Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 23, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Entity Registrant Name | NOVAVAX INC | ||
Entity Central Index Key | 1000694 | ||
Trading Symbol | NVAX | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | -19 | ||
Document Fiscal Year Focus | 2014 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 239,379,766 | ||
Entity Public Float | $934,600,000 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $32,335 | $119,471 |
Marketable securities | 135,721 | 13,597 |
Restricted cash | 297 | 1,417 |
Accounts receivable - billed | 7,510 | 1,911 |
Accounts receivable - unbilled | 3,100 | 4,988 |
Prepaid expenses and other current assets | 9,195 | 3,617 |
Total current assets | 188,158 | 145,001 |
Property and equipment, net | 19,737 | 14,251 |
Intangible assets, net | 12,577 | 16,250 |
Goodwill | 54,612 | 58,707 |
Other non-current assets | 918 | 916 |
Total assets | 276,002 | 235,125 |
Current liabilities: | ||
Accounts payable | 12,908 | 5,985 |
Accrued expenses | 19,397 | 10,411 |
Current portion of notes payable | 603 | 877 |
Deferred rent | 1,138 | 470 |
Other current liabilities | 70 | 379 |
Total current liabilities | 34,116 | 18,122 |
Deferred revenue | 2,500 | 2,500 |
Non-current portion of notes payable | 395 | 1,004 |
Deferred rent | 7,734 | 8,502 |
Other non-current liabilities | 1,639 | 1,763 |
Total liabilities | 46,384 | 31,891 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 2,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized at December 31, 2014 and 2013; and 239,287,294 shares issued and 238,831,864 shares outstanding at December 31, 2014 and 209,110,744 shares issued and 208,655,314 shares outstanding at December 31, 2013 | 2,393 | 2,091 |
Additional paid-in capital | 729,373 | 612,900 |
Accumulated deficit | -493,093 | -410,146 |
Treasury stock, 455,430 shares, cost basis | -2,450 | -2,450 |
Accumulated other comprehensive income (loss) | -6,605 | 839 |
Total stockholders' equity | 229,618 | 203,234 |
Total liabilities and stockholders' equity | $276,002 | $235,125 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par or stated value per share | $0.01 | $0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $0.01 | $0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 239,287,294 | 209,110,744 |
Common stock, shares outstanding | 238,831,864 | 208,655,314 |
Treasury stock, shares | 455,430 | 455,430 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||
Government contracts | $26,213 | $17,708 | $20,671 |
Research and development collaborations | 4,446 | 3,207 | 1,405 |
Total revenue | 30,659 | 20,915 | 22,076 |
Costs and expenses: | |||
Cost of government contracts revenue | 14,987 | 8,222 | 14,692 |
Research and development | 79,435 | 50,308 | 26,907 |
General and administrative | 19,928 | 14,819 | 10,142 |
Total costs and expenses | 114,350 | 73,349 | 51,741 |
Loss from operations | -83,691 | -52,434 | -29,665 |
Other income (expense): | |||
Investment income | 286 | 187 | 165 |
Interest expense | -157 | -160 | -32 |
Other income, net | 0 | 182 | 45 |
Realized gains on marketable securities | 615 | 0 | 879 |
Change in fair value of warrant liability | 0 | 267 | 101 |
Loss from operations before income tax expense | -82,947 | -51,958 | -28,507 |
Income tax expense | 0 | 25 | 0 |
Net loss | ($82,947) | ($51,983) | ($28,507) |
Basic and diluted net loss per share | ($0.37) | ($0.31) | ($0.22) |
Basic and diluted weighted average number of common shares outstanding (in shares) | 225,848 | 169,658 | 131,726 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net loss | ($82,947) | ($51,983) | ($28,507) |
Other comprehensive income (loss): | |||
Net unrealized gains (losses) on investments available-for-sale | -65 | 186 | -402 |
Reclassification adjustment for gains included in net loss | -615 | 0 | 0 |
Foreign currency translation adjustment | -6,764 | 223 | 0 |
Other comprehensive income (loss) | -7,444 | 409 | -402 |
Comprehensive loss | ($90,391) | ($51,574) | ($28,909) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands, except Share data | ||||||
Balance beginning at Dec. 31, 2011 | $53,849 | $1,175 | $383,948 | ($329,656) | ($2,450) | $832 |
Balance (in shares) at Dec. 31, 2011 | 117,480,867 | |||||
Non-cash compensation cost for stock options and restricted stock | 2,091 | 0 | 2,091 | 0 | 0 | 0 |
Exercise of stock options | 54 | 1 | 53 | 0 | 0 | 0 |
Exercise of stock options, shares | 90,534 | |||||
Issuance of common stock | 53,155 | 308 | 52,847 | 0 | 0 | 0 |
Issuance of common stock, shares | 30,827,346 | |||||
Unrealized gain (loss) on marketable securities | -402 | 0 | 0 | 0 | 0 | -402 |
Net loss | -28,507 | 0 | 0 | -28,507 | 0 | 0 |
Balance ending at Dec. 31, 2012 | 80,240 | 1,484 | 438,939 | -358,163 | -2,450 | 430 |
Balance ending (in shares) at Dec. 31, 2012 | 148,398,747 | |||||
Non-cash compensation cost for stock options, ESPP and restricted stock | 2,480 | 0 | 2,480 | 0 | 0 | 0 |
Exercise of stock options | 1,498 | 7 | 1,491 | 0 | 0 | 0 |
Exercise of stock options, shares | 667,867 | |||||
Issuance of common stock | 170,590 | 600 | 169,990 | 0 | 0 | 0 |
Issuance of common stock, shares | 60,044,130 | |||||
Unrealized gain (loss) on marketable securities | 186 | 0 | 0 | 0 | 0 | 186 |
Foreign currency translation adjustment | 223 | 0 | 0 | 0 | 0 | 223 |
Net loss | -51,983 | 0 | 0 | -51,983 | 0 | 0 |
Balance ending at Dec. 31, 2013 | 203,234 | 2,091 | 612,900 | -410,146 | -2,450 | 839 |
Balance ending (in shares) at Dec. 31, 2013 | 209,110,744 | |||||
Non-cash compensation cost for stock options, ESPP and restricted stock | 6,090 | 0 | 6,090 | 0 | 0 | 0 |
Exercise of stock options/Purchase under ESPP | 2,790 | 14 | 2,776 | 0 | 0 | 0 |
Exercise of stock options/Purchase under ESPP, shares | 1,411,550 | |||||
Restricted stock issued as compensation | 0 | 0 | 0 | 0 | 0 | 0 |
Restricted stock issued as compensation, shares | 15,000 | |||||
Issuance of common stock | 107,895 | 288 | 107,607 | 0 | 0 | 0 |
Issuance of common stock, shares | 28,750,000 | |||||
Unrealized gain (loss) on marketable securities | -680 | 0 | 0 | 0 | 0 | -680 |
Foreign currency translation adjustment | -6,764 | 0 | 0 | 0 | 0 | -6,764 |
Net loss | -82,947 | 0 | 0 | -82,947 | 0 | 0 |
Balance ending at Dec. 31, 2014 | $229,618 | $2,393 | $729,373 | ($493,093) | ($2,450) | ($6,605) |
Balance ending (in shares) at Dec. 31, 2014 | 239,287,294 |
CONSOLIDATED_STATEMENTS_OF_STO1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Issuance of common stock, issuance costs | $7,105 | $6,067 | $365 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Activities: | |||
Net loss | ($82,947) | ($51,983) | ($28,507) |
Reconciliation of net loss to net cash used in operating activities: | |||
Change in fair value of warrant liability | 0 | -267 | -101 |
Depreciation and amortization | 4,424 | 2,591 | 1,666 |
Loss (Gain) on disposal of property and equipment | 534 | -32 | -28 |
Amortization of net premiums (discounts) on marketable securities | 415 | 507 | -18 |
Deferred rent | -552 | 897 | 660 |
Non-cash stock-based compensation | 6,090 | 2,480 | 2,091 |
Realized gains on marketable securities | -615 | 0 | -879 |
Other | 60 | -200 | 0 |
Changes in operating assets and liabilities: | |||
Restricted cash | 1,120 | -431 | -986 |
Accounts receivable - billed | -5,705 | -451 | 954 |
Accounts receivable - unbilled | 1,888 | -3,418 | 266 |
Prepaid expenses and other assets | -5,904 | 402 | 40 |
Accounts payable and accrued expenses | 13,979 | 4,184 | 2,009 |
Deferred revenue | -253 | -341 | 258 |
Lease incentives received | 452 | 703 | 4,346 |
Net cash used in operating activities | -67,014 | -45,359 | -18,229 |
Investing Activities: | |||
Capital expenditures | -7,268 | -5,785 | -4,341 |
Proceeds from disposal of property and equipment | 39 | 116 | 324 |
Net cash received from acquisition | 0 | 3,034 | 0 |
Purchases of marketable securities | -176,469 | -14,754 | -48,652 |
Proceeds from sales, maturities and redemptions of marketable securities | 53,865 | 33,781 | 20,407 |
Net cash provided by (used in) investing activities | -129,833 | 16,392 | -32,262 |
Financing Activities: | |||
Principal payments on capital leases | -124 | -87 | -104 |
Principal payments on notes payable | -671 | -473 | -60 |
Proceeds from notes payable | 0 | 1,450 | 650 |
Changes in restricted cash | -2 | -1 | -756 |
Cash paid with acquisition | -171 | 0 | 0 |
Net proceeds from sales of common stock, net of offering costs of $7.1 million, $6.1 million and $0.4 million, respectively | 107,896 | 128,648 | 54,002 |
Proceeds from the exercise of stock options and employee stock purchases | 2,789 | 1,498 | 54 |
Net cash provided by financing activities | 109,717 | 131,035 | 53,786 |
Effect of exchange rate on cash and cash equivalents | -6 | 4 | 0 |
Net increase (decrease) in cash and cash equivalents | -87,136 | 102,072 | 3,295 |
Cash and cash equivalents at beginning of year | 119,471 | 17,399 | 14,104 |
Cash and cash equivalents at end of year | 32,335 | 119,471 | 17,399 |
Supplemental disclosure of non-cash activities: | |||
Common stock issued in connection with acquisition | 0 | 41,942 | 0 |
Capital expenditures included in accounts payable and accrued expenses | 2,615 | 379 | 1,321 |
Deposit applied towards the purchase of equipment | 0 | 0 | 500 |
Equipment acquired under a capital lease | 0 | 0 | 399 |
Supplemental disclosure of cash flow information: | |||
Cash interest payments | $179 | $177 | $20 |
STATEMENTS_OF_CASH_FLOWS_Paren
STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net proceeds from sales of common stock, offering costs | $7.10 | $6.10 | $0.40 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2014 | |
Organization [Abstract] | |
Organization | Note 1 – Organization |
Novavax, Inc. (“Novavax,” and together with its wholly-owned subsidiary, “Novavax AB,” the “Company”) is a clinical-stage vaccine company focused on the discovery, development and commercialization of recombinant nanoparticle vaccines and adjuvants. The Company’s product pipeline targets a variety of infectious diseases with vaccine candidates currently in clinical development for respiratory syncytial virus (“RSV”), seasonal influenza, pandemic influenza and Ebola virus (“EBOV”). The Company has additional pre-clinical stage programs in a variety of infectious diseases, including Middle East Respiratory Syndrome (“MERS”). | |
Operations
Operations | 12 Months Ended |
Dec. 31, 2014 | |
Operations [Abstract] | |
Operations | Note 2 – Operations |
The Company’s vaccine candidates currently under development, some of which include adjuvants, will require significant additional research and development efforts that include extensive pre-clinical and clinical testing, and regulatory approval prior to commercial use. | |
As a clinical-stage vaccine company, the Company has primarily funded its operations from proceeds through the sale of its common stock in equity offerings and revenue under its contract with the Department of Health and Human Services, Biomedical Advanced Research and Development Authority (“HHS BARDA”) and, to a lesser degree, revenue under its contract with Path Vaccine Solutions (“PATH”). Management regularly reviews the Company’s cash and cash equivalents and marketable securities against its operating budget and forecast to monitor the sufficiency of the Company’s working capital, and anticipates continuing to draw upon available sources of capital to meet its product development activities. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies | |||||||
Basis of Presentation | ||||||||
The accompanying consolidated financial statements include the accounts of Novavax, Inc. and its wholly-owned subsidiary, Novavax AB, since July 31, 2013, the date Novavax AB was acquired. All intercompany accounts and transactions have been eliminated in consolidation. | ||||||||
Use of Estimates | ||||||||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States, 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. | ||||||||
Cash and Cash Equivalents | ||||||||
Cash and cash equivalents consist of highly liquid investments with maturities of three months or less from the date of purchase. Cash and cash equivalents consist of the following at December 31 (in thousands): | ||||||||
2014 | 2013 | |||||||
Cash | $ | 4,481 | $ | 4,251 | ||||
Money market funds | 20,354 | 100,049 | ||||||
Government-backed security | 7,500 | — | ||||||
Corporate debt securities | — | 15,171 | ||||||
Cash and cash equivalents | $ | 32,335 | $ | 119,471 | ||||
Cash equivalents are recorded at cost plus accrued interest, which approximate fair value due to their short-term nature. | ||||||||
Marketable Securities | ||||||||
Marketable securities consist primarily of commercial paper, asset-backed securities and corporate notes. Classification of marketable securities between current and non-current is dependent upon the maturity date at the balance sheet date taking into consideration the Company’s ability and intent to hold the investment to maturity. | ||||||||
Interest and dividend income is recorded when earned and included in investment income in the consolidated statements of operations. Premiums and discounts, if any, on marketable securities are amortized or accreted to maturity and included in investment income in the consolidated statements of operations. The specific identification method is used in computing realized gains and losses on the sale of the Company’s securities. | ||||||||
The Company classifies its marketable securities with readily determinable fair values as “available-for-sale.” Investments in securities that are classified as available-for-sale are measured at fair market value in the consolidated balance sheets, and unrealized holding gains and losses on marketable securities are reported as a separate component of stockholders’ equity until realized. Marketable securities are evaluated periodically to determine whether a decline in value is “other-than-temporary.” The term “other-than-temporary” is not intended to indicate a permanent decline in value. Rather, it means that the prospects for a near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the security. Management reviews criteria, such as the magnitude and duration of the decline, as well as the Company’s ability to hold the securities until market recovery, to predict whether the loss in value is other-than-temporary. If a decline in value is determined to be other-than-temporary, the value of the security is reduced and the impairment is recorded as other income, net in the consolidated statements of operations. | ||||||||
Concentration of Credit Risk | ||||||||
Financial instruments, which possibly expose the Company to concentration of credit risk, consist primarily of cash and cash equivalents and marketable securities. The Company’s investment policy limits investments to certain types of instruments, including auction rate securities, high-grade corporate debt securities and money market instruments, places restrictions on maturities and concentrations in certain industries and requires the Company to maintain a certain level of liquidity. At times, the Company maintains cash balances in financial institutions, which may exceed federally insured limits. The Company has not experienced any losses relating to such accounts and believes it is not exposed to a significant credit risk on its cash and cash equivalents. | ||||||||
Fair Value Measurements | ||||||||
The Company applies Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, for financial and non-financial assets and liabilities. | ||||||||
ASC 820 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | ||||||||
· | Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||||
· | Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |||||||
· | Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. | |||||||
Restricted Cash | ||||||||
The Company’s restricted cash includes payments received under the PATH agreement (See Note 8) until such time as the Company has paid for the outside services performed under the agreement. In addition, the Company’s non-current restricted cash with respect to its manufacturing, laboratory and office space in Gaithersburg, Maryland functions as collateral for letters of credit, which serve as security deposits for the duration of the leases. At December 31, 2014 and 2013, non-current restricted cash is $0.8 million and is recorded as other non-current assets on the consolidated balance sheets. | ||||||||
Accounts Receivable – Billed | ||||||||
Accounts receivable – billed arise primarily from the Company’s contract with HHS BARDA and are reported at amounts expected to be collected in future periods. No allowance for doubtful accounts is deemed necessary. | ||||||||
Accounts Receivable – Unbilled | ||||||||
Accounts receivable – unbilled relate to service contracts and agreements for which work has been performed, though invoicing has not yet occurred. All of the Accounts receivable – unbilled are expected to be billed and collected within the next 12 months. | ||||||||
Property and Equipment | ||||||||
Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally three to seven years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the estimated useful lives of the improvements or the remaining term of the lease. Repairs and maintenance costs are expensed as incurred. | ||||||||
Impairment of Long-Lived Assets | ||||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on the criteria for accounting for the impairment or disposal of long-lived assets under FASB ASC Topic 360, Property, Plant and Equipment. | ||||||||
Impairment of Goodwill | ||||||||
Goodwill is subject to impairment tests annually or more frequently should indicators of impairment arise. | ||||||||
The Company has determined since its only business is the development of recombinant vaccines that it operates as a single operating segment and reporting unit. The Company utilizes primarily the market approach and, if considered necessary, the income approach to determine if it has an impairment of its goodwill. The market approach is based on market value of invested capital. To ensure that the Company’s capital stock is the appropriate measurement of fair value, the Company considers factors such as its trading volume, diversity of investors and analyst coverage. When utilized, the income approach is used as a confirming look to the market approach, if considered necessary. Goodwill impairment may exist if the carrying value of the reporting unit exceeds its estimated fair value. If the carrying value of the reporting unit exceeds its fair value, step two of the impairment analysis is performed. In step two of the analysis, an impairment loss is recorded equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value should such a circumstance arise. | ||||||||
At December 31, 2014 and 2013, the Company used the market approach to determine if the Company had an impairment of its goodwill. Step one of the impairment test states that if the fair value of a reporting unit exceeds its carrying amount, goodwill is considered not to be impaired. The fair value of the Company’s reporting unit was substantially higher than the carrying value, resulting in no impairment to goodwill at December 31, 2014 and 2013. | ||||||||
Equity Method Investment | ||||||||
The Company has an equity investment in CPL Biologicals Private Limited (“CPLB”). The Company accounts for this investment using the equity method (see Note 8). Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions up to the amount initially invested or advanced. | ||||||||
Revenue Recognition | ||||||||
The Company performs research and development for U.S. Government agencies and other collaborators under cost reimbursable and fixed price contracts, including license and clinical development agreements. The Company recognizes revenue under research contracts when a contract has been executed, the contract price is fixed or determinable, delivery of services or products has occurred and collection of the contract price is reasonably assured. Payments received in advance of work performed are recorded as deferred revenue and losses on contracts, if any, are recognized in the period in which they become known. | ||||||||
Under cost reimbursable contracts, the Company is reimbursed and recognizes revenue as allowable costs are incurred plus a portion of the fixed-fee earned. The Company considers fixed-fees under cost reimbursable contracts to be earned in proportion to the allowable costs incurred in performance of the work as compared to total estimated contract costs, with such costs incurred representing a reasonable measurement of the proportional performance of the work completed. Under its HHS BARDA contract, certain activities must be pre-approved by HHS BARDA in order for their costs to be deemed allowable direct costs. Direct costs incurred under cost reimbursable contracts are recorded as cost of government contracts revenue. The Company’s HHS BARDA contract provides the U.S. government the ability to terminate the contract for convenience or to terminate for default if the Company fails to meet its obligations as set forth in the statement of work. The Company believes that if the government were to terminate the HHS BARDA contract for convenience, the costs incurred through the effective date of such termination and any settlement costs resulting from such termination would be allowable costs. Payments to the Company under cost reimbursable contracts with agencies of the U.S. Government, such as the HHS BARDA contract, are provisional payments subject to adjustment upon annual audit by the government. An audit by the U.S government of fiscal years 2011 and 2012 was completed in the first quarter of 2014, which resulted in no significant adjustments. An audit of fiscal year 2013 has been initiated, but has not been completed as of the date of this filing. Management believes that revenue for periods not yet audited has been recorded in amounts that are expected to be realized upon final audit and settlement. When the final determination of the allowable costs for any year has been made, revenue and billings may be adjusted accordingly in the period that the adjustments are known. | ||||||||
The Company’s collaborative research and development agreements may include an upfront payment, payments for research and development services, milestone payments and royalties. Agreements with multiple deliverables are evaluated to determine if the deliverables can be divided into more than one unit of accounting. A deliverable can generally be considered a separate unit of accounting if both of the following criteria are met: (1) the delivered item(s) has value to the customer on a stand-alone basis; and (2) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in control of the Company. Deliverables that cannot be divided into separate units are combined and treated as one unit of accounting. Consideration received is allocated among the separate units of accounting based on the relative selling price method. Deliverables under these arrangements typically include rights to intellectual property, research and development services and involvement by the parties in steering committees. Historically, deliverables under the Company’s collaborative research and development agreements have been deemed to have no stand-alone value and as a result have been treated as a single unit of accounting. In addition, the Company analyzes its contracts and collaborative agreements to determine whether the payments received should be recorded as revenue or as a reduction to research and development expenses. In reaching this determination, management considers a number of factors, including whether the Company is principal under the arrangement, and whether the arrangement is significant to, and part of, the Company’s core operations. Historically, payments received under its contracts and collaborative agreements have been recognized as revenue since the Company acts as a principal in the arrangement and the activities are core to its operations. | ||||||||
When the performance under a fixed price contract can be reasonably estimated, revenue for fixed price contracts is recognized under the proportional performance method and earned in proportion to the contract costs incurred in performance of the work as compared to total estimated contract costs. Costs incurred under fixed price contracts represent a reasonable measurement of proportional performance of the work. Direct costs incurred under collaborative research and development agreements are recorded as research and development expenses. If the performance under a fixed price contract cannot be reasonably estimated, the Company recognizes the revenue on a straight-line basis over the contract term. | ||||||||
Revenue associated with upfront payments under arrangements is recognized over the contract term or when all obligations associated with the upfront payment have been satisfied. | ||||||||
Revenue from the achievement of research and development milestones, if deemed substantive, is recognized as revenue when the milestones are achieved and the milestone payments are due and collectible. If not deemed substantive, the Company would recognize such milestone as revenue upon its achievement on a straight-line basis over the remaining expected term of the research and development period. Milestones are considered substantive if all of the following conditions are met: (1) the milestone is non-refundable; (2) there is substantive uncertainty of achievement of the milestone at the inception of the arrangement; (3) substantive effort is involved to achieve the milestone and such achievement relates to past performance; and (4) the amount of the milestone appears reasonable in relation to the effort expended and all of the deliverables and payment terms in the arrangement. | ||||||||
Cost of Government Contracts Revenue | ||||||||
Cost of government contracts revenue includes direct costs of salaries, laboratory supplies, consultants and subcontractors and other direct costs associated with the Company’s process development, manufacturing, clinical, regulatory and quality assurance activities under research contracts. Cost of government contracts revenue does not include allocations of indirect costs. | ||||||||
Stock-Based Compensation | ||||||||
The Company accounts for stock-based compensation related to grants of stock options, restricted stock awards and purchases under its Employee Stock Purchase Plan (the “ESPP”) at fair value. The Company recognizes compensation expense related to such awards on a straight-line basis over the requisite service period (generally the vesting period) of the equity awards that are expected to vest, which typically occurs ratably over periods ranging from six months to four years. See Note 13 for a further discussion on stock-based compensation. | ||||||||
The expected term of stock options granted was based on the Company’s historical option exercise experience and post-vesting forfeiture experience using the historical expected term from the vesting date, whereas the expected term for purchases under the ESPP was based on the purchase periods included in the offering. The expected volatility was determined using historical volatilities based on stock prices over a look-back period corresponding to the expected term. The risk-free interest rate was determined using the yield available for zero-coupon U.S. government issues with a remaining term equal to the expected term. The forfeiture rate was determined using historical pre-vesting forfeiture rates since the inception of the plans. The Company has never paid a dividend, and as such, the dividend yield is zero, and the Company does not intend to pay dividends in the foreseeable future. | ||||||||
Restricted stock awards have been recorded as compensation expense over the expected vesting period based on the fair value at the award date and the number of shares ultimately expected to vest using the straight-line method of amortization. | ||||||||
The Company accounts for share-based awards issued to non-employees by determining the fair value of equity awards given as consideration for services rendered to be recognized as compensation expense over the shorter of the vesting or service periods. In cases where an equity award is not fully vested, such equity award is revalued on each subsequent reporting date until vesting is complete with a cumulative catch-up adjustment recognized for any changes in its estimated fair value. | ||||||||
Research and Development Expenses | ||||||||
Research and development expenses include salaries, laboratory supplies, consultants and subcontractors and other expenses associated with the Company’s process development, manufacturing, clinical, regulatory and quality assurance activities for internally funded programs. In addition, indirect costs such as, fringe benefits and overhead expenses, are also included in research and development expenses. These expenses exclude costs associated with cost of government contracts revenue. | ||||||||
Warrant Accounting | ||||||||
The Company accounted for the warrants to purchase 0.5 shares of Common Stock (the “Warrants”) at a price of $2.68 per unit in accordance with applicable accounting guidance in ASC 815, Derivatives and Hedging, as derivative liabilities, and the Warrants had been classified as such in the Company’s balance sheet. In compliance with applicable accounting standards, registered warrants that require the issuance of registered shares upon exercise and do not sufficiently preclude an implied right to cash settlement are accounted for as derivative liabilities. The Company used the Monte Carlo Simulation model to determine the fair value of the Warrants, which required the input of subjective assumptions, including the expected stock price volatility and probability of a fundamental transaction (a strategic merger or sale). All Warrants subject to this accounting treatment expired unexercised on July 31, 2013. | ||||||||
Income Taxes | ||||||||
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. Under the liability method, deferred income taxes 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 basis and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in income in the period such changes are enacted. A valuation allowance is established when necessary to reduce net deferred tax assets to the amount expected to be realized. | ||||||||
Tax benefits associated with uncertain tax positions are recognized in the period in which one of the following conditions is satisfied: (1) the more likely than not recognition threshold is satisfied; (2) the position is ultimately settled through negotiation or litigation; or (3) the statute of limitations for the taxing authority to examine and challenge the position has expired. Tax benefits associated with an uncertain tax position are reversed in the period in which the more likely than not recognition threshold is no longer satisfied. | ||||||||
Interest and penalties related to income tax matters are recorded as income tax expense. At December 31, 2014 and 2013, the Company had no accruals for interest or penalties related to income tax matters. | ||||||||
Net Loss per Share | ||||||||
Net loss per share is computed using the weighted average number of shares of common stock outstanding. All outstanding warrants, stock options and unvested restricted stock awards totaling 16,978,098, 11,992,918 and 12,732,383 shares at December 31, 2014, 2013 and 2012, respectively, are excluded from the computation for 2014, 2013 and 2012, as their effect is anti-dilutive. | ||||||||
Foreign Currency | ||||||||
The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s wholly-owned subsidiary is the local currency in which the subsidiary is located (Swedish Krona). The translation of assets and liabilities of Novavax AB to U.S. dollars is made at the exchange rate in effect at the consolidated balance sheet date, while equity accounts are translated at historical rates. The translation of statement of operations data is made at the average exchange rate in effect for the period. The translation of operating cash flow data is made at the average exchange rate in effect for the period, and investing and financing cash flow data is translated at the exchange rate in effect at the date of the underlying transaction. Translation gains and losses are recognized as a component of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. The foreign currency translation adjustment balance included in accumulated other comprehensive income (loss) was ($6.5) million and $0.2 million at December 31, 2014 and 2013, respectively. | ||||||||
Segment Information | ||||||||
The Company manages its business as one operating segment: developing recombinant vaccines. The Company does not operate separate lines of business with respect to its vaccine candidates. Accordingly, the Company does not have separately reportable segments as defined by ASC 280, Segment Reporting. | ||||||||
Recent Accounting Pronouncements | ||||||||
In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under Topic 605, Revenue Recognition. The new standard requires a company to recognize revenue when it transfers goods and services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. ASU 2014-09 defines a five-step process that includes identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction prices to the performance obligations in the contract and recognizing revenue when (or as) the entity satisfies the performance obligations. ASU 2014-09 will be effective for the Company on January 1, 2017. The Company is evaluating the potential impact that ASU 2014-09 will have on its consolidated financial position and results of operations. | ||||||||
Reclassifications | ||||||||
Due to new information obtained in the first quarter of 2014 about facts and circumstances that existed on July 31, 2013 (the “Acquisition Date”) regarding certain accrued contingencies related to its pre-existing contractual rights and obligations, the Company reduced at December 31, 2013 such accrued expenses and the carrying value of its goodwill retrospectively as of the Acquisition Date related to the acquisition by $0.8 million from $11.2 million to $10.4 million and from $26.2 million to $25.4 million, respectively. | ||||||||
Acquisition
Acquisition | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Combinations [Abstract] | ||||||||
Acquisition | Note 4 – Acquisition | |||||||
In 2013, Novavax acquired 99.5% of all of the outstanding shares, warrants and stock options of Isconova AB through the issuance of approximately 15.6 million shares of its Common Stock valued at $41.9 million (based on the closing price of Novavax’ Common Stock on the Acquisition Date) and cash of approximately $22,000. Upon the acquisition, Isconova AB was renamed Novavax AB. During the second quarter of 2014, the Company completed its purchase of the remaining 0.5% shares outstanding from the holders of such securities of Novavax AB. This transaction has been accounted for using the purchase method of accounting, with Novavax as the acquirer. The results of Novavax AB’s operations have been included in the consolidated financial statements since the Acquisition Date. | ||||||||
The table below summarizes the final allocation of the purchase price based upon the fair values of assets acquired and liabilities assumed at the Acquisition Date. | ||||||||
(in thousands) | ||||||||
Cash and cash equivalents | $ | 3,056 | ||||||
Accounts receivable – billed | 447 | |||||||
Prepaid expenses and other assets | 1,092 | |||||||
Property and equipment | 165 | |||||||
Intangible assets | 16,620 | |||||||
Goodwill | 25,424 | |||||||
Accounts payable and other current liabilities | -2,994 | |||||||
Capital leases | -94 | |||||||
Notes payable | -193 | |||||||
Other non-current liabilities | -1,559 | |||||||
Total purchase price | $ | 41,964 | ||||||
A substantial portion of the assets acquired consisted of intangible assets relating to its proprietary adjuvant technology and collaboration agreements. The fair values of the proprietary technology and agreements were determined based on estimates of expected future discounted net cash flows. The fair value measurements are based on significant unobservable inputs that were developed by the Company using publicly available information, market participant assumptions, cost and development assumptions, expected synergies and other cost savings that a market participant would be expected to realize as a result of the combination and certain other high-level assumptions. Amortization expense for intangible assets is being recorded on a straight-line basis over the expected useful lives of the assets, ranging from seven to 20 years. The weighted average useful lives for the proprietary adjuvant technology and collaboration agreements are 20 years and 12 years, respectively. The weighted average useful life for all acquired intangible assets is 17 years. | ||||||||
The Company incurred approximately $1.3 million in transaction costs related to the acquisition, which is included in general and administrative expenses in the Company’s consolidated statement of operations for the year ended December 31, 2013. | ||||||||
The following unaudited consolidated pro forma financial information is presented as if the acquisition occurred on January 1, 2012. The unaudited pro forma financial information has been presented for comparative purposes only and is not necessarily indicative of results of operations that would have been achieved had the Company completed the acquisition during the periods presented, or the future consolidated results of operations of the combined company. The unaudited pro forma financial information combines the historical results of operations of Novavax and Isconova AB for the periods presented below: | ||||||||
Year Ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Revenue | $ | 22,785 | $ | 24,810 | ||||
Net loss | $ | -55,594 | $ | -35,042 | ||||
Basic and diluted net loss per share | $ | -0.31 | $ | -0.24 | ||||
Novavax AB entered into a license and collaboration agreement and received research funding prior to the acquisition that is required to be repaid upon notice in the first quarter of 2016. At December 31, 2014, such research funding liability is $1.5 million and is included in other non-current liabilities in the consolidated balance sheet. | ||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Fair Value Measurements [Abstract] | ||||||||||||||||||||
Fair Value Measurements | Note 5 – Fair Value Measurements | |||||||||||||||||||
The following table represents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis: | ||||||||||||||||||||
Fair Value at December 31, 2014 | Fair Value at December 31, 2013 | |||||||||||||||||||
Assets | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||
Auction rate security | $ | — | $ | — | $ | — | $ | 1,790 | $ | — | $ | — | ||||||||
Money market funds | 20,354 | — | — | 100,049 | — | — | ||||||||||||||
Government-backed security | — | 7,500 | — | — | — | — | ||||||||||||||
Asset-backed securities | — | 46,624 | — | — | — | — | ||||||||||||||
Corporate debt securities | — | 89,097 | — | — | 26,978 | — | ||||||||||||||
Total cash equivalents and marketable securities | $ | 20,354 | $ | 143,221 | $ | — | $ | 101,839 | $ | 26,978 | $ | — | ||||||||
During the years ended December 31, 2014 and 2013, the Company did not have any transfers between levels. | ||||||||||||||||||||
The amounts in the Company’s consolidated balance sheet for accounts receivable – billed, accounts receivable – unbilled and accounts payable approximate fair value due to their short-term nature. Based on borrowing rates available to the Company, the fair value of capital lease and notes payable approximates their carrying value. | ||||||||||||||||||||
Marketable_Securities
Marketable Securities | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
Investments [Abstract] | ||||||||||||||||||||||||||
Investments | Note 6 – Marketable Securities | |||||||||||||||||||||||||
Marketable securities classified as available-for-sale as of December 31, 2014 and 2013 were comprised of (in thousands): | ||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||
Gross | Gross | Gross | Gross | |||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Amortized | Unrealized | Unrealized | |||||||||||||||||||||
Cost | Gains | Losses | Fair Value | Cost | Gains | Losses | Fair Value | |||||||||||||||||||
Auction rate security | $ | — | $ | — | $ | — | $ | — | $ | 1,175 | $ | 615 | $ | — | $ | 1,790 | ||||||||||
Asset-backed securities | 46,660 | — | -36 | 46,624 | — | — | — | — | ||||||||||||||||||
Corporate debt securities | 89,126 | 8 | -37 | 89,097 | 11,806 | 1 | — | 11,807 | ||||||||||||||||||
Total | $ | 135,786 | $ | 8 | $ | -73 | $ | 135,721 | $ | 12,981 | $ | 616 | $ | — | $ | 13,597 | ||||||||||
In 2014, the Company sold its remaining auction rate security and received proceeds of $1.8 million resulting in a realized gain of $0.6 million, all of which resulted from reclassification adjustments out of accumulated other comprehensive income (loss) in 2014. | ||||||||||||||||||||||||||
Marketable Securities – Unrealized Losses | ||||||||||||||||||||||||||
The Company owned 41 available-for-sale securities as of December 31, 2014. Of these 41 securities, 38 had unrealized losses of less than $0.1 million as of December 31, 2014. The Company did not have any investments in a loss position for greater than 12 months as of December 31, 2014. The Company has evaluated its marketable securities and has determined that none of these investments has an other-than-temporary impairment, as it has no intent to sell securities with unrealized losses and it is not more likely than not that the Company will be required to sell any securities with unrealized losses, given the Company’s current and anticipated financial position. | ||||||||||||||||||||||||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Goodwill and Other Intangible Assets [Abstract] | ||||||||||||||||||||
Goodwill and Other Intangible Assets | Note 7 – Goodwill and Intangible Assets | |||||||||||||||||||
Goodwill | ||||||||||||||||||||
The changes in the carrying amounts of goodwill for the year ended December 31, 2014 and 2013 were as following (in thousands): | ||||||||||||||||||||
Year Ended | ||||||||||||||||||||
December 31, | ||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Beginning balance | $ | 58,707 | $ | 33,141 | ||||||||||||||||
Goodwill resulting from acquisition of business | — | 25,424 | ||||||||||||||||||
Currency translation | -4,095 | 142 | ||||||||||||||||||
Ending balance | $ | 54,612 | $ | 58,707 | ||||||||||||||||
Intangible Assets | ||||||||||||||||||||
Purchased intangible assets consisted of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||
Gross | Gross | |||||||||||||||||||
Carrying | Accumulated | Intangible | Carrying | Accumulated | Intangible | |||||||||||||||
Amount | Amortization | Assets, Net | Amount | Amortization | Assets, Net | |||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||||||
Proprietary adjuvant technology | $ | 9,565 | $ | -678 | $ | 8,887 | $ | 11,514 | $ | -240 | $ | 11,274 | ||||||||
Collaboration agreements | 4,319 | -629 | 3,690 | 5,199 | -223 | 4,976 | ||||||||||||||
Total identifiable intangible assets | $ | 13,884 | $ | -1,307 | $ | 12,577 | $ | 16,713 | $ | -463 | $ | 16,250 | ||||||||
Amortization expense for the years ended December 2014 December 31, 2013 was $1.1 million and $0.5 million, respectively. Estimated amortization expense for existing intangible assets for each of the five succeeding years ending December 31, is as follows (in thousands): | ||||||||||||||||||||
Year | Amount | |||||||||||||||||||
2015 | $ | 923 | ||||||||||||||||||
2016 | 923 | |||||||||||||||||||
2017 | 923 | |||||||||||||||||||
2018 | 923 | |||||||||||||||||||
2019 | 923 | |||||||||||||||||||
US_Government_Agreement_Joint_
U.S. Government Agreement, Joint Venture and Collaborations | 12 Months Ended |
Dec. 31, 2014 | |
U.S. Government Agreement, Joint Venture and Collaborations [Abstract] | |
U.S. Government Agreement, Joint Venture and Collaborations | Note 8 – U.S. Government Agreement, Joint Venture and Collaborations |
HHS BARDA Contract for Recombinant Influenza Vaccines | |
HHS BARDA initially awarded the Company a contract in 2011, which funds the development of both the Company’s seasonal and pandemic influenza VLP vaccine candidates. The contract with HHS BARDA is a cost-plus-fixed-fee contract, which reimburses the Company for allowable direct contract costs incurred plus allowable indirect costs and a fixed-fee earned in the ongoing clinical development and product scale-up of its multivalent seasonal and monovalent pandemic H7N9 influenza VLP vaccine candidates. In September 2014, HHS BARDA exercised and initiated a two-year option to the contract, which included scope to support development activities leading up to planned Phase 3 clinical studies, added $70 million of funding on top of the remainder of the $97 million base period funding, and extended the contract until September 2016. During 2014, the Company recognized revenue of $26.0 million and has recognized approximately $78 million in revenue since the inception of the contract. Billings under the contract are based on approved provisional indirect billing rates, which permit recovery of fringe benefits, overhead and general and administrative expenses. These indirect rates are subject to audit by HHS BARDA on an annual basis. An audit by the U.S government of fiscal years 2011 and 2012 was completed in the first quarter of 2014, which resulted in no significant adjustments. An audit of fiscal year 2013 has been initiated, but has not been completed as of the date of this filing. Management believes that revenue for periods not yet audited has been recorded in amounts that are expected to be realized upon final audit and settlement. When the final determination of the allowable costs for any year has been made, revenue and billings may be adjusted accordingly in the period that the adjustments are known. | |
In 2012, the Company decided to conduct a Phase 2 clinical trial of its quadrivalent seasonal influenza VLP vaccine candidate in Australia (“205 Trial”) under appropriate local regulatory authorization. Based on the Company’s discussions with HHS BARDA in 2012, the outside clinical trial costs for the 205 Trial were withheld and may only be submitted for consideration of reimbursement to HHS BARDA and recorded as revenue by the Company after it submits the 205 Trial data in a quadrivalent investigational new drug application (“Quadrivalent IND”), and those costs are approved by HHS BARDA. The outside clinical trial costs of the 205 Trial conducted in 2012 totaled $2.9 million. These costs were recorded as an expense in the period incurred as a cost of government contracts revenue. The FDA accepted the Quadrivalent IND in the fourth quarter of 2014, prior to the Company’s initiation of its Phase 2 dose-confirmatory clinical trial; however, despite ongoing discussions with HHS BARDA, the Company is still awaiting HHS BARDA’s approval for the reimbursement of its 205 Trial costs, thus no revenue has been recorded in 2014. | |
CPLB Joint Venture | |
The Company is party to a Joint Venture Agreement with Cadila Pharmaceuticals Limited (“Cadila”) pursuant to which the Company and Cadila formed CPLB, of which 20% is owned by the Company and 80% is owned by Cadila. CPLB was established to develop and manufacture certain of the Company’s vaccine candidates and certain of Cadila’s biogeneric and diagnostic products for the territory of India. CPLB has the right to negotiate definitive license arrangements in India to certain of the Company’s future vaccine products and certain of Cadila’s future biogeneric and diagnostic products, prior to the Company or Cadila licensing such rights to third-parties. The Company has the right to negotiate definitive license arrangements for vaccines developed by CPLB using Company technology for commercialization in every country except India and for vaccines developed by CPLB using Cadila technology for commercialization in certain other countries, including the U.S. Cadila has supported and continues to support CPLB’s operations. CPLB is actively developing a number of vaccine candidates that were genetically engineered by Novavax. CPLB’s lead vaccine candidates are its seasonal influenza vaccine candidate, which completed enrollment of its Phase 3 clinical trial in India in 2014, and its rabies vaccine, which completed enrollment of its Phase 1/2 clinical trial in India in 2014. In connection with the Joint Venture Agreement, in 2009, the Company also entered into additional agreements, including a master services agreement with Cadila (see Note 16). Because CPLB’s activities and operations are controlled and funded by Cadila, the Company accounts for its investment using the equity method. Since the carrying value of the Company’s initial investment was nominal and there is no guarantee or commitment to provide future funding, the Company has not recorded nor expects to record losses related to this investment in the foreseeable future. | |
LG Life Sciences, Ltd. (“LGLS”) License Agreement | |
In 2011, the Company entered into a license agreement with LGLS that allows LGLS to use the Company’s technology to develop and commercially sell influenza vaccines exclusively in South Korea and non-exclusively in certain other specified countries. At its own cost, LGLS is responsible for funding both its clinical development of the influenza VLP vaccines and a manufacturing facility to produce such vaccines in South Korea. Under the license agreement, the Company is obligated to provide LGLS with information and materials related to the manufacture of the licensed products, provide on-going project management and regulatory support and conduct clinical trials of its influenza vaccines in order to obtain FDA approval in the U.S. The term of the license agreement is expected to terminate in 2027. Payments to the Company under the license agreement include an upfront payment of $2.5 million, reimbursements of certain development and product costs, payments related to the achievement of certain milestones and royalty payments in the high single digits from LGLS’s future commercial sales of influenza VLP vaccines. The upfront payment has been deferred and recorded in deferred revenue in the consolidated balance sheets and will be recognized when the previously mentioned obligations in the agreement are satisfied, which may not occur until the end of the term of the agreement. Payments for milestones under the agreement will be recognized on a straight-line basis over the remaining term of the research and development period upon achievement of such milestone. Any royalties under the agreement will be recognized as earned. | |
PATH Vaccine Solutions (“PATH”) Clinical Development Agreement | |
In 2012, the Company entered into a clinical development agreement with PATH (the “RSV Collaboration Program”) to develop its RSV F vaccine candidate in certain low-resource countries. The Company was awarded approximately $2.0 million by PATH for initial funding under the agreement to partially support its Phase 2 dose-ranging clinical trial in women of childbearing age. In October 2013, the funding under this agreement was increased by $0.4 million to support reproductive toxicology studies, which was necessary before we began conducting clinical trials in pregnant women. In December 2013, the Company entered into an amendment with PATH providing an additional $3.5 million in funding to support the Phase 2 dose-confirmation clinical trial in women of childbearing age. In October 2014, the Company entered into an amendment with PATH providing an additional $1.0 million towards the development of a strategy for approaching Phase 3 clinical trials of our RSV maternal immunization program and is in ongoing discussion with PATH for additional funding. The Company retains global rights to commercialize the product and will support PATH in its goal to make an RSV maternal vaccine product affordable and available in low-resource countries. To the extent PATH elects to continue to fund 50% of the Company’s external clinical development costs for the RSV Collaboration Program, but the Company does not continue development, the Company would then grant PATH a fully-paid license to the Company’s RSV F vaccine candidate technology for use in pregnant women in certain contractually defined, low-resource countries. The term of the agreement has been extended to April 2015. The Company recognized revenue of approximately $2.6 million in 2014, and has recognized approximately $6.4 million in revenue since the inception of the agreement. Revenue under this arrangement is being recognized under the proportional performance method and earned in proportion to the contract costs incurred in performance of the work as compared to total estimated contract costs. Costs incurred under this agreement represent a reasonable measurement of proportional performance of the services being performed. | |
Other_Financial_Information
Other Financial Information | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Financial Information [Abstract] | ||||||||
Other Financial Information | Note 9 – Other Financial Information | |||||||
Prepaid Expenses and Other Current Assets | ||||||||
Prepaid expenses and other current assets consist of the following at December 31 (in thousands): | ||||||||
2014 | 2013 | |||||||
Laboratory supplies | $ | 7,564 | $ | 1,754 | ||||
Other prepaid expenses and other current assets | 1,631 | 1,863 | ||||||
Prepaid expenses and other current assets | $ | 9,195 | $ | 3,617 | ||||
Property and Equipment, net | ||||||||
Property and equipment is comprised of the following at December 31 (in thousands): | ||||||||
2014 | 2013 | |||||||
Machinery and equipment | $ | 16,712 | $ | 11,951 | ||||
Leasehold improvements | 8,843 | 8,192 | ||||||
Computer software and hardware | 1,733 | 1,200 | ||||||
Construction in progress | 3,719 | 2,328 | ||||||
31,007 | 23,671 | |||||||
Less — accumulated depreciation and amortization | -11,270 | -9,420 | ||||||
Property and equipment, net | $ | 19,737 | $ | 14,251 | ||||
Depreciation and amortization expense was approximately $4.4 million, $2.6 million and $1.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. Machinery and equipment included $0.4 million and $0.6 million of equipment acquired under a capital leases with accumulated depreciation of $0.2 million as of December 31, 2014 and 2013, respectively. | ||||||||
Accrued Expenses | ||||||||
Accrued expenses consist of the following at December 31 (in thousands): | ||||||||
2014 | 2013 | |||||||
Employee benefits and compensation | $ | 8,597 | $ | 5,323 | ||||
Research and development accruals | 9,826 | 3,657 | ||||||
Other accrued expenses | 974 | 1,431 | ||||||
Accrued expenses | $ | 19,397 | $ | 10,411 | ||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-Term Debt | Note 10 – Long-Term Debt | |||||||
Notes Payable | ||||||||
Notes payable consist of the following at December 31 (in thousands): | ||||||||
2014 | 2013 | |||||||
Equipment loan; 12.1%, principal payments due in monthly installments totaling $48 through December 2016 | $ | 967 | $ | 1,538 | ||||
Loan agreement; bearing interest at 3% per annum; repayment is conditional | — | 200 | ||||||
Bank loans; 7.50%-8.50%, principal payments due quarterly totaling $22 through May 2015 | 31 | 143 | ||||||
Total | 998 | 1,881 | ||||||
Less — current portion | -603 | -877 | ||||||
Long-term portion | $ | 395 | $ | 1,004 | ||||
Equipment Loan | ||||||||
In September 2012, the Company entered into a master security agreement with General Electric Capital Corporation (“GE”), whereby the Company could borrow up to $2.0 million to finance the purchases of equipment (each, an “Equipment Loan”). Each Equipment Loan bears interest at the three-year U.S. Government treasury rate plus 11.68%, provided that the rate shall not be less than 12.1%, and is to be repaid over forty-two (42) months. GE will maintain a security interest in all equipment financed under the Equipment Loan. Interest accrues on the outstanding balance until paid in full. As of December 31, 2013, the Company financed $2.0 million in total under the Equipment Loans. | ||||||||
Loan Agreements | ||||||||
In May 2008, the Company entered into a loan agreement with the State of Maryland. The repayment of loan amount and accrued interest was conditioned upon the Company meeting the capital investment and employment requirements during the term of the loan. In 2014, the loan agreement with State of Maryland was forgiven as the Company met the capital investment and employment requirements and is recorded as other income, net in the Company’s consolidated statements of operations. | ||||||||
Aggregate future minimum principal payments on long-term debt at December 31, 2013 are as follows (in thousands): | ||||||||
Year | Amount | |||||||
2015 | $ | 603 | ||||||
2016 | 395 | |||||||
Total minimum principal payments | $ | 998 | ||||||
Warrant_Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2014 | |
Warrant Liability [Abstract] | |
Warrant Liability | Note 11 – Warrant Liability |
In July 2008, the Company completed a registered direct offering of 6,686,650 units, raising approximately $17.5 million in net proceeds. Each unit consisted of one share of Common Stock and one Warrant. The Warrants represented the right to acquire an aggregate of 3,343,325 shares of common stock at an exercise price of $3.62 per share and expired unexercised on July 31, 2013. | |
During 2013 and 2012, the Company recorded as other income in its statements of operations a change in fair value of warrant liability of $0.3 million and $0.1 million, respectively. | |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 12 – Stockholders’ Equity |
In June 2014, the Company completed a public offering of 28,750,000 shares of its common stock, including 3,750,000 shares of common stock that were issued upon the exercise in full of an option to purchase additional shares granted to the underwriters, at a price of $4.00 per share resulting in net proceeds of approximately $108 million. | |
In September 2013, the Company completed a public offering of 31,846,950 shares of its common stock, including 4,153,950 shares of common stock that were issued upon the exercise in full of an option to purchase additional shares granted to the underwriters, at a price of $3.14 per share resulting in net proceeds of approximately $95 million. | |
In 2012, the Company entered into an At Market Issuance Sales Agreement (“Sales Agreement”), under which the Board of Directors of the Company (the “Board”) approved the Company’s sale of up to an aggregate of $50 million in gross proceeds of its common stock. The shares of common stock are being offered pursuant to a shelf registration statement filed with the SEC in March 2013, which replaced the previous shelf registration statement filed in 2010. The Board’s standing Finance Committee (the “Committee”) assists with its responsibilities to monitor, provide advice to the Company’s senior management and approve all capital raising activities. The Committee has been authorized by the Board, absent any action by the Board to the contrary, to take any additional actions necessary to carry out the Board’s authorization of the issuance and sale of the common stock pursuant to the Sales Agreement. In doing so, the Committee is authorized to set the amount of shares to be sold, the period of time during which such sales may occur and the minimum sales price per share. During 2013, the Company sold 12.6 million shares at sales prices ranging from $2.06 to $3.38 per share, resulting in $34.0 million in net proceeds. The most recent sales that occurred under the Sales Agreement were in September 2013. As of December 31, 2014, the Company had approximately $15 million available under the Sales Agreement. | |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stock-Based Compensation [Abstract] | |||||||||||||
Stock-Based Compensation | Note 13 – Stock-Based Compensation | ||||||||||||
Stock Options | |||||||||||||
The Company has granted equity awards under several plans, two of which remain active. Under the Amended and Restated 2005 Stock Incentive Plan (the “2005 Plan”), equity awards may be granted to officers, directors, employees, consultants and advisors to the Company and any present or future subsidiary. The 2005 Plan, approved in May 2005 and amended most recently in June 2014 by the Company’s stockholders, currently authorizes the grant of equity awards for up to 26,312,192 shares of common stock, which included, at the time of approval of the 2005 Plan, a maximum 5,746,468 shares of common stock subject to stock options outstanding under the Company’s 1995 Stock Option Plan (the “1995 Plan”) that may revert to and become issuable under the 2005 Plan if such options expire or otherwise terminate unexercised. The Company received approval at its 2014 annual meeting of stockholders to increase the number of shares of common stock available for issuance under the 2005 Plan by 4,000,000 shares. The term of the Company’s 1995 Plan has expired and no new awards will be made under the 1995 Plan; however, outstanding stock options remain in existence in accordance with their terms. | |||||||||||||
Under the 2005 Plan and the 1995 Plan, incentive stock options, having a maximum term of 10 years, can be or were granted at no less than 100% of the fair value of the Company’s common stock at the time of grant. Grants of stock options are generally exercisable over periods ranging from six months to four years. | |||||||||||||
Because the 2005 Plan expired in the first quarter of 2015, the Company intends to adopt a 2015 stock incentive plan and submit it for approval to its stockholders at the 2015 annual meeting of stockholders. | |||||||||||||
Stock Options Awards | |||||||||||||
The following is a summary of option activity under the 2005 Plan and the 1995 Plan for the year ended December 31, 2014: | |||||||||||||
2005 Stock Incentive Plan | 1995 Stock Option Plan | ||||||||||||
Stock Options | Weighted-Average | Stock Options | Weighted-Average | ||||||||||
Exercise Price | Exercise Price | ||||||||||||
Outstanding at January 1, 2014 | 11,788,100 | $ | 1.87 | 188,150 | $ | 5.04 | |||||||
Granted | 6,418,000 | $ | 5.5 | — | $ | — | |||||||
Exercised | -898,302 | $ | 1.67 | -32,450 | $ | 4.81 | |||||||
Forfeited | -378,450 | $ | 2.79 | — | $ | — | |||||||
Expired | -1,250 | $ | 1.57 | -120,700 | $ | 5.76 | |||||||
Outstanding at December 31, 2014 | 16,928,098 | $ | 3.24 | 35,000 | $ | 2.21 | |||||||
Vested and expected to vest at December 31, 2014 | 15,445,657 | $ | 3.09 | 35,000 | $ | 2.21 | |||||||
Shares exercisable at December 31, 2014 | 6,069,997 | $ | 2.07 | 35,000 | $ | 2.21 | |||||||
Shares available for grant at December 31, 2014 | 4,531,369 | ||||||||||||
The fair value of the stock options granted for the years ended December 31, 2014, 2013 and 2012, was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Weighted average fair value of options granted | $2.39 | $1.07 | $0.71 | ||||||||||
Risk-free interest rate | 1.24%-2.22% | 0.54%-1.36% | 0.55%-1.54% | ||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||
Volatility | 52.47%-67.93% | 51.55%-73.72% | 75.5%-78.6% | ||||||||||
Expected term (in years) | 4.04-6.96% | 3.91-7.05% | 3.34-7.09% | ||||||||||
Expected forfeiture rate | 0%-23.15% | 0%-23.15% | 0%-23.15% | ||||||||||
The aggregate intrinsic value and weighted average remaining contractual term of stock options exercisable as of December 31, 2014 was approximately $23.6 million and 6.3 years, respectively. The aggregate intrinsic value and weighted average remaining contractual term of options vested and expected to vest as of December 31, 2014 was $44.3 million and 7.6 years, respectively. The aggregate intrinsic value represents the total intrinsic value (the difference between the Company’s closing stock price on the last trading day of 2014 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2014. This amount is subject to change based on changes to the fair market value of the Company’s common stock. The aggregate intrinsic value of options exercised for 2014, 2013 and 2012 was $3.4 million, $0.6 million and $0.1 million, respectively. | |||||||||||||
Stock options issued to non-employees are measured at their estimated fair value. Stock-based compensation expense is recognized when services are rendered; however, the expense may fluctuate with changes in the fair value of the underlying common stock, until the award is vested. The Company recorded $0.3 million and $0.1 million in stock-based compensation expense related to stock options granted to non-employees in 2014 and 2013, respectively. | |||||||||||||
Employee Stock Purchase Plan | |||||||||||||
In 2013, the Company adopted an Employee Stock Purchase Plan (the “ESPP”), which authorized an aggregate of 2,000,000 shares of common stock to be purchased, which will increase 5% on each anniversary of its adoption up to a maximum of 3,000,000 shares. The ESPP allows employees to purchase shares of common stock of the Company at each purchase date through payroll deductions of up to a maximum of 15% of their compensation, at 85% of the lesser of the market price of the shares at the time of purchase or the market price on the beginning date of an option period (or, if later, the date during the option period when the employee was first eligible to participate). At December 31, 2014, there were 1,619,202 shares available for issuance under the ESPP. | |||||||||||||
The ESPP is considered compensatory for financial reporting purposes. As such, the fair value of ESPP shares was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: | |||||||||||||
Year Ended | Year Ended | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Range of Black-Scholes fair value of ESPP shares granted | $0.78-$2.08 | $0.78 | |||||||||||
Risk-free interest rate | 0.04%-0.24% | 0.04% | |||||||||||
Dividend yield | 0% | 0% | |||||||||||
Volatility | 50.80%-67.57% | 50.80% | |||||||||||
Expected term (in years) | 0.5-1.5 | 0.5 | |||||||||||
Expected forfeiture rate | 5% | 5% | |||||||||||
Stock-based compensation related to the ESPP for 2014 and 2013 was $0.7 million and $0.1 million, respectively. | |||||||||||||
Restricted Stock Awards | |||||||||||||
The following is a summary of restricted stock awards activity for the year ended December 31, 2014: | |||||||||||||
Per Share | |||||||||||||
Weighted-Average | |||||||||||||
Number of Shares | Grant-Date Fair | ||||||||||||
Value | |||||||||||||
Outstanding at January 1, 2014 | 16,667 | $ | 1.39 | ||||||||||
Restricted stock granted | 15,000 | $ | 4.48 | ||||||||||
Restricted stock vested | -16,667 | $ | 1.39 | ||||||||||
Restricted stock forfeited | — | $ | — | ||||||||||
Outstanding at December 31, 2014 | 15,000 | $ | 4.48 | ||||||||||
The Company recorded stock-based compensation expense for awards issued under the above mentioned plans in the statements of operations as follows (in thousands): | |||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Research and development | $ | 2,843 | $ | 1,262 | $ | 873 | |||||||
General and administrative | 3,247 | 1,218 | 1,218 | ||||||||||
Total stock-based compensation expense | $ | 6,090 | $ | 2,480 | $ | 2,091 | |||||||
As of December 31, 2014, there was approximately $13.3 million of total unrecognized compensation expense (net of estimated forfeitures) related to unvested options and restricted stock awards. This unrecognized compensation expense is expected to be recognized over a weighted average period of 1.3 years. | |||||||||||||
Employee_Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2014 | |
Pension and Other Postretirement Benefit Contributions [Abstract] | |
Employee Benefits | Note 14 – Employee Benefits |
The Company maintains a defined contribution 401(k) retirement plan, pursuant to which employees who have completed 90 days of service may elect to contribute up to 100% of their compensation on a tax deferred basis up to the maximum amount permitted by the Internal Revenue Code of 1986, as amended. | |
During 2012, the Company increased its match from 25% to 50% of the first 6% of the participants’ deferral. Contributions to the 401(k) plan vest equally over a three-year period. The Company has recorded expense, net of forfeitures, of approximately $0.5 million, $0.4 million and $0.1 million in 2014, 2013 and 2012, respectively. | |
The Company’s foreign subsidiary has a pension plan under local tax and labor laws and is obligated to make contributions to this plan. Contributions and other expenses related to this plan were approximately $0.4 million and $0.2 million in 2014 and 2013, respectively. | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | Note 15 – Income Taxes | ||||||||||||
The Company losses by jurisdiction are as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Domestic | $ | -76,742 | $ | -48,691 | $ | -28,507 | |||||||
Foreign | -6,205 | -3,292 | — | ||||||||||
Total net loss | $ | -82,947 | $ | -51,983 | $ | -28,507 | |||||||
The components of the income tax provision are as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current U.S. | $ | — | $ | — | $ | — | |||||||
Current foreign | — | 25 | — | ||||||||||
Deferred | — | — | — | ||||||||||
Net provision | $ | — | $ | 25 | $ | — | |||||||
Deferred tax assets (liabilities) consist of the following at December 31 (in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Net operating losses U.S. | $ | 148,451 | $ | 123,907 | |||||||||
Net operating losses foreign | 6,535 | 6,405 | |||||||||||
Research tax credits | 11,068 | 9,175 | |||||||||||
Other | 9,963 | 6,844 | |||||||||||
Total deferred tax assets | 176,017 | 146,331 | |||||||||||
Intangibles | -2,773 | -3,573 | |||||||||||
Other | -321 | -227 | |||||||||||
Total deferred tax liabilities | -3,094 | -3,800 | |||||||||||
Net deferred tax assets | 172,923 | 142,531 | |||||||||||
Less valuation allowance | -172,923 | -142,531 | |||||||||||
Deferred tax assets, net | $ | — | $ | — | |||||||||
The valuation allowance increased by $30.4 million, $7.1 million and $9.4 million for the years ended December 31, 2014, 2013 and 2012, respectively, due to increases in net deferred tax assets. | |||||||||||||
The differences between the U.S. federal statutory tax rate and the Company’s effective tax rate are as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory federal tax rate | -34 | % | -34 | % | -34 | % | |||||||
State income taxes, net of federal benefit | -3 | % | -3 | % | -8 | % | |||||||
Research and development and other tax credits | -2 | % | -7 | % | 0 | % | |||||||
Expiration of net operating losses | 0 | % | 0 | % | 6 | % | |||||||
Other | 2 | % | 3 | % | 3 | % | |||||||
Change in valuation allowance | 37 | % | 41 | % | 33 | % | |||||||
0 | % | 0 | % | 0 | % | ||||||||
Realization of net deferred tax assets is dependent on the Company’s ability to generate future taxable income, which is uncertain. Accordingly, a full valuation allowance was recorded against these assets as of December 31, 2014 and 2013 as management believes it is more likely than not that the assets will not be realizable. The increase in the valuation allowance was due to increased continued losses and credits in the current year. | |||||||||||||
As of December 31, 2014, the Company had tax return reported federal net operating losses and tax credits available as follows (in thousands): | |||||||||||||
Amount | |||||||||||||
Federal net operating losses expiring through the year 2034 | $ | 402,192 | |||||||||||
Foreign net operating losses (no expiration) | 29,705 | ||||||||||||
Research tax credits expiring through the year 2034 | 10,975 | ||||||||||||
Alternative-minimum tax credit (no expiration) | 94 | ||||||||||||
Utilization of the net operating loss carryforwards and credits may be subject to an annual limitation due to prior ownership change of the Company. The Company does not expect such limitation, if any, to impact the use of the net operating losses. | |||||||||||||
Beginning in 2006, the windfall equity-based compensation deductions are tracked, but will not be recorded to the balance sheet until management determines more likely than not that such amounts will be utilized. As of December 31, 2014 and 2013, the Company had $5.0 million and $2.4 million of windfall stock compensation deductions, respectively. If and when realized, the tax benefit associated with these deductions will be credited to additional paid-in capital. These excess benefit deductions are included in the total federal and state net operating losses disclosed above. | |||||||||||||
Tabular Reconciliation of Unrecognized Tax Benefits (in thousands): | |||||||||||||
Amount | |||||||||||||
Unrecognized tax benefits as of January 1, 2013 | $ | 4,801 | |||||||||||
Gross increases — tax positions in prior period | — | ||||||||||||
Gross decreases — tax positions in prior period | — | ||||||||||||
Gross increases — current-period tax positions | — | ||||||||||||
Increases (decreases) from settlements | — | ||||||||||||
Unrecognized tax benefits as of December 31, 2013 | $ | 4,801 | |||||||||||
Gross increases — tax positions in prior period | — | ||||||||||||
Gross decreases — tax positions in prior period | — | ||||||||||||
Gross increases — current-period tax positions | — | ||||||||||||
Increases (decreases) from settlements | — | ||||||||||||
Unrecognized tax benefits as of December 31, 2014 | $ | 4,801 | |||||||||||
To the extent these unrecognized tax benefits are ultimately recognized, it would affect the annual effective income tax rate unless otherwise offset by a corresponding change in the valuation allowance. The Company does not expect that the amounts of unrecognized tax benefits will change significantly within the next twelve months. | |||||||||||||
The Company files income tax returns in the U.S. federal jurisdiction and in various states, as well as in Sweden. The Company has U.S. tax net operating losses and credit carryforwards that are subject to examination from 1998 through 2014. The statute extends for a number of years beyond the year in which the losses were generated for tax purposes. Since a portion of these carryforwards may be utilized in the future, many of these attribute carryforwards remain subject to examination. The returns in Sweden are subject to examination from 2009 through 2014. | |||||||||||||
The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2014 and 2013, the Company had no accruals for interest or penalties related to income tax matters. | |||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | Note 16 – Commitments and Contingencies | ||||
Operating Leases | |||||
The Company conducts its operations from leased facilities, under operating leases with terms expiring in 2017 for its Rockville, Maryland facility, 2023 for its Gaithersburg, Maryland facilities and 2017 for its Uppsala, Sweden facility. The leases contain provisions for future rent increases and periods in which rent payments are reduced (abated). Also, the leases obligate the Company to pay building operating costs. Under the terms of one lease agreement, the landlord provided the Company with a tenant improvement allowance of $2.5 million and an additional tenant improvement allowance of $3 million, such additional tenant improvement allowance is to be paid back to the landlord during the remainder of the term of such lease agreement through additional rent payments (collectively, the “Improvement Allowance”). The Company has been funded $0.5 million and $0.7 million in 2014 and 2013, respectively, and has been funded $5.5 million in total under the Improvement Allowance. The Company records a deferred rent liability to account for the funding under the Improvement Allowance and to record rent expense on a straight-line basis for these operating leases. | |||||
Future minimum rental commitments under non-cancelable leases as of December 31, 2014 are as follows (in thousands): | |||||
Year | Operating Leases | ||||
2015 | $ | 4,903 | |||
2016 | 4,934 | ||||
2017 | 2,911 | ||||
2018 | 2,500 | ||||
2019 | 2,563 | ||||
Thereafter | 10,439 | ||||
Total minimum lease payments | $ | 28,250 | |||
Total rent expenses approximated $3.6 million, $3.4 million and $3.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||
Purchase Obligations | |||||
The Company and Cadila entered into a master services agreement pursuant to which the Company may request services from Cadila in the areas of biologics research, pre-clinical development, clinical development, process development, manufacturing scale-up and general manufacturing related services in India. In July 2011, and subsequently in March 2013, March 2014 and February 2015, the Company and Cadila amended the master services agreement to extend the term by one year for which services can be provided by Cadila under this agreement. Under the revised terms, if, by March 31, 2016, the amount of services provided by Cadila is less than $7.5 million, the Company will pay Cadila the portion of the shortfall amount that is less than or equal to $2.0 million and 50% of the portion of the shortfall amount that exceeds $2.0 million. When calculating the shortfall, the amount of services provided by Cadila includes amounts that have been paid under all project plans, the amounts that will be paid under ongoing executed project plans and amounts for services that had been offered to Cadila, that Cadila was capable of performing, but exercised its right not to accept such project. The term of the master services agreement is seven years, but may be terminated by either party if there is a material breach that is not cured within 30 days of notice or, at any time after three years, provided that 90 days prior notice is given to the other party. Through December 31, 2014, the Company has purchased $5.7 million in services from Cadila pursuant to this agreement, which includes services provided, since the beginning of 2013, by CPLB to the Company on behalf of Cadila pursuant to an October 2013 amendment authorizing such CPLB services. During 2014, the Company purchased $2.7 million in services from Cadila pursuant to this agreement, $1.0 million of which were provided by CPLB on behalf of Cadila. As of December 31, 2014, the Company’s remaining obligation to Cadila under the master services agreement is $1.8 million. The Company has recognized as expense the entire amount related to CPLB as the Company has not recorded any equity income (loss) of CPLB (see Note 8). | |||||
Contingencies | |||||
License Agreement with Wyeth Holdings Corporation | |||||
In 2007, the Company entered into an agreement to license certain rights from Wyeth Holding Corporation, a subsidiary of Pfizer Inc. (“Wyeth”). The Wyeth license is a non-exclusive, worldwide license to a family of patents and patent applications covering VLP technology for use in human vaccines in certain fields, with expected patent expiration in early 2022. The Wyeth license provides for the Company to make an upfront payment (previously made), ongoing annual license fees, sublicense payments, milestone payments on certain development activities and royalties on any product sales. The milestone payments are one-time only payments applicable to each related vaccine program. At present, the Company’s seasonal influenza VLP vaccine program (including CPLB’s seasonal influenza program) and its pandemic influenza VLP vaccine program are the only two programs to which the Wyeth license applies. The license may be terminated by Wyeth only for cause and may be terminated by the Company only after it has provided ninety (90) days’ notice that the Company has absolutely and finally ceased activity, including through any affiliate or sublicense, related to the manufacturing, development, marketing or sale of products covered by the license. If each milestone is achieved for any particular vaccine candidate, the Company would likely be obligated to pay an aggregate of $14 million to Wyeth for each product developed and commercialized under the agreement. Annual license fees under the agreement total $0.2 million per annum. The royalty to be paid by the Company under the agreement, if a product is approved by the FDA for commercialization, will be based on a single digit percentage of net sales. Payments under the agreement to Wyeth as of December 31, 2014 aggregated $6.4 million, of which the Company paid the annual license fees during each of the three years ended December 31, 2014 and a $0.3 million sublicense payment in 2014. The Company is currently in discussions with Wyeth to potentially amend the agreement and restructure the milestone payment owed as a result of CPLB’s initiation of a Phase 3 clinical trial for its seasonal influenza VLP vaccine candidate in the third quarter of 2014. Such milestone payment is only owed once for the Company’s seasonal influenza VLP vaccine program and it would not be required to make another payment if it or any of its affiliates initiate an additional Phase 3 clinical trial in a seasonal influenza VLP vaccine candidate. The $3.0 million milestone has been accrued for on the consolidated balance sheet at December 31, 2014 and recorded as a research and development expense in 2014. | |||||
Litigation | |||||
There are currently no asserted claims against the Company. Management has determined that a material loss resulting from either asserted claims or unasserted claims (situations where claims may be reasonably anticipated even if not yet asserted) is not reasonably possible. | |||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17 – Related Party Transactions |
Dr. Rajiv Modi, a director of Novavax, is also the managing director of Cadila. The Company and Cadila have formed the CPLB joint venture (see Note 8). The Company and Cadila also have entered into a master services agreement, pursuant to which Cadila may perform certain research, development and manufacturing services for the Company up to $7.5 million. A subsidiary of Cadila owns 7.5 million shares of the Company’s outstanding common stock as of December 31, 2014. Since entering into the master services agreement and through December 31, 2014, the Company has incurred $5.7 million under the agreement. The amount due and unpaid for services performed under the master services agreement at both December 31, 2014 and 2013 was $0.4 million. | |
Quarterly_Financial_Informatio
Quarterly Financial Information (Unaudited) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Quarterly Financial Information (Unaudited) | Note 18 – Quarterly Financial Information (Unaudited) | |||||||||||||
The Company’s unaudited quarterly information for the years ended December 31, 2014 and 2013 is as follows: | ||||||||||||||
Quarter Ended | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
(in thousands, except per share data) | ||||||||||||||
2014:00:00 | ||||||||||||||
Revenue | $ | 7,462 | $ | 8,259 | $ | 8,214 | $ | 6,724 | ||||||
Net loss | $ | -13,810 | $ | -17,864 | $ | -19,727 | $ | -31,546 | ||||||
Net loss per share | $ | -0.07 | $ | -0.08 | $ | -0.08 | $ | -0.13 | ||||||
Quarter Ended | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
(in thousands, except per share data) | ||||||||||||||
2013:00:00 | ||||||||||||||
Revenue | $ | 3,833 | $ | 3,531 | $ | 4,802 | $ | 8,748 | ||||||
Net loss | $ | -9,996 | $ | -12,633 | $ | -15,300 | $ | -14,054 | ||||||
Net loss per share | $ | -0.07 | $ | -0.08 | $ | -0.09 | $ | -0.07 | ||||||
The net loss per share was calculated for each three-month period on a stand-alone basis. As a result, the sum of the net loss per share for the four quarters may not equal the net loss per share for the respective twelve-month period. | ||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||
Basis of Presentation | Basis of Presentation | |||||||
The accompanying consolidated financial statements include the accounts of Novavax, Inc. and its wholly-owned subsidiary, Novavax AB, since July 31, 2013, the date Novavax AB was acquired. All intercompany accounts and transactions have been eliminated in consolidation. | ||||||||
Use of Estimates | Use of Estimates | |||||||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States, 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. | ||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||
Cash and cash equivalents consist of highly liquid investments with maturities of three months or less from the date of purchase. Cash and cash equivalents consist of the following at December 31 (in thousands): | ||||||||
2014 | 2013 | |||||||
Cash | $ | 4,481 | $ | 4,251 | ||||
Money market funds | 20,354 | 100,049 | ||||||
Government-backed security | 7,500 | — | ||||||
Corporate debt securities | — | 15,171 | ||||||
Cash and cash equivalents | $ | 32,335 | $ | 119,471 | ||||
Cash equivalents are recorded at cost plus accrued interest, which approximate fair value due to their short-term nature. | ||||||||
Marketable Securities | Marketable Securities | |||||||
Marketable securities consist primarily of commercial paper, asset-backed securities and corporate notes. Classification of marketable securities between current and non-current is dependent upon the maturity date at the balance sheet date taking into consideration the Company’s ability and intent to hold the investment to maturity. | ||||||||
Interest and dividend income is recorded when earned and included in investment income in the consolidated statements of operations. Premiums and discounts, if any, on marketable securities are amortized or accreted to maturity and included in investment income in the consolidated statements of operations. The specific identification method is used in computing realized gains and losses on the sale of the Company’s securities. | ||||||||
The Company classifies its marketable securities with readily determinable fair values as “available-for-sale.” Investments in securities that are classified as available-for-sale are measured at fair market value in the consolidated balance sheets, and unrealized holding gains and losses on marketable securities are reported as a separate component of stockholders’ equity until realized. Marketable securities are evaluated periodically to determine whether a decline in value is “other-than-temporary.” The term “other-than-temporary” is not intended to indicate a permanent decline in value. Rather, it means that the prospects for a near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the security. Management reviews criteria, such as the magnitude and duration of the decline, as well as the Company’s ability to hold the securities until market recovery, to predict whether the loss in value is other-than-temporary. If a decline in value is determined to be other-than-temporary, the value of the security is reduced and the impairment is recorded as other income, net in the consolidated statements of operations. | ||||||||
Concentration of Credit Risk | Concentration of Credit Risk | |||||||
Financial instruments, which possibly expose the Company to concentration of credit risk, consist primarily of cash and cash equivalents and marketable securities. The Company’s investment policy limits investments to certain types of instruments, including auction rate securities, high-grade corporate debt securities and money market instruments, places restrictions on maturities and concentrations in certain industries and requires the Company to maintain a certain level of liquidity. At times, the Company maintains cash balances in financial institutions, which may exceed federally insured limits. The Company has not experienced any losses relating to such accounts and believes it is not exposed to a significant credit risk on its cash and cash equivalents. | ||||||||
Fair Value Measurements | Fair Value Measurements | |||||||
The Company applies Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, for financial and non-financial assets and liabilities. | ||||||||
ASC 820 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | ||||||||
· | Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||||
· | Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |||||||
· | Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. | |||||||
Restricted Cash | Restricted Cash | |||||||
The Company’s restricted cash includes payments received under the PATH agreement (See Note 8) until such time as the Company has paid for the outside services performed under the agreement. In addition, the Company’s non-current restricted cash with respect to its manufacturing, laboratory and office space in Gaithersburg, Maryland functions as collateral for letters of credit, which serve as security deposits for the duration of the leases. At December 31, 2014 and 2013, non-current restricted cash is $0.8 million and is recorded as other non-current assets on the consolidated balance sheets. | ||||||||
Accounts Receivable - Billed | Accounts Receivable – Billed | |||||||
Accounts receivable – billed arise primarily from the Company’s contract with HHS BARDA and are reported at amounts expected to be collected in future periods. No allowance for doubtful accounts is deemed necessary. | ||||||||
Accounts Receivable - Unbilled | Accounts Receivable – Unbilled | |||||||
Accounts receivable – unbilled relate to service contracts and agreements for which work has been performed, though invoicing has not yet occurred. All of the Accounts receivable – unbilled are expected to be billed and collected within the next 12 months. | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally three to seven years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the estimated useful lives of the improvements or the remaining term of the lease. Repairs and maintenance costs are expensed as incurred. | ||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | |||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on the criteria for accounting for the impairment or disposal of long-lived assets under FASB ASC Topic 360, Property, Plant and Equipment. | ||||||||
Impairment of Goodwill | Impairment of Goodwill | |||||||
Goodwill is subject to impairment tests annually or more frequently should indicators of impairment arise. | ||||||||
The Company has determined since its only business is the development of recombinant vaccines that it operates as a single operating segment and reporting unit. The Company utilizes primarily the market approach and, if considered necessary, the income approach to determine if it has an impairment of its goodwill. The market approach is based on market value of invested capital. To ensure that the Company’s capital stock is the appropriate measurement of fair value, the Company considers factors such as its trading volume, diversity of investors and analyst coverage. When utilized, the income approach is used as a confirming look to the market approach, if considered necessary. Goodwill impairment may exist if the carrying value of the reporting unit exceeds its estimated fair value. If the carrying value of the reporting unit exceeds its fair value, step two of the impairment analysis is performed. In step two of the analysis, an impairment loss is recorded equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value should such a circumstance arise. | ||||||||
At December 31, 2014 and 2013, the Company used the market approach to determine if the Company had an impairment of its goodwill. Step one of the impairment test states that if the fair value of a reporting unit exceeds its carrying amount, goodwill is considered not to be impaired. The fair value of the Company’s reporting unit was substantially higher than the carrying value, resulting in no impairment to goodwill at December 31, 2014 and 2013. | ||||||||
Equity Method Investment | Equity Method Investment | |||||||
The Company has an equity investment in CPL Biologicals Private Limited (“CPLB”). The Company accounts for this investment using the equity method (see Note 8). Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions up to the amount initially invested or advanced. | ||||||||
Revenue Recognition | Revenue Recognition | |||||||
The Company performs research and development for U.S. Government agencies and other collaborators under cost reimbursable and fixed price contracts, including license and clinical development agreements. The Company recognizes revenue under research contracts when a contract has been executed, the contract price is fixed or determinable, delivery of services or products has occurred and collection of the contract price is reasonably assured. Payments received in advance of work performed are recorded as deferred revenue and losses on contracts, if any, are recognized in the period in which they become known. | ||||||||
Under cost reimbursable contracts, the Company is reimbursed and recognizes revenue as allowable costs are incurred plus a portion of the fixed-fee earned. The Company considers fixed-fees under cost reimbursable contracts to be earned in proportion to the allowable costs incurred in performance of the work as compared to total estimated contract costs, with such costs incurred representing a reasonable measurement of the proportional performance of the work completed. Under its HHS BARDA contract, certain activities must be pre-approved by HHS BARDA in order for their costs to be deemed allowable direct costs. Direct costs incurred under cost reimbursable contracts are recorded as cost of government contracts revenue. The Company’s HHS BARDA contract provides the U.S. government the ability to terminate the contract for convenience or to terminate for default if the Company fails to meet its obligations as set forth in the statement of work. The Company believes that if the government were to terminate the HHS BARDA contract for convenience, the costs incurred through the effective date of such termination and any settlement costs resulting from such termination would be allowable costs. Payments to the Company under cost reimbursable contracts with agencies of the U.S. Government, such as the HHS BARDA contract, are provisional payments subject to adjustment upon annual audit by the government. An audit by the U.S government of fiscal years 2011 and 2012 was completed in the first quarter of 2014, which resulted in no significant adjustments. An audit of fiscal year 2013 has been initiated, but has not been completed as of the date of this filing. Management believes that revenue for periods not yet audited has been recorded in amounts that are expected to be realized upon final audit and settlement. When the final determination of the allowable costs for any year has been made, revenue and billings may be adjusted accordingly in the period that the adjustments are known. | ||||||||
The Company’s collaborative research and development agreements may include an upfront payment, payments for research and development services, milestone payments and royalties. Agreements with multiple deliverables are evaluated to determine if the deliverables can be divided into more than one unit of accounting. A deliverable can generally be considered a separate unit of accounting if both of the following criteria are met: (1) the delivered item(s) has value to the customer on a stand-alone basis; and (2) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in control of the Company. Deliverables that cannot be divided into separate units are combined and treated as one unit of accounting. Consideration received is allocated among the separate units of accounting based on the relative selling price method. Deliverables under these arrangements typically include rights to intellectual property, research and development services and involvement by the parties in steering committees. Historically, deliverables under the Company’s collaborative research and development agreements have been deemed to have no stand-alone value and as a result have been treated as a single unit of accounting. In addition, the Company analyzes its contracts and collaborative agreements to determine whether the payments received should be recorded as revenue or as a reduction to research and development expenses. In reaching this determination, management considers a number of factors, including whether the Company is principal under the arrangement, and whether the arrangement is significant to, and part of, the Company’s core operations. Historically, payments received under its contracts and collaborative agreements have been recognized as revenue since the Company acts as a principal in the arrangement and the activities are core to its operations. | ||||||||
When the performance under a fixed price contract can be reasonably estimated, revenue for fixed price contracts is recognized under the proportional performance method and earned in proportion to the contract costs incurred in performance of the work as compared to total estimated contract costs. Costs incurred under fixed price contracts represent a reasonable measurement of proportional performance of the work. Direct costs incurred under collaborative research and development agreements are recorded as research and development expenses. If the performance under a fixed price contract cannot be reasonably estimated, the Company recognizes the revenue on a straight-line basis over the contract term. | ||||||||
Revenue associated with upfront payments under arrangements is recognized over the contract term or when all obligations associated with the upfront payment have been satisfied. | ||||||||
Revenue from the achievement of research and development milestones, if deemed substantive, is recognized as revenue when the milestones are achieved and the milestone payments are due and collectible. If not deemed substantive, the Company would recognize such milestone as revenue upon its achievement on a straight-line basis over the remaining expected term of the research and development period. Milestones are considered substantive if all of the following conditions are met: (1) the milestone is non-refundable; (2) there is substantive uncertainty of achievement of the milestone at the inception of the arrangement; (3) substantive effort is involved to achieve the milestone and such achievement relates to past performance; and (4) the amount of the milestone appears reasonable in relation to the effort expended and all of the deliverables and payment terms in the arrangement. | ||||||||
Cost of Government Contracts Revenue | Cost of Government Contracts Revenue | |||||||
Cost of government contracts revenue includes direct costs of salaries, laboratory supplies, consultants and subcontractors and other direct costs associated with the Company’s process development, manufacturing, clinical, regulatory and quality assurance activities under research contracts. Cost of government contracts revenue does not include allocations of indirect costs. | ||||||||
Stock-Based Compensation | Stock-Based Compensation | |||||||
The Company accounts for stock-based compensation related to grants of stock options, restricted stock awards and purchases under its Employee Stock Purchase Plan (the “ESPP”) at fair value. The Company recognizes compensation expense related to such awards on a straight-line basis over the requisite service period (generally the vesting period) of the equity awards that are expected to vest, which typically occurs ratably over periods ranging from six months to four years. See Note 13 for a further discussion on stock-based compensation. | ||||||||
The expected term of stock options granted was based on the Company’s historical option exercise experience and post-vesting forfeiture experience using the historical expected term from the vesting date, whereas the expected term for purchases under the ESPP was based on the purchase periods included in the offering. The expected volatility was determined using historical volatilities based on stock prices over a look-back period corresponding to the expected term. The risk-free interest rate was determined using the yield available for zero-coupon U.S. government issues with a remaining term equal to the expected term. The forfeiture rate was determined using historical pre-vesting forfeiture rates since the inception of the plans. The Company has never paid a dividend, and as such, the dividend yield is zero, and the Company does not intend to pay dividends in the foreseeable future. | ||||||||
Restricted stock awards have been recorded as compensation expense over the expected vesting period based on the fair value at the award date and the number of shares ultimately expected to vest using the straight-line method of amortization. | ||||||||
The Company accounts for share-based awards issued to non-employees by determining the fair value of equity awards given as consideration for services rendered to be recognized as compensation expense over the shorter of the vesting or service periods. In cases where an equity award is not fully vested, such equity award is revalued on each subsequent reporting date until vesting is complete with a cumulative catch-up adjustment recognized for any changes in its estimated fair value. | ||||||||
Research and Development Expenses | Research and Development Expenses | |||||||
Research and development expenses include salaries, laboratory supplies, consultants and subcontractors and other expenses associated with the Company’s process development, manufacturing, clinical, regulatory and quality assurance activities for internally funded programs. In addition, indirect costs such as, fringe benefits and overhead expenses, are also included in research and development expenses. These expenses exclude costs associated with cost of government contracts revenue. | ||||||||
Warrant Accounting | Warrant Accounting | |||||||
The Company accounted for the warrants to purchase 0.5 shares of Common Stock (the “Warrants”) at a price of $2.68 per unit in accordance with applicable accounting guidance in ASC 815, Derivatives and Hedging, as derivative liabilities, and the Warrants had been classified as such in the Company’s balance sheet. In compliance with applicable accounting standards, registered warrants that require the issuance of registered shares upon exercise and do not sufficiently preclude an implied right to cash settlement are accounted for as derivative liabilities. The Company used the Monte Carlo Simulation model to determine the fair value of the Warrants, which required the input of subjective assumptions, including the expected stock price volatility and probability of a fundamental transaction (a strategic merger or sale). All Warrants subject to this accounting treatment expired unexercised on July 31, 2013. | ||||||||
Income Taxes | Income Taxes | |||||||
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. Under the liability method, deferred income taxes 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 basis and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in income in the period such changes are enacted. A valuation allowance is established when necessary to reduce net deferred tax assets to the amount expected to be realized. | ||||||||
Tax benefits associated with uncertain tax positions are recognized in the period in which one of the following conditions is satisfied: (1) the more likely than not recognition threshold is satisfied; (2) the position is ultimately settled through negotiation or litigation; or (3) the statute of limitations for the taxing authority to examine and challenge the position has expired. Tax benefits associated with an uncertain tax position are reversed in the period in which the more likely than not recognition threshold is no longer satisfied. | ||||||||
Interest and penalties related to income tax matters are recorded as income tax expense. At December 31, 2014 and 2013, the Company had no accruals for interest or penalties related to income tax matters. | ||||||||
Net Loss per Share | Net Loss per Share | |||||||
Net loss per share is computed using the weighted average number of shares of common stock outstanding. All outstanding warrants, stock options and unvested restricted stock awards totaling 16,978,098, 11,992,918 and 12,732,383 shares at December 31, 2014, 2013 and 2012, respectively, are excluded from the computation for 2014, 2013 and 2012, as their effect is anti-dilutive. | ||||||||
Foreign Currency | Foreign Currency | |||||||
The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s wholly-owned subsidiary is the local currency in which the subsidiary is located (Swedish Krona). The translation of assets and liabilities of Novavax AB to U.S. dollars is made at the exchange rate in effect at the consolidated balance sheet date, while equity accounts are translated at historical rates. The translation of statement of operations data is made at the average exchange rate in effect for the period. The translation of operating cash flow data is made at the average exchange rate in effect for the period, and investing and financing cash flow data is translated at the exchange rate in effect at the date of the underlying transaction. Translation gains and losses are recognized as a component of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. The foreign currency translation adjustment balance included in accumulated other comprehensive income (loss) was ($6.5) million and $0.2 million at December 31, 2014 and 2013, respectively. | ||||||||
Segment Information | Segment Information | |||||||
The Company manages its business as one operating segment: developing recombinant vaccines. The Company does not operate separate lines of business with respect to its vaccine candidates. Accordingly, the Company does not have separately reportable segments as defined by ASC 280, Segment Reporting. | ||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||
In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under Topic 605, Revenue Recognition. The new standard requires a company to recognize revenue when it transfers goods and services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. ASU 2014-09 defines a five-step process that includes identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction prices to the performance obligations in the contract and recognizing revenue when (or as) the entity satisfies the performance obligations. ASU 2014-09 will be effective for the Company on January 1, 2017. The Company is evaluating the potential impact that ASU 2014-09 will have on its consolidated financial position and results of operations. | ||||||||
Reclassification | Reclassifications | |||||||
Due to new information obtained in the first quarter of 2014 about facts and circumstances that existed on July 31, 2013 (the “Acquisition Date”) regarding certain accrued contingencies related to its pre-existing contractual rights and obligations, the Company reduced at December 31, 2013 such accrued expenses and the carrying value of its goodwill retrospectively as of the Acquisition Date related to the acquisition by $0.8 million from $11.2 million to $10.4 million and from $26.2 million to $25.4 million, respectively. | ||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||
Schedule of Cash and Equivalents | Cash and cash equivalents consist of highly liquid investments with maturities of three months or less from the date of purchase. Cash and cash equivalents consist of the following at December 31 (in thousands): | |||||||
2014 | 2013 | |||||||
Cash | $ | 4,481 | $ | 4,251 | ||||
Money market funds | 20,354 | 100,049 | ||||||
Government-backed security | 7,500 | — | ||||||
Corporate debt securities | — | 15,171 | ||||||
Cash and cash equivalents | $ | 32,335 | $ | 119,471 | ||||
Acquisition_Tables
Acquisition (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Combinations [Abstract] | ||||||||
Schedule of Assets Acquired and Liabilities Assumed | The table below summarizes the final allocation of the purchase price based upon the fair values of assets acquired and liabilities assumed at the Acquisition Date. | |||||||
(in thousands) | ||||||||
Cash and cash equivalents | $ | 3,056 | ||||||
Accounts receivable – billed | 447 | |||||||
Prepaid expenses and other assets | 1,092 | |||||||
Property and equipment | 165 | |||||||
Intangible assets | 16,620 | |||||||
Goodwill | 25,424 | |||||||
Accounts payable and other current liabilities | -2,994 | |||||||
Capital leases | -94 | |||||||
Notes payable | -193 | |||||||
Other non-current liabilities | -1,559 | |||||||
Total purchase price | $ | 41,964 | ||||||
Unaudited Pro Forma Financial Information of Operations | The unaudited pro forma financial information combines the historical results of operations of Novavax and Isconova AB for the periods presented below: | |||||||
Year Ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Revenue | $ | 22,785 | $ | 24,810 | ||||
Net loss | $ | -55,594 | $ | -35,042 | ||||
Basic and diluted net loss per share | $ | -0.31 | $ | -0.24 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Fair Value Measurements [Abstract] | ||||||||||||||||||||
Fair Value Hierarchy | The following table represents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||||
Fair Value at December 31, 2014 | Fair Value at December 31, 2013 | |||||||||||||||||||
Assets | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||
Auction rate security | $ | — | $ | — | $ | — | $ | 1,790 | $ | — | $ | — | ||||||||
Money market funds | 20,354 | — | — | 100,049 | — | — | ||||||||||||||
Government-backed security | — | 7,500 | — | — | — | — | ||||||||||||||
Asset-backed securities | — | 46,624 | — | — | — | — | ||||||||||||||
Corporate debt securities | — | 89,097 | — | — | 26,978 | — | ||||||||||||||
Total cash equivalents and marketable securities | $ | 20,354 | $ | 143,221 | $ | — | $ | 101,839 | $ | 26,978 | $ | — | ||||||||
Marketable_Securities_Tables
Marketable Securities (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
Investments [Abstract] | ||||||||||||||||||||||||||
Investments Classified as Available-For-Sale | Marketable securities classified as available-for-sale as of December 31, 2014 and 2013 were comprised of (in thousands): | |||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||
Gross | Gross | Gross | Gross | |||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Amortized | Unrealized | Unrealized | |||||||||||||||||||||
Cost | Gains | Losses | Fair Value | Cost | Gains | Losses | Fair Value | |||||||||||||||||||
Auction rate security | $ | — | $ | — | $ | — | $ | — | $ | 1,175 | $ | 615 | $ | — | $ | 1,790 | ||||||||||
Asset-backed securities | 46,660 | — | -36 | 46,624 | — | — | — | — | ||||||||||||||||||
Corporate debt securities | 89,126 | 8 | -37 | 89,097 | 11,806 | 1 | — | 11,807 | ||||||||||||||||||
Total | $ | 135,786 | $ | 8 | $ | -73 | $ | 135,721 | $ | 12,981 | $ | 616 | $ | — | $ | 13,597 | ||||||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Goodwill and Other Intangible Assets [Abstract] | ||||||||||||||||||||
Schedule of Goodwill | The changes in the carrying amounts of goodwill for the year ended December 31, 2014 and 2013 were as following (in thousands): | |||||||||||||||||||
Year Ended | ||||||||||||||||||||
December 31, | ||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Beginning balance | $ | 58,707 | $ | 33,141 | ||||||||||||||||
Goodwill resulting from acquisition of business | — | 25,424 | ||||||||||||||||||
Currency translation | -4,095 | 142 | ||||||||||||||||||
Ending balance | $ | 54,612 | $ | 58,707 | ||||||||||||||||
Schedule of Identifiable Intangible Assets | Purchased intangible assets consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||
Gross | Gross | |||||||||||||||||||
Carrying | Accumulated | Intangible | Carrying | Accumulated | Intangible | |||||||||||||||
Amount | Amortization | Assets, Net | Amount | Amortization | Assets, Net | |||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||||||
Proprietary adjuvant technology | $ | 9,565 | $ | -678 | $ | 8,887 | $ | 11,514 | $ | -240 | $ | 11,274 | ||||||||
Collaboration agreements | 4,319 | -629 | 3,690 | 5,199 | -223 | 4,976 | ||||||||||||||
Total identifiable intangible assets | $ | 13,884 | $ | -1,307 | $ | 12,577 | $ | 16,713 | $ | -463 | $ | 16,250 | ||||||||
Schedule of Estimated Amortization Expense | Estimated amortization expense for existing intangible assets for each of the five succeeding years ending December 31, is as follows (in thousands): | |||||||||||||||||||
Year | Amount | |||||||||||||||||||
2015 | $ | 923 | ||||||||||||||||||
2016 | 923 | |||||||||||||||||||
2017 | 923 | |||||||||||||||||||
2018 | 923 | |||||||||||||||||||
2019 | 923 | |||||||||||||||||||
Other_Financial_Information_Ta
Other Financial Information (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Financial Information [Abstract] | ||||||||
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following at December 31 (in thousands): | |||||||
2014 | 2013 | |||||||
Laboratory supplies | $ | 7,564 | $ | 1,754 | ||||
Other prepaid expenses and other current assets | 1,631 | 1,863 | ||||||
Prepaid expenses and other current assets | $ | 9,195 | $ | 3,617 | ||||
Property and Equipment, Net | Property and equipment is comprised of the following at December 31 (in thousands): | |||||||
2014 | 2013 | |||||||
Machinery and equipment | $ | 16,712 | $ | 11,951 | ||||
Leasehold improvements | 8,843 | 8,192 | ||||||
Computer software and hardware | 1,733 | 1,200 | ||||||
Construction in progress | 3,719 | 2,328 | ||||||
31,007 | 23,671 | |||||||
Less — accumulated depreciation and amortization | -11,270 | -9,420 | ||||||
Property and equipment, net | $ | 19,737 | $ | 14,251 | ||||
Accrued Expenses | Accrued expenses consist of the following at December 31 (in thousands): | |||||||
2014 | 2013 | |||||||
Employee benefits and compensation | $ | 8,597 | $ | 5,323 | ||||
Research and development accruals | 9,826 | 3,657 | ||||||
Other accrued expenses | 974 | 1,431 | ||||||
Accrued expenses | $ | 19,397 | $ | 10,411 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Notes Payable | Notes payable consist of the following at December 31 (in thousands): | |||||||
2014 | 2013 | |||||||
Equipment loan; 12.1%, principal payments due in monthly installments totaling $48 through December 2016 | $ | 967 | $ | 1,538 | ||||
Loan agreement; bearing interest at 3% per annum; repayment is conditional | — | 200 | ||||||
Bank loans; 7.50%-8.50%, principal payments due quarterly totaling $22 through May 2015 | 31 | 143 | ||||||
Total | 998 | 1,881 | ||||||
Less — current portion | -603 | -877 | ||||||
Long-term portion | $ | 395 | $ | 1,004 | ||||
Schedule of Future Minimum Principal Payments | Aggregate future minimum principal payments on long-term debt at December 31, 2013 are as follows (in thousands): | |||||||
Year | Amount | |||||||
2015 | $ | 603 | ||||||
2016 | 395 | |||||||
Total minimum principal payments | $ | 998 | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||||||
Summary of Option Activity | The following is a summary of option activity under the 2005 Plan and the 1995 Plan for the year ended December 31, 2014: | ||||||||||||
2005 Stock Incentive Plan | 1995 Stock Option Plan | ||||||||||||
Stock Options | Weighted-Average | Stock Options | Weighted-Average | ||||||||||
Exercise Price | Exercise Price | ||||||||||||
Outstanding at January 1, 2014 | 11,788,100 | $ | 1.87 | 188,150 | $ | 5.04 | |||||||
Granted | 6,418,000 | $ | 5.5 | — | $ | — | |||||||
Exercised | -898,302 | $ | 1.67 | -32,450 | $ | 4.81 | |||||||
Forfeited | -378,450 | $ | 2.79 | — | $ | — | |||||||
Expired | -1,250 | $ | 1.57 | -120,700 | $ | 5.76 | |||||||
Outstanding at December 31, 2014 | 16,928,098 | $ | 3.24 | 35,000 | $ | 2.21 | |||||||
Vested and expected to vest at December 31, 2014 | 15,445,657 | $ | 3.09 | 35,000 | $ | 2.21 | |||||||
Shares exercisable at December 31, 2014 | 6,069,997 | $ | 2.07 | 35,000 | $ | 2.21 | |||||||
Shares available for grant at December 31, 2014 | 4,531,369 | ||||||||||||
Assumptions used to Estimate Grant Date Fair Value of Stock Options granted using Black-Scholes Option-Pricing Model | The fair value of the stock options granted for the years ended December 31, 2014, 2013 and 2012, was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Weighted average fair value of options granted | $2.39 | $1.07 | $0.71 | ||||||||||
Risk-free interest rate | 1.24%-2.22% | 0.54%-1.36% | 0.55%-1.54% | ||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||
Volatility | 52.47%-67.93% | 51.55%-73.72% | 75.5%-78.6% | ||||||||||
Expected term (in years) | 4.04-6.96% | 3.91-7.05% | 3.34-7.09% | ||||||||||
Expected forfeiture rate | 0%-23.15% | 0%-23.15% | 0%-23.15% | ||||||||||
Summary of Restricted Stock Awards Activity | The following is a summary of restricted stock awards activity for the year ended December 31, 2014: | ||||||||||||
Per Share | |||||||||||||
Weighted-Average | |||||||||||||
Number of Shares | Grant-Date Fair | ||||||||||||
Value | |||||||||||||
Outstanding at January 1, 2014 | 16,667 | $ | 1.39 | ||||||||||
Restricted stock granted | 15,000 | $ | 4.48 | ||||||||||
Restricted stock vested | -16,667 | $ | 1.39 | ||||||||||
Restricted stock forfeited | — | $ | — | ||||||||||
Outstanding at December 31, 2014 | 15,000 | $ | 4.48 | ||||||||||
Stock-Based Compensation Expense | The Company recorded stock-based compensation expense for awards issued under the above mentioned plans in the statements of operations as follows (in thousands): | ||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Research and development | $ | 2,843 | $ | 1,262 | $ | 873 | |||||||
General and administrative | 3,247 | 1,218 | 1,218 | ||||||||||
Total stock-based compensation expense | $ | 6,090 | $ | 2,480 | $ | 2,091 | |||||||
Employee Stock Purchase Plan [Member] | |||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||||||||
Assumptions used to Estimate Grant Date Fair Value of Stock Options granted using Black-Scholes Option-Pricing Model | The ESPP is considered compensatory for financial reporting purposes. As such, the fair value of ESPP shares was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: | ||||||||||||
Year Ended | Year Ended | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Range of Black-Scholes fair value of ESPP shares granted | $0.78-$2.08 | $0.78 | |||||||||||
Risk-free interest rate | 0.04%-0.24% | 0.04% | |||||||||||
Dividend yield | 0% | 0% | |||||||||||
Volatility | 50.80%-67.57% | 50.80% | |||||||||||
Expected term (in years) | 0.5-1.5 | 0.5 | |||||||||||
Expected forfeiture rate | 5% | 5% | |||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Summary of Operating Loss Carryforwards [Table Text Block] | The Company losses by jurisdiction are as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Domestic | $ | -76,742 | $ | -48,691 | $ | -28,507 | |||||||
Foreign | -6,205 | -3,292 | — | ||||||||||
Total net loss | $ | -82,947 | $ | -51,983 | $ | -28,507 | |||||||
Components of The Income Tax Provision (Benefit) | The components of the income tax provision are as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current U.S. | $ | — | $ | — | $ | — | |||||||
Current foreign | — | 25 | — | ||||||||||
Deferred | — | — | — | ||||||||||
Net provision | $ | — | $ | 25 | $ | — | |||||||
Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) consist of the following at December 31 (in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
Net operating losses U.S. | $ | 148,451 | $ | 123,907 | |||||||||
Net operating losses foreign | 6,535 | 6,405 | |||||||||||
Research tax credits | 11,068 | 9,175 | |||||||||||
Other | 9,963 | 6,844 | |||||||||||
Total deferred tax assets | 176,017 | 146,331 | |||||||||||
Intangibles | -2,773 | -3,573 | |||||||||||
Other | -321 | -227 | |||||||||||
Total deferred tax liabilities | -3,094 | -3,800 | |||||||||||
Net deferred tax assets | 172,923 | 142,531 | |||||||||||
Less valuation allowance | -172,923 | -142,531 | |||||||||||
Deferred tax assets, net | $ | — | $ | — | |||||||||
Tax Rate Differences | The differences between the U.S. federal statutory tax rate and the Company’s effective tax rate are as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory federal tax rate | -34 | % | -34 | % | -34 | % | |||||||
State income taxes, net of federal benefit | -3 | % | -3 | % | -8 | % | |||||||
Research and development and other tax credits | -2 | % | -7 | % | 0 | % | |||||||
Expiration of net operating losses | 0 | % | 0 | % | 6 | % | |||||||
Other | 2 | % | 3 | % | 3 | % | |||||||
Change in valuation allowance | 37 | % | 41 | % | 33 | % | |||||||
0 | % | 0 | % | 0 | % | ||||||||
Tax Return Reported Federal Net Operating Losses and Tax Credits Available | As of December 31, 2014, the Company had tax return reported federal net operating losses and tax credits available as follows (in thousands): | ||||||||||||
Amount | |||||||||||||
Federal net operating losses expiring through the year 2034 | $ | 402,192 | |||||||||||
Foreign net operating losses (no expiration) | 29,705 | ||||||||||||
Research tax credits expiring through the year 2034 | 10,975 | ||||||||||||
Alternative-minimum tax credit (no expiration) | 94 | ||||||||||||
Reconciliation of Unrecognized Tax Benefits | Tabular Reconciliation of Unrecognized Tax Benefits (in thousands): | ||||||||||||
Amount | |||||||||||||
Unrecognized tax benefits as of January 1, 2013 | $ | 4,801 | |||||||||||
Gross increases — tax positions in prior period | — | ||||||||||||
Gross decreases — tax positions in prior period | — | ||||||||||||
Gross increases — current-period tax positions | — | ||||||||||||
Increases (decreases) from settlements | — | ||||||||||||
Unrecognized tax benefits as of December 31, 2013 | $ | 4,801 | |||||||||||
Gross increases — tax positions in prior period | — | ||||||||||||
Gross decreases — tax positions in prior period | — | ||||||||||||
Gross increases — current-period tax positions | — | ||||||||||||
Increases (decreases) from settlements | — | ||||||||||||
Unrecognized tax benefits as of December 31, 2014 | $ | 4,801 | |||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Future Minimum Rental Commitments Under Operating Leases | Future minimum rental commitments under non-cancelable leases as of December 31, 2014 are as follows (in thousands): | ||||
Year | Operating Leases | ||||
2015 | $ | 4,903 | |||
2016 | 4,934 | ||||
2017 | 2,911 | ||||
2018 | 2,500 | ||||
2019 | 2,563 | ||||
Thereafter | 10,439 | ||||
Total minimum lease payments | $ | 28,250 | |||
Quarterly_Financial_Informatio1
Quarterly Financial Information (Unaudited) ( Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Quarterly Information | The Company’s unaudited quarterly information for the years ended December 31, 2014 and 2013 is as follows: | |||||||||||||
Quarter Ended | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
(in thousands, except per share data) | ||||||||||||||
2014:00:00 | ||||||||||||||
Revenue | $ | 7,462 | $ | 8,259 | $ | 8,214 | $ | 6,724 | ||||||
Net loss | $ | -13,810 | $ | -17,864 | $ | -19,727 | $ | -31,546 | ||||||
Net loss per share | $ | -0.07 | $ | -0.08 | $ | -0.08 | $ | -0.13 | ||||||
Quarter Ended | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
(in thousands, except per share data) | ||||||||||||||
2013:00:00 | ||||||||||||||
Revenue | $ | 3,833 | $ | 3,531 | $ | 4,802 | $ | 8,748 | ||||||
Net loss | $ | -9,996 | $ | -12,633 | $ | -15,300 | $ | -14,054 | ||||||
Net loss per share | $ | -0.07 | $ | -0.08 | $ | -0.09 | $ | -0.07 | ||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Narrative) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2013 | |
Number of shares excluded from the computation of net loss per share | 16,978,098 | 11,992,918 | 12,732,383 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.5 | |||
Share Price | $2.68 | |||
Foreign currency translation adjustment | ($6,500,000) | $200,000 | ||
Restricted Cash and Cash Equivalents, Noncurrent | 800,000 | 800,000 | ||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Goodwill | 25,400,000 | 25,424,000 | ||
Accrued Expenses After Retrospective Adjustment | 10,400,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 800,000 | |||
Scenario, Previously Reported [Member] | ||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Goodwill | 26,200,000 | |||
Accrued Expenses Before Retrospective Adjustment | $11,200,000 | |||
Maximum [Member] | ||||
Property, Plant and Equipment, Useful Life | 7 years | |||
Minimum [Member] | ||||
Property, Plant and Equipment, Useful Life | 3 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Cash and Equivalents) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $32,335 | $119,471 | $17,399 | $14,104 |
Cash [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 4,481 | 4,251 | ||
Money market funds [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 20,354 | 100,049 | ||
Government-backed security [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 7,500 | 0 | ||
Corporate debt securities [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $0 | $15,171 |
Acquisition_Narrative_Details
Acquisition (Narrative) (Details) (USD $) | 12 Months Ended | ||
Share data in Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Novavax shares issued for Isconova AB shares acquired | 15.6 | ||
Value of shares of Novavax Common Stock issued | $41,900,000 | ||
Cash paid to Isconova warrant holders | 171,000 | 0 | 0 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 17 years | ||
Transaction costs | 1,300,000 | ||
Other non-current liabilities | 1,639,000 | 1,763,000 | |
Business Acquisition Percentage of Voting Interests Acquired During Period | 99.50% | ||
Novavax AB [Member] | |||
Cash paid to Isconova warrant holders | 22,000 | ||
Other non-current liabilities | $1,500,000 | ||
Business Acquisition Percentage of Voting Interests Acquired During Period | 0.50% | ||
Proprietary Adjuvant Technology [Member] [Member] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years | ||
Maximum [Member] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years | ||
Minimum [Member] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years |
Acquisition_Schedule_of_Assets
Acquisition (Schedule of Assets Acquired and Liabilities Assumed) (Details) (USD $) | Dec. 31, 2013 | Jul. 31, 2013 |
In Thousands, unless otherwise specified | ||
Cash and cash equivalents | $3,056 | |
Accounts receivable - billed | 447 | |
Prepaid expenses and other assets | 1,092 | |
Property and equipment | 165 | |
Intangible assets | 16,620 | |
Goodwill | 25,400 | 25,424 |
Accounts payable and other current liabilities | -2,994 | |
Capital leases | -94 | |
Notes payable | -193 | |
Other non-current liabilities | -1,559 | |
Total purchase price | $41,964 |
Acquisition_Unaudited_Pro_Form
Acquisition (Unaudited Pro Forma Financial Information of Operations) (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue | $22,785 | $24,810 |
Net loss | ($55,594) | ($35,042) |
Basic and diluted net loss per share | ($0.31) | ($0.24) |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Level 1 [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | $20,354 | $101,839 |
Level 1 [Member] | Auction Rate Securities [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 0 | 1,790 |
Level 1 [Member] | Money market funds [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 20,354 | 100,049 |
Level 1 [Member] | Government-backed security [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 0 | 0 |
Level 1 [Member] | Asset-backed securities [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 0 | 0 |
Level 1 [Member] | Corporate Debt Securities [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 0 | 0 |
Level 2 [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 143,221 | 26,978 |
Level 2 [Member] | Auction Rate Securities [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 0 | 0 |
Level 2 [Member] | Money market funds [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 0 | 0 |
Level 2 [Member] | Government-backed security [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 7,500 | 0 |
Level 2 [Member] | Asset-backed securities [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 46,624 | 0 |
Level 2 [Member] | Corporate Debt Securities [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 89,097 | 26,978 |
Level 3 [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 0 | 0 |
Level 3 [Member] | Auction Rate Securities [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 0 | 0 |
Level 3 [Member] | Money market funds [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 0 | 0 |
Level 3 [Member] | Government-backed security [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 0 | 0 |
Level 3 [Member] | Asset-backed securities [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | 0 | 0 |
Level 3 [Member] | Corporate Debt Securities [Member] | ||
Assets | ||
Total cash equivalents and marketable securities | $0 | $0 |
Marketable_Securities_Narrativ
Marketable Securities (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Gross Unrealized Loss | $73,000 | $0 |
Available-For-Sale Securities Number of Securities Owned | 41 | |
Available-For-Sale Securities Number Of Securities Owned Unrealized Losses | 38 | |
Available-for-sale Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Gross Unrealized Loss | 100,000 | |
Auction Rate Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Sale proceeds | 1,800,000 | |
Available-for-sale Securities, Gross Realized Gains | 600,000 | |
Available-for-sale Securities, Gross Unrealized Loss | $0 | $0 |
Marketable_Securities_Marketab
Marketable Securities (Marketable securities classified as available-for-sale) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $135,786 | $12,981 |
Gross Unrealized Gains | 8 | 616 |
Gross Unrealized Losses | -73 | 0 |
Fair Value | 135,721 | 13,597 |
Auction Rate Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 0 | 1,175 |
Gross Unrealized Gains | 0 | 615 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 0 | 1,790 |
Asset-backed securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 46,660 | 0 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | -36 | 0 |
Fair Value | 46,624 | 0 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 89,126 | 11,806 |
Gross Unrealized Gains | 8 | 1 |
Gross Unrealized Losses | -37 | 0 |
Fair Value | $89,097 | $11,807 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Narrative) (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Amortization of Intangible Assets | $1.10 | $0.50 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Schedule of Goodwill) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Beginning balance | $58,707 | $33,141 |
Goodwill resulting from acquisition of business | 0 | 25,424 |
Currency translation | -4,095 | 142 |
Ending balance | $54,612 | $58,707 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Schedule of Identifiable Intangible Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $13,884 | $16,713 |
Accumulated Amortization | -1,307 | -463 |
Intangible Assets, Net | 12,577 | 16,250 |
Collaboration agreements [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,319 | 5,199 |
Accumulated Amortization | -629 | -223 |
Intangible Assets, Net | 3,690 | 4,976 |
Proprietary adjuvant technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,565 | 11,514 |
Accumulated Amortization | -678 | -240 |
Intangible Assets, Net | $8,887 | $11,274 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Schedule of Estimated Amortization Expense) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
2015 | $923 |
2016 | 923 |
2017 | 923 |
2018 | 923 |
2019 | $923 |
US_Government_Agreement_Joint_1
U.S. Government Agreement, Joint Venture and Collaborations (Details) (USD $) | 12 Months Ended | 47 Months Ended | 1 Months Ended | 30 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Oct. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Feb. 28, 2011 | Oct. 31, 2013 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Ownership percentage | 20.00% | 20.00% | 20.00% | ||||||
Government contracts | $26,213,000 | $17,708,000 | $20,671,000 | ||||||
Research and development collaborations | 4,446,000 | 3,207,000 | 1,405,000 | ||||||
Cadila [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Joint Venture Percentage Owned By Others | 80.00% | 80.00% | 80.00% | ||||||
HHS BARDA Contract [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Government contracts | 26,000,000 | 78,000,000 | |||||||
Trial costs incurred | 2,900,000 | ||||||||
Government Contract Receivable | 97,000,000 | ||||||||
HHS BARDA Option for Additional Period [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Contract term | 2 years | ||||||||
Government Contract Receivable | 70,000,000 | 70,000,000 | 70,000,000 | ||||||
License Agreement with LG Life Sciences, Ltd. [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Upfront license payment | 2,500,000 | ||||||||
PATH Vaccine Solutions [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Research and development collaborations | 2,600,000 | 6,400,000 | |||||||
Research and development collaboration increase | 400,000 | ||||||||
Contract | $1,000,000 | $3,500,000 | $2,000,000 |
Other_Financial_Information_Na
Other Financial Information (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Depreciation, Depletion and Amortization | $4.40 | $2.60 | $1.70 |
Machinery and Equipment [Member] | |||
Payments to Acquire Machinery and Equipment | 0.4 | 0.6 | |
Accumulated depreciation | $0.20 | $0.20 |
Other_Financial_Information_Pr
Other Financial Information (Prepaid Expenses and Other Current Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Laboratory supplies | $7,564 | $1,754 |
Other prepaid expenses and other current assets | 1,631 | 1,863 |
Prepaid expenses and other current assets | $9,195 | $3,617 |
Other_Financial_Information_Pr1
Other Financial Information (Property and Equipment, Net) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property and equipment | $31,007 | $23,671 |
Less B accumulated depreciation and amortization | -11,270 | -9,420 |
Property and equipment, net | 19,737 | 14,251 |
Machinery and Equipment [Member] | ||
Property and equipment | 16,712 | 11,951 |
Leasehold Improvements [Member] | ||
Property and equipment | 8,843 | 8,192 |
Computer Software And Hardware [Member] | ||
Property and equipment | 1,733 | 1,200 |
Construction in Progress [Member] | ||
Property and equipment | $3,719 | $2,328 |
Other_Financial_Information_Ac
Other Financial Information (Accrued Expenses) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Employee benefits and compensation | $8,597 | $5,323 |
Research and development accruals | 9,826 | 3,657 |
Other accrued expenses | 974 | 1,431 |
Accrued expenses | $19,397 | $10,411 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2012 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $2 | |
Debt Instrument, Basis Spread on Variable Rate | 11.68% | |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 12.10% | |
Debt Instrument Term Extended | 42 months | |
Proceeds from Issuance of Debt | $2 |
LongTerm_Debt_Notes_Payable_De
Long-Term Debt (Notes Payable) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Total | $998 | $1,881 |
Less - current portion | -603 | -877 |
Long-term portion | 395 | 1,004 |
Equipment Loan [Member] | ||
Total | 967 | 1,538 |
Loan Agreement [Member] | ||
Total | 0 | 200 |
Bank Loans [Member] | ||
Total | $31 | $143 |
LongTerm_Debt_Notes_Payable_Pa
Long-Term Debt (Notes Payable) (Parenthetical) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Equipment Loan [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate During Period | 12.10% |
Debt Instrument, Periodic Payment | $48 |
Loan Agreements [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate During Period | 3.00% |
Bank Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Periodic Payment | $22 |
Maximum [Member] | Bank Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate During Period | 8.50% |
Minimum [Member] | Bank Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate During Period | 7.50% |
LongTerm_Debt_Loan_Agreements_
Long-Term Debt (Loan Agreements) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
2015 | $603 |
2016 | 395 |
Total minimum principal payments | $998 |
Warrant_Liability_Narrative_De
Warrant Liability (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Jul. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2012 |
Issuance of common stock, shares | 6,686,650 | ||
Proceeds from direct offering | $17.50 | ||
Aggregate shares common stock callable by warrants | 3,343,325 | ||
Exercise price of warrants | $3.62 | ||
Change in fair value of warrant liability | $0.30 | $0.10 |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||
Jul. 31, 2008 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2014 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares sold | 6,686,650 | |||||
Proceeds from shares sold | $107,895,000 | $170,590,000 | $53,155,000 | |||
Second Public Offering [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sales per share price range | $3.14 | |||||
Shares sold | 31,846,950 | |||||
Common stock issued upon exercise in full over-allotment granted | 4,153,950 | |||||
Proceeds from shares sold | 95,000,000 | |||||
2012 Sales Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Available proceeds | 15,000,000 | |||||
Shares sold | 12,600,000 | |||||
Proceeds from shares sold | 34,000,000 | |||||
First Public Offering [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sales per share price range | $4 | |||||
Shares sold | 28,750,000 | |||||
Common stock issued upon exercise in full over-allotment granted | 3,750,000 | |||||
Proceeds from shares sold | 108,000,000 | |||||
Minimum [Member] | 2012 Sales Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sales per share price range | $2.06 | |||||
Maximum [Member] | 2012 Sales Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sales per share price range | $3.38 | |||||
Common stock authorized for issuance under prior shelf registration statement with SEC, dollar amount | $50,000,000 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value of stock options exercised | $3,400,000 | $600,000 | $100,000 |
Unrecognized compensation expense | 13,300,000 | ||
Unrecognized compensation expense, recognition period | 1 year 3 months 18 days | ||
Stock-based compensation expense | 6,090,000 | 2,480,000 | 2,091,000 |
Aggregate intrinsic value of stock options exercisable | 23,600,000 | ||
Weighted-average remaining contractual term of stock options exercisable | 6 years 3 months 18 days | ||
Aggregate intrinsic value of options vested and expected to vest | 44,300,000 | ||
Weighted average remaining contractual term of options vested and expected to vest | 7 years 7 months 6 days | ||
Non-employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 300,000 | 100,000 | |
2005 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for issuance | 26,312,192 | ||
Maximum term of options | 10 years | ||
Minimum grant price, percent of common stock fair value | 100.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 4,000,000 | ||
1995 Stock Option Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for issuance | 5,746,468 | ||
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for issuance | 1,619,202 | 2,000,000 | |
Stock-based compensation expense | $700,000 | $100,000 | |
Employee Stock Purchase Plan [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for issuance | 3,000,000 |
StockBased_Compensation_Summar
Stock-Based Compensation (Summary of Option Activity) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
2005 Stock Incentive Plan [Member] | |
Stock Options | |
Outstanding at January 1, 2014 | 11,788,100 |
Granted | 6,418,000 |
Exercised | -898,302 |
Forfeited | -378,450 |
Expired | -1,250 |
Outstanding at December 31, 2014 | 16,928,098 |
Vested and expected to vest at December 31, 2014 | 15,445,657 |
Shares exercisable at December 31, 2014 | 6,069,997 |
Shares available for grant at December 31, 2014 | 4,531,369 |
Weighted-Average Exercise Price | |
Outstanding at January 1, 2014 | $1.87 |
Granted | $5.50 |
Exercised | $1.67 |
Forfeited | $2.79 |
Expired | $1.57 |
Outstanding at December 31, 2014 | $3.24 |
Vested and expected to vest at December 31, 2014 | $3.09 |
Shares exercisable at December 31, 2014 | $2.07 |
1995 Stock Option Plan [Member] | |
Stock Options | |
Outstanding at January 1, 2014 | 188,150 |
Granted | 0 |
Exercised | -32,450 |
Forfeited | 0 |
Expired | -120,700 |
Outstanding at December 31, 2014 | 35,000 |
Vested and expected to vest at December 31, 2014 | 35,000 |
Shares exercisable at December 31, 2014 | 35,000 |
Weighted-Average Exercise Price | |
Outstanding at January 1, 2014 | $5.04 |
Granted | $0 |
Exercised | $4.81 |
Forfeited | $0 |
Expired | $5.76 |
Outstanding at December 31, 2014 | $2.21 |
Vested and expected to vest at December 31, 2014 | $2.21 |
Shares exercisable at December 31, 2014 | $2.21 |
StockBased_Compensation_Assump
Stock-Based Compensation (Assumptions Used in Estimation of Fair Value of Stock) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value of options granted | $2.39 | $1.07 | $0.71 |
Risk-free interest rate, minimum | 1.24% | 0.54% | 0.55% |
Risk-free interest rate, maximum | 2.22% | 1.36% | 1.54% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility, minimum | 52.47% | 51.55% | 75.50% |
Volatility, maximum | 67.93% | 73.72% | 78.60% |
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value of options granted | $0.78 | ||
Risk-free interest rate, minimum | 0.04% | ||
Risk-free interest rate | 0.04% | ||
Risk-free interest rate, maximum | 0.24% | ||
Dividend yield | 0.00% | 0.00% | |
Volatility, minimum | 50.80% | ||
Volatility | 50.80% | ||
Volatility, maximum | 67.57% | ||
Expected term (in years) | 6 months | ||
Expected forfeiture rate | 5.00% | 5.00% | |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years 14 days | 3 years 10 months 28 days | 3 years 4 months 2 days |
Expected forfeiture rate | 0.00% | 0.00% | 0.00% |
Minimum [Member] | Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value of options granted | $0.78 | ||
Expected term (in years) | 6 months | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 11 months 16 days | 7 years 18 days | 7 years 1 month 2 days |
Expected forfeiture rate | 23.15% | 23.15% | 23.15% |
Maximum [Member] | Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value of options granted | $2.08 | ||
Expected term (in years) | 1 year 6 months |
StockBased_Compensation_Summar1
Stock-Based Compensation (Summary of Restricted Stock Awards Activity) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Number of shares | |
Outstanding at January 1, 2014 | 16,667 |
Restricted stock granted | 15,000 |
Restricted stock vested | -16,667 |
Restricted stock forfeited | 0 |
Outstanding at December 31, 2014 | 15,000 |
Per Share Weighted-Average Grant-Date Fair Value | |
Outstanding at January 1, 2014 | $1.39 |
Restricted stock granted | $4.48 |
Restricted stock vested | $1.39 |
Restricted stock forfeited | $0 |
Outstanding at December 31, 2014 | $4.48 |
StockBased_Compensation_StockB
Stock-Based Compensation (Stock-Based Compensation Expense) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $6,090 | $2,480 | $2,091 |
Research and development [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 2,843 | 1,262 | 873 |
General and administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $3,247 | $1,218 | $1,218 |
Employee_Benefits_Narrative_De
Employee Benefits (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Maximum contribution percentage of compensation | 100.00% | ||
Employer match percentage | 50.00% | 25.00% | |
Percentage of employee deferral eligible for employer matching contribution | 6.00% | ||
Contributions to employee benefits plan | $0.50 | $0.40 | $0.10 |
Contributions and other expenses related to foreign subsidiary | $0.40 | $0.20 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $30.40 | $7.10 | $9.40 |
Stock compensation deductions | $5 | $2.40 |
Income_Taxes_losses_by_jurisdi
Income Taxes (losses by jurisdiction) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net loss | ($31,546) | ($19,727) | ($17,864) | ($13,810) | ($14,054) | ($15,300) | ($12,633) | ($9,996) | ($82,947) | ($51,983) | ($28,507) |
Domestic Tax Authority [Member] | |||||||||||
Net loss | -76,742 | -48,691 | -28,507 | ||||||||
Foreign Tax Authority [Member] | |||||||||||
Net loss | ($6,205) | ($3,292) | $0 |
Income_Taxes_Components_of_The
Income Taxes (Components of The Income Tax Provision (Benefit) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current U.S. | $0 | $0 | $0 |
Current foreign | 0 | 25 | 0 |
Deferred | 0 | 0 | 0 |
Net provision | $0 | $25 | $0 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets (Liabilities)) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Net operating losses U.S. | $148,451 | $123,907 |
Net operating losses foreign | 6,535 | 6,405 |
Research tax credits | 11,068 | 9,175 |
Other | 9,963 | 6,844 |
Total deferred tax assets | 176,017 | 146,331 |
Intangibles | -2,773 | -3,573 |
Other | -321 | -227 |
Total deferred tax liabilities | -3,094 | -3,800 |
Net deferred tax assets | 172,923 | 142,531 |
Less valuation allowance | -172,923 | -142,531 |
Deferred tax assets, net | $0 | $0 |
Income_Taxes_Tax_Rates_Details
Income Taxes (Tax Rates) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Statutory federal tax rate | -34.00% | -34.00% | -34.00% |
State income taxes, net of federal benefit | -3.00% | -3.00% | -8.00% |
Research and development and other tax credits | -2.00% | -7.00% | 0.00% |
Expiration of net operating losses | 0.00% | 0.00% | 6.00% |
Other | 2.00% | 3.00% | 3.00% |
Change in valuation allowance | 37.00% | 41.00% | 33.00% |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Income_Taxes_Tax_Return_Report
Income Taxes (Tax Return Reported Federal Net Operating Losses and Tax Credits) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Federal [Member] | |
Net operating losses | $402,192 |
Net operating losses carried forward, expiration date | 31-Dec-34 |
Foreign [Member] | |
Net operating losses | 29,705 |
Research Tax Credit [Member] | |
Tax credit | 10,975 |
Tax credit carryforwards, expiration date | 31-Dec-34 |
Alternative Minimum Tax [Member] | |
Tax credit | $94 |
Income_Taxes_Reconciliation_of
Income Taxes (Reconciliation of Unrecognized Tax Benefits) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Unrecognized tax benefits, balance | $4,801 | $4,801 |
Gross increases B tax positions in prior period | 0 | 0 |
Gross decreases B tax positions in prior period | 0 | 0 |
Gross increases B current-period tax positions | 0 | 0 |
Increases (decreases) from settlements | 0 | 0 |
Unrecognized tax benefits, balance | $4,801 | $4,801 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Narrative) (Details) (USD $) | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | |
Tenant Improvement Allowance | $2,500,000 | $2,500,000 | ||
Additional Tenant Improvement Allowance | 3,000,000 | 3,000,000 | ||
Payments for (Proceeds from) Tenant Allowance | 500,000 | 700,000 | ||
Purchase Obligation Minimum Payment Threshold | 2,000,000 | 2,000,000 | ||
Purchase obligation, percent of shortfall used to calculate remaining obligation | 50.00% | 50.00% | ||
Rent expense | 3,600,000 | 3,400,000 | 3,200,000 | |
Purchase obligation, minimum amount | 7,500,000 | 7,500,000 | ||
Contingent Payment Amount | 14,000,000 | 14,000,000 | ||
Aggregate amount of payments made under license agreement | 6,400,000 | |||
License fees | 200,000 | 300,000 | ||
Purchase Obligation Services Received | 2,700,000 | 2,700,000 | ||
Total Tenant Improvement Allowance | 5,500,000 | 5,500,000 | ||
Accrued Liabilities, Current | 19,397,000 | 10,411,000 | 19,397,000 | |
Research and Development Expense [Member] | ||||
Accrued Liabilities, Current | 3,000,000 | 3,000,000 | ||
Master Services Agreement [Member] | ||||
Purchase obligation, minimum amount | 1,800,000 | 1,800,000 | ||
CPL Biologicals [Member] | ||||
Purchase Obligation Services Received | 1,000,000 | 1,000,000 | ||
Cadila [Member] | ||||
Purchase Obligation Services Received | $5,700,000 | $5,700,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Future Minimum Rental Commitments) (Details) (Operating Leases [Member], USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Leases [Member] | |
Operating Leased Assets [Line Items] | |
2015 | $4,903 |
2016 | 4,934 |
2017 | 2,911 |
2018 | 2,500 |
2019 | 2,563 |
Thereafter | 10,439 |
Total minimum lease payments | $28,250 |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Related Party Transaction [Line Items] | ||
Purchase Obligation | $7.50 | |
Purchase Commitment Aggregate Amount Incurred Towards Total Commitment | 5.7 | |
Due to Related Parties | $0.40 | $0.40 |
Subsidiary of Cadila [Member] | ||
Related Party Transaction [Line Items] | ||
Common Stock Shares Outstanding Related Party Transactions | 7.5 |
Quarterly_Financial_Informatio2
Quarterly Financial Information (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Revenue | $6,724 | $8,214 | $8,259 | $7,462 | $8,748 | $4,802 | $3,531 | $3,833 | $30,659 | $20,915 | $22,076 |
Net loss | ($31,546) | ($19,727) | ($17,864) | ($13,810) | ($14,054) | ($15,300) | ($12,633) | ($9,996) | ($82,947) | ($51,983) | ($28,507) |
Net loss per share | ($0.13) | ($0.08) | ($0.08) | ($0.07) | ($0.07) | ($0.09) | ($0.08) | ($0.07) | ($0.37) | ($0.31) | ($0.22) |