Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 30, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ACUCELA INC. | ||
Entity Central Index Key | 1400482 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 35,809,467 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $138,370,000 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $18,778 | $13,994 |
Investments | 85,008 | 14,947 |
Accounts receivable from collaborations | 5,285 | 10,262 |
Deferred tax asset | 61 | 1,114 |
Prepaid expenses and other current assets | 2,582 | 1,964 |
Total current assets | 111,714 | 42,281 |
Property and equipment, net | 742 | 1,112 |
Long-term investments | 84,033 | 3,478 |
Long-term deferred tax asset | 42 | 1,280 |
Deferred offering costs | 0 | 5,548 |
Other assets | 435 | 349 |
Total assets | 196,966 | 54,048 |
Current liabilities: | ||
Current maturities of contingently convertible debt, related party | 0 | 12,000 |
Accounts payable | 441 | 754 |
Accrued liabilities | 4,176 | 6,579 |
Accrued compensation | 1,683 | 3,269 |
Deferred revenue from collaborations | 6,231 | 0 |
Deferred rent and lease incentives | 25 | 267 |
Total current liabilities | 12,556 | 22,869 |
Commitments and contingencies (Note 13) | ||
Long-term deferred rent, lease incentives, and others | 47 | 55 |
Total long-term liabilities | 47 | 55 |
Shareholders’ equity: | ||
Common stock, no par value, 100,000 shares authorized as of December 31, 2014 and 60,000 shares authorized as of December 31, 2013; issued and outstanding, 35,809 shares as of December 31, 2014 and 11,971 shares as of December 31, 2013 | 186,589 | 3,654 |
Additional paid-in capital | 3,601 | 2,728 |
Accumulated other comprehensive loss | -361 | -7 |
Accumulated deficit | -5,466 | -3,460 |
Total shareholders’ equity | 184,363 | 31,124 |
Total liabilities and shareholders’ equity | 196,966 | 54,048 |
Preferred Stock | Series A | ||
Shareholders’ equity: | ||
Convertible preferred stock | 0 | 2,051 |
Preferred Stock | Series B | ||
Shareholders’ equity: | ||
Convertible preferred stock | 0 | 13,387 |
Preferred Stock | Series C | ||
Shareholders’ equity: | ||
Convertible preferred stock | $0 | $12,771 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 100,000 | 60,000 |
Common stock, shares issued | 35,809 | 11,971 |
Common stock, shares outstanding | 35,809 | 11,971 |
Preferred Stock | Series A | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 0 | 2,734 |
Preferred stock, shares issued | 0 | 2,734 |
Preferred stock, shares outstanding | 0 | 2,734 |
Preferred Stock | Series B | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 0 | 17,900 |
Preferred stock, shares issued | 0 | 17,900 |
Preferred stock, shares outstanding | 0 | 17,900 |
Preferred Stock | Series C | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 0 | 31,818 |
Preferred stock, shares issued | 0 | 11,807 |
Preferred stock, shares outstanding | 0 | 11,807 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Revenue from collaborations | $35,396 | $52,947 | $46,424 |
Expenses: | |||
Research and development | 25,582 | 36,405 | 31,604 |
General and administrative | 10,002 | 9,548 | 7,787 |
Total expenses | 35,584 | 45,953 | 39,391 |
Income (loss) from operations | -188 | 6,994 | 7,033 |
Other income (expense), net: | |||
Interest income | 519 | 122 | 27 |
Interest expense | -15 | -116 | -138 |
Other income (expense), net | 37 | 182 | -97 |
Total other income (expense), net | 541 | 188 | -208 |
Income before income tax | 353 | 7,182 | 6,825 |
Income tax expense | -2,359 | -2,883 | -2,647 |
Net income (loss) | -2,006 | 4,299 | 4,178 |
Net income attributable to participating securities | 0 | 3,138 | 3,056 |
Net income (loss) attributable to common shareholders | ($2,006) | $1,161 | $1,122 |
Net income (loss) per share attributable to common shareholders | |||
Basic net income (loss) per share attributable to common shareholders (in dollars per share) | ($0.06) | $0.10 | $0.09 |
Diluted net income (loss) per share attributable to common shareholders (in dollars per share) | ($0.06) | $0.09 | $0.09 |
Weighted average shares used to compute net income (loss) per share attributable to common shareholders: | |||
Basic (shares) | 32,869 | 11,964 | 11,901 |
Diluted (shares) | 32,869 | 12,355 | 12,158 |
STATEMENTS_OF_COMPREHENSIVE_IN
STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | ($2,006) | $4,299 | $4,178 |
Other comprehensive income (loss): | |||
Net unrealized gain (loss) on securities, net of tax of $48, $3 and $0 | -354 | -7 | 6 |
Comprehensive income (loss) | ($2,360) | $4,292 | $4,184 |
STATEMENTS_OF_COMPREHENSIVE_IN1
STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net unrealized gain (loss) on securities, tax expense (benefit) | $48 | $3 | $0 |
STATEMENTS_OF_SHAREHOLDERS_EQU
STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Total | Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
In Thousands, except Share data, unless otherwise specified | Series A | Series B | Series C | |||||
Balance at Dec. 31, 2011 | $20,840 | $2,051 | $13,387 | $12,771 | $3,133 | $1,441 | ($6) | ($11,937) |
Balance (in shares) at Dec. 31, 2011 | 2,734,000 | 17,900,000 | 11,807,000 | 11,899,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | 524 | 524 | ||||||
Common stock issued in connection with stock option exercises (in shares) | 5,000 | |||||||
Common stock issued in connection with stock option exercises | 2 | 2 | ||||||
Common stock issued in connection with the restricted stock purchase agreement (in shares) | 6,000 | |||||||
Common stock issued in connection with the restricted stock purchase agreement | 57 | 57 | ||||||
Net income (loss) | 4,178 | 4,178 | ||||||
Unrealized gain (loss) on marketable securities available for sale | 6 | 6 | ||||||
Balance at Dec. 31, 2012 | 25,607 | 2,051 | 13,387 | 12,771 | 3,192 | 1,965 | -7,759 | |
Balance (in shares) at Dec. 31, 2012 | 2,734,000 | 17,900,000 | 11,807,000 | 11,910,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | 667 | 667 | ||||||
Excess net tax benefit related to share-based awards | 96 | 96 | ||||||
Common stock issued in connection with stock option exercises (in shares) | 30,000 | |||||||
Common stock issued in connection with stock option exercises | 6 | 6 | ||||||
Common stock issued in connection with the restricted stock purchase agreement (in shares) | 31,000 | |||||||
Common stock issued in connection with the restricted stock purchase agreement | 456 | 456 | ||||||
Net income (loss) | 4,299 | 4,299 | ||||||
Unrealized gain (loss) on marketable securities available for sale | -7 | -7 | ||||||
Balance at Dec. 31, 2013 | 31,124 | 2,051 | 13,387 | 12,771 | 3,654 | 2,728 | -7 | -3,460 |
Balance (in shares) at Dec. 31, 2013 | 2,734,000 | 17,900,000 | 11,807,000 | 11,971,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | 516 | 516 | ||||||
Excess net tax benefit related to IPO costs | 421 | 421 | ||||||
Excess net tax benefit related to share-based awards | -64 | -64 | ||||||
Common stock issued in connection with stock option exercises (in shares) | 188,000 | |||||||
Common stock issued in connection with stock option exercises | 682 | 682 | ||||||
Net income (loss) | -2,006 | -2,006 | ||||||
Common stock issued in connection with IPO offering, net of issuance costs of $7,093 (in shares) | 9,200,000 | |||||||
Common stock issued in connection with IPO offering, net of issuance costs of $7,093 | 142,044 | 142,044 | ||||||
Common stock issued in connection with conversion of convertible preferred stock upon IPO (in shares) | -2,734,000 | -17,900,000 | -11,807,000 | 10,814,000 | ||||
Common stock issued in connection with conversion of convertible preferred stock upon IPO | -2,051 | -13,387 | -12,771 | 28,209 | ||||
Common stock issued in connection with conversion of contingently convertible notes upon IPO (in shares) | 3,636,000 | |||||||
Common stock issued in connection with conversion of contingently convertible notes upon IPO | 12,000 | 12,000 | ||||||
Unrealized gain (loss) on marketable securities available for sale | -354 | -354 | ||||||
Balance at Dec. 31, 2014 | $184,363 | $0 | $0 | $0 | $186,589 | $3,601 | ($361) | ($5,466) |
Balance (in shares) at Dec. 31, 2014 | 0 | 0 | 0 | 35,809,000 |
STATEMENTS_OF_SHAREHOLDERS_EQU1
STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | $7,093 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities | |||
Net income (loss) | ($2,006) | $4,299 | $4,178 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 501 | 531 | 464 |
Amortization of deferred financing costs | 0 | 0 | 10 |
Loss from the disposal of fixed assets | 0 | 0 | 79 |
Stock-based compensation | 516 | 1,123 | 581 |
Amortization of premium/discount on marketable securities | 1,175 | 332 | 107 |
Deferred taxes | 2,349 | 2,274 | 2,434 |
Excess net tax provision related to share-based awards | -64 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable from collaborations | 4,977 | -1,562 | 3,551 |
Prepaid expenses and other current assets | -197 | -443 | -1,037 |
Accounts payable | -313 | -102 | -1,949 |
Accrued liabilities | -2,403 | 2,650 | 1,315 |
Accrued compensation | -1,586 | 856 | 778 |
Deferred rent and lease incentives | -250 | -264 | 48 |
Deferred revenue from collaborations | 6,231 | -2,570 | 570 |
Other assets | -86 | 122 | 117 |
Net cash provided by operating activities | 8,844 | 7,246 | 11,246 |
Cash flows from investing activities | |||
Purchases of marketable securities available for sale | -201,134 | -23,217 | -15,580 |
Maturities of marketable securities available for sale | 48,931 | 17,136 | 12,163 |
Additions to property and equipment | -131 | -500 | -326 |
Net cash used in investing activities | -152,334 | -6,581 | -3,743 |
Cash flows from financing activities | |||
Proceeds from issuance of common stock | 149,819 | 6 | 2 |
Restricted investments income | 0 | 0 | -13 |
Excess net tax benefit related to share-based awards | 0 | 96 | 0 |
Payments for deferred offering costs | -1,545 | -3,412 | -613 |
Net cash used in financing activities | 148,274 | -3,310 | -624 |
(Decrease) increase in cash and cash equivalents | 4,784 | -2,645 | 6,879 |
Cash and cash equivalents—beginning of year | 13,994 | 16,639 | 9,760 |
Cash and cash equivalents—end of year | 18,778 | 13,994 | 16,639 |
Supplemental disclosure | |||
Cash paid for interest | 0 | 0 | 420 |
Cash paid for income taxes | 60 | 828 | 151 |
Unpaid deferred offering costs | 5,548 | 937 | 0 |
Restriction of investments as collateral | 0 | -5,759 | 5,750 |
Conversion of convertible preferred stock upon IPO | 28,209 | 0 | 0 |
Conversion of contingently convertible debt, related party, upon IPO | $12,000 | $0 | $0 |
Business_and_Basis_of_Presenta
Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation |
Business | |
Acucela Inc. (“we,” “our” and “us”) is a clinical-stage biotechnology company that specializes in discovering and developing novel drug candidates to potentially treat and slow the progression of sight-threatening ophthalmic diseases affecting millions of individuals worldwide. In 2008, we and Otsuka Pharmaceutical Co., Ltd. (“Otsuka”) entered into a definitive agreement to co-develop emixustat hydrochloride ("emixustat"), our lead compound for dry AMD. Emixustat is in Phase 2b/3 clinical development in the United States. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. | |
Segments | |
We operate in one segment, pharmaceutical product development. All of our significant assets are located in the United States. During the years ended December 31, 2014, 2013, and 2012, all revenue was generated in the United States. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies |
Revenue Recognition | |
Our business strategy includes entering into collaboration agreements with pharmaceutical companies for the development and commercialization of our product candidates. The terms of the agreements may include nonrefundable license fees, funding of research and development activities, payments based upon achievement of development milestones, payments based upon achievement of revenue milestones, or royalties on product sales. We recognize revenue when four basic criteria have been met: (a) persuasive evidence of an arrangement exists; (b) delivery has occurred or services rendered; (c) the fee is fixed or determinable; and (d) collectability is reasonably assured. | |
Revenue recognized for the years ended December 31, 2014, 2013, and 2012 consists entirely of amounts derived from our collaboration agreements with Otsuka (See Note 11). | |
Multiple Element Arrangements | |
Our collaboration agreements are multiple element arrangements that must be analyzed to identify the deliverables included in the agreements and determine if the deliverables qualify as separate units of accounting. Deliverables are considered a separate unit of accounting when all of the following criteria are met: (i) the delivered item has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item, and the delivery or performance of the undelivered item is considered probable and substantially within our control. There are no rights of return in our collaboration agreements. | |
Arrangement consideration is allocated to the separate units of accounting based on their relative selling prices. We follow a hierarchy to determine the selling price for each unit of accounting, determining first if there is vendor-specific objective evidence (“VSOE”) of fair value (the price at which the goods or services are regularly sold by us on a standalone basis). If VSOE of fair value is not available, third-party evidence (“TPE”) of vendors selling similar goods or services to similarly situated customers on a standalone basis is used to establish fair value. If neither VSOE nor TPE of fair value exists, we use our best estimate of the selling price (“BESP”) for that unit of accounting. Our BESP represents the price at which we would transact if we regularly sold the unit of accounting on a standalone basis. | |
We consider market conditions and entity-specific factors when estimating the selling price. Once the selling price for each unit of accounting has been established, the consideration received is allocated among the units of accounting based on their relative selling price, and the applicable revenue recognition criteria are applied to each of the separate units. The amount of arrangement consideration allocable to a delivered item that is a separate unit of accounting is limited to arrangement consideration that is fixed or determinable. Payments that are contingent upon the occurrence of future events that are not exclusively within our control are excluded from the allocable arrangement consideration until the contingency is resolved. | |
When we have continuing performance obligations, revenue is recognized using one of two methods. Where we are able to estimate the total amount of services under a unit of accounting and such performance obligations are provided on a best-efforts basis, revenue is recognized using a proportional performance model. Costs incurred to date compared to total expected costs are used to determine proportional performance, as this is considered to be representative of the delivery of outputs. Changes in estimates of total expected costs are accounted for prospectively as a change in estimates. When we cannot reasonably estimate the total amount of service that is to be performed, but can reasonably estimate when the performance obligation ceases or becomes inconsequential, a time-based method is used to recognize revenue. Under the time-based method, revenue is recognized ratably over the estimated performance period of the unit of accounting, but not before the removal of any contingencies. If we cannot reasonably estimate when our performance obligation either ceases or becomes inconsequential and perfunctory, then revenue is not recognized until we can reasonably estimate when the performance obligation ceases or becomes inconsequential and perfunctory. Revenue is then recognized over the remaining estimated period of performance. Significant management judgment is required in determining the level of effort required and the period over which we are expected to complete our performance obligations under each unit of accounting. | |
Substantive Milestone Payments | |
Our collaboration agreements contain substantive milestones. A substantive milestone is defined as an event that meets the following conditions: (i) there is substantive uncertainty on the date the arrangement is entered into about whether the event will be achieved; (ii) achievement of the event is based in whole, or in part, on either our performance or a specific outcome resulting from our performance; and (iii) achievement of the event results in additional payment due to us. For a milestone to be considered substantive, the payment associated with our achievement must have all of the following characteristics: (i) relate solely to our past performance; (ii) be reasonable relative to all of the deliverables and payment terms in the arrangement; and (iii) be commensurate with either our effort required to achieve the milestone or the enhanced value of the delivered item(s) as a result of the milestone achievement. | |
Substantive milestone payments are recognized as revenue upon achievement of the milestone only if all of the previous conditions are met and the milestone payments are nonrefundable. Determination as to whether a payment meets the aforementioned conditions involves management’s judgment. If any of the aforementioned conditions are not met, the resulting payment would not be considered a substantive milestone and, therefore, the resulting payment would be determined to be part of the allocable arrangement consideration and would be recognized as revenue as such performance obligations are performed under either the proportional performance or time-based methods, as applicable, and in accordance with the policies as described above. | |
Deferred Revenue | |
Amounts received prior to satisfying the above revenue recognition criteria are recorded as deferred revenue. | |
Cash and Cash Equivalents and Investments | |
We consider investments in highly liquid instruments purchased with an original maturity at purchase of three months or less to be cash equivalents. The amounts are recorded at cost, which approximates fair value. Our cash equivalents consist of money market funds and certificates of deposit, and money market funds and corporate debt securities, at December 31, 2014 and 2013, respectively. | |
We have classified our entire investment portfolio, which consists of corporate debt securities, commercial paper and certificates of deposit, as available-for-sale. Available-for-sale securities are stated at fair value as of each balance sheet date based on market quotes, and unrealized gains and losses are reflected as a net amount under the caption of accumulated other comprehensive loss. Premiums or discounts arising at acquisition are amortized into earnings. | |
We periodically evaluate whether declines in fair values of our investments below their cost are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as whether it is more likely than not that we will hold the investment until recovery of its amortized cost basis. Realized gains and losses are calculated using the specific identification method. Realized gains and losses and declines in value judged to be other-than-temporary are recorded within the statements of income under the caption other income (expense). | |
We consider an investment with a maturity greater than twelve months from the balance sheet date as long-term and a maturity less than twelve months as short-term at the balance sheet date. | |
Accounts Receivable | |
Our accounts receivable, as of December 31, 2014 and 2013, consist of amounts due from our collaborations with Otsuka. There was no allowance for doubtful accounts for the periods presented, as we believe all outstanding amounts will be paid based on our contractual arrangements with Otsuka and history of successful collections thereunder and collateral is not required. | |
Property and Equipment | |
Property and equipment are recorded at cost, less accumulated depreciation. We provide for depreciation of equipment on a straight-line basis over an estimated useful life of five years, except leasehold improvements which are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the assets. | |
Expenditures for maintenance and repairs are expensed as incurred. | |
Long-lived assets held for use are subject to an impairment assessment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset. We have recorded no impairment charges for the periods presented. | |
Fair Value | |
We measure and report at fair value our cash equivalents and investment securities. Fair value is defined as 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 on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. | |
The carrying amounts reflected in the balance sheets for accounts receivable and accounts payable approximate fair value due to their short-term nature. | |
Stock-Based Compensation | |
Stock-based compensation cost is estimated at the grant date based on the award’s fair value and is recognized on a straight line basis as expense, less estimated forfeitures, over the requisite service period, which is generally the vesting period. The fair value of stock options under our equity-based incentive plans (the "Equity Plans") are calculated using the Black-Scholes-Merton (“BSM”) option pricing model. The BSM model requires various judgmental assumptions regarding volatility and expected option life. If any of the assumptions used in the BSM model change significantly, stock-based compensation expense for new awards may differ materially from that recorded for existing awards. | |
Equity awards to nonexecutive employees generally vest and become exercisable over a four-year period. Equity awards to executives generally vest and become exercisable over a five-year period. In 2014, we began granting restricted stock unit awards to employees. | |
Research and Development Costs | |
Research and development costs include salaries, fees paid to external service providers and contract research organizations to conduct research and development activities, laboratory supplies, license fees, consulting fees, and travel. Research and development costs are expensed as incurred. | |
Deferred Offering Costs | |
External costs we incurred directly attributable to our public offering were deferred and recorded as noncurrent assets and were offset against the proceeds of our 2014 initial public offering. | |
401(k) Retirement Plan | |
We sponsor an employee retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended. All employees who meet minimum eligibility requirements are eligible to participate in the plan. Beginning in 2015, we match 50% on the first 6% of employee contributions made to the plan. In January 2015, the Board of Directors also authorized a non-elective discretionary employer contribution of $0.4 million which vests over a four-year period, based on employee hire dates. | |
Income Taxes | |
We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have already been recognized in the financial statements or tax returns. Excess tax benefits associated with stock option exercises and other equity awards are credited to stockholders' equity. Deferred tax liabilities and assets are based on the difference between financial statement carrying amounts and the tax basis of assets and liabilities, operating loss, and tax credit carryforwards and are measured using enacted tax rates expected to be in effect in the years the differences or carryforwards are anticipated to be recovered or settled. A valuation allowance is established when we believe that it is more likely than not that benefits of the deferred tax assets will not be realized. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers. This ASU amends the existing accounting standards for revenue recognition. Under the new revenue recognition model, a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The amendment may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. We are currently evaluating the transition alternatives and impact on our financial statements. |
Cash_and_Cash_Equivalents_and_
Cash and Cash Equivalents and Investments | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Cash and Cash Equivalents and Investments | Cash and Cash Equivalents and Investments | |||||||||||||||
Cash, cash equivalents and investments at December 31, 2014 and 2013 include all cash, money market funds, corporate debt securities, commercial paper and certificates of deposit. We consider our investments as available-for-sale. Available-for-sale securities are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: | ||||||||||||||||
Level 1—Quoted prices in active markets for identical assets and liabilities, | ||||||||||||||||
Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities, and | ||||||||||||||||
Level 3—Unobservable inputs in which there is little or no market data available, which requires us to develop our own assumptions. | ||||||||||||||||
We measure the fair value of money market funds based on quoted prices in active markets for identical assets or liabilities. All other financial instruments were valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. We did not hold any financial instruments categorized as Level 3 as of December 31, 2014 or 2013. | ||||||||||||||||
Cash and cash equivalents and investments as of December 31, 2014 and 2013 consisted of the following (in thousands): | ||||||||||||||||
December 31, 2014 | ||||||||||||||||
Amortized | Gross Unrealized | Fair | ||||||||||||||
Cost | Holding | Holding | Value | |||||||||||||
Gains | Losses | |||||||||||||||
Cash | $ | 767 | $ | — | $ | — | $ | 767 | ||||||||
Level 1 Securities: | ||||||||||||||||
Money market funds | 17,771 | — | — | 17,771 | ||||||||||||
Level 2 Securities: | ||||||||||||||||
Commercial paper | 15,992 | 2 | (1 | ) | 15,993 | |||||||||||
Corporate debt securities | 131,586 | — | (398 | ) | 131,188 | |||||||||||
Certificates of deposit | 22,115 | 4 | (19 | ) | 22,100 | |||||||||||
$ | 188,231 | $ | 6 | $ | (418 | ) | $ | 187,819 | ||||||||
31-Dec-13 | ||||||||||||||||
Amortized | Gross Unrealized | Fair | ||||||||||||||
Cost | Holding | Holding | Value | |||||||||||||
Gains | Losses | |||||||||||||||
Cash | $ | 868 | $ | — | $ | — | $ | 868 | ||||||||
Level 1 Securities: | ||||||||||||||||
Money market funds | 12,501 | — | — | 12,501 | ||||||||||||
Level 2 Securities: | ||||||||||||||||
Commercial paper | 1,099 | 1 | — | 1,100 | ||||||||||||
Corporate debt securities | 12,101 | — | (4 | ) | 12,097 | |||||||||||
Municipal bonds | 625 | — | — | 625 | ||||||||||||
Certificates of deposit | 5,235 | 2 | (9 | ) | 5,228 | |||||||||||
$ | 32,429 | $ | 3 | $ | (13 | ) | $ | 32,419 | ||||||||
As of December 31, 2014, $5.2 million of certificates of deposit and $78.8 million of corporate debt securities mature in greater than one year, but less than two years. There were no investments which were in an unrealized loss position for a period of twelve months or more. All other investment securities held at December 31, 2014 mature within 12 months. | ||||||||||||||||
Market values were determined for each individual security in the investment portfolio. The declines in value of certain of these investments are primarily related to changes in interest rates and are considered to be temporary in nature. We evaluate, among other things, the duration and extent to which the fair value of a security is less than its cost, the financial condition of the issuer, and our intent to sell, or whether it is more likely than not we will be required to sell the security before recovery of the amortized cost basis. We do not consider these investments to be other-than-temporarily impaired as of December 31, 2014. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment as of December 31, 2014 and 2013 consist of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Laboratory equipment | $ | 2,910 | $ | 2,844 | ||||
Leasehold improvements | 1,812 | 1,812 | ||||||
Office furniture and equipment | 497 | 457 | ||||||
5,219 | 5,113 | |||||||
Less accumulated depreciation and amortization | (4,477 | ) | (4,001 | ) | ||||
Property and equipment, net | $ | 742 | $ | 1,112 | ||||
Contingently_Convertible_Debt_
Contingently Convertible Debt with Related Party | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Contingently Convertible Debt with Related Party | Contingently Convertible Debt with Related Party |
The contingently convertible debt was automatically converted into 3,636,365 shares of common stock upon the closing of our 2014 IPO. The number of shares issued upon conversion was determined by dividing the principal of the note by $3.30, which was subject to adjustment for any subsequent recapitalizations, stock combinations, stock dividends, or stock splits. | |
SBI Holdings, Inc. (a related party), the holder of the notes and one of our shareholders, received payment for interest, at approximately 1% average interest rate, on the unsecured promissory notes of $0.4 million in the year ended December 31, 2012. |
Shareholders_Equity
Shareholders' Equity | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||
Shareholders' Equity | Shareholders’ Equity | |||||||||||
Common Stock | ||||||||||||
Our articles of incorporation, as amended and restated, authorize us to issue 100,000,000 shares of common stock without par value. | ||||||||||||
In February 2014, upon the closing of our IPO, all shares of our outstanding convertible preferred stock automatically converted into 10,813,867 shares of common stock. We issued 9,200,000 shares of common stock for aggregate proceeds of $142.0 million from the IPO, net of underwriters’ discounts and commissions, and offering expenses. In addition, upon the closing of the IPO, $12.0 million of outstanding principal underlying convertible notes that we issued to affiliates of SBI Holdings, Inc. in May 2006 automatically converted into 3,636,365 shares of common stock, after an intermediate conversion into Series C preferred shares. The number of shares issued upon conversion was determined by dividing the principal of the note by $3.30. | ||||||||||||
Changes in Accumulated Other Comprehensive Loss (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Beginning balance | $ | (7 | ) | $ | — | $ | (6 | ) | ||||
Current period other comprehensive gain (loss), net of tax | (354 | ) | (7 | ) | 6 | |||||||
Ending balance | $ | (361 | ) | $ | (7 | ) | $ | — | ||||
The changes in accumulated other comprehensive loss relate to unrealized holding gains and losses in available-for-sale securities. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||||||||||
Equity-Based Incentive Plan | |||||||||||||||||||||
The Board has adopted and approved equity-based incentive plans (the “Equity Plans”) which provide for the issuance of nonqualified and incentive stock options to employees, board members, and consultants to acquire shares of common stock. The Equity Plans also allow for the issuance of restricted stock and restricted stock units ("RSUs"). | |||||||||||||||||||||
As of December 31, 2014, 2,329,629 shares of common stock were reserved to be issued in conjunction with the Equity Plans. On January 1, 2015, an additional 1,432,358 shares were reserved for issuance under the evergreen provision of the 2014 Equity Incentive Plan. On January 27, 2015, we granted 762,480 options, including 712,480 options to our CEO, and 414,060 RSUs, including 356,410 RSUs which were granted to our CEO. On February 24, 2015, we granted 7,100 RSUs. On March 24, 2015, we granted 40,000 options to our Vice President Finance and 31,400 RSUs, including 20,000 RSUs which were granted to our Vice President Finance. All equity awards were granted under our 2014 Equity Plan. | |||||||||||||||||||||
The term of each option is ten years. Equity awards to nonexecutive employees generally vest and become exercisable over a four-year period, with 25% vesting after one year and 25% vesting annually thereafter. Equity awards to executives generally vest and become exercisable over a five-year period, with 20% vesting after one year and 20% vesting annually thereafter. The option agreements include restrictions on the sale of shares acquired by the exercise of options. We currently use authorized and unissued shares to satisfy share award exercises or restricted stock unit vesting events. | |||||||||||||||||||||
Amendments to Equity Incentive Plans and Share-based Awards | |||||||||||||||||||||
On March 24, 2015, our Board approved amendments to outstanding equity awards granted under our 2002 Stock Option and Restricted Stock Plan, our 2012 Equity Incentive Plan, and our 2014 Equity Incentive Plan to our employees, executive officers and non-employee members of our Board. The amendments provide that for employees and executive officers, if we undergo a change in control and their employment is terminated without Cause or for Good Reason (as such terms are defined in the severance and change in control agreement), then any unvested portion of the awards held by employees and executives will become immediately vested. | |||||||||||||||||||||
In addition, our employees, executive officers and non-employee members of our Board will be permitted to exercise their awards up to twelve months after their termination. We expect to recognize incremental stock-based compensation expense in the first quarter of 2015 related to the modification of these awards. | |||||||||||||||||||||
Future grants under our 2014 Equity Incentive Plan will include these provisions as well. | |||||||||||||||||||||
During 2014, the following activity occurred under the Company's Equity Plans: | |||||||||||||||||||||
Stock options: | Options | Weighted Average | Weighted Average Grant Date Fair Value | Intrinsic Value (in thousands) | Weighted Average Remaining Contractual Term (in years) | ||||||||||||||||
Exercise Price | |||||||||||||||||||||
Unexercisable, December 31, 2013 | 284,779 | $ | 10.92 | $ | 5.87 | ||||||||||||||||
Outstanding, December 31, 2013 | 696,878 | 7.21 | |||||||||||||||||||
Granted | 101,000 | 7.78 | 5 | ||||||||||||||||||
Exercised | (187,007 | ) | 3.64 | 2.24 | |||||||||||||||||
Forfeited | (167,699 | ) | 8.27 | 4.86 | |||||||||||||||||
Expired | (67,216 | ) | 8.42 | 4.86 | |||||||||||||||||
Outstanding, December 31, 2014 | 375,956 | $ | 8.45 | $ | 397 | 6.5 | |||||||||||||||
Exercisable, December 31, 2014 | 263,929 | $ | 6.18 | $ | 381 | 5.8 | |||||||||||||||
Unexercisable, December 31, 2014 | 112,027 | $ | 13.78 | $ | 7.25 | ||||||||||||||||
RSUs: | Shares | Weighted Average Grant Date Fair Value | |||||||||||||||||||
Outstanding, December 31, 2013 | — | ||||||||||||||||||||
Granted | 10,000 | $ | 7.46 | ||||||||||||||||||
Forfeited | — | ||||||||||||||||||||
Expired | — | ||||||||||||||||||||
Outstanding, December 31, 2014 | 10,000 | $ | 7.46 | ||||||||||||||||||
Supplemental information is presented below | |||||||||||||||||||||
Supplemental Information | 2014 | 2013 | 2012 | ||||||||||||||||||
Stock options: | |||||||||||||||||||||
Weighted average grant date fair value per share - granted | $ | 5 | $ | 8.09 | $ | 5.59 | |||||||||||||||
Weighted average grant date fair value per share - vested | $ | 5.26 | $ | 4.52 | $ | 3.48 | |||||||||||||||
Weighted average grant date fair value per share - forfeited | $ | 4.86 | $ | 4.89 | $ | 2.81 | |||||||||||||||
Total fair value of options vested (in thousands) | $ | 482 | $ | 625 | $ | 482 | |||||||||||||||
Total intrinsic value of options exercised (in thousands) | $ | 886 | $ | 307 | $ | 47 | |||||||||||||||
Scheduled vesting for outstanding restricted stock units at December 31, 2014 is as follows: | |||||||||||||||||||||
RSUs | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||
Scheduled vesting (shares) | 3,400 | 2,500 | 2,500 | 1,600 | — | — | 10,000 | ||||||||||||||
As of December 31, 2014, there was $0.7 million and $0.1 million of unrecognized compensation cost related to nonvested options and RSUs granted under the Equity Plans, respectively. That cost is expected to be recognized over a weighted average period of 2.7 years and 3.4 years, respectively. | |||||||||||||||||||||
The fair value of stock options granted for the years ended December 31, 2014, 2013, and 2012 was calculated using the Black-Scholes option-pricing model and applied the following assumptions: | |||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Risk-free interest rate | 1.5%–2.5% | 1.2%–2.1% | 1.00% | ||||||||||||||||||
Expected term | 6.2 years | 6.3 years | 6.3 years | ||||||||||||||||||
Dividend yield | —% | —% | —% | ||||||||||||||||||
Expected volatility | 70% | 50% | 50%–65% | ||||||||||||||||||
Risk-Free Interest Rate. We base the risk-free interest rate used in our option-pricing model on the implied yield currently available on U.S. Treasury issued with an equivalent term. Where the expected term of our stock-based awards does not correspond with the term for which an interest rate is quoted, we perform a straight-line interpolation to determine the rate from the available term maturities. | |||||||||||||||||||||
Expected Term. The expected term used in our option-pricing model represents the period that our stock-based awards are expected to be outstanding and is determined based on the simplified method. The simplified method uses a simple average of the vesting and original contractual terms of the option. We use the simplified method to determine the expected option term, since our stock option exercise experience does not provide a reasonable basis upon which to estimate the expected option term. | |||||||||||||||||||||
Dividend Yield. We have never paid cash dividends and have no present intention to pay cash dividends in the future. Accordingly, the expected dividend used in our option-pricing model is zero. | |||||||||||||||||||||
Expected Volatility. The volatility factor used in our option-pricing model is estimated using comparable public company stock volatility. | |||||||||||||||||||||
Stock-based compensation is included in our statements of operations as follows (amounts in thousands): | |||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Research and development | $ | 221 | $ | 414 | $ | 247 | |||||||||||||||
General and administrative | 295 | 709 | 334 | ||||||||||||||||||
Total | $ | 516 | $ | 1,123 | $ | 581 | |||||||||||||||
Former CEO Equity Agreement | |||||||||||||||||||||
We have an employment agreement with Dr. Ryo Kubota. Until our IPO, we were obligated pursuant to the employment agreement to grant stock options or allow Dr. Kubota to purchase restricted shares of common stock as often as necessary to maintain Dr. Kubota’s equity position in our company equal to at least 51% of our issued and outstanding voting common stock on an as-converted basis. The shares under these awards are subject to repurchase provisions that lapse quarterly over 36 months from the date of grant. The purchase price of each stock grant could be made by an interest-bearing full recourse promissory note. Per the terms of the employment agreement, we were obligated to periodically pay Dr. Kubota cash bonuses consisting of principal and interest amounts due under such promissory notes and additional taxes incurred by Dr. Kubota as a result of receiving such bonuses, if any. Compensation expense related to this arrangement is included in general and administrative expense. | |||||||||||||||||||||
During the years ended December 31, 2013 and 2012, in connection with stock option exercises, we entered into a restricted stock purchase agreement with Dr. Kubota for the issuance of 31,452 and 5,504 shares, respectively, of our common stock in exchange for a three-year promissory note in the total amount of $0.5 million and $0.1 million, respectively. Concurrent with the execution of a restricted stock purchase agreement, we paid a bonus to Dr. Kubota, which was in turn used to repay the promissory note and as compensation for taxes associated with the award. During the years ended December 31, 2013 and 2013, we recorded approximately $0.8 million and $0.1 million, respectively, in compensation expense in connection with the award. This arrangement terminated with the completion of our IPO in 2014. |
Strategic_Restructuring
Strategic Restructuring | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Restructuring and Related Activities [Abstract] | ||||
Strategic Restructuring | Strategic Restructuring | |||
In October 2013, we announced a plan to reduce expenses, including a workforce reduction, as a result of the termination of the Rebamipide Agreement (see Note 11). The plan resulted in a reduction in force of approximately 35% of our total workforce, or approximately 30 employees, effective January 1, 2014. | ||||
As a result of this workforce reduction, we recorded a $1.0 million charge in 2013 in general and administrative expense, related to severance, other termination benefits, and outplacement services. The cash outlays related to this charge primarily took place in the first six months of 2014 and activities were complete as of June 30, 2014. The following table summarizes the utilization of the restructuring liability (in thousands): | ||||
Severance and Other Termination Benefits | ||||
Balance, December 31, 2013 | $ | 966 | ||
Adjustments | (8 | ) | ||
Cash payments | (958 | ) | ||
Balance, December 31, 2014 | $ | — | ||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
Deferred tax assets arise from temporary differences between financial and tax reporting. We have established a valuation allowance because it is more likely than not that the deferred tax assets will expire before we are able to realize their benefits or the future deductibility is uncertain. Periodically, the valuation allowance is reviewed and adjusted based on management’s assessments the realizability of deferred tax assets. During the year ended December 31, 2014, we recorded a partial valuation allowance of $2.3 million against our deferred tax assets due to expected future losses as a result of our new strategic plan. Our Board of Directors approved a new strategic plan that includes commencement of development of certain proprietary preclinical programs or in-license opportunities. Because these opportunities will be developed independently, our development expenditures on these programs will not be funded by collaborative partners and we expect that our total research and development expenses will increase and that we will incur net losses from our operating activities. | ||||||||||||
Deferred tax assets are as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Research and development tax credit carryforwards | $ | 925 | $ | 714 | ||||||||
Compensation | 774 | 1,077 | ||||||||||
Deferred rent | 25 | 110 | ||||||||||
Alternative minimum tax credits | 334 | 363 | ||||||||||
Property and equipment | 224 | 124 | ||||||||||
Unrealized losses | 142 | 6 | ||||||||||
Other | 3 | — | ||||||||||
Total deferred tax asset | $ | 2,427 | $ | 2,394 | ||||||||
Less: Valuation allowance | (2,324 | ) | — | |||||||||
$ | 103 | $ | 2,394 | |||||||||
Reported as: | ||||||||||||
Current deferred tax asset | $ | 61 | $ | 1,114 | ||||||||
Long-term deferred tax asset | 42 | 1,280 | ||||||||||
$ | 103 | $ | 2,394 | |||||||||
For the year ended December 31, 2012, we had taxable income that was offset by the utilization of the NOL. | ||||||||||||
The components of the tax expense (benefit) are as follows (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Federal: | ||||||||||||
Current | $ | (79 | ) | $ | 575 | $ | 169 | |||||
Deferred | 2,400 | 2,295 | 2,478 | |||||||||
2,321 | 2,870 | 2,647 | ||||||||||
State: | ||||||||||||
Current | $ | 19 | $ | 34 | $ | — | ||||||
Deferred | 19 | (21 | ) | — | ||||||||
38 | 13 | — | ||||||||||
Total | $ | 2,359 | $ | 2,883 | $ | 2,647 | ||||||
The tax benefit associated with the utilization of loss carryforwards was $0.6 million, $0.8 million, and $3.0 million in the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
The reconciliation of the statutory federal income tax rate to our effective income tax rate is as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Statutory rate | 34 | % | 34 | % | 34 | % | ||||||
State income taxes | 6.8 | — | — | |||||||||
Stock compensation | (7.8 | ) | — | — | ||||||||
Other permanent items | 5.5 | — | — | |||||||||
Meals and entertainment | 7.1 | — | — | |||||||||
Return to provision items | (6.0 | ) | — | — | ||||||||
Valuation allowance | 631.7 | — | — | |||||||||
Loss carryforward adjustment | — | 3.7 | — | |||||||||
Other, net | (3.6 | ) | 2.1 | 4.8 | ||||||||
Effective tax rate | 667.7 | % | 39.8 | % | 38.8 | % | ||||||
As of December 31, 2014, we had research and development tax credit carryforwards of $1.1 million. The carryforwards are available to offset future tax liabilities. The research and development tax credits begin to expire in 2027. | ||||||||||||
Approximately $0.2 million of the research and development tax credit carryforward relates to tax deductible stock-based compensation in excess of amounts recognized for financial statement purposes. To the extent that research and development tax credit carryforwards, if realized, relate to stock-based compensation, the resulting tax benefits will be recorded to shareholders' equity, rather than to results of operations. | ||||||||||||
We file our income tax return in the U.S. federal jurisdiction. We are no longer subject to U.S. federal tax examinations by tax authorities for the years before 2009. However, the Internal Revenue Service (“IRS”) could adjust certain unused tax attributes carried forward from tax years prior to 2009. | ||||||||||||
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. However, there are no material unrecognized tax benefits as of December 31, 2014, 2013, and 2012. Furthermore, we do not anticipate any significant changes in our unrecognized tax benefits over the next 12 months. | ||||||||||||
We recognize interest and penalties related to our liabilities for uncertain tax positions in income tax expense. However, during the years ended December 31, 2014, 2013, and 2012, we did not have any accrued interest or penalties associated with any unrecognized tax benefits. |
Collaboration_and_License_Agre
Collaboration and License Agreements | 12 Months Ended | |
Dec. 31, 2014 | ||
Revenue Recognition [Abstract] | ||
Collaboration and License Agreements | Collaboration and License Agreements | |
Emixustat Collaboration | ||
In 2008, we entered into a definitive agreement with Otsuka to co-develop and commercialize emixustat, our compound, for the dry form of AMD and for other potential indications in the United States, Canada, and Mexico (“Shared Territory”). Under the agreement, we retained all rights in Europe, South America, Central America, the Caribbean, and Africa (“Acucela Territory”), and Otsuka acquired the exclusive development and commercialization rights to the compound in Asia, the Middle East, and selected markets in the rest of the world (“Otsuka Territory”). Otsuka paid us a $5.0 million nonrefundable up-front license fee upon its entry into the agreement. | ||
Under the agreement, Otsuka agreed to fund all development activities in the Shared Territory through Phase 2, up to $40.0 million. If the Phase 2 development costs exceed $40.0 million, Otsuka could have, at its sole discretion, either (i) terminated the agreement or (ii) continued the agreement and share equally with us all Phase 2 development costs in excess of $40.0 million. In 2012, the cost of development activities exceeded $40.0 million and Otsuka agreed to continue the agreement and equally share development costs with us. Phase 3 costs are to be shared equally by Otsuka and us under the agreement. In addition, under the agreement, we have the potential to receive development milestones totaling $82.5 million. The co-development portion of the agreement is governed by a Joint Development Committee (“JDC”). We may earn development milestones as follows: | ||
i. | Initial Indication—$55.0 million | |
a. | $5.0 million upon initiation of a Phase 2b/3 clinical trial in the United States (received in the year ending December 31, 2013) | |
b. | $5.0 million upon initiation of a Phase 3 clinical trial in the United States, or the filing of a New Drug Application (“NDA”) with the FDA in the United States, if a second Phase 3 clinical trial is not needed | |
c. | $15.0 million upon filing of a NDA with the FDA in the United States | |
d. | $20.0 million upon receipt of approval by the FDA of an NDA in the United States | |
e. | $10.0 million upon receipt of approval by the regulatory authority of a marketing approval application in Japan | |
ii. | Second Indication—$27.5 million | |
a. | $5.0 million upon initiation of a Phase 3 clinical trial in the United States | |
b. | $7.5 million upon filing of an NDA with the FDA in the United States | |
c. | $10.0 million upon receipt of approval by the FDA of an NDA in the United States | |
d. | $5.0 million upon receipt of approval by the regulatory authority of a marketing approval application in Japan | |
Under the agreement, Otsuka will fund our share of the Phase 2 and Phase 3 development costs in the form of a secured promissory note. The promissory note provides that (a) interest will accrue daily and be calculated on the basis of 360 days per year and be payable on all amounts advanced to us from the date of advance until paid in full; (b) unpaid interest will compound annually; and (c) the applicable interest rate will be adjusted quarterly to reflect the then-effective rate equal to the three-month London InterBank Offered Rate (“LIBOR”) in the “Money Rates” column of The Wall Street Journal as of the first business day of each calendar quarter, plus 3%; and (d) all amounts are payable in U.S. dollars. The agreement includes a security interest agreement that grants Otsuka a first priority interest on our interests in net profits and royalty payments, and on our interests in ownership of the related collaboration compounds and collaboration products and the underlying intellectual property rights, both in the Shared Territory and the Acucela Territory. | ||
The loan is repayable only in the event that proceeds are generated by any future product sales under the collaboration agreement or by the sale or license of collaboration compounds and collaboration products developed under the agreement outside North America and Otsuka’s sole territory. | ||
As the agreement contains elements of funded development, we evaluated the agreement to determine if our obligation to Otsuka under the secured promissory note should be accounted for as a liability to repay a loan or as an obligation to perform contractual services. To conclude that a liability to repay a loan does not exist, the transfer of the financial risk involved with research and development from us to Otsuka must be substantive and genuine. We have determined that our obligation to Otsuka should be accounted for as an obligation to perform contractual services because repayment depends solely on the results of development having future economic benefit. Consequently, amounts received from Otsuka for our share of development costs under the agreement are recognized as revenue. Through the years ended December 31, 2014, 2013, and 2012, we had recognized cumulative revenue of approximately $49.7 million, $32.4 million, and $15.4 million respectively, which is contingently repayable as described above. As of December 31, 2014 and 2013, the contingently repayable funding has accrued $2.5 million and $1.2 million of interest, respectively, which is contingently repayable along with the above. | ||
Upon commercialization, we may exercise our option to co-promote in the Shared Territory on a country-by-country basis. In markets where we opt to co-promote the product, Otsuka and we equally share all expenses and profits from sales of the product in the Shared Territory. If we do not elect to co-promote in a country or countries in the Shared Territory, Otsuka shall pay us royalties on the annual aggregate net sales of collaboration products in the country or countries in the Shared Territory for which we did not elect to participate in co-promotion. Each party shall pay the other party a royalty of 2% on annual aggregate net sales of collaboration products in their sole territories. In addition, we have the potential to receive net sales milestones totaling $175.0 million. The co-promotion arrangement is governed by a Joint Commercialization Committee (“JCC”). The milestones are as follows: | ||
i. | All Indications | |
a. | $25.0 million upon reaching $250.0 million in aggregate annual worldwide sales of all collaboration products | |
b. | $50.0 million upon reaching $500.0 million in aggregate annual worldwide sales of all collaboration products | |
c. | $100.0 million upon reaching $1.0 billion in aggregate annual worldwide sales of all collaboration products | |
The agreement also includes a three-year research program (the “Research Program”), the purpose of which was to identify a second indication for the lead collaborative compound and to conduct development on a backup compound for the collaborative compound. During the three years of the Research Program, which ended in 2011, Otsuka paid us $5.0 million per year, payable on a quarterly basis. The agreement also provides Otsuka with a right of first negotiation to license new compounds discovered or developed by us (independent of the collaboration activities) during the agreement term. | ||
Our agreement with Otsuka is a multiple element arrangement, and we have determined that the elements within the arrangement consist of the license, the Research Program, and research and development services. | ||
The license granted to Otsuka was determined to be a separate unit of accounting because it has value to Otsuka on a standalone basis. Because Otsuka may license and develop the intellectual property independent of the development or research program services that are to be provided by us, we conducted a net present value valuation of the license, and it was determined that the estimated standalone selling price for the license at inception of the agreement exceeded the arrangement consideration received for the license fee. Since the value assigned to a delivered element cannot exceed the arrangement consideration, the arrangement consideration of $5.0 million due and paid upon execution of the agreement was assigned to the license. | ||
We have determined that the activities associated with development meet the criterion for a separate unit of accounting, since these services have value to Otsuka on a standalone basis. BESP is based on the Company’s analysis of the value of the services provided and consideration of the fees charged by third party vendors for similar development services and represent our BESP. Revenue from development efforts is recognized as services are performed. In the years ended December 31, 2014, 2013 and 2012, we recognized $35.4 million, $39.2 million and $19.3 million, respectively, of revenue associated with development activities. | ||
We have determined that the activities associated with the Research Program meet the criterion for a separate unit of accounting, since these services have value to Otsuka on a standalone basis. The types of services contemplated under the Research Program may be performed by a third party. We have determined that the fees charged for the research services are competitive with the price other third-party vendors charge for similar research services. Our BESP of the selling price for the Research Program was $15.0 million, which equals the agreement consideration. Revenue from the research activities was recognized under a proportional performance model. | ||
We evaluated the development and net sales milestones in the arrangement and determined that they each meet the criteria of a milestone under ASC 605-28, Revenue Recognition-Milestone Method. We recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. During the year ended December 31, 2013, we received and recognized as revenue the $5.0 million milestone payment associated with the initiation of the Phase 2b/3 clinical trial. No development or net sales milestones were achieved during the years ended December 31, 2014 or 2012. | ||
OPA-6566 Collaboration | ||
In 2010, Otsuka and we entered into a definitive agreement to develop OPA-6566, Otsuka’s proprietary compound for the treatment of glaucoma. The agreement grants us an opt-in right to co-develop and co-promote OPA-6566 in the United States. Until we exercise our opt-in right, Otsuka will have responsibility for directing development activities and costs. Upon our exercise of the opt-in right, Otsuka will grant us additional opt-in rights, which include: (1) the right to co-develop and co-promote OPA-6566 for ophthalmological indications in the United States other than for glaucoma; (2) the right to co-develop and co-promote new formulations of OPA-6566 for glaucoma in the United States; and (3) a right of first negotiation to co-develop and co-promote other adenosine A2a receptor agonist compounds for the treatment of ophthalmologic diseases in the United States. | ||
We evaluated the agreement and determined that the development activities under the agreement represented the only deliverable under the arrangement. Revenue from development activities is recognized as services are performed. During the years ended December 31, 2014, 2013 and 2012, we recognized $0, $1.5 million, and $8.1 million respectively, of revenues in performance of the agreement. | ||
Rebamipide Collaboration | ||
In 2008, Otsuka and we entered into a definitive agreement to co-develop rebamipide, Otsuka’s proprietary compound for the treatment of dry eye. Under the agreement, the parties agreed to collaborate in the clinical development efforts for rebamipide in the United States. Otsuka paid us a $2.0 million up-front payment and, under the agreement, we had the potential to receive clinical development milestones and royalties on net sales of the product in the United States and the European Union. Under the agreement, Otsuka was responsible for all clinical development and commercialization expenses. | ||
We evaluated the agreement and determined that the clinical development activities represented the only deliverable under the arrangement. Revenue from clinical development efforts is recognized as services are performed. During the years ended December 31, 2014, 2013 and 2012 we recognized $0, $12.3 million, and $14.0 million, respectively, of revenue associated with the rebamipide clinical development activities. We evaluated the development milestones under the agreement and determined that they each meet the criteria of a substantive milestone. We recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. No development milestones were achieved during the year ended December 31, 2014. In 2012, we received and recognized as revenue the $5.0 million milestone payment associated with the initiation of the Phase 3 clinical trial. | ||
In September 2013, Otsuka elected to end its rebamipide co-development agreement with us. As a result, we recognized as revenue, in the year ended December 31, 2013, a $2.0 million upfront payment from Otsuka that had been deferred due to refund provisions. These refund provisions expired with the end of the co-development agreement. | ||
Continued Involvement of the Former CEO | ||
The Company’s two remaining collaboration arrangements with Otsuka require the continuing involvement of our Chairman and Founder and former CEO, Dr. Ryo Kubota. In the event of the departure of Dr. Kubota from the Company or a change in his role or responsibilities with the Company, the arrangements are subject to termination, at the option of Otsuka. The Company has consulted with Otsuka regarding its transition of the chief executive officer role from Dr. Kubota to Brian O'Callaghan. The Company is currently discussing with Otsuka to amend the Emixustat Agreement to remove the clauses permitting Otsuka to terminate the agreement due to one of the provisions relating to Dr. Kubota. Otsuka has given the Company verbal assurances that they do not intend to exercise their right to terminate the Emixustat Agreement based on Dr. Kubota's changed role. For each agreement, this provision expires upon the approval of the NDA for the first indication in the United States. |
Net_Income_Loss_Per_Share
Net Income (Loss) Per Share | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Net Income (Loss) Per Share | Net Income (Loss) Per Share | |||||||||||
Net income (loss) per share attributable to common shareholders is presented in conformity with the two-class method required for participating securities for periods in which we have net income. Prior to the IPO, all series of convertible preferred stock were considered to be participating securities, as the holders were entitled to participate in any dividends prior and in preference to dividends declared or paid on the common stock. Undistributed earnings allocated to these participating securities were subtracted from net income in determining net income attributable to common shareholders. | ||||||||||||
Immediately prior to the closing of our IPO, all outstanding shares of preferred stock were converted to common. We issued 9,200,000 shares of common stock in the IPO. In addition, 3,636,365 shares of common stock were issued upon the conversion of the contingently convertible debt held by a related party. As a result, as of December 31, 2014, common stock is our only outstanding class of capital stock. | ||||||||||||
Basic net income (loss) per share is calculated by dividing net income attributable to common shareholders by the weighted average number of shares outstanding for the period. Diluted net income (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of the common stock outstanding and other dilutive securities outstanding during the period. The potential dilutive shares of our common stock include the exercise of outstanding stock options that are dilutive and restricted stock units. | ||||||||||||
The following tables reconcile the numerator and denominator used to calculate diluted net income per share for the periods presented (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator: | ||||||||||||
Net income (loss) attributable to common shareholders | $ | (2,006 | ) | $ | 1,161 | $ | 1,122 | |||||
Denominator: | ||||||||||||
Weighted average shares outstanding—basic | 32,869 | 11,964 | 11,901 | |||||||||
Dilutive effect of stock options and RSUs | — | 391 | 257 | |||||||||
Weighted average shares outstanding—diluted | 32,869 | 12,355 | 12,158 | |||||||||
For the year ended December 31, 2014, 185,551 stock options and RSUs were excluded from the calculation of diluted net income (loss) per share because the impact was anti-dilutive. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies | |||||||||||||||||||||||||||
Leases | ||||||||||||||||||||||||||||
We lease laboratory and corporate office space under operating leases. On June 26, 2014, we entered into an agreement for the lease of approximately 38,723 square feet of office space in our headquarters building in Seattle, Washington. The term of the lease commenced on January 1, 2015 and, subject to the terms of the lease, will expire on either November 30, 2021 or February 22, 2022. We received a tenant leasehold improvement allowance of $1.2 million in connection with the commencement of this lease in 2015. | ||||||||||||||||||||||||||||
On September 19, 2014, we entered into an amendment of our lease agreement for the lease of approximately 17,488 square feet of laboratory and office space in Bothell, Washington. The amendment extended the expiration date of the original lease from February 28, 2015 to February 28, 2017 and reduced the basic annual rent to approximately $0.4 million, subject to adjustment pursuant to the terms of the lease. The lease agreement includes an option to terminate the lease ten months early. | ||||||||||||||||||||||||||||
Lease incentives are recognized as deferred rent liabilities and amortized to rent expense over the term of the lease. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease, including any periods of free rent and reduced rent. | ||||||||||||||||||||||||||||
Future minimum lease payments under operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2014 are as follows (in thousands): | ||||||||||||||||||||||||||||
Payments Due by Period | ||||||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||||
Operating lease obligations | $ | 1,324 | $ | 1,295 | $ | 997 | $ | 968 | $ | 1,007 | $ | 2,039 | $ | 7,630 | ||||||||||||||
Total | $ | 1,324 | $ | 1,295 | $ | 997 | $ | 968 | $ | 1,007 | $ | 2,039 | $ | 7,630 | ||||||||||||||
Rent expense was $1.0 million, $1.0 million, and $0.8 million, respectively, in the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||||||||||||||||||||||
Litigation | ||||||||||||||||||||||||||||
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently a party to any material legal proceedings, and to our knowledge none is threatened. There can be no assurance that future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our financial position, results of operations or cash flows. |
RelatedParty_Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions |
Peter Kresel, M.B.A., a member of the Board, received payments from us for consulting services and reimbursement of direct expenses. This consulting relationship terminated in January 2014. Mr. Kresel’s payments for consulting services and expense reimbursements were $0, $0.3 million, and $0.2 million during 2014, 2013, and 2012 respectively. | |
SBI Holdings, Inc. (a related party), one of our shareholders, was the holder for our contingently convertible debt. In connection with our IPO, the contingently convertible debt automatically converted into 3,636,365 shares of common stock(see Note 6). |
Quarterly_Information_Unaudite
Quarterly Information (Unaudited) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Quarterly Information (Unaudited) | Quarterly Information (Unaudited) | |||||||||||||||
The following tables set forth our unaudited quarterly statement of operations data for each of the last eight quarters in the period ended December 31, 2014. The unaudited quarterly statement of operations data below have been prepared on the same basis as the audited financial statements included elsewhere in this Form 10-K and reflect all necessary adjustments, consisting only of normal recurring adjustments, that we believe are necessary for a fair statement of this information. The results of historical quarters are not necessarily indicative of the results of operations for a full year or any future period: | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||
2014 | ||||||||||||||||
Revenue from collaborations | $ | 10,546 | $ | 9,086 | $ | 8,119 | $ | 7,645 | ||||||||
Net income (loss) | 54 | 71 | (1,536 | ) | (1) | (595 | ) | |||||||||
Net income (loss) attributable to common shareholders | 54 | 71 | (1,536 | ) | (595 | ) | ||||||||||
Basic net income (loss) per share attributable to common shareholders | $ | — | $ | — | $ | (0.04 | ) | $ | (0.02 | ) | ||||||
Diluted net income (loss) per share attributable to common shareholders | $ | — | $ | — | $ | (0.04 | ) | $ | (0.02 | ) | ||||||
(1) In the third quarter of 2014, we recorded a valuation allowance against our deferred tax assets of $1.6 million due to expected future losses as a result of our new strategic plan. | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||
2013 | ||||||||||||||||
Revenue from collaborations | $ | 15,980 | $ | 11,023 | $ | 14,692 | $ | 11,252 | ||||||||
Net income (loss) | 3,711 | (20 | ) | 1,420 | (812 | ) | ||||||||||
Net income (loss) attributable to common shareholders | 999 | (20 | ) | 382 | (812 | ) | ||||||||||
Basic net income (loss) per share attributable to common shareholders | $ | 0.08 | $ | — | $ | 0.04 | $ | (0.07 | ) | |||||||
Diluted net income (loss) per share attributable to common shareholders | $ | 0.08 | $ | — | $ | 0.03 | $ | (0.07 | ) | |||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Special Shareholders Meeting | |
On January 28, 2015, we received a letter from SBI Holdings, Inc. (SBI), the parent company of several of our shareholders, demanding that we hold a special meeting of our shareholders for the purposes of removing our current board members, other than Dr. Kubota, and electing a slate of directors proposed by SBI. In connection with this demand, SBI granted Dr. Kubota an irrevocable proxy over the shares held collectively by SBI, giving Dr. Kubota voting authority over shares representing over 50% of our outstanding stock. On March 3, 2015, SBI and Dr. Kubota filed a lawsuit in Washington state court seeking an order compelling us to hold a special shareholder meeting on or before April 28, 2015, and to provide our shareholders written notice of that meeting as soon as practicable but no later than March 31, 2015. On March 13, 2015, the Washington state superior court presiding over this lawsuit, issued an order requiring us to hold a special shareholders meeting no later than May 1, 2015 and to give notice of such a meeting as soon as practicable. We have announced that we plan to hold the special shareholders meeting on May 1, 2015 (Pacific Daylight Time) at our headquarters and have set a record date for shareholders of record as March 19, 2015 (Pacific Daylight Time). | |
CEO Bonus | |
On March 24, 2015, our Board of Directors approved the February 24, 2015 resolutions of the Compensation Committee of our Board of Directors (the “Committee”) regarding the payment of a discretionary bonus of $515,520 to Mr. O’Callaghan, our CEO and President, on April 15, 2015, provided Mr. O’Callaghan remains chief executive officer as of March 31, 2015, in lieu of the performance-based bonus in the same amount provided for under his employment agreement, dated October 14, 2014. | |
CEO Severance Escrow | |
Under Mr. O'Callaghan's employment agreement, dated October 14, 2014, if Mr. O’Callaghan’s employment is terminated without Cause or terminates for Good Reason (as such terms are defined in his employment agreement), he will be entitled to receive 18 months of salary, up to 18 months of the premiums for him and his family to obtain health benefit coverage provided under our COBRA program, and a pro-rated portion of his annual bonus (“the CEO severance amounts”). On March 24, 2015, our Board of Directors approved the creation of a segregated interest-bearing account equal to the CEO severance amounts. The funds will remain the property of the Company until amounts are due to Mr. O’Callaghan under the terms of his amended employment agreement. | |
Severance and Change in Effective Control Agreements | |
On March 24, 2015, our Board of Directors approved the terms of a Severance and Change in Effective Control Agreement to be entered into with each member of our management team and certain other employees. The Severance and Change in Effective Control Agreement provides that if the employee terminates for any reason or for no reason (including disability), voluntarily resigns for good reason (as defined in the agreement), or the employee dies, and the termination occurs within the six month period following a Qualifying Change in Effective Control, the employee will be entitled to an amount equal to the sum of six months of his or her monthly base salary, plus 50% of the employee’s annual target bonus for 2015, plus the premiums required to continue the employee’s group health care coverage for a period of six months following termination, which will be “grossed up” to cover taxes. In addition, upon a qualifying termination, the employee will receive an additional 12 months of vesting on any outstanding equity awards. A “Qualifying Change in Effective Control” is defined to mean that a majority of members of our Board is replaced by directors whose appointment or election is not endorsed by a majority of the members of our Board before the date of the appointment or election, which qualifies as a change in effective control under U.S. treasury regulations. The agreements terminate upon the earlier of December 31, 2015 or the employee’s termination (unless the termination is within six months following a Qualifying Change in Effective Control). | |
Retention Pool | |
On February 24, 2015, the Committee approved the creation of a pool of $600,000 to be distributed at the discretion of the Committee to employees who remain employed with us on December 31, 2015. Allocations of the pool will not be determined until the fourth quarter of 2015. All employees, other than Mr. O’Callaghan, are eligible to receive payments from this pool. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. | |
Segments | Segments |
We operate in one segment, pharmaceutical product development. All of our significant assets are located in the United States. During the years ended December 31, 2014, 2013, and 2012, all revenue was generated in the United States. | |
Revenue Recognition | Revenue Recognition |
Our business strategy includes entering into collaboration agreements with pharmaceutical companies for the development and commercialization of our product candidates. The terms of the agreements may include nonrefundable license fees, funding of research and development activities, payments based upon achievement of development milestones, payments based upon achievement of revenue milestones, or royalties on product sales. We recognize revenue when four basic criteria have been met: (a) persuasive evidence of an arrangement exists; (b) delivery has occurred or services rendered; (c) the fee is fixed or determinable; and (d) collectability is reasonably assured. | |
Revenue recognized for the years ended December 31, 2014, 2013, and 2012 consists entirely of amounts derived from our collaboration agreements with Otsuka (See Note 11). | |
Revenue Recognition, Multiple Element Arrangements | Multiple Element Arrangements |
Our collaboration agreements are multiple element arrangements that must be analyzed to identify the deliverables included in the agreements and determine if the deliverables qualify as separate units of accounting. Deliverables are considered a separate unit of accounting when all of the following criteria are met: (i) the delivered item has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item, and the delivery or performance of the undelivered item is considered probable and substantially within our control. There are no rights of return in our collaboration agreements. | |
Arrangement consideration is allocated to the separate units of accounting based on their relative selling prices. We follow a hierarchy to determine the selling price for each unit of accounting, determining first if there is vendor-specific objective evidence (“VSOE”) of fair value (the price at which the goods or services are regularly sold by us on a standalone basis). If VSOE of fair value is not available, third-party evidence (“TPE”) of vendors selling similar goods or services to similarly situated customers on a standalone basis is used to establish fair value. If neither VSOE nor TPE of fair value exists, we use our best estimate of the selling price (“BESP”) for that unit of accounting. Our BESP represents the price at which we would transact if we regularly sold the unit of accounting on a standalone basis. | |
We consider market conditions and entity-specific factors when estimating the selling price. Once the selling price for each unit of accounting has been established, the consideration received is allocated among the units of accounting based on their relative selling price, and the applicable revenue recognition criteria are applied to each of the separate units. The amount of arrangement consideration allocable to a delivered item that is a separate unit of accounting is limited to arrangement consideration that is fixed or determinable. Payments that are contingent upon the occurrence of future events that are not exclusively within our control are excluded from the allocable arrangement consideration until the contingency is resolved. | |
When we have continuing performance obligations, revenue is recognized using one of two methods. Where we are able to estimate the total amount of services under a unit of accounting and such performance obligations are provided on a best-efforts basis, revenue is recognized using a proportional performance model. Costs incurred to date compared to total expected costs are used to determine proportional performance, as this is considered to be representative of the delivery of outputs. Changes in estimates of total expected costs are accounted for prospectively as a change in estimates. When we cannot reasonably estimate the total amount of service that is to be performed, but can reasonably estimate when the performance obligation ceases or becomes inconsequential, a time-based method is used to recognize revenue. Under the time-based method, revenue is recognized ratably over the estimated performance period of the unit of accounting, but not before the removal of any contingencies. If we cannot reasonably estimate when our performance obligation either ceases or becomes inconsequential and perfunctory, then revenue is not recognized until we can reasonably estimate when the performance obligation ceases or becomes inconsequential and perfunctory. Revenue is then recognized over the remaining estimated period of performance. Significant management judgment is required in determining the level of effort required and the period over which we are expected to complete our performance obligations under each unit of accounting. | |
Revenue Recognition, Substantive Milestone Payments | Substantive Milestone Payments |
Our collaboration agreements contain substantive milestones. A substantive milestone is defined as an event that meets the following conditions: (i) there is substantive uncertainty on the date the arrangement is entered into about whether the event will be achieved; (ii) achievement of the event is based in whole, or in part, on either our performance or a specific outcome resulting from our performance; and (iii) achievement of the event results in additional payment due to us. For a milestone to be considered substantive, the payment associated with our achievement must have all of the following characteristics: (i) relate solely to our past performance; (ii) be reasonable relative to all of the deliverables and payment terms in the arrangement; and (iii) be commensurate with either our effort required to achieve the milestone or the enhanced value of the delivered item(s) as a result of the milestone achievement. | |
Substantive milestone payments are recognized as revenue upon achievement of the milestone only if all of the previous conditions are met and the milestone payments are nonrefundable. Determination as to whether a payment meets the aforementioned conditions involves management’s judgment. If any of the aforementioned conditions are not met, the resulting payment would not be considered a substantive milestone and, therefore, the resulting payment would be determined to be part of the allocable arrangement consideration and would be recognized as revenue as such performance obligations are performed under either the proportional performance or time-based methods, as applicable, and in accordance with the policies as described above. | |
Revenue Recognition, Deferred Revenue | Deferred Revenue |
Amounts received prior to satisfying the above revenue recognition criteria are recorded as deferred revenue. | |
Cash and Cash Equivalents | We consider investments in highly liquid instruments purchased with an original maturity at purchase of three months or less to be cash equivalents. The amounts are recorded at cost, which approximates fair value. Our cash equivalents consist of money market funds and certificates of deposit, and money market funds and corporate debt securities, at December 31, 2014 and 2013, respectively. |
Investments | We have classified our entire investment portfolio, which consists of corporate debt securities, commercial paper and certificates of deposit, as available-for-sale. Available-for-sale securities are stated at fair value as of each balance sheet date based on market quotes, and unrealized gains and losses are reflected as a net amount under the caption of accumulated other comprehensive loss. Premiums or discounts arising at acquisition are amortized into earnings. |
We periodically evaluate whether declines in fair values of our investments below their cost are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as whether it is more likely than not that we will hold the investment until recovery of its amortized cost basis. Realized gains and losses are calculated using the specific identification method. Realized gains and losses and declines in value judged to be other-than-temporary are recorded within the statements of income under the caption other income (expense). | |
We consider an investment with a maturity greater than twelve months from the balance sheet date as long-term and a maturity less than twelve months as short-term at the balance sheet date. | |
Accounts Receivable | Accounts Receivable |
Our accounts receivable, as of December 31, 2014 and 2013, consist of amounts due from our collaborations with Otsuka. There was no allowance for doubtful accounts for the periods presented, as we believe all outstanding amounts will be paid based on our contractual arrangements with Otsuka and history of successful collections thereunder and collateral is not required. | |
Property and Equipment | Property and Equipment |
Property and equipment are recorded at cost, less accumulated depreciation. We provide for depreciation of equipment on a straight-line basis over an estimated useful life of five years, except leasehold improvements which are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the assets. | |
Expenditures for maintenance and repairs are expensed as incurred. | |
Long-lived assets held for use are subject to an impairment assessment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset. We have recorded no impairment charges for the periods presented. | |
Fair Value | Fair Value |
We measure and report at fair value our cash equivalents and investment securities. Fair value is defined as 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 on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. | |
The carrying amounts reflected in the balance sheets for accounts receivable and accounts payable approximate fair value due to their short-term nature. | |
Stock-Based Compensation | Stock-Based Compensation |
Stock-based compensation cost is estimated at the grant date based on the award’s fair value and is recognized on a straight line basis as expense, less estimated forfeitures, over the requisite service period, which is generally the vesting period. The fair value of stock options under our equity-based incentive plans (the "Equity Plans") are calculated using the Black-Scholes-Merton (“BSM”) option pricing model. The BSM model requires various judgmental assumptions regarding volatility and expected option life. If any of the assumptions used in the BSM model change significantly, stock-based compensation expense for new awards may differ materially from that recorded for existing awards. | |
Equity awards to nonexecutive employees generally vest and become exercisable over a four-year period. Equity awards to executives generally vest and become exercisable over a five-year period. In 2014, we began granting restricted stock unit awards to employees. | |
Research and Development Costs | Research and Development Costs |
Research and development costs include salaries, fees paid to external service providers and contract research organizations to conduct research and development activities, laboratory supplies, license fees, consulting fees, and travel. Research and development costs are expensed as incurred. | |
Deferred Offering Costs | Deferred Offering Costs |
External costs we incurred directly attributable to our public offering were deferred and recorded as noncurrent assets and were offset against the proceeds of our 2014 initial public offering. | |
401(k) Retirement Plan | 401(k) Retirement Plan |
We sponsor an employee retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended. All employees who meet minimum eligibility requirements are eligible to participate in the plan. Beginning in 2015, we match 50% on the first 6% of employee contributions made to the plan. In January 2015, the Board of Directors also authorized a non-elective discretionary employer contribution of $0.4 million which vests over a four-year period, based on employee hire dates. | |
Income Taxes | Income Taxes |
We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have already been recognized in the financial statements or tax returns. Excess tax benefits associated with stock option exercises and other equity awards are credited to stockholders' equity. Deferred tax liabilities and assets are based on the difference between financial statement carrying amounts and the tax basis of assets and liabilities, operating loss, and tax credit carryforwards and are measured using enacted tax rates expected to be in effect in the years the differences or carryforwards are anticipated to be recovered or settled. A valuation allowance is established when we believe that it is more likely than not that benefits of the deferred tax assets will not be realized. | |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers. This ASU amends the existing accounting standards for revenue recognition. Under the new revenue recognition model, a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The amendment may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. We are currently evaluating the transition alternatives and impact on our financial statements. |
Cash_and_Cash_Equivalents_and_1
Cash and Cash Equivalents and Investments (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Schedule of Cash and Cash Equivalents and Investments | Cash and cash equivalents and investments as of December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||||||||||
December 31, 2014 | ||||||||||||||||
Amortized | Gross Unrealized | Fair | ||||||||||||||
Cost | Holding | Holding | Value | |||||||||||||
Gains | Losses | |||||||||||||||
Cash | $ | 767 | $ | — | $ | — | $ | 767 | ||||||||
Level 1 Securities: | ||||||||||||||||
Money market funds | 17,771 | — | — | 17,771 | ||||||||||||
Level 2 Securities: | ||||||||||||||||
Commercial paper | 15,992 | 2 | (1 | ) | 15,993 | |||||||||||
Corporate debt securities | 131,586 | — | (398 | ) | 131,188 | |||||||||||
Certificates of deposit | 22,115 | 4 | (19 | ) | 22,100 | |||||||||||
$ | 188,231 | $ | 6 | $ | (418 | ) | $ | 187,819 | ||||||||
31-Dec-13 | ||||||||||||||||
Amortized | Gross Unrealized | Fair | ||||||||||||||
Cost | Holding | Holding | Value | |||||||||||||
Gains | Losses | |||||||||||||||
Cash | $ | 868 | $ | — | $ | — | $ | 868 | ||||||||
Level 1 Securities: | ||||||||||||||||
Money market funds | 12,501 | — | — | 12,501 | ||||||||||||
Level 2 Securities: | ||||||||||||||||
Commercial paper | 1,099 | 1 | — | 1,100 | ||||||||||||
Corporate debt securities | 12,101 | — | (4 | ) | 12,097 | |||||||||||
Municipal bonds | 625 | — | — | 625 | ||||||||||||
Certificates of deposit | 5,235 | 2 | (9 | ) | 5,228 | |||||||||||
$ | 32,429 | $ | 3 | $ | (13 | ) | $ | 32,419 | ||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of Property and Equipment | Property and equipment as of December 31, 2014 and 2013 consist of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Laboratory equipment | $ | 2,910 | $ | 2,844 | ||||
Leasehold improvements | 1,812 | 1,812 | ||||||
Office furniture and equipment | 497 | 457 | ||||||
5,219 | 5,113 | |||||||
Less accumulated depreciation and amortization | (4,477 | ) | (4,001 | ) | ||||
Property and equipment, net | $ | 742 | $ | 1,112 | ||||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||
Changes in Accumulated Other Comprehensive Loss | Changes in Accumulated Other Comprehensive Loss (in thousands): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Beginning balance | $ | (7 | ) | $ | — | $ | (6 | ) | ||||
Current period other comprehensive gain (loss), net of tax | (354 | ) | (7 | ) | 6 | |||||||
Ending balance | $ | (361 | ) | $ | (7 | ) | $ | — | ||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | During 2014, the following activity occurred under the Company's Equity Plans: | ||||||||||||||||||||
Stock options: | Options | Weighted Average | Weighted Average Grant Date Fair Value | Intrinsic Value (in thousands) | Weighted Average Remaining Contractual Term (in years) | ||||||||||||||||
Exercise Price | |||||||||||||||||||||
Unexercisable, December 31, 2013 | 284,779 | $ | 10.92 | $ | 5.87 | ||||||||||||||||
Outstanding, December 31, 2013 | 696,878 | 7.21 | |||||||||||||||||||
Granted | 101,000 | 7.78 | 5 | ||||||||||||||||||
Exercised | (187,007 | ) | 3.64 | 2.24 | |||||||||||||||||
Forfeited | (167,699 | ) | 8.27 | 4.86 | |||||||||||||||||
Expired | (67,216 | ) | 8.42 | 4.86 | |||||||||||||||||
Outstanding, December 31, 2014 | 375,956 | $ | 8.45 | $ | 397 | 6.5 | |||||||||||||||
Exercisable, December 31, 2014 | 263,929 | $ | 6.18 | $ | 381 | 5.8 | |||||||||||||||
Unexercisable, December 31, 2014 | 112,027 | $ | 13.78 | $ | 7.25 | ||||||||||||||||
RSUs: | Shares | Weighted Average Grant Date Fair Value | |||||||||||||||||||
Outstanding, December 31, 2013 | — | ||||||||||||||||||||
Granted | 10,000 | $ | 7.46 | ||||||||||||||||||
Forfeited | — | ||||||||||||||||||||
Expired | — | ||||||||||||||||||||
Outstanding, December 31, 2014 | 10,000 | $ | 7.46 | ||||||||||||||||||
Schedule of Share-based Compensation, Supplemental Information | Supplemental information is presented below | ||||||||||||||||||||
Supplemental Information | 2014 | 2013 | 2012 | ||||||||||||||||||
Stock options: | |||||||||||||||||||||
Weighted average grant date fair value per share - granted | $ | 5 | $ | 8.09 | $ | 5.59 | |||||||||||||||
Weighted average grant date fair value per share - vested | $ | 5.26 | $ | 4.52 | $ | 3.48 | |||||||||||||||
Weighted average grant date fair value per share - forfeited | $ | 4.86 | $ | 4.89 | $ | 2.81 | |||||||||||||||
Total fair value of options vested (in thousands) | $ | 482 | $ | 625 | $ | 482 | |||||||||||||||
Total intrinsic value of options exercised (in thousands) | $ | 886 | $ | 307 | $ | 47 | |||||||||||||||
Schedule of Vesting for Outstanding Restricted Stock Units | Scheduled vesting for outstanding restricted stock units at December 31, 2014 is as follows: | ||||||||||||||||||||
RSUs | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||
Scheduled vesting (shares) | 3,400 | 2,500 | 2,500 | 1,600 | — | — | 10,000 | ||||||||||||||
Schedule of Fair Value of Stock Options Granted | The fair value of stock options granted for the years ended December 31, 2014, 2013, and 2012 was calculated using the Black-Scholes option-pricing model and applied the following assumptions: | ||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Risk-free interest rate | 1.5%–2.5% | 1.2%–2.1% | 1.00% | ||||||||||||||||||
Expected term | 6.2 years | 6.3 years | 6.3 years | ||||||||||||||||||
Dividend yield | —% | —% | —% | ||||||||||||||||||
Expected volatility | 70% | 50% | 50%–65% | ||||||||||||||||||
Schedule of Expected Volatility | Stock-based compensation is included in our statements of operations as follows (amounts in thousands): | ||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Research and development | $ | 221 | $ | 414 | $ | 247 | |||||||||||||||
General and administrative | 295 | 709 | 334 | ||||||||||||||||||
Total | $ | 516 | $ | 1,123 | $ | 581 | |||||||||||||||
Strategic_Restructuring_Tables
Strategic Restructuring (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Restructuring and Related Activities [Abstract] | ||||
Summary of the Utilization of the Restructuring Liability | The following table summarizes the utilization of the restructuring liability (in thousands): | |||
Severance and Other Termination Benefits | ||||
Balance, December 31, 2013 | $ | 966 | ||
Adjustments | (8 | ) | ||
Cash payments | (958 | ) | ||
Balance, December 31, 2014 | $ | — | ||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Deferred Tax Assets | Deferred tax assets are as follows (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Research and development tax credit carryforwards | $ | 925 | $ | 714 | ||||||||
Compensation | 774 | 1,077 | ||||||||||
Deferred rent | 25 | 110 | ||||||||||
Alternative minimum tax credits | 334 | 363 | ||||||||||
Property and equipment | 224 | 124 | ||||||||||
Unrealized losses | 142 | 6 | ||||||||||
Other | 3 | — | ||||||||||
Total deferred tax asset | $ | 2,427 | $ | 2,394 | ||||||||
Less: Valuation allowance | (2,324 | ) | — | |||||||||
$ | 103 | $ | 2,394 | |||||||||
Reported as: | ||||||||||||
Current deferred tax asset | $ | 61 | $ | 1,114 | ||||||||
Long-term deferred tax asset | 42 | 1,280 | ||||||||||
$ | 103 | $ | 2,394 | |||||||||
Schedule of Components of Income Tax Expense (Benefit) | The components of the tax expense (benefit) are as follows (in thousands): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Federal: | ||||||||||||
Current | $ | (79 | ) | $ | 575 | $ | 169 | |||||
Deferred | 2,400 | 2,295 | 2,478 | |||||||||
2,321 | 2,870 | 2,647 | ||||||||||
State: | ||||||||||||
Current | $ | 19 | $ | 34 | $ | — | ||||||
Deferred | 19 | (21 | ) | — | ||||||||
38 | 13 | — | ||||||||||
Total | $ | 2,359 | $ | 2,883 | $ | 2,647 | ||||||
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the statutory federal income tax rate to our effective income tax rate is as follows: | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Statutory rate | 34 | % | 34 | % | 34 | % | ||||||
State income taxes | 6.8 | — | — | |||||||||
Stock compensation | (7.8 | ) | — | — | ||||||||
Other permanent items | 5.5 | — | — | |||||||||
Meals and entertainment | 7.1 | — | — | |||||||||
Return to provision items | (6.0 | ) | — | — | ||||||||
Valuation allowance | 631.7 | — | — | |||||||||
Loss carryforward adjustment | — | 3.7 | — | |||||||||
Other, net | (3.6 | ) | 2.1 | 4.8 | ||||||||
Effective tax rate | 667.7 | % | 39.8 | % | 38.8 | % |
Net_Income_Loss_Per_Share_Tabl
Net Income (Loss) Per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following tables reconcile the numerator and denominator used to calculate diluted net income per share for the periods presented (in thousands): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator: | ||||||||||||
Net income (loss) attributable to common shareholders | $ | (2,006 | ) | $ | 1,161 | $ | 1,122 | |||||
Denominator: | ||||||||||||
Weighted average shares outstanding—basic | 32,869 | 11,964 | 11,901 | |||||||||
Dilutive effect of stock options and RSUs | — | 391 | 257 | |||||||||
Weighted average shares outstanding—diluted | 32,869 | 12,355 | 12,158 | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||
Schedule of Future Minimum Lease Payments Under Noncancelable Operating Leases | Future minimum lease payments under operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2014 are as follows (in thousands): | |||||||||||||||||||||||||||
Payments Due by Period | ||||||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||||
Operating lease obligations | $ | 1,324 | $ | 1,295 | $ | 997 | $ | 968 | $ | 1,007 | $ | 2,039 | $ | 7,630 | ||||||||||||||
Total | $ | 1,324 | $ | 1,295 | $ | 997 | $ | 968 | $ | 1,007 | $ | 2,039 | $ | 7,630 | ||||||||||||||
Quarterly_Information_Unaudite1
Quarterly Information (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Schedule of Quarterly Financial Information | The results of historical quarters are not necessarily indicative of the results of operations for a full year or any future period: | |||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||
2014 | ||||||||||||||||
Revenue from collaborations | $ | 10,546 | $ | 9,086 | $ | 8,119 | $ | 7,645 | ||||||||
Net income (loss) | 54 | 71 | (1,536 | ) | (1) | (595 | ) | |||||||||
Net income (loss) attributable to common shareholders | 54 | 71 | (1,536 | ) | (595 | ) | ||||||||||
Basic net income (loss) per share attributable to common shareholders | $ | — | $ | — | $ | (0.04 | ) | $ | (0.02 | ) | ||||||
Diluted net income (loss) per share attributable to common shareholders | $ | — | $ | — | $ | (0.04 | ) | $ | (0.02 | ) | ||||||
(1) In the third quarter of 2014, we recorded a valuation allowance against our deferred tax assets of $1.6 million due to expected future losses as a result of our new strategic plan. | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||
2013 | ||||||||||||||||
Revenue from collaborations | $ | 15,980 | $ | 11,023 | $ | 14,692 | $ | 11,252 | ||||||||
Net income (loss) | 3,711 | (20 | ) | 1,420 | (812 | ) | ||||||||||
Net income (loss) attributable to common shareholders | 999 | (20 | ) | 382 | (812 | ) | ||||||||||
Basic net income (loss) per share attributable to common shareholders | $ | 0.08 | $ | — | $ | 0.04 | $ | (0.07 | ) | |||||||
Diluted net income (loss) per share attributable to common shareholders | $ | 0.08 | $ | — | $ | 0.03 | $ | (0.07 | ) | |||||||
Significant_Accounting_Policie2
Significant Accounting Policies (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Jan. 31, 2015 | Dec. 31, 2014 |
Subsequent Event | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-elective discretionary employer contribution | $0.40 | |
Defined contribution plan, vesting period | 4 years | |
Beginning in 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employer matching contribution, percent | 50.00% | |
Employee contribution, percent | 6.00% | |
Equity Plans | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, vesting period | 10 years | |
Nonexecutive employees | Equity Plans | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, vesting period | 4 years | |
Vesting percentage | 25.00% | |
Executives | Equity Plans | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, vesting period | 5 years | |
Vesting percentage | 20.00% |
Cash_and_Cash_Equivalents_and_2
Cash and Cash Equivalents and Investments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash | $767 | $868 |
Amortized Cost | 188,231 | 32,429 |
Gross Unrealized Holding Gains | 6 | 3 |
Gross Unrealized Holding Losses | -418 | -13 |
Fair Value | 187,819 | 32,419 |
Level 1 Securities | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 17,771 | 12,501 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | 0 | 0 |
Fair Value | 17,771 | 12,501 |
Level 2 Securities | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 15,992 | 1,099 |
Gross Unrealized Holding Gains | 2 | 1 |
Gross Unrealized Holding Losses | -1 | 0 |
Fair Value | 15,993 | 1,100 |
Level 2 Securities | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 131,586 | 12,101 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | -398 | -4 |
Fair Value | 131,188 | 12,097 |
Level 2 Securities | Municipal bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 625 | |
Gross Unrealized Holding Gains | 0 | |
Gross Unrealized Holding Losses | 0 | |
Fair Value | 625 | |
Level 2 Securities | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 22,115 | 5,235 |
Gross Unrealized Holding Gains | 4 | 2 |
Gross Unrealized Holding Losses | -19 | -9 |
Fair Value | $22,100 | $5,228 |
Cash_and_Cash_Equivalents_and_3
Cash and Cash Equivalents and Investments (Narrative) (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Certificates of deposit | |
Schedule of Available-for-sale Securities [Line Items] | |
Securities maturing from year one to year two | $5.20 |
Corporate debt securities | |
Schedule of Available-for-sale Securities [Line Items] | |
Securities maturing from year one to year two | $78.80 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $5,219 | $5,113 |
Less accumulated depreciation and amortization | -4,477 | -4,001 |
Property and equipment, net | 742 | 1,112 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,910 | 2,844 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,812 | 1,812 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $497 | $457 |
Contingently_Convertible_Debt_1
Contingently Convertible Debt with Related Party (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2014 |
Debt Instrument [Line Items] | ||||
Cash paid for interest | $0 | $0 | $420 | |
Unsecured Promissory Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Average interest rate | 1.00% | |||
Cash paid for interest | $400 | |||
IPO | Affiliated Entity | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Debt conversion price | 3.3 | |||
IPO | Common Stock | Affiliated Entity | ||||
Debt Instrument [Line Items] | ||||
Number of shares issued through debt conversion | 3,636,365 |
Shareholders_Equity_Narrative_
Shareholders' Equity (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Feb. 28, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Conversion of Stock [Line Items] | |||
Common stock, shares authorized | 100,000,000 | 60,000,000 | |
IPO | Affiliated Entity | Convertible Debt | |||
Conversion of Stock [Line Items] | |||
Convertible debt face amount | $12 | ||
Debt conversion price | $3.30 | ||
Common Stock | |||
Conversion of Stock [Line Items] | |||
IPO, shares issued | 9,200,000 | 9,200,000 | |
Proceeds from IPO | $142 | ||
Common Stock | IPO | |||
Conversion of Stock [Line Items] | |||
Number of shares issued on conversion of preferred stock | 10,813,867 | ||
Common Stock | IPO | Affiliated Entity | |||
Conversion of Stock [Line Items] | |||
Number of shares issued through debt conversion | 3,636,365 |
Shareholders_Equity_Changes_in
Shareholders' Equity (Changes in AOCI) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | ($7) | $0 | ($6) |
Current period other comprehensive gain (loss), net of tax | -354 | -7 | 6 |
Ending balance | ($361) | ($7) | $0 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2014 | Jan. 27, 2015 | Mar. 24, 2015 | Feb. 24, 2015 | Jan. 02, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation expense | $516,000 | $1,123,000 | $581,000 | |||||
Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock issued during period, shares | 9,200,000 | 9,200,000 | ||||||
Equity Plans | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for future issuance | 2,329,629 | |||||||
Options granted | 101,000 | |||||||
Share-based compensation, vesting period | 10 years | |||||||
Unrecognized compensation cost related to nonvested share-based compensation awards | 100,000 | |||||||
Dividend yield | 0.00% | 0.00% | 0.00% | |||||
Equity Plans | Nonvested Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation cost related to nonvested share-based compensation awards | 700,000 | |||||||
Unrecognized compensation cost related to nonvested share-based compensation awards, weighted average period of recognition | 2 years 8 months 23 days | |||||||
Equity Plans | Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments, granted | 10,000 | |||||||
Unrecognized compensation cost related to nonvested share-based compensation awards, weighted average period of recognition | 3 years 4 months 24 days | |||||||
Equity Plans | Nonexecutive employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation, vesting period | 4 years | |||||||
Vesting percentage | 25.00% | |||||||
Equity Plans | Nonexecutive employees | After One Year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Equity Plans | Executives | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation, vesting period | 5 years | |||||||
Vesting percentage | 20.00% | |||||||
Equity Plans | Executives | After One Year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 20.00% | |||||||
Equity Plans | Subsequent Event | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for future issuance | 1,432,358 | |||||||
Options granted | 762,480 | |||||||
Equity Plans | Subsequent Event | Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments, granted | 414,060 | 31,400 | ||||||
Equity Plans | Subsequent Event | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted | 712,480 | |||||||
Equity Plans | Subsequent Event | Chief Executive Officer | Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments, granted | 356,410 | 7,100 | ||||||
Equity Plans | Subsequent Event | Vice President Finance | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted | 40,000 | |||||||
Equity Plans | Subsequent Event | Vice President Finance | Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments, granted | 20,000 | |||||||
Equity Plans | Subsequent Event | Common Stock | Kresel | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments, granted | 4,000 | |||||||
Equity Plans | Subsequent Event | Common Stock | Sato | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments, granted | 4,000 | |||||||
Equity Plans | Subsequent Event | Common Stock | Schultzer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments, granted | 4,000 | |||||||
Former CEO Equity Agreement | Dr. Kubota | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent in equity position | 51.00% | |||||||
Expiration period | 36 months | |||||||
Stock issued during period, shares | 31,452 | 5,504 | ||||||
Compensation expense | 800,000 | 100,000 | ||||||
Former CEO Equity Agreement | Dr. Kubota | Promissory Note | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Debt instrument, term | 3 years | |||||||
Debt, face amount | $500,000 | $100,000 |
StockBased_Compensation_Stock_
Stock-Based Compensation (Stock Option Activity and RSU's) (Details) (Equity Plans, USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Options | |||
Outstanding, December 31, 2013 | 696,878 | ||
Granted | 101,000 | ||
Exercised | -187,007 | ||
Forfeited | -167,699 | ||
Expired | -67,216 | ||
Outstanding, December 31, 2014 | 375,956 | 696,878 | |
Exercisable, December 31, 2014 | 263,929 | ||
Unexercisable, December 31, 2014 | 112,027 | 284,779 | |
Weighted Average Exercise Price | |||
Outstanding, December 31, 2013 | $7.21 | ||
Granted | $7.78 | ||
Exercised | $3.64 | ||
Forfeited | $8.27 | ||
Expired | $8.42 | ||
Outstanding, December 31, 2014 | $8.45 | $7.21 | |
Exercisable, December 31, 2014 | $6.18 | ||
Unexercisable, December 31, 2014 | $13.78 | $10.92 | |
Weighted Average Grant Date Fair Value | |||
Unexercisable, December 31, 2013 | $7.25 | $5.87 | |
Granted | $5 | $8.09 | $5.59 |
Exercised | $2.24 | ||
Forfeited | $4.86 | $4.89 | $2.81 |
Expired | $4.86 | ||
Unexercisable, December 31, 2014 | $7.25 | $5.87 | |
Intrinsic Value, Outstanding, December 31, 2014 | $397 | ||
Intrinsic Value, Exercisable, December 31, 2014 | $381 | ||
Weighted Average Remaining Contractual Term, Outstanding, December 31, 2014 | 6 years 5 months 27 days | ||
Weighted Average Remaining Contractual Term, Exercisable, December 31, 2014 | 5 years 9 months 18 days | ||
Shares | |||
Outstanding, December 31, 2014 | 10,000 | ||
Restricted Stock Units (RSUs) | |||
Shares | |||
Outstanding, December 31, 2013 | 0 | ||
Granted | 10,000 | ||
Forfeited | 0 | ||
Expired | 0 | ||
Outstanding, December 31, 2014 | 10,000 | ||
Weighted Average Grant Date Fair Value | |||
Granted | $7.46 | ||
Outstanding, December 31, 2014 | $7.46 |
StockBased_Compensation_Supple
Stock-Based Compensation (Supplemental Information) (Details) (Equity Plans, USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Equity Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value per share - granted | $5 | $8.09 | $5.59 |
Weighted average grant date fair value per share - vested | $5.26 | $4.52 | $3.48 |
Weighted average grant date fair value per share - forfeited | $4.86 | $4.89 | $2.81 |
Total fair value of options vested | $482 | $625 | $482 |
Total intrinsic value of options exercised | $886 | $307 | $47 |
StockBased_Compensation_Schedu
Stock-Based Compensation (Schedule of Vesting for RSUs) (Details) (Equity Plans) | Dec. 31, 2014 |
Equity Plans | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
2015 | 3,400 |
2016 | 2,500 |
2017 | 2,500 |
2018 | 1,600 |
2019 | 0 |
Thereafter | 0 |
Total | 10,000 |
StockBased_Compensation_Fair_V
Stock-Based Compensation (Fair Value of Stock Options Granted) (Details) (Equity Plans) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Risk-free interest rate | 1.00% | ||
Expected term | 6 years 2 months 12 days | 6 years 3 months 18 days | 6 years 3 months 18 days |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 70.00% | 50.00% | |
Minimum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Risk-free interest rate | 1.50% | 1.20% | |
Expected volatility | 50.00% | ||
Maximum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Risk-free interest rate | 2.50% | 2.10% | |
Expected volatility | 65.00% |
StockBased_Compensation_Income
Stock-Based Compensation (Income Statement Location) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation | $516 | $1,123 | $581 |
Research and Development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation | 221 | 414 | 247 |
General and Administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation | $295 | $709 | $334 |
Strategic_Restructuring_Narrat
Strategic Restructuring (Narrative) (Details) (Employee Severance, USD $) | 1 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Oct. 31, 2013 | Dec. 31, 2013 |
Employee | ||
Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Workforce reduction, percentage | 35.00% | |
Number of positions eliminated | 30 | |
Restructuring costs | $1 |
Strategic_Restructuring_Detail
Strategic Restructuring (Details) (Employee Severance, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Employee Severance | |
Restructuring Reserve [Roll Forward] | |
Balance, December 31, 2013 | $966 |
Adjustments | -8 |
Cash payments | -958 |
Balance, December 31, 2014 | $0 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $2.30 | ||
Utilization of loss carryforwards | 0.6 | 0.8 | 3 |
Research and development tax credit carryforwards | 1.1 | ||
Share-based Compensation [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credit carryforwards | $0.20 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets) (Details) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Deferred tax assets: | |||
Research and development tax credit carryforwards | $925 | $714 | |
Alternative minimum tax credits | 774 | 1,077 | |
Property and equipment | 25 | 110 | |
Alternative minimum tax credits | 334 | 363 | |
Property and equipment | 224 | 124 | |
Unrealized losses | 142 | 6 | |
Other | 3 | 0 | |
Total deferred tax asset | 2,427 | 2,394 | |
Less: Valuation allowance | -2,324 | -1,600 | 0 |
Deferred tax assets, net | 103 | 2,394 | |
Reported as: | |||
Current deferred tax asset | 61 | 1,114 | |
Long-term deferred tax asset | 42 | 1,280 | |
Total deferred tax asset | $103 | $2,394 |
Income_Taxes_Components_of_Tax
Income Taxes (Components of Tax Expense (Benefit)) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Federal: | |||
Current | ($79) | $575 | $169 |
Deferred | 2,400 | 2,295 | 2,478 |
Federal income tax expense (benefit) | 2,321 | 2,870 | 2,647 |
State: | |||
Current | 19 | 34 | 0 |
Deferred | 19 | -21 | 0 |
State income tax expense (benefit) | 38 | 13 | 0 |
Total | $2,359 | $2,883 | $2,647 |
Income_Taxes_Reconciliation_of
Income Taxes (Reconciliation of Statutory Federal Income Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate | 34.00% | 34.00% | 34.00% |
State income taxes | 6.80% | 0.00% | 0.00% |
Stock compensation | -7.80% | 0.00% | 0.00% |
Other permanent items | 5.50% | 0.00% | 0.00% |
Meals and entertainment | 7.10% | 0.00% | 0.00% |
Return to provision items | -6.00% | 0.00% | 0.00% |
Valuation allowance | 631.70% | 0.00% | 0.00% |
Loss carryforward adjustment | 0.00% | 3.70% | 0.00% |
Other, net | -3.60% | 2.10% | 4.80% |
Effective tax rate | 667.70% | 39.80% | 38.80% |
Collaboration_and_License_Agre1
Collaboration and License Agreements (Details) (USD $) | 3 Months Ended | 12 Months Ended | 60 Months Ended | 72 Months Ended | 84 Months Ended | |||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2014 | |
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Revenue from collaborations | $7,645,000 | $8,119,000 | $9,086,000 | $10,546,000 | $11,252,000 | $14,692,000 | $11,023,000 | $15,980,000 | $35,396,000 | $52,947,000 | $46,424,000 | |||||||
Deferred revenue from collaborations | 6,231,000 | 0 | 6,231,000 | 0 | 0 | 6,231,000 | ||||||||||||
Collaborative Arrangement, Product | Emixustat | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Nonrefundable up-front license fee received | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||
Funded amount, Phase 1 | 40,000,000 | |||||||||||||||||
Potential to receive development milestones | 82,500,000 | |||||||||||||||||
Milestone method, revenue recognized | 0 | 5,000,000 | 0 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Number of days used as base for calculating accrued interest | 360 days | |||||||||||||||||
Percent of royalty paid on annual aggregate net sales for each party | 2.00% | |||||||||||||||||
Revenue from collaborations | 15,400,000 | 32,400,000 | 49,700,000 | |||||||||||||||
Contingently repayable funding, accrued interest | 2,500,000 | 1,200,000 | 2,500,000 | 1,200,000 | 1,200,000 | 2,500,000 | ||||||||||||
Collaborative Arrangement, Product | Emixustat | Secured Promissory Note | Three-month LIBOR | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Stated percentage | 3.25% | 3.25% | 3.25% | |||||||||||||||
Collaborative Arrangement, Product | Emixustat | Initial Indication | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Potential to receive development milestones | 55,000,000 | |||||||||||||||||
Collaborative Arrangement, Product | Emixustat | Second Indication | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Potential to receive development milestones | 27,500,000 | |||||||||||||||||
Collaborative Arrangement, Product | Emixustat | All Indications | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Potential to receive development milestones | 175,000,000 | |||||||||||||||||
Collaborative Arrangement, Product | Emixustat | All Indications | Aggregate Annual Worldwide Sales of 250 million | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Potential to receive development milestones | 25,000,000 | |||||||||||||||||
Benchmark for aggregate annual worldwide sales of all collaboration products | 250,000,000 | |||||||||||||||||
Collaborative Arrangement, Product | Emixustat | All Indications | Aggregate Annual Worldwide Sales of 500 million | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Potential to receive development milestones | 50,000,000 | |||||||||||||||||
Benchmark for aggregate annual worldwide sales of all collaboration products | 500,000,000 | |||||||||||||||||
Collaborative Arrangement, Product | Emixustat | All Indications | Aggregate Annual Worldwide Sales of 1 billion | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Potential to receive development milestones | 100,000,000 | |||||||||||||||||
Benchmark for aggregate annual worldwide sales of all collaboration products | 1,000,000,000 | |||||||||||||||||
Collaborative Arrangement, Product | Development Activities [Member] | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Selling price for research program | 15,000,000 | 15,000,000 | 15,000,000 | |||||||||||||||
Revenue from collaborations | 35,400,000 | 39,200,000 | 19,300,000 | |||||||||||||||
Collaborative Arrangement, Product | Development Activities [Member] | Initial Indication | Upon Initiation of a Phase 2b/3 | UNITED STATES | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Milestone method, revenue recognized | 5,000,000 | |||||||||||||||||
Collaborative Arrangement, Product | Development Activities [Member] | Initial Indication | Upon Initiation of a Phase 3 | UNITED STATES | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Milestone method, revenue recognized | 5,000,000 | |||||||||||||||||
Collaborative Arrangement, Product | Development Activities [Member] | Initial Indication | Upon Filing of a NDA with the FDA | UNITED STATES | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Milestone method, revenue recognized | 15,000,000 | |||||||||||||||||
Collaborative Arrangement, Product | Development Activities [Member] | Initial Indication | Upon Receipt of Approval by the FDA of an NDA | UNITED STATES | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Milestone method, revenue recognized | 20,000,000 | |||||||||||||||||
Collaborative Arrangement, Product | Development Activities [Member] | Initial Indication | Upon Receipt of Approval by Regulatory Authority of a Marketing Approval | JAPAN | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Milestone method, revenue recognized | 10,000,000 | |||||||||||||||||
Collaborative Arrangement, Product | Development Activities [Member] | Second Indication | Upon Initiation of a Phase 3 | UNITED STATES | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Milestone method, revenue recognized | 5,000,000 | |||||||||||||||||
Collaborative Arrangement, Product | Development Activities [Member] | Second Indication | Upon Filing of a NDA with the FDA | UNITED STATES | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Milestone method, revenue recognized | 7,500,000 | |||||||||||||||||
Collaborative Arrangement, Product | Development Activities [Member] | Second Indication | Upon Receipt of Approval by the FDA of an NDA | UNITED STATES | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Milestone method, revenue recognized | 10,000,000 | |||||||||||||||||
Collaborative Arrangement, Product | Development Activities [Member] | Second Indication | Upon Receipt of Approval by Regulatory Authority of a Marketing Approval | JAPAN | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Milestone method, revenue recognized | 5,000,000 | |||||||||||||||||
Collaborative Arrangement, Product | OPA-6566 | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Revenue from collaborations | 0 | 1,500,000 | 8,100,000 | |||||||||||||||
Collaborative Arrangement, Product | Rebamipide | ||||||||||||||||||
Revenue Recognition, Milestone Method [Line Items] | ||||||||||||||||||
Milestone method, revenue recognized | 2,000,000 | 5,000,000 | ||||||||||||||||
Revenue from collaborations | $0 | $12,300,000 | $14,000,000 |
Net_Income_Loss_Per_Share_Deta
Net Income (Loss) Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2014 |
Class of Stock [Line Items] | ||||||||||||
Net income (loss) attributable to common shareholders | ($595) | ($1,536) | $71 | $54 | ($812) | $382 | ($20) | $999 | ($2,006) | $1,161 | $1,122 | |
Weighted average shares outstanding—basic | 32,869,000 | 11,964,000 | 11,901,000 | |||||||||
Dilutive effect of stock options and RSUs | 0 | 391,000 | 257,000 | |||||||||
Weighted average shares outstanding—diluted | 32,869,000 | 12,355,000 | 12,158,000 | |||||||||
Antidilutive securities excluded from the calculation of diluted net income (loss) per share | 185,551 | |||||||||||
Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
IPO, shares issued | 9,200,000 | 9,200,000 | ||||||||||
Common Stock | Affiliated Entity | IPO | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issued through debt conversion | 3,636,365 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 19, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 26, 2014 | Jan. 02, 2015 |
sqft | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Reduction in rent expense | $0.40 | |||||
Rent expense | 1 | 1 | 0.8 | |||
Office Space | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Net rentable area of leased property | 38,723 | |||||
Laboratory and Office Space | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Net rentable area of leased property | 17,488 | |||||
Subsequent Event | Office Space | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Tenant leasehold improvement allowance | $1.20 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $1,324 |
2016 | 1,295 |
2017 | 997 |
2018 | 968 |
2019 | 1,007 |
Thereafter | 2,039 |
Operating lease obligations | $7,630 |
RelatedParty_Transactions_Deta
Related-Party Transactions (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2014 |
Management | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | $0 | $0.30 | $0.20 | |
Common Stock | IPO | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued through debt conversion | 3,636,365 |
Quarterly_Information_Unaudite2
Quarterly Information (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Revenue from collaborations | $7,645 | $8,119 | $9,086 | $10,546 | $11,252 | $14,692 | $11,023 | $15,980 | $35,396 | $52,947 | $46,424 | |
Net income (loss) | -595 | -1,536 | [1] | 71 | 54 | -812 | 1,420 | -20 | 3,711 | -2,006 | 4,299 | 4,178 |
Net income (loss) attributable to common shareholders | -595 | -1,536 | 71 | 54 | -812 | 382 | -20 | 999 | -2,006 | 1,161 | 1,122 | |
Basic net income (loss) per share attributable to common shareholders | ($0.02) | ($0.04) | $0 | $0 | ($0.07) | $0.04 | $0 | $0.08 | ($0.06) | $0.10 | $0.09 | |
Diluted net income (loss) per share attributable to common shareholders | ($0.02) | ($0.04) | $0 | $0 | ($0.07) | $0.03 | $0 | $0.08 | ($0.06) | $0.09 | $0.09 | |
Deferred tax assets, valuation allowance | $2,324 | $1,600 | $0 | $2,324 | $0 | |||||||
[1] | In the third quarter of 2014, we recorded a valuation allowance against our deferred tax assets of $1.6 million due to expected future losses as a result of our new strategic plan. |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | |||
Oct. 14, 2014 | Mar. 24, 2015 | Feb. 24, 2015 | Jan. 28, 2015 | |
Mr. O’Callaghan | ||||
Subsequent Event [Line Items] | ||||
Severance term | 18 months | |||
Severance benefit term | 18 months | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Percent of employee’s annual target bonus for 2015 | 50.00% | |||
Additional vesting on any outstanding equity awards | 12 months | |||
Retention pool | $600,000 | |||
Subsequent Event | Dr. Kubota | ||||
Subsequent Event [Line Items] | ||||
Voting authority as percent of shares outstanding (over 50%) | 50.00% | |||
Subsequent Event | Mr. O’Callaghan | ||||
Subsequent Event [Line Items] | ||||
Discretionary bonus | 515,520 |