Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 09, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | BIOTIME INC | ||
Entity Central Index Key | 876,343 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 165,293,000 | ||
Entity Common Stock, Shares Outstanding | 110,853,754 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 22,088 | $ 42,229 | |
Available for sale securities | 627 | 753 | |
Trade accounts and grants receivable, net | 446 | 1,078 | |
Landlord receivable | 200 | 567 | |
Receivable from affiliates | 511 | 0 | |
Prepaid expenses and other current assets | 1,777 | 2,610 | |
Total current assets | 25,649 | 47,237 | |
Property, plant and equipment, net | 5,529 | [1] | 7,539 |
Deferred license fees | 118 | 322 | |
Deposits and other long-term assets | 1,031 | 1,299 | |
Equity method investment in Asterias, at fair value (Note 4) | 100,039 | 0 | |
Equity method investment in Ascendance | 0 | 4,671 | |
Intangible assets, net | 10,206 | [2] | 33,592 |
TOTAL ASSETS | 142,572 | 94,660 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued liabilities | 7,144 | [3] | 9,377 |
Capital lease liability, current portion | 202 | 38 | |
Promissory notes, current portion | 99 | 95 | |
Related party convertible debt | 833 | 0 | |
Deferred grant income | 0 | 2,513 | |
Deferred license and subscription revenue, current portion | 572 | 439 | |
Total current liabilities | 8,850 | 12,462 | |
LONG-TERM LIABILITIES | |||
Deferred revenues, net of current portion | 308 | 615 | |
Deferred rent liabilities, net of current portion | 50 | 158 | |
Lease liability | 1,386 | 4,400 | |
Capital lease liability, net of current portion | 310 | 26 | |
Related party convertible debt, net of discount | 1,032 | 324 | |
Promissory notes, net of current portion | 120 | 220 | |
Other long term liabilities | 8 | 8 | |
TOTAL LIABILITIES | 12,064 | 18,213 | |
Commitments and contingencies (Note 11) | |||
SHAREHOLDERS' EQUITY | |||
Series A convertible preferred stock, no par value, authorized 2,000 shares as of December 31, 2016 and 2015; none issued and outstanding as of December 31, 2016 and 2015, respectively | 0 | 0 | |
Common stock, no par value, authorized 150,000 shares; issued and outstanding shares; 103,396 shares issued and 102,776 outstanding as of December 31, 2016 and 94,894 issued and 90,421 outstanding as of December 31, 2015 | 317,878 | 273,979 | |
Accumulated other comprehensive loss | (738) | (237) | |
Accumulated deficit | (196,321) | (229,893) | |
Treasury stock at cost: 620 and 4,473 shares at December 31, 2016 and 2015, respectively | (2,891) | (18,033) | |
BioTime, Inc. shareholders' equity | 117,928 | 25,816 | |
Noncontrolling interest | 12,580 | 50,631 | |
Total shareholders' equity | 130,508 | 76,447 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 142,572 | $ 94,660 | |
[1] | (1) Reflects the effect of the Asterias Deconsolidation. | ||
[2] | Reflects the effect of the Deconsolidation. | ||
[3] | Reflects the effect of the Asterias Deconsolidation. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
SHAREHOLDERS' EQUITY | ||
Series A convertible preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Series A convertible preferred stock, authorized (in shares) | 2,000,000 | 2,000,000 |
Series A convertible preferred stock, issued (in shares) | 0 | 0 |
Series A convertible preferred stock outstanding (in shares) | 0 | 0 |
Common shares, par value (in dollars per share) | $ 0 | $ 0 |
Common shares, authorized (in shares) | 150,000,000 | 150,000,000 |
Common shares, issued (in shares) | 103,396,245 | 94,894,140 |
Common shares, outstanding (in shares) | 102,776,539 | 90,421,554 |
Treasury stock (in shares) | 619,706 | 4,472,586 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUES: | |||
Grant income | $ 3,671 | $ 4,502 | $ 3,297 |
Royalties from product sales and license fees | 544 | 719 | 398 |
Subscription and advertisement | 972 | 1,357 | 1,173 |
Sale of research products and services | 736 | 458 | 376 |
Total revenues | 5,923 | 7,036 | 5,244 |
Cost of sales | (358) | (1,107) | (837) |
Gross profit | 5,565 | 5,929 | 4,407 |
OPERATING EXPENSES: | |||
Research and development | (36,106) | (42,604) | (37,533) |
General and administrative | (28,426) | (29,134) | (17,556) |
Total operating expenses | (64,532) | (71,738) | (55,089) |
Loss from operations | (58,967) | (65,809) | (50,682) |
OTHER INCOME/(EXPENSES): | |||
Interest expense, net | (747) | (340) | (89) |
BioTime's share of losses and impairment in equity method investment in Ascendance | (4,671) | (35) | 0 |
Gain on deconsolidation of Asterias (Note 3) | 49,048 | 0 | 0 |
Gain on equity method investment in Asterias at fair value (Note 4) | 34,361 | 0 | 0 |
Gain on investment | 0 | 3,694 | 0 |
Other income/(expense), net | (403) | (160) | (384) |
Total other income/(expense), net | 77,588 | 3,159 | (473) |
INCOME (LOSS) BEFORE INCOME TAX BENEFIT | 18,621 | (62,650) | (51,155) |
Deferred income tax benefit | 0 | 4,516 | 7,376 |
NET INCOME (LOSS) | 18,621 | (58,134) | (43,779) |
Net loss attributable to noncontrolling interest | 14,951 | 11,143 | 7,367 |
NET INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC. | 33,572 | (46,991) | (36,412) |
Preferred stock dividend | 0 | (415) | (87) |
NET INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS | $ 33,572 | $ (47,406) | $ (36,499) |
NET INCOME (LOSS) PER COMMON SHARE: | |||
BASIC (in dollars per share) | $ 0.35 | $ (0.59) | $ (0.55) |
DILUTED (in dollars per share) | $ 0.34 | $ (0.59) | $ (0.55) |
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: | |||
BASIC (in shares) | 97,316 | 79,711 | 66,467 |
DILUTED (in shares) | 99,553 | 79,711 | 66,467 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | |||
NET INCOME (LOSS) | $ 18,621 | $ (58,134) | $ (43,779) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment, net of tax | (106) | (424) | 125 |
Available for sale investments: | |||
Unrealized (loss)/gain on available for sale securities, net of taxes | (395) | 1 | (1) |
COMPREHENSIVE INCOME (LOSS) | 18,120 | (58,557) | (43,655) |
Less: comprehensive loss attributable to noncontrolling interest | 14,951 | 11,143 | 7,367 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS BEFORE PREFERRED STOCK DIVIDEND | 33,071 | (47,414) | (36,288) |
Preferred stock dividend | 0 | (415) | (87) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS | $ 33,071 | $ (47,829) | $ (36,375) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Shares [Member] | Preferred Shares [Member]Asterias Biotherapeutics [Member] | Preferred Shares [Member]OncoCyte [Member] | Common Shares [Member] | Common Shares [Member]Asterias Biotherapeutics [Member] | Common Shares [Member]OncoCyte [Member] | Treasury Shares [Member] | Treasury Shares [Member]Asterias Biotherapeutics [Member] | Treasury Shares [Member]OncoCyte [Member] | Contributed Capital [Member] | Contributed Capital [Member]Asterias Biotherapeutics [Member] | Contributed Capital [Member]OncoCyte [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Asterias Biotherapeutics [Member] | Accumulated Deficit [Member]OncoCyte [Member] | Non-controlling Interest [Member] | Non-controlling Interest [Member]Asterias Biotherapeutics [Member] | Non-controlling Interest [Member]OncoCyte [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Accumulated Other Comprehensive Income/(Loss) [Member]Asterias Biotherapeutics [Member] | Accumulated Other Comprehensive Income/(Loss) [Member]OncoCyte [Member] | Total | Asterias Biotherapeutics [Member] | OncoCyte [Member] |
BALANCE at Dec. 31, 2013 | $ 0 | $ 203,456 | $ (43,034) | $ 94 | $ (145,778) | $ 27,461 | $ 62 | $ 42,261 | ||||||||||||||||
BALANCE (in shares) at Dec. 31, 2013 | 0 | 67,412,000 | (10,698,000) | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Sale of common shares, net of fees paid and amortized | $ 0 | $ 43,827 | $ 0 | 0 | 0 | 0 | 0 | 43,827 | ||||||||||||||||
Sale of common shares, net of fees paid and amortized (in shares) | 0 | 14,173,000 | 0 | |||||||||||||||||||||
Exercise of options | $ 0 | $ 1,192 | $ 0 | 0 | 0 | 0 | 0 | 1,192 | ||||||||||||||||
Exercise of options (in shares) | 0 | 2,060,000 | 0 | |||||||||||||||||||||
Shares retired as part of exercise of options | $ 0 | $ (973) | $ 0 | 0 | 0 | 0 | 0 | (973) | ||||||||||||||||
Shares retired as part of exercise of options (in shares) | 0 | (367,000) | 0 | |||||||||||||||||||||
Shares retired to pay for employee's taxes | $ 0 | $ (415) | $ 0 | 0 | 0 | 0 | 0 | (415) | ||||||||||||||||
Shares retired to pay for employee's taxes (in shares) | 0 | (156,000) | 0 | |||||||||||||||||||||
Tax liability on treasury shares sold by Asterias | $ 0 | $ (3,611) | $ 0 | 0 | 0 | 0 | 0 | (3,611) | ||||||||||||||||
Stock options granted for compensation | 0 | 2,409 | 0 | 0 | 0 | 0 | 0 | 2,409 | ||||||||||||||||
Stock options granted for compensation in subsidiaries | 0 | 0 | 0 | 0 | 0 | 1,808 | 0 | 1,808 | ||||||||||||||||
Restricted stock granted for compensation | 0 | 0 | 0 | 0 | 0 | 234 | 0 | 234 | ||||||||||||||||
Subsidiary warrants issued to outside investors as part of sale of treasury stock | 0 | 0 | 0 | 0 | 0 | 3,184 | 0 | 3,184 | ||||||||||||||||
Sale of treasury stock | $ 0 | $ (11,042) | $ 23,144 | 0 | 0 | 0 | 0 | 12,102 | ||||||||||||||||
Sale of treasury stock (in shares) | 0 | 0 | 5,804,000 | |||||||||||||||||||||
Sale of preferred stock | $ 3,500 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 3,500 | ||||||||||||||||
Sale of preferred stock (in shares) | 70,000 | 0 | 0 | |||||||||||||||||||||
Dividends on preferred stock | $ 0 | $ 0 | $ 0 | (87) | 0 | 0 | 0 | (87) | ||||||||||||||||
Outside investment in subsidiary with cash | 0 | 0 | 0 | 0 | 0 | 939 | 0 | 939 | ||||||||||||||||
Exercise of subsidiary options | 0 | 0 | 0 | 0 | 0 | 8 | 0 | 8 | ||||||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 | 0 | 125 | 125 | ||||||||||||||||
Unrealized loss on available-for-sale securities | 0 | 0 | 0 | 0 | 0 | 0 | (1) | (1) | ||||||||||||||||
NET INCOME (LOSS) | 0 | 0 | 0 | 0 | (36,412) | (7,367) | 0 | (43,779) | ||||||||||||||||
BALANCE at Dec. 31, 2014 | $ 3,500 | $ 234,843 | $ (19,890) | 7 | (182,190) | 26,267 | 186 | 62,723 | ||||||||||||||||
BALANCE (in shares) at Dec. 31, 2014 | 70,000 | 83,122,000 | (4,894,000) | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Sale of common shares, net of fees paid and amortized | $ 0 | $ 33,897 | $ 0 | 0 | 0 | 0 | 0 | 33,897 | ||||||||||||||||
Sale of common shares, net of fees paid and amortized (in shares) | 0 | 10,738,000 | 0 | |||||||||||||||||||||
Exercise of options | $ 0 | $ 621 | $ 0 | 0 | 0 | 0 | 0 | 621 | ||||||||||||||||
Exercise of options (in shares) | 0 | 155,000 | 0 | |||||||||||||||||||||
Shares retired as part of exercise of options | 0 | |||||||||||||||||||||||
Warrants exercised | $ 0 | $ 19 | $ 0 | 0 | 0 | 0 | 0 | 19 | ||||||||||||||||
Warrants exercised (in shares) | 0 | 4,000 | 0 | |||||||||||||||||||||
Stock options granted for compensation | $ 0 | $ 2,003 | $ 0 | 0 | 0 | 0 | 0 | 2,003 | ||||||||||||||||
Stock options granted for compensation in subsidiaries | 0 | 0 | 0 | 0 | 0 | 8,223 | 0 | 8,223 | ||||||||||||||||
Restricted stock granted for compensation | 0 | 0 | 0 | 0 | 0 | 822 | 0 | 822 | ||||||||||||||||
Dividend in kind | 0 | 0 | 0 | 0 | (712) | 712 | 0 | 0 | ||||||||||||||||
Subsidiary shares retired to pay for employee's taxes | 0 | 0 | 0 | 0 | 0 | (98) | 0 | (98) | ||||||||||||||||
Subsidiary warrants exercised | 0 | 0 | 0 | 0 | 0 | 11,700 | 0 | 11,700 | ||||||||||||||||
Contingently issuable subsidiary warrants | 0 | 0 | 0 | 0 | 0 | 65 | 0 | 65 | ||||||||||||||||
Sale of treasury stock | $ 0 | $ (496) | $ 1,857 | 0 | 0 | 0 | 0 | 1,361 | ||||||||||||||||
Sale of treasury stock (in shares) | 0 | 0 | 421,000 | |||||||||||||||||||||
Conversion of preferred stock to common stock | $ (3,500) | $ 3,500 | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||
Conversion of preferred stock to common stock (in shares) | (70,000) | 875,000 | 0 | |||||||||||||||||||||
Dividends on preferred stock | $ 0 | $ (408) | $ 0 | (7) | 0 | 0 | 0 | (415) | ||||||||||||||||
Subsidiary shares issued in lieu of cash for services received | 0 | 0 | 0 | 0 | 0 | 486 | 0 | 486 | ||||||||||||||||
Outside investment in subsidiary with cash | 0 | 0 | 0 | 0 | 0 | 3,918 | 0 | 3,918 | ||||||||||||||||
Sale of subsidiary shares at- the- market, net of fees paid and amortized | 0 | 0 | 0 | 0 | 0 | 9,646 | 0 | 9,646 | ||||||||||||||||
Exercise of subsidiary options | 0 | 0 | 0 | 0 | 0 | 33 | 0 | 33 | ||||||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 | 0 | (424) | (424) | ||||||||||||||||
Unrealized loss on available-for-sale securities | 0 | 0 | 0 | 0 | 0 | 0 | 1 | 1 | ||||||||||||||||
NET INCOME (LOSS) | 0 | 0 | 0 | 0 | (46,991) | (11,143) | 0 | (58,134) | ||||||||||||||||
BALANCE at Dec. 31, 2015 | $ 0 | $ 273,979 | $ (18,033) | 0 | (229,893) | 50,631 | (237) | $ 76,447 | ||||||||||||||||
BALANCE (in shares) at Dec. 31, 2015 | 0 | 94,894,000 | (4,473,000) | 90,421,554 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Sale of common shares, net of fees paid and amortized | $ 0 | $ 18,606 | $ 0 | 0 | 0 | 0 | 0 | $ 18,606 | ||||||||||||||||
Sale of common shares, net of fees paid and amortized (in shares) | 0 | 8,420,000 | 0 | |||||||||||||||||||||
Common shares issued for executive bonus in lieu of cash | $ 0 | $ 200 | $ 0 | 0 | 0 | 0 | 0 | 200 | ||||||||||||||||
Common shares issued for executive bonus in lieu of cash (in shares) | 0 | 68,000 | 0 | |||||||||||||||||||||
Common shares issued for consulting services in lieu of cash | $ 0 | $ 40 | $ 0 | 0 | 0 | 0 | 0 | 40 | ||||||||||||||||
Common shares issued for consulting services in lieu of cash (in shares) | 0 | 14,000 | 0 | |||||||||||||||||||||
Stock options granted for compensation | $ 0 | $ 2,731 | $ 0 | 0 | 0 | 0 | 0 | 2,731 | ||||||||||||||||
Stock options granted for compensation in subsidiaries | 0 | 0 | 0 | 0 | 0 | 5,220 | 0 | 5,220 | ||||||||||||||||
Dividends on preferred stock | 0 | |||||||||||||||||||||||
Deconsolidation of Asterias | $ 0 | $ 0 | $ 15,142 | 0 | 0 | (21,752) | 0 | (6,610) | ||||||||||||||||
Deconsolidation of Asterias (in shares) | 0 | 0 | 3,853,000 | |||||||||||||||||||||
Subsidiary financing transactions with noncontrolling interests | $ 0 | $ 0 | $ 18,310 | $ 4,012 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (18,310) | $ (4,012) | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||
Distribution of Asterias warrants to its shareholders other than BioTime | $ 0 | $ 0 | $ 0 | 0 | 0 | 3,125 | 0 | 3,125 | ||||||||||||||||
Exercise of subsidiary options | 0 | 0 | 0 | 0 | 0 | 2,151 | 0 | 2,151 | ||||||||||||||||
Sale of common shares and warrants by OncoCyte, net of financing fees | 0 | 0 | 0 | 0 | 0 | 9,777 | 0 | 9,777 | ||||||||||||||||
Beneficial conversion feature on convertible debt issued to Cell Cure's noncontrolling interests | 0 | 0 | 0 | 0 | 0 | 701 | 0 | 701 | ||||||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 | 0 | (106) | (106) | ||||||||||||||||
Unrealized loss on available-for-sale securities | 0 | 0 | 0 | 0 | 0 | 0 | (395) | (395) | ||||||||||||||||
NET INCOME (LOSS) | 0 | 0 | 0 | 0 | 33,572 | (14,951) | 0 | 18,621 | ||||||||||||||||
BALANCE at Dec. 31, 2016 | $ 0 | $ 317,878 | $ (2,891) | $ 0 | $ (196,321) | $ 12,580 | $ (738) | $ 130,508 | ||||||||||||||||
BALANCE (in shares) at Dec. 31, 2016 | 0 | 103,396,000 | (620,000) | 102,776,539 | 21,700,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) attributable to BioTime, Inc. | $ 33,572 | $ (46,991) | $ (36,412) |
Net loss allocable to non-controlling interest | (14,951) | (11,143) | (7,367) |
Adjustments to reconcile net income (loss) attributable to BioTime, Inc. to net cash used in operating activities: | |||
Gain on deconsolidation of Asterias (Note 3) | (49,048) | 0 | 0 |
Unrealized gain on equity method investment in Asterias at fair value | (34,361) | 0 | 0 |
BioTime's share of losses and impairment of Ascendance | 4,671 | 35 | 0 |
Gain on sale of assets | 0 | (3,694) | 0 |
Depreciation expense, including amortization of leasehold improvements | 1,180 | 1,078 | 1,051 |
Amortization of intangible assets | 3,577 | 5,256 | 7,360 |
Amortization of deferred grant income | 1,496 | 0 | 0 |
Amortization of deferred consulting fees | 0 | 0 | 19 |
Amortization of deferred license fees | 113 | 114 | 110 |
Amortization of deferred license, royalty and subscription revenues | (308) | 102 | (1) |
Amortization of prepaid rent in common stock | 0 | 63 | 85 |
Stock-based compensation | 7,951 | 11,050 | 4,455 |
Subsidiary shareholder expense for subsidiary warrants | 3,125 | 0 | 0 |
Subsidiary common stock issued in lieu of cash for services | 0 | 486 | 0 |
Amortization of discount on related party convertible debt | 448 | 245 | 56 |
Bad debt expense | 950 | 0 | (16) |
Deferred income tax benefit | 0 | (4,516) | (7,376) |
Other | 0 | 66 | 9 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (39) | (248) | (74) |
Grant receivable | 226 | 168 | 11 |
Inventory | 0 | (75) | (87) |
Prepaid expenses and other current assets | (1,115) | (1,458) | (86) |
Other long-term assets | 0 | (100) | 0 |
Accounts payable and accrued liabilities | 12 | 1,673 | (470) |
Accrued interest on related party convertible debt | 0 | 19 | 4 |
Other long-term liabilities | (56) | (20) | (160) |
Deferred grant income | 0 | 2,513 | 0 |
Deferred rent liabilities | 99 | 61 | 61 |
Deferred revenues | 132 | 772 | (26) |
Net cash used in operating activities | (42,326) | (44,544) | (38,854) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Deconsolidation of cash and cash equivalents of Asterias | (8,376) | 0 | 0 |
Purchase of property and equipment | (2,248) | (1,241) | (483) |
Payments on construction in progress | (278) | (4,093) | (219) |
Purchase of foreign available-for-sale securities | 0 | (748) | 0 |
Payment for Ascendance equity method investment | 0 | (500) | 0 |
Proceeds from the sale of equipment | 0 | 0 | 9 |
Security deposit paid, net | 13 | (859) | (315) |
Net cash used in investing activities | (10,889) | (7,441) | (1,008) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercises of stock options | 0 | 621 | 219 |
Proceeds from sale of preferred stock | 0 | 0 | 3,500 |
Proceeds from issuance of common shares | 20,125 | 34,123 | 44,150 |
Fees paid on sale of common shares | (1,515) | 0 | (323) |
Proceeds from exercise of warrants | 0 | 20 | 0 |
Proceeds from exercise of subsidiary stock options | 2,151 | 33 | 8 |
Proceeds from sale of treasury shares | 0 | 1,347 | 0 |
Proceeds from exercise of subsidiary warrants | 0 | 11,700 | 0 |
Proceeds from sale of treasury shares and issuance of subsidiary warrants | 0 | 0 | 15,156 |
Proceeds from sale of subsidiary common shares | 171 | 13,639 | 468 |
Fees paid on sale of subsidiary common shares | (106) | (693) | 0 |
Reimbursement from landlord on construction in progress | 567 | 3,789 | 0 |
Proceeds from issuance of related party convertible debt | 1,757 | 255 | 471 |
Proceeds for the sale of common shares and warrants of subsidiary | 10,550 | 0 | 0 |
Fees paid on sale of common shares and warrants of subsidiary | (773) | 0 | 0 |
Repayment of capital lease obligation | (145) | (59) | (26) |
Net cash provided by financing activities | 32,782 | 64,775 | 63,623 |
Effect of exchange rate changes on cash and cash equivalents | 292 | (48) | 230 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (20,141) | 12,742 | 23,991 |
CASH AND CASH EQUIVALENTS: | |||
At beginning of year | 42,229 | 29,487 | 5,496 |
At end of year | 22,088 | 42,229 | 29,487 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid during year for interest | 94 | 119 | 91 |
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES : | |||
Employee options exercised with common stock | 0 | 973 | |
Capital expenditure funded by capital lease borrowing | 626 | 34 | 115 |
Construction in progress in accounts payable and accrued expenses | 524 | 186 | |
Landlord receivable | (567) | (378) | |
Lease liability | 1,385 | 4,400 | 378 |
Conversion of preferred stock to common stock | 0 | 3,500 | 0 |
Promissory notes in exchange of preferred share dividends | 0 | 363 | 0 |
Common stock issued in lieu of cash for bonus and services | 240 | 0 | 0 |
Equity method investment in Ascendance in exchange for assets | $ 0 | $ 4,706 | $ 0 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Liquidity | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Basis of Presentation and Liquidity [Abstract] | |
Organization, Basis of Presentation and Liquidity | 1. Organization, Basis of Presentation and Liquidity General – HyStem ® BioTime also has significant equity holdings in two publicly traded companies, Asterias Biotherapeutics, Inc. ("AST") and OncoCyte Corporation ("OCX"), which BioTime founded and, until recently, were majority-owned and consolidated subsidiaries. Asterias (NYSE MKT: AST) is presently focused on advancing three clinical-stage programs that have the potential to address areas of high unmet medical need in the fields of neurology (spinal cord injury) and oncology (acute myeloid leukemia and lung cancer). OncoCyte (NYSE MKT: OCX) is developing confirmatory diagnostic tests for lung cancer, breast cancer, and bladder cancer utilizing novel liquid biopsy technology. BioTime is also enabling early-stage programs in other new technologies through its own research programs as well as through other subsidiaries or affiliates. As further discussed in Notes 3 and 4, effective May 13, 2016, BioTime deconsolidated Asterias financial statements and results of operations due to the decrease in BioTime’s percentage ownership in Asterias from 57.1% to 48.7% as a result of Asterias’ public offering of its common stock to raise capital for its operations (the “Asterias Deconsolidation”) , BioTime has accounted for the Asterias common stock it holds using the equity method of accounting at fair value. As further discussed in Note 16, on February 17, 2017, BioTime’s ownership of OncoCyte declined below 50% and BioTime deconsolidated the financial statements of OncoCyte from its consolidated financial statements. Beginning on February 17, 2017, BioTime will account for OncoCyte using the equity method of accounting at fair value. Use of estimates - aluing investments in nonconsolidated investees using the equity method, Principles of consolidation Subsidiary Field of Business BioTime Ownership Country Cell Cure Neurosciences Ltd. Products to treat age-related macular degeneration 62.5% (1) Israel ES Cell International Pte. Ltd. Stem cell products for research, including clinical grade cell lines produced under cGMP 100% Singapore LifeMap Sciences, Inc. Biomedical, gene, disease, and stem cell databases and tools 77.9% USA LifeMap Sciences, Ltd. Biomedical, gene, disease, and stem cell databases and tools (2) Israel LifeMap Solutions, Inc. Mobile health software (2) USA OncoCyte Corporation (3) Cancer diagnostics 51.1% USA OrthoCyte Corporation Developing bone grafting products for orthopedic diseases and injuries 100% USA ReCyte Therapeutics, Inc. Research and development involved in stem cell-derived endothelial and cardiovascular related progenitor cells for the treatment of vascular disorders, ischemic conditions and brown adipocytes for type-2 diabetes and obesity 94.8% USA (1) Includes shares owned by BioTime and ES Cell International Pte. Ltd. (2) LifeMap Sciences, Ltd. and LifeMap Solutions, Inc. are wholly-owned subsidiaries of LifeMap Sciences, Inc. (3) See Note 16. Beginning February 17, 2017, BioTime deconsolidated OncoCyte and OncoCyte is no longer a subsidiary of BioTime as of that date. All material intercompany accounts and transactions have been eliminated in consolidation. As of December 31, 2016, BioTime consolidated ReCyte Therapeutics, Inc. (“ReCyte”), OncoCyte, OrthoCyte Corporation (“OrthoCyte”), ES Cell International Pte. Ltd. (“ESI”), Cell Cure Neurosciences Ltd (“Cell Cure”), BioTime Asia, Limited (“BioTime Asia”), LifeMap Sciences, Inc. (“LifeMap Sciences”), LifeMap Sciences, Ltd., and LifeMap Solutions, Inc. (“LifeMap Solutions”) as BioTime has the ability to control their operating and financial decisions and policies through its ownership, and the noncontrolling interest is reflected as a separate element of shareholders’ equity on BioTime’s consolidated balance sheets. Liquidity – Since inception, BioTime has incurred significant operating losses and has funded its operations primarily through the issuance of equity securities, payments from research grants, royalties from product sales and sales of research products and services. At December 31, 2016, BioTime had an accumulated deficit of approximately $196 million, working capital of $17 million and shareholders’ equity of $131 million. BioTime has evaluated its projected cash flows and believes that its cash, cash equivalents, and available for sale securities of $12.5 million (not including cash held by OncoCyte) as of December 31, 2016, and the net proceeds of $18.7 million raised in the underwritten public offering on February 15, 2017 (see Note 16), provide sufficient cash, cash equivalents, and working capital to carry out BioTime’s current operations through at least twelve months from the issuance date of the consolidated financial statements included herein. BioTime’s projected cash flows are subject to various risks and uncertainties. For example, clinical trials being conducted by Cell Cure will be funded in part with funds from grants and not from cash on hand. If Cell Cure were to lose its grant funding or BioTime is unable to continue to provide working capital to Cell Cure, or both, it may be required to delay, postpone, or cancel its clinical trials or limit the number of clinical trial sites, or otherwise reduce or curtail its operations unless it is able to obtain adequate financing from another source that could be used for its clinical trial. The unavailability or inadequacy of financing to meet future capital needs could force BioTime to modify, curtail, delay, or suspend some or all aspects of its planned operations. BioTime’s determination as to when it will seek new financing and the amount of financing that it will need will be based on BioTime’s evaluation of the progress its makes in its research and development programs, any changes to the scope and focus of those programs, and projection of future costs, revenues, and rates of expenditure. BioTime cannot assure that adequate financing will be available on favorable terms, if at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Going concern assessment – Revenue recognition Accounting Standards Codification Cash and cash equivalents – BioTime considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2016 and 2015, BioTime had $16.8 million and $35.5 million in money market funds, respectively, considered to be cash equivalents. Restricted cash Trade accounts and grants receivable, net – Concentrations of credit risk Fair Value Measurements Fair Value Measurements and Disclosures · Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2 – Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. · Level 3 – Inputs to the valuation methodology are unobservable; that reflect management’s own assumptions about the assumptions market participants would make and significant to the fair value. In determining fair value, BioTime utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. For the periods presented, BioTime has no financial assets or liabilities recorded at fair value on a recurring basis, except for cash and cash equivalents consisting of money market funds, shares BioTime holds in Asterias and the available-for-sale securities described below. These assets are measured at fair value using the applicable period-end quoted market prices as a Level 1 input. The fair value of BioTime’s assets and liabilities, which qualify as financial instruments under FASB guidance regarding disclosures about fair value of financial instruments, approximate the carrying amounts presented in the accompanying consolidated balance sheets. The carrying amounts of accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate fair values because of the short-term nature of these items. Equity method accounting for Asterias, at fair value As further discussed in Note 4, effective May 13, 2016, BioTime owned approximately 49% of the outstanding common stock of Asterias and has elected to account for its Asterias shares at fair value using the equity method of accounting because since that date BioTime has not had control of Asterias, as defined by GAAP, but continues to exercise significant influence over Asterias. Under the fair value method, BioTime’s Asterias shares are marked to market using the closing price of Asterias common stock on the NYSE MKT multiplied by the number of shares of Asterias held by BioTime, with changes in the fair value of the Asterias shares included in other income/expenses, net, in the condensed consolidated statements of operations. The Asterias shares are considered a Level 1 asset as defined by ASC 820. Available for sale securities in foreign investments Investments – Debt and Equity Securities Property, plant and equipment, net Long-lived intangible assets Impairment of long-lived assets – Treasury stock – Accounting for warrants – Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock Investments in Common Stock of Privately Held Companies – Investments – Equity Method and Joint Ventures BioTime initially records equity method investments at fair value on the date of the acquisition with subsequent adjustments to the investment balance based on BioTime’s share of earnings or losses from the investment included in other income or expenses, net, on the consolidated statements of operations. The equity method investment balance is shown in noncurrent assets on the consolidated balance sheets. BioTime reviews investments accounted for under the equity method for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be fully recoverable. If a determination is made that an “other-than-temporary” impairment exists, BioTime writes down its investment to fair value. Based on an evaluation and continuing losses and negative cash flows generated from the Ascendance investment, including uncertainty as to Ascendance’s ability to raise sufficient financing, BioTime determined that an other-than-temporary impairment existed on its equity method investment in Ascendance as of December 31, 2016, and BioTime wrote down the entire remaining $3.5 million carrying value of that investment included in other income and expenses, net. Cost of sales Reclassifications – Research and development – General and administrative Foreign currency translation and other comprehensive loss, foreign currency transaction gains and losses – For transactions denominated in other than the functional currency of BioTime, transactional gains and losses are recorded in other income and expense, net, included in the consolidated statements of operations. Foreign currency transaction gains and losses were not material for all periods presented. Income taxes – BioTime accounts for income taxes in accordance with ASC 740, Income Taxes , which prescribe the use of the asset and liability method, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. ASC 740 guidance also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more-likely-than-not sustainable upon examination by taxing authorities. BioTime files a U.S. federal income tax return as well as various state and foreign income tax returns. BioTime’s judgments regarding future taxable income may change over time due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. Certain majority-owned subsidiaries that BioTime consolidates under GAAP file their own, standalone federal income tax returns as those subsidiaries are not considered consolidated under federal income tax regulations, and accordingly, BioTime and those subsidiaries may not use each other’s tax attributes. If BioTime assumptions, and consequently the estimates, change in the future with respect to BioTime’s own deferred tax assets and liabilities, the valuation allowance may be increased or decreased, which may have a material impact on BioTime’s consolidated financial statements. For California, Asterias’ activities were included in BioTime’s combined tax return through May 12, 2016. Beginning May 13, 2016, Asterias will file its own separate California income tax return (see Note 3) BioTime recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense, however, no amounts were accrued for the payment of interest and penalties as of December 31, 2016 and 2015. In general, BioTime is no longer subject to tax examination by major taxing authorities for years before 2012. Although the statute is closed for purposes of assessing additional income and tax in those years, the taxing authorities may still make adjustments to the net operating loss and credit carryforwards used in open years. Therefore, the statute should be considered open as it relates to the net operating loss and credit carryforwards. Any potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, state and local and foreign tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next year. As further discussed in Note 12, BioTime adopted early the provisions of Accounting Standards Update, ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , on a retrospective basis and due to the full valuation allowance on its deferred tax assets for all periods presented. The adoption did not have any impact on the consolidated financial statements. Stock-based compensation – As further disclosed in Note 10, certain of BioTime’s privately-held consolidated subsidiaries have their own share-based compensation plans. For share-based compensation awards granted by those privately-held consolidated subsidiaries under their respective equity plans, BioTime determines the expected stock price volatility using historical prices of comparable public company common stock for a period equal to the expected term of the options. The expected term of privately-held subsidiary options is based upon the “simplified method” provided under Staff Accounting Bulletin, Topic 14 , or SAB Topic 14. Although the fair value of employee stock options is determined in accordance with FASB guidance, changes in the assumptions can materially affect the estimated value and therefore the amount of compensation expense recognized in the consolidated financial statements. Net income or loss per share The primary components of weighted average shares of potentially dilutive common shares used to compute diluted net income per common share for the year ended December 31, 2016, were approximately 2,030,000 BioTime common shares held by Asterias and OncoCyte (see Note 10), and approximately 206,000 restricted stock units and outstanding stock options. Outstanding warrants to purchase 9.4 million BioTime common shares were excluded from potentially dilutive common shares because the exercise price of the warrants exceeded the average closing price of BioTime common shares for the year ended December 31, 2016. For the years ended December 31, 2015 and 2014, b Diluted net loss per share for year ended December 31, 2015 excludes any effect from 4,472,586 treasury shares, 5,194,313 stock options and 10,109,860 common share purchase warrants outstanding, and for the year ended December 31, 2014 excludes 4,893,942 treasury shares, 3,974,326 stock options and 9,194,679 common share purchase warrants outstanding, because the inclusion would be antidilutive. Recently Issued Accounting Pronouncements In December 2016, FASB issued Accounting Standards Update, ASU, 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” (“ASU 2016-20”) which amends narrow aspects of accounting standard ASU 2014-09 “Revenue from Contracts with Customers (Topic 606).” ASU-2016-20 is effective for periods beginning after December 15, 2017. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgments and estimates may be required in the revenue recognition process than are required under existing GAAP. The revised revenue standard is effective for public entities for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). BioTime has completed an initial assessment of the new revenue recognition standard under Topic 606, which will be effective for BioTime beginning on January 1, 2018, and BioTime will be working on an implementation plan to evaluate the accounting and disclosure requirements under the new standard. Based on the work performed to date, BioTime does not expect adoption of the new standard to have a material impact on the consolidated financial statements. BioTime has not finalized its transition method for adoption. In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification of awards on the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. BioTime is currently evaluating the impact the adoption of ASU 2016-09 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which requires lessees to recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The update is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period. Early adoption is permitted. BioTime is currently evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. |
Deconsolidation of Asterias
Deconsolidation of Asterias | 12 Months Ended |
Dec. 31, 2016 | |
Deconsolidation of Asterias [Abstract] | |
Deconsolidation of Asterias | 3. On May 13, 2016, Asterias completed the sale of 5,147,059 shares of its common stock and warrants to purchase 2,959,559 shares of its common stock, through an underwritten public offering (the “Asterias Offering”). Asterias received approximately $16.2 million in net proceeds from the Asterias Offering, after deduction of underwriting discounts, commissions and other expenses of the Asterias Offering. As a result of the sale of Asterias common stock in the Asterias Offering and the issuance of 708,333 shares of Asterias common stock upon the exercise of certain stock options by a former Asterias executive, as of May 13, 2016, BioTime’s percentage ownership of the outstanding common stock of Asterias declined to 48.7%. ccordingly, BioTime has deconsolidated Asterias financial statements and results of operations from BioTime (the “Asterias Deconsolidation”), effective May 13, 2016, in accordance with ASC, 810-10-40-4(c), Consolidation . Beginning on May 13, 2016, BioTime is accounting for the retained non-controlling interest in Asterias under the equity method of accounting and has elected the fair value option under ASC 825-10, Financial Instruments . In connection with the Asterias Deconsolidation and in accordance with ASC 810-10-40-5, BioTime recorded a gain on deconsolidation of $49.0 million during the year December 31, 2016 included in other income and expenses, net, in the consolidated statements of operations. BioTime held 21.7 million shares of Asterias common stock, or approximately 46% of Asterias outstanding common stock as of December 31, 2016. |
Equity Method of Accounting for
Equity Method of Accounting for Common Stock of Asterias, at fair value | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Accounting for Common Stock of Asterias, at fair value [Abstract] | |
Equity Method of Accounting for Common Stock of Asterias, at fair value | 4. Equity Method of Accounting for Common Stock of Asterias, at fair value BioTime elected to account for its 21.7 million shares of Asterias common stock The condensed results of operations and condensed balance sheet information of Asterias are summarized below (in thousands): For the Year Ended December 31, 2016 (1) Condensed Statements of Operations (1) Total revenue $ 6,954 Gross profit 6,826 Loss from operations (34,123 ) Net loss $ (35,038 ) December 31, 2016 December 31, 2015 Condensed Balance Sheet information (2) : Current assets $ 36,990 $ 29,789 Noncurrent assets 24,020 27,445 $ 61,010 $ 57,234 Current liabilities $ 6,051 $ 4,980 Noncurrent liabilities 12,930 7,155 Stockholders’ equity 42,029 45,099 $ 61,010 $ 57,234 (1) Asterias results of operations for the period from January 1, 2016 through May 12, 2016, the date immediately preceding the Asterias Deconsolidation, are included in the consolidated results of operations of BioTime for the year ended December 31, 2016 shown in the table below. (2) The condensed balance sheet information of Asterias as of December 31, 2016, provided for informational and comparative purposes only, was not included in BioTime’s consolidated balance sheet at December 31, 2016 due to the Asterias Deconsolidation on May 13, 2016. The condensed balance sheet information of Asterias as of December 31, 2015, included in the table above, was included in BioTime’s consolidated balance sheet at December 31, 2015, after intercompany eliminations. The following table summarizes Asterias results of operations that are included in BioTime’s consolidated results of operations, after intercompany eliminations, for the period from January 1, 2016 through May 12, 2016, the date immediately preceding the Asterias Deconsolidation, and for the years ended December 31, 2015 and 2014 (in thousands). For the Period January 1, 2016 through May 12, 2016 Year Ended December 31, 2015 Year Ended December 31, 2014 Total revenue $ 2,354 $ 3,582 $ 1,224 Gross profit 2,301 3,314 1,129 Loss from operations (13,944 ) (21,908 ) (17,461 ) Net loss $ (13,113 ) $ (15,003 ) $ (10,097 ) |
Property, plant and equipment,
Property, plant and equipment, net | 12 Months Ended |
Dec. 31, 2016 | |
Property, plant and equipment, net [Abstract] | |
Property, plant and equipment, net | 5. Property, plant and equipment, net At December 31, 2016 and 2015, property, plant and equipment were comprised of the following (in thousands): December 31, 2016(1) 2015 Equipment, furniture and fixtures $ 4,718 $ 5,274 Leasehold improvements 3,791 5,623 Construction in progress - 93 Accumulated depreciation and amortization (2,980 ) (3,451 ) Property and equipment, net $ 5,529 $ 7,539 (1) Reflects the effect of the Asterias Deconsolidation. Property, plant and equipment at December 31, 2016 include $626,000 and $33,800 financed by capital lease borrowings in 2016 and 2015, respectively. Depreciation and amortization expense amounted to $1.2 million, 1.1 million and $1.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. Leasehold improvements Leasehold improvements of approximately $1.6 million was transferred to property, plant and equipment as of June 1, 2016 when BioTime completed construction of leasehold improvements at its new Alameda facility (see Note 5). Under the terms of the lease agreement, the landlord provided BioTime with an initial tenant improvement allowance of up to $1.4 million, which BioTime utilized entirely to construct a research and development laboratory, a diagnostic testing laboratory, and a small production facility that can be used to manufacture small cell banks and clinical materials for clinical studies. Additional leasehold improvements of approximately $200,000 paid by BioTime were not reimbursable by the landlord. The tenant improvements will be amortized over the shorter of the useful life of the assets or the lease term. |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2016 | |
Intangible assets, net [Abstract] | |
Intangible assets, net | 6. Intangible assets, net At December 31, 2016 and 2015, intangible assets, primarily consisting of acquired patents and accumulated amortization were as follows (in thousands): December 31, 2016 (1) 2015 Intangible assets $ 25,703 $ 52,563 Accumulated amortization (15,497 ) (18,971 ) Intangible assets, net $ 10,206 $ 33,592 (1) Reflects the effect of the Asterias Deconsolidation. BioTime amortizes its intangible assets over an estimated period of 10 years on a straight-line basis. BioTime recognized $3.6 million, $5.3 million and $7.4 million in amortization expense of intangible assets during the years ended December 31, 2016, 2015 and 2014, respectively. Amortization of intangible assets for periods subsequent to December 31, 2016 is as follows (in thousands): Year Ended December 31, Amortization Expense 2017 $ 2,570 2018 2,570 2019 2,571 2020 1,794 2021 537 Thereafter 164 Total $ 10,206 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities | 7. Accounts Payable and Accrued Liabilities At December 31, 2016 and 2015, accounts payable and accrued liabilities consist of the following (in thousands): December 31, 2016 (1) 2015 Accounts payable $ 1,593 $ 2,798 Accrued expenses 3,212 5,021 Accrued payroll and bonus 1,904 1,126 Other current liabilities 435 432 Total $ 7,144 $ 9,377 (1) Reflects the effect of the Asterias Deconsolidation. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions BioTime currently pays $5,050 per month for the use of approximately 900 square feet of office space in New York City, which is made available to BioTime on a month-by-month basis by one of its directors at an amount that approximates his cost. During the year ended December 31, 2016, Cell Cure issued certain convertible promissory notes (the “Convertible Debt”) to a Cell Cure shareholder other than BioTime in the principal amount of $1,757,000. In April and November 2015, Cell Cure issued Convertible Debt to a Cell Cure shareholder other than BioTime in the principal amount of $188,000 and $66,000, respectively. In July and September 2014, Cell Cure issued Convertible Debt to two Cell Cure shareholders other than BioTime in the principal amount of $471,000. One of the Cell Cure shareholders who acquired Convertible Debt is considered a related party. The functional currency of Cell Cure is the Israeli New Shekel however the Convertible Debt is payable in United States dollars. The Convertible Debt bears a stated interest rate of 3% per annum. The total outstanding principal balance of the Convertible Debt, with accrued interest, is due and payable on various maturity dates in July and September 2017, and in February and April 2019. The outstanding principal balance of the Convertible Debt with accrued interest is convertible into Cell Cure ordinary shares at a fixed conversion price of $20.00 per share, at the election of the holder, at any time prior to maturity. Any conversion of the Convertible Debt must be settled with Cell Cure ordinary shares and not with cash. The conversion feature of the Convertible Debt issued is not accounted for as an embedded derivative under the provisions of ASC 815, Derivatives and Hedging Debt with Conversion and Other Options . At December 31, 2016, the carrying value of the Convertible Debt was $1,865,000, comprised of principal and accrued interest of $2,544,000, net of unamortized debt discount of $679,000. As of December 31, 2015, the carrying value of the Convertible Debt was $324,000, comprised of principal and accrued interest of $748,000, net of unamortized debt discount of $424,000. At December 31, 2016, total accounts receivable from affiliates from shared services amounted to $511,000. In January 2016 and May 2016, certain BioTime board members invested in Ascendance as individual investors in Ascendance (see Note 2). |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 9. Shareholders’ Equity Preferred Shares BioTime is authorized to issue 2,000,000 shares of preferred stock. The preferred shares may be issued in one or more series as the board of directors may by resolution determine. The board of directors is authorized to fix the number of shares of any series of preferred shares and to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed on the preferred shares as a class, or upon any wholly unissued series of any preferred shares. The board of directors may, by resolution, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of preferred shares subsequent to the issue of shares of that series. As of December 31, 2016, no shares of preferred stock were issued or outstanding. Common Shares BioTime is authorized to issue 150,000,000 common shares with no par value. As of December 31, 2016, BioTime had 103,396,245 issued and 102,776,539 outstanding common shares. As of December 31, 2015, BioTime had 94,894,140 issued and 90,421,554 outstanding common shares. The difference of 619,706 and 4,472,586 common shares as of December 31, 2016 and 2015, respectively, is attributed to shares held by BioTime subsidiaries which are accounted for as treasury stock on the consolidated balance sheet. On June 16, 2016, BioTime sold 7,322,176 common shares in an underwritten public offering at a public offering price of $2.39 per share, for net proceeds of $16.4 million, after deducting underwriting discounts and commissions and other expenses. On July 5, 2016, BioTime issued an additional 1,098,326 common shares upon the full exercise of the over-allotment option by the underwriters for net proceeds of $2.2 million, after deducting underwriting discounts. On February 15, 2017, BioTime sold 7,453,704, shares of common stock in an underwritten public offering (see Note 16). Significant common share transactions during the year ended December 31, 2015 are as follows: · In September 2015, BioTime raised $8.6 million through the sale of 2,607,401 common shares at an offering price of $3.29 to three of its shareholders. · During October 2015, BioTime sold 6,530,612 common shares for $20.4 million in the aggregate to certain investment funds in Israel that hold shares of companies that are included within certain stock indexes of the TASE. The $3.13 purchase price per share was determined with reference to the closing price of BioTime common shares on the TASE on the date of sale. In addition, OncoCyte sold 246,356 BioTime common shares at the same price to one of the Israeli investment funds. · In October 2015, BioTime sold 1,600,000 common shares to a shareholder for $5.1 million. The $3.19 price of price per share was the closing price of the common shares on the NYSE MKT on October 1, 2015, the last trading day before BioTime and the shareholder entered into a purchase agreement for the sale of the shares. · On December 31, 2015, BioTime distributed 4.7 million shares of OncoCyte common stock to its shareholders, on a pro rata basis, accounted for as a dividend in kind. On this date, BioTime shareholders received one share of OncoCyte common stock for every twenty shares of BioTime common stock held. As a result of this distribution, BioTime recorded a reduction in the carrying value of its investment in OncoCyte with a corresponding increase to noncontrolling interests in OncoCyte in the amount of $712,000, representing the reduction in BioTime’s ownership in OncoCyte by 18.7% from 76.5% to 57.8%. BioTime continues to hold a controlling financial interest in OncoCyte. This distribution generated a taxable gain of approximately $7.4 million to BioTime, however BioTime had sufficient current year losses to offset the entire gain. See Note 10 for a summary of all option activity under the stock option plans of all subsidiaries for the years ended December 31, 2016 and 2015. Treasury Stock Certain BioTime subsidiaries hold BioTime common shares that the subsidiaries received from BioTime in exchange for capital stock in the subsidiaries. The BioTime common shares held by subsidiaries are treated as treasury stock by BioTime and BioTime does not recognize a gain or loss on the sale of those shares by its subsidiaries. As of December 31, 2016, all 619,706 shares of treasury stock were held by OncoCyte. Beginning on February 17, 2017, and in connection with the OncoCyte Deconsolidation, those treasury shares will be considered to be issued and outstanding BioTime common shares. BioTime Warrants BioTime has issued warrants to purchase its common shares. Activity related to warrants in 2016 and 2015 is presented in the table below (in thousands, except price per share): Number of Warrant Shares Per Share Exercise Price Weighted Average Exercise Price Outstanding, January 1, 2014 9,752 $ 5.00-10.00 $ 5.29 Exercised in 2014 (557 ) 10.00 10.00 Outstanding, December 31, 2014 9,195 $ 5.00 $ 5.00 Exercised in 2015 (4 ) 5.00 5.00 Warrant adjustment (1) 919 Outstanding, December 31, 2015 10,110 $ 4.55 $ 4.55 Expired in 2016 (715 ) 4.55 4.55 Outstanding, December 31, 2016 (2) 9,395 $ 4.55 $ 4.55 (1) The number of shares issuable upon the exercise of the warrants was adjusted as a result of the distribution of OncoCyte common stock to BioTime shareholders during December 2015. (2) The 9,394,862 outstanding warrants will expire, if unexercised, beginning June 5, 2018 through September 30, 2018. Issuance of common stock and warrants by OncoCyte On August 29, 2016, OncoCyte sold an aggregate of 3,246,153 immediately separable units, with each unit consisting of one share of OncoCyte common stock and one warrant to purchase one share of OncoCyte common stock (the “OncoCyte Offering Warrants”), at a price of $3.25 per unit (the “OncoCyte Offering”) for net proceeds of $9.8 million, after deducting underwriting discounts, commissions and other expenses. The sales were made pursuant to the terms and conditions of certain Purchase Agreements between OncoCyte and the purchasers in the OncoCyte Offering. The purchasers included certain OncoCyte existing shareholders other than BioTime. The OncoCyte Offering Warrants have an exercise price of $3.25 per OncoCyte share, and may be exercised for five years from October 17, 2016, the date the OncoCyte Warrants became exercisable. The OncoCyte Offering Warrants may be exercised on a net “cashless exercise” basis, meaning that the value of a portion of the OncoCyte Offering Warrant shares may be used to pay the exercise price (rather than payment in cash), in certain circumstances, including if a resale registration statement is not effective under the Securities Act when and as required by the Purchase Agreements. Under certain provisions of the OncoCyte Offering Warrants, in the event of a Fundamental Transaction, as defined in the OncoCyte Offering Warrants, OncoCyte will use reasonable best efforts for the acquirer, or any successor entity other than OncoCyte, to assume the OncoCyte Offering Warrants. If the acquirer does not assume the OncoCyte Offering Warrant obligations, then the acquirer shall pay the holders of OncoCyte Offering Warrants an amount equal to the aggregate value equal to the Black Scholes Value, as defined in the OncoCyte Offering Warrants. The payment of the Black Scholes Value shall be made in cash or such other consideration that the acquirer paid to the other OncoCyte shareholders in the Fundamental Transaction. OncoCyte is not required to net cash settle the OncoCyte Offering Warrants under any circumstance. OncoCyte considered the guidance in ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock As more fully discussed in Note 16, on February 17, 2017, certain of OncoCyte investors exercised 625,000 OncoCyte Offering Warrants which caused BioTime’s ownership of the outstanding OncoCyte common stock to decline below 50%. Transactions with Noncontrolling Interests of Asterias and OncoCyte BioTime accounts for a change in ownership interests in its subsidiaries that does not result in a change of control of the subsidiary by BioTime under the provisions of ASC 810-10-45-23, Consolidation Other Presentation Matters |
Stock Option Plans
Stock Option Plans | 12 Months Ended |
Dec. 31, 2016 | |
Stock Option Plans [Abstract] | |
Stock Option Plans | 10. Stock Option Plans During 2002, BioTime adopted the 2002 Employee Stock Option Plan (the “2002 Plan”), which was amended in 2004, 2007, and 2009 to reserve additional common shares for issuance under options or restricted stock awards granted to eligible persons. The 2002 Plan expired during September 2012 and no additional grants of options or awards of restricted stock may be made under the 2002 Plan. During December 2012, BioTime’s Board of Directors approved the 2012 Equity Incentive Plan (the “2012 Plan”), which was amended during 2015, under which BioTime has reserved 10,000,000 common shares for the grant of stock options or the sale of restricted stock or other equity awards. No options may be granted under the 2012 Plan more than ten years after the date upon which the 2012 Plan was adopted by the Board of Directors, and no options granted under the 2012 Plan may be exercised after the expiration of ten years from the date of grant. Under the 2012 Plan, options to purchase common shares may be granted to employees, directors and certain consultants at prices not less than the fair market value at date of grant, subject to certain limited exceptions for options granted in substitution of other options. Options may be fully exercisable immediately, or may be exercisable according to a schedule or conditions specified by the Board of Directors or the Compensation Committee of the Board of Directors. The 2012 Plan also permits BioTime to award restricted stock for services rendered or to sell common shares to employees subject to vesting provisions under restricted stock agreements that provide for forfeiture of unvested shares upon the occurrence of specified events under a restricted stock award agreement. BioTime may permit employees or consultants, but not officers or directors, who purchase stock under restricted stock purchase agreements, to pay for their shares by delivering a promissory note that is secured by a pledge of their shares. BioTime may also grant stock appreciation rights (“SARs”) and hypothetical units issued with reference to BioTime common shares (“Restricted Stock Units”) under the Plan. An SAR is the right to receive, upon exercise, an amount payable in cash or shares or a combination of cash and shares, as determined by the Board of Directors or the Compensation Committee, equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of (a) the fair market value of a BioTime common share on the date the SAR is exercised, over (b) the exercise price specified in the SAR Award agreement. The terms and conditions of a grant of Restricted Stock Units will be determined by the Board of Directors or Compensation Committee. No shares of stock will be issued at the time a Restricted Stock Unit is granted, and BioTime will not be required to set aside a fund for the payment of any such award. A recipient of Restricted Stock Units will have no voting rights with respect to the Restricted Stock Units. Upon the expiration of the restrictions applicable to a Restricted Stock Unit, BioTime will either issue to the recipient, without charge, one common share per Restricted Stock Unit or cash in an amount equal to the fair market value of one common share. The following table summarizes consolidated stock-based compensation expense, including equity awards by privately-held consolidated subsidiaries, related to stock options and other equity awards for the years ended December 31, 2016, 2015, and 2014, which was allocated as follows (in thousands): Year Ended December 31, 2016 2015 2014 Research and Development $ 2,608 $ 3,267 $ 1,310 General and Administrative 5,343 7,783 3,145 Total stock-based compensation expense $ 7,951 $ 11,050 $ 4,455 As of December 31, 2016, total unrecognized compensation costs related to unvested stock options under BioTime’s 2002 Plan and 2012 Plan was $6 million, approximately 2.81 years The weighted-average estimated fair value of stock options granted under BioTime’s 2002 Plan and 2012 Plan during the years ended December 31, 2016, 2015 and 2014 was $1.69, $2.13 and $2.78 per share respectively, using the Black-Scholes Merton model with the following weighted-average assumptions: Year Ended December 31, 2016 2015 2014 Expected life (in years) 5.83 5.62 6.67 Risk-free interest rates 1.45% 1.70% 2.19% Volatility 61.24% 65.82% 83.20% Dividend yield 0.00% 0.00% 0.00% General Option Information A summary of all equity award activity under BioTime’s 2002 Plan and 2012 Plan for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands except weighted average exercise price): Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price January 1, 2014 2,315 4,567 - $ 2.71 Granted under 2012 Plan (2,170 ) 2,170 - 3.54 Exercised - (2,060 ) - 0.58 Forfeited/cancelled/expired under 2002 Plan - (179 ) - 4.32 Forfeited/cancelled/expired under 2012 Plan 523 (524 ) - 3.72 December 31, 2014 668 3,974 - $ 4.04 Increase in option pool 6,000 - - Granted under 2012 Plan (1,650 ) 1,650 - 3.72 Exercised - (156 ) - 4.00 Forfeited/cancelled/expired under 2002 Plan - (35 ) - 6.72 Forfeited/cancelled/expired under 2012 Plan 239 (239 ) - 3.82 December 31, 2015 5,257 5,194 - $ 3.93 Granted under 2012 Plan (2,315 ) 2,315 - 3.03 RSUs (200 ) - 100 - Common stock issued to consultant in lieu of cash (28 ) - - - Common stock issued to employee for bonuses in lieu of cash (135 ) - - - Forfeited/cancelled/expired under 2002 Plan - (236 ) - 5.17 Forfeited/cancelled/expired under 2012 Plan 315 (315 ) - 3.77 December 31, 2016 2,894 6,958 100 $ 3.60 During the year ended December 31, 2016, BioTime issued 81,603 immediately vested common shares in lieu of cash under the 2012 Plan. Those shares are not RSUs but are included in the reduction of approximately 163,000 aggregate shares from the total pool of shares available for grant in the table above. Common shares issued and RSUs granted from the 2012 Plan reduce the shares available for grant by two shares for each common share issued or RSU granted. Additional information regarding options outstanding under BioTime’s 2002 Plan and 2012 Plan as of December 31, 2016 is as follows (in thousands except exercise prices and weighted average exercise price): Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Avg. Remaining Contractual Life (years) Weighted Avg. Exercise Price Number Exercisable Weighted Avg. Exercise Price 2.52-3.96 5,349 7.21 $ 3.32 2,080 $ 3.46 4.02-4.95 1,429 3.80 $ 4.25 1,225 $ 4.26 5.02-8.58 180 0.84 $ 6.94 179 $ 6.95 $ 2.52-8.58 6,958 6.34 $ 3.60 3,484 $ 3.92 Subsidiary Stock Option Plans BioTime’s consolidated subsidiaries LifeMap Sciences, LifeMap Solutions, OncoCyte, OrthoCyte, ReCyte Therapeutics, and BioTime Asia have adopted stock option plans that have substantially the same operative provisions (the “Subsidiary Plans”). The LifeMap Sciences stock option plan authorizes the sale of up to 8,000,000 shares of LifeMap Sciences common stock, the LifeMap Solutions stock option plan authorizes the sale of up to 18,667 shares of LifeMap Solutions common stock, the OncoCyte stock option plan authorizes the sale of up to 4,000,000 shares of OncoCyte common stock, the BioTime Asia stock option plan authorizes the sale of up to 1,600 BioTime Asia ordinary shares, and the OrthoCyte and ReCyte Therapeutics stock option plans each authorize the sale of up to 4,000,000 shares of the applicable subsidiary’s common stock, through the exercise of stock options or under restricted stock purchase agreements. Cell Cure also has a stock option plan that authorizes the sale of 125,363 ordinary shares through the exercise of stock options. No options may be granted under a Subsidiary Plan more than ten years after the date upon which the Subsidiary Plan was adopted by the subsidiary’s Board of Directors, and no options granted under a Subsidiary Plan may be exercised after the expiration of ten years from the date of grant. Under a Subsidiary Plan, options to purchase common stock may be granted to employees, directors and certain consultants at exercise prices not less than the fair market value of the common stock as of the date of grant, subject to certain limited exceptions for options granted in substitution of other options. Options may be fully exercisable immediately, or may be exercisable according to a schedule or conditions specified by the subsidiary’s Board of Directors or its Compensation Committee. Generally, subsidiary stock options have service related vesting conditions based on the continued performance of services for the subsidiary. The Subsidiary Plans also permit the subsidiaries to award restricted stock for services rendered or to sell common stock to employees subject to vesting provisions under restricted stock agreements that provide for forfeiture of unvested shares upon the occurrence of specified events. A subsidiary may permit employees or consultants, but not officers or directors, who purchase stock under restricted stock purchase agreements, to pay for their shares by delivering a promissory note that is secured by a pledge of their shares. As of December 31, 2016, only stock options have been issued under the Subsidiary Plans. A summary of OncoCyte’s Stock Option Plan activity follows (in thousands except weighted average exercise price): Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price January 1, 2014 1,250 2,750 $ 0.76 Options forfeited/cancelled 28 (28 ) 1.00 December 31, 2014 1,278 2,722 $ 0.76 Increase in option pool 4,000 - - Options granted (2,875 ) 2,875 1.10 Options exercised - (6 ) 0.67 Options forfeited/cancelled 1,121 (1,121 ) 0.79 2 for 1 reverse stock split (1,762 ) (2,235 ) 2.02 Options granted after reverse stock split (10 ) 10 3.60 Options forfeited/cancelled after reverse stock split 5 (5 ) 2.00 December 31, 2015 1,757 2,240 $ 2.94 Options granted (962 ) 962 3.58 Options exercised - (100 ) 2.19 Options forfeited/cancelled 35 (35 ) 2.03 Options expired 50 (50 ) 2.00 December 31, 2016 880 3,017 $ 2.52 A summary of OrthoCyte’s Stock Option Plan activity follows (in thousands except weighted average exercise price): Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price December 31, 2014 (1) 1,355 2,645 $ 0.08 Options forfeited/cancelled 16 (16 ) 0.07 December 31, 2015 1,371 2,629 $ 0.08 Options forfeited/cancelled 1,329 (1,329 ) 0.10 December 31, 2016 2,700 1,300 $ 0.06 (1) There was no grant activity during 2014. A summary of ReCyte’s Stock Option Plan activity follows (in thousands except weighted average exercise price): Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price December 31, 2014 (1) 2,710 1,290 $ 2.05 Options forfeited/cancelled 11 (11 ) 2.05 December 31, 2015 2,721 1,279 $ 2.05 Options forfeited/cancelled 29 (29 ) 2.05 December 31, 2016 2,750 1,250 $ 2.05 (1) There was no grant activity during 2014. A summary of LifeMap Sciences’ Equity Incentive Plan activity follows (in thousands except weighted average exercise price): Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price January 1, 2014 413 1,929 $ 1.49 Options forfeited/cancelled 58 (58 ) 1.48 December 31, 2014 471 1,871 $ 1.48 Options granted (131 ) 131 1.92 Options forfeited/cancelled 207 (207 ) 1.79 December 31, 2015 547 1,795 $ 1.47 Options granted (20 ) 20 2.25 Options forfeited/cancelled 219 (219 ) 1.72 December 31, 2016 746 1,596 $ 1.44 A summary of LifeMap Solutions’ Equity Incentive Plan activity follows (in thousands except weighted average exercise price): Options Available for Grant Number of Options Outstanding Weighted Average Exercise Price Option pool added upon incorporation 19 - $ 0.00 Options granted (13 ) 13 500.00 December 31, 2014 6 13 $ 500.00 Options granted (2 ) 2 500.00 Options forfeited/cancelled 1 (1 ) 500.00 December 31, 2015 5 14 $ 500.00 Options granted (2 ) 2 500.00 Options forfeited/cancelled 4 (4 ) 500.00 December 31, 2016 7 12 $ 500.00 A summary of Cell Cure’s 2007 Employee Share Ownership and Option Plan and 2016 Share Option Plan activity follows (in thousands except weighted average exercise price): Options Available for Grant Number of Options Outstanding Weighted Average Exercise Price (2) December 31, 2015 (1) 2 12 $ 23.93 Increase to option under 2016 Share Option Plan 111 - - Options granted (69 ) 69 40.00 December 31, 2016 44 81 $ 38.00 (1) There was no grant activity during 2014 and 2015. (2) Cell Cure Neurosciences Share Option Plan US dollar exercise price shown is approximated based on the conversion rate between the US dollar and the New Israeli Shekel, NIS, at the time of grant. The exercise price is denominated in NIS. BioTime Asia had 1,300 stock options available for future grants and 300 stock options outstanding, with a weighted average exercise price of $0.01 per share as of December 31, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Alameda Lease On December 10, 2015, BioTime entered into a lease for approximately 30,795 square feet of rentable space in two buildings located in an office park in Alameda, California (the “New Alameda Lease”). The term of the New Alameda Lease is seven years and BioTime has an option to renew the term for an additional five years. BioTime moved into the facility and the term of the New Alameda Lease commenced effective February 1, 2016. The landlord provided BioTime with an initial tenant improvement allowance of $1.4 million that was applied to the construction of improvements of the leased premises, primarily for the research and development facilities. BioTime utilized the tenant improvement allowance to complete the leasehold improvements as of June 1, 2016 (see Note 5). The lease liability payments are included in the base rent payments to the landlord and the $1.4 million due to the landlord as of December 31, 2016, will be amortized using the effective interest method over the lease term. Base rent under the New Alameda Lease commenced on February 1, 2016 at $64,670 per month, and will increase by approximately 3% annually on every February 1 thereafter during the lease term. The lease payments allocated to the landlord liability are amortized as debt service on that liability over the lease term. Total base lease payments, inclusive of the lease liability, under the New Alameda Lease per the lease agreement for the years ending after December 31, 2016 are shown below (in thousands): Years Ending December 31, Minimum Lease Payments 2017 $ 797 2018 822 2019 844 2020 870 2021 896 Thereafter 1,002 Total $ 5,231 In addition to base rent, BioTime will pay a pro rata portion of increases in certain expenses, including real property taxes, utilities (to the extent not separately metered to the leased space) and the landlord’s operating expenses, over the amounts of those expenses incurred by the landlord during 2017. As security for the performance of its obligations under the New Alameda Lease, BioTime provided the landlord with an initial security deposit of approximately $847,000, which will be reduced by $423,000 after the first twenty-four months of the lease term, and further reduced by an additional $346,000 after the first thirty-six months of the lease term, by applying those amounts to future rent payment obligations under the lease, if BioTime is not in default under the Lease. BioTime also currently pays $5,050 per month for the use of office space in New York City, which is made available to BioTime by one of its directors at his cost for use in conducting meetings and other business affairs. Cell Cure Lease Cell Cure has leased approximately 1,128 square meters of office and laboratory space in Jerusalem, Israel under a lease that expires between May 30, 2019 and December 31, 2020, with two additional options to extend the lease for 5 years each. Base monthly rent is approximately NIS 55,218 (approximately US $14,400 per month). In addition to base rent, Cell Cure pays a pro rata share of real property taxes and certain costs related to the operation and maintenance of the building in which the leased premises are located. Rent expense totaled $1.5 million, $2.1 million, and $2.0 million for the years ended December 31, 2016, 2015, and 2014, respectively, included in the consolidated statements of operations. Future minimum annual lease payments under the various operating leases, including the New Alameda Lease noted above, and capital leases, for the years ending after December 31, 2016 are as follows (in thousands): Year Ending December 31, Minimum lease payments (1) Capital lease payments 2017 $ 1,098 $ 202 2018 1,045 217 2019 1,042 93 2020 1,048 - 2021 897 - Thereafter 1,002 - Total $ 6,132 $ 512 (1) Includes the lease of our principal office and laboratory facilities in Alameda, California, including the lease liability, leases of the offices and laboratory facilities of LifeMap Sciences, Cell Cure and other operating leases of lab equipment. Litigation – General BioTime will be subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, and others. When BioTime is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, BioTime will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, BioTime discloses the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. BioTime is not aware of any claims likely to have a material adverse effect on its financial condition or results of operations. Employment Contracts BioTime has entered into employment agreements with certain executive officers. Under the provisions of the agreements, BioTime may be required to incur severance obligations for matters relating to changes in control, as defined in the agreements, and involuntary terminations. Indemnification In the normal course of business, BioTime may provide indemnifications of varying scope under BioTime’s agreements with other companies or consultants, typically BioTime’s clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, BioTime will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by the indemnified parties arising from claims of third parties in connection with the use or testing of BioTime’s products and services. Indemnification provisions could also cover third party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to BioTime products and services. The term of these indemnification agreements will generally continue in effect after the termination or expiration of the particular research, development, services, or license agreement to which they relate. The potential future payments BioTime could be required to make under these indemnification agreements will generally not be subject to any specified maximum amount. Historically, BioTime has not been subject to any claims or demands for indemnification. BioTime also maintains various liability insurance policies that limit BioTime’s financial exposure. As a result, BioTime believes the fair value of these indemnification agreements is minimal. Accordingly, BioTime has not recorded any liabilities for these agreements as of December 31, 2016 and 2015. Royalty obligations and license fees BioTime and its subsidiaries or affiliates are parties to certain licensing agreements with research institutions, universities and other parties for the rights to use those licenses and other intellectual property in conducting research and development activities. These licensing agreements provide for the payment of royalties by BioTime or the applicable party to the agreement on future product sales, if any. In addition, in order to maintain these licenses and other rights during the product development, BioTime or the applicable party to the contract must comply with various conditions including the payment of patent related costs and annual minimum maintenance fees. Annual minimum maintenance fees are approximately $140,000 to $160,000 per year. The research and development risk for these products is significant. License fees and related expenses under these agreements were $180,000, 282,000 and $432,000 for the years ended December 31, 2016, 2015 and 2014, respectively. Grants BioTime accounts for grants received to perform research and development services in accordance with ASC 730-20, Research and Development Arrangements Under the terms of the grant agreement between Cell Cure and Israel Innovation Authority, or the IIA (formerly the Office of the Chief Scientist of Israel) of the Ministry of Economy and Industry, for the development of OpRegen ® , Cell Cure will be required to pay royalties on future product sales, if any, up to the amounts received from the IIA, plus interest indexed to LIBOR. Cell Cure’s research and product development activities under the grant are subject to substantial risks and uncertainties, and performed on a best efforts basis. As a result, Cell Cure is not required to make any payments under the grant agreement unless it successfully commercializes OpRegen ® Accordingly, pursuant to ASC 730-20, the Cell Cure grant is considered a contract to perform research and development services for others and grant income is recognized as the related research and development expenses are incurred. Israeli law pertaining to such government grants contain various conditions, including substantial penalties and restrictions on the transfer of intellectual property, or the manufacture, or both, of products developed under the grant outside of Israel, as defined by the IIA. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 12. Income Taxes BioTime adopted early the provisions of Accounting Standards Update, ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , on a retrospective basis and due to the full valuation allowance on its deferred tax assets for all periods presented. The adoption of ASU 2015-17 did not have any impact on the consolidated financial statements. The primary components of the deferred tax assets and liabilities at December 31, 2016 and 2015 were as follows (in thousands): Deferred tax assets/(liabilities): 2016 2015 Net operating loss carryforwards $ 78,116 $ 78,268 Research and development and other credits 7,645 8,331 Patents and licenses (67 ) (6,860 ) Equity method investments (40,258 ) (1,333 ) Stock options 1,529 670 Other, net 2,248 (263 ) Total 49,213 78,813 Valuation allowance (49,213 ) (78,813 ) Net deferred tax liabilities $ - $ - Income taxes differed from the amounts computed by applying the U.S. federal income tax of 34% to pretax losses from operations as a result of the following: Year Ended December 31, 2016 2015 2014 Computed tax benefit at federal statutory rate 34% 34% 34% Research and development and other credits (3%) 2% 3% Permanent differences 2% (4%) (1%) Change in valuation allowance (63%) (34%) (24%) State tax benefit, net of effect on federal income taxes 24% 10% 3% Foreign rate differential 6% (1%) (1%) -% 7% 14% As of December 31, 2016, BioTime has net operating loss carryforwards of approximately $171.1 million for federal purposes. $95 million for state tax purposes. Of this amount, $15.1 is attributable to OncoCyte. As of December 31, 2016, BioTime’s subsidiaries have foreign net operating loss carryforwards of approximately $58.5 million which carry forward indefinitely. As of December 31, 2016, BioTime has research tax credit carryforwards for federal and state tax purposes of $3.8 million and $3.9 million, respectively. The federal tax credits expire between 2018 and 2036, while the state tax credits have no expiration date. Although the Asterias Deconsolidation was not a taxable transaction to BioTime and did not result in a tax payment obligation, the $49.0 million gain on the Asterias Deconsolidation generated a deferred tax liability that was fully offset by BioTime’s net operating losses. Subsequent to the Asterias Deconsolidation, an unrealized gain of $34.3 million was recorded on the Asterias shares during the year ended December 31, 2016, which was fully offset by available net operating losses and the corresponding release of BioTime’s valuation allowance on deferred tax assets. Accordingly, BioTime did not record any provision or benefit for income taxes for the year ended December 31, 2016. The deferred tax liability generated by the Asterias shares BioTime holds are a source of taxable income as prescribed by ASC 740-10-30-17. BioTime and Asterias completed certain transactions under a Cross-License Agreement and Share Transfer Agreement on February 16, 2016 pursuant to which BioTime transferred certain assets to Asterias. The asset transfer was a taxable transaction to BioTime generating a taxable gain of approximately $3.1 million. BioTime has sufficient current year losses from operations to offset the entire gain resulting in no income taxes due. As the transfer of assets and the resulting taxable gain was due to a direct effect of transations between a parent company, BioTime, and its then subsidiary, Asterias, BioTime recorded the tax effects of this gain through equity in accordance with ASC 740-20-45-11(g) with a corresponding release of the valuation allowance. A deferred income tax benefit of $4.5 million was recorded for the year ended December 31, 2015, of which $4.8 million was related to the federal benefit and $290,000 was related to state tax expense. A deferred income tax benefit of $7.4 million was recorded for the year ended December 31, 2014, of which $5.2 million of the benefit was related to federal and $2.2 million was related to state taxes. The deferred tax benefits recorded in 2015 and 2014 were wholly attributable Asterias. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. BioTime established a full valuation allowance for all periods presented due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets, including foreign net operating losses generated by its subsidiaries. On December 31, 2015, BioTime distributed 4.7 million shares of OncoCyte common stock to its shareholders on a pro rata basis. The distribution was accounted for as a dividend in kind for financial reporting purposes. For income tax purposes, the distribution is treated as if BioTime had sold the shares at their fair market value, resulting in a taxable gain to BioTime of approximately $7.4 million. As part of the distribtuion of OncoCyte common stock in December 2015, Asterias also recognized a taxable gain $819,000. Asterias has sufficient current year losses from operations to offset the entire taxable gain resulting in no income taxes due. As the distribution was treated as a dividend in kind for financial reporting purposes, BioTime recorded the tax effect of the gain in equity instead of the tax provision in accordance ASC 740-20-45-11(g). BioTime had sufficient current year losses from operations to offset the entire taxable gain resulting in no income taxes due. During 2015, OncoCyte sold 259,712 BioTime common shares in open market transactions that resulted in a taxable gain of $815,000. This taxable gain was fully offset by current operating losses resulting in no income taxes due from the sale. In connection with the above transactions related to the taxable gains, BioTime and subsidiaries utilized approximately $9.1 million in net operating loss carryforwards with a corresponding release of the valuation allowance recorded through equity in accordance with ASC 740-20-45-11(g). Internal Revenue Code Section 382 places a limitation (“Section 382 Limitation”) on the amount of taxable income that can be offset by net operating loss (“NOL”) carryforwards after a change in control (generally greater than 50% change in ownership within a three-year period) of a loss corporation. California has similar rules. Generally, after a control change, a loss corporation cannot deduct NOL carryforwards in excess of the Section 382 Limitation. Due to these “change in ownership” provisions, utilization of the NOL and tax credit carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. BioTime files a U.S. federal income tax return as well as various state and foreign income tax returns. In general, BioTime is no longer subject to tax examination by major taxing authorities for years before 2012. Although the statute is closed for purposes of assessing additional income and tax in these years, the taxing authorities may still make adjustments to the net operating loss and credit carryforwards used in open years. Therefore, the statute should be considered open as it relates to the net operating loss and credit carryforwards. BioTime's practice is to recognize interest and penalties related to income tax matters in tax expense. As of December 31, 2016 and 2015, BioTime has no accrued interest and penalties. BioTime may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. BioTime's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Information [Abstract] | |
Segment Information | 13. Segment Information BioTime’s executive management team, as a group, represents the entity’s chief operating decision makers. BioTime’s executive management team views BioTime’s operations as one segment that includes, the research and development of therapeutic products for oncology, orthopedics, retinal and neurological diseases and disorders, blood and vascular system diseases and disorders, blood plasma volume expansion, diagnostic products for the early detection of cancer, and hydrogel products that may be used in surgery, and products for human embryonic stem cell research. As a result, the financial information disclosed materially represents all of the financial information related to BioTime’s sole operating segment. |
Enterprise-wide Disclosures
Enterprise-wide Disclosures | 12 Months Ended |
Dec. 31, 2016 | |
Enterprise-wide Disclosures [Abstract] | |
Enterprise-wide Disclosures | 14. Enterprise-wide Disclosures Geographic Area Information Total revenues, including license fees, royalties, grant income, and other revenues by geographic area are based on the country of domicile of the licensee or grantor (in thousands): Revenues for the Year Ended December 31, Geographic Area 2016 2015 2014 Domestic $ 4,497 $ 5,976 $ 3,586 Asia 1,426 1,060 1,658 Total revenues $ 5,923 $ 7,036 $ 5,244 The composition of BioTime’s long-lived assets, consisting of property, plant and equipment, net, between those in the United States and in foreign countries is set forth below (in thousands): 2016 (1) 2015 Domestic $ 3,418 $ 7,132 Foreign 2,111 407 Total $ 5,529 $ 7,539 (1) Reflects the effect of the Asterias Deconsolidation. Assets in foreign countries principally include laboratory equipment and leasehold improvements in Israel. Major Sources of Revenues The following table shows the sources of BioTime’s revenues, as a percentage of total revenues, that were recognized during the years ended December 31, 2016, 2015, and 2014: Revenues for the Year Ended December 31, Sources of Revenues 2016 2015 2014 CIRM grant income 38.0% 42.7% 19.7% NIH grant income -% 6.5% 12.5% IIA (formerly OCS) grant income (Cell Cure, Israel) 24.0% 14.4% 31.3% Subscriptions, advertising and other (various customers) (1) 35.0% 29.4% 32.5% Other (1) 3.0% 7.0% 4.0% (1) No individual customer greater than 5% of total revenues. During 2016, BioTime received $972,000 and recognized $668,000 (net of $304,000 in royalty and commission fees) in net subscription and advertisement revenues through LifeMap Sciences, an online database business primarily related to its GeneCards ® |
Selected Quarterly Financial In
Selected Quarterly Financial Information (UNAUDITED) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Information (UNAUDITED) [Abstract] | |
Selected Quarterly Financial Information (UNAUDITED) | 15. Selected Quarterly Financial Information (UNAUDITED, in thousands, except per share data) BioTime has derived this data from the unaudited consolidated interim financial statements that, in BioTime’ s opinion, have been prepared on substantially the same basis as the audited consolidated financial statements contained herein and include all normal recurring adjustments necessary for a fair presentation of the financial information for the periods presented. These unaudited consolidated quarterly results should be read in conjunction with the consolidated financial statements and notes thereto included herein. The consolidated operating results in any quarter are not necessarily indicative of the consolidated results that may be expected for any future period. Year Ended December 31, 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues, net $ 1,848 $ 1,171 $ 1,441 $ 1,103 Operating expenses 25,606 15,574 10,996 12,356 Loss from operations (23,758 ) (14,403 ) (9,555 ) (11,253 ) Net income (loss) attributable to BioTime, Inc. (17,112 ) 24,549 31,199 (4,945 ) Basic and diluted net income (loss) per share $ (0.19 ) $ 0.26 $ 0.30 $ (0.05 ) Year Ended December 31, 2015 Revenues, net $ 1,000 $ 1,749 $ 1,874 $ 1,306 Operating expenses 14,502 15,245 18,978 23,013 Loss from operations (13,502 ) (13,496 ) (17,104 ) (21,707 ) Net loss attributable to BioTime, Inc. (1) (10,167 ) (9,691 ) (13,626 ) (13,507 ) Basic and diluted net loss per share $ (0.13 ) $ (0.12 ) $ (0.18 ) $ (0.16 ) (1) Net of $4.5 million of deferred income tax benefits for 2015, entirely attributable to Asterias. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Event [Abstract] | |
Subsequent Events | 16. Subsequent Events During February 2017, BioTime sold 7,453,704 common shares in an underwritten public offering. The offering price to the public was $2.70 per share and net proceeds to BioTime were approximately $18.7 million, after deducting underwriting discounts, commissions and expenses related to the financing. On February 17, 2017, certain of OncoCyte investors exercised 625,000 Offering Warrants at an exercise price of $3.25 per warrant for total exercise cash proceeds of $2.0 million (the “Warrant exercise”). The Offering Warrants had been issued as part of OncoCyte’s financing that was completed on August 29, 2016 (see Note 9). In order to induce the investors to complete the Warrant exercise and, in conjunction with the Warrant exercise, OncoCyte issued new warrants to those investors (the “New Warrants”). Certain investors received 200,000 New Warrants with an exercise price of $5.50 per warrant share and the other investor received 212,500 New Warrants with an exercise of $3.25 per warrant share. The New Warrants are exercisable at any time for five years from February 17, 2017. As a result of the issuance of 625,000 shares of OncoCyte common stock in the Warrant exercise, as of February 17, 2017, BioTime owned less than 50% of the OncoCyte outstanding common stock. Under GAAP, loss of control of a subsidiary is deemed to have occurred when, among other things, a parent company owns less than a majority of the outstanding common stock of the subsidiary, lacks a controlling financial interest in the subsidiary, and is unable to unilaterally control the subsidiary through other means such as having the ability or being able to obtain the ability to elect a majority of the subsidiary’s Board of Directors. BioTime determined that all of these loss of control factors were present with respect to OncoCyte on February 17, 2017. Accordingly, BioTime has deconsolidated OncoCyte’s financial statements and results of operations from BioTime, effective February 17, 2017, in accordance with ASC, 810-10-40-4(c), Consolidation |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Going concern assessment | Going concern assessment – |
Revenue recognition | Revenue recognition Accounting Standards Codification |
Cash and cash equivalents | Cash and cash equivalents – BioTime considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2016 and 2015, BioTime had $16.8 million and $35.5 million in money market funds, respectively, considered to be cash equivalents. |
Restricted cash | Restricted cash |
Trade accounts and grants receivable, net | Trade accounts and grants receivable, net – |
Concentrations of credit risk | Concentrations of credit risk |
Fair value measurements | · Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2 – Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. · Level 3 – Inputs to the valuation methodology are unobservable; that reflect management’s own assumptions about the assumptions market participants would make and significant to the fair value. In determining fair value, BioTime utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. For the periods presented, BioTime has no financial assets or liabilities recorded at fair value on a recurring basis, except for cash and cash equivalents consisting of money market funds, shares BioTime holds in Asterias and the available-for-sale securities described below. These assets are measured at fair value using the applicable period-end quoted market prices as a Level 1 input. The fair value of BioTime’s assets and liabilities, which qualify as financial instruments under FASB guidance regarding disclosures about fair value of financial instruments, approximate the carrying amounts presented in the accompanying consolidated balance sheets. The carrying amounts of accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate fair values because of the short-term nature of these items. |
Equity method accounting for Asterias, at fair value | Equity method accounting for Asterias, at fair value As further discussed in Note 4, effective May 13, 2016, BioTime owned approximately 49% of the outstanding common stock of Asterias and has elected to account for its Asterias shares at fair value using the equity method of accounting because since that date BioTime has not had control of Asterias, as defined by GAAP, but continues to exercise significant influence over Asterias. Under the fair value method, BioTime’s Asterias shares are marked to market using the closing price of Asterias common stock on the NYSE MKT multiplied by the number of shares of Asterias held by BioTime, with changes in the fair value of the Asterias shares included in other income/expenses, net, in the condensed consolidated statements of operations. The Asterias shares are considered a Level 1 asset as defined by ASC 820. |
Available for sale securities in foreign investments | Available for sale securities in foreign investments Investments – Debt and Equity Securities |
Property, plant and equipment, net | Property, plant and equipment, net |
Long-lived intangible assets | Long-lived intangible assets |
Impairment of long-lived assets | Impairment of long-lived assets – |
Treasury stock | Treasury stock – |
Accounting for warrants | Accounting for warrants – Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock |
Investments in Common Stock of Privately Held Companies | Investments in Common Stock of Privately Held Companies – Investments – Equity Method and Joint Ventures BioTime initially records equity method investments at fair value on the date of the acquisition with subsequent adjustments to the investment balance based on BioTime’s share of earnings or losses from the investment included in other income or expenses, net, on the consolidated statements of operations. The equity method investment balance is shown in noncurrent assets on the consolidated balance sheets. BioTime reviews investments accounted for under the equity method for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be fully recoverable. If a determination is made that an “other-than-temporary” impairment exists, BioTime writes down its investment to fair value. Based on an evaluation and continuing losses and negative cash flows generated from the Ascendance investment, including uncertainty as to Ascendance’s ability to raise sufficient financing, BioTime determined that an other-than-temporary impairment existed on its equity method investment in Ascendance as of December 31, 2016, and BioTime wrote down the entire remaining $3.5 million carrying value of that investment included in other income and expenses, net. |
Cost of sales | Cost of sales |
Reclassifications | Reclassifications – |
Research and development | Research and development – |
General and administrative | General and administrative |
Foreign currency translation and other comprehensive loss, foreign currency transaction gains and losses | Foreign currency translation and other comprehensive loss, foreign currency transaction gains and losses – For transactions denominated in other than the functional currency of BioTime, transactional gains and losses are recorded in other income and expense, net, included in the consolidated statements of operations. Foreign currency transaction gains and losses were not material for all periods presented. |
Income taxes | Income taxes – BioTime accounts for income taxes in accordance with ASC 740, Income Taxes , which prescribe the use of the asset and liability method, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. ASC 740 guidance also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more-likely-than-not sustainable upon examination by taxing authorities. BioTime files a U.S. federal income tax return as well as various state and foreign income tax returns. BioTime’s judgments regarding future taxable income may change over time due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. Certain majority-owned subsidiaries that BioTime consolidates under GAAP file their own, standalone federal income tax returns as those subsidiaries are not considered consolidated under federal income tax regulations, and accordingly, BioTime and those subsidiaries may not use each other’s tax attributes. If BioTime assumptions, and consequently the estimates, change in the future with respect to BioTime’s own deferred tax assets and liabilities, the valuation allowance may be increased or decreased, which may have a material impact on BioTime’s consolidated financial statements. For California, Asterias’ activities were included in BioTime’s combined tax return through May 12, 2016. Beginning May 13, 2016, Asterias will file its own separate California income tax return (see Note 3) BioTime recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense, however, no amounts were accrued for the payment of interest and penalties as of December 31, 2016 and 2015. In general, BioTime is no longer subject to tax examination by major taxing authorities for years before 2012. Although the statute is closed for purposes of assessing additional income and tax in those years, the taxing authorities may still make adjustments to the net operating loss and credit carryforwards used in open years. Therefore, the statute should be considered open as it relates to the net operating loss and credit carryforwards. Any potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, state and local and foreign tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next year. As further discussed in Note 12, BioTime adopted early the provisions of Accounting Standards Update, ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , on a retrospective basis and due to the full valuation allowance on its deferred tax assets for all periods presented. The adoption did not have any impact on the consolidated financial statements. |
Stock-based compensation | Stock-based compensation – As further disclosed in Note 10, certain of BioTime’s privately-held consolidated subsidiaries have their own share-based compensation plans. For share-based compensation awards granted by those privately-held consolidated subsidiaries under their respective equity plans, BioTime determines the expected stock price volatility using historical prices of comparable public company common stock for a period equal to the expected term of the options. The expected term of privately-held subsidiary options is based upon the “simplified method” provided under Staff Accounting Bulletin, Topic 14 , or SAB Topic 14. Although the fair value of employee stock options is determined in accordance with FASB guidance, changes in the assumptions can materially affect the estimated value and therefore the amount of compensation expense recognized in the consolidated financial statements. |
Net income or loss per share | Net income or loss per share The primary components of weighted average shares of potentially dilutive common shares used to compute diluted net income per common share for the year ended December 31, 2016, were approximately 2,030,000 BioTime common shares held by Asterias and OncoCyte (see Note 10), and approximately 206,000 restricted stock units and outstanding stock options. Outstanding warrants to purchase 9.4 million BioTime common shares were excluded from potentially dilutive common shares because the exercise price of the warrants exceeded the average closing price of BioTime common shares for the year ended December 31, 2016. For the years ended December 31, 2015 and 2014, b Diluted net loss per share for year ended December 31, 2015 excludes any effect from 4,472,586 treasury shares, 5,194,313 stock options and 10,109,860 common share purchase warrants outstanding, and for the year ended December 31, 2014 excludes 4,893,942 treasury shares, 3,974,326 stock options and 9,194,679 common share purchase warrants outstanding, because the inclusion would be antidilutive. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2016, FASB issued Accounting Standards Update, ASU, 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” (“ASU 2016-20”) which amends narrow aspects of accounting standard ASU 2014-09 “Revenue from Contracts with Customers (Topic 606).” ASU-2016-20 is effective for periods beginning after December 15, 2017. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgments and estimates may be required in the revenue recognition process than are required under existing GAAP. The revised revenue standard is effective for public entities for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). BioTime has completed an initial assessment of the new revenue recognition standard under Topic 606, which will be effective for BioTime beginning on January 1, 2018, and BioTime will be working on an implementation plan to evaluate the accounting and disclosure requirements under the new standard. Based on the work performed to date, BioTime does not expect adoption of the new standard to have a material impact on the consolidated financial statements. BioTime has not finalized its transition method for adoption. In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification of awards on the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. BioTime is currently evaluating the impact the adoption of ASU 2016-09 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which requires lessees to recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The update is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period. Early adoption is permitted. BioTime is currently evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. |
Organization, Basis of Presen25
Organization, Basis of Presentation and Liquidity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Basis of Presentation and Liquidity [Abstract] | |
BioTime's ownership of outstanding shares of its subsidiaries | The following table reflects BioTime’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of December 31, 2016. Subsidiary Field of Business BioTime Ownership Country Cell Cure Neurosciences Ltd. Products to treat age-related macular degeneration 62.5% (1) Israel ES Cell International Pte. Ltd. Stem cell products for research, including clinical grade cell lines produced under cGMP 100% Singapore LifeMap Sciences, Inc. Biomedical, gene, disease, and stem cell databases and tools 77.9% USA LifeMap Sciences, Ltd. Biomedical, gene, disease, and stem cell databases and tools (2) Israel LifeMap Solutions, Inc. Mobile health software (2) USA OncoCyte Corporation (3) Cancer diagnostics 51.1% USA OrthoCyte Corporation Developing bone grafting products for orthopedic diseases and injuries 100% USA ReCyte Therapeutics, Inc. Research and development involved in stem cell-derived endothelial and cardiovascular related progenitor cells for the treatment of vascular disorders, ischemic conditions and brown adipocytes for type-2 diabetes and obesity 94.8% USA (1) Includes shares owned by BioTime and ES Cell International Pte. Ltd. (2) LifeMap Sciences, Ltd. and LifeMap Solutions, Inc. are wholly-owned subsidiaries of LifeMap Sciences, Inc. (3) See Note 16. Beginning February 17, 2017, BioTime deconsolidated OncoCyte and OncoCyte is no longer a subsidiary of BioTime as of that date. |
Equity Method Accounting for Co
Equity Method Accounting for Common Stock of Asterias, at fair value (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Accounting for Common Stock of Asterias, at fair value [Abstract] | |
Condensed results of operations and condensed balance sheet information | The condensed results of operations and condensed balance sheet information of Asterias are summarized below (in thousands): For the Year Ended December 31, 2016 (1) Condensed Statements of Operations (1) Total revenue $ 6,954 Gross profit 6,826 Loss from operations (34,123 ) Net loss $ (35,038 ) December 31, 2016 December 31, 2015 Condensed Balance Sheet information (2) : Current assets $ 36,990 $ 29,789 Noncurrent assets 24,020 27,445 $ 61,010 $ 57,234 Current liabilities $ 6,051 $ 4,980 Noncurrent liabilities 12,930 7,155 Stockholders’ equity 42,029 45,099 $ 61,010 $ 57,234 (1) Asterias results of operations for the period from January 1, 2016 through May 12, 2016, the date immediately preceding the Asterias Deconsolidation, are included in the consolidated results of operations of BioTime for the year ended December 31, 2016 shown in the table below. (2) The condensed balance sheet information of Asterias as of December 31, 2016, provided for informational and comparative purposes only, was not included in BioTime’s consolidated balance sheet at December 31, 2016 due to the Asterias Deconsolidation on May 13, 2016. The condensed balance sheet information of Asterias as of December 31, 2015, included in the table above, was included in BioTime’s consolidated balance sheet at December 31, 2015, after intercompany eliminations. The following table summarizes Asterias results of operations that are included in BioTime’s consolidated results of operations, after intercompany eliminations, for the period from January 1, 2016 through May 12, 2016, the date immediately preceding the Asterias Deconsolidation, and for the years ended December 31, 2015 and 2014 (in thousands). For the Period January 1, 2016 through May 12, 2016 Year Ended December 31, 2015 Year Ended December 31, 2014 Total revenue $ 2,354 $ 3,582 $ 1,224 Gross profit 2,301 3,314 1,129 Loss from operations (13,944 ) (21,908 ) (17,461 ) Net loss $ (13,113 ) $ (15,003 ) $ (10,097 ) |
Property, plant and equipment27
Property, plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, plant and equipment, net [Abstract] | |
Property, plant and equipment, net | At December 31, 2016 and 2015, property, plant and equipment were comprised of the following (in thousands): December 31, 2016(1) 2015 Equipment, furniture and fixtures $ 4,718 $ 5,274 Leasehold improvements 3,791 5,623 Construction in progress - 93 Accumulated depreciation and amortization (2,980 ) (3,451 ) Property and equipment, net $ 5,529 $ 7,539 (1) Reflects the effect of the Asterias Deconsolidation. |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible assets, net [Abstract] | |
Intangible assets | At December 31, 2016 and 2015, intangible assets, primarily consisting of acquired patents and accumulated amortization were as follows (in thousands): December 31, 2016 (1) 2015 Intangible assets $ 25,703 $ 52,563 Accumulated amortization (15,497 ) (18,971 ) Intangible assets, net $ 10,206 $ 33,592 (1) Reflects the effect of the Asterias Deconsolidation. |
Intangible assets future amortization expense | Amortization of intangible assets for periods subsequent to December 31, 2016 is as follows (in thousands): Year Ended December 31, Amortization Expense 2017 $ 2,570 2018 2,570 2019 2,571 2020 1,794 2021 537 Thereafter 164 Total $ 10,206 |
Accounts Payable and Accrued 29
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts payable and accrued liabilities | At December 31, 2016 and 2015, accounts payable and accrued liabilities consist of the following (in thousands): December 31, 2016 (1) 2015 Accounts payable $ 1,593 $ 2,798 Accrued expenses 3,212 5,021 Accrued payroll and bonus 1,904 1,126 Other current liabilities 435 432 Total $ 7,144 $ 9,377 (1) Reflects the effect of the Asterias Deconsolidation. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Shareholders' Equity [Abstract] | |
Activity related to warrants | BioTime has issued warrants to purchase its common shares. Activity related to warrants in 2016 and 2015 is presented in the table below (in thousands, except price per share): Number of Warrant Shares Per Share Exercise Price Weighted Average Exercise Price Outstanding, January 1, 2014 9,752 $ 5.00-10.00 $ 5.29 Exercised in 2014 (557 ) 10.00 10.00 Outstanding, December 31, 2014 9,195 $ 5.00 $ 5.00 Exercised in 2015 (4 ) 5.00 5.00 Warrant adjustment (1) 919 Outstanding, December 31, 2015 10,110 $ 4.55 $ 4.55 Expired in 2016 (715 ) 4.55 4.55 Outstanding, December 31, 2016 (2) 9,395 $ 4.55 $ 4.55 (1) The number of shares issuable upon the exercise of the warrants was adjusted as a result of the distribution of OncoCyte common stock to BioTime shareholders during December 2015. (2) The 9,394,862 outstanding warrants will expire, if unexercised, beginning June 5, 2018 through September 30, 2018. |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of stock option activity | The following table summarizes consolidated stock-based compensation expense, including equity awards by privately-held consolidated subsidiaries, related to stock options and other equity awards for the years ended December 31, 2016, 2015, and 2014, which was allocated as follows (in thousands): Year Ended December 31, 2016 2015 2014 Research and Development $ 2,608 $ 3,267 $ 1,310 General and Administrative 5,343 7,783 3,145 Total stock-based compensation expense $ 7,951 $ 11,050 $ 4,455 |
Schedule of weighted average assumptions to calculate fair value of stock options | The weighted-average estimated fair value of stock options granted under BioTime’s 2002 Plan and 2012 Plan during the years ended December 31, 2016, 2015 and 2014 was $1.69, $2.13 and $2.78 per share respectively, using the Black-Scholes Merton model with the following weighted-average assumptions: Year Ended December 31, 2016 2015 2014 Expected life (in years) 5.83 5.62 6.67 Risk-free interest rates 1.45% 1.70% 2.19% Volatility 61.24% 65.82% 83.20% Dividend yield 0.00% 0.00% 0.00% |
Additional information regarding options outstanding | Additional information regarding options outstanding under BioTime’s 2002 Plan and 2012 Plan as of December 31, 2016 is as follows (in thousands except exercise prices and weighted average exercise price): Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Avg. Remaining Contractual Life (years) Weighted Avg. Exercise Price Number Exercisable Weighted Avg. Exercise Price 2.52-3.96 5,349 7.21 $ 3.32 2,080 $ 3.46 4.02-4.95 1,429 3.80 $ 4.25 1,225 $ 4.26 5.02-8.58 180 0.84 $ 6.94 179 $ 6.95 $ 2.52-8.58 6,958 6.34 $ 3.60 3,484 $ 3.92 |
2002 Plan and 2012 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based compensation, employee stock purchase plan, activity | A summary of all equity award activity under BioTime’s 2002 Plan and 2012 Plan for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands except weighted average exercise price): Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price January 1, 2014 2,315 4,567 - $ 2.71 Granted under 2012 Plan (2,170 ) 2,170 - 3.54 Exercised - (2,060 ) - 0.58 Forfeited/cancelled/expired under 2002 Plan - (179 ) - 4.32 Forfeited/cancelled/expired under 2012 Plan 523 (524 ) - 3.72 December 31, 2014 668 3,974 - $ 4.04 Increase in option pool 6,000 - - Granted under 2012 Plan (1,650 ) 1,650 - 3.72 Exercised - (156 ) - 4.00 Forfeited/cancelled/expired under 2002 Plan - (35 ) - 6.72 Forfeited/cancelled/expired under 2012 Plan 239 (239 ) - 3.82 December 31, 2015 5,257 5,194 - $ 3.93 Granted under 2012 Plan (2,315 ) 2,315 - 3.03 RSUs (200 ) - 100 - Common stock issued to consultant in lieu of cash (28 ) - - - Common stock issued to employee for bonuses in lieu of cash (135 ) - - - Forfeited/cancelled/expired under 2002 Plan - (236 ) - 5.17 Forfeited/cancelled/expired under 2012 Plan 315 (315 ) - 3.77 December 31, 2016 2,894 6,958 100 $ 3.60 |
OncoCyte Common Stock Option Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based compensation, employee stock purchase plan, activity | A summary of OncoCyte’s Stock Option Plan activity follows (in thousands except weighted average exercise price): Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price January 1, 2014 1,250 2,750 $ 0.76 Options forfeited/cancelled 28 (28 ) 1.00 December 31, 2014 1,278 2,722 $ 0.76 Increase in option pool 4,000 - - Options granted (2,875 ) 2,875 1.10 Options exercised - (6 ) 0.67 Options forfeited/cancelled 1,121 (1,121 ) 0.79 2 for 1 reverse stock split (1,762 ) (2,235 ) 2.02 Options granted after reverse stock split (10 ) 10 3.60 Options forfeited/cancelled after reverse stock split 5 (5 ) 2.00 December 31, 2015 1,757 2,240 $ 2.94 Options granted (962 ) 962 3.58 Options exercised - (100 ) 2.19 Options forfeited/cancelled 35 (35 ) 2.03 Options expired 50 (50 ) 2.00 December 31, 2016 880 3,017 $ 2.52 A summary of OrthoCyte’s Stock Option Plan activity follows (in thousands except weighted average exercise price): Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price December 31, 2014 (1) 1,355 2,645 $ 0.08 Options forfeited/cancelled 16 (16 ) 0.07 December 31, 2015 1,371 2,629 $ 0.08 Options forfeited/cancelled 1,329 (1,329 ) 0.10 December 31, 2016 2,700 1,300 $ 0.06 (1) There was no grant activity during 2014. |
ReCyte Therapeutics, Inc. [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based compensation, employee stock purchase plan, activity | A summary of ReCyte’s Stock Option Plan activity follows (in thousands except weighted average exercise price): Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price December 31, 2014 (1) 2,710 1,290 $ 2.05 Options forfeited/cancelled 11 (11 ) 2.05 December 31, 2015 2,721 1,279 $ 2.05 Options forfeited/cancelled 29 (29 ) 2.05 December 31, 2016 2,750 1,250 $ 2.05 (1) There was no grant activity during 2014. |
LifeMap Sciences, Inc. [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based compensation, employee stock purchase plan, activity | A summary of LifeMap Sciences’ Equity Incentive Plan activity follows (in thousands except weighted average exercise price): Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price January 1, 2014 413 1,929 $ 1.49 Options forfeited/cancelled 58 (58 ) 1.48 December 31, 2014 471 1,871 $ 1.48 Options granted (131 ) 131 1.92 Options forfeited/cancelled 207 (207 ) 1.79 December 31, 2015 547 1,795 $ 1.47 Options granted (20 ) 20 2.25 Options forfeited/cancelled 219 (219 ) 1.72 December 31, 2016 746 1,596 $ 1.44 |
LifeMap Solutions, Inc [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based compensation, employee stock purchase plan, activity | A summary of LifeMap Solutions’ Equity Incentive Plan activity follows (in thousands except weighted average exercise price): Options Available for Grant Number of Options Outstanding Weighted Average Exercise Price Option pool added upon incorporation 19 - $ 0.00 Options granted (13 ) 13 500.00 December 31, 2014 6 13 $ 500.00 Options granted (2 ) 2 500.00 Options forfeited/cancelled 1 (1 ) 500.00 December 31, 2015 5 14 $ 500.00 Options granted (2 ) 2 500.00 Options forfeited/cancelled 4 (4 ) 500.00 December 31, 2016 7 12 $ 500.00 |
Cell Cures Employee Share Ownership and Option Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based compensation, employee stock purchase plan, activity | A summary of Cell Cure’s 2007 Employee Share Ownership and Option Plan and 2016 Share Option Plan activity follows (in thousands except weighted average exercise price): Options Available for Grant Number of Options Outstanding Weighted Average Exercise Price (2) December 31, 2015 (1) 2 12 $ 23.93 Increase to option under 2016 Share Option Plan 111 - - Options granted (69 ) 69 40.00 December 31, 2016 44 81 $ 38.00 (1) There was no grant activity during 2014 and 2015. (2) Cell Cure Neurosciences Share Option Plan US dollar exercise price shown is approximated based on the conversion rate between the US dollar and the New Israeli Shekel, NIS, at the time of grant. The exercise price is denominated in NIS. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Base rent under New Alameda lease | Total base lease payments, inclusive of the lease liability, under the New Alameda Lease per the lease agreement for the years ending after December 31, 2016 are shown below (in thousands): Years Ending December 31, Minimum Lease Payments 2017 $ 797 2018 822 2019 844 2020 870 2021 896 Thereafter 1,002 Total $ 5,231 |
Future minimum operating and capital lease payments | Future minimum annual lease payments under the various operating leases, including the New Alameda Lease noted above, and capital leases, for the years ending after December 31, 2016 are as follows (in thousands): Year Ending December 31, Minimum lease payments (1) Capital lease payments 2017 $ 1,098 $ 202 2018 1,045 217 2019 1,042 93 2020 1,048 - 2021 897 - Thereafter 1,002 - Total $ 6,132 $ 512 (1) Includes the lease of our principal office and laboratory facilities in Alameda, California, including the lease liability, leases of the offices and laboratory facilities of LifeMap Sciences, Cell Cure and other operating leases of lab equipment. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Components of Deferred Tax Assets and Liabilities | The primary components of the deferred tax assets and liabilities at December 31, 2016 and 2015 were as follows (in thousands): Deferred tax assets/(liabilities): 2016 2015 Net operating loss carryforwards $ 78,116 $ 78,268 Research and development and other credits 7,645 8,331 Patents and licenses (67 ) (6,860 ) Equity method investments (40,258 ) (1,333 ) Stock options 1,529 670 Other, net 2,248 (263 ) Total 49,213 78,813 Valuation allowance (49,213 ) (78,813 ) Net deferred tax liabilities $ - $ - |
Income Tax Rate Reconciliation | Income taxes differed from the amounts computed by applying the U.S. federal income tax of 34% to pretax losses from operations as a result of the following: Year Ended December 31, 2016 2015 2014 Computed tax benefit at federal statutory rate 34% 34% 34% Research and development and other credits (3%) 2% 3% Permanent differences 2% (4%) (1%) Change in valuation allowance (63%) (34%) (24%) State tax benefit, net of effect on federal income taxes 24% 10% 3% Foreign rate differential 6% (1%) (1%) -% 7% 14% |
Enterprise-wide Disclosures (Ta
Enterprise-wide Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Enterprise-wide Disclosures [Abstract] | |
Geographic Area Information | Total revenues, including license fees, royalties, grant income, and other revenues by geographic area are based on the country of domicile of the licensee or grantor (in thousands): Revenues for the Year Ended December 31, Geographic Area 2016 2015 2014 Domestic $ 4,497 $ 5,976 $ 3,586 Asia 1,426 1,060 1,658 Total revenues $ 5,923 $ 7,036 $ 5,244 The composition of BioTime’s long-lived assets, consisting of property, plant and equipment, net, between those in the United States and in foreign countries is set forth below (in thousands): 2016 (1) 2015 Domestic $ 3,418 $ 7,132 Foreign 2,111 407 Total $ 5,529 $ 7,539 (1) Reflects the effect of the Asterias Deconsolidation. |
Sources of Revenues | The following table shows the sources of BioTime’s revenues, as a percentage of total revenues, that were recognized during the years ended December 31, 2016, 2015, and 2014: Revenues for the Year Ended December 31, Sources of Revenues 2016 2015 2014 CIRM grant income 38.0% 42.7% 19.7% NIH grant income -% 6.5% 12.5% IIA (formerly OCS) grant income (Cell Cure, Israel) 24.0% 14.4% 31.3% Subscriptions, advertising and other (various customers) (1) 35.0% 29.4% 32.5% Other (1) 3.0% 7.0% 4.0% (1) No individual customer greater than 5% of total revenues. |
Selected Quarterly Financial 35
Selected Quarterly Financial Information (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Information (UNAUDITED) [Abstract] | |
Selected Quarterly Financial Information | The consolidated operating results in any quarter are not necessarily indicative of the consolidated results that may be expected for any future period. Year Ended December 31, 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues, net $ 1,848 $ 1,171 $ 1,441 $ 1,103 Operating expenses 25,606 15,574 10,996 12,356 Loss from operations (23,758 ) (14,403 ) (9,555 ) (11,253 ) Net income (loss) attributable to BioTime, Inc. (17,112 ) 24,549 31,199 (4,945 ) Basic and diluted net income (loss) per share $ (0.19 ) $ 0.26 $ 0.30 $ (0.05 ) Year Ended December 31, 2015 Revenues, net $ 1,000 $ 1,749 $ 1,874 $ 1,306 Operating expenses 14,502 15,245 18,978 23,013 Loss from operations (13,502 ) (13,496 ) (17,104 ) (21,707 ) Net loss attributable to BioTime, Inc. (1) (10,167 ) (9,691 ) (13,626 ) (13,507 ) Basic and diluted net loss per share $ (0.13 ) $ (0.12 ) $ (0.18 ) $ (0.16 ) (1) Net of $4.5 million of deferred income tax benefits for 2015, entirely attributable to Asterias. |
Organization, Basis of Presen36
Organization, Basis of Presentation and Liquidity, General (Details) | 12 Months Ended | ||||
Dec. 31, 2016TechnologyProgramSectorSubsidiary | Feb. 17, 2017 | May 13, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Basis of Presentation and Liquidity [Abstract] | |||||
Number of platform technologies | Technology | 2 | ||||
Number of clinical stage programs | Program | 3 | ||||
Number of primary sectors | Sector | 3 | ||||
Number of subsidiaries | Subsidiary | 2 | ||||
Asterias Biotherapeutics, Inc. [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method ownership percentage | 48.70% | 57.10% | |||
Equity method ownership percentage after public offering | 48.70% | ||||
Asterias Biotherapeutics, Inc. [Member] | Maximum [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method ownership percentage | 50.00% | ||||
OncoCyte Corporation [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method ownership percentage | 57.80% | 76.50% | |||
OncoCyte Corporation [Member] | Maximum [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method ownership percentage | 50.00% | ||||
OncoCyte Corporation [Member] | Subsequent Event [Member] | Maximum [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method ownership percentage | 50.00% |
Organization, Basis of Presen37
Organization, Basis of Presentation and Liquidity, Principles of Consolidation and Liquidity (Details) - USD ($) $ in Thousands | Feb. 15, 2017 | Feb. 28, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Noncontrolling Interest [Line Items] | |||||||
Accumulated deficit | $ (196,321) | $ (229,893) | |||||
Working capital | 17,000 | ||||||
Shareholders' equity | 130,508 | $ 76,447 | $ 62,723 | $ 42,261 | |||
Cash, cash equivalents and available for sale securities | $ 12,500 | ||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Proceeds from issuance initial public offering | $ 18,700 | $ 18,700 | |||||
Cell Cure Neurosciences, Ltd. [Member] | Israel [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
BioTime Ownership | [1] | 62.50% | |||||
ES Cell International Pte. Ltd. [Member] | Singapore [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
BioTime Ownership | 100.00% | ||||||
LifeMap Sciences, Inc. [Member] | USA [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
BioTime Ownership | 77.90% | ||||||
LifeMap Sciences, Ltd. [Member] | Israel [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
BioTime Ownership | [2] | 0.00% | |||||
LifeMap Solutions, Inc [Member] | USA [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
BioTime Ownership | [2] | 0.00% | |||||
OncoCyte Corporation [Member] | USA [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
BioTime Ownership | [3] | 51.10% | |||||
OrthoCyte Corporation [Member] | USA [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
BioTime Ownership | 100.00% | ||||||
ReCyte Therapeutics, Inc. [Member] | USA [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
BioTime Ownership | 94.80% | ||||||
[1] | Includes shares owned by BioTime and ES Cell International Pte. Ltd. | ||||||
[2] | LifeMap Sciences, Ltd. and LifeMap Solutions, Inc. are wholly-owned subsidiaries of LifeMap Sciences, Inc. | ||||||
[3] | See Note 16. Beginning February 17, 2017, BioTime deconsolidated OncoCyte and OncoCyte is no longer a subsidiary of BioTime as of that date. |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 13, 2016 | |
Cash and cash equivalents [Abstract] | ||||
Money market funds, cash equivalent | $ 16,800,000 | $ 35,500,000 | ||
Trade accounts and grants receivable, net [Abstract] | ||||
Net trade receivable | 344,000 | 754,000 | ||
Grants receivable | 102,000 | 324,000 | ||
Allowance for doubtful accounts | 543,000 | |||
Schedule of Equity Method Investments [Line Items] | ||||
Write down of investment | $ 3,500,000 | |||
Long-lived intangible assets [Abstract] | ||||
Intangible asset, useful life | 10 years | |||
Foreign currency translation and other comprehensive loss, foreign currency transaction gains and losses [Abstract] | ||||
Change in foreign currency translation | $ (106,000) | $ (424,000) | $ 125,000 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average dilutive common shares used to compute diluted net income per common share (in shares) | 99,553,000 | 79,711,000 | 66,467,000 | |
Minimum [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method ownership percentage | 20.00% | |||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 3 years | |||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 10 years | |||
Common Stock [Member] | ||||
Foreign currency translation and other comprehensive loss, foreign currency transaction gains and losses [Abstract] | ||||
Change in foreign currency translation | $ 0 | $ 0 | $ 0 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average dilutive common shares used to compute diluted net income per common share (in shares) | 2,030,000 | |||
Asterias Biotherapeutics [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method ownership percentage | 48.70% | 57.10% | ||
Asterias Biotherapeutics [Member] | Maximum [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method ownership percentage | 50.00% | |||
Alameda Lease [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Certificates deposit | $ 847,000 | |||
Treasury Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from computation of diluted loss per share (in shares) | 4,472,586 | 4,893,942 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average dilutive common shares used to compute diluted net income per common share (in shares) | 206,000 | |||
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average dilutive common shares used to compute diluted net income per common share (in shares) | 206,000 | |||
Anti-dilutive shares excluded from computation of diluted loss per share (in shares) | 5,194,313 | 3,974,326 | ||
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average dilutive common shares used to compute diluted net income per common share (in shares) | 9,400,000 | |||
Anti-dilutive shares excluded from computation of diluted loss per share (in shares) | 10,109,860 | 9,194,679 |
Deconsolidation of Asterias (De
Deconsolidation of Asterias (Details) - USD ($) $ in Thousands | Jun. 16, 2016 | May 13, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Noncontrolling Interest [Line Items] | |||||
Proceeds from sale of stock | $ 16,400 | ||||
Gain on deconsolidation | $ 49,048 | $ 0 | $ 0 | ||
Common shares, outstanding (in shares) | 102,776,539 | 90,421,554 | |||
Asterias Biotherapeutics, Inc. [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Number of shares sold (in shares) | 5,147,059 | ||||
Warrants issued to purchase common stock (in shares) | 2,959,559 | ||||
Proceeds from sale of stock | $ 16,200 | ||||
Number of units available through offerings (in shares) | 708,333 | ||||
Percentage of ownership interest outstanding after offering | 48.70% | 46.00% | |||
Gain on deconsolidation | $ 49,000 | ||||
Common shares, outstanding (in shares) | 21,700,000 |
Equity Method Accounting for 40
Equity Method Accounting for Common Stock of Asterias, at fair value (Details) - USD ($) $ in Thousands, shares in Millions | 4 Months Ended | 12 Months Ended | |||||
May 12, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 13, 2016 | |||
Schedule of Equity Method Investments [Line Items] | |||||||
Fair value on investment | $ 100,039 | $ 0 | |||||
Asterias Biotherapeutics, Inc. [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common stock, outstanding (in shares) | 21.7 | ||||||
Fair value on investment | 100,000 | $ 65,700 | |||||
Unrealized gains on equity method investment | 34,300 | ||||||
Condensed Statements of Operations [Abstract] | |||||||
Total revenue | $ 2,354 | 6,954 | [1] | 3,582 | $ 1,224 | ||
Gross profit | 2,301 | 6,826 | [1] | 3,314 | 1,129 | ||
Loss from operations | (13,944) | (34,123) | [1] | (21,908) | (17,461) | ||
Net loss | $ (13,113) | (35,038) | [1] | (15,003) | $ (10,097) | ||
Condensed Balance Sheet information [Abstract] | |||||||
Current assets | [2] | 36,990 | 29,789 | ||||
Noncurrent assets | [2] | 24,020 | 27,445 | ||||
Total assets | [2] | 61,010 | 57,234 | ||||
Current liabilities | [2] | 6,051 | 4,980 | ||||
Noncurrent liabilities | [2] | 12,930 | 7,155 | ||||
Stockholders' equity | [2] | 42,029 | 45,099 | ||||
Total liabilities and stockholders' equity | [2] | $ 61,010 | $ 57,234 | ||||
[1] | Asterias results of operations for the period from January 1, 2016 through May 12, 2016, the date immediately preceding the Asterias Deconsolidation, are included in the consolidated results of operations of BioTime for the year ended December 31, 2016 shown in the table below. | ||||||
[2] | The condensed balance sheet information of Asterias as of December 31, 2016, provided for informational and comparative purposes only, was not included in BioTime's consolidated balance sheet at December 31, 2016 due to the Asterias Deconsolidation on May 13, 2016. The condensed balance sheet information of Asterias as of December 31, 2015, included in the table above, was included in BioTime's consolidated balance sheet at December 31, 2015, after intercompany eliminations. |
Property, plant and equipment41
Property, plant and equipment, net (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Property and equipment, net [Abstract] | ||||
Accumulated depreciation and amortization | $ (2,980,000) | [1] | $ (3,451,000) | |
Property and equipment, net | 5,529,000 | [1] | 7,539,000 | |
Depreciation and amortization expense | 1,180,000 | 1,078,000 | $ 1,051,000 | |
Leasehold Improvements [Abstract] | ||||
Leasehold improvements | 1,600,000 | |||
Equipment Furniture and Fixtures [Member] | ||||
Property and equipment, net [Abstract] | ||||
Property plant and equipment | 4,718,000 | [1] | 5,274,000 | |
Leasehold Improvements [Member] | ||||
Property and equipment, net [Abstract] | ||||
Property plant and equipment | 3,791,000 | [1] | 5,623,000 | |
Leasehold Improvements [Abstract] | ||||
Tenant improvement allowance under lease agreement | 1,400,000 | |||
Nonreimbursement leasehold improvement from landlord | 200,000 | |||
Construction in Progress [Member] | ||||
Property and equipment, net [Abstract] | ||||
Property plant and equipment | 0 | [1] | 93,000 | |
Property, Plant Equipment under Capital Leases [Member] | ||||
Property and equipment, net [Abstract] | ||||
Property plant and equipment | $ 626,000 | $ 33,800 | ||
[1] | (1) Reflects the effect of the Asterias Deconsolidation. |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Intangible assets, net [Abstract] | ||||
Intangible assets | $ 25,703 | [1] | $ 52,563 | |
Accumulated amortization | (15,497) | [1] | (18,971) | |
Intangible assets, net | $ 10,206 | [1] | 33,592 | |
Intangible assets, useful life | 10 years | |||
Amortization of intangible assets | $ 3,577 | 5,256 | $ 7,360 | |
Intangible assets future amortization expense [Abstract] | ||||
2,017 | 2,570 | |||
2,018 | 2,570 | |||
2,019 | 2,571 | |||
2,020 | 1,794 | |||
2,021 | 537 | |||
Thereafter | 164 | |||
Intangible assets, net | $ 10,206 | [1] | $ 33,592 | |
[1] | Reflects the effect of the Deconsolidation. |
Accounts Payable and Accrued 43
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | [1] | Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] | |||
Accounts payable | $ 1,593 | $ 2,798 | |
Accrued expenses | 3,212 | 5,021 | |
Accrued payroll and bonus | 1,904 | 1,126 | |
Other current liabilities | 435 | 432 | |
Total | $ 7,144 | $ 9,377 | |
[1] | Reflects the effect of the Asterias Deconsolidation. |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2015USD ($) | Apr. 30, 2015USD ($) | Dec. 31, 2016USD ($)ft²$ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)Shareholder | |
Related Party Transaction [Line Items] | |||||
Rent per month | $ 5,050 | ||||
Area of office space (in square feet) | ft² | 900 | ||||
Principal and accumulated interest | $ 1,757,000 | $ 255,000 | $ 471,000 | ||
Carrying value of convertible debt | 1,032,000 | 324,000 | |||
Accounts receivable from affiliates | 511,000 | 0 | |||
Cell Cure Neurosciences, Ltd. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Principal and accumulated interest | $ 471,000 | ||||
Number of shareholders | Shareholder | 2 | ||||
Carrying value of convertible debt | 1,865,000 | 324,000 | |||
Amount of convertible debt | 2,544,000 | 748,000 | |||
Unamortized debt discount | 679,000 | $ 424,000 | |||
Cell Cure Neurosciences, Ltd. [Member] | Convertible Notes [Member] | |||||
Related Party Transaction [Line Items] | |||||
Principal and accumulated interest | $ 188,000 | $ 66,000 | $ 1,757,000 | ||
Stated interest rate | 3.00% | ||||
Conversion price (in dollars per share) | $ / shares | $ 20 | ||||
Accrued interest is payable period | 3 years | ||||
Cell Cure Neurosciences, Ltd. [Member] | Convertible Notes [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Estimated fair market value (in dollars per share) | $ / shares | $ 28 | ||||
Intrinsic value (in dollars per share) | $ / shares | $ 8 | ||||
Effective annual interest rate | 11.00% | ||||
Cell Cure Neurosciences, Ltd. [Member] | Convertible Notes [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Estimated fair market value (in dollars per share) | $ / shares | $ 40 | ||||
Intrinsic value (in dollars per share) | $ / shares | $ 20 | ||||
Effective annual interest rate | 23.00% |
Shareholders' Equity, Warrants
Shareholders' Equity, Warrants (Details) - Warrants [Member] - $ / shares shares in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Numbers of Warrant Shares [Roll Forward] | |||||
Warrants Outstanding Beginning Balance (in shares) | 10,110 | 9,195 | 9,752 | ||
Exercised (in shares) | (4) | (557) | |||
Warrant adjustment (in shares) | [1] | 919 | |||
Expired in 2016 (in shares) | (715) | ||||
Warrants Outstanding Ending Balance (in shares) | 9,395 | [2] | 10,110 | 9,195 | |
Per share exercise price [Abstract] | |||||
Outstanding Beginning Balance (in dollars per share) | $ 4.55 | $ 5 | |||
Exercised (in dollars per share) | 5 | $ 10 | |||
Expired in 2016 (in dollars per share) | 4.55 | ||||
Outstanding Ending Balance (in dollars per share) | 4.55 | [2] | 4.55 | 5 | |
Weighted Average Exercise Price [Abstract] | |||||
Outstanding Beginning Balance (in dollars per share) | 4.55 | 5 | 5.29 | ||
Exercised (in dollars per share) | 5 | 10 | |||
Expired in 2016 (in dollars per share) | 4.55 | ||||
Outstanding Ending Balance(in dollars per share) | $ 4.55 | [2] | $ 4.55 | 5 | |
Minimum [Member] | |||||
Per share exercise price [Abstract] | |||||
Outstanding Beginning Balance (in dollars per share) | 5 | ||||
Maximum [Member] | |||||
Per share exercise price [Abstract] | |||||
Outstanding Beginning Balance (in dollars per share) | $ 10 | ||||
[1] | The number of shares issuable upon the exercise of the warrants was adjusted as a result of the distribution of OncoCyte common stock to BioTime shareholders during December 2015. | ||||
[2] | At December 31, 2016, the 9,394,862 outstanding warrants will expire, if unexercised, beginning June 5, 2018 through September 30, 2018. |
Shareholders' Equity, Preferred
Shareholders' Equity, Preferred and Common Shares (Details) | Feb. 17, 2017shares | Feb. 15, 2017shares | Aug. 29, 2016USD ($)$ / sharesshares | Jul. 16, 2016shares | Jul. 05, 2016USD ($)shares | Jun. 16, 2016USD ($)$ / shares | May 13, 2016USD ($)shares | Feb. 28, 2017$ / sharesshares | Oct. 31, 2015USD ($)Investor$ / sharesshares | Sep. 30, 2015USD ($)Shareholder$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014 |
Preferred Shares [Abstract] | |||||||||||||
Preferred shares, shares authorized (in shares) | 2,000,000 | 2,000,000 | |||||||||||
Preferred shares, shares issued (in shares) | 0 | 0 | |||||||||||
Preferred shares, shares outstanding (in shares) | 0 | 0 | |||||||||||
Common Shares [Abstract] | |||||||||||||
Common shares, authorized (in shares) | 150,000,000 | 150,000,000 | |||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0 | $ 0 | |||||||||||
Common shares, issued (in shares) | 103,396,245 | 94,894,140 | |||||||||||
Common shares, outstanding (in shares) | 102,776,539 | 90,421,554 | |||||||||||
Treasury stock (in shares) | 619,706 | 4,472,586 | |||||||||||
Purchase price per share (in dollars per share) | $ / shares | $ 2.39 | ||||||||||||
Common shares, new shares issued (in shares) | 7,322,176 | ||||||||||||
Proceeds from sale of stock | $ | $ 16,400,000 | ||||||||||||
Noncontrolling interest | $ | $ 12,580,000 | $ 50,631,000 | |||||||||||
OncoCyte Offering [Member] | |||||||||||||
Common Shares [Abstract] | |||||||||||||
Issuance of common stock and warrants (in dollars per share) | $ / shares | $ 3.25 | ||||||||||||
OncoCyte Offering Warrants [Member] | |||||||||||||
Common Shares [Abstract] | |||||||||||||
Warrants to purchase stock (in shares) | 1 | ||||||||||||
Warrants exercised period | 5 years | ||||||||||||
Asterias Biotherapeutics [Member] | |||||||||||||
Common Shares [Abstract] | |||||||||||||
Common shares, outstanding (in shares) | 21,700,000 | ||||||||||||
Proceeds from sale of stock | $ | $ 16,200,000 | ||||||||||||
Number of shares sold (in shares) | 5,147,059 | ||||||||||||
Equity method ownership percentage | 57.10% | 48.70% | |||||||||||
Percentage of ownership interest | 57.10% | 48.70% | |||||||||||
Noncontrolling interest | $ | $ 18,300,000 | ||||||||||||
Asterias Biotherapeutics [Member] | Maximum [Member] | |||||||||||||
Common Shares [Abstract] | |||||||||||||
Equity method ownership percentage | 50.00% | ||||||||||||
Percentage of ownership interest | 50.00% | ||||||||||||
OncoCyte Corporation [Member] | |||||||||||||
Common Shares [Abstract] | |||||||||||||
Proceeds from sale of stock | $ | $ 9,800,000 | ||||||||||||
Shares distributed to shareholders (in shares) | 4,700,000 | ||||||||||||
Shares conversion ratio | 20 | ||||||||||||
Reduction in equity method investment | $ | $ 712,000 | ||||||||||||
Equity method ownership percentage | 57.80% | 76.50% | |||||||||||
Taxable gain | $ | $ 7,400,000 | ||||||||||||
Decrease in equity method investment | 18.70% | ||||||||||||
Issuance of common stock and warrants (in shares) | 3,246,153 | ||||||||||||
Warrants to purchase common stock (in shares) | 1 | ||||||||||||
Percentage of ownership interest | 57.80% | 76.50% | |||||||||||
Noncontrolling interest | $ | $ 4,000,000 | ||||||||||||
OncoCyte Corporation [Member] | Maximum [Member] | |||||||||||||
Common Shares [Abstract] | |||||||||||||
Equity method ownership percentage | 50.00% | ||||||||||||
Percentage of ownership interest | 50.00% | ||||||||||||
OncoCyte Corporation [Member] | Subsequent Event [Member] | |||||||||||||
Common Shares [Abstract] | |||||||||||||
Issuance of common stock and warrants (in shares) | 625,000 | ||||||||||||
OncoCyte Corporation [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||||
Common Shares [Abstract] | |||||||||||||
Equity method ownership percentage | 50.00% | ||||||||||||
Percentage of ownership interest | 50.00% | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Common Shares [Abstract] | |||||||||||||
Common shares, new shares issued (in shares) | 1,098,326 | ||||||||||||
Proceeds from sale of stock | $ | $ 2,200,000 | ||||||||||||
BioTime Common Stock [Member] | |||||||||||||
Common Shares [Abstract] | |||||||||||||
Number of shares sold (in shares) | 1,600,000 | 2,607,401 | |||||||||||
Proceeds from sale of shares | $ | $ 5,100,000 | $ 8,600,000 | |||||||||||
Number of shareholders | Shareholder | 3 | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 3.19 | $ 3.29 | |||||||||||
BioTime Common Stock [Member] | Subsequent Event [Member] | |||||||||||||
Common Shares [Abstract] | |||||||||||||
Common shares, new shares issued (in shares) | 7,453,704 | 7,453,704 | |||||||||||
Price per share (in dollars per share) | $ / shares | $ 2.70 | ||||||||||||
BioTime Common Stock [Member] | OncoCyte Corporation [Member] | |||||||||||||
Common Shares [Abstract] | |||||||||||||
Number of shares sold (in shares) | 246,356 | ||||||||||||
Number of investors | Investor | 1 | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 3.13 | ||||||||||||
BioTime Common Stock [Member] | Certain investors [Member] | |||||||||||||
Common Shares [Abstract] | |||||||||||||
Number of shares sold (in shares) | 6,530,612 | ||||||||||||
Proceeds from sale of shares | $ | $ 20,400,000 | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 3.13 |
Stock Option Plans (Details)
Stock Option Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period when options may not be granted or exercised | 10 years | ||
Weighted-average estimated fair value of stock options granted (in dollars per share) | $ 0 | $ 0 | |
2002 Plan and 2012 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation costs | $ 6 | ||
Weighted average recognition period | 2 years 9 months 22 days | ||
Weighted-average estimated fair value of stock options granted (in dollars per share) | $ 1.69 | $ 2.13 | $ 2.78 |
Weighted-average Assumptions [Abstract] | |||
Expected life | 5 years 9 months 29 days | 5 years 7 months 13 days | 6 years 8 months 1 day |
Risk-free interest rates | 1.45% | 1.70% | 2.19% |
Volatility | 61.24% | 65.82% | 83.20% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Shares Available for Grant [Roll Forward] | |||
Increase in option pool (in shares) | 6,000,000 | ||
Options exercised (in shares) | 0 | 0 | |
Restricted stock issued (in shares) | (200,000) | ||
Number of Options Outstanding [Roll Forward] | |||
Increase in option pool (in shares) | 0 | ||
Options exercised (in shares) | (156,000) | (2,060,000) | |
Restricted stock issued (in shares) | 100,000 | ||
Weighted Average Exercise Price [Roll Forward] | |||
Increase in option pool (in dollars per share) | $ 0 | ||
Options exercised (in dollars per share) | $ 4 | $ 0.58 | |
Shares Available for Grant [Roll Forward] | |||
Beginning of the period (in shares) | 5,257,000 | 668,000 | 2,315,000 |
Increase option pool (in shares) | 6,000,000 | ||
Restricted stock issued (in shares) | (200,000) | ||
Common stock issued to consultant in lieu of cash (in shares) | (28,000) | ||
Common stock issued to employee for bonuses in lieu of cash (in shares) | (135,000) | ||
Exercised (in shares) | 0 | 0 | |
End of the period (in shares) | 2,894,000 | 5,257,000 | 668,000 |
Number of Options Outstanding [Roll Forward] | |||
Outstanding, beginning of the period (in shares) | 5,194,000 | 3,974,000 | 4,567,000 |
Increase option pool (in shares) | 0 | ||
Exercised (in shares) | (156,000) | (2,060,000) | |
Outstanding, end of the period (in shares) | 6,958,000 | 5,194,000 | 3,974,000 |
Number of RSUs Outstanding [Roll Forward] | |||
Warrants Outstanding Beginning Balance (in shares) | 0 | ||
RSUs (in shares) | 100,000 | ||
Warrants Outstanding Ending Balance (in shares) | 100,000 | 0 | |
Weighted Average Exercise Price [Roll Forward] | |||
Outstanding, beginning of the period (in dollars per share) | $ 3.93 | $ 4.04 | $ 2.71 |
Increase option pool (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 4 | 0.58 | |
Outstanding end of the period (in dollars per share) | 3.60 | $ 3.93 | $ 4.04 |
2002 Plan and 2012 Plan [Member] | 2.52-3.96 [Member] | |||
Additional Information regarding options outstanding [Abstract] | |||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 2.52 | ||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 3.96 | ||
Number Outstanding (in shares) | 5,349,000 | ||
Options Outstanding, Weighted Avg. Remaining Contractual Life | 7 years 2 months 16 days | ||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 3.32 | ||
Number Exercisable (in shares) | 2,080,000 | ||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 3.46 | ||
2002 Plan and 2012 Plan [Member] | 4.02-4.95 [Member] | |||
Additional Information regarding options outstanding [Abstract] | |||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 4.02 | ||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 4.95 | ||
Number Outstanding (in shares) | 1,429,000 | ||
Options Outstanding, Weighted Avg. Remaining Contractual Life | 3 years 9 months 18 days | ||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.25 | ||
Number Exercisable (in shares) | 1,225,000 | ||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.26 | ||
2002 Plan and 2012 Plan [Member] | 5.02-8.58 [Member] | |||
Additional Information regarding options outstanding [Abstract] | |||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 5.02 | ||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 8.58 | ||
Number Outstanding (in shares) | 180,000 | ||
Options Outstanding, Weighted Avg. Remaining Contractual Life | 10 months 2 days | ||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 6.94 | ||
Number Exercisable (in shares) | 179,000 | ||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.95 | ||
2002 Plan and 2012 Plan [Member] | $2.52-$8.58 [Member] | |||
Additional Information regarding options outstanding [Abstract] | |||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 2.52 | ||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 8.58 | ||
Number Outstanding (in shares) | 6,958,000 | ||
Options Outstanding, Weighted Avg. Remaining Contractual Life | 6 years 4 months 2 days | ||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 3.60 | ||
Number Exercisable (in shares) | 3,484,000 | ||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 3.92 | ||
2002 Plan [Member] | |||
Shares Available for Grant [Roll Forward] | |||
Options expired/forfeited/cancelled (in shares) | 0 | 0 | 0 |
Number of Options Outstanding [Roll Forward] | |||
Options forfeited/cancelled/expired (in shares) | (236,000) | (35,000) | (179,000) |
Weighted Average Exercise Price [Roll Forward] | |||
Options forfeited/cancelled (in dollars per share) | $ 5.17 | $ 6.72 | $ 4.32 |
Shares Available for Grant [Roll Forward] | |||
Forfeited/cancelled/expired (in shares) | 0 | 0 | 0 |
Number of Options Outstanding [Roll Forward] | |||
Forfeited/cancelled/expired (in shares) | (236,000) | (35,000) | (179,000) |
Weighted Average Exercise Price [Roll Forward] | |||
Forfeited/cancelled/expired (in dollars per share) | $ 5.17 | $ 6.72 | $ 4.32 |
2012 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common shares reserved for future issuance (in shares) | 10,000,000 | ||
Period when options may not be granted or exercised | 10 years | ||
Common shares vested issued in lieu of cash (in shares) | 81,603 | ||
Number of shares available for grant (in shares) | 163,000 | ||
Common shares issued or RSU granted (in shares) | 2 | ||
Shares Available for Grant [Roll Forward] | |||
Options granted (in shares) | (2,315,000) | (1,650,000) | (2,170,000) |
Options expired/forfeited/cancelled (in shares) | 315,000 | 239,000 | 523,000 |
Number of Options Outstanding [Roll Forward] | |||
Options granted (in shares) | 2,315,000 | 1,650,000 | 2,170,000 |
Options forfeited/cancelled/expired (in shares) | (315,000) | (239,000) | (524,000) |
Weighted Average Exercise Price [Roll Forward] | |||
Options granted (in dollars per share) | $ 3.03 | $ 3.72 | $ 3.54 |
Options forfeited/cancelled (in dollars per share) | $ 3.77 | $ 3.82 | $ 3.72 |
Shares Available for Grant [Roll Forward] | |||
Granted (in shares) | (2,315,000) | (1,650,000) | (2,170,000) |
Forfeited/cancelled/expired (in shares) | 315,000 | 239,000 | 523,000 |
Number of Options Outstanding [Roll Forward] | |||
Granted (in shares) | 2,315,000 | 1,650,000 | 2,170,000 |
Forfeited/cancelled/expired (in shares) | (315,000) | (239,000) | (524,000) |
Weighted Average Exercise Price [Roll Forward] | |||
Granted (in dollars per share) | $ 3.03 | $ 3.72 | $ 3.54 |
Forfeited/cancelled/expired (in dollars per share) | $ 3.77 | $ 3.82 | $ 3.72 |
OncoCyte, OrthoCyte and ReCyte Therapeutics Stock Option Plans [Member] | |||
Additional Information regarding options outstanding [Abstract] | |||
Authorize number of shares under stock option plan (in shares) | 4,000,000 | ||
BioTime Asia Stock Option Plan [Member] | |||
Additional Information regarding options outstanding [Abstract] | |||
Authorize number of shares under stock option plan (in shares) | 1,600 | ||
OncoCyte Common Stock Option Plans [Member] | |||
Shares Available for Grant [Roll Forward] | |||
Beginning of the period (in shares) | 1,757,000 | 1,278,000 | 1,250,000 |
Increase in option pool (in shares) | 4,000,000 | ||
Options granted (in shares) | (962,000) | (2,875,000) | (1,590,000) |
Options exercised (in shares) | 0 | 0 | |
Options expired/forfeited/cancelled (in shares) | 35,000 | 1,121,000 | 28,000 |
2 for 1 reverse stock split (in shares) | (1,762,000) | ||
Options granted after reverse stock split (in shares) | (10,000) | ||
Options forfeited/cancelled after reverse stock split (in shares) | 5,000 | ||
Restricted stock issued (in shares) | (400,000) | ||
Options expired (in shares) | 50,000 | ||
End of the period (in shares) | 880,000 | 1,757,000 | 1,278,000 |
Number of Options Outstanding [Roll Forward] | |||
Outstanding, beginning of the period (in shares) | 2,240,000 | 2,722,000 | 2,750,000 |
Increase in option pool (in shares) | 0 | ||
Options granted (in shares) | 962,000 | 2,875,000 | 1,590,000 |
Options exercised (in shares) | (100,000) | (6,000) | (3,000) |
Options forfeited/cancelled/expired (in shares) | (35,000) | (1,121,000) | (28,000) |
2 for 1 reverse stock split (in shares) | (2,235,000) | ||
Options granted after reverse stock split (in shares) | 10,000 | ||
Options forfeited/cancelled after reverse stock split (in shares) | (5,000) | ||
Options expired (in shares) | (50,000) | ||
Restricted stock issued (in shares) | 200,000 | ||
Outstanding, end of the period (in shares) | 3,017,000 | 2,240,000 | 2,722,000 |
Weighted Average Exercise Price [Roll Forward] | |||
Outstanding, beginning of the period (in dollars per share) | $ 2.94 | $ 0.76 | $ 0.76 |
Increase in option pool (in dollars per share) | 0 | ||
Options granted (in dollars per share) | 3.58 | 1.10 | 2.50 |
Options exercised (in dollars per share) | 2.19 | 0.67 | 2.34 |
Options forfeited/cancelled (in dollars per share) | 2.03 | 0.79 | 1 |
2 for 1 reverse stock split (in dollars per shares) | 2.02 | ||
Options granted after reverse stock split (in dollars per share) | 3.60 | ||
Options forfeited/cancelled after reverse stock split (in dollars per share) | 2 | 2.34 | |
Options expired (in dollars per share) | 2 | ||
Outstanding end of the period (in dollars per share) | $ 2.52 | $ 2.94 | $ 0.76 |
Shares Available for Grant [Roll Forward] | |||
Increase option pool (in shares) | 4,000,000 | ||
Granted (in shares) | (962,000) | (2,875,000) | (1,590,000) |
Restricted stock issued (in shares) | (400,000) | ||
Exercised (in shares) | 0 | 0 | |
Forfeited/cancelled/expired (in shares) | 35,000 | 1,121,000 | 28,000 |
Number of Options Outstanding [Roll Forward] | |||
Increase option pool (in shares) | 0 | ||
Granted (in shares) | 962,000 | 2,875,000 | 1,590,000 |
Exercised (in shares) | (100,000) | (6,000) | (3,000) |
Forfeited/cancelled/expired (in shares) | (35,000) | (1,121,000) | (28,000) |
Number of RSUs Outstanding [Roll Forward] | |||
RSUs (in shares) | 200,000 | ||
Weighted Average Exercise Price [Roll Forward] | |||
Increase option pool (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | $ 3.58 | 1.10 | $ 2.50 |
Exercised (in dollars per share) | 2.19 | 0.67 | 2.34 |
Forfeited/cancelled/expired (in dollars per share) | $ 2.03 | $ 0.79 | $ 1 |
Additional Information regarding options outstanding [Abstract] | |||
Authorize number of shares under stock option plan (in shares) | 4,000,000 | ||
Cell Cure Neurosciences' Option Plan [Member] | |||
Additional Information regarding options outstanding [Abstract] | |||
Authorize number of shares under stock option plan (in shares) | 125,363 | ||
Lifemap Stock Option Plan [Member] | |||
Additional Information regarding options outstanding [Abstract] | |||
Authorize number of shares under stock option plan (in shares) | 8,000,000 | ||
LifeMap Solutions, Inc [Member] | |||
Additional Information regarding options outstanding [Abstract] | |||
Authorize number of shares under stock option plan (in shares) | 18,667 |
Stock Option Plans, Allocation
Stock Option Plans, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
All stock-based compensation expense [Abstract] | |||
Total stock-based compensation expense | $ 7,951 | $ 11,050 | $ 4,455 |
Research and Development [Member] | |||
All stock-based compensation expense [Abstract] | |||
Total stock-based compensation expense | 2,608 | 3,267 | 1,310 |
General and Administrative [Member] | |||
All stock-based compensation expense [Abstract] | |||
Total stock-based compensation expense | $ 5,343 | $ 7,783 | $ 3,145 |
Stock Option Plans, Subsidiarie
Stock Option Plans, Subsidiaries' Stock Options Plans (Details) - $ / shares shares in Thousands | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
OrthoCyte Corporation [Member] | ||||||
Shares Available for Grant [Roll Forward] | ||||||
Beginning of the period (in shares) | 1,371 | 1,355 | [1] | |||
Forfeited/cancelled/expired (in shares) | 1,329 | 16 | ||||
End of the period (in shares) | 2,700 | 1,371 | 1,355 | [1] | ||
Number of Options Outstanding [Roll Forward] | ||||||
Outstanding, beginning of the period (in shares) | 2,629 | 2,645 | [1] | |||
Forfeited/cancelled/expired (in shares) | (1,329) | (16) | ||||
Outstanding, end of the period (in shares) | 1,300 | 2,629 | 2,645 | [1] | ||
Weighted Average Exercise Price [Roll Forward] | ||||||
Outstanding, beginning of the period (in dollars per share) | $ 0.08 | $ 0.08 | [1] | |||
Forfeited/cancelled/expired (in dollars per share) | 0.10 | 0.07 | ||||
Outstanding end of the period (in dollars per share) | $ 0.06 | $ 0.08 | $ 0.08 | [1] | ||
ReCyte Therapeutics, Inc. [Member] | ||||||
Shares Available for Grant [Roll Forward] | ||||||
Beginning of the period (in shares) | 2,721 | 2,710 | [1] | |||
Forfeited/cancelled/expired (in shares) | 29 | 11 | ||||
End of the period (in shares) | 2,750 | 2,721 | 2,710 | [1] | ||
Number of Options Outstanding [Roll Forward] | ||||||
Outstanding, beginning of the period (in shares) | 1,279 | 1,290 | [1] | |||
Forfeited/cancelled/expired (in shares) | (29) | (11) | ||||
Outstanding, end of the period (in shares) | 1,250 | 1,279 | 1,290 | [1] | ||
Weighted Average Exercise Price [Roll Forward] | ||||||
Outstanding, beginning of the period (in dollars per share) | $ 2.05 | $ 2.05 | [1] | |||
Forfeited/cancelled/expired (in dollars per share) | 2.05 | 2.05 | ||||
Outstanding end of the period (in dollars per share) | $ 2.05 | $ 2.05 | $ 2.05 | [1] | ||
LifeMap Sciences, Inc. [Member] | ||||||
Shares Available for Grant [Roll Forward] | ||||||
Beginning of the period (in shares) | 547 | 471 | 413 | |||
Granted (in shares) | (20) | (131) | ||||
Forfeited/cancelled/expired (in shares) | 219 | 207 | 58 | |||
End of the period (in shares) | 746 | 547 | 471 | |||
Number of Options Outstanding [Roll Forward] | ||||||
Outstanding, beginning of the period (in shares) | 1,795 | 1,871 | 1,929 | |||
Granted (in shares) | 20 | 131 | ||||
Forfeited/cancelled/expired (in shares) | (219) | (207) | (58) | |||
Outstanding, end of the period (in shares) | 1,596 | 1,795 | 1,871 | |||
Weighted Average Exercise Price [Roll Forward] | ||||||
Outstanding, beginning of the period (in dollars per share) | $ 1.47 | $ 1.48 | $ 1.49 | |||
Granted (in dollars per share) | 2.25 | 1.92 | ||||
Forfeited/cancelled/expired (in dollars per share) | 1.72 | 1.79 | 1.48 | |||
Outstanding end of the period (in dollars per share) | $ 1.44 | $ 1.47 | $ 1.48 | |||
LifeMap Solutions, Inc [Member] | ||||||
Shares Available for Grant [Roll Forward] | ||||||
Option pool added upon incorporation (in shares) | 19 | |||||
Beginning of the period (in shares) | 5 | 6 | ||||
Granted (in shares) | (2) | (2) | (13) | |||
Forfeited/cancelled/expired (in shares) | 4 | 1 | ||||
End of the period (in shares) | 7 | 5 | 6 | |||
Number of Options Outstanding [Roll Forward] | ||||||
Outstanding, beginning of the period (in shares) | 14 | 13 | ||||
Granted (in shares) | 2 | 2 | 13 | |||
Forfeited/cancelled/expired (in shares) | (4) | (1) | ||||
Outstanding, end of the period (in shares) | 12 | 14 | 13 | |||
Weighted Average Exercise Price [Roll Forward] | ||||||
Outstanding, beginning of the period (in dollars per share) | $ 500 | $ 500 | ||||
Granted (in dollars per share) | 500 | 500 | $ 500 | |||
Forfeited/cancelled/expired (in dollars per share) | 500 | 500 | ||||
Outstanding end of the period (in dollars per share) | $ 500 | $ 500 | $ 500 | |||
BioTime Asia, Limited [Member] | ||||||
Shares Available for Grant [Roll Forward] | ||||||
Stock option available for future grants (in shares) | 1,300 | |||||
Number of Options Outstanding [Roll Forward] | ||||||
Outstanding, end of the period (in shares) | 300 | |||||
Weighted Average Exercise Price [Roll Forward] | ||||||
Outstanding end of the period (in dollars per share) | $ 0.01 | |||||
Cell Cure Neurosciences, Ltd. [Member] | ||||||
Shares Available for Grant [Roll Forward] | ||||||
Beginning of the period (in shares) | [2] | 2 | ||||
Granted (in shares) | (69) | |||||
End of the period (in shares) | 44 | 2 | [2] | |||
Increase to option under 2016 share option plan (in shares) | 111 | |||||
Number of Options Outstanding [Roll Forward] | ||||||
Outstanding, beginning of the period (in shares) | [2] | 12 | ||||
Granted (in shares) | 69 | |||||
Increase to option under 2016 Share Option Plan (in shares) | 0 | |||||
Outstanding, end of the period (in shares) | 81 | 12 | [2] | |||
Weighted Average Exercise Price [Roll Forward] | ||||||
Outstanding, beginning of the period (in dollars per share) | [2],[3] | $ 23.93 | ||||
Granted (in dollars per share) | [3] | 40 | ||||
Increase to option under 2016 share option plan (in dollars per share) | [3] | 0 | ||||
Outstanding end of the period (in dollars per share) | [3] | $ 38 | $ 23.93 | [2] | ||
[1] | There was no grant activity during 2014. | |||||
[2] | There was no grant activity during 2014 and 2015. | |||||
[3] | Cell Cure Neurosciences Share Option Plan US dollar exercise price shown is approximated based on the conversion rate between the US dollar and the New Israeli Shekel, NIS, at the time of grant. The exercise price is denominated in NIS. |
Commitments and Contingencies50
Commitments and Contingencies (Details) | 12 Months Ended | ||||
Dec. 31, 2016USD ($)ft²m²BuildingOption | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016ILS (₪)ft²m² | ||
Alameda Operating Lease Future Payments Due Fiscal Year Maturity [Abstract] | |||||
2,017 | $ 797,000 | ||||
2,018 | 822,000 | ||||
2,019 | 844,000 | ||||
2,020 | 870,000 | ||||
2,021 | 896,000 | ||||
Thereafter | 1,002,000 | ||||
Total | 5,231,000 | ||||
Minimum annual lease payments under the various operating leases [Abstract] | |||||
2,017 | 1,098,000 | [1] | |||
2,018 | 1,045,000 | [1] | |||
2,019 | 1,042,000 | [1] | |||
2,020 | 1,048,000 | [1] | |||
2,021 | 897,000 | [1] | |||
Thereafter | 1,002,000 | [1] | |||
Total | 6,132,000 | [1] | |||
Minimum annual lease payments under capital leases [Abstract] | |||||
2,017 | 202,000 | ||||
2,018 | 217,000 | ||||
2,019 | 93,000 | ||||
2,020 | 0 | ||||
2,021 | 0 | ||||
Thereafter | 0 | ||||
Total | $ 512,000 | ||||
New Alameda Lease [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Lease term | 7 years | ||||
Number of years lease can be extended | 5 years | ||||
Leased area | ft² | 30,795 | 30,795 | |||
Number of buildings for lease | Building | 2 | ||||
Base rent | $ 64,670 | ||||
Base rent increase rate | 3.00% | 3.00% | |||
Tenant improvement allowance | $ 1,400,000 | ||||
Security Deposit | 847,000 | ||||
Security deposit reduction in value after first twenty four months of lease term | 423,000 | ||||
Security deposit reduction in value after first thirty six months of lease term | 346,000 | ||||
Reporting Entities [Member] | Office space in New York City [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Base rent | $ 5,050 | ||||
Cell Cure [Member] | Office and laboratory space, Jerusalem, Israel [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Number of years lease can be extended | 5 years | ||||
Leased area | m² | 1,128 | 1,128 | |||
Base rent | $ 14,400 | ₪ 55,218 | |||
Rent expenses | $ 1,500,000 | $ 2,100,000 | $ 2,000,000 | ||
Number of five year options to extend lease term | Option | 2 | ||||
Research and Development Licensing Agreements [Member] | |||||
Royalty Obligations and License Fees [Abstract] | |||||
License fees and related expenses | $ 180,000 | $ 282,000 | $ 432,000 | ||
Research and Development Licensing Agreements [Member] | Minimum [Member] | |||||
Royalty Obligations and License Fees [Abstract] | |||||
Minimum annual maintenance fees | 140,000 | ||||
Research and Development Licensing Agreements [Member] | Maximum [Member] | |||||
Royalty Obligations and License Fees [Abstract] | |||||
Minimum annual maintenance fees | $ 160,000 | ||||
[1] | Includes the lease of our principal office and laboratory facilities in Alameda, California, including the lease liability, leases of the offices and laboratory facilities of LifeMap Sciences, Cell Cure and other operating leases of lab equipment. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred tax assets/(liabilities) [Abstract] | |||
Net operating loss carryforwards | $ 78,116,000 | $ 78,268,000 | |
Research and development and other credits | 7,645,000 | 8,331,000 | |
Patents and licenses | (67,000) | (6,860,000) | |
Equity method investments | (40,258,000) | (1,333,000) | |
Stock options | 1,529,000 | 670,000 | |
Other, net | 2,248,000 | ||
Other, net | (263,000) | ||
Total | 49,213,000 | 78,813,000 | |
Valuation allowance | (49,213,000) | (78,813,000) | |
Net deferred tax liabilities | $ 0 | $ 0 | |
Income tax rate reconciliation [Abstract] | |||
Computed tax benefit at federal statutory rate | 34.00% | 34.00% | 34.00% |
Research and development and other credits | (3.00%) | 2.00% | 3.00% |
Permanent differences | 2.00% | (4.00%) | (1.00%) |
Change in valuation allowance | (63.00%) | (34.00%) | (24.00%) |
State tax benefit, net of effect on federal income taxes | 24.00% | 10.00% | 3.00% |
Foreign rate differential | 6.00% | (1.00%) | (1.00%) |
Total | 0.00% | 7.00% | 14.00% |
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards for federal tax purposes | $ 171,100,000 | ||
Net operating loss carryforwards for state tax purposes | $ 95,000,000 | ||
Period in which change of ownership for a specified percentage should occur | 3 years | ||
Gain on deconsolidation of Asterias | $ 49,048,000 | $ 0 | $ 0 |
Unrealized gain | 34,361,000 | 0 | 0 |
Taxable gain on asset transfer | 3,100,000 | ||
Deferred income tax benefit | 0 | (4,516,000) | (7,376,000) |
Deferred federal income tax benefit | (4,800,000) | (5,200,000) | |
Deferred state income tax benefit | 290,000 | $ (2,200,000) | |
Accrued interest and penalties | 0 | ||
Asterias Biotherapeutics [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Gain on deconsolidation of Asterias | 49,000,000 | ||
Taxable gain on sale of subsidiary shares | $ 819,000 | ||
OncoCyte Corporation [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards for federal tax purposes | 30,600,000 | ||
Net operating loss carryforwards for state tax purposes | 15,100,000 | ||
Number of shares sold by subsidiary (in shares) | 259,712 | ||
Taxable gain on sale of subsidiary shares | $ 815,000 | ||
Shares distributed to shareholders (in shares) | 4,700,000 | ||
Taxable gain on shares distribution | $ 7,400,000 | ||
LifeMap Sciences [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards for federal tax purposes | 22,700,000 | ||
BioTime Subsidiaries [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Foreign net operating loss carryforwards | 58,500,000 | ||
Amount utilized in net operating loss carryforwards | $ 9,100,000 | ||
Federal [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | 3,800,000 | ||
State [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | $ 3,900,000 |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended |
Dec. 31, 2016Segment | |
Segment Information [Abstract] | |
Number of operating segments | 1 |
Enterprise-wide Disclosures (De
Enterprise-wide Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Total revenues | $ 1,103 | $ 1,441 | $ 1,171 | $ 1,848 | $ 1,306 | $ 1,874 | $ 1,749 | $ 1,000 | $ 5,923 | $ 7,036 | $ 5,244 | |||
Long-lived assets | 5,529 | [1] | 7,539 | 5,529 | [1] | 7,539 | ||||||||
Domestic [Member] | ||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Total revenues | 4,497 | 5,976 | 3,586 | |||||||||||
Long-lived assets | 3,418 | [1] | 7,132 | 3,418 | [1] | 7,132 | ||||||||
Foreign [Member] | ||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Long-lived assets | $ 2,111 | [1] | $ 407 | 2,111 | [1] | 407 | ||||||||
Asia [Member] | ||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||||
Total revenues | $ 1,426 | $ 1,060 | $ 1,658 | |||||||||||
CIRM Grant Income [Member] | ||||||||||||||
Revenue, Major Customer [Line Items] | ||||||||||||||
Percentage of total revenues | 38.00% | 42.70% | 19.70% | |||||||||||
N I H Grant Income [Member] | ||||||||||||||
Revenue, Major Customer [Line Items] | ||||||||||||||
Percentage of total revenues | 0.00% | 6.50% | 12.50% | |||||||||||
IIA (formerly OCS) grant income (Cell Cure, Israel) [Member] | ||||||||||||||
Revenue, Major Customer [Line Items] | ||||||||||||||
Percentage of total revenues | 24.00% | 14.40% | 31.30% | |||||||||||
Subscription, Advertising and Other (various customers) [Member] | ||||||||||||||
Revenue, Major Customer [Line Items] | ||||||||||||||
Percentage of total revenues | [2] | 35.00% | 29.40% | 32.50% | ||||||||||
Other [Member] | ||||||||||||||
Revenue, Major Customer [Line Items] | ||||||||||||||
Percentage of total revenues | [2] | 3.00% | 7.00% | 4.00% | ||||||||||
LifeMap Sciences, Ltd. [Member] | ||||||||||||||
Revenue, Major Customer [Line Items] | ||||||||||||||
Payment received from research project | $ 972 | $ 1,357 | ||||||||||||
Advertising revenue | 668 | 679 | ||||||||||||
Revenues of royalty and commission fees | $ 304 | $ 678 | ||||||||||||
[1] | Reflects the effect of the Asterias Deconsolidation. | |||||||||||||
[2] | No individual customer greater than 5% of total revenues. |
Selected Quarterly Financial 54
Selected Quarterly Financial Information (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||
Revenues, net | $ 1,103 | $ 1,441 | $ 1,171 | $ 1,848 | $ 1,306 | $ 1,874 | $ 1,749 | $ 1,000 | $ 5,923 | $ 7,036 | $ 5,244 | ||||
Operating expenses | 12,356 | 10,996 | 15,574 | 25,606 | 23,013 | 18,978 | 15,245 | 14,502 | 64,532 | 71,738 | 55,089 | ||||
Loss from operations | (11,253) | (9,555) | (14,403) | (23,758) | (21,707) | (17,104) | (13,496) | (13,502) | (58,967) | (65,809) | (50,682) | ||||
Net income (loss) attributable to BioTime, Inc. | $ (4,945) | $ 31,199 | $ 24,549 | $ (17,112) | $ (13,507) | [1] | $ (13,626) | [1] | $ (9,691) | [1] | $ (10,167) | [1] | 33,572 | (46,991) | (36,412) |
Basic and diluted net income (loss) per share (in dollars per share) | $ (0.05) | $ 0.30 | $ 0.26 | $ (0.19) | $ (0.16) | $ (0.18) | $ (0.12) | $ (0.13) | |||||||
Deferred income tax benefit | $ 0 | $ (4,516) | $ (7,376) | ||||||||||||
[1] | Net of $4.5 million of deferred income tax benefits for 2015, entirely attributable to Asterias. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 17, 2017 | Feb. 15, 2017 | Jul. 16, 2016 | Jun. 16, 2016 | May 13, 2016 | Feb. 28, 2017 | Dec. 31, 2016 | Oct. 31, 2015 | Sep. 30, 2015 |
Subsequent Event [Line Items] | |||||||||
Number of shares sold (in shares) | 7,322,176 | ||||||||
Warrants exercise cash proceeds | $ 16.4 | ||||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Offering price (in dollars per share) | $ 3.19 | $ 3.29 | |||||||
Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity method ownership percentage | 20.00% | ||||||||
Asterias Biotherapeutics, Inc. [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercise cash proceeds | $ 16.2 | ||||||||
Warrants issued (in shares) | 2,959,559 | ||||||||
Equity method ownership percentage | 57.10% | 48.70% | |||||||
Asterias Biotherapeutics, Inc. [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity method ownership percentage | 50.00% | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares sold (in shares) | 7,453,704 | 7,453,704 | |||||||
Offering price (in dollars per share) | $ 2.70 | ||||||||
Proceeds from issuance initial public offering | $ 18.7 | $ 18.7 | |||||||
Subsequent Event [Member] | OncoCyte [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercised (in shares) | 625,000 | ||||||||
Warrants exercise price (in dollars per share) | $ 3.25 | ||||||||
Warrants exercise cash proceeds | $ 2 | ||||||||
Warrants exercisable term | 5 years | ||||||||
Subsequent Event [Member] | OncoCyte [Member] | Investors Group 1 [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercise price (in dollars per share) | $ 5.50 | ||||||||
Warrants issued (in shares) | 200,000 | ||||||||
Subsequent Event [Member] | OncoCyte [Member] | Investors Group 2[Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercise price (in dollars per share) | $ 3.25 | ||||||||
Warrants issued (in shares) | 212,500 | ||||||||
Subsequent Event [Member] | OncoCyte [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity method ownership percentage | 50.00% |