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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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04-3158289
(I.R.S. Employer
Identification No.)
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21 Erie Street Cambridge, MA
(Address of principal executive offices)
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02139
(Zip Code)
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Title of each class
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Name of exchange on which registered
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Common Stock, par value $.01 per
share
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The NASDAQ Stock Market LLC
(NASDAQ Capital Market)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
ý
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(Do not check if a
smaller reporting company)
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Page
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design and engineer living organisms to perform a series of chemical reactions that convert a feedstock to an end product in a highly efficient and reliable manner;
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integrate those organisms into reliable, large scale industrial fermentation processes;
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develop highly efficient recovery technology to separate the end product from the fermentation broth;
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tailor the properties of our end product to suit customer needs;
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develop new applications and commercial opportunities for these products;
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develop new formulations and compounds based on these products; and
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provide sales and technical support to our customers who use these products.
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Performance modifiers and processing aids for PVC
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Performance modifiers for PLA
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Barrier coatings for paper and cardboard
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Marine biodegradable micropowders
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Functional biodegradation (e.g., resins/compounds for biodegradable films and molded articles)
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biodegrade in natural soil and water environments, including the marine environment;
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biodegrade in industrial or home composts;
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remain functional through a wide range of temperatures; and
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not break down in everyday use.
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Biodegradability
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Petroleum Based
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Biobased
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Biodegradable
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Synthetic Biodegradable:
BASF (Ecoflex
TM
, Ecovio
TM
)
Dupont (Biomax
TM
)
ShowaDenko (Bionolle
TM
)
Mitsubishi Chemical (GS Pla)
Samsung (PBAT, PBS)
Zhejiang Hisun (PBAT)
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PHA:
Metabolix
Kaneka (PHBH)
Tianan (PHBV)
Tianjin (SoGreen
TM
)
EcoMann (EM)
Meredian (Nodax PHA)
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PLA:
NatureWorks (Ingeo
TM
)
Mitsui Chemical (Lacea
TM
)
Starch-based:
Novamont (Mater-Bi
TM
)
Biome
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Non-biodegradable
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Numerous companies supplying conventional petroleum-based plastics (e.g., polypropylene, polyethylene, PVC)
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Dupont (Sorona
TM
)
Dow Chemical (Soybean Polyurethanes)
Arkema (Nylon 11)
Braskem (polyethylene)
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•
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public acceptance of such products;
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our ability to produce products of consistent quality that offer functionality comparable or superior to existing or new polymer products;
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our ability to produce products fit for their intended purpose;
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our ability to obtain necessary regulatory approvals for our products;
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the speed at which potential customers qualify our biopolymers for use in their products;
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the pricing of our products compared to competitive products, including petroleum-based plastics;
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the strategic reaction of companies that market competitive products;
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our reliance on third parties who support or control distribution channels; and
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general market conditions.
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obtain capital, equipment and facilities,
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obtain funding for research and development programs, product development programs and commercialization activities,
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obtain expertise in relevant markets,
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•
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obtain access to raw materials, and/or
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obtain sales and marketing services or support.
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reported progress of our business and technology development, relative to investor expectations;
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changes in earnings estimates, investors' perceptions, recommendations by securities analysts or our failure to achieve analysts' earnings estimates;
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quarterly variations in our or our competitors' results of operations;
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general market conditions and other factors unrelated to our operating performance or the operating performance of our competitors;
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future issuance and/or sale of our common stock or preferred stock;
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announcements by us, or our competitors, of acquisitions, new products, significant contracts, commercial relationships or capital commitments;
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commencement of, or involvement in, litigation;
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any major change in our board of directors or management;
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changes in governmental regulations or in the status of our regulatory approvals;
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announcements related to patents issued to us or our competitors and to litigation involving our intellectual property;
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a lack of, limited, or negative industry or security analyst coverage;
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developments in our industry and general economic conditions;
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short-selling or similar activities by third parties; and
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other factors described elsewhere in these "Risk Factors."
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Common Stock Price
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||||||||||||||
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2014
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2013
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||||||||||||
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High
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Low
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High
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Low
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||||||||
First Quarter
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$
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1.67
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$
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1.10
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$
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2.58
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$
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1.31
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Second Quarter
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1.32
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0.75
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2.33
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1.35
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Third Quarter
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1.51
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0.36
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1.70
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1.20
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Fourth Quarter
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0.93
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0.25
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1.94
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0.75
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Year ended December 31,
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||||||||||||||||||
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2014
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2013
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2012
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2011
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2010
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(In thousands, except share and per share data)
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Statement of operations data:
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Total revenue
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$
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2,800
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$
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3,778
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$
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41,381
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(1)
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$
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1,425
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$
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448
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Costs and expenses:
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Cost of product revenue
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1,482
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1,908
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1,030
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—
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—
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|||||
Research and development expenses
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17,342
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18,802
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23,177
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24,445
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23,673
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Selling, general and administrative expenses
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10,805
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11,608
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13,245
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15,841
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15,714
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|||||
Total costs and expenses
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29,629
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32,318
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37,452
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40,286
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39,387
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Income (loss) from continuing operations
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(26,829
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)
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(28,540
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)
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3,929
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(38,861
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)
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(38,939
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)
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Other income, net
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61
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(4
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27
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76
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136
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|||||
Net income (loss) from continuing operations
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$
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(26,768
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)
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$
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(28,544
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)
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$
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3,956
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$
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(38,785
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)
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$
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(38,803
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)
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Loss from discontinued operations (2)
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(1,878
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)
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(1,962
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)
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(326
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)
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—
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—
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|||||
Loss from write down of assets held for sale
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(888
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)
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—
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—
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—
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—
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|||||
Total loss from discontinued operations
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$
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(2,766
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)
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$
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(1,962
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)
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$
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(326
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)
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$
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—
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$
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—
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Net income (loss)
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$
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(29,534
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)
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$
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(30,506
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)
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$
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3,630
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$
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(38,785
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)
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$
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(38,803
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)
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Net income (loss) from continuing operations, basic and diluted
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$
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(0.44
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)
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$
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(0.83
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)
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$
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0.12
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$
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(1.24
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)
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$
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(1.45
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)
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Net income (loss) from discontinued operations, basic and diluted
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$
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(0.04
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)
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$
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(0.05
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)
|
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$
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(0.01
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)
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$
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—
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$
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—
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Net income (loss) per share
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$
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(0.48
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)
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$
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(0.88
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)
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$
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0.11
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$
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(1.24
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)
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$
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(1.45
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)
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Number of shares used in per share calculations, basic
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61,455,063
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34,471,301
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34,217,298
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31,257,376
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26,773,755
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|||||
Number of shares used in per share calculations, diluted
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61,455,063
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34,471,301
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34,279,779
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31,257,376
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26,773,755
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|||||
______________________________________
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Year ended December 31,
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||||||||||||||||||
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2014
|
|
2013
|
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2012
|
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2011
|
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2010
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||||||||||
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(In thousands)
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||||||||||||||||||
Balance Sheet Information:
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||||||||||
Cash, cash equivalents and short-term investments
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$
|
20,046
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|
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$
|
19,209
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|
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$
|
43,773
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|
|
$
|
76,855
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|
|
$
|
61,574
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|
|
Total assets
|
|
23,135
|
|
|
26,738
|
|
|
53,510
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|
|
82,912
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|
|
66,771
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|||||
Long-term deferred revenue
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—
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|
—
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|
|
—
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|
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35,944
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|
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36,207
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|||||
Other long-term obligations
|
|
150
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|
|
145
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|
|
186
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|
|
340
|
|
|
493
|
|
|
|||||
Total liabilities
|
|
4,339
|
|
|
6,340
|
|
|
6,170
|
|
|
43,449
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|
|
43,095
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|
|
|||||
Accumulated deficit
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|
(302,072
|
)
|
|
(272,538
|
)
|
|
(242,032
|
)
|
|
(245,662
|
)
|
|
(206,877
|
)
|
|
|||||
Total stockholders' equity
|
|
18,796
|
|
|
20,398
|
|
|
47,340
|
|
|
39,463
|
|
|
23,676
|
|
|
Program Title
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Funding
Agency
|
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Total
Government
Funds
|
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Total
received
through
December 31, 2014
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Remaining
amount
available as of
December 31, 2014
|
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Contract/Grant
Expiration
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||||||
Renewable Enhanced Feedstocks For Advanced Biofuels And Bioproducts
|
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Department of Energy
|
|
$
|
6,000
|
|
|
$
|
4,773
|
|
|
$
|
1,227
|
|
|
September 2015
|
|
Subcontract from University of California (Los Angeles) project funded by ARPA-E entitled "Plants Engineered to Replace Oil: Energy Plant Design"
|
|
Department of Energy
|
|
819
|
|
|
566
|
|
|
253
|
|
|
March 2015
|
|
|||
Capacity Building for Commercial-Scale PHB Camelina Development
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|
National Research Council Canada
|
|
292
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|
|
286
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|
|
6
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|
|
September 2014
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|||
Subcontract from University of Massachusetts (Amherst) project funded by ARPA-E entitled "Development of a Dedicated High Value Biofuels Crop"
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Department of Energy
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663
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|
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535
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|
|
128
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|
|
December 2015
|
|
|||
Development of a Sustainable Value Added Fish Feed Using PHB Producing Camelina
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National Research Council Canada
|
|
104
|
|
|
70
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|
|
20
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|
|
January 2015
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|
|||
Screening and Improvement of Polyhydroxybuyrate (PHB) Production Camelina Sativa Lines for Field Cultivation
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Canadian Agricultural Adaptation Program (CAAP)
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43
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|
|
43
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|
|
—
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December 2013
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Central Innovation Program for Medium-Sized Companies (ZIM)—Cooperation Project (KF)—Development of New PHB Blends for Innovative Applications
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AiF Project GmbH
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148
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|
|
81
|
|
|
—
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October 2014
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|||
Total
|
|
|
|
$
|
8,069
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|
|
$
|
6,354
|
|
|
$
|
1,634
|
|
|
|
|
|
|
Year ended
December 31,
|
|
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|
||||||||
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2014
|
|
2013
|
|
Change
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||||||
Product revenue
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$
|
546
|
|
|
$
|
461
|
|
|
$
|
85
|
|
|
Grant revenue
|
|
1,807
|
|
|
2,480
|
|
|
(673
|
)
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|
|||
Research and development revenue
|
|
—
|
|
|
618
|
|
|
(618
|
)
|
|
|||
License fee and royalty revenue
|
|
447
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|
|
219
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|
|
228
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|
|
|||
Total revenue
|
|
$
|
2,800
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|
|
$
|
3,778
|
|
|
$
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(978
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)
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|
|
|
Year ended
December 31,
|
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|
||||||||
|
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2014
|
|
2013
|
|
Change
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|
||||||
Cost of product revenue
|
|
$
|
1,482
|
|
|
$
|
1,908
|
|
|
$
|
(426
|
)
|
|
Research and development expenses
|
|
17,342
|
|
|
18,802
|
|
|
(1,460
|
)
|
|
|||
Selling, general, and administrative expenses
|
|
10,805
|
|
|
11,608
|
|
|
(803
|
)
|
|
|||
Total costs and expense
|
|
$
|
29,629
|
|
|
$
|
32,318
|
|
|
$
|
(2,689
|
)
|
|
|
|
Year ended
December 31,
|
|
|
|
||||||||
|
|
2014
|
|
2013
|
|
Change
|
|
||||||
Interest income, net
|
|
$
|
7
|
|
|
$
|
51
|
|
|
$
|
(44
|
)
|
|
Gain on sale of property and equipment
|
|
43
|
|
|
—
|
|
|
43
|
|
|
|||
Other expense, net
|
|
11
|
|
|
(55
|
)
|
|
66
|
|
|
|||
Total other income (expense), net
|
|
$
|
61
|
|
|
$
|
(4
|
)
|
|
$
|
65
|
|
|
|
|
Year ended
December 31,
|
|
|
|
||||||||
|
|
2013
|
|
2012
|
|
Change
|
|
||||||
Revenue from termination of ADM collaboration
|
|
$
|
—
|
|
|
$
|
38,885
|
|
|
$
|
(38,885
|
)
|
|
Product revenue
|
|
461
|
|
|
276
|
|
|
185
|
|
|
|||
Grant revenue
|
|
2,480
|
|
|
1,971
|
|
|
509
|
|
|
|||
Research and development revenue
|
|
618
|
|
|
—
|
|
|
618
|
|
|
|||
License fee and royalty revenue
|
|
219
|
|
|
249
|
|
|
(30
|
)
|
|
|||
Total revenue
|
|
$
|
3,778
|
|
|
$
|
41,381
|
|
|
$
|
(37,603
|
)
|
|
|
|
Year ended
December 31,
|
|
|
|
||||||||
|
|
2013
|
|
2012
|
|
Change
|
|
||||||
Cost of product revenue
|
|
$
|
1,908
|
|
|
$
|
1,030
|
|
|
$
|
878
|
|
|
Research and development expenses
|
|
18,802
|
|
|
23,177
|
|
|
(4,375
|
)
|
|
|||
Selling, general, and administrative expenses
|
|
11,608
|
|
|
13,245
|
|
|
(1,637
|
)
|
|
|||
Total costs and expense
|
|
$
|
32,318
|
|
|
$
|
37,452
|
|
|
$
|
(5,134
|
)
|
|
|
|
Year ended
December 31,
|
|
|
|
||||||||
|
|
2013
|
|
2012
|
|
Change
|
|
||||||
Interest income, net
|
|
$
|
51
|
|
|
$
|
124
|
|
|
$
|
(73
|
)
|
|
Other expense, net
|
|
(55
|
)
|
|
(97
|
)
|
|
42
|
|
|
|||
Total other income (expense), net
|
|
$
|
(4
|
)
|
|
$
|
27
|
|
|
$
|
(31
|
)
|
|
•
|
equity financing;
|
•
|
our former strategic alliance with ADM;
|
•
|
government grants;
|
•
|
other funded research development arrangements
|
•
|
product revenues; and
|
•
|
interest earned on cash and short-term investments.
|
|
|
Payments Due by Period
|
|
||||||||||||||||||
|
|
Total
|
|
Less than 1 year
|
|
2-3 years
|
|
4-5 years
|
|
More than 5 years
|
|
||||||||||
Operating lease obligations
|
|
$
|
7,925
|
|
|
$
|
1,477
|
|
|
$
|
2,873
|
|
|
$
|
3,012
|
|
|
$
|
563
|
|
|
Purchase obligations
|
|
325
|
|
|
325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Total
|
|
$
|
8,250
|
|
|
$
|
1,802
|
|
|
$
|
2,873
|
|
|
$
|
3,012
|
|
|
$
|
563
|
|
|
Exhibit
Number
|
|
|
|
Description
|
3.1
|
|
(13)
|
|
Amended and Restated Certificate of Incorporation of the Registrant.
|
3.2
|
|
(1)
|
|
Amended and Restated By-laws of the Registrant.
|
4.1
|
|
(1)
|
|
Specimen Stock Certificate for shares of the Registrant's Common Stock.
|
10.1
|
|
†(1)
|
|
2005 Stock Plan.
|
10.1.1
|
|
†(1)
|
|
2005 Stock Plan, Form of Incentive Stock Option Agreement.
|
10.1.2
|
|
†(1)
|
|
2005 Stock Plan, Form of Non-Qualified Stock Option Agreement.
|
10.2
|
|
†(1)
|
|
2006 Stock Option and Incentive Plan.
|
10.2.1
|
|
†(1)
|
|
2006 Stock Option and Incentive Plan, Form of Incentive Stock Option Agreement.
|
10.2.2
|
|
†(1)
|
|
2006 Stock Option and Incentive Plan, Form of Non-Qualified Stock Option Agreement.
|
10.2.3
|
|
†(1)
|
|
2006 Stock Option and Incentive Plan, Form of Director Non-Qualified Stock Option Agreement.
|
10.3
|
|
†(12)
|
|
2014 Stock Option and Incentive Plan.
|
10.3.1
|
|
†*
|
|
2014 Stock Option and Incentive Plan, Form of Incentive Stock Option Award.
|
10.3.2
|
|
†*
|
|
2014 Stock Option and Incentive Plan, Form of Non-Qualified Stock Option Award.
|
10.3.3
|
|
†*
|
|
2014 Stock Option and Incentive Plan, Form of Restricted Stock Unit Award.
|
10.4
|
|
#(1)
|
|
License Agreement between the Company and Massachusetts Institute of Technology dated July 15, 1993, as amended.
|
10.5
|
|
†(1)
|
|
Employment Agreement between the Company and Oliver P. Peoples dated July 20, 2006.
|
10.5.1
|
|
†(4)
|
|
First Amendment to Employment Agreement between the Company and Oliver P. Peoples executed December 19, 2008.
|
10.5.2
|
|
†(4)
|
|
Second Amendment to Employment Agreement between the Company and Oliver P. Peoples executed February 25, 2009.
|
10.6
|
|
†*
|
|
Severance Agreement between the Company and Charles B. Haaser dated January 5, 2015.
|
10.7
|
|
†(8)
|
|
Severance Agreement between the Company and Sarah P. Cecil executed July 1, 2013.
|
10.8
|
|
†(3)
|
|
Employment Agreement between the Company and Johan van Walsem executed July 9, 2009.
|
10.8.1
|
|
†(8)
|
|
Letter Agreement between the Company and Johan van Walsem executed on July 12, 2013.
|
10.9
|
|
†(5)
|
|
Employment Agreement between the Company and Lynne H. Brum executed November 14, 2011.
|
10.10
|
|
†(9)
|
|
Employment Agreement between the Company and Joseph Shaulson dated December 19, 2013.
|
10.11
|
|
†(9)
|
|
Noncompetition, Confidentiality and Inventions Agreement between the Company and Joseph Shaulson dated December 19, 2013.
|
10.12
|
|
†(10)
|
|
Non-Qualified Stock Option Agreement between the Company and Joseph Shaulson dated December 19, 2013.
|
10.13
|
|
†(10)
|
|
Restricted Stock Unit Award Agreement between the Registrant and Joseph Shaulson dated March 24, 2014.
|
10.14
|
|
†(1)
|
|
Form of Employee Noncompetition, Nondisclosure and Inventions Agreement with Oliver P. Peoples and Johan van Walsem.
|
10.15
|
|
†(1)
|
|
Form of Noncompetition, Nondisclosure and Inventions Agreement between the Registrant and Charles B. Haaser, Lynne Brum, and Sarah P. Cecil.
|
10.16
|
|
†(1)
|
|
Form of Indemnification Agreement between the Registrant and its Directors and Officers.
|
10.17
|
|
(1)
|
|
Lease Agreement between the Registrant and 21 Erie Realty Trust dated as of December 29, 2003 for the premises located at 21 Erie Street, Cambridge, Massachusetts 02139.
|
10.17.1
|
|
(9)
|
|
Second Amendment to Lease between the Company and 21 Erie Realty Trust dated as of October 25, 2013 for the premises located at 21 Erie Street, Cambridge, Massachusetts 02139.
|
10.18
|
|
(2)
|
|
Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated March 30, 2007.
|
10.18.1
|
|
(6)
|
|
First Amendment of Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated February 29, 2012.
|
10.18.2
|
|
(9)
|
|
Second Amendment of Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated October 24, 2013.
|
10.19
|
|
#(1)
|
|
License Agreement between the Company and Tepha, Inc. dated as of October 1, 1999.
|
10.20
|
|
#(1)
|
|
License Agreement between the Company and Tepha, Inc. dated as of September 9, 2003.
|
10.21
|
|
(11)
|
|
Amended and Restated Agreement, dated as of August 22, 2014, by and among the Company, Jack W. Schuler, Renate Schuler and the Schuler Family Foundation.
|
10.22
|
|
(7)
|
|
Confidential Disclosure Agreement dated February 6, 2013, between the Company and Jack W. Schuler.
|
10.22.1
|
|
*
|
|
Extension of Confidential Disclosure Agreement between the Company and Jack W. Schuler executed March 13, 2015.
|
14.1
|
|
(5)
|
|
Metabolix, Inc. Code of Business Conduct and Ethics.
|
21.1
|
|
(7)
|
|
Subsidiaries of the Registrant.
|
23.1
|
|
*
|
|
Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
|
24.1
|
|
|
|
Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K).
|
31.1
|
|
*
|
|
Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
|
31.2
|
|
*
|
|
Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
|
32.1
|
|
*
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.1
|
|
*
|
|
The following financial information from the Metabolix Inc. Annual Report on Form 10-K for the year ended December 31, 2014 formatted in XBRL; (i) Consolidated Balance Sheets, December 31, 2014 and December 31, 2013; (ii) Consolidated Statements of Operations, Years Ended December 31, 2014, 2013 and 2012; (iii) Consolidated Statements of Comprehensive Income (Loss), Years Ended December 31, 2014, 2013 and 2012; (iv) Consolidated Statements of Cash Flows, Years Ended December 31, 2014, 2013 and 2012; and (v) Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2014, 2013 and 2012; and (vi) Notes to Consolidated Financial Statements.
|
101.INS
|
|
*
|
|
XBRL Instance Document.
|
101.SCH
|
|
*
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL
|
|
*
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF
|
|
*
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB
|
|
*
|
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE
|
|
*
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
†
|
|
Indicates a management contract or any compensatory plan, contract or arrangement.
|
#
|
|
Confidential treatment has been granted for certain portions of this document pursuant to a Commission order. Such provisions have been filed separately with the Commission.
|
*
|
|
Filed herewith
|
(1
|
)
|
Incorporated by reference herein to the exhibits to the Company's Registration Statement on Form S-1 (File No. 333-135760)
|
(2
|
)
|
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-33133)
|
(3
|
)
|
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (File No. 001-33133)
|
(4
|
)
|
Incorporated by reference herein to the exhibits to the Company's 2008 Annual Report on Form 10-K filed March 12, 2009 (File No. 001-33133)
|
(5
|
)
|
Incorporated by reference herein to the exhibits to the Company's 2011 Annual Report on Form 10-K filed March 12, 2012 (File No. 001-33133)
|
(6
|
)
|
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File No. 001-33133)
|
(7
|
)
|
Incorporated by reference herein to the exhibits to the Company's 2012 Annual Report on Form 10-K filed March 28, 2013 (File No. 001-33133)
|
(8
|
)
|
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 001-33133)
|
(9
|
)
|
Incorporated by reference herein to the exhibits to the Company's 2013 Annual Report on Form 10-K filed March 28, 2014 (File No. 001-33133)
|
(10
|
)
|
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 001-33133)
|
(11
|
)
|
Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on August 4, 2014 (File No. 001-33133)
|
(12
|
)
|
Incorporated herein by reference herein to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on October 6, 2014 (File No. 001-33133)
|
(13
|
)
|
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (File No. 001-33133)
|
|
|
|
|
|
METABOLIX, INC.
|
||
March 25, 2015
|
By:
|
|
/s/ JOSEPH SHAULSON
|
|
|
|
Joseph Shaulson
President and Chief Executive Officer
(Principal Executive Officer)
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JOSEPH SHAULSON
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
|
March 25, 2015
|
Joseph Shaulson
|
|
|
|
|
/s/ CHARLES B. HAASER
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
March 25, 2015
|
Charles B. Haaser
|
|
|
|
|
/s/ PETER N. KELLOGG
|
|
Director
|
|
March 25, 2015
|
Peter N. Kellogg
|
|
|
|
|
/s/ CELESTE B. MASTIN
|
|
Director
|
|
March 25, 2015
|
Celeste B. Mastin
|
|
|
|
|
/s/ OLIVER P. PEOPLES
|
|
Director
|
|
March 25, 2015
|
Oliver P. Peoples
|
|
|
|
|
/s/ ANTHONY J. SINSKEY
|
|
Director
|
|
March 25, 2015
|
Anthony J. Sinskey, Sc.D.
|
|
|
|
|
/s/ MATTHEW STROBECK
|
|
Director
|
|
March 25, 2015
|
Matthew Strobeck
|
|
|
|
|
/s/ ROBERT L. VAN NOSTRAND
|
|
Director
|
|
March 25, 2015
|
Robert L. Van Nostrand
|
|
|
|
|
|
|
|
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Assets
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
20,046
|
|
|
$
|
7,698
|
|
Short-term investments
|
|
—
|
|
|
11,511
|
|
||
Accounts receivable
|
|
45
|
|
|
997
|
|
||
Due from related parties
|
|
112
|
|
|
51
|
|
||
Unbilled receivables
|
|
420
|
|
|
187
|
|
||
Inventory
|
|
586
|
|
|
1,921
|
|
||
Prepaid expenses and other current assets
|
|
756
|
|
|
713
|
|
||
Assets of disposal group classified as held for sale
|
|
—
|
|
|
2,153
|
|
||
Total current assets
|
|
21,965
|
|
|
25,231
|
|
||
Restricted cash
|
|
619
|
|
|
619
|
|
||
Property and equipment, net
|
|
456
|
|
|
793
|
|
||
Other assets
|
|
95
|
|
|
95
|
|
||
Total assets
|
|
$
|
23,135
|
|
|
$
|
26,738
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
333
|
|
|
$
|
579
|
|
Accrued expenses
|
|
3,709
|
|
|
4,892
|
|
||
Current portion of deferred rent
|
|
—
|
|
|
55
|
|
||
Short-term deferred revenue
|
|
147
|
|
|
669
|
|
||
Total current liabilities
|
|
4,189
|
|
|
6,195
|
|
||
Other long-term liabilities
|
|
150
|
|
|
145
|
|
||
Total liabilities
|
|
4,339
|
|
|
6,340
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
|
||
Stockholders' Equity:
|
|
|
|
|
||||
Preferred stock ($0.01 par value per share); 5,000,000 shares authorized; no shares issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common stock ($0.01 par value per share); 250,000,000 shares authorized at December 31, 2014, 135,182,140 and 34,581,449 shares issued and outstanding at December 31, 2014 and 2013, respectively
|
|
1,352
|
|
|
346
|
|
||
Additional paid-in capital
|
|
319,580
|
|
|
292,661
|
|
||
Accumulated other comprehensive loss
|
|
(64
|
)
|
|
(71
|
)
|
||
Accumulated deficit
|
|
(302,072
|
)
|
|
(272,538
|
)
|
||
Total stockholders' equity
|
|
18,796
|
|
|
20,398
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
23,135
|
|
|
$
|
26,738
|
|
|
|
Years Ended December 31,
|
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
||||||
Revenue:
|
|
|
|
|
|
|
|
||||||
Revenue from termination of ADM collaboration
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,885
|
|
|
Product revenue
|
|
546
|
|
|
461
|
|
|
276
|
|
|
|||
Grant revenue
|
|
1,807
|
|
|
2,480
|
|
|
1,971
|
|
|
|||
Research and development revenue
|
|
—
|
|
|
618
|
|
|
—
|
|
|
|||
License fee and royalty revenue
|
|
447
|
|
|
219
|
|
|
249
|
|
|
|||
Total revenue
|
|
2,800
|
|
|
3,778
|
|
|
41,381
|
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||
Cost of product revenue
|
|
1,482
|
|
|
1,908
|
|
|
1,030
|
|
|
|||
Research and development
|
|
17,342
|
|
|
18,802
|
|
|
23,177
|
|
|
|||
Selling, general, and administrative
|
|
10,805
|
|
|
11,608
|
|
|
13,245
|
|
|
|||
Total costs and expenses
|
|
29,629
|
|
|
32,318
|
|
|
37,452
|
|
|
|||
Income (loss) from continuing operations
|
|
(26,829
|
)
|
|
(28,540
|
)
|
|
3,929
|
|
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
|
||||||
Interest income, net
|
|
7
|
|
|
51
|
|
|
124
|
|
|
|||
Gain on sale of property and equipment
|
|
43
|
|
|
—
|
|
|
—
|
|
|
|||
Other income (expense), net
|
|
11
|
|
|
(55
|
)
|
|
(97
|
)
|
|
|||
Total other income (expense), net
|
|
61
|
|
|
(4
|
)
|
|
27
|
|
|
|||
Net income (loss) from continuing operations
|
|
(26,768
|
)
|
|
(28,544
|
)
|
|
3,956
|
|
|
|||
Discontinued operations
|
|
|
|
|
|
|
|
||||||
Loss from discontinued operations
|
|
(1,878
|
)
|
|
(1,962
|
)
|
|
(326
|
)
|
|
|||
Loss from write down of assets held for sale
|
|
(888
|
)
|
|
—
|
|
|
—
|
|
|
|||
Total loss from discontinued operations
|
|
(2,766
|
)
|
|
(1,962
|
)
|
|
(326
|
)
|
|
|||
Net income (loss)
|
|
$
|
(29,534
|
)
|
|
$
|
(30,506
|
)
|
|
$
|
3,630
|
|
|
Basic net loss per share:
|
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
|
$
|
(0.44
|
)
|
|
$
|
(0.83
|
)
|
|
$
|
0.12
|
|
|
Net loss from discontinued operations
|
|
(0.04
|
)
|
|
(0.05
|
)
|
|
(0.01
|
)
|
|
|||
Net income (loss) per share
|
|
$
|
(0.48
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
0.11
|
|
|
Diluted net income (loss) per share
|
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
|
$
|
(0.44
|
)
|
|
$
|
(0.83
|
)
|
|
$
|
0.12
|
|
|
Net loss from discontinued operations
|
|
(0.04
|
)
|
|
(0.05
|
)
|
|
(0.01
|
)
|
|
|||
Net income (loss) per share
|
|
$
|
(0.48
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
0.11
|
|
|
Number of shares used in per share calculations:
|
|
|
|
|
|
|
|
||||||
Basic
|
|
61,455,063
|
|
|
34,471,301
|
|
|
34,217,298
|
|
|
|||
Diluted
|
|
61,455,063
|
|
|
34,471,301
|
|
|
34,279,779
|
|
|
|
|
Years Ended December 31,
|
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
||||||
Net income (loss)
|
|
$
|
(29,534
|
)
|
|
$
|
(30,506
|
)
|
|
$
|
3,630
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||
Change in unrealized (loss) on investments
|
|
(1
|
)
|
|
(12
|
)
|
|
(3
|
)
|
|
|||
Change in foreign currency translation adjustment
|
|
(157
|
)
|
|
(38
|
)
|
|
(6
|
)
|
|
|||
Reclassification adjustment for losses included in net loss
|
|
165
|
|
|
—
|
|
|
—
|
|
|
|||
Total other comprehensive income (loss)
|
|
7
|
|
|
(50
|
)
|
|
(9
|
)
|
|
|||
Comprehensive income (loss)
|
|
$
|
(29,527
|
)
|
|
$
|
(30,556
|
)
|
|
$
|
3,621
|
|
|
|
|
Years Ended December 31,
|
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(29,534
|
)
|
|
$
|
(30,506
|
)
|
|
$
|
3,630
|
|
|
Less:
|
|
|
|
|
|
|
|
||||||
Loss from discontinued operation
|
|
(2,766
|
)
|
|
(1,962
|
)
|
|
(326
|
)
|
|
|||
Loss from continuing operation
|
|
(26,768
|
)
|
|
(28,544
|
)
|
|
3,956
|
|
|
|||
Adjustments to reconcile net income (loss) to cash used in operating activities:
|
|
|
|
|
|
|
|
||||||
Depreciation
|
|
507
|
|
|
928
|
|
|
1,298
|
|
|
|||
Charge for 401(k) company common stock match
|
|
374
|
|
|
397
|
|
|
408
|
|
|
|||
Stock-based compensation
|
|
2,276
|
|
|
3,122
|
|
|
3,779
|
|
|
|||
Inventory impairment
|
|
873
|
|
|
746
|
|
|
138
|
|
|
|||
Gain on sale of property and equipment
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
952
|
|
|
(158
|
)
|
|
(693
|
)
|
|
|||
Due from related parties
|
|
(61
|
)
|
|
24
|
|
|
236
|
|
|
|||
Unbilled receivable
|
|
(223
|
)
|
|
185
|
|
|
(68
|
)
|
|
|||
Inventory
|
|
462
|
|
|
(516
|
)
|
|
(2,288
|
)
|
|
|||
Prepaid expenses and other assets
|
|
(43
|
)
|
|
(21
|
)
|
|
108
|
|
|
|||
Accounts payable
|
|
(246
|
)
|
|
(654
|
)
|
|
721
|
|
|
|||
Accrued expenses
|
|
(1,179
|
)
|
|
1,383
|
|
|
(34
|
)
|
|
|||
Deferred rent and long-term liabilities
|
|
(50
|
)
|
|
(151
|
)
|
|
(154
|
)
|
|
|||
Deferred revenue
|
|
(522
|
)
|
|
(398
|
)
|
|
(37,791
|
)
|
|
|||
Net cash used by continuing operations for operating activities
|
|
(23,691
|
)
|
|
(23,657
|
)
|
|