Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 24, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | AMICUS THERAPEUTICS INC | |
Entity Central Index Key | 1178879 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 96,421,182 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $28,827 | $24,074 |
Investments in marketable securities | 119,940 | 127,601 |
Prepaid expenses and other current assets | 2,484 | 2,902 |
Total current assets | 151,251 | 154,577 |
Available-for-sale Securities, Noncurrent | 2,804 | 17,464 |
Property and equipment, less accumulated depreciation and amortization of $12,028 and $11,520 at March 31, 2015 and December 31, 2014 respectively | 3,056 | 2,811 |
In-process research & development | 23,000 | 23,000 |
Goodwill | 11,613 | 11,613 |
Other non-current assets | 892 | 502 |
Total Assets | 192,616 | 209,967 |
Current liabilities: | ||
Accounts payable and accrued expenses | 15,833 | 16,345 |
Current portion of secured loan | 5,189 | 3,840 |
Total current liabilities | 21,022 | 20,185 |
Deferred reimbursements | 36,620 | 36,620 |
Secured loan, less current portion | 9,208 | 10,510 |
Contingent consideration payable | 11,700 | 10,700 |
Deferred tax liability | 9,186 | 9,186 |
Other non-current liability | 870 | 588 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $.01 par value, 125,000,000 shares authorized, 96,375,015 shares issued and outstanding at March 31, 2015 95,556,277 shares issued and outstanding at December 31, 2014 | 1,024 | 1,015 |
Additional paid-in capital | 574,757 | 568,743 |
Accumulated other comprehensive income | -35 | -132 |
Accumulated Deficit | -471,736 | -447,448 |
Total stockholders' equity | 104,010 | 122,178 |
Total Liabilities and Stockholders' Equity | $192,616 | $209,967 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets | ||
Accumulated depreciation of property and equipment (in dollars) | $12,028 | $11,520 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 96,375,015 | 95,556,277 |
Common stock, shares outstanding | 96,375,015 | 95,556,277 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue: | ||
Research revenue | $456 | |
Total revenue | 456 | |
Operating Expenses: | ||
Research and development | 16,113 | 9,992 |
General and administrative | 6,427 | 5,176 |
Changes in fair value of contingent consideration payable | 1,000 | 505 |
Restructuring charges | 10 | -8 |
Depreciation | 508 | 412 |
Total operating expenses | 24,058 | 16,077 |
Loss from operations | -24,058 | -15,621 |
Other income (expenses): | ||
Interest income | 171 | 42 |
Interest expense | -372 | -355 |
Other expense | -29 | -9 |
Net loss | ($24,288) | ($15,943) |
Net loss attributable to common stockholders per common share - basic and diluted | ($0.25) | ($0.25) |
Weighted-average common shares outstanding - basic and diluted | 95,743,416 | 64,353,952 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Consolidated Statements of Comprehensive Loss | ||
Net loss | ($24,288) | ($15,943) |
Other comprehensive income/ (loss): | ||
Unrealized gain on available-for-sale securities | 97 | 1 |
Other comprehensive gain before income taxes | 97 | 1 |
Other comprehensive income | 97 | 1 |
Comprehensive loss | ($24,191) | ($15,942) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities | ||
Net loss | ($24,288) | ($15,943) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense | 83 | 59 |
Depreciation | 508 | 412 |
Stock-based compensation | 1,960 | 1,260 |
Restructuring charges | 10 | -8 |
Non-cash changes in the fair value of contingent consideration payable | 1,000 | 505 |
Changes in operating assets and liabilities: | ||
Receivable due from collaboration agreements | 589 | |
Prepaid expenses and other current assets | 418 | 3,893 |
Other non-current assets | -397 | |
Accounts payable and accrued expenses | -551 | -987 |
Non-current liabilities | 282 | |
Net cash used in operating activities | -20,975 | -10,220 |
Investing activities | ||
Sale and redemption of marketable securities | 40,739 | 11,465 |
Purchases of marketable securities | -18,321 | -17,227 |
Purchases of property and equipment | -753 | -40 |
Net cash provided by/ (used in) investing activities | 21,665 | -5,802 |
Financing activities | ||
Payments of secured loan agreement | -100 | |
Proceeds from exercise of stock options | 4,063 | 15 |
Net cash provided by/(used in) financing activities | 4,063 | -85 |
Net increase/(decrease) in cash and cash equivalents | 4,753 | -16,107 |
Cash and cash equivalents at beginning of period | 24,074 | 43,640 |
Cash and cash equivalents at end of period | 28,827 | 27,533 |
Supplemental disclosures of cash flow information | ||
Cash paid during the period for interest | $209 | $208 |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
Description of Business | |
Description of Business | |
1. Description of Business | |
Corporate Information, Status of Operations, and Management Plans | |
Amicus Therapeutics, Inc. (the “Company”) was incorporated on February 4, 2002 in Delaware and is a biopharmaceutical company focused on the discovery, development and commercialization of next-generation medicines for a range of rare and orphan diseases, with a focus on improved therapies for lysosomal storage disorders (“LSDs”). The Company’s lead product candidate is a small molecule that can be used as a monotherapy and in combination with enzyme replacement therapy (“ERT”) for Fabry disorder. The Company’s development programs also include next-generation ERTs for LSDs, including Fabry disorder, Pompe disorder and Mucopolysaccharoidosis Type I (“MPS I”). The Company’s activities since inception have consisted principally of raising capital, establishing facilities, and performing research and development. | |
We have completed two Phase 3 global registration studies of migalastat monotherapy. | |
During the first quarter of 2015, we met with regulatory authorities in Europe and the U.S. to discuss the approval pathways for migalastat as a monotherapy for Fabry patients who have amenable mutations. In Europe, we plan to submit a marketing authorization application (“MAA”) to the European Medicines Agency (“EMA”) in the second quarter of 2015. In the U.S., we plan to submit a new drug application (“NDA”) for accelerated approval (subpart H) with the U.S. Food and Drug Administration (“FDA”) in the second half of 2015. | |
In November 2014, the Company issued a total of 15.9 million shares through a public offering at a price of $6.50 per share, with net proceeds of $97.2 million. The Company expects to use the net proceeds of the offering for investment in the global commercialization infrastructure for migalastat monotherapy for Fabry disorder, the continued clinical development of its product candidates and for other general corporate purposes. | |
The Company had an accumulated deficit of approximately $471.7 million at March 31, 2015 and anticipates incurring losses through the fiscal year ending December 31, 2015 and beyond. The Company has not yet generated commercial sales revenue and has been able to fund its operating losses to date through the sale of its redeemable convertible preferred stock, issuance of convertible notes, net proceeds from its initial public offering (“IPO”) and subsequent stock offerings, payments from partners during the terms of the collaboration agreements and other financing arrangements. The Company believes that its existing cash and cash equivalents and short-term investments will be sufficient to fund the current operating plan into the second half of 2016. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Summary of Significant Accounting Policies | ||||
Summary of Significant Accounting Policies | ||||
2. Summary of Significant Accounting Policies | ||||
Basis of Presentation | ||||
The Company has prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulations S-X. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s interim financial information. | ||||
The accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s financial statements and related notes as contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. For a complete description of the Company’s accounting policies, please refer to the Annual Report on Form 10-K for the fiscal year ended December 31, 2014. | ||||
Significant Accounting Policies | ||||
There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2015, as compared to the significant accounting policies disclosed in Note 2 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. However, the following accounting policies are the most critical in fully understanding and evaluating the Company’s financial condition and results of operations. | ||||
Revenue Recognition | ||||
The Company recognizes revenue when amounts are realized or realizable and earned. Revenue is considered realizable and earned when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the price is fixed or determinable; and (4) collection of the amounts due are reasonably assured. | ||||
In multiple element arrangements, revenue is allocated to each separate unit of accounting and each deliverable in an arrangement is evaluated to determine whether it represents separate units of accounting. A deliverable constitutes a separate unit of accounting when it has standalone value and there is no general right of return for the delivered elements. In instances when the aforementioned criteria are not met, the deliverable is combined with the undelivered elements and the allocation of the arrangement consideration and revenue recognition is determined for the combined unit as a single unit of accounting. Allocation of the consideration is determined at arrangement inception on the basis of each unit’s relative selling price. In instances where there is determined to be a single unit of accounting, the total consideration is applied as revenue for the single unit of accounting and is recognized over the period of inception through the date where the last deliverable within the single unit of accounting is expected to be delivered. | ||||
The Company’s current revenue recognition policies provide that, when a collaboration arrangement contains multiple deliverables, such as license and research and development services, the Company allocates revenue to each separate unit of accounting based on a selling price hierarchy. The selling price hierarchy for a deliverable is based on (i) its vendor specific objective evidence (“VSOE”) if available, (ii) third party evidence (“TPE”) if VSOE is not available, or (iii) best estimated selling price (“BESP”) if neither VSOE nor TPE is available. The Company would establish the VSOE of selling price using the price charged for a deliverable when sold separately. The TPE of selling price would be established by evaluating largely similar and interchangeable competitor products or services in standalone sales to similarly situated customers. The BESP would be established considering internal factors such as an internal pricing analysis or an income approach using a discounted cash flow model. | ||||
The Company also considers the impact of potential future payments it makes in its role as a vendor to its customers and evaluates if these potential future payments could be a reduction of revenue from that customer. If the potential future payments to the customer are: | ||||
· | a payment for an identifiable benefit; and | |||
· | the identifiable benefit is separable from the existing relationship between the Company and its customer; and | |||
· | the identifiable benefit can be obtained from a party other than the customer; and | |||
· | the Company can reasonably estimate the fair value of the identifiable benefit | |||
then the payments are accounted for separate from the revenue received from that customer. If, however, all these criteria are not satisfied, then the payments are treated as a reduction of revenue from that customer. | ||||
If the Company determines that any potential future payments to its customers are to be considered as a reduction of revenue, it must evaluate if the total amount of revenue to be received under the arrangement is fixed and determinable. If the total amount of revenue is not fixed and determinable due to the uncertain nature of the potential future payments to the customer, then any customer payments cannot be recognized as revenue until the total arrangement consideration becomes fixed and determinable. | ||||
The reimbursements for research and development costs under collaboration agreements that meet the criteria for revenue recognition are included in Research Revenue and the costs associated with these reimbursable amounts are included in research and development expenses. | ||||
In order to determine the revenue recognition for contingent milestones, the Company evaluates the contingent milestones using the criteria as provided by the Financial Accounting Standards Boards (“FASB”) guidance on the milestone method of revenue recognition at the inception of a collaboration agreement. The criteria requires that (i) the Company determines if the milestone is commensurate with either its performance to achieve the milestone or the enhancement of value resulting from the Company’s activities to achieve the milestone, (ii) the milestone be related to past performance, and (iii) the milestone be reasonable relative to all deliverable and payment terms of the collaboration arrangement. If these criteria are met then the contingent milestones can be considered as substantive milestones and will be recognized as revenue in the period that the milestone is achieved. | ||||
Fair Value Measurements | ||||
The Company records certain asset and liability balances under the fair value measurements as defined by the FASB guidance. Current FASB fair value guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, current FASB guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions that market participants assumptions would use in pricing assets or liabilities (unobservable inputs classified within Level 3 of the hierarchy). | ||||
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at measurement date. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. | ||||
Recent Accounting Pronouncements | ||||
In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in ASU 2015-03 are intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We are currently assessing the impact that this standard will have on our consolidated financial statements. | ||||
In November 2014, the FASB issued ASU 2014-17, Business Combinations (Topic 805): Pushdown Accounting. The amendments in ASU 2014-17 provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The ASU is effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. We are currently assessing the impact that this standard will have on our consolidated financial statements. | ||||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a significant impact on our consolidated financial statements. | ||||
In May 2014, FASB issued ASU 2014-09, Revenue From Contracts With Customers, that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The ASU becomes effective for us at the beginning of our 2017 fiscal year; early adoption is not permitted. We are currently assessing the impact that this standard will have on its consolidated financial statements. | ||||
Cash_Money_Market_Funds_and_Ma
Cash, Money Market Funds and Marketable Securities | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Cash, Money Market Funds and Marketable Securities | ||||||||||||||
Cash, Money Market Funds and Marketable Securities | ||||||||||||||
Note 3. Cash, Money Market Funds and Marketable Securities | ||||||||||||||
As of March 31 2015, the Company held $28.8 million in cash and cash equivalents and $122.7 million of available-for-sale securities which are reported at fair value on the Company’s balance sheet. Unrealized holding gains and losses are reported within accumulated other comprehensive income/ (loss) in the statements of comprehensive loss. If a decline in the fair value of a marketable security below the Company’s cost basis is determined to be other than temporary, such marketable security is written down to its estimated fair value as a new cost basis and the amount of the write-down is included in earnings as an impairment charge. To date, only temporary impairment adjustments have been recorded. | ||||||||||||||
Consistent with the Company’s investment policy, the Company does not use derivative financial instruments in its investment portfolio. The Company regularly invests excess operating cash in deposits with major financial institutions, money market funds, notes issued by the U.S. government, as well as fixed income investments and U.S. bond funds both of which can be readily purchased and sold using established markets. The Company believes that the market risk arising from its holdings of these financial instruments is mitigated as many of these securities are either government backed or of the highest credit rating. Investments that have original maturities or greater than 3 months but less than 1 year are classified as short-term and investments with maturities that are greater than 1 year are classified as long-term. | ||||||||||||||
Cash and available-for-sale securities consisted of the following as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||||||
As of March 31, 2015 | ||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | |||||||||||
Gain | Loss | |||||||||||||
Cash balances | $ | 28,827 | $ | — | $ | — | $ | 28,827 | ||||||
Corporate debt securities, current portion | 107,135 | 3 | (47 | ) | 107,091 | |||||||||
Corporate debt securities, non-current portion | 2,808 | — | (4 | ) | 2,804 | |||||||||
Commercial paper | 12,486 | 13 | — | 12,499 | ||||||||||
Certificate of deposit | 350 | — | — | 350 | ||||||||||
$ | 151,606 | $ | 16 | $ | (51 | ) | $ | 151,571 | ||||||
Included in cash and cash equivalents | $ | 28,827 | $ | — | $ | — | $ | 28,827 | ||||||
Included in marketable securities | 122,779 | 16 | (51 | ) | 122,744 | |||||||||
Total cash and marketable securities | $ | 151,606 | $ | 16 | $ | (51 | ) | $ | 151,571 | |||||
As of December 31, 2014 | ||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | |||||||||||
Gain | Loss | |||||||||||||
Cash balances | $ | 24,074 | $ | — | $ | — | $ | 24,074 | ||||||
Corporate debt securities, current portion | 115,862 | — | (110 | ) | 115,752 | |||||||||
Corporate debt securities, non-current portion | 17,508 | — | (44 | ) | 17,464 | |||||||||
Commercial paper | 11,477 | 22 | — | 11,499 | ||||||||||
Certificate of deposit | 350 | — | — | 350 | ||||||||||
$ | 169,271 | $ | 22 | $ | (154 | ) | $ | 169,139 | ||||||
Included in cash and cash equivalents | $ | 24,074 | $ | — | $ | — | $ | 24,074 | ||||||
Included in marketable securities | 145,197 | 22 | (154 | ) | 145,065 | |||||||||
Total cash and marketable securities | $ | 169,271 | $ | 22 | $ | (154 | ) | $ | 169,139 | |||||
Unrealized gains and losses are reported as a component of other comprehensive income/ (loss) in the statements of comprehensive loss. For the three months ended March 31, 2015, unrealized holding gain of $97 thousand and for the year ended December 31, 2014, unrealized holding loss of $132 thousand, included in the statement of comprehensive loss. | ||||||||||||||
For the three months ended March 31, 2015 and the year ended December 31, 2014, there were no realized gains or losses. The cost of securities sold is based on the specific identification method. | ||||||||||||||
Unrealized loss positions in the available for sale securities as of March 31, 2015 and December 31, 2014 reflect temporary impairments that have not been recognized and have been in a loss position for less than twelve months. The fair value of these available for sale securities in unrealized loss positions was $86.2 million and $129.2 million as of March 31, 2015 and December 31, 2014, respectively. | ||||||||||||||
The Company holds available-for-sale investment securities which are reported at fair value on the Company’s balance sheet. Unrealized holding gains and losses are reported within accumulated other comprehensive income (“AOCI”) in the statements of comprehensive loss. The changes in AOCI associated with the unrealized holding gain on available-for-sale investments during the three months ended March 31, 2015 and March 31,2014 were as follows (in thousands): | ||||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Balance, beginning | $ | (132 | ) | $ | 1 | |||||||||
Current period changes in fair value, (a) | 97 | 1 | ||||||||||||
Reclassification of earnings, (a) | — | — | ||||||||||||
Balance, ending | $ | (35 | ) | $ | 2 | |||||||||
(a) — Taxes have not been accrued on the unrealized gain on securities as the Company is in a loss position for all periods presented. | ||||||||||||||
Acquisition_of_Callidus_Biopha
Acquisition of Callidus Biopharma, Inc. | 3 Months Ended |
Mar. 31, 2015 | |
Acquisition of Callidus Biopharma, Inc. | |
Acquisition of Callidus Biopharma, Inc. | |
Note 4. Acquisition of Callidus Biopharma, Inc. | |
In November 2013, the Company acquired Callidus a privately-held biologics company focused on developing best-in-class ERTs for LSDs and its lead ERT is ATB200 for Pompe disorder in late preclinical development. The acquisition of the Callidus assets and technology compliments Amicus’ CHART™ platform for the development of next generation ERTs. | |
In consideration for the merger, the Company agreed to issue an aggregate of 7.2 million shares of its common stock, par value $0.01 per share, to the former stockholders of Callidus. As of March 31, 2015, approximately 25 thousand shares remain issuable to former Callidus shareholders. In addition, the Company will be obligated to make additional payments to the former stockholders of Callidus upon the achievement by the Company of certain clinical milestones of up to $35 million and regulatory approval milestones of up to $105 million as set forth in the Merger Agreement, provided that the aggregate consideration shall not exceed $130 million. The Company may, at its election, satisfy certain milestone payments identified in the Merger Agreement aggregating $40 million in shares of its Common Stock (calculated based on a price per share equal to the average of the last closing bid price per share for the Common Stock on The NASDAQ Global Market for the ten (10) trading days immediately preceding the date of payment). The milestone payments not permitted to be satisfied in Common Stock (as well as any payments that the Company is permitted to, but chooses not to, satisfy in Common Stock), as a result of the terms of the Merger Agreement, the rules of The NASDAQ Global Market, or otherwise, will be paid in cash. | |
The fair value of the contingent acquisition consideration payments on the acquisition date was $10.6 million and was estimated by applying a probability-based income approach utilizing an appropriate discount rate. This estimation was based on significant inputs that are not observable in the market, referred to as Level 3 inputs. Key assumptions included a discount rate of 11.0% and various probability factors. As of March 31, 2015, the range of outcomes and assumptions used to develop these estimates has changed to better reflect the probability of certain milestone outcomes. (see “— Note 8. Assets and Liabilities Measured at Fair Value”, for additional discussion regarding fair value measurements of the contingent acquisition consideration payable). The Company determined the fair value of the contingent consideration to be $11.7 million at March 31, 2015, resulting in an increase in the contingent consideration payable and related expense of $1.0 million for the three months ended March 31, 2015. The expense in recorded as part of operating expense in the Consolidated Statement of Operations. | |
For further information, see — Note 5 Goodwill & — Note 6 Intangible Assets. | |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2015 | |
Goodwill | |
Goodwill | |
Note 5. Goodwill | |
In connection with the acquisition of Callidus as discussed in “—Note 4. Acquisition of Callidus Biopharma, Inc.”, the Company recognized goodwill of $11.6 million. Goodwill is assessed annually for impairment on October 1 and whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that the full carrying amount of an asset is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset exceeds its fair value. During the 2014 impairment assessment, it was determined that the goodwill had not been impaired and there were no changes to the goodwill balance in 2014. For the three months ended March 31, 2015, there were no indicators of impairment and the goodwill balance remained at $11.6 million. | |
Intangible_Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2015 | |
Intangible Assets | |
Intangible Assets | |
Note 6. Intangible Assets | |
In connection with the acquisition of Callidus as discussed in “—Note 4. Acquisition of Callidus Biopharma, Inc.”, the Company recognized In Process Research & Development (“IPR&D”) of $23.0 million. Intangible assets related to IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. During the period the assets are considered indefinite-lived, they will not be amortized but will be tested for impairment on an annual basis on October 1 and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D assets below their respective carrying amounts. During the 2014 impairment assessment, it was determined that the IPR&D had not been impaired and there was no change in the IPR&D balance in 2014. For the three months ended March 31, 2015, there were no indicators of impairment and the IPR&D balance remained at $23.0 million. | |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Stockholders' Equity | ||||||||||||
Stockholders' Equity | ||||||||||||
Note 7. Stockholders’ Equity | ||||||||||||
Common Stock and Warrants | ||||||||||||
As of March 31, 2015, the Company was authorized to issue 125 million shares of common stock. Dividends on common stock will be paid when, and if declared by the board of directors. Each holder of common stock is entitled to vote on all matters that are appropriate for stockholder voting and is entitled to one vote for each share held. | ||||||||||||
In November 2014, we sold a total of 15.9 million shares of our common stock, par value $0.01 per share, at a public offering price of $6.50 per share. The aggregate offering proceeds were approximately $97.2 million. We expect to use the net proceeds of the offering for investment in the global commercialization infrastructure for migalastat monotherapy for Fabry disorder, the continued clinical development of its product candidates and for other general corporate purposes. | ||||||||||||
In July 2014, the Company completed a $40 million at the market (“ATM”) equity offering under which the Company sold shares of its common stock, par value $0.01 per shares with Cowen and Company LLC as sales agent. Under the ATM equity program the Company sold 14.3 million shares of common stock resulting in net proceeds of $38.6 million. | ||||||||||||
The warrants issued in connection with the November 2013 securities and purchase agreement (“SPA”) are classified as equity. As part of the SPA, a total of 7.5 million common shares and 1.6 million warrants were issued at $2.00 per share, for total cash received of $15 million. The warrants are included in stockholder’s equity and were initially measured at fair value of $1.0 million using the Black Scholes valuation model. | ||||||||||||
Nonqualified Cash Plan | ||||||||||||
In July 2014, the Board of Directors approved the Company’s Deferral Plan, (the “Deferral Plan”) which provides certain key employees and members of the Board of Directors as selected by the Compensation Committee, with an opportunity to defer the receipt of such participant’s base salary, bonus and director’s fees, as applicable. The Deferral Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code of 1986 as amended. | ||||||||||||
Deferred compensation amounts under the Deferral Plan as of March 31, 2015 were approximately $0.4 million, as compared to $0.1 million on December 31, 2014 and are included in other long term liabilities. As of December 31, 2014, the amounts deferred under the Deferral Plan had not been invested and the investments were subsequently made in the three months ended March 31, 2015. Deferral Plan assets as of March 31, 2015 were $0.4 million are classified as trading securities and recorded at fair value with changes in the investments’ fair value recognized in the period they occur. During the three months ended March 31, 2015, income from the investments was under $1 thousand and unrealized gain/loss was under $1 thousand. | ||||||||||||
Equity Incentive Plan | ||||||||||||
Stock Option Grants | ||||||||||||
The fair value of the stock options granted is estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: | ||||||||||||
Three Months ended March 31, | ||||||||||||
2015 | 2014 | |||||||||||
Expected stock price volatility | 77.1 | % | 81.4 | % | ||||||||
Risk free interest rate | 1.7 | % | 2.0 | % | ||||||||
Expected life of options (years) | 6.25 | 6.25 | ||||||||||
Expected annual dividend per share | $ | 0.00 | $ | 0.00 | ||||||||
A summary of the Company’s stock options for the three months ended March 31, 2015 is as follows: | ||||||||||||
Number of | Weighted | Weighted | Aggregate Intrinsic | |||||||||
Shares | Average Exercise | Average | Value | |||||||||
(in thousands) | Price | Remaining | (in millions) | |||||||||
Contractual Life | ||||||||||||
Balance at December 31, 2014 | 10,020.70 | $ | 5.02 | |||||||||
Options granted | 1,415.70 | $ | 9.07 | |||||||||
Options exercised | (818.7 | ) | $ | 5.02 | ||||||||
Options forfeited | (15.0 | ) | $ | 2.8 | ||||||||
Balance at March 31, 2015 | 10,602.70 | $ | 5.56 | 7.3 years | $ | 57.6 | ||||||
Vested and unvested expected to vest March 31, 2015 | 9,842.50 | $ | 5.58 | 7.2 years | $ | 53.4 | ||||||
Exercisable at March 31, 2015 | 5,261.00 | $ | 6.3 | 5.7 years | $ | 25.3 | ||||||
As of March 31, 2015, the total unrecognized compensation cost related to non-vested stock options granted was $13.4 million and is expected to be recognized over a weighted average period of 3.0 years. | ||||||||||||
Restricted Stock Units | ||||||||||||
A summary of non-vested Restricted Stock Units (“RSU”) activity under the Plan for the three months ended March 31, 2015 is as follows: | ||||||||||||
Number of | Weighted | Weighted | Aggregate Intrinsic | |||||||||
Shares | Average Grant | Average | Value | |||||||||
(in thousands) | Date Fair | Remaining Years | (in millions) | |||||||||
Value | ||||||||||||
Non-vested units as of December 31, 2014 | 955 | $ | 2.28 | |||||||||
Granted | — | $ | — | |||||||||
Vested | — | $ | — | |||||||||
Forfeited | — | $ | — | |||||||||
Non-vested units as of March 31, 2015 | 955 | $ | 2.28 | 0.49 | $ | 8.2 | ||||||
For the three months ended March 31, 2015, there were no RSUs that vested and all non-vested units are expected to vest over their normal term. As of March 31, 2015, there was $0.7 million of total unrecognized compensation cost related to unvested RSUs with service-based vesting conditions. These costs are expected to be recognized over a weighted average period of 0.49 years. | ||||||||||||
Compensation Expense Related to Equity Awards | ||||||||||||
The following table summarizes information related to compensation expense recognized in the statements of operations related to the equity awards (in thousands): | ||||||||||||
Three Months | ||||||||||||
Ended March 31, | ||||||||||||
2015 | 2014 | |||||||||||
Equity compensation expense recognized in: | ||||||||||||
Research and development expense | $ | 947 | $ | 550 | ||||||||
General and administrative expense | 1,013 | 710 | ||||||||||
Total equity compensation expense | $ | 1,960 | $ | 1,260 | ||||||||
Assets_and_Liabilities_Measure
Assets and Liabilities Measured at Fair Value | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Assets and Liabilities Measured at Fair Value | ||||||||||||||
Assets and Liabilities Measured at Fair Value | ||||||||||||||
Note 8. Assets and Liabilities Measured at Fair Value | ||||||||||||||
The Company’s financial assets and liabilities are measured at fair value and classified within the fair value hierarchy which is defined as follows: | ||||||||||||||
Level 1 — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | ||||||||||||||
Level 2 — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly. | ||||||||||||||
Level 3 — Inputs that are unobservable for the asset or liability. | ||||||||||||||
Cash, Money Market Funds and Marketable Securities | ||||||||||||||
The Company classifies its cash and money market funds within the fair value hierarchy as Level 1 as these assets are valued using quoted prices in active market for identical assets at the measurement date. The Company considers its investments in marketable securities as available-for-sale and classifies these assets within the fair value hierarchy as Level 2 primarily utilizing broker quotes in a non-active market for valuation of these securities. No changes in valuation techniques or inputs occurred during the three March 31, 2015. No transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy occurred during the three months ended March 31, 2015. | ||||||||||||||
Secured Debt | ||||||||||||||
As disclosed in “—Note 9. Short Term Borrowings and Long Term Debt”, the Company has a loan and security agreement with MidCap Financial, Oxford Finance and Silicon Valley Bank (“Term Loan”). The carrying amount of the Company’s borrowings approximates fair value at March 31, 2015. The Company’s secured debt is classified as Level 2 and the fair value is estimated using quoted prices for similar liabilities in active markets, as well as inputs that are observable for the liability (other than quoted prices), such as interest rates that are observable at commonly quoted intervals. | ||||||||||||||
In connection with the Term Loan, as disclosed in “—Note 9. Short Term Borrowings and Long Term Debt”, the Company recorded a contingent liability of approximately $0.3 million representing the fair value of a contingent payment of up to $0.4 million related to a success fee payable within six months of trigger event, with the trigger event being regulatory acceptance of NDA or MAA submission. This is effective 5 years from the closing of the Term Loan. The success fee payable to the lender was probability adjusted and discounted utilizing an appropriate discount rate and hence classified as Level 3. | ||||||||||||||
Contingent Consideration Payable | ||||||||||||||
The contingent consideration payable resulted from acquisition of Callidus, as discussed in “—Note 4. Acquisition of Callidus Biopharma, Inc.” Our most recent valuation was determined using a probability weighted discounted cash flow valuation approach. Using this approach, expected future cash flows are calculated over the expected life of the agreement, are discounted, and then exercise scenario probabilities are applied. Some of the more significant assumptions used in the valuation include (i) ATB200 clinical forecasts (ii) the probability and timing related to the achievement of certain developmental milestones and (iii) and the discount rate of 11.0% which is a measure of the credit risk associated with settling the liability. The probability of achievement of clinical milestones ranged from 24% to 75% with milestone payment outcomes ranging from $0 to $81 million. The valuation is performed quarterly. Gains and losses are included in the statement of operations. There is no assurance that any of the conditions for the milestone payments will be met. | ||||||||||||||
The contingent consideration payable has been classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently observable in the market. If different assumptions were used for the various inputs to the valuation approach the estimated fair value could be significantly higher or lower than the fair value the Company determined. The Company may be required to record losses in future periods. | ||||||||||||||
Deferred Compensation Plan- Investment and Liability | ||||||||||||||
As disclosed in “—Note 7. Stockholders’ Equity”, the Deferral Plan provides certain key employees and members of the Board of Directors with an opportunity to defer the receipt of such Participant’s base salary, bonus and director’s fees, as applicable. Deferral Plan assets as of March 31, 2015 were $0.4 million are classified as trading securities and recorded at fair value with changes in the investments’ fair value recognized in the period they occur. During the three months ended March 31, 2015, the unrealized gain/loss was under $1 thousand. The Company considers its investments in marketable securities, as available-for-sale and classifies these assets and related liability within the fair value hierarchy as Level 2 primarily utilizing broker quotes in a non-active market for valuation of these securities. | ||||||||||||||
A summary of the fair value of the Company’s assets and liabilities aggregated by the level in the fair value hierarchy within which those measurements fall as of March 31, 2015, are identified in the following table (in thousands): | ||||||||||||||
Level 1 | Level 2 | Total | ||||||||||||
Assets: | ||||||||||||||
Cash/ money market funds | $ | 28,827 | $ | — | $ | 28,827 | ||||||||
Corporate debt securities | — | 109,895 | 109,895 | |||||||||||
Commercial paper | — | 12,499 | 12,499 | |||||||||||
Certificate of deposit | — | 350 | 350 | |||||||||||
Deferred Compensation Plan Assets | — | 398 | 398 | |||||||||||
$ | 28,827 | $ | 123,142 | $ | 151,969 | |||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Liabilities: | ||||||||||||||
Contingent success fee payable | — | — | 370 | 370 | ||||||||||
Contingent consideration payable | — | — | 11,700 | 11,700 | ||||||||||
Deferred Compensation Plan Liability | — | 406 | — | 406 | ||||||||||
$ | — | $ | 406 | $ | 12,070 | $ | 12,476 | |||||||
A summary of the fair value of the Company’s assets and liabilities aggregated by the level in the fair value hierarchy within which those measurements fall as of December 31, 2014, are identified in the following table (in thousands): | ||||||||||||||
Level 1 | Level 2 | Total | ||||||||||||
Assets: | ||||||||||||||
Cash/ money market funds | $ | 24,074 | $ | — | $ | 24,074 | ||||||||
Corporate debt securities | — | 133,216 | 133,216 | |||||||||||
Commercial paper | — | 11,499 | 11,499 | |||||||||||
Certificate of deposit | — | 350 | 350 | |||||||||||
Deferred Compensation Plan Assets | — | — | — | |||||||||||
$ | 24,074 | $ | 145,065 | $ | 169,139 | |||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Liabilities: | ||||||||||||||
Contingent success fee payable | — | — | 341 | 341 | ||||||||||
Contingent consideration payable | — | — | 10,700 | 10,700 | ||||||||||
Deferred Compensation Plan Liability | — | 124 | — | 124 | ||||||||||
$ | — | $ | 124 | $ | 11,041 | $ | 11,165 | |||||||
ShortTerm_Borrowings_and_LongT
Short-Term Borrowings and Long-Term Debt | 3 Months Ended |
Mar. 31, 2015 | |
Short-Term Borrowings and Long-Term Debt | |
Short-Term Borrowings and Long-Term Debt | |
Note 9. Short-Term Borrowings and Long-Term Debt | |
In December 2013, the Company entered into a credit and security agreement with a lending syndicate consisting of MidCap Funding III, LLC, Oxford Finance LLC, and Silicon Valley Bank . The Company drew $15 million of the aggregate principal amount which bears interest at a rate per annum fixed at 8.5%. The Company made interest-only payments on the Term Loan beginning January 1, 2014 and will continue through April 1, 2015, after which the Company will repay the aggregate principal outstanding balance of the Term Loan in 33 equal monthly installments of principal, plus accrued interest at the applicable rate. The Term Loan matures on December 27, 2017. At March 31, 2015 the total principal amount due under the Term Loan was $15 million. | |
In connection with the Term Loan, the Company recorded a debt discount of $0.8 million at December 31, 2013 which consists of payments to be made and a contingent payable to the lenders. These payments include a debt facility fee of $0.1 million which was paid on the date of the First Tranche, $0.4 million exit fee that will be payable upon repayment of the term loan and $0.4 million representing the fair value of a contingent payment of up to $0.4 million related to a success fee payable within six months of trigger event, with the trigger event being regulatory acceptance of NDA or MAA submission. This is effective 5 years from the closing of the Term Loan. The success fee payable to the lender was probability adjusted and discounted utilizing an appropriate discount rate and is shown as a current liability on the Company’s consolidated balance sheet. | |
Collaborative_Agreements
Collaborative Agreements | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Collaborative Agreements | ||||
Collaborative Agreements | ||||
Note 10. Collaborative Agreements | ||||
GSK | ||||
In November 2013, Amicus entered into the Revised Agreement with GlaxoSmithKline (“GSK”), pursuant to which Amicus has obtained global rights to develop and commercialize migalastat as a monotherapy and in combination with ERT for Fabry disorder. The Revised Agreement amends and replaces in its entirety the Expanded Agreement entered into between Amicus and GSK in July 2012. Under the terms of the Revised Agreement, there was no upfront payment from Amicus to GSK. For migalastat monotherapy, GSK is eligible to receive post-approval and sales-based milestones up to $40 million, as well as tiered royalties in the mid-teens in eight major markets outside the U.S. | ||||
Under the terms of the Revised Agreement, GSK will no longer jointly fund development costs for all formulations of migalastat. | ||||
Biogen | ||||
In September 2013, the Company entered into a license and collaboration agreement (the “Biogen Agreement”) with Biogen Idec (“Biogen”) to discover, develop and commercialize novel small molecules for the treatment of Parkinson’s disorder. Under terms of the agreement, the Company and Biogen collaborated in the discovery of a new class of small molecules that target the GCase enzyme, for further development and commercialization by Biogen. Biogen was responsible for funding all discovery, development, and commercialization activities. In addition the Company was reimbursed for all full-time employees working on the project as part of a cost sharing arrangement. The Company was also eligible to receive development and regulatory milestones, as well as modest royalties in global net sales. | ||||
In accordance with the revenue recognition guidance related to reimbursement of research and development expenses, the Company identified all deliverables at the inception of the agreement. As the Company has not commenced its planned principal operations (i.e. selling commercial products) the Company is only performing development of its compounds, and therefore, development activities are part of the Company’s ongoing central operations. Additionally, the Company has the following accounting policies: | ||||
· | Research and development expenses related to a collaboration agreement will be recorded on a gross basis in the income statement and not presented net of any reimbursement received from a collaboration agreement; and | |||
· | The reimbursement of research and development expenses from a collaborator will be recognized in the income statement as “Research Revenue” for the period in which the research activity occurred. | |||
For the three months ended March 31, 2014, the Company recognized $0.5 million in Research Revenue for work performed under the cost sharing arrangement of the Biogen Agreement. | ||||
In September 2014, the Company and Biogen concluded their research collaboration. The Company’s most advanced Parkinson’s candidate is AT3375, which was developed outside the collaboration and is wholly-owned by the Company. | ||||
Restructuring_Charges
Restructuring Charges | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Restructuring Charges | |||||||||||||||||
Restructuring Charges | |||||||||||||||||
Note 11. Restructuring Charges | |||||||||||||||||
In December 2013, the Company initiated and completed a facilities consolidation effort, closing one of its leased locations in San Diego, CA. The Company recorded a charge of $0.7 million related to the net present value of the net future minimum lease payments at the cease-use date. | |||||||||||||||||
The following table summarizes the restructuring charges and utilization for the three months ended March 31, 2015 (in thousands): | |||||||||||||||||
Balance as of | Charges | Cash Payments | Adjustments | Balance as of | |||||||||||||
December 31, 2014 | March 31, 2015 | ||||||||||||||||
Facilities consolidation | $ | 283 | $ | — | $ | (59 | ) | $ | 10 | $ | 234 | ||||||
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events | |
Subsequent Events | |
Note 12. Subsequent Events | |
The Company evaluated events that occurred subsequent to March 31, 2015 and there were no material recognized or non-recognized subsequent events during this period. | |
Basic_and_Diluted_Net_Loss_Att
Basic and Diluted Net Loss Attributable to Common Stockholders per Common Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Basic and Diluted Net Loss Attributable to Common Stockholders per Common Share | ||||||||
Basic and Diluted Net Loss Attributable to Common Stockholders per Common Share | ||||||||
Note 13. Basic and Diluted Net Loss Attributable to Common Stockholders per Common Share | ||||||||
The Company calculates net loss per share as a measurement of the Company’s performance while giving effect to all dilutive potential common shares that were outstanding during the reporting period. The Company has a net loss for all periods presented; accordingly, the inclusion of common stock options and warrants would be anti-dilutive. Therefore, the weighted average shares used to calculate both basic and diluted earnings per share are the same. | ||||||||
The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net loss attributable to common stockholders per common share: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
(In thousands, except per share amounts) | 2015 | 2014 | ||||||
Historical | ||||||||
Numerator: | ||||||||
Net loss attributable to common stockholders | $ | (24,288 | ) | $ | (15,943 | ) | ||
Denominator | ||||||||
Weighted average common shares outstanding — basic and diluted | 95,743,416 | 64,353,952 | ||||||
Dilutive common stock equivalents would include the dilutive effect of common stock options, restricted stock units and warrants for common stock equivalents. Potentially dilutive common stock equivalents were excluded from the diluted earnings per share denominator for all periods because of their anti-dilutive effect. The table below presents potential shares of common stock that were excluded from the computation as they were anti-dilutive using the treasury stock method (in thousands): | ||||||||
As of March 31, | ||||||||
2015 | 2014 | |||||||
Options to purchase common stock | 10,603 | 9,660 | ||||||
Outstanding warrants, convertible to common stock | 1,600 | 1,600 | ||||||
Unvested restricted stock units | 955 | — | ||||||
Total number of potentially issuable shares | 13,158 | 11,260 | ||||||
Significant_Accounting_Policie
Significant Accounting Policies (Policies) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Summary of Significant Accounting Policies | ||||
Basis of Presentation | ||||
Basis of Presentation | ||||
The Company has prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulations S-X. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s interim financial information. | ||||
The accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s financial statements and related notes as contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. For a complete description of the Company’s accounting policies, please refer to the Annual Report on Form 10-K for the fiscal year ended December 31, 2014. | ||||
Revenue Recognition | ||||
Revenue Recognition | ||||
The Company recognizes revenue when amounts are realized or realizable and earned. Revenue is considered realizable and earned when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the price is fixed or determinable; and (4) collection of the amounts due are reasonably assured. | ||||
In multiple element arrangements, revenue is allocated to each separate unit of accounting and each deliverable in an arrangement is evaluated to determine whether it represents separate units of accounting. A deliverable constitutes a separate unit of accounting when it has standalone value and there is no general right of return for the delivered elements. In instances when the aforementioned criteria are not met, the deliverable is combined with the undelivered elements and the allocation of the arrangement consideration and revenue recognition is determined for the combined unit as a single unit of accounting. Allocation of the consideration is determined at arrangement inception on the basis of each unit’s relative selling price. In instances where there is determined to be a single unit of accounting, the total consideration is applied as revenue for the single unit of accounting and is recognized over the period of inception through the date where the last deliverable within the single unit of accounting is expected to be delivered. | ||||
The Company’s current revenue recognition policies provide that, when a collaboration arrangement contains multiple deliverables, such as license and research and development services, the Company allocates revenue to each separate unit of accounting based on a selling price hierarchy. The selling price hierarchy for a deliverable is based on (i) its vendor specific objective evidence (“VSOE”) if available, (ii) third party evidence (“TPE”) if VSOE is not available, or (iii) best estimated selling price (“BESP”) if neither VSOE nor TPE is available. The Company would establish the VSOE of selling price using the price charged for a deliverable when sold separately. The TPE of selling price would be established by evaluating largely similar and interchangeable competitor products or services in standalone sales to similarly situated customers. The BESP would be established considering internal factors such as an internal pricing analysis or an income approach using a discounted cash flow model. | ||||
The Company also considers the impact of potential future payments it makes in its role as a vendor to its customers and evaluates if these potential future payments could be a reduction of revenue from that customer. If the potential future payments to the customer are: | ||||
· | a payment for an identifiable benefit; and | |||
· | the identifiable benefit is separable from the existing relationship between the Company and its customer; and | |||
· | the identifiable benefit can be obtained from a party other than the customer; and | |||
· | the Company can reasonably estimate the fair value of the identifiable benefit | |||
then the payments are accounted for separate from the revenue received from that customer. If, however, all these criteria are not satisfied, then the payments are treated as a reduction of revenue from that customer. | ||||
If the Company determines that any potential future payments to its customers are to be considered as a reduction of revenue, it must evaluate if the total amount of revenue to be received under the arrangement is fixed and determinable. If the total amount of revenue is not fixed and determinable due to the uncertain nature of the potential future payments to the customer, then any customer payments cannot be recognized as revenue until the total arrangement consideration becomes fixed and determinable. | ||||
The reimbursements for research and development costs under collaboration agreements that meet the criteria for revenue recognition are included in Research Revenue and the costs associated with these reimbursable amounts are included in research and development expenses. | ||||
In order to determine the revenue recognition for contingent milestones, the Company evaluates the contingent milestones using the criteria as provided by the Financial Accounting Standards Boards (“FASB”) guidance on the milestone method of revenue recognition at the inception of a collaboration agreement. The criteria requires that (i) the Company determines if the milestone is commensurate with either its performance to achieve the milestone or the enhancement of value resulting from the Company’s activities to achieve the milestone, (ii) the milestone be related to past performance, and (iii) the milestone be reasonable relative to all deliverable and payment terms of the collaboration arrangement. If these criteria are met then the contingent milestones can be considered as substantive milestones and will be recognized as revenue in the period that the milestone is achieved. | ||||
Fair Value Measurements | ||||
Fair Value Measurements | ||||
The Company records certain asset and liability balances under the fair value measurements as defined by the FASB guidance. Current FASB fair value guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, current FASB guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions that market participants assumptions would use in pricing assets or liabilities (unobservable inputs classified within Level 3 of the hierarchy). | ||||
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at measurement date. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. | ||||
Recent Accounting Pronouncements | ||||
Recent Accounting Pronouncements | ||||
In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in ASU 2015-03 are intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We are currently assessing the impact that this standard will have on our consolidated financial statements. | ||||
In November 2014, the FASB issued ASU 2014-17, Business Combinations (Topic 805): Pushdown Accounting. The amendments in ASU 2014-17 provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The ASU is effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. We are currently assessing the impact that this standard will have on our consolidated financial statements. | ||||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a significant impact on our consolidated financial statements. | ||||
In May 2014, FASB issued ASU 2014-09, Revenue From Contracts With Customers, that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The ASU becomes effective for us at the beginning of our 2017 fiscal year; early adoption is not permitted. We are currently assessing the impact that this standard will have on its consolidated financial statements. | ||||
Cash_Money_Market_Funds_and_Ma1
Cash, Money Market Funds and Marketable Securities (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Cash, Money Market Funds and Marketable Securities | ||||||||||||||
Schedule of cash and available-for-sale securities | ||||||||||||||
Cash and available-for-sale securities consisted of the following as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||||||
As of March 31, 2015 | ||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | |||||||||||
Gain | Loss | |||||||||||||
Cash balances | $ | 28,827 | $ | — | $ | — | $ | 28,827 | ||||||
Corporate debt securities, current portion | 107,135 | 3 | (47 | ) | 107,091 | |||||||||
Corporate debt securities, non-current portion | 2,808 | — | (4 | ) | 2,804 | |||||||||
Commercial paper | 12,486 | 13 | — | 12,499 | ||||||||||
Certificate of deposit | 350 | — | — | 350 | ||||||||||
$ | 151,606 | $ | 16 | $ | (51 | ) | $ | 151,571 | ||||||
Included in cash and cash equivalents | $ | 28,827 | $ | — | $ | — | $ | 28,827 | ||||||
Included in marketable securities | 122,779 | 16 | (51 | ) | 122,744 | |||||||||
Total cash and marketable securities | $ | 151,606 | $ | 16 | $ | (51 | ) | $ | 151,571 | |||||
As of December 31, 2014 | ||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | |||||||||||
Gain | Loss | |||||||||||||
Cash balances | $ | 24,074 | $ | — | $ | — | $ | 24,074 | ||||||
Corporate debt securities, current portion | 115,862 | — | (110 | ) | 115,752 | |||||||||
Corporate debt securities, non-current portion | 17,508 | — | (44 | ) | 17,464 | |||||||||
Commercial paper | 11,477 | 22 | — | 11,499 | ||||||||||
Certificate of deposit | 350 | — | — | 350 | ||||||||||
$ | 169,271 | $ | 22 | $ | (154 | ) | $ | 169,139 | ||||||
Included in cash and cash equivalents | $ | 24,074 | $ | — | $ | — | $ | 24,074 | ||||||
Included in marketable securities | 145,197 | 22 | (154 | ) | 145,065 | |||||||||
Total cash and marketable securities | $ | 169,271 | $ | 22 | $ | (154 | ) | $ | 169,139 | |||||
Schedule of changes in AOCI associated with the unrealized holding gain on available-for-sale investments | The changes in AOCI associated with the unrealized holding gain on available-for-sale investments during the three months ended March 31, 2015 and March 31,2014 were as follows (in thousands): | |||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Balance, beginning | $ | (132 | ) | $ | 1 | |||||||||
Current period changes in fair value, (a) | 97 | 1 | ||||||||||||
Reclassification of earnings, (a) | — | — | ||||||||||||
Balance, ending | $ | (35 | ) | $ | 2 | |||||||||
(a) — Taxes have not been accrued on the unrealized gain on securities as the Company is in a loss position for all periods presented. | ||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Stockholders' Equity | ||||||||||||
Schedule of fair value weighted-average assumptions | ||||||||||||
Three Months ended March 31, | ||||||||||||
2015 | 2014 | |||||||||||
Expected stock price volatility | 77.1 | % | 81.4 | % | ||||||||
Risk free interest rate | 1.7 | % | 2.0 | % | ||||||||
Expected life of options (years) | 6.25 | 6.25 | ||||||||||
Expected annual dividend per share | $ | 0.00 | $ | 0.00 | ||||||||
Summary of stock options | ||||||||||||
Number of | Weighted | Weighted | Aggregate Intrinsic | |||||||||
Shares | Average Exercise | Average | Value | |||||||||
(in thousands) | Price | Remaining | (in millions) | |||||||||
Contractual Life | ||||||||||||
Balance at December 31, 2014 | 10,020.70 | $ | 5.02 | |||||||||
Options granted | 1,415.70 | $ | 9.07 | |||||||||
Options exercised | (818.7 | ) | $ | 5.02 | ||||||||
Options forfeited | (15.0 | ) | $ | 2.8 | ||||||||
Balance at March 31, 2015 | 10,602.70 | $ | 5.56 | 7.3 years | $ | 57.6 | ||||||
Vested and unvested expected to vest March 31, 2015 | 9,842.50 | $ | 5.58 | 7.2 years | $ | 53.4 | ||||||
Exercisable at March 31, 2015 | 5,261.00 | $ | 6.3 | 5.7 years | $ | 25.3 | ||||||
Summary of information on the Company's restricted stock | ||||||||||||
Number of | Weighted | Weighted | Aggregate Intrinsic | |||||||||
Shares | Average Grant | Average | Value | |||||||||
(in thousands) | Date Fair | Remaining Years | (in millions) | |||||||||
Value | ||||||||||||
Non-vested units as of December 31, 2014 | 955 | $ | 2.28 | |||||||||
Granted | — | $ | — | |||||||||
Vested | — | $ | — | |||||||||
Forfeited | — | $ | — | |||||||||
Non-vested units as of March 31, 2015 | 955 | $ | 2.28 | 0.49 | $ | 8.2 | ||||||
Summary of the stock-based compensation expense recognized in the statements of operations | ||||||||||||
The following table summarizes information related to compensation expense recognized in the statements of operations related to the equity awards (in thousands): | ||||||||||||
Three Months | ||||||||||||
Ended March 31, | ||||||||||||
2015 | 2014 | |||||||||||
Equity compensation expense recognized in: | ||||||||||||
Research and development expense | $ | 947 | $ | 550 | ||||||||
General and administrative expense | 1,013 | 710 | ||||||||||
Total equity compensation expense | $ | 1,960 | $ | 1,260 | ||||||||
Assets_and_Liabilities_Measure1
Assets and Liabilities Measured at Fair Value (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Assets and Liabilities Measured at Fair Value | ||||||||||||||
Summary of assets and liabilities subject to fair value measurements | ||||||||||||||
A summary of the fair value of the Company’s assets and liabilities aggregated by the level in the fair value hierarchy within which those measurements fall as of March 31, 2015, are identified in the following table (in thousands): | ||||||||||||||
Level 1 | Level 2 | Total | ||||||||||||
Assets: | ||||||||||||||
Cash/ money market funds | $ | 28,827 | $ | — | $ | 28,827 | ||||||||
Corporate debt securities | — | 109,895 | 109,895 | |||||||||||
Commercial paper | — | 12,499 | 12,499 | |||||||||||
Certificate of deposit | — | 350 | 350 | |||||||||||
Deferred Compensation Plan Assets | — | 398 | 398 | |||||||||||
$ | 28,827 | $ | 123,142 | $ | 151,969 | |||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Liabilities: | ||||||||||||||
Contingent success fee payable | — | — | 370 | 370 | ||||||||||
Contingent consideration payable | — | — | 11,700 | 11,700 | ||||||||||
Deferred Compensation Plan Liability | — | 406 | — | 406 | ||||||||||
$ | — | $ | 406 | $ | 12,070 | $ | 12,476 | |||||||
A summary of the fair value of the Company’s assets and liabilities aggregated by the level in the fair value hierarchy within which those measurements fall as of December 31, 2014, are identified in the following table (in thousands): | ||||||||||||||
Level 1 | Level 2 | Total | ||||||||||||
Assets: | ||||||||||||||
Cash/ money market funds | $ | 24,074 | $ | — | $ | 24,074 | ||||||||
Corporate debt securities | — | 133,216 | 133,216 | |||||||||||
Commercial paper | — | 11,499 | 11,499 | |||||||||||
Certificate of deposit | — | 350 | 350 | |||||||||||
Deferred Compensation Plan Assets | — | — | — | |||||||||||
$ | 24,074 | $ | 145,065 | $ | 169,139 | |||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Liabilities: | ||||||||||||||
Contingent success fee payable | — | — | 341 | 341 | ||||||||||
Contingent consideration payable | — | — | 10,700 | 10,700 | ||||||||||
Deferred Compensation Plan Liability | — | 124 | — | 124 | ||||||||||
$ | — | $ | 124 | $ | 11,041 | $ | 11,165 | |||||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Restructuring Charges | |||||||||||||||||
Summary of restructuring charges and utilization | |||||||||||||||||
The following table summarizes the restructuring charges and utilization for the three months ended March 31, 2015 (in thousands): | |||||||||||||||||
Balance as of | Charges | Cash Payments | Adjustments | Balance as of | |||||||||||||
December 31, 2014 | March 31, 2015 | ||||||||||||||||
Facilities consolidation | $ | 283 | $ | — | $ | (59 | ) | $ | 10 | $ | 234 | ||||||
Basic_and_Diluted_Net_Loss_Att1
Basic and Diluted Net Loss Attributable to Common Stockholders per Common Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Basic and Diluted Net Loss Attributable to Common Stockholders per Common Share | ||||||||
Schedule of reconciliation of the numerator and denominator used in computing basic and diluted net loss attributable to common stockholders per common share | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
(In thousands, except per share amounts) | 2015 | 2014 | ||||||
Historical | ||||||||
Numerator: | ||||||||
Net loss attributable to common stockholders | $ | (24,288 | ) | $ | (15,943 | ) | ||
Denominator | ||||||||
Weighted average common shares outstanding — basic and diluted | 95,743,416 | 64,353,952 | ||||||
Schedule of potential shares of common stock that were excluded from the computation as they were anti-dilutive using the treasury stock method | The table below presents potential shares of common stock that were excluded from the computation as they were anti-dilutive using the treasury stock method (in thousands): | |||||||
As of March 31, | ||||||||
2015 | 2014 | |||||||
Options to purchase common stock | 10,603 | 9,660 | ||||||
Outstanding warrants, convertible to common stock | 1,600 | 1,600 | ||||||
Unvested restricted stock units | 955 | — | ||||||
Total number of potentially issuable shares | 13,158 | 11,260 | ||||||
Description_of_Business1
Description of Business (USD $) | 1 Months Ended | ||
Share data in Millions, except Per Share data, unless otherwise specified | Nov. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 |
Corporate Information, Status of Operations and Management Plans | |||
Accumulated deficit | $471,736,000 | $447,448,000 | |
Shares Issued, Price Per Share | $6.50 | ||
Common stock issued (in shares) | 15.9 | ||
Proceeds from the issuance of common stock (in dollars) | $97,200,000 |
Cash_Money_Market_Funds_and_Ma2
Cash, Money Market Funds and Marketable Securities (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash, Money Market Funds, and Marketable Securities | ||||
Cash and cash equivalents, Amortized Cost | $28,827,000 | $27,533,000 | $24,074,000 | $43,640,000 |
Cash and cash equivalents, Fair Value | 28,827,000 | 24,074,000 | ||
Marketable securities, Amortized Cost | 122,779,000 | 145,197,000 | ||
Unrealized Gain | 16,000 | 22,000 | ||
Unrealized Loss | -51,000 | -154,000 | ||
Marketable securities, Fair Value | 122,744,000 | 145,065,000 | ||
Cash and marketable securities, Amortized Cost | 151,606,000 | 169,271,000 | ||
Cash and marketable securities, Fair Value | 151,571,000 | 169,139,000 | ||
Available-for-sale investments | ||||
Realized gain (loss) on securities available-for-sale | 0 | 0 | ||
Fair value of available for sale securities in unrealized loss positions | 86,200,000 | 129,200,000 | ||
Changes in AOCI associated with the unrealized holding gain on available-for-sale investments | ||||
Balance, beginning | -132,000 | 1,000 | 1,000 | |
Current period changes in fair value | 97,000 | 1,000 | 132,000 | |
Balance, ending | -35,000 | 2,000 | -132,000 | |
Short term corporate debt securities | ||||
Cash, Money Market Funds, and Marketable Securities | ||||
Marketable securities, Amortized Cost | 107,135,000 | 115,862,000 | ||
Unrealized Gain | 3,000 | |||
Unrealized Loss | -47,000 | -110,000 | ||
Marketable securities, Fair Value | 107,091,000 | 115,752,000 | ||
Long term corporate debt securities | ||||
Cash, Money Market Funds, and Marketable Securities | ||||
Marketable securities, Amortized Cost | 2,808,000 | 17,508,000 | ||
Unrealized Loss | -4,000 | -44,000 | ||
Marketable securities, Fair Value | 2,804,000 | 17,464,000 | ||
Commercial paper | ||||
Cash, Money Market Funds, and Marketable Securities | ||||
Marketable securities, Amortized Cost | 12,486,000 | 11,477,000 | ||
Unrealized Gain | 13,000 | 22,000 | ||
Marketable securities, Fair Value | 12,499,000 | 11,499,000 | ||
Certificate of deposit | ||||
Cash, Money Market Funds, and Marketable Securities | ||||
Marketable securities, Amortized Cost | 350,000 | 350,000 | ||
Marketable securities, Fair Value | $350,000 | $350,000 |
Acquisition_of_Callidus_Biopha1
Acquisition of Callidus Biopharma, Inc. (Details) (USD $) | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Nov. 30, 2013 | Dec. 31, 2014 | Nov. 30, 2014 | |
Acquisition of Callidus Biopharma, Inc. | |||||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | ||
Contingent consideration payable | $11,700,000 | $10,700,000 | |||
Changes in fair value of contingent consideration payable | 1,000,000 | 505,000 | |||
Callidus | |||||
Acquisition of Callidus Biopharma, Inc. | |||||
Common stock issued on acquisition (in shares) | 7,200,000 | ||||
Common stock, par value (in dollars per share) | $0.01 | ||||
Shares issued | 25,000 | ||||
Maximum merger consideration to be transferred | 130,000,000 | ||||
Milestone payment that can be settled in equity | 40,000,000 | ||||
Number of trading days immediately preceding the date of payment on basis of which issue price will be determined | 10 days | ||||
Discount rate (as a percent) | 11.00% | 11.00% | |||
Contingent consideration payable | 11,700,000 | 10,600,000 | |||
Changes in fair value of contingent consideration payable | 1,000,000 | ||||
Callidus | Maximum | |||||
Acquisition of Callidus Biopharma, Inc. | |||||
Additional payment to be made upon achievement of clinical milestone | 35,000,000 | ||||
Additional payment to be made upon achievement of regulatory approval | $105,000,000 |
Goodwill_Details
Goodwill (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Nov. 30, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | |
Changes in goodwill | |||
Change in goodwill related to the acquisition of Callidus | $11,600,000 | ||
Change in goodwill | 0 | 0 | |
Goodwill | $11,613,000 | $11,613,000 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Nov. 30, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | |
Changes in IPR&D | |||
In-process research & development | $23,000,000 | $23,000,000 | |
Callidus | |||
Changes in IPR&D | |||
IPR&D related to the acquisition of Callidus | 23,000,000 | ||
In-process research & development | 23,000,000 | ||
Impairment of IPR&D | $0 | $0 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 1 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Nov. 30, 2014 | Jul. 31, 2014 | Nov. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 |
item | ||||||
Stockholders' Equity | ||||||
Authorized number of shares of common stock | 125,000,000 | 125,000,000 | ||||
Voting right for each share held, number | 1 | |||||
Collaborative Agreements | ||||||
Common stock issued (in shares) | 15,900,000 | |||||
Aggregate offering proceeds from issuance of common stock | $40 | |||||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | |||
Net proceeds from the issuance of common stock | 97.2 | |||||
Price per unit (in dollars per share) | $6.50 | |||||
SPA | ||||||
Collaborative Agreements | ||||||
Stock issued from collaboration agreement (in shares) | 7,500,000 | |||||
Common stock issued (in shares) | 1,600,000 | |||||
Price per unit (in dollars per share) | $2 | |||||
Proceeds received from private placement | 15 | |||||
SPA | Warrants | ||||||
Collaborative Agreements | ||||||
Value of the warrants | 1 | |||||
Cowen and Company, LLC | Sales Agreement | ||||||
Collaborative Agreements | ||||||
Common stock, par value (in dollars per share) | $0.01 | |||||
Cowen and Company, LLC | Sales Agreement | Maximum | ||||||
Collaborative Agreements | ||||||
Common stock issued (in shares) | 14,300,000 | |||||
Net proceeds from stock issued at ATM transactions | $38.60 |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Equity compensation expense | ||
Total equity compensation expense | $1,960 | $1,260 |
Research and development expense | ||
Equity compensation expense | ||
Total equity compensation expense | 947 | 550 |
General and administrative expense | ||
Equity compensation expense | ||
Total equity compensation expense | $1,013 | $710 |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Stockholders' Equity | |||
Equity compensation expense | $1,960,000 | $1,260,000 | |
Fair value weighted-average assumptions: | |||
Expected life of options | 5 months 27 days | ||
Aggregate Intrinsic Value | |||
Unrecognized compensation cost related to unvested restricted stock awards (in dollars) | 700,000 | ||
Nonqualified Cash Plan | |||
Stockholders' Equity | |||
Deferred compensation liability, noncurrent | 400,000 | 100,000 | |
Trading securities | 400,000 | ||
Common stock options | |||
Stockholders' Equity | |||
Total unrecognized compensation cost related to non-vested stock options granted (in dollars) | 13,400,000 | ||
Period of recognition compensation cost | 3 years | ||
Fair value weighted-average assumptions: | |||
Expected stock price volatility (as a percent) | 77.10% | 81.40% | |
Risk free interest rate (as a percent) | 1.70% | 2.00% | |
Expected life of options | 6 years 3 months | 6 years 3 months | |
Expected annual dividend per share (in dollars per share) | $0 | $0 | |
Number of Shares | |||
Balance at the beginning of the period (in shares) | 10,020,700 | ||
Options granted (in shares) | 1,415,700 | ||
Options exercised (in shares) | -818,700 | ||
Options forfeited (in shares) | -15,000 | ||
Balance at the end of the period (in shares) | 10,602,700 | ||
Vested and unvested expected to vest at the end of the period (in shares) | 9,842,500 | ||
Exercisable at the end of the period (in shares) | 5,261,000 | ||
Weighted Average Exercise Price | |||
Balance at the beginning of the period (in dollars per share) | $5.02 | ||
Options granted (in dollars per share) | $9.07 | ||
Options exercised (in dollars per share) | $5.02 | ||
Options forfeited (in dollars per share) | $2.80 | ||
Balance at the end of the period (in dollars per share) | $5.56 | ||
Vested and unvested expected to vest at the end of the period (in dollars per share) | $5.58 | ||
Exercisable at the end of the period (in dollars per share) | $6.30 | ||
Weighted Average Remaining Contractual Life | |||
Balance at the end of the period | 7 years 3 months 18 days | ||
Vested and unvested expected to vest at the end of the period | 7 years 2 months 12 days | ||
Exercisable at the end of the period | 5 years 8 months 12 days | ||
Aggregate Intrinsic Value | |||
Aggregate intrinsic value of options outstanding (in dollars) | 57,600 | ||
Aggregate intrinsic value of options vested and unvested expected to vest (in dollars) | 53,400 | ||
Aggregate intrinsic value of options exercisable (in dollars) | 25,300 | ||
Restricted stock units (RSUs) | |||
Stockholders' Equity | |||
Period of recognition compensation cost | 5 months 27 days | ||
Number of Shares | |||
Balance at the beginning of the period (in shares) | 955,000 | ||
Balance at the end of the period (in shares) | 955,000 | ||
Weighted Average Exercise Price | |||
Balance at the beginning of the period (in dollars per share) | $2.28 | ||
Balance at the end of the period (in dollars per share) | $2.28 | ||
Aggregate Intrinsic Value | |||
Aggregate intrinsic value, nonvested (in dollars) | 8,200,000 | ||
Options vested | 0 | ||
Maximum | Nonqualified Cash Plan | |||
Stockholders' Equity | |||
Income from investments | 1,000 | ||
Unrealized gain/loss | $1,000 |
Assets_and_Liabilities_Measure2
Assets and Liabilities Measured at Fair Value (Details) (USD $) | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Nov. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Assets and Liabilities Measured at Fair Value | |||||
Transfer of assets from Level 1 to Level 2 | $0 | ||||
Transfer of assets from Level 2 to Level 1 | 0 | ||||
Contingent consideration payable | |||||
Change in fair value | 1,000,000 | 505,000 | |||
Assets: | |||||
Cash/money market funds | 28,827,000 | 27,533,000 | 24,074,000 | 43,640,000 | |
Liabilities: | |||||
Contingent consideration payable | 11,700,000 | 10,700,000 | |||
Callidus | |||||
Contingent consideration payable | |||||
Change in fair value | 1,000,000 | ||||
Liabilities: | |||||
Contingent consideration payable | 11,700,000 | 10,600,000 | |||
Discount rate (as a percent) | 11.00% | 11.00% | |||
Minimum | Callidus | |||||
Contingent consideration payable | |||||
Milestone achievement probability (as a percent) | 24 | ||||
Milestone payment | 0 | ||||
Maximum | |||||
Contingent consideration payable | |||||
Unrealized gain (loss) on securities | 1,000 | ||||
Maximum | Callidus | |||||
Contingent consideration payable | |||||
Milestone achievement probability (as a percent) | 75 | ||||
Milestone payment | 81,000,000 | ||||
Level 1 | |||||
Assets: | |||||
Fair value of assets | 28,827,000 | 24,074,000 | |||
Level 1 | Cash/money market funds | |||||
Assets: | |||||
Cash/money market funds | 28,827,000 | 24,074,000 | |||
Level 2 | |||||
Assets: | |||||
Fair value of assets | 123,142,000 | 145,065,000 | |||
Deferred Compensation Plan Assets | 398,000 | ||||
Liabilities: | |||||
Deferred Compensation Plan Liability | 406,000 | 124,000 | |||
Fair value of liabilities | 406,000 | 124,000 | |||
Level 2 | Corporate debt securities | |||||
Assets: | |||||
Fair value of assets | 109,895,000 | 133,216,000 | |||
Level 2 | Commercial paper | |||||
Assets: | |||||
Fair value of assets | 12,499,000 | 11,499,000 | |||
Level 2 | Certificate of deposit | |||||
Assets: | |||||
Fair value of assets | 350,000 | 350,000 | |||
Level 3 | |||||
Financial assets and liabilities subject to fair value measurements | |||||
Contingent success fee payable | 370,000 | 341,000 | |||
Liabilities: | |||||
Contingent success fee payable | 370,000 | 341,000 | |||
Contingent consideration payable | 11,700,000 | 10,700,000 | |||
Fair value of liabilities | 12,070,000 | 11,041,000 | |||
Total | |||||
Financial assets and liabilities subject to fair value measurements | |||||
Contingent success fee payable | 370,000 | 341,000 | |||
Assets: | |||||
Fair value of assets | 151,969,000 | 169,139,000 | |||
Deferred Compensation Plan Assets | 398,000 | ||||
Liabilities: | |||||
Contingent success fee payable | 370,000 | 341,000 | |||
Contingent consideration payable | 11,700,000 | 10,700,000 | |||
Deferred Compensation Plan Liability | 406,000 | 124,000 | |||
Fair value of liabilities | 12,476,000 | 11,165,000 | |||
Total | Cash/money market funds | |||||
Assets: | |||||
Cash/money market funds | 28,827,000 | 24,074,000 | |||
Total | Corporate debt securities | |||||
Assets: | |||||
Fair value of assets | 109,895,000 | 133,216,000 | |||
Total | Commercial paper | |||||
Assets: | |||||
Fair value of assets | 12,499,000 | 11,499,000 | |||
Total | Certificate of deposit | |||||
Assets: | |||||
Fair value of assets | 350,000 | 350,000 | |||
2013 Loan Agreement | |||||
Financial assets and liabilities subject to fair value measurements | |||||
Fair value of contingent payment | 300,000 | ||||
Period of trigger event within which success fee is payable | 6 months | ||||
Period of effectiveness of trigger event from closing of loan | 5 years | ||||
2013 Loan Agreement | Level 3 | Maximum | |||||
Financial assets and liabilities subject to fair value measurements | |||||
Contingent success fee payable | 400,000 | ||||
Liabilities: | |||||
Contingent success fee payable | $400,000 |
ShortTerm_Borrowings_and_LongT1
Short-Term Borrowings and Long-Term Debt (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
item | |||
Level 3 | |||
Short-Term Borrowings and Long-Term Debt | |||
Contingent success fee payable | $370,000 | $341,000 | |
2013 Loan Agreement | |||
Short-Term Borrowings and Long-Term Debt | |||
Fixed interest rate (as a percent) | 8.50% | ||
Long-term portion | 15,000,000 | 15,000,000 | |
Less debt discount | 800,000 | ||
Number of equal monthly installments for repayment of debt | 33 | ||
Debt facility fee | 100,000 | ||
Contingent exit fee payable | 400,000 | ||
Fair value of contingent payment | 300,000 | ||
Period of trigger event within which success fee is payable | 6 months | ||
Period of effectiveness of trigger event from closing of loan | 5 years | ||
2013 Loan Agreement | Maximum | Level 3 | |||
Short-Term Borrowings and Long-Term Debt | |||
Contingent success fee payable | $400,000 |
Collaborative_Agreements_Detai
Collaborative Agreements (Details) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended |
Mar. 31, 2014 | Nov. 30, 2013 | Mar. 31, 2015 | |
item | |||
Collaborative Agreements | |||
Research revenue for work performed under cost sharing arrangement | $456,000 | ||
GSK | Revised Agreement | |||
Collaborative Agreements | |||
Upfront payment received | 0 | ||
Number of major markets outside the U.S. from whom parties to contractual arrangement is eligible to receive post-approval and sales-based milestones | 8 | ||
GSK | Revised Agreement | Maximum | |||
Collaborative Agreements | |||
Potential milestone payments upon achievement of post-approval and sales-based milestones | 40,000,000 | ||
Biogen Idec | |||
Collaborative Agreements | |||
Research revenue for work performed under cost sharing arrangement | $500,000 |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
item | ||||
Summary of restructuring charges and utilization | ||||
Charges | ($10,000) | $8,000 | ||
Facilities consolidation | ||||
Restructuring charges | ||||
Number of subleased locations that were closed in consolidation | 1 | |||
Lease payments | 700,000 | |||
Summary of restructuring charges and utilization | ||||
Balance at the beginning of the period | 283,000 | |||
Cash payments | -59,000 | |||
Adjustments | 10,000 | |||
Balance at the end of the period | $234,000 | $283,000 |
Basic_and_Diluted_Net_Loss_Att2
Basic and Diluted Net Loss Attributable to Common Stockholders per Common Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Antidilutive securities | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 13,158,000 | 11,260,000 |
Numerator: | ||
Net loss attributable to common stockholders | ($24,288) | ($15,943) |
Denominator | ||
Weighted average common shares outstanding - basic and diluted | 95,743,416 | 64,353,952 |
Common stock options | ||
Antidilutive securities | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 10,603,000 | 9,660,000 |
Warrants | ||
Antidilutive securities | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 1,600,000 | 1,600,000 |
Restricted stock units (RSUs) | ||
Antidilutive securities | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 955,000 |