5,000 — (6 ) 4,994 Long-term investments: U.S. government securities 2,500 — (2 ) 2,498 Total Assets at Fair Value $ 52,613 $ — $ (19 ) $ 52,594 The Company did not have any investment categories that were in a continuous unrealized loss position for more than twelve months as of December 31, 2017. As of December 31, 2017, for fixed income securities that were in unrealized loss positions, the Company has determined that (i) it does not have the intent to sell any of these investments, and (ii) it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis. The Company anticipates that it will recover the entire amortized cost basis of such fixed income securities and has determined that no other-than-temporary impairments associated with credit losses were required to be recognized during the year ended December 31, 2017. Fair Value Measurement The fair value of the available-for-sale investments at December 31, 2017 were as follows: Fair Value Measurements at December 31, 2017 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 8,943 $ — $ — $ 8,943 Short-term investments: Commercial paper — 1,399 — 1,399 U.S. government securities 2,499 — — 2,499 Total Assets at Fair Value $ 11,442 $ 1,399 $ — $ 12,841 The fair value of the available-for-sale investments at December 31, 2016 were as follows: Fair Value Measurements at December 31, 2016 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 1,549 $ — $ — $ 1,549 Short-term investments: Certificates of Deposit — 3,047 — 3,047 Commercial paper — 21,248 — 21,248 U.S. government securities 19,258 — — 19,258 U.S. government agency securities — 4,994 — 4,994 Long-term investments: U.S. government securities 2,498 — — 2,498 Total Assets at Fair Value $ 23,305 $ 29,289 $ — $ 52,594 The Company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2017 or 2016. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and debt instruments. For accounts receivable, accounts payable and accrued liabilities, the carrying amounts of these financial instruments as of December 31, 2017 and 2016 were considered representative of their fair values due to their short term to maturity or repayment. Cash equivalents are carried at cost, which approximates their fair value. The carrying values of long-term debt, which approximate fair value, and debt instruments are principally measured using Level 2 inputs based on quoted market prices or pricing models using current market rates. |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Note 6. Limagrain At December 31, 2016, the Company owned V V S S A On March 31, 2017, the Company and VUSA entered into a non-cash exchange agreement, which the Company transferred to VUSA the Company’s entire membership interest in LCS and VUSA transferred to the Company 92,194 shares of the Company’s common stock held by Limagrain. The Company recorded the retirement of the shares using the cost method, resulting in an equity reclassification between common stock par value and additional paid-in capital. As of December 31, 2017, the Company does not have an investment in an unconsolidated entity. Summarized condensed financial information related to the unconsolidated entity, accounted for using the equity method is as follows (in thousands): As of and for the year ended December 31, 2017 (3) 2016 Assets: Current assets $ — $ 2,963 Non-current assets — 9,776 Total assets — 12,739 Liabilities and equity: Current liabilities — 26,992 Equity of Arcadia Biosciences, Inc.(1) — (4,989 ) Equity of VUSA — (9,264 ) Total liabilities and equity $ — $ 12,739 Revenue $ 216 $ 3,635 Gross profit 118 1,594 Loss from continuing operations (1,422 ) (5,268 ) Net loss (2) (1,539 ) (5,413 ) (1) Effective June 2014, (2) As the Company’ investment balance was reduced to $0 in 2014, the Company’s share of the pretax loss is $0 . (3) Represents year to date activity through transaction date of March 31, 2017. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Variable Interest Entity | Note 7. Variable Interest Entity In February 2012, the Company formed Verdeca LLC (“Verdeca”), which is equally owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development cooperative owned by approximately 300 shareholders, including some of South America’s largest soybean growers. Verdeca was formed to develop and deregulate soybean varieties using both partners’ agricultural technologies. Both the Company and Bioceres incur expenses in support of specific activities agreed, as defined by joint work plans, which apply fair market value to each partner’s activities. Unequal contributions of services are equalized by the partners through cash payments. Verdeca is not the primary obligor for these activities performed by the Company or Bioceres. An agreement executed in conjunction with the formation of Verdeca specified that if Bioceres determines it requires cash to fund its contributed services (subject to certain annual limits), Bioceres, S.A. may elect to sell shares of its common stock to the Company for an amount not exceeding $5.0 million in the aggregate over a four-year period. The Company determined that its commitment to purchase common stock in Bioceres, S.A. as a means to provide capital to Verdeca resulted in a de facto agency relationship between the Company and Bioceres. The Company considers qualitative factors in assessing the primary beneficiary which include understanding the purpose and design of the VIE, associated risks that the VIE creates, activities that could be directed by the Company, and the expected relative impact of those activities on the economic performance of the VIE. Based on an evaluation of these factors, the Company concluded that it is the primary beneficiary of Verdeca. As a result of the agreement to fund future contributions by Bioceres, the Company purchased common stock of Bioceres, S.A. in the aggregate amount of $2.0 million between January 2013 and August 2014. The Company’s maximum commitment to purchase stock in Bioceres, S.A. under the original funding agreement amounted to $2.0 million for 2014 and $1.2 million for 2015. In September 2014, the Company and Bioceres, S.A. entered into an agreement to reduce the annual commitment for 2014 to $500,000 and to eliminate the 2015 commitment. In consideration for these amendments, the Company surrendered 1,832 shares of Bioceres, S.A. held by the Company. The Company recorded a research and development expense of $1.5 million related to this agreement during the year ended December 31, 2014. In addition, the Company had a right to require Bioceres, S.A. to repurchase any shares of common stock then owned by the Company upon the occurrence of certain events specified in the agreement, and similarly, Bioceres, S.A. had the right to require the Company to sell back any shares of common stock owned by the Company under certain circumstances. The Company entered into a subcontracted research agreement in 2015 with Bioceres S.A. and Bioceres Semillas, S.A., a subsidiary of Bioceres S.A. Per the agreement, the Company could pay for these services with a combination of cash and Bioceres S.A. shares. In 2015, the liability for the aforementioned agreement was settled with $205,000 of cash and the remaining 632 Bioceres S.A. shares, with a fair value of $500,000, held by the Company, thus reducing the cost investment on the Company’s Consolidated Balance Sheet to $0. Under the terms of the joint development agreement, the Company has incurred direct expenses and allocated overhead in the amount of $912,000 and $416,000 for the years ended December 31, 2017 and 2016, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 8. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in thousands): As of December 31, 2017 2016 Accounts payable—trade $ 366 $ 222 Payroll and benefits 805 1,331 Research and development 899 182 Royalty fees due to unrelated parties 177 170 Accrued interest on notes payable — 98 Consulting 32 29 Rent and utilities 51 85 Legal 83 45 Accrued withholding taxes 24 — Other 59 197 Total accounts payable and accrued expenses $ 2,496 $ 2,359 Exit or Disposal Activities As of December 2016, the Company completed a comprehensive strategic review of its technology programs, pipeline, partner program progress, competitive landscape and market conditions, which resulted in the decision to realign its organizational capabilities to best support the Company’s near term product commercialization needs and preserve cash. As a result, a number of personnel changes were made, including the elimination of 23 positions. The severance costs associated with this reduction in force were $192,000 for one-time employee termination benefits, and $224,000 in severance costs in connection with an executive employment contract, both of which, are recorded in Selling, General, and Administrative expense for the year ended December 31, 2016. A portion of the one-time employee termination benefits was paid out in December 2016 and the remaining severance amount of $389,000 was accrued under payroll and benefits as of December 31, 2016 and paid in 2017. Additionally, the Company closed its Seattle office in March 2017. The Company has no other associated exit or disposal costs pertaining to the years ended December 31, 2017 and 2016. |
Collaborative Arrangements
Collaborative Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaborative Arrangements | 9. Collaborative Arrangements In August 2017, the Company entered into a collaborative arrangement for the research, development and commercialization of an improved wheat quality trait in North America. This collaborative arrangement is a contractual agreement with a third party and involves a joint operating activity where both Arcadia and the third party are active participants in the activities of the collaboration. Arcadia and the third party participate in the research and development, and Arcadia has the primary responsibility for the intellectual property strategy while the third party will generally lead the marketing and commercialization efforts. Both parties are exposed to significant risks and rewards of the collaboration and the agreement includes both cost sharing and profit sharing. The activities are performed with no guarantee of either technological or commercial success. The Company accounts for research and development (“R&D”) costs in accordance ASC 730, Research and Development |
Long-Term Debt and Other Financ
Long-Term Debt and Other Financing Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Other Financing Arrangements | Note 10. Long-Term Debt and Other Financing Arrangements There was no long-term debt as of the year ended December 31, 2017. Longterm debt as of the year ended December 31, 2016 consisted of the following (in thousands): Notes payable $ 25,127 Total $ 25,127 Less current portion — Long-term portion $ 25,127 Term Loan In December 2015, the Company entered into a loan and security agreement (“Term Loan”) with Silicon Valley Bank (the “Bank”) providing for a senior secured term loan facility in the amount of $25.0 million, which proceeds were used to repay all existing debt. In July 2017, the Company repaid the Term Loan with Silicon Valley Bank, along with the $625,000 end-of-term fee and $500,000 prepayment fee. The Term Loans’ prepayment and end of term fees of $1.1 million were recorded as a loss on extinguishment of debt, along with $41,000 of deferred loan issuance fees, partially offset by $267,000 of end of term fees previously amortized, netting to a loss of $900,000. As of the payoff date, the Company was in compliance with all covenants. The Company recognized related interest expense of $747,000 for the year ended December 31, 2017, of which $98,000 was related to the debt discount. During 2016, the Company recognized interest expense of $1.3 million for the year of which $198,000 was related to the debt discount. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 11. Stock-Based Compensation Stock Incentive Plans The Company has two equity incentive plans: the 2006 Stock Plan (“2006 Plan”) and the 2015 Omnibus Equity Incentive Plan (“2015 Plan”). In 2006, the Company adopted the 2006 Plan, which provided for the granting of stock options to executives, employees, and other service providers under terms and provisions established by the Board of Directors. The Company granted non-statutory stock options (“NSOs”) under the 2006 Plan until May 2015, when it was terminated as to future awards, although it continues to govern the terms of options that remain outstanding and were issued under the 2006 Plan. The 2015 Plan became effective upon the Company’s IPO in May 2015 and all shares that were reserved, but not issued, under the 2006 Plan were assumed by the 2015 Plan. Upon effectiveness, the 2015 Plan had 154,387 shares of common stock reserved for future issuance, which included 10,637 that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant. In addition, shares subject to awards under the 2006 Plan that are forfeited or canceled will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options (“ISOs”), NSOs, restricted stock awards, stock units, stock appreciation rights, and other forms of equity compensation, all of which may be granted to employees, officers, non-employee directors, and consultants. The ISOs and NSOs will be granted at a price per share not less than the fair value at the date of grant. Options granted generally vest over a four-year period, with 25% vesting at the end of one year and the remaining vesting monthly thereafter. Options granted, once vested, are generally exercisable for up to 10 years, after grant. As of December 31, 2017, a total of 395,808 shares of common stock were reserved for issuance under the 2015 Plan, of which 224,647 shares of common stock are available for future grant. As of December 31, 2017, a total of 116,949 and 171,181 options are outstanding under the 2006 and 2015 Plans, respectively. The following is a summary of stock option information and weighted average exercise prices under the Company’s stock incentive plans (in thousands, except share data and price per share): Shares Subject to Outstanding Options Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding — Balance at December 31, 2015 171,375 $ 75.20 $ 3,707 Options granted 89,970 103.50 Options exercised (11,407 ) 23.63 Options cancelled and forfeited (20,999 ) 89.84 Outstanding — Balance at December 31, 2016 228,939 $ 87.60 $ — Options granted 111,336 13.47 Options exercised — — Options cancelled and forfeited (52,146 ) 61.60 Outstanding — Balance at December 31, 2017 288,129 63.62 $ — Vested and expected to vest — December 31, 2017 282,394 63.95 $ — Exercisable —December 31, 2017 144,743 $ 79.53 $ — Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock determined by the Board of Directors for each of the respective periods. The intrinsic value of options exercised was At December 31, 2017 and 2016, there were no expired options, and the total fair value of shares vested during the years was $449,000 and $283,000, respectively. As In determining the fair value of the stock-based awards, the Company uses the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. Expected T The expected term is the estimated period of time outstanding for stock options granted and was estimated based on historical, as well as anticipated future, exercise activity. Expected V Since the Company was privately held and does not have a long trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock option grants. When selecting comparable publicly traded biotechnology companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Ris k F The risk-free interest rate is based on the interest rate of U.S. Treasuries of comparable maturities on the date the options were granted. Expected The expected dividend yield is based on the Company’s expectation of future dividend payouts to common stockholders. The Year Ended December 31, Assumptions 2017 2016 Expected term (years) 6.12 6.06 Expected volatility 79% 92% Risk-free interest rate 1.90% 1.76% Expected dividend yield — — The Employee Stock Purchase Plan The Company’s 2015 Employee Stock Purchase Plan (“ESPP”) became effective on May 14, 2015. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15% of their eligible compensation through payroll deductions, subject to any plan limitations. After the first offering period, which began on May 14, 2015 and ended on February 1, 2016, the ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. As of December 31, 2017, the number of shares of common stock reserved for future issuance under the ESPP is 69,270. The ESPP provides for automatic annual increases in the shares available for purchase beginning on January 1, 2016. As of December 31, 2017, 5,731 shares had been issued under the ESPP. The Company recorded $13,000 and $80,000 of ESPP related compensation expense for the years ended December 31, 2017 and 2016, respectively. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies Leases The Company leases office and laboratory space, greenhouse space, grain storage bins, warehouse space, and equipment under operating lease agreements having initial lease terms ranging from three to five years, including certain renewal options available to the Company at market rates. The Company also leases land for field trials on a short-term basis. Future minimum payments under non-cancelable operating leases in effect as of December 31, 2017, are presented below (in thousands): Years Ending December 31, Amounts 2018 422 2019 77 2020 72 Total future minimum payments under non- cancelable operating leases $ 571 Rent expense under all operating leases totaled $1.2 and $1.3 million for years ended December 31, 2017 and 2016, respectively. Legal Matters From time to time, in the ordinary course of business, the Company may become involved in certain legal proceedings. As of December 31, 2017 and 2016, the Company was not involved in any material legal proceedings. Contingent Liability Related to the Anawah Acquisition On June 15, 2005, the Company completed its agreement and plan of merger and reorganization with Anawah, Inc. (“Anawah”), to purchase the Anawah’s food and agricultural research company through a non-cash stock purchase. Pursuant to the merger with Anawah, and in accordance with the ASC 805 - Business Combinations, the Company incurred a contingent liability not to exceed $5.0 million. This liability represents amounts to be paid to Anawah’s previous stockholders for cash collected on revenue recognized by the Company upon commercial sale of certain specific products developed using technology acquired in the purchase. As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs thus, the contingent liability was reduced to $3.0 million. During the third quarter of 2016, one of the programs previously accrued for was abandoned and another program previously abandoned was reactivated. As of December 31, 2017, the Company continues to pursue a total of three development programs using this technology and believes that the contingent liability is probable. As a result, $3.0 million remains on the Consolidated Balance Sheet as an other noncurrent liability. Contracts The Company has entered into contract research agreements with unrelated parties that require the Company to pay certain funding commitments. The initial terms of these agreements range from one to three years in duration and in certain cases are cancelable. The Company licenses certain technologies via executed agreements (“In-Licensing Agreements”) that are used to develop and advance the Company’s own technologies. The Company has entered into various In-Licensing Agreements with related and unrelated parties that require the Company to pay certain license fees, royalties, and/or milestone fees. In addition, certain royalty payments ranging from 2% to 15% of net revenue amounts as defined in the In-Licensing Agreements will be due. Royalties due to both related and unrelated parties on license revenue accrued as of December 31, 2017 and 2016 were $206,000 and $201,000, respectively. Royalties are included within research and development on the Consolidated Statements of Operations and Comprehensive Loss. Milestone payments are contingent upon the successful development or implementation of various technologies. Payments for milestones yet to be achieved totaled $2.0 million for both years ended December 31, 2017 and 2016. The timing of the payments is not determinable at this time pending research and development currently in progress; however, no significant payments were made during the years ended December 31, 2017 and 2016. The Company could be adversely affected by certain actions by the government as it relates to government contract revenue received in prior years. Government agencies, such as the Defense Contract Audit Agency routinely audit and investigate government contractors. These agencies review a contractor’s performance under its agreements; cost structure; and compliance with applicable laws, regulations and standards. The agencies also review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems. While the Company’s management anticipates no adverse result from an audit, should any costs be found to be improperly allocated to a government agreement, such costs will not be reimbursed, or if already reimbursed, may need to be refunded. If an audit uncovers improper or illegal activities, civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments or fines, and suspension or prohibition from doing business with the government could occur. In addition, serious reputational harm or significant adverse financial effects could occur if allegations of impropriety were made against the Company. There currently are routine audits in process relating to government grant revenues. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes The components of loss before income taxes are as follows (in thousands): Year Ended December 31, 2017 2016 Domestic $ (15,681 ) $ (19,599 ) Foreign — — Loss before income taxes $ (15,681 ) $ (19,599 ) The components of the provision for income taxes for the years ended December 31, 2017 and 2016 are as follows (in thousands): Year Ended December 31, 2017 2016 Current: Federal $ — $ — State 2 1 Foreign 24 24 Total current tax expense 26 25 Deferred: Federal — — State — — Foreign — — Total deferred tax benefit — — Total tax expense $ 26 $ 25 The Company operates in only one federal jurisdiction, the United States. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2017 2016 Expected income tax provision at the federal statutory rate 34.0 % 34.0 % State taxes, net of federal benefit 2.6 % 4.7 % Change in valuation allowance 91.4 % (37.8 )% Nondeductible expenses 0.1 % (0.9 )% Impact of change in federal tax rate (124.6 )% — Withholding taxes (0.2 )% (0.1 )% Other (3.5 )% — Income tax provision (0.2 )% (0.1 )% The total income tax expense for the years ended December 31, 2017 and 2016 was $26,000 and $25,000, respectively, and is comprised of current state taxes and foreign taxes withheld by governmental agencies outside of the United States. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, net operating loss carryforwards (“NOLs”) and other tax credits. Significant components of the Company’s deferred tax assets are as follows (in thousands): As of December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 37,498 $ 49,593 Unearned revenue 783 1,501 Stock-based compensation 2,273 2,861 Accrued payroll and benefits 51 215 Research and development credits 171 143 Capital loss carryover — 13 Fixed asset basis difference 128 191 Inventory reserve 396 1,110 Charitable contributions 3 5 Total deferred tax assets 41,303 55,632 Less valuation allowance (41,303 ) (55,632 ) Net deferred tax assets $ — $ — Realization of the deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. Accordingly, the net deferred tax assets have been offset by a valuation allowance. The net valuation allowance decreased by $14.3 million and increased by $8.5 million during the years ended December 31, 2017 and 2016, respectively. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21%, effective for tax years beginning after December 31, 2017. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. 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 reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Act, we revalued our ending net deferred tax assets at December 31, 2017, which were fully offset by a valuation allowance. The Company has evaluated the other changes resulting from the Tax Act and does not expect them to have a material impact on the tax provision, therefore, the Company considers the accounting complete. At December 31, 2017, the Company had federal and state NOLs aggregating approximately $152.9 million and $105.3 million, respectively. At December 31, 2017, the utilization of a portion of our NOLs is subject to an annual limitation under Section 382 of the Internal Revenue Code (IRC). Of the $152.9 million generated, $7.2 million will not be available to be utilized within the carryforward period. If not utilized, these federal NOLs will begin to expire in 2020 and these state NOLs began to expire in 2017. The Company continues to evaluate IRC Section 382, which may limit NOLs generated in future years. The Company evaluates deferred tax assets, including the benefit from NOLs, to determine if a valuation allowance is required. Such evaluation is based on consideration of all available evidence using a “more likely than not” standard with significant weight being given to evidence that can be objectively verified. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses; forecasts of future profitability; the length of statutory carryforward periods; the Company’s experience with operating losses; and tax-planning alternatives. The significant piece of objective negative evidence evaluated was the cumulative loss incurred through the year ended December 31, 2017. Given this evidence and the expectation to incur operating losses in the foreseeable future, a full valuation allowance has been recorded against the net deferred tax asset. The Company will continue to maintain a full valuation allowance against the entire amount of its net deferred tax asset, until such time as the Company has determined that the weight of the objectively verifiable positive evidence exceeds that of the negative evidence and it is likely that the Company will be able to utilize all of its net deferred tax asset relating to its federal and state NOL carryforwards. Although the Company has established a full valuation allowance on its net deferred tax asset, it has not forfeited the right to carryforward tax losses up to 20 years and apply such tax losses against taxable income in such years, thereby reducing its future tax obligations. The Company is subject to taxation in the United States and various state jurisdictions. As of December 31, 2017, the Company’s tax years for 2000 through 2017 are generally subject to examination by the tax authorities. The years are open back to 2000 to the extent the NOLs being carried forward were generated then. The Company applies the provisions of ASC 740 related to accounting for uncertain tax positions and concluded there were no such positions associated with the Company requiring accrual of a liability. As of December 31, 2017, the Company has not accrued for any such positions. The Company is currently not under audit for federal or state tax purposes. The Company does not expect a significant change to occur within the next 12 months. |
Retirement Benefits
Retirement Benefits | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Benefits | Note 14. Retirement Benefits The Company has a 401(k) retirement plan (the “Plan”) available for participation by all regular full-time employees who have completed three months of service with the Company. The Company established the Plan in 2008. The Plan provides for a discretionary matching contribution equal to 50% of the amount of the employee’s salary deduction, not to exceed 3% of the salary per employee. Highly compensated employees are excluded from receiving any discretionary matching contribution. Employees’ rights to employer contributions vest on the one-year anniversary of their date of employment. The Company has the option to make discretionary matching contributions. The Company did not make discretionary matching contributions during the years ended December 31, 2017 and 2016. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 15. Segment and Geographic Information Management has determined that it has one business activity and operates in one segment as it only reports financial information on an aggregate and consolidated basis to its Chief Executive Officer, who is the Company’s chief operating decision maker. Revenues based on the location of the customers, are as follows (in thousands): Year Ended December 31, 2017 2016 United States $ 1,588 $ 2,715 India (1) 1,064 (100 ) Africa 315 353 France 220 18 Canada 181 202 China 586 — Belgium 72 — Total $ 4,026 $ 3,188 (1) The negative amount is due to the change in estimated commercialization dates in 2016, which impacted the timing of revenue recognition . |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 16. Net Loss per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weightedaverage number of common shares outstanding during the period and excludes any dilutive effects of stockbased awards and warrants. Diluted net loss per share attributable to common stockholders is computed giving effect to all potentially dilutive common shares, including common stock issuable upon exercise of stock options and warrants. As the Company had net losses for the years ended December 31, 2017 and 2016, all potentially dilutive common shares were determined to be antidilutive. Securities that were not included in the diluted per share calculations because they would be antidilutive were as follows (in shares): Year Ended December 31, 2017 2016 Options to purchase common stock 288,129 228,939 Warrants to purchase common stock 66,845 66,845 Total 354,974 295,784 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17. Related Party Transactions The Company’s related parties include MCC and Blue Horse Labs, Inc. (“BHL”). BHL is deemed a related party of the Company because MCC, the Company’s controlling stockholder, and BHL have some common officers and directors. Transactions with related parties are reflected in the consolidated financial statements under amounts due to related parties and notes payable to related party. Outlined below are details of agreements between the Company and its related parties: Under a license agreement executed in 2003 and amended in 2009, BHL receives a singledigit royalty from the Company when revenue has been collected on product sales or for license payments from third parties that involve certain intellectual property developed under research funding from BHL. Royalty fees due to BHL were $29,000 and $30,000 as of December 31, 2017 and December 31, 2016, respectively, and are included in the Consolidated Balance Sheets as amounts due to related parties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. Subsequent Event On February 7, 2018, the Company received a letter from Nasdaq, indicating the Company has regained compliance with Listing Rule 5450(a)(1). On February 14, 2017, Nasdaq notified the Company that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. Since then, Nasdaq determined that for 10 consecutive business days, from January 24, 2018 to February 6, 2018, the closing bid price of the Company’s common stock has been at $1.00 per share or greater and this matter is now closed. On March 19, 2018, the Company entered into definitive securities purchase agreements with institutional investors in connection with a private placement of common stock and warrants in the amount of $10 million, exclusive of any related transaction fees. The number of shares to be issued and at what price are variable and subject to the terms of the agreement. The offering is expected to close on or about March 21, 2018, subject to satisfaction of customary closing conditions. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization | Organization Arcadia Biosciences, Inc. (the "Company"), was incorporated in the state of Arizona in 2002 and maintains its headquarters in Davis, California, with additional facilities in Phoenix, Arizona, and American Falls, Idaho. The Company was reincorporated in Delaware in March 2015. The Company is a consumer-driven, agricultural food ingredient company. We aim to create value across the agricultural production and supply chain beginning with enhanced crop productivity for farmers and ultimately delivering accelerated innovation in nutritional quality consumer foods. We use state of the art gene-editing technology and advanced breeding techniques to naturally enhance the nutritional quality of grains and oilseeds to address the rapidly evolving trends in consumer health and nutrition. In addition, we have developed a broad pipeline of high value crop productivity traits designed to enhance farmer economics. In February 2012, the Company formed Verdeca LLC (“Verdeca,” see Note 7), which is jointly owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development cooperative. Verdeca , |
Reverse Stock Split | Reverse Stock Split In January 2018, the Company’s board of directors approved a reverse split of 1:20 on the Company’s issued and outstanding common stock. In January 2018, the Company’s stockholders approved the certificate of amendment, which the Company filed on January 23, 2018 with the Secretary of State of Delaware to effect the reverse split. All issued and outstanding common stock, options to purchase common stock and per share amounts contained in the consolidated financial statement have been retroactively adjusted to reflect the reverse stock split for all periods presented. |
Liquidity, Capital Resources, and Going Concern | Liquidity, Capital Resources, and Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. Since inception, the Company has financed its operations primarily through equity and debt financings. As of December 31, 2017, the Company had an accumulated deficit of $167.3 million, cash and cash equivalents of $9.1 million, and short-term investments of $3.9 million. As is disclosed in Note 10, the Company repaid its $25.0 million term loan and related interest, prepayment and end-of-term payments totaling $1.3 million with Silicon Valley Bank in July 2017. The Company believes that its existing cash, cash equivalents and investments will be insufficient to meet its anticipated cash requirements for at least through March 2019, and thus raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans include attempting to secure additional funding through equity or debt financings, sales or out-licensing of intellectual property assets, seeking partnerships with other agriculture biotechnology companies or third parties to co-develop and fund research, development or commercialization efforts, or similar transactions. There is no assurance that the Company will be successful in obtaining the necessary funding to meet its business objectives. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and Verdeca LLC. All intercompany balances and transactions have been eliminated in consolidation. The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP (“GAAP”), and with the rules of the Securities and Exchange Commission. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary of Verdeca, which is a VIE. The Company evaluates its relationships with the VIEs upon the occurrence of certain significant events that affect the design, structure or other factors pertinent to the primary beneficiary determination. Verdeca LLC has no operations, assets or liability as of and for the years ended December 31, 2017 and 2016. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Significant estimates and assumptions made by management included the determination of the provision for income taxes, costs to complete government grants and research contracts, net realizable value of inventory, and the development period of revenue-generating technologies. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers any liquid investments with a stated maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks. The Company limits cash investments to financial institutions with high credit standings; therefore, management believes that there is no significant exposure to any credit risk in the Company’s cash and cash equivalents. However, as of December 31, 2017 and 2016, a substantial portion of the Company’s cash in depository accounts is in excess of the federal deposit insurance limits. |
Investments in Equity and Debt Securities | Investments in Equity and Debt Securities The Company uses the equity method to account for investments in equity securities if the investment provides the Company the ability to exercise significant influence over operating and financial policies of the investee. The Company includes its proportionate share of earnings and/or losses of the equity method investee in its Consolidated Statements of Operations and Comprehensive Loss. The carrying value of the equity investments is reported using the equity method in the Consolidated Balance Sheets. As of December 31, 2017 and 2016, the Company’s investment in Limagrain Cereal Seeds LLC (“LCS”) is $0. See Note 6 – Investments in Unconsolidated Entity for additional information. Investments in equity securities in which the Company holds less than 20% voting interest and on which the Company does not have the ability to exercise significant influence, and do not have readily determinable fair values are accounted for under the cost method. Cost method investments are originally recorded at cost and are reported on the Consolidated Balance Sheets. Investments in debt securities are carried at fair value and classified as available-for-sale. Realized gains and losses on available-for-sale securities are included in other income (loss) — net in the Consolidated Statements of Operations and Comprehensive Loss. Unrealized gains and losses, net of deferred taxes, on available-for-sale securities are included in the Consolidated Balance Sheets as a component of accumulated other comprehensive income (loss) ("AOCI”). Securities classified as available-for-sale are reported as cash and cash equivalent, short-term investments or long-term investments in the Consolidated Balance Sheets based on the nature of the investments and maturity period. Short-term investments have maturities of less than a year and long-term investments have maturities of a year and greater from the balance sheet date. The Company’s debt securities are primarily comprised of U.S. government securities, U.S. government agency securities, commercial paper, certificates of deposit, and money markets. These available-for-sale investments are held in the custody of a major financial institution. |
Other-than-Temporary Impairments on Investment | Other-than-Temporary Impairments on Investment The Company regularly reviews each of its investments for impairment by determining if the investment has sustained an other-than-temporary decline in its value, in which case the investment is written down to its fair value by a charge to earnings. Factors that are considered by the Company in determining whether an other-than-temporary decline in value has occurred include (i) the market value of the investment in relation to its cost basis, (ii) the financial condition of the investment, and (iii) the Company’s intent and ability to retain the investment for a sufficient period of time to allow for recovery of the market value of the investment. As of December 31, 2017 and 2016, there was no impairment of the Company’s investments. |
Accounts Receivable | Accounts Receivable Accounts receivable represents amounts owed to the Company from product sales, licenses and contract research and government grants. The carrying value of the Company’s receivables represents 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 amounts due. The Company had no amounts reserved for doubtful accounts at December 31, 2017 and 2016 as the Company expected full collection of the accounts receivable balances as of each of these dates. |
SONOVA® Gamma Linolenic Acid ("GLA") Safflower Oil Inventory | SONOVA® Gamma Linolenic Acid (“GLA”) Safflower Oil Inventory Proprietary safflower plants are grown, producing seed with a high-GLA content. This seed is used for subsequent plantings or processed, and sold as GLA oil, including SONOVA 400 GLA safflower oils and SONOVA Ultra GLA safflower oil, which we refer to as our SONOVA products. Amounts inventoried consist primarily of fees paid to contracted cooperators to grow the crops and costs to process and store harvested seed. Inventory costs are tracked on a lot-identified basis and are included as cost of product revenues when sold. Inventories are stated at the lower of cost or net realizable value. The Company makes adjustments to inventory when conditions indicate that the net realizable value may be less than cost due to physical deterioration, obsolescence, changes in price levels, or other factors. Additional adjustments to inventory are made for excess and slow-moving inventory on hand that is not expected to be sold within a reasonable timeframe to reduce the carrying amount to its estimated net realizable value. The write downs to inventory are based upon estimates about future demand from the Company’s customers and distributors and market conditions. The inventories—current line item in the balance sheet consists of the cost of oil inventory forecasted to be sold in the next 12 months, as of the balance sheet date. The inventories—noncurrent line item consists of oil and seed inventory expected to be used in production or sold beyond the next 12 months, as of the balance sheet date. Raw materials inventories consist primarily of seed production costs incurred by our contracted cooperators. Finished goods inventories consist of GLA oil that is available for sale. The Company recorded a $0.5 million write-down of inventory for the year ended December 31, 2016. A write-down was not recorded for the year ended December 31, 2017. Inventories consist of the following (in thousands): As of December 31, 2017 2016 Raw Materials $ 45 $ 44 Finished Goods 1,352 1,535 Inventories $ 1,397 $ 1,579 |
Property and Equipment | Property and Equipment Property and equipment acquisitions are recorded at cost. Provisions for depreciation are calculated using the straight-line method over the following average estimated useful lives of the assets: Years Laboratory equipment 5 Software and computer equipment 3 Furniture and fixtures 7 Vehicles 5 Leasehold improvements 2-10 * * Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the remaining life of the lease. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates if events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets and identifiable intangible assets may warrant revision or that the remaining balance of these assets may not be recoverable. In evaluating for recoverability, the Company estimates the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. In the event that the balance of any asset exceeds the future undiscounted cash flow estimate, impairment is recognized based on the excess of the carrying amounts of the asset above its estimated fair value. As of December 31, 2017 and 2016, there was no impairment of the Company’s long-lived assets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. • Level 2 inputs are 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 are unobservable inputs for the asset or liability. |
Concentration of Risk | Concentration of Risk Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate its credit risks by spreading such risks across multiple counterparties and monitoring the risk profiles of these counterparties. |
Customer Concentration | Customer Concentration Significant customers are those that represent greater than 10% of the Company’s total revenues or gross accounts receivable balance at each respective balance sheet date. Customers representing greater than 10% of accounts receivable were as follows (in percentages): As of December 31, 2017 2016 Customer A 18 — Customer D 53 — Customer E 24 36 Customer H — 27 Customer I — 22 Customers representing greater than 10% of total revenues were as follows (in percentages): For Year Ended December 31, 2017 2016 Customer A 26 — Customer D 18 30 Customer G 2 21 Customer J 8 11 Customer K 14 — |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense related to employee stock purchase plan and the cost of stock-based compensation awards made to employees and directors on a straight-line basis over the requisite service period, net of estimated forfeitures. Judgment is required in estimating the amount of stock-based awards that will be forfeited prior to vesting. Compensation expense could be revised in subsequent periods if actual forfeitures differ from those estimates. The Company has selected the Black-Scholes option-pricing model and various inputs to estimate the fair value of its stock-based awards. See Note 11 for additional information. The Company accounts for compensation expense related to stock options granted to non-employees based on the fair values estimated using the Black-Scholes model. Stock options granted to non-employees are re-measured at each reporting date until the award is vested. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. |
Net Loss per Share | Net Loss per Share Basic net loss per share, which excludes dilution, is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock 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, convertible promissory notes, convertible preferred stock, redeemable 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 as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce the loss per share. Due to net losses, there is no impact on earnings per share calculation in applying the two-class method since the participating securities have no legal requirement to share in any losses. |
Revenue Recognition | Revenue Recognition Revenue is generated through product sales, license agreements, contract research agreements, and government grants. The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement with the customer exists; price and terms of the arrangement are fixed or determinable; delivery of the product has occurred or the service has been performed in accordance with the terms of the arrangement; and collectability is reasonably assured. For revenue agreements with multiple-element arrangements, such as license and contract agreements, the Company analyzes the arrangements to determine whether the deliverables can be separated or whether they must be accounted for as a single unit of accounting. This determination is generally based on whether any deliverable has stand-alone value to the customer. This analysis also establishes a selling price hierarchy for determining how to allocate arrangement consideration to identified units of accounting. When deliverables are separable, consideration received is allocated to the separate units of accounting based on the relative selling price method and the appropriate revenue recognition principles are applied to each unit. The selling price used for each unit of accounting is based on estimated selling price as neither vendor-specific nor third-party evidence is available. When the Company determines that an arrangement should be accounted for as a single unit of accounting, it must determine the period over which the performance obligations will be performed and revenue will be recognized over the performance period. |
Product Revenues | Product Revenues Product revenues consist of sales of our SONOVA products. Product revenues are recognized once passage of title has occurred, contractually specified acceptance criteria have been met, and all other revenue recognition criteria have been met. Shipping and handling costs charged to customers are recorded as revenues and included in cost of product revenues at the time the sale is recognized. |
License Revenues | License Revenues The Company’s license agreements generally include up-front, nonrefundable license fees, annual license fees, and subsequent milestone payments. Upon commercialization of a product utilizing a licensed technology, the Company receives certain value-sharing payments associated with the incremental revenue attributable to the licensed technology. The Company has determined that, at the inception of each license agreement, there is only one deliverable for the license for and access to the specified intellectual property. The up-front nonrefundable license fees are recognized as revenue proportionally over the development period. The development period is estimated based upon factors such as type of traits, nature of crops and geographies, which are used to establish the initial deferral period. The Company continually reviews such estimates based on progress toward product commercialization and performs a thorough analysis at least annually. If the deferral period estimate changes, the amount of revenue recognized during the period is either accelerated or reversed to reflect the updated deferred balances as of the current period-end, capturing the cumulative effect of the changes. The annual license fees are payable at the end of the annual period and such fees typically are not required to be paid if the agreement is cancelled prior to the due date. Therefore, annual license fees are only recognized when they become due. In the event a license is terminated prior to commercialization, the deferred balance of the unamortized up-front license is released to revenue on the effective date. The Company’s license agreements generally include contingent milestone payments in the development life cycle of the related technology, such as achievement of specific technological targets, successful results from field trials, filing for approval with regulatory agencies, approvals granted by regulatory agencies and commercial launch of a product utilizing the licensed technology. The Company evaluates whether each milestone is substantive and at risk at the time the agreement is executed. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (i) the entity’s performance to achieve the milestone or (ii) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone; (b) the consideration relates solely to past performance; and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company generally considers non-refundable milestones that the Company expects to be achieved as a result of the Company’s efforts during the period of the Company’s performance obligations under the license agreement to be substantive and recognizes them as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. Once a product containing one or more of the Company’s traits is commercialized, the Company is entitled to receive a portion of the incremental revenue that the trait generates for its commercial partner. These value-sharing payments will be recorded on the accrual basis when results are reliably measurable, collectability is reasonably assured, and all other revenue recognition criteria are met. None have been received to date. |
Contract Research Revenues | Contract Research Revenues Contract research revenues consist of amounts earned from performing contracted research activities for third parties. Activities performed are related to breeding programs or the genetic engineering of plants and are subject to an executed agreement. Generally, fees for research and development activities are recognized as the services are performed over the performance period, as specified in the respective agreements, assuming all other revenue recognition criteria are met. Similar to the license agreements, under the contract research agreements, once a product containing one or more of the Company’s traits is commercialized, the Company is entitled to receive a portion of the incremental revenue that the trait generates for its commercial partner. These value-sharing payments will be recorded on the accrual basis when results are reliably measurable, collectability is reasonably assured, and all other revenue recognition criteria are met. |
Government Grant Revenues | Government Grant Revenues Based on the terms of the government grant, the Company recognizes revenue from payments received from government entities for research and development activities over a contractually defined period. Revenues from government grants are recognized in the period during which the related costs are incurred, provided that the conditions under which the government grants were provided have been met. |
Unearned Revenue | Unearned Revenue The Company defers revenue to the extent that cash received in conjunction with a license agreement, contract or grant exceeds the revenue recognized in accordance with Company policies. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist of costs incurred in the discovery, development, and testing of the Company’s product candidates. These expenses consist primarily of employee salaries and benefits, including stock-based compensation, fees paid to subcontracted research providers, fees associated with in-licensing technology, royalty agreements, land leased for field trials, chemicals and supplies and other external expenses. These costs are expensed as incurred. Additionally, as disclosed in Note 12, the Company is required from time to time to make certain milestone payments in connection with the development of technologies. These milestone payments are expensed at the time the milestone is achieved and deemed payable. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Line Items] | |
Summary of Inventories | Inventories consist of the following (in thousands): As of December 31, 2017 2016 Raw Materials $ 45 $ 44 Finished Goods 1,352 1,535 Inventories $ 1,397 $ 1,579 |
Summary of Average Estimated Useful Lives of Assets | Provisions for depreciation are calculated using the straight-line method over the following average estimated useful lives of the assets: Years Laboratory equipment 5 Software and computer equipment 3 Furniture and fixtures 7 Vehicles 5 Leasehold improvements 2-10 * * Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the remaining life of the lease. |
Customer Concentration Risk [Member] | |
Accounting Policies [Line Items] | |
Summary of Customer Concentration | Customers representing greater than 10% of accounts receivable were as follows (in percentages): As of December 31, 2017 2016 Customer A 18 — Customer D 53 — Customer E 24 36 Customer H — 27 Customer I — 22 Customers representing greater than 10% of total revenues were as follows (in percentages): For Year Ended December 31, 2017 2016 Customer A 26 — Customer D 18 30 Customer G 2 21 Customer J 8 11 Customer K 14 — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): As of December 31, 2017 2016 Laboratory equipment $ 2,404 $ 2,632 Software and computer equipment 424 449 Furniture and fixtures 147 153 Vehicles 203 204 Leasehold improvements 2,002 1,991 Assets under construction — 20 Property and equipment, gross 5,180 5,449 Less accumulated depreciation and amortization (4,881 ) (4,941 ) Property and equipment, net $ 299 $ 508 |
Investments and Fair Value Me28
Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments And Fair Value Measurements [Abstract] | |
Summary of Amortized Cost and Fair Value of the Available-For-Sale Investment Securities Portfolio | The following tables summarize the amortized cost and fair value of the available-for-sale investment securities portfolio at December 31, 2017 and December 31, 2016, and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income (“AOCI”): (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value December 31, 2017 Cash equivalents: Money market funds $ 8,943 $ — $ — $ 8,943 Short-term investments: Commercial paper 1,399 — — 1,399 U.S. government securities 2,500 — (1 ) 2,499 Total Assets at Fair Value $ 12,842 $ — $ (1 ) $ 12,841 (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value December 31, 2016 Cash equivalents: Money market funds $ 1,549 $ — $ — $ 1,549 Short-term investments: Certificates of Deposit 3,049 — (2 ) 3,047 Commercial paper 21,248 — — 21,248 U.S. government securities 19,267 — (9 ) 19,258 U.S. government agency securities 5,000 — (6 ) 4,994 Long-term investments: U.S. government securities 2,500 — (2 ) 2,498 Total Assets at Fair Value $ 52,613 $ — $ (19 ) $ 52,594 |
Summary of Fair Value of Available-for-Sale Investments | The fair value of the available-for-sale investments at December 31, 2017 were as follows: Fair Value Measurements at December 31, 2017 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 8,943 $ — $ — $ 8,943 Short-term investments: Commercial paper — 1,399 — 1,399 U.S. government securities 2,499 — — 2,499 Total Assets at Fair Value $ 11,442 $ 1,399 $ — $ 12,841 The fair value of the available-for-sale investments at December 31, 2016 were as follows: Fair Value Measurements at December 31, 2016 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 1,549 $ — $ — $ 1,549 Short-term investments: Certificates of Deposit — 3,047 — 3,047 Commercial paper — 21,248 — 21,248 U.S. government securities 19,258 — — 19,258 U.S. government agency securities — 4,994 — 4,994 Long-term investments: U.S. government securities 2,498 — — 2,498 Total Assets at Fair Value $ 23,305 $ 29,289 $ — $ 52,594 |
Investment in Unconsolidated 29
Investment in Unconsolidated Entity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Limagrain Cereal Seeds LLC [Member] | |
Summary of Condensed Financial Information Related to Unconsolidated Entity | Summarized condensed financial information related to the unconsolidated entity, accounted for using the equity method is as follows (in thousands): As of and for the year ended December 31, 2017 (3) 2016 Assets: Current assets $ — $ 2,963 Non-current assets — 9,776 Total assets — 12,739 Liabilities and equity: Current liabilities — 26,992 Equity of Arcadia Biosciences, Inc.(1) — (4,989 ) Equity of VUSA — (9,264 ) Total liabilities and equity $ — $ 12,739 Revenue $ 216 $ 3,635 Gross profit 118 1,594 Loss from continuing operations (1,422 ) (5,268 ) Net loss (2) (1,539 ) (5,413 ) (1) Effective June 2014, (2) As the Company’ investment balance was reduced to $0 in 2014, the Company’s share of the pretax loss is $0 . (3) Represents year to date activity through transaction date of March 31, 2017. |
Accounts Payable and Accrued 30
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following (in thousands): As of December 31, 2017 2016 Accounts payable—trade $ 366 $ 222 Payroll and benefits 805 1,331 Research and development 899 182 Royalty fees due to unrelated parties 177 170 Accrued interest on notes payable — 98 Consulting 32 29 Rent and utilities 51 85 Legal 83 45 Accrued withholding taxes 24 — Other 59 197 Total accounts payable and accrued expenses $ 2,496 $ 2,359 |
Long-Term Debt and Other Fina31
Long-Term Debt and Other Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | There was no long-term debt as of the year ended December 31, 2017. Longterm debt as of the year ended December 31, 2016 consisted of the following (in thousands): Notes payable $ 25,127 Total $ 25,127 Less current portion — Long-term portion $ 25,127 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Activity Under Stock Incentive Plans | The following is a summary of stock option information and weighted average exercise prices under the Company’s stock incentive plans (in thousands, except share data and price per share): Shares Subject to Outstanding Options Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding — Balance at December 31, 2015 171,375 $ 75.20 $ 3,707 Options granted 89,970 103.50 Options exercised (11,407 ) 23.63 Options cancelled and forfeited (20,999 ) 89.84 Outstanding — Balance at December 31, 2016 228,939 $ 87.60 $ — Options granted 111,336 13.47 Options exercised — — Options cancelled and forfeited (52,146 ) 61.60 Outstanding — Balance at December 31, 2017 288,129 63.62 $ — Vested and expected to vest — December 31, 2017 282,394 63.95 $ — Exercisable —December 31, 2017 144,743 $ 79.53 $ — |
Weighted-Average Fair Value Assumption of Stock Option Awards | The Year Ended December 31, Assumptions 2017 2016 Expected term (years) 6.12 6.06 Expected volatility 79% 92% Risk-free interest rate 1.90% 1.76% Expected dividend yield — — |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases | Future minimum payments under non-cancelable operating leases in effect as of December 31, 2017, are presented below (in thousands): Years Ending December 31, Amounts 2018 422 2019 77 2020 72 Total future minimum payments under non- cancelable operating leases $ 571 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Taxes | The components of loss before income taxes are as follows (in thousands): Year Ended December 31, 2017 2016 Domestic $ (15,681 ) $ (19,599 ) Foreign — — Loss before income taxes $ (15,681 ) $ (19,599 ) |
Provision for Income Taxes | The components of the provision for income taxes for the years ended December 31, 2017 and 2016 are as follows (in thousands): Year Ended December 31, 2017 2016 Current: Federal $ — $ — State 2 1 Foreign 24 24 Total current tax expense 26 25 Deferred: Federal — — State — — Foreign — — Total deferred tax benefit — — Total tax expense $ 26 $ 25 |
Reconciliation of the Statutory Federal Income Tax Rate | The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2017 2016 Expected income tax provision at the federal statutory rate 34.0 % 34.0 % State taxes, net of federal benefit 2.6 % 4.7 % Change in valuation allowance 91.4 % (37.8 )% Nondeductible expenses 0.1 % (0.9 )% Impact of change in federal tax rate (124.6 )% — Withholding taxes (0.2 )% (0.1 )% Other (3.5 )% — Income tax provision (0.2 )% (0.1 )% |
Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets are as follows (in thousands) As of December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 37,498 $ 49,593 Unearned revenue 783 1,501 Stock-based compensation 2,273 2,861 Accrued payroll and benefits 51 215 Research and development credits 171 143 Capital loss carryover — 13 Fixed asset basis difference 128 191 Inventory reserve 396 1,110 Charitable contributions 3 5 Total deferred tax assets 41,303 55,632 Less valuation allowance (41,303 ) (55,632 ) Net deferred tax assets $ — $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Revenues Based on Location of Customers | Revenues based on the location of the customers, are as follows (in thousands): Year Ended December 31, 2017 2016 United States $ 1,588 $ 2,715 India (1) 1,064 (100 ) Africa 315 353 France 220 18 Canada 181 202 China 586 — Belgium 72 — Total $ 4,026 $ 3,188 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Securities Not Included in Diluted per Share Calculations | Securities that were not included in the diluted per share calculations because they would be antidilutive were as follows (in shares): Year Ended December 31, 2017 2016 Options to purchase common stock 288,129 228,939 Warrants to purchase common stock 66,845 66,845 Total 354,974 295,784 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Description Of Business [Line Items] | ||||
Place of incorporation | Arizona | |||
Year of incorporation | 2,002 | |||
Place of reincorporation | Delaware | |||
Date of reincorporation | 2015-03 | |||
Reverse split of issued and outstanding common stock | 1:20 | |||
Accumulated deficit | $ 167,257 | $ 151,550 | ||
Cash and cash equivalents | 9,125 | 2,013 | $ 23,973 | |
Short-term investments | $ 3,898 | $ 48,547 | ||
Senior Secured Term Loan Facility [Member] | ||||
Description Of Business [Line Items] | ||||
Repayment of term loan | $ 25,000 | |||
Interest paid, prepayment and end-of-term payments | $ 1,300 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2014 | |
Accounting Policies [Line Items] | |||
Reserved for doubtful accounts | $ 0 | $ 0 | |
Write-down of inventory | 0 | 500,000 | |
Impairment of long-lived assets | $ 0 | 0 | |
Maximum [Member] | |||
Accounting Policies [Line Items] | |||
Cost method investment ownership percentage | 20.00% | ||
Limagrain Cereal Seeds LLC [Member] | |||
Accounting Policies [Line Items] | |||
Equity method investments | $ 0 | 0 | $ 0 |
Impairment of equity method investments | 0 | 0 | |
Verdeca LLC | |||
Accounting Policies [Line Items] | |||
VIEs Operations | 0 | 0 | |
VIEs assets or liability | $ 0 | $ 0 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Summary of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 45 | $ 44 |
Finished Goods | 1,352 | 1,535 |
Inventories | $ 1,397 | $ 1,579 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Summary of Average Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Laboratory equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Software and computer equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Furniture and fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Vehicles [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Leasehold improvements [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 2 years |
Leasehold improvements [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Summary of Customer Concentration (Detail) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts Receivable [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.00% | |
Accounts Receivable [Member] | Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 53.00% | |
Accounts Receivable [Member] | Customer E [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 24.00% | 36.00% |
Accounts Receivable [Member] | Customer H [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 27.00% | |
Accounts Receivable [Member] | Customer I [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 22.00% | |
Total Revenue [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 26.00% | |
Total Revenue [Member] | Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.00% | 30.00% |
Total Revenue [Member] | Customer G [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 2.00% | 21.00% |
Total Revenue [Member] | Customer J [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 8.00% | 11.00% |
Total Revenue [Member] | Customer K | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14.00% |
Recent Accounting Pronounceme42
Recent Accounting Pronouncements- Additional Information (Detail) $ in Millions | Dec. 31, 2017USD ($) |
Up-Front License Fees [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Unearned revenues | $ 2.4 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 5,180 | $ 5,449 |
Less accumulated depreciation and amortization | (4,881) | (4,941) |
Property and equipment, net | 299 | 508 |
Laboratory equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,404 | 2,632 |
Software and computer equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 424 | 449 |
Furniture and fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 147 | 153 |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 203 | 204 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,002 | 1,991 |
Assets under construction [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 20 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 279,000 | $ 304,000 |
Investments and Fair Value Me45
Investments and Fair Value Measurements - Summary of Amortized Cost and Fair Value of the Available-For-Sale Investment Securities Portfolio (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 12,842 | $ 52,613 |
Unrealized Gains | 0 | |
Unrealized Losses | (1) | (19) |
Estimated Fair Value | 12,841 | 52,594 |
Cash Equivalents [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 8,943 | 1,549 |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 8,943 | 1,549 |
Short-term Investments [Member] | Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,399 | 21,248 |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 1,399 | 21,248 |
Short-term Investments [Member] | U.S. Government Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 2,500 | 19,267 |
Unrealized Gains | 0 | |
Unrealized Losses | (1) | (9) |
Estimated Fair Value | $ 2,499 | 19,258 |
Short-term Investments [Member] | Certificates of Deposit [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 3,049 | |
Unrealized Gains | 0 | |
Unrealized Losses | (2) | |
Estimated Fair Value | 3,047 | |
Short-term Investments [Member] | U.S. Government Agency Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 5,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | (6) | |
Estimated Fair Value | 4,994 | |
Long-term investments [Member] | U.S. Government Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 2,500 | |
Unrealized Gains | 0 | |
Unrealized Losses | (2) | |
Estimated Fair Value | $ 2,498 |
Investments and Fair Value Me46
Investments and Fair Value Measurements - Additional Information (Detail) | Dec. 31, 2017USD ($) |
Investments Debt And Equity Securities [Abstract] | |
Investment in continuous unrealized loss position for more than twelve months | $ 0 |
Investments and Fair Value Me47
Investments and Fair Value Measurements - Summary of Fair Value of Available-for-Sale Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets at Fair Value | ||
Total Assets at Fair Value | $ 12,841 | $ 52,594 |
Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 8,943 | 1,549 |
Commercial Paper [Member] | ||
Assets at Fair Value | ||
Short-term investments | 1,399 | 21,248 |
U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 2,499 | 19,258 |
Long-term investments | 2,498 | |
Certificates of Deposit [Member] | ||
Assets at Fair Value | ||
Short-term investments | 3,047 | |
Level 1 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 11,442 | 23,305 |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 8,943 | 1,549 |
Level 1 [Member] | Commercial Paper [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | 0 |
Level 1 [Member] | U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 2,499 | 19,258 |
Long-term investments | 2,498 | |
Level 1 [Member] | Certificates of Deposit [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | |
Level 2 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 1,399 | 29,289 |
Level 2 [Member] | Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | 0 |
Level 2 [Member] | Commercial Paper [Member] | ||
Assets at Fair Value | ||
Short-term investments | 1,399 | 21,248 |
Level 2 [Member] | U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
Level 2 [Member] | Certificates of Deposit [Member] | ||
Assets at Fair Value | ||
Short-term investments | 3,047 | |
Level 3 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 0 | 0 |
Level 3 [Member] | Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | 0 |
Level 3 [Member] | Commercial Paper [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | 0 |
Level 3 [Member] | U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | $ 0 | 0 |
Long-term investments | 0 | |
Level 3 [Member] | Certificates of Deposit [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | |
U.S. Government Agency Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 4,994 | |
U.S. Government Agency Securities [Member] | Level 1 [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | |
U.S. Government Agency Securities [Member] | Level 2 [Member] | ||
Assets at Fair Value | ||
Short-term investments | 4,994 | |
U.S. Government Agency Securities [Member] | Level 3 [Member] | ||
Assets at Fair Value | ||
Short-term investments | $ 0 |
Investment in Unconsolidated 48
Investment in Unconsolidated Entity - Additional information (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2014 |
Vilmorin Cie [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment, remaining ownership percentage | 65.00% | |||
Limagrain Cereal Seeds LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment, ownership percentage | 35.00% | |||
Loss on investments | $ 0 | |||
Equity Method Investment, Additional Information | At December 31, 2016, the Company owned a 35% ownership position in Limagrain Cereal Seeds LLC (“LCS”). The remaining 65% of LCS was owned by Vilmorin & Cie (“Limagrain”), a major global producer and marketer of field crop and vegetable seeds, through its wholly owned subsidiary, Vilmorin USA (“VUSA”). LCS improves and develops new wheat and barley varieties utilizing genetic and breeding resources, as well as advanced technologies, from Limagrain and the Company. Historically, funding for LCS has come from an initial pro rata equity investment from each partner and with subsequent financing in the form of debt from VUSA. As of December 31, 2016, the Company’s investment in LCS had been reduced to $0 as a result of its equity method loss recognition. | |||
Common stock shares retired using cost method as result of transfer of membership interest | 92,194 | |||
Equity method investments | $ 0 | $ 0 | $ 0 | |
Unconsolidated Entity [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 0 |
Investment in Unconsolidated 49
Investment in Unconsolidated Entity - Summary of Condensed Financial Information Related to Unconsolidated Entity (Detail) - Limagrain Cereal Seeds LLC [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Assets: | ||
Current assets | $ 2,963 | |
Non-current assets | 9,776 | |
Total assets | 12,739 | |
Liabilities and equity: | ||
Current liabilities | 26,992 | |
Total liabilities and equity | 12,739 | |
Revenue | $ 216 | 3,635 |
Gross profit | 118 | 1,594 |
Loss from continuing operations | (1,422) | (5,268) |
Net loss | $ (1,539) | (5,413) |
Arcadia Biosciences, Inc [Member] | ||
Liabilities and equity: | ||
Equity | (4,989) | |
Vilmorin USA [Member] | ||
Liabilities and equity: | ||
Equity | $ (9,264) |
Investment in Unconsolidated 50
Investment in Unconsolidated Entity - Summary of Condensed Financial Information Related to Unconsolidated Entity (Parenthetical ) (Detail) - Limagrain Cereal Seeds LLC [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 0 | $ 0 | $ 0 | |
Share of pretax loss | $ 0 | $ 0 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | 20 Months Ended | ||||
Sep. 30, 2014USD ($)shares | Feb. 29, 2012Soybean_Grower | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Aug. 31, 2014USD ($) | |
Variable Interest Entity [Line Items] | |||||||
Variable interest entity agreement, terms | Both the Company and Bioceres incur expenses in support of specific activities agreed, as defined by joint work plans, which apply fair market value to each partner’s activities. Unequal contributions of services are equalized by the partners through cash payments. Verdeca is not the primary obligor for these activities performed by the Company or Bioceres. An agreement executed in conjunction with the formation of Verdeca specified that if Bioceres determines it requires cash to fund its contributed services (subject to certain annual limits), Bioceres, S.A. may elect to sell shares of its common stock to the Company for an amount not exceeding $5.0 million in the aggregate over a four-year period. | ||||||
Funding period of cash required for contributed services | 4 years | ||||||
Aggregate value of common stock purchased | $ 2,000,000 | ||||||
Number of shares surrendered | shares | 1,832 | ||||||
Research agreement settled | $ 205,000 | ||||||
Number of share remaining | shares | 632 | ||||||
Fair value of share held | $ 500,000 | ||||||
Cost method investment | $ 0 | ||||||
Direct and allocated overhead amount | $ 912,000 | $ 416,000 | |||||
Research And Development Expense [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
VIE agreement amendment expense | $ 1,500,000 | ||||||
Amended Purchase Commitment Of Common Stock [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Commitment to purchase stock in 2014 | $ 500,000 | ||||||
Maximum [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Commitment to purchase stock | 5,000,000 | ||||||
Maximum [Member] | Purchase Commitment of Common Stock [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Commitment to purchase stock in 2014 | 2,000,000 | ||||||
Commitment to purchase stock in 2015 | $ 1,200,000 | ||||||
Bioceres, S.A. [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Number of soybean growers owned | Soybean_Grower | 300 |
Accounts Payable and Accrued 52
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accounts payable—trade | $ 366 | $ 222 |
Payroll and benefits | 805 | 1,331 |
Research and development | 899 | 182 |
Royalty fees due to unrelated parties | 177 | 170 |
Accrued interest on notes payable | 0 | 98 |
Consulting | 32 | 29 |
Rent and utilities | 51 | 85 |
Legal | 83 | 45 |
Accrued withholding taxes | 24 | 0 |
Other | 59 | 197 |
Total accounts payable and accrued expenses | $ 2,496 | $ 2,359 |
Accounts Payable and Accrued 53
Accounts Payable and Accrued Expenses - Exit or Disposal Activities - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)Position | |
Payables And Accruals [Line Items] | ||
Number of positions eliminated | Position | 23 | |
Other restructuring costs | $ 0 | $ 0 |
One-Time Employee Termination Benefits [Member] | ||
Payables And Accruals [Line Items] | ||
Severance cost accrued under payroll and benefits | 389,000 | |
One-Time Employee Termination Benefits [Member] | Selling, General, and Administrative Expense [Member] | ||
Payables And Accruals [Line Items] | ||
Severance costs | 192,000 | |
Executive Employment Contract [Member] | Selling, General, and Administrative Expense [Member] | ||
Payables And Accruals [Line Items] | ||
Severance costs | $ 224,000 |
Collaborative Arrangements - Ad
Collaborative Arrangements - Additional Information (Detail) | 1 Months Ended |
Aug. 31, 2017 | |
Collaborative Arrangements [Member] | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Contractual agreement month and year | 2017-08 |
Long-Term Debt and Other Fina55
Long-Term Debt and Other Financing Arrangements - Additional Information (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Long term debt | $ 0 | $ 25,127,000 |
Long-Term Debt and Other Fina56
Long-Term Debt and Other Financing Arrangements - Summary of Long-Term Debt (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Notes payable | $ 25,127,000 | |
Total | $ 0 | 25,127,000 |
Less current portion | 0 | |
Long-term portion | $ 25,127,000 |
Long-Term Debt and Other Fina57
Long-Term Debt and Other Financing Arrangements - Term Loan - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ (900,000) | |||
Repayment of accrued interest and prepayment fee | 747,000 | $ 1,319,000 | ||
Interest expense related to debt discount | 98,000 | 198,000 | ||
Senior Secured Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 25,000,000 | |||
Debt instrument end-of-term fee | $ 625,000 | |||
Debt instrument prepayment fee | $ 500,000 | |||
Loss on extinguishment of debt | (1,100,000) | |||
Deferred loan issuance fees | 41,000 | |||
Partially offset end of term fee previously amortized | 267,000 | |||
Partially offset end of term fee previously amortized netting | 900,000 | |||
Repayment of accrued interest and prepayment fee | 747,000 | 1,300,000 | ||
Interest expense related to debt discount | $ 98,000 | $ 198,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | May 20, 2015shares | May 14, 2015 | Dec. 31, 2017USD ($)IncentivePlan$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of equity incentive plans | IncentivePlan | 2 | ||||
Total number of options outstanding | 288,129 | 228,939 | 171,375 | ||
Intrinsic value of options exercised | $ | $ 0 | $ 0 | |||
Options exercised | 0 | 11,407 | |||
Options expired in period | 0 | 0 | |||
Total fair value of shares vested | $ | $ 449,000 | $ 283,000 | |||
Unrecognized compensation cost related to unvested stock-based compensation grants | $ | $ 1,100,000 | ||||
Weighted-average remaining recognition period | 2 years 8 months 26 days | ||||
Weighted-average estimated grant-date fair value of stock options granted | $ / shares | $ 9.20 | $ 22.60 | |||
Stock-based compensation | $ | $ 1,474,000 | $ 1,059,000 | |||
2015 Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total number of shares reserved for issuance under plan | 69,270 | ||||
Stock-based compensation | $ | $ 13,000 | $ 80,000 | |||
Percentage in payroll deductions to acquire shares of common stock | 15.00% | ||||
Purchase plan offering period | 6 months | ||||
Employees are able to purchase company's common stock on first trading day of offering period, percentage | 85.00% | ||||
Issuance of common stock pursuant to employee stock purchase plan | 5,731 | ||||
First offering period, start date | May 14, 2015 | ||||
First offering period, end date | Feb. 1, 2016 | ||||
2015 Omnibus Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Terms under the plan | The 2015 Plan became effective upon the Company’s IPO in May 2015 and all shares that were reserved, but not issued, under the 2006 Plan were assumed by the 2015 Plan. Upon effectiveness, the 2015 Plan had 154,387 shares of common stock reserved for future issuance, which included 10,637 that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant. In addition, shares subject to awards under the 2006 Plan that are forfeited or canceled will be added to the 2015 Plan. | ||||
Total number of shares reserved for issuance under plan | 154,387 | 395,808 | |||
Options vesting period | 4 years | ||||
Common stock available for future grant | 224,647 | ||||
Total number of options outstanding | 171,181 | ||||
2015 Omnibus Equity Incentive Plan [Member] | Share-based Compensation Award, Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options vesting percentage at end of one year | 25.00% | ||||
2006 Stock Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total number of shares reserved for issuance under plan | 10,637 | ||||
Total number of options outstanding | 116,949 | ||||
Maximum [Member] | 2015 Omnibus Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options exercisable period | 10 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity Under Stock Incentive Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Shares Subject to Outstanding, Beginning Balance | 228,939 | 171,375 | |
Shares Subject to Outstanding, Options granted | 111,336 | 89,970 | |
Shares Subject to Outstanding, Options exercised | 0 | (11,407) | |
Shares Subject to Outstanding, Options cancelled and forfeited | (52,146) | (20,999) | |
Shares Subject to Outstanding, Ending Balance | 288,129 | 228,939 | |
Shares Subject to Outstanding, Vested and expected to vest | 282,394 | ||
Shares Subject to Outstanding, Exercisable | 144,743 | ||
Weighted-Average Exercise Price Per Share, Outstanding Beginning Balance | $ 87.60 | $ 75.20 | |
Weighted-Average Exercise Price Per Share, Options granted | 13.47 | 103.50 | |
Weighted-Average Exercise Price Per Share, Options exercised | 23.63 | ||
Weighted-Average Exercise Price Per Share, Options cancelled and forfeited | 61.60 | 89.84 | |
Weighted Average Exercise Price Per Share, Outstanding Ending Balance | 63.62 | $ 87.60 | |
Weighted Average Exercise Price Per Share, Vested and expected to vest | 63.95 | ||
Weighted Average Exercise Price Per Share, Exercisable | $ 79.53 | ||
Aggregate Intrinsic Value, Outstanding Balance | $ 3,707 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Fair Value Assumption of Stock Option Awards (Detail) - Employee Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 1 month 13 days | 6 years 21 days |
Expected volatility | 79.00% | 92.00% |
Risk-free interest rate | 1.90% | 1.76% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Dec. 31, 2010USD ($)Program | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 15, 2005USD ($) |
Commitments And Contingencies [Line Items] | ||||
Operating leases rent expense | $ 1,200,000 | $ 1,300,000 | ||
Other noncurrent liability | 3,000,000 | 3,000,000 | ||
Royalties due to both related and unrelated parties on license revenue accrued | 206,000 | 201,000 | ||
Milestones payments yet to be achieved | 2,000,000 | 2,000,000 | ||
Milestones payment | $ 0 | $ 0 | ||
Anawah, Inc [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Contingent liability | $ 3,000,000 | $ 5,000,000 | ||
Date of merger and reorganization | Jun. 15, 2005 | |||
Restructuring activities, description | As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs | |||
Number of development programs ceased | Program | 3 | |||
Number of development programs | Program | 6 | |||
Other noncurrent liability | $ 3,000,000 | |||
Minimum [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Operating leases, term of contract | 3 years | |||
Royalty payments due, percentage of net revenue as defined in the In-Licensing agreements | 2.00% | |||
Maximum [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Operating leases, term of contract | 5 years | |||
Royalty payments due, percentage of net revenue as defined in the In-Licensing agreements | 15.00% |
Commitments and Contingencies62
Commitments and Contingencies - Future Minimum Payments Under Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2,018 | $ 422 |
2,019 | 77 |
2,020 | 72 |
Total future minimum payments under non- cancelable operating leases | $ 571 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (15,681) | $ (19,599) |
Foreign | 0 | 0 |
Net loss before income taxes | $ (15,681) | $ (19,599) |
Income Taxes - Components of th
Income Taxes - Components of the Provision for Income Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 2,000 | 1,000 |
Foreign | 24,000 | 24,000 |
Total current tax expense | 26,000 | 25,000 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred tax benefit | 0 | 0 |
Total tax expense | $ 26,000 | $ 25,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to the Company's Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax provision at the federal statutory rate | 34.00% | 34.00% |
State taxes, net of federal benefit | 2.60% | 4.70% |
Change in valuation allowance | 91.40% | (37.80%) |
Nondeductible expenses | 0.10% | (0.90%) |
Impact of change in federal tax rate | (124.60%) | 0.00% |
Withholding taxes | (0.20%) | (0.10%) |
Other | (3.50%) | 0.00% |
Income tax provision | (0.20%) | (0.10%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Income Tax [Line Items] | |||
Total income tax expense | $ 26,000 | $ 25,000 | |
Net valuation allowance increased (decrease) | $ (14,300,000) | $ 8,500,000 | |
Corporate tax rate | 34.00% | 34.00% | |
Operating loss carryforwards limitations on use | it has not forfeited the right to carryforward tax losses up to 20 years | ||
Tax years open back to extent of NOLs being carried forward | 2,000 | ||
Uncertain Tax Position | $ 0 | ||
Federal [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Aggregate amount of net operating loss | 152,900,000 | ||
Operating loss carryforward generated | 152,900,000 | ||
Operating loss carryforward unutilized | 7,200,000 | ||
State [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Aggregate amount of net operating loss | $ 105,300,000 | ||
Maximum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Corporate tax rate | 35.00% | ||
Right to carryforward tax losses, period | 20 years | ||
Tax year subject to examination by the tax authorities | 2,017 | ||
Minimum [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Tax year subject to examination by the tax authorities | 2,000 | ||
Scenario Plan [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Corporate tax rate | 21.00% |
Income Taxes - Summary of Compa
Income Taxes - Summary of Company's Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 37,498 | $ 49,593 |
Unearned revenue | 783 | 1,501 |
Stock-based compensation | 2,273 | 2,861 |
Accrued payroll and benefits | 51 | 215 |
Research and development credits | 171 | 143 |
Capital loss carryover | 0 | 13 |
Fixed asset basis difference | 128 | 191 |
Inventory reserve | 396 | 1,110 |
Charitable contributions | 3 | 5 |
Total deferred tax assets | 41,303 | 55,632 |
Less valuation allowance | (41,303) | (55,632) |
Net deferred tax assets | $ 0 | $ 0 |
Retirement Benefits - Additiona
Retirement Benefits - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | ||
Employer matching contribution, percent | 50.00% | |
Maximum annual contribution per employee, percent | 3.00% | |
Description of defined contribution pension and other postretirement plans | Employees’ rights to employer contributions vest on the one-year anniversary of their date of employment. | |
Defined benefit plan employee vested minimum period, years | 1 year | |
Amount accrued for company's approved discretionary match | $ 0 | $ 0 |
Segment and Geographic Informat
Segment and Geographic Information - Summary of Revenues Based on Location of Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | $ 4,026 | $ 3,188 | |
United States | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | 1,588 | 2,715 | |
India | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | [1] | 1,064 | (100) |
Africa | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | 315 | 353 | |
France | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | 220 | 18 | |
Canada | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | 181 | $ 202 | |
China | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | 586 | ||
Belgium | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | $ 72 | ||
[1] | The negative amount is due to the change in estimated commercialization dates in 2016, which impacted the timing of revenue recognition. |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Securities Not Included in Diluted Per Share Calculations (Detail) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 354,974 | 295,784 |
Option to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 288,129 | 228,939 |
Warrants to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 66,845 | 66,845 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Royalty fees due | $ 29 | $ 30 |
Blue Horse Labs Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Royalty fees due | $ 29 | $ 30 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Mar. 19, 2018 | Feb. 06, 2018 | Feb. 14, 2017 |
Subsequent Event [Line Items] | |||
Minimum bid price common stock failed to maintain | $ 1 | ||
Duration of consecutive business days common stock failed to maintain minimum bid price or greater | 30 days | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Duration of consecutive business days common stock maintained minimum bid price or greater | 10 days | ||
Subsequent Event [Member] | Private Placement Of Common Stock And Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Common stock and warrants to be sold | $ 10 | ||
Subsequent Event [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Closing bid price of common stock | $ 1 |