Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 06, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
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 | 32,866,100 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38161 | |
Entity Tax Identification Number | 271967997 | |
Entity Address, Address Line One | 2800 Mount Ridge Road | |
Entity Address, City or Town | Roseville | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55113 | |
City Area Code | 651 | |
Local Phone Number | 683-2807 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 76,434 | $ 93,794 |
Restricted cash | 381 | 381 |
Trade accounts receivable | 810 | |
Due from related parties | 78 | 46 |
Inventory | 111 | |
Prepaid expenses and other current assets | 1,470 | 1,301 |
Total current assets | 79,284 | 95,522 |
Non-current restricted cash | 1,128 | 1,113 |
Land, buildings, and equipment | 22,480 | 21,850 |
Other non-current assets | 684 | 306 |
Total assets | 103,576 | 118,791 |
Current liabilities: | ||
Accounts payable | 395 | 818 |
Accrued expenses | 1,993 | 2,007 |
Accrued compensation and benefits | 1,238 | 1,305 |
Due to related parties | 781 | 1,905 |
Current portion of financing lease obligations | 308 | 258 |
Other current liabilities | 253 | 711 |
Total current liabilities | 4,968 | 7,004 |
Financing lease obligations | 18,259 | 18,227 |
Other non-current liabilities | 159 | 163 |
Total liabilities | 23,386 | 25,394 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 275,000,000 shares authorized; 32,918,599 shares issued and 32,859,700 shares outstanding as of June 30, 2019, and 32,664,429 shares issued and 32,648,893 shares outstanding as of December 31, 2018 | 3 | 3 |
Additional paid-in capital | 180,237 | 176,069 |
Common stock in treasury, at cost; 58,899 shares | (789) | (230) |
Accumulated deficit | (99,223) | (82,445) |
Accumulated other comprehensive loss | (38) | |
Total stockholders’ equity | 80,190 | 93,397 |
Total liabilities and stockholders’ equity | $ 103,576 | $ 118,791 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 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 | 32,918,599 | 32,664,429 |
Common stock, shares outstanding | 32,859,700 | 32,648,893 |
Treasury stock, shares | 58,899 | 58,899 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 408 | $ 196 | $ 566 | $ 207 |
Operating expenses: | ||||
Cost of revenue | 303 | 337 | ||
Research and development | 2,738 | 3,241 | 4,957 | 4,410 |
Selling and general and administrative | 6,408 | 4,048 | 11,475 | 6,603 |
Management fees and royalties | 451 | 399 | 812 | 982 |
Total operating expenses | 9,900 | 7,688 | 17,581 | 11,995 |
Loss from operations | (9,492) | (7,492) | (17,015) | (11,788) |
Interest, net | 92 | (72) | 264 | (140) |
Foreign currency transaction loss | (3) | (12) | (27) | (18) |
Loss before income taxes | (9,403) | (7,576) | (16,778) | (11,946) |
Income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (9,403) | $ (7,576) | $ (16,778) | $ (11,946) |
Basic and diluted loss per share | $ (0.29) | $ (0.25) | $ (0.51) | $ (0.41) |
Weighted average shares outstanding - basic and diluted | 32,732,988 | 29,840,827 | 32,704,834 | 28,851,491 |
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] | Accumulated Other Comprehensive Loss [Member] |
Beginning balance at Dec. 31, 2017 | $ 57,476 | $ 3 | $ 112,021 | $ (54,548) | ||
Beginning balance, shares at Dec. 31, 2017 | 27,718,780 | |||||
Net loss | (11,946) | (11,946) | ||||
Stock based compensation | 3,668 | 3,668 | ||||
Stock based compensation, shares | 559,826 | |||||
Issuance of common stock | 57,041 | 57,041 | ||||
Issuance of common stock, shares | 4,057,500 | |||||
Ending balance at Jun. 30, 2018 | 106,239 | $ 3 | 172,730 | (66,494) | ||
Ending balance, shares at Jun. 30, 2018 | 32,336,106 | |||||
Beginning balance at Mar. 31, 2018 | 53,860 | $ 3 | 112,775 | (58,918) | ||
Beginning balance, shares at Mar. 31, 2018 | 27,954,781 | |||||
Net loss | (7,576) | (7,576) | ||||
Stock based compensation | 3,668 | 3,668 | ||||
Stock based compensation, shares | 559,826 | |||||
Issuance of common stock | 56,287 | 56,287 | ||||
Issuance of common stock, shares | 3,821,499 | |||||
Ending balance at Jun. 30, 2018 | 106,239 | $ 3 | 172,730 | (66,494) | ||
Ending balance, shares at Jun. 30, 2018 | 32,336,106 | |||||
Beginning balance at Dec. 31, 2018 | 93,397 | $ 3 | 176,069 | $ (230) | (82,445) | |
Beginning balance, shares at Dec. 31, 2018 | 32,648,893 | |||||
Net loss | (16,778) | (16,778) | ||||
Stock based compensation | 3,860 | 3,860 | ||||
Stock based compensation, shares | 254,170 | |||||
Issuance of common stock | 308 | 308 | ||||
Shares withheld for net share settlement | (559) | (559) | ||||
Shares withheld for net share settlement, shares | (43,363) | |||||
Other comprehensive loss | (38) | $ (38) | ||||
Ending balance at Jun. 30, 2019 | 80,190 | $ 3 | 180,237 | (789) | (99,223) | (38) |
Ending balance, shares at Jun. 30, 2019 | 32,859,700 | |||||
Beginning balance at Mar. 31, 2019 | 87,703 | $ 3 | 177,750 | (230) | (89,820) | |
Beginning balance, shares at Mar. 31, 2019 | 32,692,189 | |||||
Net loss | (9,403) | (9,403) | ||||
Stock based compensation | 2,304 | 2,304 | ||||
Stock based compensation, shares | 210,874 | |||||
Issuance of common stock | 183 | 183 | ||||
Shares withheld for net share settlement | (559) | (559) | ||||
Shares withheld for net share settlement, shares | (43,363) | |||||
Other comprehensive loss | (38) | (38) | ||||
Ending balance at Jun. 30, 2019 | $ 80,190 | $ 3 | $ 180,237 | $ (789) | $ (99,223) | $ (38) |
Ending balance, shares at Jun. 30, 2019 | 32,859,700 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating activities | ||
Net loss | $ (16,778) | $ (11,946) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 689 | 371 |
Stock-based compensation | 3,860 | 2,427 |
Unrealized foreign exchange gain | 6 | |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (810) | |
Due to/from related parties | (1,156) | 47 |
Inventory | (111) | |
Prepaid expenses and other assets | (169) | (799) |
Accounts payable | (423) | 25 |
Accrued expenses | (14) | 275 |
Accrued compensation and benefits | (67) | (318) |
Other accrued liabilities | (513) | 1,084 |
Other non-current assets | (378) | |
Net cash used by operating activities | (15,870) | (8,828) |
Investing activities | ||
Purchases of land, buildings and equipment | (1,319) | (498) |
Net cash used by investing activities | (1,319) | (498) |
Financing activities | ||
Costs incurred related to the issuance of stock | (665) | |
Proceeds from issuance of common stock | 57,706 | |
Repayments of financing lease obligations | (122) | |
Proceeds from the exercise of stock options | 308 | 1,241 |
Costs incurred related to shares withheld for net share settlement | (559) | |
Proceeds from the sale and leaseback of land, buildings, and equipment | 217 | |
Net cash (used) provided by financing activities | (156) | 58,282 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (17,345) | 48,956 |
Cash, cash equivalents and restricted cash - beginning of period | 95,288 | 56,664 |
Cash, cash equivalents and restricted cash - end of period | $ 77,943 | $ 105,620 |
Basis of Presentation & Summary
Basis of Presentation & Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation & Summary of Significant Accounting Policies | 1. BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Our unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements. 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 but they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. 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 or any other interim period. 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. Certain prior year amounts have been reclassified to conform to the current year presentation. For further information, refer to the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 12, 2019. The accompanying Balance Sheet as of December 31, 2018 was derived from the audited financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with our financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2018. 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 recorded as 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 that take into consideration our limited operating history. Effective January 1, 2019, we designated all seed and grain production agreements (Forward Purchase Contracts) 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 that 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 basis with prior approval, we may allow customers to return product. We also recognize revenue from license agreements. Revenues from license 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 a license agreement. Nonrefundable up-front payments are deferred and recognized as revenue over the term of the license agreement. If a license 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 licensees, 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. Prior to January 1, 2019, grants to nonemployees were previously remeasured each reporting period. Following the adoption of the new accounting pronouncement discussed below 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. Effective January 1, 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, Hedging Activities, and Concentrations of Credit Risk | 6 Months Ended |
Jun. 30, 2019 | |
Text Block [Abstract] | |
Financial Instruments, Fair Value, Hedging Activities, and Concentrations of Credit Risk | 2. FINANCIAL INSTRUMENTS, FAIR VALUE, HEDGING ACTIVITIES, 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 $15.7 million as of June 30, 2019, and $15.8 million as of December 31, 2018. The carrying amounts of our financing lease obligations, including the current portion, were $18.6 million as of June 30, 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 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 June 30, 2019 and December 31, 2018, were as follows: June 30, 2019 June 30, 2019 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 $ — $ 203 $ — $ 203 Commodity futures and options 174 — — 174 — — — — Total $ 174 $ 1 $ — $ 175 $ — $ 203 $ — $ 203 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 Commodity futures and options — — — — — — — — Total $ — $ 1 $ — $ 1 $ — $ 248 $ — $ 248 (a) The fair value for Forward Purchase Contracts were previously estimated based on commodity futures market prices. Commodity Price Risk We enter into Forward Purchase Contracts for grain with settlement values based on commodity futures market prices These Forward Purchase Contracts allow our counterparty to fix their sale prices to us at various times as defined in the contract. We may enter into hedging arrangements to either fix variable exposures or converting fixed prices to floating prices through the use of commodity derivative contracts. At June 30, 2019, we had entered into commodity contracts with a notional amount of $1.8 million. We have designated all of our commodity derivative contracts as cash flow hedges. As a result, all gains or losses associated with recording commodity derivative contracts at fair value are recorded as a component of accumulated other comprehensive income (AOCI). We reclassify amounts from AOCI to cost of goods sold when we sell the underlying products to which those hedges relate. As of June 30, 2019, we expect the entire AOCI balance to be reclassified into earnings within the next 12 months. Certain amounts related to our hedging activities are as follows: Amount of Gain (Loss) Recognized in AOCI Amount of Gain (Loss) Reclassified to Earnings Six months ended, Six months ended, June 30, December 31, June 30, December 31, In thousands 2019 2018 2019 2018 Cash flow hedges: Commodity contracts $ (38 ) $ — $ — $ — Total $ (38 ) $ — $ — $ — Foreign Exchange Risk Foreign currency fluctuations affect our foreign currency cash flows related to payments to 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 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 | 6 Months Ended |
Jun. 30, 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 Cellectis provides to us. We perform Cellectis’ U.S. operations payroll services. We incurred management fee expenses of $0.5 million for the three months ended June 30, 2019 and $0.4 million for the same period in 2018. We incurred management fee expenses of $0.8 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. 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 also license other 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. With the exception of a one-time payment made to the University of Minnesota related to our commercialization of High Oleic Soybeans, we have incurred nominal license fees under these agreements in in the three and six month periods ended June 30, 2019 and 2018. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 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. Six months ended June 30, In Thousands, Except Share Data and Per Share Amounts 2019 2018 Net loss $ (16,778 ) $ (11,946 ) Average number of common shares—basic and diluted EPS 32,704,834 28,851,491 Loss per share—basic and diluted $ (0.51 ) $ (0.41 ) 2019 2018 Anti-dilutive stock options and restricted stock units 5,592,441 4,421,547 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 | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 5. 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 directors, nonemployees and certain employees of Cellectis. In December 2014, we adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, we adopted the 2017 Omnibus Plan (2017 Plan). As of June 30, 2019, 2,006,505 shares were registered and available for grant under effective registration statements, while 2,444,581 shares were available for grant in the form of stock options, restricted stock, restricted stock units and performance stock units under the 2017 Plan. Stock-based awards currently outstanding also include awards 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: Six months ended June 30, 2019 2018 Estimated fair values of stock options granted $ 10.61 $ 10.26 Assumptions: Risk-free interest rate 1.9% - 2.5% 2.5% - 2.8% Expected volatility 77.9% - 78.9% 40.9% - 54.7% Expected term (in years) 6.8 – 10.0 years 6.3 – 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 1,490,000 14.75 Exercised (85,452 ) 3.61 Forfeited or expired (12,085 ) 17.72 Other activity 12,495 13.29 Balance as of June 30, 2019 1,585,276 $ 8.34 4,606,845 $ 12.11 Stock-based compensation expense related to stock option awards was $1.5 million for the three months ended June 30, 2019 and $1.4 million for the three months ended June 30, 2018. Stock-based compensation expense related to stock option awards was $2.3 million for the six months ended June 30, 2019, and $1.0 million for the six months ended June 30, 2018. The aggregate intrinsic value of options outstanding and exercisable at June 30, 2019 was $9.3 million and the weighted average remaining contractual term was 8.4 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 June 30, Six months ended June 30, In Thousands 2019 2018 2019 2018 Net cash proceeds $ 183 $ 527 $ 308 $ 1,241 Intrinsic value of options exercised $ 527 $ 1,899 $ 880 $ 5,159 Restricted Stock Units Units settled in stock subject to a restricted period may be granted 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 Granted 100,000 12.48 Vested (168,718 ) 8.36 Forfeited (2,000 ) 8.00 Unvested balance at June 30, 2019 980,696 $ 10.62 The total grant-date fair value of restricted stock unit awards that vested was $1.3 million and $1.4 million for the three and six months ended June 30, 2019, and $1.5 million for three and six months ended June 30, 2018. Stock-based compensation expense related to restricted stock unit awards was $0.8 million and $1.6 million for the three and six months ended June 30, 2019, and $0.9 million and $1.2 million for the three and six months ended June 30, 2018 We treat stock-based compensation awards granted to employees of Cellectis as deemed dividends. We recorded deemed dividends of $0.4 million and $0.8 million for the three and six months ended June 30, 2019, and $0.7 million and $1.4 million for the three and six months ended June 30, 2018. As of June 30, 2019, unrecognized compensation expense related to non-vested stock options and restricted stock units was $22.4 million. This expense will be recognized over 61 months on average for stock options and over 42 months on average for restricted stock units. Performance Stock Units On June 28, 2019, we granted 311,667 performance stock units to three executive officers. The performance stock units will vest as to 50%, 100% or 120% of the shares at the end of a three-year performance period based upon the increases in our common stock from the starting price of $12.48. The awards vest on a linear basis between vesting percentages during specified periods within the three-year performance period. If vested, the performance stock units will be settled in restricted stock with restrictions lapsing on the two-year anniversary of the date of issuance. 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 June 30, 2018 and $0.2 million for the six months ended June 30, 2018. Expenses in 2019 were de minimus. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 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 June 30, 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 | 6 Months Ended |
Jun. 30, 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. This lease is considered a finance lease. We also have an equipment financing line that is considered a financing lease. The lease has a term of four years and following our $0.2 million draw down in the three month period ending June 30, 2019, we may add up to $0.9 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 June 30, 2019, this restricted cash totaled $1.5 million. Rent expense from operating leases was $20,000 for the three months ended June 30, 2019, and was $78,000 for the three months ended June 30, 2018. Rent expense was expense $69,000 for the six months ended June 30, 2019, and was $160,000 during the six months ended June 30, 2018. Other Commitments As of June 30, 2019, we have committed to purchase grain from farmers at dates throughout 2019 and 2020 aggregating $19.0 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 | 6 Months Ended |
Jun. 30, 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 $49,000 for the three months ended June 30, 2019 and $27,000 for the same period in 2018. Our expense was $105,000 for the six months ended June 30, 2019, |
Supplemental Information
Supplemental Information | 6 Months Ended |
Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Information | 9. SUPPLEMENTAL INFORMATION Certain balance sheet amounts are as follows: As of June 30, As of December 31, In Thousands 2019 2018 Raw materials $ 79 $ — Work-in-process 18 — Finished goods 14 — Total $ 111 $ — Certain statements of operations amounts are as follows: Three months ended June 30, Six months ended June 30, In Thousands 2019 2018 2019 2018 Stock compensation expense: Research and development $ 539 $ 1,325 $ 779 $ 888 Selling and general and administrative 1,765 967 3,081 1,336 Total $ 2,304 $ 2,292 $ 3,860 $ 2,224 Three months ended June 30, Six months ended June 30, In Thousands 2019 2018 2019 2018 Interest expense $ (370 ) $ (317 ) $ (740 ) $ (552 ) Interest income 462 245 1,004 412 Interest, net $ 92 $ (72 ) $ 264 $ (140 ) Certain statements of cash flows amounts are as follows: As of June 30, In Thousands 2019 2018 Cash, cash equivalents and restricted cash: Cash and cash equivalents $ 76,434 $ 105,620 Restricted cash, current 381 — Non-current restricted cash 1,128 — Total $ 77,943 $ 105,620 As of June 30, In Thousands 2019 2018 Supplemental cash flow information Interest paid $ 737 $ 207 As of June 30, In Thousands 2019 2018 Supplemental non-cash investing and financing transactions Sale and leaseback of land, buildings, and equipment $ 217 $ — Non-cash additions to land, buildings, and equipment — 7,096 Offering costs in accounts payable and accrued liabilities — 445 Non-cash addition to financing lease obligations 12 — Total $ 229 $ 7,541 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 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 & Summa_2
Basis of Presentation & Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 recorded as 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 that take into consideration our limited operating history. Effective January 1, 2019, we designated all seed and grain production agreements (Forward Purchase Contracts) 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 that 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 basis with prior approval, we may allow customers to return product. We also recognize revenue from license agreements. Revenues from license 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 a license agreement. Nonrefundable up-front payments are deferred and recognized as revenue over the term of the license agreement. If a license 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 licensees, 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. Prior to January 1, 2019, grants to nonemployees were previously remeasured each reporting period. Following the adoption of the new accounting pronouncement discussed below 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. Effective January 1, 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, Hedging Activities, and Concentrations of Credit Risk (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2019 and December 31, 2018, were as follows: June 30, 2019 June 30, 2019 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 $ — $ 203 $ — $ 203 Commodity futures and options 174 — — 174 — — — — Total $ 174 $ 1 $ — $ 175 $ — $ 203 $ — $ 203 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 Commodity futures and options — — — — — — — — Total $ — $ 1 $ — $ 1 $ — $ 248 $ — $ 248 (a) The fair value for Forward Purchase Contracts were previously estimated based on commodity futures market prices. |
Summary of Certain Amounts Related to Hedging Activities | Certain amounts related to our hedging activities are as follows: Amount of Gain (Loss) Recognized in AOCI Amount of Gain (Loss) Reclassified to Earnings Six months ended, Six months ended, June 30, December 31, June 30, December 31, In thousands 2019 2018 2019 2018 Cash flow hedges: Commodity contracts $ (38 ) $ — $ — $ — Total $ (38 ) $ — $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 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. Six months ended June 30, In Thousands, Except Share Data and Per Share Amounts 2019 2018 Net loss $ (16,778 ) $ (11,946 ) Average number of common shares—basic and diluted EPS 32,704,834 28,851,491 Loss per share—basic and diluted $ (0.51 ) $ (0.41 ) 2019 2018 Anti-dilutive stock options and restricted stock units 5,592,441 4,421,547 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased 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: Six months ended June 30, 2019 2018 Estimated fair values of stock options granted $ 10.61 $ 10.26 Assumptions: Risk-free interest rate 1.9% - 2.5% 2.5% - 2.8% Expected volatility 77.9% - 78.9% 40.9% - 54.7% Expected term (in years) 6.8 – 10.0 years 6.3 – 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 1,490,000 14.75 Exercised (85,452 ) 3.61 Forfeited or expired (12,085 ) 17.72 Other activity 12,495 13.29 Balance as of June 30, 2019 1,585,276 $ 8.34 4,606,845 $ 12.11 |
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 June 30, Six months ended June 30, In Thousands 2019 2018 2019 2018 Net cash proceeds $ 183 $ 527 $ 308 $ 1,241 Intrinsic value of options exercised $ 527 $ 1,899 $ 880 $ 5,159 |
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 Granted 100,000 12.48 Vested (168,718 ) 8.36 Forfeited (2,000 ) 8.00 Unvested balance at June 30, 2019 980,696 $ 10.62 |
Supplemental Information (Table
Supplemental Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Certain Balance Sheet Amounts | Certain balance sheet amounts are as follows: As of June 30, As of December 31, In Thousands 2019 2018 Raw materials $ 79 $ — Work-in-process 18 — Finished goods 14 — Total $ 111 $ — |
Schedule of Certain Statements of Operations Amounts | Certain statements of operations amounts are as follows: Three months ended June 30, Six months ended June 30, In Thousands 2019 2018 2019 2018 Stock compensation expense: Research and development $ 539 $ 1,325 $ 779 $ 888 Selling and general and administrative 1,765 967 3,081 1,336 Total $ 2,304 $ 2,292 $ 3,860 $ 2,224 Three months ended June 30, Six months ended June 30, In Thousands 2019 2018 2019 2018 Interest expense $ (370 ) $ (317 ) $ (740 ) $ (552 ) Interest income 462 245 1,004 412 Interest, net $ 92 $ (72 ) $ 264 $ (140 ) |
Schedule of Statements of Certain Statements of Cash Flows Amounts | Certain statements of cash flows amounts are as follows: As of June 30, In Thousands 2019 2018 Cash, cash equivalents and restricted cash: Cash and cash equivalents $ 76,434 $ 105,620 Restricted cash, current 381 — Non-current restricted cash 1,128 — Total $ 77,943 $ 105,620 As of June 30, In Thousands 2019 2018 Supplemental cash flow information Interest paid $ 737 $ 207 As of June 30, In Thousands 2019 2018 Supplemental non-cash investing and financing transactions Sale and leaseback of land, buildings, and equipment $ 217 $ — Non-cash additions to land, buildings, and equipment — 7,096 Offering costs in accounts payable and accrued liabilities — 445 Non-cash addition to financing lease obligations 12 — Total $ 229 $ 7,541 |
Financial Instruments, Fair V_3
Financial Instruments, Fair Value, Hedging Activities, and Concentrations of Credit Risk - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||
Fair value of financing leases | $ 15.7 | $ 15.8 |
Financing lease obligations | 18.6 | $ 18.5 |
Commodity Contracts [Member] | ||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||
Commodity derivative assets, notional amount | $ 1.8 |
Financial Instruments, Fair V_4
Financial Instruments, Fair Value, Hedging Activities, and Concentrations of Credit Risk - Summary of Fair Value Measurements and Financial Statement Presentation (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | |
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | |||
Fair Values of Assets | $ 175 | $ 1 | |
Fair Values of Liabilities | 203 | 248 | |
Forward Purchase Contracts [Member] | |||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | |||
Fair Values of Assets | [1] | 1 | 1 |
Fair Values of Liabilities | [1] | 203 | 248 |
Commodity Futures and Options [Member] | |||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | |||
Fair Values of Assets | 174 | ||
Level 1 [Member] | |||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | |||
Fair Values of Assets | 174 | ||
Level 1 [Member] | Commodity Futures and Options [Member] | |||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | |||
Fair Values of Assets | 174 | ||
Level 2 [Member] | |||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | |||
Fair Values of Assets | 1 | 1 | |
Fair Values of Liabilities | 203 | 248 | |
Level 2 [Member] | Forward Purchase Contracts [Member] | |||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | |||
Fair Values of Assets | [1] | 1 | 1 |
Fair Values of Liabilities | [1] | $ 203 | $ 248 |
[1] | The fair value for Forward Purchase Contracts were previously estimated based on commodity futures market prices. |
Financial Instruments, Fair V_5
Financial Instruments, Fair Value, Hedging Activities, and Concentrations of Credit Risk - Summary of Certain Amounts Related to Hedging Activities (Detail) - Cash Flow Hedges [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | |
Amount of Gain (Loss) Recognized in AOCI | $ (38) |
Commodity Contracts [Member] | |
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | |
Amount of Gain (Loss) Recognized in AOCI | $ (38) |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - Cellectis [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Related Party Transaction [Line Items] | ||||
Minimum net worth required | $ 300,000,000 | $ 300,000,000 | ||
General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | $ 500,000 | $ 400,000 | $ 800,000 | $ 1,000,000 |
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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (9,403) | $ (7,576) | $ (16,778) | $ (11,946) |
Average number of common shares—basic and diluted EPS | 32,732,988 | 29,840,827 | 32,704,834 | 28,851,491 |
Loss per share—basic and diluted | $ (0.29) | $ (0.25) | $ (0.51) | $ (0.41) |
Anti-dilutive stock options and restricted stock units | 5,592,441 | 4,421,547 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Jun. 30, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, number of shares registered and available for grant | 2,006,505 |
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 registered and available for grant | 2,444,581 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated fair values of stock options granted | $ 10,610 | $ 10,260 |
Risk-free interest rate, minimum | 1.90% | 2.50% |
Risk-free interest rate, maximum | 2.50% | 2.80% |
Expected volatility, minimum | 77.90% | 40.90% |
Expected volatility, maximum | 78.90% | 54.70% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 9 months 18 days | 6 years 3 months 18 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 10 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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,304 | $ 2,292 | $ 3,860 | $ 2,224 |
2017 Omnibus Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options priced at fair market value, percent | 100.00% | |||
Stock option expiration period | 10 years | |||
Stock option, vesting period | 6 years | |||
Stock-based compensation expense | 1,500 | $ 1,400 | $ 2,300 | $ 1,000 |
Weighted average remaining contractual term | 8 years 4 months 24 days | |||
Aggregate intrinsic value of options outstanding and exercisable | $ 9,300 | $ 9,300 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Detail) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options Exercisable, Beginning Balance | shares | 1,278,038 |
Options Exercisable, Ending Balance | shares | 1,585,276 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 7.45 |
Weighted-Average Exercise Price Per Share, Ending Balance | $ / shares | $ 8.34 |
Options Outstanding, Beginning Balance | shares | 3,201,887 |
Options Outstanding, Granted | shares | 1,490,000 |
Options Outstanding, Exercised | shares | (85,452) |
Options Outstanding, Forfeited or expired | shares | (12,085) |
Options Outstanding, Other activity | shares | 12,495 |
Options Outstanding, Ending Balance | shares | 4,606,845 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 10.67 |
Weighted-Average Exercise Price Per Share, Granted | $ / shares | 14.75 |
Weighted-Average Exercise Price Per Share, Exercised | $ / shares | 3.61 |
Weighted-Average Exercise Price Per Share, Forfeited or expired | $ / shares | 17.72 |
Weighted-Average Exercise Price Share, Other activity | $ / shares | 13.29 |
Weighted-Average Exercise Price Per Share, Ending Balance | $ / shares | $ 12.11 |
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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Net cash proceeds | $ 183 | $ 527 | $ 308 | $ 1,241 |
Intrinsic value of options exercised | $ 527 | $ 1,899 | $ 880 | $ 5,159 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,304 | $ 2,292 | $ 3,860 | $ 2,224 |
Unrecognized stock-based compensation expense related to to non-vested stock options and restricted stock units | 22,400 | $ 22,400 | ||
2017 Omnibus Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 6 years | |||
Stock-based compensation expense | 1,500 | 1,400 | $ 2,300 | 1,000 |
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total fair value vested | 1,300 | 1,500 | 1,400 | 1,500 |
Stock-based compensation expense | 800 | 900 | $ 1,600 | 1,200 |
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 42 months | |||
Restricted Stock Units [Member] | 2017 Omnibus Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
Nonemployee Restricted Stock Units [Member] | Cellectis [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dividends | $ 400 | $ 700 | $ 800 | $ 1,400 |
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 | 61 months |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Activity of Restricted Stock Units (Detail) - Restricted Stock Units [Member] | 6 Months Ended |
Jun. 30, 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, Granted | shares | 100,000 |
Number of restricted stock units outstanding, Vested | shares | (168,718) |
Number of restricted stock units outstanding, Forfeited | shares | (2,000) |
Number of restricted stock units outstanding, Unvested ending balance | shares | 980,696 |
Weighted-average grant date fair value, Unvested beginning balance | $ / shares | $ 10.15 |
Weighted-average grant date fair value, Granted | $ / shares | 12.48 |
Weighted-average grant date fair value, Vested | $ / shares | 8.36 |
Weighted-average grant date fair value, Forfeited | $ / shares | 8 |
Weighted-average grant date fair value, Unvested ending balance | $ / shares | $ 10.62 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Stock Units - Additional Information (Detail) - $ / shares | Jun. 28, 2019 | Jun. 30, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance stock, shares granted | 2,006,505 | |
Performance Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Performance stock settled in restricted stock, restriction period | 2 years | |
Increase in common stock starting price | $ 12.48 | |
Performance Stock Units [Member] | Tranche One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 50.00% | |
Performance Stock Units [Member] | Tranche Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 100.00% | |
Performance Stock Units [Member] | Tranche Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 120.00% | |
Performance Stock Units [Member] | Three Executive Officers [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance stock, shares granted | 311,667 |
Stock-Based Compensation - Cell
Stock-Based Compensation - Cellectis Equity Incentive Plan - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,304 | $ 2,292 | $ 3,860 | $ 2,224 |
Cellectis [Member] | Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 100 | $ 200 |
Leases, Other Commitments, an_2
Leases, Other Commitments, and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Other Commitments [Line Items] | |||||
Total rent expense under operating lease | $ 20,000 | $ 78,000 | $ 69,000 | $ 160,000 | |
Forward purchase commitment amount | 19,000,000 | ||||
Equipment [Member] | |||||
Other Commitments [Line Items] | |||||
Lease term | 4 years | ||||
Restricted cash | 1,500,000 | $ 1,500,000 | |||
Sale-leaseback draw down amount | $ 200,000 | ||||
Maximum [Member] | Equipment [Member] | |||||
Other Commitments [Line Items] | |||||
Sale-leaseback that can be financed or leased | $ 900,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 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 | $ 49,000 | $ 27,000 | $ 105,000 | $ 76,000 |
Condensed Financial Statements
Condensed Financial Statements - Summary of Certain Balance Sheet Amounts (Detail) $ in Thousands | Jun. 30, 2019USD ($) |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Raw materials | $ 79 |
Work-in-process | 18 |
Finished goods | 14 |
Total | $ 111 |
Condensed Financial Statement_2
Condensed Financial Statements - Summary of Certain Statements of Operations Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock compensation expense | $ 2,304 | $ 2,292 | $ 3,860 | $ 2,224 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock compensation expense | 539 | 1,325 | 779 | 888 |
Selling and General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock compensation expense | $ 1,765 | $ 967 | $ 3,081 | $ 1,336 |
Condensed Financial Statement_3
Condensed Financial Statements - Summary of Components of Interest, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ||||
Interest expense | $ (370) | $ (317) | $ (740) | $ (552) |
Interest income | 462 | 245 | 1,004 | 412 |
Interest, net | $ 92 | $ (72) | $ 264 | $ (140) |
Condensed Financial Statement_4
Condensed Financial Statements - Summary of Statements of Certain Statements of Cash Flows Amounts (Detail) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ||||
Cash and cash equivalents | $ 76,434 | $ 105,620 | $ 93,794 | |
Restricted cash, current | 381 | 381 | ||
Non-current restricted cash | 1,128 | 1,113 | ||
Total | 77,943 | 105,620 | $ 95,288 | $ 56,664 |
Interest paid | 737 | 207 | ||
Proceeds from the sale and leaseback of land, buildings, and equipment | 217 | |||
Non-cash additions to land, buildings, and equipment | 7,096 | |||
Offering costs in accounts payable and accrued liabilities | 445 | |||
Non-cash addition to financing lease obligations | 12 | |||
Total | $ 229 | $ 7,541 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |