Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 31, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'SUPERNUS PHARMACEUTICALS INC | ' |
Entity Central Index Key | '0001356576 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 42,921,376 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $11,956 | $32,980 |
Marketable securities | 35,314 | 49,211 |
Accounts receivable, net | 10,854 | 5,054 |
Interest receivable | 496 | 483 |
Inventories | 10,101 | 7,152 |
Prepaid expenses and other current assets | 3,058 | 2,052 |
Deferred financing costs, current | 202 | 229 |
Total current assets | 71,981 | 97,161 |
Property and equipment, net | 2,590 | 2,554 |
Intangible assets, net | 3,083 | 1,158 |
Long term marketable securities | 15,462 | 8,756 |
Other non-current assets | 361 | 361 |
Deferred financing costs, long-term | 713 | 1,005 |
Total assets | 94,190 | 110,995 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 19,044 | 18,314 |
Deferred product revenue, net | ' | 7,882 |
Deferred licensing revenue | 143 | 204 |
Total current liabilities | 19,187 | 26,400 |
Deferred licensing revenue, net of current portion | 1,345 | 1,417 |
Convertible notes, net of discount | 28,671 | 34,393 |
Other non-current liabilities | 2,784 | 2,677 |
Derivative liabilities | 8,834 | 12,644 |
Total liabilities | 60,821 | 77,531 |
Stockholders' equity: | ' | ' |
Common stock, $0.001 par value, 130,000,000 shares authorized at June 30, 2014 and December 31, 2013; 42,139,463 and 39,983,437 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively | 42 | 40 |
Additional paid-in capital | 224,196 | 211,952 |
Accumulated other comprehensive income | 1 | ' |
Accumulated deficit | -190,870 | -178,528 |
Total stockholders' equity | 33,369 | 33,464 |
Total liabilities and stockholders' equity | $94,190 | $110,995 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Consolidated Balance Sheets | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 130,000,000 | 130,000,000 |
Common stock, shares issued | 42,139,463 | 39,983,437 |
Common stock, shares outstanding | 42,139,463 | 39,983,437 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenue | ' | ' | ' | ' |
Net product sales | $27,609 | $154 | $36,604 | $154 |
Licensing revenue | 2,066 | 127 | 2,152 | 274 |
Total revenue | 29,675 | 281 | 38,756 | 428 |
Costs and expenses | ' | ' | ' | ' |
Cost of product sales | 1,661 | 4 | 2,155 | 4 |
Research and development | 4,677 | 3,542 | 9,159 | 8,065 |
Selling, general and administrative | 19,581 | 12,214 | 37,109 | 25,747 |
Total costs and expenses | 25,919 | 15,760 | 48,423 | 33,816 |
Operating income (loss) | 3,756 | -15,479 | -9,667 | -33,388 |
Other income (expense) | ' | ' | ' | ' |
Interest income | 85 | 55 | 187 | 107 |
Interest expense | -1,278 | -2,144 | -2,485 | -2,872 |
Changes in fair value of derivative liabilities | 678 | -8,619 | 1,355 | -8,540 |
Loss on extinguishment of debt | -39 | -1,162 | -1,732 | -1,162 |
Other income | ' | -8 | ' | 84 |
Total other expense | -554 | -11,878 | -2,675 | -12,383 |
Net income (loss) | $3,202 | ($27,357) | ($12,342) | ($45,771) |
Income (loss) per common share: | ' | ' | ' | ' |
Basic | $0.08 | ($0.89) | ($0.30) | ($1.48) |
Diluted | $0.08 | ($0.89) | ($0.30) | ($1.48) |
Weighted-average number of common shares: | ' | ' | ' | ' |
Basic (in shares) | 42,056,285 | 30,897,075 | 41,595,232 | 30,886,309 |
Diluted (in shares) | 42,372,137 | 30,897,075 | 41,595,232 | 30,886,309 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Consolidated Statements of Comprehensive Loss | ' | ' | ' | ' |
Net income (loss) | $3,202 | ($27,357) | ($12,342) | ($45,771) |
Other comprehensive income (loss): | ' | ' | ' | ' |
Unrealized net gain (loss) on marketable securities | ' | -147 | 1 | -178 |
Other comprehensive income (loss) | ' | -147 | 1 | -178 |
Comprehensive income (loss) | $3,202 | ($27,504) | ($12,341) | ($45,949) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities | ' | ' |
Net loss | ($12,342) | ($45,771) |
Adjustments to reconcile loss to net cash used in operating activities: | ' | ' |
Loss on extinguishment of debt | 1,732 | 1,162 |
Change in fair value of derivative liabilities | -1,355 | 8,540 |
Unrealized gain (loss) on marketable securities | 1 | -178 |
Depreciation and amortization | 460 | 326 |
Amortization of deferred financing costs and debt discount | 1,087 | 887 |
Stock-based compensation expense | 1,319 | 769 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -5,800 | -537 |
Interest receivable | -13 | -127 |
Inventories | -2,949 | -3,163 |
Prepaid expenses and other assets | -1,006 | -918 |
Accounts payable and accrued expenses | 730 | 1,341 |
Deferred product revenue, net | -7,882 | 3,967 |
Deferred licensing revenue | -133 | 246 |
Other non-current liabilities | 107 | 478 |
Net cash used in operating activities | -26,044 | -32,978 |
Cash flows from investing activities | ' | ' |
Purchases of marketable securities | -19,902 | -61,004 |
Sales and maturities of marketable securities | 27,093 | 24,413 |
Purchases of property and equipment, net | -381 | -1,037 |
Capitalized patent defense costs | -2,040 | ' |
Net cash provided by (used in) investing activities | 4,770 | -37,628 |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of common stock | 251 | 2,153 |
Proceeds from convertible debt issuance | ' | 90,000 |
Cash settlement of debt to equity conversion | -1 | ' |
Repayment of secured notes payable | ' | -24,344 |
Financing costs and underwriters discounts | ' | -3,598 |
Net cash provided by financing activities | 250 | 64,211 |
Net change in cash and cash equivalents | -21,024 | -6,395 |
Cash and cash equivalents at beginning of period | 32,980 | 40,302 |
Cash and cash equivalents at end of period | 11,956 | 33,907 |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | 1,502 | 975 |
Noncash financial activity: | ' | ' |
Conversion of convertible notes | 10,676 | ' |
Initial value of interest make-whole derivative issued in connection with the convertible debt | ' | $9,270 |
Organization_and_Business
Organization and Business | 6 Months Ended |
Jun. 30, 2014 | |
Organization and Business | ' |
Organization and Business | ' |
1. Organization and Business | |
Supernus Pharmaceuticals, Inc. (the Company) is a specialty pharmaceutical company focused on developing and commercializing products for the treatment of central nervous system diseases, including neurological and psychiatric disorders. The Company markets two epilepsy products, Oxtellar XR and Trokendi XR, and has several proprietary product candidates in clinical development that address the psychiatry market. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 | |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | ' |
2. Summary of Significant Accounting Policies | |
Basis of Presentation | |
The Company’s unaudited consolidated financial statements include the accounts of Supernus Pharmaceuticals, Inc. and Supernus Europe Ltd. These are collectively referred to herein as “Supernus” or “the Company.” All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s unaudited consolidated financial statements have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (SEC) for interim financial information. | |
As permitted under Generally Accepted Accounting Principles in the United States (U.S. GAAP), certain notes and other information have been omitted from the interim consolidated financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | |
In the opinion of management, the consolidated financial statements reflect all adjustments necessary to fairly present the Company’s financial position, results of operations, and cash flows for the periods presented. These adjustments are of a normal recurring nature. The Company currently operates in one business segment. | |
The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the Company’s future financial results. | |
Accounts Receivable, net | |
Accounts receivable are reported in the consolidated balance sheets at outstanding amounts, less allowances for doubtful accounts and prompt pay discounts. The Company extends credit without requiring collateral. The Company writes off uncollectible receivables when the likelihood of collection is remote. The Company evaluates the collectability of accounts receivable on a regular basis. An allowance, when needed, is based upon various factors including the financial condition and payment history of customers, an overall review of collections experience on other accounts, and economic factors or events expected to affect future collections experience. No accounts have been written off in 2014 or 2013. No allowance for uncollectible receivables is recorded at June 30, 2014 or December 31, 2013. The Company recorded an allowance of approximately $0.2 million and $0.1 million for expected prompt-pay discounts as of June 30, 2014 and December 31, 2013, respectively. | |
Revenue Recognition on Product Sales | |
Revenue from product sales is recognized when persuasive evidence of an arrangement exists; delivery has occurred and title of the product and associated risk of loss has passed to the customer; the price is fixed or determinable; collection from the customer has been reasonably assured; all performance obligations have been met; and returns and allowances can be reasonably estimated. Product sales are recorded net of estimated rebates, chargebacks, discounts, co-pay assistance and other deductions (collectively, “sales deductions”) as well as estimated product returns. | |
Our products are distributed through wholesalers and pharmaceutical distributors. Each of these wholesalers and distributors will take title and ownership of the product upon physical receipt of the product and then distribute our products to pharmacies. Beginning in the fourth quarter of 2013, the Company began recognizing revenue for Oxtellar XR, net of estimated sales deductions, at the time of shipment to wholesalers. Beginning in the second quarter of 2014, the Company began recognizing revenue for Trokendi XR, net of estimated sales deductions, at the time of shipment to wholesalers. | |
Change in Accounting Estimate | |
During the second quarter of 2014 the Company changed an accounting estimate regarding revenue recognition on product sales for Trokendi XR, which was launched in August 2013. The Company now recognizes revenue from Trokendi XR based on shipments to wholesalers, because the Company now has sufficient historical experience to estimate sales deductions. Previously, revenue was recognized based on prescriptions filled during the prior quarter. The effect of this change was to increase net product sales by $15.4 million and cost of product sales by $0.9 million for the three and six month periods ended June 30, 2014. | |
Milestone Payments | |
Milestone payments on licensing agreements are recognized as revenue when the collaborative partner acknowledges completion of the milestone and substantive effort was necessary to achieve the milestone. Management may recognize revenue contingent upon the achievement of a milestone in its entirety in the period in which the milestone is achieved only if the milestone meets all the criteria to be considered substantive. The Company recorded $2.0 million in milestone revenue during the three and six months ended June 30, 2014 and no milestone revenue during the three and six months ended June 30, 2013. | |
Recently Issued Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current GAAP and replace it with a principles-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative effect adjustment as of the date of adoption. Presently, the Company is assessing what effect the adoption of ASU 2014-09 will have on our consolidated financial statements and accompanying notes. | |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||
3. Fair Value of Financial Instruments | ||||||||||||||
The fair value of an asset or liability should represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Such transactions to sell an asset or transfer a liability are assumed to occur in the principal or most advantageous market for the asset or liability. Accordingly, fair value is determined based on a hypothetical transaction at the measurement date, considered from the perspective of a market participant rather than from a reporting entity’s perspective. | ||||||||||||||
The Company reports assets and liabilities that are measured at fair value using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: | ||||||||||||||
· | Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |||||||||||||
· | Level 2 — Inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). | |||||||||||||
· | Level 3 — Unobservable inputs that reflect the Company’s own assumptions, based on the best information available, including the Company’s own data. | |||||||||||||
In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value, in thousands: | ||||||||||||||
Fair Value Measurements at | ||||||||||||||
June 30, 2014 | ||||||||||||||
(unaudited) | ||||||||||||||
Significant | ||||||||||||||
Total Carrying | Quoted Prices | Other | Significant | |||||||||||
Value at | in Active | Observable | Unobservable | |||||||||||
June 30, | Markets | Inputs | Inputs | |||||||||||
2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Assets: | ||||||||||||||
Cash and cash equivalents | $ | 11,956 | 11,956 | — | — | |||||||||
Marketable securities | 35,314 | — | 35,314 | — | ||||||||||
Long term marketable securities | 15,462 | — | 15,462 | — | ||||||||||
Marketable securities - restricted (SERP) | 305 | — | 305 | — | ||||||||||
Total assets at fair value | $ | 63,037 | $ | 11,956 | $ | 51,081 | $ | — | ||||||
Liabilities: | ||||||||||||||
Derivative liabilities | $ | 8,834 | $ | — | $ | — | $ | 8,834 | ||||||
Fair Value Measurements at | ||||||||||||||
December 31, 2013 | ||||||||||||||
Significant | ||||||||||||||
Total Carrying | Quoted Prices | Other | Significant | |||||||||||
Value at | in Active | Observable | Unobservable | |||||||||||
December 31, | Markets | Inputs | Inputs | |||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Assets: | ||||||||||||||
Cash and cash equivalents | $ | 32,980 | $ | 32,980 | $ | — | $ | — | ||||||
Marketable securities | 49,211 | — | 49,211 | — | ||||||||||
Long term marketable securities | 8,756 | — | 8,756 | — | ||||||||||
Marketable securities - restricted (SERP) | 305 | — | 305 | — | ||||||||||
Total assets at fair value | $ | 91,252 | $ | 32,980 | $ | 58,272 | $ | — | ||||||
Liabilities: | ||||||||||||||
Derivative liabilities | $ | 12,644 | $ | — | $ | — | $ | 12,644 | ||||||
The fair value of the restricted marketable securities is included within other non-current assets in the consolidated balance sheets. | ||||||||||||||
The Company’s Level 1 assets include money market funds and U.S. Treasury and government agency debt securities with quoted prices in active markets. | ||||||||||||||
Level 2 assets include mutual funds in which the SERP (Supplemental Executive Retirement Plan) assets are invested, commercial paper and investment grade corporate bonds and other fixed income securities. Level 2 securities are valued using third-party pricing sources that apply applicable inputs and other relevant data into their models to estimate fair value. | ||||||||||||||
Level 3 liabilities include the fair market value of the interest make-whole liability associated with the Company’s 7.50% Convertible Senior Secured Notes due 2017 (the Notes) and the outstanding warrants to purchase Common Stock, which are recorded as derivative liabilities. The fair value of the common stock warrant liability was calculated using a Monte-Carlo simulation with a Black-Scholes model with the following assumptions as of June 30, 2014: | ||||||||||||||
Exercise Price | $4 - $5 per share | |||||||||||||
Volatility | 50% | |||||||||||||
Stock Price as of June 30, 2014 | $10.95 per share | |||||||||||||
Term | 6.5 - 7.5 years | |||||||||||||
Dividend Yield | 0.00% | |||||||||||||
Risk-Free Rate | 2.07% - 2.26% | |||||||||||||
The fair value of the interest make-whole liability of the Notes was calculated using a binomial-lattice model with the following key assumptions as of June 30, 2014: | ||||||||||||||
Volatility | 45% | |||||||||||||
Stock Price as of June 30, 2014 | $10.95 per share | |||||||||||||
Credit Spread | 1041 bps | |||||||||||||
Term | 2.8 years | |||||||||||||
Dividend Yield | 0.00% | |||||||||||||
Significant changes to these assumptions would result in increases/decreases to the fair value of the derivative liabilities. | ||||||||||||||
Changes in the fair value of the warrants and the interest make-whole liability are recognized as a component of Other Income (Expense) in the Consolidated Statements of Operations. The following table presents information about the Company’s Level 3 liabilities as of December 31, 2013 and June 30, 2014 that are included in the Non-Current Liabilities section of the Consolidated Balance Sheets, in thousands: | ||||||||||||||
Six Months ended | ||||||||||||||
June 30, 2014 | ||||||||||||||
(unaudited) | ||||||||||||||
Balance at December 31, 2013 | $ | 12,644 | ||||||||||||
Changes in fair value of derivative liabilities included in earnings | (1,355 | ) | ||||||||||||
Reduction due to conversion of debt to equity | (2,455 | ) | ||||||||||||
Balance at June 30, 2014 | $ | 8,834 | ||||||||||||
The carrying value, face value and estimated fair value of the Notes was approximately $28.7 million, $39.8 million and $90.2 million, respectively, as of June 30, 2014. The fair value was estimated based on actual trade information as well as quoted prices provided by bond traders, which would be characterized within Level 2 of the fair value hierarchy. This fair value amount gives recognition to the value of the interest make-whole liability and the value of the conversion option. These items have been accounted for as derivative liabilities and additional paid-in-capital, respectively. | ||||||||||||||
The carrying amounts of other financial instruments, including accounts receivable, accounts payable and accrued expenses approximate fair value due to their short-term maturities. | ||||||||||||||
Unrestricted marketable securities held by the Company were as follows, in thousands: | ||||||||||||||
At June 30, 2014, unaudited: | ||||||||||||||
Available for Sale | Amortized | Gross | Gross | Fair Value | ||||||||||
Cost | Unrealized | Unrealized | ||||||||||||
Gains | Losses | |||||||||||||
Corporate debt securities | $ | 50,775 | $ | 30 | $ | (29 | ) | $ | 50,776 | |||||
At December 31, 2013: | ||||||||||||||
Available for Sale | Amortized | Gross | Gross | Fair Value | ||||||||||
Cost | Unrealized | Unrealized | ||||||||||||
Gains | Losses | |||||||||||||
Corporate debt securities | $ | 57,967 | $ | 33 | $ | (33 | ) | $ | 57,967 | |||||
The contractual maturities of the unrestricted marketable securities held by the Company were as follows, in thousands: | ||||||||||||||
June 30, | ||||||||||||||
2014 | ||||||||||||||
(unaudited) | ||||||||||||||
Less Than 1 Year | $ | 35,314 | ||||||||||||
1 - 5 Years | 15,462 | |||||||||||||
Greater Than 5 Years | — | |||||||||||||
Total | $ | 50,776 | ||||||||||||
The Company has not experienced any other-than-temporary losses on its marketable securities and restricted marketable securities. The cost of securities sold is calculated using the specific identification method. | ||||||||||||||
Inventories
Inventories | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Inventories | ' | |||||||
Inventories | ' | |||||||
4. Inventories | ||||||||
Inventories consist of the following, in thousands: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
(unaudited) | ||||||||
Raw materials | $ | 4,799 | $ | 3,897 | ||||
Work in process | 2,280 | 1,347 | ||||||
Finished goods | 3,022 | 1,908 | ||||||
Total | $ | 10,101 | $ | 7,152 | ||||
Property_and_Equipment
Property and Equipment | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property and Equipment | ' | |||||||
Property and Equipment | ' | |||||||
5. Property and Equipment | ||||||||
Property and equipment consist of the following, in thousands: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
(unaudited) | ||||||||
Computer equipment | $ | 847 | $ | 798 | ||||
Software | 225 | 209 | ||||||
Lab equipment and furniture | 5,065 | 4,809 | ||||||
Leasehold improvements | 2,389 | 2,329 | ||||||
8,526 | 8,145 | |||||||
Less accumulated depreciation and amortization | (5,936 | ) | (5,591 | ) | ||||
$ | 2,590 | $ | 2,554 | |||||
Depreciation expense on property and equipment was approximately $176,000 and $345,000 for the three and six months ended June 30, 2014, respectively, and $105,000 and $211,000 for the three and six months ended June 30, 2013, respectively. | ||||||||
Intangible_Assets
Intangible Assets | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Intangible Assets | ' | |||||||||||||||
Intangible Assets | ' | |||||||||||||||
6. Intangible Assets | ||||||||||||||||
The Company purchased certain patents from Shire Laboratories, Inc. pursuant to a 2005 purchase agreement. These patents are being amortized over the weighted average life of the patents purchased in that transaction. Patent defense costs have been incurred in connection with complaints related to patents for Oxtellar XR (see Part II, Item I, Legal Proceedings). The following sets forth the gross carrying amount and related accumulated amortization of these intangible assets, in thousands: | ||||||||||||||||
June 30, 2014 | ||||||||||||||||
(unaudited) | December 31, 2013 | |||||||||||||||
Weighted- | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||
Average Life | Amount | Amortization | Amount | Amortization | ||||||||||||
Purchased patents | 10.0 | $ | 2,292 | $ | 1,953 | $ | 2,292 | $ | 1,838 | |||||||
Patent defense costs(1) | $ | 2,744 | $ | — | $ | 704 | $ | — | ||||||||
(1)Amortization of capitalized patent defense costs will begin upon successful outcome of the on-going litigation. Three U.S. patents have been issued covering Oxtellar XR, providing patent protection through 2027. | ||||||||||||||||
Amortization expense was approximately $57,000 for each of the three month periods ended June 30, 2014 and 2013 and was approximately $115,000 for each of the six month periods ended June 30, 2014 and 2013. The estimated annual aggregate amortization expense through December 31, 2015 is $229,000. | ||||||||||||||||
There were no indicators of impairment identified at June 30, 2014 or December 31, 2013. | ||||||||||||||||
Accrued_Liabilities
Accrued Liabilities | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Accrued Liabilities | ' | |||||||
Accrued Liabilities | ' | |||||||
7. Accrued Liabilities | ||||||||
Accrued liabilities are comprised of the following (and are included within the accounts payable and accrued expenses line item on the consolidated balance sheets), in thousands: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
(unaudited) | ||||||||
Accrued clinical trial and clinical supply costs | $ | 427 | $ | 2,253 | ||||
Accrued compensation | 5,415 | 5,016 | ||||||
Accrued sales rebates and allowances | 4,823 | 1,903 | ||||||
Accrued product costs | 2,057 | 2,503 | ||||||
Accrued sales and marketing expenses | 1,309 | 1,077 | ||||||
Accrued interest | 498 | 619 | ||||||
Other accrued liabilities | 2,701 | 1,801 | ||||||
$ | 17,230 | $ | 15,172 | |||||
Accrued clinical trial and clinical supply costs consist primarily of investigator fees, contract research organization services, contract manufacturing, pass-through costs and laboratory costs. Other accrued liabilities consist primarily of professional fees, distribution fees, and miscellaneous accrued expenses. | ||||||||
Convertible_Senior_Secured_Not
Convertible Senior Secured Notes | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Convertible Senior Secured Notes | ' | ||||
Convertible Senior Secured Notes | ' | ||||
8. Convertible Senior Secured Notes | |||||
The table below summarizes activity related to the Notes from issuance on May 3, 2013 through June 30, 2014, in thousands: | |||||
Gross proceeds | $ | 90,000 | |||
Initial value of interest make-whole derivative reported as debt discount | (9,270 | ) | |||
Conversion option reported as debt discount and APIC | (22,336 | ) | |||
Conversion of debt to equity - principal | (40,492 | ) | |||
Conversion of debt to equity - accretion of debt discount | 13,833 | ||||
Accretion of debt discount | 2,658 | ||||
December 31, 2013 carrying value | 34,393 | ||||
Conversion of debt to equity - principal (unaudited) | (9,707 | ) | |||
Conversion of debt to equity - accretion of debt discount (unaudited) | 2,977 | ||||
Accretion of debt discount (unaudited) | 1,008 | ||||
June 30, 2014 carrying value (unaudited) | $ | 28,671 | |||
During the six month period ended June 30, 2014, approximately $9.7 million of the Notes were presented to the Company for conversion. Accordingly, the Company issued approximately 1.8 million shares of common stock in conversion of the principal amount of the Notes. The Company issued an additional 0.3 million shares of common stock in settlement of the interest make-whole provision related to the converted Notes. As a result of the conversions, the Company incurred an approximately $1.7 million loss on extinguishment of debt during the six months ended June 30, 2014. | |||||
ShareBased_Payments
Share-Based Payments | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Share-Based Payments | ' | |||||||||||||
Share-Based Payments | ' | |||||||||||||
9. Share-Based Payments | ||||||||||||||
The Company has adopted the Supernus Pharmaceuticals, Inc. 2012 Equity Incentive Plan (the 2012 Plan), which is stockholder-approved, and provides for the grant of stock options and certain other awards, including stock appreciation rights (SAR), restricted and unrestricted stock, stock units, performance awards, cash awards and other awards that are convertible into or otherwise based on the Company’s common stock, to the Company’s key employees, directors, and consultants and advisors. The 2012 Plan is administered by the Company’s Board of Directors and provides for the issuance of up to 4,000,000 shares of the Company’s Common Stock. Option awards are granted with an exercise price equal to the estimated fair value of the Company’s Common Stock at the grant date; those option awards generally vest in four annual installments, starting on the first anniversary of the date of grant and have ten-year contractual terms. The 2012 Plan provides for the issuance of Common Stock of the Company upon the exercise of stock options. Share-based compensation recognized related to the grant of employee and non-employee stock options, SAR, and non-vested stock was as follows, in thousands: | ||||||||||||||
Three Months ended June 30, | Six Months ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
(unaudited) | (unaudited) | |||||||||||||
Research and development | $ | 162 | $ | 131 | $ | 320 | $ | 239 | ||||||
Selling, general and administrative | 448 | 301 | 897 | 530 | ||||||||||
Total | $ | 610 | $ | 432 | $ | 1,217 | $ | 769 | ||||||
The following table summarizes stock option and SAR activity: | ||||||||||||||
Weighted- | ||||||||||||||
Weighted- | Average | |||||||||||||
Number of | Average | Remaining | ||||||||||||
Options and SAR | Exercise Price | Contractual Term | ||||||||||||
Outstanding, December 31, 2013 | 1,463,043 | $ | 7.27 | 8.51 | ||||||||||
Granted (unaudited) | 656,285 | $ | 9.23 | |||||||||||
Exercised (unaudited) | (10,179 | ) | $ | 2.98 | ||||||||||
Forfeited or expired (unaudited) | (32,720 | ) | $ | 7.49 | ||||||||||
Outstanding, June 30, 2014 (unaudited) | 2,076,429 | $ | 7.91 | 8.52 | ||||||||||
As of December 31, 2013 | ||||||||||||||
Vested and expected to vest | 1,425,752 | $ | 7.26 | 8.5 | ||||||||||
Exercisable | 256,227 | $ | 4.47 | 6.44 | ||||||||||
As of June 30, 2014 | ||||||||||||||
Vested and expected to vest (unaudited) | 2,022,291 | $ | 7.89 | 8.5 | ||||||||||
Exercisable (unaudited) | 515,995 | $ | 6.23 | 7.36 | ||||||||||
Income_Loss_Per_Share
Income (Loss) Per Share | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Earnings Per Share | ' | |||||||||
Loss per Share | ' | |||||||||
10. Income (Loss) Per Share | ||||||||||
Basic income/(loss) per common share is determined by dividing loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted loss per share is computed by dividing the loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants, SAR and warrants, and the if-converted method (which reflects a calculated loss on debt extinguishment) is used to determine the dilutive effect of the Company’s Notes. The following common stock equivalents were excluded in the calculation of diluted loss per share because their effect would be anti-dilutive for the periods ended June 30, 2014 and 2013: | ||||||||||
Three Months ended June 30, | Six Months ended June 30, | |||||||||
2014 | 2013 | 2014 | 2013 | |||||||
(unaudited) | (unaudited) | |||||||||
Shares underlying Convertible Senior Secured Notes | 7,548,143 | 11,011,300 | 7,733,266 | 5,536,068 | ||||||
Warrants to purchase common stock | 20,571 | 9,543 | 20,928 | 12,592 | ||||||
Stock options, stock appreciation rights, and non-vested stock options | — | 137,349 | 259,478 | 160,061 | ||||||
The following table sets forth the computation of basic and diluted net income per share for the quarter ended June 30, 2014, unaudited, in thousands, except share and per share amounts: | ||||||||||
Three Months | ||||||||||
ended June 30, | ||||||||||
2014 | ||||||||||
(unaudited) | ||||||||||
Numerator, in thousands: | ||||||||||
Net income | $ | 3,202 | ||||||||
Denominator: | ||||||||||
Weighted average shares outstanding, basic | 42,056,285 | |||||||||
Effect of dilutive potential common shares: | ||||||||||
Stock options, Stock appreciation rights, and non-vested stock options | 315,852 | |||||||||
Total dilutive potential common shares | 315,852 | |||||||||
Weighted average shares outstanding, diluted | 42,372,137 | |||||||||
Net income per share, basic | $ | 0.08 | ||||||||
Net income per share, diluted | $ | 0.08 | ||||||||
Subsequent_Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Event | ' |
Subsequent Event | ' |
11. Subsequent Events | |
In July 2014, the Company entered into a Royalty Interest Acquisition Agreement with HealthCare Royalty Partners III, L.P. (HC Royalty). Pursuant to this Agreement, HC Royalty made a $30.0 million cash payment to the Company in consideration for acquiring from the Company certain royalty and milestone rights related to the commercialization of Orenitram™ (treprostinil) Extended-Release Tablets by the Company’s partner United Therapeutics Corporation. The Company will retain full ownership of the royalty rights after a certain threshold has been reached per the terms of the Agreement. The Company anticipates using these funds primarily to strengthen the balance sheet and enhance financial flexibility. | |
During the period from July 1, 2014 to August 8, 2014 holders of the Notes converted approximately $3.7 million of the Notes and the Company issued a total of approximately 0.7 million shares of common stock in conversion of the principal amount of the Notes and accrued interest thereon, and issued an additional 0.1 million shares of common stock in settlement of the interest make-whole provision related to the converted Notes. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Summary of Significant Accounting Policies | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The Company’s unaudited consolidated financial statements include the accounts of Supernus Pharmaceuticals, Inc. and Supernus Europe Ltd. These are collectively referred to herein as “Supernus” or “the Company.” All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s unaudited consolidated financial statements have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (SEC) for interim financial information. | |
As permitted under Generally Accepted Accounting Principles in the United States (U.S. GAAP), certain notes and other information have been omitted from the interim consolidated financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | |
In the opinion of management, the consolidated financial statements reflect all adjustments necessary to fairly present the Company’s financial position, results of operations, and cash flows for the periods presented. These adjustments are of a normal recurring nature. The Company currently operates in one business segment. | |
The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the Company’s future financial results. | |
Accounts Receivable, net | ' |
Accounts Receivable, net | |
Accounts receivable are reported in the consolidated balance sheets at outstanding amounts, less allowances for doubtful accounts and prompt pay discounts. The Company extends credit without requiring collateral. The Company writes off uncollectible receivables when the likelihood of collection is remote. The Company evaluates the collectability of accounts receivable on a regular basis. An allowance, when needed, is based upon various factors including the financial condition and payment history of customers, an overall review of collections experience on other accounts, and economic factors or events expected to affect future collections experience. No accounts have been written off in 2014 or 2013. No allowance for uncollectible receivables is recorded at June 30, 2014 or December 31, 2013. The Company recorded an allowance of approximately $0.2 million and $0.1 million for expected prompt-pay discounts as of June 30, 2014 and December 31, 2013, respectively. | |
Revenue Recognition on Product Sales | ' |
Revenue Recognition on Product Sales | |
Revenue from product sales is recognized when persuasive evidence of an arrangement exists; delivery has occurred and title of the product and associated risk of loss has passed to the customer; the price is fixed or determinable; collection from the customer has been reasonably assured; all performance obligations have been met; and returns and allowances can be reasonably estimated. Product sales are recorded net of estimated rebates, chargebacks, discounts, co-pay assistance and other deductions (collectively, “sales deductions”) as well as estimated product returns. | |
Our products are distributed through wholesalers and pharmaceutical distributors. Each of these wholesalers and distributors will take title and ownership of the product upon physical receipt of the product and then distribute our products to pharmacies. Beginning in the fourth quarter of 2013, the Company began recognizing revenue for Oxtellar XR, net of estimated sales deductions, at the time of shipment to wholesalers. Beginning in the second quarter of 2014, the Company began recognizing revenue for Trokendi XR, net of estimated sales deductions, at the time of shipment to wholesalers. | |
Milestone Payments | |
Milestone payments on licensing agreements are recognized as revenue when the collaborative partner acknowledges completion of the milestone and substantive effort was necessary to achieve the milestone. Management may recognize revenue contingent upon the achievement of a milestone in its entirety in the period in which the milestone is achieved only if the milestone meets all the criteria to be considered substantive. The Company recorded $2.0 million in milestone revenue during the three and six months ended June 30, 2014 and no milestone revenue during the three and six months ended June 30, 2013. | |
Change in Accounting Estimate | ' |
Change in Accounting Estimate | |
During the second quarter of 2014 the Company changed an accounting estimate regarding revenue recognition on product sales for Trokendi XR, which was launched in August 2013. The Company now recognizes revenue from Trokendi XR based on shipments to wholesalers, because the Company now has sufficient historical experience to estimate sales deductions. Previously, revenue was recognized based on prescriptions filled during the prior quarter. The effect of this change was to increase net product sales by $15.4 million and cost of product sales by $0.9 million for the three and six month periods ended June 30, 2014. | |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current GAAP and replace it with a principles-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative effect adjustment as of the date of adoption. Presently, the Company is assessing what effect the adoption of ASU 2014-09 will have on our consolidated financial statements and accompanying notes. | |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||
Schedule of fair value of the financial assets and liabilities | ' | |||||||||||||
In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value, in thousands: | ||||||||||||||
Fair Value Measurements at | ||||||||||||||
June 30, 2014 | ||||||||||||||
(unaudited) | ||||||||||||||
Significant | ||||||||||||||
Total Carrying | Quoted Prices | Other | Significant | |||||||||||
Value at | in Active | Observable | Unobservable | |||||||||||
June 30, | Markets | Inputs | Inputs | |||||||||||
2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Assets: | ||||||||||||||
Cash and cash equivalents | $ | 11,956 | 11,956 | — | — | |||||||||
Marketable securities | 35,314 | — | 35,314 | — | ||||||||||
Long term marketable securities | 15,462 | — | 15,462 | — | ||||||||||
Marketable securities - restricted (SERP) | 305 | — | 305 | — | ||||||||||
Total assets at fair value | $ | 63,037 | $ | 11,956 | $ | 51,081 | $ | — | ||||||
Liabilities: | ||||||||||||||
Derivative liabilities | $ | 8,834 | $ | — | $ | — | $ | 8,834 | ||||||
Fair Value Measurements at | ||||||||||||||
December 31, 2013 | ||||||||||||||
Significant | ||||||||||||||
Total Carrying | Quoted Prices | Other | Significant | |||||||||||
Value at | in Active | Observable | Unobservable | |||||||||||
December 31, | Markets | Inputs | Inputs | |||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Assets: | ||||||||||||||
Cash and cash equivalents | $ | 32,980 | $ | 32,980 | $ | — | $ | — | ||||||
Marketable securities | 49,211 | — | 49,211 | — | ||||||||||
Long term marketable securities | 8,756 | — | 8,756 | — | ||||||||||
Marketable securities - restricted (SERP) | 305 | — | 305 | — | ||||||||||
Total assets at fair value | $ | 91,252 | $ | 32,980 | $ | 58,272 | $ | — | ||||||
Liabilities: | ||||||||||||||
Derivative liabilities | $ | 12,644 | $ | — | $ | — | $ | 12,644 | ||||||
Schedule of Level 3 liabilities included in Non-current Liabilities on the Balance Sheet | ' | |||||||||||||
The following table presents information about the Company’s Level 3 liabilities as of December 31, 2013 and June 30, 2014 that are included in the Non-Current Liabilities section of the Consolidated Balance Sheets, in thousands: | ||||||||||||||
Six Months ended | ||||||||||||||
June 30, 2014 | ||||||||||||||
(unaudited) | ||||||||||||||
Balance at December 31, 2013 | $ | 12,644 | ||||||||||||
Changes in fair value of derivative liabilities included in earnings | (1,355 | ) | ||||||||||||
Reduction due to conversion of debt to equity | (2,455 | ) | ||||||||||||
Balance at June 30, 2014 | $ | 8,834 | ||||||||||||
Schedule of unrestricted marketable securities | ' | |||||||||||||
Unrestricted marketable securities held by the Company were as follows, in thousands: | ||||||||||||||
At June 30, 2014, unaudited: | ||||||||||||||
Available for Sale | Amortized | Gross | Gross | Fair Value | ||||||||||
Cost | Unrealized | Unrealized | ||||||||||||
Gains | Losses | |||||||||||||
Corporate debt securities | $ | 50,775 | $ | 30 | $ | (29 | ) | $ | 50,776 | |||||
At December 31, 2013: | ||||||||||||||
Available for Sale | Amortized | Gross | Gross | Fair Value | ||||||||||
Cost | Unrealized | Unrealized | ||||||||||||
Gains | Losses | |||||||||||||
Corporate debt securities | $ | 57,967 | $ | 33 | $ | (33 | ) | $ | 57,967 | |||||
Schedule of contractual maturities of the unrestricted marketable securities held | ' | |||||||||||||
The contractual maturities of the unrestricted marketable securities held by the Company were as follows, in thousands: | ||||||||||||||
June 30, | ||||||||||||||
2014 | ||||||||||||||
(unaudited) | ||||||||||||||
Less Than 1 Year | $ | 35,314 | ||||||||||||
1 - 5 Years | 15,462 | |||||||||||||
Greater Than 5 Years | — | |||||||||||||
Total | $ | 50,776 | ||||||||||||
Warrant To Purchase Common Stock [Member] | ' | |||||||||||||
Fair value of financial instruments | ' | |||||||||||||
Schedule of assumptions used to calculate fair value of liabilities | ' | |||||||||||||
Exercise Price | $4 - $5 per share | |||||||||||||
Volatility | 50% | |||||||||||||
Stock Price as of June 30, 2014 | $10.95 per share | |||||||||||||
Term | 6.5 - 7.5 years | |||||||||||||
Dividend Yield | 0.00% | |||||||||||||
Risk-Free Rate | 2.07% - 2.26% | |||||||||||||
Interest Make Whole Liability [Member] | ' | |||||||||||||
Fair value of financial instruments | ' | |||||||||||||
Schedule of assumptions used to calculate fair value of liabilities | ' | |||||||||||||
Volatility | 45% | |||||||||||||
Stock Price as of June 30, 2014 | $10.95 per share | |||||||||||||
Credit Spread | 1041 bps | |||||||||||||
Term | 2.8 years | |||||||||||||
Dividend Yield | 0.00% | |||||||||||||
Inventories_Tables
Inventories (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Inventories | ' | |||||||
Schedule of inventories | ' | |||||||
Inventories consist of the following, in thousands: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
(unaudited) | ||||||||
Raw materials | $ | 4,799 | $ | 3,897 | ||||
Work in process | 2,280 | 1,347 | ||||||
Finished goods | 3,022 | 1,908 | ||||||
Total | $ | 10,101 | $ | 7,152 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property and Equipment | ' | |||||||
Schedule of property and equipment | ' | |||||||
Property and equipment consist of the following, in thousands: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
(unaudited) | ||||||||
Computer equipment | $ | 847 | $ | 798 | ||||
Software | 225 | 209 | ||||||
Lab equipment and furniture | 5,065 | 4,809 | ||||||
Leasehold improvements | 2,389 | 2,329 | ||||||
8,526 | 8,145 | |||||||
Less accumulated depreciation and amortization | (5,936 | ) | (5,591 | ) | ||||
$ | 2,590 | $ | 2,554 | |||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Intangible Assets | ' | |||||||||||||||
Schedule of gross carrying amount and related accumulated amortization of the intangible assets | ' | |||||||||||||||
The following sets forth the gross carrying amount and related accumulated amortization of these intangible assets, in thousands: | ||||||||||||||||
June 30, 2014 | ||||||||||||||||
(unaudited) | December 31, 2013 | |||||||||||||||
Weighted- | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||
Average Life | Amount | Amortization | Amount | Amortization | ||||||||||||
Purchased patents | 10.0 | $ | 2,292 | $ | 1,953 | $ | 2,292 | $ | 1,838 | |||||||
Patent defense costs(1) | $ | 2,744 | $ | — | $ | 704 | $ | — | ||||||||
(1)Amortization of capitalized patent defense costs will begin upon successful outcome of the on-going litigation. Three U.S. patents have been issued covering Oxtellar XR, providing patent protection through 2027. | ||||||||||||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Accrued Liabilities | ' | |||||||
Schedule of accrued liabilities | ' | |||||||
Accrued liabilities are comprised of the following (and are included within the accounts payable and accrued expenses line item on the consolidated balance sheets), in thousands: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
(unaudited) | ||||||||
Accrued clinical trial and clinical supply costs | $ | 427 | $ | 2,253 | ||||
Accrued compensation | 5,415 | 5,016 | ||||||
Accrued sales rebates and allowances | 4,823 | 1,903 | ||||||
Accrued product costs | 2,057 | 2,503 | ||||||
Accrued sales and marketing expenses | 1,309 | 1,077 | ||||||
Accrued interest | 498 | 619 | ||||||
Other accrued liabilities | 2,701 | 1,801 | ||||||
$ | 17,230 | $ | 15,172 | |||||
Convertible_Senior_Secured_Not1
Convertible Senior Secured Notes (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Convertible Senior Secured Notes | ' | ||||
Summary of issuance of Notes reflected in balance sheet | ' | ||||
The table below summarizes activity related to the Notes from issuance on May 3, 2013 through June 30, 2014, in thousands: | |||||
Gross proceeds | $ | 90,000 | |||
Initial value of interest make-whole derivative reported as debt discount | (9,270 | ) | |||
Conversion option reported as debt discount and APIC | (22,336 | ) | |||
Conversion of debt to equity - principal | (40,492 | ) | |||
Conversion of debt to equity - accretion of debt discount | 13,833 | ||||
Accretion of debt discount | 2,658 | ||||
December 31, 2013 carrying value | 34,393 | ||||
Conversion of debt to equity - principal (unaudited) | (9,707 | ) | |||
Conversion of debt to equity - accretion of debt discount (unaudited) | 2,977 | ||||
Accretion of debt discount (unaudited) | 1,008 | ||||
June 30, 2014 carrying value (unaudited) | $ | 28,671 | |||
ShareBased_Payments_Tables
Share-Based Payments (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Share-Based Payments | ' | |||||||||||||
Schedule of share-based compensation recognized related to the grant of employee and non-employee stock options, SARS and non-vested stock | ' | |||||||||||||
Share-based compensation recognized related to the grant of employee and non-employee stock options, SAR, and non-vested stock was as follows, in thousands: | ||||||||||||||
Three Months ended June 30, | Six Months ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
(unaudited) | (unaudited) | |||||||||||||
Research and development | $ | 162 | $ | 131 | $ | 320 | $ | 239 | ||||||
Selling, general and administrative | 448 | 301 | 897 | 530 | ||||||||||
Total | $ | 610 | $ | 432 | $ | 1,217 | $ | 769 | ||||||
Summary of stock option and SAR activity | ' | |||||||||||||
Weighted- | ||||||||||||||
Weighted- | Average | |||||||||||||
Number of | Average | Remaining | ||||||||||||
Options and SAR | Exercise Price | Contractual Term | ||||||||||||
Outstanding, December 31, 2013 | 1,463,043 | $ | 7.27 | 8.51 | ||||||||||
Granted (unaudited) | 656,285 | $ | 9.23 | |||||||||||
Exercised (unaudited) | (10,179 | ) | $ | 2.98 | ||||||||||
Forfeited or expired (unaudited) | (32,720 | ) | $ | 7.49 | ||||||||||
Outstanding, June 30, 2014 (unaudited) | 2,076,429 | $ | 7.91 | 8.52 | ||||||||||
As of December 31, 2013 | ||||||||||||||
Vested and expected to vest | 1,425,752 | $ | 7.26 | 8.5 | ||||||||||
Exercisable | 256,227 | $ | 4.47 | 6.44 | ||||||||||
As of June 30, 2014 | ||||||||||||||
Vested and expected to vest (unaudited) | 2,022,291 | $ | 7.89 | 8.5 | ||||||||||
Exercisable (unaudited) | 515,995 | $ | 6.23 | 7.36 | ||||||||||
Income_Loss_Per_Share_Tables
Income (Loss) Per Share (Tables) | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Earnings Per Share | ' | |||||||||
Schedule of common stock equivalents excluded in the calculation of diluted loss per share | ' | |||||||||
Three Months ended June 30, | Six Months ended June 30, | |||||||||
2014 | 2013 | 2014 | 2013 | |||||||
(unaudited) | (unaudited) | |||||||||
Shares underlying Convertible Senior Secured Notes | 7,548,143 | 11,011,300 | 7,733,266 | 5,536,068 | ||||||
Warrants to purchase common stock | 20,571 | 9,543 | 20,928 | 12,592 | ||||||
Stock options, stock appreciation rights, and non-vested stock options | — | 137,349 | 259,478 | 160,061 | ||||||
Schedule of computation of basic and diluted net income per share | ' | |||||||||
The following table sets forth the computation of basic and diluted net income per share for the quarter ended June 30, 2014, unaudited, in thousands, except share and per share amounts: | ||||||||||
Three Months | ||||||||||
ended June 30, | ||||||||||
2014 | ||||||||||
(unaudited) | ||||||||||
Numerator, in thousands: | ||||||||||
Net income | $ | 3,202 | ||||||||
Denominator: | ||||||||||
Weighted average shares outstanding, basic | 42,056,285 | |||||||||
Effect of dilutive potential common shares: | ||||||||||
Stock options, Stock appreciation rights, and non-vested stock options | 315,852 | |||||||||
Total dilutive potential common shares | 315,852 | |||||||||
Weighted average shares outstanding, diluted | 42,372,137 | |||||||||
Net income per share, basic | $ | 0.08 | ||||||||
Net income per share, diluted | $ | 0.08 | ||||||||
Organization_and_Business_Deta
Organization and Business (Details) | 6 Months Ended |
Jun. 30, 2014 | |
product | |
Organization and Business | ' |
Number of proprietary products in clinical development | 2 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2014 | |
segment | |
Basis of Presentation | ' |
Number of business segments | 1 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details 2) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Accounts Receivable, net | ' | ' |
Allowance for uncollectible receivables | $0 | $0 |
Allowance for expected prompt-pay discounts | $200,000 | $100,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 3) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenue Recognition on Product Sales | ' | ' | ' | ' |
Milestone revenues recorded | $2,000,000 | $0 | $2,000,000 | $0 |
Change in Accounting Estimate | ' | ' | ' | ' |
Increase in net product sales | 27,609,000 | 154,000 | 36,604,000 | 154,000 |
Increase in cost of product sales | 1,661,000 | 4,000 | 2,155,000 | 4,000 |
Change in Revenue Recognition [Member] | ' | ' | ' | ' |
Change in Accounting Estimate | ' | ' | ' | ' |
Increase in net product sales | 15,400,000 | ' | 15,400,000 | ' |
Increase in cost of product sales | $900,000 | ' | $900,000 | ' |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Marketable securities | $35,314 | $49,211 |
Long term marketable securities | 15,462 | 8,756 |
Liabilities: | ' | ' |
Derivative liabilities | 8,834 | 12,644 |
Fair Value Inputs Level1 [Member] | ' | ' |
Assets: | ' | ' |
Cash and cash equivalents | 11,956 | 32,980 |
Total assets at fair value | 11,956 | 32,980 |
Fair Value Inputs Level2 [Member] | ' | ' |
Assets: | ' | ' |
Marketable securities | 35,314 | 49,211 |
Long term marketable securities | 15,462 | 8,756 |
Marketable securities - restricted (SERP) | 305 | 305 |
Total assets at fair value | 51,081 | 58,272 |
Fair Value Inputs Level3 [Member] | ' | ' |
Liabilities: | ' | ' |
Derivative liabilities | 8,834 | 12,644 |
Estimate Of Fair Value Fair Value Disclosure [Member] | ' | ' |
Assets: | ' | ' |
Cash and cash equivalents | 11,956 | 32,980 |
Marketable securities | 35,314 | 49,211 |
Long term marketable securities | 15,462 | 8,756 |
Marketable securities - restricted (SERP) | 305 | 305 |
Total assets at fair value | 63,037 | 91,252 |
Liabilities: | ' | ' |
Derivative liabilities | $8,834 | $12,644 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments (Details 2) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Fair Value of Financial Instruments | ' |
Interest rate (as a percent) | 7.50% |
Warrant To Purchase Common Stock [Member] | ' |
Assumptions used to calculate fair value of common stock warrant liability using Monte-Carlo simulation with a Black-Scholes lattice model | ' |
Volatility (as a percent) | 50.00% |
Stock Price (in dollars per share) | $10.95 |
Dividend Yield (as a percent) | 0.00% |
Warrant To Purchase Common Stock [Member] | Minimum [Member] | ' |
Assumptions used to calculate fair value of common stock warrant liability using Monte-Carlo simulation with a Black-Scholes lattice model | ' |
Exercise Price (in dollars per share) | $4 |
Term | '6 years 6 months |
Risk-Free Rate (as a percent) | 2.07% |
Warrant To Purchase Common Stock [Member] | Maximum [Member] | ' |
Assumptions used to calculate fair value of common stock warrant liability using Monte-Carlo simulation with a Black-Scholes lattice model | ' |
Exercise Price (in dollars per share) | $5 |
Term | '7 years 6 months |
Risk-Free Rate (as a percent) | 2.26% |
Interest Make Whole Liability [Member] | ' |
Assumptions used to calculate fair value of common stock warrant liability using Monte-Carlo simulation with a Black-Scholes lattice model | ' |
Volatility (as a percent) | 45.00% |
Stock Price (in dollars per share) | $10.95 |
Credit Spread (as a percent) | 10.41% |
Term | '2 years 9 months 18 days |
Dividend Yield (as a percent) | 0.00% |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments (Details 3) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Warrant and Interest Make-Whole Liability | ' | ' |
Reduction due to conversion of debt to equity | $10,676,000 | ' |
Note Liability | ' | ' |
Carrying value of the convertible notes | 28,671,000 | 34,393,000 |
Face value of the convertible notes | 39,800,000 | ' |
Estimated fair value of the convertible notes | 90,200,000 | ' |
Fair Value Inputs Level3 [Member] | Derivative Financial Instruments Liabilities [Member] | ' | ' |
Warrant and Interest Make-Whole Liability | ' | ' |
Balance at the beginning of the period | 12,644,000 | ' |
Changes in fair value of derivative liabilities and warrants included in earnings | -1,355,000 | ' |
Reduction due to conversion of debt to equity | -2,455,000 | ' |
Balance at the end of the period | $8,834,000 | ' |
Fair_Value_of_Financial_Instru5
Fair Value of Financial Instruments (Details 4) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value of Financial Instruments | ' | ' |
Corporate debt securities, Amortized Cost | $50,775 | $57,967 |
Corporate debt securities, Gross Unrealized Gains | 30 | 33 |
Corporate debt securities, Gross Unrealized Losses | -29 | -33 |
Corporate debt securities, Fair Value | 50,776 | 57,967 |
Contractual maturities of the unrestricted marketable securities held | ' | ' |
Less Than 1 Year | 35,314 | ' |
1-5 years | 15,462 | ' |
Corporate debt securities, Fair Value | $50,776 | $57,967 |
Inventories_Details
Inventories (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventories | ' | ' |
Raw materials | $4,799 | $3,897 |
Work in process | 2,280 | 1,347 |
Finished goods | 3,022 | 1,908 |
Total inventories | $10,101 | $7,152 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, gross | $8,526,000 | ' | $8,526,000 | ' | $8,145,000 |
Less accumulated depreciation and amortization | -5,936,000 | ' | -5,936,000 | ' | -5,591,000 |
Property and equipment, net | 2,590,000 | ' | 2,590,000 | ' | 2,554,000 |
Depreciation expense | 176,000 | 105,000 | 345,000 | 211,000 | ' |
Computer Equipment [Member] | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, gross | 847,000 | ' | 847,000 | ' | 798,000 |
Computer Software Intangible Asset [Member] | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, gross | 225,000 | ' | 225,000 | ' | 209,000 |
Lab Equipment And Furniture [Member] | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, gross | 5,065,000 | ' | 5,065,000 | ' | 4,809,000 |
Leasehold Improvements [Member] | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, gross | $2,389,000 | ' | $2,389,000 | ' | $2,329,000 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
patent | Patents [Member] | Patents [Member] | Patent Defense Costs [Member] | Patent Defense Costs [Member] | ||||
Finite lived intangible assets disclosures | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-Average Life | ' | ' | ' | ' | '10 years | '10 years | ' | ' |
Gross Carrying Amount | ' | ' | ' | ' | $2,292,000 | $2,292,000 | $2,744,000 | $704,000 |
Accumulated Amortization | ' | ' | ' | ' | 1,953,000 | 1,838,000 | ' | ' |
Number of U.S. patents issued | ' | ' | 3 | ' | ' | ' | ' | ' |
Additional disclosures | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense | 57,000 | 57,000 | 115,000 | 115,000 | ' | ' | ' | ' |
Estimated annual aggregate amortization expense through December 31, 2015 | ' | ' | $229,000 | ' | ' | ' | ' | ' |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities | ' | ' |
Accrued clinical trial and clinical supply costs | $427 | $2,253 |
Accrued compensation | 5,415 | 5,016 |
Accrued sales rebates and allowances | 4,823 | 1,903 |
Accrued product costs | 2,057 | 2,503 |
Accrued sales and marketing expenses | 1,309 | 1,077 |
Accrued interest | 498 | 619 |
Other accrued liabilities | 2,701 | 1,801 |
Total | $17,230 | $15,172 |
Convertible_Senior_Secured_Not2
Convertible Senior Secured Notes (Details) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | |||
Share data in Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 |
Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | ||||||
Details of Notes reflected in balance sheet | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds | ' | ' | ' | ' | ' | ' | $90,000,000 |
Initial value of interest make-whole derivative reported as debt discount | ' | ' | ' | ' | ' | ' | -9,270,000 |
Conversion option reported as debt discount and APIC | ' | ' | ' | ' | ' | ' | -22,336,000 |
Conversion of debt to equity - principal | ' | ' | ' | ' | ' | -9,707,000 | -40,492,000 |
Conversion of debt to equity - accretion of debt discount | ' | ' | ' | ' | ' | 2,977,000 | 13,833,000 |
Accretion of debt discount | ' | ' | ' | ' | ' | 1,008,000 | 2,658,000 |
Carrying value | 28,671,000 | ' | 28,671,000 | ' | 34,393,000 | 28,671,000 | 34,393,000 |
Shares of common stock issued in settlement of the interest make-whole provision | ' | ' | ' | ' | ' | 1.8 | ' |
Cash paid in settlement of the interest make-whole provision | ' | ' | ' | ' | ' | 300,000 | ' |
Loss on extinguishment of debt | 39,000 | 1,162,000 | 1,732,000 | 1,162,000 | ' | 1,700,000 | ' |
Proceeds from convertible debt issuance | ' | ' | ' | $90,000,000 | ' | ' | ' |
ShareBased_Payments_Details
Share-Based Payments (Details) (Equity Incentive Plan2012 [Member]) | 6 Months Ended |
Jun. 30, 2014 | |
installment | |
Share-based payments | ' |
Maximum number of shares of common stock provided for issuance | 4,000,000 |
Employee Stock Option [Member] | ' |
Share-based payments | ' |
Number of annual installments in which the awards would generally vest starting on the first anniversary of the date of grant | 4 |
Contractual term | '10 years |
ShareBased_Payments_Details_2
Share-Based Payments (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Share-based Payments | ' | ' | ' | ' |
Share-based compensation recognized | $610 | $432 | $1,217 | $769 |
Research And Development Expense [Member] | ' | ' | ' | ' |
Share-based Payments | ' | ' | ' | ' |
Share-based compensation recognized | 162 | 131 | 320 | 239 |
Selling General And Administrative Expenses [Member] | ' | ' | ' | ' |
Share-based Payments | ' | ' | ' | ' |
Share-based compensation recognized | $448 | $301 | $897 | $530 |
ShareBased_Payments_Details_3
Share-Based Payments (Details 3) (Stock Option Stock Appreciation Rights [Member], USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Stock Option Stock Appreciation Rights [Member] | ' | ' |
Number of Options and SAR | ' | ' |
Outstanding at the beginning of the period (in shares) | 1,463,043 | ' |
Granted (in shares) | 656,285 | ' |
Exercised (in shares) | -10,179 | ' |
Forfeited or expired (in shares) | -32,720 | ' |
Outstanding at the end of the period (in shares) | 2,076,429 | 1,463,043 |
Vested and expected to vest (in shares) | 2,022,291 | 1,425,752 |
Exercisable (in shares) | 515,995 | 256,227 |
Weighted-Average Exercise Price | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | $7.27 | ' |
Granted (in dollars per share) | $9.23 | ' |
Exercised (in dollars per share) | $2.98 | ' |
Forfeited or expired (in dollars per share) | $7.49 | ' |
Outstanding at the end of the period (in dollars per share) | $7.91 | $7.27 |
Vested and expected to vest (in dollars per share) | $7.89 | $7.26 |
Exercisable (in dollars per share) | $6.23 | $4.47 |
Weighted-Average Remaining Contractual Term | ' | ' |
Outstanding at the end of the period | '8 years 6 months 7 days | '8 years 6 months 4 days |
Vested and expected to vest | '8 years 6 months | '8 years 6 months |
Exercisable | '7 years 4 months 10 days | '6 years 5 months 9 days |
Income_Loss_Per_Share_Details
Income (Loss) Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Numerator, in thousands: | ' | ' | ' | ' |
Net income (loss) | $3,202 | ($27,357) | ($12,342) | ($45,771) |
Denominator: | ' | ' | ' | ' |
Weighted Average Number of Shares Outstanding, Basic | 42,056,285 | 30,897,075 | 41,595,232 | 30,886,309 |
Effect of dilutive potential common shares: | ' | ' | ' | ' |
Stock options, Stock appreciation rights, and non-vested stock options | 315,852 | ' | ' | ' |
Total dilutive potential common shares | 315,852 | ' | ' | ' |
Weighted Average Number of Shares Outstanding, Diluted | 42,372,137 | 30,897,075 | 41,595,232 | 30,886,309 |
Net income per share, basic | $0.08 | ($0.89) | ($0.30) | ($1.48) |
Net income per share, diluted | $0.08 | ($0.89) | ($0.30) | ($1.48) |
Convertible Notes Payable [Member] | ' | ' | ' | ' |
Loss Per Share | ' | ' | ' | ' |
Common stock equivalents excluded in the calculation of diluted loss per share | 7,548,143 | 11,011,300 | 7,733,266 | 5,536,068 |
Warrant To Purchase Common Stock [Member] | ' | ' | ' | ' |
Loss Per Share | ' | ' | ' | ' |
Common stock equivalents excluded in the calculation of diluted loss per share | 20,571 | 9,543 | 20,928 | 12,592 |
Stock Options And Employee Stock Purchase Plan Awards [Member] | ' | ' | ' | ' |
Loss Per Share | ' | ' | ' | ' |
Common stock equivalents excluded in the calculation of diluted loss per share | ' | 137,349 | 259,478 | 160,061 |
Subsequent_Event_Details
Subsequent Event (Details) (Subsequent Event [Member], USD $) | 1 Months Ended | |
Share data in Millions, unless otherwise specified | Aug. 08, 2014 | Jul. 31, 2014 |
Health Care Royalty Partners I I I L P [Member] | ||
Subsequent events | ' | ' |
Royalty and milestone payments received | ' | $30,000,000 |
Principal amount of the Notes converted | $3,700,000 | ' |
Shares of common stock issued in conversion of Notes and accrued interest thereon | 0.7 | ' |
Shares of common stock issued in settlement of the interest make-whole provision | 0.1 | ' |