SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 |
Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Summary of Significant Accounting Policies |
Basis of presentation |
These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). These consolidated financial statements include the accounts of the Company, Methylgene and MethylGene US Inc. All significant inter-company transactions, balances, revenue and expenses have been eliminated upon consolidation. |
Mirati was incorporated under the laws of the State of Delaware on April 29, 2013. The Company was created to enter into an arrangement agreement described below. |
On May 8, 2013, the Company's Board of Directors approved and the Company entered into an arrangement agreement with MethylGene. Subject to the terms and conditions of the arrangement agreement, which was consummated on June 28, 2013, the shareholders of MethylGene received one share of the Company's common stock in exchange for every 50 common shares of MethylGene, which had the effect of a 50 for 1 reverse split of the common shares pursuant to a court-approved plan of arrangement under Section 192 of the Canada Business Corporations Act. Such transaction is referred to herein as the Arrangement. In addition, all outstanding options and warrants to purchase common shares of MethylGene became exercisable on a 50-for-1 basis for shares of our common stock, and a proportionate adjustment was made to the exercise price or conversion price, as applicable. The accompanying financial statements and notes to the financial statements give retroactive effect to the reverse split of our common stock for all periods presented. Upon completion of the Arrangement, MethylGene became the Company's wholly-owned subsidiary. The shares of the Company's common stock issued at the closing of the Arrangement were issued in reliance upon the exemption from registration under Section 3(A)(10) of the Securities Act of 1933, as amended. |
These consolidated financial statements are presented in U.S. dollars, which effective January 1, 2013, is also the functional currency of the Company. |
Foreign currency translation |
Foreign currency transactions are initially recorded by the Company using the exchange rates prevailing at the date of the transaction. At the balance sheet date, monetary assets and liabilities denominated in foreign currencies are translated at the period-end rates of exchange. Non-monetary assets and liabilities are translated at the historical exchange rates. Exchange gains and losses arising from the translation of foreign currency items are included in other income (expense) in the consolidated statements of operations and comprehensive loss. The Company recognized net foreign exchange losses of $1.3 million and $12 thousand in other income (expense) in the consolidated statement of operations and comprehensive loss for the years ended December 31, 2013 and 2012, respectively. |
Cash and cash equivalents |
Cash is comprised of cash on hand and cash equivalents. Cash equivalents are comprised of short-term investment vehicles that are highly liquid and are readily convertible to known amounts of cash, which are subject to an insignificant risk of change in value, and have a maturity of less than 90 days from the date of purchase. |
Short-term investments |
Short-term investments consist of debt securities and other investment vehicles that are highly liquid and are readily convertible to known amounts of cash, which are subject to an insignificant risk of change in value, and have an original maturity of greater than 90 days. The majority of the Company's short-term investments are classified as available-for-sale investments. Certain of the Company's investments were purchased by its Canadian subsidiary prior to the Arrangement and are designated as held for trading investments as the investment portfolio is actively managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy. |
The Company's short-term investments are carried at their fair market value based upon quoted market prices for these or similar instruments at the balance sheet date. Unrealized gains and losses on available-for-sale securities are reported as a component of accumulated other comprehensive income in stockholders' equity until realized. Unrealized gains and losses on trading securities are included in other income (expense) on the statement of operations and comprehensive loss. Debt securities are adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization, as well as realized gains and losses, are included in other income (expense). |
We assess our investments for potential other-than-temporary impairment based on factors including the length of time and extent to which the fair market value has been below our cost basis, the current financial condition of the investee and our intent and ability to hold the investment for a sufficient period of time to allow for any anticipated recovery in market value. If we conclude that an other-than-temporary impairment exists, we recognize an impairment charge to reduce the investment to fair value and record the related charge as a reduction of interest to other income (expense), net. We determined there were no other-than-temporary declines in the value of short-term investments as of December 31, 2013 and 2012. |
Property and equipment |
Property and equipment is stated at historical cost less accumulated depreciation and/or accumulated impairment losses, if any. Historical cost includes expenditures that are directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to net loss during the financial period in which they are incurred. |
Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: |
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Computer equipment | | 3 years | | | | | | | | | | | | | |
Office and other equipment | | 6 years | | | | | | | | | | | | | |
Laboratory equipment | | 6 years | | | | | | | | | | | | | |
Leasehold improvements | | The lesser of the lease term or the life of the asset | | | | | | | | | | | | | |
On disposal of property and equipment, the cost and related accumulated depreciation and impairments are removed from the consolidated financial statements and the net amount, less any proceeds, is included in net loss. |
Impairment of long-lived assets |
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, including its eventual residual value, is compared to the carrying value to determine whether impairment exists. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their estimated fair values. Fair value is estimated through discounted cash flow models to project cash flows from the asset. The Company recognized immaterial impairment charges related to its property and equipment for the year ended December 31, 2013 and no impairment charges for the year ended 2012. |
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Reclassification of Warrants |
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In 2011 and 2012, the Company issued common stock warrants in connection with the issuance of common stock through private placements (referred to as the 2011 Warrants and the 2012 Warrants). The exercise prices of the 2011 and 2012 Warrants were denominated in Canadian dollars. Upon the issuance of the 2011 and 2012 Warrants, the Company allocated the net proceeds to common stock and warrants based on their relative fair values, and calculated the fair value of the issued common stock warrants utilizing the Black-Scholes option-pricing model. The allocated fair value was then recorded as warrants within stockholders’ equity on the consolidated balance sheet. The fair value was not recalculated in periods subsequent to the date of issuance. |
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The change in its functional currency to the U.S. dollar effective January 1, 2013 changed how the Company accounts for its warrants which have exercise prices denominated in Canadian dollars. Upon the change in functional currency, the Company classified these warrants as a current liability and recorded a warrant liability of $16.2 million which represents the fair market value of the warrants at that date in accordance with Accounting Standards Codification, or ASC, 815, “Derivatives and Hedging.” The initial fair value recorded as warrants within stockholders’ equity of $11.2 million was reversed. The change in fair value related to periods prior to January 1, 2013 of $5.0 million was recorded as an adjustment to accumulated deficit. |
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At each reporting period subsequent to January 1, 2013, the Company adjusts the fair value of the warrant liability to the current fair market value and any corresponding increase or decrease to the warrant liability is recorded as income or expense, as appropriate, on the consolidated statement of operations and comprehensive loss as Change in fair value of warrant liability. The estimated fair value is determined using the Black-Scholes option-pricing model based on the fair value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock. The fair value of the warrant liability was $33.4 million at December 31, 2013 and the Company recorded expense associated with the fair value adjustments of $19.8 million for the year ended December 31, 2013. |
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Reclassification of Share-Based Compensation Liability |
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The Company had granted stock options denominated in Canadian dollars under its 1997 Equity Plan to Canadian and United States, or US, based employees and directors until July 26, 2013. Following the delisting of the Company’s shares from the Toronto Stock Exchange, the options denominated in Canadian dollars that were granted to US-based employees and US-based directors are subject to liability accounting, in accordance with Accounting Standards Codification, or ASC, 718, “Compensation-Stock Compensation”. Such options are referred to herein as the Liability Options. The Company revalued the Liability Options as of July 26, 2013 and recorded a share-based compensation liability of $1.1 million with a corresponding reduction of additional paid-in capital. |
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At each reporting period subsequent to July 26, 2013, the Company adjusted the fair value of the Liability Options and any corresponding increase or decrease to the liability was recorded as either a reduction of additional paid in capital or as stock compensation expense on the consolidated statement of operations and comprehensive loss, as appropriate. During the year ended December 31, 2013 these fair value adjustments resulted in an increase to additional paid in capital of $0.3 million and total stock compensation expense of $1.4 million. The estimated fair value is determined using the Black-Scholes option-pricing model based on the fair value of the underlying common stock at the valuation measurement date, the remaining life of the options, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock. |
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Effective November 30, 2013 the Company amended the agreements underlying the Liability Options such that the exercise price was converted from Canadian dollars to the equivalent US dollar exercise price by applying the exchange rate for the conversion of Canadian dollars into U.S. dollars based on the Bank of Canada’s noon buying rate for one U.S. dollar on the date the option was granted. The fair value of the Liability Options as of November 30, 2013 was $2.2 million and was reclassified from share-based compensation liability to additional paid-in capital. |
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Stock-based compensation |
The Company has a stock option compensation plan in which the fair value of stock options granted is determined at the date of the grant using the Black-Scholes option-pricing model and is expensed over the vesting period of the options. Stock-based compensation is recognized using the accelerated graded vesting method. In determining the expense, the Company deducts the number of options that are expected to be forfeited at the time of a grant and revises this estimate, if necessary, in subsequent years if actual forfeitures differ from those estimated. |
Revenue recognition |
From time to time the Company may recognize revenue from research collaboration agreements and licensing arrangements. Upfront product and technology license fees under multiple-element arrangements are deferred and recognized over the period of such services or performance if such arrangements require on-going services or performance. Non-refundable amounts received for substantive milestones are recognized upon achievement of the milestone. Any amounts received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. For the years ended December 31, 2013 and 2012 the Company did not recognize any revenue from collaborative agreements. |
Investment tax credits |
The Company's accounts include claims for investment tax credits ("ITCs") relating to scientific research and experimental development activities of the Company. The qualification and recording of these activities for investment tax credit purposes are established by the Canadian federal and Provincial Tax Acts and are subject to audit by the taxation authorities. Refundable ITCs are reflected as reductions of expenses or reductions of the cost of the assets to which they relate when there is reasonable assurance that the assistance will be received and all conditions have been complied with. The non-refundable ITCs are carried forward for a time and will be recognized when it is more likely than not that the Company will become subject to Canadian federal taxes, at which time, said ITCs are applied as a reduction of tax expense. |
Research and development expenses |
Research and development expenditures are charged to net loss in the period in which they are incurred and comprise of the following types of costs incurred in performing research and development activities and those incurred in connection with research and development revenue: salaries and benefits, stock-based compensation expense, allocated overhead and occupancy costs, clinical trial and related clinical manufacturing costs, contract services, and other outside costs. |
Income taxes |
Income taxes have been accounted for using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if, based upon the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. For uncertain tax positions that meet "a more likely than not" threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. |
Net loss per share |
Net loss per share is calculated by dividing the net loss of the Company by the weighted average number of shares of common stock outstanding during the year. The following table presents potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive: |
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| | Year ended | | | | | | | | | |
| | December 31, | | | | | | | | | |
| | 2013 | | 2012 | | | | | | | | | |
Common stock options | | 495 | | | 15,663 | | | | | | | | | | |
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Common stock warrants | | 644,426 | | | 690,046 | | | | | | | | | | |
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Total | | 644,921 | | | 705,709 | | | | | | | | | | |
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Fair value measurements |
We have certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. |
The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance prioritizes the inputs used in measuring fair value into the following hierarchy: |
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• | Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities; | | | | | | | | | | | | | | |
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• | Level 2- Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and | | | | | | | | | | | | | | |
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• | Level 3- Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. | | | | | | | | | | | | | | |
The following table summarizes the assets and liabilities measured at fair value on a recurring basis (in thousands): |
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| December 31, | | Level 1 | | Level 2 | | Level 3 |
2013 |
Assets | | | | | | | |
Cash and cash equivalents | $ | 14,235 | | | $ | 12,431 | | | $ | 1,804 | | | $ | — | |
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Short-term investments | 47,835 | | | — | | | 47,835 | | | — | |
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| $ | 62,070 | | | $ | 12,431 | | | $ | 49,639 | | | $ | — | |
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Liabilities | | | | | | | |
Warrant liability | $ | 33,407 | | | $ | — | | | $ | — | | | $ | 33,407 | |
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| $ | 33,407 | | | $ | — | | | $ | — | | | $ | 33,407 | |
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| December 31, | | Level 1 | | Level 2 | | Level 3 |
2012 |
Assets | | | | | | | |
Cash and cash equivalents | $ | 18,403 | | | $ | 2,825 | | | $ | 15,578 | | | $ | — | |
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Short-term investments | 18,580 | | | — | | | 18,580 | | | — | |
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| $ | 36,983 | | | $ | 2,825 | | | $ | 34,158 | | | $ | — | |
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Liabilities | | | | | | | |
Warrant liability | $ | — | | | $ | — | | | $ | — | | | $ | — | |
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| $ | — | | | $ | — | | | $ | — | | | $ | — | |
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There were no transfers between fair value measurement levels during the years ended December 31, 2013 and 2012. |
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The following table presents a rollforward of the fair value of the warrant liability which includes Level 3 measurements (in thousands): |
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| | Year ended December 31, | | | | | | | |
| | 2013 | | 2012 | | | | | | | |
Warrant liability: | | | | | | | | | | | |
Balance at beginning of year: | | $ | — | | | $ | — | | | | | | | | |
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Fair value upon reclassification of balance as of January 1, 2013 | | 16,194 | | | — | | | | | | | | |
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Change in fair value of warrant liability | | 19,799 | | | — | | | | | | | | |
included in net loss | | | | | | |
Fair value of warrants exercised | | (2,586 | ) | | — | | | | | | | | |
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Balance at end of year: | | $ | 33,407 | | | $ | — | | | | | | | | |
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The fair value of the warrant liability was calculated utilizing the Black-Scholes option-pricing model, using the following assumptions: |
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| | 1-Jan-13 | | 31-Dec-13 | | | |
| | 2011 Warrants | | 2012 Warrants | | 2011 Warrants | | 2012 Warrants | | | |
Risk-free interest rate | | 1.2 | % | | 1.4 | % | | 1.2 | % | | 1.6 | % | | | |
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Volatility | | 107.5 | % | | 116.3 | % | | 112 | % | | 115.9 | % | | | |
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Dividend yield | | — | | | — | | | — | | | — | | | | |
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Expected life in years | | 3.3 | | | 4.9 | | | 2.3 | | | 3.9 | | | | |
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Concentration of Credit Risk |
The Company invests its excess cash in accordance with its investment policy. The Company's investments are comprised primarily of commercial paper and debt instruments of financial institutions, corporations, U.S. government-sponsored agencies and the U.S. Treasury. The Company mitigates credit risk by maintaining a well diversified portfolio and limiting the amount of investment exposure as to institution, maturity and investment type. Financial instruments that potentially subject the Company to significant credit risk consist principally of cash equivalents and short-term investments. |
Segment Reporting |
Operating segments are components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker for purposes of making decisions regarding resource allocation and assessing performance. To date, we have viewed our operations and managed our business as one segment operating primarily in the United States and Canada. |
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Use of Estimates |
The preparation of the Company's consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts or revenue and expenses during the reporting period. |
Reported amounts and note disclosures reflect the overall economic conditions that are most likely to occur and anticipated measures management intends to take. Actual results could differ materially from those estimates. Estimates and assumptions are reviewed quarterly. All revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. |
Reclassifications |
Certain reclassifications have been made to prior year balances in order to conform to the current year’s presentation. Specifically, restricted cash equivalents and marketable securities and interest and other receivables were classified as other current assets; non-current security deposits and restricted cash equivalents and marketable securities were classified as other assets; and current portion of other liability was classified as accounts payable and accrued liabilities. |