| Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
| Sep. 30, 2018 |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q S-X.
This interim information should be read in conjunction with the
audited financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K |
| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. On an ongoing basis, the
Company evaluates its estimates, including those related to
stock-based compensation and the valuation allowance for deferred
tax assets and derivatives. The Company bases its estimates on
historical experience and on various other market-specific and
relevant assumptions that it believes to be reasonable under the
circumstances. Actual results could differ from those
estimates. |
| Cash and Cash Equivalents | Cash and Cash Equivalents
Cash and cash equivalents consist of cash and term deposits with
original maturities of three months or less. The carrying value of
these instruments approximate fair value. The balances, at times,
may exceed federally insured limits. The Company has not
experienced any losses on its cash and cash equivalents. |
| Restricted Cash | Restricted Cash
Restricted cash consists of a deposit to secure a one-year |
| Trade Accounts Receivable | Trade Accounts Receivable
Accounts receivable are unsecured, are recorded at net realizable
value, and do not bear interest. The Company makes judgments as to
its ability to collect outstanding receivables based upon patterns
of collectability, historical experience, and management’s
evaluation of specific accounts and will provide an allowance for
credit losses when collection becomes doubtful. The Company
performs credit evaluations of its customers’ financial
condition on an as-needed
The Company had no trade accounts receivables as of
September 30, 2018 or December 31, 2017. |
| Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets
Other current assets represent prepayments, research and
development (R&D) tax credits, deferred costs, purchased seed
contracts and deposits made by the Company. |
| Property and Equipment | Property and Equipment
Property and equipment is stated at cost less accumulated
depreciation. Depreciation is computed based upon the estimated
useful lives of the respective assets. Leasehold improvements are
amortized using the straight-line method over the shorter of the
lease term or the estimated useful life of the assets. Repairs and
maintenance costs are expensed as incurred. The cost and
accumulated depreciation of property and equipment retired, or
otherwise disposed of, are removed from the related accounts, and
any residual values are charged to expense. Depreciation expense
has been calculated using the following estimated useful lives:
Buildings and other improvements 10–20 years
Leasehold improvements Remaining lease period
Office furniture and equipment 5–7 years
Computer equipment and software 3–5 years |
| Leases | Leases
Leases are classified as either finance or operating leases, with
such classification affecting the pattern of expense recognition in
the income statement. In September 2017, the Company entered into a
financing lease with respect to the Company’s new corporate
headquarters. Refer to Note 10 for more detail. |
| Long-Lived Assets | Long-Lived Assets
Management reviews its long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset or asset group may not be recoverable. If the
impairment tests indicate that the carrying value of the asset, or
asset group is greater than the expected undiscounted cash flows to
be generated by such asset or asset group, further analysis is
performed to determine the fair value of the asset or asset group.
To the extent the fair value of the asset or asset group is less
than its carrying value, an impairment loss is recognized equal to
the amount the carrying value exceeds the fair value of the asset
or asset group. Assets to be disposed of are carried at the lower
of their carrying value or fair value less costs to sell.
There have been no impairment losses recognized for the three and
nine months ended September 30, 2018 or September 30,
2017. |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments
Pursuant to the requirements of Financial Accounting Standards
Board (FASB) Accounting Standards Codification (ASC) Topic
820, Fair Value Measurement
Level 1
Level 2 over-the-counter
Level 3
The Company has derivative instruments that are classified as
Level 2. The Company does not have any financial instruments
classified as Level 3, and there were no movements between
these categories during the nine months ended September 30,
2018 or September 30, 2017.
Fair Value Measurements at September 30, 2018
(in thousands)
Level 1 Level 2 Level 3 Net Balance
Asset at Fair Value:
Forward purchase contracts
— $
—
— $
—
Total Assets at Fair Value
— $
—
— $
—
Liabilities at Fair Value
Forward purchase contracts
— $ 413
— $ 413
Total Liabilities at Fair Value
— $ 413
— $ 413
Fair Value Measurements at December 31, 2017
(in thousands)
Level 1 Level 2 Level 3 Net Balance
Asset at Fair Value:
Forward purchase contracts
— $ 3
— $ 3
Total Assets at Fair Value
— $ 3
— $ 3
Liabilities at Fair Value
Forward purchase contracts
— $ 4
— $ 4
Total Liabilities at Fair Value
— $ 4
— $ 4 |
| Forward Purchase Contracts and Derivatives | Forward Purchase Contracts and Derivatives
The Company enters into supply agreements for grain and seed
production with settlement values based on commodity market futures
pricing. The Company accounts for these derivative financial
instruments utilizing the authoritative guidance in ASC Topic
815, Derivatives and Hedging
Unrealized gains and losses on all derivative contracts are
recorded in other current assets or other current liabilities on
the balance sheet at fair value.
The table below summarizes the carrying value of derivative
instruments as of September 30, 2018 and December 31,
2017.
Asset Derivatives Liability Derivatives
Derivatives not
designated as hedging
instruments under
ASC Topic 815 Balance Fair Value Balance Fair Value
September 30, December 31, September 30, December 31,
(in thousands) (in thousands)
Forward purchase contracts
Prepaid expenses and $
— $ 3
Accrued Liabilities—current $ 413 $ 4
Total derivatives $
— $ 3 $ 413 $ 4
As of September 30, 2018, and December 31, 2017, the
Company had asset derivatives of $0 thousand and
$3 thousand, respectively, and liability derivatives related
to forward purchase contracts of $413 thousand and
$4 thousand, respectively. The number of farmers and bushels
increased in 2018 compared to 2017. In addition, any decrease in
the futures price of soybean would lead to an increase in the
liability balance period-over-period. Increases or decreases of the
grain futures price will impact these balances and could lead to
significant changes in the balances. |
| Patents | Patents
The Company expenses patent costs, including related legal costs,
as incurred. Costs to write, maintain, in-license, |
| Revenue Recognition | Revenue Recognition
The Company enters into R&D agreements that may consist of
nonrefundable up-front
For agreements that contain multiple elements, each element within
a multiple-element arrangement is accounted for as a separate unit
of accounting provided the following criteria are met: the
delivered products or services have value to the customer on a
standalone basis and, for an arrangement that includes a general
right of return relative to the delivered products or services,
delivery, or performance of the undelivered product or service is
considered probable and is substantially controlled by the Company.
The Company considers a deliverable to have standalone value if the
product or service is sold separately by the Company or another
vendor or could be resold by the customer. Further, the
Company’s revenue arrangements do not include a general right
of return relative to the delivered products.
Nonrefundable up-front
Milestone payments represent amounts received from the
Company’s R&D partners, the receipt of which is dependent
upon the achievement of certain scientific, regulatory, or
commercial milestones. The Company recognizes milestone payments
when the triggering event has occurred, there are no further
contingencies or services to be provided with respect to that
event, and the counterparty has no right to refund of the payment.
The triggering event may be scientific results achieved by the
Company or another party to the arrangement, regulatory approvals,
or the marketing of products developed under the arrangement.
Royalty revenue arises from the Company’s contractual
entitlement to receive a percentage of product sales revenues
achieved by counterparties. Royalty revenue is recognized on an
accrual basis in accordance with the terms of the agreement when
sales can be determined reliably and there is reasonable assurance
that the receivables from outstanding royalties will be
collected.
License revenue from licenses that were granted to third parties is
recognized ratably over the period of the license agreements.
Revenue from R&D services is recognized over the period the
R&D services are performed. No new revenue arrangements were
entered into during the nine months ended September 30,
2018. |
| Cost of Revenue | Cost of Revenue
Cost of revenue relates to the performance of services or contract
research and consists of direct external expenses relating to
projects and internal costs, including overhead allocated on a
full-time equivalent basis. Cost of revenue was $0 for each of the
three and nine months ended September 30, 2018 and 2017. |
| Research and Development | Research and Development
R&D expenses represent costs incurred for the development of
various products using licensed gene editing technology, including
expenses allocated to Calyxt by Cellectis. R&D expenses consist
primarily of salaries, stock compensation and related costs of the
Company’s scientists, in-licensing
The Company in-licenses up-front |
| Stock Based Compensation | Stock-Based Compensation
The Company measures employee and nonemployee stock-based awards at
grant-date fair value and records compensation expense using the
accelerated attribution method over the vesting period of the
award. Stock-based awards issued to nonemployees are remeasured
until the award vests. The Company uses the Black-Scholes option
pricing model to value its stock option awards. Estimating the fair
value of stock option awards requires management to apply judgment
and make estimates, including the volatility of the Company’s
common stock, the expected term of the Company’s stock
options and the expected dividend. The Company accounts for
forfeitures as they occur, rather than estimating expected
forfeitures.
The expected term of stock options is estimated using the
simplified method, or lattice method when appropriate, for employee
options as the Company does not have sufficient historical
information to develop reasonable expectations about future
exercise patterns and post-vesting employment termination behavior
for its stock option grants. The simplified method is based on the
average of the vesting tranches and the contractual life of each
grant. For options granted to nonemployees, the Company uses the
remaining contractual life. For stock price volatility, the Company
uses comparable public companies as a basis for its expected
volatility to calculate the fair value of option grants. The
Company assumes no dividend yield because dividends are not
expected to be paid to stockholders in the near future, which is
consistent with the Company’s history of not paying dividends
to stockholders. The risk-free interest rate is based on U.S.
Treasury notes with a term approximating the expected life of the
option. |
| Interest Expense and Income | Interest Expense and Income
The Company nets interest expense incurred from the financing lease
obligation and interest income earned from the interest on the cash
balances within the condensed statement of operations. The
following table summarizes the activity for the three and nine
months ended September 30, 2018 and 2017:
Three Months Nine Months
2018 2017 2018 2017
Interest expense $ 349 $ 3 $ 901 $ 46
Interest income (578 ) (93 ) (989 ) (93 )
Interest income, net $ (229 ) $ (90 ) $ (88 ) $ (47 ) |
| Foreign Currency Transactions | Foreign Currency Transactions
Transactions in foreign currencies are remeasured into the
Company’s functional currency, U.S. dollars, at the exchange
rates effective at the transaction dates. Assets and liabilities
denominated in foreign currencies at the reporting date are
remeasured into the functional currency using the exchange rate
effective at that date. |
| Income Taxes | Income Taxes
Current income taxes are recorded based on statutory obligations
for the current operating period for the jurisdictions in which the
Company has operations.
Deferred taxes are provided on an asset and liability method,
whereby deferred tax assets are recognized for deductible temporary
differences and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their
tax basis. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of
enactment.
The tax effects from an uncertain tax position can be recognized in
the financial statements only if the position is more likely than
not to be sustained on audit, based on the technical merits of the
position. Calyxt recognizes the financial statement benefit of a
tax position only after determining that the relevant tax authority
would more likely than not sustain the position following an audit.
For tax positions meeting the more likely than-not |
| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements
As an emerging growth company, the Company has elected to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to
Section 13(a) of the Securities Exchange Act.
In May 2014, the FASB issued Accounting Standards Update (ASU)
2014-09, Revenue from
Contracts with Customers, Revenue from Contracts with Customers, Revenue
Recognition. 2014-09 2016-08, Revenue from Contracts with Customers: Principal versus Agent
Considerations (Reporting Revenue Gross versus Net) 2016-10, Revenue from
Contracts with Customers: Identifying Performance Obligations and
Licensing; 2016-12, Revenue from Contracts
with Customers: Narrow-Scope Improvements and Practical
Expedients, not-for-profit
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). not-for-profit 2016-02 2016-02
In May 2017, the FASB issued ASU 2017-09, Compensation Stock Compensation (Topic 718):
Scope of Modification Accounting
In June 2018, the FASB issued ASU 2018-07, Compensation—Stock
Compensation (Topic 718): Improvements to Nonemployee Share-Based
Payment Accounting certain not-for-profit entities, ASU 2018-07 is
In November 2016, the FASB issued ASU 2016-15, Statement of Cash Flow
(Topic 230): Restricted Cash beginning-of-period end-of-period 2016-18 |
