Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 28, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | AERI | ||
Entity Registrant Name | AERIE PHARMACEUTICALS INC | ||
Entity Central Index Key | 1,337,553 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding (in shares) | 33,626,226 | ||
Entity Public Float | $ 437,044,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 197,945 | $ 91,060 |
Short-term investments | 35,717 | 45,502 |
Prepaid expenses and other current assets | 4,028 | 1,865 |
Total current assets | 237,690 | 138,427 |
Long-term investments | 0 | 13,808 |
Furniture, fixtures and equipment, net | 7,857 | 3,816 |
Other assets, net | 2,707 | 3,076 |
Total assets | 248,254 | 159,127 |
Current liabilities | ||
Accounts payable and other current liabilities | 18,820 | 16,565 |
Interest payable | 551 | 551 |
Total current liabilities | 19,371 | 17,116 |
Convertible notes, net of discounts | 123,539 | 123,236 |
Total liabilities | 142,910 | 140,352 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value; 15,000,000 shares authorized as of December 31, 2016 and December 31, 2015; None issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 150,000,000 shares authorized as of December 31, 2016 and December 31, 2015; 33,458,607 and 26,458,495 shares issued and outstanding as of December 31, 2016 and December 31, 2015, respectively | 33 | 26 |
Additional paid-in capital | 422,002 | 236,492 |
Accumulated other comprehensive loss | (68) | (179) |
Accumulated deficit | (316,623) | (217,564) |
Total stockholders’ equity | 105,344 | 18,775 |
Total liabilities and stockholders’ equity | $ 248,254 | $ 159,127 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 33,458,607 | 26,458,495 |
Common stock, shares outstanding (in shares) | 33,458,607 | 26,458,495 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses | |||
General and administrative | $ (44,478) | $ (30,635) | $ (20,103) |
Research and development | (52,394) | (44,451) | (29,869) |
Loss from operations | (96,872) | (75,086) | (49,972) |
Other income (expense), net | (1,994) | 862 | 1,839 |
Net loss before income taxes | (98,866) | (74,224) | (48,133) |
Income tax expense | (193) | (139) | 0 |
Net loss | (99,059) | (74,363) | (48,133) |
Net loss attributable to common stockholders—basic and diluted | $ (99,059) | $ (74,363) | $ (48,133) |
Net loss per share attributable to common stockholders—basic and diluted (in dollars per share) | $ (3.40) | $ (2.88) | $ (2) |
Weighted average number of common shares outstanding—basic and diluted (in shares) | 29,135,583 | 25,781,230 | 24,086,651 |
Net loss | $ (99,059) | $ (74,363) | $ (48,133) |
Unrealized gain/(loss) on available-for-sale investments | 111 | (72) | (107) |
Comprehensive loss | $ (98,948) | $ (74,435) | $ (48,240) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2013 | 23,285,549 | ||||
Beginning balance, value at Dec. 31, 2013 | $ 66,976 | $ 23 | $ 162,021 | $ 0 | $ (95,068) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock purchase rights (in shares) | 10,941 | ||||
Issuance of common stock upon exercise of stock purchase rights | 119 | 119 | |||
Exercise of stock options (in shares) | 579,083 | ||||
Exercise of stock options | 9 | $ 1 | 8 | ||
Vesting of restricted stock (in shares) | 143,004 | ||||
Vesting of restricted stock | 0 | ||||
Stock-based compensation | 9,178 | 9,178 | |||
Unrealized gain/(loss) on available-for-sale investments | (107) | (107) | |||
Net loss | (48,133) | (48,133) | |||
Ending balance (in shares) at Dec. 31, 2014 | 24,018,577 | ||||
Ending balance, value at Dec. 31, 2014 | 28,042 | $ 24 | 171,326 | (107) | (143,201) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock purchase rights (in shares) | 5,029 | ||||
Issuance of common stock upon exercise of stock purchase rights | 96 | 96 | |||
Exercise of stock options (in shares) | 296,716 | ||||
Exercise of stock options | 1,282 | 1,282 | |||
Issuance of common stock upon net exercise of warrants (in shares) | 314,368 | ||||
Issuance of common stock upon net exercise of warrants | 9 | 9 | |||
Vesting of restricted stock (in shares) | 69,249 | ||||
Vesting of restricted stock | 0 | ||||
Stock-based compensation | 12,945 | 12,945 | |||
Excess tax benefit | 463 | 463 | |||
Unrealized gain/(loss) on available-for-sale investments | (72) | (72) | |||
Net loss | (74,363) | (74,363) | |||
Proceeds from issuance of common stock, net of commissions and expenses (in shares) | 1,754,556 | ||||
Proceeds from issuance of common stock | 50,373 | $ 2 | 50,371 | ||
Ending balance (in shares) at Dec. 31, 2015 | 26,458,495 | ||||
Ending balance, value at Dec. 31, 2015 | 18,775 | $ 26 | 236,492 | (179) | (217,564) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock purchase rights (in shares) | 75,205 | ||||
Issuance of common stock upon exercise of stock purchase rights | $ 1,120 | 1,120 | |||
Exercise of stock options (in shares) | 166,295 | 149,186 | |||
Exercise of stock options | $ 591 | 591 | |||
Vesting of restricted stock (in shares) | 54,192 | ||||
Vesting of restricted stock | (153) | (153) | |||
Stock-based compensation | 16,794 | 16,794 | |||
Unrealized gain/(loss) on available-for-sale investments | 111 | 111 | |||
Net loss | (99,059) | (99,059) | |||
Proceeds from issuance of common stock, net of commissions and expenses (in shares) | 6,721,529 | ||||
Proceeds from issuance of common stock | 167,165 | $ 7 | 167,158 | ||
Ending balance (in shares) at Dec. 31, 2016 | 33,458,607 | ||||
Ending balance, value at Dec. 31, 2016 | $ 105,344 | $ 33 | $ 422,002 | $ (68) | $ (316,623) |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Common Stock | ||
Underwriting discounts and commissions and expenses | $ 5,963 | $ 1,496 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | |||
Net loss | $ (99,059) | $ (74,363) | $ (48,133) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation | 970 | 252 | 73 |
Amortization of deferred financing costs and debt discount | 303 | 305 | 77 |
Amortization and accretion of premium or discount on available-for-sale investments, net | 525 | 570 | 416 |
Stock-based compensation | 16,794 | 12,945 | 9,178 |
Changes in operating assets and liabilities | |||
Prepaid, current and other assets | (1,852) | (840) | (717) |
Accounts payable and other current liabilities | 2,479 | 5,385 | 4,829 |
Interest payable | 0 | 0 | 551 |
Net cash used in operating activities | (79,840) | (55,746) | (33,726) |
Cash flows from investing activities | |||
Purchase of available-for-sale investments | (35,169) | (46,872) | (95,376) |
Maturity of available-for-sale investments | 53,156 | 55,785 | 20,739 |
Sale of available-for-sale investments | 5,190 | 3,749 | 1,500 |
Purchase of furniture, fixtures and equipment | (5,077) | (3,280) | (181) |
Net cash provided by (used in) investing activities | 18,100 | 9,382 | (73,318) |
Cash flows from financing activities | |||
Proceeds from sale of common stock, net of commissions and underwriting discounts | 168,479 | 50,451 | 0 |
Payments of stock issuance costs and expenses | (1,096) | 0 | 0 |
Proceeds from exercise of stock options | 591 | 1,282 | 9 |
Proceeds from exercise of stock purchase rights | 804 | 96 | 119 |
Tax withholdings related to restricted stock awards | (153) | 0 | 0 |
Proceeds from exercise of warrants | 0 | 9 | 0 |
Payments of debt issuance costs | 0 | 0 | 122,853 |
Net cash provided by financing activities | 168,625 | 51,838 | 122,981 |
Net change in cash and cash equivalents | 106,885 | 5,474 | 15,937 |
Cash and cash equivalents | |||
Beginning of period | 91,060 | 85,586 | 69,649 |
End of period | 197,945 | 91,060 | 85,586 |
Supplemental disclosures | |||
Interest paid | 2,192 | 2,186 | 0 |
Income taxes paid | 1,790 | 600 | 0 |
Non-cash financing activities | |||
Deferred costs from the sale of common stock and issuance of convertible notes | $ 70 | $ 0 | $ 25 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company Aerie Pharmaceuticals, Inc. (“Aerie”), with its wholly-owned subsidiaries Aerie Distribution, Inc., Aerie Pharmaceuticals Limited and Aerie Pharmaceuticals Ireland Limited (“Aerie Distribution,” “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. In 2015, the Company revised its corporate structure to align with its business strategy outside of North America by establishing Aerie Limited and Aerie Ireland Limited. Aerie assigned the beneficial rights to its non-United States and non-Canadian intellectual property for its lead product candidates 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 and Aerie Limited and Aerie Ireland Limited entered into a license arrangement pursuant to which Aerie Ireland Limited will develop and commercialize the beneficial rights of the intellectual property assigned as part of the IP Assignment. In 2016, Aerie assigned the beneficial rights to certain of Aerie’s intellectual property in the United States and Canada to Aerie Distribution, and amended and restated the research and development cost sharing agreement to transfer Aerie’s rights and obligations under the agreement to Aerie Distribution. 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 (Note 8). 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 may be forced to delay, reduce or eliminate its research and development programs or commercialization efforts. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The 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 the Company’s estimates. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment. Cash Equivalents Cash equivalents consist of short-term, highly liquid investments with an original term of three months or less at the date of purchase. Cash deposits are held by six financial institutions in the United States and two financial institutions in Europe. Concentration of Credit Risk The Company’s cash and cash equivalent balances with financial institutions exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. Debt Issuance Costs Debt issuance costs consisting of financing costs incurred by the Company in connection with the closing of the 2014 Convertible Notes (as defined in Note 8) are included as a direct deduction from the carrying amount of the 2014 Convertible Notes on the Company’s consolidated balance sheets. The Company amortizes debt issuance 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. Debt Discounts Debt discounts consist of fees and expenses incurred by the Company in connection with the closing of Aerie’s 2014 Convertible Notes that were paid directly to the note holders. The Company amortizes debt discounts 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. Deferred Financing Costs Deferred financing costs represent financing costs associated with the issuance of new shares of common stock and include only those specific incremental costs directly attributable to the issuance of shares, such as legal, accounting, printing, and filing fees. Deferred financing costs are offset against proceeds from the issuance within stockholders’ equity on the consolidated balance sheet upon the completion of the transaction. Furniture, Fixtures and Equipment, Net Furniture, fixtures and equipment is recorded at historical cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. Repairs and maintenance are expensed when incurred. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the determination of net income. 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 three 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, along with maintenance and training costs, are expensed as incurred. Research and Development Costs Research and development costs are charged to expense as incurred and include, but are not limited to: • Employee-related expenses including salaries, benefits, travel and stock-based compensation expense for research and development personnel; • expenses incurred under agreements with contract research organizations (“CROs”), contract manufacturing organizations and service providers that assist in conducting clinical and preclinical studies; • costs associated with preclinical activities and development activities; • costs associated with regulatory operations; and • depreciation expense for assets used in research and development activities. Costs for certain development activities, such as clinical studies, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided to the Company by its vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the patterns of costs incurred, and are reflected in the consolidated financial statements as prepaid expenses or accrued expenses as deemed appropriate. No material adjustments to these estimates have been recorded in these consolidated financial statements. Stock-Based Compensation Compensation cost of stock-based awards granted to employees is measured at grant date, based on the estimated fair value of the award. The Company estimates the fair value of stock options using a Black-Scholes option pricing model. Compensation cost for options granted to non-employees is determined as the fair value of consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. The fair value of restricted stock awards (“RSAs”) is determined based on the fair value of Aerie’s common stock on the date of grant. Stock-based compensation costs are expensed on a straight-line basis (net of estimated forfeitures) over the relevant vesting period. The fair value of unvested awards granted to non-employees is re-measured each period until the related service is complete. Compensation expense for employee stock purchase plan rights (“stock purchase rights”) is measured and recognized on the date that Aerie becomes obligated to issue shares of common stock and is based on the difference between the fair value of Aerie’s common stock and the purchase price on such date. All stock-based compensation expense is recorded between general and administrative and research and development costs in the consolidated statements of operations based upon the underlying employees roles within the Company. As a result of the taxable gain recognized in connection with the IP Assignment, during the year ended December 31, 2015 , the Company utilized certain net operating losses, including $462,978 in excess tax benefits related to stock-based compensation, to offset taxable income. In accordance with ASC 718, this excess tax benefit was recorded in additional paid-in capital for the year ended December 31, 2015. No excess tax benefits related to stock-based compensation were recognized for the years ended December 31, 2016 or 2014 . 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 Comprehensive loss on the consolidated statements of operations and comprehensive loss and in Accumulated other comprehensive loss on the consolidated balance sheets. For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded unrealized gains of $111,000 and unrealized losses of $72,000 and $107,000 , respectively. 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 years ended December 31, 2016 , 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 December 31, 2016 , 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. 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 the 2014 Convertible Notes was $209.6 million and $140.1 million as of December 31, 2016 and 2015 , respectively. Stock Purchase Warrants The Company accounts for its stock purchase warrants as either equity or liabilities based upon the characteristics and provisions of the underlying instruments. Warrants classified as equity are recorded at their fair value on the date of issuance as additional paid-in capital on the consolidated balance sheets and no further adjustments are made to their valuation. Warrants classified as liabilities are recorded at their fair value on the date of issuance and are re-measured on each subsequent balance sheet date until the earlier of the exercise or expiration of the applicable warrants or until such time that the warrants are no longer determined to be derivative instruments. The fair value changes are recognized as income (decreases in fair value) or expense (increases in fair value) in Other income (expense), net in the consolidated statements of operations and comprehensive loss. The fair value of these liabilities is estimated using the Black-Scholes method, which, under the Company’s facts and circumstances, approximates, in all material respects, the values determined when using a Monte Carlo simulation. As of December 31, 2016 and 2015 , all outstanding warrants are classified as equity and are recorded within additional paid-in capital on the consolidated balance sheets (Note 11). Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss includes changes in stockholders’ equity that are excluded from net income (loss), specifically changes in unrealized gains and losses on the Company’s available-for-sale securities. Income Taxes Deferred tax assets or liabilities are recorded for temporary differences between financial statement and tax basis of assets and liabilities, using enacted rates in effect for the year in which the differences are expected to reverse. The Company recognizes the impact of an uncertain tax position in the consolidated financial statements only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. The Company did not recognize interest or penalties on uncertain tax positions for the years ended December 31, 2016 , 2015 or 2014 . As of December 31, 2016 and 2015 , the Company had no uncertain tax positions and no interest or penalties were accrued for any uncertain tax positions. Tax Valuation Allowance A valuation allowance is recorded if it is more likely than not that a deferred tax asset will not be realized. The Company has provided a full valuation allowance on its deferred tax assets that consist of federal and state net operating losses, stock based compensation and tax credits. Due to the Company’s three year cumulative loss position, history of operating losses and lack of available evidence supporting future taxable income, the Company believes that a valuation allowance on its deferred tax assets as of December 31, 2016 remains appropriate. Recent Accounting Pronouncements In October 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-16, which eliminates the exception to the principle in ASC 740, Income Taxes, that generally requires comprehensive recognition of current and deferred income taxes for all intra-entity sales of assets other than inventory. As a result, a reporting entity would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. The new standard is effective for the Company for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted, and must be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and disclosures. In June 2016, the FASB issued ASU 2016-13, which requires that financial assets measured at amortized cost be presented at the net amount expected to be collected. Currently, U.S. GAAP delays recognition of the full amount of credit losses until the loss is probable of occurring. Under this new standard, the income statement will reflect an entity’s current estimate of all expected credit losses. The measurement of expected credit losses will be based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. The new standard is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The new guidance prescribes different transition methods for the various provisions. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and disclosures. In March 2016, the FASB issued ASU 2016-09, which provides guidance related to how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new standard is effective for the Company for annual periods beginning after December 15, 2016 and for annual and interim periods thereafter, with early adoption permitted. The new guidance prescribes different transition methods for the various provisions. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and for those leases that have lease terms of more than 12 months. The guidance is effective for annual periods beginning after December 15, 2018, and all annual and interim periods thereafter, with early adoption permitted, and must be adopted using a modified retrospective transition approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and provides for certain practical expedients. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and disclosures. In January 2016, the FASB issued ASU 2016-01, which provides guidance related to the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The guidance is effective for annual periods beginning after December 15, 2017, and all annual and interim periods thereafter, with early adoption permitted. The new guidance prescribes different transition methods for the various provisions. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and disclosures. 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 adopted this standard on December 31, 2016. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures. 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, Aerie’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 Aerie’s potential common stock equivalents that have been excluded from the computation of Diluted EPS for all periods presented consist of the following: DECEMBER 31, 2016 2015 2014 2014 Convertible Notes (1) 5,040,323 5,040,323 5,040,323 Outstanding stock options 5,255,930 4,583,586 3,826,459 Stock purchase warrants 157,500 157,500 309,506 Unvested restricted common stock awards 164,194 119,993 103,064 (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 | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), Net | Other Income (Expense), Net Other income (expense), net consists of the following: YEAR ENDED DECEMBER 31, (in thousands) 2016 2015 2014 Interest and amortization expense $ (2,537 ) $ (2,493 ) $ (628 ) Sale of New Jersey state tax benefit — 2,898 2,288 Investment and other income, net 543 457 179 $ (1,994 ) $ 862 $ 1,839 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Cash, cash equivalents and investments as of December 31, 2016 included the following: GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR (in thousands) COST GAINS LOSSES VALUE Cash and cash equivalents: Cash and money market accounts $ 196,445 $ — $ — $ 196,445 Commercial paper 1,500 — — 1,500 Total cash and cash equivalents $ 197,945 $ — $ — $ 197,945 Investments: Certificates of deposit (due within 1 year) $ 6,920 $ 4 $ (1 ) $ 6,923 Corporate bonds (due within 1 year) 27,615 4 (75 ) 27,544 Government agencies (due within 1 year) 1,250 — — 1,250 Total investments $ 35,785 $ 8 $ (76 ) $ 35,717 Total cash, cash equivalents, and investments $ 233,730 $ 8 $ (76 ) $ 233,662 Cash, cash equivalents and investments as of December 31, 2015 included the following: GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR (in thousands) COST GAINS LOSSES VALUE Cash and cash equivalents: Cash and money market accounts $ 91,060 $ — $ — $ 91,060 Total cash and cash equivalents $ 91,060 $ — $ — $ 91,060 Investments: Certificates of deposit (due within 1 year) $ 13,611 $ 1 $ (7 ) $ 13,605 Certificates of deposit (due within 2 years) 4,760 — (10 ) 4,750 Commercial paper (due within 1 year) 5,977 — (11 ) 5,966 Corporate bonds (due within 1 year) 24,002 — (65 ) 23,937 Corporate bonds (due within 2 years) 9,142 — (84 ) 9,058 Government agencies (due within 1 year) 1,997 — (3 ) 1,994 Total investments $ 59,489 $ 1 $ (180 ) $ 59,310 Total cash, cash equivalents, and investments $ 150,549 $ 1 $ (180 ) $ 150,370 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
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 DECEMBER 31, 2016 (in thousands) LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Cash and cash equivalents: Cash and money market accounts $ 196,445 $ — $ — $ 196,445 Commercial paper — 1,500 — 1,500 Total cash and cash equivalents: $ 196,445 $ 1,500 $ — $ 197,945 Investments: Certificates of deposit $ — $ 6,923 $ — $ 6,923 Corporate bonds — 27,544 — 27,544 Government agencies — 1,250 — 1,250 Total investments $ — $ 35,717 $ — $ 35,717 Total cash, cash equivalents, and investments: $ 196,445 $ 37,217 $ — $ 233,662 FAIR VALUE MEASUREMENTS AS OF DECEMBER 31, 2015 (in thousands) LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Cash and cash equivalents: Cash and money market accounts $ 91,060 $ — $ — $ 91,060 Total cash and cash equivalents: $ 91,060 $ — $ — $ 91,060 Investments: Certificates of deposit $ — $ 18,355 $ — $ 18,355 Commercial paper — 5,966 — 5,966 Corporate bonds — 32,995 — 32,995 Government agencies — 1,994 — 1,994 Total investments $ — $ 59,310 $ — $ 59,310 Total cash, cash equivalents, and investments: $ 91,060 $ 59,310 $ — $ 150,370 As of December 31, 2016 and 2015 , the estimated fair value of the 2014 Convertible Notes was $209.6 million and $140.1 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 increase 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 December 31, 2016 compared to December 31, 2015 . 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. |
Furniture, Fixtures and Equipme
Furniture, Fixtures and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Furniture, Fixtures and Equipment, Net | Furniture, Fixtures and Equipment, Net Furniture, fixtures and equipment, net consists of the following: (in thousands) ESTIMATED USEFUL LIVES (YEARS) DECEMBER 31, 2016 2015 Manufacturing equipment 10 $ 4,384 $ 988 Laboratory equipment 7 2,537 1,619 Furniture and fixtures 5 808 491 Software and computer equipment 3 1,732 1,695 Leasehold improvements Term of lease 641 298 $ 10,102 $ 5,091 Less: Accumulated depreciation (2,245 ) (1,275 ) $ 7,857 $ 3,816 Depreciation expense was $970,000 , $252,000 and $73,000 for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Accounts Payable & Other Curren
Accounts Payable & Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable & Other Current Liabilities | Accounts Payable & Other Current Liabilities Accounts payable and other current liabilities consist of the following: DECEMBER 31, (in thousands) 2016 2015 Accounts payable $ 5,610 $ 1,629 Accrued expenses and other liabilities: Employee benefits and compensation related accruals (1) 4,111 3,085 General and administrative related accruals (2) 2,908 2,389 Research and development related accruals (3) 6,191 7,741 Accrued income taxes (4) — 1,721 $ 18,820 $ 16,565 (1) Comprised of accrued bonus, accrued vacation and other employee related expenses, and liabilities under the Company’s employee stock purchase plan. (2) Comprised of accruals such as outside professional fees and other business related expenses. (3) Comprised of accruals such as fees for investigative sites, contract research organizations, contract manufacturing organizations and other service providers that assist in conducting preclinical research studies and clinical trials. (4) Accrued income taxes were the result of the taxable gain associated with the IP Assignment that occurred in March 2015 and were paid in the three months ended March 31, 2016. Refer to Note 9 for a description of the tax impact of the IP Assignment. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes On September 30, 2014, Aerie issued $125.0 million aggregate principle amount of senior secured convertible notes (“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. 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. (together with the other Deerfield entities listed above, “Deerfield”). The 2014 Convertible Notes were issued pursuant to a note purchase agreement (as amended and supplemented from time to time, the “Note Purchase Agreement”), dated as of September 8, 2014, among Aerie and the Deerfield entities party thereto. 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 are guaranteed on a senior secured basis by Aerie Distribution. The 2014 Convertible Notes constitute the senior secured obligations of Aerie and Aerie Distribution, collateralized by a first priority security interest in substantially all of the assets of Aerie and Aerie Distribution. The Note Purchase Agreement provides that, upon the request of Aerie, Deerfield will release all of the liens on the collateral and the security agreement will terminate if both of the following occur: (i) beginning one month after FDA approval of either Rhopressa TM or Roclatan TM , 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. 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 shares of common stock or receive 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 Note Purchase Agreement 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 and its subsidiaries’ assets. As of December 31, 2016 , Aerie was in compliance with the covenants. The Note Purchase Agreement also provides for certain events of default, including the failure to pay principal and interest when due; inaccuracies in Aerie’s or Aerie Distribution’s representations and warranties to Deerfield; failure to comply with any of the covenants; Aerie’s or Aerie Distribution’s insolvency or the occurrence of certain bankruptcy-related events; certain judgments against Aerie and its subsidiaries; 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. In connection with the IP Assignment, Aerie granted Deerfield a security interest in certain intercompany promissory notes and pledged 65% of the voting stock of Aerie Limited. Upon the request of Aerie, Deerfield will release the lien on the intercompany promissory notes under certain circumstances. As of December 31, 2016 , the Company recognized unamortized debt discounts and debt issuance costs of $1.5 million . Debt discounts and debt issuance costs 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 December 31, 2016 : (in thousands) DECEMBER 31, 2016 Gross proceeds $ 125,000 Initial value of issuance costs recorded as debt discount (2,146 ) Amortization of debt discount and issuance costs 685 Carrying value $ 123,539 For the years ended December 31, 2016 , 2015 and 2014 , interest expense related to the 2014 Convertible Notes was $2.2 million , $2.2 million and $551,000 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes is based on net loss before income taxes as follows: DECEMBER 31, (in thousands) 2016 2015 2014 Net loss before income taxes: United States $ (88,123 ) $ (59,211 ) $ (48,133 ) Other (10,743 ) (15,013 ) — Net loss before income taxes $ (98,866 ) $ (74,224 ) $ (48,133 ) The components of the provision for income taxes are as follows: DECEMBER 31, (dollars in thousands) 2016 2015 2014 Provision for income taxes: Current: United States $ 193 $ 139 $ — Other — — — Total $ 193 $ 139 $ — Deferred: United States $ — $ — $ — Other — — — Total — — — Provision for income taxes $ 193 $ 139 $ — Effective tax rate (0.19 )% (0.19 )% — % Significant components of the Company’s net deferred income tax assets as of December 31, 2016 and 2015 consist of the following: DECEMBER 31, (in thousands) 2016 2015 Net deferred tax assets: Net operating loss carry-forwards $ 39,188 $ 6,335 Share based compensation 11,845 7,231 U.S. tax credit carry-forwards 4,566 3,823 Other assets 1,998 1,488 Other liabilities (860 ) (696 ) Valuation allowance (56,737 ) (18,181 ) Total net deferred income taxes $ — $ — A reconciliation of the statutory tax rates and the effective tax rates for the years ended December 31, 2016 , 2015 and 2014 is as follows: DECEMBER 31, 2016 2015 2014 U.S. federal tax rate 35.00 % 35.00 % 35.00 % State income taxes, net of federal benefit 5.34 % (0.90 )% 6.13 % Taxable gain resulting from IP Assignment — % (75.31 )% — % Non-taxable foreign loss (2.69 )% (6.98 )% — % Tax deferral from IP Assignment (0.19 )% 3.56 % — % Other (1.45 )% 0.02 % (0.04 )% Valuation allowance (36.20 )% 44.42 % (41.09 )% Effective tax rate (0.19 )% (0.19 )% — % In January 2015, the Company participated in the New Jersey Economic Development Authority’s Sponsored Technology Business Tax Certificate Transfer Program to transfer $3.1 million in state tax benefits to unrelated profitable businesses with operations in the state of New Jersey. The Company received net proceeds of $2.9 million from the transfer. The IP Assignment resulted in the recognition of a taxable gain for U.S. federal and state income tax purposes. Under ASC 810, Consolidation, the income tax expense of $2.8 million for the year ended December 31, 2015 was recorded as a prepaid asset. In accordance with ASC 810, Consolidation, the 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. For the years ended December 31, 2016 and 2015 , the Company recognized $193,000 and $139,000 of income tax expense related to the amortization of the prepaid asset. 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. It is Aerie’s intention to reinvest the earnings of Aerie Limited and Aerie Ireland Limited in those operations. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. Aerie Limited and Aerie Ireland Limited have incurred losses and experienced negative operating cash flows since inception, and as such, Aerie has not recognized a deferred tax liability related to its investment in either subsidiary as of December 31, 2016 . Realization of future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carry-forward period. 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 December 31, 2016 remains appropriate. The Company did not reverse any of its valuation allowance on deferred tax assets as of December 31, 2016 and the change in the valuation allowance as of December 31, 2016 as compared to December 31, 2015 was the result of an increase in deferred tax assets. As of December 31, 2016 , the Company had federal and state net operating loss carry-forwards of approximately $104.1 million and $122.5 million , respectively, which expire from 2024 through 2036 . Included in the net operating loss carry-forwards are approximately $8.9 million and $2.3 million , respectively, of federal and state net operating loss carry-forwards related to exercises of stock-based awards, the tax benefit from which, if realized, will be credited to additional paid-in capital. Net operating loss and tax credit carry-forwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three -year period in excess of 50% , as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. Certain transactions occurred in 2015 and prior years that resulted in ownership changes which will limit the future use of certain federal and state net operating loss and credit carry-forwards. Those federal and state net operating losses and credits that are not limited are included as deferred tax assets and have been fully offset by a valuation allowance as of December 31, 2016 , as the Company believes, based on our history of operating losses, it is more likely than not that the tax benefits will not be realized. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity On October 30, 2013, Aerie completed its initial public offering (“IPO”), and issued 7,728,000 shares of its common stock at an IPO price of $10.00 . The Company received net proceeds from the IPO of approximately $68.3 million . On September 30, 2014, Aerie issued the 2014 Convertible Notes, of which the Company received net proceeds of approximately $122.9 million . 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 (the “2014 Registration Statement”) that permitted the offering, issuance and sale by Aerie of up to a maximum aggregate offering price of $150.0 million of Aerie’s common stock and permits sales of common stock by certain selling stockholders. From November 10, 2014 through December 31, 2016 , Aerie issued and sold 5,933,712 shares of common stock under its former “at-the-market” sales agreements, of which 4,179,156 shares were issued and sold during the year ended December 31, 2016, and received net proceeds of approximately $146.6 million , of which $96.2 million were received during the year ended December 31, 2016, in each case, after deducting commissions at a rate of up to 3% of the gross sales price per share sold and other fees and expenses. Sales under the “at-the-market” sales agreement were made pursuant to the 2014 Registration Statement. As of December 31, 2016 , no shares remain available for issuance under the “at-the-market” sales agreements or the 2014 Registration Statement. On September 15, 2016, the Company filed an automatic shelf registration on Form S-3 (the “2016 Registration Statement”) that permits the offering, issuance and sale of an unlimited number of shares of common stock from time to time by Aerie. On September 15, 2016, the Company entered into an underwriting agreement with Cantor Fitzgerald & Co., relating to the registered public offering of 2,542,373 shares of Aerie’s common stock at a price to the public of $29.50 per share. The Company received net proceeds of approximately $71.0 million , after deducting underwriting discounts, fees and expenses of approximately $4.0 million . The offering was made pursuant to the 2016 Registration Statement. Holders of common stock are entitled to dividends when and if declared by Aerie’s Board of Directors subject to prior rights of the holders of any preferred stock. The holder of each share of common stock is entitled to one vote. |
Stock Purchase Warrants
Stock Purchase Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stock Purchase Warrants | Stock Purchase Warrants As of December 31, 2016 , the following equity classified warrants were outstanding: NUMBER OF UNDERLYING SHARES EXERCISE PRICE PER SHARE WARRANT EXPIRATION DATE TYPE OF EQUITY SECURITY 75,000 $ 5.00 February 2019 Common Stock 75,000 $ 5.00 November 2019 Common Stock 7,500 $ 5.00 August 2020 Common Stock 223,482 $ 0.05 December 2019 Common Stock The warrants outstanding as of December 31, 2016 are all currently exercisable with weighted-average remaining lives of 2.8 years. As of December 31, 2016 and 2015 , all outstanding warrants are classified as equity and are recorded within additional paid-in capital on the consolidated balance sheets. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense for options granted, RSAs, and stock purchase rights are reflected in the consolidated statements of operations as follows: YEAR ENDED DECEMBER 31, (in thousands) 2016 2015 2014 Research and development $ 3,781 $ 2,500 $ 1,339 General and administrative 13,013 10,445 7,839 Total $ 16,794 $ 12,945 $ 9,178 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 Aerie’s common stock on the date of grant and is expensed on a straight-line basis over the vesting period. Compensation expense for stock purchase rights under the Company’s employee stock purchase plan is measured and recognized on the date that Aerie becomes obligated to issue shares of common stock and is based on the difference between the fair value of Aerie’s common stock and the purchase price on such date. As of December 31, 2016 , the Company had $26.7 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 2.4 years as of December 31, 2016 . The weighted average remaining contractual life on all outstanding options as of December 31, 2016 was 7.4 years. As of December 31, 2016 , the Company had $2.3 million of unrecognized compensation expense, related to unvested RSAs. This cost is expected to be recognized over a weighted average period of 2.5 years as of December 31, 2016 . The weighted average remaining contractual term on all unvested RSAs as of December 31, 2016 was 2.5 years. Key weighted average assumptions utilized in the fair value calculation for the underlying common stock as of December 31, 2016 , 2015 and 2014 appear on the table below. YEAR ENDED DECEMBER 31, 2016 2015 2014 Expected term (years) 5.99 6.07 6.25 Expected stock price volatility 83.94 % 74.11 % 80.44 % Risk-free interest rate 1.43 % 1.63 % 1.90 % Dividend yield — % — % — % Based on the Company’s historical experience of employee turnover, an annualized forfeiture rate was assumed for options and RSAs. Under the true-up provisions of the stock compensation guidance, additional expense is recognized as the awards vest if the actual forfeiture rate is lower than estimated, and a recovery of prior expense if the actual forfeiture is higher than estimated. The Company utilized the guidance set forth in the SEC Staff Accounting Bulletin 107, Share-Based Payment (“SAB 107”), to determine the expected term of options, as it does not have sufficient historical exercise and post vesting termination data to provide a reasonable basis upon which to estimate the expected term of stock options granted to employees. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The midpoint between the vesting date and the maximum contractual expiration date is used as the expected term under this method. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected time to liquidity. Volatility is based on the historical volatility of the Company as well as several public entities that are similar to the Company. This peer group of companies utilized in 2016 remained consistent with that of 2015 . Equity Plans The Company maintains three equity compensation plans, the 2005 Aerie Pharmaceutical Stock Plan (the “2005 Plan”), 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”), as described below, and the Aerie Pharmaceuticals, Inc. Inducement Award Plan (the “Inducement Award Plan”), as described below. The 2005 Plan, the Amended and Restated Equity Plan and the Inducement Award 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, Aerie’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 Aerie, including equity awards that were available for issuance under the 2013 Equity Plan. On December 7, 2016, Aerie’s Board of Directors approved the Inducement Award Plan which provides for the granting of up to 418,000 equity awards in respect of common stock of Aerie. Awards granted under the Inducement Award Plan are intended to qualify as employment inducement awards under NASDAQ Listing Rule 5635(c)(4). The following table summarizes the stock option activity under the Plans: NUMBER OF SHARES WEIGHTED AVERAGE EXERCISE PRICE WEIGHTED AGGREGATE (000’s) Options outstanding at December 31, 2015 4,583,586 $ 12.86 Granted 993,836 20.51 Exercised (166,295 ) 5.71 Canceled (155,197 ) 19.33 Options outstanding at December 31, 2016 5,255,930 $ 14.34 7.4 $ 123,649 Options vested or expected to vest (1) 5,198,266 $ 14.25 7.4 $ 122,751 Options exercisable at December 31, 2016 3,276,694 $ 10.77 6.8 $ 88,745 (1) Includes vested options and options that are expected to vest in the future after applying an estimated annual forfeiture rate. The weighted-average fair values of all stock options granted for the years ended December 31, 2016 , 2015 and 2014 was $20.51 , $24.83 and $20.83 respectively. The aggregate intrinsic value of options exercised for the years ended December 31, 2016 , 2015 and 2014 was $3.9 million , $4.3 million and $10.5 million , respectively. The intrinsic value is calculated as the difference between the fair market value and the exercise price per share of the stock options. The fair market value per share of common stock as of December 31, 2016 was $37.85 . The following table provides additional information about stock options that are outstanding and exercisable at December 31, 2016 : EXERCISE OPTIONS OUTSTANDING WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS) OPTIONS EXERCISABLE $0.20 - $3.15 2,116,127 6.2 1,898,863 $10.44 - $15.97 419,188 8.9 105,380 $16.05 - $21.08 1,590,359 8.0 845,903 $22.31 - $26.76 317,781 8.3 125,372 $26.77 - $40.91 812,475 8.6 301,176 5,255,930 3,276,694 The following table summarizes the RSA activity under the Plans: NUMBER OF SHARES WEIGHTED AVERAGE FAIR VALUE PER SHARE RSAs outstanding at December 31, 2015 119,993 $ 20.31 Granted 112,655 15.98 Vested (62,905 ) 13.71 Canceled (5,549 ) 20.04 RSAs outstanding at December 31, 2016 164,194 $ 19.87 The vesting of the RSAs is time and service based with terms of one to four years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitment Summary The following table presents future minimum commitments of the Company due under non-cancelable operating leases with original or remaining terms in excess of one year as of December 31, 2016 . Our operating lease obligations are primarily related to our principal executive offices in Irvine, California, offices in Bedminster, New Jersey and our research facility in Durham, North Carolina. Minimum lease payments were as follows at December 31, 2016 : (in thousands) 2017 $ 1,449 2018 1,373 2019 1,457 2020 1,339 2021 566 2022 and thereafter 45 Total minimum lease payments $ 6,229 Rent expense amounted to $1.4 million , $1.5 million and $579,000 for the years ended December 31, 2016 , 2015 and 2014 , respectively, and is reflected in general and administrative expenses and research and development expenses as determined by the underlying activities occurring at each of the Company’s locations. 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 asserted claims under the Securities Exchange Act of 1934, as amended, and alleged 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 . On November 30, 2015, the defendants filed a motion to dismiss the amended complaint. On June 20, 2016, the United States District Court for the District of New Jersey granted the defendants’ motion to dismiss the amended complaint. The time for a motion for reconsideration and/or appeal has expired. The Company considers the matter concluded. 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 and other general business activities. Substantially all of these contracts are on an as needed basis. Future minimum commitments of the Company due under non-cancelable agreements with service providers was $310,000 as of December 31, 2016 and are expected to be incurred by December 2017. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Collaboration In 2015, the Company entered into a research collaboration and license agreement with GrayBug, Inc. (“GrayBug”). The collaboration focused on researching the potential use of Graybug’s biodegradable polymer technology to deliver certain of the Company’s preclinical stage molecules to the back of the eye over a sustained period of time. The Board of Directors of the Company and that of GrayBug have a common Board member. In 2016, the Company terminated its collaboration and license arrangements with GrayBug. The common Board member did not participate in any deliberations associated with this transaction. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plans | Benefit Plans Defined Contribution Plans Aerie has adopted a 401(k) deferred compensation plan. Eligible employees meeting the participant criteria may contribute up to the statutory limitation ( $18,000 for 2016 and 2015). Aerie may contribute a discretionary match if it elects to do so. During the years ended December 31, 2016 , 2015 and 2014 , Aerie made no matching contributions to the plan. In October 2015, Aerie Ireland Limited adopted the Aerie Pharmaceuticals Ireland Pension and Life Assurance Scheme. Eligible employees meeting the participation criteria may contribute up to the aggregate statutory limitation of 15% to 40% of remuneration depending on age. During the years ended December 31, 2016 and 2015 , Aerie Ireland Limited contributed $25,000 and $0 , respectively, as a matching contribution to the plan. Employee Stock Purchase Plan On October 30, 2013, the Company adopted the 2013 Employee Stock Purchase Plan (the “Purchase Plan”) under which substantially all employees may purchase the Company’s common stock through payroll deductions and lump sum contributions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of the offering periods. Employees may not purchase more than the fair value equivalent of $25,000 of stock during any calendar year. The Purchase Plan provides for the issuance of up to 645,814 shares in respect of common stock of Aerie. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In January 2017, the Company entered into a lease agreement for a new manufacturing plant in Athlone, Ireland under which the Company is leasing approximately 30,000 square feet of interior floor space for future build-out. The Company is permitted to terminate the lease beginning in September 2027. Total additional rental payments through September 2027 are approximately $2.5 million. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following table presents selected unaudited quarterly financial information for the years ended December 31, 2016 and 2015 . The results for any quarter are not necessarily indicative of future quarterly results and, accordingly, period to period comparisons should not be relied upon as an indication of future performance. FOR THE QUARTER ENDED (in thousands, except per share amounts) DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31, Year Ended December 31, 2016 Operating expenses $ (28,757 ) $ (23,315 ) $ (22,690 ) $ (22,110 ) Net loss attributable to common stockholders $ (29,322 ) $ (23,814 ) $ (23,219 ) $ (22,704 ) Net loss per share attributable to common stockholders—basic and diluted $ (0.87 ) $ (0.81 ) $ (0.87 ) $ (0.85 ) DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31, Year Ended December 31, 2015 Operating expenses $ (19,950 ) $ (17,366 ) $ (18,129 ) $ (19,641 ) Net loss attributable to common stockholders $ (20,377 ) $ (17,961 ) $ (18,786 ) $ (17,239 ) Net loss per share attributable to common stockholders—basic and diluted $ (0.76 ) $ (0.69 ) $ (0.73 ) $ (0.70 ) |
Significant Accounting Polici25
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation The 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 the Company’s estimates. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment. |
Cash Equivalents | Cash Equivalents Cash equivalents consist of short-term, highly liquid investments with an original term of three months or less at the date of purchase. Cash deposits are held by six financial institutions in the United States and two financial institutions in Europe. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s cash and cash equivalent balances with financial institutions exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. |
Debt Issuance Costs | Deferred Financing Costs Deferred financing costs represent financing costs associated with the issuance of new shares of common stock and include only those specific incremental costs directly attributable to the issuance of shares, such as legal, accounting, printing, and filing fees. Deferred financing costs are offset against proceeds from the issuance within stockholders’ equity on the consolidated balance sheet upon the completion of the transaction. Debt Issuance Costs Debt issuance costs consisting of financing costs incurred by the Company in connection with the closing of the 2014 Convertible Notes (as defined in Note 8) are included as a direct deduction from the carrying amount of the 2014 Convertible Notes on the Company’s consolidated balance sheets. The Company amortizes debt issuance costs through the earlier of maturity or the conversion of the 2014 Convertible Notes using the effective interest method. |
Debt Discounts | Debt Discounts Debt discounts consist of fees and expenses incurred by the Company in connection with the closing of Aerie’s 2014 Convertible Notes that were paid directly to the note holders. The Company amortizes debt discounts through the earlier of maturity or the conversion of the 2014 Convertible Notes using the effective interest method. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs represent financing costs associated with the issuance of new shares of common stock and include only those specific incremental costs directly attributable to the issuance of shares, such as legal, accounting, printing, and filing fees. Deferred financing costs are offset against proceeds from the issuance within stockholders’ equity on the consolidated balance sheet upon the completion of the transaction. Debt Issuance Costs Debt issuance costs consisting of financing costs incurred by the Company in connection with the closing of the 2014 Convertible Notes (as defined in Note 8) are included as a direct deduction from the carrying amount of the 2014 Convertible Notes on the Company’s consolidated balance sheets. The Company amortizes debt issuance costs through the earlier of maturity or the conversion of the 2014 Convertible Notes using the effective interest method. |
Furniture, Fixtures and Equipment, Net | Furniture, Fixtures and Equipment, Net Furniture, fixtures and equipment is recorded at historical cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. Repairs and maintenance are expensed when incurred. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the determination of net income. |
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 three 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, along with maintenance and training costs, are expensed as incurred. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred and include, but are not limited to: • Employee-related expenses including salaries, benefits, travel and stock-based compensation expense for research and development personnel; • expenses incurred under agreements with contract research organizations (“CROs”), contract manufacturing organizations and service providers that assist in conducting clinical and preclinical studies; • costs associated with preclinical activities and development activities; • costs associated with regulatory operations; and • depreciation expense for assets used in research and development activities. Costs for certain development activities, such as clinical studies, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided to the Company by its vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the patterns of costs incurred, and are reflected in the consolidated financial statements as prepaid expenses or accrued expenses as deemed appropriate. |
Stock-Based Compensation | Stock-Based Compensation Compensation cost of stock-based awards granted to employees is measured at grant date, based on the estimated fair value of the award. The Company estimates the fair value of stock options using a Black-Scholes option pricing model. Compensation cost for options granted to non-employees is determined as the fair value of consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. The fair value of restricted stock awards (“RSAs”) is determined based on the fair value of Aerie’s common stock on the date of grant. Stock-based compensation costs are expensed on a straight-line basis (net of estimated forfeitures) over the relevant vesting period. The fair value of unvested awards granted to non-employees is re-measured each period until the related service is complete. Compensation expense for employee stock purchase plan rights (“stock purchase rights”) is measured and recognized on the date that Aerie becomes obligated to issue shares of common stock and is based on the difference between the fair value of Aerie’s common stock and the purchase price on such date. All stock-based compensation expense is recorded between general and administrative and research and development costs in the consolidated statements of operations based upon the underlying employees roles within the Company. As a result of the taxable gain recognized in connection with the IP Assignment, during the year ended December 31, 2015 , the Company utilized certain net operating losses, including $462,978 in excess tax benefits related to stock-based compensation, to offset taxable income. In accordance with ASC 718, this excess tax benefit was recorded in additional paid-in capital for the year ended December 31, 2015. |
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 Comprehensive loss on the consolidated statements of operations and comprehensive loss and in Accumulated other comprehensive loss on the consolidated balance sheets. For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded unrealized gains of $111,000 and unrealized losses of $72,000 and $107,000 , respectively. 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 years ended December 31, 2016 , 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. |
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. |
Stock Purchase Warrants | Stock Purchase Warrants The Company accounts for its stock purchase warrants as either equity or liabilities based upon the characteristics and provisions of the underlying instruments. Warrants classified as equity are recorded at their fair value on the date of issuance as additional paid-in capital on the consolidated balance sheets and no further adjustments are made to their valuation. Warrants classified as liabilities are recorded at their fair value on the date of issuance and are re-measured on each subsequent balance sheet date until the earlier of the exercise or expiration of the applicable warrants or until such time that the warrants are no longer determined to be derivative instruments. The fair value changes are recognized as income (decreases in fair value) or expense (increases in fair value) in Other income (expense), net in the consolidated statements of operations and comprehensive loss. The fair value of these liabilities is estimated using the Black-Scholes method, which, under the Company’s facts and circumstances, approximates, in all material respects, the values determined when using a Monte Carlo simulation. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss includes changes in stockholders’ equity that are excluded from net income (loss), specifically changes in unrealized gains and losses on the Company’s available-for-sale securities. |
Income Taxes | Income Taxes Deferred tax assets or liabilities are recorded for temporary differences between financial statement and tax basis of assets and liabilities, using enacted rates in effect for the year in which the differences are expected to reverse. The Company recognizes the impact of an uncertain tax position in the consolidated financial statements only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. |
Tax Valuation Allowance | Tax Valuation Allowance A valuation allowance is recorded if it is more likely than not that a deferred tax asset will not be realized. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In October 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-16, which eliminates the exception to the principle in ASC 740, Income Taxes, that generally requires comprehensive recognition of current and deferred income taxes for all intra-entity sales of assets other than inventory. As a result, a reporting entity would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. The new standard is effective for the Company for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted, and must be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and disclosures. In June 2016, the FASB issued ASU 2016-13, which requires that financial assets measured at amortized cost be presented at the net amount expected to be collected. Currently, U.S. GAAP delays recognition of the full amount of credit losses until the loss is probable of occurring. Under this new standard, the income statement will reflect an entity’s current estimate of all expected credit losses. The measurement of expected credit losses will be based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. The new standard is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The new guidance prescribes different transition methods for the various provisions. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and disclosures. In March 2016, the FASB issued ASU 2016-09, which provides guidance related to how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new standard is effective for the Company for annual periods beginning after December 15, 2016 and for annual and interim periods thereafter, with early adoption permitted. The new guidance prescribes different transition methods for the various provisions. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and for those leases that have lease terms of more than 12 months. The guidance is effective for annual periods beginning after December 15, 2018, and all annual and interim periods thereafter, with early adoption permitted, and must be adopted using a modified retrospective transition approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and provides for certain practical expedients. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and disclosures. In January 2016, the FASB issued ASU 2016-01, which provides guidance related to the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The guidance is effective for annual periods beginning after December 15, 2017, and all annual and interim periods thereafter, with early adoption permitted. The new guidance prescribes different transition methods for the various provisions. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and disclosures. 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 adopted this standard on December 31, 2016. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures. |
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, Aerie’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 Polici26
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Diluted EPS | The Aerie’s potential common stock equivalents that have been excluded from the computation of Diluted EPS for all periods presented consist of the following: DECEMBER 31, 2016 2015 2014 2014 Convertible Notes (1) 5,040,323 5,040,323 5,040,323 Outstanding stock options 5,255,930 4,583,586 3,826,459 Stock purchase warrants 157,500 157,500 309,506 Unvested restricted common stock awards 164,194 119,993 103,064 (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) | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense), Net | Other income (expense), net consists of the following: YEAR ENDED DECEMBER 31, (in thousands) 2016 2015 2014 Interest and amortization expense $ (2,537 ) $ (2,493 ) $ (628 ) Sale of New Jersey state tax benefit — 2,898 2,288 Investment and other income, net 543 457 179 $ (1,994 ) $ 862 $ 1,839 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash, Cash Equivalents and Investments | Cash, cash equivalents and investments as of December 31, 2016 included the following: GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR (in thousands) COST GAINS LOSSES VALUE Cash and cash equivalents: Cash and money market accounts $ 196,445 $ — $ — $ 196,445 Commercial paper 1,500 — — 1,500 Total cash and cash equivalents $ 197,945 $ — $ — $ 197,945 Investments: Certificates of deposit (due within 1 year) $ 6,920 $ 4 $ (1 ) $ 6,923 Corporate bonds (due within 1 year) 27,615 4 (75 ) 27,544 Government agencies (due within 1 year) 1,250 — — 1,250 Total investments $ 35,785 $ 8 $ (76 ) $ 35,717 Total cash, cash equivalents, and investments $ 233,730 $ 8 $ (76 ) $ 233,662 Cash, cash equivalents and investments as of December 31, 2015 included the following: GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR (in thousands) COST GAINS LOSSES VALUE Cash and cash equivalents: Cash and money market accounts $ 91,060 $ — $ — $ 91,060 Total cash and cash equivalents $ 91,060 $ — $ — $ 91,060 Investments: Certificates of deposit (due within 1 year) $ 13,611 $ 1 $ (7 ) $ 13,605 Certificates of deposit (due within 2 years) 4,760 — (10 ) 4,750 Commercial paper (due within 1 year) 5,977 — (11 ) 5,966 Corporate bonds (due within 1 year) 24,002 — (65 ) 23,937 Corporate bonds (due within 2 years) 9,142 — (84 ) 9,058 Government agencies (due within 1 year) 1,997 — (3 ) 1,994 Total investments $ 59,489 $ 1 $ (180 ) $ 59,310 Total cash, cash equivalents, and investments $ 150,549 $ 1 $ (180 ) $ 150,370 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 DECEMBER 31, 2016 (in thousands) LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Cash and cash equivalents: Cash and money market accounts $ 196,445 $ — $ — $ 196,445 Commercial paper — 1,500 — 1,500 Total cash and cash equivalents: $ 196,445 $ 1,500 $ — $ 197,945 Investments: Certificates of deposit $ — $ 6,923 $ — $ 6,923 Corporate bonds — 27,544 — 27,544 Government agencies — 1,250 — 1,250 Total investments $ — $ 35,717 $ — $ 35,717 Total cash, cash equivalents, and investments: $ 196,445 $ 37,217 $ — $ 233,662 FAIR VALUE MEASUREMENTS AS OF DECEMBER 31, 2015 (in thousands) LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Cash and cash equivalents: Cash and money market accounts $ 91,060 $ — $ — $ 91,060 Total cash and cash equivalents: $ 91,060 $ — $ — $ 91,060 Investments: Certificates of deposit $ — $ 18,355 $ — $ 18,355 Commercial paper — 5,966 — 5,966 Corporate bonds — 32,995 — 32,995 Government agencies — 1,994 — 1,994 Total investments $ — $ 59,310 $ — $ 59,310 Total cash, cash equivalents, and investments: $ 91,060 $ 59,310 $ — $ 150,370 |
Furniture, Fixtures and Equip30
Furniture, Fixtures and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Furniture, Fixtures and Equipment, Net | Furniture, fixtures and equipment, net consists of the following: (in thousands) ESTIMATED USEFUL LIVES (YEARS) DECEMBER 31, 2016 2015 Manufacturing equipment 10 $ 4,384 $ 988 Laboratory equipment 7 2,537 1,619 Furniture and fixtures 5 808 491 Software and computer equipment 3 1,732 1,695 Leasehold improvements Term of lease 641 298 $ 10,102 $ 5,091 Less: Accumulated depreciation (2,245 ) (1,275 ) $ 7,857 $ 3,816 |
Accounts Payable & Other Curr31
Accounts Payable & Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Other Current Liabilities | Accounts payable and other current liabilities consist of the following: DECEMBER 31, (in thousands) 2016 2015 Accounts payable $ 5,610 $ 1,629 Accrued expenses and other liabilities: Employee benefits and compensation related accruals (1) 4,111 3,085 General and administrative related accruals (2) 2,908 2,389 Research and development related accruals (3) 6,191 7,741 Accrued income taxes (4) — 1,721 $ 18,820 $ 16,565 (1) Comprised of accrued bonus, accrued vacation and other employee related expenses, and liabilities under the Company’s employee stock purchase plan. (2) Comprised of accruals such as outside professional fees and other business related expenses. (3) Comprised of accruals such as fees for investigative sites, contract research organizations, contract manufacturing organizations and other service providers that assist in conducting preclinical research studies and clinical trials. (4) Accrued income taxes were the result of the taxable gain associated with the IP Assignment that occurred in March 2015 and were paid in the three months ended March 31, 2016. Refer to Note 9 for a description of the tax impact of the IP Assignment. |
Convertible Notes Convertible N
Convertible Notes Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Debt | The table below summarizes the carrying value of the 2014 Convertible Notes as of December 31, 2016 : (in thousands) DECEMBER 31, 2016 Gross proceeds $ 125,000 Initial value of issuance costs recorded as debt discount (2,146 ) Amortization of debt discount and issuance costs 685 Carrying value $ 123,539 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Provision for Income Taxes | The provision for income taxes is based on net loss before income taxes as follows: DECEMBER 31, (in thousands) 2016 2015 2014 Net loss before income taxes: United States $ (88,123 ) $ (59,211 ) $ (48,133 ) Other (10,743 ) (15,013 ) — Net loss before income taxes $ (98,866 ) $ (74,224 ) $ (48,133 ) The components of the provision for income taxes are as follows: DECEMBER 31, (dollars in thousands) 2016 2015 2014 Provision for income taxes: Current: United States $ 193 $ 139 $ — Other — — — Total $ 193 $ 139 $ — Deferred: United States $ — $ — $ — Other — — — Total — — — Provision for income taxes $ 193 $ 139 $ — Effective tax rate (0.19 )% (0.19 )% — % |
Summary of Significant Components of Company's Net Deferred Income Tax Assets | Significant components of the Company’s net deferred income tax assets as of December 31, 2016 and 2015 consist of the following: DECEMBER 31, (in thousands) 2016 2015 Net deferred tax assets: Net operating loss carry-forwards $ 39,188 $ 6,335 Share based compensation 11,845 7,231 U.S. tax credit carry-forwards 4,566 3,823 Other assets 1,998 1,488 Other liabilities (860 ) (696 ) Valuation allowance (56,737 ) (18,181 ) Total net deferred income taxes $ — $ — |
Reconciliation of U.S. Statutory Rate and Effective Tax Rate | A reconciliation of the statutory tax rates and the effective tax rates for the years ended December 31, 2016 , 2015 and 2014 is as follows: DECEMBER 31, 2016 2015 2014 U.S. federal tax rate 35.00 % 35.00 % 35.00 % State income taxes, net of federal benefit 5.34 % (0.90 )% 6.13 % Taxable gain resulting from IP Assignment — % (75.31 )% — % Non-taxable foreign loss (2.69 )% (6.98 )% — % Tax deferral from IP Assignment (0.19 )% 3.56 % — % Other (1.45 )% 0.02 % (0.04 )% Valuation allowance (36.20 )% 44.42 % (41.09 )% Effective tax rate (0.19 )% (0.19 )% — % |
Stock Purchase Warrants (Tables
Stock Purchase Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding | As of December 31, 2016 , the following equity classified warrants were outstanding: NUMBER OF UNDERLYING SHARES EXERCISE PRICE PER SHARE WARRANT EXPIRATION DATE TYPE OF EQUITY SECURITY 75,000 $ 5.00 February 2019 Common Stock 75,000 $ 5.00 November 2019 Common Stock 7,500 $ 5.00 August 2020 Common Stock 223,482 $ 0.05 December 2019 Common Stock |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense for Options Granted and Restricted Stock as Reflected in the Statement of Operations | Stock-based compensation expense for options granted, RSAs, and stock purchase rights are reflected in the consolidated statements of operations as follows: YEAR ENDED DECEMBER 31, (in thousands) 2016 2015 2014 Research and development $ 3,781 $ 2,500 $ 1,339 General and administrative 13,013 10,445 7,839 Total $ 16,794 $ 12,945 $ 9,178 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Key weighted average assumptions utilized in the fair value calculation for the underlying common stock as of December 31, 2016 , 2015 and 2014 appear on the table below. YEAR ENDED DECEMBER 31, 2016 2015 2014 Expected term (years) 5.99 6.07 6.25 Expected stock price volatility 83.94 % 74.11 % 80.44 % Risk-free interest rate 1.43 % 1.63 % 1.90 % Dividend yield — % — % — % |
Schedule of Stock Options Activity | The following table summarizes the stock option activity under the Plans: NUMBER OF SHARES WEIGHTED AVERAGE EXERCISE PRICE WEIGHTED AGGREGATE (000’s) Options outstanding at December 31, 2015 4,583,586 $ 12.86 Granted 993,836 20.51 Exercised (166,295 ) 5.71 Canceled (155,197 ) 19.33 Options outstanding at December 31, 2016 5,255,930 $ 14.34 7.4 $ 123,649 Options vested or expected to vest (1) 5,198,266 $ 14.25 7.4 $ 122,751 Options exercisable at December 31, 2016 3,276,694 $ 10.77 6.8 $ 88,745 (1) Includes vested options and options that are expected to vest in the future after applying an estimated annual forfeiture rate. |
Schedule of Stock Options Outstanding and Exercisable Option Plans | The following table provides additional information about stock options that are outstanding and exercisable at December 31, 2016 : EXERCISE OPTIONS OUTSTANDING WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS) OPTIONS EXERCISABLE $0.20 - $3.15 2,116,127 6.2 1,898,863 $10.44 - $15.97 419,188 8.9 105,380 $16.05 - $21.08 1,590,359 8.0 845,903 $22.31 - $26.76 317,781 8.3 125,372 $26.77 - $40.91 812,475 8.6 301,176 5,255,930 3,276,694 |
Schedule of Share-based Compensation, 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, 2015 119,993 $ 20.31 Granted 112,655 15.98 Vested (62,905 ) 13.71 Canceled (5,549 ) 20.04 RSAs outstanding at December 31, 2016 164,194 $ 19.87 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | Minimum lease payments were as follows at December 31, 2016 : (in thousands) 2017 $ 1,449 2018 1,373 2019 1,457 2020 1,339 2021 566 2022 and thereafter 45 Total minimum lease payments $ 6,229 |
Selected Quarterly Financial 37
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Information | The following table presents selected unaudited quarterly financial information for the years ended December 31, 2016 and 2015 . The results for any quarter are not necessarily indicative of future quarterly results and, accordingly, period to period comparisons should not be relied upon as an indication of future performance. FOR THE QUARTER ENDED (in thousands, except per share amounts) DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31, Year Ended December 31, 2016 Operating expenses $ (28,757 ) $ (23,315 ) $ (22,690 ) $ (22,110 ) Net loss attributable to common stockholders $ (29,322 ) $ (23,814 ) $ (23,219 ) $ (22,704 ) Net loss per share attributable to common stockholders—basic and diluted $ (0.87 ) $ (0.81 ) $ (0.87 ) $ (0.85 ) DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31, Year Ended December 31, 2015 Operating expenses $ (19,950 ) $ (17,366 ) $ (18,129 ) $ (19,641 ) Net loss attributable to common stockholders $ (20,377 ) $ (17,961 ) $ (18,786 ) $ (17,239 ) Net loss per share attributable to common stockholders—basic and diluted $ (0.76 ) $ (0.69 ) $ (0.73 ) $ (0.70 ) |
The Company The Company (Detail
The Company The Company (Details) | 12 Months Ended |
Dec. 31, 2016Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of business segments | 1 |
Significant Accounting Polici39
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)Financial_InstitutionSegment$ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Significant Accounting Policies [Line Items] | |||
Number of operating segments | Segment | 1 | ||
Amount insured by FDIC | $ 250,000 | ||
Tax benefits recognized for stock-based compensation | 0 | $ 462,978 | $ 0 |
Unrealized gain/(loss) on available-for-sale investments | 111,000 | (72,000) | (107,000) |
Realized gains (losses) recognized from investment | 0 | 0 | $ 0 |
Interest or penalties accrued for uncertain tax positions | $ 0 | 0 | |
Warrants exercise price (in dollars per share) | $ / shares | $ 0.05 | ||
Convertible debt | 2014 Notes | |||
Significant Accounting Policies [Line Items] | |||
Long-term debt, fair value | $ 209,600,000 | $ 140,100,000 | |
United States | |||
Significant Accounting Policies [Line Items] | |||
Number of financial institutions | Financial_Institution | 6 | ||
Europe | |||
Significant Accounting Policies [Line Items] | |||
Number of financial institutions | Financial_Institution | 2 | ||
Software and Software Development Costs | |||
Significant Accounting Policies [Line Items] | |||
Amortization period for capitalized software costs | 3 years |
Significant Accounting Polici40
Significant Accounting Policies - Schedule of Computation of Diluted EPS (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Convertible notes payable | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common stock equivalents excluded from the computation of diluted net loss (in shares) | 5,040,323 | 5,040,323 | 5,040,323 |
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 (in shares) | 5,255,930 | 4,583,586 | 3,826,459 |
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 (in shares) | 157,500 | 157,500 | 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 (in shares) | 164,194 | 119,993 | 103,064 |
2014 Notes | Convertible debt | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Ownership cap for holder and affiliates (in percentage) | 9.985% |
Other Income (Expense), Net (De
Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Income and Expenses [Abstract] | |||
Interest and amortization expense | $ (2,537) | $ (2,493) | $ (628) |
Sale of New Jersey state tax benefit | 0 | 2,898 | 2,288 |
Investment and other income, net | 543 | 457 | 179 |
Other income (expense), net | $ (1,994) | $ 862 | $ 1,839 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and cash equivalents: | ||||
Cash and cash equivalents | $ 197,945 | $ 91,060 | $ 85,586 | $ 69,649 |
Cash and Cash Equivalents, Fair Value Disclosure | 197,945 | 91,060 | ||
Investments: | ||||
Investments, amortized cost | 35,785 | 59,489 | ||
Investments, gross unrealized gains | 8 | 1 | ||
Investments, gross unrealized losses | (76) | (180) | ||
Investments, fair value | 35,717 | 59,310 | ||
Total cash, cash equivalents, and investments, amortized cost | 233,730 | 150,549 | ||
Total cash, cash equivalents, and investments, fair value | 233,662 | 150,370 | ||
Certificates of deposit (due within 1 year) | ||||
Investments: | ||||
Investments, amortized cost | 6,920 | 13,611 | ||
Investments, gross unrealized gains | 4 | 1 | ||
Investments, gross unrealized losses | (1) | (7) | ||
Investments, fair value | 6,923 | 13,605 | ||
Certificates of deposit (due within 2 years) | ||||
Investments: | ||||
Investments, amortized cost | 4,760 | |||
Investments, gross unrealized gains | 0 | |||
Investments, gross unrealized losses | (10) | |||
Investments, fair value | 4,750 | |||
Commercial paper | ||||
Investments: | ||||
Investments, amortized cost | 5,977 | |||
Investments, gross unrealized gains | 0 | |||
Investments, gross unrealized losses | (11) | |||
Investments, fair value | 5,966 | |||
Corporate bonds (due within 1 year) | ||||
Investments: | ||||
Investments, amortized cost | 27,615 | 24,002 | ||
Investments, gross unrealized gains | 4 | 0 | ||
Investments, gross unrealized losses | (75) | (65) | ||
Investments, fair value | 27,544 | 23,937 | ||
Corporate bonds (due within 2 years) | ||||
Investments: | ||||
Investments, amortized cost | 9,142 | |||
Investments, gross unrealized gains | 0 | |||
Investments, gross unrealized losses | (84) | |||
Investments, fair value | 9,058 | |||
Government agencies (due within 1 year) | ||||
Investments: | ||||
Investments, amortized cost | 1,250 | 1,997 | ||
Investments, gross unrealized gains | 0 | 0 | ||
Investments, gross unrealized losses | 0 | (3) | ||
Investments, fair value | 1,250 | 1,994 | ||
Cash and money market accounts | ||||
Cash and cash equivalents: | ||||
Cash and cash equivalents | 196,445 | 91,060 | ||
Cash and Cash Equivalents, Fair Value Disclosure | 196,445 | $ 91,060 | ||
Commercial paper | ||||
Cash and cash equivalents: | ||||
Cash and cash equivalents | 1,500 | |||
Cash and Cash Equivalents, Fair Value Disclosure | $ 1,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | $ 197,945 | $ 91,060 |
Total investments | 35,717 | 59,310 |
Total cash, cash equivalents, and investments: | 233,662 | 150,370 |
Fair value, inputs, level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 196,445 | 91,060 |
Total investments | 0 | 0 |
Total cash, cash equivalents, and investments: | 196,445 | 91,060 |
Fair value, inputs, level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 1,500 | 0 |
Total investments | 35,717 | 59,310 |
Total cash, cash equivalents, and investments: | 37,217 | 59,310 |
Fair value, inputs, level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 0 | 0 |
Total cash, cash equivalents, and investments: | 0 | 0 |
Convertible debt | 2014 Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 209,600 | 140,100 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 6,923 | 18,355 |
Certificates of deposit | Fair value, inputs, level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 6,923 | 18,355 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 5,966 | |
Commercial paper | Fair value, inputs, level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 5,966 | |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 27,544 | 32,995 |
Corporate bonds | Fair value, inputs, level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 27,544 | 32,995 |
Government agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 1,250 | 1,994 |
Government agencies | Fair value, inputs, level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 1,250 | 1,994 |
Cash and money market accounts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 196,445 | 91,060 |
Cash and money market accounts | Fair value, inputs, level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 196,445 | $ 91,060 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 1,500 | |
Commercial paper | Fair value, inputs, level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 0 | |
Commercial paper | Fair value, inputs, level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | $ 1,500 |
Furniture, Fixtures and Equip44
Furniture, Fixtures and Equipment, Net - Furniture, Fixtures and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 10,102 | $ 5,091 |
Less: Accumulated depreciation | (2,245) | (1,275) |
Property and equipment, net | $ 7,857 | $ 3,816 |
Manufacturing Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (years) | 10 years | 10 years |
Property and equipment, gross | $ 4,384 | $ 988 |
Laboratory Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (years) | 7 years | 7 years |
Property and equipment, gross | $ 2,537 | $ 1,619 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (years) | 5 years | 5 years |
Property and equipment, gross | $ 808 | $ 491 |
Software and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (years) | 3 years | 3 years |
Property and equipment, gross | $ 1,732 | $ 1,695 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 641 | $ 298 |
Furniture, Fixtures and Equip45
Furniture, Fixtures and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 970 | $ 252 | $ 73 |
Accounts Payable & Other Curr46
Accounts Payable & Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 5,610 | $ 1,629 |
Accrued expenses and other liabilities: | ||
Employee benefits and compensation related accruals | 4,111 | 3,085 |
General and administrative related accruals | 2,908 | 2,389 |
Research and development related accruals | 6,191 | 7,741 |
Accrued income taxes | 0 | 1,721 |
Accounts payable and other current liabilities | $ 18,820 | $ 16,565 |
Convertible Notes - Narrative (
Convertible Notes - Narrative (Details) | Mar. 31, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)d$ / sharesshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||||
Principal amount of debt issued | $ 125,000,000 | ||||
Maturity period for 2014 convertible notes | 7 years | ||||
Convertible debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount of debt issued | $ 125,000,000 | ||||
Legal fees | $ 1,300,000 | ||||
Initial conversion rate (in percentage) | 0.04032 | ||||
Maximum increase to initial conversion rate (in shares) | shares | 0.01207 | ||||
Unamortized debt discounts | $ 1,500,000 | ||||
Convertible debt | 2014 Notes | |||||
Debt Instrument [Line Items] | |||||
Convertible notes, interest rate (in percentage) | 1.75% | ||||
Debt instrument, convertible, stock price trigger (in dollars per share) | $ / shares | $ 30 | ||||
Debt instrument, convertible, threshold trading days | d | 30 | ||||
Transaction fee for debt issuance | 625,000 | $ 625,000 | |||
Debt instrument, fee amount | $ 250,000 | $ 250,000 | |||
Ownership cap for holder and affiliates (in percentage) | 9.985% | ||||
Conversion price of notes (in dollars per share) | $ / shares | $ 24.80 | ||||
Initial conversion, premium over closing price (in percentage) | 30.00% | ||||
Default provisions, qualifying percentage of ownership (more than) | 50.00% | ||||
Interest expense related to 2014 convertible note | $ 2,200,000 | $ 2,200,000 | $ 551,000 | ||
Convertible debt | 2014 Notes | |||||
Debt Instrument [Line Items] | |||||
Ownership cap for holder and affiliates (in percentage) | 9.985% | ||||
Subsidiaries | Convertible debt | |||||
Debt Instrument [Line Items] | |||||
Percentage of voting rights pledged as collateral | 65.00% |
Convertible Notes - Reconciliat
Convertible Notes - Reconciliation of Convertible Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Gross proceeds | $ 125,000 | |
Initial value of issuance costs recorded as debt discount | (2,146) | |
Amortization of debt discount and issuance costs | 685 | |
Carrying value | $ 123,539 | $ 123,236 |
Income Taxes Income Taxes - Pro
Income Taxes Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net loss before income taxes: | |||
Net loss before income taxes | $ (98,866) | $ (74,224) | $ (48,133) |
Current: | |||
United States | 193 | 139 | 0 |
Other | 0 | 0 | 0 |
Current Income Tax Expense (Benefit) | 193 | 139 | 0 |
Deferred: | |||
United States | 0 | 0 | 0 |
Other | 0 | 0 | 0 |
Deferred Income Tax Expense (Benefit) | 0 | 0 | 0 |
Income Tax Expense (Benefit) | $ 193 | $ 139 | $ 0 |
Effective tax rate (in percentage) | (0.19%) | (0.19%) | 0.00% |
United States | |||
Net loss before income taxes: | |||
Net loss before income taxes | $ (88,123) | $ (59,211) | $ (48,133) |
Other | |||
Net loss before income taxes: | |||
Net loss before income taxes | $ (10,743) | $ (15,013) | $ 0 |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Company's Net Deferred Income Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Net deferred tax assets: | ||
Net operating loss carry-forwards | $ 39,188 | $ 6,335 |
Share based compensation | 11,845 | 7,231 |
U.S. tax credit carry-forwards | 4,566 | 3,823 |
Other assets | 1,998 | 1,488 |
Other liabilities | (860) | (696) |
Valuation allowance | (56,737) | (18,181) |
Total net deferred income taxes | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.S. Statutory Rate and Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal tax rate (in percentage) | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit (in percentage) | 5.34% | (0.90%) | 6.13% |
Taxable gain resulting from 2015 IP Assignment (in percentage) | 0.00% | (75.31%) | 0.00% |
Non-taxable foreign loss (in percentage) | (2.69%) | (6.98%) | 0.00% |
Tax deferral from 2015 IP Assignment (in percentage) | (0.19%) | 3.56% | 0.00% |
Other (in percentage) | (1.45%) | 0.02% | (0.04%) |
Valuation allowance (in percentage) | (36.20%) | 44.42% | (41.09%) |
Effective tax rate (in percentage) | (0.19%) | (0.19%) | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Tax Credit Carryforward [Line Items] | |||
Transfer of tax benefit to unrelated business | $ 3,100,000 | ||
Net proceeds from transfer of tax benefit to unrelated business | $ 2,900,000 | ||
Income tax expense recorded in prepaid asset | $ 2,800,000 | ||
Deferred tax liability related to investments | $ 0 | ||
Federal tax authority | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carry-forwards | 104,100,000 | ||
State tax authority | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carry-forwards | 122,500,000 | ||
Non-qualified stock options | Federal tax authority | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carry-forwards | 8,900,000 | ||
Non-qualified stock options | State tax authority | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carry-forwards | 2,300,000 | ||
Income Tax Expense | |||
Tax Credit Carryforward [Line Items] | |||
Amortization of prepaid expense | $ 193,000 | $ 139,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Sep. 15, 2016USD ($)$ / sharesshares | Nov. 03, 2014USD ($) | Sep. 30, 2014USD ($) | Oct. 30, 2013USD ($)$ / sharesshares | Dec. 31, 2016USD ($)vote | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($)shares |
Class of Stock [Line Items] | ||||||||
Common stock initial public offering (in shares) | shares | 7,728,000 | |||||||
Common stock, offering price per share (in dollars per share) | $ / shares | $ 10 | |||||||
Net proceeds from initial public offering | $ 68,300,000 | |||||||
Proceeds from convertible debt | $ 0 | $ 0 | $ 122,853,000 | |||||
Shelf registration statement, aggregate dollar amount | 0 | |||||||
Proceeds from sale of common stock | $ 168,479,000 | $ 50,451,000 | $ 0 | |||||
Number of voting rights | vote | 1 | |||||||
Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Shelf registration statement, aggregate dollar amount | $ 150,000,000 | |||||||
Cantor Fitzgerald and Co. | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued and sold under sales agreement (in shares) | shares | 5,933,712 | |||||||
Proceeds from sale of common stock | $ 71,000,000 | $ 146,600,000 | ||||||
Sale of stock, commissions, percentage of gross sales (up to) | 3.00% | |||||||
New shares issued under shelf registration (in shares) | shares | 2,542,373 | |||||||
Price per share issued under underwriting agreement (in dollars per share) | $ / shares | $ 29.50 | |||||||
Underwriting discounts, fees and expenses | $ 4,000,000 | |||||||
RBC Capital Markets LLC and Cantor Fitzgerald and Co | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Shelf registration statement, aggregate dollar amount | $ 96,200,000 | |||||||
Common stock issued and sold under sales agreement (in shares) | shares | 4,179,156 | |||||||
Convertible debt | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from convertible debt | $ 122,900,000 |
Stock Purchase Warrants - Sched
Stock Purchase Warrants - Schedule of Warrants Outstanding (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Exercise price per share (in dollars per share) | $ 0.05 |
February 2019 | Common Stock | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right expiration year and month | 2019-02 |
Number of underlying shares (in shares) | shares | 75,000 |
Exercise price per share (in dollars per share) | $ 5 |
November 2019 | Common Stock | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right expiration year and month | 2019-11 |
Number of underlying shares (in shares) | shares | 75,000 |
Exercise price per share (in dollars per share) | $ 5 |
August 2020 | Common Stock | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right expiration year and month | 2020-08 |
Number of underlying shares (in shares) | shares | 7,500 |
Exercise price per share (in dollars per share) | $ 5 |
December 2019 | Common Stock | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right expiration year and month | 2019-12 |
Number of underlying shares (in shares) | shares | 223,482 |
Exercise price per share (in dollars per share) | $ 0.05 |
Stock Purchase Warrants - Addit
Stock Purchase Warrants - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Weighted average remaining lives | 2 years 9 months 7 days |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-based Compensation Expense for Options Granted and Restricted Stock as Reflected in the Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 16,794 | $ 12,945 | $ 9,178 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 3,781 | 2,500 | 1,339 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 13,013 | $ 10,445 | $ 7,839 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 30, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 07, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding, weighted average remaining contractual life | 7 years 4 months 39 days | ||||
Stock-based awards, shares granted (in shares) | 993,836 | ||||
Weighted average grant date fair value (in dollars per share) | $ 20.51 | $ 24.83 | $ 20.83 | ||
Aggregate intrinsic value of options exercised | $ 3.9 | $ 4.3 | $ 10.5 | ||
Estimated fair value of common stock (in dollars per share) | $ 37.85 | ||||
Aerie pharmaceutical stock plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 26.7 | ||||
Compensation cost, weighted average recognition period | 2 years 4 months 24 days | ||||
Options outstanding, weighted average remaining contractual life | 7 years 5 months 9 days | ||||
Stock-based awards, shares granted (in shares) | 0 | ||||
2013 equity plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity awards (in shares) | 5,729,068 | ||||
Inducement Award Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity awards (in shares) | 418,000 | ||||
Minimum | Aerie pharmaceutical stock plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based awards, expiration period | 1 year | ||||
Maximum | Aerie pharmaceutical stock plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based awards, expiration period | 4 years | ||||
Restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost, weighted average recognition period | 2 years 6 months | ||||
Unrecognized compensation expense | $ 2.3 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Key Assumptions Utilized in Fair Value Calculation (Details) - Stock options | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 5 years 11 months 25 days | 6 years 26 days | 6 years 3 months |
Expected stock price volatility (in percentage) | 83.94% | 74.11% | 80.44% |
Risk-free interest rate (in percentage) | 1.43% | 1.63% | 1.90% |
Dividend yield (in percentage) | 0.00% | 0.00% | 0.00% |
Stock-based Compensation Stock-
Stock-based Compensation Stock-based Compensation - Schedule of Stock Options Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
NUMBER OF SHARES | |
Options outstanding at beginning of year (in shares) | shares | 4,583,586 |
Granted (in shares) | shares | 993,836 |
Exercised (in shares) | shares | (166,295) |
Canceled (in shares) | shares | (155,197) |
Options outstanding at end of year (in shares) | shares | 5,255,930 |
Options vested or expected to vest (in shares) | shares | 5,198,266 |
Options exercisable at end of year (in shares) | shares | 3,276,694 |
WEIGHTED AVERAGE EXERCISE PRICE | |
Options outstanding at beginning of year, weighted average exercise price (in dollars per share) | $ / shares | $ 12.86 |
Granted (in dollars per share) | $ / shares | 20.51 |
Exercised (in dollars per share) | $ / shares | 5.71 |
Canceled (in dollars per share) | $ / shares | 19.33 |
Options outstanding at end of year, weighted average exercise price (in dollars per share) | $ / shares | 14.34 |
Options vested and expected to vest (in dollars per share) | $ / shares | 14.25 |
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 10.77 |
WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS) | |
Options outstanding (in years) | 7 years 4 months 39 days |
Options vested and expected to vest (in years) | 7 years 4 months 35 days |
Options exercisable (in years) | 6 years 10 months 5 days |
AGGREGATE INTRINSIC VALUE | |
Options outstanding | $ | $ 123,649 |
Options vested and expected to vest | $ | 122,751 |
Options exercisable | $ | $ 88,745 |
Stock-based Compensation - Sc60
Stock-based Compensation - Schedule of Stock Options Outstanding and Exercisable Option Plans (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options outstanding (in shares) | 5,255,930 |
Options exercisable (in shares) | 3,276,694 |
$0.20 - $3.15 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options outstanding (in shares) | 2,116,127 |
Options outstanding, weighted average remaining contractual life (in years) | 6 years 2 months 12 days |
Options exercisable (in shares) | 1,898,863 |
$10.44 - $15.97 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options outstanding (in shares) | 419,188 |
Options outstanding, weighted average remaining contractual life (in years) | 8 years 10 months 24 days |
Options exercisable (in shares) | 105,380 |
$16.05 - $21.08 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options outstanding (in shares) | 1,590,359 |
Options outstanding, weighted average remaining contractual life (in years) | 8 years |
Options exercisable (in shares) | 845,903 |
$22.31 - $26.76 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options outstanding (in shares) | 317,781 |
Options outstanding, weighted average remaining contractual life (in years) | 8 years 3 months 18 days |
Options exercisable (in shares) | 125,372 |
$26.77 - $40.91 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options outstanding (in shares) | 812,475 |
Options outstanding, weighted average remaining contractual life (in years) | 8 years 7 months 6 days |
Options exercisable (in shares) | 301,176 |
Minimum | $0.20 - $3.15 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 0.20 |
Minimum | $10.44 - $15.97 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | 10.44 |
Minimum | $16.05 - $21.08 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | 16.05 |
Minimum | $22.31 - $26.76 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | 22.31 |
Minimum | $26.77 - $40.91 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower range limit (in dollars per share) | $ / shares | 26.77 |
Maximum | $0.20 - $3.15 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, upper range limit (in dollars per share) | $ / shares | 3.15 |
Maximum | $10.44 - $15.97 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, upper range limit (in dollars per share) | $ / shares | 15.97 |
Maximum | $16.05 - $21.08 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, upper range limit (in dollars per share) | $ / shares | 21.08 |
Maximum | $22.31 - $26.76 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, upper range limit (in dollars per share) | $ / shares | 26.76 |
Maximum | $26.77 - $40.91 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 40.91 |
Stock-based Compensation - Sc61
Stock-based Compensation - Schedule of Restricted Stock Activity (Details) - Restricted stock | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
NUMBER OF SHARES | |
RSAs outstanding, beginning (in shares) | shares | 119,993 |
Granted, number of shares (in shares) | shares | 112,655 |
Vested (in shares) | shares | (62,905) |
Cancelled (in shares) | shares | (5,549) |
RSAs outstanding, ending (in shares) | shares | 164,194 |
WEIGHTED AVERAGE FAIR VALUE PER SHARE | |
RSAs outstanding, weighted average exercise price, beginning (in dollars per share) | $ / shares | $ 20.31 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | 15.98 |
Vested, Weighted average exercise price (in dollars per share) | $ / shares | 13.71 |
Cancelled, weighted average exercise price (in dollars per share) | $ / shares | 20.04 |
RSAs outstanding, weighted average exercise price, ending (in dollars per share) | $ / shares | $ 19.87 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 1,449 |
2,018 | 1,373 |
2,019 | 1,457 |
2,020 | 1,339 |
2,021 | 566 |
2022 and thereafter | 45 |
Total minimum lease payments | $ 6,229 |
Commitments and Contingencies63
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 1,400 | $ 1,500 | $ 579 |
Future minimum commitments under non-cancelable agreement | $ 310 |
Benefit Plans (Details)
Benefit Plans (Details) - USD ($) | Oct. 30, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
401 (K) Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee contribution, statutory limitation | $ 18,000 | $ 18,000 | ||
Contributions by employer | $ 0 | 0 | $ 0 | |
Employee stock purchase plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Purchase price of stock as a percentage of fair market value | 85.00% | |||
Maximum value of shares that can be purchased | $ 25,000 | |||
Shares reserved for future issuance (up to) (in shares) | 645,814 | |||
Aerie Ireland Limited | 401 (K) Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contributions by employer | $ 25,000 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent events ft² in Thousands, $ in Millions | 1 Months Ended |
Jan. 31, 2017USD ($)ft² | |
Subsequent Event [Line Items] | |
Interior floor space leased | ft² | 30 |
Amount due upon the company's initial break option | $ | $ 2.5 |
Selected Quarterly Financial 66
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating expenses | $ (28,757) | $ (23,315) | $ (22,690) | $ (22,110) | $ (19,950) | $ (17,366) | $ (18,129) | $ (19,641) | $ (96,872) | $ (75,086) | $ (49,972) |
Net loss attributable to common stockholders | $ (29,322) | $ (23,814) | $ (23,219) | $ (22,704) | $ (20,377) | $ (17,961) | $ (18,786) | $ (17,239) | $ (99,059) | $ (74,363) | $ (48,133) |
Net loss per share attributable to common stockholders—basic and diluted (in dollars per share) | $ (0.87) | $ (0.81) | $ (0.87) | $ (0.85) | $ (0.76) | $ (0.69) | $ (0.73) | $ (0.70) | $ (3.40) | $ (2.88) | $ (2) |