Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 23, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | NOVAVAX INC | ||
Entity Central Index Key | 1,000,694 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 1,646,900,000 | ||
Trading Symbol | NVAX | ||
Entity Common Stock, Shares Outstanding | 271,947,036 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 144,353 | $ 93,108 |
Marketable securities | 91,126 | 137,548 |
Restricted cash | 30,314 | 34,964 |
Accounts receivable | 233 | 2,320 |
Prepaid expenses and other current assets | 21,804 | 19,317 |
Total current assets | 287,830 | 287,257 |
Restricted cash | 4,590 | 2,422 |
Property and equipment, net | 40,184 | 32,342 |
Intangible assets, net | 9,225 | 10,793 |
Goodwill | 51,673 | 53,065 |
Other non-current assets | 799 | 159 |
Total assets | 394,301 | 386,038 |
Current liabilities: | ||
Accounts payable | 5,685 | 11,889 |
Accrued expenses | 24,508 | 26,734 |
Accrued interest | 5,078 | 0 |
Deferred revenue | 30,079 | 34,469 |
Notes payable | 0 | 395 |
Other current liabilities | 1,056 | 3,007 |
Total current liabilities | 66,406 | 76,494 |
Deferred revenue | 2,500 | 4,171 |
Convertible notes payable | 316,339 | 0 |
Other non-current liabilities | 14,602 | 12,704 |
Total liabilities | 399,847 | 93,369 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.01 par value, 2,000,000 shares authorized; no shares issued and outstanding at December 31, 2016 and 2015 | 0 | 0 |
Common stock, $0.01 par value, 600,000,000 shares authorized at December 31, 2016 and 2015; and 271,701,397 shares issued and 271,245,967 shares outstanding at December 31, 2016 and 270,426,662 shares issued and 269,971,232 shares outstanding at December 31, 2015 | 2,717 | 2,704 |
Additional paid-in capital | 935,997 | 951,569 |
Accumulated deficit | (929,996) | (650,030) |
Treasury stock, 455,430 shares, cost basis at both December 31, 2016 and 2015 | (2,450) | (2,450) |
Accumulated other comprehensive loss | (11,814) | (9,124) |
Total stockholders’ equity (deficit) | (5,546) | 292,669 |
Total liabilities and stockholders’ equity (deficit) | $ 394,301 | $ 386,038 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
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 | 600,000,000 | 600,000,000 |
Common stock, shares issued | 271,701,397 | 270,426,662 |
Common stock, shares outstanding | 271,245,967 | 269,971,232 |
Treasury stock, shares | 455,430 | 455,430 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
Government contracts | $ 2,184 | $ 33,344 | $ 26,213 |
Research and development collaborations | 13,169 | 2,906 | 4,446 |
Total revenue | 15,353 | 36,250 | 30,659 |
Expenses: | |||
Research and development | 237,939 | 162,644 | 94,422 |
General and administrative | 46,527 | 30,842 | 19,928 |
Total expenses | 284,466 | 193,486 | 114,350 |
Loss from operations | (269,113) | (157,236) | (83,691) |
Other income (expense): | |||
Investment income | 2,143 | 660 | 286 |
Interest expense | (12,965) | (241) | (157) |
Other income | (31) | (120) | 0 |
Realized gains on marketable securities | 0 | 0 | 615 |
Net loss | $ (279,966) | $ (156,937) | $ (82,947) |
Basic and diluted net loss per share | $ (1.03) | $ (0.60) | $ (0.37) |
Basic and diluted weighted average number of common shares outstanding | 270,802 | 262,248 | 225,848 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net loss | $ (279,966) | $ (156,937) | $ (82,947) |
Other comprehensive income (loss): | |||
Net unrealized gains (losses) on marketable securities available-for-sale | 54 | 42 | (65) |
Reclassification adjustment for gains included in net loss | 0 | 0 | (615) |
Foreign currency translation adjustment | (2,744) | (2,561) | (6,764) |
Other comprehensive loss | (2,690) | (2,519) | (7,444) |
Comprehensive loss | $ (282,656) | $ (159,456) | $ (90,391) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance beginning at Dec. 31, 2013 | $ 203,234 | $ 2,091 | $ 612,900 | $ (410,146) | $ (2,450) | $ 839 |
Balance (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 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 | |||||
Non-cash compensation cost for stock options, ESPP and restricted stock | 13,431 | $ 0 | 13,431 | 0 | 0 | 0 |
Exercise of stock options/Purchase under ESPP | 4,801 | $ 19 | 4,782 | 0 | 0 | 0 |
Exercise of stock options/Purchase under ESPP, shares | 1,950,748 | |||||
Restricted stock issued as compensation | 0 | $ 0 | 0 | 0 | 0 | 0 |
Restricted stock issued as compensation, shares | 25,000 | |||||
Issuance of common stock | 204,275 | $ 292 | 203,983 | 0 | 0 | 0 |
Issuance of common stock,shares | 29,163,620 | |||||
Unrealized loss on marketable securities | 42 | $ 0 | 0 | 0 | 0 | 42 |
Foreign currency translation adjustment | (2,561) | 0 | 0 | 0 | 0 | (2,561) |
Net loss | (156,937) | 0 | 0 | (156,937) | 0 | 0 |
Balance ending at Dec. 31, 2015 | 292,669 | $ 2,704 | 951,569 | (650,030) | (2,450) | (9,124) |
Balance ending (in shares) at Dec. 31, 2015 | 270,426,662 | |||||
Non-cash compensation cost for stock options, ESPP and restricted stock | 19,160 | $ 0 | 19,160 | 0 | 0 | 0 |
Exercise of stock options/Purchase under ESPP | 3,802 | $ 13 | 3,789 | 0 | 0 | 0 |
Exercise of stock options/Purchase under ESPP, shares | 1,254,735 | |||||
Restricted stock issued as compensation | 0 | $ 0 | 0 | 0 | 0 | 0 |
Restricted stock issued as compensation, shares | 20,000 | |||||
Payment of capped call transactions and costs | (38,521) | (38,521) | 0 | 0 | 0 | |
Unrealized loss on marketable securities | 54 | $ 0 | 0 | 0 | 0 | 54 |
Foreign currency translation adjustment | (2,744) | 0 | 0 | 0 | 0 | (2,744) |
Net loss | (279,966) | 0 | 0 | (279,966) | 0 | 0 |
Balance ending at Dec. 31, 2016 | $ (5,546) | $ 2,717 | $ 935,997 | $ (929,996) | $ (2,450) | $ (11,814) |
Balance ending (in shares) at Dec. 31, 2016 | 271,701,397 |
CONSOLIDATED STATEMENTS OF CHA7
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Issuance of common stock, issuance costs | $ 11,912 | $ 7,105 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities: | |||
Net loss | $ (279,966) | $ (156,937) | $ (82,947) |
Reconciliation of net loss to net cash used in operating activities: | |||
Depreciation and amortization | 8,505 | 5,983 | 4,424 |
Loss on disposal of property and equipment | 374 | 681 | 534 |
Amortization of net premiums on marketable securities | 257 | 1,217 | 415 |
Amortization of debt issuance costs | 1,305 | 0 | 0 |
Lease incentives received | 1,963 | 2,792 | 452 |
Non-cash stock-based compensation | 19,160 | 13,431 | 6,090 |
Realized gains on marketable securities | 0 | 0 | (615) |
Other | 406 | 243 | 60 |
Changes in operating assets and liabilities: | |||
Restricted cash | 3,301 | (36,204) | 1,120 |
Accounts receivable | 2,072 | 8,479 | (3,817) |
Prepaid expenses and other assets | (3,191) | (10,269) | (5,904) |
Accounts payable and accrued expenses | (4,808) | 9,075 | 13,979 |
Deferred revenue | (6,057) | 36,140 | (253) |
Other liabilities | 1,212 | (721) | (552) |
Net cash used in operating activities | (255,467) | (126,090) | (67,014) |
Investing Activities: | |||
Capital expenditures | (18,213) | (18,286) | (7,268) |
Proceeds from disposal of property and equipment | 11 | 18 | 39 |
Purchases of marketable securities | (356,556) | (228,521) | (176,469) |
Proceeds from sales, maturities and redemptions of marketable securities | 402,775 | 225,519 | 53,865 |
Net cash provided by (used in) investing activities | 28,017 | (21,270) | (129,833) |
Financing Activities: | |||
Principal payments of capital leases | (71) | (67) | (124) |
Principal payments of notes payable | (395) | (600) | (671) |
Changes in restricted cash | (819) | (126) | (2) |
Cash paid with acquisition | 0 | 0 | (171) |
Proceeds from issuance of convertible notes | 325,000 | 0 | 0 |
Payments of costs related to issuance of convertible notes | (9,966) | 0 | 0 |
Payments for capped call transactions and costs | (38,521) | 0 | 0 |
Net proceeds from sales of common stock | 0 | 204,275 | 107,896 |
Proceeds from the exercise of stock options and employee stock purchases | 3,802 | 4,801 | 2,789 |
Net cash provided by financing activities | 279,030 | 208,283 | 109,717 |
Effect of exchange rate on cash and cash equivalents | (335) | (150) | (6) |
Net increase (decrease) in cash and cash equivalents | 51,245 | 60,773 | (87,136) |
Cash and cash equivalents at beginning of year | 93,108 | 32,335 | 119,471 |
Cash and cash equivalents at end of year | 144,353 | 93,108 | 32,335 |
Supplemental disclosure of non-cash activities: | |||
Capital expenditures included in accounts payable and accrued expenses | 697 | 2,797 | 2,615 |
Supplemental disclosure of cash flow information: | |||
Cash interest payments | $ 6,189 | $ 96 | $ 179 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization [Abstract] | |
Organization | Note 1 Organization Novavax, Inc. (“Novavax,” and together with its wholly owned subsidiary, “Novavax AB,” the “Company”) is a clinical-stage biotechnology company focused on the discovery, development and commercialization of recombinant nanoparticle vaccines and adjuvants. Using innovative proprietary recombinant nanoparticle vaccine technology, the Company produces vaccine candidates to efficiently and effectively respond to both known and emerging disease threats. The Company’s vaccine candidates are genetically engineered three-dimensional nanostructures that incorporate recombinant proteins critical to disease pathogenesis. The Company’s product pipeline targets a variety of infectious diseases, with clinical vaccine candidates for respiratory syncytial virus (“RSV”) and Ebola virus (“EBOV”), and preclinical programs for Zika virus (“ZIKV”), seasonal influenza and a combination respiratory vaccine candidate, as well as other infectious disease vaccine candidates. |
Operations
Operations | 12 Months Ended |
Dec. 31, 2016 | |
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 preclinical studies and clinical testing, and regulatory approval prior to commercial use. As a clinical-stage biotechnology company, the Company has primarily funded its operations from proceeds through the sale of its common stock in equity offerings, the issuance of convertible debt and revenue under its prior contract with the Department of Health and Human Services, Biomedical Advanced Research and Development Authority (“HHS BARDA”) and, to a lesser degree, revenue under the grant agreement with the Bill & Melinda Gates Foundation (“BMGF”) and its prior contract with PATH Vaccine Solutions (“PATH”). Following the results of the top-line data from the Phase 3 clinical trial of its RSV F Vaccine in older adults, on November 9, 2016, the Company announced a restructuring plan that included an immediate reduction in workforce of approximately 30 3.6 2.9 0.7 1.1 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 Summary of Significant Accounting Policies The consolidated financial statements include the accounts of Novavax, Inc. and its wholly owned subsidiary, Novavax AB. All intercompany accounts and transactions have been eliminated in consolidation. 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. 2016 2015 Cash $ 17,481 $ 29,569 Money market funds 95,896 14,950 Government-backed securities 19,000 20,000 Asset-backed securities 8,185 Corporate debt securities 11,976 20,404 Cash and cash equivalents $ 144,353 $ 93,108 Cash equivalents are recorded at cost, which approximate fair value due to their short-term nature. Marketable securities consist 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 (expense) in the consolidated statements of operations. 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 funds, 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. The Company applies Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures 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. The Company’s current and noncurrent restricted cash includes payments received under the Grant Agreement (see Note 7) and cash collateral accounts under letters of credit that serve as security deposits for certain facility leases. The Company will utilize the Grant Agreement funds as it incurs expenses for services performed under the agreement. At December 31, 2016 and 2015, the restricted cash balances consist of payments received under the Grant Agreement of $ 33.2 36.5 1.7 0.9 Accounts receivable includes amounts billed and unbilled for which work has been performed, though invoicing has not yet occurred. Historically, receivables arose primarily from the Company’s contract with HHS BARDA and were reported at amounts expected to be collected in future periods. No allowance for doubtful accounts is deemed necessary. 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. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable based on the criteria for accounting for the impairment or disposal of long-lived assets under ASC Topic 360, Property, Plant and Equipment. 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 has one 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 to corroborate the results of 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, 2016 and 2015, 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 its carrying value, resulting in no impairment to goodwill at December 31, 2016 and 2015. The Company’s intangible assets include proprietary adjuvant technology and collaboration agreements, which were measured at their estimated fair values as of their acquisition dates. Amortization expense for intangible assets is recorded on a straight-line basis over the expected useful lives of the assets, ranging from seven to 20 years. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. The Company’s evaluation of intangible assets completed during the years ended December 31, 2016 and 2015 resulted in no impairment losses. The Company has an equity investment in CPL Biologicals Private Limited (“CPLB”). The Company accounts for this investment using the equity method (see Note 7). 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. The Company performs research and development for U.S. Government agencies and other collaborators under cost reimbursable and fixed price contracts, including license, grant 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 with U.S. Government agencies, 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 (see Note 7), certain activities were 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 research and development expenses. 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 audit by the government. An audit of indirect rates of fiscal years 2013 and 2014 was completed in the first quarter of 2017. When the final determination of the additional costs for fiscal years 2013 and 2014 has been made, and such amount is known and collection of the amount is reasonably assured, revenue and billings will be adjusted accordingly. Under its Grant Agreement with BMGF (see Note 7), the Company is reimbursed for certain costs that support development activities, including the Company’s global Phase 3 clinical trial in pregnant women in their third trimester, product licensing efforts and World Health Organization (“WHO”) prequalification of the RSV F Vaccine. Payments received under the Grant Agreement are recognized as revenue in the period in which such research and development activities are performed. The Company’s collaborative research and development agreements may include upfront payments, 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. 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. 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 11 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 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 its programs. In addition, related indirect costs such as, fringe benefits and overhead expenses, are also included in research and development expenses. The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes 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, 2016 and 2015, the Company had no accruals for interest or penalties related to income tax matters. Net loss per share is computed using the weighted average number of shares of common stock outstanding. At December 31, 2016, 2015 and 2014, the Company had outstanding stock options and unvested restricted stock awards totaling 39,277,732 23,832,545 16,978,098 47,716,900 The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of Novavax AB, which is located in Sweden, is the local currency (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 the 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 loss in the accompanying consolidated balance sheets. The foreign currency translation adjustment balance included in accumulated other comprehensive loss was $ 11.8 9.1 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 Topic 280, Segment Reporting In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) I n May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) At December 31, 2015, accounts receivable - unbilled of $ 0.9 0.9 1.4 9.5 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 4 Fair Value Measurements Fair Value at December 31, 2016 Fair Value at December 31, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Money market funds $ 95,896 $ $ $ 14,950 $ $ Government-backed securities 19,000 20,000 Asset-backed securities(1) 23,632 28,924 Corporate debt securities(2) 79,470 137,213 Total cash equivalents and marketable securities $ 95,896 $ 122,102 $ $ 14,950 $ 186,137 $ Liabilities Convertible notes payable $ $ 141,989 $ $ $ $ (1) Includes $ 8,185 (2) Includes $ 11,976 20,404 Fixed-income investments categorized as Level 2 are valued at the custodian bank by a third-party pricing vendor’s valuation models that use verifiable observable market data, e.g., interest rates and yield curves observable at commonly quoted intervals and credit spreads, bids provided by brokers or dealers or quoted prices of securities with similar characteristics. Pricing of the Company’s Notes (see Note 9) has been estimated using other observable inputs, including the price of the Company’s common stock, implied volatility, interest rates and credit spreads among others. Over time, the Company expects a market for the Notes to develop. At that time, the Company intends to use trade data as the principal basis for measuring fair value. During the years ended December 31, 2016 and 2015, the Company did not have any transfers between levels. The amounts in the Company’s consolidated balance sheets for accounts receivable 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. The Company’s milestone payment due to Wyeth (see Note 14) approximates its fair value at December 31, 2016, as the liability has been calculated based on an anticipated future payment date discounted at borrowing rates available to the Company. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2016 | |
Investments [Abstract] | |
Marketable Securities | Note 5 Marketable Securities December 31, 2016 December 31, 2015 Gross Gross Gross Gross Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value Asset-backed securities $ 23,636 $ $ (4) $ 23,632 $ 20,748 $ $ (9) $ 20,739 Corporate debt securities 67,457 43 (6) 67,494 116,821 29 (41) 116,809 Total $ 91,093 $ 43 $ (10) $ 91,126 $ 137,569 $ 29 $ (50) $ 137,548 In 2014, the Company sold its remaining auction rate security and received proceeds of $ 1.8 0.6 Marketable Securities Unrealized Losses The Company owned 27 16 0.1 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | Note 6 Goodwill and Other Intangible Assets Goodwill Year Ended December 31, 2016 2015 Beginning balance $ 53,065 $ 54,612 Currency translation (1,392) (1,547) Ending balance $ 51,673 $ 53,065 Identifiable Intangible Assets December 31, 2016 December 31, 2015 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible Amount Amortization Assets, Net Amount Amortization Assets, Net Finite-lived intangible assets: Proprietary adjuvant technology $ 8,222 $ (1,404) $ 6,818 $ 8,858 $ (1,070) $ 7,788 Collaboration agreements 3,713 (1,306) 2,407 3,999 (994) 3,005 Total identifiable intangible assets $ 11,935 $ (2,710) $ 9,225 $ 12,857 $ (2,064) $ 10,793 Amortization expense for the years ended December 2016, 2015 and 2014 was $ 0.8 0.9 1.1 Year Amount 2017 $ 793 2018 793 2019 793 2020 677 2021 472 |
Collaboration, U.S. Government
Collaboration, U.S. Government Agreement and Joint Venture | 12 Months Ended |
Dec. 31, 2016 | |
Collaboration, U.S. Government Agreement and Joint Venture [Abstract] | |
Collaboration, U.S. Government Agreement and Joint Venture | Note 7 Collaboration, U.S. Government Agreement and Joint Venture Bill & Melinda Gates Foundation Grant Agreement In support of the Company’s development of its RSV F Vaccine for infants via maternal immunization, in September 2015, the Company entered into an agreement (“Grant Agreement”) with BMGF, under which it was awarded a grant totaling up to $ 89.1 10.9 12.5 HHS BARDA Contract for Recombinant Influenza Vaccines HHS BARDA initially awarded the Company a contract in 2011, which has funded the development of both the Company’s quadrivalent seasonal and pandemic influenza virus-like particle (“VLP”) vaccine candidates. The contract with HHS BARDA was a cost-plus-fixed-fee contract, which reimbursed 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 97 7.7 dvances in the Company’s seasonal influenza nanoparticle program have resulted in a natural conclusion of its activities under the HHS BARDA contract, which expired in accordance with its terms in . 2.2 114 provisional billings, subject to adjustment upon audit by the government, and are of indirect rates additional and such amount is known and collection of the amount is reasonably assured, PATH Vaccine Solutions Clinical Development Agreement In 2012, the Company entered into a clinical development agreement with PATH to develop its RSV F Vaccine for infants via maternal immunization in certain low-resource countries. Under the terms of the PATH agreement, which expired in April 2015, the Company was awarded $ 6.8 0.5 CPLB Joint Venture In 2009, the Company formed a joint venture with Cadila Pharmaceuticals Limited (“Cadila”) named CPL Biologicals Private Limited (“CPLB”) to develop and manufacture vaccines, biological therapeutics and diagnostics in India. CPLB is owned 20 80 The Company has recognized as an expense the entire amount of purchases to date under the master services agreements related to CPLB as the Company has not recorded any equity income (loss) of CPLB (see Note 15). |
Other Financial Information
Other Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Other Financial Information [Abstract] | |
Other Financial Information | Note 8 Other Financial Information 2016 2015 Laboratory supplies $ 15,736 $ 12,968 Other prepaid expenses and other current assets 6,068 6,349 Prepaid expenses and other current assets $ 21,804 $ 19,317 Property and Equipment, net 2016 2015 Machinery and equipment $ 32,596 $ 26,461 Leasehold improvements 22,642 12,440 Computer software and hardware 4,285 3,091 Construction in progress 2,938 6,167 62,461 48,159 Less accumulated depreciation and amortization (22,277) (15,817) Property and equipment, net $ 40,184 $ 32,342 Depreciation and amortization expense was approximately $ 8.5 6.0 4.4 Accrued Expenses 2016 2015 Employee benefits and compensation $ 7,300 $ 11,255 Research and development accruals 15,744 13,814 Other accrued expenses 1,464 1,665 Accrued expenses $ 24,508 $ 26,734 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 9 Long-Term Debt Convertible Notes In the first quarter of 2016, the Company issued $ 325 aggregate principal amount of convertible senior unsecured notes that will mature on February 1, 2023 (the “Notes”). The Company received $ 315.0 3.75 and of each year, beginning on . The Notes are not redeemable prior to maturity and are convertible into shares of the Company’s common stock. principal amount of the Notes. 6.81 per share of the Company’s common stock, 22.5 5.56 The Notes are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) Contracts in Entity’s Own Equity (“ASC 815-40”) . , In connection with the issuance of the Notes, the Company also paid $ 38.5 9.73 75 , Derivatives and Hedging - Overall The Company incurred approximately $ 10.0 0.9 December 31, December 31, 2016 2015 Principal amount of Notes $ 325,000 $ Unamortized debt issuance costs (8,661) Total convertible notes payable $ 316,339 $ 2016 2015 Coupon interest $ 11,240 $ Amortization of debt issuance costs 1,305 Total interest expense on Notes $ 12,545 $ |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 10 Stockholders’ Equity In December 2016, the Company filed a $200 million universal 125 75 pursuant to an At Market Issuance Sales Agreement, which the Company entered into in January 2017 During the first quarter of 2016, in connection with the Company’s issuance of the Notes, the Company also entered into privately negotiated capped call transactions as discussed in Note 9. The cost of the capped call transactions and associated expenses totaling $ 38.5 On June 18, 2015, the Company’s stockholders of record as of April 20, 2015 approved the amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to increase the total number of shares of common stock that the Company is authorized to issue from 300,000,000 600,000,000 In March 2015, the Company completed a public offering of 27,758,620 3,620,689 7.25 11.6 190 In June 2014, the Company completed a public offering of 28,750,000 3,750,000 4.00 7.1 108 In 2012, the Company entered into an At Market Issuance Sales Agreement (“2012 Sales Agreement”), under which Company sold an aggregate of $ 50 1.4 10.63 14.6 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 11 Stock-Based Compensation Stock Options The Amended and Restated 2005 Stock Incentive Plan (“2005 Plan”) expired in February 2015 and no new awards may be made under such plan, although awards will continue to be outstanding in accordance with their terms. The Board adopted the 2015 Stock Incentive Plan (“2015 Plan”) in March 2015, which was approved at the Company’s annual meeting of stockholders in June 2015. Under the 2015 Plan, equity awards may be granted to officers, directors, employees and consultants of and advisors to the Company and any present or future subsidiary. The 2015 Plan authorizes the issuance of up to 31,000,000 6,000,000 The 2015 Plan permits and the 2005 Plan permitted the grant of stock options (including incentive stock options), restricted stock, stock appreciation rights, and restricted stock units. In addition, under the 2015 Plan, unrestricted stock, stock units and performance awards may be granted. Stock options and stock appreciation rights generally have a maximum term of 10 100 Stock Options Awards 2015 Plan 2005 Plan Weighted- Weighted- Average Average Stock Exercise Stock Exercise Options Price Options Price Outstanding at January 1, 2016 8,357,003 $ 8.97 15,450,542 $ 3.31 Granted 19,343,937 $ 3.37 $ Exercised $ (701,663) $ 2.14 Canceled (2,596,337) $ 6.85 (620,750) $ 4.80 Outstanding at December 31, 2016 25,104,603 $ 4.87 14,128,129 $ 3.30 Vested and expected to vest at December 31, 2016 22,625,915 $ 5.06 14,075,419 $ 3.29 Shares exercisable at December 31, 2016 2,417,574 $ 8.50 10,643,754 $ 2.86 Shares available for grant at December 31, 2016 5,850,397 2016 2015 2014 Weighted average fair value of options granted $1.88 $4.38 $2.39 Risk-free interest rate 0.97%-1.78% 1.19%-2.13% 1.24%-2.22% Dividend yield 0% 0% 0% Volatility 57.86%-108.88% 53.58%-68.39% 52.47%-67.93% Expected term (in years) 4.22-7.28 3.98-7.34 4.04-6.96 Expected forfeiture rate 0%-16.33% 0%-16.33% 0%-23.15% The Company used the Monte Carlo simulation model to determine the fair value of its 1.7 containing a market condition 99.11 1.74 5.62 0 0.74 0.92 1.35 3.50 The total aggregate intrinsic value and weighted-average remaining contractual term of stock options exercisable under the 2015 Plan and 2005 Plan as of December 31, 2016 was less than $ 0.1 5.8 0.1 7.9 2.4 9.7 3.4 Employee Stock Purchase Plan the Company adopted an Employee Stock Purchase Plan (the “ESPP”), which currently authorizes an aggregate of 3,300,000 shares of common stock to be purchased, and the aggregate amount of shares will continue to increase 5% on each anniversary of its adoption up to a maximum of 4,000,000 shares. The number of authorized shares and the maximum number of shares both include an increase of 1,000,000 shares approved at the Company’s 2016 annual meeting of stockholders. 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) 1,636,938 2016 2015 2014 Range of Black-Scholes fair values of ESPP shares granted $1.86-$4.76 $1.06-$3.38 $0.78-$2.08 Risk-free interest rate 0.22%-0.61% 0.05%-0.35% 0.04%-0.24% Dividend yield 0% 0% 0% Volatility 43.03%-86.75% 40.79%-64.24% 50.80%-67.57% Expected term (in years) 0.5-2.0 0.5-2.0 0.5-1.5 Expected forfeiture rate 5% 5% 5% Restricted Stock Awards Per Share Weighted- Average Number of Grant-Date Shares Fair Value Outstanding and Unvested at January 1, 2016 25,000 $ 8.72 Restricted stock granted 45,000 $ 4.99 Restricted stock vested $ Restricted stock forfeited (25,000) $ 8.72 Outstanding and Unvested at December 31, 2016 45,000 $ 4.99 Years ended December 31, 2016 2015 2014 Research and development $ 11,168 $ 6,771 $ 2,843 General and administrative 7,992 6,660 3,247 Total stock-based compensation expense $ 19,160 $ 13,431 $ 6,090 As of December 31, 2016, which is prior to the adoption of ASU 2016-09 (see Note 3), 43.6 1.5 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2016 | |
Pension and Other Postretirement Benefit Contributions [Abstract] | |
Employee Benefits | Note 12 Employee Benefits The Company maintains a defined contribution 401(k) retirement plan, pursuant to which employees may elect to contribute up to 100 The Company matches 100 50 1.5 0.8 0.5 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 $ 0.5 0.5 0.4 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 Income Taxes 2016 2015 2014 Domestic $ (273,134) $ (150,227) $ (76,742) Foreign (6,832) (6,710) (6,205) Total net loss $ (279,966) $ (156,937) $ (82,947) As a result of current and historical losses, there is no income tax provision for the years ended December 31, 2016, 2015 and 2014. 2016 2015 Net operating losses U.S. $ 286,619 $ 203,284 Net operating losses foreign 9,011 8,360 Research tax credits 23,260 16,491 Deferred revenue 10,121 922 Original discount interest 12,445 Other 17,981 11,981 Total deferred tax assets 359,437 241,038 Intangibles (2,090) (2,415) Other (2,817) (1,767) Total deferred tax liabilities (4,907) (4,182) Net deferred tax assets 354,530 236,856 Less valuation allowance (354,530) (236,856) Deferred tax assets, net $ $ The valuation allowance increased by $ 117.7 63.9 30.4 2016 2015 2014 Statutory federal tax rate (34) % (34) % (34) % State income taxes, net of federal benefit (3) % (3) % (3) % Research and development and other tax credits (2) % (3) % (2) % Release of FIN 48 liability 0 % (2) % 0 % Other 2 % 1 % 2 % Change in valuation allowance 37 % 41 % 37 % 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, 2016 and 2015 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. Amount Federal net operating losses expiring through the year 2036 $ 781,019 Foreign net operating losses (no expiration) 40,957 Research tax credits expiring through the year 2036 23,166 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 and business tax credits Amount Unrecognized tax benefits as of January 1, 2015 $ 4,801 Gross increases tax positions in prior period Gross decreases tax positions in prior period 4,587 Gross increases current-period tax positions Increases (decreases) from settlements Unrecognized tax benefits as of December 31, 2015 $ 214 Gross increases tax positions in prior period Gross decreases tax positions in prior period 214 Gross increases current-period tax positions Increases (decreases) from settlements Unrecognized tax benefits as of December 31, 2016 $ 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 had tax net operating losses and credit carryforwards that are subject to examination from 1998 through 2016. 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 2010 through 2016. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2016 and 2015, 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, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 Commitments and Contingencies Operating Leases The Company conducts its operations from leased facilities, under operating leases with terms expiring through 2030, unless terminated early at the Company’s discretion through 2026. 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. In May 2016, the Company signed a new lease for a facility of approximately 150,000 2030 9.6 2020 2026 Operating Year Leases 2017 $ 6,986 2018 10,290 2019 9,124 2020 8,690 2021 8,865 Thereafter 37,360 Total minimum lease payments $ 81,315 Total rent expenses approximated $ 7.0 4.2 3.6 Contingencies In 2007, the Company entered into an agreement to license certain rights from Wyeth Holdings 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 and commercialization activities and royalties on any product sales. Except in certain circumstances in which the Company continuously markets multiple products in a country within the same vaccine program, 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. In September 2015, the Company entered into an amendment to the license agreement with Wyeth. Among other things, the amendment restructured the $ 3 14 15 0.2 0.3 7.6 Therefore, the Milestone has been accrued for, on a discounted basis calculated based on the probable future payment date, and at December 31, 2016, the Milestone is recorded in accrued expenses. The Milestone was recorded as a research and development expense in 2014. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 Related Party Transactions Dr. Rajiv Modi, a director of the Company, is also the managing director of Cadila. The Company and Cadila have formed a joint venture, CPLB (see Note 7). A subsidiary of Cadila owns 2.5 0.4 2.2 0.1 0.7 |
Quarterly Financial Information
Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Note 16 Quarterly Financial Information (Unaudited) Quarter Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) 2016: Revenue $ 4,218 $ 2,505 $ 3,231 $ 5,399 Net loss $ (77,252) $ (79,351) $ (66,254) $ (57,109) Net loss per share $ (0.29) $ (0.29) $ (0.24) $ (0.21) Quarter Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) 2015: Revenue $ 9,877 $ 13,996 $ 6,525 $ 5,853 Net loss $ (24,370) $ (20,641) $ (33,120) $ (78,806) Net loss per share $ (0.10) $ (0.08) $ (0.12) $ (0.29) 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 Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Novavax, Inc. and its wholly owned subsidiary, Novavax AB. 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 2016 2015 Cash $ 17,481 $ 29,569 Money market funds 95,896 14,950 Government-backed securities 19,000 20,000 Asset-backed securities 8,185 Corporate debt securities 11,976 20,404 Cash and cash equivalents $ 144,353 $ 93,108 Cash equivalents are recorded at cost, which approximate fair value due to their short-term nature. |
Marketable Securities | Marketable Securities Marketable securities consist 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 (expense) 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 funds, 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 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 current and noncurrent restricted cash includes payments received under the Grant Agreement (see Note 7) and cash collateral accounts under letters of credit that serve as security deposits for certain facility leases. The Company will utilize the Grant Agreement funds as it incurs expenses for services performed under the agreement. At December 31, 2016 and 2015, the restricted cash balances consist of payments received under the Grant Agreement of $ 33.2 36.5 1.7 0.9 |
Accounts Receivable | Accounts Receivable Accounts receivable includes amounts billed and unbilled for which work has been performed, though invoicing has not yet occurred. Historically, receivables arose primarily from the Company’s contract with HHS BARDA and were reported at amounts expected to be collected in future periods. No allowance for doubtful accounts is deemed necessary. |
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 or asset group may not be recoverable based on the criteria for accounting for the impairment or disposal of long-lived assets under ASC Topic 360, Property, Plant and Equipment. |
Goodwill | 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 has one 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 to corroborate the results of 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, 2016 and 2015, 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 its carrying value, resulting in no impairment to goodwill at December 31, 2016 and 2015. |
Other Intangible Assets | Other Intangible Assets The Company’s intangible assets include proprietary adjuvant technology and collaboration agreements, which were measured at their estimated fair values as of their acquisition dates. Amortization expense for intangible assets is recorded on a straight-line basis over the expected useful lives of the assets, ranging from seven to 20 years. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. The Company’s evaluation of intangible assets completed during the years ended December 31, 2016 and 2015 resulted in no impairment losses. |
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 7). 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, grant 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 with U.S. Government agencies, 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 (see Note 7), certain activities were 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 research and development expenses. 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 audit by the government. An audit of indirect rates of fiscal years 2013 and 2014 was completed in the first quarter of 2017. When the final determination of the additional costs for fiscal years 2013 and 2014 has been made, and such amount is known and collection of the amount is reasonably assured, revenue and billings will be adjusted accordingly. Under its Grant Agreement with BMGF (see Note 7), the Company is reimbursed for certain costs that support development activities, including the Company’s global Phase 3 clinical trial in pregnant women in their third trimester, product licensing efforts and World Health Organization (“WHO”) prequalification of the RSV F Vaccine. Payments received under the Grant Agreement are recognized as revenue in the period in which such research and development activities are performed. The Company’s collaborative research and development agreements may include upfront payments, 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. 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. |
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 11 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 its programs. In addition, related indirect costs such as, fringe benefits and overhead expenses, are also included in research and development expenses. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes 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, 2016 and 2015, 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. At December 31, 2016, 2015 and 2014, the Company had outstanding stock options and unvested restricted stock awards totaling 39,277,732 23,832,545 16,978,098 47,716,900 |
Foreign Currency | Foreign Currency The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of Novavax AB, which is located in Sweden, is the local currency (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 the 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 loss in the accompanying consolidated balance sheets. The foreign currency translation adjustment balance included in accumulated other comprehensive loss was $ 11.8 9.1 |
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 Topic 280, Segment Reporting |
Recent Accounting Pronouncements | In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) I n May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) |
Reclassification | Reclassifications At December 31, 2015, accounts receivable - unbilled of $ 0.9 0.9 1.4 9.5 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): 2016 2015 Cash $ 17,481 $ 29,569 Money market funds 95,896 14,950 Government-backed securities 19,000 20,000 Asset-backed securities 8,185 Corporate debt securities 11,976 20,404 Cash and cash equivalents $ 144,353 $ 93,108 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Hierarchy | Fair Value at December 31, 2016 Fair Value at December 31, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Money market funds $ 95,896 $ $ $ 14,950 $ $ Government-backed securities 19,000 20,000 Asset-backed securities(1) 23,632 28,924 Corporate debt securities(2) 79,470 137,213 Total cash equivalents and marketable securities $ 95,896 $ 122,102 $ $ 14,950 $ 186,137 $ Liabilities Convertible notes payable $ $ 141,989 $ $ $ $ (1) Includes $ 8,185 (2) Includes $ 11,976 20,404 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments [Abstract] | |
Investments Classified as Available-For-Sale | Marketable securities classified as available-for-sale as of December 31, 2016 and 2015 were comprised of (in thousands): December 31, 2016 December 31, 2015 Gross Gross Gross Gross Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value Asset-backed securities $ 23,636 $ $ (4) $ 23,632 $ 20,748 $ $ (9) $ 20,739 Corporate debt securities 67,457 43 (6) 67,494 116,821 29 (41) 116,809 Total $ 91,093 $ 43 $ (10) $ 91,126 $ 137,569 $ 29 $ (50) $ 137,548 |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
Schedule of Goodwill | The changes in the carrying amounts of goodwill for the years ended December 31, 2016 and 2015 were as follows (in thousands): Year Ended December 31, 2016 2015 Beginning balance $ 53,065 $ 54,612 Currency translation (1,392) (1,547) Ending balance $ 51,673 $ 53,065 |
Schedule of Identifiable Intangible Assets | Purchased intangible assets consisted of the following as of December 31, 2016 and 2015 (in thousands): December 31, 2016 December 31, 2015 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible Amount Amortization Assets, Net Amount Amortization Assets, Net Finite-lived intangible assets: Proprietary adjuvant technology $ 8,222 $ (1,404) $ 6,818 $ 8,858 $ (1,070) $ 7,788 Collaboration agreements 3,713 (1,306) 2,407 3,999 (994) 3,005 Total identifiable intangible assets $ 11,935 $ (2,710) $ 9,225 $ 12,857 $ (2,064) $ 10,793 |
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 2017 $ 793 2018 793 2019 793 2020 677 2021 472 |
Other Financial Information (Ta
Other Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): 2016 2015 Laboratory supplies $ 15,736 $ 12,968 Other prepaid expenses and other current assets 6,068 6,349 Prepaid expenses and other current assets $ 21,804 $ 19,317 |
Property and Equipment, Net | Property and equipment is comprised of the following at December 31 (in thousands): 2016 2015 Machinery and equipment $ 32,596 $ 26,461 Leasehold improvements 22,642 12,440 Computer software and hardware 4,285 3,091 Construction in progress 2,938 6,167 62,461 48,159 Less accumulated depreciation and amortization (22,277) (15,817) Property and equipment, net $ 40,184 $ 32,342 |
Accrued Expenses | Accrued expenses consist of the following at December 31 (in thousands): 2016 2015 Employee benefits and compensation $ 7,300 $ 11,255 Research and development accruals 15,744 13,814 Other accrued expenses 1,464 1,665 Accrued expenses $ 24,508 $ 26,734 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | Total convertible notes payable consisted of the following at (in thousands): December 31, December 31, 2016 2015 Principal amount of Notes $ 325,000 $ Unamortized debt issuance costs (8,661) Total convertible notes payable $ 316,339 $ |
Interest Expense | Interest expense incurred in connection with the Notes consisted of the following for the years ended December 31 (in thousands): 2016 2015 Coupon interest $ 11,240 $ Amortization of debt issuance costs 1,305 Total interest expense on Notes $ 12,545 $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Summary of Option Activity | The following is a summary of option activity under the 2015 Plan and the 2005 Plan for the year ended December 31, 2016: 2015 Plan 2005 Plan Weighted- Weighted- Average Average Stock Exercise Stock Exercise Options Price Options Price Outstanding at January 1, 2016 8,357,003 $ 8.97 15,450,542 $ 3.31 Granted 19,343,937 $ 3.37 $ Exercised $ (701,663) $ 2.14 Canceled (2,596,337) $ 6.85 (620,750) $ 4.80 Outstanding at December 31, 2016 25,104,603 $ 4.87 14,128,129 $ 3.30 Vested and expected to vest at December 31, 2016 22,625,915 $ 5.06 14,075,419 $ 3.29 Shares exercisable at December 31, 2016 2,417,574 $ 8.50 10,643,754 $ 2.86 Shares available for grant at December 31, 2016 5,850,397 |
Assumptions used to Estimate Grant Date Fair Value of Stock Options granted using Black-Scholes Option-Pricing Model | The fair value of stock options granted under the 2015 Plan and 2005 Plan was estimated at the date of grant or the date upon which the 2015 Plan was approved by the Company’s stockholders for stock options granted prior to that time using the Black-Scholes option-pricing model with the following assumptions: 2016 2015 2014 Weighted average fair value of options granted $1.88 $4.38 $2.39 Risk-free interest rate 0.97%-1.78% 1.19%-2.13% 1.24%-2.22% Dividend yield 0% 0% 0% Volatility 57.86%-108.88% 53.58%-68.39% 52.47%-67.93% Expected term (in years) 4.22-7.28 3.98-7.34 4.04-6.96 Expected forfeiture rate 0%-16.33% 0%-16.33% 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, 2016: Per Share Weighted- Average Number of Grant-Date Shares Fair Value Outstanding and Unvested at January 1, 2016 25,000 $ 8.72 Restricted stock granted 45,000 $ 4.99 Restricted stock vested $ Restricted stock forfeited (25,000) $ 8.72 Outstanding and Unvested at December 31, 2016 45,000 $ 4.99 |
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, 2016 2015 2014 Research and development $ 11,168 $ 6,771 $ 2,843 General and administrative 7,992 6,660 3,247 Total stock-based compensation expense $ 19,160 $ 13,431 $ 6,090 |
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: 2016 2015 2014 Range of Black-Scholes fair values of ESPP shares granted $1.86-$4.76 $1.06-$3.38 $0.78-$2.08 Risk-free interest rate 0.22%-0.61% 0.05%-0.35% 0.04%-0.24% Dividend yield 0% 0% 0% Volatility 43.03%-86.75% 40.79%-64.24% 50.80%-67.57% Expected term (in years) 0.5-2.0 0.5-2.0 0.5-1.5 Expected forfeiture rate 5% 5% 5% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Company’s loss from operations before income tax expense by jurisdiction | The Company’s loss from operations before income tax expense by jurisdiction for the year ended December 31 are as follows (in thousands): 2016 2015 2014 Domestic $ (273,134) $ (150,227) $ (76,742) Foreign (6,832) (6,710) (6,205) Total net loss $ (279,966) $ (156,937) $ (82,947) |
Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) consist of the following at December 31 (in thousands): 2016 2015 Net operating losses U.S. $ 286,619 $ 203,284 Net operating losses foreign 9,011 8,360 Research tax credits 23,260 16,491 Deferred revenue 10,121 922 Original discount interest 12,445 Other 17,981 11,981 Total deferred tax assets 359,437 241,038 Intangibles (2,090) (2,415) Other (2,817) (1,767) Total deferred tax liabilities (4,907) (4,182) Net deferred tax assets 354,530 236,856 Less valuation allowance (354,530) (236,856) 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: 2016 2015 2014 Statutory federal tax rate (34) % (34) % (34) % State income taxes, net of federal benefit (3) % (3) % (3) % Research and development and other tax credits (2) % (3) % (2) % Release of FIN 48 liability 0 % (2) % 0 % Other 2 % 1 % 2 % Change in valuation allowance 37 % 41 % 37 % 0 % 0 % 0 % |
Tax Return Reported Federal Net Operating Losses and Tax Credits Available | As of December 31, 2016, 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 2036 $ 781,019 Foreign net operating losses (no expiration) 40,957 Research tax credits expiring through the year 2036 23,166 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, 2015 $ 4,801 Gross increases tax positions in prior period Gross decreases tax positions in prior period 4,587 Gross increases current-period tax positions Increases (decreases) from settlements Unrecognized tax benefits as of December 31, 2015 $ 214 Gross increases tax positions in prior period Gross decreases tax positions in prior period 214 Gross increases current-period tax positions Increases (decreases) from settlements Unrecognized tax benefits as of December 31, 2016 $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Commitments Under Operating Leases | Future minimum rental commitments under non-cancelable leases as of December 31, 2016 are as follows (in thousands): Operating Year Leases 2017 $ 6,986 2018 10,290 2019 9,124 2020 8,690 2021 8,865 Thereafter 37,360 Total minimum lease payments $ 81,315 |
Quarterly Financial Informati35
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Information | The Company’s unaudited quarterly information for the years ended December 31, 2016 and 2015 is as follows: Quarter Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) 2016: Revenue $ 4,218 $ 2,505 $ 3,231 $ 5,399 Net loss $ (77,252) $ (79,351) $ (66,254) $ (57,109) Net loss per share $ (0.29) $ (0.29) $ (0.24) $ (0.21) Quarter Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) 2015: Revenue $ 9,877 $ 13,996 $ 6,525 $ 5,853 Net loss $ (24,370) $ (20,641) $ (33,120) $ (78,806) Net loss per share $ (0.10) $ (0.08) $ (0.12) $ (0.29) |
Operations (Narrative) (Details
Operations (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 30.00% |
Restructuring Costs | $ 3.6 |
Restructuring Reserve | 1.1 |
Minimum [Member] | General and Administrative Expense [Member] | |
Restructuring Costs | 0.7 |
Maximum [Member] | Research and Development Expense [Member] | |
Restructuring Costs | $ 2.9 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Line Items] | |||
Number of shares excluded from the computation of net loss per share | 39,277,732 | 23,832,545 | 16,978,098 |
Foreign currency translation adjustment | $ 11,800 | $ 9,100 | |
Government Contract Receivable, Unbilled Amounts | 900 | ||
Restricted Cash and Cash Equivalents | 30,314 | 34,964 | |
Reclassification Of Current Deferred Rent To Other Current Liabilities | 1,400 | ||
Reclassification Of Non-Current Deferred Rent To Other Non-Current Liabilities | 900 | 9,500 | |
Security Deposit [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Restricted Cash and Cash Equivalents | 1,700 | 900 | |
Grant Agreement [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Restricted Cash and Cash Equivalents | $ 33,200 | $ 36,500 | |
Convertible Debt Securities [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Number of shares excluded from the computation of net loss per share | 47,716,900 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Cash and Equivalents) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 144,353 | $ 93,108 | $ 32,335 | $ 119,471 |
Cash [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 17,481 | 29,569 | ||
Money market funds [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 95,896 | 14,950 | ||
Government-backed securities [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 19,000 | 20,000 | ||
Asset-backed Securities [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 0 | 8,185 | ||
Corporate debt securities [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 11,976 | $ 20,404 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 144,353,000 | $ 93,108,000 | $ 32,335,000 | $ 119,471,000 |
Cash and Cash Equivalents [Member] | Asset-backed Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value, Total | 8,185 | |||
Cash and Cash Equivalents [Member] | Corporate Debt Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 11,976 | $ 20,404 |
Fair Value Measurements (Fair v
Fair Value Measurements (Fair value hierarchy for its financial assets and liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Level 1 [Member] | |||
Assets | |||
Total assets | $ 95,896 | $ 14,950 | |
Liabilities | |||
Convertible notes payable | 0 | 0 | |
Level 1 [Member] | Money market funds [Member] | |||
Assets | |||
Total assets | 95,896 | 14,950 | |
Level 1 [Member] | Government-backed securities [Member] | |||
Assets | |||
Total assets | 0 | 0 | |
Level 1 [Member] | Asset-backed securities [Member] | |||
Assets | |||
Total assets | [1] | 0 | 0 |
Level 1 [Member] | Corporate Debt Securities [Member] | |||
Assets | |||
Total assets | [2] | 0 | 0 |
Level 2 [Member] | |||
Assets | |||
Total assets | 122,102 | 186,137 | |
Liabilities | |||
Convertible notes payable | 141,989 | 0 | |
Level 2 [Member] | Money market funds [Member] | |||
Assets | |||
Total assets | 0 | 0 | |
Level 2 [Member] | Government-backed securities [Member] | |||
Assets | |||
Total assets | 19,000 | 20,000 | |
Level 2 [Member] | Asset-backed securities [Member] | |||
Assets | |||
Total assets | [1] | 23,632 | 28,924 |
Level 2 [Member] | Corporate Debt Securities [Member] | |||
Assets | |||
Total assets | [2] | 79,470 | 137,213 |
Level 3 [Member] | |||
Assets | |||
Total assets | 0 | 0 | |
Liabilities | |||
Convertible notes payable | 0 | 0 | |
Level 3 [Member] | Money market funds [Member] | |||
Assets | |||
Total assets | 0 | 0 | |
Level 3 [Member] | Government-backed securities [Member] | |||
Assets | |||
Total assets | 0 | 0 | |
Level 3 [Member] | Asset-backed securities [Member] | |||
Assets | |||
Total assets | [1] | 0 | 0 |
Level 3 [Member] | Corporate Debt Securities [Member] | |||
Assets | |||
Total assets | [2] | $ 0 | $ 0 |
[1] | Includes $8,185 classified as cash and cash equivalents as of December 31, 2015 (see Note 3). | ||
[2] | Includes $11,976 and $20,404 classified as cash and cash equivalents as of December 31, 2016 and 2015, respectively (see Note 3). |
Marketable Securities (Narrativ
Marketable Securities (Narrative) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)Number | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | |
Schedule of Available-for-sale Securities [Line Items] | |||
Available-For-Sale Securities Number of Securities Owned | Number | 27 | ||
Available-For-Sale Securities Number Of Securities Owned Unrealized Losses | Number | 16 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | $ 10 | $ 50 | |
Available-for-sale Securities [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | $ 100 | ||
Auction Rate Securities [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Proceeds from Sale of Available-for-sale Securities, Total | $ 1,800 | ||
Available-for-sale Securities, Gross Realized Gain (Loss) | $ 600 |
Marketable Securities (Marketab
Marketable Securities (Marketable securities classified as available-for-sale) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 91,093 | $ 137,569 |
Gross Unrealized Gains | 43 | 29 |
Gross Unrealized Losses | (10) | (50) |
Fair Value | 91,126 | 137,548 |
Asset-backed securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 23,636 | 20,748 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (4) | (9) |
Fair Value | 23,632 | 20,739 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 67,457 | 116,821 |
Gross Unrealized Gains | 43 | 29 |
Gross Unrealized Losses | (6) | (41) |
Fair Value | $ 67,494 | $ 116,809 |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 0.8 | $ 0.9 | $ 1.1 |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||
Beginning balance | $ 53,065 | $ 54,612 |
Currency translation | (1,392) | (1,547) |
Ending balance | $ 51,673 | $ 53,065 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets (Schedule of Identifiable Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,935 | $ 12,857 |
Accumulated Amortization | (2,710) | (2,064) |
Intangible Assets, Net | 9,225 | 10,793 |
Collaboration agreements [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,713 | 3,999 |
Accumulated Amortization | (1,306) | (994) |
Intangible Assets, Net | 2,407 | 3,005 |
Proprietary adjuvant technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,222 | 8,858 |
Accumulated Amortization | (1,404) | (1,070) |
Intangible Assets, Net | $ 6,818 | $ 7,788 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets (Schedule of Estimated Amortization Expense) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 793 |
2,018 | 793 |
2,019 | 793 |
2,020 | 677 |
2,021 | $ 472 |
Collaboration, U.S. Governmen47
Collaboration, U.S. Government Agreement and Joint Venture (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | 16 Months Ended | 42 Months Ended | 71 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Contracts Revenue | $ 2,184 | $ 33,344 | $ 26,213 | ||||||
Research and development collaborations | $ 13,169 | 2,906 | $ 4,446 | ||||||
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 Contract Receivable | $ 97,000 | ||||||||
Increase in funding for recovery of additional costs under contract | $ 7,700 | ||||||||
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 | ||||||||
PATH Vaccine Solutions [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Research and development collaborations | $ 500 | $ 6,800 | |||||||
Bill Melinda Gates Foundation [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Grant agreement | $ 89,100 | ||||||||
CPL Biologicals Private Limited [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Ownership percentage | 20.00% | 20.00% | 20.00% | ||||||
Minimum [Member] | HHS BARDA Contract [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Contracts Revenue | $ 2,200 | ||||||||
Minimum [Member] | Bill Melinda Gates Foundation [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Contracts Revenue | $ 10,900 | ||||||||
Maximum [Member] | HHS BARDA Contract [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Contracts Revenue | $ 114,000 | ||||||||
Maximum [Member] | Bill Melinda Gates Foundation [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Contracts Revenue | $ 12,500 |
Other Financial Information (Na
Other Financial Information (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Depreciation, Depletion and Amortization | $ 8.5 | $ 6 | $ 4.4 |
Other Financial Information (Pr
Other Financial Information (Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Laboratory supplies | $ 15,736 | $ 12,968 |
Other prepaid expenses and other current assets | 6,068 | 6,349 |
Prepaid expenses and other current assets | $ 21,804 | $ 19,317 |
Other Financial Information (50
Other Financial Information (Property and Equipment, Net) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property and equipment | $ 62,461 | $ 48,159 |
Less - accumulated depreciation and amortization | (22,277) | (15,817) |
Property and equipment, net | 40,184 | 32,342 |
Machinery and equipment [Member] | ||
Property and equipment | 32,596 | 26,461 |
Leasehold improvements [Member] | ||
Property and equipment | 22,642 | 12,440 |
Computer software and hardware [Member] | ||
Property and equipment | 4,285 | 3,091 |
Construction in progress [Member] | ||
Property and equipment | $ 2,938 | $ 6,167 |
Other Financial Information (Ac
Other Financial Information (Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Employee benefits and compensation | $ 7,300 | $ 11,255 |
Research and development accruals | 15,744 | 13,814 |
Other accrued expenses | 1,464 | 1,665 |
Accrued expenses | $ 24,508 | $ 26,734 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Jan. 25, 2016$ / shares | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||||
Aggregate principal amount of notes issued | $ 325,000 | $ 325,000 | $ 0 | |
Payment for capped call transactions | 38,500 | |||
Debt Cap Price | 9.73 | |||
Net proceeds received | $ 315,000 | |||
Sale of Stock, Price Per Share | $ / shares | $ 5.56 | |||
Debt Issuance Costs | 10,000 | |||
Amortization period | 7 year | |||
Capped Call Transactions Expenses | $ 900 | |||
Capped Call Transactions [Member] | ||||
Debt Instrument [Line Items] | ||||
Conversion Premium, Percentage | 75.00% | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | In addition, the holders of the Notes may require the Company to repurchase the Notes at par value plus accrued and unpaid interest following the occurrence of a Fundamental Change (as described in the Indenture). If a holder of the Notes converts upon a Make-Whole Adjustment Event (as described in the Indenture), they may be eligible to receive a make-whole premium through an increase to the conversion rate up to a maximum of 179.8561 shares per $1,000 principal amount of Notes (subject to other adjustments as described in the Indenture). | |||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Notes are initially convertible into approximately 47,716,900 shares of the Company’s stock based on the initial conversion rate of 146.8213 shares of the Company’s common stock per $1,000 principal amount of the Notes. | |||
Unsecured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible Notes Payable, Maturity Date | Feb. 1, 2023 | |||
Conversion Premium, Percentage | 22.50% | |||
Annual Interest Rate of Notes (as a percent) | 3.75% | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 6.81 |
Long-Term Debt (Notes Payable)
Long-Term Debt (Notes Payable) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Principal amount of Notes | $ 325,000 | $ 325,000 | $ 0 |
Unamortized debt issuance costs | (8,661) | 0 | |
Total convertible notes payable | $ 316,339 | $ 0 |
Long-Term Debt (Interest Expens
Long-Term Debt (Interest Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Coupon interest | $ 11,240 | $ 0 | |
Amortization of debt issuance costs | 1,305 | 0 | $ 0 |
Total interest expense on Notes | $ 12,545 | $ 0 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2015 | Jun. 30, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | Jan. 31, 2017 | Dec. 31, 2016 | Jan. 25, 2016 | Jun. 18, 2015 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sales per share price range | $ 5.56 | |||||||||
Proceeds from shares sold | $ 204,275 | $ 107,895 | ||||||||
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 | ||||||||
Shelf Registration Statement, Maximum Authorized Stock Issuance, Value | $ 200,000 | |||||||||
Convertible Debt [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Adjustments to Additional Paid IN capital, Cost and Expenses on Derivative Transaction | $ 38,500 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Shelf Registration Statement, Maximum Authorized Common Stock Issuance, Value | $ 75,000 | |||||||||
Public Offering [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sales per share price range | $ 7.25 | $ 4 | ||||||||
Shares sold | 27,758,620 | 28,750,000 | ||||||||
Common stock issued upon exercise in full over-allotment granted | 3,620,689 | 3,750,000 | ||||||||
Proceeds from shares sold | $ 190,000 | $ 108,000 | ||||||||
Offering costs | $ 11,600 | $ 7,100 | ||||||||
Shelf Registration Statement, Maximum Authorized Stock Issuance, Value | $ 125,000 | |||||||||
2012 Sales Agreement [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sales per share price range | $ 10.63 | |||||||||
Shares sold | 1,400,000 | |||||||||
Proceeds from shares sold | $ 14,600 | |||||||||
Minimum [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common Stock, Shares Authorized | 300,000,000 | |||||||||
Maximum [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common Stock, Shares Authorized | 600,000,000 | |||||||||
Maximum [Member] | 2012 Sales Agreement [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock authorized for issuance under prior shelf registration statement with SEC, dollar amount | $ 50,000 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value of stock options exercised | $ 2.4 | $ 9.7 | $ 3.4 |
Unrecognized compensation expense | $ 43.6 | ||
Unrecognized compensation expense, recognition period | 1 year 6 months | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.88 | $ 4.38 | $ 2.39 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% |
Performance Based Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,700,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.74% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 99.11% | ||
Share based Compensation Arrangement by Share based Payment Award Fair Value Assumptions Expected Forfeiture Rate | 5.62% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based Compensation Arrangement by Share based Payment Award Fair Value Assumptions Expected Forfeiture Rate | 16.33% | 16.33% | 23.15% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years 3 months 11 days | 7 years 4 months 2 days | 6 years 11 months 16 days |
Maximum [Member] | Performance Based Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.92 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years 6 months | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based Compensation Arrangement by Share based Payment Award Fair Value Assumptions Expected Forfeiture Rate | 0.00% | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 2 months 19 days | 3 years 11 months 23 days | 4 years 14 days |
Minimum [Member] | Performance Based Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.74 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 4 months 6 days | ||
2005 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
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, Options, Grants in Period, Gross | 0 | ||
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for issuance | 1,636,938 | ||
Employee Stock Ownership Plan (ESOP), Plan Description | the Company adopted an Employee Stock Purchase Plan (the “ESPP”), currently authorizes an aggregate of 3,300,000 shares of common stock to be purchased, such aggregate will continue to increase 5% on each anniversary of its adoption up to a maximum of 4,000,000 shares. The number of authorized shares and the maximum number of shares both include an increase of 1,000,000 shares approved at the Company’s 2016 annual meeting of stockholders. 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). | ||
2015 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for issuance | 31,000,000 | ||
Aggregate intrinsic value of stock options outstanding | $ 0.1 | ||
Weighted-average remaining contractual term of stock options outstanding | 5 years 9 months 18 days | ||
Aggregate intrinsic value of stock options exercisable | $ 0.1 | ||
Weighted-average remaining contractual term of stock options exercisable | 7 years 10 months 24 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 6,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 19,343,937 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Option Activity) (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
2005 Plan [Member] | |
Stock Options | |
Outstanding at January 1, 2016 | 15,450,542 |
Granted | 0 |
Exercised | (701,663) |
Canceled | (620,750) |
Outstanding at December 31, 2016 | 14,128,129 |
Vested and expected to vest at December 31, 2016 | 14,075,419 |
Shares exercisable at December 31, 2016 | 10,643,754 |
Weighted-Average Exercise Price | |
Outstanding at January 1, 2016 | $ / shares | $ 3.31 |
Granted | $ / shares | 0 |
Exercised | $ / shares | 2.14 |
Canceled | $ / shares | 4.80 |
Outstanding at December 31, 2016 | $ / shares | 3.30 |
Vested and expected to vest at December 31, 2016 | $ / shares | 3.29 |
Shares exercisable at December 31, 2016 | $ / shares | $ 2.86 |
2015 Plan [Member] | |
Stock Options | |
Outstanding at January 1, 2016 | 8,357,003 |
Granted | 19,343,937 |
Exercised | 0 |
Canceled | (2,596,337) |
Outstanding at December 31, 2016 | 25,104,603 |
Vested and expected to vest at December 31, 2016 | 22,625,915 |
Shares exercisable at December 31, 2016 | 2,417,574 |
Shares available for grant at December 31, 2016 | 5,850,397 |
Weighted-Average Exercise Price | |
Outstanding at January 1, 2016 | $ / shares | $ 8.97 |
Granted | $ / shares | 3.37 |
Exercised | $ / shares | 0 |
Canceled | $ / shares | 6.85 |
Outstanding at December 31, 2016 | $ / shares | 4.87 |
Vested and expected to vest at December 31, 2016 | $ / shares | 5.06 |
Shares exercisable at December 31, 2016 | $ / shares | $ 8.50 |
Stock-Based Compensation (Assum
Stock-Based Compensation (Assumptions Used in Estimation of Fair Value of Stock) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of Black-Scholes fair values of ESPP shares granted | $ 1.88 | $ 4.38 | $ 2.39 |
Risk-free interest rate, minimum | 0.97% | 1.19% | 1.24% |
Risk-free interest rate, maximum | 1.78% | 2.13% | 2.22% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility, minimum | 57.86% | 53.58% | 52.47% |
Volatility, maximum | 108.88% | 68.39% | 67.93% |
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 0.22% | 0.05% | 0.04% |
Risk-free interest rate, maximum | 0.61% | 0.35% | 0.24% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility, minimum | 43.03% | 40.79% | 50.80% |
Volatility, maximum | 86.75% | 64.24% | 67.57% |
Expected forfeiture rate | 5.00% | 5.00% | 5.00% |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years 2 months 19 days | 3 years 11 months 23 days | 4 years 14 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] | |||
Range of Black-Scholes fair values of ESPP shares granted | $ 1.86 | $ 1.06 | $ 0.78 |
Expected term (in years) | 6 months | 6 months | 6 months |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 7 years 3 months 11 days | 7 years 4 months 2 days | 6 years 11 months 16 days |
Expected forfeiture rate | 16.33% | 16.33% | 23.15% |
Maximum [Member] | Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of Black-Scholes fair values of ESPP shares granted | $ 4.76 | $ 3.38 | $ 2.08 |
Expected term (in years) | 2 years | 2 years | 1 year 6 months |
Stock-Based Compensation (Sum59
Stock-Based Compensation (Summary of Restricted Stock Awards Activity) (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of shares | |
Outstanding and Unvested at January 1, 2016 | shares | 25,000 |
Restricted stock granted | shares | 45,000 |
Restricted stock vested | shares | 0 |
Restricted stock forfeited | shares | (25,000) |
Outstanding and Unvested at December 31, 2016 | shares | 45,000 |
Per Share Weighted-Average Grant-Date Fair Value | |
Outstanding and Unvested at January 1, 2016 | $ / shares | $ 8.72 |
Restricted stock granted | $ / shares | 4.99 |
Restricted stock vested | $ / shares | 0 |
Restricted stock forfeited | $ / shares | 8.72 |
Outstanding and Unvested at December 31, 2016 | $ / shares | $ 4.99 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 19,160 | $ 13,431 | $ 6,090 |
Research and development [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 11,168 | 6,771 | 2,843 |
General and administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 7,992 | $ 6,660 | $ 3,247 |
Employee Benefits (Narrative) (
Employee Benefits (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Maximum contribution percentage of compensation | 100.00% | ||
Contributions to employee benefits plan | $ 1.5 | $ 0.8 | $ 0.5 |
Contributions and other expenses related to foreign subsidiary | $ 0.5 | $ 0.5 | $ 0.4 |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 4.00% | ||
Next 2% Of Participants Deferral [Member] | |||
Employer match percentage | 50.00% | ||
Percentage of employee deferral eligible for employer matching contribution | 2.00% | ||
First 3% Of Participants Deferral [Member] | |||
Employer match percentage | 100.00% | ||
Percentage of employee deferral eligible for employer matching contribution | 3.00% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 117.7 | $ 63.9 | $ 30.4 |
Income Taxes (Loss from Operati
Income Taxes (Loss from Operations before Income Tax Expense by Jurisdiction) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net loss | $ (57,109) | $ (66,254) | $ (79,351) | $ (77,252) | $ (78,806) | $ (33,120) | $ (20,641) | $ (24,370) | $ (279,966) | $ (156,937) | $ (82,947) |
Domestic Tax Authority [Member] | |||||||||||
Net loss | (273,134) | (150,227) | (76,742) | ||||||||
Foreign Tax Authority [Member] | |||||||||||
Net loss | $ (6,832) | $ (6,710) | $ (6,205) |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets (Liabilities)) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Net operating losses U.S. | $ 286,619 | $ 203,284 |
Net operating losses foreign | 9,011 | 8,360 |
Research tax credits | 23,260 | 16,491 |
Deferred revenue | 10,121 | 922 |
Original discount interest | 12,445 | 0 |
Other | 17,981 | 11,981 |
Total deferred tax assets | 359,437 | 241,038 |
Intangibles | (2,090) | (2,415) |
Other | (2,817) | (1,767) |
Total deferred tax liabilities | (4,907) | (4,182) |
Net deferred tax assets | 354,530 | 236,856 |
Less valuation allowance | (354,530) | (236,856) |
Deferred tax assets, net | $ 0 | $ 0 |
Income Taxes (Tax Rates) (Detai
Income Taxes (Tax Rates) (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statutory federal tax rate | (34.00%) | (34.00%) | (34.00%) |
State income taxes, net of federal benefit | (3.00%) | (3.00%) | (3.00%) |
Research and development and other tax credits | (2.00%) | (3.00%) | (2.00%) |
Release of FIN 48 liability | 0.00% | (2.00%) | 0.00% |
Other | 2.00% | 1.00% | 2.00% |
Change in valuation allowance | 37.00% | 41.00% | 37.00% |
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) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Federal [Member] | |
Net operating losses | $ 781,019 |
Net operating losses carried forward, expiration date | Dec. 31, 2036 |
Foreign [Member] | |
Net operating losses | $ 40,957 |
Research Tax Credit [Member] | |
Tax credit | $ 23,166 |
Net operating losses carried forward, expiration date | Dec. 31, 2036 |
Alternative Minimum Tax [Member] | |
Tax credit | $ 94 |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Unrecognized tax benefits, balance | $ 214 | $ 4,801 |
Gross increases tax positions in prior period | 0 | 0 |
Gross decreases tax positions in prior period | 214 | 4,587 |
Gross increases current-period tax positions | 0 | 0 |
Increases (decreases) from settlements | 0 | 0 |
Unrecognized tax benefits, balance | $ 0 | $ 214 |
Commitments and Contingencies68
Commitments and Contingencies (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |||
May 31, 2016USD ($)ft² | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | |
Rent expense | $ 7,000,000 | $ 4,200,000 | $ 3,600,000 | ||
Accrued milestone payment associated with the first Phase 3 clinical trial | $ 3,000,000 | ||||
Notice period required for termination of license agreement | 90 days | ||||
Aggregate amount of payments made under license agreement | $ 7,600,000 | ||||
Gaithersburg, Maryland [Member] | |||||
Tenant Improvement Allowance | $ 9,600,000 | 0 | |||
Rental Square Footage of Building | ft² | 150,000 | ||||
Facility Lease Term | 2,030 | ||||
Rockville, Maryland [Member] | |||||
Facility Lease Term | 2,020 | ||||
Uppsala, Sweden [Member] | |||||
Facility Lease Term | 2,026 | ||||
Maximum [Member] | |||||
Increase In License Maintenance Fees | 300,000 | ||||
Increase In Milestone Payment | 15,000,000 | ||||
Minimum [Member] | |||||
Increase In License Maintenance Fees | 200,000 | ||||
Increase In Milestone Payment | $ 14,000,000 |
Commitments and Contingencies69
Commitments and Contingencies (Future Minimum Rental Commitments) (Details) - Operating Leases [Member] $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leased Assets [Line Items] | |
2,017 | $ 6,986 |
2,018 | 10,290 |
2,019 | 9,124 |
2,020 | 8,690 |
2,021 | 8,865 |
Thereafter | 37,360 |
Total minimum lease payments | $ 81,315 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||
Due to Related Parties | $ 0.1 | $ 0.7 |
Master services agreement expenses | $ 0.4 | $ 2.2 |
Subsidiary of Cadila [Member] | ||
Related Party Transaction [Line Items] | ||
Common Stock Shares Outstanding Related Party Transactions | 2.5 |
Quarterly Financial Informati71
Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Revenue | $ 5,399 | $ 3,231 | $ 2,505 | $ 4,218 | $ 5,853 | $ 6,525 | $ 13,996 | $ 9,877 | $ 15,353 | $ 36,250 | $ 30,659 |
Net loss | $ (57,109) | $ (66,254) | $ (79,351) | $ (77,252) | $ (78,806) | $ (33,120) | $ (20,641) | $ (24,370) | $ (279,966) | $ (156,937) | $ (82,947) |
Net loss per share | $ (0.21) | $ (0.24) | $ (0.29) | $ (0.29) | $ (0.29) | $ (0.12) | $ (0.08) | $ (0.10) | $ (1.03) | $ (0.60) | $ (0.37) |