Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 01, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MACK | |
Entity Registrant Name | MERRIMACK PHARMACEUTICALS INC | |
Entity Central Index Key | 1,274,792 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 13,342,784 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 49,794 | $ 93,441 |
Marketable securities | 35,052 | |
Restricted cash | 584 | |
Prepaid expenses and other current assets | 1,837 | 1,605 |
Total current assets | 87,267 | 95,046 |
Restricted cash | 674 | |
Property and equipment, net | 3,188 | 6,467 |
Equity method investment | 8,893 | 10,551 |
Other assets | 4,568 | 4,588 |
Total assets | 103,916 | 117,326 |
Current liabilities: | ||
Accounts payable, accrued expenses and other | 19,049 | 17,606 |
Accrued intraperiod tax allocation | 1,340 | |
Deferred rent | 1,676 | 2,171 |
Total current liabilities | 22,065 | 19,777 |
Deferred rent, net of current portion | 1,209 | |
Notes payable, net of discount | 14,752 | |
Other long-term liabilities | 56 | 56 |
Total liabilities | 36,873 | 21,042 |
Commitments and contingencies (Note 5) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value: 10,000 shares authorized at September 30, 2018 and December 31, 2017; no shares issued or outstanding at September 30, 2018 or December 31, 2017 | ||
Common stock, $0.01 par value: 30,000 shares authorized at September 30, 2018 and 20,000 shares authorized at December 31, 2017; 13,343 shares issued and outstanding at September 30, 2018 and December 31, 2017 | 1,334 | 1,334 |
Additional paid-in capital | 580,047 | 577,721 |
Accumulated deficit | (514,333) | (482,771) |
Accumulated other comprehensive loss | (5) | |
Total stockholders’ equity | 67,043 | 96,284 |
Total liabilities and stockholders’ equity | $ 103,916 | $ 117,326 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 30,000,000 | 20,000,000 |
Common stock, shares issued | 13,343,000 | 13,343,000 |
Common stock, shares outstanding | 13,343,000 | 13,343,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating expenses: | ||||
Research and development expenses | $ 12,959 | $ 13,598 | $ 39,743 | $ 54,954 |
General and administrative expenses | 3,777 | 3,366 | 11,560 | 23,798 |
Total operating expenses | 16,736 | 16,964 | 51,303 | 78,752 |
Loss from continuing operations | (16,736) | (16,964) | (51,303) | (78,752) |
Other income and expenses: | ||||
Interest income | 306 | 250 | 863 | 646 |
Interest expense | (472) | (1,659) | (472) | (30,400) |
Gain on deconsolidation of Silver Creek Pharmaceuticals, Inc. | 10,848 | 10,848 | ||
Gain on sale of asset | 1,703 | |||
Other income (expense), net | (237) | 69 | (1,778) | (592) |
Total other income and expenses | (403) | 9,508 | (1,387) | (17,795) |
Net loss from continuing operations before income tax benefit | (17,139) | (7,456) | (52,690) | (96,547) |
Income tax benefit | 4,798 | 2,133 | 4,798 | 32,372 |
Net loss from continuing operations | (12,341) | (5,323) | (47,892) | (64,175) |
Discontinued operations: | ||||
Income from discontinued operations, net of tax | 16,330 | 8,456 | 16,330 | 547,994 |
Net income (loss) | 3,989 | 3,133 | (31,562) | 483,819 |
Net income (loss) attributable to non-controlling interest | 31 | (1,160) | ||
Net income (loss) attributable to Merrimack Pharmaceuticals, Inc. | 3,989 | 3,102 | (31,562) | 484,979 |
Other comprehensive income (loss): | ||||
Unrealized loss on marketable securities | (4) | (5) | ||
Other comprehensive income (loss) | (4) | (5) | ||
Comprehensive income (loss) | 3,985 | 3,102 | (31,567) | 484,979 |
Amounts attributable to Merrimack Pharmaceuticals, Inc.: | ||||
Net loss from continuing operations | (12,341) | (5,354) | (47,892) | (63,015) |
Income from discontinued operations, net of tax | 16,330 | 8,456 | 16,330 | 547,994 |
Net income (loss) attributable to Merrimack Pharmaceuticals, Inc. | $ 3,989 | $ 3,102 | $ (31,562) | $ 484,979 |
Basic and dilutive net income (loss) per common share | ||||
Net loss from continuing operations | $ (0.92) | $ (0.40) | $ (3.59) | $ (4.77) |
Net income from discontinued operations, net of tax | 1.22 | 0.64 | 1.22 | 41.52 |
Net income (loss) per share | $ 0.30 | $ 0.24 | $ (2.37) | $ 36.75 |
Weighted-average common shares used per share calculations—basic and diluted | 13,343 | 13,282 | 13,343 | 13,197 |
Cash dividend paid per common share | $ 10.55 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net income (loss) | $ (31,562) | $ 483,819 |
Gain from discontinued operations | 16,330 | 547,994 |
Loss from continuing operations | (47,892) | (64,175) |
Adjustments to reconcile net (loss) income to net cash used in operating activities | ||
Non-cash interest expense | 121 | 3,352 |
Loss on extinguishment of debt | 25,011 | |
Benefit from intraperiod tax allocation | (4,798) | (32,372) |
Depreciation and amortization expense | 3,211 | 2,813 |
Non-cash activity related to discontinued operations | (532) | 10,241 |
Gain on deconsolidation of Silver Creek Pharmaceuticals, Inc. | (10,848) | |
Loss (gain) on sale of property and equipment | 184 | (439) |
Premiums paid on marketable securities | (2) | |
Amortization and accretion on marketable securities | (398) | |
Stock-based compensation expense | 2,326 | 11,110 |
Loss on equity method investment | 1,658 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (314) | (6,120) |
Income taxes payable | 361 | 1,844 |
Accounts payable, accrued expenses and other | 1,083 | (3,140) |
Deferred rent | (1,704) | (334) |
Net cash used in continuing operations for operating activities | (46,696) | (63,057) |
Net cash used in discontinuing operations for operating activities | (37,964) | |
Net cash used in operating activities | (46,696) | (101,021) |
Cash flows from investing activities | ||
Purchase of property and equipment | (118) | (729) |
Proceeds on sale of property and equipment | 1,094 | |
Proceeds from sale of business | 23,000 | 575,000 |
Proceeds from maturities and sales of marketable securities | 42,200 | |
Purchases of marketable securities | (76,857) | |
Net cash (used in) provided by investing activities | (11,775) | 571,363 |
Cash flows from financing activities | ||
Payment of debt extinguishment costs | (20,124) | |
Proceeds from issuance of notes payable, net of issuance costs | 14,632 | |
Proceeds from exercise of options to purchase common stock | 6,517 | |
Repayment of debt | (175,000) | |
Payment of dividend | (140,000) | |
Net cash provided by (used in) financing activities | 14,632 | (324,613) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (43,839) | 145,729 |
Cash, cash equivalents and restricted cash, beginning of period | 94,217 | 22,300 |
Cash, cash equivalents and restricted cash, end of period | 50,378 | 168,029 |
Non-cash investing and financing activities | ||
Purchases of property and equipment in accounts payable, accrued expenses and other | 159 | |
Receivables related to property and equipment sale in other current assets | 145 | |
Supplemental disclosure of cash flows | ||
Cash paid for income taxes | 6,122 | |
Cash paid for interest | $ 235 | 30,250 |
Silver Creek Pharmaceuticals Inc [Member] | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities | ||
Gain on deconsolidation of Silver Creek Pharmaceuticals, Inc. | (10,848) | |
Cash flows from investing activities | ||
Deconsolidation of Silver Creek Pharmaceuticals, Inc. | (4,002) | |
Cash flows from financing activities | ||
Proceeds from issuance of Series C preferred stock by Silver Creek Pharmaceuticals, Inc., net of issuance costs | $ 3,994 |
Nature of the Business
Nature of the Business | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the Business Merrimack Pharmaceuticals, Inc. (the “Company”) is a clinical stage biopharmaceutical company based in Cambridge, Massachusetts that is outthinking cancer by targeting biomarker-defined cancers. The Company’s vision is to ensure that cancer patients and their families live fulfilling lives. The Company’s mission is to transform cancer care through the smart design and development of targeted solutions based on a deep understanding of cancer pathways and biological markers. All of the Company’s development programs fit into the Company’s strategy of (1) understanding the biological problems it is trying to solve, (2) designing specific solutions against the problems it is trying to solve and (3) developing those solutions for biomarker-selected patients. This three-pronged strategy seeks to ensure optimal patient outcomes. The Company owns worldwide development and commercial rights to all of its clinical and preclinical programs. The Company is subject to risks and uncertainties common to companies in the biopharmaceutical industry, including, among other things, its ability to secure additional capital to fund operations, success of clinical trials, development by competitors of new technological innovations, dependence on collaborative arrangements, protection of proprietary technology, compliance with government regulations and dependence on key personnel. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of capital, adequate personnel, infrastructure and extensive compliance reporting capabilities. The Company’s product candidates are in development, and none are approved for any indication by the U.S. Food and Drug Administration (“FDA”) or any other regulatory agency. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies, among others. In addition, the Company is dependent upon the services of its employees and consultants. In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern for at least the next 12 months from issuance of the financial statements |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements reflect the operations of Merrimack Pharmaceuticals, Inc. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated. The condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accounting policies followed in the preparation of the interim condensed consolidated financial statements are consistent in all material respects with those presented in Note 1 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Certain reclassifications have been made to the prior year’s condensed consolidated balance sheet and condensed consolidated statement of cash flows to enhance comparability with the current year’s condensed consolidated financial statements presentation. These reclassifications had no effect on previously reported net income within the condensed consolidated statement of operations and comprehensive (loss) income. Consolidation The accompanying condensed consolidated financial statements reflect Merrimack Pharmaceuticals, Inc. and its wholly owned subsidiary. For the three and six months ended June 30, 2017, the condensed consolidated financial statements also include the accounts of Silver Creek Pharmaceuticals, Inc. (“Silver Creek”). For the three and six months ended June 30, 2017, Silver Creek represented a variable interest entity that the Company consolidated as the primary beneficiary. In the third quarter of 2017, the Company deconsolidated Silver Creek from its financial statements since the Company was no longer the primary beneficiary of Silver Creek. The Company’s ownership percentage decreased to less than 50% and the Company no longer controlled Silver Creek’s board of directors or directed the activities that had the most significant impact on Silver Creek’s economic performance. The Company accounts for its investment in Silver Creek under the equity method of accounting. On April 3, 2017, the Company completed the sale of its right, title and interest in the non-cash assets, equipment, inventory, contracts and intellectual property primarily related to developing, manufacturing and commercializing ONIVYDE and MM-436 (the “Commercial Business”). As of March 31, 2017, the Commercial Business met all the conditions to be classified as a discontinued operation since the disposal of the Commercial Business represented a strategic shift that had a major effect on the Company’s operations and financial results. Therefore, the operating results of the Commercial Business are reported as a loss from discontinued operations, net of tax in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2018 and 2017. Unaudited Interim Financial Information The condensed consolidated balance sheet as of December 31, 2017 was derived from audited financial statements, but does not include all disclosures required by GAAP. The condensed consolidated balance sheet as of September 30, 2018, the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2018 and 2017 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2018, the results of its operations for the three and nine months ended September 30, 2018 and 2017, and its statements of cash flows for the nine months ended September 30, 2018 and 2017. The financial data and other information disclosed in the notes related to the three and nine months ended September 30, 2018 and 2017 are unaudited. The results for the three and nine months ended September 30, 2018 and 2017 are not necessarily indicative of results to be expected for the year ending December 31, 2018, any other interim periods, or any future year or period. The unaudited interim financial statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 12, 2018. Condensed Consolidated Statements of Cash Flows The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows: (in thousands) September 30, 2018 September 30, 2017 Cash and cash equivalents $ 49,794 $ 107,245 Restricted cash (short-term) 584 102 Restricted cash (long-term) — 60,682 Total cash, cash equivalents and restricted cash shown in the condensed consolidated statement of cash flows $ 50,378 $ 168,029 Restricted cash on the statement of financial position for 2018 represents amounts pledged as collateral for operating lease obligations as contractually required. Restricted cash long-term on the statement of financial position for 2017 represents amounts pledged for the settlement of the Company’s 4.50% convertible notes due 2020 (the “Convertible Notes”) as well as collateral for operating lease obligations as contractually required. These restrictions will lapse when the arrangements expire. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates, assumptions and judgments reflected in these condensed consolidated financial statements include, but are not limited to, the accrual of research and development expenses and the valuation of stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates. Marketable Securities Marketable securities consist of investments with original maturities greater than ninety days. The Company has classified its investments with maturities beyond one year as short term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The Company considers its investment portfolio of marketable debt securities as available-for-sale. Accordingly, these marketable debt securities are recorded at fair value and unrealized gains and losses are reported as a component of accumulated other comprehensive loss in stockholders’ equity. Realized gains and losses and declines in value judged to be other than temporary are included as a component of other income (expense), net based on the specific identification method. When determining whether a decline in value is other than temporary, the Company considers various factors, including whether the Company has the intent to sell the security, and whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is determined based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. As a basis for considering such assumptions, GAAP establishes a three-tier value hierarchy, which prioritizes the inputs used to develop the assumptions and for measuring fair value as follows: Level 1 observable inputs such as quoted prices in active markets for identical assets; Level 2 inputs other than the quoted prices in active markets that are observable either directly or indirectly; and Level 3 unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The following tables show assets measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017: September 30, 2018 (in thousands) Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 37,708 $ — $ — Commercial paper — 1,299 — Totals $ 37,708 $ 1,299 $ — Marketable securities: Corporate debt securities $ — $ 3,986 $ — Commercial paper — 19,151 — Government securities — 11,915 — Totals $ — $ 35,052 $ — December 31, 2017 (in thousands) Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 89,310 $ — $ — Totals $ 89,310 $ — $ — During the nine months ended September 30, 2018 and the year ended December 31, 2017, there were no transfers between Level 1 and Level 2. The fair value of Level 2 instruments classified as cash equivalents and marketable debt securities were determined through third-party pricing services. The carrying amounts reflected in the condensed consolidated balance sheets for accounts payable, accrued expenses and other liabilities approximate fair value due to their short-term maturities. The carrying value of the Company’s outstanding notes payable approximates fair value (a level 2 fair value measurement), reflecting interest rates currently available to the Company. |
Marketable Securities and Cash
Marketable Securities and Cash Equivalents | 9 Months Ended |
Sep. 30, 2018 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities and Cash Equivalents | 4. Marketable Securities and Cash Equivalents The following table summarizes the Company’s marketable securities and cash equivalents as of September 30, 2018. The Company did not hold any marketable securities as of December 31, 2017. September 30, 2018 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: Money market funds $ 37,708 $ — $ — $ 37,708 Commercial paper 1,299 — — 1,299 Total cash equivalents $ 39,007 $ — $ — $ 39,007 Marketable securities: Corporate debt securities $ 3,987 $ — $ (1 ) $ 3,986 Commercial paper 19,151 — — 19,151 Government securities 11,919 — (4 ) 11,915 Total marketable securities $ 35,057 $ — $ (5 ) $ 35,052 Total cash equivalents and marketable securities $ 74,064 $ — $ (5 ) $ 74,059 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. Notes Payable On July 2, 2018, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) by and among the Company, certain subsidiaries of the Company from time to time party thereto, the several banks and other financial institutions or entities from time to time parties thereto (collectively referred to as “Lender”) and Hercules Capital, Inc., in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, “Agent”) The term loan bears interest at an annual rate equal to the greater of 9.25% and 9.25% plus the prime rate of interest minus 5.25%. The Loan Agreement provides for interest-only payments for eighteen months and repayment of the aggregate outstanding principal balance of the term loan in monthly installments starting on February 1, 2020 and continuing through August 1, 2021 (the “Maturity Date”). In addition, the Company paid a fee of $0.3 million upon closing and is required to pay a fee of 5.55% of the aggregate amount of advances under the Loan Agreement at maturity. At the Company’s option, the Company may elect to prepay all, but not less than all, of the outstanding term loan by paying the entire principal balance and all accrued and unpaid interest thereon plus a prepayment charge equal to the following percentage of the principal amount being prepaid: 3% if the term loan is prepaid during the first 12 months following the initial closing and 1% if the term loan is prepaid any time thereafter but prior to the Maturity Date. In connection with the Loan Agreement, the Company granted Agent a security interest in all of the Company’s personal property now owned or hereafter acquired, excluding intellectual property but including licenses of and the proceeds from the sale, if any, of intellectual property, and a negative pledge on intellectual property. The Loan Agreement also contains certain events of default, representations, warranties and non-financial covenants of the Company. In addition, the Loan Agreement grants Lender an option to purchase up to an aggregate of $1.0 million of the Company’s equity securities, or instruments exercisable for or convertible into equity securities, sold to investors in any private financing within one year after the initial closing under the Loan Agreement upon the same terms and conditions afforded to such other investors. Through September 30, 2018, the Company borrowed $15.0 million under the Loan Agreement and incurred $0.4 million of related debt discount and issuance costs, inclusive of the $0.3 million fee paid upon closing. The debt discount and issuance costs are being accreted to the principal amount of debt and being amortized from the date of issuance through the Maturity Date to interest expense using the effective-interest method. In addition, the Company accrues the related 5.55% final fee payment of $0.8 million due at maturity to outstanding debt by charges to interest expense using the effective-interest method over the same period. The effective interest rate of the outstanding debt under the Loan Agreement is approximately 12.5%. As of September 30, 2018 notes payable consist of the following: (in thousands) September 30, 2018 Notes payable $ 15,000 Less: current portion — Notes payable, net of current portion 15,000 Debt discount, net of accretion (331 ) Accretion related to final payment 83 Notes payable net of discount, long-term $ 14,752 During the three and nine months ended September 30, 2018, the Company recognized $0.5 million of interest expense related to the Loan Agreement. No interest expense was associated with the Loan Agreement for the three and nine months ended September 30, 2017. Estimated future principal payments due under the Loan Agreement are as follows as of September 30, 2018: (in thousands) Note Principal Payments Remainder of 2018 $ — 2019 — 2020 8,402 2021 6,598 Total minimum note principal payments $ 15,000 |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other | 9 Months Ended |
Sep. 30, 2018 | |
Payables And Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other | 6. Accounts Payable, Accrued Expenses and Other Accounts payable, accrued expenses and other as of September 30, 2018 and December 31, 2017 consisted of the following: (in thousands) September 30, 2018 December 31, 2017 Accounts payable $ 953 $ 2,887 Accrued goods and services 2,404 5,682 Accrued clinical trial costs 3,093 3,901 Accrued drug purchase costs 8,185 222 Accrued payroll and related benefits 2,651 2,884 Accrued restructuring expenses — 628 Income taxes payable, discontinued operations 361 — Deferred tax incentives 1,402 1,402 Total accounts payable, accrued expenses and other $ 19,049 $ 17,606 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation The Company’s 2011 Stock Incentive Plan (the “2011 Plan”) is administered by the Company’s Board of Directors and permits the Company to grant incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. At September 30, 2018, there were 0.7 million shares remaining available for grant under the 2011 Plan. During the nine months ended September 30, 2018 and 2017, the Company issued options to purchase 0.7 million and 2.1 million shares of common stock, respectively. Stock options granted to employees vest over a three-year period. Stock options granted to non-employee directors prior to 2018 generally vested immediately. Stock options granted to non-employee directors in 2018 vest over a one-year period, ending on the earlier of the one-year anniversary of the grant date or the day prior to the Company’s next annual meeting of stockholders after the grant date. The fair value of stock options granted to employees during the nine months ended September 30, 2018 and 2017 was estimated at the date of grant using the following assumptions: Nine Months Ended September 30, 2018 2017 Risk-free interest rate 2.3 – 2.9% 1.7 – 2.1% Expected dividend yield 0% 0% Expected term 5.3 – 5.8 years 5.0 – 6.1 years Expected volatility 62 – 64% 64 – 68% The Company uses the simplified method to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The computation of expected volatility is based on the historical volatility of comparable companies from a representative peer group selected based on industry and market capitalization. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. Management’s assumptions do not include an estimated forfeiture rate. The Company recognized stock-based compensation expense during the three and nine months ended September 30, 2018 and 2017 as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2018 2017 2018 2017 Employee awards: Research and development expense $ 256 $ 734 $ 870 $ 6,118 General and administrative expense 526 846 1,456 4,992 Total stock-based compensation expense $ 782 $ 1,580 $ 2,326 $ 11,110 The following table summarizes stock option activity during the nine months ended September 30, 2018: Weighted-Average Remaining Aggregate (in thousands, except per share amounts) Options Weighted-Average Exercise Price Contractual Term (in years) Intrinsic Value Outstanding at December 31, 2017 1,616 $ 22.07 6.65 $ 60,031 Granted 667 $ 10.31 Exercised — $ — Forfeited (477 ) $ 21.58 Outstanding at September 30, 2018 1,806 $ 17.86 7.24 $ — Vested and expected to vest at September 30, 2018 1,806 $ 17.86 7.24 $ — Exercisable at September 30, 2018 966 $ 23.01 5.81 $ — The weighted-average grant date fair value per share of stock options granted during the nine months ended September 30, 2018 and 2017 was $6.18 and $4.06, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of the stock options and the fair value of the underlying common stock. The aggregate intrinsic value of stock options exercised during the three and nine months ended September 30, 2017 was $0.0 million and $2.3 million, respectively. There were no options exercised during the three and nine months ended September 30, 2018. As of September 30, 2018, there was $5.5 million of total unrecognized stock-based compensation expense related to unvested employee stock awards. The Company expects to recognize this expense over a weighted-average period of approximately 2.38 years. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | 8. Net Income (Loss) Per Common Share Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to Merrimack Pharmaceuticals, Inc. by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to Merrimack Pharmaceuticals, Inc. by the weighted-average number of dilutive common shares outstanding during the period. Dilutive shares outstanding is calculated by adding to the weighted shares outstanding any potential (unissued) shares of common stock from outstanding stock options based on the treasury stock method. In a period when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods where a loss is reported, there is no difference in basic and dilutive loss per share. The Company follows the two-class method when computing net income (loss) per share when it has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participating rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based on their respective rights to receive dividends, as if all income for the period has been distributed or losses to be allocated if they are contractually required to fund losses. There were no amounts allocated to participating securities for the three and nine months ended September 30, 2018 and 2017, as the Company was in a loss position and had no shares that met the definition of participating securities outstanding as of September 30, 2018 and 2017. The stock options and conversion premium on the Convertible Notes are excluded from the calculation of diluted loss per share because the net loss for the three and nine months ended September 30, 2017 causes such securities to be anti-dilutive. Outstanding securities excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2018 and 2017 are shown in the chart below: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2018 2017 2018 2017 Outstanding options to purchase common stock 1,806 1,824 1,806 1,824 Conversion of the Convertible Notes — 1,216 — 1,216 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 9. Discontinued Operations On April 3, 2017, the Company completed the sale of the Commercial Business. As of March 31, 2017, the Commercial Business met all the conditions to be classified as a discontinued operation since the disposal of the Commercial Business represented a strategic shift that had a major effect on the Company’s operations and financial results. The condensed consolidated financial statements for the three and nine months ended September 30, 2018 and 2017 reflect the operations of the Commercial Business as a discontinued operation. Discontinued operations for the three and nine months ended September 30, 2018 and 2017 includes the following: (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues: Product revenues, net $ — $ — $ — $ 16,135 License and collaboration revenues — — — 7,797 Other revenues — — — 1,973 Total revenues — — — 25,905 Costs and expenses: Cost of revenues — — — 3,890 Research and development expenses 171 — 171 3,730 Selling, general and administrative expenses — — — 8,732 Restructuring expenses — — — 9,535 Total costs and expenses 171 — 171 25,887 Other income and expenses: Other income — — — — Interest expense — — — (6,743 ) Gain on sale of commercial business 23,000 3,497 23,000 601,670 Income from discontinued operations $ 22,829 $ 3,497 $ 22,829 $ 594,945 Income tax (expense) benefit (6,499 ) 4,959 (6,499 ) (46,951 ) Total income from discontinued operations $ 16,330 $ 8,456 $ 16,330 $ 547,994 On January 8, 2017, the Company announced a reduction in headcount by approximately 30% in connection with the sale of the Commercial Business and the completion of its strategic pipeline review. Under this corporate restructuring, for the three and nine months ended September 30, 2017, the Company recognized total restructuring expenses of $0.0 million and $9.5 million, respectively, which in the nine month period was related to contractual termination benefits for employees with pre-existing severance arrangements. These one-time employee termination benefits are comprised of severance, benefits and related costs, all of which resulted in cash expenditures. The expense of $9.5 million was included in discontinued operations, as the costs are directly associated with the sale of the Commercial Business. In connection with the sale of the Commercial Business, the Company retained the right to receive net milestone payments that may become payable related to the development and commercialization of ONIVYDE for up to $33.0 million pursuant to a license and collaboration agreement (the “Baxalta Agreement”) between Baxalta Incorporated, Baxalta US Inc., Baxalta GmbH and Ipsen S.A. (“Ipsen”). Shire plc was the parent entity of the Baxalta entities and assigned the Baxalta Agreement to Les Laboratoires Servier SAS (“Servier”). During the three and nine months ended September 30, 2018, the Company received $23.0 million of the potential $33.0 million in milestone payments related to the development and commercialization of ONIVYDE under the Baxalta Agreement. The Company included the $23.0 million in discontinued operations because the amounts directly relate to the Commercial Business, which was classified as a discontinued operation. The disposal of the Commercial Business represented a strategic shift that had a major effect on the Company’s operations and financial results. The Company also recorded $0.2 million of research and development expense in discontinued operations in the three and nine months ended September 30, 2018, as this expense is directly associated with the $23.0 million in milestones. Intraperiod tax allocation rules require the Company to allocate the provision for income taxes between continuing operations and other categories of earnings, such as discontinued operations. In periods in which there is a pre-tax loss from continuing operations and pre-tax income in other categories of earnings, such as discontinued operations, the Company must allocate to continuing operations a tax benefit for the loss in continuing operations with an offsetting tax expense to discontinued operations. For the three and nine months ended September 30, 2018, the Company recognized an income tax benefit of $4.8 million in continuing operations and income tax expense in discontinued operations of $6.5 million. |
Investment in Silver Creek
Investment in Silver Creek | 9 Months Ended |
Sep. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Investment in Silver Creek | 10. Investment in Silver Creek On August 20, 2010, the Company acquired a controlling financial interest in Silver Creek. At such time, the Company had the ability to direct the activities of Silver Creek that most significantly impacted Silver Creek’s economic performance through its ownership percentage and through the board of director seats controlled by the Company. As such, Silver Creek was consolidated by the Company. Since the Company acquired its financial interest, Silver Creek has raised funding through the issuance of preferred stock and convertible promissory notes. The Company has not participated in any Silver Creek financings nor has it provided any funding. During the third quarter of 2017, Silver Creek completed its Series C preferred stock financing, reducing the Company’s ownership percentage in Silver Creek below 50% and resulting in the Company no longer controlling the Silver Creek board of directors. Accordingly, the Company determined that it was no longer the primary beneficiary of Silver Creek and deconsolidated Silver Creek from its financial statements on July 13, 2017. Starting on July 14, 2017, the Company accounted for its investment in Silver Creek under the equity method of accounting since the Company has the ability to exercise significant influence over Silver Creek. Under the equity method of accounting, the Company has recorded its proportionate share of Silver Creek’s losses in its results of operations with a corresponding decrease in the carrying value of the investment. As of September 30, 2018, the carrying value of the Company’s investment in Silver Creek was $8.9 million. There can be no guarantee that the value of the Company’s investment in Silver Creek will not realize a substantial future loss or complete loss of value. The Company reviews the investment for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. These circumstances can include, but are not limited to, negative current events or long-term outlooks impacting Silver Creek and/or its programs, planned or announced delays in the clinical development process to advance its programs, a current fair value of investment at a lower value than the Company’s investment and/or investors no longer providing financial support or reducing their financial commitment to Silver Creek. Silver Creek continues to be a related party to the Company after deconsolidation. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 11. Recent Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued the following new Accounting Standards Updates (“ASU”), which the Company adopted on January 1, 2018: • ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” and related amendments; • ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities”; • ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”; • ASU 2016-18, “Statement of Cash Flows - Restricted Cash (a consensus of the FASB Emerging Issues Task Force)”; and • ASU 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” The adoption of these standards did not have a material impact on the Company’s financial position, results of operations or statement of cash flows; however, the adoption of ASU 2016-18 resulted in the reclassification of certain prior year amounts in the Company’s condensed consolidated statements of cash flows to conform to the current year presentation. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which supersedes all existing lease accounting guidance within ASC 840, Leases In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which represents a new credit loss standard that will change the impairment model for most financial assets and certain other financial instruments. Specifically, this guidance will require entities to utilize a new “expected loss” model as it relates to trade and other receivables. In addition, entities will be required to recognize an allowance for estimated credit losses on available-for-sale debt securities, regardless of the length of time that a security has been in an unrealized loss position. This guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods, and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this guidance may have on the condensed consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220).” ASU 2018-02 addresses the effect of the change in the U.S. federal corporate tax rate due to the enactment of the December 22, 2017 Tax Cuts and Jobs Act (the “Tax Act”) on items within accumulated other comprehensive loss. The guidance will be effective for the Company in the first quarter of fiscal 2020 with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on the condensed consolidated financial statements. In July 2018, the FASB issued ASU 2018-09, “Codification Improvements.” The amendments in ASU 2018-09 affect a wide variety of topics in the FASB Accounting Standards Codification and XBRL Taxonomy. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments in ASU 2018-09 do not require transition guidance and will be effective upon issuance of the update. However, many of the amendments in ASU 2018-09 do have transition guidance with effective dates for annual periods beginning after December 15, 2018 for public business entities. The Company is currently assessing the impact that adopting this new accounting standard will have on the condensed consolidated financial statements. From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed above, the Company does not believe that the adoption of recently issued standards has or may have a material impact on the Company’s condensed consolidated financial statements or disclosures. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events In connection with the sale of the Commercial Business, the Company retained the right to receive net milestone payments that may become payable related to the development and commercialization of ONIVYDE for up to $33.0 million pursuant to the Baxalta Agreement. In October 2018, the Company received a payment of $5.0 million from Ipsen against the milestone related to the first patient dosed in a pivotal clinical trial of ONIVYDE in an indication other than pancreatic cancer as a result of the commencement of a multi-part study that Ipsen and Servier are conducting in patients with small-cell lung cancer. The Company expects to receive the remaining $5.0 million for such milestone if and when a decision is made to progress to the randomized part of the study focused on efficacy. To date, the Company has received $28.0 million of the potential $33.0 million in milestone payments under the Baxalta Agreement. On October 19, 2018, the Company announced the termination of its global, open-label, biomarker-selected, Phase 2 randomized SHERLOC clinical trial evaluating MM-121 (seribantumab) in combination with docetaxel in patients with heregulin positive non-small cell lung cancer. The decision to terminate the SHERLOC clinical trial was made based on an interim analysis triggered by the occurrence of 75% of events required for trial completion, which demonstrated that the addition of MM-121 to docetaxel did not improve progression free survival over docetaxel alone in this patient population. As a result of the decision to terminate the SHERLOC clinical trial, the Company does not meet the prerequisite funding conditions for drawing the two additional term loan advances under the Loan Agreement (see Note 5, “Notes Payable”), which provided for, at the Company’s option, two additional term loan advances of $5.0 million each upon the occurrence of certain funding conditions prior to December 31, 2018 and December 31, 2019, respectively. On November 7, 2018, based on the results of the interim analysis of its randomized Phase 2 SHERLOC study that were announced on October 19, 2018, the Company announced it is discontinuing development of all ongoing MM-121 programs, including terminating its global, double-blinded, placebo-controlled, biomarker-selected, Phase 2 randomized SHERBOC clinical trial evaluating MM-121 in combination with fulvestrant in patients with heregulin positive, hormone receptor positive, ErbB2 (HER2) negative, metastatic breast cancer. On November 7, 2018, the Company announced that it was implementing a reduction in headcount as part of a corporate restructuring, after which the Company expects to have approximately 27 employees. The corporate restructuring follows a comprehensive review of the Company’s drug candidate pipeline. The Company estimates it will incur expenses for one-time termination benefits in connection with this corporate restructuring of approximately $1.5 million to $1.8 million for employee severance, benefits and related costs. The reduction in headcount is expected to be completed by February 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements reflect the operations of Merrimack Pharmaceuticals, Inc. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated. The condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accounting policies followed in the preparation of the interim condensed consolidated financial statements are consistent in all material respects with those presented in Note 1 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Certain reclassifications have been made to the prior year’s condensed consolidated balance sheet and condensed consolidated statement of cash flows to enhance comparability with the current year’s condensed consolidated financial statements presentation. These reclassifications had no effect on previously reported net income within the condensed consolidated statement of operations and comprehensive (loss) income. |
Consolidation | Consolidation The accompanying condensed consolidated financial statements reflect Merrimack Pharmaceuticals, Inc. and its wholly owned subsidiary. For the three and six months ended June 30, 2017, the condensed consolidated financial statements also include the accounts of Silver Creek Pharmaceuticals, Inc. (“Silver Creek”). For the three and six months ended June 30, 2017, Silver Creek represented a variable interest entity that the Company consolidated as the primary beneficiary. In the third quarter of 2017, the Company deconsolidated Silver Creek from its financial statements since the Company was no longer the primary beneficiary of Silver Creek. The Company’s ownership percentage decreased to less than 50% and the Company no longer controlled Silver Creek’s board of directors or directed the activities that had the most significant impact on Silver Creek’s economic performance. The Company accounts for its investment in Silver Creek under the equity method of accounting. On April 3, 2017, the Company completed the sale of its right, title and interest in the non-cash assets, equipment, inventory, contracts and intellectual property primarily related to developing, manufacturing and commercializing ONIVYDE and MM-436 (the “Commercial Business”). As of March 31, 2017, the Commercial Business met all the conditions to be classified as a discontinued operation since the disposal of the Commercial Business represented a strategic shift that had a major effect on the Company’s operations and financial results. Therefore, the operating results of the Commercial Business are reported as a loss from discontinued operations, net of tax in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2018 and 2017. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The condensed consolidated balance sheet as of December 31, 2017 was derived from audited financial statements, but does not include all disclosures required by GAAP. The condensed consolidated balance sheet as of September 30, 2018, the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2018 and 2017 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2018, the results of its operations for the three and nine months ended September 30, 2018 and 2017, and its statements of cash flows for the nine months ended September 30, 2018 and 2017. The financial data and other information disclosed in the notes related to the three and nine months ended September 30, 2018 and 2017 are unaudited. The results for the three and nine months ended September 30, 2018 and 2017 are not necessarily indicative of results to be expected for the year ending December 31, 2018, any other interim periods, or any future year or period. The unaudited interim financial statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 12, 2018. |
Condensed Consolidated Statements of Cash Flows | Condensed Consolidated Statements of Cash Flows The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows: (in thousands) September 30, 2018 September 30, 2017 Cash and cash equivalents $ 49,794 $ 107,245 Restricted cash (short-term) 584 102 Restricted cash (long-term) — 60,682 Total cash, cash equivalents and restricted cash shown in the condensed consolidated statement of cash flows $ 50,378 $ 168,029 Restricted cash on the statement of financial position for 2018 represents amounts pledged as collateral for operating lease obligations as contractually required. Restricted cash long-term on the statement of financial position for 2017 represents amounts pledged for the settlement of the Company’s 4.50% convertible notes due 2020 (the “Convertible Notes”) as well as collateral for operating lease obligations as contractually required. These restrictions will lapse when the arrangements expire. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates, assumptions and judgments reflected in these condensed consolidated financial statements include, but are not limited to, the accrual of research and development expenses and the valuation of stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates. |
Marketable Securities | Marketable Securities Marketable securities consist of investments with original maturities greater than ninety days. The Company has classified its investments with maturities beyond one year as short term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The Company considers its investment portfolio of marketable debt securities as available-for-sale. Accordingly, these marketable debt securities are recorded at fair value and unrealized gains and losses are reported as a component of accumulated other comprehensive loss in stockholders’ equity. Realized gains and losses and declines in value judged to be other than temporary are included as a component of other income (expense), net based on the specific identification method. When determining whether a decline in value is other than temporary, the Company considers various factors, including whether the Company has the intent to sell the security, and whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. |
Recent Accounting Pronouncements | The Financial Accounting Standards Board (“FASB”) issued the following new Accounting Standards Updates (“ASU”), which the Company adopted on January 1, 2018: • ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” and related amendments; • ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities”; • ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”; • ASU 2016-18, “Statement of Cash Flows - Restricted Cash (a consensus of the FASB Emerging Issues Task Force)”; and • ASU 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” The adoption of these standards did not have a material impact on the Company’s financial position, results of operations or statement of cash flows; however, the adoption of ASU 2016-18 resulted in the reclassification of certain prior year amounts in the Company’s condensed consolidated statements of cash flows to conform to the current year presentation. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which supersedes all existing lease accounting guidance within ASC 840, Leases In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which represents a new credit loss standard that will change the impairment model for most financial assets and certain other financial instruments. Specifically, this guidance will require entities to utilize a new “expected loss” model as it relates to trade and other receivables. In addition, entities will be required to recognize an allowance for estimated credit losses on available-for-sale debt securities, regardless of the length of time that a security has been in an unrealized loss position. This guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods, and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this guidance may have on the condensed consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220).” ASU 2018-02 addresses the effect of the change in the U.S. federal corporate tax rate due to the enactment of the December 22, 2017 Tax Cuts and Jobs Act (the “Tax Act”) on items within accumulated other comprehensive loss. The guidance will be effective for the Company in the first quarter of fiscal 2020 with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on the condensed consolidated financial statements. In July 2018, the FASB issued ASU 2018-09, “Codification Improvements.” The amendments in ASU 2018-09 affect a wide variety of topics in the FASB Accounting Standards Codification and XBRL Taxonomy. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments in ASU 2018-09 do not require transition guidance and will be effective upon issuance of the update. However, many of the amendments in ASU 2018-09 do have transition guidance with effective dates for annual periods beginning after December 15, 2018 for public business entities. The Company is currently assessing the impact that adopting this new accounting standard will have on the condensed consolidated financial statements. From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed above, the Company does not believe that the adoption of recently issued standards has or may have a material impact on the Company’s condensed consolidated financial statements or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows: (in thousands) September 30, 2018 September 30, 2017 Cash and cash equivalents $ 49,794 $ 107,245 Restricted cash (short-term) 584 102 Restricted cash (long-term) — 60,682 Total cash, cash equivalents and restricted cash shown in the condensed consolidated statement of cash flows $ 50,378 $ 168,029 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on a Recurring Basis | The following tables show assets measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017: September 30, 2018 (in thousands) Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 37,708 $ — $ — Commercial paper — 1,299 — Totals $ 37,708 $ 1,299 $ — Marketable securities: Corporate debt securities $ — $ 3,986 $ — Commercial paper — 19,151 — Government securities — 11,915 — Totals $ — $ 35,052 $ — December 31, 2017 (in thousands) Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 89,310 $ — $ — Totals $ 89,310 $ — $ — |
Marketable Securities and Cas_2
Marketable Securities and Cash Equivalents (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Marketable Securities and Cash Equivalents | The following table summarizes the Company’s marketable securities and cash equivalents as of September 30, 2018. The Company did not hold any marketable securities as of December 31, 2017. September 30, 2018 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: Money market funds $ 37,708 $ — $ — $ 37,708 Commercial paper 1,299 — — 1,299 Total cash equivalents $ 39,007 $ — $ — $ 39,007 Marketable securities: Corporate debt securities $ 3,987 $ — $ (1 ) $ 3,986 Commercial paper 19,151 — — 19,151 Government securities 11,919 — (4 ) 11,915 Total marketable securities $ 35,057 $ — $ (5 ) $ 35,052 Total cash equivalents and marketable securities $ 74,064 $ — $ (5 ) $ 74,059 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | As of September 30, 2018 notes payable consist of the following: (in thousands) September 30, 2018 Notes payable $ 15,000 Less: current portion — Notes payable, net of current portion 15,000 Debt discount, net of accretion (331 ) Accretion related to final payment 83 Notes payable net of discount, long-term $ 14,752 |
Summary of Estimated Future Principal Payments Due Under Loan Agreement | Estimated future principal payments due under the Loan Agreement are as follows as of September 30, 2018: (in thousands) Note Principal Payments Remainder of 2018 $ — 2019 — 2020 8,402 2021 6,598 Total minimum note principal payments $ 15,000 |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable, Accrued Expenses and Other | Accounts payable, accrued expenses and other as of September 30, 2018 and December 31, 2017 consisted of the following: (in thousands) September 30, 2018 December 31, 2017 Accounts payable $ 953 $ 2,887 Accrued goods and services 2,404 5,682 Accrued clinical trial costs 3,093 3,901 Accrued drug purchase costs 8,185 222 Accrued payroll and related benefits 2,651 2,884 Accrued restructuring expenses — 628 Income taxes payable, discontinued operations 361 — Deferred tax incentives 1,402 1,402 Total accounts payable, accrued expenses and other $ 19,049 $ 17,606 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Assumptions Used to Calculate Fair Value of Options Granted to Employees | The fair value of stock options granted to employees during the nine months ended September 30, 2018 and 2017 was estimated at the date of grant using the following assumptions: Nine Months Ended September 30, 2018 2017 Risk-free interest rate 2.3 – 2.9% 1.7 – 2.1% Expected dividend yield 0% 0% Expected term 5.3 – 5.8 years 5.0 – 6.1 years Expected volatility 62 – 64% 64 – 68% |
Schedule of Recognized Stock-Based Compensation Expense | The Company recognized stock-based compensation expense during the three and nine months ended September 30, 2018 and 2017 as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2018 2017 2018 2017 Employee awards: Research and development expense $ 256 $ 734 $ 870 $ 6,118 General and administrative expense 526 846 1,456 4,992 Total stock-based compensation expense $ 782 $ 1,580 $ 2,326 $ 11,110 |
Summary of Stock Option Activity | The following table summarizes stock option activity during the nine months ended September 30, 2018: Weighted-Average Remaining Aggregate (in thousands, except per share amounts) Options Weighted-Average Exercise Price Contractual Term (in years) Intrinsic Value Outstanding at December 31, 2017 1,616 $ 22.07 6.65 $ 60,031 Granted 667 $ 10.31 Exercised — $ — Forfeited (477 ) $ 21.58 Outstanding at September 30, 2018 1,806 $ 17.86 7.24 $ — Vested and expected to vest at September 30, 2018 1,806 $ 17.86 7.24 $ — Exercisable at September 30, 2018 966 $ 23.01 5.81 $ — |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Outstanding Securities Excluded from Computation of Diluted Loss Per Share | Outstanding securities excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2018 and 2017 are shown in the chart below: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2018 2017 2018 2017 Outstanding options to purchase common stock 1,806 1,824 1,806 1,824 Conversion of the Convertible Notes — 1,216 — 1,216 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | Discontinued operations for the three and nine months ended September 30, 2018 and 2017 includes the following: (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues: Product revenues, net $ — $ — $ — $ 16,135 License and collaboration revenues — — — 7,797 Other revenues — — — 1,973 Total revenues — — — 25,905 Costs and expenses: Cost of revenues — — — 3,890 Research and development expenses 171 — 171 3,730 Selling, general and administrative expenses — — — 8,732 Restructuring expenses — — — 9,535 Total costs and expenses 171 — 171 25,887 Other income and expenses: Other income — — — — Interest expense — — — (6,743 ) Gain on sale of commercial business 23,000 3,497 23,000 601,670 Income from discontinued operations $ 22,829 $ 3,497 $ 22,829 $ 594,945 Income tax (expense) benefit (6,499 ) 4,959 (6,499 ) (46,951 ) Total income from discontinued operations $ 16,330 $ 8,456 $ 16,330 $ 547,994 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accumulated deficit | $ 514,333 | $ 514,333 | $ 482,771 | |||
Net loss from continuing operations before income tax benefit | 17,139 | $ 7,456 | 52,690 | $ 96,547 | ||
Cash in continuing operations for operating activities | 46,696 | $ 63,057 | ||||
Cash, cash equivalents and marketable securities | $ 84,800 | $ 84,800 | ||||
Subsequent Event [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Milestone payment received | $ 5,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | Sep. 30, 2018 | Sep. 30, 2017 |
Convertible Notes [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Interest rate (as a percent) | 4.50% | |
Maximum [Member] | Silver Creek Pharmaceuticals Inc [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Ownership interest (as a percent) | 50.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 49,794 | $ 93,441 | $ 107,245 | |
Restricted cash (short-term) | 584 | 102 | ||
Restricted cash (long-term) | 60,682 | |||
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statement of cash flows | $ 50,378 | $ 94,217 | $ 168,029 | $ 22,300 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Assets Measured at Fair Value on a Recurring Basis (Detail) - Recurring Basis [Member] - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 37,708 | $ 89,310 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 37,708 | $ 89,310 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,299 | |
Marketable securities | 35,052 | |
Level 2 [Member] | Commercial Paper [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,299 | |
Level 2 [Member] | Corporate Debt Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 3,986 | |
Level 2 [Member] | Commercial Paper [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 19,151 | |
Level 2 [Member] | Government Securites [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 11,915 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Fair value transfers between Level 1 and Level 2 | $ 0 | $ 0 |
Marketable Securities and Cas_3
Marketable Securities and Cash Equivalents - Additional Information (Detail) | Dec. 31, 2017USD ($) |
Amortized Cost And Fair Value Debt Securities [Abstract] | |
Marketable securities | $ 0 |
Marketable Securities and Cas_4
Marketable Securities and Cash Equivalents - Summary of Marketable Securities and Cash Equivalents (Detail) $ in Thousands | Sep. 30, 2018USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | $ 74,064 |
Unrealized Losses | (5) |
Fair Value | 74,059 |
Cash Equivalents [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 39,007 |
Fair Value | 39,007 |
Cash Equivalents [Member] | Money Market Funds [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 37,708 |
Fair Value | 37,708 |
Cash Equivalents [Member] | Commercial Paper [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 1,299 |
Fair Value | 1,299 |
Marketable Securities [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 35,057 |
Unrealized Losses | (5) |
Fair Value | 35,052 |
Marketable Securities [Member] | Corporate Debt Securities [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 3,987 |
Unrealized Losses | (1) |
Fair Value | 3,986 |
Marketable Securities [Member] | Commercial Paper [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 19,151 |
Fair Value | 19,151 |
Marketable Securities [Member] | Government Securities [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 11,919 |
Unrealized Losses | (4) |
Fair Value | $ 11,915 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | Jul. 02, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||||||
Interest expense | $ 472,000 | $ 1,659,000 | $ 472,000 | $ 30,400,000 | ||
Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | 500,000 | $ 0 | 500,000 | $ 0 | ||
Term Loan [Member] | Loan Agreement [Member] | Hercules Capital, Inc [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of loan | $ 25,000,000 | $ 15,000,000 | 15,000,000 | 15,000,000 | ||
Debt instrument, initial advance received | $ 15,000,000 | |||||
Debt instrument, interest rate terms | The term loan bears interest at an annual rate equal to the greater of 9.25% and 9.25% plus the prime rate of interest minus 5.25%. | |||||
Interest rate (as a percent) | 9.25% | |||||
Debt instrument, term | 18 months | |||||
Outstanding principal balance repayment start date | Feb. 1, 2020 | |||||
Outstanding principal balance repayment end date | Aug. 1, 2021 | |||||
Debt instruement, payment terms | The Loan Agreement provides for interest-only payments for eighteen months and repayment of the aggregate outstanding principal balance of the term loan in monthly installments starting on February 1, 2020 and continuing through August 1, 2021 | |||||
Payment of debt instrument fee amount | $ 300,000 | 300,000 | 300,000 | $ 300,000 | ||
Debt instrument, repayment fee percentage | 5.55% | |||||
Debt instrument, percentage of prepaid closing charge during first twelve month following initial closing | 3.00% | |||||
Debt instrument, percentage of prepaid closing charge thereafter to prior to maturity date | 1.00% | |||||
Equity securities, or instruments exercisable or convertible into equity securities | $ 1,000,000 | |||||
Debt discount discount and issuance costs | 400,000 | 400,000 | 400,000 | |||
Payments of fee | $ 300,000 | $ 300,000 | 300,000 | 300,000 | ||
Debt instrument, percentage of final payment due at maturity to outstanding debt | 5.55% | |||||
Final fee payment due at maturity to outstanding debt | $ 800,000 | $ 800,000 | $ 800,000 | |||
Percentage of effective interest rate | 12.50% | 12.50% | 12.50% | |||
Term Loan [Member] | Loan Agreement [Member] | Hercules Capital, Inc [Member] | Prime Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, percentage deducted from interest rate and prime rate | 5.25% | |||||
Term Loan [Member] | Loan Agreement [Member] | Hercules Capital, Inc [Member] | Prior To December 31, 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, initial advance amount | $ 5,000,000 | |||||
Term Loan [Member] | Loan Agreement [Member] | Hercules Capital, Inc [Member] | Prior To December 31, 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, initial advance amount | $ 5,000,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) $ in Thousands | Sep. 30, 2018USD ($) |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | |
Notes payable | $ 15,000 |
Notes payable, net of current portion | 15,000 |
Debt discount, net of accretion | (331) |
Accretion related to final payment | 83 |
Notes payable net of discount, long-term | $ 14,752 |
Notes Payable - Summary of Esti
Notes Payable - Summary of Estimated Future Principal Payments Due Under Loan Agreement (Detail) $ in Thousands | Sep. 30, 2018USD ($) |
Maturities Of Long Term Debt [Abstract] | |
2,020 | $ 8,402 |
2,021 | 6,598 |
Total minimum note principal payments | $ 15,000 |
Accounts Payable, Accrued Exp_3
Accounts Payable, Accrued Expenses and Other - Schedule of Accounts Payable, Accrued Expenses and Other (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 953 | $ 2,887 |
Accrued goods and services | 2,404 | 5,682 |
Accrued clinical trial costs | 3,093 | 3,901 |
Accrued drug purchase costs | 8,185 | 222 |
Accrued payroll and related benefits | 2,651 | 2,884 |
Accrued restructuring expenses | 628 | |
Income taxes payable, discontinued operations | 361 | |
Deferred tax incentives | 1,402 | 1,402 |
Total accounts payable, accrued expenses and other | $ 19,049 | $ 17,606 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options, Granted | 667 | |||
Weighted-average grant date fair value per share of stock options | $ 6.18 | $ 4.06 | ||
Aggregate intrinsic value of options exercised | $ 0 | $ 0 | $ 0 | $ 2,300,000 |
Unrecognized stock-based compensation expense related to nonvested stock awards | $ 5,500,000 | $ 5,500,000 | ||
Weighted average period over which unrecognized stock-based compensation expense is expected to be recognized | 2 years 4 months 17 days | |||
Stock Incentive Plan 2011 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares of common stock available for grant (in shares) | 700 | 700 | ||
Number of Options, Granted | 700 | 2,100 | ||
Stock Incentive Plan 2011 [Member] | Employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options vesting period | 3 years | |||
Stock Incentive Plan 2011 [Member] | Non-Employee Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options vesting period | 1 year |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Options Granted to Employees (Detail) - Options to Purchase Common Stock [Member] | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.30% | 1.70% |
Expected volatility | 62.00% | 64.00% |
Expected term | 5 years 3 months 18 days | 5 years |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.90% | 2.10% |
Expected volatility | 64.00% | 68.00% |
Expected term | 5 years 9 months 18 days | 6 years 1 month 6 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Recognized Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 782 | $ 1,580 | $ 2,326 | $ 11,110 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense for employee awards | 256 | 734 | 870 | 6,118 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense for employee awards | $ 526 | $ 846 | $ 1,456 | $ 4,992 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | ||
Number of Options, Outstanding, Beginning balance | 1,616 | |
Number of Options, Granted | 667 | |
Number of Options, Forfeited | (477) | |
Number of Options, Outstanding, Ending balance | 1,806 | 1,616 |
Number of Options, Vested and expected to vest | 1,806 | |
Number of Options, Exercisable | 966 | |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $ 22.07 | |
Weighted-Average Exercise Price, Granted | 10.31 | |
Weighted-Average Exercise Price, Forfeited | 21.58 | |
Weighted-Average Exercise Price, Outstanding, Ending balance | 17.86 | $ 22.07 |
Weighted-Average Exercise Price, Vested and expected to vest | 17.86 | |
Weighted-Average Exercise Price, Exercisable | $ 23.01 | |
Weighted-Average Remaining Contractual Term | 7 years 2 months 26 days | 6 years 7 months 24 days |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 7 years 2 months 26 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 5 years 9 months 21 days | |
Aggregate Intrinsic Value, Outstanding | $ 60,031 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Amounts allocated to participating securities | $ 0 | $ 0 | $ 0 | $ 0 |
Participating securities outstanding, shares | 0 | 0 | 0 | 0 |
Net Income (Loss) Per Common _4
Net Income (Loss) Per Common Share - Schedule of Outstanding Securities Excluded from Computation of Diluted Loss Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Outstanding Options to Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding securities excluded from calculation of diluted loss per share | 1,806 | 1,824 | 1,806 | 1,824 |
Conversion of the Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding securities excluded from calculation of diluted loss per share | 1,216 | 1,216 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Costs and expenses: | ||||
Research and development expenses | $ 200 | $ 200 | ||
Other income and expenses: | ||||
Gain on sale of commercial business | 23,000 | |||
Income tax (expense) benefit | (6,500) | (6,500) | ||
Total income from discontinued operations | 16,330 | $ 8,456 | 16,330 | $ 547,994 |
Commercial Business [Member] | ||||
Revenues: | ||||
Product revenues, net | 16,135 | |||
License and collaboration revenues | 7,797 | |||
Other revenues | 1,973 | |||
Total revenues | 25,905 | |||
Costs and expenses: | ||||
Cost of revenues | 3,890 | |||
Research and development expenses | 171 | 171 | 3,730 | |
Selling, general and administrative expenses | 8,732 | |||
Restructuring expenses | 9,535 | |||
Total costs and expenses | 171 | 171 | 25,887 | |
Other income and expenses: | ||||
Interest expense | (6,743) | |||
Gain on sale of commercial business | 23,000 | 3,497 | 23,000 | 601,670 |
Income from discontinued operations | 22,829 | 3,497 | 22,829 | 594,945 |
Income tax (expense) benefit | (6,499) | 4,959 | (6,499) | (46,951) |
Total income from discontinued operations | $ 16,330 | $ 8,456 | $ 16,330 | $ 547,994 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) | Apr. 03, 2017 | Jan. 08, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Discontinued operations, amounts directly relate to commercial bussiness | $ 23,000,000 | |||||
Research and development expense | $ 200,000 | 200,000 | ||||
Income tax benefit to continuing operations | (4,798,000) | $ (2,133,000) | (4,798,000) | $ (32,372,000) | ||
Income tax expense to discontinued operations | 6,500,000 | 6,500,000 | ||||
Baxalta | Asset Sale Agreement [Member] | Development And Commercialization Milestones | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Maximum amount of milestone payments that can be received | $ 33,000,000 | 33,000,000 | ||||
Milestone payment received | 23,000,000 | 23,000,000 | ||||
Income tax benefit to continuing operations | $ (4,800,000) | $ (4,800,000) | ||||
January 2017 Corporate Restructuring [Member] | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Restructuring activity, announcement date | Jan. 8, 2017 | |||||
Reduction in headcount, percent | 30.00% | |||||
January 2017 Corporate Restructuring [Member] | Discontinued Operations [Member] | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Restructuring expenses | $ 9,500,000 | |||||
January 2017 Corporate Restructuring [Member] | Contractual Termination Benefits [Member] | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Restructuring expenses | $ 0 | $ 9,500,000 | ||||
January 2017 Corporate Restructuring [Member] | One-time Employee Termination Benefits [Member] | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Restructuring activities, description | one-time employee termination benefits are comprised of severance, benefits and related costs, all of which resulted in cash expenditures. |
Investment in Silver Creek - Ad
Investment in Silver Creek - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||
Equity method investment | $ 8,893 | $ 10,551 | |
Silver Creek Pharmaceuticals Inc [Member] | |||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||
Equity method investment | $ 8,900 | ||
Silver Creek Pharmaceuticals Inc [Member] | Maximum [Member] | |||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||
Ownership interest percentage held by parent | 50.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Nov. 07, 2018USD ($)Employee | Oct. 19, 2018USD ($) | Apr. 03, 2017USD ($) | Oct. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) |
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Milestone payment received | $ 5,000,000 | |||||
Number of employees after headcount reduction | Employee | 27 | |||||
Corporate restructuring headcount reduction expected to complete, month and year | 2019-02 | |||||
Subsequent Event [Member] | Minimum [Member] | One-time Employee Termination Benefits [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Expenses for one-time termination | $ 1,500,000 | |||||
Subsequent Event [Member] | Maximum [Member] | One-time Employee Termination Benefits [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Expenses for one-time termination | $ 1,800,000 | |||||
Subsequent Event [Member] | SHERLOC Clinical Trial [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of occurrence of events that triggers clinical trial termination | 75.00% | |||||
Subsequent Event [Member] | SHERLOC Clinical Trial [Member] | Prior To December 31, 2018 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, initial advance amount | $ 5,000,000 | |||||
Subsequent Event [Member] | SHERLOC Clinical Trial [Member] | Prior To December 31, 2019 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, initial advance amount | $ 5,000,000 | |||||
Baxalta | Asset Sale Agreement [Member] | Development And Commercialization Milestones | ||||||
Subsequent Event [Line Items] | ||||||
Maximum amount of milestone payments that can be received | $ 33,000,000 | $ 33,000,000 | ||||
Milestone payment received | $ 23,000,000 | $ 23,000,000 | ||||
Baxalta | Subsequent Event [Member] | Asset Sale Agreement [Member] | Development And Commercialization Milestones | ||||||
Subsequent Event [Line Items] | ||||||
Maximum amount of milestone payments that can be received | 33,000,000 | |||||
Milestone payment received | 28,000,000 | |||||
Ipsen [Member] | Subsequent Event [Member] | Asset Sale Agreement [Member] | Clinical Trials In Lung Cancer | ||||||
Subsequent Event [Line Items] | ||||||
Remaining potential milestone payment receivable | 5,000,000 | |||||
Milestone payment received | $ 5,000,000 |