STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2014 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
STOCK-BASED COMPENSATION | ' |
10. STOCK-BASED COMPENSATION |
The Company’s equity incentive plans allow for the granting of a variety of stock awards. To date, the Company has granted stock options, restricted stock awards, restricted stock units and stock appreciation rights. The fair value of stock awards, with consideration given to estimated forfeitures, is recognized as compensation expense on a straight-line basis over the vesting period of the grants. |
Stock Options |
The Company has granted stock options with both service- and performance-based criteria. In general, stock options granted vest over four years and have a ten-year term. Through the filing of an Investigational New Drug (“IND”) application during the period, 20% of performance awards were triggered to be eligible to vest subject to the remaining service conditions of the awards. Accordingly, the Company has recognized approximately $0.6 million in stock-based compensation expense related to the options with performance-based criteria. |
The following table summarizes the Company’s stock option activity for each of the periods indicated: |
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| | For the Three Months Ended June 30, | | | For the Six Months Ended June 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | Shares | | | Weighted | | | Shares | | | Weighted | | | Shares | | | Weighted | | | Shares | | | Weighted | |
Average | Average | Average | Average |
Exercise | Exercise | Exercise | Exercise |
Price | Price | Price | Price |
Grants outstanding at beginning of the period | | | 5,273,338 | | | $ | 24.27 | | | | 2,694,678 | | | $ | 13.35 | | | | 4,190,367 | | | $ | 23.46 | | | | 2,522,522 | | | $ | 11.76 | |
Granted | | | 117,770 | | | | 33.75 | | | | 1,511,850 | | | | 34.95 | | | | 1,303,035 | | | | 27.45 | | | | 1,754,170 | | | | 34.1 | |
Exercised | | | (26,025 | ) | | | 14.64 | | | | (55,157 | ) | | | 7.63 | | | | (74,604 | ) | | | 11.87 | | | | (119,547 | ) | | | 8.35 | |
Canceled or expired | | | (136,710 | ) | | | 23.11 | | | | (175,182 | ) | | | 9.43 | | | | (190,425 | ) | | | 25.13 | | | | (180,956 | ) | | | 9.6 | |
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Grants outstanding at end of the period | | | 5,228,373 | | | | 24.56 | | | | 3,976,189 | | | $ | 21.82 | | | | 5,228,373 | | | | 24.56 | | | | 3,976,189 | | | $ | 21.82 | |
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Grants exercisable at end of the period | | | 1,642,252 | | | | 17.75 | | | | 714,247 | | | $ | 11.81 | | | | 1,642,252 | | | | 17.75 | | | | 714,247 | | | $ | 11.81 | |
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The fair values of stock options granted during the periods presented were measured on the date of grant using the Black-Scholes-Merton option-pricing model, with the following assumptions: |
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| | For the Three Months Ended June 30, | | For the Six Months Ended June 30, | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2014 | | 2013 | | 2014 | | 2013 | | | | | | | | | | | | | | | | | | | | | | | | |
Risk-free interest rate (1) | | 1.5 – 1.7% | | 0.7 – 1.4% | | 1.5 – 1.7% | | 0.7 – 1.4% | | | | | | | | | | | | | | | | | | | | | | | | |
Expected dividend yield (2) | | 0% | | 0% | | 0% | | 0% | | | | | | | | | | | | | | | | | | | | | | | | |
Expected lives (3) | | 4.9 years | | 5.0 years | | 4.9 years | | 5.0 years | | | | | | | | | | | | | | | | | | | | | | | | |
Expected volatility (4) | | 93.00% | | 80.0 – 84.1% | | 93.0 – 95.4% | | 80.0 – 84.1% | | | | | | | | | | | | | | | | | | | | | | | | |
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-1 | The risk-free interest rate is estimated using an average of Treasury bill interest rates over a historical period commensurate with the expected term of the option that correlates to the prevailing interest rates at the time of grant. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
-2 | The expected dividend yield is zero as the Company has not paid any dividends to date and does not expect to pay dividends in the future. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
-3 | The expected lives are estimated using expected and historical exercise behavior. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
-4 | The expected volatility is estimated using a blend of calculated volatility of the Company’s common stock over a historical period and implied volatility in exchange-traded options of the Company’s common stock. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The amounts estimated according to the Black-Scholes-Merton option-pricing model may not be indicative of the actual values realized upon the exercise of these options by the holders. |
Restricted Stock Awards (“RSA”) |
The Company grants RSAs to members of its board of directors. The weighted-average grant date fair value of RSAs is based on the market price of the Company’s common stock on the date of grant. The fair value is amortized to stock-based compensation expense on a straight-line basis over the vesting period of the grants. The following table summarizes the Company’s RSA activity for each of the periods indicated: |
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| | For the Three Months Ended June 30, | | | For the Six Months Ended June 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | Shares | | | Weighted | | | Shares | | | Weighted | | | Shares | | | Weighted | | | Shares | | | Weighted | |
Average | Average | Average | Average |
Grant Date | Grant Date | Grant Date | Grant Date |
Fair Value | Fair Value | Fair Value | Fair Value |
Grants outstanding at beginning of the period | | | 12,000 | | | $ | 31.98 | | | | 4,998 | | | $ | 10.08 | | | | 6,000 | | | $ | 34.92 | | | | 4,998 | | | $ | 10.08 | |
Granted | | | — | | | | — | | | | 6,000 | | | | 34.92 | | | | 6,000 | | | | 29.03 | | | | 6,000 | | | | 34.92 | |
Vested | | | (6,000 | ) | | | 34.92 | | | | — | | | | — | | | | (6,000 | ) | | $ | 34.92 | | | | — | | | | — | |
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Grants outstanding at end of the period | | | 6,000 | | | $ | 29.03 | | | | 10,998 | | | | 23.63 | | | | 6,000 | | | | 29.03 | | | | 10,998 | | | $ | 23.63 | |
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Restricted Stock Units (“RSU”) |
The Company granted RSUs to employees in 2012. The weighted-average grant date fair value of RSUs is based on the market price of the Company’s common stock on the date of grant. The fair value is amortized to stock-based compensation expense on a straight-line basis over the vesting period of the grants. The following table summarizes the Company’s RSU activity for each of the periods indicated: |
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| | For the Three Months Ended June 30, | | | For the Six Months Ended June 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | Shares | | | Weighted | | | Shares | | | Weighted | | | Shares | | | Weighted | | | Shares | | | Weighted | |
Average | Average | Average | Average |
Grant Date | Grant Date | Grant Date | Grant Date |
Fair Value | Fair Value | Fair Value | Fair Value |
Grants outstanding at beginning of the period | | | 6,507 | | | $ | 5.4 | | | | 37,998 | | | $ | 6.33 | | | | 6,507 | | | $ | 5.4 | | | | 38,260 | | | $ | 6.32 | |
Vested | | | (6,507 | ) | | | 5.4 | | | | (24,594 | ) | | | 6.83 | | | | (6,507 | ) | | | 5.4 | | | | (24,594 | ) | | | 6.83 | |
Canceled or expired | | | — | | | | — | | | | (79 | ) | | | 7.16 | | | | — | | | | — | | | | (341 | ) | | | 5.4 | |
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Grants outstanding at end of the period | | | 0 | | | | 0 | | | | 13,325 | | | $ | 5.4 | | | | 0 | | | | 0 | | | | 13,325 | | | $ | 5.4 | |
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Stock Appreciation Rights (“SAR”) |
The Company issues SARs to employees on the same terms as the stock options granted to employees. The grant date fair value of the SARs is determined using the same valuation assumptions as for the stock options described above. Stock-based compensation expense is recognized on a straight-line basis over the vesting period of the SARs. The following table summarizes the Company’s SAR activity for each of the periods indicated: |
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| | For the Three and Six Months Ended June 30, | | | | | | | | | | | | | | | | | |
| | 2014 | | | 2013 | | | | | | | | | | | | | | | | | |
| | Shares | | | Weighted | | | Shares | | | Weighted | | | | | | | | | | | | | | | | | |
Average | Average | | | | | | | | | | | | | | | | |
Exercise | Grant | | | | | | | | | | | | | | | | |
Price | Date Fair | | | | | | | | | | | | | | | | |
| Value | | | | | | | | | | | | | | | | |
Grants outstanding at beginning of the period | | | 170,000 | | | $ | 18.18 | | | | 170,000 | | | $ | 18.18 | | | | | | | | | | | | | | | | | |
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Grants outstanding at end of the period | | | 170,000 | | | $ | 18.18 | | | | 170,000 | | | $ | 18.18 | | | | | | | | | | | | | | | | | |
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Grants exercisable at end of the period | | | 71,666 | | | $ | 17.69 | | | | — | | | $ | 18.18 | | | | | | | | | | | | | | | | | |
Employee Stock Purchase Plan (“ESPP”) |
Under the Company’s ESPP, participating employees purchase common stock through payroll deductions. The purchase price is equal to 85% of the lower of the closing price of the Company’s common stock on the first business day and the last business day of the relevant plan period. The fair values of stock purchase rights are estimated using the Black-Scholes-Merton option-pricing model. The 24-month award period will end on February 29, 2016. For the purchase period ended February 28, 2014, 21,774 shares of the Company’s common stock were purchased for total proceeds of $0.5 million. |
Stock-based Compensation Expense |
For the three months ended June 30, 2014 and 2013, total stock-based compensation expense was $5.6 million and $2.3 million, respectively. For the six months ended June 30, 2014 and 2013, total stock-based compensation expense was $9.9 million and $4.0 million, respectively. The following table summarizes stock-based compensation expense by function included within the unaudited condensed consolidated statements of operations and comprehensive loss: |
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| | For the Three Months Ended | | | For the Six Months Ended | | | | | | | | | | | | | | | | | |
June 30, | June 30, | | | | | | | | | | | | | | | | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | | | | | | | | | | | | | | | | | |
| | (in thousands) | | | | | | | | | | | | | | | | | |
Research and development | | $ | 2,345 | | | $ | 724 | | | $ | 4,218 | | | $ | 1,254 | | | | | | | | | | | | | | | | | |
General and administrative | | | 3,242 | | | | 1,594 | | | | 5,711 | | | | 2,735 | | | | | | | | | | | | | | | | | |
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Total | | $ | 5,587 | | | $ | 2,318 | | | $ | 9,929 | | | $ | 3,989 | | | | | | | | | | | | | | | | | |
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The following table summarizes stock-based compensation expense by grant type included within the unaudited condensed consolidated statements of operations and comprehensive loss: |
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| | For the Three Months Ended | | | For the Six Months Ended | | | | | | | | | | | | | | | | | |
June 30, | June 30, | | | | | | | | | | | | | | | | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | | | | | | | | | | | | | | | | | |
| | (in thousands) | | | | | | | | | | | | | | | | | |
Stock options | | $ | 5,042 | | | $ | 2,032 | | | $ | 8,953 | | | $ | 3,433 | | | | | | | | | | | | | | | | | |
Restricted stock awards | | | 72 | | | | 27 | | | | 136 | | | | 39 | | | | | | | | | | | | | | | | | |
Restricted stock units | | | 5 | | | | 111 | | | | 1 | | | | 228 | | | | | | | | | | | | | | | | | |
Stock appreciation rights | | | 146 | | | | 148 | | | | 293 | | | | 289 | | | | | | | | | | | | | | | | | |
Employee stock purchase plan | | | 322 | | | | — | | | | 546 | | | | — | | | | | | | | | | | | | | | | | |
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Total | | $ | 5,587 | | | $ | 2,318 | | | $ | 9,929 | | | $ | 3,989 | | | | | | | | | | | | | | | | | |
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