Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 21, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | REPH | ||
Entity Registrant Name | Recro Pharma, Inc. | ||
Entity Central Index Key | 1,588,972 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 9,318,255 | ||
Entity Public Float | $ 31.7 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 19,779 | $ 19,682 |
Accounts receivable | 8,580 | |
Other receivables | 36 | 90 |
Inventory | 8,982 | |
Prepaid expenses | 757 | 602 |
Deferred equity costs | 542 | |
Total current assets | 38,676 | 20,374 |
Property, plant and equipment, net | 37,922 | |
Deferred income taxes | 15,637 | |
Intangible assets, net | 40,016 | |
Goodwill | 6,446 | |
Total assets | 138,697 | 20,374 |
Current liabilities: | ||
Accounts payable | 1,553 | 870 |
Accrued expenses | 3,418 | 576 |
Current portion of long-term debt | 4,516 | |
Total current liabilities | 9,487 | 1,446 |
Long-term debt | 25,244 | |
Warrants | 3,770 | |
Contingent consideration | 59,846 | |
Total liabilities | $ 98,347 | $ 1,446 |
Commitments and Contingencies (Note 12) | ||
Shareholders' equity: | ||
Preferred stock, $0.01 par value. Authorized, 10,000,000 shares; none issued and outstanding | ||
Common stock, $0.01 par value. Authorized, 50,000,000 shares; issued and outstanding, 9,224,315 shares at December 31, 2015 and 7,707,600 shares at December 31, 2014 | $ 92 | $ 77 |
Additional paid-in capital | 71,321 | 52,947 |
Accumulated deficit | (31,063) | (34,096) |
Total shareholders' equity | 40,350 | 18,928 |
Total liabilities and shareholders' equity | $ 138,697 | $ 20,374 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 9,224,315 | 7,707,600 |
Common stock, shares outstanding | 9,224,315 | 7,707,600 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | ||
Manufacturing, royalty and profit sharing revenue | $ 49,284 | |
Research and development revenue | 2,668 | |
Total revenues | 51,952 | |
Operating expenses: | ||
Cost of sales (excluding amortization of intangible assets) | 28,054 | |
Research and development | 12,281 | $ 7,874 |
General and administrative | 13,017 | 3,998 |
Amortization of intangible assets | 1,884 | |
Change in warrant valuation | (1,560) | |
Change in contingent consideration valuation | 5,246 | |
Total operating expenses | 58,922 | 11,872 |
Operating loss | (6,970) | (11,872) |
Other income (expense): | ||
Interest income | 12 | 11 |
Interest expense | (5,560) | (4,273) |
Loss before income taxes | (12,518) | (16,134) |
Income tax benefit | 15,551 | |
Net income (loss) | 3,033 | (16,134) |
Accretion of redeemable convertible preferred stock | (1,270) | |
Net income (loss) applicable to common shareholders | $ 3,033 | $ (17,404) |
Basic net income (loss) per common share | $ 0.36 | $ (2.79) |
Diluted net income (loss) per common share | $ 0.21 | $ (2.79) |
Weighted average basic common shares outstanding | 8,491,025 | 6,238,581 |
Weighted average diluted common shares outstanding | 8,749,234 | 6,238,581 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Equity Financing Facility [Member] | Private Placement [Member] | Preferred Stock [Member]Series A Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Equity Financing Facility [Member] | Common Stock [Member]Private Placement [Member] | Additional Paid In Capital [Member] | Additional Paid In Capital [Member]Equity Financing Facility [Member] | Additional Paid In Capital [Member]Private Placement [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2013 | $ (17,960) | $ 5,880 | $ 2 | $ (17,962) | |||||||
Balance, Shares at Dec. 31, 2013 | 2,000,000 | 155,600 | |||||||||
Accretion of Series A redeemable convertible preferred stock to redemption value | (89) | $ 89 | $ (89) | ||||||||
Deemed dividend on Series A | (1,181) | 1,181 | (1,181) | ||||||||
Sale of common stock in initial public offering, net of offering costs | 30,256 | $ 43 | 30,213 | ||||||||
Sale of common stock in initial public offering, net of offering costs, Shares | 4,312,500 | ||||||||||
Stock-based compensation expense | 531 | 531 | |||||||||
Conversion of Series A and accrued dividends to common stock | 7,150 | $ (7,150) | $ 12 | 7,138 | |||||||
Conversion of Series A and accrued dividends to common, Shares | (2,000,000) | 1,193,762 | |||||||||
Conversion of notes payable and accrued interest to common stock | 12,274 | $ 20 | 12,254 | ||||||||
Conversion of notes payable and accrued interest to common stock, Shares | 2,045,738 | ||||||||||
Beneficial conversion upon conversion of notes payable (Note 10) | 4,081 | 4,081 | |||||||||
Net income (loss) | (16,134) | (16,134) | |||||||||
Balance at Dec. 31, 2014 | 18,928 | $ 77 | 52,947 | (34,096) | |||||||
Balance, Shares at Dec. 31, 2014 | 7,707,600 | ||||||||||
Stock option exercise | $ 228 | 228 | |||||||||
Stock option exercise, Shares | 38,000 | 38,000 | |||||||||
Sale of common stock in initial public offering, net of offering costs | $ 285 | $ 14,812 | $ 1 | $ 14 | $ 284 | $ 14,798 | |||||
Sale of common stock in initial public offering, net of offering costs, Shares | 96,463 | 1,379,311 | |||||||||
Stock-based compensation expense | $ 3,064 | 3,064 | |||||||||
Cashless warrant exercises | 2,941 | ||||||||||
Net income (loss) | 3,033 | 3,033 | |||||||||
Balance at Dec. 31, 2015 | $ 40,350 | $ 92 | $ 71,321 | $ (31,063) | |||||||
Balance, Shares at Dec. 31, 2015 | 9,224,315 |
Consolidated Statements of Red6
Consolidated Statements of Redeemable Convertible Preferred Stock and Shareholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Common Stock [Member] | |
Offering costs for sale of common stock in initial public offering | $ 4,243,658 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 3,033 | $ (16,134) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Stock-based compensation | 3,064 | 531 |
Non-cash interest expense | 668 | 4,273 |
Depreciation expense | 4,120 | |
Amortization | 1,884 | |
Change in warrant valuation | (1,560) | |
Change in contingent consideration valuation | 5,246 | |
Deferred income taxes | (15,637) | |
Changes in operating assets and liabilities, net of effect of acquisition: | ||
Inventory | 1,271 | |
Prepaid expenses | 225 | (587) |
Accounts receivable and other receivables | 3,992 | (51) |
Accounts payable and accrued expenses | 2,152 | 1,101 |
Net cash provided by (used in) operating activities | 8,458 | (10,867) |
Cash flows from investing activities: | ||
Acquisition of Gainesville, net of cash acquired | (52,690) | |
Purchase of property and equipment | (2,411) | |
Net cash used in investing activities | (55,101) | |
Cash flows from financing activities: | ||
Proceeds from initial public offering | 30,361 | |
Proceeds from private placement, net of offering costs | 14,812 | |
Proceeds from long-term debt | 50,000 | 175 |
Payment on long-term debt | (16,329) | |
Payment of debt issuance costs | (1,718) | |
Payment of deferred equity costs | (253) | |
Proceeds from option exercise | 228 | |
Net cash provided by financing activities | 46,740 | 30,536 |
Net increase in cash and cash equivalents | 97 | 19,669 |
Cash and cash equivalents, beginning of year | 19,682 | 13 |
Cash and cash equivalents, end of year | 19,779 | 19,682 |
Supplemental disclosure of cash flow information: | ||
Common stock issued in connection with equity facility | 285 | |
Conversion of notes payable and accrued interest into common stock | 1,270 | |
Conversion of Series A and accrued dividends into common stock | $ 7,150 | |
Cash paid for interest | 4,892 | |
Purchase of property, plant and equipment included in accrued expenses | $ 208 |
Background
Background | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background | (1) Background Recro Pharma, Inc., or the Company, was incorporated in Pennsylvania on November 15, 2007 (inception). The Company is a revenue-generating, specialty pharmaceutical company currently developing non-opioid products for treatment of serious acute pain which may be useful in hospital and ambulatory surgery centers. On April 10, 2015, the Company acquired from Alkermes plc, or Alkermes, worldwide rights to intravenous and intramuscular or injectable meloxicam, a proprietary, Phase III-ready, long-acting preferential COX-2 inhibitor for the treatment of moderate to severe acute pain, as well as a contract manufacturing facility, royalty and formulation business in Gainesville, Georgia operating through the Company’s subsidiary, Recro Gainesville, LLC or Gainesville. The acquisition is referred to herein as the Gainesville Transaction. Gainesville develops and manufactures innovative pharmaceutical products that deliver clinically meaningful benefits to patients, using its proprietary delivery technologies for pharmaceutical companies who commercialize or plan to commercialize these products. |
Development-Stage Risks and Liq
Development-Stage Risks and Liquidity | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Development-Stage Risks and Liquidity | (2) Development-Stage Risks and Liquidity The Company has incurred losses from operations since inception and has an accumulated deficit of $31,063 as of December 31, 2015. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its products currently in development. Management believes that cash and cash equivalents will be sufficient to fund the Company’s current operations through March 31, 2017. Substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates. The Company’s future operations are highly dependent on a combination of factors, including (i) the timely and successful completion of additional financing discussed above; (ii) the Company’s ability to complete revenue-generating partnerships with pharmaceutical companies; (iii) the success of its research and development; (iv) the development of competitive therapies by other biotechnology and pharmaceutical companies; and, ultimately (v) regulatory approval and market acceptance of the Company’s proposed future products. |
Summary of Significant Accounti
Summary of Significant Accounting Principles | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Principles | (3) Summary of Significant Accounting Principles (a) Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. (b) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. (c) Cash and Cash Equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash equivalents as of December 31, 2015 and 2014 consisted of money market mutual funds and government and agency bonds. (d) Fair Value of Financial Instruments Management believes that the carrying amounts of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable, and accrued expenses, approximate fair value due to the short-term nature of those instruments. Management believes the carrying value of debt approximates fair value as the interest rates are reflective of the rate the Company could obtain on debt with similar terms and conditions. (e) Inventory Inventory is stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. Included in inventory are raw materials used in production of commercial products. Also included in inventory are raw materials used in the production of clinical products, which will be charged to research and development expense when consumed. (f) Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are as follows: four to ten years for furniture, office and computer equipment; six to ten years for manufacturing equipment; two to five years for vehicles; 35 to 40 years for buildings; and the shorter of the lease term or useful life for leasehold improvements. Repairs and maintenance cost are expensed as incurred. (g) Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of net assets acquired by the Company. Goodwill is not amortized, but assessed for impairment on an annual basis or more frequently if impairment indicators exist. The impairment model prescribes a two-step method for determining impairment. The first step compares a reporting unit’s fair value to its carrying amount to identify potential goodwill impairment. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the second step of the impairment test must be completed to measure the amount of the reporting unit’s goodwill impairment loss, if any. Step two requires an assignment of the reporting unit’s fair value to the reporting unit’s assets and liabilities to determine the implied fair value of the reporting unit’s goodwill. The implied fair value of the reporting unit’s goodwill is then compared with the carrying amount of the reporting unit’s goodwill to determine the goodwill impairment loss to be recognized, if any. The Company performs its annual goodwill impairment test as of November 30th. As a result of the impairment test, the Company determined that there was no impairment to goodwill for the year ended December 31, 2015. Intangible assets include the Company’s royalties and contract manufacturing relationships intangible asset as well as an in-process research and development (IPR&D) asset. The royalties and contract manufacturing relationships intangible asset is considered a definite-lived intangible asset and are amortized on a straight-line basis over a useful lives of six years. Intangible assets related to IPR&D are considered indefinite-lived intangible assets and are assessed for impairment annually or more frequently if impairment indicators exist. If the associated research and development effort is abandoned, the related assets will be written-off and the Company will record a noncash impairment loss on its consolidated statements of operations. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. The impairment test for indefinite-lived intangible assets is a one-step test, which compares the fair value of the intangible asset to its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. Based on accounting standards, it is required that these assets be assessed at least annually for impairment unless a triggering event occurs between annual assessments which would then require an assessment in the period which a triggering event occurred. (h) Revenue Recognition The Company generates revenues from manufacturing, packaging and related services for multiple pharmaceutical companies. The agreements that the Company has with its commercial partners provide for manufacturing revenues, royalties and/or profit sharing components. Manufacturing and packaging service revenue is recognized when persuasive evidence of an arrangement exists, shipment has occurred and the title to the product and associated risk of loss has passed to the customer, the sales price is fixed or determinable and collectability is reasonably assured. In addition to manufacturing and packaging revenue, the customer agreements have royalties and/or profit sharing payments, computed on the net product sales of the partner. Royalty and profit sharing revenues are generally recognized under the terms of the license and supply agreement in the period the products are sold and expenses are incurred by our commercial partner and collectability is reasonably assured. Revenues related to research and development are generally recognized as the related services or activities are performed, in accordance with the contract terms. To the extent that the agreements specify services are to be performed on a fixed basis, revenues are recognized consistent with the pattern of the work performed. (i) Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company’s policy is to limit the amount of credit exposure to any one financial institution and place its cash and cash equivalents with financial institutions evaluated as being creditworthy. To date, the Company has not experienced any losses on its cash equivalents. Five customers represent 100% of the Company’s trade accounts receivable at December 31, 2015 and these five customers represent approximately 95.4% of the Company’s 2015 revenues. (j) Research and Development Research and development costs for the Company’s proprietary products/ product candidates are charged to expense as incurred. Research and development expenses consist primarily of funds paid to third parties for the provision of services for drug development, clinical trials, statistical analysis and report writing, and regulatory compliance costs. At the end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. Upfront and milestone payments made to third parties who perform research and development services on the Company’s behalf are expensed as services are rendered. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. (k) Stock-Based Awards The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock options requires the input of subjective assumptions, including the expected life of the option and expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options was estimated using the “simplified method,” as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post vesting employment termination behavior for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of options grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. Nonemployee stock-based awards are revalued until an award vests and recognizes compensation expense on a straight-line basis over the vesting period of each separated vesting tranche of the award, or the accelerated attribution method. The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. (l) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement 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 expected to apply 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 operations in the period that includes the enactment date. A valuation allowance is recorded to the extent it is more likely than not that some portion or all of the deferred tax assets will not be realized. Unrecognized income tax benefits represent income tax positions taken on income tax returns that have not been recognized in the consolidated financial statements. The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established. Interest and penalties are classified as income tax expense in the Consolidated Statements of Operations. The Company does not anticipate significant changes in the amount of unrecognized income tax benefits over the next year. (m) Net Income (Loss) Per Common Share Basic net income (loss) per common share is determined by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding during the period. For 2014, the outstanding stock options and warrants have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of December 31, 2015 and 2014, as they would be anti-dilutive: December 31, 2015 2014 Options and restricted stock units outstanding 1,153,950 1,033,300 Warrants 490,000 150,000 The following table sets forth the computation of basic earnings per share and diluted earnings per share: 2015 2014 Basic Earnings Per Share Net income (loss) $ 3,033 $ (17,404 ) Common stock outstanding (weighted average) 8,491,025 6,238,581 Basic net income (loss) per share $ 0.36 $ (2.79 ) Diluted Earnings Per Share Net income (loss) $ 3,033 $ (17,404 ) Add change in warrant valuation (1,174 ) — Diluted net income (loss) $ 1,859 $ (17,404 ) Common stock outstanding (weighted average) 8,491,025 6,238,581 Add shares from outstanding warrants and stock options 258,209 — Common stock equivalents 8,749,234 6,238,581 Diluted net income (loss) per share $ 0.21 $ (2.79 ) (n) Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board, or FASB, issued updated guidance on the presentation requirements for deferred income tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. The update is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The Company adopted this guidance during the year ended December 31, 2015. In September 2015, the FASB issued updated guidance regarding the accounting for and disclosure of measurement-period adjustments that occur in periods after a business combination is consummated. This update requires that the acquirer recognize measurement-period adjustments in the reporting period in which they are determined. Prior period information should not be revised. This update also requires an entity to present separately on the face of the income statement or disclose in the notes the amount recorded in the current-period income statement that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition date. The effective date for annual and interim periods begins after December 15, 2016. The Company is currently evaluating the effect that this guidance may have on its consolidated financial statements. In July 2015, the FASB issued updated guidance which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. The amendments in this guidance do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out or average cost. Within the scope of this new guidance, an entity should measure inventory at the lower of cost and net realizable value; where, net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The new guidance must be applied on a prospective basis. The Company is evaluating the effect that the new guidance will have on its consolidated financial statements and related disclosures. In April 2015, the FASB issued updated guidance on the presentation requirements for debt issuance costs and debt discount and premium. The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the updated guidance. The updated guidance is effective for annual and interim periods beginning after December 15, 2015 and early adoption is permitted for financial statements that have not been previously issued. The Company adopted this guidance during the year ended December 31, 2015. In May 2014, the FASB issued updated guidance regarding the accounting for and disclosures of revenue recognition, with an effective date for annual and interim periods beginning after December 15, 2016. The update provides a single comprehensive model for accounting for revenue from contracts with customers. The model requires that revenue recognized reflect the actual consideration to which the entity expects to be entitled in exchange for the goods or services defined in the contract, including in situations with multiple performance obligations. In July 2015, the FASB deferred the effective date by one year. The guidance will be effective for annual and interim periods beginning after December 15, 2017. The Company is currently evaluating the effect that this guidance may have on its consolidated financial statements. |
Acquisition of Gainesville and
Acquisition of Gainesville and Meloxicam | 12 Months Ended |
Dec. 31, 2015 | |
Gainesville [Member] | |
Acquisition of Gainesville and Meloxicam | (4) Acquisition of Gainesville and Meloxicam On April 10, 2015, the Company completed the Gainesville Transaction. The consideration paid in connection with the Acquisition consisted of $50.0 million at closing, a $4.0 million working capital adjustment and a seven-year warrant to purchase 350,000 shares of the Company’s common stock at an exercise price of $19.46 per share. In addition, the Company may be required to pay up to an additional $120.0 million in milestone payments upon the achievement of certain regulatory and net sales milestones and royalties on future product net sales related to injectable meloxicam. Under the acquisition method of accounting, the consideration paid and the fair value of the contingent consideration and royalties are allocated to the fair value of the assets acquired and liabilities assumed. The contingent consideration obligation is remeasured each reporting date with changes in fair value recognized as a period charge within the statement of operations (see note 5 for further information regarding fair value). The following is a preliminary estimate of the purchase price for the Gainesville Transaction: Purchase price agreement $ 50,000 Fair value of warrants 2,470 Fair value of contingent consideration 54,600 Working capital adjustment 4,010 $ 111,080 The contingent consideration consists of three separate components. The first component consists of two potential payments, which will be payable upon the submission of the new drug application (NDA) for meloxicam, and the related regulatory approval, respectively. The second component consists of three potential payments, based on the achievement of specified annual revenue targets. The third component consists of a royalty payment for a defined term on future meloxicam net sales. The fair value of the first contingent consideration component recognized on the acquisition date was estimated by applying a risk adjusted discount rate to the probability adjusted contingent payments and the expected approval dates. The fair value of the second contingent consideration component recognized on the acquisition date was estimated by applying a risk adjusted discount rate to the potential payments resulting from probability weighted revenue projections and expected revenue target attainment dates. The fair value of the third contingent consideration component recognized on the acquisition date was estimated by applying a risk adjusted discount rate to the potential payments resulting from probability weighted revenue projections and the defined royalty percentage. These fair values are based on significant inputs not observable in the market, which are referred to in the guidance as Level 3 inputs. The contingent consideration components are classified as liabilities and are subject to the recognition of subsequent changes in fair value through the results of operations. The Gainesville results of operations have been included in the consolidated statement of operations beginning April 10, 2015. The following is a preliminary estimate of the assets acquired and the liabilities assumed in connection with the Gainesville Transaction, reconciled to the estimated purchase price: Amount Accounts receivable $ 12,519 Inventory 10,253 Prepaid expenses 380 Property, plant and equipment 39,424 Intangible assets 41,900 Goodwill 6,446 Total assets acquired 110,922 Accounts payable and accrued expenses 1,162 Warrants 2,470 Contingent consideration 54,600 Total liabilities assumed 58,232 Cash paid, net of $1,320 of cash acquired $ 52,690 The fair value of the property, plant and equipment and their weighted-average useful lives are as follows: Estimated Estimated Buildings and improvements $ 16,371 35 years Land 3,263 N/A Furniture, office & computer equipment 2,510 4-5 years Vehicles 30 2 years Manufacturing equipment 17,250 6-7 years $ 39,424 The estimated fair value of property, plant and equipment was determined using the cost and sales approaches. The fair value of the identifiable intangible assets and their weighted-average useful lives are as follows: Estimated Weighted Royalties and contract manufacturing relationships 15,500 6 In-process research and development 26,400 N/A Total intangible assets 41,900 The in-process research and development asset and customer relationships were valued using the multi-period excess earnings method, which is an income approach in which excess earnings are the earnings remaining after deducting the market rates of return on the estimated values of contributory assets, including debt-free net working capital, tangible and intangible assets. The excess earnings are thereby calculated for each quarter of a multi-quarter projection period discounted to a present value utilizing an appropriate discount rate for the subject asset. The unaudited pro forma combined results of operations for the years ended December 31, 2015 and 2014 (assuming the closing of the Gainesville Transaction had occurred on January 1, 2014) are as follows: 2015 2014 Revenue $ 71,684 $ 40,866 Net income (loss) 6,016 (3,440 ) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | (5) Fair Value of Financial Instruments The Company follows FASB accounting guidance on fair value measurements for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements to maximize the use of “observable inputs.” The three-level hierarchy of inputs to measure fair value are as follows: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities • Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity) The Company has classified assets and liabilities measured at fair value on a recurring basis as follows: Fair value measurements at reporting Quoted prices Significant Significant At December 31, 2014: Assets: Money market mutual funds $ 10,922 $ — $ — Government and agency bonds 8,663 — — Cash equivalents $ 19,585 $ — $ — At December 31, 2015: Assets: Money market mutual funds $ 5,081 $ — $ — Government and agency bonds 10,250 — — Cash equivalents $ 15,331 $ — $ — Liabilities: Warrants — — $ 3,770 Contingent consideration — — 59,846 $ — $ — $ 63,616 The reconciliation of the contingent consideration and warrants measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: Warrants Contingent Consideration Balance at December 31, 2014 $ — $ — Additions 5,330 54,600 Remeasurement (1,560 ) 5,246 Balance at December 31, 2015 $ 3,770 $ 59,846 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | (6) Inventory Inventory consists of the following: December 31, Raw materials $ 2,933 Work in process 4,340 Finished goods 1,709 $ 8,982 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (7) Property, Plant and Equipment Property, plant and equipment consists of the following: December 31, Land $ 3,263 Building and improvements 16,367 Furniture, office and computer equipment 2,888 Vehicles 30 Manufacturing equipment 19,504 42,052 Less: accumulated depreciation and amortization 4,130 Property, plant and equipment, net $ 37,922 Depreciation expense for the year ended December 31, 2015 was $ 4,120. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | (8) Intangible Assets The following represents the balance of the intangible assets at December 31, 2015: Cost Accumulated Net Intangible Assets Royalties and contract manufacturing relationships: $ 15,500 $ 1,884 $ 13,616 In-process research and development 26,400 — 26,400 Total $ 41,900 $ 1,884 $ 40,016 Amortization expense for the year ended December 31, 2015 was $1,884. The amortization expense for the next five years will be $2,583 per year. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | (9) Accrued Expenses Accrued expenses consist of the following: December 31, 2015 2014 Clinical trial and related costs $ 1,364 $ 112 Professional and consulting fees 863 394 Payroll and related costs 697 25 Income tax payable 86 — Other 408 45 $ 3,418 $ 576 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | (10) Convertible Notes Payable Upon the closing of the Company’s initial public offering, or IPO, on March 12, 2014, $9,576 of 8% Convertible Promissory Notes, or Bridge Notes, outstanding plus $2,699 of accrued interest were converted into 2,045,738 shares of common stock. After the IPO, there are no Bridge Notes outstanding. The Bridge Notes, including accrued interest, were converted upon consummation of the IPO at seventy-five percent (75%) of the initial offering price per share. The Company determined that the Bridge Notes contained a contingent beneficial conversion feature, or contingent BCF. The contingent BCF existed at the date of issuance of the Bridge Notes, which allowed the holders to purchase equity at a 25% discount to the offering price. In accordance with the accounting guidance on convertible instruments, the contingent BCF of $4,081 was recognized as additional interest expense when the Bridge Notes, including accrued interest, were converted into shares of common stock. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | (11) Long-Term Debt The Company financed the Gainesville Transaction with cash on hand and a $50,000 five-year senior secured term loan, pursuant to a credit agreement, entered into on April 10, 2015, with OrbiMed Royalty Opportunities II, LP, or OrbiMed, which carries interest at LIBOR plus 14.0% with a 1.0% floor. The Company’s obligations under the senior term loan are secured by substantially all of the Company’s assets. The credit agreement contains certain usual and customary affirmative and negative covenants, as well as financial covenants that the Company will need to satisfy on a monthly and quarterly basis. As of December 31, 2015, the Company was in compliance with the covenants. The Company issued to OrbiMed a warrant to purchase 294,928 shares of common stock, with an exercise price of $3.28 per share. The warrant is exercisable through April 10, 2022. The initial fair value of the warrant of $2,861 was recorded as debt issuance costs. Debt issuance costs related to the term loan of $4,579, including the initial warrant fair value of $2,861, are being amortized to interest expense over the five year term of the loan and netted with the loan principal amount. The unamortized balance of debt issuance costs is $3,911 as of December 31, 2015. As of December 31, 2015, the long-term debt balance is comprised of the following: Principal balance outstanding $ 33,671 Unamortized deferred issuance costs (3,911 ) $ 29,760 Current portion (4,516 ) $ 25,244 The credit agreement contains a provision that allows OrbiMed, at its option, the right to require the Company to prepay the principal balance outstanding under the loan based on quarterly Excess Cash Flows, of Gainesville, as defined in the credit agreement. The Company has estimated the amount of the Excess Cash Flow payments that could be payable within one year of December 31, 2015 upon request of OrbiMed and has classified that amount as a current debt in the accompanying consolidated balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (12) Commitments and Contingencies (a) License and Supply Agreements In August 2008, the Company entered into a License Agreement with Orion Corporation (Orion) for Non-Injectable Dexmedetomidine. Under the Dexmedetomidine License Agreement, the Company was granted an exclusive license under the Orion Know-How and Cygnus/Farmos Patent to commercialize products in the territory, as defined in such agreement, and to use, research, develop, and manufacture products worldwide solely for purposes of commercialization. The Company also entered into a supply agreement with Orion in which Orion will supply the Company with Dexmedetomidine at no cost during the product development period and upon FDA approval, Orion will supply commercial quantities of bulk active pharmaceutical ingredient Dexmedetomidine, for commercialization. The Company will pay up to €20,500 ($22.4 million as of December 31, 2015) in contingent milestones upon the achievement of certain regulatory and commercialization events. There are also royalty payments to be paid at varying percentages of net sales, which generally range from 10% to 20% depending on annual sales levels. No amounts were due or payable during 2015 or 2014. In July 2010, the Company entered into a License Agreement with Orion for Fadolmidine. Under the Fadolmidine License Agreement, the Company was granted an exclusive license under the Orion Know-How and Orion Patent Rights to commercialize products in the territory, as defined in such agreement, and to use, research, develop, and manufacture products worldwide solely for purposes of commercialization. The Company will pay up to an additional €12,200 ($13.3 million as of December 31, 2015) in contingent milestones upon the achievement of certain regulatory and commercialization events. There are also royalty payments to be paid at varying percentages, which range from 10% to 15% of net sales. No amounts were due or payable during 2015 or 2014. As of December 31, 2015, the Company had $3,950 of non-cancellable commitments at the Gainesville facility for capital expenditures and material and services. (b) Litigation The Company is involved, from time to time, in various claims and legal proceedings arising in the ordinary course of its business. The Company is not currently a party to any such claims or proceedings that, if decided adversely to it, would either individually or in the aggregate have a material adverse effect on its business, financial condition or results of operations. As part of the Gainesville Transaction, we acquired the rights to Zohydro ER ® Zohydro ER ® ® ® ® ® Under our license agreement with Pernix, we have the right to control the enforcement of patents and related proceedings involving Zohydro ER ® ® |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Capital Structure | (13) Capital Structure (a) Common Stock The Company is authorized to issue 50,000,000 shares of common stock, with a par value of $0.01 per share. On March 12, 2014 the Company completed an IPO in which the Company sold 4,312,500 shares of common stock at $8.00 per share resulting in gross proceeds of $34,500. In connection with the IPO, the Company paid $4,244 in underwriting discounts, commissions and offering costs resulting in net proceeds of $30,256. Also in connection with the IPO, all of the outstanding shares of the Company’s Series A Redeemable Convertible Preferred Stock, or Series A Stock, including accreted dividends, and Bridge Notes, including accrued interest, were converted into common stock. On July 7, 2015, the Company closed a private placement with certain accredited investors in which the Company sold 1,379,311 shares of common stock at a price of $11.60 per share, for net proceeds of $14,812. The Company paid the placement agents a fee equal to 6.0% of the aggregate gross proceeds from the private placement, plus reimbursement of certain expenses. (b) Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, with a par value of $0.01 per share. As of December 31, 2015, no preferred stock was issued or outstanding. (c) Series A Redeemable Convertible Preferred Stock The Company previously had outstanding 2,000,000 shares of Series A Stock. Each share of Series A Stock was automatically converted into 0.4 shares of common stock upon closing of the Company’s IPO. The holders of Series A Stock were entitled to receive cumulative dividends of 8%, compounded annually. Upon conversion of the Series A Stock into common stock, cumulative undeclared dividends were convertible into a number of shares of common stock equal to the total amount of cumulative dividends divided by $2.00 (the Series A Stock issuance price) multiplied by 0.4 (the Series A Stock conversion ratio). Based on the IPO price of $8.00 per share of common stock, the Company recorded a non-cash deemed dividend of $1,181 upon closing of the IPO which represents the fair value of the common stock issued for such dividends in excess of the amounts previously recognized as accretion on the Series A Stock. (d) Warrants As of December 31, 2015, the Company had the following warrants outstanding to purchase shares of the Company’s common stock: Number of Shares Exercise Price per Share Expiration Date 140,000 $ 12.00 March 2018 350,000 $ 19.46 April 2022 294,928 $ 3.28 April 2022 The warrant to purchase 350,000 shares is liability classified since it contains a contingent net cash settlement feature. The warrant to purchase 294,928 shares is liability classified since it contains an anti-dilution provision. The fair value of both warrants will be remeasured through settlement or expiration with changes in fair value recognized as a period charge within the statement of operations. (e) Common Stock Purchase Agreement On February 2, 2015, the Company entered into a Common Stock Purchase Agreement, or the Purchase Agreement, with Aspire Capital Fund, LLC, or Aspire Capital, pursuant to which Aspire Capital is committed to purchase, at the Company’s election, up to an aggregate of $10,000 of shares of the Company’s common stock over the 24-month term of the Purchase Agreement. On the execution of the Purchase Agreement, the Company issued 96,463 shares of common stock to Aspire Capital with a fair value of $285, as consideration for entering in the Purchase Agreement. In addition, the Company incurred $253 of costs in connection with the Aspire Capital facility, which, along with the fair value of the common stock has been recorded as deferred equity costs. During the first quarter of 2016, the Company sold 93,940 shares of common stock under the Purchase Agreement for $560. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | (14) Stock-Based Compensation The Company established the 2008 Stock Option Plan, or the 2008 Plan, which allows for the granting of common stock awards, stock appreciation rights, and incentive and nonqualified stock options to purchase shares of the Company’s common stock to designated employees, nonemployee directors, and consultants and advisors. As of December 31, 2015, no stock appreciation rights have been issued. Subsequent to adoption, the 2008 Plan was amended to increase the authorized number of shares available for grant to 444,000 shares of common stock. In October 2013, the Company established the 2013 Equity Incentive Plan, or the 2013 Plan, which allows for the grant of stock options, stock appreciation rights and stock awards for a total of 600,000 shares of common stock. In June 2015, the Company’s shareholders approved the Amended and Restated Equity Incentive Plan which increased the aggregate amount of shares available for issuance to 2,000,000. In December 2015, per the “Evergreen” provision of the plan, shares were increased by 461,215 which represents 5% of outstanding common stock. The total number of options in the 2013 plan as of December 31, 2015 is 2,461,215. Stock options are exercisable generally for a period of 10 years from the date of grant and generally vest over four years. As of December 31, 2015, 963,647 shares and 174 shares are available for future grants under the 2013 Plan and 2008 Plan, respectively. The weighted average grant-date fair value of the options awarded to employees during the years ended December 31, 2015 and 2014 was $8.10 and $3.55, respectively. The fair value of the options was estimated on the date of grant using a Black-Scholes option pricing model with the following assumptions: 2015 2014 Range of expected option life 6-7 years 6 years Expected volatility 77.39% 80.30% Risk-free interest rate 2.06-2.51% 2.14-2.73% Expected dividend yield — — The following table summarizes stock option activity during the year ended December 31, 2015: Number of Weighted Weighted Balance, December 31, 2013 334,800 $ 6.00 Granted 698,500 5.66 Balance, December 31, 2014 1,033,300 5.77 Granted 1,079,550 8.26 Exercised (38,000 ) 6.00 Expired/forfeited/cancelled (32,656 ) 11.20 Balance, December 31, 2015 2,042,194 $ 7.00 7.8 years Vested 862,754 $ 5.55 5.7 years Vested and expected to vest 2,017,769 $ 6.82 7.8 years In December 2015, the Company granted 105,300 performance-based stock options and 32,200 performance-based restricted stock units, or RSUs, which are based on attaining clinical and operational goals during 2016. The RSUs are excluded from the table above. Included in the table above are 133,000 of options granted outside the plan. The grants were made pursuant to the NASDAQ inducement grant exception in accordance with NASDAQ Listing Rule 5635(c)(4). Stock-based compensation expense for the years ended December 31, 2015 and 2014 was $3,064 and $531, respectively. As of December 31, 2015, there was $8,279 of unrecognized compensation expense related to unvested options and RSUs that are expected to vest and will be expensed over a weighted average period of 3.4 years. The aggregate intrinsic value represents the total amount by which the fair value of the common stock subject to options exceeds the exercise price of the related options. As of December 31, 2015, the aggregate intrinsic value of the vested and unvested options was $3,084 and $2,032, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (15) Income Taxes The components of loss before income taxes are as follows: Year ended 2015 2014 Domestic $ (10,002 ) $ (16,134 ) Foreign (2,516 ) — Loss before income taxes $ (12,518 ) $ (16,134 ) The components of income tax provision (benefit) are as follows: Year ended December 31, 2015 2014 Current: Federal $ 83 $ — State and local 3 — Foreign — — 86 — Deferred: Federal $ (13,418 ) — State and local (2,219 ) — Foreign — — (15,637 ) — $ (15,551 ) $ — A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate is as follows: Year ended 2015 2014 U.S. federal statutory income tax rate 34.0 % 34.0 % Foreign tax rate differential (4.3 )% — % State taxes, net of federal benefit 2.6 % 6.6 % Nondeductible expenses 4.2 % (10.8 )% Research and development credits 1.7 % 2.3 % Change in valuation allowance 86.1 % (32.1 )% Effective income tax rate 124.3 % — % The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: December 31, 2015 2014 Net operating loss carryforwards $ 5,754 $ 6,800 Research and development credits 1,343 729 Capitalized start-up costs 2,590 2,626 Intangibles 597 658 Contingent consideration 1,932 — Stock-based compensation 1,256 265 Other temporary differences 2,480 9 Gross deferred tax asset 15,952 11,087 Valuation allowance (315 ) (11,087 ) Net deferred tax asset $ 15,637 $ — In assessing the realizability of the net deferred tax asset, the Company considers all relevant positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. During 2015, in connection with an international corporate restructuring, it was determined that the Company would more likely than not realize its deferred tax assets associated with its US operations. Accordingly, the Company recorded a benefit associated with the release of its prior year valuation allowance in the amount of $11,087. The Company believes that it is more likely than not that the Company’s deferred income tax asset associated with its foreign net operating losses will not be realized. As such, there is a full valuation allowance against the net deferred tax assets associated with foreign operations as of December 31, 2015. The following table summarizes carryforwards of Federal net operating losses and tax credits as of December 31, 2015: Amount Expiration Federal net operating losses $ 13,011 2030 – 2035 State net operating losses $ 15,402 2030 – 2035 Foreign net operating losses $ 2,516 No expiration Research and development credits $ 1,261 2028 – 2034 Under the Tax Reform Act of 1986 (the Act), the utilization of a corporation’s net operating loss and research and development tax credit carryforwards is limited following a greater than 50% change in ownership during a three-year period. Any unused annual limitation may be carried forward to future years for the balance of the carryforward period. The Company is currently undergoing an analysis to determine whether or not ownership changes, as defined by the Act, have occurred since inception. The Company preliminarily determined that it experienced ownership changes, as defined by the Act, during the 2008 and 2014 tax years as a result of past financings; accordingly, the Company’s ability to utilize the aforementioned carryforwards will be limited. Although the carryforwards will be limited, the Company has determined that none of the net operating losses will expire prior to being utilized as a result of the changes. In addition, state net operating loss carryforwards may be further limited, including Pennsylvania, which has a limitation equal to the greater of 30.0% of taxable income after modifications and apportionment or $5,000,000 on state net operating losses utilized in any one year. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2015, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations. Due to net operating loss and tax credit carry forwards that remain unutilized, income tax returns for tax years from inception through 2014 remain subject to examination by the taxing jurisdictions. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (16) Related Party Transactions In July 2008, the Company entered into an agreement with Malvern Consulting Group, Inc., or MCG, a consulting company affiliated with the Company’s President and Chief Executive Officer. A new agreement was signed in October 2013, under which MCG continues to provide consulting services to the Company, principally in the fields of administration, manufacturing and regulatory affairs. MCG consulting fees for services are based on a flat fee and time worked at hourly rates for consultants. The Company recorded MCG consulting fees for research and development and general and administrative expenses of $465 and $320 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, $39 and $31 are recorded in accounts payable and accrued expenses, respectively, as amounts due to MCG. In addition to fees for services, employees of MCG, certain of whom are related to the Company’s President and Chief Executive Officer, received options to purchase 246,800 shares of common stock during 2009. The Company also paid $114 in rental fees to MCG for a month to month lease for facilities space for the year ended December 31, 2015 and $101 for facilities space for the year ended December 31, 2014. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | (17) Subsequent Events On February 17, 2016, pursuant to the terms of the Company credit agreement with OrbiMed Royalty Opportunities II, LP, the Company paid approximately $2.6 million, which represents 50% of the free cash flow generated during the fourth quarter of 2015 by the Company’s subsidiary, Recro Gainesville, LLC, against the outstanding principal on its senior secured term loan. As of February 22, 2016, the Company has paid, in the aggregate, approximately $19.0 million, or 38% of the original $50.0 million of senior secured term loan, from free cash flow generated during the 2015 fiscal year by Recro Gainesville, LLC. On February 25, 2016 and March 7, 2016, pursuant to the terms of the Company’s Purchase Agreement with Aspire Capital, Aspire Capital purchased 93,940 shares of the Company’s common stock for $560 of proceeds. |
Summary of Significant Accoun25
Summary of Significant Accounting Principles (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | (a) Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Use of Estimates | (b) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. |
Cash and Cash Equivalents | (c) Cash and Cash Equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash equivalents as of December 31, 2015 and 2014 consisted of money market mutual funds and government and agency bonds. |
Fair Value of Financial Instruments | (d) Fair Value of Financial Instruments Management believes that the carrying amounts of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable, and accrued expenses, approximate fair value due to the short-term nature of those instruments. Management believes the carrying value of debt approximates fair value as the interest rates are reflective of the rate the Company could obtain on debt with similar terms and conditions. |
Inventory | (e) Inventory Inventory is stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. Included in inventory are raw materials used in production of commercial products. Also included in inventory are raw materials used in the production of clinical products, which will be charged to research and development expense when consumed. |
Property and Equipment | (f) Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are as follows: four to ten years for furniture, office and computer equipment; six to ten years for manufacturing equipment; two to five years for vehicles; 35 to 40 years for buildings; and the shorter of the lease term or useful life for leasehold improvements. Repairs and maintenance cost are expensed as incurred. |
Goodwill and Intangible Assets | (g) Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of net assets acquired by the Company. Goodwill is not amortized, but assessed for impairment on an annual basis or more frequently if impairment indicators exist. The impairment model prescribes a two-step method for determining impairment. The first step compares a reporting unit’s fair value to its carrying amount to identify potential goodwill impairment. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the second step of the impairment test must be completed to measure the amount of the reporting unit’s goodwill impairment loss, if any. Step two requires an assignment of the reporting unit’s fair value to the reporting unit’s assets and liabilities to determine the implied fair value of the reporting unit’s goodwill. The implied fair value of the reporting unit’s goodwill is then compared with the carrying amount of the reporting unit’s goodwill to determine the goodwill impairment loss to be recognized, if any. The Company performs its annual goodwill impairment test as of November 30th. As a result of the impairment test, the Company determined that there was no impairment to goodwill for the year ended December 31, 2015. Intangible assets include the Company’s royalties and contract manufacturing relationships intangible asset as well as an in-process research and development (IPR&D) asset. The royalties and contract manufacturing relationships intangible asset is considered a definite-lived intangible asset and are amortized on a straight-line basis over a useful lives of six years. Intangible assets related to IPR&D are considered indefinite-lived intangible assets and are assessed for impairment annually or more frequently if impairment indicators exist. If the associated research and development effort is abandoned, the related assets will be written-off and the Company will record a noncash impairment loss on its consolidated statements of operations. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. The impairment test for indefinite-lived intangible assets is a one-step test, which compares the fair value of the intangible asset to its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. Based on accounting standards, it is required that these assets be assessed at least annually for impairment unless a triggering event occurs between annual assessments which would then require an assessment in the period which a triggering event occurred. |
Revenue Recognition | (h) Revenue Recognition The Company generates revenues from manufacturing, packaging and related services for multiple pharmaceutical companies. The agreements that the Company has with its commercial partners provide for manufacturing revenues, royalties and/or profit sharing components. Manufacturing and packaging service revenue is recognized when persuasive evidence of an arrangement exists, shipment has occurred and the title to the product and associated risk of loss has passed to the customer, the sales price is fixed or determinable and collectability is reasonably assured. In addition to manufacturing and packaging revenue, the customer agreements have royalties and/or profit sharing payments, computed on the net product sales of the partner. Royalty and profit sharing revenues are generally recognized under the terms of the license and supply agreement in the period the products are sold and expenses are incurred by our commercial partner and collectability is reasonably assured. Revenues related to research and development are generally recognized as the related services or activities are performed, in accordance with the contract terms. To the extent that the agreements specify services are to be performed on a fixed basis, revenues are recognized consistent with the pattern of the work performed. |
Concentration of Credit Risk | (i) Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company’s policy is to limit the amount of credit exposure to any one financial institution and place its cash and cash equivalents with financial institutions evaluated as being creditworthy. To date, the Company has not experienced any losses on its cash equivalents. Five customers represent 100% of the Company’s trade accounts receivable at December 31, 2015 and these five customers represent approximately 95.4% of the Company’s 2015 revenues. |
Research and Development | (j) Research and Development Research and development costs for the Company’s proprietary products/ product candidates are charged to expense as incurred. Research and development expenses consist primarily of funds paid to third parties for the provision of services for drug development, clinical trials, statistical analysis and report writing, and regulatory compliance costs. At the end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. Upfront and milestone payments made to third parties who perform research and development services on the Company’s behalf are expensed as services are rendered. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. |
Stock-Based Awards | (k) Stock-Based Awards The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock options requires the input of subjective assumptions, including the expected life of the option and expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options was estimated using the “simplified method,” as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post vesting employment termination behavior for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of options grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. Nonemployee stock-based awards are revalued until an award vests and recognizes compensation expense on a straight-line basis over the vesting period of each separated vesting tranche of the award, or the accelerated attribution method. The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. |
Income Taxes | (l) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement 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 expected to apply 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 operations in the period that includes the enactment date. A valuation allowance is recorded to the extent it is more likely than not that some portion or all of the deferred tax assets will not be realized. Unrecognized income tax benefits represent income tax positions taken on income tax returns that have not been recognized in the consolidated financial statements. The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established. Interest and penalties are classified as income tax expense in the Consolidated Statements of Operations. The Company does not anticipate significant changes in the amount of unrecognized income tax benefits over the next year. |
Net Income (Loss) Per Common Share | (m) Net Income (Loss) Per Common Share Basic net income (loss) per common share is determined by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding during the period. For 2014, the outstanding stock options and warrants have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of December 31, 2015 and 2014, as they would be anti-dilutive: December 31, 2015 2014 Options and restricted stock units outstanding 1,153,950 1,033,300 Warrants 490,000 150,000 The following table sets forth the computation of basic earnings per share and diluted earnings per share: 2015 2014 Basic Earnings Per Share Net income (loss) $ 3,033 $ (17,404 ) Common stock outstanding (weighted average) 8,491,025 6,238,581 Basic net income (loss) per share $ 0.36 $ (2.79 ) Diluted Earnings Per Share Net income (loss) $ 3,033 $ (17,404 ) Add change in warrant valuation (1,174 ) — Diluted net income (loss) $ 1,859 $ (17,404 ) Common stock outstanding (weighted average) 8,491,025 6,238,581 Add shares from outstanding warrants and stock options 258,209 — Common stock equivalents 8,749,234 6,238,581 Diluted net income (loss) per share $ 0.21 $ (2.79 ) |
Recent Accounting Pronouncements | (n) Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board, or FASB, issued updated guidance on the presentation requirements for deferred income tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. The update is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The Company adopted this guidance during the year ended December 31, 2015. In September 2015, the FASB issued updated guidance regarding the accounting for and disclosure of measurement-period adjustments that occur in periods after a business combination is consummated. This update requires that the acquirer recognize measurement-period adjustments in the reporting period in which they are determined. Prior period information should not be revised. This update also requires an entity to present separately on the face of the income statement or disclose in the notes the amount recorded in the current-period income statement that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition date. The effective date for annual and interim periods begins after December 15, 2016. The Company is currently evaluating the effect that this guidance may have on its consolidated financial statements. In July 2015, the FASB issued updated guidance which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. The amendments in this guidance do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out or average cost. Within the scope of this new guidance, an entity should measure inventory at the lower of cost and net realizable value; where, net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The new guidance must be applied on a prospective basis. The Company is evaluating the effect that the new guidance will have on its consolidated financial statements and related disclosures. In April 2015, the FASB issued updated guidance on the presentation requirements for debt issuance costs and debt discount and premium. The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the updated guidance. The updated guidance is effective for annual and interim periods beginning after December 15, 2015 and early adoption is permitted for financial statements that have not been previously issued. The Company adopted this guidance during the year ended December 31, 2015. In May 2014, the FASB issued updated guidance regarding the accounting for and disclosures of revenue recognition, with an effective date for annual and interim periods beginning after December 15, 2016. The update provides a single comprehensive model for accounting for revenue from contracts with customers. The model requires that revenue recognized reflect the actual consideration to which the entity expects to be entitled in exchange for the goods or services defined in the contract, including in situations with multiple performance obligations. In July 2015, the FASB deferred the effective date by one year. The guidance will be effective for annual and interim periods beginning after December 15, 2017. The Company is currently evaluating the effect that this guidance may have on its consolidated financial statements. |
Summary of Significant Accoun26
Summary of Significant Accounting Principles (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Anti-Dilutive Securities | The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of December 31, 2015 and 2014, as they would be anti-dilutive: December 31, 2015 2014 Options and restricted stock units outstanding 1,153,950 1,033,300 Warrants 490,000 150,000 |
Computation of Basic Earnings Per Share and Diluted Earnings Per Share | The following table sets forth the computation of basic earnings per share and diluted earnings per share: 2015 2014 Basic Earnings Per Share Net income (loss) $ 3,033 $ (17,404 ) Common stock outstanding (weighted average) 8,491,025 6,238,581 Basic net income (loss) per share $ 0.36 $ (2.79 ) Diluted Earnings Per Share Net income (loss) $ 3,033 $ (17,404 ) Add change in warrant valuation (1,174 ) — Diluted net income (loss) $ 1,859 $ (17,404 ) Common stock outstanding (weighted average) 8,491,025 6,238,581 Add shares from outstanding warrants and stock options 258,209 — Common stock equivalents 8,749,234 6,238,581 Diluted net income (loss) per share $ 0.21 $ (2.79 ) |
Acquisition of Gainesville an27
Acquisition of Gainesville and Meloxicam (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Unaudited Pro Forma Results of Operations | The unaudited pro forma combined results of operations for the years ended December 31, 2015 and 2014 (assuming the closing of the Gainesville Transaction had occurred on January 1, 2014) are as follows: 2015 2014 Revenue $ 71,684 $ 40,866 Net income (loss) 6,016 (3,440 ) |
Gainesville [Member] | |
Schedule of Preliminary Estimate of Purchase Price | The following is a preliminary estimate of the purchase price for the Gainesville Transaction: Purchase price agreement $ 50,000 Fair value of warrants 2,470 Fair value of contingent consideration 54,600 Working capital adjustment 4,010 $ 111,080 |
Schedule of Preliminary Estimate of Assets Acquired and Liabilities Assumed and Reconciled to Estimated Purchase Price | The following is a preliminary estimate of the assets acquired and the liabilities assumed in connection with the Gainesville Transaction, reconciled to the estimated purchase price: Amount Accounts receivable $ 12,519 Inventory 10,253 Prepaid expenses 380 Property, plant and equipment 39,424 Intangible assets 41,900 Goodwill 6,446 Total assets acquired 110,922 Accounts payable and accrued expenses 1,162 Warrants 2,470 Contingent consideration 54,600 Total liabilities assumed 58,232 Cash paid, net of $1,320 of cash acquired $ 52,690 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Fair Value of Property, Plant and Equipment and Their Weighted-Average Useful Lives | Property, plant and equipment consists of the following: December 31, Land $ 3,263 Building and improvements 16,367 Furniture, office and computer equipment 2,888 Vehicles 30 Manufacturing equipment 19,504 42,052 Less: accumulated depreciation and amortization 4,130 Property, plant and equipment, net $ 37,922 |
Gainesville [Member] | |
Schedule of Fair Value of Property, Plant and Equipment and Their Weighted-Average Useful Lives | The fair value of the property, plant and equipment and their weighted-average useful lives are as follows: Estimated Estimated Buildings and improvements $ 16,371 35 years Land 3,263 N/A Furniture, office & computer equipment 2,510 4-5 years Vehicles 30 2 years Manufacturing equipment 17,250 6-7 years $ 39,424 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Fair Value of Identifiable Intangible Assets and Their Weighted-Average Useful Lives | The following represents the balance of the intangible assets at December 31, 2015: Cost Accumulated Net Intangible Assets Royalties and contract manufacturing relationships: $ 15,500 $ 1,884 $ 13,616 In-process research and development 26,400 — 26,400 Total $ 41,900 $ 1,884 $ 40,016 |
Gainesville [Member] | |
Schedule of Fair Value of Identifiable Intangible Assets and Their Weighted-Average Useful Lives | The fair value of the identifiable intangible assets and their weighted-average useful lives are as follows: Estimated Weighted Royalties and contract manufacturing relationships 15,500 6 In-process research and development 26,400 N/A Total intangible assets 41,900 |
Fair Value of Financial Instr30
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Classification of Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company has classified assets and liabilities measured at fair value on a recurring basis as follows: Fair value measurements at reporting Quoted prices Significant Significant At December 31, 2014: Assets: Money market mutual funds $ 10,922 $ — $ — Government and agency bonds 8,663 — — Cash equivalents $ 19,585 $ — $ — At December 31, 2015: Assets: Money market mutual funds $ 5,081 $ — $ — Government and agency bonds 10,250 — — Cash equivalents $ 15,331 $ — $ — Liabilities: Warrants — — $ 3,770 Contingent consideration — — 59,846 $ — $ — $ 63,616 |
Reconciliation of Contingent Consideration and Warrants Measured at Fair Value on Recurring Basis Using Unobservable Inputs | The reconciliation of the contingent consideration and warrants measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: Warrants Contingent Consideration Balance at December 31, 2014 $ — $ — Additions 5,330 54,600 Remeasurement (1,560 ) 5,246 Balance at December 31, 2015 $ 3,770 $ 59,846 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | Inventory consists of the following: December 31, Raw materials $ 2,933 Work in process 4,340 Finished goods 1,709 $ 8,982 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consist of the following: December 31, 2015 2014 Clinical trial and related costs $ 1,364 $ 112 Professional and consulting fees 863 394 Payroll and related costs 697 25 Income tax payable 86 — Other 408 45 $ 3,418 $ 576 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Balance | As of December 31, 2015, the long-term debt balance is comprised of the following: Principal balance outstanding $ 33,671 Unamortized deferred issuance costs (3,911 ) $ 29,760 Current portion (4,516 ) $ 25,244 |
Capital Structure (Tables)
Capital Structure (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding to Purchase Shares of Common Stock | As of December 31, 2015, the Company had the following warrants outstanding to purchase shares of the Company’s common stock: Number of Shares Exercise Price per Share Expiration Date 140,000 $ 12.00 March 2018 350,000 $ 19.46 April 2022 294,928 $ 3.28 April 2022 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Fair Value of Options Estimated on Date of Grant Using Black-Scholes Option Pricing Model | The fair value of the options was estimated on the date of grant using a Black-Scholes option pricing model with the following assumptions: 2015 2014 Range of expected option life 6-7 years 6 years Expected volatility 77.39% 80.30% Risk-free interest rate 2.06-2.51% 2.14-2.73% Expected dividend yield — — |
Summary of Stock Option Activity | The following table summarizes stock option activity during the year ended December 31, 2015: Number of Weighted Weighted Balance, December 31, 2013 334,800 $ 6.00 Granted 698,500 5.66 Balance, December 31, 2014 1,033,300 5.77 Granted 1,079,550 8.26 Exercised (38,000 ) 6.00 Expired/forfeited/cancelled (32,656 ) 11.20 Balance, December 31, 2015 2,042,194 $ 7.00 7.8 years Vested 862,754 $ 5.55 5.7 years Vested and expected to vest 2,017,769 $ 6.82 7.8 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Taxes | The components of loss before income taxes are as follows: Year ended 2015 2014 Domestic $ (10,002 ) $ (16,134 ) Foreign (2,516 ) — Loss before income taxes $ (12,518 ) $ (16,134 ) |
Components of Income Tax Provision (Benefit) | The components of income tax provision (benefit) are as follows: Year ended December 31, 2015 2014 Current: Federal $ 83 $ — State and local 3 — Foreign — — 86 — Deferred: Federal $ (13,418 ) — State and local (2,219 ) — Foreign — — (15,637 ) — $ (15,551 ) $ — |
Reconciliation of Statutory U.S. Federal Income Tax Rate to Effective Tax Rate | A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate is as follows: Year ended 2015 2014 U.S. federal statutory income tax rate 34.0 % 34.0 % Foreign tax rate differential (4.3 )% — % State taxes, net of federal benefit 2.6 % 6.6 % Nondeductible expenses 4.2 % (10.8 )% Research and development credits 1.7 % 2.3 % Change in valuation allowance 86.1 % (32.1 )% Effective income tax rate 124.3 % — % |
Schedule of Tax Effects of Temporary Differences to Significant Portions of Deferred Tax Assets | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: December 31, 2015 2014 Net operating loss carryforwards $ 5,754 $ 6,800 Research and development credits 1,343 729 Capitalized start-up costs 2,590 2,626 Intangibles 597 658 Contingent consideration 1,932 — Stock-based compensation 1,256 265 Other temporary differences 2,480 9 Gross deferred tax asset 15,952 11,087 Valuation allowance (315 ) (11,087 ) Net deferred tax asset $ 15,637 $ — |
Summary of Federal Net Operating Losses and Tax Credits Carryforwards | The following table summarizes carryforwards of Federal net operating losses and tax credits as of December 31, 2015: Amount Expiration Federal net operating losses $ 13,011 2030 – 2035 State net operating losses $ 15,402 2030 – 2035 Foreign net operating losses $ 2,516 No expiration Research and development credits $ 1,261 2028 – 2034 |
Background - Additional Informa
Background - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity incorporation date | Nov. 15, 2007 |
Development-Stage Risks and L38
Development-Stage Risks and Liquidity - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Business Developments Risks And Uncertainties Liquidity [Abstract] | ||
Accumulated deficit | $ 31,063 | $ 34,096 |
Summary of Significant Accoun39
Summary of Significant Accounting Principles - Additional Information (Detail) | Dec. 31, 2015Customer | Dec. 31, 2015USD ($)Customer |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Goodwill impairment | $ | $ 0 | |
Royalties and Contract Manufacturing [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Definite-lived intangible asset, useful lives | 6 years | |
Trade Accounts Receivable [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Number of customers | 5 | |
Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Concentration risk percentage | 100.00% | |
Sales Revenue, Net [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Number of customers | 5 | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Concentration risk percentage | 95.40% | |
Furniture, Office & Computer Equipment [Member] | Minimum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Property, plant and equipment estimated useful lives | 4 years | |
Furniture, Office & Computer Equipment [Member] | Maximum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Property, plant and equipment estimated useful lives | 10 years | |
Manufacturing Equipment [Member] | Minimum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Property, plant and equipment estimated useful lives | 6 years | |
Manufacturing Equipment [Member] | Maximum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Property, plant and equipment estimated useful lives | 10 years | |
Vehicles [Member] | Minimum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Property, plant and equipment estimated useful lives | 2 years | |
Vehicles [Member] | Maximum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Property, plant and equipment estimated useful lives | 5 years | |
Buildings [Member] | Minimum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Property, plant and equipment estimated useful lives | 35 years | |
Buildings [Member] | Maximum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Property, plant and equipment estimated useful lives | 40 years | |
Leasehold Improvements [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Property, plant and equipment useful life | The shorter of the lease term or useful life |
Summary of Significant Accoun40
Summary of Significant Accounting Principles - Schedule of Anti-Dilutive Securities (Detail) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Options and Restricted Stock Units Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding | 1,153,950 | 1,033,300 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding | 490,000 | 150,000 |
Summary of Significant Accoun41
Summary of Significant Accounting Principles - Computation of Basic Earnings Per Share and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Basic Earnings Per Share | ||
Net income (loss) | $ 3,033 | $ (17,404) |
Common stock outstanding (weighted average) | 8,491,025 | 6,238,581 |
Basic net income (loss) per share | $ 0.36 | $ (2.79) |
Diluted Earnings Per Share | ||
Net income (loss) | $ 3,033 | $ (17,404) |
Add change in warrant valuation | (1,174) | |
Diluted net income (loss) | $ 1,859 | $ (17,404) |
Common stock outstanding (weighted average) | 8,491,025 | 6,238,581 |
Add shares from outstanding warrants and stock options | 258,209 | |
Common stock equivalents | 8,749,234 | 6,238,581 |
Diluted net income (loss) per share | $ 0.21 | $ (2.79) |
Acquisition of Gainesville an42
Acquisition of Gainesville and Meloxicam - Additional Information (Detail) - Gainesville [Member] $ / shares in Units, $ in Thousands | Apr. 10, 2015USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Business acquisition upfront payment | $ 50,000 |
Working capital adjustment | 4,010 |
Business acquisition contingent consideration possible milestone payments | $ 120,000 |
Seven Year Warrant [Member] | |
Business Acquisition [Line Items] | |
Purchase common stock with warrant issue | shares | 350,000 |
Warrant, exercise price per share | $ / shares | $ 19.46 |
Acquisition of Gainesville an43
Acquisition of Gainesville and Meloxicam - Schedule of Preliminary Estimate of Purchase Price (Detail) - Gainesville [Member] $ in Thousands | Apr. 10, 2015USD ($) |
Business Acquisition [Line Items] | |
Purchase price agreement | $ 50,000 |
Fair value of warrants | 2,470 |
Fair value of contingent consideration | 54,600 |
Working capital adjustment | 4,010 |
Estimated Fair Value | $ 111,080 |
Acquisition of Gainesville an44
Acquisition of Gainesville and Meloxicam - Schedule of Preliminary Estimate of Assets Acquired and Liabilities Assumed and Reconciled to Estimated Purchase Price (Detail) - USD ($) $ in Thousands | Apr. 10, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
Goodwill | $ 6,446 | |
Cash paid, net of $1,320 of cash acquired | $ 52,690 | |
Gainesville [Member] | ||
Business Acquisition [Line Items] | ||
Accounts receivable | $ 12,519 | |
Inventory | 10,253 | |
Prepaid expenses | 380 | |
Property, plant and equipment | 39,424 | |
Intangible assets | 41,900 | |
Goodwill | 6,446 | |
Total assets acquired | 110,922 | |
Accounts payable and accrued expenses | 1,162 | |
Warrants | 2,470 | |
Contingent consideration | 54,600 | |
Total liabilities assumed | 58,232 | |
Cash paid, net of $1,320 of cash acquired | $ 52,690 |
Acquisition of Gainesville an45
Acquisition of Gainesville and Meloxicam - Schedule of Preliminary Estimate of Assets Acquired and Liabilities Assumed and Reconciled to Estimated Purchase Price (Parenthetical) (Detail) $ in Thousands | Apr. 10, 2015USD ($) |
Gainesville [Member] | |
Business Acquisition [Line Items] | |
Cash acquired | $ 1,320 |
Acquisition of Gainesville an46
Acquisition of Gainesville and Meloxicam - Schedule of Fair Value of Property, Plant and Equipment and Their Weighted-Average Useful Lives (Detail) - Gainesville [Member] $ in Thousands | Apr. 10, 2015USD ($) |
Property, Plant and Equipment [Line Items] | |
Estimated Fair Value of Property, Plant and Equipment | $ 39,424 |
Buildings and Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Fair Value of Property, Plant and Equipment | $ 16,371 |
Estimated Useful Life of Property, Plant and Equipment | 35 years |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Fair Value of Property, Plant and Equipment | $ 3,263 |
Furniture, Office & Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Fair Value of Property, Plant and Equipment | 2,510 |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Fair Value of Property, Plant and Equipment | $ 30 |
Estimated Useful Life of Property, Plant and Equipment | 2 years |
Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Fair Value of Property, Plant and Equipment | $ 17,250 |
Minimum [Member] | Furniture, Office & Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Property, Plant and Equipment | 4 years |
Minimum [Member] | Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Property, Plant and Equipment | 6 years |
Maximum [Member] | Furniture, Office & Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Property, Plant and Equipment | 5 years |
Maximum [Member] | Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Property, Plant and Equipment | 7 years |
Acquisition of Gainesville an47
Acquisition of Gainesville and Meloxicam - Schedule of Fair Value of Identifiable Intangible Assets and Their Weighted-Average Useful Lives (Detail) - USD ($) $ in Thousands | Apr. 10, 2015 | Dec. 31, 2015 |
Royalties and Contract Manufacturing [Member] | ||
Schedule Of Finite And Indefinite Lived Assets Acquired And Liabilities Assumed By Major Class [Line Items] | ||
Total intangible assets, Weighted Average Estimated Useful Life | 6 years | |
Gainesville [Member] | ||
Schedule Of Finite And Indefinite Lived Assets Acquired And Liabilities Assumed By Major Class [Line Items] | ||
Total intangible assets | $ 41,900 | |
Gainesville [Member] | In-Process Research and Development [Member] | ||
Schedule Of Finite And Indefinite Lived Assets Acquired And Liabilities Assumed By Major Class [Line Items] | ||
Intangible assets, indefinite | 26,400 | |
Gainesville [Member] | Royalties and Contract Manufacturing [Member] | ||
Schedule Of Finite And Indefinite Lived Assets Acquired And Liabilities Assumed By Major Class [Line Items] | ||
Intangible assets, finite | $ 15,500 | |
Total intangible assets, Weighted Average Estimated Useful Life | 6 years |
Acquisition of Gainesville an48
Acquisition of Gainesville and Meloxicam - Schedule of Unaudited Pro Forma Combined Results of Operations (Detail) - Gainesville [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Revenue | $ 71,684 | $ 40,866 |
Net income (loss) | $ 6,016 | $ (3,440) |
Fair Value of Financial Instr49
Fair Value of Financial Instruments - Classification of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Mutual Funds [Member] | ||
Assets: | ||
Fair value of assets, recurring basis | $ 5,081 | $ 10,922 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Government and Agency Bonds [Member] | ||
Assets: | ||
Fair value of assets, recurring basis | 10,250 | 8,663 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Cash Equivalents [Member] | ||
Assets: | ||
Fair value of assets, recurring basis | 15,331 | $ 19,585 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Fair value of liabilities, recurring basis | 63,616 | |
Significant Unobservable Inputs (Level 3) [Member] | Warrants [Member] | ||
Liabilities: | ||
Fair value of liabilities, recurring basis | 3,770 | |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration [Member] | ||
Liabilities: | ||
Fair value of liabilities, recurring basis | $ 59,846 |
Fair Value of Financial Instr50
Fair Value of Financial Instruments - Reconciliation of Contingent Consideration and Warrants Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Warrants [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Additions | $ 5,330 |
Remeasurement | (1,560) |
Balance at December 31, 2015 | 3,770 |
Contingent Consideration [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Additions | 54,600 |
Remeasurement | 5,246 |
Balance at December 31, 2015 | $ 59,846 |
Inventory - Components of Inven
Inventory - Components of Inventory (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Inventory Disclosure [Abstract] | |
Raw materials | $ 2,933 |
Work in process | 4,340 |
Finished goods | 1,709 |
Inventory | $ 8,982 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, gross | $ 42,052 |
Less: accumulated depreciation and amortization | 4,130 |
Property, plant and equipment, net | 37,922 |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, gross | 3,263 |
Buildings and Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, gross | 16,367 |
Furniture, Office & Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, gross | 2,888 |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, gross | 30 |
Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, gross | $ 19,504 |
Property, Plant and Equipment53
Property, Plant and Equipment - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Property, Plant and Equipment [Abstract] | |
Depreciation expense | $ 4,120 |
Intangible Assets - Summary of
Intangible Assets - Summary of Balance of Intangible Assets (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Cost, Total | $ 41,900 |
Accumulated Amortization | 1,884 |
Net Intangible Assets, Total | 40,016 |
Royalties and Contract Manufacturing [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Cost, Definite-lived | 15,500 |
Accumulated Amortization | 1,884 |
Net Intangible Assets, Definite-lived | 13,616 |
In-Process Research and Development [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Indefinite-lived | $ 26,400 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Amortization expense | $ 1,884 |
Amortization expense for the year 2016 | 2,583 |
Amortization expense for the year 2017 | 2,583 |
Amortization expense for the year 2018 | 2,583 |
Amortization expense for the year 2019 | 2,583 |
Amortization expense for the year 2020 | $ 2,583 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Clinical trial and related costs | $ 1,364 | $ 112 |
Professional and consulting fees | 863 | 394 |
Payroll and related costs | 697 | 25 |
Income tax payable | 86 | |
Other | 408 | 45 |
Total accrued expenses | $ 3,418 | $ 576 |
Convertible Notes Payable - Add
Convertible Notes Payable - Additional Information (Detail) - Convertible Notes Payable [Member] - USD ($) | Mar. 12, 2014 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Notes outstanding | $ 9,576,000 | |
Interest rate of notes | 8.00% | |
Accrued interest | $ 2,699,000 | |
Common stock shares converted from Bridge Notes outstanding and accrued interest | 2,045,738 | |
Amount of Bridge Notes outstanding after IPO | $ 0 | |
Discount rate of notes | 25.00% | |
Contingent beneficial conversion feature of notes | $ 4,081,000 | |
Option to convert notes into preferred stock, per share percentage of initial offering price | 75.00% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Debt Instrument [Line Items] | |
Initial warrant fair value | $ (1,560) |
Unamortized balance of debt issuance costs | $ 3,911 |
OrbiMed [Member] | Seven Year Warrant [Member] | |
Debt Instrument [Line Items] | |
Purchase common stock with warrant issue | shares | 294,928 |
Warrant, exercise price per share | $ / shares | $ 3.28 |
Warrants, exercisable date | Apr. 10, 2022 |
OrbiMed Senior Secured Term Loan [Member] | |
Debt Instrument [Line Items] | |
Debt issuance costs related to term loan | $ 4,579 |
Initial warrant fair value | 2,861 |
Unamortized balance of debt issuance costs | 3,911 |
OrbiMed Senior Secured Term Loan [Member] | Term Loan [Member] | |
Debt Instrument [Line Items] | |
Term loan face amount | $ 50,000 |
Term loan maturity term | 5 years |
Term loan interest rate, Description | Interest at LIBOR plus 14.0% with a 1.0% floor |
Term loan agreement date | Apr. 10, 2015 |
OrbiMed Senior Secured Term Loan [Member] | Term Loan [Member] | LIBOR [Member] | |
Debt Instrument [Line Items] | |
Term loan variable interest rate | 14.00% |
OrbiMed Senior Secured Term Loan [Member] | Term Loan [Member] | Floor [Member] | |
Debt Instrument [Line Items] | |
Term loan variable interest rate | 1.00% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt Balance (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Debt Disclosure [Abstract] | |
Principal balance outstanding | $ 33,671 |
Unamortized deferred issuance costs | (3,911) |
Long-term debt | 29,760 |
Long-term debt: | |
Current portion | (4,516) |
Long-term debt, non current | 25,244 |
Long-term debt | $ 29,760 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2014USD ($) | |
Supply Commitment [Line Items] | |||
Non-cancellable commitments to be paid on capital expenditures, material and services | $ 3,950,000 | ||
Fadolmidine License Agreement [Member] | |||
Supply Commitment [Line Items] | |||
Amount of royalty payments due or payable | 0 | $ 0 | |
Additional contingent milestones payment | $ 13,300,000 | € 12,200,000 | |
Fadolmidine License Agreement [Member] | Minimum [Member] | |||
Supply Commitment [Line Items] | |||
Percentage of royalty payments | 10.00% | 10.00% | |
Fadolmidine License Agreement [Member] | Maximum [Member] | |||
Supply Commitment [Line Items] | |||
Percentage of royalty payments | 15.00% | 15.00% | |
Dexmedetomidine License Agreement [Member] | |||
Supply Commitment [Line Items] | |||
Contingent milestone payments, maximum | $ 22,400,000 | € 20,500,000 | |
Amount of royalty payments due or payable | $ 0 | $ 0 | |
Dexmedetomidine License Agreement [Member] | Minimum [Member] | |||
Supply Commitment [Line Items] | |||
Percentage of royalty payments | 10.00% | 10.00% | |
Dexmedetomidine License Agreement [Member] | Maximum [Member] | |||
Supply Commitment [Line Items] | |||
Percentage of royalty payments | 20.00% | 20.00% |
Capital Structure - Additional
Capital Structure - Additional Information (Detail) | Mar. 31, 2016USD ($)shares | Jul. 07, 2015USD ($)$ / sharesshares | Feb. 02, 2015USD ($)shares | Mar. 12, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares |
Schedule of Capitalization, Equity [Line Items] | ||||||
Common stock, shares authorized to issue | shares | 50,000,000 | 50,000,000 | ||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||
Common stock issuance | $ 30,256,000 | |||||
Aggregate net proceeds from private placement | $ 14,812,000 | |||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||
Preferred stock, shares issued | shares | 0 | 0 | ||||
Preferred stock, shares outstanding | shares | 0 | 0 | ||||
Fair value of common stock issued | $ 1,181,000 | |||||
Stock issued at fair value | $ 285,000 | |||||
Investor [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Aggregate net proceeds from private placement | $ 14,812,000 | |||||
Placement agents fee percentage | 6.00% | |||||
Aspire Capital [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Common stock issuance, shares | shares | 96,463 | |||||
Term of purchase agreement | 24 months | |||||
Stock issued at fair value | $ 285,000 | |||||
Cost incurred in stock issuance | 253,000 | |||||
Aspire Capital [Member] | Scenario, Forecast [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Common stock issuance, shares | shares | 93,940 | |||||
Common stock issuance | $ 560,000 | |||||
Warrants, Exercise Price $19.46, Expiring on April 2022 [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Warrants outstanding to purchase shares, Number of Shares | shares | 350,000 | |||||
Warrants, Exercise Price $19.46, Expiring on April 2022 [Member] | Liability Contingent Net Cash Settlement Feature [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Warrants outstanding to purchase shares, Number of Shares | shares | 350,000 | |||||
Warrants, Exercise Price $3.28, Expiring on April 2022 [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Warrants outstanding to purchase shares, Number of Shares | shares | 294,928 | |||||
Warrants, Exercise Price $3.28, Expiring on April 2022 [Member] | Liability Anti-Dilution Provision [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Warrants outstanding to purchase shares, Number of Shares | shares | 294,928 | |||||
Maximum [Member] | Aspire Capital [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Common stock issuance | $ 10,000,000 | |||||
Initial Public Offering (IPO) [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Common stock issuance, shares | shares | 4,312,500 | |||||
Sale of stock, price per share | $ / shares | $ 8 | |||||
Gross proceeds on sale of common stock in initial public offering | $ 34,500,000 | |||||
Payments on underwriting discounts, commissions and offering costs | 4,244,000 | |||||
Common stock issuance | $ 30,256,000 | |||||
Private Placement [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Common stock issuance | $ 14,812,000 | |||||
Private Placement [Member] | Investor [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Common stock issuance, shares | shares | 1,379,311 | |||||
Common stock issuance price | $ / shares | $ 11.60 | |||||
Series A Redeemable Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Sale of stock, price per share | $ / shares | $ 2 | |||||
Redeemable convertible preferred stock outstanding | shares | 2,000,000 | |||||
Convertible ratio | 0.4 | |||||
Percentage of cumulative dividends | 8.00% | |||||
Fair value of common stock issued | $ (1,181,000) |
Capital Structure - Schedule of
Capital Structure - Schedule of Warrants Outstanding to Purchase Shares of Common Stock (Detail) | Dec. 31, 2015$ / sharesshares |
Warrants, Exercise Price $12.00, Expiring on March 2018 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding to purchase shares, Number of Shares | shares | 140,000 |
Warrants outstanding to purchase shares, Exercise Price per Share | $ / shares | $ 12 |
Warrants outstanding to purchase shares, Expiration Date | 2018-03 |
Warrants, Exercise Price $19.46, Expiring on April 2022 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding to purchase shares, Number of Shares | shares | 350,000 |
Warrants outstanding to purchase shares, Exercise Price per Share | $ / shares | $ 19.46 |
Warrants outstanding to purchase shares, Expiration Date | 2022-04 |
Warrants, Exercise Price $3.28, Expiring on April 2022 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding to purchase shares, Number of Shares | shares | 294,928 |
Warrants outstanding to purchase shares, Exercise Price per Share | $ / shares | $ 3.28 |
Warrants outstanding to purchase shares, Expiration Date | 2022-04 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2013 | Oct. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total number of options outstanding | 2,042,194 | 2,042,194 | 1,033,300 | 334,800 | ||
Stock options exercisable period | 10 years | |||||
Stock options vest period | 4 years | |||||
Weighted average grant-date fair value of the options awarded to employees | $ 8.10 | $ 3.55 | ||||
Stock-based compensation | $ 3,064 | $ 531 | ||||
Aggregate intrinsic value of vested options | $ 3,084 | 3,084 | ||||
Aggregate intrinsic value of unvested options | $ 2,032 | $ 2,032 | ||||
2008 Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock appreciation rights issued in period | 0 | |||||
Additional number of shares authorized and granted | 444,000 | 444,000 | ||||
Shares available for future grants | 174 | 174 | ||||
2013 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant | 2,000,000 | 600,000 | ||||
Increase in share per "Evergreen" provision | 461,215 | |||||
Total number of options outstanding | 2,461,215 | 2,461,215 | ||||
Percentage of outstanding common stock | 5.00% | |||||
Shares available for future grants | 963,647 | 963,647 | ||||
Performance Based Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options, Granted | 105,300 | |||||
Performance-based RSUs [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of restricted stock units granted | 32,200 | |||||
Unrecognized compensation expense related to unvested options, expected to vest | $ 8,279 | $ 8,279 | ||||
Unrecognized compensation expense related to unvested options, weighted average period | 3 years 4 months 24 days | |||||
Stock Options Granted Outside Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options, Granted | 133,000 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of Options Estimated on Date of Grant Using Black-Scholes Option Pricing Model (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of expected option life | 6 years | |
Expected volatility | 77.39% | 80.30% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of expected option life | 6 years | |
Risk-free interest rate | 2.06% | 2.14% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of expected option life | 7 years | |
Risk-free interest rate | 2.51% | 2.73% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of shares, beginning balance | 1,033,300 | 334,800 |
Number of shares, Granted | 1,079,550 | 698,500 |
Number of shares, Exercised | (38,000) | |
Number of shares, Expired/forfeited/cancelled | (32,656) | |
Number of shares, ending balance | 2,042,194 | 1,033,300 |
Weighted average exercise price, beginning balance | $ 5.77 | $ 6 |
Number of shares, Vested | 862,754 | |
Weighted average exercise price, Granted | $ 8.26 | 5.66 |
Number of shares, Vested and expected to vest, ending balance | 2,017,769 | |
Weighted average exercise price, Exercised | $ 6 | |
Weighted average exercise price, Expired/forfeited/cancelled | 11.20 | |
Weighted average exercise price, ending balance | 7 | $ 5.77 |
Weighted average exercise price, Vested | 5.55 | |
Weighted average exercise price, Vested and expected to vest, ending balance | $ 6.82 | |
Weighted average remaining contractual life | 7 years 9 months 18 days | |
Weighted average remaining contractual life, Vested | 5 years 8 months 12 days | |
Weighted average remaining contractual life, Vested and expected to vest | 7 years 9 months 18 days |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (10,002) | $ (16,134) |
Foreign | (2,516) | |
Loss before income taxes | $ (12,518) | $ (16,134) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 83 | |
State and local | 3 | |
Foreign | 0 | $ 0 |
Current income tax expense benefit | 86 | |
Deferred: | ||
Federal | (13,418) | |
State and local | (2,219) | |
Foreign | 0 | $ 0 |
Deferred income tax expense benefit | (15,637) | |
Income tax benefit | $ (15,551) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory U.S. Federal Income Tax Rate to Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory income tax rate | 34.00% | 34.00% |
Foreign tax rate differential | (4.30%) | |
State taxes, net of federal benefit | 2.60% | 6.60% |
Nondeductible expenses | 4.20% | (10.80%) |
Research and development credits | 1.70% | 2.30% |
Change in valuation allowance | 86.10% | (32.10%) |
Effective income tax rate | 124.30% |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Effects of Temporary Differences to Significant Portions of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 5,754 | $ 6,800 |
Research and development credits | 1,343 | 729 |
Capitalized start-up costs | 2,590 | 2,626 |
Intangibles | 597 | 658 |
Contingent consideration | 1,932 | |
Stock-based compensation | 1,256 | 265 |
Other temporary differences | 2,480 | 9 |
Gross deferred tax asset | 15,952 | 11,087 |
Valuation allowance | (315) | $ (11,087) |
Net deferred tax asset | $ 15,637 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ (315,000) | $ (11,087,000) |
Operating loss and research and development tax credit carryforwards percentage of change in ownership | 50.00% | |
Percentage of limitation on taxable income after modification and apportionment | 30.00% | |
Net operating losses subject to limitation | $ 5,000,000 | |
Operating loss and research and development tax credit carryforwards percentage of change in ownership period | 3 years | |
Net operating loss carryforwards, limitation | State net operating loss carryforwards may be further limited, including Pennsylvania, which has a limitation equal to the greater of 30.0% of taxable income after modifications and apportionment or $5,000,000 on state net operating losses utilized in any one year | |
Accrued interest or penalties related to uncertain tax positions | $ 0 | |
Recognized amounts of interest or penalties related to uncertain tax positions | $ 0 | |
Income tax examination | Due to net operating loss and tax credit carry forwards that remain unutilized, income tax returns for tax years from inception through 2014 remain subject to examination by the taxing jurisdictions |
Income Taxes - Summary of Feder
Income Taxes - Summary of Federal Net Operating Losses and Tax Credits Carryforwards (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Research and development credits, Amount | $ 1,261 |
Net operating losses, Expiration period | State net operating loss carryforwards may be further limited, including Pennsylvania, which has a limitation equal to the greater of 30.0% of taxable income after modifications and apportionment or $5,000,000 on state net operating losses utilized in any one year |
Research and development credits, Expiration period start | 2,028 |
Research and development credits, Expiration period end | 2,034 |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | $ 13,011 |
Net operating losses, Expiration period start | 2,030 |
Net operating losses, Expiration period end | 2,035 |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | $ 15,402 |
Net operating losses, Expiration period start | 2,030 |
Net operating losses, Expiration period end | 2,035 |
Foreign [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | $ 2,516 |
Net operating losses, Expiration period | No expiration |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2009 | |
Related Party Transaction [Line Items] | |||
Accrued expenses | $ 1,364 | $ 112 | |
Common stock options granted | 1,079,550 | 698,500 | |
Malvern Consulting Group, Inc. (MCG) [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable | $ 39 | ||
Accrued expenses | 31 | ||
Payment of rental fees for month to month lease for facilities space | $ 114 | $ 101 | |
MCG consultants service fee description | MCG consulting fees for services are based on a flat fee and time worked at hourly rates for consultants. | ||
President and Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Common stock options granted | 246,800 | ||
Research and Development Expenses [Member] | Malvern Consulting Group, Inc. (MCG) [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction expenses | $ 465 | ||
General and Administrative Expenses [Member] | Malvern Consulting Group, Inc. (MCG) [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction expenses | $ 320 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 22, 2016 | Feb. 17, 2016 | Feb. 02, 2015 | Mar. 07, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||||
Repayment of debt | $ 16,329 | |||||
Common stock issuance | $ 30,256 | |||||
Term Loan [Member] | OrbiMed Senior Secured Term Loan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Term loan face amount | $ 50,000 | |||||
Aspire Capital [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock issuance, shares | 96,463 | |||||
Subsequent Event [Member] | Term Loan [Member] | OrbiMed Senior Secured Term Loan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Repayment of debt | $ 19,000 | $ 2,600 | ||||
Percentage of repayment of term loan | 38.00% | |||||
Subsequent Event [Member] | Recro Gainesville, LLC [Member] | Term Loan [Member] | OrbiMed Senior Secured Term Loan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of free cash flow used to repay term loan | 50.00% | |||||
Subsequent Event [Member] | Aspire Capital [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock issuance, shares | 93,940 | |||||
Common stock issuance | $ 560 |