Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 28, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | AERI | |
Entity Registrant Name | AERIE PHARMACEUTICALS INC | |
Entity Central Index Key | 1,337,553 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 26,364,924 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 106,946 | $ 85,586 |
Short-term investments | 48,292 | 54,339 |
Prepaid expenses and other current assets | 1,348 | 1,122 |
Total current assets | 156,586 | 141,047 |
Long-term investments | 7,707 | 18,275 |
Furniture, fixtures and equipment, net | 2,912 | 240 |
Other assets, net | 8,034 | 1,523 |
Total assets | 175,239 | 161,085 |
Current liabilities | ||
Accounts payable and other current liabilities | 17,961 | 8,336 |
Interest payable | 551 | 551 |
Total current liabilities | 18,512 | 8,887 |
Convertible notes, net of discounts | 124,250 | 124,156 |
Total liabilities | $ 142,762 | $ 133,043 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value; 15,000,000 shares authorized as of September 30, 2015 and December 31, 2014; None issued and outstanding | $ 0 | $ 0 |
Common stock, $0.001 par value; 150,000,000 shares authorized as of September 30, 2015 and December 31, 2014; 26,290,705 and 24,018,577 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 26 | 24 |
Additional paid-in capital | 229,670 | 171,326 |
Accumulated other comprehensive loss | (32) | (107) |
Accumulated deficit | (197,187) | (143,201) |
Total stockholders’ equity | 32,477 | 28,042 |
Total liabilities and stockholders’ equity | $ 175,239 | $ 161,085 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 26,290,705 | 24,018,577 |
Common stock, shares outstanding | 26,290,705 | 24,018,577 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating expenses | ||||
General and administrative | $ (7,462) | $ (4,944) | $ (22,987) | $ (13,723) |
Research and development | (9,904) | (8,230) | (32,149) | (20,276) |
Loss from operations | (17,366) | (13,174) | (55,136) | (33,999) |
Other income (expense), net | (523) | 27 | 1,374 | 2,367 |
Net loss before income taxes | (17,889) | (13,147) | (53,762) | (31,632) |
Income tax expense | (72) | 0 | (224) | 0 |
Net loss | (17,961) | (13,147) | (53,986) | (31,632) |
Net loss attributable to common stockholders—basic and diluted | $ (17,961) | $ (13,147) | $ (53,986) | $ (31,632) |
Net loss per share attributable to common stockholders—basic and diluted (in USD per share) | $ (0.69) | $ (0.54) | $ (2.12) | $ (1.32) |
Weighted average number of common shares outstanding—basic and diluted | 26,061,993 | 24,325,166 | 25,507,409 | 23,980,963 |
Unrealized gain (loss) on available-for-sale investments | $ 9 | $ 4 | $ 75 | $ (9) |
Comprehensive loss | $ (17,952) | $ (13,143) | $ (53,911) | $ (31,641) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (53,986) | $ (31,632) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 102 | 50 |
Amortization of deferred financing costs and debt discount | 232 | 0 |
Amortization of discount on available-for-sale investments | 439 | 247 |
Stock-based compensation | 9,533 | 6,696 |
Changes in operating assets and liabilities | ||
Prepaid, current and other assets | (238) | (20) |
Accounts payable and other current liabilities | 2,407 | 2,267 |
Net cash used in operating activities | (41,511) | (22,392) |
Cash flows from investing activities | ||
Purchase of available-for-sale investments | (26,560) | (34,593) |
Maturity of available-for-sale investments | 40,813 | 10,660 |
Sale of available-for-sale investments | 1,999 | 1,500 |
Purchase of furniture, fixtures and equipment | (1,855) | (146) |
Net cash provided by (used in) investing activities | 14,397 | (22,579) |
Cash flows from financing activities | ||
Proceeds from sale of common stock | 47,100 | 0 |
Proceeds from exercise of stock options | 1,269 | 9 |
Proceeds from exercise of warrants | 9 | 0 |
Proceeds from exercise of stock purchase rights | 96 | 119 |
Proceeds from issuance of convertible notes, net of discounts | 0 | 124,375 |
Payments of debt issuance costs | 0 | (297) |
Net cash provided by financing activities | 48,474 | 124,206 |
Net change in cash and cash equivalents | 21,360 | 79,235 |
Beginning of period | 85,586 | 69,649 |
End of period | 106,946 | 148,884 |
Supplemental disclosures | ||
Interest paid | 1,635 | 0 |
Income taxes paid | 600 | 0 |
Noncash financing activities | ||
Debt Issuance Costs Incurred During Noncash or Partial Noncash Transaction | 0 | 250 |
Deferred financing costs | $ 0 | $ 1,000 |
The Company
The Company | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company Aerie Pharmaceuticals, Inc. (“Aerie”), with its wholly-owned subsidiaries Aerie Pharmaceuticals Limited and Aerie Pharmaceuticals Ireland Limited (“Aerie Limited” and “Aerie Ireland Limited”, respectively, together with Aerie, the “Company”), is a clinical-stage pharmaceutical company focused on the discovery, development and commercialization of small molecule products to treat patients with glaucoma and other diseases of the eye. The Company has its principal executive offices in Irvine, California and operates as one business segment. The Company has not yet commenced commercial operations and therefore has not generated product revenue. The Company’s activities since inception have primarily consisted of developing product candidates, raising capital and performing research and development activities. The Company does not expect to generate revenue until and unless it receives regulatory approval of and successfully commercializes its product candidates. The Company has incurred losses and experienced negative operating cash flows since inception. The Company has funded its operations primarily through the sale of equity securities and issuance of convertible notes. In October 2013, the Company completed its initial public offering (“IPO”) and issued 7,728,000 shares of its common stock at an IPO price of $10.00 per share, including 1,008,000 shares of common stock issued upon the exercise in full by the underwriters of their option to purchase additional shares to cover over-allotments. The Company received net proceeds from the IPO of approximately $68.3 million , after deducting underwriting discounts and commissions of $5.4 million and expenses of $3.6 million . On September 30, 2014, the Company issued $125.0 million aggregate principal amount of senior secured convertible notes (the “2014 Convertible Notes”). The Company received net proceeds from the issuance of the 2014 Convertible Notes of approximately $124.1 million , after deducting discounts and certain expenses of $875,000 . Refer to Note 8 for further information regarding the 2014 Convertible Notes. On November 3, 2014, the Company filed a shelf registration statement on Form S-3, which was declared effective by the SEC on November 10, 2014. The shelf registration statement permits: (i) the offering, issuance and sale of up to a maximum aggregate offering price of $150.0 million of the Company’s common stock; (ii) sales of common stock by certain selling stockholders; and (iii) the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $50.0 million of the Company’s common stock that may be issued and sold under an “at-the-market” sales agreement with Cantor Fitzgerald & Co. The common stock that may be offered, issued and sold by the Company under the “at-the-market” sales agreement is included in the $150.0 million of common stock that may be offered, issued and sold by the Company under the shelf registration statement. As of and for the nine months ended September 30, 2015 , the Company issued and sold 1,610,466 shares of its common stock under the “at-the-market” sales agreement. The Company received net proceeds of approximately $47.1 million through September 30, 2015 , after deducting commissions at a rate of up to 3% of the gross sales price per share sold and other fees and expenses. In March 2015, the Company revised its corporate structure to align with its business strategy outside of North America by establishing Aerie Limited, a wholly-owned subsidiary organized under the laws of the Cayman Islands. In addition, Aerie assigned the beneficial rights to its non-U.S. and Canadian intellectual property to Aerie Limited (the “IP Assignment”). As part of the IP Assignment, Aerie and Aerie Limited entered into a research and development cost sharing agreement pursuant to which Aerie and Aerie Limited will share the costs of the development of intellectual property. Refer to Note 9 for a description of the tax impact of the IP Assignment. Additionally, in April 2015, the Company continued to prepare for foreign-based activities and established Aerie Ireland Limited as a wholly-owned subsidiary of Aerie Limited to develop and commercialize the beneficial rights of the intellectual property assigned as part of the IP Assignment pursuant to a license arrangement to be entered into between Aerie Limited and Aerie Ireland Limited. If the Company does not successfully commercialize any of its product candidates, it may be unable to generate product revenue or achieve profitability. Accordingly, the Company may be required to obtain further funding through other public or private offerings, debt financing, collaboration and licensing arrangements or other sources. Adequate additional funding may not be available to the Company on acceptable terms, or at all. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs or commercialization efforts. The Company currently estimates that it has sufficient funding to sustain operations through product commercialization of Rhopressa ™ and Roclatan ™ , pending successful outcome of their clinical trials and U.S. Food and Drug Administration (“FDA”) approval. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The Company’s interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K. The results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. Principles of Consolidation The interim consolidated financial statements include the accounts of Aerie and its wholly-owned subsidiaries. All intercompany accounts, transactions and profits have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of income and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the valuation of stock options and operating expense accruals. Actual results could differ from these estimates. Investments The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase. The Company’s investments are comprised of certificates of deposit, commercial paper, corporate bonds and government agency securities that are classified as available-for-sale in accordance with ASC 320, Investments—Debt and Equity Securities. The Company classifies investments available to fund current operations as current assets on its consolidated balance sheets. Investments are classified as long-term assets on the consolidated balance sheets if (i) the Company has the intent and ability to hold the investments for a period of at least one year and (ii) the contractual maturity date of the investments is greater than one year. Available-for-sale investments are recorded at fair value, with unrealized gains or losses included in Accumulated other comprehensive gain (loss) on the Company’s consolidated balance sheets. Realized gains and losses are determined using the specific identification method and are included as a component of Other income (expense), net (Note 3). There were no realized gains or losses recognized for the three and nine months ended September 30, 2015 or 2014 . The Company reviews investments for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, the Company considers its intent to sell, or whether it is more likely than not that the Company will be required to sell the investment before recovery of the investment’s amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, the severity and the duration of the impairment and changes in value subsequent to period end. As of September 30, 2015 , there were no investments with a fair value that was significantly lower than the amortized cost basis or any investments that had been in an unrealized loss position for a significant period. Deferred Financing Costs Deferred financing costs consist of financing costs incurred by the Company in connection with the closing of Aerie’s 2014 Convertible Notes and are included in Other assets. The Company amortizes deferred financing costs through the earlier of maturity or the conversion of the 2014 Convertible Notes using the effective interest method. Refer to Note 8 for further information regarding the 2014 Convertible Notes. Fair Value Measurements The Company records certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair value of the Company’s financial instruments, including cash and cash equivalents, short-term investments, other current assets, accounts payable and accrued expenses approximate their respective carrying values due to the short-term nature of these instruments. The carrying amounts of long-term investments represent their estimated fair values. The estimated fair value of Aerie’s 2014 Convertible Notes was $114.7 million and $163.8 million as of September 30, 2015 and December 31, 2014 , respectively. The decrease in the estimated fair value of the 2014 Convertible Notes was primarily attributable to the change in the closing price of Aerie’s common stock on September 30, 2015 as compared to December 31, 2014 . As of September 30, 2015 and December 31, 2014 , all outstanding warrants are classified as equity and are recorded within additional paid-in capital on the consolidated balance sheets. Software Capitalization The Company capitalizes certain costs incurred in connection with obtaining or developing internal-use software including external direct costs of materials and services involved with the software development. Capitalized software costs are included in Furniture, fixtures, and equipment and are amortized over a period of 3 years beginning when the software project is substantially complete and the asset is ready for its intended use. Costs incurred during the preliminary project stage and post-implementation stage, as well as maintenance and training costs, are expensed as incurred. Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (the “FASB”) issued ASU 2015-03, which simplifies the presentation of debt issuance costs. The new standard is effective for the Company for interim and annual periods beginning after December 15, 2015, with early adoption permitted. Upon adoption of ASU 2015-03, the Company will present debt issuance costs as a direct reduction to the debt liability rather than as an asset on its consolidated balance sheets. In August 2014, the FASB issued ASU 2014-15, which provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for the Company for the annual period ending after December 15, 2016 and for annual and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements. Net Loss per Share Attributable to Common Stock Basic net loss per share attributable to common stock (“Basic EPS”) is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities with the exception of warrants for common stock with a $0.05 exercise price, which are exercisable for nominal consideration and are therefore included in the calculation of the weighted-average number of shares of common stock as common stock equivalents. Diluted net loss per share attributable to common stock (“Diluted EPS”) gives effect to all dilutive potential shares of common stock outstanding during this period. For Diluted EPS, net loss attributable to common stockholders used in calculating Basic EPS is adjusted for certain items related to the dilutive securities. For all periods presented, the Company’s potential common stock equivalents have been excluded from the computation of Diluted EPS as their inclusion would have the effect of reducing the net loss per share of common stock. Therefore, the denominator used to calculate Basic EPS and Diluted EPS is the same in all periods presented. The Company’s potential common stock equivalents that have been excluded from the computation of Diluted EPS for all periods presented consist of the following: THREE MONTHS ENDED NINE MONTHS ENDED 2015 2014 2015 2014 2014 Convertible Notes (1) 5,040,323 5,040,323 5,040,323 5,040,323 Outstanding stock options 4,364,943 3,792,152 4,364,943 3,792,152 Stock purchase warrants 159,506 309,506 159,506 309,506 Unvested restricted common stock awards 132,622 138,815 132,622 138,815 (1) Conversion is limited to a 9.985% ownership cap in shares of common stock by the holder. In addition to the common stock equivalents presented above, the 2014 Convertible Notes provide for an increase in the conversion rate if conversion is elected in connection with a significant corporate transaction. Refer to Note 8 for further information regarding the 2014 Convertible Notes. |
Other Income (Expense), Net
Other Income (Expense), Net | 9 Months Ended |
Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), Net | Other Income (Expense), Net Other income (expense), net consists of the following: THREE MONTHS ENDED NINE MONTHS ENDED (in thousands) 2015 2014 2015 2014 Interest and amortization expense $ (629 ) $ — $ (1,868 ) $ — Sale of New Jersey state tax benefit — — 2,898 2,288 Investment and other income, net 106 27 344 79 $ (523 ) $ 27 $ 1,374 $ 2,367 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Cash, cash equivalents and investments as of September 30, 2015 included the following: (in thousands) AMORTIZED COST GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES FAIR VALUE Cash and cash equivalents: Cash and money market accounts $ 106,946 $ — $ — $ 106,946 Total cash and cash equivalents $ 106,946 $ — $ — $ 106,946 Investments: Certificates of deposit (due within 1 year) $ 20,241 $ 9 $ — $ 20,250 Certificates of deposit (due within 2 years) 3,840 1 (1 ) 3,840 Commercial paper (due within 1 year) 4,477 — (2 ) 4,475 Corporate bonds (due within 1 year) 20,582 — (24 ) 20,558 Corporate bonds (due within 2 years) 3,882 — (15 ) 3,867 Government agencies (due within 1 year) 3,009 — — 3,009 Total investments $ 56,031 $ 10 $ (42 ) $ 55,999 Total cash, cash equivalents, and investments $ 162,977 $ 10 $ (42 ) $ 162,945 Cash, cash equivalents and investments as of December 31, 2014 included the following: (in thousands) AMORTIZED COST GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES FAIR VALUE Cash and cash equivalents: Cash and money market accounts $ 84,613 $ — $ — $ 84,613 Certificates of deposit 472 — — 472 Corporate bonds 501 — — 501 Total cash and cash equivalents $ 85,586 $ — $ — $ 85,586 Investments: Certificates of deposit (due within 1 year) $ 25,823 $ — $ (9 ) $ 25,814 Certificates of deposit (due within 2 years) 4,429 1 (3 ) 4,427 Commercial paper (due within 1 year) 5,988 1 (3 ) 5,986 Corporate bonds (due within 1 year) 16,487 — (24 ) 16,463 Corporate bonds (due within 2 years) 13,912 — (64 ) 13,848 Government agencies (due within 1 year) 6,082 — (6 ) 6,076 Total investments $ 72,721 $ 2 $ (109 ) $ 72,614 Total cash, cash equivalents, and investments $ 158,307 $ 2 $ (109 ) $ 158,200 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company records certain financial assets and liabilities at fair value in accordance with the provisions of ASC Topic 820 on fair value measurements. As defined in the guidance, fair value, defined as an exit price, represents the amount that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants. As a result, fair value is a market-based approach that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering these assumptions, the guidance defines a three-tier value hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value. • Level 1—Unadjusted quoted prices in active, accessible markets for identical assets or liabilities. • Level 2—Other inputs that are directly or indirectly observable in the marketplace. • Level 3—Unobservable inputs that are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following tables summarize the fair value of financial assets and liabilities that are measured at fair value and the classification by level of input within the fair value hierarchy: FAIR VALUE MEASUREMENTS AS OF SEPTEMBER 30, 2015 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash and money market accounts $ 106,946 $ — $ — $ 106,946 Total cash and cash equivalents $ 106,946 $ — $ — $ 106,946 Investments: Certificates of deposit $ — $ 24,090 $ — $ 24,090 Commercial paper — 4,475 — 4,475 Corporate bonds — 24,425 — 24,425 Government agencies — 3,009 — 3,009 Total investments $ — $ 55,999 $ — $ 55,999 Total cash, cash equivalents, and investments $ 106,946 $ 55,999 $ — $ 162,945 FAIR VALUE MEASUREMENTS AS OF DECEMBER 31, 2014 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash and money market accounts $ 84,613 $ — $ — $ 84,613 Certificates of deposit — 472 — 472 Corporate bonds — 501 — 501 Total cash and cash equivalents $ 84,613 $ 973 $ — $ 85,586 Investments: Certificates of deposit $ — $ 30,241 $ — $ 30,241 Commercial paper — 5,986 — 5,986 Corporate bonds — 30,311 — 30,311 Government agencies — 6,076 — 6,076 Total investments $ — $ 72,614 $ — $ 72,614 Total cash, cash equivalents, and investments $ 84,613 $ 73,587 $ — $ 158,200 As of September 30, 2015 and December 31, 2014 , the estimated fair value of Aerie’s 2014 Convertible Notes was $114.7 million and $163.8 million , respectively. The estimated fair value of the 2014 Convertible Notes was determined using a scenario analysis and Monte Carlo simulation model to capture the various features of the 2014 Convertible Notes. The scenario analysis and Monte Carlo simulation require the use of Level 3 unobservable inputs and subjective assumptions, including but not limited to the probability of conversion, stock price volatility, the risk free interest rate and credit spread. The decrease in the estimated fair value of the 2014 Convertible Notes was primarily attributable to the change in the closing price of Aerie’s common stock on September 30, 2015 as compared to December 31, 2014 . The estimates presented are not necessarily indicative of amounts that could be realized in a current market exchange. The use of alternative market assumptions and estimation methodologies could have a material effect on these estimates of fair value. |
Other Assets, Net
Other Assets, Net | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets, Net | Other Assets, Net Other assets, net consists of the following: (in thousands) SEPTEMBER 30, 2015 DECEMBER 31, 2014 Deferred financing costs $ 1,266 $ 1,479 Prepaid taxes (1) 6,488 — Other 280 44 $ 8,034 $ 1,523 (1) Under ASC 810, Consolidation, the income tax expense resulting from the IP Assignment of $6.5 million for the nine months ended September 30, 2015 was recorded as a prepaid asset. The prepaid asset is expected to be substantially offset by current year losses and amortized ratably over the estimated remaining patent life of the intellectual property subject to the IP Assignment, through approximately 2030. Refer to Note 9 for a description of the tax impact of the IP Assignment. |
Accounts Payable & Other Curren
Accounts Payable & Other Current Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable & Other Current Liabilities | Accounts Payable & Other Current Liabilities Accounts payable and other current liabilities consist of the following: (in thousands) SEPTEMBER 30, 2015 DECEMBER 31, 2014 Accounts payable $ 2,022 $ 2,068 Accrued expenses and other liabilities: Employee benefits and compensation related accruals (1) 2,494 2,257 General and administrative related accruals 1,646 731 Research and development related accruals 6,100 3,280 Accrued income taxes (2) 5,699 — $ 17,961 $ 8,336 (1) Comprised of accrued bonus, accrued vacation, and liabilities under the Company’s employee stock purchase plan. (2) Accrued income taxes are the result of the tax gain from the IP Assignment and are expected to be substantially offset by current year losses. Refer to Note 9 for a description of the tax impact of the IP Assignment. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes On September 30, 2014, Aerie issued the 2014 Convertible Notes to Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P. (collectively, “Deerfield”). On January 1, 2015, Deerfield Special Situations International Master Fund, L.P. transferred all of its rights under the 2014 Convertible Notes to Deerfield Special Situations Fund, L.P. The 2014 Convertible Notes bear interest at a rate of 1.75% per annum payable quarterly in arrears on the first business day of each January, April, July and October. The 2014 Convertible Notes mature on the seventh anniversary from the date of issuance , unless earlier converted. The 2014 Convertible Notes constitute a senior secured obligation of Aerie, collateralized by a first priority security interest in substantially all of the assets of Aerie. The 2014 Convertible Notes provide that, upon the request of Aerie, Deerfield will release all of the liens on the collateral if both of the following occur: (i) beginning one month after FDA approval of either Rhopressa ™ or Roclatan ™ , shares of Aerie’s common stock have traded at a price above $30 per share (subject to adjustment for any subdivision or combination of outstanding common stock) for 30 consecutive trading days, and (ii) Aerie is prepared to close a financing that will be secured by a lien on Aerie’s assets, subject only to the release of the lien on Aerie’s assets held by Deerfield. In connection with the IP Assignment, Aerie granted Deerfield a security interest in an intercompany promissory note and pledged 65% of the voting stock of Aerie Limited. Upon the request of Aerie, Deerfield will release the lien on the intercompany promissory note under certain circumstances. At closing, Aerie paid Deerfield a one-time transaction fee of $625,000 . In addition, Aerie reimbursed Deerfield in the amount of $250,000 for certain expenses incurred by Deerfield in connection with the transaction. Aerie also incurred $1.3 million of legal and advisory fees in connection with the transaction. The 2014 Convertible Notes are convertible at any time at the option of Deerfield, in whole or in part, into shares of common stock, including upon the repayment of the 2014 Convertible Notes at maturity (the “Conversion Option”). However, upon conversion, Deerfield (together with their affiliates) is limited to a 9.985% ownership cap in shares of common stock (the “9.985% Cap”). The 9.985% Cap would remain in place upon any assignment of the 2014 Convertible Notes by Deerfield. The initial conversion price is $24.80 per share of common stock (equivalent to an initial conversion rate of 40.32 shares of common stock per $1,000 principal amount of 2014 Convertible Notes), representing a 30% premium over the closing price of the common stock on September 8, 2014. The conversion rate and the corresponding conversion price are subject to adjustment for stock dividends (other than a dividend for which Deerfield would be entitled to participate on an as-converted basis), stock splits, reverse stock splits and reclassifications. In addition, in connection with certain significant corporate transactions, Deerfield, at its option, may (i) require Aerie to prepay all or a portion of the principal amount of the 2014 Convertible Notes, plus accrued and unpaid interest, or (ii) convert all or a portion of the principal amount of the 2014 Convertible Notes into, depending upon the type of transaction, shares of common stock or the right to receive upon consummation of the transaction the consideration Deerfield would have received had Deerfield converted the 2014 Convertible Notes immediately prior to the consummation of the transaction. The 2014 Convertible Notes provide for an increase in the conversion rate if Deerfield elects to convert their 2014 Convertible Notes in connection with a significant corporate transaction. The current maximum increase to the initial conversion rate, in connection with a significant corporate transaction, is 12.07 shares of common stock per $1,000 principal amount of 2014 Conversion Notes, which decreases over time and is determined by reference to the price of the common stock prior to the consummation of the significant corporate transaction or the value of the significant corporate transaction. The agreement governing the 2014 Convertible Notes contains various representations and warranties, and affirmative and negative covenants, customary for financings of this type, including restrictions on the incurrence of additional debt and liens on Aerie’s assets. As of September 30, 2015 , Aerie was in compliance with the covenants. The agreement governing the 2014 Convertible Notes also provides for certain events of default, including the failure to pay principal and interest when due; inaccuracies in Aerie’s representations and warranties to Deerfield; failure to comply with any of the covenants; Aerie’s insolvency or the occurrence of certain bankruptcy-related events; certain judgments against Aerie; the suspension, cancellation or revocation of governmental authorizations that are reasonably expected to have a material adverse effect on Aerie’s business; the acceleration of a specified amount of indebtedness; and the failure to deliver shares of common stock upon conversion of the 2014 Convertible Notes. If any event of default were to occur, and continue beyond any applicable cure period, the holders of more than 50% of the aggregate principal amount of the then outstanding 2014 Convertible Notes would be permitted to declare the principal and accrued and unpaid interest to be immediately due and payable. The Company recorded the 2014 Convertible Notes as long-term debt at face value less debt discounts relating to fees and certain expenses paid to Deerfield in connection with the transaction. The Conversion Option is a derivative that qualifies for an exemption from bifurcation and liability accounting as provided for in ASC Topic 815, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815”). Since the Conversion Option is not bifurcated as a derivative pursuant to ASC 815, the Company further evaluated the Conversion Option to determine whether it is considered a beneficial conversion feature (“BCF”). The Company determined that the initial accounting conversion price was greater than the fair value of the common stock at the close of trading on the date of issuance, therefore no BCF existed at inception. However, if Deerfield elects to convert their 2014 Convertible Notes in connection with a significant corporate transaction, the increase to the initial conversion rate may cause a contingent BCF to exist at the time of conversion. The contingent BCF, if any, will be recognized in earnings when the contingency is resolved and will be measured using the fair value of the common stock at the close of trading on the date of issuance and the accounting conversion price as adjusted for such an increase to the initial conversion rate. As of September 30, 2015 , the Company recognized unamortized debt discounts of $750,000 . Debt discounts are amortized using the effective interest method through the earlier of maturity or the conversion of the 2014 Convertible Notes. The table below summarizes the carrying value of the 2014 Convertible Notes as of September 30, 2015 : (in thousands) SEPTEMBER 30, 2015 Gross proceeds $ 125,000 Initial value of issuance costs recorded as debt discount (875 ) Amortization of debt discount 125 Carrying value $ 124,250 For the three and nine months ended September 30, 2015 , interest expense related to the 2014 Convertible Notes was $551,000 and $1.6 million , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The IP Assignment resulted in the recognition of a taxable gain for U.S. federal and state income tax purposes. As of September 30, 2015 , the estimated income tax liability was $5.7 million after utilization of net operating loss carry-forwards, current year losses generated through September 30, 2015 and quarterly estimated payments made through September 30, 2015 . Under ASC 810, Consolidation, the income tax expense of $6.5 million for the nine months ended September 30, 2015 was recorded as a prepaid asset. The income tax liability and prepaid asset are expected to be substantially reduced by current year losses projected after September 30, 2015 . In accordance with ASC 810, Consolidation, the remaining estimated prepaid asset will be amortized into income tax expense over the estimated remaining patent life of the intellectual property subject to the IP Assignment, through approximately 2030. As a result of the IP Assignment, the Company reversed approximately $40.9 million of its valuation allowance on certain deferred tax assets, primarily federal and state net operating losses, as of September 30, 2015 . Due to the Company’s history of operating losses and lack of available evidence supporting future taxable income, the Company believes that a valuation allowance on its remaining deferred tax assets as of September 30, 2015 remains appropriate. In addition, the IP Assignment is subject to complex tax and transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with the Company’s determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and the Company’s position were not sustained, the Company could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates and reduced cash flows than otherwise would be expected. |
Stock Purchase Warrants
Stock Purchase Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stock Purchase Warrants | Stock Purchase Warrants As of September 30, 2015 , the following equity classified warrants were outstanding: NUMBER OF UNDERLYING SHARES EXERCISE PRICE PER SHARE WARRANT EXPIRATION DATE TYPE OF EQUITY SECURITY 2,006 $ 5.00 March 2016 Common Stock 75,000 $ 5.00 February 2019 Common Stock 75,000 $ 5.00 November 2019 Common Stock 7,500 $ 5.00 August 2020 Common Stock 223,483 $ 0.05 December 2019 Common Stock The warrants outstanding as of September 30, 2015 are all currently exercisable with weighted-average remaining lives of 4.01 years. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense for options granted and restricted stock awards (“RSAs”) is reflected in the consolidated statement of operations as follows: THREE MONTHS ENDED NINE MONTHS ENDED (in thousands) 2015 2014 2015 2014 Research and development $ 597 $ 220 $ 1,691 $ 1,072 General and administrative 2,719 2,172 7,842 5,624 Total $ 3,316 $ 2,392 $ 9,533 $ 6,696 The estimated fair value of options granted is determined on the date of grant using the Black-Scholes option pricing model. Options granted to non-employees are revalued at each financial reporting period until the required service is performed. Compensation expense related to RSAs is based on the market value of the Company’s common stock on the date of grant and is expensed on a straight-line basis (net of estimated forfeitures) over the vesting period. As of September 30, 2015 , the Company had $26.9 million of unrecognized compensation expense related to options granted under its equity plans. This cost is expected to be recognized over a weighted average period of 2.6 years as of September 30, 2015 . The weighted average remaining contractual life on all outstanding options as of September 30, 2015 was 8.1 years . As of September 30, 2015 , the Company had $2.0 million of unrecognized compensation expense, related to unvested RSAs. This cost is expected to be recognized over a weighted average period of 3.1 years as of September 30, 2015 . The weighted average remaining contractual term for RSAs as of September 30, 2015 was 3.1 years . Equity Plans The Company maintains two equity compensation plans, the 2005 Aerie Pharmaceutical Stock Plan (the “2005 Plan”) and the 2013 Omnibus Incentive Plan (the “2013 Equity Plan”), which was amended and restated as the Aerie Pharmaceuticals, Inc. Amended and Restated Omnibus Incentive Plan (the “Amended and Restated Equity Plan”). The 2005 Plan and the Amended and Restated Equity Plan are referred to collectively as the “Plans.” On October 30, 2013, the effective date of the 2013 Equity Plan, the 2005 Plan was frozen and no additional awards have been or will be made under the 2005 Plan. Any remaining shares available for future grant under the 2005 Plan were allocated to the 2013 Equity Plan. At the 2015 Annual Meeting of Stockholders held on April 10, 2015, the Company’s stockholders approved the adoption of the Amended and Restated Equity Plan and no additional awards have been or will be made under the 2013 Equity Plan. Any remaining shares available under the 2013 Equity Plan were allocated to the Amended and Restated Equity Plan. The Amended and Restated Equity Plan provides for the granting of up to 5,729,068 equity awards in respect of common stock of the Company, including equity awards that were available for issuance under the 2013 Equity Plan. The Company granted stock options to employees to purchase 1,081,000 and 1,211,700 shares of common stock during the nine months ended September 30, 2015 and 2014 , respectively. The Company granted 99,027 RSAs to employees during the nine months ended September 30, 2015 . No RSAs were granted by the Company during the nine months ended September 30, 2014 . The following table summarizes the stock option activity under the Plans: NUMBER OF SHARES WEIGHTED AVERAGE EXERCISE PRICE AGGREGATE INTRINSIC VALUE (000’s) Options outstanding at December 31, 2014 3,826,459 $ 8.39 $ 79,792 Granted 1,081,000 25.50 — Exercised (287,193 ) 4.49 — Canceled (255,323 ) 17.11 — Options outstanding at September 30, 2015 4,364,943 $ 12.33 $ 23,614 Options exercisable at September 30, 2015 2,006,263 $ 7.27 $ 21,006 The following table summarizes the RSA activity under the Plans: NUMBER OF SHARES WEIGHTED AVERAGE FAIR VALUE PER SHARE RSAs outstanding at December 31, 2014 103,064 $ 2.47 Granted 99,027 28.00 Vested (58,165 ) 3.10 Canceled (11,304 ) 28.54 RSAs outstanding at September 30, 2015 132,622 $ 19.03 The vesting of the RSAs is time and service based with terms of two to four years. The RSAs are subject to repurchase, such that the Company has the right, but not the obligation, to repurchase unvested shares upon the employee’s termination. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company may periodically become subject to legal proceedings and claims arising in connection with its business. Except as set forth below, the Company is not a party to any known litigation, is not aware of any unasserted claims and does not have contingency reserves established for any litigation liabilities. A putative securities class action lawsuit captioned Kelley et al. v. Aerie Pharmaceuticals, Inc., et al., Case No. 3:15-cv-03007, was filed against the Company and certain of its officers and directors in the United States District Court for the District of New Jersey on April 29, 2015. An amended complaint was filed on September 28, 2015 on behalf of a purported class of persons and entities who purchased or otherwise acquired the Company’s publicly traded securities between June 25, 2014 and April 23, 2015. The amended complaint asserts claims under the Exchange Act and alleges that the defendants made materially false and misleading statements or omitted allegedly material information during that period related to, among other things, the prospects of the Company’s initial Phase 3 registration trial of Rhopressa TM , named “Rocket 1,” and Rhopressa TM . The Company believes that the claims asserted in the action are without merit and intends to defend the lawsuit vigorously, and the Company expects to incur costs associated with defending the action. In addition, the Company has various insurance policies related to the risks associated with its business, including directors’ and officers’ liability insurance policies. However, there is no assurance that the Company will be successful in its defense of the action, and there is no assurance that the Company’s insurance coverage, which contains a self-insured retention, will be sufficient or that its insurance carriers will cover all claims or litigation costs. At this time, the Company cannot accurately predict the ultimate outcome of this matter. Due to the inherent uncertainties of litigation, the Company cannot reasonably predict the timing or outcomes, or estimate the amount of loss, or range of loss, if any, or their effect, if any, on the Company’s financial statements. Contract Service Providers In the course of the Company’s normal business operations, it has agreements with contract service providers to assist in the performance of its research and development, clinical research and manufacturing activities. Substantially all of these contracts are on an as-needed basis. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On August 4, 2015, the Company and GrayBug, Inc. (“GrayBug”) entered into a research collaboration and license agreement to explore the potential of GrayBug’s proprietary drug delivery technology to administer small molecule ophthalmic products to the back and front of the eye. The Board of Directors of the Company and that of GrayBug have a common Board member. This Board member did not participate in any deliberations associated with this transaction. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On November 6, 2015, the Company entered into separate at-the-market sales agreements with RBC Capital Markets, LLC and Cantor Fitzgerald & Co. In accordance with the terms of the sales agreements, the Company may offer and sell shares of our common stock having an aggregate offering price of up to $50.0 million from time to time through RBC Capital Markets, LLC and Cantor Fitzgerald & Co., each acting as an agent. The common stock that may be offered, issued and sold by the Company under the “at-the-market” sales agreement is included in the $150.0 million of common stock that may be offered, issued and sold by the Company under the shelf registration statement on Form S-3 (File No. 333-199821), which was declared effective by the SEC on November 10, 2014. |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K. The results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. |
Principles of Consolidation | Principles of Consolidation The interim consolidated financial statements include the accounts of Aerie and its wholly-owned subsidiaries. All intercompany accounts, transactions and profits have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of income and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the valuation of stock options and operating expense accruals. Actual results could differ from these estimates. |
Investments | Investments The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase. The Company’s investments are comprised of certificates of deposit, commercial paper, corporate bonds and government agency securities that are classified as available-for-sale in accordance with ASC 320, Investments—Debt and Equity Securities. The Company classifies investments available to fund current operations as current assets on its consolidated balance sheets. Investments are classified as long-term assets on the consolidated balance sheets if (i) the Company has the intent and ability to hold the investments for a period of at least one year and (ii) the contractual maturity date of the investments is greater than one year. Available-for-sale investments are recorded at fair value, with unrealized gains or losses included in Accumulated other comprehensive gain (loss) on the Company’s consolidated balance sheets. Realized gains and losses are determined using the specific identification method and are included as a component of Other income (expense), net (Note 3). There were no realized gains or losses recognized for the three and nine months ended September 30, 2015 or 2014 . The Company reviews investments for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, the Company considers its intent to sell, or whether it is more likely than not that the Company will be required to sell the investment before recovery of the investment’s amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, the severity and the duration of the impairment and changes in value subsequent to period end. As of September 30, 2015 , there were no investments with a fair value that was significantly lower than the amortized cost basis or any investments that had been in an unrealized loss position for a significant period. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consist of financing costs incurred by the Company in connection with the closing of Aerie’s 2014 Convertible Notes and are included in Other assets. The Company amortizes deferred financing costs through the earlier of maturity or the conversion of the 2014 Convertible Notes using the effective interest method. Refer to Note 8 for further information regarding the 2014 Convertible Notes. |
Fair Value Measurements | Fair Value Measurements The Company records certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair value of the Company’s financial instruments, including cash and cash equivalents, short-term investments, other current assets, accounts payable and accrued expenses approximate their respective carrying values due to the short-term nature of these instruments. The carrying amounts of long-term investments represent their estimated fair values. The estimated fair value of Aerie’s 2014 Convertible Notes was $114.7 million and $163.8 million as of September 30, 2015 and December 31, 2014 , respectively. The decrease in the estimated fair value of the 2014 Convertible Notes was primarily attributable to the change in the closing price of Aerie’s common stock on September 30, 2015 as compared to December 31, 2014 . As of September 30, 2015 and December 31, 2014 , all outstanding warrants are classified as equity and are recorded within additional paid-in capital on the consolidated balance sheets. |
Software Capitalization | Software Capitalization The Company capitalizes certain costs incurred in connection with obtaining or developing internal-use software including external direct costs of materials and services involved with the software development. Capitalized software costs are included in Furniture, fixtures, and equipment and are amortized over a period of 3 years beginning when the software project is substantially complete and the asset is ready for its intended use. Costs incurred during the preliminary project stage and post-implementation stage, as well as maintenance and training costs, are expensed as incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (the “FASB”) issued ASU 2015-03, which simplifies the presentation of debt issuance costs. The new standard is effective for the Company for interim and annual periods beginning after December 15, 2015, with early adoption permitted. Upon adoption of ASU 2015-03, the Company will present debt issuance costs as a direct reduction to the debt liability rather than as an asset on its consolidated balance sheets. In August 2014, the FASB issued ASU 2014-15, which provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for the Company for the annual period ending after December 15, 2016 and for annual and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements. |
Net Loss per Share Attributable to Common Stock | Net Loss per Share Attributable to Common Stock Basic net loss per share attributable to common stock (“Basic EPS”) is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities with the exception of warrants for common stock with a $0.05 exercise price, which are exercisable for nominal consideration and are therefore included in the calculation of the weighted-average number of shares of common stock as common stock equivalents. Diluted net loss per share attributable to common stock (“Diluted EPS”) gives effect to all dilutive potential shares of common stock outstanding during this period. For Diluted EPS, net loss attributable to common stockholders used in calculating Basic EPS is adjusted for certain items related to the dilutive securities. For all periods presented, the Company’s potential common stock equivalents have been excluded from the computation of Diluted EPS as their inclusion would have the effect of reducing the net loss per share of common stock. Therefore, the denominator used to calculate Basic EPS and Diluted EPS is the same in all periods presented. |
Significant Accounting Polici21
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Diluted EPS | The Company’s potential common stock equivalents that have been excluded from the computation of Diluted EPS for all periods presented consist of the following: THREE MONTHS ENDED NINE MONTHS ENDED 2015 2014 2015 2014 2014 Convertible Notes (1) 5,040,323 5,040,323 5,040,323 5,040,323 Outstanding stock options 4,364,943 3,792,152 4,364,943 3,792,152 Stock purchase warrants 159,506 309,506 159,506 309,506 Unvested restricted common stock awards 132,622 138,815 132,622 138,815 (1) Conversion is limited to a 9.985% ownership cap in shares of common stock by the holder. In addition to the common stock equivalents presented above, the 2014 Convertible Notes provide for an increase in the conversion rate if conversion is elected in connection with a significant corporate transaction. Refer to Note 8 for further information regarding the 2014 Convertible Notes. |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense), Net | Other income (expense), net consists of the following: THREE MONTHS ENDED NINE MONTHS ENDED (in thousands) 2015 2014 2015 2014 Interest and amortization expense $ (629 ) $ — $ (1,868 ) $ — Sale of New Jersey state tax benefit — — 2,898 2,288 Investment and other income, net 106 27 344 79 $ (523 ) $ 27 $ 1,374 $ 2,367 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Cash, Cash Equivalents and Investments | Cash, cash equivalents and investments as of September 30, 2015 included the following: (in thousands) AMORTIZED COST GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES FAIR VALUE Cash and cash equivalents: Cash and money market accounts $ 106,946 $ — $ — $ 106,946 Total cash and cash equivalents $ 106,946 $ — $ — $ 106,946 Investments: Certificates of deposit (due within 1 year) $ 20,241 $ 9 $ — $ 20,250 Certificates of deposit (due within 2 years) 3,840 1 (1 ) 3,840 Commercial paper (due within 1 year) 4,477 — (2 ) 4,475 Corporate bonds (due within 1 year) 20,582 — (24 ) 20,558 Corporate bonds (due within 2 years) 3,882 — (15 ) 3,867 Government agencies (due within 1 year) 3,009 — — 3,009 Total investments $ 56,031 $ 10 $ (42 ) $ 55,999 Total cash, cash equivalents, and investments $ 162,977 $ 10 $ (42 ) $ 162,945 Cash, cash equivalents and investments as of December 31, 2014 included the following: (in thousands) AMORTIZED COST GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES FAIR VALUE Cash and cash equivalents: Cash and money market accounts $ 84,613 $ — $ — $ 84,613 Certificates of deposit 472 — — 472 Corporate bonds 501 — — 501 Total cash and cash equivalents $ 85,586 $ — $ — $ 85,586 Investments: Certificates of deposit (due within 1 year) $ 25,823 $ — $ (9 ) $ 25,814 Certificates of deposit (due within 2 years) 4,429 1 (3 ) 4,427 Commercial paper (due within 1 year) 5,988 1 (3 ) 5,986 Corporate bonds (due within 1 year) 16,487 — (24 ) 16,463 Corporate bonds (due within 2 years) 13,912 — (64 ) 13,848 Government agencies (due within 1 year) 6,082 — (6 ) 6,076 Total investments $ 72,721 $ 2 $ (109 ) $ 72,614 Total cash, cash equivalents, and investments $ 158,307 $ 2 $ (109 ) $ 158,200 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Assets and Liabilities that are Measured at Fair Value and the Classification by Level of Input within Fair Value Hierarchy | The following tables summarize the fair value of financial assets and liabilities that are measured at fair value and the classification by level of input within the fair value hierarchy: FAIR VALUE MEASUREMENTS AS OF SEPTEMBER 30, 2015 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash and money market accounts $ 106,946 $ — $ — $ 106,946 Total cash and cash equivalents $ 106,946 $ — $ — $ 106,946 Investments: Certificates of deposit $ — $ 24,090 $ — $ 24,090 Commercial paper — 4,475 — 4,475 Corporate bonds — 24,425 — 24,425 Government agencies — 3,009 — 3,009 Total investments $ — $ 55,999 $ — $ 55,999 Total cash, cash equivalents, and investments $ 106,946 $ 55,999 $ — $ 162,945 FAIR VALUE MEASUREMENTS AS OF DECEMBER 31, 2014 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash and money market accounts $ 84,613 $ — $ — $ 84,613 Certificates of deposit — 472 — 472 Corporate bonds — 501 — 501 Total cash and cash equivalents $ 84,613 $ 973 $ — $ 85,586 Investments: Certificates of deposit $ — $ 30,241 $ — $ 30,241 Commercial paper — 5,986 — 5,986 Corporate bonds — 30,311 — 30,311 Government agencies — 6,076 — 6,076 Total investments $ — $ 72,614 $ — $ 72,614 Total cash, cash equivalents, and investments $ 84,613 $ 73,587 $ — $ 158,200 |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets, net consists of the following: (in thousands) SEPTEMBER 30, 2015 DECEMBER 31, 2014 Deferred financing costs $ 1,266 $ 1,479 Prepaid taxes (1) 6,488 — Other 280 44 $ 8,034 $ 1,523 (1) Under ASC 810, Consolidation, the income tax expense resulting from the IP Assignment of $6.5 million for the nine months ended September 30, 2015 was recorded as a prepaid asset. The prepaid asset is expected to be substantially offset by current year losses and amortized ratably over the estimated remaining patent life of the intellectual property subject to the IP Assignment, through approximately 2030. Refer to Note 9 for a description of the tax impact of the IP Assignment. |
Accounts Payable & Other Curr26
Accounts Payable & Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Other Current Liabilities | Accounts payable and other current liabilities consist of the following: (in thousands) SEPTEMBER 30, 2015 DECEMBER 31, 2014 Accounts payable $ 2,022 $ 2,068 Accrued expenses and other liabilities: Employee benefits and compensation related accruals (1) 2,494 2,257 General and administrative related accruals 1,646 731 Research and development related accruals 6,100 3,280 Accrued income taxes (2) 5,699 — $ 17,961 $ 8,336 (1) Comprised of accrued bonus, accrued vacation, and liabilities under the Company’s employee stock purchase plan. (2) Accrued income taxes are the result of the tax gain from the IP Assignment and are expected to be substantially offset by current year losses. Refer to Note 9 for a description of the tax impact of the IP Assignment. |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Value of Convertible Notes | The table below summarizes the carrying value of the 2014 Convertible Notes as of September 30, 2015 : (in thousands) SEPTEMBER 30, 2015 Gross proceeds $ 125,000 Initial value of issuance costs recorded as debt discount (875 ) Amortization of debt discount 125 Carrying value $ 124,250 |
Stock Purchase Warrants (Tables
Stock Purchase Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Equity Classified Warrants Outstanding | As of September 30, 2015 , the following equity classified warrants were outstanding: NUMBER OF UNDERLYING SHARES EXERCISE PRICE PER SHARE WARRANT EXPIRATION DATE TYPE OF EQUITY SECURITY 2,006 $ 5.00 March 2016 Common Stock 75,000 $ 5.00 February 2019 Common Stock 75,000 $ 5.00 November 2019 Common Stock 7,500 $ 5.00 August 2020 Common Stock 223,483 $ 0.05 December 2019 Common Stock |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense for Options Granted, Restricted Stock and Stock Purchase Rights as Reflected in Statement of Operations | Stock-based compensation expense for options granted and restricted stock awards (“RSAs”) is reflected in the consolidated statement of operations as follows: THREE MONTHS ENDED NINE MONTHS ENDED (in thousands) 2015 2014 2015 2014 Research and development $ 597 $ 220 $ 1,691 $ 1,072 General and administrative 2,719 2,172 7,842 5,624 Total $ 3,316 $ 2,392 $ 9,533 $ 6,696 |
Schedule of Stock Options Activity | The following table summarizes the stock option activity under the Plans: NUMBER OF SHARES WEIGHTED AVERAGE EXERCISE PRICE AGGREGATE INTRINSIC VALUE (000’s) Options outstanding at December 31, 2014 3,826,459 $ 8.39 $ 79,792 Granted 1,081,000 25.50 — Exercised (287,193 ) 4.49 — Canceled (255,323 ) 17.11 — Options outstanding at September 30, 2015 4,364,943 $ 12.33 $ 23,614 Options exercisable at September 30, 2015 2,006,263 $ 7.27 $ 21,006 |
Restricted Stock and Restricted Stock Units Activity | The following table summarizes the RSA activity under the Plans: NUMBER OF SHARES WEIGHTED AVERAGE FAIR VALUE PER SHARE RSAs outstanding at December 31, 2014 103,064 $ 2.47 Granted 99,027 28.00 Vested (58,165 ) 3.10 Canceled (11,304 ) 28.54 RSAs outstanding at September 30, 2015 132,622 $ 19.03 |
The Company - Additional Inform
The Company - Additional Information (Detail) | Nov. 03, 2014USD ($) | Sep. 30, 2014USD ($) | Oct. 31, 2013USD ($)$ / sharesshares | Sep. 30, 2015USD ($)Segmentshares | Sep. 30, 2014USD ($) |
Organization And Nature Of Business [Line Items] | |||||
Number of operating segments | Segment | 1 | ||||
Common stock initial public offering | shares | 7,728,000 | ||||
Net proceeds from initial public offering | $ 68,300,000 | ||||
Underwriting discounts and commissions | 5,400,000 | ||||
Expenses for initial public offering | $ 3,600,000 | ||||
Proceeds from issuance of convertible notes, net of discounts | $ 0 | $ 124,375,000 | |||
Proceeds from sale of common stock | $ 47,100,000 | 0 | |||
Sale of stock, commissions, percentage of gross sales | 3.00% | ||||
Convertible notes | |||||
Organization And Nature Of Business [Line Items] | |||||
Gross proceeds | $ 125,000,000 | $ 125,000,000 | 125,000,000 | ||
Proceeds from issuance of convertible notes, net of discounts | 124,100,000 | ||||
Debt instrument, discounts and certain expenses | $ 875,000 | $ 875,000 | $ 875,000 | ||
IPO | |||||
Organization And Nature Of Business [Line Items] | |||||
Public offering price of the shares sold (in USD per share) | $ / shares | $ 10 | ||||
Stock Offering Underwriter Over-Allotments Option | |||||
Organization And Nature Of Business [Line Items] | |||||
Common stock initial public offering | shares | 1,008,000 | ||||
Maximum | |||||
Organization And Nature Of Business [Line Items] | |||||
Shelf registration statement, aggregate dollar amount | $ 150,000,000 | ||||
Cantor Fitzgerald and Co. | Common stock | |||||
Organization And Nature Of Business [Line Items] | |||||
Common stock issued and sold under sales agreement | shares | 1,610,466 | ||||
Cantor Fitzgerald and Co. | Common stock | Maximum | |||||
Organization And Nature Of Business [Line Items] | |||||
Shelf registration statement, aggregate dollar amount | $ 50,000,000 |
Significant Accounting Polici31
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||||
Realized investment gains or losses | $ 0 | $ 0 | $ 0 | $ 0 | |
Investments owned, at fair value | 0 | ||||
Long-term debt, fair value | $ 114,700,000 | $ 114,700,000 | $ 163,800,000 | ||
Property, Plant and Equipment [Line Items] | |||||
Warrants exercise price | $ 0.05 | $ 0.05 | |||
Software and software development costs | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 3 years |
Significant Accounting Polici32
Significant Accounting Policies - Schedule of Computation of Diluted EPS (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Ownership cap in shares of common stock | 9.985% | 9.985% | ||
Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents excluded from the computation of diluted net loss per share | 5,040,323 | 5,040,323 | 5,040,323 | 5,040,323 |
Ownership cap in shares of common stock | 9.985% | 9.985% | ||
Outstanding stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents excluded from the computation of diluted net loss per share | 4,364,943 | 3,792,152 | 4,364,943 | 3,792,152 |
Stock purchase warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents excluded from the computation of diluted net loss per share | 159,506 | 309,506 | 159,506 | 309,506 |
Unvested restricted common stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents excluded from the computation of diluted net loss per share | 132,622 | 138,815 | 132,622 | 138,815 |
Other Income (Expense), Net - S
Other Income (Expense), Net - Schedule of Other Income (Expense), Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other Income and Expenses [Abstract] | ||||
Interest and amortization expense | $ (629) | $ 0 | $ (1,868) | $ 0 |
Sale of New Jersey state tax benefit | 0 | 0 | 2,898 | 2,288 |
Investment and other income, net | 106 | 27 | 344 | 79 |
Other income (expense), net | $ (523) | $ 27 | $ 1,374 | $ 2,367 |
Investments - Summary of Cash,
Investments - Summary of Cash, Cash Equivalents and Investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Abstract] | ||||
Amortized Cost | $ 106,946 | $ 85,586 | $ 148,884 | $ 69,649 |
Fair Value | 106,946 | 85,586 | ||
Investments [Abstract] | ||||
Amortized Cost | 162,977 | 158,307 | ||
Gross Unrealized Gains | 10 | 2 | ||
Gross Unrealized Losses | (42) | (109) | ||
Fair Value | 162,945 | 158,200 | ||
Cash and money market accounts | ||||
Cash and Cash Equivalents [Abstract] | ||||
Amortized Cost | 106,946 | 84,613 | ||
Fair Value | 106,946 | 84,613 | ||
Certificates of deposit | ||||
Cash and Cash Equivalents [Abstract] | ||||
Amortized Cost | 472 | |||
Fair Value | 472 | |||
Corporate bonds | ||||
Cash and Cash Equivalents [Abstract] | ||||
Amortized Cost | 501 | |||
Fair Value | 501 | |||
Certificates of deposit (due within 1 year) | ||||
Investments [Abstract] | ||||
Amortized Cost | 20,241 | 25,823 | ||
Gross Unrealized Gains | 9 | 0 | ||
Gross Unrealized Losses | 0 | (9) | ||
Fair Value | 20,250 | 25,814 | ||
Certificates of deposit (due within 2 years) | ||||
Investments [Abstract] | ||||
Amortized Cost | 3,840 | 4,429 | ||
Gross Unrealized Gains | 1 | 1 | ||
Gross Unrealized Losses | (1) | (3) | ||
Fair Value | 3,840 | 4,427 | ||
Commercial paper | ||||
Investments [Abstract] | ||||
Amortized Cost | 4,477 | 5,988 | ||
Gross Unrealized Gains | 0 | 1 | ||
Gross Unrealized Losses | (2) | (3) | ||
Fair Value | 4,475 | 5,986 | ||
Corporate bonds (due within 1 year) | ||||
Investments [Abstract] | ||||
Amortized Cost | 20,582 | 16,487 | ||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | (24) | (24) | ||
Fair Value | 20,558 | 16,463 | ||
Corporate bonds (due within 2 years) | ||||
Investments [Abstract] | ||||
Amortized Cost | 3,882 | 13,912 | ||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | (15) | (64) | ||
Fair Value | 3,867 | 13,848 | ||
Government agencies (due within 1 year) | ||||
Investments [Abstract] | ||||
Amortized Cost | 3,009 | 6,082 | ||
Gross Unrealized Gains | 0 | 0 | ||
Gross Unrealized Losses | 0 | (6) | ||
Fair Value | 3,009 | 6,076 | ||
Total investments | ||||
Investments [Abstract] | ||||
Amortized Cost | 56,031 | 72,721 | ||
Gross Unrealized Gains | 10 | 2 | ||
Gross Unrealized Losses | (42) | (109) | ||
Fair Value | $ 55,999 | $ 72,614 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Financial Assets and Liabilities that are Measured at Fair Value and the Classification by Level of Input within Fair Value Hierarchy (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 106,946 | $ 85,586 |
Total investments | 55,999 | 72,614 |
Total cash, cash equivalents, and investments | 162,945 | 158,200 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 106,946 | 84,613 |
Total investments | 0 | 0 |
Total cash, cash equivalents, and investments | 106,946 | 84,613 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 973 | |
Total investments | 55,999 | 72,614 |
Total cash, cash equivalents, and investments | 55,999 | 73,587 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 24,090 | 30,241 |
Certificates of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 24,090 | 30,241 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 4,475 | 5,986 |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 4,475 | 5,986 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 24,425 | 30,311 |
Corporate bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 24,425 | 30,311 |
Government agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 3,009 | 6,076 |
Government agencies | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 3,009 | 6,076 |
Cash and money market accounts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 106,946 | 84,613 |
Cash and money market accounts | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 106,946 | 84,613 |
Cash and money market accounts | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 472 | |
Certificates of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 472 | |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 501 | |
Corporate bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 501 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Long-term debt, fair value | $ 114.7 | $ 163.8 |
Other Assets, Net -Schedule of
Other Assets, Net -Schedule of Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred financing costs | $ 1,266 | $ 1,479 |
Prepaid taxes | 6,488 | 0 |
Other | 280 | 44 |
Other assets | $ 8,034 | $ 1,523 |
Accounts Payable & Other Curr38
Accounts Payable & Other Current Liabilities - Summary of Accounts Payable and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,022 | $ 2,068 |
Accrued expenses and other liabilities: | ||
Employee benefits and compensation related accruals | 2,494 | 2,257 |
General and administrative related accruals | 1,646 | 731 |
Research and development related accruals | 6,100 | 3,280 |
Accrued income taxes | 5,699 | 0 |
Accounts payable and other accrued liabilities | $ 17,961 | $ 8,336 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) $ / shares in Units, $ in Thousands | Sep. 30, 2014USD ($)$ / shares | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($)$ / shares |
Debt Instrument [Line Items] | ||||
Reimbursed expenses incurred by Deerfield in connection with transaction | $ 0 | $ 1,000 | ||
Debt instrument, convertible, ownership cap in shares of common stock | 9.985% | 9.985% | ||
Debt instrument, anniversary term | 7 years | |||
Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate percentage | 1.75% | 1.75% | ||
Debt instrument, convertible, stock price trigger | $ / shares | $ 30 | |||
Debt instrument, convertible, threshold trading days | 30 days | |||
Debt instrument, transaction fee | $ 625 | $ 625 | ||
Reimbursed expenses incurred by Deerfield in connection with transaction | 250 | |||
Legal and advisory fees | $ 1,300 | |||
Debt instrument, convertible, ownership cap in shares of common stock | 9.985% | 9.985% | ||
Debt instrument, convertible, initial conversion price per share | $ / shares | $ 24.80 | $ 24.80 | ||
Debt instrument, convertible, common stock conversion rate per $1,000 principal amount | 0.04032 | |||
Debt instrument, convertible, conversion premium percentage | 30.00% | 30.00% | ||
Debt instrument, convertible, maximum increase to the initial conversion rate per $1,000 principal amount | 0.01207 | 0.01207 | ||
Debt instrument, convertible, ownership percentage threshold necessary to declare principal and accrued interest payable and due in the event of default | 50.00% | 50.00% | ||
Unamortized debt discounts | $ 750 | $ 750 | ||
Interest expense related to convertible notes | $ 551 | $ 1,636 | ||
Subsidiaries | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Business acquisition, percentage of voting interests acquired | 65.00% | 65.00% |
Convertible Notes - Summary of
Convertible Notes - Summary of Carrying Value of Convertible Notes (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
Debt Instrument [Line Items] | |||
Convertible notes, net of discounts | $ 124,250 | $ 124,156 | |
Convertible notes | |||
Debt Instrument [Line Items] | |||
Gross proceeds | 125,000 | $ 125,000 | |
Initial value of issuance costs recorded as debt discount | (875) | $ (875) | |
Amortization of debt discount | 125 | ||
Convertible notes, net of discounts | $ 124,250 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | ||
Income tax liability | $ 5,699 | $ 0 |
Prepaid income tax expense | 6,488 | $ 0 |
Net Operating Losses Related to IP Assignment | ||
Income Taxes [Line Items] | ||
Increase (decrease) in valuation allowance | $ (40,900) |
Stock Purchase Warrants - Sched
Stock Purchase Warrants - Schedule of Equity Classified Warrants Outstanding (Detail) | Sep. 30, 2015$ / sharesshares |
Class of Warrant or Right [Line Items] | |
EXERCISE PRICE PER SHARE | $ 0.05 |
March 2016 | Common stock | |
Class of Warrant or Right [Line Items] | |
NUMBER OF UNDERLYING SHARES | shares | 2,006 |
EXERCISE PRICE PER SHARE | $ 5 |
February 2019 | Common stock | |
Class of Warrant or Right [Line Items] | |
NUMBER OF UNDERLYING SHARES | shares | 75,000 |
EXERCISE PRICE PER SHARE | $ 5 |
November 2019 | Common stock | |
Class of Warrant or Right [Line Items] | |
NUMBER OF UNDERLYING SHARES | shares | 75,000 |
EXERCISE PRICE PER SHARE | $ 5 |
August 2020 | Common stock | |
Class of Warrant or Right [Line Items] | |
NUMBER OF UNDERLYING SHARES | shares | 7,500 |
EXERCISE PRICE PER SHARE | $ 5 |
December 2019 | Common stock | |
Class of Warrant or Right [Line Items] | |
NUMBER OF UNDERLYING SHARES | shares | 223,483 |
EXERCISE PRICE PER SHARE | $ 0.05 |
Stock Purchase Warrants - Addit
Stock Purchase Warrants - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Weighted-average remaining lives | 4 years 5 days |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-Based Compensation Expense for Options Granted, Restricted Stock and Stock Purchase Rights as Reflected in Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,316 | $ 2,392 | $ 9,533 | $ 6,696 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 597 | 220 | 1,691 | 1,072 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,719 | $ 2,172 | $ 7,842 | $ 5,624 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($)planshares | Sep. 30, 2014shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of equity compensation plans | plan | 2 | |
Stock-based awards, shares granted | 1,081,000 | |
Restricted stock, shares issued | 99,027 | 0 |
2013 Omnibus incentive plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity awards | 5,729,068 | |
Stock-based awards, shares granted | 1,081,000 | 1,211,700 |
2005 Aerie Pharmaceutical stock plan and 2013 omnibus incentive plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ | $ 26.9 | |
Compensation cost, weighted average recognition period | 2 years 7 months | |
Options outstanding, weighted average remaining contractual life | 8 years 1 month | |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ | $ 2 | |
Restricted stock awards, weighted average remaining contractual term | 3 years 1 month | |
Restricted stock, shares issued | 99,027 | |
Restricted stock | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based awards, vesting period | 2 years | |
Restricted stock | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based awards, vesting period | 4 years |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Options Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
NUMBER OF SHARES | ||
Options outstanding at December 31, 2014 | 3,826,459 | |
Granted | 1,081,000 | |
Exercised | (287,193) | |
Canceled | (255,323) | |
Options outstanding at September 30, 2015 | 4,364,943 | |
Options exercisable at September 30, 2015 | 2,006,263 | |
WEIGHTED AVERAGE EXERCISE PRICE | ||
Options outstanding at December 31, 2014 (in USD per share) | $ 8.39 | |
Granted (in USD per share) | 25.50 | |
Exercised (in USD per share) | 4.49 | |
Cancelled (in USD per share) | 17.11 | |
Options outstanding at September 30, 2015 (in USD per share) | 12.33 | |
Options exercisable at September 30, 2015 (in USD per share) | $ 7.27 | |
AGGREGATE INTRINSIC VALUE | ||
Options outstanding | $ 23,614 | $ 79,792 |
Options exercisable at September 30, 2015 | $ 21,006 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock and Restricted Stock Units Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
NUMBER OF SHARES | ||
Granted | 99,027 | 0 |
Restricted stock | ||
NUMBER OF SHARES | ||
RSAs outstanding at December 31, 2014 | 103,064 | |
Granted | 99,027 | |
Vested | (58,165) | |
Canceled | (11,304) | |
RSAs outstanding at September 30, 2015 | 132,622 | |
WEIGHTED AVERAGE FAIR VALUE PER SHARE | ||
Restricted stock, beginning balance at December 31, 2014 (in USD per share) | $ 2.47 | |
RSA granted in period (in USD per share) | 28 | |
RSA, vested in period (in USD per share) | 3.10 | |
RSA, forfeitures in period (in USD per share) | 28.54 | |
Restricted stock, ending balance at September 30, 2015 (in USD per share) | $ 19.03 |
Subsequent Events (Details)
Subsequent Events (Details) - Maximum - USD ($) | Nov. 06, 2015 | Nov. 03, 2014 |
Subsequent Event [Line Items] | ||
Shelf registration statement, aggregate dollar amount | $ 150,000,000 | |
Subsequent event | Common stock | RBC Capital Markets, LLC and Cantor Fitzgerald & Co | ||
Subsequent Event [Line Items] | ||
Shelf registration statement, aggregate dollar amount | $ 50,000,000 |