Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 13, 2015 | Jun. 30, 2014 |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | BioAmber Inc. | ||
Entity Central Index Key | 1534287 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 21,838,671 | ||
Entity Public Float | $155 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues | |||
Product sales | $1,543,051 | $2,665,237 | $2,291,367 |
Total revenues | 1,543,051 | 2,665,237 | 2,291,367 |
Cost of goods sold excluding depreciation and amortization (Note 17) | 6,043,792 | 2,689,019 | 1,745,926 |
Gross (loss) profit | -4,500,741 | -23,782 | 545,441 |
Operating expenses | |||
General and administrative | 10,655,053 | 9,757,028 | 11,665,751 |
Research and development, net | 15,155,608 | 16,579,236 | 20,416,878 |
Sales and marketing | 4,481,946 | 4,730,036 | 4,193,440 |
Depreciation of property and equipment and amortization of intangible assets | 260,472 | 1,164,582 | 2,115,948 |
Impairment loss and write-off of property and equipment and of intangible assets | 8,619,405 | 1,212,690 | |
Foreign exchange loss | 151,102 | 305,874 | 49,728 |
Operating expenses | 30,704,181 | 41,156,161 | 39,654,435 |
Operating loss | 35,204,922 | 41,179,943 | 39,108,994 |
Amortization of deferred financing costs and debt discounts | 291,659 | 240,463 | 99,933 |
Financial charges (income), net (Note 10) | 11,737,127 | -7,433,109 | |
Loss (gain) on debt extinguishment, net (Note 8) | 170,729 | -314,305 | |
Equity participation in losses of equity method investment (Note 3) | 216 | 15,496 | 274,471 |
Other income | -183,174 | ||
Loss before income taxes | 47,221,479 | 33,688,488 | 39,483,398 |
Income taxes (Note 14) | 75,371 | 102,794 | 55,065 |
Net loss | 47,296,850 | 33,791,282 | 39,538,463 |
Net loss attributable to: | |||
BioAmber Inc. shareholders | 46,421,960 | 33,217,758 | 39,351,050 |
Non-controlling interest | 874,890 | 573,524 | 187,413 |
Net loss | $47,296,850 | $33,791,282 | $39,538,463 |
Net loss per share attributable to BioAmber Inc. shareholders - basic | $2.32 | $2.13 | $3.82 |
Weighted-average of common shares outstanding - basic | 20,016,180 | 15,590,814 | 10,296,633 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Comprehensive Income Net Of Tax [Abstract] | |||
Net loss | $47,296,850 | $33,791,282 | $39,538,463 |
Foreign currency translation adjustment | 5,927,968 | 339,000 | -511,889 |
Total comprehensive loss | 53,224,818 | 34,130,282 | 39,026,574 |
Total comprehensive loss attributable to: | |||
BioAmber Inc. shareholders | 50,680,605 | 33,496,772 | 38,940,762 |
Non-controlling interest | 2,544,213 | 633,510 | 85,812 |
Total comprehensive loss | $53,224,818 | $34,130,282 | $39,026,574 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Cash and Cash equivalents (Note 8 vii)) | $51,042,752 | $83,728,199 |
Accounts receivable | 476,851 | 754,987 |
Inventories (Note 4) | 1,801,826 | 2,415,402 |
Prepaid expenses and deposits (Note 4) | 765,539 | 5,131,367 |
Valued added tax, income taxes and other receivables | 3,005,153 | 2,262,139 |
Deferred financing costs | 671,270 | |
Total current assets | 57,092,121 | 94,963,364 |
Property and equipment, net (Note 5) | 88,664,899 | 13,554,279 |
Investment in equity method investments (Note 3) | 34,817 | 710,033 |
Intangible assets, net (Note 6) | 4,332,911 | 4,158,550 |
Goodwill | 625,364 | 692,788 |
Restricted cash | 646,500 | 0 |
Deferred financing costs (Note 8) | 1,043,788 | |
Total assets | 152,440,400 | 114,079,014 |
Current liabilities | ||
Accounts payable and accrued liabilities (Note 7) | 16,459,918 | 7,081,471 |
Income taxes payable (Note 14) | 204,096 | 1,120,669 |
Accounts payable Agro-industries Recherches et Développements (“ARDâ€) (Note 17) | 983,465 | 29,497 |
Deferred grants (Note 9) | 2,274,802 | 3,061,140 |
Short-term portion of long-term debt (Note 8) | 2,977,707 | 6,520,263 |
Total current liabilities | 22,899,988 | 17,813,040 |
Long-term debt (Note 8) | 34,653,101 | 23,209,629 |
Warrants financial liability (Note 13) | 13,040,000 | 5,840,000 |
Other long-term liabilities | 127,500 | 82,500 |
Total liabilities | 70,720,589 | 46,945,169 |
Commitments and contingencies (Note 11) | ||
Redeemable non-controlling interest (Note 12) | 24,190,412 | 0 |
Equity | ||
Common stock: $0.01 par value per share; 250,000,000 authorized, 21,836,046 and 18,558,369 issued and outstanding at December 31, 2014 and December 31, 2013, respectively | 218,360 | 185,584 |
Additional paid-in capital | 220,460,559 | 177,275,934 |
Warrants | 2,949,018 | 2,964,335 |
Accumulated deficit | -161,465,910 | -115,043,950 |
Accumulated other comprehensive loss | -4,632,628 | -373,983 |
Total BioAmber Inc. shareholders’ equity | 57,529,399 | 65,007,920 |
Non-controlling interest (Note 12) | 2,125,925 | |
Total equity | 57,529,399 | 67,133,845 |
Total liabilities and equity | $152,440,400 | $114,079,014 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | 1-May-13 | Apr. 10, 2013 | Feb. 06, 2012 | Apr. 14, 2011 | Apr. 13, 2011 |
Statement Of Financial Position [Abstract] | |||||||
Common stock, par value | $0.01 | $0.01 | $0.01 | ||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 17,500,000 | 9,310,000 | ||
Common stock, shares issued | 21,836,046 | 18,558,369 | 351,050 | ||||
Common stock, shares outstanding | 21,836,046 | 18,558,369 |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (USD $) | Total | Common stock | Additional paid-in capital | Warrants | Accumulated deficit | Accumulated other comprehensive loss | Non-controlling interest |
Balance at Dec. 31, 2011 | $59,415,231 | $99,638 | $96,375,467 | $3,075,278 | ($42,475,142) | ($505,257) | $2,845,247 |
Balance, shares at Dec. 31, 2011 | 9,963,765 | 1,459,290 | |||||
Issuance of common shares, net of $ 22,254 | 9,977,656 | 3,510 | 9,974,146 | ||||
Issuance of common shares, shares | 351,050 | ||||||
Release of shares held in trust | 350 | -350 | |||||
Release of shares held in trust, shares | 35,000 | ||||||
Warrants expired | 321 | -321 | |||||
Warrants expired, shares | -1,435 | ||||||
Stock-based compensation (Note 13) | 7,431,262 | 7,431,262 | |||||
Net loss | -39,538,463 | -39,351,050 | -187,413 | ||||
Foreign currency translation | 511,889 | 410,288 | 101,601 | ||||
Net loss | -39,351,050 | ||||||
Balance at Dec. 31, 2012 | 37,797,575 | 103,498 | 113,780,846 | 3,074,957 | -81,826,192 | -94,969 | 2,759,435 |
Balance, shares at Dec. 31, 2012 | 10,349,815 | 1,457,855 | |||||
Release of shares - Sinoven | 630 | -630 | |||||
Release of shares - Sinoven, shares | 63,000 | ||||||
Cancelation of shares - Sinoven | -140,000 | -140,000 | |||||
Stock-based compensation (Note 13) | 6,731,539 | 6,731,539 | |||||
Net loss | -33,791,282 | -33,217,758 | -573,524 | ||||
Foreign currency translation | -339,000 | -279,014 | -59,986 | ||||
IPO or Issuance of shares, value, net of issuance costs | 80,000,000 | 80,000 | 79,920,000 | ||||
IPO or Issuance of shares, shares | 8,000,000 | ||||||
IPO costs | -7,136,291 | -7,136,291 | |||||
Warrants issued at IPO | -16,148,000 | -16,148,000 | |||||
Warrants exercised/expired | 159,304 | 1,456 | 268,470 | -110,622 | |||
Warrants exercised/expired, shares | 145,554 | -145,554 | |||||
Net loss | -33,217,758 | ||||||
Balance at Dec. 31, 2013 | 67,133,845 | 185,584 | 177,275,934 | 2,964,335 | -115,043,950 | -373,983 | 2,125,925 |
Balance, shares at Dec. 31, 2013 | 18,558,369 | 1,312,301 | |||||
Stock-based compensation (Note 13) | 6,949,205 | 6,949,205 | |||||
Net loss | -47,296,850 | ||||||
Foreign currency translation | -5,927,968 | ||||||
Reclassification of non-controlling interest to redeemable non-controlling interest (Note 12) | -2,125,925 | -2,125,925 | |||||
IPO or Issuance of shares, value, net of issuance costs | 36,059,908 | 32,200 | 36,027,708 | ||||
IPO or Issuance of shares, shares | 3,220,000 | ||||||
Warrants exercised/expired | 8,116 | 269 | 23,164 | -15,317 | |||
Warrants exercised/expired, shares | 26,976 | -63,175 | |||||
Stock options exercised | 184,855 | 307 | 184,548 | ||||
Stock options exercised, shares | 30,701 | 30,701 | |||||
Net loss | -46,421,960 | -46,421,960 | |||||
Foreign currency translation | -4,258,645 | -4,258,645 | |||||
Balance at Dec. 31, 2014 | $57,529,399 | $218,360 | $220,460,559 | $2,949,018 | ($161,465,910) | ($4,632,628) | |
Balance, shares at Dec. 31, 2014 | 21,836,046 | 1,249,126 |
Consolidated_Statements_of_Sha1
Consolidated Statements of Shareholders' Equity (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Statement Of Stockholders Equity [Abstract] | |
Issuance of common shares, issuance costs | $22,254 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities | |||
Net loss | ($47,296,850) | ($33,791,282) | ($39,538,463) |
Adjustments to reconcile net loss to cash: | |||
Stock-based compensation | 6,949,205 | 6,731,539 | 7,431,262 |
Depreciation of property and equipment and amortization of intangible assets | 260,472 | 1,164,582 | 2,115,948 |
Impairment loss and write-off of property and equipment and of intangible assets | 8,619,405 | 1,212,690 | |
Amortization of deferred financing costs and debt discounts | 291,659 | 240,463 | 99,933 |
Write-off of IPO costs | 1,828,074 | ||
Equity participation in losses of equity method investment (Note 3) | 216 | 15,496 | 274,471 |
Other long-term liabilities | 45,000 | 45,000 | 37,500 |
Financial charges (income), net (Note 10) | 6,707,293 | -9,815,293 | |
(Gain) loss on debt extinguishment (Note 8) | -49,724 | -314,305 | |
Deferred income taxes | 55,065 | ||
Changes in operating assets and liabilities | |||
Change in accounts receivable | 278,136 | -158,816 | -596,171 |
Change in inventories | 1,220,113 | -521,083 | -1,894,319 |
Change in prepaid expenses and deposits | 3,517,713 | -2,488,544 | -2,105,002 |
Change in research and development tax credits receivable, value added tax, income taxes and other receivables | -1,443,446 | -61,012 | -596,632 |
Change in accounts payable to ARD | 819,267 | -144,371 | -278,993 |
Change in accounts payable and accrued liabilities | 6,247,971 | 2,953,225 | -321,420 |
Net cash used in operating activities | -22,452,975 | -27,524,996 | -32,276,057 |
Cash flows from investing activities | |||
Acquisition of property and equipment and intangible asset | -85,014,063 | -12,788,350 | -6,630,073 |
Change in restricted cash | -678,450 | ||
Capital redistribution from (investment in) equity method investments (Note 3) | 675,000 | -1,000,000 | |
Net cash used in investing activities | -85,017,513 | -12,788,350 | -7,630,073 |
Cash flows from financing activities | |||
Deferred financing costs | -1,077,079 | -792,960 | |
Issuance of long-term debt (Note 8) | 33,740,574 | 26,692,204 | 2,238,784 |
Repayment of long-term debt (Note 8) | -25,000,000 | ||
Government grants (Note 9) | 10,131,666 | 1,141,242 | 4,455,358 |
Net proceeds from issuance of common shares | 36,250,737 | 159,304 | 9,977,656 |
Proceeds from issuance of shares by a subsidiary (Note 12) | 24,608,700 | ||
Net proceeds on issuance of units (Note 13) | 72,863,709 | ||
Cancellation of shares (Note 2) | -140,000 | ||
Net cash provided by financing activities | 78,654,598 | 99,923,499 | 16,671,798 |
Foreign exchange impact on cash | -3,869,557 | -954,291 | 350,528 |
Increase (decrease) in cash | -32,685,447 | 58,655,862 | -22,883,804 |
Cash and cash equivalents, beginning of period | 83,728,199 | 25,072,337 | 47,956,141 |
Cash and cash equivalents, end of period | 51,042,752 | 83,728,199 | 25,072,337 |
Non-cash transactions: | |||
Construction in Progress costs not yet paid | 8,856,101 | 2,646,963 | 162,226 |
Amortization of debt discounts capitalized to CIP | $814,653 | $300,000 |
Description_of_the_business
Description of the business | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Description of the business | 1. Description of the business |
BioAmber Inc. (the “Company” or “BioAmber”) is a bio-based chemicals company. BioAmber’s goal is to develop commercially viable, intellectual property (“IP”) protected technologies that use industrial biotechnology to produce chemical building blocks in fermentation broth, and subsequently use chemical processing to isolate and purify the building blocks from the broth and transform them into a range of value added chemicals. | |
The Company was incorporated in the State of Delaware in October 2008 and was established as the result of the spin-off of certain assets from Diversified Natural Products, Inc. (“DNP”). These assets consisted principally of an intellectual property portfolio, which pertained to the production of succinic acid from renewable feedstock and was used in selected applications and derivative products. | |
In September 2010, the Company acquired the 50% interest in its joint venture (“JV”) Bioamber S.A.S. that it did not already own. Concurrent with this acquisition, the Company changed its name from DNP Green Technology, Inc. to BioAmber Inc. and changed its fiscal year end from June 30 to December 31. Bioamber S.A.S. had been wholly owned by the Company until its liquidation in December 2014. |
Summary_of_significant_account
Summary of significant accounting policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Summary of significant accounting policies | 2. Summary of significant accounting policies | ||||||||||||
Basis of presentation | |||||||||||||
These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and comprise the financial position and results of operations of BioAmber Inc., and all its subsidiaries, which include BioAmber Canada Inc., Sinoven Biopolymers Inc. and BioAmber Sarnia Inc. Intercompany balances and transactions have been eliminated upon consolidation. The Financial Accounting Standards Board (“FASB”) sets GAAP to ensure financial condition, results of operations and cash flows are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“FASB ASC”). | |||||||||||||
Risk and uncertainties | |||||||||||||
BioAmber is an industrial biotechnology company producing sustainable chemicals and the Company has not commenced its planned, principal operations. The Company’s principal operations will start once commercial production begins at the Sarnia, Ontario facility, currently under construction. The Company’s activities since inception have consisted principally of raising capital for performing research and development activities, developing market related to its bio-succinic acid product and derived products, acquiring technology patents, producing and selling bio-succinic acid from a large-scale demonstration facility in Pomacle, France, and building its Sarnia facility. Ultimately, the Company believes that the attainment of profitable operations is dependent upon future events, including completion of the construction and future operation of the commercial-scale manufacturing facility in Sarnia, Ontario, further advancing its existing commercial arrangements with strategic partners to generate revenue from the sale of its products that will support the Company’s cost structure, gaining market acceptance for its bio-succinic acid, its derivatives and other building block chemicals, obtaining adequate financing to complete its development activities, and attracting and retaining qualified personnel. | |||||||||||||
Use of estimates | |||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||
Significant areas requiring the use of significant management estimates include fair value determination of assets, liabilities, fair value of intangible assets and goodwill, useful lives of intangible assets, income taxes, stock-based compensation and fair value of certain debt and equity instruments. | |||||||||||||
Fair value of financial instruments | |||||||||||||
The Company applies FASB ASC 820, Fair Value Measurement, which defines fair value and establishes a framework for measuring fair value and making disclosures about fair value measurements. FASB ASC 820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of financial instruments and the characteristics specific to them. Financial instruments with readily available quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. | |||||||||||||
There are three levels within the hierarchy that may be used to measure fair value: | |||||||||||||
Level 1 | — | A quoted price in an active market for identical assets or liabilities. | |||||||||||
Level 2 | — | Significant pricing inputs are observable inputs, which are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. | |||||||||||
Level 3 | — | Significant pricing inputs are unobservable inputs, which are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. | |||||||||||
The fair value measurements level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used should maximize the use of observable inputs and minimize the use of unobservable inputs. | |||||||||||||
The valuation methodologies described above may produce a fair value calculation that may not be indicative of future net realizable value or reflective of future fair values. | |||||||||||||
Foreign currencies | |||||||||||||
The functional currency of BioAmber Inc. and Sinoven Biopolymers Inc. (“Sinoven”) is the United States dollar, whereas for BioAmber Canada Inc. and BioAmber Sarnia Inc. the functional currency is the Canadian dollar and for Bioamber S.A.S. it was the Euro. The assets and liabilities of BioAmber Canada Inc. and BioAmber Sarnia Inc. are translated into United States dollars using period-end exchange rates, while revenues and expenses are translated at average exchange rates prevailing during the period. The assets and liabilities for BioAmber S.A.S. were translated into Unites States dollars on the date of the liquidation of BioAmber S.A.S. into BioAmber Inc. on December 29, 2014. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss). All foreign currency transaction gains and losses resulting from transactions denominated in foreign currencies are recorded as foreign exchange (gain) loss in the consolidated statements of operations. | |||||||||||||
Cash equivalents | |||||||||||||
The Company recognizes cash equivalents as highly liquid investments with an original maturity of three months or less at date of purchase. | |||||||||||||
Restricted Cash | |||||||||||||
Cash amounts that are restricted to withdrawal or usage are presented as restricted cash. As of December 31, 2014 and December 31, 2013, the Company had $646,500 and nil, respectively, of restricted cash held in an escrow account as a guarantee to a long-term supply agreement. See also Note 17. | |||||||||||||
Concentration of credit risk | |||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company believes it is not exposed to significant credit risk related to cash, cash equivalents and accounts receivable. As of December 31, 2014 and 2013, the Company did not have any provision for doubtful accounts. | |||||||||||||
Inventories | |||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out (FIFO) basis. Prior to the Company having any customer orders for sample product, all production and development costs were expensed as part of the Company’s research and development efforts. As a result, certain sales in 2012 of product produced in prior periods had a cost basis of zero. | |||||||||||||
Property and equipment | |||||||||||||
Property and equipment are recorded at cost and are amortized over their estimated useful lives using the straight-line method over the following periods: | |||||||||||||
Furniture and Fixtures | 5-8 years | ||||||||||||
Machinery and Equipment | 5-15 years | ||||||||||||
Computers, Office Equipment and Peripherals | 3-7 years | ||||||||||||
Leaseholds improvements are amortized over the shorter of the related lease terms or their estimated useful lives. Costs related to repairs and maintenance of property and equipment are expensed in the period in which they are incurred. Upon sale or disposal, the Company writes off the cost of the asset and the related amount of accumulated depreciation. The resulting gain or loss is included in the consolidated statement of operations. Assets in the course of construction are classified as construction in-progress and are carried at cost, net of grants received and any recognized impairment loss. They consist of expenditures directly related to building the manufacturing facility in Sarnia, Ontario. For qualifying assets, cost includes capitalized borrowing costs. | |||||||||||||
Business combinations | |||||||||||||
The Company accounts for acquired businesses using the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations. The consideration transferred for the acquisition is the fair values of the assets transferred, the liabilities incurred and the equity interest issued. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. | |||||||||||||
Intangible assets | |||||||||||||
Computer software and license are recorded at cost and are depreciated over their estimated useful lives using the straight-line method over the following periods: | |||||||||||||
Computer Software | 2-5 years | ||||||||||||
License | 2-15 years | ||||||||||||
Costs incurred in obtaining patents are capitalized and amortized on a straight-line basis over their estimated useful lives of between 5 and 15 years. The Company’s patent portfolio was acquired as part of the spin-off transaction with DNP and the acquisition of Sinoven Biopolymers Inc. and BioAmber S.A.S. The cost of servicing the patents is expensed as incurred. | |||||||||||||
As required by FASB ASC 805, acquired in-process research and development (IPR&D) through business combinations is accounted for as an indefinite-lived intangible asset until completion or abandonment of the associated research and development efforts. Therefore, such assets are not amortized but are tested for impairment at least annually. Once the research and development activities are deemed to be substantially complete, the assets will be amortized over the related product’s useful life. If the project is abandoned, the assets will be written off if they have no alternative future use. The Company reviews its portfolio of patents and acquired in-process research and development taking into consideration events or circumstances that may affect its recoverable value. | |||||||||||||
To test indefinites-lives intangible assets for impairment in accordance with ASU 2012-02, FASB ASC 350-Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, the Company first assesses the qualitative factors to determine whether it is more likely than not, that the asset is impaired. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that fair value of an indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. | |||||||||||||
In the fourth quarter of 2012, the Company wrote off $1.2 million of unamortized value of the Sinoven patents and in-process research and development related to the proprietary technology for modifying polybutylene succinate, or mPBS. The Company carried out testing and concluded that the technology would not meet regulatory approval in the near term for its intended initial application and that alternatives would take significant incremental cost and time. As a result of this assessment, the Company decided to suspend development of mPBS, given other market development priorities. Accordingly, in the fourth quarter of 2012, the Company wrote-off the remaining unamortized value of the Sinoven patents in the amount of $398,749 and in-process research and development in the amount of $813,941. | |||||||||||||
During the second quarter of 2013, the Company’s board of directors approved the transition from an E. coli-based technology to its yeast-based technology to be used in the production process at its manufacturing facility in Sarnia, Ontario. FASB ASC 350 requires evaluating the remaining useful life of an intangible asset that is being amortized each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. The decision to remove the E. coli as the core technology from the Company’s production process required the Company to assess for potential impairment by conducting a recoverability test of this intellectual property (IP) portfolio and determining whether the carrying value of the IP is less than or equal to the fair value of the IP. The test comprised determining the fair value by discounting future cash flows from the future expected sales of succinic acid manufactured using the E. coli technology. The tests indicated that the fair market value was nominal. The non-recurring fair value measure is a level 3 fair value measure. As a consequence, the Company recognized an impairment loss on the intangible assets related to the E. coli technology, comprised of patents and IPR&D acquired as part of the spin-off transaction and the acquisition of Bioamber S.A.S. in the amount of $7.8 million during the second quarter of 2013. | |||||||||||||
Goodwill | |||||||||||||
Goodwill represents the excess purchase price over the estimated fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized, but is reviewed for impairment on an annual basis, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, using a discounted cash flow model. | |||||||||||||
The Company’s goodwill is attributed to its one reporting unit. The Company has selected December 31 as the date to perform its annual impairment test. Since the Company’s IPO, the Company changed the impairment testing date from June 30 to December 31, to align its testing date with the year-end date. In testing for impairment of its goodwill, the Company may first assess qualitative factors to determine whether it is necessary to perform the two-step impairment test described below. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. If the quantitative impairment test is required, the Company must make assumptions regarding estimated future cash flows to be derived from the reporting unit. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. | |||||||||||||
If the net book value exceeds its fair value, then the Company performs the second step of the goodwill impairment test to determine the amount of the impairment loss. In calculating the fair value of the reporting unit’s goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the reporting unit over the amount assigned to its other assets and liabilities is the fair value of goodwill. An impairment loss is recognized when the carrying amount of goodwill exceeds its fair value. There was no impairment of goodwill recorded for the periods ended December 31, 2014, 2013 and 2012. | |||||||||||||
Asset retirement obligation | |||||||||||||
Management assesses the potential asset retirement obligation upon acquisition of its assets or entering into lease arrangements. If a reasonable estimate of the fair value of the liability can be made, the Company recognizes the retirement obligation. During the year ended December, 31, 2014, 2013 and 2012, the Company recorded an amount of $45,000, $45,000 and $37,500 respectively, for the cost of restoring the premises on the termination date of its leased premises in Plymouth, USA. The cumulative amount to be recognized over the 4 years-term of the lease is $180,000. The amount accrued for the year ended December 31, 2014 and December 31, 2013 are recorded in the other long-term liabilities on the consolidated balance sheet. | |||||||||||||
Long-lived asset impairment | |||||||||||||
Management assesses the fair value of its long-lived assets in accordance with FASB ASC 360, Property, Plant, and Equipment. At the end of each reporting period, it evaluates whether there is objective evidence of events or changes in business conditions which suggest that an asset may be impaired. | |||||||||||||
In such cases the Company determines the fair value based upon forecasted cash flows which the assets are expected to generate and the net proceeds expected from their sale. If the carrying amount exceeds the fair value of the assets, estimated by discounting cash flows techniques, an impairment charge is recorded. The impairment charge is determined as the difference between the fair value of the assets and their corresponding carrying value. | |||||||||||||
As a result of the Company’s board of directors approving the transition from an E. coli-based technology to yeast-based technology in the second quarter of 2013, the Company conducted an analysis of the costs capitalized in construction in-progress to determine whether such costs would still provide future benefits as part of the planned manufacturing facility in Sarnia, Ontario. The assessment conducted by the Company identified certain costs that were no longer useful for a productive process based on its yeast-based technology. Accordingly, the Company recognized a write-off of construction in-progress in an amount of $834,000 during the second quarter of 2013. | |||||||||||||
Government grants | |||||||||||||
The Company has entered into arrangements to receive government grants that relate primarily to the construction of facilities. Government grants are recognized when there is reasonable assurance that the grant will be received and that the conditions of the grant have been complied with. Government grants received in advance of complying with the conditions of the grant are deferred until all conditions are met. Government grants related to property and equipment are included in the balance sheet as a reduction of the cost of the asset and result in reduced depreciation expense over the useful life of the asset. Government grants that relate to expenses are recognized in the income statement as a reduction of the related expense or as a component of other income. As of December 31, 2014, $29.2 million has been received in connection with government grants and loans, of which $14.4 million was applied as a reduction of the cost of construction in progress (see Note 5). | |||||||||||||
Warrants financial liability | |||||||||||||
The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in FASB ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. Derivative warrant liabilities were valued using the Black-Scholes pricing model at the date of initial issuance and are valued using the closing value as quoted on the New York Stock Exchange at each subsequent balance sheet date. | |||||||||||||
The liability is presented as warrants financial liability in the consolidated balance sheet, and changes in the fair value of the warrants are reflected in the consolidated statement of operations as part of financial charges (income), net. | |||||||||||||
Revenue recognition | |||||||||||||
Revenue comprises the fair value of the consideration received or receivable for the sale of products and services in the ordinary course of the Company’s activities. Revenue is presented net of discounts. | |||||||||||||
Revenue is recognized when persuasive evidence of an arrangement exists, the fee is determinable, collectability is reasonably assured and delivery has occurred, which for product revenue is at the time of transfer of title. | |||||||||||||
The Company’s revenues represent sales of bio-succinic acid to a limited number of customers. During the year ended December 31, 2014, 47% of our sales were to International Flavor and Fragrances, Inc, or IFF, Brenntag AG, or Brenntag and Olon Italy. During the year ended December 31, 2013, 64% of our sales were to IFF and Brenntag. | |||||||||||||
Net loss per share | |||||||||||||
The Company computes net loss per share in accordance with FASB ASC 260, Earnings per share, under which basic net loss per share attributable to common shareholders is computed by dividing net loss attributable to common shareholders by the basic weighted-average number of common shares outstanding during the period. Shares issued and reacquired during the period are weighted for the portion of the period that they were outstanding. The computation of diluted earnings per share (“EPS”) is similar to the computation of the basic EPS except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if all of the potentially dilutive shares of common stock had been issued. In addition, in computing the dilutive effect of convertible securities, the numerator is adjusted to add back any convertible preferred dividends and the after-tax amount of interest recognized in the period associated with any convertible debt. The numerator is also adjusted for any other changes in income or loss that would result from the assumed conversion of those potential shares of common stock such as profit-sharing expenses. Common equivalent shares are excluded from the diluted EPS calculation if their effect is anti-dilutive. Losses have been incurred in each period since inception; accordingly, diluted loss per share is not presented. | |||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Historical net loss per share: | |||||||||||||
Net loss attributable to BioAmber Inc. | $ | 46,421,960 | $ | 33,217,758 | $ | 39,351,050 | |||||||
Net loss per share attributable to BioAmber Inc. shareholders—basic | $ | 2.32 | $ | 2.13 | $ | 3.82 | |||||||
Weighted-average common shares—basic | 20,016,180 | 15,590,814 | 10,296,633 | ||||||||||
Research and development expenses | |||||||||||||
In accordance with FASB ASC 730, Research and Development, research and development expenses are charged to operations in the period in which they are incurred, net of investment tax credits. | |||||||||||||
Deferred financing costs | |||||||||||||
Costs incurred to secure debt are deferred and amortized on a straight-line basis, which approximates the effective interest method, over the term of the related debt. Costs incurred in connection with the Company’s initial public offering (“IPO”) of shares were initially deferred and subsequently reclassified to share issuance costs in the statement of shareholders’ equity when the shares were issued. In 2012, it was determined at that time that the IPO would not proceed for a significant period of time, as a result the deferred costs were charged to general and administrative expenses at the date the determination was made. | |||||||||||||
Borrowing costs | |||||||||||||
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. If active development is interrupted for an extended period, capitalization is suspended. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in profit or loss in the period in which they are incurred. | |||||||||||||
Stock-based compensation | |||||||||||||
The Company accounts for its stock-based compensation expense in accordance with FASB ASC 718, Compensation—Stock Compensation. Stock options are granted to employees at exercise prices equal to the estimated fair value of the Company’s stock at the grant dates. Stock options vest generally over four years and have a term of ten years. Each stock option entitles the holder to purchase one share of common stock which comes from the Company’s authorized shares. Compensation expense is recognized over the period during which an employee is required to provide services in exchange for the award, generally the vesting period. | |||||||||||||
The Company recognizes stock-based compensation for awards to employees based on the estimated fair value of the awards granted. The fair value method requires the Company to estimate the fair value of stock-based awards on the date of grant using an option pricing model. The Company uses the Black-Scholes option-pricing model to estimate the fair value of awards granted to employees, and the requisite fair value is recognized as expense on a straight-line basis over the service period of the award. | |||||||||||||
The Company uses the Black-Scholes option-pricing model to estimate the fair value of awards granted to non-employees. The measurement of stock-based compensation for non-employees is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in the Company’s consolidated statements of operations during the period the related services are rendered. | |||||||||||||
The Black-Scholes option pricing model requires the following inputs: expected life, expected volatility, risk-free interest rate, expected dividend yield rate, exercise price and closing price of the Company’s common stock on the date of grant. Due to the Company’s limited history of grant activity, the Company calculates its expected term utilizing the “simplified method” permitted by the Securities and Exchange Commission (“SEC”), which is the average of the total contractual term of the option and its vesting period. The Company calculates its expected volatility rate from the historical volatilities of selected comparable public companies within its industry, due to a lack of historical information regarding the volatility of the Company’s stock price. The Company will continue to analyze the historical stock price volatility assumption as more historical data for its common stock becomes available. The risk-free interest rate is based on the US Treasury yield curve in effect at the time of grant for zero coupon US Treasury notes with maturities similar to the option’s expected term. The expected dividend yield was assumed to be zero, as the Company has not paid, nor does it anticipate paying, cash dividends on shares of its common stock. The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. | |||||||||||||
Environmental liabilities | |||||||||||||
The nature of the Company’s operations requires compliance with environmental laws and regulations set by the governmental authorities in the jurisdictions in which the Company operates. It will develop policies and practices for the remediation of the effects of release or disposal of materials at its locations. Any resulting environmental liabilities will be recorded when they are probable and management can reliably estimate their amount. As of December 31, 2014, and each prior balance sheet date presented, no environmental liabilities have been identified. | |||||||||||||
Income taxes | |||||||||||||
The Company calculates its income tax charge on the basis of the tax laws enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income, in accordance with FASB ASC 740, Income Taxes. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. | |||||||||||||
Income taxes in the consolidated statements of operations consist of federal, state and foreign jurisdictions income taxes related to the Company and its subsidiaries. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to temporary differences arising from assets and liabilities whose basis are different for financial reporting and income tax purposes. | |||||||||||||
Deferred taxes are provided using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and net operating losses, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts on the financial statements of assets and liabilities and their tax basis. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce net deferred tax assets to an amount that is more likely than not to be realized. The amount of the valuation allowance is based on the Company’s best estimate of the recoverability of its deferred tax assets. In making such a determination, we consider all available positive and negative evidence, including future reversals of taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance. | |||||||||||||
The Company follows guidance for income taxes, which prescribes a recognition threshold and measurement standard for the financial statement recognition and measurement of an income tax position taken or expected to be taken in a tax return. The Company accounts for interest and penalties related to uncertain tax positions, if any, as part of tax expense unless it is associated with intercompany profits. The Company recognizes interest and penalties related to uncertain tax positions associated with intercompany profits as prepaid tax expense. This asset is amortized over the life of the assets involved in the intercompany sale. | |||||||||||||
Research and development tax credits | |||||||||||||
Bioamber S.A.S., before its liquidation in December 2014, had received government assistance in the form of research and development tax credits from the French taxation authorities, based on qualifying expenditures. These credits were not dependent on ongoing tax status or tax position and accordingly were not considered part of income taxes. The Company recorded these tax credits, as a reduction of research and development expenses, when the Company was able to reasonably estimate the amounts and it was more likely than not they would be received. | |||||||||||||
Segment reporting | |||||||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and manages its business as one segment. The chief operating decision-maker is the Chief Executive Officer. | |||||||||||||
Recent accounting pronouncements | |||||||||||||
In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, "Revenue Recognition - Revenue from Contracts with Customers," which is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard is effective for interim and annual periods beginning after December 15, 2016, and either full retrospective adoption or modified retrospective adoption is permitted. The Company is in the process of evaluating the impact of the standard. | |||||||||||||
In June 2014, the FASB issued ASU No. 2014-10,"Development Stage Entities," - Elimination of Certain Financial Reporting Requirements, including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. Amendments to the consolidation guidance may result in more DSEs being considered variable interest entities (VIEs). The new guidance is effective for fiscal years and interim periods beginning after 15 December 2014, with early adoption permitted. The Company had elected to early adopt ASU No. 2014-10 for the interim period ended September 30, 2014. The adoption of this ASU allowed the Company to remove the inception to date information and all references to development stage. | |||||||||||||
In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements— Going Concern (Subtopic 205-40) (Topic 718): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. This ASU requires an entity to evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. The new guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2016. The adoption of this ASU is not expected to have an impact on the Company’s consolidated financial position, results of operations or cash flows. | |||||||||||||
Investment_in_AmberWorks_LLC
Investment in AmberWorks LLC | 12 Months Ended |
Dec. 31, 2014 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investment in AmberWorks LLC | 3. Investment in AmberWorks LLC |
In February 2010, the Company acquired 75% of the shares of common stock of Sinoven, a private company incorporated in the state of Delaware in October 2009. | |
On February 15, 2012, BioAmber Inc., Sinoven and NatureWorks LLC (“NW”) formed AmberWorks LLC, a joint-venture ("JV") whose activities are limited to research, development, manufacturing, licensing and sales of certain products and other related activities. Sinoven and NW share expenses and profits in proportion to their respective ownership interest percentage of 50% each. Sinoven provided AmberWorks with a non-exclusive worldwide license, granting AmberWorks the rights to use the Sinoven IP in connection with certain activities of the JV. NW provided AmberWorks with a non-exclusive worldwide license, granting AmberWorks the rights to use certain patents owned by or licensed to NW in connection with certain activities of the JV. NW also undertook to exclusively market, promote and sell the products produced by the JV. Each of Sinoven and NW made equal initial cash contributions of $1 million in order to finance the start-up operations of AmberWorks LLC. | |
The equity method of accounting is applied to this investment as the ownership structure prevents Sinoven from exercising a controlling influence over operating and financial policies of the business. Under this method, the equity in the net earnings or losses of AmberWorks is reflected as equity participation in losses of equity method investments in the Consolidated Statements of Operations. The effects of intercompany transactions with AmberWorks are eliminated, including the gross profit on sales to and purchases from the investment, until the time of sale to a third party customer. | |
On May 6, 2014, AmberWorks made a capital distribution totaling $1,350,000, to Sinoven and NatureWorks LLC, both 50% holders of the joint venture, in proportion of their respective investments in the joint venture. This distribution was in the form of cash and was recorded as a reduction of investment. | |
AmberWorks had revenue of nil and nil and a net loss of $431 and $30,992, for the year ended December 31, 2014 and 2013, respectively. Sinoven’s share of the net loss amounted to $216 and $15,496 for those periods. | |
AmberWorks had total assets of $69,634 and $1,420,066 and total liabilities of nil and $nil as of December 31, 2014 and December 31, 2013, respectively. Sinoven’s share of net assets amounted to $34,817 and $710,033 as of those periods. | |
Inventories_and_Prepaid_expens
Inventories and Prepaid expenses and deposits | 12 Months Ended |
Dec. 31, 2014 | |
Inventory Disclosure [Abstract] | |
Inventories and Prepaid expenses and deposits | 4. Inventories and Prepaid expenses and deposits |
The Company had $1.8 million and $2.4 million of finished goods inventory as of December 31, 2014 and December 31, 2013, respectively, net of an inventory reserve of $2.3 million and nil, as of December 31, 2014 and December 31, 2013, respectively. | |
The Company had $0.8 million and $5.1 million of prepaid expenses and deposits as of December 31, 2014 and December 31, 2013, respectively, which was comprised primarily of insurance payments and deposits made to secure the purchase of equipment and advances for the construction of the manufacturing facility in Sarnia, Ontario. | |
Property_and_equipment
Property and equipment | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property Plant And Equipment [Abstract] | |||||||||||
Property and equipment | 5. Property and equipment | ||||||||||
Estimated | |||||||||||
Useful | December 31, | December 31, | |||||||||
Life | 2014 | 2013 | |||||||||
(years) | |||||||||||
$ | $ | ||||||||||
Land | 290,349 | 316,689 | |||||||||
Furniture and fixtures | 5 - 8 | 77,448 | 80,081 | ||||||||
Machinery and equipment | 5 - 15 | 1,215,561 | 747,549 | ||||||||
Computers, office equipment and peripherals | 3 - 7 | 134,248 | 238,143 | ||||||||
Leasehold improvement | 10 | 12,342 | — | ||||||||
Construction in-progress | 101,664,351 | 16,784,763 | |||||||||
Grants applied to construction in-progress | (14,362,312 | ) | (4,338,168 | ) | |||||||
89,031,987 | 13,829,057 | ||||||||||
Less: accumulated depreciation | (367,088 | ) | (274,778 | ) | |||||||
Property and equipment, net | 88,664,899 | 13,554,279 | |||||||||
Depreciation expense is recorded as an operating expense in the consolidated statements of operations and amounted to $209,973, $162,614 and $80,654 for the years ended December 31, 2014, 2013 and 2012 respectively. |
Intangible_assets
Intangible assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||
Intangible assets | 6. Intangible assets | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Intellectual property, patents and licenses: | |||||||||
Beginning balance | 4,878,813 | 12,644,197 | |||||||
Write-off of patents and completed IPR&D | — | (7,785,384 | ) | ||||||
4,878,813 | 4,878,813 | ||||||||
Foreign currency translation adjustment | (350,074 | ) | (350,074 | ) | |||||
4,528,739 | 4,528,739 | ||||||||
Less: accumulated amortization | (4,528,739 | ) | (4,528,739 | ) | |||||
Intellectual property, patents and licenses, net | — | — | |||||||
Acquired in-process research and development | 4,158,550 | 4,158,550 | |||||||
Computer software and licenses | 279,201 | — | |||||||
Less: accumulated amortization | (104,840 | ) | |||||||
Intangible assets, net | 4,332,911 | 4,158,550 | |||||||
Amortization expense is recorded as an operating expense in the consolidated statements of operations and amounted to $50,499, $1,001,968 and $2,035,294 for the years ended December 31, 2014, 2013 and 2012 respectively. |
Accounts_payable_and_accrued_l
Accounts payable and accrued liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Accounts payable and accrued liabilities | 7. Accounts payable and accrued liabilities | ||||||||
Accounts payable and accrued liabilities consisted of the following: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Trade accounts payable | 13,184,825 | 4,020,205 | |||||||
Accrued payroll and bonus | 2,232,590 | 2,291,369 | |||||||
Consulting and legal fees | 614,993 | 203,958 | |||||||
Other | 427,510 | 565,939 | |||||||
Total | 16,459,918 | 7,081,471 | |||||||
Longterm_debt
Long-term debt | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||
Long-term debt | 8. Long-term debt | ||||||||||||||||||||||||
Project Financing | |||||||||||||||||||||||||
The Company entered into the following facilities to fund the construction of a manufacturing facility in Sarnia, Ontario, Canada: | |||||||||||||||||||||||||
i) | Sustainable Jobs and Investment Fund (SJIF) | ||||||||||||||||||||||||
On September 30, 2011, BioAmber Sarnia Inc. (“BioAmber Sarnia”) and the Minister of Economic Development and Trade of Ontario, Canada (Sustainable Jobs Innovation Fund) entered into an agreement pursuant to which a loan in the amount of CAD$15,000,000, or $12,929,920 when converted into U.S. dollars as of December 31, 2014, was granted to BioAmber Sarnia, according to the following principal terms: | |||||||||||||||||||||||||
· | the loan is interest free during the first five years provided BioAmber Sarnia creates or retains an average of 31 jobs per year, calculated on an annual basis; | ||||||||||||||||||||||||
· | the loan will bear interest from the fifth anniversary date of its disbursement at an annual rate of 3.98% (or 5.98% if BioAmber Sarnia does not fully achieve the cumulative job target for the first five years); | ||||||||||||||||||||||||
· | the principal will be repayable in five annual equal installments from the sixth anniversary date of the disbursement of the loan; | ||||||||||||||||||||||||
· | the loan is secured by a guarantee from BioAmber Inc. and Mitsui & Co., Ltd., the non-controlling shareholder of BioAmber Sarnia, (the guarantee being limited to its percentage of ownership held in BioAmber Sarnia); and | ||||||||||||||||||||||||
· | secured by (i) a general security agreement representing a valid charge on BioAmber Sarnia’s present and future accounts receivable, inventory, equipment and other personal property and (ii) a valid charge against the leasehold interest on the portion of the real property located in Sarnia Ontario, Canada and leased to BioAmber Sarnia. | ||||||||||||||||||||||||
During March 2013, BioAmber Sarnia received the first disbursement of CAD$929,000, or $801,234 when converted into U.S. dollars as of December 31, 2014. The loan was originally recorded at $429,388 when converted into U.S. dollars as of December 31, 2014, being the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 15%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan of $371,846 when converted into U.S. dollars as of December 31, 2014 was recorded as a short term deferred grant and subsequently reclassified to reduce the cost of construction in-progress. | |||||||||||||||||||||||||
During July 2014, BioAmber Sarnia received the second disbursement of CAD$4,976,000, or $4,289,073 when converted into U.S. dollars as of December 31, 2014. The loan was originally recorded at $2,229,828 when converted into U.S. dollars as of December 31, 2014, being the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan of $2,059,245 when converted into U.S. dollars as of December 31, 2014 was recorded as a grant classified in reduction of the cost of construction in-progress. | |||||||||||||||||||||||||
During November 2014, BioAmber Sarnia received the third disbursement of CAD$1,345,000, or $1,159,278 when converted into U.S. dollars as of December 31, 2014. The loan was originally recorded at $627,164 when converted into U.S. dollars as of December 31, 2014, being the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan of $532,114 when converted into U.S. dollars as of December 31, 2014 was recorded as a short term deferred grant and subsequently reclassified to reduce the cost of construction in-progress. | |||||||||||||||||||||||||
The discounted loan is being accreted to its face value through a charge in the consolidated statement of operations using the effective interest method over the term of the loan. | |||||||||||||||||||||||||
ii) | Sustainable Chemistry Alliance (SCA) | ||||||||||||||||||||||||
In November 2011, BioAmber Sarnia entered into a loan agreement with Sustainable Chemistry Alliance in the amount of CAD$500,000, or $431,000 when converted into U.S. dollars as of December 31, 2014. The loan was interest free until November 30, 2013, and the unpaid balance of the loan subsequently bears interest at the rate of 5% per annum compounded monthly. The principal repayment will be effected by way of 20 consecutive quarterly installments of CAD$25,000 from November 2015 to November 2020. The loan agreement contains various legal and financial covenants including i) third party credit facilities which cannot exceed $45 million in the aggregate as long as any principal of the loan remains outstanding, ii) the funds are to be used for research and development expenses only and iii) dividends may not be declared or paid without the consent of the lender. | |||||||||||||||||||||||||
In July 2014, the loan agreement was amended to increase the third party credit facilities from $45 million in the aggregate as described above, to $60 million in the aggregate. | |||||||||||||||||||||||||
The loan was originally recorded at $223,583, when converted into U.S. dollars as of December 31, 2014, being the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 15%, being the interest rate a loan with similar terms and conditions would carry. | |||||||||||||||||||||||||
The difference between the face value of the loan and the discounted amount of the loan of $207,417 was recorded as a deferred grant (see Note 9). | |||||||||||||||||||||||||
The discounted loan is being accreted to its face value through a charge in the consolidated statement of operations using the effective interest method over the term of the loan. | |||||||||||||||||||||||||
iii) | Federal Economic Development Agency (FEDDEV) | ||||||||||||||||||||||||
On September 30, 2011, BioAmber Sarnia and Canadian Federal Economic Development Agency entered into a contribution agreement pursuant to which a loan of up to a maximum amount of CAD $12,000,000 or $10,343,936 when converted into U.S. dollars as of December 31, 2014, was granted to BioAmber Sarnia. The loan is non-interest bearing with repayment of principal from October 2013 to October 2018 in 60 monthly installments. The repayment terms were later modified as described below. | |||||||||||||||||||||||||
The loan agreement contains various legal and financial covenants ordinarily found in such government agency loan agreements. In addition the following specific covenants also apply: | |||||||||||||||||||||||||
(a) | The Company will carry appropriate amounts of liability and casualty insurance during the duration of the loan agreement | ||||||||||||||||||||||||
(b) | The Company will file for and obtain all necessary permits and licenses from all required jurisdictional authorities in order to build the facility | ||||||||||||||||||||||||
(c) | The Company will not alter the project nor project management without prior written consent of the Minister | ||||||||||||||||||||||||
(d) | The Company will complete the project to the Minister’s satisfaction by the completion date | ||||||||||||||||||||||||
(e) | The Company will not allow change of control without prior written consent of the Minister | ||||||||||||||||||||||||
These covenants were met as of December 31, 2014. | |||||||||||||||||||||||||
During October 2012, BioAmber Sarnia received the first disbursement for CAD $3,645,000 or $3,141,971 when converted into U.S. dollars as of December 31, 2014. The loan was originally recorded at $1,920,056 when converted into U.S. dollars as of December 31, 2014, being the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 15%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan of $1,221,915 when converted into U.S. dollars as of December 31, 2014 was recorded as a deferred grant and subsequently reclassified to reduce the cost of construction in progress. | |||||||||||||||||||||||||
During January 2013, BioAmber Sarnia received a second disbursement for CAD $221,000, or $190,501 when converted into U.S. dollars as of December 31, 2014. The loan was originally recorded at $122,225 when converted into U.S. dollars as of December 31, 2014, being the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 15%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan of $68,276 when converted into U.S. dollars as of December 31, 2014 was recorded as a deferred grant and subsequently reclassified to reduce the cost of construction in progress | |||||||||||||||||||||||||
On March 20, 2013, BioAmber Sarnia agreed with FEDDEV to amend the repayment of principal from the period October 2013 to October 2018, to the period October 2014 to October 2019. The Company recorded the impact of the amendment in accordance with FASB ASC 470-50, Debt Modifications and Extinguishments. Accordingly, the amendment was recorded as a debt extinguishment and the issuance of new debt, with new terms. As a result, the Company recognized a gain on debt extinguishment of $314,305. | |||||||||||||||||||||||||
During December 2013, BioAmber Sarnia received a third disbursement for CAD $1,882,700, or $1,622,877 when converted into U.S. dollars as of December 31, 2014. The loan was originally recorded at $1,016,679 when converted into U.S. dollars as of December 31, 2014, being the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 15%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan of $606,198 when converted into U.S. dollars as of December 31, 2014 was recorded as a deferred grant and reclassified to reduce the cost of construction in progress. | |||||||||||||||||||||||||
During May 2014, the Company agreed with FEDDEV to amend the repayment of principal from the period October 2014 to October 2019, to the period from October 2015 to October 2020. The Company recorded the impact of the amendment in accordance with FASB ASC 470-50, Debt Modifications and Extinguishments. Accordingly, the amendment was recorded as a debt extinguishment and the issuance of new debt, with new terms. As a result, the Company recognized a gain on debt extinguishment of $451,450. | |||||||||||||||||||||||||
During June 2014, BioAmber Sarnia received a fourth disbursement for CAD$3,183,200, or $2,743,901 when converted into U.S. dollars as of December 31, 2014. The loan was originally recorded at $1,788,514 when converted into U.S. dollars as of December 31, 2014, being the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan of $955,387 when converted into U.S. dollars as of December 31, 2014 was recorded as a grant and applied as reduction of the cost of construction in progress. | |||||||||||||||||||||||||
During October 2014, BioAmber Sarnia received a fifth disbursement for CAD$913,200, or $787,174 when converted into U.S. dollars as of December 31, 2014. The loan was originally recorded at $528,642 when converted into U.S. dollars as of December 31, 2014, being the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan of $258,532 when converted into U.S. dollars as of December 31 2014 was recorded as a grant and applied as reduction of the cost of construction in progress. | |||||||||||||||||||||||||
During December 2014, BioAmber Sarnia received a sixth disbursement for CAD$709,500, or $611,567 when converted into U.S. dollars as of December 31, 2014. The loan was originally recorded at $418,965 when converted into U.S. dollars as of December 31, 2014, being the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan of $192,602 when converted into U.S. dollars as of December 31, 2014 was recorded as a grant applied as reduction of the cost of construction in progress. | |||||||||||||||||||||||||
The discounted loan is being accreted to its face value through a charge in the consolidated statement of operations using the effective interest method over the term of the loan | |||||||||||||||||||||||||
iv) | Hercules Technology Growth Capital, Inc. (“HTGC”) | ||||||||||||||||||||||||
On June 27, 2013, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with HTGC. Pursuant to the Loan Agreement, HTGC agreed to make a senior secured term loan of $25 million, which was funded on June 27, 2013, net of a 2.5% loan fee. The term loan is repayable over 36 months after closing, at a floating interest rate per annum based on the greater of (a) 10% and (b) the prime rate (as reported in the Wall Street Journal) plus 6.75% and is subject to an end of term charge of 11.5% based on the $25 million loaned amount ($2,875,000). There was an initial interest-only period until January 1, 2014, to be extended until July 1, 2014 in the event that the Company received an additional equity contribution by its joint venture partner of at least $1.5 million relating to its planned Sarnia facility by December 31, 2013, which was subsequently extended to January 31, 2014 pursuant to an amendment dated December 20, 2013. On January 24, 2014, the Company received the additional equity contribution from Mitsui of CAD $9 million, and fulfilled the condition to extend the initial interest-only period until July 1, 2014. | |||||||||||||||||||||||||
At its option, the Company may prepay some or all of the loan balance, subject to a prepayment fee equal to 2% of the amount prepaid during the first 12 months after closing, 1% after 12 months but prior to 24 months after closing, and without prepayment fee thereafter. In addition, the Company is obligated to pay an end of term charge (as referenced above) in the amount of $2,875,000 on the date on which the term loan is paid or becomes due and payable in full, which is being accreted over the expected term of the loan. | |||||||||||||||||||||||||
On December 17, 2014, the Company voluntarily paid off the outstanding balance and terminated the Loan Agreement. The payoff amount of $22.4 million included the outstanding principal amount of $19.2 million, an end of term charge of $2.9 million, a prepayment fee of $192,000, accrued interest of $123,000, and other legal fees. In connection with such repayment, Hercules terminated its security interest in the assets of the Company which were subject to the Loan Agreement. | |||||||||||||||||||||||||
The Company used the proceeds received from Tennenbaum Capital Partners LLC loan (refer to Note 8 vii)) to repay the existing debt with HTGC. The Company recorded the impact of the loan termination in accordance with FASB ASC 470-50, Debt Modifications and Extinguishments. Accordingly, the difference between the net carrying amount of the extinguished debt and the reacquisition price of the new debt was recorded as a debt extinguishment. As a result, the Company recognized a loss on debt extinguishment of $622,179 for the year ended December 31, 2014. | |||||||||||||||||||||||||
v) | Minister of Agriculture and Agri-Food of Canada (AAFC) | ||||||||||||||||||||||||
On March 10, 2014, BioAmber Sarnia entered into a repayable contribution agreement in the form of a non-interest bearing loan with the Minister of Agriculture and Agri-Food of Canada in the amount of CAD$10 million for the AgriInnovation Program. This loan provides for progressive disbursements as eligible costs are incurred for building construction, installation of equipment and start-up and commissioning of the Sarnia facility. The loan is repayable in equal, monthly installments beginning March 31, 2016 through March 31, 2025 and it contains various legal and financial covenants ordinarily found in such government agency loan agreements. | |||||||||||||||||||||||||
During September 2014, BioAmber Sarnia received a first disbursement for CAD$2 million or, $1,724,000 when converted in U.S. dollars as of December 31, 2014. The loan was originally recorded at $884,053 when converted into U.S. dollars as of December 31, 2014, being the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan of $839,947 when converted into U.S. dollars as of December 31, 2014 was recorded as a grant applied as reduction of the cost of construction in-progress. | |||||||||||||||||||||||||
During November 2014, BioAmber Sarnia received a first disbursement for CAD$5,255,346 or, $4,530,108 when converted in U.S. dollars as of December 31, 2014. The loan was originally recorded at $2,369,693 when converted into U.S. dollars as of December 31, 2014, being the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan of $2,160,415 when converted into U.S. dollars as of December 31, 2014 was recorded as a grant applied as reduction of the cost of construction in-progress. | |||||||||||||||||||||||||
vi) | Comerica Bank, Export Development Canada and Farm Credit Canada | ||||||||||||||||||||||||
On June 20, 2014, BioAmber Sarnia signed a loan agreement with a financial consortium, comprised of Comerica Bank, Export Development Canada and Farm Credit Canada for a senior secured loan in the principal amount of CAD$20.0 million. The loan will bear interest at a floating interest rate per annum based on the greater of (i) the Canadian prime rate and (ii) the Canadian dealer offered rate plus 1%, in either case plus an interest spread of 5%. There will be an initial interest-only period from draw down of the term loan until the first payment of principal. The loan’s principal will be repaid in 26 equal, quarterly installments beginning three months after the completion of the commissioning and start-up phase of the Sarnia plant, but at the latest on June 30, 2015. The disbursement of the loan, net of a 2.5% upfront loan fee, is subject to customary conditions, including continued progress on the construction of the Sarnia plant, which are expected to be met in or around March 2015. The 2.5% upfront fee of CAD$500,000, or $430,997 when converted into U.S. dollars as of December 31, 2014, was recorded as deferred financing costs and will be amortized over the estimated term of the loan using the effective interest method. Until drawdown of the CAD$20.0 million term loan, BioAmber Sarnia will pay a 1.0% per annum commitment fee on the undrawn amount. BioAmber Sarnia may prepay all or a portion of the loan outstanding from and after the date of the first principal repayment, without penalty. | |||||||||||||||||||||||||
BioAmber Sarnia’s obligations under the loan are secured by (i) a security interest on all of BioAmber Sarnia’s assets and (ii) a pledge of all the shares of BioAmber Sarnia. In addition, the Company will provide the lenders with a guarantee representing 70% of the secured obligations under the loan, and Mitsui & Co., Ltd. will provide a guarantee representing 30% of the secured obligations under the loan that is capped at CAD$6.0 million plus all accrued interest on the secured obligations and fees and expenses. The proceeds of the loan will be used by BioAmber Sarnia to complete the ongoing construction of the Sarnia Plant and fund its startup and commissioning. | |||||||||||||||||||||||||
The loan agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings, including in connection with the disbursement of the loan. The financial covenants require BioAmber Sarnia to maintain a minimum debt service ratio of 1.75 on a historical basis, at the end of any and each quarter during the term of the loan. The agreement also contains customary events of default (subject, in certain instances, to specified grace periods) including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal under the loan, the failure to comply with certain covenants and agreements specified in the agreement, the occurrence of a material adverse effect, defaults in respect of certain other indebtedness and agreements, and certain events of insolvency. If an event of default occurs, the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the loan may become due and payable immediately. There is no outstanding balance as of December 31, 2014. | |||||||||||||||||||||||||
vii) | Tennenbaum Capital Partners, LLC (TCP) | ||||||||||||||||||||||||
On December 17, 2014, the Company entered into a Loan and Security Agreement (the “Agreement”) with funds managed by TCP. The proceeds received were used to repay in full, the Loan and Security Agreement with HTGC that was entered into on June 27, 2013, and for general corporate purposes. | |||||||||||||||||||||||||
Pursuant to the Agreement, TCP agreed to make a senior secured term loan of $25 million (the “Facility”), which was funded on December 18, 2014, net of a 2.0% commitment fee. The term loan is repayable over 36 months after closing at a floating interest rate per annum that is the greater of 9.50% or the 3 month LIBOR rate plus 9.27%, and is subject to an end of term charge of 8.25% based on the $25 million loaned (the “End of Term Fee”) payable on the date on which the term loan is paid or becomes due and payable in full. There will be an initial interest-only period until September 30, 2015, which may be extended for a first additional period of three months and a second additional period of six months, subject to certain conditions. At its option, the Company may prepay some or all of the loan balance, subject to a prepayment fee equal to 3% of the amount prepaid during the term of the Agreement (and a pro rata portion of the End of Term Fee if the prepayment is less than the full amount of the Facility). | |||||||||||||||||||||||||
The loan obligations are secured by a security interest on substantially all of the Company’s assets (subject to certain exceptions), including its intellectual property, but excluding certain identified licenses from third parties and its equity interest in its subsidiary, BioAmber Sarnia subject to the conditions specified in the Agreement. The security interest does not apply to any assets owned by BioAmber Sarnia, the entity that will own the Company’s planned Sarnia facility. | |||||||||||||||||||||||||
The Agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The Agreement also contains customary events of default (subject, in certain instances, to specified grace periods) including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal under the Facility, the failure to comply with certain covenants and agreements specified in the Agreement, the occurrence of a material adverse change, defaults in respect of certain other indebtedness, and certain events of insolvency. In addition, the expiration, termination or unavailability of the Company’s license agreements with Cargill, Inc. are deemed to be a default under the Agreement. The Company is required to maintain at least $12.5 million in unrestricted cash through the period ending March 31, 2016. After that period, (i) the Company must maintain the lesser of $12.5 million and the amount of the outstanding principal on the loan or (ii) BioAmber Sarnia’s trailing 6 month free cash flow shall be at least 85% of certain projections agreed to with the Lender. The Company will require its subsidiary BioAmber Sarnia to make certain cash distributions to its shareholders on a quarterly basis beginning January 1, 2016, within the terms of the BioAmber Sarnia Joint Venture Agreement unless prohibited by applicable law or the BioAmber Sarnia financing agreements, such that amounts of cash will not accumulate in BioAmber Sarnia. If any event of default occurs, the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Facility may become due and payable immediately. These covenants were met as of December 31, 2014. | |||||||||||||||||||||||||
As of December 31, 2014, the balance of deferred financing cost associated with this transaction was $175,000 and is being amortized over the estimated term of the loan. | |||||||||||||||||||||||||
The balance of the outstanding long term debt is as follows: | |||||||||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
$ | $ | ||||||||||||||||||||||||
Sustainable Chemistry Alliance: | |||||||||||||||||||||||||
Face value (CAD $500,000) | 431,000 | 470,100 | |||||||||||||||||||||||
Less: debt discount | (207,417 | ) | (226,234 | ) | |||||||||||||||||||||
Amortization of debt discount | 97,778 | 83,344 | |||||||||||||||||||||||
321,361 | 327,210 | ||||||||||||||||||||||||
Sustainable Jobs and Investment Fund: | |||||||||||||||||||||||||
Face value (CAD $7,250,000) | 6,249,585 | 873,922 | |||||||||||||||||||||||
Less: debt discount | (2,963,205 | ) | (405,580 | ) | |||||||||||||||||||||
Amortization of debt discount | 248,000 | 55,401 | |||||||||||||||||||||||
3,534,380 | 523,743 | ||||||||||||||||||||||||
Federal Economic Development Agency: | |||||||||||||||||||||||||
Face value (CAD $10,554,600) | 9,097,991 | 5,405,259 | |||||||||||||||||||||||
Less: debt discount | (3,302,910 | ) | (2,068,429 | ) | |||||||||||||||||||||
Less: short-term portion of debt | (457,255 | ) | (270,263 | ) | |||||||||||||||||||||
Gain on debt extinguishment | (696,846 | ) | (299,852 | ) | |||||||||||||||||||||
Amortization of debt discount | 872,602 | 349,254 | |||||||||||||||||||||||
5,513,582 | 3,115,969 | ||||||||||||||||||||||||
Hercules Technology Growth Capital, Inc: | |||||||||||||||||||||||||
Face value | — | 25,000,000 | |||||||||||||||||||||||
Less: short-term portion of debt | — | (6,250,000 | ) | ||||||||||||||||||||||
Less: End of term charge | — | 492,707 | |||||||||||||||||||||||
— | 19,242,707 | ||||||||||||||||||||||||
Minister of Agriculture and Agri-Food Canada: | |||||||||||||||||||||||||
Face value (CAD $7,255,000) | 6,254,108 | — | |||||||||||||||||||||||
Less: debt discount | (3,000,363 | ) | — | ||||||||||||||||||||||
Amortization of debt discount | 50,485 | — | |||||||||||||||||||||||
3,304,230 | — | ||||||||||||||||||||||||
Tennenbaum Capital Partners, LLC : | |||||||||||||||||||||||||
Face value | 25,000,000 | — | |||||||||||||||||||||||
Less: debt discount | (500,000 | ) | |||||||||||||||||||||||
Less: short-term portion of debt | (2,520,452 | ) | — | ||||||||||||||||||||||
21,979,548 | — | ||||||||||||||||||||||||
Long-term debt, net | 34,653,101 | 23,209,629 | |||||||||||||||||||||||
The principal repayments of the outstanding loans payable are as follows: | |||||||||||||||||||||||||
SCA | SJIF | FEDDEV | AAFC | TPC | Total | ||||||||||||||||||||
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||
January 2015 - December 2015 | — | — | 457,255 | — | 2,520,452 | 2,977,707 | |||||||||||||||||||
January 2016 - December 2016 | 86,199 | — | 1,819,665 | 573,768 | 10,696,793 | 13,176,425 | |||||||||||||||||||
January 2017 - December 2017 | 86,199 | — | 1,819,665 | 688,521 | 11,782,755 | 14,377,140 | |||||||||||||||||||
January 2018 - December 2018 | 86,199 | — | 1,819,665 | 688,521 | — | 2,594,385 | |||||||||||||||||||
January 2019 and thereafter | 172,403 | 6,249,585 | 3,181,741 | 4,303,298 | — | 13,907,418 | |||||||||||||||||||
Total | 431,000 | 6,249,585 | 9,097,991 | 6,254,108 | 25,000,000 | 47,033,075 | |||||||||||||||||||
Deferred_Grants
Deferred Grants | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Receivables [Abstract] | |||||||||
Deferred Grants | 9. Deferred Grants | ||||||||
As of December 31, 2014, the Company has received the following grants: | |||||||||
a) | Sustainable Development Technology Canada (SDTC) | ||||||||
Grant from Sustainable Development Technology Canada to BioAmber Sarnia in the amount of CAD$7,500,000, or $7,051,500 when converted into U.S. dollars as of December 31, 2014, with progressive disbursements according to the terms of the agreement and milestones. | |||||||||
During July 2014, BioAmber Sarnia secured an additional CAD$7.0 million grant to the initial grant of CAD$7.5 million from SDTC pursuant to a contribution agreement dated November 29, 2011, to support the ongoing construction of the Sarnia plant. An amended contribution was signed on December 18, 2014, to amend the contribution from CAD$7.5 to CAD$14.5 million, and the milestones as follows: | |||||||||
i. | Detailed Engineering Package, Construction and Procurement. The Company fulfilled this Milestone in October 2012. | ||||||||
II a). | Re-engineering of the Production Process and Plant Design. The Company fulfilled this Milestone in 2014. | ||||||||
II b). Engineering Site Preparation and General Contractor Selection The Company fulfilled this Milestone in 2014. | |||||||||
III. | Engineering, Procurement of Equipment and Construction of the Plan, expected to be prior to March 31, 2015 | ||||||||
IV. | Commissioning, Start-up and Optimization of the manufacturing facility, expected to be prior to 2016. | ||||||||
The grant is non-reimbursable by BioAmber Sarnia, except upon the occurrence of certain events of default defined in the agreement. | |||||||||
An advance on Milestone I of CAD$1,982,726, or $1,709,110 when converted into U.S. dollars as of December 31, 2014, was received in December 2011 (net of 10% holdback) and was originally recorded as deferred grant. During October 2012, Milestone I was fulfilled and as a result BioAmber Sarnia received an additional amount of CAD$3,015,000, or $2,599,116 when converted into U.S. dollars as of December 31, 2014, as an advance on Milestone II a). Accordingly, the advance on Milestone I was reclassified from deferred grants reducing the cost of construction in-progress whereas the advance in Milestone II a) was originally recorded as a deferred grant. During December 2014, following to amendment of the milestones as described above, BioAmber Sarnia received an amount of CAD$896,300, or $772,895, when converted into U.S. dollars as of December 31, 2014 for Milestone II b) and advance on Milestone III of CAD$2,398,359, or $2,067,385 when converted into U.S. dollars as of December 31, 2014. The advance on Milestone II a) was reclassified from deferred grants reducing the cost of construction in-progress, and the amount on Milestone II b) was directly applied against construction in-progress. The advance on milestone III was recorded as a deferred grant as of December 31, 2014. | |||||||||
b) | Sustainable Chemistry Alliance (SCA) | ||||||||
The loan received from the Sustainable Chemistry Alliance is to be used primarily for maintenance and operation of the Company’s facility, staff salaries and commercialization costs. As the loan bears a below market interest rate, it has been recorded at a discount and a portion of the proceeds has been recorded as a deferred grant. The expenses for which the loan was received have not yet been incurred as of December 31, 2014, but are expected to be incurred during the next year. Accordingly, the grant portion of the loan in the amount of $207,417 when converted into U.S. dollars as of December 31, 2014, has been deferred and will be reclassified as a reduction of such expenses as they are incurred in the future. | |||||||||
The balance of the outstanding current liability deferred grant is as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
SDTC | 2,067,385 | 2,834,906 | |||||||
SCA | 207,417 | 226,234 | |||||||
Total | 2,274,802 | 3,061,140 | |||||||
Financial_charges_income
Financial charges (income) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt Instruments [Abstract] | |||||||||||||
Financial charges (income) | 10. Financial charges (income) | ||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
End of term charge on long-term debt (Note 8) | 2,382,293 | 492,707 | — | ||||||||||
Interest on long-term debt | 2,420,984 | 1,305,556 | — | ||||||||||
Revaluation of the warrants financial liability (Note 13) | 7,200,000 | (10,308,000 | ) | — | |||||||||
Issuance costs of the warrants financial liability | — | 1,131,200 | — | ||||||||||
Other interest charge (income), net | (266,150 | ) | (54,572 | ) | — | ||||||||
Total financial charges (income), net | 11,737,127 | (7,433,109 | ) | — | |||||||||
Commitments_and_contingencies
Commitments and contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments And Contingencies Disclosure [Abstract] | ||||
Commitments and contingencies | 11. Commitments and contingencies | |||
Leases | ||||
The Company leases its premises and other assets under various operating leases. Future lease payments aggregate $1,655,050 as at December 31, 2014 and include the following future amounts payable on a twelve month basis: | ||||
December 31, 2014 | ||||
$ | ||||
2015 | 383,246 | |||
2016 | 220,906 | |||
2017 | 173,468 | |||
2018 | 177,436 | |||
2019 | 200,834 | |||
Thereafter | 499,160 | |||
Royalties | ||||
The Company has entered into exclusive license agreements that provide for the payment of royalties in the form of up-front payments, minimum annual royalties, and milestone payments. The Company has the right to convert such exclusive agreements into non-exclusive agreements without the right to sublicense and without the obligation to pay minimum royalties. As of December 31, 2014, the Company has commitments related to royalty payments as follows: | ||||
December 31, 2014 | ||||
$ | ||||
2015 | 562,667 | |||
2016 | 523,500 | |||
2017 | 652,667 | |||
2018 | 736,000 | |||
2019 | 736,000 | |||
Thereafter | 6,407,167 | |||
The Company has such contractual agreements with the following partners: Cargill Inc., DuPont, Michigan State University, UT-Batelle on behalf of the U.S. National Laboratories and the U.S. DOE, Celexion LLC, University of Guelph, Gene Bridges GmbH, the University of North Dakota and the National Research Council of Canada in partnership with the INRS University. | ||||
The royalties which the Company owes are in return for the use or development of proprietary tools, patents and know-how and the actual expenses incurred amounted to a total of $0.6 million, $1.2 million and $1.4 million for the years ended December 31, 2014, 2013 and 2012, respectively and are included in research and development expenses in the consolidated statements of operations. | ||||
Purchase Obligations | ||||
BioAmber Sarnia has entered into a steam supply agreement with LANXESS Inc, under which, BioAmber Sarnia has agreed to pay a Monthly Take or Pay fee during the term of the contract, which will vary upon the natural gas price index. BioAmber Sarnia has also entered into a service agreement with LANXESS Inc. under which minimum yearly payments are required. As of December 31, 2014, BioAmber Sarnia has commitments related to purchase obligations and service payments as follows: | ||||
December 31, 2014 | ||||
$ | ||||
2015 | 1,276,214 | |||
2016 | 2,323,733 | |||
2017 | 2,541,857 | |||
2018 | 2,541,857 | |||
2019 | 2,541,857 | |||
Thereafter | 8,682,382 | |||
A payment of $579,000 ($CAD 642,000) was made during the year-ended December 31, 2014 under those agreements. | ||||
Litigation | ||||
As of December 31, 2014, there were no outstanding claims or litigations. |
Redeemable_noncontrolling_inte
Redeemable non-controlling interest | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | |||||
Redeemable non-controlling interest | 12. Redeemable non-controlling interest | ||||
On January 24, 2014, the Company signed an amended and restated joint venture agreement (the “Amended JV Agreement”) with Mitsui & Co. Ltd. related to the Sarnia joint venture. Under the Amended JV Agreement, Mitsui invested an additional $8.1 million (CAD$9 million) on January 29, 2014 in BioAmber Sarnia to maintain its 30% ownership. The Amended JV Agreement also revised each party’s rights and obligations under the buy/sell provisions of the Agreement, including a put option exercisable at Mitsui’s sole discretion that requires the Company to purchase Mitsui’s equity for a purchase price of 50% of Mitsui’s equity in the joint venture. This option remains in effect until December 31, 2018. As a result of the Amended JV Agreement, the Company’s previously recorded non-controlling interest in BioAmber Sarnia joint venture of $2.1 million as at December 31, 2013 in shareholders’ equity on the consolidated balance sheet, was re-classified to redeemable non-controlling interest in temporary equity on the Company’s consolidated balance sheets, at the greater of the carrying value or the redemption value, in accordance with FASB ASC 480-10-S99. | |||||
On August 15, 2014, Mitsui invested an additional $16.5 million (CAD$18 million) of equity in BioAmber Sarnia maintaining its 30% ownership. As of December 31, 2014, the estimated redemption value of the redeemable non-controlling interest was $13.8 million. | |||||
The following table reflects the activity of the redeemable non-controlling interest: | |||||
Balance, January 1, 2014 | $ | — | |||
Reclassification of non-controlling interest to redeemable | 2,125,925 | ||||
non-controlling interest | |||||
Mitsui’s additional capital contribution | 24,608,700 | ||||
Net loss attributable to redeemable non-controlling interest (NCI) | (874,890 | ) | |||
Accumulated other comprehensive income attributable to NCI | (1,669,323 | ) | |||
Balance, December 31, 2014 | 24,190,412 | ||||
Share_capital
Share capital | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||
Share capital | 13. Share capital | ||||||||||||||||||
On April 10, 2013, the Company’s board of directors approved a 35-for-1 forward stock split of the Company’s outstanding common stock, with a post-split par value of $0.01 per share of common stock, which became effective May 2, 2013, upon the filing of the Company’s amended and restated certificate of incorporation. All share and per share information in the accompanying consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented. | |||||||||||||||||||
Authorized | |||||||||||||||||||
The Company was authorized to issue from the date of inception to April 13, 2011, 9,310,000 shares of common stock and 1,190,000 preferred shares, issuable in series, each with a par value of $0.01 per share. | |||||||||||||||||||
On April 14, 2011, the Company’s board of directors resolved (i) to increase the total number of authorized shares of common stock to 17,500,000 and (ii) to eliminate the authorization for issuance of preferred shares. | |||||||||||||||||||
On May 1, 2013, the Company’s board of directors resolved (i) to increase the total number of authorized shares of common stock to 250,000,000, and (ii) to authorize to issue 5,000,000 shares of undesignated preferred shares, which became effective May 2, 2013, upon the filing of the Company’s amended and restated certificate of incorporation. | |||||||||||||||||||
Common stock—dividends and voting rights | |||||||||||||||||||
Each share entitles the record holders thereof to one vote per share on all matters on which shareholders shall have the right to vote. The holders of shares shall be entitled to such dividends, if any, as may be declared thereon by the Company’s board of directors at its sole discretion. | |||||||||||||||||||
Liquidation, dissolution and winding up rights | |||||||||||||||||||
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of common stock shall be entitled to receive all of the remaining assets of the Company available for distribution to its shareholders, ratably in proportion to the number of shares held by them. | |||||||||||||||||||
Initial Public Offering | |||||||||||||||||||
On May 9, 2013, the Company completed an initial public offering (IPO) of 8,000,000 units, each unit consisting of one share of common stock and one warrant to purchase half of one share of common stock, at a price of $10.00 per unit. Each warrant is exercisable during the period commencing on August 8, 2013 and ending on May 9, 2017 at an exercise price of $11.00 per whole share of common stock. | |||||||||||||||||||
The Company received approximately $71.7 million in net proceeds from the IPO, net of fees, expenses and underwriting discounts of $8.3 million, of which $1.1 million was allocated to the warrants and recorded as financial charges in the Consolidated Statements of Operations. | |||||||||||||||||||
The units began trading on the New York Stock Exchange on May 10, 2013 under the symbol BIOA.U. On June 10, 2013, the common shares began trading on the New York Stock Exchange separately under the symbol BIOA and the warrants began trading on the New York Stock Exchange separately under the symbol BIOA.WS and the trading of the units was suspended and they were de-listed. | |||||||||||||||||||
Secondary Public Offering | |||||||||||||||||||
On July 21, 2014, the Company completed the initial closing of a secondary public offering (the “Offering”) and issued 2,800,000 shares of common stock, at a public offering price of $12.00 per share, with an option to the underwriters to purchase an additional 420,000 shares of common stock at the public offering price, which was fully exercised on July 24, 2014, for total aggregate offering proceeds of $38.6 million. The Company received approximately 36.0 million in net proceeds from the Offering, net of fees, expenses and after underwriting discounts. | |||||||||||||||||||
Warrants financial liability | |||||||||||||||||||
The warrants issued upon the completion of the IPO, are exercisable during the period beginning on August 8, 2013 and ending on May 9, 2017. The warrants contain full ratchet, anti-dilution protection upon the issuance of any common stock, securities convertible into common stock, or certain other issuances at a price below the then-existing exercise price of the warrant, with certain exceptions. The exercise price of $11.00 per whole share of common stock is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock issuances or other similar events affecting the company’s common stock. At issuance, the fair value of the warrants was classified as a financial liability as a result of their characteristics, in accordance with FASB ASC 815. | |||||||||||||||||||
The fair value of the warrants was determined to be $2.02 per warrant using the Black-Scholes option pricing model using the following assumptions: | |||||||||||||||||||
Risk free interest rate | 0.54% | ||||||||||||||||||
Expected life | 4 years | ||||||||||||||||||
Volatility | 56.06% | ||||||||||||||||||
Expected dividend yield | 0% | ||||||||||||||||||
Forfeiture rate | 0% | ||||||||||||||||||
Accordingly, a liability of $16.1 million was recorded at the unit issuance date. On December 31, 2014, the closing value of the warrant on the New York Stock Exchange, a level 1 fair value measure, was $1.63 per warrant. As a result, the liability was revalued at the balance sheet date resulting in a financial income of $7.2 million for the year ended December 31, 2014. | |||||||||||||||||||
Private placement—period ended December 31, 2012 | |||||||||||||||||||
On February 6, 2012, the Company completed a private placement for gross proceeds of $9,999,910, pursuant to which 351,050 shares of common stock were issued at a price per share of $28.49. | |||||||||||||||||||
Share issue costs incurred amounted to $22,254 consisting principally of legal fees. | |||||||||||||||||||
Stock option plan | |||||||||||||||||||
On December 8, 2008, the Company’s board of directors approved the Company’s Employee Stock Option Plan (the “Plan”), available to certain employees, outside directors and consultants of the Company and its affiliated companies. The options under the Plan are granted for the purchase of common stock at exercise prices determined by the Company’s board of directors and generally vest two, three and four years from the date of grant and expire in 10 years. The total number of options allowable in the plan is 2,121,000, of which 974,750 were approved under the initial plan, 1,050,000 were approved by the Company’s board of directors on June 27, 2011 and 96,250 were approved by the Company’s board of directors on December 6, 2011. | |||||||||||||||||||
On April 10, 2013, the Company’s board of directors adopted the 2013 Stock Option and Incentive Plan, or the 2013 Plan, which was subsequently approved by the stockholders on May 2, 2013. The 2013 Plan replaced the 2008 Plan, as the Company’s board of directors has determined not to make additional awards under that plan. The 2013 Plan provides flexibility to the compensation committee to use various equity-based incentive awards as compensation tools to motivate its workforce. | |||||||||||||||||||
The Company initially reserved 2,761,922 shares of its common stock for the issuance of awards under the 2013 Plan. The 2013 Plan may also provide that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning in 2014, by 3% of the outstanding number of shares of common stock on the immediately preceding December 31. This number is subject to adjustment in the event of a stock split, stock dividend or other changes in the Company’s capitalization. | |||||||||||||||||||
The 2013 Plan is administered by the Company’s board of directors or the compensation committee of the board of directors (the “Administrator”). The Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2013 Plan. Persons eligible to participate in the 2013 Plan are those full or part-time officers, employees, non-employee directors and other key persons (including consultants and prospective officers) of the Company and its subsidiaries as selected from time to time by the Administrator in its discretion. | |||||||||||||||||||
The 2013 Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. The exercise price of each option will be determined by the Administrator but may not be less than 100% of the fair market value of the common stock on the date of grant. The term of each option will be fixed by the Administrator and may not exceed ten years from the date of grant. The Administrator will determine at what time or times each option may be exercised. | |||||||||||||||||||
The Administrator may award stock appreciation rights, restricted shares of common stock, restricted stock units and may also grant shares of common stock which are free from any restrictions under the 2013 Plan. The Administrator may grant performance share awards to any participant, which entitle the recipient to receive shares of common stock upon the achievement of certain performance goals and such other conditions as the Administrator shall determine. The Administrator may grant dividend equivalent rights to participants which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified shares of common stock. | |||||||||||||||||||
The 2013 Plan provides that upon the effectiveness of a “sale event” as defined in the 2013 Plan, except as otherwise provided by the Administrator in the award agreement, all stock options and stock appreciation rights will automatically become fully exercisable and the restrictions and conditions on all other awards with time-based conditions will automatically be deemed waived, unless the parties to the sale event agree that such awards will be assumed or continued by the successor entity. | |||||||||||||||||||
No other awards may be granted under the 2013 Plan after the date that is ten years from the date of stockholder approval. | |||||||||||||||||||
Stock-based compensation expense was allocated as follows: | |||||||||||||||||||
Year Ended December 31 | |||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||
$ | $ | $ | |||||||||||||||||
General and administrative | 2,908,233 | 2,258,766 | 2,407,921 | ||||||||||||||||
Research and development | 3,006,039 | 3,399,366 | 4,349,071 | ||||||||||||||||
Sales and marketing | 1,034,933 | 1,073,407 | 674,270 | ||||||||||||||||
Total compensation expense | 6,949,205 | 6,731,539 | 7,431,262 | ||||||||||||||||
The following table summarizes activity under the Plan: | |||||||||||||||||||
Numbers | Weighted | Weighted | Aggregate | ||||||||||||||||
of | Average | Average | Intrinsic | ||||||||||||||||
options | Exercise | Remaining | Value | ||||||||||||||||
Price | Contractual | ||||||||||||||||||
life | |||||||||||||||||||
(Years) | |||||||||||||||||||
Outstanding at December 31, 2013 | 4,329,560 | $ | 8.46 | 8.44 | $ | 4,790,470 | |||||||||||||
Granted | 1,091,901 | 10.28 | |||||||||||||||||
Exercised | (30,701 | ) | 5.88 | ||||||||||||||||
Forfeited or expired | (467,164 | ) | 21.2 | ||||||||||||||||
Outstanding at December 31, 2014 | 4,923,596 | $ | 7.67 | 8 | $ | 7,417,034 | |||||||||||||
Exercisable at December 31, 2014 | 2,391,535 | $ | 6.82 | 6.76 | $ | 5,406,924 | |||||||||||||
On May 31, 2014, all holders of options outstanding at an exercise price of $28.49 per share agreed to cancel these options for no consideration, whereby the remaining expense associated with the unvested options in the amount of $1,852,787 was recorded as stock-based compensation expense during the second quarter 2014. | |||||||||||||||||||
The fair value of options granted during the years ended December 31, 2014, 2013 and 2012 was determined using the Black-Scholes option pricing model and the following weighted-average assumptions: | |||||||||||||||||||
Year ended December 31, | |||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||
Risk-free interest rate | 1.91 | % | 1.98 | % | 1.84 | % | |||||||||||||
Expected life ( in years ) | 6.25 | 6.72 | 10 | ||||||||||||||||
Volatility | 55.71 | % | 60.37 | % | 77.34 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||||
The weighted average grant date fair value of options granted during the years ended December 31, 2014, 2013 and 2012 was approximately $5.58, $4.04 and $20.44, respectively. | |||||||||||||||||||
The following table summarizes information associated with outstanding and exercisable stock options at December 31, 2014: | |||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||
Exercise prices | Number of | Weighted-Average | Number of | Weighted-Average | |||||||||||||||
Options | Remaining | Options | Remaining | ||||||||||||||||
Contractual | Contractual | ||||||||||||||||||
Life inYears | Life in Years | ||||||||||||||||||
1.07 | 420,000 | 4 | 420,000 | 4 | |||||||||||||||
4.55 | 20,000 | 8.6 | 7,083 | 8.6 | |||||||||||||||
5.74 - 5.84 | 521,000 | 5.59 | 510,688 | 5.52 | |||||||||||||||
6.49 - 6.98 | 2,030,333 | 8.86 | 671,727 | 8.86 | |||||||||||||||
7.95 | 15,000 | 8.85 | 3,750 | 8.85 | |||||||||||||||
9.65 - 10.55 | 1,845,263 | 8.58 | 773,288 | 7.65 | |||||||||||||||
11.94 - 12.55 | 47,000 | 9.24 | 5,000 | 9.06 | |||||||||||||||
14.54 | 25,000 | 9.06 | — | — | |||||||||||||||
$ 1.07 - 14.54 | 4,923,596 | 8 | 2,391,535 | 6.76 | |||||||||||||||
As of December 31, 2014, the total of unrecognized share-based compensation expense related to unvested options, is approximately $11,566,000, net of expected forfeitures, which is expected to be amortized over the remaining weighted average period of 1.7 years | |||||||||||||||||||
Warrants | |||||||||||||||||||
During the year ended December 31, 2014, 3,430 warrants were exercised at an exercise price of $1.43 per share, 3,500 warrants were exercised at an exercise price of $1.07 per share, and 20,046 warrants were exercised at an exercise price of $5.74. | |||||||||||||||||||
As at December 31, 2014, the Company had the following warrants outstanding to acquire common shares: | |||||||||||||||||||
Number | Exercise price | Expiration date | |||||||||||||||||
334,541 | $ | 1.07 | February 2014 - September 2019 | ||||||||||||||||
610,890 | $ | 1.43 | 1-Feb-19 | ||||||||||||||||
208,950 | $ | 5.74 | October 2014 - June 2019 | ||||||||||||||||
94,745 | $ | 10.55 | 1-Apr-21 | ||||||||||||||||
4,000,000 | $ | 11 | 1-May-17 | ||||||||||||||||
5,249,126 | |||||||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | 14. Income taxes | ||||||||||||
The loss from continuing operations before income taxes was as follows: | |||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
United States | (42,589,140 | ) | (26,392,960 | ) | (29,160,125 | ) | |||||||
Canada and other | (4,632,339 | ) | (7,295,528 | ) | (10,323,273 | ) | |||||||
Loss from continuing operations before income taxes | (47,221,479 | ) | (33,688,488 | ) | (39,483,398 | ) | |||||||
The income tax expense was as follows: | |||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
United States | — | — | — | ||||||||||
Canada and other | 75,371 | 102,794 | 55,065 | ||||||||||
Loss from continuing operations before income taxes | 75,371 | 102,794 | 55,065 | ||||||||||
Differences between the statutory income tax rates and the effective income tax rates applied to the loss before income taxes consisted of the following: | |||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
Loss before income taxes | 47,221,479 | 33,688,488 | 39,483,398 | ||||||||||
U.S. statutory tax rates | 35 | % | 35 | % | 35 | % | |||||||
Expected income tax recovery | (16,527,518 | ) | (11,790,971 | ) | (13,819,189 | ) | |||||||
Impact of unrecognized tax benefits | — | 47,000 | 3,862,000 | ||||||||||
Net increase in valuation allowance and other | 5,476,987 | 11,846,765 | 10,012,254 | ||||||||||
Loss of tax attributes due to a liquidation | 11,125,902 | — | — | ||||||||||
Provision for income taxes | 75,371 | 102,794 | 55,065 | ||||||||||
Deferred tax assets and liabilities | |||||||||||||
The tax effects of temporary differences that give rise to significant components of the deferred income tax assets and deferred income tax liabilities are presented below: | |||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
$ | $ | ||||||||||||
Deferred tax assets | |||||||||||||
Net operating loss carryforwards | 37,082,504 | 30,848,361 | |||||||||||
Interest accretion | 198,068 | 198,068 | |||||||||||
Stock options | 10,510,326 | 7,716,746 | |||||||||||
Depreciable and amortizable assets | 1,177,364 | 428,475 | |||||||||||
Foreign tax credits | 924,768 | 849,397 | |||||||||||
Foreign currency differences | 385,710 | 324,966 | |||||||||||
Total gross deferred income tax assets | 50,278,740 | 40,366,013 | |||||||||||
Less: valuation allowance | (50,278,740 | ) | (40,366,013 | ) | |||||||||
Total deferred income tax assets | — | — | |||||||||||
As at December 31, 2014 and December 31, 2013, the increase in the valuation allowance was primarily due to a history of losses generated. The valuation allowance is reviewed periodically and if the assessment of the “more likely than not” criterion changes, the valuation allowance is adjusted accordingly. There may also be an inability to utilize a significant amount of accumulated net operating losses and federal and state tax credit carryforwards to the extent an ownership change occurs for tax purposes. | |||||||||||||
At December 31, 2014, the Company had approximately $5.5 million and $98.2 million in net operating loss carryforwards relating to its Canadian and U.S. entities, respectively. The loss carryforwards expire at various dates through 2034. The deferred tax benefit of these loss carryforwards is ultimately subject to final determination by taxation authorities. | |||||||||||||
For the periods ended December 31, 2014, 2013 and 2012, the Company has not recorded tax benefits from the exercise of stock options. | |||||||||||||
BioAmber Inc. and its subsidiaries file income tax returns and pay income taxes in jurisdictions where it believes it is subject to tax. In jurisdictions in which BioAmber Inc. and its subsidiaries do not believe they are subject to tax and therefore do not file income tax returns, the Company can provide no certainty that tax authorities in those jurisdictions will not subject one or more tax years (since inception of BioAmber Inc. or its subsidiaries) to examination. Further, while the statute of limitations in each jurisdiction where an income tax return has been filed generally limits the examination period, as a result of loss carryforwards, the limitation period for examination generally does not expire until several years after the loss carryforwards are utilized. Other than routine audits by tax authorities for tax credits and tax refunds that the Company claims, the Company is not aware of any other material income tax examination currently in progress by any taxing jurisdiction. The Company’s major tax jurisdictions are Canada, Luxembourg and the U.S. With few exceptions, BioAmber Inc. and its subsidiaries are subject to Canadian, Luxembourgian and U.S. income tax examinations in respect of all taxation years of the Company since inception. | |||||||||||||
The following is a roll forward of the total amounts of unrecognized tax benefits: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
Unrecognized tax benefits—beginning of period | 7,667,898 | 7,518,104 | 3,601,039 | ||||||||||
Gross decreases—tax positions in prior periods | (3,628,235 | ) | — | — | |||||||||
Gross increases—tax positions in current periods | - | 149,794 | 3,917,065 | ||||||||||
Unrecognized tax benefits—end of period | 4,039,663 | 7,667,898 | 7,518,104 | ||||||||||
As of December 31, 2014 and 2013, the balance of unrecognized tax benefits included respectively nil and $265,859, of tax benefits that, if recognized, would affect the effective tax rate. The balance of unrecognized tax benefits as of December 31, 2014 and 2013, also included respectively $4,039,663 and $7,355,039 of tax benefits that, if recognized, would result in adjustments to other tax accounts, primarily prepaid tax expense and deferred taxes. | |||||||||||||
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense unless it is associated with intercompany profits. The Company recognizes interest and penalties related to unrecognized tax benefits associated with intercompany profits as prepaid tax expense. This asset is amortized over the life of the assets involved in the intercompany sale. The Company recorded nil, $47,000 and $22,000 of interest during the year ended December 31, 2014, December 31, 2013 and 2012 respectively. | |||||||||||||
The Company’s unrecognized tax benefits largely include liabilities related to transfer pricing exposures from allocation of income between jurisdictions. The Company believes that it is reasonably possible that no increase in unrecognized tax benefits related to transfer pricing exposure liabilities may be necessary within the coming year. |
Financial_instruments
Financial instruments | 12 Months Ended |
Dec. 31, 2014 | |
Investments All Other Investments [Abstract] | |
Financial instruments | 15. Financial instruments |
Currency risk | |
The Company is exposed to foreign currency risk as result of foreign-denominated transactions and balances. The Company does not hold any financial instruments that mitigate this risk. | |
Credit risk | |
The Company’s exposure to credit risk as of December 31, 2014, is equal to the carrying amount of its financial assets. As of December 31, 2014 the amounts due from three customers represented approximately 60% of the total accounts receivable. As of December 31, 2013, the amounts due from one customer represented approximately 66% of the total accounts receivable. | |
Interest Rate Risk | |
The Company’s unrestricted cash totaling $51.0 million at December 31, 2014. These amounts were deposited in current and interest-bearing accounts and were held for working capital purposes. The company’s three-year term loan with TCP bears interest at 9.50% or the 3 month LIBOR rate plus 9.27%. If the 3 month LIBOR rate were to increase, the interest rate for the remaining term of the loan would increase. | |
Fair_value_of_financial_assets
Fair value of financial assets and liabilities | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial assets and liabilities | 16. Fair value of financial assets and liabilities |
For cash, accounts receivable and accounts payable, the carrying amount approximates fair value because of the short-term maturity of those instruments. | |
The carrying amount of long-term debt approximates fair value as at December 31, 2014 and December 31, 2013. The fair value of long-term debt received from government organizations was determined using Level 3 information as the Company produces an estimate of fair value based on internally developed valuation techniques which are based on a discounted cash flow methodology and incorporates all relevant observable market inputs. The interest free loans were discounted using an interest rate between 12% and 15%, a level 3 fair value measurement, representing the interest rate a loan with similar terms and conditions would carry. | |
The fair value of the warrants which were issued upon the completion of the IPO on May 10, 2013 was calculated using the Black-Scholes option pricing model using various assumptions described in note 13, which was a level 3 fair value measurement. As these warrants starting trading freely on the New York Stock Exchange on June 10, 2013, the closing value of these warrants, which is a level 1 measurement was used to calculate the fair value from June 10, 2013 onwards. |
Related_party_transactions
Related party transactions | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Related Party Transactions [Abstract] | |||||||||||||
Related party transactions | |||||||||||||
17. Related party transactions | |||||||||||||
Transactions with related parties not disclosed elsewhere were as follows: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
Product sales to companies under the common control of a | — | — | 148,993 | ||||||||||
shareholder | |||||||||||||
Product sales to a shareholder | 119,824 | 424,796 | — | ||||||||||
Toll manufacturing services provided by ARD recorded as | 360,805 | 540,785 | 94,000 | ||||||||||
research and development expenses | |||||||||||||
Toll manufacturing services provided by ARD initially | 1,156,420 | — | — | ||||||||||
recorded as cost of goods sold | |||||||||||||
Toll manufacturing services provided by ARD initially | 4,518,246 | 3,307,839 | 3,032,301 | ||||||||||
recorded as inventory | |||||||||||||
Land purchased from Lanxess | — | — | 338,550 | ||||||||||
Services provided by Saltigo, a subsidiary of Lanxess, | — | — | 387,440 | ||||||||||
recorded as research and development expenses | |||||||||||||
On December 7, 2012, the Company entered into a restated toll manufacturing agreement with ARD, whereby ARD granted the Company exclusive access to a demonstration plant in France to develop and produce succinic acid until June 30, 2013, and until December 2014 with guaranteed 60% of the capacity of this facility. The Company purchased 100% of the succinic acid produced by the demonstration plant from ARD. ARD remains a shareholder of the Company. | |||||||||||||
The related party transactions noted above were undertaken in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the parties. |
Business_segments
Business segments | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||
Business segments | 18. Business segments | ||||||||||||||||||||||||
The Company allocates, for the purpose of geographic segment reporting, its revenue based on the location of the seller. For the purpose of geographic segment reporting, the non-current assets of the Company are allocated as follows: | |||||||||||||||||||||||||
Europe | North America | Consolidated | |||||||||||||||||||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Property and equipment, net | — | 3,333 | 88,664,899 | 13,550,946 | 88,664,899 | 13,554,279 | |||||||||||||||||||
Investment in equity method investments | — | — | 34,817 | 710,333 | 34,817 | 710,033 | |||||||||||||||||||
Intangible assets, net (Note 6) | 4,158,550 | 4,158,550 | 174,361 | — | 4,332,911 | 4,158,550 | |||||||||||||||||||
Goodwill | 625,364 | 692,788 | — | — | 625,364 | 692,788 | |||||||||||||||||||
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (unaudited) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Selected Quarterly Financial Data (unaudited) | a. Selected Quarterly Financial Data (unaudited) | ||||||||||||||||||||
The following table contains quarterly financial information for 2014 and 2013. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. | |||||||||||||||||||||
2014 | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
Total revenue | $ | 350,661 | $ | 414,600 | $ | 469,315 | $ | 308,475 | $ | 1,543,051 | |||||||||||
Total operating expenses | 7,572,016 | 8,541,654 | 7,308,783 | $ | 7,281,728 | 30,704,181 | |||||||||||||||
Loss from operations | 7,501,215 | 10,378,155 | 8,287,287 | $ | 9,038,265 | 35,204,922 | |||||||||||||||
Net loss | 19,952,041 | 14,145,140 | 8,466,191 | $ | 4,733,478 | 47,296,850 | |||||||||||||||
Net loss per share applicable to common | $ | 1.07 | $ | 0.75 | $ | 0.39 | $ | 0.22 | $ | 2.32 | |||||||||||
stockholders—basic | |||||||||||||||||||||
2013 | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
Total revenue | $ | 330,722 | $ | 1,028,389 | $ | 866,529 | $ | 439,597 | $ | 2,665,237 | |||||||||||
Total operating expenses | 10,176,341 | 18,706,131 | 6,714,036 | $ | 8,248,672 | $ | 43,845,180 | ||||||||||||||
Loss from operations | 9,845,619 | 17,677,742 | 5,847,507 | $ | 7,809,075 | $ | 41,179,943 | ||||||||||||||
Net loss | 9,615,966 | 7,224,683 | 8,966,756 | $ | 7,983,877 | $ | 33,791,282 | ||||||||||||||
Net loss per share applicable to common | $ | 0.92 | $ | 0.47 | $ | 0.48 | $ | 0.42 | $ | 2.13 | |||||||||||
stockholders—basic | |||||||||||||||||||||
Schedule_I_Condensed_Parent_Co
Schedule I - Condensed Parent Company Financial Statements | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |||||||||||||
Schedule IbCondensed Parent Company Financial Statements | |||||||||||||
Schedule I—Condensed Parent Company Financial Statements | |||||||||||||
The condensed financial statements represent the financial information required by SEC Regulation S-X 5-04 for BioAmber Inc., which requires the inclusion of parent company only financial statements if the restricted net assets of consolidated subsidiaries exceed 25% of total consolidated net assets as of the last day of its most recent fiscal year. As of December 31, 2014, BioAmber Inc’s restricted net assets of consolidated subsidiaries were $60.7 million and exceeded 25% of its total consolidated net assets. | |||||||||||||
The following condensed parent-only financial statements of BioAmber have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X and included herein. The Parent Company's 100% investment in its subsidiaries has been recorded using the equity basis of accounting in the accompanying condensed parent-only financial statements. The condensed financial statements should be read in conjunction with the consolidated financial statements of BioAmber Inc. and subsidiaries and notes thereto. | |||||||||||||
Condensed Statements of Operations (Parent Company Only) | |||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
Revenues | |||||||||||||
Intercompany revenue | 2,613,791 | 6,315,398 | 9,864,507 | ||||||||||
Operating expenses | |||||||||||||
General and administrative | 11,088,191 | 9,826,731 | 8,523,267 | ||||||||||
Research and development, net | 11,245,482 | 14,865,366 | 20,514,273 | ||||||||||
Sales and marketing | 2,746,272 | 3,020,288 | 2,827,360 | ||||||||||
Depreciation of property and equipment and amortization of intangible assets | 216,356 | 363,387 | 509,880 | ||||||||||
Impairment loss and write-off of property and equipment and of intangible assets | — | 2,385,295 | — | ||||||||||
Foreign exchange loss | 447,285 | 251,943 | 116,079 | ||||||||||
Operating expenses | 25,743,586 | 30,713,010 | 32,490,859 | ||||||||||
Operating loss | 23,129,795 | 24,397,612 | 22,626,352 | ||||||||||
Amortization of deferred financing costs and debt discounts | 269,544 | 138,431 | 3,111,970 | ||||||||||
Financial charges (income), net | 11,883,901 | (7,433,063 | ) | — | |||||||||
Loss on debt extinguishment, net | 622,179 | — | — | ||||||||||
Interest revenue from related parties | -766,300 | (765,396 | ) | (699,505 | ) | ||||||||
Equity in losses of subsidiaries | 10,852,568 | 16,880,174 | 14,312,233 | ||||||||||
Other charge (income), net | 430,273 | — | — | ||||||||||
Net loss | 46,421,960 | 33,217,758 | 39,351,050 | ||||||||||
Foreign currency translation adjustment | 2,496,674 | 306,798 | (883,683 | ) | |||||||||
Total comprehensive loss | 48,918,634 | 33,524,556 | 38,467,367 | ||||||||||
Condensed Balance Sheets (Parent Company Only) | |||||||||||||
As of | As of | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
$ | $ | ||||||||||||
Assets | |||||||||||||
Current assets | |||||||||||||
Cash | 32,836,099 | 69,510,236 | |||||||||||
Intercompany receivables | 92,851,101 | 75,081,687 | |||||||||||
Accounts receivable | 476,851 | — | |||||||||||
Inventories | 1,801,826 | — | |||||||||||
Prepaid expenses | 666,495 | 403,531 | |||||||||||
Valued added tax, income taxes and other receivables | 550,553 | — | |||||||||||
Deferred financing costs | — | 671,270 | |||||||||||
Total current assets | 129,182,925 | 145,666,724 | |||||||||||
Property and equipment, net | 545,277 | 700,073 | |||||||||||
Intangible assets, net | 33,233 | — | |||||||||||
Deferred financing costs | 254,002 | — | |||||||||||
Total assets | 130,015,437 | 146,366,797 | |||||||||||
Liabilities | |||||||||||||
Current liabilities | |||||||||||||
Accounts payable and accrued liabilities | 2,864,016 | 2,135,290 | |||||||||||
Intercompany payables | 1,728,919 | 411,726 | |||||||||||
Short-term portion of long-term debt | 2,520,452 | 6,250,000 | |||||||||||
Total current liabilities | 7,113,387 | 8,797,016 | |||||||||||
Long-term debt | 21,979,548 | 19,242,707 | |||||||||||
Warrants financial liability | 13,040,000 | 5,840,000 | |||||||||||
Other long-term liabilities | 127,500 | 82,500 | |||||||||||
Investment in subsidiaries at equity | 23,089,181 | 46,715,873 | |||||||||||
Total liabilities | 65,349,616 | 80,678,096 | |||||||||||
Commitments and contingencies | |||||||||||||
Shareholders’ equity | |||||||||||||
Share capital | |||||||||||||
Common stock: | |||||||||||||
$0.01 par value per share; 250,000,000 authorized, 21,836,046 and 18,558,369 | 218,360 | 185,584 | |||||||||||
issued and outstanding at December 31, 2014 and December 31, 2013, | |||||||||||||
respectively | |||||||||||||
Additional paid-in capital | 220,460,559 | 177,275,934 | |||||||||||
Warrants | 2,949,018 | 2,964,335 | |||||||||||
Accumulated deficit | (161,465,910 | ) | (115,043,950 | ) | |||||||||
Accumulated other comprehensive loss | 2,503,794 | 306,798 | |||||||||||
Total shareholders’ equity | 64,665,821 | 65,688,701 | |||||||||||
Total liabilities and equity | 130,015,437 | 146,366,797 | |||||||||||
Condensed Statements of Cash Flows (Parent Only) | |||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
Cash flows from operating activities | |||||||||||||
Net loss | (46,421,960 | ) | (33,217,758 | ) | (39,351,050 | ) | |||||||
Adjustments to reconcile net loss to cash: | |||||||||||||
Stock-based compensation | 6,949,205 | 6,731,539 | 7,431,262 | ||||||||||
Depreciation and Impairment loss and write-off of property and equipment and of intangible assets | 216,356 | 2,748,682 | 509,880 | ||||||||||
Amortization of deferred financing costs and debt discounts | 269,544 | 138,431 | — | ||||||||||
Write-off of IPO costs | — | — | 1,828,074 | ||||||||||
Equity participation in losses of equity method investments | 10,852,568 | 16,880,174 | 14,312,233 | ||||||||||
Other long-term liabilities | 45,000 | 45,000 | 37,500 | ||||||||||
Financial charges (income), net | 6,707,293 | (9,815,293 | ) | — | |||||||||
loss on debt extinguishment | 401,207 | — | — | ||||||||||
Changes in operating assets and liabilities | |||||||||||||
Change in account receivable | (476,851 | ) | — | — | |||||||||
Change in inventories | (1,801,826 | ) | — | — | |||||||||
Change in prepaid expenses and deposits | (260,855 | ) | (222,719 | ) | (82,348 | ) | |||||||
Change in research and development tax credits receivable, value | (550,553 | ) | 23,367 | (17,557 | ) | ||||||||
added tax, income taxes and other receivables | |||||||||||||
Change in accounts payable from subsidiairies | 1,317,193 | 384,526 | — | ||||||||||
Change in accounts payable and accrued liabilities | 728,726 | (1,287,224 | ) | (609,543 | ) | ||||||||
Net cash used in operating activities | (22,024,953 | ) | (17,591,275 | ) | (15,941,549 | ) | |||||||
Cash flows from investing activities | |||||||||||||
Acquisition of property and equipment and intangible asset | (94,793 | ) | (441,281 | ) | (413,353 | ) | |||||||
Change in accounts receivable from subsidiaries | (17,796,614 | ) | (22,244,374 | ) | (14,921,835 | ) | |||||||
Capital redistribution from (investment in) equity method investments | (32,281,790 | ) | 251,814 | 146,194 | |||||||||
Net cash used in investing activities | (50,145,997 | ) | (21,897,120 | ) | (15,188,994 | ) | |||||||
Cash flows from financing activities | |||||||||||||
Deferred financing costs | (253,924 | ) | (792,960 | ) | — | ||||||||
Issuance of long-term debt | 24,500,000 | 25,000,000 | — | ||||||||||
Repayment of long-term debt | (25,000,000 | ) | — | — | |||||||||
Cancellation of shares | — | (140,000 | ) | — | |||||||||
Net proceeds from issuance of common shares | 36,250,737 | 73,023,013 | 9,977,657 | ||||||||||
Net cash provided by financing activities | 35,496,813 | 97,090,053 | 9,977,657 | ||||||||||
Foreign exchange impact on cash | — | — | — | ||||||||||
Increase (decrease) in cash | (36,674,137 | ) | 56,601,658 | (21,152,886 | ) | ||||||||
Cash, beginning of period | 69,510,236 | 11,908,578 | 33,061,464 | ||||||||||
Cash, end of period | 32,836,099 | 69,510,236 | 11,908,578 | ||||||||||
Summary_of_significant_account1
Summary of significant accounting policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Basis of presentation | Basis of presentation | ||||||||||||
These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and comprise the financial position and results of operations of BioAmber Inc., and all its subsidiaries, which include BioAmber Canada Inc., Sinoven Biopolymers Inc. and BioAmber Sarnia Inc. Intercompany balances and transactions have been eliminated upon consolidation. The Financial Accounting Standards Board (“FASB”) sets GAAP to ensure financial condition, results of operations and cash flows are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“FASB ASC”). | |||||||||||||
Risk and uncertainties | Risk and uncertainties | ||||||||||||
BioAmber is an industrial biotechnology company producing sustainable chemicals and the Company has not commenced its planned, principal operations. The Company’s principal operations will start once commercial production begins at the Sarnia, Ontario facility, currently under construction. The Company’s activities since inception have consisted principally of raising capital for performing research and development activities, developing market related to its bio-succinic acid product and derived products, acquiring technology patents, producing and selling bio-succinic acid from a large-scale demonstration facility in Pomacle, France, and building its Sarnia facility. Ultimately, the Company believes that the attainment of profitable operations is dependent upon future events, including completion of the construction and future operation of the commercial-scale manufacturing facility in Sarnia, Ontario, further advancing its existing commercial arrangements with strategic partners to generate revenue from the sale of its products that will support the Company’s cost structure, gaining market acceptance for its bio-succinic acid, its derivatives and other building block chemicals, obtaining adequate financing to complete its development activities, and attracting and retaining qualified personnel. | |||||||||||||
Use of estimates | Use of estimates | ||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||
Significant areas requiring the use of significant management estimates include fair value determination of assets, liabilities, fair value of intangible assets and goodwill, useful lives of intangible assets, income taxes, stock-based compensation and fair value of certain debt and equity instruments. | |||||||||||||
Fair value of financial instruments | Fair value of financial instruments | ||||||||||||
The Company applies FASB ASC 820, Fair Value Measurement, which defines fair value and establishes a framework for measuring fair value and making disclosures about fair value measurements. FASB ASC 820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of financial instruments and the characteristics specific to them. Financial instruments with readily available quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. | |||||||||||||
There are three levels within the hierarchy that may be used to measure fair value: | |||||||||||||
Level 1 | — | A quoted price in an active market for identical assets or liabilities. | |||||||||||
Level 2 | — | Significant pricing inputs are observable inputs, which are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. | |||||||||||
Level 3 | — | Significant pricing inputs are unobservable inputs, which are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. | |||||||||||
The fair value measurements level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used should maximize the use of observable inputs and minimize the use of unobservable inputs. | |||||||||||||
The valuation methodologies described above may produce a fair value calculation that may not be indicative of future net realizable value or reflective of future fair values. | |||||||||||||
Foreign currencies | Foreign currencies | ||||||||||||
The functional currency of BioAmber Inc. and Sinoven Biopolymers Inc. (“Sinoven”) is the United States dollar, whereas for BioAmber Canada Inc. and BioAmber Sarnia Inc. the functional currency is the Canadian dollar and for Bioamber S.A.S. it was the Euro. The assets and liabilities of BioAmber Canada Inc. and BioAmber Sarnia Inc. are translated into United States dollars using period-end exchange rates, while revenues and expenses are translated at average exchange rates prevailing during the period. The assets and liabilities for BioAmber S.A.S. were translated into Unites States dollars on the date of the liquidation of BioAmber S.A.S. into BioAmber Inc. on December 29, 2014. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss). All foreign currency transaction gains and losses resulting from transactions denominated in foreign currencies are recorded as foreign exchange (gain) loss in the consolidated statements of operations. | |||||||||||||
Cash equivalents | Cash equivalents | ||||||||||||
The Company recognizes cash equivalents as highly liquid investments with an original maturity of three months or less at date of purchase. | |||||||||||||
Restricted Cash | Restricted Cash | ||||||||||||
Cash amounts that are restricted to withdrawal or usage are presented as restricted cash. As of December 31, 2014 and December 31, 2013, the Company had $646,500 and nil, respectively, of restricted cash held in an escrow account as a guarantee to a long-term supply agreement. See also Note 17. | |||||||||||||
Concentration of credit risk | Concentration of credit risk | ||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company believes it is not exposed to significant credit risk related to cash, cash equivalents and accounts receivable. As of December 31, 2014 and 2013, the Company did not have any provision for doubtful accounts. | |||||||||||||
Inventories | Inventories | ||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out (FIFO) basis. Prior to the Company having any customer orders for sample product, all production and development costs were expensed as part of the Company’s research and development efforts. As a result, certain sales in 2012 of product produced in prior periods had a cost basis of zero. | |||||||||||||
Property and equipment | Property and equipment | ||||||||||||
Property and equipment are recorded at cost and are amortized over their estimated useful lives using the straight-line method over the following periods: | |||||||||||||
Furniture and Fixtures | 5-8 years | ||||||||||||
Machinery and Equipment | 5-15 years | ||||||||||||
Computers, Office Equipment and Peripherals | 3-7 years | ||||||||||||
Leaseholds improvements are amortized over the shorter of the related lease terms or their estimated useful lives. Costs related to repairs and maintenance of property and equipment are expensed in the period in which they are incurred. Upon sale or disposal, the Company writes off the cost of the asset and the related amount of accumulated depreciation. The resulting gain or loss is included in the consolidated statement of operations. Assets in the course of construction are classified as construction in-progress and are carried at cost, net of grants received and any recognized impairment loss. They consist of expenditures directly related to building the manufacturing facility in Sarnia, Ontario. For qualifying assets, cost includes capitalized borrowing costs. | |||||||||||||
Business combinations | Business combinations | ||||||||||||
The Company accounts for acquired businesses using the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations. The consideration transferred for the acquisition is the fair values of the assets transferred, the liabilities incurred and the equity interest issued. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. | |||||||||||||
Intangible assets | Intangible assets | ||||||||||||
Computer software and license are recorded at cost and are depreciated over their estimated useful lives using the straight-line method over the following periods: | |||||||||||||
Computer Software | 2-5 years | ||||||||||||
License | 2-15 years | ||||||||||||
Costs incurred in obtaining patents are capitalized and amortized on a straight-line basis over their estimated useful lives of between 5 and 15 years. The Company’s patent portfolio was acquired as part of the spin-off transaction with DNP and the acquisition of Sinoven Biopolymers Inc. and BioAmber S.A.S. The cost of servicing the patents is expensed as incurred. | |||||||||||||
As required by FASB ASC 805, acquired in-process research and development (IPR&D) through business combinations is accounted for as an indefinite-lived intangible asset until completion or abandonment of the associated research and development efforts. Therefore, such assets are not amortized but are tested for impairment at least annually. Once the research and development activities are deemed to be substantially complete, the assets will be amortized over the related product’s useful life. If the project is abandoned, the assets will be written off if they have no alternative future use. The Company reviews its portfolio of patents and acquired in-process research and development taking into consideration events or circumstances that may affect its recoverable value. | |||||||||||||
To test indefinites-lives intangible assets for impairment in accordance with ASU 2012-02, FASB ASC 350-Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, the Company first assesses the qualitative factors to determine whether it is more likely than not, that the asset is impaired. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that fair value of an indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. | |||||||||||||
In the fourth quarter of 2012, the Company wrote off $1.2 million of unamortized value of the Sinoven patents and in-process research and development related to the proprietary technology for modifying polybutylene succinate, or mPBS. The Company carried out testing and concluded that the technology would not meet regulatory approval in the near term for its intended initial application and that alternatives would take significant incremental cost and time. As a result of this assessment, the Company decided to suspend development of mPBS, given other market development priorities. Accordingly, in the fourth quarter of 2012, the Company wrote-off the remaining unamortized value of the Sinoven patents in the amount of $398,749 and in-process research and development in the amount of $813,941. | |||||||||||||
During the second quarter of 2013, the Company’s board of directors approved the transition from an E. coli-based technology to its yeast-based technology to be used in the production process at its manufacturing facility in Sarnia, Ontario. FASB ASC 350 requires evaluating the remaining useful life of an intangible asset that is being amortized each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. The decision to remove the E. coli as the core technology from the Company’s production process required the Company to assess for potential impairment by conducting a recoverability test of this intellectual property (IP) portfolio and determining whether the carrying value of the IP is less than or equal to the fair value of the IP. The test comprised determining the fair value by discounting future cash flows from the future expected sales of succinic acid manufactured using the E. coli technology. The tests indicated that the fair market value was nominal. The non-recurring fair value measure is a level 3 fair value measure. As a consequence, the Company recognized an impairment loss on the intangible assets related to the E. coli technology, comprised of patents and IPR&D acquired as part of the spin-off transaction and the acquisition of Bioamber S.A.S. in the amount of $7.8 million during the second quarter of 2013. | |||||||||||||
Goodwill | Goodwill | ||||||||||||
Goodwill represents the excess purchase price over the estimated fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized, but is reviewed for impairment on an annual basis, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, using a discounted cash flow model. | |||||||||||||
The Company’s goodwill is attributed to its one reporting unit. The Company has selected December 31 as the date to perform its annual impairment test. Since the Company’s IPO, the Company changed the impairment testing date from June 30 to December 31, to align its testing date with the year-end date. In testing for impairment of its goodwill, the Company may first assess qualitative factors to determine whether it is necessary to perform the two-step impairment test described below. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. If the quantitative impairment test is required, the Company must make assumptions regarding estimated future cash flows to be derived from the reporting unit. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. | |||||||||||||
If the net book value exceeds its fair value, then the Company performs the second step of the goodwill impairment test to determine the amount of the impairment loss. In calculating the fair value of the reporting unit’s goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the reporting unit over the amount assigned to its other assets and liabilities is the fair value of goodwill. An impairment loss is recognized when the carrying amount of goodwill exceeds its fair value. There was no impairment of goodwill recorded for the periods ended December 31, 2014, 2013 and 2012. | |||||||||||||
Asset retirement obligation | Asset retirement obligation | ||||||||||||
Management assesses the potential asset retirement obligation upon acquisition of its assets or entering into lease arrangements. If a reasonable estimate of the fair value of the liability can be made, the Company recognizes the retirement obligation. During the year ended December, 31, 2014, 2013 and 2012, the Company recorded an amount of $45,000, $45,000 and $37,500 respectively, for the cost of restoring the premises on the termination date of its leased premises in Plymouth, USA. The cumulative amount to be recognized over the 4 years-term of the lease is $180,000. The amount accrued for the year ended December 31, 2014 and December 31, 2013 are recorded in the other long-term liabilities on the consolidated balance sheet. | |||||||||||||
Long-lived asset impairment | Long-lived asset impairment | ||||||||||||
Management assesses the fair value of its long-lived assets in accordance with FASB ASC 360, Property, Plant, and Equipment. At the end of each reporting period, it evaluates whether there is objective evidence of events or changes in business conditions which suggest that an asset may be impaired. | |||||||||||||
In such cases the Company determines the fair value based upon forecasted cash flows which the assets are expected to generate and the net proceeds expected from their sale. If the carrying amount exceeds the fair value of the assets, estimated by discounting cash flows techniques, an impairment charge is recorded. The impairment charge is determined as the difference between the fair value of the assets and their corresponding carrying value. | |||||||||||||
As a result of the Company’s board of directors approving the transition from an E. coli-based technology to yeast-based technology in the second quarter of 2013, the Company conducted an analysis of the costs capitalized in construction in-progress to determine whether such costs would still provide future benefits as part of the planned manufacturing facility in Sarnia, Ontario. The assessment conducted by the Company identified certain costs that were no longer useful for a productive process based on its yeast-based technology. Accordingly, the Company recognized a write-off of construction in-progress in an amount of $834,000 during the second quarter of 2013. | |||||||||||||
Government grants | Government grants | ||||||||||||
The Company has entered into arrangements to receive government grants that relate primarily to the construction of facilities. Government grants are recognized when there is reasonable assurance that the grant will be received and that the conditions of the grant have been complied with. Government grants received in advance of complying with the conditions of the grant are deferred until all conditions are met. Government grants related to property and equipment are included in the balance sheet as a reduction of the cost of the asset and result in reduced depreciation expense over the useful life of the asset. Government grants that relate to expenses are recognized in the income statement as a reduction of the related expense or as a component of other income. As of December 31, 2014, $29.2 million has been received in connection with government grants and loans, of which $14.4 million was applied as a reduction of the cost of construction in progress (see Note 5). | |||||||||||||
Warrants financial liability | Warrants financial liability | ||||||||||||
The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in FASB ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. Derivative warrant liabilities were valued using the Black-Scholes pricing model at the date of initial issuance and are valued using the closing value as quoted on the New York Stock Exchange at each subsequent balance sheet date. | |||||||||||||
The liability is presented as warrants financial liability in the consolidated balance sheet, and changes in the fair value of the warrants are reflected in the consolidated statement of operations as part of financial charges (income), net. | |||||||||||||
Revenue recognition | Revenue recognition | ||||||||||||
Revenue comprises the fair value of the consideration received or receivable for the sale of products and services in the ordinary course of the Company’s activities. Revenue is presented net of discounts. | |||||||||||||
Revenue is recognized when persuasive evidence of an arrangement exists, the fee is determinable, collectability is reasonably assured and delivery has occurred, which for product revenue is at the time of transfer of title. | |||||||||||||
The Company’s revenues represent sales of bio-succinic acid to a limited number of customers. During the year ended December 31, 2014, 47% of our sales were to International Flavor and Fragrances, Inc, or IFF, Brenntag AG, or Brenntag and Olon Italy. During the year ended December 31, 2013, 64% of our sales were to IFF and Brenntag. | |||||||||||||
Net loss per share | Net loss per share | ||||||||||||
The Company computes net loss per share in accordance with FASB ASC 260, Earnings per share, under which basic net loss per share attributable to common shareholders is computed by dividing net loss attributable to common shareholders by the basic weighted-average number of common shares outstanding during the period. Shares issued and reacquired during the period are weighted for the portion of the period that they were outstanding. The computation of diluted earnings per share (“EPS”) is similar to the computation of the basic EPS except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if all of the potentially dilutive shares of common stock had been issued. In addition, in computing the dilutive effect of convertible securities, the numerator is adjusted to add back any convertible preferred dividends and the after-tax amount of interest recognized in the period associated with any convertible debt. The numerator is also adjusted for any other changes in income or loss that would result from the assumed conversion of those potential shares of common stock such as profit-sharing expenses. Common equivalent shares are excluded from the diluted EPS calculation if their effect is anti-dilutive. Losses have been incurred in each period since inception; accordingly, diluted loss per share is not presented. | |||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Historical net loss per share: | |||||||||||||
Net loss attributable to BioAmber Inc. | $ | 46,421,960 | $ | 33,217,758 | $ | 39,351,050 | |||||||
Net loss per share attributable to BioAmber Inc. shareholders—basic | $ | 2.32 | $ | 2.13 | $ | 3.82 | |||||||
Weighted-average common shares—basic | 20,016,180 | 15,590,814 | 10,296,633 | ||||||||||
Research and development expenses | Research and development expenses | ||||||||||||
In accordance with FASB ASC 730, Research and Development, research and development expenses are charged to operations in the period in which they are incurred, net of investment tax credits. | |||||||||||||
Deferred financing costs | Deferred financing costs | ||||||||||||
Costs incurred to secure debt are deferred and amortized on a straight-line basis, which approximates the effective interest method, over the term of the related debt. Costs incurred in connection with the Company’s initial public offering (“IPO”) of shares were initially deferred and subsequently reclassified to share issuance costs in the statement of shareholders’ equity when the shares were issued. In 2012, it was determined at that time that the IPO would not proceed for a significant period of time, as a result the deferred costs were charged to general and administrative expenses at the date the determination was made. | |||||||||||||
Borrowing costs | Borrowing costs | ||||||||||||
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. If active development is interrupted for an extended period, capitalization is suspended. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in profit or loss in the period in which they are incurred. | |||||||||||||
Stock-based compensation | Stock-based compensation | ||||||||||||
The Company accounts for its stock-based compensation expense in accordance with FASB ASC 718, Compensation—Stock Compensation. Stock options are granted to employees at exercise prices equal to the estimated fair value of the Company’s stock at the grant dates. Stock options vest generally over four years and have a term of ten years. Each stock option entitles the holder to purchase one share of common stock which comes from the Company’s authorized shares. Compensation expense is recognized over the period during which an employee is required to provide services in exchange for the award, generally the vesting period. | |||||||||||||
The Company recognizes stock-based compensation for awards to employees based on the estimated fair value of the awards granted. The fair value method requires the Company to estimate the fair value of stock-based awards on the date of grant using an option pricing model. The Company uses the Black-Scholes option-pricing model to estimate the fair value of awards granted to employees, and the requisite fair value is recognized as expense on a straight-line basis over the service period of the award. | |||||||||||||
The Company uses the Black-Scholes option-pricing model to estimate the fair value of awards granted to non-employees. The measurement of stock-based compensation for non-employees is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in the Company’s consolidated statements of operations during the period the related services are rendered. | |||||||||||||
The Black-Scholes option pricing model requires the following inputs: expected life, expected volatility, risk-free interest rate, expected dividend yield rate, exercise price and closing price of the Company’s common stock on the date of grant. Due to the Company’s limited history of grant activity, the Company calculates its expected term utilizing the “simplified method” permitted by the Securities and Exchange Commission (“SEC”), which is the average of the total contractual term of the option and its vesting period. The Company calculates its expected volatility rate from the historical volatilities of selected comparable public companies within its industry, due to a lack of historical information regarding the volatility of the Company’s stock price. The Company will continue to analyze the historical stock price volatility assumption as more historical data for its common stock becomes available. The risk-free interest rate is based on the US Treasury yield curve in effect at the time of grant for zero coupon US Treasury notes with maturities similar to the option’s expected term. The expected dividend yield was assumed to be zero, as the Company has not paid, nor does it anticipate paying, cash dividends on shares of its common stock. The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. | |||||||||||||
Environmental liabilities | Environmental liabilities | ||||||||||||
The nature of the Company’s operations requires compliance with environmental laws and regulations set by the governmental authorities in the jurisdictions in which the Company operates. It will develop policies and practices for the remediation of the effects of release or disposal of materials at its locations. Any resulting environmental liabilities will be recorded when they are probable and management can reliably estimate their amount. As of December 31, 2014, and each prior balance sheet date presented, no environmental liabilities have been identified. | |||||||||||||
Income taxes | Income taxes | ||||||||||||
The Company calculates its income tax charge on the basis of the tax laws enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income, in accordance with FASB ASC 740, Income Taxes. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. | |||||||||||||
Income taxes in the consolidated statements of operations consist of federal, state and foreign jurisdictions income taxes related to the Company and its subsidiaries. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to temporary differences arising from assets and liabilities whose basis are different for financial reporting and income tax purposes. | |||||||||||||
Deferred taxes are provided using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and net operating losses, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts on the financial statements of assets and liabilities and their tax basis. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce net deferred tax assets to an amount that is more likely than not to be realized. The amount of the valuation allowance is based on the Company’s best estimate of the recoverability of its deferred tax assets. In making such a determination, we consider all available positive and negative evidence, including future reversals of taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance. | |||||||||||||
The Company follows guidance for income taxes, which prescribes a recognition threshold and measurement standard for the financial statement recognition and measurement of an income tax position taken or expected to be taken in a tax return. The Company accounts for interest and penalties related to uncertain tax positions, if any, as part of tax expense unless it is associated with intercompany profits. The Company recognizes interest and penalties related to uncertain tax positions associated with intercompany profits as prepaid tax expense. This asset is amortized over the life of the assets involved in the intercompany sale. | |||||||||||||
Research and development tax credits | Research and development tax credits | ||||||||||||
Bioamber S.A.S., before its liquidation in December 2014, had received government assistance in the form of research and development tax credits from the French taxation authorities, based on qualifying expenditures. These credits were not dependent on ongoing tax status or tax position and accordingly were not considered part of income taxes. The Company recorded these tax credits, as a reduction of research and development expenses, when the Company was able to reasonably estimate the amounts and it was more likely than not they would be received. | |||||||||||||
Segment reporting | Segment reporting | ||||||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and manages its business as one segment. The chief operating decision-maker is the Chief Executive Officer. | |||||||||||||
Recent accounting pronouncements | Recent accounting pronouncements | ||||||||||||
In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, "Revenue Recognition - Revenue from Contracts with Customers," which is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard is effective for interim and annual periods beginning after December 15, 2016, and either full retrospective adoption or modified retrospective adoption is permitted. The Company is in the process of evaluating the impact of the standard. | |||||||||||||
In June 2014, the FASB issued ASU No. 2014-10,"Development Stage Entities," - Elimination of Certain Financial Reporting Requirements, including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. Amendments to the consolidation guidance may result in more DSEs being considered variable interest entities (VIEs). The new guidance is effective for fiscal years and interim periods beginning after 15 December 2014, with early adoption permitted. The Company had elected to early adopt ASU No. 2014-10 for the interim period ended September 30, 2014. The adoption of this ASU allowed the Company to remove the inception to date information and all references to development stage. | |||||||||||||
In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements— Going Concern (Subtopic 205-40) (Topic 718): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. This ASU requires an entity to evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. The new guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2016. The adoption of this ASU is not expected to have an impact on the Company’s consolidated financial position, results of operations or cash flows. |
Summary_of_significant_account2
Summary of significant accounting policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Property and Equipment, Estimated Useful Lives | Property and equipment are recorded at cost and are amortized over their estimated useful lives using the straight-line method over the following periods: | ||||||||||||
Furniture and Fixtures | 5-8 years | ||||||||||||
Machinery and Equipment | 5-15 years | ||||||||||||
Computers, Office Equipment and Peripherals | 3-7 years | ||||||||||||
Intangible assets, Estimated Useful Lives | Computer software and license are recorded at cost and are depreciated over their estimated useful lives using the straight-line method over the following periods: | ||||||||||||
Computer Software | 2-5 years | ||||||||||||
License | 2-15 years | ||||||||||||
Net Loss Per Share Basic and Diluted | Losses have been incurred in each period since inception; accordingly, diluted loss per share is not presented. | ||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Historical net loss per share: | |||||||||||||
Net loss attributable to BioAmber Inc. | $ | 46,421,960 | $ | 33,217,758 | $ | 39,351,050 | |||||||
Net loss per share attributable to BioAmber Inc. shareholders—basic | $ | 2.32 | $ | 2.13 | $ | 3.82 | |||||||
Weighted-average common shares—basic | 20,016,180 | 15,590,814 | 10,296,633 | ||||||||||
Property_and_equipment_Tables
Property and equipment (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property Plant And Equipment [Abstract] | |||||||||||
Schedule of Property and Equipment | |||||||||||
Estimated | |||||||||||
Useful | December 31, | December 31, | |||||||||
Life | 2014 | 2013 | |||||||||
(years) | |||||||||||
$ | $ | ||||||||||
Land | 290,349 | 316,689 | |||||||||
Furniture and fixtures | 5 - 8 | 77,448 | 80,081 | ||||||||
Machinery and equipment | 5 - 15 | 1,215,561 | 747,549 | ||||||||
Computers, office equipment and peripherals | 3 - 7 | 134,248 | 238,143 | ||||||||
Leasehold improvement | 10 | 12,342 | — | ||||||||
Construction in-progress | 101,664,351 | 16,784,763 | |||||||||
Grants applied to construction in-progress | (14,362,312 | ) | (4,338,168 | ) | |||||||
89,031,987 | 13,829,057 | ||||||||||
Less: accumulated depreciation | (367,088 | ) | (274,778 | ) | |||||||
Property and equipment, net | 88,664,899 | 13,554,279 | |||||||||
Intangible_assets_Tables
Intangible assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||
Schedule of Intangible Assets | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Intellectual property, patents and licenses: | |||||||||
Beginning balance | 4,878,813 | 12,644,197 | |||||||
Write-off of patents and completed IPR&D | — | (7,785,384 | ) | ||||||
4,878,813 | 4,878,813 | ||||||||
Foreign currency translation adjustment | (350,074 | ) | (350,074 | ) | |||||
4,528,739 | 4,528,739 | ||||||||
Less: accumulated amortization | (4,528,739 | ) | (4,528,739 | ) | |||||
Intellectual property, patents and licenses, net | — | — | |||||||
Acquired in-process research and development | 4,158,550 | 4,158,550 | |||||||
Computer software and licenses | 279,201 | — | |||||||
Less: accumulated amortization | (104,840 | ) | |||||||
Intangible assets, net | 4,332,911 | 4,158,550 | |||||||
Accounts_payable_and_accrued_l1
Accounts payable and accrued liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Summary of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Trade accounts payable | 13,184,825 | 4,020,205 | |||||||
Accrued payroll and bonus | 2,232,590 | 2,291,369 | |||||||
Consulting and legal fees | 614,993 | 203,958 | |||||||
Other | 427,510 | 565,939 | |||||||
Total | 16,459,918 | 7,081,471 | |||||||
Longterm_debt_Tables
Long-term debt (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||
Schedule of Outstanding Long Term Debt | The balance of the outstanding long term debt is as follows: | ||||||||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
$ | $ | ||||||||||||||||||||||||
Sustainable Chemistry Alliance: | |||||||||||||||||||||||||
Face value (CAD $500,000) | 431,000 | 470,100 | |||||||||||||||||||||||
Less: debt discount | (207,417 | ) | (226,234 | ) | |||||||||||||||||||||
Amortization of debt discount | 97,778 | 83,344 | |||||||||||||||||||||||
321,361 | 327,210 | ||||||||||||||||||||||||
Sustainable Jobs and Investment Fund: | |||||||||||||||||||||||||
Face value (CAD $7,250,000) | 6,249,585 | 873,922 | |||||||||||||||||||||||
Less: debt discount | (2,963,205 | ) | (405,580 | ) | |||||||||||||||||||||
Amortization of debt discount | 248,000 | 55,401 | |||||||||||||||||||||||
3,534,380 | 523,743 | ||||||||||||||||||||||||
Federal Economic Development Agency: | |||||||||||||||||||||||||
Face value (CAD $10,554,600) | 9,097,991 | 5,405,259 | |||||||||||||||||||||||
Less: debt discount | (3,302,910 | ) | (2,068,429 | ) | |||||||||||||||||||||
Less: short-term portion of debt | (457,255 | ) | (270,263 | ) | |||||||||||||||||||||
Gain on debt extinguishment | (696,846 | ) | (299,852 | ) | |||||||||||||||||||||
Amortization of debt discount | 872,602 | 349,254 | |||||||||||||||||||||||
5,513,582 | 3,115,969 | ||||||||||||||||||||||||
Hercules Technology Growth Capital, Inc: | |||||||||||||||||||||||||
Face value | — | 25,000,000 | |||||||||||||||||||||||
Less: short-term portion of debt | — | (6,250,000 | ) | ||||||||||||||||||||||
Less: End of term charge | — | 492,707 | |||||||||||||||||||||||
— | 19,242,707 | ||||||||||||||||||||||||
Minister of Agriculture and Agri-Food Canada: | |||||||||||||||||||||||||
Face value (CAD $7,255,000) | 6,254,108 | — | |||||||||||||||||||||||
Less: debt discount | (3,000,363 | ) | — | ||||||||||||||||||||||
Amortization of debt discount | 50,485 | — | |||||||||||||||||||||||
3,304,230 | — | ||||||||||||||||||||||||
Tennenbaum Capital Partners, LLC : | |||||||||||||||||||||||||
Face value | 25,000,000 | — | |||||||||||||||||||||||
Less: debt discount | (500,000 | ) | |||||||||||||||||||||||
Less: short-term portion of debt | (2,520,452 | ) | — | ||||||||||||||||||||||
21,979,548 | — | ||||||||||||||||||||||||
Long-term debt, net | 34,653,101 | 23,209,629 | |||||||||||||||||||||||
Principal Repayments of Outstanding Loans Payable | The principal repayments of the outstanding loans payable are as follows: | ||||||||||||||||||||||||
SCA | SJIF | FEDDEV | AAFC | TPC | Total | ||||||||||||||||||||
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||
January 2015 - December 2015 | — | — | 457,255 | — | 2,520,452 | 2,977,707 | |||||||||||||||||||
January 2016 - December 2016 | 86,199 | — | 1,819,665 | 573,768 | 10,696,793 | 13,176,425 | |||||||||||||||||||
January 2017 - December 2017 | 86,199 | — | 1,819,665 | 688,521 | 11,782,755 | 14,377,140 | |||||||||||||||||||
January 2018 - December 2018 | 86,199 | — | 1,819,665 | 688,521 | — | 2,594,385 | |||||||||||||||||||
January 2019 and thereafter | 172,403 | 6,249,585 | 3,181,741 | 4,303,298 | — | 13,907,418 | |||||||||||||||||||
Total | 431,000 | 6,249,585 | 9,097,991 | 6,254,108 | 25,000,000 | 47,033,075 | |||||||||||||||||||
Deferred_Grants_Tables
Deferred Grants (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Receivables [Abstract] | |||||||||
Summary of Outstanding Current Liability Deferred Grant | The balance of the outstanding current liability deferred grant is as follows: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
SDTC | 2,067,385 | 2,834,906 | |||||||
SCA | 207,417 | 226,234 | |||||||
Total | 2,274,802 | 3,061,140 | |||||||
Financial_charges_income_Table
Financial charges (income) (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt Instruments [Abstract] | |||||||||||||
Schedule of Financial Charges or Income Net | Year Ended December 31 | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
End of term charge on long-term debt (Note 8) | 2,382,293 | 492,707 | — | ||||||||||
Interest on long-term debt | 2,420,984 | 1,305,556 | — | ||||||||||
Revaluation of the warrants financial liability (Note 13) | 7,200,000 | (10,308,000 | ) | — | |||||||||
Issuance costs of the warrants financial liability | — | 1,131,200 | — | ||||||||||
Other interest charge (income), net | (266,150 | ) | (54,572 | ) | — | ||||||||
Total financial charges (income), net | 11,737,127 | (7,433,109 | ) | — | |||||||||
Commitments_and_contingencies_
Commitments and contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Schedule of Future Lease Payments | Future lease payments aggregate $1,655,050 as at December 31, 2014 and include the following future amounts payable on a twelve month basis: | |||
December 31, 2014 | ||||
$ | ||||
2015 | 383,246 | |||
2016 | 220,906 | |||
2017 | 173,468 | |||
2018 | 177,436 | |||
2019 | 200,834 | |||
Thereafter | 499,160 | |||
Schedule of Royalty Payments and Commitments Related to Purchase Obligations and Service Payments | As of December 31, 2014, the Company has commitments related to royalty payments as follows: | |||
December 31, 2014 | ||||
$ | ||||
2015 | 562,667 | |||
2016 | 523,500 | |||
2017 | 652,667 | |||
2018 | 736,000 | |||
2019 | 736,000 | |||
Thereafter | 6,407,167 | |||
BioAmber Sarnia [Member] | ||||
Schedule of Royalty Payments and Commitments Related to Purchase Obligations and Service Payments | As of December 31, 2014, BioAmber Sarnia has commitments related to purchase obligations and service payments as follows: | |||
December 31, 2014 | ||||
$ | ||||
2015 | 1,276,214 | |||
2016 | 2,323,733 | |||
2017 | 2,541,857 | |||
2018 | 2,541,857 | |||
2019 | 2,541,857 | |||
Thereafter | 8,682,382 | |||
Redeemable_noncontrolling_inte1
Redeemable non-controlling interest (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | |||||
Schedule of Redeemable Non-controlling Interest Activity | The following table reflects the activity of the redeemable non-controlling interest: | ||||
Balance, January 1, 2014 | $ | — | |||
Reclassification of non-controlling interest to redeemable | 2,125,925 | ||||
non-controlling interest | |||||
Mitsui’s additional capital contribution | 24,608,700 | ||||
Net loss attributable to redeemable non-controlling interest (NCI) | (874,890 | ) | |||
Accumulated other comprehensive income attributable to NCI | (1,669,323 | ) | |||
Balance, December 31, 2014 | 24,190,412 | ||||
Share_capital_Tables
Share capital (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Schedule of Assumptions Using Black-Scholes Option Pricing Model | The fair value of options granted during the years ended December 31, 2014, 2013 and 2012 was determined using the Black-Scholes option pricing model and the following weighted-average assumptions: | ||||||||||||||||||
Year ended December 31, | |||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||
Risk-free interest rate | 1.91 | % | 1.98 | % | 1.84 | % | |||||||||||||
Expected life ( in years ) | 6.25 | 6.72 | 10 | ||||||||||||||||
Volatility | 55.71 | % | 60.37 | % | 77.34 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||||
Summary of Stock-Based Compensation Expense | Stock-based compensation expense was allocated as follows: | ||||||||||||||||||
Year Ended December 31 | |||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||
$ | $ | $ | |||||||||||||||||
General and administrative | 2,908,233 | 2,258,766 | 2,407,921 | ||||||||||||||||
Research and development | 3,006,039 | 3,399,366 | 4,349,071 | ||||||||||||||||
Sales and marketing | 1,034,933 | 1,073,407 | 674,270 | ||||||||||||||||
Total compensation expense | 6,949,205 | 6,731,539 | 7,431,262 | ||||||||||||||||
Summary of Options Activity | The following table summarizes activity under the Plan: | ||||||||||||||||||
Numbers | Weighted | Weighted | Aggregate | ||||||||||||||||
of | Average | Average | Intrinsic | ||||||||||||||||
options | Exercise | Remaining | Value | ||||||||||||||||
Price | Contractual | ||||||||||||||||||
life | |||||||||||||||||||
(Years) | |||||||||||||||||||
Outstanding at December 31, 2013 | 4,329,560 | $ | 8.46 | 8.44 | $ | 4,790,470 | |||||||||||||
Granted | 1,091,901 | 10.28 | |||||||||||||||||
Exercised | (30,701 | ) | 5.88 | ||||||||||||||||
Forfeited or expired | (467,164 | ) | 21.2 | ||||||||||||||||
Outstanding at December 31, 2014 | 4,923,596 | $ | 7.67 | 8 | $ | 7,417,034 | |||||||||||||
Exercisable at December 31, 2014 | 2,391,535 | $ | 6.82 | 6.76 | $ | 5,406,924 | |||||||||||||
Summary of Outstanding and Exercisable Stock Options | The following table summarizes information associated with outstanding and exercisable stock options at December 31, 2014: | ||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||
Exercise prices | Number of | Weighted-Average | Number of | Weighted-Average | |||||||||||||||
Options | Remaining | Options | Remaining | ||||||||||||||||
Contractual | Contractual | ||||||||||||||||||
Life inYears | Life in Years | ||||||||||||||||||
1.07 | 420,000 | 4 | 420,000 | 4 | |||||||||||||||
4.55 | 20,000 | 8.6 | 7,083 | 8.6 | |||||||||||||||
5.74 - 5.84 | 521,000 | 5.59 | 510,688 | 5.52 | |||||||||||||||
6.49 - 6.98 | 2,030,333 | 8.86 | 671,727 | 8.86 | |||||||||||||||
7.95 | 15,000 | 8.85 | 3,750 | 8.85 | |||||||||||||||
9.65 - 10.55 | 1,845,263 | 8.58 | 773,288 | 7.65 | |||||||||||||||
11.94 - 12.55 | 47,000 | 9.24 | 5,000 | 9.06 | |||||||||||||||
14.54 | 25,000 | 9.06 | — | — | |||||||||||||||
$ 1.07 - 14.54 | 4,923,596 | 8 | 2,391,535 | 6.76 | |||||||||||||||
Summary of Warrants Outstanding to Acquire Common Shares | As at December 31, 2014, the Company had the following warrants outstanding to acquire common shares: | ||||||||||||||||||
Number | Exercise price | Expiration date | |||||||||||||||||
334,541 | $ | 1.07 | February 2014 - September 2019 | ||||||||||||||||
610,890 | $ | 1.43 | 1-Feb-19 | ||||||||||||||||
208,950 | $ | 5.74 | October 2014 - June 2019 | ||||||||||||||||
94,745 | $ | 10.55 | 1-Apr-21 | ||||||||||||||||
4,000,000 | $ | 11 | 1-May-17 | ||||||||||||||||
5,249,126 | |||||||||||||||||||
Warrants | |||||||||||||||||||
Schedule of Assumptions Using Black-Scholes Option Pricing Model | The fair value of the warrants was determined to be $2.02 per warrant using the Black-Scholes option pricing model using the following assumptions: | ||||||||||||||||||
Risk free interest rate | 0.54% | ||||||||||||||||||
Expected life | 4 years | ||||||||||||||||||
Volatility | 56.06% | ||||||||||||||||||
Expected dividend yield | 0% | ||||||||||||||||||
Forfeiture rate | 0% | ||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule Components of Loss Before Income Taxes | The loss from continuing operations before income taxes was as follows: | ||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
United States | (42,589,140 | ) | (26,392,960 | ) | (29,160,125 | ) | |||||||
Canada and other | (4,632,339 | ) | (7,295,528 | ) | (10,323,273 | ) | |||||||
Loss from continuing operations before income taxes | (47,221,479 | ) | (33,688,488 | ) | (39,483,398 | ) | |||||||
Schedule of Income Tax Expense | The income tax expense was as follows: | ||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
United States | — | — | — | ||||||||||
Canada and other | 75,371 | 102,794 | 55,065 | ||||||||||
Loss from continuing operations before income taxes | 75,371 | 102,794 | 55,065 | ||||||||||
Schedule of Differences between the Statutory Income Tax Rates and the Effective Income Tax Rates Applied to the Loss Before Income Taxes | Differences between the statutory income tax rates and the effective income tax rates applied to the loss before income taxes consisted of the following: | ||||||||||||
Year Ended December 31 | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
Loss before income taxes | 47,221,479 | 33,688,488 | 39,483,398 | ||||||||||
U.S. statutory tax rates | 35 | % | 35 | % | 35 | % | |||||||
Expected income tax recovery | (16,527,518 | ) | (11,790,971 | ) | (13,819,189 | ) | |||||||
Impact of unrecognized tax benefits | — | 47,000 | 3,862,000 | ||||||||||
Net increase in valuation allowance and other | 5,476,987 | 11,846,765 | 10,012,254 | ||||||||||
Loss of tax attributes due to a liquidation | 11,125,902 | — | — | ||||||||||
Provision for income taxes | 75,371 | 102,794 | 55,065 | ||||||||||
Summary of Net Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant components of the deferred income tax assets and deferred income tax liabilities are presented below: | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
$ | $ | ||||||||||||
Deferred tax assets | |||||||||||||
Net operating loss carryforwards | 37,082,504 | 30,848,361 | |||||||||||
Interest accretion | 198,068 | 198,068 | |||||||||||
Stock options | 10,510,326 | 7,716,746 | |||||||||||
Depreciable and amortizable assets | 1,177,364 | 428,475 | |||||||||||
Foreign tax credits | 924,768 | 849,397 | |||||||||||
Foreign currency differences | 385,710 | 324,966 | |||||||||||
Total gross deferred income tax assets | 50,278,740 | 40,366,013 | |||||||||||
Less: valuation allowance | (50,278,740 | ) | (40,366,013 | ) | |||||||||
Total deferred income tax assets | — | — | |||||||||||
Schedule of Total Amounts of Unrecognized Tax Benefits | The following is a roll forward of the total amounts of unrecognized tax benefits: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
Unrecognized tax benefits—beginning of period | 7,667,898 | 7,518,104 | 3,601,039 | ||||||||||
Gross decreases—tax positions in prior periods | (3,628,235 | ) | — | — | |||||||||
Gross increases—tax positions in current periods | - | 149,794 | 3,917,065 | ||||||||||
Unrecognized tax benefits—end of period | 4,039,663 | 7,667,898 | 7,518,104 | ||||||||||
Related_party_transactions_Tab
Related party transactions (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Related Party Transactions [Abstract] | |||||||||||||
Schedule of Transactions with Related Parties | Transactions with related parties not disclosed elsewhere were as follows: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
$ | $ | $ | |||||||||||
Product sales to companies under the common control of a | — | — | 148,993 | ||||||||||
shareholder | |||||||||||||
Product sales to a shareholder | 119,824 | 424,796 | — | ||||||||||
Toll manufacturing services provided by ARD recorded as | 360,805 | 540,785 | 94,000 | ||||||||||
research and development expenses | |||||||||||||
Toll manufacturing services provided by ARD initially | 1,156,420 | — | — | ||||||||||
recorded as cost of goods sold | |||||||||||||
Toll manufacturing services provided by ARD initially | 4,518,246 | 3,307,839 | 3,032,301 | ||||||||||
recorded as inventory | |||||||||||||
Land purchased from Lanxess | — | — | 338,550 | ||||||||||
Services provided by Saltigo, a subsidiary of Lanxess, | — | — | 387,440 | ||||||||||
recorded as research and development expenses | |||||||||||||
Business_segments_Tables
Business segments (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||
Non-Current Assets of Company Geographic Segment | For the purpose of geographic segment reporting, the non-current assets of the Company are allocated as follows: | ||||||||||||||||||||||||
Europe | North America | Consolidated | |||||||||||||||||||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Property and equipment, net | — | 3,333 | 88,664,899 | 13,550,946 | 88,664,899 | 13,554,279 | |||||||||||||||||||
Investment in equity method investments | — | — | 34,817 | 710,333 | 34,817 | 710,033 | |||||||||||||||||||
Intangible assets, net (Note 6) | 4,158,550 | 4,158,550 | 174,361 | — | 4,332,911 | 4,158,550 | |||||||||||||||||||
Goodwill | 625,364 | 692,788 | — | — | 625,364 | 692,788 | |||||||||||||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Selected Quarterly Financial Data | The following table contains quarterly financial information for 2014 and 2013. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. | ||||||||||||||||||||
2014 | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
Total revenue | $ | 350,661 | $ | 414,600 | $ | 469,315 | $ | 308,475 | $ | 1,543,051 | |||||||||||
Total operating expenses | 7,572,016 | 8,541,654 | 7,308,783 | $ | 7,281,728 | 30,704,181 | |||||||||||||||
Loss from operations | 7,501,215 | 10,378,155 | 8,287,287 | $ | 9,038,265 | 35,204,922 | |||||||||||||||
Net loss | 19,952,041 | 14,145,140 | 8,466,191 | $ | 4,733,478 | 47,296,850 | |||||||||||||||
Net loss per share applicable to common | $ | 1.07 | $ | 0.75 | $ | 0.39 | $ | 0.22 | $ | 2.32 | |||||||||||
stockholders—basic | |||||||||||||||||||||
2013 | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
Total revenue | $ | 330,722 | $ | 1,028,389 | $ | 866,529 | $ | 439,597 | $ | 2,665,237 | |||||||||||
Total operating expenses | 10,176,341 | 18,706,131 | 6,714,036 | $ | 8,248,672 | $ | 43,845,180 | ||||||||||||||
Loss from operations | 9,845,619 | 17,677,742 | 5,847,507 | $ | 7,809,075 | $ | 41,179,943 | ||||||||||||||
Net loss | 9,615,966 | 7,224,683 | 8,966,756 | $ | 7,983,877 | $ | 33,791,282 | ||||||||||||||
Net loss per share applicable to common | $ | 0.92 | $ | 0.47 | $ | 0.48 | $ | 0.42 | $ | 2.13 | |||||||||||
stockholders—basic | |||||||||||||||||||||
Description_of_the_Business_Ad
Description of the Business - Additional Information (Detail) (Bioamber S.A.S. [Member]) | Dec. 31, 2014 | Sep. 30, 2010 |
Bioamber S.A.S. [Member] | ||
Schedule Of Description Of Business [Line Items] | ||
Company acquired interest of joint venture | 50.00% | 50.00% |
Summary_of_significant_account3
Summary of significant accounting policies - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 08, 2008 | Jun. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Unit | ||||||
Segment | ||||||
Organization And Significant Accounting Policies [Line Items] | ||||||
Cash equivalents as highly liquid investments original maturity | Three months or less | |||||
Restricted cash | $646,500 | $0 | ||||
Provision for doubtful accounts | 0 | 0 | ||||
Additional unamortized value in-process research and development write-off | 834,000 | 1,200,000 | 8,619,405 | 1,212,690 | ||
Acquisition | 7,800,000 | |||||
Number of reporting unit | 1 | |||||
Impairment of goodwill | 0 | 0 | 0 | |||
Retirement obligation related to leased premises | 37,500 | 45,000 | 45,000 | 37,500 | ||
Leasing period | 4 years | |||||
Cumulative lease amount to be recognized | 180,000 | |||||
Proceeds from government grants | 29,200,000 | |||||
Cost of construction in progress | 14,400,000 | |||||
Period of awards granted | 10 years | 10 years | ||||
Company's authorized share of common stock | 1 | |||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||
Environmental liabilities identified | 0 | |||||
Number of business segment | 1 | |||||
Vesting Period Three [Member] | ||||||
Organization And Significant Accounting Policies [Line Items] | ||||||
Stock option vesting period | 4 years | |||||
Sales [Member] | International Flavor and Fragrances, Inc and Brenntag [Member] | ||||||
Organization And Significant Accounting Policies [Line Items] | ||||||
Consolidated revenue from customers | 47.00% | |||||
Sales [Member] | International Flavor and Fragrances, Inc and Mitsubishi Chemical [Member] | ||||||
Organization And Significant Accounting Policies [Line Items] | ||||||
Consolidated revenue from customers | 64.00% | |||||
Sinoven Patents [Member] | ||||||
Organization And Significant Accounting Policies [Line Items] | ||||||
Additional unamortized value in-process research and development write-off | 398,749 | |||||
In Process Research and Development [Member] | ||||||
Organization And Significant Accounting Policies [Line Items] | ||||||
Additional unamortized value in-process research and development write-off | $813,941 | |||||
Minimum [Member] | ||||||
Organization And Significant Accounting Policies [Line Items] | ||||||
Period of estimated useful lives | 5 years | |||||
Maximum [Member] | ||||||
Organization And Significant Accounting Policies [Line Items] | ||||||
Period of estimated useful lives | 15 years |
Summary_of_significant_account4
Summary of significant accounting policies - Property and Equipment, Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 8 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 15 years |
Computers, Office Equipment and Peripherals [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 3 years |
Computers, Office Equipment and Peripherals [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 7 years |
Summary_of_significant_account5
Summary of significant accounting policies - Intangible assets, Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum [Member] | Computer Software [Member] | |
Organization And Significant Accounting Policies [Line Items] | |
Intangible assets, Estimated Useful Life | P2Y |
Minimum [Member] | License [Member] | |
Organization And Significant Accounting Policies [Line Items] | |
Intangible assets, Estimated Useful Life | P2Y |
Maximum [Member] | Computer Software [Member] | |
Organization And Significant Accounting Policies [Line Items] | |
Intangible assets, Estimated Useful Life | P5Y |
Maximum [Member] | License [Member] | |
Organization And Significant Accounting Policies [Line Items] | |
Intangible assets, Estimated Useful Life | P15Y |
Summary_of_significant_account6
Summary of significant accounting policies - Net Loss Per Share Basic and Diluted (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Historical net loss per share: | |||||||||||
Net loss attributable to BioAmber Inc. | $46,421,960 | $33,217,758 | $39,351,050 | ||||||||
Net loss per share attributable to BioAmber Inc. shareholders - basic | $0.22 | $0.39 | $0.75 | $1.07 | $0.42 | $0.48 | $0.47 | $0.92 | $2.32 | $2.13 | $3.82 |
Weighted-average of common shares outstanding - basic | 20,016,180 | 15,590,814 | 10,296,633 |
Investment_in_AmberWorks_LLC_A
Investment in AmberWorks LLC - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 15, 2012 | 6-May-14 | Feb. 28, 2010 | |
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Revenue | $308,475 | $469,315 | $414,600 | $350,661 | $439,597 | $866,529 | $1,028,389 | $330,722 | $1,543,051 | $2,665,237 | $2,291,367 | |||
Net loss | 46,421,960 | 33,217,758 | 39,351,050 | |||||||||||
Total assets | 152,440,400 | 114,079,014 | 152,440,400 | 114,079,014 | ||||||||||
Total liabilities | 70,720,589 | 46,945,169 | 70,720,589 | 46,945,169 | ||||||||||
Amber Works L L C [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Revenue | 0 | 0 | ||||||||||||
Net loss | 431 | 30,992 | ||||||||||||
Total assets | 69,634 | 1,420,066 | 69,634 | 1,420,066 | ||||||||||
Total liabilities | 0 | 0 | 0 | 0 | ||||||||||
Sinoven [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 75.00% | |||||||||||||
Sinoven Biopolymers Inc [Member] | Amber Works L L C [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | |||||||||||||
Initial cash contribution | 1,000,000 | |||||||||||||
Net loss | 216 | 15,496 | ||||||||||||
Total assets | 34,817 | 710,033 | 34,817 | 710,033 | ||||||||||
Sinoven Biopolymers Inc And Nature Works LLC [Member] | Amber Works L L C [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | |||||||||||||
Initial cash contribution | 1,000,000 | |||||||||||||
Sinoven and Nature Works LLC [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | |||||||||||||
Capital Distribution | $1,350,000 |
Inventories_and_Prepaid_expens1
Inventories and Prepaid expenses and deposits - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | ||
Finished goods inventory | $1,800,000 | $2,400,000 |
Inventory reserve | 2,300,000 | 0 |
Prepaid expenses and deposits | $765,539 | $5,131,367 |
Property_and_equipment_Schedul
Property and equipment - Schedule of Property and Equipment (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Line Items] | ||
Land | 290,349 | $316,689 |
Furniture and fixtures | 77,448 | 80,081 |
Machinery and equipment | 1,215,561 | 747,549 |
Computers, office equipment and peripherals | 134,248 | 238,143 |
Leasehold improvement | 12,342 | |
Construction in-progress | 101,664,351 | 16,784,763 |
Grants applied to construction in-progress | -14,362,312 | -4,338,168 |
Property and equipment, gross | 89,031,987 | 13,829,057 |
Less: accumulated depreciation | -367,088 | -274,778 |
Property and equipment, net | 88,664,899 | $13,554,279 |
Leasehold improvement [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 10 years | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 5 years | |
Minimum [Member] | Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 5 years | |
Minimum [Member] | Computers, Office Equipment and Peripherals [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 3 years | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 8 years | |
Maximum [Member] | Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 15 years | |
Maximum [Member] | Computers, Office Equipment and Peripherals [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 7 years |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $209,973 | $162,614 | $80,654 |
Intangible_assets_Schedule_of_
Intangible assets - Schedule of Intangible Assets (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Intellectual property, patents and licenses: | ||
Intellectual property, patents and licenses, Beginning balance | $4,878,813 | $12,644,197 |
Write-off of patents and completed IPR&D | -7,785,384 | |
Intellectual property, patents and licenses, Ending Balance | 4,878,813 | 4,878,813 |
Foreign currency translation adjustment | -350,074 | -350,074 |
Intellectual property, patents and licenses, after currency translation | 4,528,739 | 4,528,739 |
Less: accumulated amortization | -4,528,739 | -4,528,739 |
Acquired in-process research and development | 4,158,550 | 4,158,550 |
Computer software and licenses | 279,201 | |
Less: accumulated amortization | -104,840 | |
Intangible assets, net | $4,332,911 | $4,158,550 |
Intangible_assets_Additional_I
Intangible assets - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $50,499 | $1,001,968 | $2,035,294 |
Accounts_payable_and_accrued_l2
Accounts payable and accrued liabilities - Summary of Accounts Payable and Accrued Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables And Accruals [Abstract] | ||
Trade accounts payable | $13,184,825 | $4,020,205 |
Accrued payroll and bonus | 2,232,590 | 2,291,369 |
Consulting and legal fees | 614,993 | 203,958 |
Other | 427,510 | 565,939 |
Total | $16,459,918 | $7,081,471 |
Longterm_debt_Sustainable_Jobs
Long-term debt - Sustainable Jobs and Investment Fund (SJIF) - Additional Information (Detail) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2011 | Sep. 30, 2011 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | CAD | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | |
USD ($) | CAD | USD ($) | USD ($) | CAD | Condition One [Member] | Condition Two [Member] | First disbursement [Member] | First disbursement [Member] | First disbursement [Member] | Second disbursement [Member] | Second disbursement [Member] | Second disbursement [Member] | Third disbursement [Member] | Third disbursement [Member] | Third disbursement [Member] | |||
Job | Job | USD ($) | Loans Payable | Loans Payable | USD ($) | Loans Payable | Loans Payable | USD ($) | Loans Payable | Loans Payable | ||||||||
Installment | Installment | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | |||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loan granted under the Contribution agreement | $6,249,585 | 7,250,000 | $873,922 | $12,929,920 | 15,000,000 | |||||||||||||
Period for interest free loan | 5 years | 5 years | ||||||||||||||||
Number of jobs | 31 | 31 | ||||||||||||||||
Annual rate for interest of loan | 3.98% | 5.98% | ||||||||||||||||
Number of annual installments | 5 | 5 | ||||||||||||||||
Proceeds from loans disbursement | 1,724,000 | 2,000,000 | 801,234 | 929,000 | 4,289,073 | 4,976,000 | 1,159,278 | 1,345,000 | ||||||||||
Discounted amount of the loan | 429,388 | 2,229,828 | 627,164 | |||||||||||||||
Discount rate of debt | 15.00% | 15.00% | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||
Debt discount | $2,963,205 | $405,580 | $371,846 | $2,059,245 | $532,114 |
Longterm_debt_Sustainable_Chem
Long-term debt - Sustainable Chemistry Alliance (SCA) - Additional Information (Detail) | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
USD ($) | USD ($) | Sustainable Chemistry Alliance [Member] | Sustainable Chemistry Alliance [Member] | Sustainable Chemistry Alliance [Member] | Sustainable Chemistry Alliance [Member] | |
USD ($) | USD ($) | CAD | USD ($) | |||
Installment | ||||||
Debt Instrument [Line Items] | ||||||
Loan granted under the Contribution agreement | $431,000 | 500,000 | $470,100 | |||
Annual rate for interest of loan | 5.00% | |||||
Number of quarterly installments | 20 | |||||
Quarterly installment amount | 25,000 | |||||
Starting period of repayment of principal amount | 2015-11 | |||||
Ending period of repayment of principal amount | 2020-11 | |||||
Aggregate principle payment of loan outstanding | 60,000,000 | 45,000,000 | ||||
Discounted amount of the loan | 223,583 | |||||
Discount rate of debt | 15.00% | |||||
Discounted amount of the loan | $2,274,802 | $3,061,140 | $207,417 |
Longterm_debt_Federal_Economic
Long-term debt - Federal Economic Development Agency (FEDDEV) - Additional Information (Detail) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 20, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Sep. 30, 2011 | Sep. 30, 2011 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | 31-May-14 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | CAD | USD ($) | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | |
USD ($) | USD ($) | USD ($) | CAD | USD ($) | CAD | Amendment [Member] | Second Amendment | Loans Payable | Loans Payable | Loans Payable | Loans Payable | Loans Payable | Loans Payable | Loans Payable | Loans Payable | Loans Payable | Loans Payable | Loans Payable | Loans Payable | Loans Payable | ||||
First disbursement [Member] | First disbursement [Member] | Second disbursement [Member] | Second disbursement [Member] | Third disbursement [Member] | Third disbursement [Member] | Third disbursement [Member] | Fourth disbursement [Member] | Fourth disbursement [Member] | Fifth disbursement [Member] | Fifth disbursement [Member] | Six disbursement [Member] | Six disbursement [Member] | ||||||||||||
USD ($) | CAD | USD ($) | CAD | USD ($) | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Loan granted under the Contribution agreement | $9,097,991 | $5,405,259 | 10,554,600 | $10,343,936 | 12,000,000 | |||||||||||||||||||
Starting period of repayment of principal amount | 2013-10 | 2014-10 | 2015-10 | |||||||||||||||||||||
Ending period of repayment of principal amount | 2018-10 | 2019-10 | 2020-10 | |||||||||||||||||||||
Repayment term of principal amount in installments | 60 months | |||||||||||||||||||||||
Proceeds from loans disbursement | 1,724,000 | 2,000,000 | 3,141,971 | 3,645,000 | 190,501 | 221,000 | 1,622,877 | 1,882,700 | 2,743,901 | 3,183,200 | 787,174 | 913,200 | 611,567 | 709,500 | ||||||||||
Discounted amount of the loan | 1,920,056 | 122,225 | 1,016,679 | 1,788,514 | 528,642 | 418,965 | ||||||||||||||||||
Discount rate of debt | 15.00% | 15.00% | 15.00% | 15.00% | 15.00% | 15.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||
Discounted amount of the loan | 2,274,802 | 3,061,140 | 1,221,915 | 68,276 | 606,198 | 955,387 | 258,532 | 192,602 | ||||||||||||||||
Gains (Losses) On Extinguishment Of Debt | ($170,729) | $314,305 | $314,305 | $696,846 | $299,852 | $451,450 |
Longterm_debt_Hercules_Technol
Long-term debt - Hercules Technology Growth Capital, Inc. (HTGC) - Additional Information (Detail) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 15, 2014 | Aug. 15, 2014 | Jan. 29, 2014 | Jan. 29, 2014 | Dec. 17, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Jan. 24, 2014 | |
USD ($) | USD ($) | Mitsui [Member] | Mitsui [Member] | Mitsui [Member] | Mitsui [Member] | Hercules Technology Growth Capital, Inc [Member] | Hercules Technology Growth Capital, Inc [Member] | Hercules Technology Growth Capital, Inc [Member] | Loans Payable | Loans Payable | |
USD ($) | CAD | USD ($) | CAD | USD ($) | USD ($) | USD ($) | Hercules Technology Growth Capital, Inc [Member] | Hercules Technology Growth Capital, Inc [Member] | |||
USD ($) | Mitsui [Member] | ||||||||||
USD ($) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Senior secured loan | $19,200,000 | $25,000,000 | $25,000,000 | ||||||||
Percentage of loan fee funded for secured term loan | 2.50% | ||||||||||
Period of repayment of term loan | 36 months | 36 months | |||||||||
Floating interest rate | 9.50% | 10.00% | |||||||||
Percentage spread on prime rate | 6.75% | ||||||||||
Percentage of term charge | 8.25% | 11.50% | |||||||||
Loan amount | 25,000,000 | 2,900,000 | 2,875,000 | ||||||||
Equity contribution by joint venture partner | 16,500,000 | 18,000,000 | 8,100,000 | 9,000,000 | 1,500,000 | 9,000,000 | |||||
Percentage of prepayment fee | 3.00% | 2.00% | |||||||||
Percentage of prepayment fee after 12 months | 1.00% | ||||||||||
Payoff amount | 22,400,000 | ||||||||||
Prepayment fee | 192,000 | ||||||||||
Accrued interest | 123,000 | ||||||||||
Gains (Losses) On Extinguishment Of Debt | ($170,729) | $314,305 | ($622,179) |
Longterm_debt_Minister_of_Agri
Long-term debt - Minister of Agriculture and Agri-Food of Canada (AAFC) - Additional Information (Detail) | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Mar. 10, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | CAD | USD ($) | Minister of Agriculture and Agri Food of Canada [Member] | Minister of Agriculture and Agri Food of Canada [Member] | Minister of Agriculture and Agri Food of Canada [Member] | Minister of Agriculture and Agri Food of Canada [Member] | Minister of Agriculture and Agri Food of Canada [Member] | |
USD ($) | CAD | CAD | First disbursement [Member] | First disbursement [Member] | ||||
USD ($) | CAD | |||||||
Debt Instrument [Line Items] | ||||||||
Loan granted under the Contribution agreement | $6,254,108 | 7,255,000 | 10,000,000 | |||||
Starting period of repayment of loan | 31-Mar-16 | |||||||
Ending period of repayment of loan | 31-Mar-25 | |||||||
Proceeds from loans disbursement | 1,724,000 | 2,000,000 | 4,530,108 | 5,255,346 | ||||
Discounted amount of the loan | 884,053 | 2,369,693 | ||||||
Discount rate of debt | 12.00% | 12.00% | 12.00% | |||||
Discounted amount of the loan | $2,274,802 | $3,061,140 | $839,947 | $2,160,415 |
Longterm_debt_Comerica_Bank_Ex
Long-term debt - Comerica Bank, Export Development Canada and Farm Credit Canada - Additional Information (Detail) | 12 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Jun. 20, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
Comerica Bank Export Development Canada And Farm Credit Canada [ Member] | Comerica Bank Export Development Canada And Farm Credit Canada [ Member] | Comerica Bank Export Development Canada And Farm Credit Canada [ Member] | Comerica Bank Export Development Canada And Farm Credit Canada [ Member] | Comerica Bank Export Development Canada And Farm Credit Canada [ Member] | ||
Loan Agreement [Member] | Loan Agreement [Member] | Loan Agreement [Member] | Loan Agreement [Member] | Loan Agreement [Member] | ||
CAD | USD ($) | CAD | Mitsui [Member] | BioAmber Sarnia [Member] | ||
Debt Instrument [Line Items] | ||||||
Senior secured loan | 20,000,000 | |||||
Variable interest rate | 1.00% | |||||
Interest spread on variable rate | 5.00% | |||||
Repayment terms | The loanbs principal will be repaid in 26 equal, quarterly installments beginning three months after the completion of the commissioning and start-up phase of the Sarnia plant, but at the latest on June 30, 2015. | |||||
Upfront fee percentage | 2.50% | |||||
Deferred financing costs | 500,000 | 430,997 | ||||
Commitment fee percentage | 2.00% | 1.00% | ||||
Percentage Of Secured Obligations | 30.00% | 70.00% | ||||
Debt Instrument, Increase, Accrued Interest | 6,000,000 | |||||
Minimum debt service ratio | 1.75 |
Longterm_debt_Tennenbaum_Capit
Long-term debt - Tennenbaum Capital Partners, LLC (TCP) - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 17, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||
Commitment fee percentage | 2.00% | ||
Period of repayment of term loan | 36 months | ||
Floating interest rate | 9.50% | ||
Percentage of term charge | 8.25% | ||
Loan amount | $25,000,000 | ||
Percentage of prepayment fee | 3.00% | ||
Deferred financing cost | 1,043,788 | ||
Senior Secured Term Loan | |||
Debt Instrument [Line Items] | |||
Senior secured loan | 25,000,000 | ||
Hercules Technology Growth Capital, Inc [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured loan | 19,200,000 | 25,000,000 | |
Loan amount | 2,900,000 | ||
Tennenbaum Capital Partners, LLC [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured loan | 25,000,000 | ||
Period of repayment of term loan | 3 years | ||
Debt covenant, unrestricted cash balance requirement | 51,000,000 | ||
Date of debt covenant, unrestricted cash balance requirement to maintain | 31-Mar-16 | ||
Outstanding principal balance of the term loan | 12,500,000 | ||
Debt Instrument, Payment Terms | BioAmber Sarniabs trailing 6 month free cash flow shall be at least 85% of certain projections agreed to with the Lender. | ||
Deferred financing cost | 175,000 | ||
Tennenbaum Capital Partners, LLC [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt covenant, unrestricted cash balance requirement | $12,500,000 | ||
LIBOR rate [Member] | |||
Debt Instrument [Line Items] | |||
Percentage spread on prime rate | 9.27% | ||
LIBOR rate [Member] | Hercules Technology Growth Capital, Inc [Member] | |||
Debt Instrument [Line Items] | |||
Period of repayment of term loan | 3 months | ||
LIBOR rate [Member] | Tennenbaum Capital Partners, LLC [Member] | |||
Debt Instrument [Line Items] | |||
Period of repayment of term loan | 3 months | ||
Floating interest rate | 9.50% | ||
Percentage spread on prime rate | 9.27% |
Longterm_debt_Schedule_of_Outs
Long-term debt - Schedule of Outstanding Long Term Debt (Detail) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Sep. 30, 2011 | Sep. 30, 2011 | Mar. 20, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Sep. 30, 2011 | Sep. 30, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 17, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Mar. 10, 2014 | Dec. 31, 2014 | |
USD ($) | USD ($) | Sustainable Chemistry Alliance [Member] | Sustainable Chemistry Alliance [Member] | Sustainable Chemistry Alliance [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Hercules Technology Growth Capital, Inc [Member] | Hercules Technology Growth Capital, Inc [Member] | Hercules Technology Growth Capital, Inc [Member] | Minister of Agriculture and Agri Food of Canada [Member] | Minister of Agriculture and Agri Food of Canada [Member] | Minister of Agriculture and Agri Food of Canada [Member] | Tennenbaum Capital Partners, LLC [Member] | |
USD ($) | USD ($) | CAD | USD ($) | USD ($) | CAD | USD ($) | CAD | USD ($) | USD ($) | USD ($) | CAD | USD ($) | CAD | USD ($) | USD ($) | USD ($) | USD ($) | CAD | CAD | USD ($) | |||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face value | $431,000 | $470,100 | 500,000 | $6,249,585 | $873,922 | 7,250,000 | $12,929,920 | 15,000,000 | $9,097,991 | $5,405,259 | 10,554,600 | $10,343,936 | 12,000,000 | $25,000,000 | $19,200,000 | $6,254,108 | 7,255,000 | 10,000,000 | $25,000,000 | ||||
Less: debt discount | -207,417 | -226,234 | -2,963,205 | -405,580 | -3,302,910 | -2,068,429 | -3,000,363 | -500,000 | |||||||||||||||
Less: short-term portion of debt | -2,977,707 | -6,520,263 | -457,255 | -270,263 | -6,250,000 | -2,520,452 | |||||||||||||||||
Gain on debt extinguishment | 170,729 | -314,305 | -314,305 | -696,846 | -299,852 | 622,179 | |||||||||||||||||
Less: End of term charge | 2,382,293 | 492,707 | 492,707 | ||||||||||||||||||||
Amortization of debt discount | 814,653 | 300,000 | 97,778 | 83,344 | 248,000 | 55,401 | 872,602 | 349,254 | 50,485 | ||||||||||||||
Long-term debt, net | $34,653,101 | $23,209,629 | $321,361 | $327,210 | $3,534,380 | $523,743 | $5,513,582 | $3,115,969 | $19,242,707 | $3,304,230 | $21,979,548 |
Longterm_debt_Schedule_of_Outs1
Long-term debt - Schedule of Outstanding Long Term Debt (Parenthetical) (Detail) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2011 | Sep. 30, 2011 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2011 | Sep. 30, 2011 | Dec. 31, 2014 | Dec. 31, 2014 | Mar. 10, 2014 |
Sustainable Chemistry Alliance [Member] | Sustainable Chemistry Alliance [Member] | Sustainable Chemistry Alliance [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Sustainable Jobs and Investment Fund [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Federal Economic Development Agency [Member] | Minister of Agriculture and Agri Food of Canada [Member] | Minister of Agriculture and Agri Food of Canada [Member] | Minister of Agriculture and Agri Food of Canada [Member] | |
USD ($) | CAD | USD ($) | USD ($) | CAD | USD ($) | USD ($) | CAD | USD ($) | CAD | USD ($) | USD ($) | CAD | USD ($) | CAD | CAD | |
Debt Instrument [Line Items] | ||||||||||||||||
Senior secured loan | $431,000 | 500,000 | $470,100 | $6,249,585 | 7,250,000 | $873,922 | $12,929,920 | 15,000,000 | $9,097,991 | 10,554,600 | $5,405,259 | $10,343,936 | 12,000,000 | $6,254,108 | 7,255,000 | 10,000,000 |
Longterm_debt_Principal_Repaym
Long-term debt - Principal Repayments of Outstanding Loans Payable (Detail) (USD $) | Dec. 31, 2014 |
Schedule Of Outstanding Principal Balance And Related Carrying Amount Of Acquired Loans [Line Items] | |
January 2015 - December 2015 | $2,977,707 |
January 2016 - December 2016 | 13,176,425 |
January 2017 - December 2017 | 14,377,140 |
January 2018 - December 2018 | 2,594,385 |
January 2019 and thereafter | 13,907,418 |
Total | 47,033,075 |
Sustainable Chemistry Alliance [Member] | |
Schedule Of Outstanding Principal Balance And Related Carrying Amount Of Acquired Loans [Line Items] | |
January 2016 - December 2016 | 86,199 |
January 2017 - December 2017 | 86,199 |
January 2018 - December 2018 | 86,199 |
January 2019 and thereafter | 172,403 |
Total | 431,000 |
Sustainable Jobs and Investment Fund [Member] | |
Schedule Of Outstanding Principal Balance And Related Carrying Amount Of Acquired Loans [Line Items] | |
January 2019 and thereafter | 6,249,585 |
Total | 6,249,585 |
Federal Economic Development Agency [Member] | |
Schedule Of Outstanding Principal Balance And Related Carrying Amount Of Acquired Loans [Line Items] | |
January 2015 - December 2015 | 457,255 |
January 2016 - December 2016 | 1,819,665 |
January 2017 - December 2017 | 1,819,665 |
January 2018 - December 2018 | 1,819,665 |
January 2019 and thereafter | 3,181,741 |
Total | 9,097,991 |
Minister of Agriculture and Agri Food of Canada [Member] | |
Schedule Of Outstanding Principal Balance And Related Carrying Amount Of Acquired Loans [Line Items] | |
January 2016 - December 2016 | 573,768 |
January 2017 - December 2017 | 688,521 |
January 2018 - December 2018 | 688,521 |
January 2019 and thereafter | 4,303,298 |
Total | 6,254,108 |
Tennenbaum Capital Partners, LLC [Member] | |
Schedule Of Outstanding Principal Balance And Related Carrying Amount Of Acquired Loans [Line Items] | |
January 2015 - December 2015 | 2,520,452 |
January 2016 - December 2016 | 10,696,793 |
January 2017 - December 2017 | 11,782,755 |
Total | $25,000,000 |
Deferred_Grants_Additional_Inf
Deferred Grants - Additional Information (Detail) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Jul. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 |
USD ($) | USD ($) | Sustainable Chemistry Alliance [Member] | Sustainable Chemistry Alliance [Member] | Milestone I [Member] | Milestone I [Member] | Milestone I [Member] | Milestone I [Member] | Milestone II A [Member] | Milestone II A [Member] | Milestone II B [Member] | Milestone II B [Member] | Milestone III [Member] | Milestone III [Member] | Milestone IV [Member] | Sustainable Development Technology Canada [Member] | Sustainable Development Technology Canada [Member] | Sustainable Development Technology Canada [Member] | Amendment [Member] | Amendment [Member] | |
USD ($) | USD ($) | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | CAD | Minimum [Member] | Maximum [Member] | ||||||
CAD | CAD | |||||||||||||||||||
Deferred Grants [Line Items] | ||||||||||||||||||||
Grants to be received | $7,051,500 | 7,500,000 | 7,000,000 | 7,500,000 | 14,500,000 | |||||||||||||||
Milestone achievement date | 31-Oct-12 | 31-Dec-14 | 31-Dec-14 | 31-Dec-14 | 31-Dec-14 | 31-Mar-15 | 31-Mar-15 | 31-Dec-16 | ||||||||||||
Revenue received in grants | 1,709,110 | 1,982,726 | 772,895 | 896,300 | 2,067,385 | 2,398,359 | ||||||||||||||
Outstanding deferred grants | 2,274,802 | 3,061,140 | 207,417 | 226,234 | 2,599,116 | 3,015,000 | ||||||||||||||
Deferred grant percentage of holdback | 10.00% | |||||||||||||||||||
Loan grant portion deferred amount | $207,417 |
Deferred_Grants_Summary_of_Out
Deferred Grants - Summary of Outstanding Current Liability Deferred Grant (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Grants [Line Items] | ||
Total | $2,274,802 | $3,061,140 |
Sustainable Development Technology Canada [Member] | ||
Deferred Grants [Line Items] | ||
Total | 2,067,385 | 2,834,906 |
Sustainable Chemistry Alliance [Member] | ||
Deferred Grants [Line Items] | ||
Total | $207,417 | $226,234 |
Financial_charges_income_Sched
Financial charges (income) - Schedule of Financial Charges or Income Net (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ||
End of term charge on long-term debt (Note 8) | $2,382,293 | $492,707 |
Interest on long-term debt | 2,420,984 | 1,305,556 |
Revaluation of the warrants financial liability (Note 13) | 7,200,000 | -10,308,000 |
Issuance costs of the warrants financial liability | 1,131,200 | |
Other interest charge (income), net | -266,150 | -54,572 |
Total financial charges (income), net | $11,737,127 | ($7,433,109) |
Commitments_and_contingencies_1
Commitments and contingencies - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | USD ($) | USD ($) | BioAmber Sarnia [Member] | BioAmber Sarnia [Member] | |
USD ($) | CAD | ||||
Commitments And Contingencies [Line Items] | |||||
Future lease payments | $1,655,050 | ||||
Royalty Expense | 600,000 | 1,200,000 | 1,400,000 | ||
Payments related to agreements | 579,000 | 642,000 | |||
Litigations outstanding | $0 |
Commitments_and_contingencies_2
Commitments and contingencies - Schedule of Future Lease Payments (Detail) (USD $) | Dec. 31, 2014 |
Commitments And Contingencies Disclosure [Abstract] | |
2015 | $383,246 |
2016 | 220,906 |
2017 | 173,468 |
2018 | 177,436 |
2019 | 200,834 |
Thereafter | $499,160 |
Commitments_and_contingencies_3
Commitments and contingencies - Schedule of Royalty Payments (Detail) (USD $) | Dec. 31, 2014 |
Commitments And Contingencies Disclosure [Abstract] | |
2015 | $562,667 |
2016 | 523,500 |
2017 | 652,667 |
2018 | 736,000 |
2019 | 736,000 |
Thereafter | $6,407,167 |
Commitments_and_contingencies_4
Commitments and contingencies - Commitments Related to Purchase Obligations and Service Payments (Detail) (BioAmber Sarnia [Member], USD $) | Dec. 31, 2014 |
BioAmber Sarnia [Member] | |
Commitments And Contingencies [Line Items] | |
2015 | $1,276,214 |
2016 | 2,323,733 |
2017 | 2,541,857 |
2018 | 2,541,857 |
2019 | 2,541,857 |
Thereafter | $8,682,382 |
Redeemable_noncontrolling_inte2
Redeemable non-controlling interest - Additional Information (Detail) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Aug. 15, 2014 | Aug. 15, 2014 | Jan. 29, 2014 | Jan. 29, 2014 | Jan. 24, 2014 | |
USD ($) | Mitsui [Member] | Mitsui [Member] | Mitsui [Member] | Mitsui [Member] | Mitsui [Member] | |
USD ($) | CAD | USD ($) | CAD | |||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Amended joint venture agreement date | 24-Jan-14 | |||||
Equity contribution by joint venture partner | $16,500,000 | 18,000,000 | $8,100,000 | 9,000,000 | ||
Percentage of ownership maintained | 30.00% | 30.00% | 30.00% | 30.00% | ||
Percentage of ownership maintained | 50.00% | |||||
Put option expiration date | 31-Dec-18 | |||||
Reclassification of non-controlling interest to redeemable non-controlling interest | 2,125,925 | |||||
Estimated redeemable non-controlling interest redemption value | $13,800,000 |
Redeemable_noncontrolling_inte3
Redeemable non-controlling interest - Schedule of Redeemable Non-controlling Interest Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Statement Of Stockholders Equity [Abstract] | |||
Beginning balance | $0 | ||
Reclassification of non-controlling interest to redeemable non-controlling interest | 2,125,925 | ||
Mitsuibs additional capital contribution | 24,608,700 | ||
Net loss attributable to redeemable non-controlling interest (NCI) | -874,890 | -573,524 | -187,413 |
Accumulated other comprehensive income attributable to NCI | -1,669,323 | ||
Ending balance | $24,190,412 | $0 |
Share_capital_Additional_Infor
Share capital - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||||||
Feb. 06, 2012 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2013 | 1-May-13 | Apr. 10, 2013 | Apr. 14, 2011 | Apr. 13, 2011 | |
Schedule Of Capitalization Equity [Line Items] | ||||||||
Stock split of outstanding common stock | 35-for-1 forward stock split | |||||||
Common stock, par value | $0.01 | $0.01 | $0.01 | |||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 17,500,000 | 9,310,000 | |||
Preferred stock shares authorized | 5,000,000 | 1,190,000 | ||||||
Preferred stock, par value | $0.01 | |||||||
Voting rights on shareholders | Each share entitles the record holders thereof to one vote per share on all matters on which shareholders shall have the right to vote. | |||||||
Gross proceeds on private placement | $9,999,910 | |||||||
Common stock, shares issued | 351,050 | 21,836,046 | 18,558,369 | |||||
Common stock issued, price per share | $28.49 | |||||||
Payment of fees, expenses and underwriting discounts | 8,300,000 | |||||||
Legal Fees [Member] | ||||||||
Schedule Of Capitalization Equity [Line Items] | ||||||||
Payment of fees, expenses and underwriting discounts | $22,254 |
Share_capital_Initial_and_Seco
Share capital - Initial and Secondary Public Offerings - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||
9-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 24, 2014 | Jul. 21, 2014 | |
Schedule Of Capitalization Equity [Line Items] | |||||
Initial public offering | 8,000,000 | ||||
Share of common stock in IPO | 1 | ||||
Share of warrant stock in IPO | 1 | ||||
Price of common stock per unit | $10 | ||||
Warrants exercising commencing date | 8-Aug-13 | ||||
Warrants exercising ending date | 9-May-17 | ||||
Exercise price of common stock | $11 | ||||
Net proceeds from IPO | $71,700,000 | ||||
Payment of fees, expenses and underwriting discounts | 8,300,000 | ||||
Issuance costs of the warrants financial liability | 1,131,200 | ||||
IPO or Issuance of shares, value, net of issuance costs | 36,059,908 | 80,000,000 | |||
Secondary Public Offering [Member] | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
IPO or Issuance of shares, shares | 2,800,000 | ||||
Price per share issued | $12 | ||||
Stock options exercised, shares | 420,000 | ||||
Exercisable date | 24-Jul-14 | ||||
IPO or Issuance of shares, value, net of issuance costs | 38,600,000 | ||||
Net proceeds from IPO | 36,000,000 | ||||
Warrants | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance costs of the warrants financial liability | $1,100,000 |
Share_capital_Warrants_financi
Share capital - Warrants financial liability and Warrants - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Capitalization Equity [Line Items] | ||
Exercise price of common stock | $11 | |
Fair value of warrants | 2.02 | |
Liability recorded at unit issuance date | $16,100,000 | |
Closing value of per warrant | $1.63 | |
Financial charge related to warrants fair value adjustments | $7,200,000 | ($10,308,000) |
Class of Warrant One [Member] | ||
Schedule Of Capitalization Equity [Line Items] | ||
Additional number of warrants exercised | 3,430 | |
Additional warrants exercise price | $1.43 | |
Class of Warrant Two [Member] | ||
Schedule Of Capitalization Equity [Line Items] | ||
Additional number of warrants exercised | 3,500 | |
Additional warrants exercise price | $1.07 | |
Class of Warrant Three [Member] | ||
Schedule Of Capitalization Equity [Line Items] | ||
Additional number of warrants exercised | 20,046 | |
Additional warrants exercise price | $5.74 |
Share_capital_Schedule_of_Assu
Share capital - Schedule of Assumptions Using Black-Scholes Option Pricing Model (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk free interest rate | 1.91% | 1.98% | 1.84% |
Expected life | 6 years 3 months | 6 years 8 months 19 days | 10 years |
Volatility | 55.71% | 60.37% | 77.34% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Warrants | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk free interest rate | 0.54% | ||
Expected life | 4 years | ||
Volatility | 56.06% | ||
Expected dividend yield | 0.00% | ||
Forfeiture rate | 0.00% |
Share_capital_Stock_option_pla
Share capital - Stock option plan - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Dec. 08, 2008 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 06, 2011 | Jun. 27, 2011 | 31-May-14 | |
Schedule Of Capitalization Equity [Line Items] | ||||||||
Employee Stock Option Plan description | The options under the Plan are granted for the purchase of common stock at exercise prices determined by the Companybs board of directors and generally vest two, three and four years from the date of grant | |||||||
Period of awards granted | 10 years | 10 years | ||||||
Awards granted | 1,091,901 | |||||||
Exercise price of common stock | $7.67 | $8.46 | $28.49 | |||||
Stock-based compensation | $1,852,787 | $6,949,205 | $6,731,539 | $7,431,262 | ||||
Weighted average grant date fair value of options granted | $5.58 | $4.04 | $20.44 | |||||
Unrecognized share-based compensation expense | $11,566,000 | |||||||
Weighted average period for stock option | 1 year 8 months 12 days | |||||||
2013 Plan [Member] | ||||||||
Schedule Of Capitalization Equity [Line Items] | ||||||||
Reserved shares of common stock for issuance | 2,761,922 | |||||||
Percentage of increase in outstanding of common stock | 3.00% | |||||||
Percentage of market value of common stock | 100.00% | |||||||
Awards granted | 0 | |||||||
Period of awards granted | 10 years | |||||||
Employee Stock Option Plan [Member] | ||||||||
Schedule Of Capitalization Equity [Line Items] | ||||||||
Total number of options allowable in the plan | 2,121,000 | |||||||
Number of options approved by the board | 96,250 | 1,050,000 | ||||||
Initial Plan [Member] | Employee Stock Option Plan [Member] | ||||||||
Schedule Of Capitalization Equity [Line Items] | ||||||||
Total number of options allowable in the plan | 974,750 |
Share_capital_Summary_of_Stock
Share capital - Summary of Stock-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $6,949,205 | $6,731,539 | $7,431,262 |
General and administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 2,908,233 | 2,258,766 | 2,407,921 |
Research and development [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 3,006,039 | 3,399,366 | 4,349,071 |
Sales and marketing [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $1,034,933 | $1,073,407 | $674,270 |
Share_capital_Summary_of_Optio
Share capital - Summary of Options Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | 31-May-14 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Number of options, Outstanding, beginning of period | 4,329,560 | ||
Number of options, Granted | 1,091,901 | ||
Number of options, Exercised | -30,701 | ||
Number of options, Forfeited or expired | -467,164 | ||
Number of options, Options Outstanding, end of period | 4,923,596 | 4,329,560 | |
Number of options, Options Exercisable, end of period | 2,391,535 | ||
Weighted Average Exercise price, beginning of period | $8.46 | $28.49 | |
Weighted Average Exercise price, Granted | $10.28 | ||
Weighted Average Exercise price, Exercised | $5.88 | ||
Weighted Average Exercise price, Forfeited or expired | $21.20 | ||
Weighted Average Exercise price, end of period | $7.67 | $8.46 | $28.49 |
Weighted Average Exercise price, Exercisable | $6.82 | ||
Weighted Average Remaining Contractual life (Years), Ending balance | 8 years | 8 years 5 months 9 days | |
Weighted Average Remaining Contractual life (Years), Exercisable | 6 years 9 months 4 days | ||
Aggregate Intrinsic Value, Ending balance | $7,417,034 | $4,790,470 | |
Aggregate Intrinsic Value, Exercisable | $5,406,924 |
Share_Capital_Summary_of_Outst
Share Capital - Summary of Outstanding and Exercisable Stock Options (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise prices, lower range | $1.07 | |
Exercise prices, upper range | $14.54 | |
Options Outstanding, Number of Options | 4,923,596 | 4,329,560 |
Options Outstanding, Weighted-Average Remaining Contractual Life in Years | 8 years | 8 years 5 months 9 days |
Options Exercisable, Number of Options | 2,391,535 | |
Options Exercisable, Weighted-Average Remaining Contractual Life in Years | 6 years 9 months 4 days | |
Option One [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise prices | $1.07 | |
Options Outstanding, Number of Options | 420,000 | |
Options Outstanding, Weighted-Average Remaining Contractual Life in Years | 4 years | |
Options Exercisable, Number of Options | 420,000 | |
Options Exercisable, Weighted-Average Remaining Contractual Life in Years | 4 years | |
Option Two [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise prices | $4.55 | |
Options Outstanding, Number of Options | 20,000 | |
Options Outstanding, Weighted-Average Remaining Contractual Life in Years | 8 years 7 months 6 days | |
Options Exercisable, Number of Options | 7,083 | |
Options Exercisable, Weighted-Average Remaining Contractual Life in Years | 8 years 7 months 6 days | |
Option Three [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise prices, lower range | $5.74 | |
Exercise prices, upper range | $5.84 | |
Options Outstanding, Number of Options | 521,000 | |
Options Outstanding, Weighted-Average Remaining Contractual Life in Years | 5 years 7 months 2 days | |
Options Exercisable, Number of Options | 510,688 | |
Options Exercisable, Weighted-Average Remaining Contractual Life in Years | 5 years 6 months 7 days | |
Option Four [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise prices, lower range | $6.49 | |
Exercise prices, upper range | $6.98 | |
Options Outstanding, Number of Options | 2,030,333 | |
Options Outstanding, Weighted-Average Remaining Contractual Life in Years | 8 years 10 months 10 days | |
Options Exercisable, Number of Options | 671,727 | |
Options Exercisable, Weighted-Average Remaining Contractual Life in Years | 8 years 10 months 10 days | |
Option Five [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise prices | $7.95 | |
Options Outstanding, Number of Options | 15,000 | |
Options Outstanding, Weighted-Average Remaining Contractual Life in Years | 8 years 10 months 6 days | |
Options Exercisable, Number of Options | 3,750 | |
Options Exercisable, Weighted-Average Remaining Contractual Life in Years | 8 years 10 months 6 days | |
Option Six [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise prices, lower range | $9.65 | |
Exercise prices, upper range | $10.55 | |
Options Outstanding, Number of Options | 1,845,263 | |
Options Outstanding, Weighted-Average Remaining Contractual Life in Years | 8 years 6 months 29 days | |
Options Exercisable, Number of Options | 773,288 | |
Options Exercisable, Weighted-Average Remaining Contractual Life in Years | 7 years 7 months 24 days | |
Option Seven [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise prices, lower range | $11.94 | |
Exercise prices, upper range | $12.55 | |
Options Outstanding, Number of Options | 47,000 | |
Options Outstanding, Weighted-Average Remaining Contractual Life in Years | 9 years 2 months 27 days | |
Options Exercisable, Number of Options | 5,000 | |
Options Exercisable, Weighted-Average Remaining Contractual Life in Years | 9 years 22 days | |
Option Eight [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise prices | $14.54 | |
Options Outstanding, Number of Options | 25,000 | |
Options Outstanding, Weighted-Average Remaining Contractual Life in Years | 9 years 22 days | |
Options Exercisable, Weighted-Average Remaining Contractual Life in Years | 0 years |
Share_capital_Summary_of_Warra
Share capital - Summary of Warrants Outstanding to Acquire Common Shares (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Class Of Warrant Or Right [Line Items] | |
Number | 5,249,126 |
Exercise price | 11 |
$1.07 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number | 334,541 |
Exercise price | 1.07 |
$1.07 [Member] | Minimum [Member] | |
Class Of Warrant Or Right [Line Items] | |
Expiration date | 28-Feb-14 |
$1.07 [Member] | Maximum [Member] | |
Class Of Warrant Or Right [Line Items] | |
Expiration date | 30-Sep-19 |
$1.43 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number | 610,890 |
Exercise price | 1.43 |
Expiration date | 1-Feb-19 |
$5.74 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number | 208,950 |
Exercise price | 5.74 |
$5.74 [Member] | Minimum [Member] | |
Class Of Warrant Or Right [Line Items] | |
Expiration date | 31-Oct-14 |
$5.74 [Member] | Maximum [Member] | |
Class Of Warrant Or Right [Line Items] | |
Expiration date | 30-Jun-19 |
$10.55 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number | 94,745 |
Exercise price | 10.55 |
Expiration date | 1-Apr-21 |
$11.00 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number | 4,000,000 |
Exercise price | 11 |
Expiration date | 1-May-17 |
Income_Taxes_Schedule_Componen
Income Taxes - Schedule Components of Loss Before Income Taxes (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
United States | ($42,589,140) | ($26,392,960) | ($29,160,125) |
Canada and other | -4,632,339 | -7,295,528 | -10,323,273 |
Loss from continuing operations before income taxes | ($47,221,479) | ($33,688,488) | ($39,483,398) |
Income_Taxes_Schedule_of_Incom
Income Taxes - Schedule of Income Tax Expense (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule Of Components Of Income Tax Expense Benefit [Line Items] | |||
Loss from continuing operations before income taxes | $75,371 | $102,794 | $55,065 |
Canada and Other [Member] | |||
Schedule Of Components Of Income Tax Expense Benefit [Line Items] | |||
Loss from continuing operations before income taxes | $75,371 | $102,794 | $55,065 |
Income_Tax_Schedule_of_Differe
Income Tax - Schedule of Differences between the Statutory Income Tax Rates and the Effective Income Tax Rates Applied to the Loss Before Income Taxes (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Loss before income taxes | $47,221,479 | $33,688,488 | $39,483,398 |
U.S. statutory tax rates | 35.00% | 35.00% | 35.00% |
Expected income tax recovery | -16,527,518 | -11,790,971 | -13,819,189 |
Impact of unrecognized tax benefits | 47,000 | 3,862,000 | |
Net increase in valuation allowance and other | 5,476,987 | 11,846,765 | 10,012,254 |
Loss of tax attributes due to a liquidation | 11,125,902 | ||
Provision for income taxes | $75,371 | $102,794 | $55,065 |
Income_Taxes_Summary_of_Net_De
Income Taxes - Summary of Net Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets | ||
Net operating loss carryforwards | $37,082,504 | $30,848,361 |
Interest accretion | 198,068 | 198,068 |
Stock options | 10,510,326 | 7,716,746 |
Depreciable and amortizable assets | 1,177,364 | 428,475 |
Foreign tax credits | 924,768 | 849,397 |
Foreign currency differences | 385,710 | 324,966 |
Total gross deferred income tax assets | 50,278,740 | 40,366,013 |
Less: valuation allowance | ($50,278,740) | ($40,366,013) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards expiration year | 2034 | ||
Tax benefits from exercise of stock options | $0 | $0 | $0 |
Unrecognized tax benefits | 0 | 265,859 | |
Unrecognized tax benefits, adjusted | 4,039,663 | 7,355,039 | |
Recognized interest income | 0 | 47,000 | 22,000 |
Canada [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 5,500,000 | ||
U S [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $98,200,000 |
Income_Taxes_Summary_of_the_To
Income Taxes - Summary of the Total Amounts of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits-beginning of period | $7,667,898 | $7,518,104 | $3,601,039 |
Gross decreases-tax positions in prior periods | -3,628,235 | ||
Gross increases-tax positions in current periods | 149,794 | 3,917,065 | |
Unrecognized tax benefits-end of period | $4,039,663 | $7,667,898 | $7,518,104 |
Financial_instruments_Addition
Financial instruments - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Customer | Customer | |
Financial Instruments Owned And Pledged As Collateral [Line Items] | ||
Percentage of amount due from one customer of total accounts receivable | 60.00% | 66.00% |
Period of repayment of term loan | 36 months | |
Floating interest rate | 9.50% | |
LIBOR rate [Member] | ||
Financial Instruments Owned And Pledged As Collateral [Line Items] | ||
Percentage spread on prime rate | 9.27% | |
Tennenbaum Capital Partners, LLC [Member] | ||
Financial Instruments Owned And Pledged As Collateral [Line Items] | ||
Debt covenant, unrestricted cash balance requirement | 51 | |
Period of repayment of term loan | 3 years | |
Tennenbaum Capital Partners, LLC [Member] | LIBOR rate [Member] | ||
Financial Instruments Owned And Pledged As Collateral [Line Items] | ||
Period of repayment of term loan | 3 months | |
Floating interest rate | 9.50% | |
Percentage spread on prime rate | 9.27% | |
Customer concentration risk [Member] | Accounts receivable [Member] | ||
Financial Instruments Owned And Pledged As Collateral [Line Items] | ||
Number of major customer | 3 | 1 |
Fair_value_of_financial_assets1
Fair value of financial assets and liabilities - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum [Member] | |
Fair Value Disclosures [Abstract] | |
Discount rate for interest free loans | 12.00% |
Maximum [Member] | |
Fair Value Disclosures [Abstract] | |
Discount rate for interest free loans | 15.00% |
Related_party_transactions_Sch
Related party transactions - Schedule of Transactions with Related Parties (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||
Product sales to companies under the common control of a shareholder | $148,993 | ||
Product sales to a shareholder | 119,824 | 424,796 | |
Land purchased from Lanxess | 338,550 | ||
Saltigo [Member] | |||
Related Party Transaction [Line Items] | |||
Research and development expenses | 387,440 | ||
Research and development [Member] | ARD [Member] | |||
Related Party Transaction [Line Items] | |||
Toll manufacturing services provided by ARD | 360,805 | 540,785 | 94,000 |
Cost of Goods Sold [Member] | ARD [Member] | |||
Related Party Transaction [Line Items] | |||
Toll manufacturing services provided by ARD | 1,156,420 | ||
Inventory [Member] | ARD [Member] | |||
Related Party Transaction [Line Items] | |||
Toll manufacturing services provided by ARD | $4,518,246 | $3,307,839 | $3,032,301 |
Related_party_transactions_Add
Related party transactions - Additional Information (Detail) (ARD [Member]) | 0 Months Ended |
Dec. 07, 2012 | |
ARD [Member] | |
Related Party Transaction [Line Items] | |
Guaranteed percentage of facility's capacity | 60.00% |
Purchases of succinic acid from ARD | 100.00% |
Business_segments_NonCurrent_A
Business segments - Non-Current Assets of Company Geographic Segment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $88,664,899 | $13,554,279 |
Investment in equity method investments | 34,817 | 710,033 |
Intangible assets, net (Note 6) | 4,332,911 | 4,158,550 |
Goodwill | 625,364 | 692,788 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 3,333 | |
Intangible assets, net (Note 6) | 4,158,550 | 4,158,550 |
Goodwill | 625,364 | 692,788 |
North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 88,664,899 | 13,550,946 |
Investment in equity method investments | 34,817 | 710,333 |
Intangible assets, net (Note 6) | $174,361 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (unaudited) - Schedule of Selected Quarterly Financial Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $308,475 | $469,315 | $414,600 | $350,661 | $439,597 | $866,529 | $1,028,389 | $330,722 | $1,543,051 | $2,665,237 | $2,291,367 |
Total operating expenses | 7,281,728 | 7,308,783 | 8,541,654 | 7,572,016 | 8,248,672 | 6,714,036 | 18,706,131 | 10,176,341 | 30,704,181 | 43,845,180 | |
Loss from operations | 9,038,265 | 8,287,287 | 10,378,155 | 7,501,215 | 7,809,075 | 5,847,507 | 17,677,742 | 9,845,619 | 35,204,922 | 41,179,943 | 39,108,994 |
Net loss | $4,733,478 | $8,466,191 | $14,145,140 | $19,952,041 | $7,983,877 | $8,966,756 | $7,224,683 | $9,615,966 | $47,296,850 | $33,791,282 | $39,538,463 |
Net loss per share applicable to common stockholdersbbasic | $0.22 | $0.39 | $0.75 | $1.07 | $0.42 | $0.48 | $0.47 | $0.92 | $2.32 | $2.13 | $3.82 |
Condensed_Parent_Company_Finan
Condensed Parent Company Financial Statements - Additional Information (Detail) (Subsidiaries [Member], USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Subsidiaries [Member] | |
Condensed Financial Statements Captions [Line Items] | |
Restricted net assets | $60.70 |
Restricted net assets as percentage of consolidated net assets | 25.00% |
Condensed_Statements_of_Operat
Condensed Statements of Operations (Parent Company Only) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating expenses | ||||||||||||
General and administrative | $10,655,053 | $9,757,028 | $11,665,751 | |||||||||
Research and development, net | 15,155,608 | 16,579,236 | 20,416,878 | |||||||||
Sales and marketing | 4,481,946 | 4,730,036 | 4,193,440 | |||||||||
Depreciation of property and equipment and amortization of intangible assets | 260,472 | 1,164,582 | 2,115,948 | |||||||||
Impairment loss and write-off of property and equipment and of intangible assets | 834,000 | 1,200,000 | 8,619,405 | 1,212,690 | ||||||||
Foreign exchange loss | 151,102 | 305,874 | 49,728 | |||||||||
Operating expenses | 30,704,181 | 41,156,161 | 39,654,435 | |||||||||
Operating loss | 9,038,265 | 8,287,287 | 10,378,155 | 7,501,215 | 7,809,075 | 5,847,507 | 17,677,742 | 9,845,619 | 35,204,922 | 41,179,943 | 39,108,994 | |
Amortization of deferred financing costs and debt discounts | 291,659 | 240,463 | 99,933 | |||||||||
Financial charges (income), net | 11,737,127 | -7,433,109 | ||||||||||
Loss (gain) on debt extinguishment, net (Note 8) | 170,729 | -314,305 | ||||||||||
Other charge (income), net | -183,174 | |||||||||||
Net loss | 4,733,478 | 8,466,191 | 14,145,140 | 19,952,041 | 7,983,877 | 8,966,756 | 7,224,683 | 9,615,966 | 47,296,850 | 33,791,282 | 39,538,463 | |
Foreign currency translation adjustment | 5,927,968 | 339,000 | -511,889 | |||||||||
Total comprehensive loss | 53,224,818 | 34,130,282 | 39,026,574 | |||||||||
Parent Company [Member] | ||||||||||||
Revenues | ||||||||||||
Intercompany revenue | 2,613,791 | 6,315,398 | 9,864,507 | |||||||||
Operating expenses | ||||||||||||
General and administrative | 11,088,191 | 9,826,731 | 8,523,267 | |||||||||
Research and development, net | 11,245,482 | 14,865,366 | 20,514,273 | |||||||||
Sales and marketing | 2,746,272 | 3,020,288 | 2,827,360 | |||||||||
Depreciation of property and equipment and amortization of intangible assets | 216,356 | 363,387 | 509,880 | |||||||||
Impairment loss and write-off of property and equipment and of intangible assets | 2,385,295 | |||||||||||
Foreign exchange loss | 447,285 | 251,943 | 116,079 | |||||||||
Operating expenses | 25,743,586 | 30,713,010 | 32,490,859 | |||||||||
Operating loss | 23,129,795 | 24,397,612 | 22,626,352 | |||||||||
Amortization of deferred financing costs and debt discounts | 269,544 | 138,431 | 3,111,970 | |||||||||
Financial charges (income), net | 11,883,901 | -7,433,063 | ||||||||||
Loss (gain) on debt extinguishment, net (Note 8) | 622,179 | |||||||||||
Interest revenue from related parties | -766,300 | -765,396 | -699,505 | |||||||||
Equity in losses of subsidiaries | 10,852,568 | 16,880,174 | 14,312,233 | |||||||||
Other charge (income), net | 430,273 | |||||||||||
Net loss | 46,421,960 | 33,217,758 | 39,351,050 | |||||||||
Foreign currency translation adjustment | 2,496,674 | 306,798 | -883,683 | |||||||||
Total comprehensive loss | $48,918,634 | $33,524,556 | $38,467,367 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parent Company Only) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current assets | ||||
Accounts receivable | $476,851 | $754,987 | ||
Inventories | 1,801,826 | 2,415,402 | ||
Valued added tax, income taxes and other receivables | 3,005,153 | 2,262,139 | ||
Deferred financing costs | 671,270 | |||
Total current assets | 57,092,121 | 94,963,364 | ||
Property and equipment, net | 88,664,899 | 13,554,279 | ||
Intangible assets, net | 4,332,911 | 4,158,550 | ||
Deferred financing cost | 1,043,788 | |||
Total assets | 152,440,400 | 114,079,014 | ||
Current liabilities | ||||
Accounts payable and accrued liabilities | 16,459,918 | 7,081,471 | ||
Short-term portion of long-term debt | 2,977,707 | 6,520,263 | ||
Total current liabilities | 22,899,988 | 17,813,040 | ||
Long-term debt, net | 34,653,101 | 23,209,629 | ||
Warrants financial liability | 13,040,000 | 5,840,000 | ||
Other long-term liabilities | 127,500 | 82,500 | ||
Total liabilities | 70,720,589 | 46,945,169 | ||
Commitments and contingencies | ||||
Equity | ||||
Common stock: $0.01 par value per share; 250,000,000 authorized, 21,836,046 and 18,558,369 issued and outstanding at December 31, 2014 and December 31, 2013, respectively | 218,360 | 185,584 | ||
Additional paid-in capital | 220,460,559 | 177,275,934 | ||
Warrants | 2,949,018 | 2,964,335 | ||
Accumulated deficit | -161,465,910 | -115,043,950 | ||
Accumulated other comprehensive loss | -4,632,628 | -373,983 | ||
Total equity | 57,529,399 | 67,133,845 | 37,797,575 | 59,415,231 |
Total liabilities and equity | 152,440,400 | 114,079,014 | ||
Parent Company [Member] | ||||
Current assets | ||||
Cash | 32,836,099 | 69,510,236 | 11,908,578 | 33,061,464 |
Intercompany receivables | 92,851,101 | 75,081,687 | ||
Accounts receivable | 476,851 | |||
Inventories | 1,801,826 | |||
Prepaid expenses | 666,495 | 403,531 | ||
Valued added tax, income taxes and other receivables | 550,553 | |||
Deferred financing costs | 671,270 | |||
Total current assets | 129,182,925 | 145,666,724 | ||
Property and equipment, net | 545,277 | 700,073 | ||
Intangible assets, net | 33,233 | |||
Deferred financing cost | 254,002 | |||
Total assets | 130,015,437 | 146,366,797 | ||
Current liabilities | ||||
Accounts payable and accrued liabilities | 2,864,016 | 2,135,290 | ||
Intercompany payables | 1,728,919 | 411,726 | ||
Short-term portion of long-term debt | 2,520,452 | 6,250,000 | ||
Total current liabilities | 7,113,387 | 8,797,016 | ||
Long-term debt, net | 21,979,548 | 19,242,707 | ||
Warrants financial liability | 13,040,000 | 5,840,000 | ||
Other long-term liabilities | 127,500 | 82,500 | ||
Investment in subsidiaries at equity | 23,089,181 | 46,715,873 | ||
Total liabilities | 65,349,616 | 80,678,096 | ||
Commitments and contingencies | ||||
Equity | ||||
Common stock: $0.01 par value per share; 250,000,000 authorized, 21,836,046 and 18,558,369 issued and outstanding at December 31, 2014 and December 31, 2013, respectively | 218,360 | 185,584 | ||
Additional paid-in capital | 220,460,559 | 177,275,934 | ||
Warrants | 2,949,018 | 2,964,335 | ||
Accumulated deficit | -161,465,910 | -115,043,950 | ||
Accumulated other comprehensive loss | 2,503,794 | 306,798 | ||
Total equity | 64,665,821 | 65,688,701 | ||
Total liabilities and equity | $130,015,437 | $146,366,797 |
Condensed_Balance_Sheets_Paren1
Condensed Balance Sheets (Parent Company Only) (Parenthetical) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | 1-May-13 | Apr. 10, 2013 | Feb. 06, 2012 | Apr. 14, 2011 | Apr. 13, 2011 |
Condensed Balance Sheet Statements Captions [Line Items] | |||||||
Common stock, par value | $0.01 | $0.01 | $0.01 | ||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 17,500,000 | 9,310,000 | ||
Common stock, shares issued | 21,836,046 | 18,558,369 | 351,050 | ||||
Common stock, shares outstanding | 21,836,046 | 18,558,369 | |||||
Parent Company [Member] | |||||||
Condensed Balance Sheet Statements Captions [Line Items] | |||||||
Common stock, par value | $0.01 | $0.01 | |||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||
Common stock, shares issued | 21,836,046 | 18,558,369 | |||||
Common stock, shares outstanding | 21,836,046 | 18,558,369 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (Parent Only) (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities | |||
Net loss | ($47,296,850) | ($33,791,282) | ($39,538,463) |
Adjustments to reconcile net loss to cash: | |||
Stock-based compensation | 6,949,205 | 6,731,539 | 7,431,262 |
Write-off of IPO costs | 1,828,074 | ||
Other long-term liabilities | 45,000 | 45,000 | 37,500 |
Financial charges (income), net | 6,707,293 | -9,815,293 | |
loss on debt extinguishment | -49,724 | -314,305 | |
Changes in operating assets and liabilities | |||
Change in accounts receivable | 278,136 | -158,816 | -596,171 |
Change in inventories | 1,220,113 | -521,083 | -1,894,319 |
Change in prepaid expenses and deposits | 3,517,713 | -2,488,544 | -2,105,002 |
Change in research and development tax credits receivable, value added tax, income taxes and other receivables | -1,443,446 | -61,012 | -596,632 |
Change in accounts payable from subsidiairies | 819,267 | -144,371 | -278,993 |
Change in accounts payable and accrued liabilities | 6,247,971 | 2,953,225 | -321,420 |
Net cash used in operating activities | -22,452,975 | -27,524,996 | -32,276,057 |
Cash flows from investing activities | |||
Acquisition of property and equipment and intangible asset | -85,014,063 | -12,788,350 | -6,630,073 |
Capital redistribution from (investment in) equity method investments | 675,000 | -1,000,000 | |
Net cash used in investing activities | -85,017,513 | -12,788,350 | -7,630,073 |
Cash flows from financing activities | |||
Deferred financing costs | -1,077,079 | -792,960 | |
Issuance of long-term debt | 33,740,574 | 26,692,204 | 2,238,784 |
Repayment of long-term debt | -25,000,000 | ||
Cancellation of shares | -140,000 | ||
Net proceeds from issuance of common shares | 36,250,737 | 159,304 | 9,977,656 |
Net cash provided by financing activities | 78,654,598 | 99,923,499 | 16,671,798 |
Foreign exchange impact on cash | -3,869,557 | -954,291 | 350,528 |
Parent Company [Member] | |||
Cash flows from operating activities | |||
Net loss | -46,421,960 | -33,217,758 | -39,351,050 |
Adjustments to reconcile net loss to cash: | |||
Stock-based compensation | 6,949,205 | 6,731,539 | 7,431,262 |
Depreciation and Impairment loss and write-off of property and equipment and of intangible assets | 216,356 | 2,748,682 | 509,880 |
Amortization of deferred financing costs and debt discounts | 269,544 | 138,431 | |
Write-off of IPO costs | 1,828,074 | ||
Equity participation in losses of equity method investments | 10,852,568 | 16,880,174 | 14,312,233 |
Other long-term liabilities | 45,000 | 45,000 | 37,500 |
Financial charges (income), net | 6,707,293 | -9,815,293 | |
loss on debt extinguishment | 401,207 | ||
Changes in operating assets and liabilities | |||
Change in accounts receivable | -476,851 | ||
Change in inventories | -1,801,826 | ||
Change in prepaid expenses and deposits | -260,855 | -222,719 | -82,348 |
Change in research and development tax credits receivable, value added tax, income taxes and other receivables | -550,553 | 23,367 | -17,557 |
Change in accounts payable from subsidiairies | 1,317,193 | 384,526 | |
Change in accounts payable and accrued liabilities | 728,726 | -1,287,224 | -609,543 |
Net cash used in operating activities | -22,024,953 | -17,591,275 | -15,941,549 |
Cash flows from investing activities | |||
Acquisition of property and equipment and intangible asset | -94,793 | -441,281 | -413,353 |
Change in accounts receivable from subsidiaries | -17,796,614 | -22,244,374 | -14,921,835 |
Capital redistribution from (investment in) equity method investments | -32,281,790 | 251,814 | 146,194 |
Net cash used in investing activities | -50,145,997 | -21,897,120 | -15,188,994 |
Cash flows from financing activities | |||
Deferred financing costs | -253,924 | -792,960 | |
Issuance of long-term debt | 24,500,000 | 25,000,000 | |
Repayment of long-term debt | -25,000,000 | ||
Cancellation of shares | -140,000 | ||
Net proceeds from issuance of common shares | 36,250,737 | 73,023,013 | 9,977,657 |
Net cash provided by financing activities | 35,496,813 | 97,090,053 | 9,977,657 |
Increase (decrease) in cash | -36,674,137 | 56,601,658 | -21,152,886 |
Cash, beginning of period | 69,510,236 | 11,908,578 | 33,061,464 |
Cash, end of period | $32,836,099 | $69,510,236 | $11,908,578 |