Intercept Pharmaceuticals (ICPT) 10-Q 9 Nov 15 2015 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 31, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	INTERCEPT PHARMACEUTICALS INC
Entity Central Index Key	1,270,073
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Trading Symbol	icpt
Entity Common Stock, Shares Outstanding		24,331,526
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,015

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 72,354	$ 20,023
Investment securities, available-for-sale	623,354	219,701
Prepaid expenses and other current assets	6,830	6,104
Total current assets	702,538	245,828
Fixed assets, net	10,207	5,852
Security deposits	4,002	2,469
Total assets	716,747	254,149
Current liabilities:
Accounts payable, accrued expenses and other liabilities	30,401	13,459
Short-term portion of deferred revenue	1,782	1,782
Total current liabilities	32,183	15,241
Long-term liabilities:
Long-term portion of deferred revenue	6,681	8,017
Total liabilities	38,864	23,258
Stockholders' equity:
Common stock. 35,000,000 shares authorized; 24,255,047 and 21,415,243 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively; par value $0.001 per share	24	21
Additional paid-in capital	1,286,740	700,355
Accumulated other comprehensive loss, net	(1,504)	(284)
Accumulated deficit	(607,377)	(469,202)
Total stockholders' equity	677,883	230,890
Total liabilities and stockholders' equity	$ 716,747	$ 254,149

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement Of Financial Position [Abstract]
Common stock, authorized	35,000,000	35,000,000
Common stock, shares, issued	24,255,192	21,415,243
Common stock, shares, outstanding	24,255,192	21,415,243
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Licensing revenue	$ 445	$ 445	$ 2,336	$ 1,296
Costs and expenses:
Research and development	27,487	27,381	83,747	56,593
General and administrative	24,742	9,136	58,854	22,742
Total costs and expenses	52,229	36,517	142,601	79,335
Other income (expense):
Revaluation of warrants				(170,832)
Other income, net	889	228	2,090	469
Total other income (expense)	889	228	2,090	(170,363)
Net loss	$ (50,896)	$ (35,843)	$ (138,175)	$ (248,402)
Net Loss Per Share:
Net loss per share, basic and diluted (in dollars per share)	$ (2.10)	$ (1.69)	$ (5.89)	$ (12.07)
Weighted average shares outstanding, basic and diluted	24,214,913	21,260,303	23,472,026	20,583,146

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Comprehensive Loss:
Net income (loss)	$ (50,896)	$ (35,843)	$ (138,175)	$ (248,402)
Unrealized holding losses, net, arising during the period	(25)	(190)	(707)	(287)
Reclassification for recognized gains on marketable investment securities during the period		20	2	24
Net unrealized losses on marketable investment securities	(25)	(170)	(705)	(263)
Foreign currency translation adjustments	(690)		(514)
Total comprehensive loss	(715)	(170)	(1,220)	(263)
Comprehensive (income) loss	$ (51,611)	$ (36,013)	$ (139,395)	$ (248,665)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net loss	$ (138,175)	$ (248,402)
Adjustments to reconcile net loss to net cash used in operating activities:
Revaluation of warrants		170,832
Share-based compensation	22,038	16,464
Depreciation	1,059	210
Loss on the disposal of property and equipment		21
Amortization of investment premium	4,517	2,391
Changes in:
Prepaid expenses, other current assets and security deposits	(2,259)	(4,269)
Accounts payable, accrued expenses, and other current liabilities	16,942	7,455
Deferred revenue	(1,336)	(296)
Net cash used in operating activities	(97,216)	(55,595)
Cash flows from investing activities:
Purchases of investment securities	(559,928)	(195,977)
Sales of investment securities	151,053	70,045
Purchases of equipment, leasehold improvements, and furniture and fixtures	(5,414)	(3,690)
Net cash used in investing activities	(414,289)	(129,622)
Cash flows from financing activities:
Proceeds from issuance of stock offerings, net of issuance costs	558,756	183,475
Proceeds from exercise of options	5,595	6,438
Net cash provided by financing activities	564,351	189,913
Effect of exchange rate changes	(514)
Net increase in cash and cash equivalents	52,331	4,696
Cash and cash equivalents - beginning of period	20,023	13,363
Cash and cash equivalents - end of period	$ 72,354	$ 18,059

Nature of Business and Basis of

Nature of Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2015
Nature of Business and Basis of Presentation [Abstract]
Nature of Business and Basis of Presentation	1. Nature of Business and Basis of Presentation Intercept Pharmaceuticals, Inc. (“Intercept” or the “Company”), is a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat chronic underserved liver diseases. The Company’s product candidates have the potential to treat orphan and more prevalent liver diseases for which there currently are limited therapeutic solutions. The Company has its administrative headquarters in New York, New York and offices in San Diego, California and London, United Kingdom. Intercept was incorporated in Delaware in September 2002. Basis of Presentation All financial information presented includes the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited financial statements of the Company included herein reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the Company’s financial position, results of operations and cash flows for the periods presented. Interim results may not be indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in the audited financial statements prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for a broader discussion of the Company’s business and opportunities and risks inherent in such business. Use of Estimates The preparation of these financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, revenues and related disclosures. On an ongoing basis, management evaluates estimates, clinical trial accruals and share-based compensation expense. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 3 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Significant Agreements

Significant Agreements	9 Months Ended
	Sep. 30, 2015
Significant Agreements [Abstract]
Significant Agreements	3. Significant Agreements Sumitomo Dainippon Pharma Co, Ltd. (Sumitomo Dainippon) In March 2011, the Company entered into an exclusive license agreement with Sumitomo Dainippon to research, develop and commercialize obeticholic acid (OCA) as a therapeutic for the treatment of primary biliary cirrhosis (PBC) and nonalcoholic steatohepatitis (NASH) in Japan and China (excluding Taiwan). Under the terms of the license agreement, the Company received an up-front payment from Sumitomo Dainippon of $15.0 million and may be eligible to receive additional milestone payments of up to an aggregate of approximately $30.0 million in development milestones based on the initiation or completion of clinical trials, $70.0 million in regulatory approval milestones and $200.0 million in sales milestones. The regulatory approval milestones include $15.0 million for receiving marketing approval for OCA for NASH in Japan, $10.0 million for receiving marketing approval for OCA for NASH in China, and up to $5.0 million for receiving marketing approval for OCA for PBC in the United States. As of September 30, 2015, the Company had achieved $1.0 million of the development milestones under its collaboration agreement with Sumitomo Dainippon. The sales milestones are based on aggregate sales amounts of OCA in the Sumitomo Dainippon territory and include $5.0 million for achieving net sales of $50.0 million, $10.0 million for achieving net sales of $100.0 million, $20.0 million for achieving net sales of $200.0 million, $40.0 million for achieving net sales of $400.0 million and $120.0 million for achieving net sales of $1.2 billion. The Company has determined that each potential future development, regulatory and sales milestone is substantive. In May 2014, Sumitomo Dainippon exercised its option under the license agreement to add Korea as part of its licensed territories and paid the Company a $1.0 million up-front fee. Sumitomo Dainippon has the option to add several other Asian countries to its territory to pursue OCA for additional indications. Sumitomo Dainippon will be responsible for the costs of developing and commercializing OCA in its territories. Sumitomo Dainippon is also required to make royalty payments ranging from the tens to the twenties in percent based on net sales of OCA products in the Sumitomo Dainippon territory. The Company evaluated the license agreement with Sumitomo Dainippon and determined that it is a revenue arrangement with multiple deliverables, or performance obligations. The Company’s substantive performance obligations under this license include an exclusive license to its technology, technical and scientific support to the development plan and participation on a joint steering committee. The Company determined that these performance obligations represent a single unit of accounting, since, initially, the license does not have stand-alone value to Sumitomo Dainippon without the Company’s technical expertise and steering committee participation during the development of OCA. This development period is currently estimated as continuing through June 2020 and, as such, the up-front payment and payments made in respect of the Korea option are being recognized ratably over this period. During the three months ended September 30, 2015 and 2014, the Company recorded revenue of approximately $445,000 and $445,000 , respectively, and during the nine months ended September 30, 2015 and 2014, the Company recorded revenue of approximately $2.3 million and $1.3 million, respectively, in “Licensing Revenue” in its Condensed Consolidated Statement of Operations for the Company’s efforts under the agreement. For the nine months ended September 30, 2015, $1.3 million resulted from the amortization of the up-front payments under the collaboration agreement and $1.0 million resulted from the development milestone achieved in the period. All of the revenue recognized in the nine months ended September 30, 2014 related to the amortization of the up-front payments under the collaboration agreement. United Kingdom Lease In February 2015, the Company entered into an underlease with Merck Sharp & Dohme Limited for the Company’s new office in the King’s Cross area of London, United Kingdom. The lease provides the Company with approximately 6,000 rentable square feet in London for office space. The lease term is anticipated to end in June 2019. The annual rent is £ 470,608 payable quarterly. The Company is also required to pay value added tax (VAT) on the rent. The Company is responsible for a portion of the insurance, certain service charges and taxes for the building based on the floor area rented by the Company . As security for the underlease, the Company has provided the landlord with a rent deposit in the amount of £705,912 (or approximately $1.1 million ), plus applicable VAT. The amount of the deposit may be reduced to £470,608 within 30 days after April 30, 2016 if there are no outstanding payments due and there are no material breaches of the underlease that have not been remedied in respect of which a drawdown notice has been served and has expired.

Investments

Investments	9 Months Ended
	Sep. 30, 2015
Investments [Abstract]
Investments	4. Investments The following table summarizes the Company’s cash, cash equivalents and investments as of September 30, 2015 and December 31, 2014: As of September 30, 2015 Gross Gross Amortized Cost Unrealized Unrealized Fair Value Gains Losses ( i n thousands) Cash and cash equivalents: Cash and money market funds $ $ - $ - $ Investment securities: Commercial paper Corporate debt securities U.S. government and agency securities Total investments Total cash, cash equivalents and investments $ $ $ $ As of December 31, 2014 Gross Gross Amortized Cost Unrealized Unrealized Fair Value Gains Losses ( i n thousands) Cash and cash equivalents: Cash and money market funds $ $ - $ - $ Investment securities: Commercial paper - Corporate debt securities U.S. government and agency securities - Total investments Total cash, cash equivalents and investments $ $ $ $ As of September 30, 2015, there were no marketable securities in a continuous unrealized loss position for more than twelve months.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2015
Income Taxes [Abstract]
Income Taxes	5. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect for years in which the temporary differences are expected to reverse. The Company establishes a valuation allowance when it believes it is more likely than not that deferred tax assets will not be realized. At September 30, 2015 and December 31, 2014, the Company had available net operating loss carryforwards to reduce future taxable income of approximately $289.0 million and $ 208.9 million, respectively, for tax reporting purposes. These carryforwards expire between 2024 and 2035 . The ability of the Company to utilize its net operating losses in future years is subject to limitation in accordance with provisions of Section 382 of the Internal Revenue Code due to previous ownership changes; however, these changes have not resulted in material limitations to the Company’s ability to utilize the net operating losses. The Company’s deferred tax asset of approximately $160.3 million and $104.7 million at September 30, 2015 and December 31, 2014, respectively, resulted primarily from the tax effects of net operating losses, share-based compensation and deferred revenue. The Company does not have any deferred tax liabilities. Since the Company has not yet achieved sustained profitable operations, management believes its deferred tax assets do not satisfy the more-likely-than-not realization criteria and has provided an allowance for the full amount of the deferred tax asset. As a result, the Company has not recorded any income tax benefit since its inception.

Warrants to Purchase Common Sto

Warrants to Purchase Common Stock	9 Months Ended
	Sep. 30, 2015
Warrants to Purchase Common Stock [Abstract]
Warrants to Purchase Common Stock	6. Warrants to Purchase Common Stock In conjunction with various financing transactions prior to its initial public offering, the Company issued warrants to purchase the Company’s common stock. Certain of the warrants included a so-called “down round” provision that provides for a reduction in the warrant exercise price if there are subsequent issuances of additional shares of common stock for consideration per share less than the per share warrant exercise prices and the remaining warrants contain a provision that require the underlying shares to be registered upon an initial public offering (IPO). These warrants were deemed to be derivative instruments and as such, were recorded as a liability and were marked-to-market at each reporting period. The Company estimated the fair values of the warrants at each reporting period using a Black-Scholes option-pricing model. Management concluded, under the Company’s facts and circumstances, that the estimated fair values of the warrants using the Black-Scholes option-pricing model approximates, in all material respects, estimated values determined using a binomial valuation model. The estimates in the Black-Scholes option-pricing model and the binomial valuation model were based, in part, on subjective assumptions, including but not limited to stock price volatility, the expected life of the warrants, the risk free interest rate and the fair value of the common stock underlying the warrants. Changes in the fair value of the common stock warrant liability from the prior period were recorded as a component of other income and expense. On April 10, 2014, all the Company’s remaining warrants to purchase a total of 865,381 shares of its common stock were exercised on a cashless basis into 834,758 shares of the Company’s common stock and as such no further revaluations are required.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2015
Fair Value Measurements [Abstract]
Fair Value Measurements	7. Fair Value Measurements The carrying amounts of the Company’s receivables and payables approximate their fair value due to their short maturities. Accounting principles provide guidance for using fair value to measure assets and liabilities. The guidance includes a three level hierarchy of valuation techniques used to measure fair value, defined as follows: · Unadjusted Quoted Prices — The fair value of an asset or liability is based on unadjusted quoted prices in active markets for identical assets or liabilities (Level 1). · Pricing Models with Significant Observable Inputs — The fair value of an asset or liability is based on information derived from either an active market quoted price, which may require further adjustment based on the attributes of the financial asset or liability being measured, or an inactive market transaction (Level 2). · Pricing Models with Significant Unobservable Inputs — The fair value of an asset or liability is primarily based on internally derived assumptions surrounding the timing and amount of expected cash flows for the financial instrument. Therefore, these assumptions are unobservable in either an active or inactive market (Level 3). The Company considers an active market as one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, the Company views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. When appropriate, non-performance risk, or that of a counterparty, is considered in determining the fair values of liabilities and assets, respectively. The Company’s cash deposits and money market funds are classified within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted market prices. Investments are classified as Level 2 instruments based on market pricing or other observable inputs. None of the Company’s investments are classified within Level 3 of the fair value hierarchy. Financial assets and liabilities, carried at fair value are classified in the tables below in one of the three categories described above: Fair Value Measurements Using Total Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) ( in thousands) September 30, 2015 Assets: Money market funds $ $ $ - $ - Available for sale securities: Commercial paper - - Corporate debt securities - - U.S. government and agency securities - - Total financial assets $ $ $ $ - December 31, 2014 Assets: Money market funds $ $ $ - $ - Available for sale securities: - Commercial paper - $ - Corporate debt securities - - U.S. government and agency securities - - Total financial assets $ $ $ $ - The estimated fair value of marketable debt securities (commercial paper, corporate debt securities and U.S. government and agency securities), by contractual maturity, are as follows: Fair Value as of September 30, 2015 December 31, 2014 ( i n thousands) Due in one year or less $ $ Due after 1 year through 2 years Total investments in debt securities $ $ Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties. Common Stock As of September 30, 2015 and December 31, 2014, the Company had 35,000,000 authorized shares of common stock, $0.001 par value per share. In October 2012, the Company completed the IPO of its common stock pursuant to a registration statement on Form S-1. In the IPO, the Company sold an aggregate of 5,750,000 shares of common stock under the registration statement at a public offering price of $15.00 per share. Net proceeds were approximately $78.7 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. Upon the closing of the IPO, all outstanding shares of the Company’s preferred stock were converted into 7,403,817 shares of common stock. In June 2013, the Company completed a public offering of 1,989,500 shares of its common stock pursuant to a registration statement on Form S-1. Net proceeds were approximately $61.2 million, after deducting underwriting discounts and commissions and offering expenses paid by the Company. In April 2014, the Company completed a public offering of 1,000,000 shares of its common stock, of which 600,000 shares were sold by the Company and 400,000 shares were sold by certain selling stockholders pursuant to a registration statement on Form S-3. After underwriting discounts and commissions and offering expenses, the Company received net proceeds from the offering of approximately $183.5 million. The Company did not receive any proceeds from the sale of shares of common stock by the selling stockholders. In February 2015, the Company completed a public offering of 1,150,000 shares of its common stock pursuant to a registration statement on Form S-3. After underwriting discounts and commissions and offering expenses, the Company received net proceeds of approximately $191.6 million. In April 2015, the Company completed a public offering of 1,330,865 shares of its common stock pursuant to a registration statement on Form S-3. After underwriting discounts and commissions and offering expenses, the Company received net proceeds of approximately $367.1 million.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2015
Stock-Based Compensation [Abstract]
Stock-Based Compensation	8. Stock-Based Compensation The 2012 Equity Incentive Plan (2012 Plan) became effective upon the pricing of the IPO in October 2012. At the same time, the 2003 Stock Incentive Plan (2003 Plan) was terminated and 555,843 shares available under the 2003 Plan were added to the 2012 Plan. The estimated fair value of the options that have been granted under the 2003 and 2012 Plans is determined utilizing the Black-Scholes option-pricing model at the date of grant. The fair value of restricted stock units (RSUs) and restricted stock awards (RSAs) that have been granted under the 2012 Plan is determined utilizing the closing stock price on the date of grant. The following table summarizes stock option activity during the nine months ended September 30, 2015: Weighted Number of Average Shares Exercise Price Outstanding, December 31, 2014 $ Granted $ Exercised $ Forfeited/Expired $ Outstanding, September 30, 2015 $ Exercisable, September 30, 2015 $ The following table summarizes the aggregate RSU and RSA activity during the nine months ended September 30, 2015: Number of Shares Weighted Average Fair Value Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2014 $ $ Granted $ $ Vested $ $ Forfeited $ $ Outstanding, September 30, 2015 $ $ As of September 30, 2015, there was $22.2 million of unrecognized compensation expense related to unvested RSUs and RSAs, which is expected to be recognized over a weighted average period of 3.27 years. The weighted average remaining contract life of the unvested shares as of September 30, 2015 is 3.27 years. The following table summarizes additional information about unvested RSUs and RSAs outstanding: Number Intrinsic Value of Shares (in thousands) Employees and directors $ Consultants Outstanding at September 30, 2015 $

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 2015
Net Loss Per Share:
Net Loss Per Share	9. Net Loss Per Share The following table presents the historical computation of basic and diluted net loss per share: Three Months Nine Months Ended September 30, Ended September 30, 2015 2014 2015 2014 ( i n thousands, except share and per share amounts) ( i n thousands, except share and per share amounts) Historical net loss per share Numerator: Net loss attributable to common stockholders $ $ $ $ Denominator: Weighted average shares used in calculating net loss per share - basic and diluted Net loss per share: Basic and diluted $ $ $ $ The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 ( i n thousands) ( i n thousands) Options Restricted stock units Total

Litigation

Litigation	9 Months Ended
	Sep. 30, 2015
Litigation [Abstract]
Litigation	10. Litigation On February 21, 2014 and February 28, 2014 , purported shareholder class actions, styled Scot H. Atwood v. Intercept Pharmaceuticals, Inc. et al. and George Burton v. Intercept Pharmaceuticals, Inc. et al. , respectively, were filed in the United States District Court for the Southern District of New York , naming the Company and certain of its officers as defendants. These lawsuits were filed by stockholders who claim to be suing on behalf of anyone who purchased or otherwise acquired the Company’s securities between January 9, 2014 and January 10, 2014. The lawsuits allege that the Company made material misrepresentations and/or omissions of material fact in its public disclosures during the period from January 9, 2014 to January 10, 2014, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The alleged improper disclosures relate to the Company’s January 9, 2014 announcement that the FLINT trial had been stopped early based on a pre-defined interim efficacy analysis. Specifically, the lawsuits claim that the January 9, 2014 announcement was misleading because it did not contain information regarding certain lipid abnormalities seen in the FLINT trial in OCA-treated patients compared to placebo . On April 22, 2014, two individuals each moved to consolidate the cases and a lead plaintiff was subsequently appointed by the Court. On June 27, 2014, the lead plaintiff filed an amended complaint on behalf of the putative class as contemplated by the order of the Court. On August 14, 2014, the defendants filed a motion to dismiss the complaint. Oral arguments on the motion to dismiss were held on February 24, 2015. On March 4, 2015, the defendants’ motion to dismiss was denied by the Court. The defendants answered the amended complaint on April 13, 2015. On July 15, 2015, the plaintiff moved for class certification and appointment of class representatives and class counsel. On September 14, 2015, the defendants opposed the plaintiff’s class certification motion. The plaintiff filed its reply to the defendants’ opposition on October 14, 2015, to which the defendants intend to file a sur-reply. The parties are currently undergoing discovery in relation to this matter. The lead plaintiff seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorneys’ fees. The Company believes that it has valid defenses to the claims in the lawsuit and intends to deny liability and defend itself vigorously. There can be no assurance, however, that the Company will be successful. At this time, no assessment can be made as to the likely outcome of this action or whether the outcome will be material to the Company. Therefore, the Company has not accrued for any loss contingencies related to this lawsuit. The Company may become subject to claims and assessments from time to time in the ordinary course of business. Such matters are subject to uncertainties and outcomes are not predictable with assurance. The Company accrues liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of September 30, 2015, the Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

Nature of Business and Basis 17

Nature of Business and Basis of Presentation (Policy)	9 Months Ended
	Sep. 30, 2015
Nature of Business and Basis of Presentation [Abstract]
Nature of Business and Basis of Presentation	Intercept Pharmaceuticals, Inc. (“Intercept” or the “Company”), is a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat chronic underserved liver diseases. The Company’s product candidates have the potential to treat orphan and more prevalent liver diseases for which there currently are limited therapeutic solutions. The Company has its administrative headquarters in New York, New York and offices in San Diego, California and London, United Kingdom. Intercept was incorporated in Delaware in September 2002. Basis of Presentation All financial information presented includes the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited financial statements of the Company included herein reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the Company’s financial position, results of operations and cash flows for the periods presented. Interim results may not be indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in the audited financial statements prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for a broader discussion of the Company’s business and opportunities and risks inherent in such business.
Use of Estimates	Use of Estimates The preparation of these financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, revenues and related disclosures. On an ongoing basis, management evaluates estimates, clinical trial accruals and share-based compensation expense. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions.

Investments (Tables)

Investments (Tables)	9 Months Ended
	Sep. 30, 2015
Investments [Abstract]
Schedule of Available-for-sale Securities Reconciliation	The following table summarizes the Company’s cash, cash equivalents and investments as of September 30, 2015 and December 31, 2014: As of September 30, 2015 Gross Gross Amortized Cost Unrealized Unrealized Fair Value Gains Losses ( i n thousands) Cash and cash equivalents: Cash and money market funds $ $ - $ - $ Investment securities: Commercial paper Corporate debt securities U.S. government and agency securities Total investments Total cash, cash equivalents and investments $ $ $ $ As of December 31, 2014 Gross Gross Amortized Cost Unrealized Unrealized Fair Value Gains Losses ( i n thousands) Cash and cash equivalents: Cash and money market funds $ $ - $ - $ Investment securities: Commercial paper - Corporate debt securities U.S. government and agency securities - Total investments Total cash, cash equivalents and investments $ $ $ $
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	As of September 30, 2015, there were no marketable securities in a continuous unrealized loss position for more than twelve months.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Measurements [Abstract]
Fair Value, Marketable Securities Measured on Recurring and Nonrecurring Basis	Financial assets and liabilities, carried at fair value are classified in the tables below in one of the three categories described above: Fair Value Measurements Using Total Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) ( in thousands) September 30, 2015 Assets: Money market funds $ $ $ - $ - Available for sale securities: Commercial paper - - Corporate debt securities - - U.S. government and agency securities - - Total financial assets $ $ $ $ - December 31, 2014 Assets: Money market funds $ $ $ - $ - Available for sale securities: - Commercial paper - $ - Corporate debt securities - - U.S. government and agency securities - - Total financial assets $ $ $ $ -
Schedule of Available for Sale Securities Debt Maturities	Fair Value Measurements Using Total Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) ( in thousands) September 30, 2015 Assets: Money market funds $ $ $ - $ - Available for sale securities: Commercial paper - - Corporate debt securities - - U.S. government and agency securities - - Total financial assets $ $ $ $ - December 31, 2014 Assets: Money market funds $ $ $ - $ - Available for sale securities: - Commercial paper - $ - Corporate debt securities - - U.S. government and agency securities - - Total financial assets $ $ $ $ - The estimated fair value of marketable debt securities (commercial paper, corporate debt securities and U.S. government and agency securities), by contractual maturity, are as follows: Fair Value as of September 30, 2015 December 31, 2014 ( i n thousands) Due in one year or less $ $ Due after 1 year through 2 years Total investments in debt securities $ $

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2015
Stock-Based Compensation [Abstract]
Schedule of Share-based Compensation, Stock Options, Activity	The following table summarizes stock option activity during the nine months ended September 30, 2015: Weighted Number of Average Shares Exercise Price Outstanding, December 31, 2014 $ Granted $ Exercised $ Forfeited/Expired $ Outstanding, September 30, 2015 $ Exercisable, September 30, 2015 $
Schedule of Share-based Compensation, Restricted Stock Units Award Activity	The following table summarizes the aggregate RSU and RSA activity during the nine months ended September 30, 2015: Number of Shares Weighted Average Fair Value Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2014 $ $ Granted $ $ Vested $ $ Forfeited $ $ Outstanding, September 30, 2015 $ $
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity	The following table summarizes additional information about unvested RSUs and RSAs outstanding: Number Intrinsic Value of Shares (in thousands) Employees and directors $ Consultants Outstanding at September 30, 2015 $

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2015
Net Loss Per Share:
Schedule of Calculation of Numerator and Denominator in Earnings Per Share	The following table presents the historical computation of basic and diluted net loss per share: Three Months Nine Months Ended September 30, Ended September 30, 2015 2014 2015 2014 ( i n thousands, except share and per share amounts) ( i n thousands, except share and per share amounts) Historical net loss per share Numerator: Net loss attributable to common stockholders $ $ $ $ Denominator: Weighted average shares used in calculating net loss per share - basic and diluted Net loss per share: Basic and diluted $ $ $ $
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 ( i n thousands) ( i n thousands) Options Restricted stock units Total

Significant Agreements (Narrati

Significant Agreements (Narrative) (Details)	1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 31, 2011USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Feb. 19, 2015GBP (£)ft²	Feb. 19, 2015USD ($)ft²
United Kingdom [Member]
Significant Agreements [Line Items]
Area of real estate property | ft²						6,000	6,000
Description of lessee leasing arrangements, operating leases				annual rent is £470,608 payable quarterly. The Company is also required to pay value added tax (VAT) on the rent. The Company is responsible for a portion of the insurance, certain service charges and taxes for the building based on the floor area rented by the Company
Rent expense | £						£ 470,608
Security deposit						705,912	$ 1,100,000
United Kingdom [Member] | Scenario, Plan [Member]
Significant Agreements [Line Items]
Security deposit | £						£ 470,608
Dainippon Sumitomo Pharma Co Ltd [Member] | Additional Development Receivable [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount	$ 30,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Nonsoftware License Arrangement [Member]
Significant Agreements [Line Items]
Development milestone reached				$ 1,000,000
License arrangement, deferred revenue, recognized		$ 445,000	$ 445,000	2,300,000	$ 1,300,000
Amortization of up front payment, deferred revenue				$ 1,300,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Nonsoftware License Arrangement [Member] | Up-front Payment [Member]
Significant Agreements [Line Items]
License agreement payment	15,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Nonsoftware License Arrangement [Member] | Additional Regulatory Approval Receivable [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount	70,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Nonsoftware License Arrangement [Member] | Additional Sales Receivable [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount	200,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Japan [Member] | Nonsoftware License Arrangement [Member] | Additional Regulatory Approval Receivable [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount	15,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | China [Member] | Nonsoftware License Arrangement [Member] | Additional Regulatory Approval Receivable [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount	10,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | United States [Member] | Nonsoftware License Arrangement [Member] | Additional Regulatory Approval Receivable [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount	5,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Korea [Member] | Nonsoftware License Arrangement [Member] | Up-front Payment [Member]
Significant Agreements [Line Items]
License agreement payment	1,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Criteria One [Member] | Nonsoftware License Arrangement [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount	5,000,000
License arrangement, milestone benchmark	50,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Criteria Two [Member] | Nonsoftware License Arrangement [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount	10,000,000
License arrangement, milestone benchmark	100,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Criteria Three [Member] | Nonsoftware License Arrangement [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount	20,000,000
License arrangement, milestone benchmark	200,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Criteria Four [Member] | Nonsoftware License Arrangement [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount	40,000,000
License arrangement, milestone benchmark	400,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Criteria Five [Member] | Nonsoftware License Arrangement [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount	120,000,000
License arrangement, milestone benchmark	$ 1,200,000,000

Investments (Schedule of Availa

Investments (Schedule of Available-for-sale Securities Reconciliation) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Investments:
Total investments, Amortized Cost	$ 624,336	$ 219,981
Total cash and cash equivalents and investments, Amortized Cost	696,690	240,004
Total investments, Gross Unrealized Gains	86	19
Total cash and cash equivalents and investments, Gross Unrealized Gains	86	19
Total investments, Gross Unrealized Losses	(1,068)	(299)
Total cash and cash equivalents and investments, Gross Unrealized Losses	(1,068)	(299)
Total investments, Fair Value	623,354	219,701
Total cash and cash equivalents and investments, Fair Value	695,708	239,724
Held-to-maturity Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss	0
Commercial Paper [Member]
Investments:
Total investments, Amortized Cost	6,986	7,995
Total investments, Gross Unrealized Gains	1
Total investments, Gross Unrealized Losses	(1)	(1)
Total investments, Fair Value	6,986	7,994
Corporate Debt Securities [Member]
Investments:
Total investments, Amortized Cost	550,483	203,988
Total investments, Gross Unrealized Gains	67	19
Total investments, Gross Unrealized Losses	(1,050)	(282)
Total investments, Fair Value	549,500	203,725
Us Government Agencies Debt Securities [Member]
Investments:
Total investments, Amortized Cost	66,867	7,998
Total investments, Gross Unrealized Gains	18
Total investments, Gross Unrealized Losses	(17)	(16)
Total investments, Fair Value	66,868	7,982
Cash and Money Market Funds [Member]
Cash and cash equivalents:
Cash and Cash Equivalents, Amortized Cost	72,354	20,023
Cash and cash equivalents, Fair Value	$ 72,354	$ 20,023

Income Taxes (Narrative) (Detai

Income Taxes (Narrative) (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Operating loss carryforwards	$ 289	$ 208.9
Deferred tax assets, net	$ 160.3	$ 104.7
Minimum [Member]
Operating loss carryforwards, expiration dates	Jan. 1, 2024
Maximum [Member]
Operating loss carryforwards, expiration dates	Dec. 31, 2035

Warrants to Purchase Common S25

Warrants to Purchase Common Stock (Narrative) (Details)	Apr. 10, 2014shares
Warrants to Purchase Common Stock [Abstract]
Warrants to purchase common stock	865,381
Conversion of warrants into common stock	834,758

Fair Value Measurements (Common

Fair Value Measurements (Common Stock Portion) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended					9 Months Ended
	Apr. 30, 2015	Feb. 28, 2015	Apr. 30, 2014	Jun. 30, 2013	Oct. 31, 2012	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Common stock, authorized						35,000,000		35,000,000
Common stock, par value (in dollars per share)						$ 0.001		$ 0.001
Stock issued during period, shares, new issues	1,330,865	1,150,000	1,000,000	1,989,500	5,750,000
Shares issued, price per share					$ 15
Proceeds from issuance initial public offering					$ 78,700
Convertible preferred stock, shares issued upon conversion					7,403,817
Proceeds from issuance of common stock	$ 367,100	$ 191,600	$ 183,500	$ 61,200		$ 558,756	$ 183,475
Selling Stockholders [Member]
Stock issued during period, shares, new issues			400,000
Intercept Pharmaceuticals Incorporated [Member]
Stock issued during period, shares, new issues			600,000

Fair Value Measurements (Fair V

Fair Value Measurements (Fair Value, Marketable Securities Measured on Recurring and Nonrecurring Basis) (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Assets:
Money market funds	$ 32,828	$ 21,284
Available for sale securities:
Commercial paper	6,986	7,994
Corporate debt securities	549,500	203,725
U.S. government and agency securities	66,868	7,982
Total financial assets	656,182	240,985
Fair Value, Inputs, Level 1 [Member]
Assets:
Money market funds	32,828	21,284
Available for sale securities:
Total financial assets	32,828	21,284
Fair Value, Inputs, Level 2 [Member]
Available for sale securities:
Commercial paper	6,986	7,994
Corporate debt securities	549,500	203,725
U.S. government and agency securities	66,868	7,982
Total financial assets	$ 623,354	$ 219,701
Fair Value, Inputs, Level 3 [Member]
Assets:
Money market funds
Available for sale securities:
Commercial paper
Corporate debt securities
U.S. government and agency securities
Total financial assets

Fair Value Measurements (Schedu

Fair Value Measurements (Schedule of Available for Sale Securities Debt Maturities) (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Total investments in debt securities	$ 623,354	$ 219,701
Debt Securities [Member]
Due in one year or less	349,437	130,159
Due after 1 year through 2 years	273,917	89,542
Total investments in debt securities	$ 623,354	$ 219,701

Stock-Based Compensation (Narra

Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Millions	1 Months Ended	9 Months Ended
	Oct. 31, 2012	Sep. 30, 2015
Share-based comensation not yet recognized, other than options		$ 22.2
Share-based compensation not yet recognized, period		3 years 3 months 4 days
Weighted average remaining contractual life		3 years 3 months 4 days
2003 Stock Incentive Plan [Member]
Fair value assumption method used		Black-Scholes option-pricing model
2012 Stock Plan [Member]
Additional shares available	555,843
Fair value assumption method used		Black-Scholes option-pricing model

Stock-Based Compensation (Sched

Stock-Based Compensation (Schedule of Share-based Compensation, Stock Options, Activity) (Details)	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Stock-Based Compensation [Abstract]
Beginning Outstanding, Number of Shares	1,436,055
Beginning Outstanding, Weighted Average Exercise Price | $ / shares	$ 75.81
Granted - Number of Shares	85,315
Granted - Weighted Average Exercise Price | $ / shares	$ 221.10
Exercised - Number of Shares	(258,844)
Exercised - Weighted Average Exercise Price | $ / shares	$ 21.49
Forfeited - Number of Shares	(59,029)
Forfeited - Weighted Average Exercise Price | $ / shares	$ 111.68
Ending Outstanding, Number of Shares	1,203,497
Ending Outstanding, Weighted Average Exercise Price | $ / shares	$ 96.04
Exercisable - Number of Shares	641,241
Exercisable - Weighted Average Exercise Price | $ / shares	$ 43.68

Stock-Based Compensation (Sch31

Stock-Based Compensation (Schedule of Share-based Compensation, Restricted Stock Units Award Activity) (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2015USD ($)$ / sharesshares
Stock-Based Compensation [Abstract]
Outstanding, December 31, 2014	119,348
Granted - Shares	74,041
Exercised - Shares	(51,820)
Forfeited - Shares	(7,933)
Outstanding, June 30, 2015	133,636
Outstanding - Weighted Average Grant Date Fair Value, December 31, 2014 | $ / shares	$ 126.48
Granted - Weighted Average Grant Date Fair Value | $ / shares	226.56
Exercised - Weighted Average Exercise Price | $ / shares	109.38
Forfeited - Weighted Average Grant Date Fair Value | $ / shares	211.98
Outstanding - Weighted Average Grant Date Fair Value, March 31, 2015 | $ / shares	$ 183.48
Outstanding, December 31, 2014 - Aggregate Intrinsic Value | $	$ 19,795
Granted - Aggregate Intrinsic Value | $	12,280
Exercised - Aggregate Intrinsic Value | $	(8,595)
Forefeited - Aggregate Intrinsic Value | $	(1,316)
Outstanding, June 30, 2015 - Aggregate Intrinsic Value | $	$ 22,165

Stock-Based Compensation (Sch32

Stock-Based Compensation (Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity) (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Number of Shares, Outstanding	133,636	119,348
Intrinsic Value, Outstanding	$ 22,165	$ 19,795
Employees and Directors [Member]
Number of Shares, Outstanding	127,333
Intrinsic Value, Outstanding	$ 21,120
Consultants [Member]
Number of Shares, Outstanding	6,303
Intrinsic Value, Outstanding	$ 1,045

Net Loss Per Share (Schedule of

Net Loss Per Share (Schedule of Calculation of Numerator and Denominator in Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Numerator:
Net income (loss) attributable to common stockholders	$ (50,896)	$ (35,843)	$ (138,175)	$ (248,402)
Denominator:
Weighted average shares outstanding, basic and diluted (in shares)	24,214,913	21,260,303	23,472,026	20,583,146
Net loss per share, basic and diluted (in dollars per share)	$ (2.10)	$ (1.69)	$ (5.89)	$ (12.07)

Net Loss Per Share (Schedule 34

Net Loss Per Share (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Antidilutive securities excluded from computation of earnings per share, amount	1,228	1,414	1,228	1,414
Stock Options [Member]
Antidilutive securities excluded from computation of earnings per share, amount	1,203	1,343	1,203	1,343
Restricted Stock Units (RSUs) [Member]
Antidilutive securities excluded from computation of earnings per share, amount	25	71	25	71

Litigation (Narrative) (Details

Litigation (Narrative) (Details)	9 Months Ended
	Sep. 30, 2015USD ($)
Loss contingency, domicile of litigation	United States District Court for the Southern District of New York
Loss contingency, allegations	The lawsuits allege that the Company made material misrepresentations and/or omissions of material fact in its public disclosures during the period from January 9, 2014 to January 10, 2014, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The alleged improper disclosures relate to the Company's January 9, 2014 announcement that the FLINT trial had been stopped early based on a pre-defined interim efficacy analysis. Specifically, the lawsuits claim that the January 9, 2014 announcement was misleading because it did not contain information regarding certain lipid abnormalities seen in the FLINT trial in OCA-treated patients compared to placebo
Scot H. Atwood Vs Intercept Pharmaceuticals Incorporated [Member]
Loss contingency, lawsuit filing date	February 21, 2014
Loss contingency, name of plaintiff	Scot H. Atwood
Loss contingency, name of defendant	Intercept Pharmaceuticals, Inc.
Loss contingency accrual	$ 0
George Burton Vs Intercept Pharmaceuticals Incorporated [Member]
Loss contingency, lawsuit filing date	February 28, 2014
Loss contingency, name of plaintiff	George Burton
Loss contingency, name of defendant	Intercept Pharmaceuticals, Inc.
Loss contingency accrual	$ 0