Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 27, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | AERI | |
Entity Registrant Name | AERIE PHARMACEUTICALS INC | |
Entity CIK | 1,337,553 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 36,340,622 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 242,650 | $ 197,945 |
Short-term investments | 65,269 | 35,717 |
Prepaid expenses and other current assets | 2,057 | 4,028 |
Total current assets | 309,976 | 237,690 |
Property, plant and equipment, net | 14,391 | 7,857 |
Other assets | 2,617 | 2,707 |
Total assets | 326,984 | 248,254 |
Current liabilities | ||
Accounts payable and other current liabilities | 13,265 | 18,820 |
Interest payable | 545 | 551 |
Total current liabilities | 13,810 | 19,371 |
Convertible notes, net | 123,692 | 123,539 |
Other non-current liabilities | 4,440 | 0 |
Total liabilities | 141,942 | 142,910 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value; 15,000,000 shares authorized as of June 30, 2017 and December 31, 2016; None issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 150,000,000 shares authorized as of June 30, 2017 and December 31, 2016; 36,337,542 and 33,458,607 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 36 | 33 |
Additional paid-in capital | 555,930 | 422,002 |
Accumulated other comprehensive loss | (81) | (68) |
Accumulated deficit | (370,843) | (316,623) |
Total stockholders’ equity | 185,042 | 105,344 |
Total liabilities and stockholders’ equity | $ 326,984 | $ 248,254 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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) | 36,337,542 | 33,458,607 |
Common stock, shares outstanding (in shares) | 36,337,542 | 33,458,607 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Operating expenses | ||||
Selling, general and administrative | $ 17,153 | $ 9,386 | $ 31,628 | $ 19,187 |
Research and development | 10,615 | 13,304 | 21,569 | 25,613 |
Total operating expenses | 27,768 | 22,690 | 53,197 | 44,800 |
Loss from operations | (27,768) | (22,690) | (53,197) | (44,800) |
Other income (expense), net | (618) | (482) | (930) | (1,030) |
Net loss before income taxes | (28,386) | (23,172) | (54,127) | (45,830) |
Income tax expense | 47 | 47 | 93 | 93 |
Net loss | $ (28,433) | $ (23,219) | $ (54,220) | $ (45,923) |
Net loss per share attributable to common stockholders—basic and diluted (in dollars per share) | $ (0.82) | $ (0.87) | $ (1.58) | $ (1.72) |
Weighted average number of common shares outstanding—basic and diluted (in shares) | 34,783,195 | 26,773,337 | 34,283,073 | 26,748,301 |
Net loss | $ (28,433) | $ (23,219) | $ (54,220) | $ (45,923) |
Net Income (Loss) Attributable to Parent | (28,433) | (23,219) | (54,220) | (45,923) |
Unrealized gain (loss) on available-for-sale investments | 24 | 58 | (13) | 169 |
Comprehensive loss | $ (28,409) | $ (23,161) | $ (54,233) | $ (45,754) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (54,220) | $ (45,923) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 600 | 457 |
Amortization of deferred financing costs and debt discount | 153 | 151 |
Amortization and accretion of premium or discount on available-for-sale investments, net | 60 | 275 |
Stock-based compensation | 11,515 | 7,415 |
Unrealized foreign exchange loss | 365 | 0 |
Changes in operating assets and liabilities | ||
Prepaid, current and other assets | 1,765 | 791 |
Accounts payable and other current liabilities | (6,024) | (2,998) |
Net cash used in operating activities | (45,786) | (39,832) |
Cash flows from investing activities | ||
Purchase of available-for-sale investments | (54,427) | (19,228) |
Proceeds from sales and maturities of investments | 24,801 | 24,815 |
Purchase of property, plant and equipment | (2,594) | (459) |
Net cash (used in) provided by investing activities | (32,220) | 5,128 |
Cash flows from financing activities | ||
Proceeds from sale of common stock, net | 122,046 | 2,043 |
Proceeds related to issuance of stock for stock-based compensation arrangements, net | 665 | 120 |
Net cash provided by financing activities | 122,711 | 2,163 |
Net change in cash and cash equivalents | 44,705 | (32,541) |
Beginning of period | 197,945 | 91,060 |
End of period | 242,650 | 58,519 |
Supplemental disclosures | ||
Income taxes paid | 0 | 1,789 |
Interest paid | $ 540 | 1,096 |
Build-to-suit lease transaction |
The Company
The Company | 6 Months Ended |
Jun. 30, 2017 | |
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 first-in-class therapies for the treatment of 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-U.S. 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 U.S. 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 current 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 7). If the Company does not successfully commercialize any of its current 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 | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The Company’s interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K. The results for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. Principles of Consolidation The interim condensed 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. 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 condensed consolidated statements of operations and comprehensive loss and in accumulated other comprehensive loss on the condensed consolidated balance sheets. Realized gains and losses are determined using the specific identification method and are included as a component of other income (expense), net (Note 3). There were no realized gains or losses recognized for the three and six months ended June 30, 2017 or 2016 . 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 June 30, 2017 , 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 and short-term investments, approximate their respective carrying values due to the short-term nature of these instruments. The estimated fair value of the 2014 Convertible Notes (as defined in Note 7) was $287.3 million and $209.6 million as of June 30, 2017 and December 31, 2016 , respectively. The increase in the estimated fair value of the 2014 Convertible Notes was primarily attributable to the increase in the closing price of Aerie’s common stock on June 30, 2017 as compared to December 31, 2016 . Recent Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting , which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for the Company beginning on January 1, 2018. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance on its consolidated financial statements but does not expect it to have a material impact. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory , 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 beginning January 1, 2018, 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 its consolidated financial statements and disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , 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 of the security. The new standard is effective for the Company beginning January 1, 2020. Early adoption is permitted for fiscal year beginning January 1, 2019. The new guidance prescribes different transition methods for the various provisions. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , 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 its consolidated financial statements and disclosures. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , 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 the Company beginning January 1, 2018, 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 its consolidated financial statements and disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . The standard states that an entity should recognize revenue based on the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB has subsequently issued amendments to ASU 2014-09 that have the same effective date of January 1, 2018. The future impact of ASU 2014-09 will be dependent on the nature of the Company’s future revenue contracts and arrangements, if any. Net Loss per Common Share Basic net loss per common share (“Basic EPS”) is calculated by dividing the net loss 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 (“Diluted EPS”) gives effect to all dilutive potential shares of common stock outstanding during this period. For Diluted EPS, net loss 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 had an anti-dilutive effect. The potential common stock equivalents that have been excluded from the computation of Diluted EPS consist of the following: THREE MONTHS ENDED SIX MONTHS ENDED 2017 2016 2017 2016 2014 Convertible Notes (1) 5,040,323 5,040,323 5,040,323 5,040,323 Outstanding stock options 6,028,083 5,271,279 6,028,083 5,271,279 Stock purchase warrants 157,500 157,500 157,500 157,500 Unvested restricted common stock awards 353,660 184,633 353,660 184,633 (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 7 for further information regarding the 2014 Convertible Notes. |
Other Income (Expense), Net
Other Income (Expense), Net | 6 Months Ended |
Jun. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), Net | Other Income (Expense), Net Other income (expense), net consists of the following: THREE MONTHS ENDED SIX MONTHS ENDED (in thousands) 2017 2016 2017 2016 Interest and amortization expense $ (604 ) $ (622 ) $ (1,201 ) $ (1,310 ) Foreign exchange loss (391 ) (3 ) (402 ) (9 ) Investment income 377 143 673 289 $ (618 ) $ (482 ) $ (930 ) $ (1,030 ) The foreign exchange loss during the three and six month periods ended June 30, 2017 is primarily related to the remeasurement of the Company’s Euro-denominated monetary liability related to its build-to-suit lease obligation (Note 8), which is held by a subsidiary with a U.S. dollar functional currency. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Cash, cash equivalents and investments as of June 30, 2017 included the following: (in thousands) AMORTIZED COST GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES FAIR VALUE Cash and cash equivalents: Cash and money market accounts $ 242,650 $ — $ — $ 242,650 Total cash and cash equivalents $ 242,650 $ — $ — $ 242,650 Investments: Commercial paper (due within 1 year) $ 33,480 $ — $ — $ 33,480 Corporate bonds (due within 1 year) 31,871 — (82 ) 31,789 Total investments $ 65,351 $ — $ (82 ) $ 65,269 Total cash, cash equivalents and investments $ 308,001 $ — $ (82 ) $ 307,919 Cash, cash equivalents and investments as of December 31, 2016 included the following: (in thousands) AMORTIZED COST GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES FAIR 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 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
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 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 JUNE 30, 2017 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash and money market accounts $ 242,650 $ — $ — $ 242,650 Total cash and cash equivalents $ 242,650 $ — $ — $ 242,650 Investments: Commercial paper $ — $ 33,480 $ — $ 33,480 Corporate bonds — 31,789 — 31,789 Total investments $ — $ 65,269 $ — $ 65,269 Total cash, cash equivalents and investments $ 242,650 $ 65,269 $ — $ 307,919 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 Convertible Notes As of June 30, 2017 and December 31, 2016 , the estimated fair value of the 2014 Convertible Notes was $287.3 million and $209.6 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 increase in the closing price of Aerie’s common stock on June 30, 2017 as compared to December 31, 2016 . 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. |
Accounts Payable & Other Curren
Accounts Payable & Other Current Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable & Other Current Liabilities | Accounts Payable & Other Current Liabilities Accounts payable and other current liabilities consist of the following: (in thousands) JUNE 30, 2017 DECEMBER 31, 2016 Accounts payable $ 2,194 $ 5,610 Accrued expenses and other current liabilities: Employee benefits and compensation related accruals (1) 3,142 4,111 Selling, general and administrative related accruals (2) 4,302 2,908 Research and development related accruals (3) 3,627 6,191 $ 13,265 $ 18,820 (1) Comprised of accrued bonus, accrued vacation and other employee-related expenses. (2) Comprised of accruals such as outside professional fees, accruals related to commercial manufacturing activities 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. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes On September 30, 2014, Aerie issued $125.0 million aggregate principal 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 ™ or Roclatan ™ , shares of Aerie’s common stock have traded at a price above $30 per share (subject to adjustment for any subdivision or combination of outstanding common stock) for 30 consecutive trading days, and (ii) Aerie is prepared to close a financing that will be secured by a lien on Aerie’s assets, subject only to the release of the lien on Aerie’s assets held by Deerfield. At closing, Aerie paid Deerfield a one-time transaction fee of $0.6 million. In addition, Aerie reimbursed Deerfield in the amount of $0.3 million 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 June 30, 2017 , 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 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. Unamortized debt discounts were $1.3 million as of June 30, 2017 . Debt discounts are amortized using the effective interest method through the earlier of maturity or the conversion of the 2014 Convertible Notes. The table below summarizes the carrying value of the 2014 Convertible Notes as of June 30, 2017 : (in thousands) JUNE 30, 2017 Gross proceeds $ 125,000 Initial value of issuance costs recorded as debt discount (2,146 ) Amortization of debt discount and issuance costs 838 Carrying value $ 123,692 For the three and six months ended June 30, 2017 interest expense related to the 2014 Convertible Notes was $0.5 million and $1.0 million , respectively. For the three and six months ended June 30, 2016 interest expense related to the 2014 Convertible Notes was $0.5 million and $1.1 million , respectively. |
Built-to-Suit Lease
Built-to-Suit Lease | 6 Months Ended |
Jun. 30, 2017 | |
Leases [Abstract] | |
Built-to-Suit Lease | Build-to-Suit Lease In January 2017, the Company entered into a Euro-denominated lease agreement, expiring in September 2037, for a new manufacturing plant in Athlone, Ireland, under which the Company is leasing approximately 30,000 square feet of interior floor space for build-out. The Company is permitted to terminate the lease beginning in September 2027. Total expected rental payments, using foreign exchange rates in effect at June 30, 2017, are approximately $2.7 million through September 2027 and approximately $ 6.2 million through the expiration of the lease. The Company is not the legal owner of the leased space. However, in accordance with ASC 840, Leases , the Company is deemed to be the owner of the leased space, including the building shell, during the construction period because of the Company’s expected level of direct financial and operational involvement in the substantial tenant improvements required. As a result, the Company capitalized approximately $4.2 million as a build-to-suit asset within property, plant and equipment, net and recognized a corresponding build-to-suit facility lease obligation as a liability on its consolidated balance sheets equal to the estimated replacement cost of the building at the inception of the lease. Additionally, construction costs incurred as part of the build-out and tenant improvements will also be capitalized within property, plant and equipment, net. Costs of approximately $5.2 million have been capitalized through June 30, 2017 related to both equipment purchases and the build-out of the facility. Rental payments made under the lease will be allocated to interest expense and the build-to-suit facility lease obligation based on the implicit rate of the build-to-suit facility lease obligation. The build-to-suit facility lease obligation was approximately $4.6 million as of June 30, 2017 , of which $0.2 million was classified as other current liabilities as of June 30, 2017 . The lease obligation is denominated in Euros and is remeasured to U.S. dollars at the balance sheet date with any foreign exchange gain or loss recognized within other income (expense), net on the condensed consolidated statements of operations and comprehensive loss. Unrealized foreign currency loss related to the remeasurement of the lease obligation for the six months ended June 30, 2017 was $0.4 million . |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity From the Company’s initial public offering (“IPO”) through December 31, 2016, the Company has issued and sold (1) a total of 5,933,712 shares of common stock under its “at-the-market” sales agreements and received net proceeds of approximately $146.6 million , after deducting commissions at a rate of up to 3% of the gross sales price per share sold and other fees and expenses, and (2) 2,542,373 shares of common stock pursuant to an underwriting agreement, dated September 15, 2016, for which the Company received net proceeds of approximately $71.0 million , after deducting the underwriting discount, fees and expenses of approximately $4.0 million . During the six months ended June 30, 2017, the Company has issued and sold 906,858 shares of common stock under its “at-the-market” sales agreement, for which the Company received net proceeds of approximately $49.3 million , after deducting commissions, fees and expenses of $0.6 million . Further, on May 25, 2017, the Company entered into an underwriting agreement relating to the registered public offering of 1,395,349 shares of the Company’s common stock at a price to the public of $53.75 per share. The Company received net proceeds of approximately $72.7 million , after deducting underwriting discounts, fees and expenses of $2.3 million . Warrants As of June 30, 2017 , the Company also has the following equity-classified warrants to purchase common stock outstanding: NUMBER OF UNDERLYING SHARES EXERCISE PRICE PER SHARE WARRANT EXPIRATION DATE 75,000 $ 5.00 February 2019 75,000 $ 5.00 November 2019 7,500 $ 5.00 August 2020 223,482 $ 0.05 December 2019 The warrants outstanding as of June 30, 2017 are all currently exercisable with a weighted-average remaining life of 2.3 years . |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense for options and restricted stock awards (“RSAs”) is reflected in the condensed consolidated statements of operations and comprehensive loss as follows: THREE MONTHS ENDED SIX MONTHS ENDED (in thousands) 2017 2016 2017 2016 Research and development $ 1,414 $ 814 $ 2,478 $ 1,526 Selling, general and administrative 5,251 3,067 9,037 5,889 Total $ 6,665 $ 3,881 $ 11,515 $ 7,415 The estimated fair value of options to purchase common stock 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. The fair value of RSAs granted is based on the market value of Aerie’s common stock on the date of grant. Compensation expense related to time-based RSAs is expensed on a straight-line basis over the vesting period. For RSAs with non-market performance conditions, the Company evaluates the criteria for each grant to determine the probability that the performance condition will be achieved. Compensation expense for RSAs with non-market performance conditions is recognized over the respective service period when it is deemed probable that the performance condition will be satisfied. As of June 30, 2017 , the Company had $49.3 million of unrecognized compensation expense related to options granted under its equity plans. This expense is expected to be recognized over a weighted average period of 2.9 years as of June 30, 2017 . The weighted average remaining contractual life on all outstanding options as of June 30, 2017 was 7.4 years . As of June 30, 2017 , the Company had $9.9 million of unrecognized compensation expense, related to unvested RSAs. This expense is expected to be recognized over the weighted average contractual term period of 3.2 years as of June 30, 2017 . 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. 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, which was increased by 463,500 shares during the six months ended June 30, 2017. 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 WEIGHTED AVERAGE WEIGHTED AGGREGATE Options outstanding at December 31, 2016 5,255,930 $ 14.34 Granted 988,459 44.63 Exercised (198,735 ) 10.93 Canceled (17,571 ) 34.34 Options outstanding at June 30, 2017 6,028,083 $ 19.36 7.4 $ 200,150 Options exercisable at June 30, 2017 3,692,130 $ 11.85 6.5 $ 150,268 The following table summarizes the RSA activity under the Plans: NUMBER OF SHARES WEIGHTED AVERAGE FAIR VALUE PER SHARE Nonvested RSAs at December 31, 2016 164,194 $ 19.87 Granted 246,393 44.56 Vested (54,591 ) 20.47 Canceled (2,336 ) 43.90 Nonvested RSAs at June 30, 2017 353,660 $ 36.82 The vesting of time-based RSAs is service based with terms of one to four years. RSAs with non-market performance conditions vest upon the satisfaction of certain performance conditions and/or service conditions. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company may periodically become subject to legal proceedings and claims arising in connection with its business. 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. |
Significant Accounting Polici17
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K. The results for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. |
Principles of Consolidation | Principles of Consolidation The interim condensed 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. |
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 condensed consolidated statements of operations and comprehensive loss and in accumulated other comprehensive loss on the condensed consolidated balance sheets. Realized gains and losses are determined using the specific identification method and are included as a component of other income (expense), net (Note 3). There were no realized gains or losses recognized for the three and six months ended June 30, 2017 or 2016 . 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 and short-term investments, approximate their respective carrying values due to the short-term nature of these instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting , which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for the Company beginning on January 1, 2018. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance on its consolidated financial statements but does not expect it to have a material impact. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory , 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 beginning January 1, 2018, 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 its consolidated financial statements and disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , 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 of the security. The new standard is effective for the Company beginning January 1, 2020. Early adoption is permitted for fiscal year beginning January 1, 2019. The new guidance prescribes different transition methods for the various provisions. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , 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 its consolidated financial statements and disclosures. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , 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 the Company beginning January 1, 2018, 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 its consolidated financial statements and disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . The standard states that an entity should recognize revenue based on the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB has subsequently issued amendments to ASU 2014-09 that have the same effective date of January 1, 2018. The future impact of ASU 2014-09 will be dependent on the nature of the Company’s future revenue contracts and arrangements, if any. |
Net Loss per Share Attributable to Common Stock | Net Loss per Common Share Basic net loss per common share (“Basic EPS”) is calculated by dividing the net loss 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 (“Diluted EPS”) gives effect to all dilutive potential shares of common stock outstanding during this period. For Diluted EPS, net loss 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 had an anti-dilutive effect. |
Significant Accounting Polici18
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Diluted EPS | potential common stock equivalents that have been excluded from the computation of Diluted EPS consist of the following: THREE MONTHS ENDED SIX MONTHS ENDED 2017 2016 2017 2016 2014 Convertible Notes (1) 5,040,323 5,040,323 5,040,323 5,040,323 Outstanding stock options 6,028,083 5,271,279 6,028,083 5,271,279 Stock purchase warrants 157,500 157,500 157,500 157,500 Unvested restricted common stock awards 353,660 184,633 353,660 184,633 (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 7 for further information regarding the 2014 Convertible Notes. |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense), Net | Other income (expense), net consists of the following: THREE MONTHS ENDED SIX MONTHS ENDED (in thousands) 2017 2016 2017 2016 Interest and amortization expense $ (604 ) $ (622 ) $ (1,201 ) $ (1,310 ) Foreign exchange loss (391 ) (3 ) (402 ) (9 ) Investment income 377 143 673 289 $ (618 ) $ (482 ) $ (930 ) $ (1,030 ) The foreign exchange loss during the three and six month periods ended June 30, 2017 is primarily related to the remeasurement of the Company’s Euro-denominated monetary liability related to its build-to-suit lease obligation (Note 8), which is held by a subsidiary with a U.S. dollar functional currency. |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Cash, Cash Equivalents and Investments | Cash, cash equivalents and investments as of June 30, 2017 included the following: (in thousands) AMORTIZED COST GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES FAIR VALUE Cash and cash equivalents: Cash and money market accounts $ 242,650 $ — $ — $ 242,650 Total cash and cash equivalents $ 242,650 $ — $ — $ 242,650 Investments: Commercial paper (due within 1 year) $ 33,480 $ — $ — $ 33,480 Corporate bonds (due within 1 year) 31,871 — (82 ) 31,789 Total investments $ 65,351 $ — $ (82 ) $ 65,269 Total cash, cash equivalents and investments $ 308,001 $ — $ (82 ) $ 307,919 Cash, cash equivalents and investments as of December 31, 2016 included the following: (in thousands) AMORTIZED COST GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES FAIR 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 JUNE 30, 2017 (in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash and money market accounts $ 242,650 $ — $ — $ 242,650 Total cash and cash equivalents $ 242,650 $ — $ — $ 242,650 Investments: Commercial paper $ — $ 33,480 $ — $ 33,480 Corporate bonds — 31,789 — 31,789 Total investments $ — $ 65,269 $ — $ 65,269 Total cash, cash equivalents and investments $ 242,650 $ 65,269 $ — $ 307,919 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 |
Accounts Payable & Other Curr22
Accounts Payable & Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Other Current Liabilities | Accounts payable and other current liabilities consist of the following: (in thousands) JUNE 30, 2017 DECEMBER 31, 2016 Accounts payable $ 2,194 $ 5,610 Accrued expenses and other current liabilities: Employee benefits and compensation related accruals (1) 3,142 4,111 Selling, general and administrative related accruals (2) 4,302 2,908 Research and development related accruals (3) 3,627 6,191 $ 13,265 $ 18,820 (1) Comprised of accrued bonus, accrued vacation and other employee-related expenses. (2) Comprised of accruals such as outside professional fees, accruals related to commercial manufacturing activities 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. |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Value of Convertible Notes | The table below summarizes the carrying value of the 2014 Convertible Notes as of June 30, 2017 : (in thousands) JUNE 30, 2017 Gross proceeds $ 125,000 Initial value of issuance costs recorded as debt discount (2,146 ) Amortization of debt discount and issuance costs 838 Carrying value $ 123,692 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Schedule of Equity Classified Warrants Outstanding | As of June 30, 2017 , the Company also has the following equity-classified warrants to purchase common stock outstanding: NUMBER OF UNDERLYING SHARES EXERCISE PRICE PER SHARE WARRANT EXPIRATION DATE 75,000 $ 5.00 February 2019 75,000 $ 5.00 November 2019 7,500 $ 5.00 August 2020 223,482 $ 0.05 December 2019 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense for Options Granted, Restricted Stock and Stock Purchase Rights as Reflected in Statement of Operations | Stock-based compensation expense for options and restricted stock awards (“RSAs”) is reflected in the condensed consolidated statements of operations and comprehensive loss as follows: THREE MONTHS ENDED SIX MONTHS ENDED (in thousands) 2017 2016 2017 2016 Research and development $ 1,414 $ 814 $ 2,478 $ 1,526 Selling, general and administrative 5,251 3,067 9,037 5,889 Total $ 6,665 $ 3,881 $ 11,515 $ 7,415 |
Schedule of Stock Options Activity | The following table summarizes the stock option activity under the Plans: NUMBER OF WEIGHTED AVERAGE WEIGHTED AGGREGATE Options outstanding at December 31, 2016 5,255,930 $ 14.34 Granted 988,459 44.63 Exercised (198,735 ) 10.93 Canceled (17,571 ) 34.34 Options outstanding at June 30, 2017 6,028,083 $ 19.36 7.4 $ 200,150 Options exercisable at June 30, 2017 3,692,130 $ 11.85 6.5 $ 150,268 |
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 Nonvested RSAs at December 31, 2016 164,194 $ 19.87 Granted 246,393 44.56 Vested (54,591 ) 20.47 Canceled (2,336 ) 43.90 Nonvested RSAs at June 30, 2017 353,660 $ 36.82 |
The Company - Additional Inform
The Company - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2017Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Significant Accounting Polici27
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||||
Gross realized gain (loss) | $ 0 | $ 0 | $ 0 | $ 0 | |
Investments owned, at fair value | 0 | ||||
Long-term debt, fair value | $ 287,300,000 | $ 287,300,000 | $ 209,600,000 | ||
Warrants exercise price (in dollars per share) | $ 0.05 | $ 0.05 |
Significant Accounting Polici28
Significant Accounting Policies - Schedule of Computation of Diluted EPS (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Ownership cap in shares of common stock (as a percentage) | 9.985% | 9.985% | ||
Outstanding stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents excluded from the computation of diluted net loss per share (in shares) | 6,028,083 | 5,271,279 | 6,028,083 | 5,271,279 |
Stock purchase warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents excluded from the computation of diluted net loss per share (in shares) | 157,500 | 157,500 | 157,500 | 157,500 |
Unvested restricted common stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents excluded from the computation of diluted net loss per share (in shares) | 353,660 | 184,633 | 353,660 | 184,633 |
Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents excluded from the computation of diluted net loss per share (in shares) | 5,040,323 | 5,040,323 | 5,040,323 | 5,040,323 |
Ownership cap in shares of common stock (as a percentage) | 9.985% | 9.985% |
Other Income (Expense), Net - S
Other Income (Expense), Net - Schedule of Other Income (Expense), Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Other Income and Expenses [Abstract] | ||||
Interest and amortization expense | $ (604) | $ (622) | $ (1,201) | $ (1,310) |
Foreign exchange loss | (391) | (3) | (402) | (9) |
Investment income | 377 | 143 | 673 | 289 |
Other income (expense), net | $ (618) | $ (482) | $ (930) | $ (1,030) |
Investments - Summary of Cash,
Investments - Summary of Cash, Cash Equivalents and Investments (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Cash and cash equivalents: | ||||
AMORTIZED COST | $ 242,650 | $ 197,945 | $ 58,519 | $ 91,060 |
FAIR VALUE | 242,650 | 197,945 | ||
Investments: | ||||
AMORTIZED COST | 308,001 | 233,730 | ||
GROSS UNREALIZED GAINS | 0 | 8 | ||
GROSS UNREALIZED LOSSES | (82) | (76) | ||
FAIR VALUE | 307,919 | 233,662 | ||
Cash and money market accounts | ||||
Cash and cash equivalents: | ||||
AMORTIZED COST | 242,650 | 196,445 | ||
FAIR VALUE | 242,650 | 196,445 | ||
Commercial paper | ||||
Cash and cash equivalents: | ||||
AMORTIZED COST | 1,500 | |||
FAIR VALUE | 1,500 | |||
Commercial paper | ||||
Investments: | ||||
AMORTIZED COST | 33,480 | |||
GROSS UNREALIZED GAINS | 0 | |||
GROSS UNREALIZED LOSSES | 0 | |||
FAIR VALUE | 33,480 | |||
Total investments | ||||
Investments: | ||||
AMORTIZED COST | 65,351 | 35,785 | ||
GROSS UNREALIZED GAINS | 0 | 8 | ||
GROSS UNREALIZED LOSSES | (82) | (76) | ||
FAIR VALUE | 65,269 | 35,717 | ||
Certificates of deposit (due within 1 year) | ||||
Investments: | ||||
AMORTIZED COST | 6,920 | |||
GROSS UNREALIZED GAINS | 4 | |||
GROSS UNREALIZED LOSSES | (1) | |||
FAIR VALUE | 6,923 | |||
Corporate bonds (due within 1 year) | ||||
Investments: | ||||
AMORTIZED COST | 31,871 | 27,615 | ||
GROSS UNREALIZED GAINS | 0 | 4 | ||
GROSS UNREALIZED LOSSES | (82) | (75) | ||
FAIR VALUE | $ 31,789 | 27,544 | ||
Government agencies | ||||
Investments: | ||||
AMORTIZED COST | 1,250 | |||
GROSS UNREALIZED GAINS | 0 | |||
GROSS UNREALIZED LOSSES | 0 | |||
FAIR VALUE | $ 1,250 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Financial Assets and Liabilities that are Measured at Fair Value and the Classification by Level of Input within Fair Value Hierarchy (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 242,650 | $ 197,945 |
Total investments | 65,269 | 35,717 |
Total cash, cash equivalents and investments | 307,919 | 233,662 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 242,650 | 196,445 |
Total investments | 0 | 0 |
Total cash, cash equivalents and investments | 242,650 | 196,445 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 1,500 |
Total investments | 65,269 | 35,717 |
Total cash, cash equivalents and investments | 65,269 | 37,217 |
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 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 33,480 | |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 33,480 | |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 6,923 | |
Certificates of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 6,923 | |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 31,789 | 27,544 |
Corporate bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 31,789 | 27,544 |
Government agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 1,250 | |
Government agencies | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments | 1,250 | |
Cash and money market accounts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 242,650 | 196,445 |
Cash and money market accounts | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 242,650 | 196,445 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 1,500 | |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 1,500 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Long-term debt, fair value | $ 287.3 | $ 209.6 |
Accounts Payable & Other Curr33
Accounts Payable & Other Current Liabilities - Summary of Accounts Payable and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,194 | $ 5,610 |
Accrued expenses and other liabilities: | ||
Employee benefits and compensation related accruals | 3,142 | 4,111 |
Selling, general and administrative related accruals | 4,302 | 2,908 |
Research and development related accruals | 3,627 | 6,191 |
Accounts payable and other accrued liabilities | $ 13,265 | $ 18,820 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Sep. 30, 2014USD ($)$ / shares | |
Debt Instrument [Line Items] | ||||||
Aggregate amount of senior notes issued | $ 125,000,000 | $ 125,000,000 | ||||
Debt instrument, anniversary term | 7 years | |||||
Debt instrument, convertible, ownership cap in shares of common stock (as a percentage) | 9.985% | 9.985% | ||||
Convertible notes | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate amount of senior notes issued | $ 125,000,000 | $ 125,000,000 | ||||
Debt instrument, interest rate percentage | 1.75% | |||||
Debt instrument, convertible, stock price trigger (in dollars per share) | $ / shares | $ 30 | |||||
Debt instrument, convertible, threshold trading days | 30 days | |||||
Debt instrument, transaction fee | $ 600,000 | |||||
Reimbursed expenses incurred by Deerfield in connection with transaction | 300,000 | |||||
Legal and advisory fees | $ 1,300,000 | |||||
Debt instrument, convertible, ownership cap in shares of common stock (as a percentage) | 9.985% | 9.985% | ||||
Debt instrument, convertible, initial conversion price per share (in dollars per share) | $ / shares | $ 24.80 | $ 24.80 | ||||
Debt instrument, convertible, common stock conversion rate per $1,000 principal amount | 0.04032 | |||||
Debt instrument, convertible, conversion premium percentage | 30.00% | 30.00% | ||||
Debt instrument, convertible, maximum increase to the initial conversion rate per $1,000 principal amount (in shares) | shares | 0.01207 | 0.01207 | ||||
Debt instrument, convertible, ownership percentage threshold necessary to declare principal and accrued interest payable (more than) | 50.00% | 50.00% | ||||
Unamortized debt discounts and debt issuance cost | $ (1,300,000) | $ (1,300,000) | ||||
Interest expense related to convertible notes | $ 500,000 | $ 500,000 | $ 1,000,000 | $ 1,100,000 | ||
Subsidiaries | Convertible notes | ||||||
Debt Instrument [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 65.00% |
Convertible Notes - Summary of
Convertible Notes - Summary of Carrying Value of Convertible Notes (Detail) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Gross proceeds | $ 125,000,000 | |
Initial value of issuance costs recorded as debt discount | (2,146,000) | |
Amortization of debt discount and issuance costs | 838,000 | |
Carrying value | $ 123,692,000 | $ 123,539,000 |
Built-to-Suit Lease - Narrative
Built-to-Suit Lease - Narrative (Details) ft² in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 129 Months Ended | 249 Months Ended | ||
Jan. 31, 2017USD ($)ft² | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2027USD ($) | Sep. 30, 2037USD ($) | |
Operating Leased Assets [Line Items] | |||||||
Area of interior floor space (in sqft) | ft² | 30 | ||||||
Built-to-suit facility lease obligation | $ 4,600 | $ 4,600 | |||||
Foreign exchange loss | 391 | $ 3 | 402 | $ 9 | |||
Scenario, Forecast | |||||||
Operating Leased Assets [Line Items] | |||||||
Total rent expense | $ 2,700 | $ 6,200 | |||||
Property, Plant and Equipment | |||||||
Operating Leased Assets [Line Items] | |||||||
Capitalized amount of built-to-suit asset | $ 4,200 | 5,200 | 5,200 | ||||
Other Current Liabilities [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Built-to-suit facility lease obligation | $ 200 | $ 200 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 25, 2017 | Sep. 15, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||||
Proceeds from sale of common stock, net | $ 122,046 | $ 2,043 | |||
Weighted-average remaining lives | 2 years 3 months 11 days | ||||
Common stock | |||||
Class of Stock [Line Items] | |||||
Common stock issued and sold under sales agreement (in shares) | 906,858 | 5,933,712 | |||
Proceeds from sale of common stock, net | $ 72,700 | $ 71,000 | $ 49,300 | $ 146,600 | |
Percentage of gross sales commissions (up to) | 3.00% | ||||
Stock issued during period (in shares) | 1,395,349 | 2,542,373 | |||
Underwriting discounts, fees and expenses | $ 2,300 | $ 4,000 | $ 600 | ||
Price per share issued under underwriting agreement (in dollars per share) | $ 53.75 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Equity Classified Warrants Outstanding (Detail) | Jun. 30, 2017$ / 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] | |
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] | |
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] | |
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] | |
NUMBER OF UNDERLYING SHARES (in shares) | shares | 223,482 |
EXERCISE PRICE PER SHARE (in dollars per share) | $ 0.05 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-Based Compensation Expense for Options Granted, Restricted Stock and Stock Purchase Rights as Reflected in Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 6,665 | $ 3,881 | $ 11,515 | $ 7,415 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,414 | 814 | 2,478 | 1,526 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 5,251 | $ 3,067 | $ 9,037 | $ 5,889 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) $ in Millions | Apr. 10, 2015shares | Oct. 30, 2013shares | Jun. 30, 2017USD ($)planshares | Dec. 07, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, weighted average remaining contractual life (in years) | 7 years 4 months 29 days | |||
Additional awards granted (in shares) | 988,459 | |||
Unrecognized compensation Expense Related to Options Granted Under its Equity Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ | $ 49.3 | |||
Compensation cost, weighted average recognition period (in years) | 2 years 11 months 1 day | |||
Options outstanding, weighted average remaining contractual life (in years) | 7 years 4 months 28 days | |||
2005 Aerie Pharmaceutical Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of equity compensation plans | plan | 3 | |||
Additional awards granted (in shares) | 0 | |||
2013 Omnibus incentive plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Additional awards granted (in shares) | 0 | |||
Equity awards (up to) (in shares) | 5,729,068 | |||
Inducement Award Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity awards (up to) (in shares) | 463,500 | 418,000 | ||
Restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized Compensation expense other than options | $ | $ 9.9 | |||
Restricted stock awards, weighted average remaining contractual term (in years) | 3 years 2 months 27 days | |||
Restricted stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based awards, vesting period (in years) | 1 year | |||
Restricted stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based awards, vesting period (in years) | 4 years |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Options Activity (Detail) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
NUMBER OF SHARES | |
Beginning balance (in shares) | shares | 5,255,930 |
Granted (in shares) | shares | 988,459 |
Exercised (in shares) | shares | (198,735) |
Canceled (in shares) | shares | (17,571) |
Ending balance (in shares) | shares | 6,028,083 |
Options exercisable (in shares) | shares | 3,692,130 |
WEIGHTED AVERAGE EXERCISE PRICE | |
Beginning balance (in dollars per share) | $ / shares | $ 14.34 |
Granted (in dollars per share) | $ / shares | 44.63 |
Exercised (in dollars per share) | $ / shares | 10.93 |
Cancelled (in dollars per share) | $ / shares | 34.34 |
Ending balance (in dollars per share) | $ / shares | 19.36 |
Options exercisable (in dollars per share) | $ / shares | $ 11.85 |
WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS) | |
Options outstanding, weighted average remaining contractual life (in years) | 7 years 4 months 29 days |
Options exercisable (in years) | 6 years 6 months 16 days |
AGGREGATE INTRINSIC VALUE | |
Options outstanding | $ | $ 200,150 |
Options exercisable | $ | $ 150,268 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock and Restricted Stock Units Activity (Details) - Restricted stock | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
NUMBER OF SHARES | |
Beginning balance (in shares) | shares | 164,194 |
Granted (in shares) | shares | 246,393 |
Vested (in shares) | shares | (54,591) |
Canceled (in shares) | shares | (2,336) |
Ending balance (in shares) | shares | 353,660 |
WEIGHTED AVERAGE FAIR VALUE PER SHARE | |
Beginning balance (in dollars per share) | $ / shares | $ 19.87 |
Granted (in dollars per share) | $ / shares | 44.56 |
Vested (in dollars per share) | $ / shares | 20.47 |
Canceled (in dollars per share) | $ / shares | 43.90 |
Ending balance (in dollars per share) | $ / shares | $ 36.82 |