Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 02, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 | |
Entity Registrant Name | AGENUS INC | |
Entity Central Index Key | 1,098,972 | |
Trading Symbol | AGEN | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 87,126,180 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 75,438,489 | $ 136,702,873 |
Short-term investments | 19,960,567 | 34,964,730 |
Inventories | 88,200 | 88,200 |
Accounts Receivable | 10,284,267 | 9,800,342 |
Prepaid expenses | 3,029,182 | 1,956,941 |
Other current assets | 725,519 | 582,280 |
Total current assets | 109,526,224 | 184,095,366 |
Property, plant and equipment, net of accumulated amortization and depreciation of $31,359,385 and $29,488,793 at September 30, 2016 and December 31, 2015, respectively | 23,508,290 | 15,310,623 |
Goodwill | 23,165,457 | 22,792,778 |
Acquired intangible assets, net of accumulated amortization of $2,705,219 and $987,394 at September 30, 2016 and December 31, 2015, respectively | 17,218,224 | 18,759,662 |
Other long-term assets | 1,423,690 | 1,270,055 |
Total assets | 174,841,885 | 242,228,484 |
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | ||
Current portion, long-term debt | 146,061 | 146,061 |
Current portion, deferred revenue | 2,610,729 | 3,829,371 |
Accounts payable | 3,267,788 | 4,488,561 |
Accrued liabilities | 21,533,583 | 14,165,816 |
Other current liabilities | 7,290,750 | 6,304,281 |
Total current liabilities | 34,848,911 | 28,934,090 |
Long-term debt, net of current portion | 126,263,126 | 114,326,489 |
Deferred revenue, net of current portion | 12,997,414 | 15,065,754 |
Contingent purchase price considerations | 16,962,000 | 5,608,000 |
Other long-term liabilities | 4,809,858 | 7,566,601 |
Commitments and contingencies | ||
STOCKHOLDERS’(DEFICIT) EQUITY | ||
Common stock, par value $0.01 per share; 240,000,000 and 140,000,000 shares authorized at September 30, 2016 and December 31, 2015, respectively; 87,115,524 and 86,390,697 shares issued at September 30, 2016 and December 31, 2015, respectively | 871,155 | 863,907 |
Additional paid-in capital | 858,854,694 | 851,103,934 |
Accumulated other comprehensive loss | (1,559,541) | (2,053,143) |
Accumulated deficit | (879,206,048) | (779,187,464) |
Total stockholders’ (deficit) equity | (21,039,424) | 70,727,550 |
Total liabilities and stockholders’ (deficit) equity | 174,841,885 | 242,228,484 |
Series A-1 convertible preferred stock [Member] | ||
STOCKHOLDERS’(DEFICIT) EQUITY | ||
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized: Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at September 30, 2016 and December 31, 2015; liquidation value of $32,368,496 at September 30, 2016 | $ 316 | $ 316 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Property plant and equipment, accumulated amortization and depreciation | $ 31,359,385 | $ 29,488,793 |
Acquired intangible assets, accumulated amortization | $ 2,705,219 | $ 987,394 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 240,000,000 | 140,000,000 |
Common stock, shares issued | 87,115,524 | 86,390,697 |
Series A-1 convertible preferred stock [Member] | ||
Series A-1 convertible preferred stock, shares designated | 31,620 | 31,620 |
Series A-1 convertible preferred stock, shares issued | 31,620 | 31,620 |
Series A-1 convertible preferred stock, shares outstanding | 31,620 | 31,620 |
Series A-1 convertible preferred stock, liquidation value | $ 32,368,496 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue: | ||||
Service | $ 147,456 | |||
Research and development | $ 4,446,171 | $ 6,848,194 | 16,849,876 | $ 17,178,191 |
Total revenues | 4,446,171 | 6,848,194 | 16,997,332 | 17,178,191 |
Operating expenses: | ||||
Research and development | (21,588,026) | (18,502,063) | (68,988,290) | (52,495,316) |
General and administrative | (8,107,262) | (6,407,902) | (24,456,016) | (19,910,650) |
Contingent purchase price consideration fair value adjustment | (10,975,000) | 6,994,000 | (11,354,000) | (7,326,700) |
Operating loss | (36,224,117) | (11,067,771) | (87,800,974) | (62,554,475) |
Other expense: | ||||
Non-operating expense | (139,636) | (653,376) | (325,347) | (7,356,139) |
Interest expense, net | (4,409,767) | (1,401,102) | (12,745,581) | (2,363,484) |
Net loss | (40,773,520) | (13,122,249) | (100,871,902) | (72,274,098) |
Dividends on Series A-1 convertible preferred stock | (51,102) | (50,780) | (153,064) | (152,099) |
Net loss attributable to common stockholders | $ (40,824,622) | $ (13,173,029) | $ (101,024,966) | $ (72,426,197) |
Per common share data: | ||||
Basic and diluted net loss attributable to common stockholders | $ (0.47) | $ (0.16) | $ (1.16) | $ (0.95) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted | 87,206,685 | 84,569,118 | 86,954,060 | 75,935,985 |
Other comprehensive income (loss): | ||||
Foreign currency translation gain (loss) | $ 98,514 | $ (680,993) | $ 493,602 | $ 625,132 |
Unrealized gain on investments | 7,760 | 13,650 | ||
Other comprehensive gain (loss) | 98,514 | (673,233) | 493,602 | 638,782 |
Comprehensive loss | $ (40,726,108) | $ (13,846,262) | $ (100,531,364) | $ (71,787,415) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (100,871,902) | $ (72,274,098) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,658,483 | 1,403,324 |
Share-based compensation | 8,701,292 | 5,218,479 |
Non-cash interest expense | 12,193,674 | 1,643,417 |
In-process research and development purchase | 12,245,230 | |
Change in fair value of contingent obligations | 11,354,000 | 14,190,000 |
Loss on extinguishment of debt | 154,117 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (480,833) | (7,232,669) |
Inventories | 7,500 | |
Prepaid expenses | (1,067,534) | (693,981) |
Accounts payable | (1,272,690) | 1,266,219 |
Deferred revenue | (3,286,987) | 18,465,694 |
Accrued liabilities and other current liabilities | 6,340,539 | 8,390,007 |
Other operating assets and liabilities | 887,383 | (10,367,586) |
Net cash used in operating activities | (63,844,575) | (27,584,347) |
Cash flows from investing activities: | ||
Purchases of plant and equipment | (8,191,515) | (2,818,429) |
Purchases of held-to-maturity securities | (54,884,101) | (15,006,730) |
Proceeds from securities held-to-maturity | 70,000,000 | 14,534,486 |
Net cash provided by (used in) investing activities | 6,924,384 | (3,290,673) |
Cash flows from financing activities: | ||
Net proceeds from sale of equity | 109,669,980 | |
Proceeds from employee stock purchases and option exercises | 1,092,722 | 1,963,738 |
Purchase of treasury shares to satisfy tax withholdings | (667,050) | |
Proceeds from issuance of long-term debt | 109,000,000 | |
Debt issuance costs | (1,774,323) | |
Payments of debt | (1,111,112) | |
Payment of contingent purchase price consideration | (8,380,483) | |
Payment under a purchase agreement for in-process research and development | (5,000,000) | |
Payment of contingent royalty obligation | (20,000,000) | |
Payment of capital lease obligation | (72,330) | |
Net cash (used in) provided by financing activities | (4,646,658) | 189,367,800 |
Effect of exchange rate changes on cash | 302,465 | (68,339) |
Net (decrease) increase in cash and cash equivalents | (61,264,384) | 158,424,441 |
Cash and cash equivalents, beginning of period | 136,702,873 | 25,714,519 |
Cash and cash equivalents, end of period | 75,438,489 | 184,138,960 |
Supplemental cash flow information: | ||
Cash paid for interest | 837,699 | 770,538 |
Supplemental disclosures - non-cash activities: | ||
Purchases of plant and equipment in accounts payable and accrued liabilities | $ 1,000,101 | 111,903 |
Contingent royalty obligation [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock | 2,142,000 | |
Contingent purchase price obligation [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock | 344,500 | |
SECANT Yeast Display technology [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock | $ 3,000,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Sep. 30, 2015$ / shares |
Contingent royalty obligation [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Contingent purchase price obligation [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | 0.01 |
SECANT Yeast Display technology [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Business, Liquidity and Basis o
Business, Liquidity and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Description Of Business [Abstract] | |
Business, Liquidity And Basis of Presentation | Note A - Business, Liquidity and Basis of Presentation Agenus Inc. (including its subsidiaries, collectively referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is an immuno-oncology company focused on the discovery and development of new treatments that engage the body’s immune system to benefit patients suffering from cancer. We are developing a comprehensive immuno-oncology portfolio driven by the following platforms and programs, which we intend to utilize individually and in combination: • our antibody discovery platforms, including our Retrocyte Display™, SECANT ® • our antibody candidate programs, including our checkpoint modulator (“CPM”) programs; • our vaccine programs, including Prophage™, AutoSynVax™ and PhosphoSynVax™; and • our saponin-based vaccine adjuvants, principally our QS-21 Stimulon ® We have a portfolio of programs in various stages of development, including a series of antibodies in discovery and pre-clinical and clinical development, our Prophage vaccine, a Heat Shock Protein (“HSP”)-based autologous vaccine candidate for a form of brain cancer that has successfully completed Phase 2 trials, and a number of advanced QS-21 Stimulon-containing vaccine candidates in late stage development by our licensee, GlaxoSmithKline (“GSK”). Our core antibody technologies include our antibody discovery platforms that are designed to effectively discover and produce quality human antibodies against antigens of interest. We and our partners currently have programs targeting GITR, OX40, CTLA-4, LAG-3, TIM-3, PD-1, CEACAM1 and other undisclosed targets. Our business activities include product research and development, intellectual property prosecution, manufacturing, regulatory and clinical affairs, corporate finance and development activities, and support of our collaborations. Our product candidates require clinical trials and approvals from regulatory agencies, as well as acceptance in the marketplace. Part of our strategy is to develop and commercialize some of our product candidates by continuing our existing arrangements with academic and corporate collaborators and licensees and by entering into new collaborations. Our cash, cash equivalents, and short-term investments at September 30, 2016 were $95.4 million, a decrease of $76.3 million from December 31, 2015. The following table outlines our quarter end cash, cash equivalents and short-term investments balances and the changes therein. Quarter ended March 31, 2016 June 30, 2016 September 30, 2016 (in millions) Cash, cash equivalents and short-term investments $ 148.2 $ 123.3 $ 95.4 Decrease in cash, cash equivalents and short-term investments $ 23.5 $ 24.9 $ 27.9 Cash used in operating activities $ 21.5 $ 18.5 $ 23.8 Reported net loss $ 31.8 $ 28.3 $ 40.8 We have incurred significant losses since our inception. As of September 30, 2016, we had an accumulated deficit of $879.2 million. Since our inception, we have financed our operations primarily through the sale of equity and convertible and other notes, and interest income earned on cash, cash equivalents, and short-term investments balances. We believe that, based on our current plans and activities, our cash, cash equivalents and short-term investments balance of $95.4 million as of September 30, 2016 will be sufficient to satisfy our liquidity requirements through the first half of 2017. We expect to raise additional funds in advance of depleting our current funds. We continue to monitor the likelihood of success of our key initiatives and are prepared to discontinue funding of such activities if they do not prove to be feasible, restrict capital expenditures and/or reduce the scale of our operations, if necessary. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual consolidated financial statements. In the opinion of our management, the condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of our financial position and operating results. All significant intercompany transactions and accounts have been eliminated in consolidation. Operating results for the nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. For further information, refer to our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2016. Effective June 14, 2016, our certificate of incorporation was amended to increase the number of authorized shares of common stock from 140,000,000 to 240,000,000. For our foreign subsidiaries the local currency is the functional currency. Assets and liabilities of our foreign subsidiaries are translated into U.S. dollars using rates in effect at the balance sheet date while revenues and expenses are translated into U.S. dollars using average exchange rates during the period. The cumulative translation adjustment resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive loss in total stockholders’ (deficit) equity. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note B - Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Directors’ Deferred Compensation Plan, or “DDCP”). Diluted income per common share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our DDCP) plus the dilutive effect of outstanding instruments such as warrants, stock options, nonvested shares, convertible preferred stock, and convertible notes. Because we reported a net loss attributable to common stockholders for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of September 30, 2016 and 2015, as they would be anti-dilutive: Nine Months Ended September 30, 2016 2015 Warrants 4,351,450 4,351,450 Stock options 11,761,554 8,226,791 Nonvested shares 1,937,023 1,734,821 Convertible preferred stock 333,333 333,333 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2016 | |
Cash And Cash Equivalents [Abstract] | |
Investments | Note C - Investments Cash equivalents and short-term investments consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 28,284 $ 28,284 $ 106,370 $ 106,370 U.S. Treasury Bills 44,941 44,941 54,945 54,961 Total $ 73,225 $ 73,225 $ 161,315 $ 161,331 For the nine months ended September 30, 2016, we received proceeds of approximately $100.0 million from the maturity of U.S. Treasury Bills classified as cash equivalents and $70.0 million Treasury Bills classified as short-term investments. As a result of the short-term nature of our investments, there were minimal unrealized holding gains or losses for the three and nine months ended September 30, 2016 and 2015. Of the investments listed above, $53.3 million and $126.4 million have been classified as cash equivalents and $19.9 million and $35.0 million as short-term investments on our condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015, respectively. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | Note D - Goodwill and Acquired Intangible Assets The following table sets forth the changes in the carrying amount of goodwill for the nine months ended September 30, 2016 (in thousands): Balance, December 31, 2015 $ 22,793 Foreign currency translation adjustment 372 Balance, September 30, 2016 $ 23,165 Acquired intangible assets consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): As of September 30, 2016 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,578 $ (1,958 ) $ 14,620 Trademarks 4.5 years 832 (486 ) 346 Other 2-6 years 571 (261 ) 310 In-process research and development Indefinite 1,942 - 1,942 Total $ 19,923 $ (2,705 ) $ 17,218 As of December 31, 2015 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,472 $ (541 ) $ 15,931 Trademarks 4.5 years 812 (339 ) 473 Other 2-6 years 567 (107 ) 460 In-process research and development Indefinite 1,896 — 1,896 Total $ 19,747 $ (987 ) $ 18,760 The weighted average amortization period of our finite-lived intangible assets is 9 years. Amortization expense related to acquired intangibles is estimated at $800,000 for the remainder of 2016, $2.2 million for the year ending December 31, 2017, $2.1 million for the year ending December 31, 2018 and $1.9 million for each of the years ending December 31, 2019 and 2020. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note E - Debt Debt obligations consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): Debt instrument Principal at September 30, 2016 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at September 30, 2016 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 — — (1,570 ) 12,430 Note Purchase Agreement 100,000 15,438 (1,378 ) (227 ) 113,833 Total long-term $ 114,000 $ 15,438 $ (1,378 ) $ (1,797 ) $ 126,263 Total $ 114,146 $ 15,438 $ (1,378 ) $ (1,797 ) $ 126,409 Debt instrument Principal at December 31, 2015 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at December 31, 2015 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 — — (2,292 ) 11,708 Note Purchase Agreement 100,000 4,342 (1,481 ) (243 ) 102,618 Total long-term $ 114,000 $ 4,342 $ (1,481 ) $ (2,535 ) $ 114,326 Total $ 114,146 $ 4,342 $ (1,481 ) $ (2,535 ) $ 114,472 In June 2016, we executed a capital lease agreement that expires in June 2020 for equipment with a carrying value of approximately $1.0 million, which is included in property, plant and equipment, net on our condensed consolidated balance sheets as of September 30, 2016. Under the terms of the capital lease agreement, we will remit payments to the lessor of $72,000 for the remainder of 2016, $288,000 for each of the years 2017 through 2019 and $144,000 for the year ending December 31, 2020. As of September 30, 2016, our remaining obligations under the capital lease agreement are approximately $1.0 million, of which $300,000 and $665,000 are classified as other current and other long-term liabilities, respectively, on our condensed consolidated balance sheets. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Accrued and Other Current Liabilities | Note F - Accrued and Other Current Liabilities Accrued liabilities consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Payroll $ 5,218 $ 4,600 Professional fees 4,431 3,343 Contract manufacturing costs 7,531 3,886 Other 4,354 2,337 Total $ 21,534 $ 14,166 Other current liabilities consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Current portion of deferred purchase price $ 4,895 $ 5,906 Other 2,396 398 Total $ 7,291 $ 6,304 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note G - Fair Value Measurements We measure our cash equivalents and short-term investments and contingent purchase price considerations at fair value. Our cash equivalents and short-term investments are comprised solely of U.S. Treasury Bills that are valued using quoted market prices with no valuation adjustments applied. Accordingly, these securities are categorized as Level 1 assets. The fair values of our contingent purchase price considerations, $17.0 million, are based on significant inputs not observable in the market, which require it to be reported as Level 3 liabilities within the fair value hierarchy. The valuation of these liabilities use assumptions we believe would be made by a market participant and are based on estimates from a Monte Carlo simulation of our market capitalization and share price, and other factors impacting the probability of triggering the milestone payments. Market capitalization and share price were evolved using a geometric brownian motion, calculated daily for the life of the contingent purchase price considerations. Assets and liabilities measured at fair value are summarized below (in thousands): Description September 30, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 24,980 $ 24,980 $ — $ — Short-term investments 19,961 19,961 — — Total $ 44,941 $ 44,941 $ — $ — Liabilities: Contingent purchase price considerations $ 16,962 $ — $ — $ 16,962 Description December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 19,996 $ 19,996 $ — $ — Short-term investments 34,965 34,965 — — Total $ 54,961 $ 54,961 $ — $ — Liabilities: Contingent purchase price considerations $ 5,608 $ — $ — $ 5,608 The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of September 30, 2016 (in thousands): Balance, December 31, 2015 $ 5,608 Change in fair value of contingent purchase price considerations during the period 11,354 Balance, September 30, 2016 $ 16,962 The estimated fair values of all of our financial instruments, excluding our outstanding debt, approximate their carrying amounts in our condensed consolidated balance sheets. The fair value of our outstanding debt balance at September 30, 2016 and December 31, 2015 was $125.7 million and $115.9 million, respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology that was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date. The principal amount of our outstanding debt balance at September 30, 2016 and December 31, 2015 was $129.6 million, inclusive of $15.4 million of accrued interest, and $118.5 million, inclusive of $4.3 million of accrued interest, respectively. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 9 Months Ended |
Sep. 30, 2016 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation Plans | Note H - Share-based Compensation Plans We primarily use the Black-Scholes option pricing model to value stock options granted to employees and non-employees, including stock options granted to members of our Board of Directors. All stock options have 10-year terms and generally vest ratably over a 3 or 4-year period. A non-cash charge to operations for the stock options granted to non-employees that have vesting or other performance criteria is affected each reporting period, until the non-employee options vest, by changes in the fair value of our common stock. A summary of option activity for the nine months ended September 30, 2016 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2015 8,345,835 $ 4.77 Granted 4,252,739 4.26 Exercised (198,636 ) 3.31 Forfeited (452,604 ) 5.03 Expired (185,780 ) 8.75 Outstanding at September 30, 2016 11,761,554 $ 4.53 7.70 $ 32,843,626 Vested or expected to vest at September 30, 2016 10,599,495 $ 4.55 7.57 $ 29,971,443 Exercisable at September 30, 2016 5,624,490 $ 4.68 6.23 $ 15,941,877 The weighted average grant-date fair values of stock options granted during the nine months ended September 30, 2016 and 2015 were $2.38 and $3.85, respectively. As of September 30, 2016, $11.4 million of total unrecognized compensation cost related to stock options granted to employees and directors is expected to be recognized over a weighted average period of 2.4 years. As of September 30, 2016, unrecognized expense for options granted to outside advisors for which performance (vesting) has not yet been completed but the exercise price of the option is known is $308,000. Such amount is subject to change each reporting period based upon changes in the fair value of our common stock, expected volatility, and the risk-free interest rate, until the outside advisor completes his or her performance under the option agreement. Certain employees and consultants have been granted nonvested stock. The fair value of nonvested stock is calculated based on the closing sale price of our common stock on the date of issuance. A summary of nonvested stock activity for the nine months ended September 30, 2016 is presented below: Nonvested Shares Weighted Average Grant Fair Value Outstanding at December 31, 2015 1,730,604 $ 8.55 Granted 935,438 2.91 Vested (570,037 ) 8.52 Forfeited (158,982 ) 8.05 Outstanding at September 30, 2016 1,937,023 $ 6.51 As of September 30, 2016, there was approximately $10.4 million of unrecognized share-based compensation expense related to these nonvested shares awarded to employees which pertained primarily to performance based awards for which, if all milestones are achieved, will be recognized over a 1.6 year period. The total intrinsic value of shares vested during the nine months ended September 30, 2016, was $2.4 million. During the nine months ended September 30, 2016, 121,228 shares were issued under the 2009 Employee Stock Purchase Plan, 570,037 shares were issued as a result of the vesting of nonvested stock and 198,636 shares were issued as a result of stock option exercises. The impact on our results of operations from share-based compensation for the three and nine months ended September 30, 2016 and 2015, was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Research and development $ 818 $ 453 $ 3,689 $ 1,695 General and administrative 1,565 320 5,012 3,523 Total share-based compensation expense $ 2,383 $ 773 $ 8,701 $ 5,218 |
Benefit Plans
Benefit Plans | 9 Months Ended |
Sep. 30, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit Plans | Note I - Benefit Plans We maintain a multiple employer benefit plan that covers our international employees. The annual measurement date for this plan is December 31. Benefits are based upon years of service and compensation. For the three and nine months ended September 30, 2016, we contributed approximately $41,000 and $119,000, respectively and for the three and nine months ended September 30, 2015 we contributed approximately $26,000 and $80,000, respectively, to our international multiple employer benefit plan. For the remainder of the year ending December 31, 2016, we expect to contribute approximately $28,000 to our international multiple employer benefit plan. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2016 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Note J - Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09 , Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on our consolidated financial statements or disclosures. |
Net Loss Per Share (Policies)
Net Loss Per Share (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note B - Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Directors’ Deferred Compensation Plan, or “DDCP”). Diluted income per common share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our DDCP) plus the dilutive effect of outstanding instruments such as warrants, stock options, nonvested shares, convertible preferred stock, and convertible notes. Because we reported a net loss attributable to common stockholders for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of September 30, 2016 and 2015, as they would be anti-dilutive: Nine Months Ended September 30, 2016 2015 Warrants 4,351,450 4,351,450 Stock options 11,761,554 8,226,791 Nonvested shares 1,937,023 1,734,821 Convertible preferred stock 333,333 333,333 |
Business, Liquidity and Basis18
Business, Liquidity and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Description Of Business [Abstract] | |
Schedule of Cash, Cash Equivalents and Short-Term Investments | The following table outlines our quarter end cash, cash equivalents and short-term investments balances and the changes therein. Quarter ended March 31, 2016 June 30, 2016 September 30, 2016 (in millions) Cash, cash equivalents and short-term investments $ 148.2 $ 123.3 $ 95.4 Decrease in cash, cash equivalents and short-term investments $ 23.5 $ 24.9 $ 27.9 Cash used in operating activities $ 21.5 $ 18.5 $ 23.8 Reported net loss $ 31.8 $ 28.3 $ 40.8 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of September 30, 2016 and 2015, as they would be anti-dilutive: Nine Months Ended September 30, 2016 2015 Warrants 4,351,450 4,351,450 Stock options 11,761,554 8,226,791 Nonvested shares 1,937,023 1,734,821 Convertible preferred stock 333,333 333,333 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Cash And Cash Equivalents [Abstract] | |
Schedule of Cash Equivalents and Short-term Investments | Cash equivalents and short-term investments consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 28,284 $ 28,284 $ 106,370 $ 106,370 U.S. Treasury Bills 44,941 44,941 54,945 54,961 Total $ 73,225 $ 73,225 $ 161,315 $ 161,331 |
Goodwill and Acquired Intangi21
Goodwill and Acquired Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table sets forth the changes in the carrying amount of goodwill for the nine months ended September 30, 2016 (in thousands): Balance, December 31, 2015 $ 22,793 Foreign currency translation adjustment 372 Balance, September 30, 2016 $ 23,165 |
Schedule of Acquired Intangible Assets | Acquired intangible assets consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): As of September 30, 2016 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,578 $ (1,958 ) $ 14,620 Trademarks 4.5 years 832 (486 ) 346 Other 2-6 years 571 (261 ) 310 In-process research and development Indefinite 1,942 - 1,942 Total $ 19,923 $ (2,705 ) $ 17,218 As of December 31, 2015 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,472 $ (541 ) $ 15,931 Trademarks 4.5 years 812 (339 ) 473 Other 2-6 years 567 (107 ) 460 In-process research and development Indefinite 1,896 — 1,896 Total $ 19,747 $ (987 ) $ 18,760 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): Debt instrument Principal at September 30, 2016 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at September 30, 2016 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 — — (1,570 ) 12,430 Note Purchase Agreement 100,000 15,438 (1,378 ) (227 ) 113,833 Total long-term $ 114,000 $ 15,438 $ (1,378 ) $ (1,797 ) $ 126,263 Total $ 114,146 $ 15,438 $ (1,378 ) $ (1,797 ) $ 126,409 Debt instrument Principal at December 31, 2015 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at December 31, 2015 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 — — (2,292 ) 11,708 Note Purchase Agreement 100,000 4,342 (1,481 ) (243 ) 102,618 Total long-term $ 114,000 $ 4,342 $ (1,481 ) $ (2,535 ) $ 114,326 Total $ 114,146 $ 4,342 $ (1,481 ) $ (2,535 ) $ 114,472 |
Accrued and Other Current Lia23
Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Payroll $ 5,218 $ 4,600 Professional fees 4,431 3,343 Contract manufacturing costs 7,531 3,886 Other 4,354 2,337 Total $ 21,534 $ 14,166 |
Other Current Liabilities | Other current liabilities consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Current portion of deferred purchase price $ 4,895 $ 5,906 Other 2,396 398 Total $ 7,291 $ 6,304 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value are summarized below (in thousands): Description September 30, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 24,980 $ 24,980 $ — $ — Short-term investments 19,961 19,961 — — Total $ 44,941 $ 44,941 $ — $ — Liabilities: Contingent purchase price considerations $ 16,962 $ — $ — $ 16,962 Description December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 19,996 $ 19,996 $ — $ — Short-term investments 34,965 34,965 — — Total $ 54,961 $ 54,961 $ — $ — Liabilities: Contingent purchase price considerations $ 5,608 $ — $ — $ 5,608 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of September 30, 2016 (in thousands): Balance, December 31, 2015 $ 5,608 Change in fair value of contingent purchase price considerations during the period 11,354 Balance, September 30, 2016 $ 16,962 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Share Based Compensation [Abstract] | |
Schedule Of Stock Option Activity | A summary of option activity for the nine months ended September 30, 2016 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2015 8,345,835 $ 4.77 Granted 4,252,739 4.26 Exercised (198,636 ) 3.31 Forfeited (452,604 ) 5.03 Expired (185,780 ) 8.75 Outstanding at September 30, 2016 11,761,554 $ 4.53 7.70 $ 32,843,626 Vested or expected to vest at September 30, 2016 10,599,495 $ 4.55 7.57 $ 29,971,443 Exercisable at September 30, 2016 5,624,490 $ 4.68 6.23 $ 15,941,877 |
Schedule Of Nonvested Shares | A summary of nonvested stock activity for the nine months ended September 30, 2016 is presented below: Nonvested Shares Weighted Average Grant Fair Value Outstanding at December 31, 2015 1,730,604 $ 8.55 Granted 935,438 2.91 Vested (570,037 ) 8.52 Forfeited (158,982 ) 8.05 Outstanding at September 30, 2016 1,937,023 $ 6.51 |
Schedule Of Share-Based Compensation Expense | The impact on our results of operations from share-based compensation for the three and nine months ended September 30, 2016 and 2015, was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Research and development $ 818 $ 453 $ 3,689 $ 1,695 General and administrative 1,565 320 5,012 3,523 Total share-based compensation expense $ 2,383 $ 773 $ 8,701 $ 5,218 |
Business, Liquidity and Basis26
Business, Liquidity and Basis of Presentation (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Jun. 14, 2016 | Dec. 31, 2015 | |
Description Of Business [Abstract] | ||||||
Cash, cash equivalents, and short-term investments | $ 95,400,000 | $ 123,300,000 | $ 148,200,000 | $ 95,400,000 | ||
Decrease in cash cash equivalents and short term investments | 27,900,000 | $ 24,900,000 | $ 23,500,000 | 76,300,000 | ||
Accumulated deficit | $ (879,206,048) | $ (879,206,048) | $ (779,187,464) | |||
Common stock, shares authorized | 240,000,000 | 240,000,000 | 140,000,000 | 140,000,000 |
Business, Liquidity and Basis27
Business, Liquidity and Basis of Presentation - Schedule of Cash, Cash Equivalents and Short-Term Investments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Description Of Business [Abstract] | ||||||
Cash, cash equivalents, and short-term investments | $ 95,400,000 | $ 123,300,000 | $ 148,200,000 | $ 95,400,000 | ||
Decrease in cash cash equivalents and short term investments | 27,900,000 | 24,900,000 | 23,500,000 | 76,300,000 | ||
Cash used in operating activities | 23,800,000 | 18,500,000 | 21,500,000 | (63,844,575) | $ (27,584,347) | |
Reported net loss | $ 40,773,520 | $ 28,300,000 | $ 31,800,000 | $ 13,122,249 | $ 100,871,902 | $ 72,274,098 |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding (Details) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,351,450 | 4,351,450 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,761,554 | 8,226,791 |
Nonvested Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,937,023 | 1,734,821 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 333,333 | 333,333 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short-term investments | $ 73,225 | $ 161,315 |
Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short-term investments | 73,225 | 161,331 |
Institutional Money Market Funds [Member] | Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short-term investments | 28,284 | 106,370 |
Institutional Money Market Funds [Member] | Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short-term investments | 28,284 | 106,370 |
U.S. Treasury Bills [Member] | Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short-term investments | 44,941 | 54,945 |
U.S. Treasury Bills [Member] | Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short-term investments | $ 44,941 | $ 54,961 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | $ 53,300,000 | $ 126,400,000 |
Short-term investments | 19,960,567 | $ 34,964,730 |
U.S. Treasury Bills [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Proceeds from sale of short-term investments | 70,000,000 | |
Proceeds from the maturity of cash equivalents | $ 100,000,000 |
Goodwill and Acquired Intangi31
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 22,792,778 |
Foreign currency translation adjustment | 372,000 |
Ending balance | $ 23,165,457 |
Goodwill and Acquired Intangi32
Goodwill and Acquired Intangible Assets (Acquired Intangible Assets) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 19,923,000 | $ 19,747,000 |
Accumulated amortization | (2,705,219) | (987,394) |
Net carrying amount | 17,218,224 | 18,759,662 |
Indefinite-lived Intangible Assets Acquired | 1,942,000 | 1,896,000 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 16,578,000 | 16,472,000 |
Accumulated amortization | (1,958,000) | (541,000) |
Net carrying amount | $ 14,620,000 | $ 15,931,000 |
Intellectual Property [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 7 years | 7 years |
Intellectual Property [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 15 years | 15 years |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 4 years 6 months | 4 years 6 months |
Gross carrying amount | $ 832,000 | $ 812,000 |
Accumulated amortization | (486,000) | (339,000) |
Net carrying amount | 346,000 | 473,000 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 571,000 | 567,000 |
Accumulated amortization | (261,000) | (107,000) |
Net carrying amount | $ 310,000 | $ 460,000 |
Other [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 2 years | 2 years |
Other [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 6 years | 6 years |
Goodwill and Acquired Intangi33
Goodwill and Acquired Intangible Assets (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years |
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2016 | $ 800,000 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2017 | 2,200,000 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2018 | 2,100,000 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2019 | 1,900,000 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2020 | $ 1,900,000 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt instrument, Long-term Portion | ||
Principal Balance, Long-term Portion | $ 114,000 | $ 114,000 |
Non-cash Interest, Long-term Portion | 15,438 | 4,342 |
Unamortized Debt Issuance Costs, Long-term Portion | (1,378) | (1,481) |
Unamortized Debt Discount, Long-term Portion | (1,797) | (2,535) |
Balance, Long-term Portion | 126,263 | 114,326 |
Principal, Balance Total | 114,146 | 114,146 |
Non-cash Interest Total | 15,438 | 4,342 |
Unamortized Debt Issuance Costs Total | (1,378) | (1,481) |
Unamortized Debt Discount Total | (1,797) | (2,535) |
Balance, Long-Term Debt Total | 126,409 | 114,472 |
2015 Subordinated Notes [Member] | ||
Debt instrument, Long-term Portion | ||
Principal Balance, Long-term Portion | 14,000 | 14,000 |
Unamortized Debt Discount, Long-term Portion | (1,570) | (2,292) |
Balance, Long-term Portion | 12,430 | 11,708 |
Note Purchase Agreement [Member] | ||
Debt instrument, Long-term Portion | ||
Principal Balance, Long-term Portion | 100,000 | 100,000 |
Non-cash Interest, Long-term Portion | 15,438 | 4,342 |
Unamortized Debt Issuance Costs, Long-term Portion | (1,378) | (1,481) |
Unamortized Debt Discount, Long-term Portion | (227) | (243) |
Balance, Long-term Portion | 113,833 | 102,618 |
Debentures [Member] | ||
Debt instrument, Current Portion | ||
Principal Balance, Short-term Portion | 146 | 146 |
Balance, Short-term Portion | $ 146 | $ 146 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Carrying value of capital lease included in property, plant and equipment, net | $ 23,508,290 | $ 15,310,623 |
Equipment [Member] | ||
Debt Instrument [Line Items] | ||
Capital lease expiration period | 2020-06 | |
Remainder of 2016 | $ 72,000 | |
2,017 | 288,000 | |
2,018 | 288,000 | |
2,019 | 288,000 | |
December 31, 2020 | 144,000 | |
Capital lease obligations | 1,000,000 | |
Equipment [Member] | Capital Lease [Member] | ||
Debt Instrument [Line Items] | ||
Carrying value of capital lease included in property, plant and equipment, net | 1,000,000 | |
Equipment [Member] | Other Current Liabilities [Member] | ||
Debt Instrument [Line Items] | ||
Capital lease obligations included in other current liabilities | 300,000 | |
Equipment [Member] | Other Long-term Liabilities [Member] | ||
Debt Instrument [Line Items] | ||
Capital lease obligations included in other long-term liabilities | $ 665,000 |
Accrued and Other Current Lia36
Accrued and Other Current Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Accrued Liabilities Current [Abstract] | ||
Payroll | $ 5,218,000 | $ 4,600,000 |
Professional fees | 4,431,000 | 3,343,000 |
Contract manufacturing costs | 7,531,000 | 3,886,000 |
Other | 4,354,000 | 2,337,000 |
Total | $ 21,533,583 | $ 14,165,816 |
Accrued and Other Current Lia37
Accrued and Other Current Liabilities (Other Current Liabilities) (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Current portion of deferred purchase price | $ 4,895,000 | $ 5,906,000 |
Other | 2,396,000 | 398,000 |
Total | $ 7,290,750 | $ 6,304,281 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price considerations | $ 16,962,000 | $ 5,608,000 |
Long-term debt including accrued interest | 129,600,000 | 118,500,000 |
Accrued Interest | 15,400,000 | 4,300,000 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price considerations | 0 | 0 |
Debt Instrument, Fair Value Disclosure | $ 125,700,000 | $ 115,900,000 |
Fair Value Measurements Asset a
Fair Value Measurements Asset and Liabilities Measured at Fair Value (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents, Fair Value Disclosure | $ 24,980,000 | $ 19,996,000 |
Short-term investments, Fair Value Disclosure | 19,961,000 | 34,965,000 |
Total | 44,941,000 | 54,961,000 |
Contingent purchase price considerations, Fair Value Disclosure | 16,962,000 | 5,608,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents, Fair Value Disclosure | 24,980,000 | 19,996,000 |
Short-term investments, Fair Value Disclosure | 19,961,000 | 34,965,000 |
Total | 44,941,000 | 54,961,000 |
Contingent purchase price considerations, Fair Value Disclosure | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents, Fair Value Disclosure | 0 | 0 |
Short-term investments, Fair Value Disclosure | 0 | 0 |
Total | 0 | 0 |
Contingent purchase price considerations, Fair Value Disclosure | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents, Fair Value Disclosure | 0 | 0 |
Short-term investments, Fair Value Disclosure | 0 | 0 |
Total | 0 | 0 |
Contingent purchase price considerations, Fair Value Disclosure | $ 16,962,000 | $ 5,608,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Significant Unobservable Inputs (Level 3) [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Balance, beginning of period | $ 5,608 |
Balance, end of period | 16,962 |
Contingent purchase price [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Change in fair value of considerations during the period | $ 11,354 |
Share-Based Compensation Plan41
Share-Based Compensation Plans (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Weighted average grant-date fair value of options granted | $ 2.38 | $ 3.85 |
Intrinsic value of shares vested | $ 2,400,000 | |
Vesting of nonvested shares, shares | 570,037 | |
Shares issued from exercise of options | 198,636 | |
Employees and directors [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost, options | $ 11,400,000 | |
Outside Advisors [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost, options | $ 308,000 | |
Stock Options [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost, weighted average period | 2 years 4 months 24 days | |
Restricted Stock [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost | $ 10,400,000 | |
Performance Based Award [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost, weighted average period | 1 year 7 months 6 days | |
2009 EIP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 10 years | |
2009 ESPP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Shares issued under ESPP | 121,228 | |
Minimum [Member] | 2009 EIP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Vesting period, minimum | 3 years | |
Maximum [Member] | 2009 EIP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Vesting period, minimum | 4 years |
Share-Based Compensation Plan42
Share-Based Compensation Plans (Schedule Of Stock Option Activity) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Share Based Compensation [Abstract] | |
Options Outstanding, Beginning Balance | shares | 8,345,835 |
Options Granted | shares | 4,252,739 |
Options Exercised | shares | (198,636) |
Options Forfeited | shares | (452,604) |
Options Expired | shares | (185,780) |
Options Outstanding, Ending Balance | shares | 11,761,554 |
Options Vested or expected to vest | shares | 10,599,495 |
Options Exercisable | shares | 5,624,490 |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.77 |
Options Granted, Weighted Average Exercise Price | $ / shares | 4.26 |
Options Exercised, Weighted Average Exercise Price | $ / shares | 3.31 |
Options Forfeited, Weighted Average Exercise Price | $ / shares | 5.03 |
Options Expired, Weighted Average Exercise Price | $ / shares | 8.75 |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 4.53 |
Options Vested or expected to vest, Weighted Average Exercise Price | $ / shares | 4.55 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 4.68 |
Options Outstanding, Weighted Average Remaining Contractual Term | 7 years 8 months 12 days |
Options Vested or expected to vest, Weighted Average Remaining Contractual Term | 7 years 6 months 26 days |
Options Exercisable, Weighted Average Remaining Contractual Term | 6 years 2 months 23 days |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 32,843,626 |
Options Vested or expected to vest, Aggregate Intrinsic Value | $ | 29,971,443 |
Options Exercisable, Aggregate Intrinsic Value | $ | $ 15,941,877 |
Share-Based Compensation Plan43
Share-Based Compensation Plans (Summary Of Nonvested Stock Activity) (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share Based Compensation [Abstract] | |
Nonvested Shares Outstanding, Beginning Balance | shares | 1,730,604 |
Nonvested Shares Granted | shares | 935,438 |
Nonvested Shares Vested | shares | (570,037) |
Nonvested Shares Forfeited | shares | (158,982) |
Nonvested Shares Outstanding, Ending Balance | shares | 1,937,023 |
Nonvested Shares Outstanding, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 8.55 |
Nonvested Shares Granted, Weighted Average Grant Date Fair Value | $ / shares | 2.91 |
Nonvested Shares Vested, Weighted Average Grant Date Fair Value | $ / shares | 8.52 |
Nonvested Shares Forfeited in Period, Weighted Average Grant Date Fair Value | $ / shares | 8.05 |
Nonvested Shares Outstanding, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 6.51 |
Share-Based Compensation Plan44
Share-Based Compensation Plans (Schedule Of Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 2,383 | $ 773 | $ 8,701 | $ 5,218 |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 818 | 453 | 3,689 | 1,695 |
General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 1,565 | $ 320 | $ 5,012 | $ 3,523 |
Benefit Plans (Narrative) (Deta
Benefit Plans (Narrative) (Details) - Foreign Postretirement Benefit Plan, Defined Benefit [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan, contributions by employer | $ 41,000 | $ 26,000 | $ 119,000 | $ 80,000 |
Defined benefit plans, estimated future employer contributions for the remainder of fiscal year | $ 28,000 |