Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CLXT | |
Entity Registrant Name | CALYXT, INC. | |
Entity Central Index Key | 0001705843 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 32,702,339 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 84,231 | $ 93,794 |
Restricted cash | 381 | 381 |
Trade accounts receivable | 124 | |
Due from related parties | 130 | 46 |
Inventory | 379 | |
Prepaid expenses and other current assets | 1,778 | 1,301 |
Total current assets | 87,023 | 95,522 |
Non-current restricted cash | 1,120 | 1,113 |
Land, buildings, and equipment | 21,854 | 21,850 |
Other non-current assets | 674 | 306 |
Total assets | 110,671 | 118,791 |
Current liabilities: | ||
Accounts payable | 724 | 818 |
Accrued expenses | 1,610 | 2,007 |
Accrued compensation and benefits | 887 | 1,305 |
Due to related parties | 875 | 1,905 |
Current portion of financing lease obligations | 264 | 258 |
Other current liabilities | 290 | 711 |
Total current liabilities | 4,650 | 7,004 |
Financing lease obligations | 18,162 | 18,227 |
Other non-current liabilities | 156 | 163 |
Total liabilities | 22,968 | 25,394 |
Stockholders' equity: | ||
Common stock, $0.0001 par value; 275,000,000 shares authorized; 32,707,725 shares issued and 32,692,189 shares outstanding as of March 31, 2019, and 32,664,429 shares issued and 32,648,893 shares outstanding as of December 31, 2018 | 3 | 3 |
Additional paid-in capital | 177,750 | 176,069 |
Common stock in treasury, at cost; 15,536 shares | (230) | (230) |
Accumulated deficit | (89,820) | (82,445) |
Total stockholders' equity | 87,703 | 93,397 |
Total liabilities and stockholders' equity | $ 110,671 | $ 118,791 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Common stock, shares issued | 32,707,725 | 32,664,429 |
Common stock, shares outstanding | 32,692,189 | 32,648,893 |
Treasury stock, shares | 15,536 | 15,536 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 157 | $ 11 |
Operating expenses: | ||
Cost of revenue | 34 | |
Research and development | 2,044 | 1,048 |
Selling, general and administrative | 5,241 | 2,676 |
Management fees and royalties | 361 | 583 |
Total operating expenses | 7,680 | 4,307 |
Loss from operations | (7,523) | (4,296) |
Interest, net | 172 | (68) |
Foreign currency transaction loss | (24) | (6) |
Loss before income taxes | (7,375) | (4,370) |
Income taxes | 0 | 0 |
Net loss | $ (7,375) | $ (4,370) |
Basic and diluted loss per share | $ (0.23) | $ (0.16) |
Weighted average shares outstanding - basic and diluted | 32,677,944 | 27,851,162 |
STATEMENTS OF STOCKHOLDER'S EQU
STATEMENTS OF STOCKHOLDER'S EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Shares in Treasury [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2017 | $ 57,476 | $ 3 | $ 112,021 | $ (54,548) | |
Beginning balance, shares at Dec. 31, 2017 | 27,718,780 | ||||
Issuance of common stock | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Issuance of common stock, shares | 0 | 0 | 0 | 0 | 0 |
Shares purchased | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Shares purchased, shares | 0 | 0 | 0 | 0 | 0 |
Stock options exercised | $ 714 | $ 714 | |||
Stock options exercised, shares | 236,001 | ||||
Expense for all awards vesting in period, net of forfeitures and modifications | 40 | 40 | |||
Net loss | (4,370) | $ (4,370) | |||
Ending balance at Mar. 31, 2018 | 53,860 | $ 3 | 112,775 | (58,918) | |
Ending balance, shares at Mar. 31, 2018 | 27,954,781 | ||||
Beginning balance at Dec. 31, 2018 | 93,397 | $ 3 | 176,069 | $ (230) | (82,445) |
Beginning balance, shares at Dec. 31, 2018 | 32,648,893 | ||||
Issuance of common stock | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Issuance of common stock, shares | 0 | 0 | 0 | 0 | 0 |
Shares purchased | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Shares purchased, shares | 0 | 0 | 0 | 0 | 0 |
Stock options exercised | $ 125 | $ 125 | |||
Stock options exercised, shares | 34,402 | 43,296 | |||
Expense for all awards vesting in period, net of forfeitures and modifications | $ 1,556 | 1,556 | |||
Net loss | (7,375) | $ (7,375) | |||
Ending balance at Mar. 31, 2019 | $ 87,703 | $ 3 | $ 177,750 | $ (230) | $ (89,820) |
Ending balance, shares at Mar. 31, 2019 | 32,692,189 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities | ||
Net loss | $ (7,375) | $ (4,370) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 342 | 156 |
Stock-based compensation | 1,556 | 40 |
Unrealized foreign exchange gain | 8 | |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (124) | |
Due to/from related parties | (1,114) | (496) |
Inventory | (379) | |
Prepaid expenses and other assets | (624) | (880) |
Accounts payable | (94) | (310) |
Accrued expenses | (397) | 182 |
Accrued compensation and benefits | (418) | (456) |
Other accrued liabilities | (708) | (439) |
Net cash used by operating activities | (9,335) | (6,565) |
Investing activities | ||
Purchases of land, buildings and equipment | (346) | (41) |
Net cash used by investing activities | (346) | (41) |
Financing activities | ||
Deferred offering costs | (69) | |
Proceeds from the exercise of stock options | 125 | 714 |
Net cash provided by financing activities | 125 | 645 |
Net decrease in cash, cash equivalents and restricted cash | (9,556) | (5,961) |
Cash, cash equivalents and restricted cash - beginning of period | 95,288 | 56,664 |
Cash, cash equivalents and restricted cash - end of period | $ 85,732 | $ 50,703 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION Our unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In our opinion, the accompanying financial statements reflect all adjustments necessary for a fair presentation of our statements of financial position, results of operations and cash flows for the periods presented. Except as otherwise disclosed herein, these adjustments consist of normal recurring items. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The preparation of the financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. For further information, refer to the audited financial statements and notes thereto included in our Annual Report filed with the Securities and Exchange Commission (SEC) on March 12, 2019. The accompanying Balance Sheet as of December 31, 2018 was derived from the audited financial statements but it does not include all disclosures required by U.S. GAAP for a full set of financial statements. This Form 10-Q should be read in conjunction with the Company’s financial statements and notes included in the Annual Report on Form 10-K filed on March 12, 2019, as referenced above. We are only highlighting in this Form 10-Q the material changes from our disclosures in our Annual Report. Inventory Inventories are recorded at the lower of cost or net realizable value and include all costs of seed production and grain we purchase as well as costs to transport and process the grain into finished products. Consideration we receive from our growers to purchase seed is reduction in the cost of inventory. We evaluate inventory balances for obsolescence quarterly using projected selling prices for our products, market prices for the underlying agricultural markets, the age of products, and other factors considering our limited operating history. Effective January 1, 2019, we designated all seed and grain production agreements as normal purchases and as a result no longer consider these agreements to be accounting derivatives. As a result, we no longer reflect these agreements at fair value. As of that date, any mark-to-market gains or losses were frozen on our balance sheet and will be reflected in inventory upon delivery as part of the cost of the associated grain. Prior to the commercialization of our High Oleic Soybean Products in late February 2019, we expensed all costs associated with the production of seed and acquisition of grain, net of proceeds from seed sales, as research and development (R&D) expense. Revenue Recognition We recognize sales revenue at the point in time control transfers to the customer, which is based on shipping terms. Sales include shipping and handling charges if billed to the customer and are reported net of trade promotion and other costs, including estimated allowances for returns, unsalable product, and prompt pay discounts. Sales, use, value-added and other excise taxes are not recognized in revenue. Trade promotions are recorded based on estimated participation and performance levels for offered programs at the time of sale. We generally do not allow a right of return. However, on a limited case-by-case basis with prior approval, we may allow customers to return product. We also recognize revenue from R&D agreements and license agreements. Revenues from R&D agreements may consist of nonrefundable up-front payments, milestone payments, royalties, and services. In addition, we may license our technology to third parties, which may or may not be part of an R&D agreement. Nonrefundable up-front payments are deferred and recognized as revenue over the term of the R&D agreement. If an R&D agreement is terminated before the original term of the agreement is fulfilled, all remaining deferred revenue is recognized at termination. Milestone payments represent amounts received from our R&D partners, the receipt of which is dependent upon the achievement of certain scientific, regulatory, or commercial milestones. We recognize 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. Stock-Based Compensation We measure employee stock-based awards at grant-date fair value and record compensation expense over the vesting period of the award. Grants to nonemployees were previously remeasured each reporting period. Following the adoption of the new accounting pronouncement as discussed below, as of January 1, 2019, we no longer remeasure these awards as the fair value is determined on the grant date Recently Adopted Accounting Pronouncements In the first quarter of 2019, we adopted new accounting requirements for recognition of revenue from contracts with customers. We adopted these requirements using the cumulative effect approach. The adoption did not have an impact on our financial statements. In the first quarter of 2019, we adopted new accounting requirements for share-based payment transactions for acquiring goods and services from nonemployees. The adoption did not have an impact on our financial statements as each of the share-based payment awards granted to nonemployees had a measurement date upon grant, and thus no cumulative adjustment to retained earnings was required. |
Financial Instruments, Fair Val
Financial Instruments, Fair Value, and Concentrations of Credit Risk | 3 Months Ended |
Mar. 31, 2019 | |
Text Block [Abstract] | |
Financial Instruments, Fair Value, and Concentrations of Credit Risk | 2. FINANCIAL INSTRUMENTS, FAIR VALUE, AND CONCENTRATIONS OF CREDIT RISK The carrying values of cash and cash equivalents, restricted cash, due from related parties, accounts payable, due to related parties, and all other current liabilities approximate fair value. The fair value of our financing lease obligations, including the current portion, are $15.6 million as of March 31, 2019, and $15.8 million as of December 31, 2018. The carrying amounts of our financing lease obligations, including the current portion, were $18.4 million as of March 31, 2019, and $18.5 million as of December 31, 2018. The fair value of our financing lease obligations was determined using discounted cash flow analysis based on market rates for similar types of borrowings. Financing lease obligations are a Level 2 liability in the fair value hierarchy. Fair Value Measurements and Financial Statement Presentation As a result of the designation made on January 1, 2019, as described in Note 1 to these financial statements, our forward purchase contracts are no longer carried at fair value. The fair values of our assets, liabilities, and derivative positions recorded at fair value and their respective levels in the fair value hierarchy as of December 31, 2018, were as follows: December 31, 2018 December 31, 2018 Fair Values of Assets Fair Values of Liabilities In Thousands Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Other items reported at fair value: Forward Purchase Contracts (a) $ - $ 1 $ - $ 1 $ - $ 248 $ - $ 248 Total $ - $ 1 $ - $ 1 $ - $ 248 $ - $ 248 (a) The fair value for forward purchase contracts is estimated based on commodity futures market prices. Commodity Price Risk We enter into purchase agreements for grain with settlement values based on commodity futures market prices. These agreements allow our counterparty to fix their sale prices to us at various times as defined in the contract. We do not currently hedge these floating or fixed rate exposures. Foreign Exchange Risk Foreign currency fluctuations affect our foreign currency cash flows related to payments to our Cellectis and third-party purchases. Our principal foreign currency exposure is to the euro. We do not currently hedge these exposures, and we do not believe that the current level of foreign currency risk is significant to our operations. Concentrations of Credit Risk We invest our cash, cash equivalents, and restricted cash in short-term highly liquid investments and hold deposits at financial institutions that may exceed insured limits. We evaluate the credit worthiness of these institutions in determining the risk associated with these deposits. We have not experienced any losses on these deposits. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 3. RELATED-PARTY TRANSACTIONS We have several agreements that govern our relationship with Cellectis. Pursuant to our management services agreement with Cellectis, we also pay management fees for services they provide, primarily information technology, legal, human resources, finance and accounting, and communications services. We perform Cellectis’ U.S. operations payroll services. We incurred management fee expenses of $0.4 million for the three months ended March 31, 2019, and $0.6 million for the three months ended March 31, 2018. Cellectis also has guaranteed our headquarters lease agreement. Cellectis’ guarantee of our obligations under the sale-leaseback transaction will terminate at the end of the second consecutive calendar year in which our tangible net worth exceeds $300 million. We also license key technology from Cellectis and owe them royalties on any revenue we generate from sales of product as well as a percentage of any sublicense revenues we generate. Any amounts borrowed from Cellectis bear floating-rate interest at a rate of 12-month Euribor plus five percent per annum. TALEN technology was invented by researchers at the University of Minnesota and Iowa State University and exclusively licensed to Cellectis. We obtained from Cellectis an exclusive license for the TALEN technology for commercial use in plants. TALEN technology is the primary gene-editing technology used by us today. We incurred nominal license fees under these agreements in the three-month periods ended March 31, 2019 and 2018. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 4. NET LOSS PER SHARE Basic and diluted loss per share were calculated using the following: All outstanding stock options and restricted stock units are excluded from the calculation since they are anti-dilutive. Three months ended March 31, In Thousands, Except Share Data and Per Share Amounts 2019 2018 Net loss $ (7,375) $ (4,370) Average number of common shares—basic and diluted EPS 32,677,944 27,851,162 Loss per share—basic and diluted $ (0.23) $ (0.16) 2019 2018 Anti-dilutive stock options and restricted stock units 4,385,595 4,917,164 We have not used the treasury method in determining the number of anti-dilutive stock options and restricted stock units in the table above. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 5. STOCK-BASED COMPENSATION We use broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of our shareholders. We have also granted equity-based awards to nonemployees and certain employees of Cellectis. In December 2014, we adopted the Calyxt, Inc. Equity Incentive Plan (the 2014 Plan), which allows for the grant of stock options, and in June 2017, we adopted the 2017 Omnibus Plan (the 2017 Plan). As of March 31, 2019, 896,478 shares were registered and available for grant under effective registration statements, while, 4,159,660 shares were available for grant in the form of stock options, restricted stock, and restricted stock units under the 2017 Plan. Stock-based awards currently outstanding also include some granted under the 2014 Plan, under which no further awards will be granted. Stock Options The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows: Three months ended March 31, 2019 2018 Estimated fair values of stock options granted $ 9.45 $ 10.39 Assumptions: Risk-free interest rate 2.5% 2.5% - 2.7% Expected volatility 78.9% 40.9% - 53.7% Expected term (in years) 6.9 years 6.5 – 9.2 years We estimate the fair value of each option on the grant date or other measurement date if applicable using a Black-Scholes option-pricing model, which requires us to make predictive assumptions regarding future stock price volatility, employee exercise behavior and dividend yield. The risk-free interest rate for periods during the expected term of the options is based on the U.S. Treasury zero-coupon yield curve in effect at the time of grant. We estimate our future stock price volatility using the historical volatility of comparable public companies over the expected term of the option. Our expected term represents the period of time that options granted are expected to be outstanding determined using the simplified method. We have not nor do we expect to pay dividends for the foreseeable future. Option strike prices are set at 100 percent or more of the closing share price on the date of grant, and generally vest over six years following the grant date. Options generally expire 10 years after the date of grant. Information on stock option activity follows: Options Exercisable Weighted- Average Exercise Price Per Share Options Outstanding Weighted- Average Exercise Price Per Share Balance as of December 31, 2018 1,278,038 $ 7.45 3,201,887 $ 10.67 Granted 180,000 13.01 Exercised (34,402 ) 3.63 Forfeited or expired (2,205 ) 13.29 Balance as of March 31, 2019 1,340,631 $ 7.59 3,345,280 $ 10.87 Stock-based compensation expense related to stock option awards was $0.8 million for the three months ended March 31, 2019, and $0.1 million for the three months ended March 31, 2018. The aggregate intrinsic value of options outstanding and exercisable at March 31, 2019, was $23.3 million and the weighted average remaining contractual term was 8.0 years as of that date. Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of options exercised were as follows: Three months ended March 31, In Thousands 2019 2018 Net cash proceeds $ 125 $ 714 Intrinsic value of options exercised $ 353 $ 3,260 Restricted Stock Units Units settled in stock subject to a restricted period may be granted to key employees under the 2017 Plan. Restricted stock units generally vest and become unrestricted over five years after the date of grant. Information on restricted stock unit activity follows: Number of Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Unvested balance at December 31, 2018 1,051,414 $ 10.15 Vested (8,894 ) 14.91 Unvested balance at March 31, 2019 1,042,520 $ 9.64 The total grant-date fair value of restricted stock unit awards that vested was $0.1 million for three months ended March 31, 2019, and zero for three months ended March 31, 2018. As of March 31, 2019, unrecognized compensation expense related to non-vested stock options and restricted stock units was $10.2 million. This expense will be recognized over 51 months on average for stock options and over 45 months on average for restricted stock units, assuming no change in the remeasurement value of grants made to non-employees in this calculation. We treat stock-based compensation awards granted to employees of Cellectis as deemed dividends. We recorded deemed dividends of $0.4 million for the three months ended March 31, 2019, and $0.7 million for the three months ended March 31, 2018. Cellectis Equity Incentive Plan Prior to 2018 Cellectis granted stock options to our employees. Compensation costs related to these grants have been recognized in the statements of operations with a corresponding credit to stockholders’ equity, representing Cellectis’ capital contribution to us. The fair value of each stock option was estimated at the grant date using the Black-Scholes option pricing model. We recognized stock-based compensation expense related to Cellectis’ grants of $0.1 million for the three months ended March 31, 2018. Expenses in 2019 were immaterial. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. INCOME TAXES We provide for a valuation allowance when it is more likely than not that we will not realize a portion of the deferred tax assets. We have established a full valuation allowance for deferred tax assets due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, we have not reflected any benefit of such deferred tax assets in the accompanying financial statements. As of March 31, 2019, there were no material changes to what we disclosed regarding tax uncertainties or penalties as of December 31, 2018. |
Leases, Other Commitments, and
Leases, Other Commitments, and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Leases, Other Commitments, and Contingencies | 7. LEASES, OTHER COMMITMENTS, AND CONTINGENCIES Litigation and Claims We are not currently a party to any material pending legal proceeding. Leases We lease our headquarters facility, office equipment, and other items. Our headquarters lease involved the sale of land and improvements to a third party who then constructed the facility. The lease term is twenty years and we hold four five-year options to extend the lease. Rent expense from all operating leases was $49 thousand for three months ended 2019, and $81 thousand for three months ended 2018. Sale-Leaseback of Equipment In December 2018 we consummated a sale-leaseback transaction with a third party to finance equipment. The lease has a term of four years and we may add up to $1.1 million of future equipment purchases to the financing agreement. We were required to deposit cash into a restricted account in an amount equal to the future rent payments required by the lease. At March 31, 2019, this restricted cash totaled $1.5 million. Other Commitments As of March 31, 2019, we have committed to purchase grain from farmers at dates throughout 2019 and 2020 aggregating $19.7 million using commodity futures market prices, other payments to growers and estimated yields per acre. This amount is not recorded in the financial statements because we have not taken delivery of the grain as of that date. |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Mar. 31, 2019 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | 8. EMPLOYEE BENEFIT PLAN We provide a 401(k) defined contribution plan for all regular full-time employees who have completed three months of service. We match employee contributions up to certain amounts and those matching contributions vest immediately. Our expense was $56 thousand for the three months ended March 31, 2019, and $49 thousand for the three months ended March 31, 2018. |
Supplemental Information
Supplemental Information | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Information | 9. SUPPLEMENTAL INFORMATION Certain statements of operations amounts are as follows: Three months ended March 31, In Thousands 2019 2018 Stock compensation expense: Research and development $ 240 $ (437) Selling, general and administrative 1,316 369 Total $ 1,556 $ (68) Three months ended March 31, In Thousands 2019 2018 Interest expense $ (370) $ (235) Interest income 542 167 Interest, net $ 172 $ (68) Certain statements of cash flows amounts are as follows: As of March 31, In Thousands 2019 2018 Cash, cash equivalents and restricted cash: Cash and cash equivalents $ 84,231 $ 50,703 Restricted cash, current 381 - Non-current restricted cash 1,120 - Total $ 85,732 $ 50,703 As of March 31, In Thousands 2019 2018 Non-cash additions to land, buildings and equipment $ - $ 4,529 Deferred cost in accounts payable and accrued liabilities - $ 417 Total $ - $ 4,946 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 10. Segment Information We operate in a single reportable segment, food ingredients. Our current commercial focus is North America. Our major product categories are High Oleic Soybean Oil and High Oleic Soybean Meal. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Inventory | Inventory Inventories are recorded at the lower of cost or net realizable value and include all costs of seed production and grain we purchase as well as costs to transport and process the grain into finished products. Consideration we receive from our growers to purchase seed is reduction in the cost of inventory. We evaluate inventory balances for obsolescence quarterly using projected selling prices for our products, market prices for the underlying agricultural markets, the age of products, and other factors considering our limited operating history. Effective January 1, 2019, we designated all seed and grain production agreements as normal purchases and as a result no longer consider these agreements to be accounting derivatives. As a result, we no longer reflect these agreements at fair value. As of that date, any mark-to-market gains or losses were frozen on our balance sheet and will be reflected in inventory upon delivery as part of the cost of the associated grain. Prior to the commercialization of our High Oleic Soybean Products in late February 2019, we expensed all costs associated with the production of seed and acquisition of grain, net of proceeds from seed sales, as research and development (R&D) expense. |
Revenue Recognition | Revenue Recognition We recognize sales revenue at the point in time control transfers to the customer, which is based on shipping terms. Sales include shipping and handling charges if billed to the customer and are reported net of trade promotion and other costs, including estimated allowances for returns, unsalable product, and prompt pay discounts. Sales, use, value-added and other excise taxes are not recognized in revenue. Trade promotions are recorded based on estimated participation and performance levels for offered programs at the time of sale. We generally do not allow a right of return. However, on a limited case-by-case basis with prior approval, we may allow customers to return product. We also recognize revenue from R&D agreements and license agreements. Revenues from R&D agreements may consist of nonrefundable up-front payments, milestone payments, royalties, and services. In addition, we may license our technology to third parties, which may or may not be part of an R&D agreement. Nonrefundable up-front payments are deferred and recognized as revenue over the term of the R&D agreement. If an R&D agreement is terminated before the original term of the agreement is fulfilled, all remaining deferred revenue is recognized at termination. Milestone payments represent amounts received from our R&D partners, the receipt of which is dependent upon the achievement of certain scientific, regulatory, or commercial milestones. We recognize 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. |
Stock Based Compensation | Stock-Based Compensation We measure employee stock-based awards at grant-date fair value and record compensation expense over the vesting period of the award. Grants to nonemployees were previously remeasured each reporting period. Following the adoption of the new accounting pronouncement as discussed below, as of January 1, 2019, we no longer remeasure these awards as the fair value is determined on the grant date |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In the first quarter of 2019, we adopted new accounting requirements for recognition of revenue from contracts with customers. We adopted these requirements using the cumulative effect approach. The adoption did not have an impact on our financial statements. In the first quarter of 2019, we adopted new accounting requirements for share-based payment transactions for acquiring goods and services from nonemployees. The adoption did not have an impact on our financial statements as each of the share-based payment awards granted to nonemployees had a measurement date upon grant, and thus no cumulative adjustment to retained earnings was required. |
Financial Instruments, Fair V_2
Financial Instruments, Fair Value, and Concentrations of Credit Risk (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Text Block [Abstract] | |
Summary of Fair Value Measurements and Financial Statement Presentation | The fair values of our assets, liabilities, and derivative positions recorded at fair value and their respective levels in the fair value hierarchy as of December 31, 2018, were as follows: December 31, 2018 December 31, 2018 Fair Values of Assets Fair Values of Liabilities In Thousands Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Other items reported at fair value: Forward Purchase Contracts (a) $ - $ 1 $ - $ 1 $ - $ 248 $ - $ 248 Total $ - $ 1 $ - $ 1 $ - $ 248 $ - $ 248 (a) The fair value for forward purchase contracts is estimated based on commodity futures market prices. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted loss per share were calculated using the following: All outstanding stock options and restricted stock units are excluded from the calculation since they are anti-dilutive. Three months ended March 31, In Thousands, Except Share Data and Per Share Amounts 2019 2018 Net loss $ (7,375) $ (4,370) Average number of common shares—basic and diluted EPS 32,677,944 27,851,162 Loss per share—basic and diluted $ (0.23) $ (0.16) 2019 2018 Anti-dilutive stock options and restricted stock units 4,385,595 4,917,164 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model | The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows: Three months ended March 31, 2019 2018 Estimated fair values of stock options granted $ 9.45 $ 10.39 Assumptions: Risk-free interest rate 2.5% 2.5% - 2.7% Expected volatility 78.9% 40.9% - 53.7% Expected term (in years) 6.9 years 6.5 – 9.2 years |
Summary of Stock Option Activity | Information on stock option activity follows: Options Exercisable Weighted- Average Exercise Price Per Share Options Outstanding Weighted- Average Exercise Price Per Share Balance as of December 31, 2018 1,278,038 $ 7.45 3,201,887 $ 10.67 Granted 180,000 13.01 Exercised (34,402 ) 3.63 Forfeited or expired (2,205 ) 13.29 Balance as of March 31, 2019 1,340,631 $ 7.59 3,345,280 $ 10.87 |
Schedule of Net Cash Proceeds from Exercise of Stock Options Less Shares Used for Minimum Withholding Taxes and Intrinsic Value of Options Exercised | Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of options exercised were as follows: Three months ended March 31, In Thousands 2019 2018 Net cash proceeds $ 125 $ 714 Intrinsic value of options exercised $ 353 $ 3,260 |
Summary of Activity of Restricted Stock Units | Information on restricted stock unit activity follows: Number of Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Unvested balance at December 31, 2018 1,051,414 $ 10.15 Vested (8,894 ) 14.91 Unvested balance at March 31, 2019 1,042,520 $ 9.64 |
Supplemental Information (Table
Supplemental Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Certain Statements of Operations Amounts | Certain statements of operations amounts are as follows: Three months ended March 31, In Thousands 2019 2018 Stock compensation expense: Research and development $ 240 $ (437) Selling, general and administrative 1,316 369 Total $ 1,556 $ (68) Three months ended March 31, In Thousands 2019 2018 Interest expense $ (370) $ (235) Interest income 542 167 Interest, net $ 172 $ (68) |
Schedule of Statements of Certain Statements of Cash Flows Amounts | Certain statements of cash flows amounts are as follows: As of March 31, In Thousands 2019 2018 Cash, cash equivalents and restricted cash: Cash and cash equivalents $ 84,231 $ 50,703 Restricted cash, current 381 - Non-current restricted cash 1,120 - Total $ 85,732 $ 50,703 As of March 31, In Thousands 2019 2018 Non-cash additions to land, buildings and equipment $ - $ 4,529 Deferred cost in accounts payable and accrued liabilities - $ 417 Total $ - $ 4,946 |
Financial Instruments, Fair V_3
Financial Instruments, Fair Value, and Concentrations of Credit Risk - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Concentration of Risk, Financial Assets, Balance Sheet Groupings [Abstract] | ||
Fair value of financing leases | $ 15.6 | $ 15.8 |
Financing lease obligations | $ 18.4 | $ 18.5 |
Financial Instruments, Fair V_4
Financial Instruments, Fair Value, and Concentrations of Credit Risk - Summary of Fair Value Measurements and Financial Statement Presentation (Detail) $ in Thousands | Dec. 31, 2018USD ($) | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Fair Values of Assets | $ 1 | |
Fair Values of Liabilities | 248 | |
Forward Purchase Contracts [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Fair Values of Assets | 1 | [1] |
Fair Values of Liabilities | 248 | [1] |
Level 2 [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Fair Values of Assets | 1 | |
Fair Values of Liabilities | 248 | |
Level 2 [Member] | Forward Purchase Contracts [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Fair Values of Assets | 1 | [1] |
Fair Values of Liabilities | $ 248 | [1] |
[1] | The fair value for forward purchase contracts is estimated based on commodity futures market prices. |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - Cellectis [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Minimum net worth required | $ 300,000,000 | |
General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | $ 400,000 | $ 600,000 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (7,375) | $ (4,370) |
Average number of common shares-basic and diluted EPS | 32,677,944 | 27,851,162 |
Loss per share-basic and diluted | $ (0.23) | $ (0.16) |
Anti-dilutive stock options and restricted stock units | 4,385,595 | 4,917,164 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Mar. 31, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 896,478 |
2017 Omnibus Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 4,159,660 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated fair values of stock options granted | $ 9,450 | $ 10,390 |
Risk-free interest rate, minimum | 2.50% | 2.50% |
Risk-free interest rate, maximum | 2.70% | |
Expected volatility, minimum | 78.90% | 40.90% |
Expected volatility, maximum | 53.70% | |
Expected term (in years) | 6 years 10 months 24 days | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 6 months | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 9 years 2 months 12 days |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1,556 | $ (68) |
2017 Omnibus Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option expiration period | 10 years | |
Stock option, vesting period | 6 years | |
Aggregate intrinsic value of options outstanding and exercisable | $ 23,300 | |
Weighted average remaining contractual term | 8 years | |
Stock-based compensation expense | $ 800 | $ 100 |
2017 Omnibus Plan [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options priced at fair market value, percent | 100.00% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Detail) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options Exercisable, Beginning Balance | shares | 1,278,038 |
Options Exercisable, Ending Balance | shares | 1,340,631 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 7.45 |
Weighted-Average Exercise Price Per Share, Ending Balance | $ / shares | $ 7.59 |
Options Outstanding, Beginning Balance | shares | 3,201,887 |
Options Outstanding, Granted | shares | 180,000 |
Options Outstanding, Exercised | shares | (34,402) |
Options Outstanding, Forfeited or expired | shares | (2,205) |
Options Outstanding, Ending Balance | shares | 3,345,280 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 10.67 |
Weighted-Average Exercise Price Per Share, Granted | $ / shares | 13.01 |
Weighted-Average Exercise Price Per Share, Exercised | $ / shares | 3.63 |
Weighted-Average Exercise Price Per Share, Forfeited or expired | $ / shares | 13.29 |
Weighted-Average Exercise Price Per Share, Ending Balance | $ / shares | $ 10.87 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Net Cash Proceeds from Exercise of Stock Options Less Shares Used for Minimum Withholding Taxes and Intrinsic Value of Options Exercised (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Net cash proceeds | $ 125 | $ 714 |
Intrinsic value of options exercised | $ 353 | $ 3,260 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense related to to non-vested stock options and restricted stock units | $ 10.2 | |
2017 Omnibus Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock, vesting period | 6 years | |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total fair value vested | $ 0.1 | $ 0 |
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 45 months | |
Restricted Stock Units [Member] | 2017 Omnibus Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock, vesting period | 5 years | |
Employee Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 51 months | |
Nonemployee Restricted Stock Units [Member] | Cellectis [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividends | $ 0.4 | $ 0.7 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Activity of Restricted Stock Units (Detail) - Restricted Stock Units [Member] | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of restricted stock units outstanding, Unvested beginning balance | shares | 1,051,414 |
Number of restricted stock units outstanding, Vested | shares | (8,894) |
Number of restricted stock units outstanding, Unvested ending balance | shares | 1,042,520 |
Weighted-average grant date fair value, Unvested beginning balance | $ / shares | $ 10.15 |
Weighted-average grant date fair value, Vested | $ / shares | 14.91 |
Weighted-average grant date fair value, Unvested ending balance | $ / shares | $ 9.64 |
Stock-Based Compensation - Cell
Stock-Based Compensation - Cellectis Equity Incentive Plan - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1,556 | $ (68) |
Cellectis [Member] | Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 100 |
Leases, Other Commitments, an_2
Leases, Other Commitments, and Contingencies - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2019USD ($)Options | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Other Commitments [Line Items] | |||
Lease term | 20 years | ||
Number of lease extension options | Options | 4 | ||
Extension term of lease agreement | 5 years | ||
Total rent expense under operating lease | $ 49,000 | $ 81,000 | |
Forward purchase commitment amount | 19,700,000 | ||
Equipment [Member] | |||
Other Commitments [Line Items] | |||
Lease term | 4 years | ||
Restricted cash | $ 1,500,000 | ||
Maximum [Member] | Equipment [Member] | |||
Other Commitments [Line Items] | |||
Sale-leaseback that can be financed or leased | $ 1,100,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Compensation Related Costs [Abstract] | ||
Defined contribution plan description | We provide a 401(k) defined contribution plan for all regular full-time employees who have completed three months of service. | |
Expenses to the plan by employer | $ 56 | $ 49 |
Condensed Financial Statements
Condensed Financial Statements - Summary of Certain Statements of Operations Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock compensation expense | $ 1,556 | $ (68) |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock compensation expense | 240 | (437) |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock compensation expense | $ 1,316 | $ 369 |
Condensed Financial Statement_2
Condensed Financial Statements - Summary of Components of Interest, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Financial Information Disclosure [Abstract] | ||
Interest expense | $ (370) | $ (235) |
Interest income | 542 | 167 |
Interest, net | $ 172 | $ (68) |
Condensed Financial Statement_3
Condensed Financial Statements - Summary of Statements of Certain Statements of Cash Flows Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Financial Information Disclosure [Abstract] | ||||
Cash and cash equivalents | $ 50,703 | $ 84,231 | $ 93,794 | |
Restricted cash, current | 381 | 381 | ||
Non-current restricted cash | 1,120 | 1,113 | ||
Cash, cash equivalents, and restricted cash | 50,703 | $ 85,732 | $ 95,288 | $ 56,664 |
Non-cash additions to land, buildings and equipment | 4,529 | |||
Deferred cost in accounts payable and accrued liabilities | 417 | |||
Total | $ 4,946 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |