HALOZYME THERAPEUTICS INC, 10-Q filed on 8/11/2014
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2014
Aug. 5, 2014
Document Information [Line Items]
 
 
Entity Registrant Name
HALOZYME THERAPEUTICS INC 
 
Entity Central Index Key
0001159036 
 
Document Type
10-Q 
 
Document Period End Date
Jun. 30, 2014 
 
Amendment Flag
false 
 
Document Fiscal Year Focus
2014 
 
Document Fiscal Period Focus
Q2 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Large Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
125,305,773 
Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except per share data) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Current assets:
 
 
Cash and cash equivalents
$ 56,135 
$ 27,357 
Marketable securities, available-for-sale
91,513 
44,146 
Accounts receivable, net
12,895 
9,097 
Inventories
7,114 
6,170 
Prepaid expenses and other assets
7,966 
8,425 
Total current assets
175,623 
95,195 
Property and equipment, net
3,343 
3,422 
Prepaid expenses and other assets
2,586 
2,676 
Restricted cash
500 
500 
Total Assets
182,052 
101,793 
Current liabilities:
 
 
Accounts payable
3,910 
3,135 
Accrued expenses
16,455 
14,369 
Deferred revenue, current portion
5,153 
7,398 
Current portion of long-term debt, net
6,203 
Total current liabilities
31,721 
24,902 
Deferred revenue, net of current portion
48,565 
45,745 
Long-term debt, net
43,613 
49,772 
Other long-term liabilities
2,854 
1,364 
Commitments and contingencies (Note 8)
   
   
Stockholders' equity (deficit):
 
 
Preferred stock - $0.001 par value; 20,000 shares authorized; no shares issued and outstanding
Common stock - $0.001 par value; 200,000 shares authorized; 125,294 and 114,533 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively
125 
115 
Additional paid-in capital
480,044 
361,930 
Accumulated other comprehensive income
17 
Accumulated deficit
(424,873)
(382,052)
Total stockholders' equity (deficit)
55,299 
(19,990)
Total Liabilities and Stockholders' Equity (Deficit)
$ 182,052 
$ 101,793 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Per Share data, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]
 
 
Preferred stock, par value
$ 0.001 
$ 0.001 
Preferred stock, shares authorized
20,000 
20,000 
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value
$ 0.001 
$ 0.001 
Common stock, shares authorized
200,000 
200,000 
Common stock, shares issued
125,294 
114,533 
Common stock, shares outstanding
125,294 
114,533 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Revenues:
 
 
 
 
Product sales, net
$ 9,494 
$ 3,100 
$ 18,062 
$ 4,608 
Royalties
1,688 
2,487 
Revenues under collaborative agreements
7,203 
11,354 
9,802 
21,679 
Total revenues
18,385 
14,454 
30,351 
26,287 
Operating expenses:
 
 
 
 
Cost of product sales
5,924 
1,284 
11,444 
2,023 
Research and development
18,649 
27,991 
40,064 
50,025 
Selling, general and administrative
8,752 
7,300 
19,002 
14,856 
Total operating expenses
33,325 
36,575 
70,510 
66,904 
Operating loss
(14,940)
(22,121)
(40,159)
(40,617)
Other Income (expense)
 
 
 
 
Investment and other income
118 
58 
165 
113 
Interest expense
(1,451)
(849)
(2,827)
(1,696)
Net Loss
$ (16,273)
$ (22,912)
$ (42,821)
$ (42,200)
Basic and diluted net loss per share
$ (0.13)
$ (0.20)
$ (0.35)
$ (0.38)
Shares used in computing basic and diluted net loss per share
123,710 
112,486 
121,200 
112,452 
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Statement of Comprehensive Income [Abstract]
 
 
 
 
Net loss
$ (16,273)
$ (22,912)
$ (42,821)
$ (42,200)
Other comprehensive gain (loss):
 
 
 
 
Unrealized gain (loss) on marketable securities
28 
(10)
(14)
(39)
Total comprehensive loss
$ (16,245)
$ (22,922)
$ (42,835)
$ (42,239)
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Operating activities:
 
 
Net loss
$ (42,821)
$ (42,200)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
Share-based compensation
6,889 
4,836 
Depreciation and amortization
840 
592 
Non-cash interest expense
1,178 
753 
Amortization of premiums on marketable securities, net
687 
497 
Changes in operating assets and liabilities:
 
 
Accounts receivable, net
(3,798)
4,871 
Inventories
(944)
204 
Prepaid expenses and other assets
772 
54 
Restricted cash
(100)
Accounts payable and accrued expenses
3,174 
12,530 
Deferred revenue
575 
(3,744)
Other liabilities
52 
Net cash used in operating activities
(33,396)
(21,705)
Investing activities:
 
 
Purchases of marketable securities
(89,116)
(48,947)
Proceeds from maturities of marketable securities
40,816 
Purchases of property and equipment
(761)
(614)
Net cash used in investing activities
(49,061)
(49,561)
Financing activities:
 
 
Proceeds from issuance of common stock, net
107,713 
Proceeds from issuance of common stock under equity incentive plans, net
4,454 
67 
Payments Related to Tax Withholding for restricted stock units vested, net
(932)
(374)
Net cash provided by (used in) financing activities
111,235 
(307)
Net increase (decrease) in cash and cash equivalents
28,778 
(71,573)
Cash and cash equivalents at beginning of period
27,357 
99,501 
Cash and cash equivalents at end of period
$ 56,135 
$ 27,928 
Organization and Business
Organization and Business
Organization and Business
Halozyme Therapeutics, Inc. is a science-driven, biopharmaceutical company committed to making molecules into medicines for patients in need. Our research focuses primarily on human enzymes that alter the extracellular matrix. The extracellular matrix is a complex matrix of proteins and carbohydrates surrounding the cell that provides structural support in tissues and orchestrates many important biological activities, including cell migration, signaling and survival. Over many years, we have developed unique technology and scientific expertise enabling us to pursue this target-rich environment for the development of therapies.
Our proprietary enzymes can be used to facilitate the delivery of injected drugs and fluids, thus enhancing the efficacy and the convenience of other drugs or to alter abnormal tissue structures for clinical benefit. We have chosen to exploit our technology and expertise in a balanced way to modulate both risk and spend by: (1) developing our own proprietary products in therapeutic areas with significant unmet medical needs, such as diabetes, oncology and dermatology, and (2) licensing our technology to biopharmaceutical companies to collaboratively develop products which combine our technology with the collaborators' proprietary compounds.
The majority of the product candidates in our current pipeline are based on rHuPH20, a patented human recombinant hyaluronidase enzyme. rHuPH20 temporarily breaks down hyaluronic acid - a naturally occurring substance that is a major component of the extracellular matrix in tissues throughout the body such as skin and cartilage. We have one proprietary commercial product, Hylenex® recombinant. Our proprietary pipeline consists of one approved product in the U.S. (Hylenex recombinant) and multiple clinical stage product candidates in diabetes, oncology and dermatology. We currently have collaborations with F. Hoffmann-La Roche, Ltd. and Hoffmann-La Roche, Inc. (“Roche”), Pfizer Inc. (“Pfizer”) and Baxter Healthcare Corporation (“Baxter”), with three products from our collaborations approved for marketing in Europe, one product candidate which has been submitted for regulatory approval in the U.S. and several others at various stages of development.
We were founded in 1998 and reincorporated from the State of Nevada to the State of Delaware in November 2007. Except where specifically noted or the context otherwise requires, references to “Halozyme,” “the Company,” “we,” “our,” and “us” in these Notes to Condensed Consolidated Financial Statements refer to Halozyme Therapeutics, Inc. and our wholly owned subsidiary, Halozyme, Inc., and Halozyme, Inc.'s wholly owned subsidiary, Halozyme Holdings Ltd.
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) related to a quarterly report on Form 10-Q. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for a complete set of financial statements. These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 28, 2014. The unaudited financial information for the interim periods presented herein reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operations for the periods presented, with such adjustments consisting only of normal recurring adjustments. Operating results for interim periods are not necessarily indicative of the operating results for an entire fiscal year.
The accompanying condensed consolidated financial statements include the accounts of Halozyme Therapeutics, Inc. and our wholly owned subsidiary, Halozyme, Inc., and Halozyme, Inc.'s wholly owned subsidiary, Halozyme Holdings Ltd. All intercompany accounts and transactions have been eliminated.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.
Pending Adoption of Recent Accounting Pronouncements
In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). The provisions of ASU 2013-11 require entities to present unrecognized tax benefits as a decrease in a net operating loss, similar tax loss or tax credit carryforward if certain criteria are met. The determination of whether a deferred tax asset is available is based on the unrecognized tax benefit and the deferred tax asset that exists at the reporting date and presumes disallowance of the tax position at the reporting date. The guidance will eliminate the diversity in practice in the presentation of unrecognized tax benefits but will not alter the way in which entities assess deferred tax assets for realizability. The amendments are effective for us for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014. The amendments should be applied prospectively to unrecognized tax benefits that exist at the effective date. Early adoption is permitted. The adoption of ASU 2013-11 will not have a material impact on our consolidated financial position or results of operations.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 ("ASU 2014-09"), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and it is possible when the five step process is applied, more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The updated standard permits the use of either the retrospective or cumulative effect transition method and is effective for us in our first quarter of fiscal year 2017. Early adoption is not permitted. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.
Cash Equivalents and Marketable Securities
Cash equivalents consist of highly liquid investments, readily convertible to cash, that mature within ninety days or less from date of purchase. Our cash equivalents consist of money market funds.
Marketable securities are investments with original maturities of more than ninety days from the date of purchase that are specifically identified to fund current operations. Marketable securities are considered available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date which reflects management's intention to use the proceeds from the sale of these investments to fund our operations, as necessary. Such available-for-sale investments are carried at fair value with unrealized gains and losses recorded in other comprehensive loss and included as a separate component of stockholders' equity (deficit). The cost of marketable securities is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in investment income. We use the specific identification method for calculating realized gains and losses on marketable securities sold. Realized gains and losses and declines in value judged to be other-than-temporary on marketable securities, if any, are included in investment income in the consolidated statements of operations.
Restricted Cash
Under the terms of the leases of our facilities, we are required to maintain letters of credit as security deposits during the terms of such leases. At June 30, 2014 and December 31, 2013, restricted cash of $0.5 million was pledged as collateral for the letters of credit.
Fair Value of Financial Instruments
The authoritative guidance for fair value measurements establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Our financial instruments include cash equivalents, available-for-sale marketable securities, accounts receivable, prepaid expenses, accounts payable, accrued expenses, other long-term liabilities and long-term debt. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, prepaid expenses, accounts payable, accrued expenses and other long-term liabilities are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. Further, based on the borrowing rates currently available to us for loans with similar terms, we believe the fair value of long-term debt approximates its carrying value.
Available-for-sale marketable securities consist of corporate debt securities, commercial paper and certificates of deposit and were measured at fair value using Level 2 inputs. Level 2 financial instruments are valued using market prices on less active markets and proprietary pricing valuation models with observable inputs, including interest rates, yield curves, maturity dates, issue dates, settlement dates, reported trades, broker-dealer quotes, issue spreads, benchmark securities or other market related data. We obtain the fair value of Level 2 investments from our investment manager, who obtains these fair values from a third-party pricing service. We validate the fair values of Level 2 financial instruments provided by our investment manager by comparing these fair values to a third-party pricing source.
The following table summarizes, by major security type, our cash equivalents and marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands):
 
 
June 30, 2014
 
December 31, 2013
 
 
Level 1
 
Level 2
 
Total estimated fair value
 
Level 1
 
Level 2
 
Total estimated fair value
Cash equivalents:
 
 
 
 
 
 
 
 
 
 
 
 
Money market funds
 
$
50,215

 
$

 
$
50,215

 
$
5,710

 
$

 
$
5,710

 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale marketable
   securities:
 
 
 
 
 
 
 
 
 
 
 
 
Corporate debt securities
 

 
82,530

 
82,530

 

 
35,147

 
35,147

Commercial paper
 

 
8,983

 
8,983

 

 
5,999

 
5,999

Certificate of deposit
 

 

 

 

 
3,000

 
3,000

 
 
$
50,215

 
$
91,513

 
$
141,728

 
$
5,710

 
$
44,146

 
$
49,856


There were no transfers between Level 1 and Level 2 of the fair value hierarchy in the three and six months ended June 30, 2014. We have no instruments that are classified within Level 3 as of June 30, 2014 and December 31, 2013.
Inventories
Inventories are stated at lower of cost or market. Cost is determined on a first-in, first-out basis. Inventories are reviewed periodically for potential excess, dated or obsolete status. Management evaluates the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared to quantities on hand, the price we expect to obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand.
Prior to receiving marketing approval from the U.S. Food and Drug Administration (“FDA”) or comparable regulatory agencies in foreign countries, costs related to purchases of bulk rHuPH20 and raw materials and the manufacturing of the product candidates are recorded as research and development expense. All direct manufacturing costs incurred after receiving marketing approval are capitalized as inventory. Inventories used in clinical trials are expensed at the time the inventories are packaged for the clinical trials.
As of June 30, 2014 and December 31, 2013, inventories consisted of $3.6 million and $2.6 million of Hylenex recombinant inventory, respectively, and $3.5 million of bulk rHuPH20 for both periods for use in the manufacture of Roche's collaboration products. Roche received European marketing approval for Herceptin SC® and MabThera® SC in August 2013 and March 2014, respectively. As such, direct manufacturing costs of bulk rHuPH20 for these collaboration products incurred after the receipt of the European marketing approvals are capitalized as inventory.
Revenue Recognition
We generate revenues from product sales and collaborative agreements. Payments received under collaborative agreements may include nonrefundable fees at the inception of the agreements, license fees, milestone payments for specific achievements designated in the collaborative agreements, reimbursements of research and development services and supply of bulk rHuPH20, and/or royalties on sales of products resulting from collaborative arrangements.
We recognize revenues in accordance with the authoritative guidance for revenue recognition. We recognize revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectibility is reasonably assured.
Product Sales, Net
Hylenex Recombinant
In December 2011, we reintroduced Hylenex recombinant to the market. We sell Hylenex recombinant in the United States to wholesale pharmaceutical distributors, who sell the product to hospitals and other end-user customers. Sales to wholesalers provide for selling prices that are fixed on the date of sale, although we offer discounts to certain group purchasing organizations (“GPOs”), hospitals and government programs. The wholesalers take the title to the product, bear the risk of loss of ownership and have economic substance to the inventory. Further, we have no significant obligations for future performance to generate pull-through sales.
Prior to December 31, 2013, Hylenex recombinant had a limited sales history and we could not reliably estimate expected returns and chargebacks of the product at the time the product was sold to the wholesalers. Accordingly, we deferred the recognition of revenue on sales of Hylenex recombinant to wholesalers, and instead, recognized revenue at the time when evidence existed to confirm that pull-through sales from wholesalers to the hospitals or other end-user customers had occurred or the right of return no longer existed, whichever occurred earlier. At the time product sales revenue was recognized, we recorded allowances for product returns and chargebacks based on our best estimates at the time. Shipments of product that were not recognized as revenue were treated as deferred revenue.
At December 31, 2013, we had developed sufficient historical experience and data to reasonably estimate future returns and chargebacks of Hylenex recombinant. As a result, effective December 31, 2013 we began recognizing Hylenex recombinant product sales and related cost of product sales at the time title transfers to the wholesalers.
Upon recognition of revenue from product sales of Hylenex recombinant, we record certain sales reserves and allowances as a reduction to gross revenue. These reserves and allowances include:
Product Returns. We allow the wholesalers to return product that is damaged or received in error. In addition, we accept unused product to be returned beginning six months prior to and ending twelve months following product expiration. Our estimates for expected returns of expired products are based primarily on an ongoing analysis of historical return patterns.
Distribution Fees. The distribution fees, based on contractually determined rates, arise from contractual agreements we have with certain wholesalers for distribution services they provide with respect to Hylenex recombinant. These fees are generally a fixed percentage of the price of the product purchased by the wholesalers.
Prompt Payment Discounts. We offer cash discounts to certain wholesalers as an incentive to meet certain payment terms. We estimate prompt payment discounts based on contractual terms, historical utilization rates, as available, and our expectations regarding future utilization rates.    
Other Discounts and Fees. We provide discounts to end-user members of certain GPOs under collective purchasing contracts between us and the GPOs. We also provide discounts to certain hospitals, who are members of the GPOs, with which we do not have contracts. The end-user members purchase products from the wholesalers at a contracted discounted price, and the wholesalers then charge back to us the difference between the current retail price and the price the end-users paid for the product. We also incur GPO administrative service fees for these transactions. In addition, we provide predetermined discounts under certain government programs. Our estimate for these chargebacks and fees take into consideration contractual terms, historical utilization rates, as available, and our expectations regarding future utilization rates.
Allowances for product returns and chargebacks are based on amounts owed or to be claimed on the related sales. We believe that our estimated product returns for Hylenex recombinant requires a high degree of judgment and is subject to change based on our experience and certain quantitative and qualitative factors. In order to develop a methodology to reliably estimate future returns and provide a basis for recognizing revenue on sales to wholesale distributors, we analyzed many factors, including, without limitation: (1) actual Hylenex recombinant product return history, taking into account product expiration dating at the time of shipment, (2) re-order activities of the wholesalers as well as their customers and (3) levels of inventory at the wholesale channel. We have monitored actual return history on an individual product lot basis since product launch. We considered the dating of product at the time of shipment into the distribution channel and changes in the estimated levels of inventory within the distribution channel to estimate our exposure for returned product. We considered historical chargebacks activity and current contract prices to estimate our exposure for returned product. Based on the data gathered, we believe we have the information needed to reasonably estimate product returns and chargebacks.
We recognize product sales allowances as a reduction of product sales in the same period the related revenue is recognized. Because of the shelf life of Hylenex recombinant and our lengthy return period, there may be a significant period of time between when the product is shipped and when we issue credits on returned product. If actual results differ from our estimates, we will be required to make adjustments to these allowances in the future, which could have an effect on product sales revenue and earnings in the period of adjustments.
Bulk rHuPH20
Subsequent to receiving marketing approval from the FDA or comparable regulatory agencies in foreign countries, sales of bulk rHuPH20 for use in collaboration commercial products are recognized as product sales when the materials have met all the specifications required for the customer's acceptance and title and risk of loss have transferred to the customer. Following the receipts of European marketing approvals of Roche's Herceptin SC product in August 2013 and MabThera SC product in March 2014 and Baxter's HyQvia product in May 2013, revenue from the sales of bulk rHuPH20 for these collaboration products are recognized as product sales. For the three months ended June 30, 2014 and 2013, we recognized product sales of bulk rHuPH20 for Roche collaboration products in the amounts of $6.0 million and zero, respectively, and for Baxter collaboration product of zero and $1.1 million, respectively. For the six months ended June 30, 2014 and 2013, we recognized product sales of bulk rHuPH20 for Roche collaboration products of $11.9 million and zero, respectively, and for Baxter collaboration product of zero and $1.1 million, respectively.
Revenues under Collaborative Agreements
We have license and collaboration agreements under which the collaborators obtained worldwide rights for the use of our proprietary rHuPH20 enzyme in the development and commercialization of the collaborators’ biologic compounds. The collaborative agreements contain multiple elements including nonrefundable payments at the inception of the arrangement, license fees, exclusivity fees, payments based on achievement of specified milestones designated in the collaborative agreements, annual maintenance fees, reimbursements of research and development services, payments for supply of bulk rHuPH20 for the collaborator and/or royalties on sales of products resulting from collaborative agreements. We analyze each element of our collaborative agreements and consider a variety of factors in determining the appropriate method of revenue recognition of each element.
In order to account for the multiple-element arrangements, we identify the deliverables included within the agreement and evaluate which deliverables represent units of accounting. Analyzing the arrangement to identify deliverables requires the use of judgment, and each deliverable may be an obligation to deliver services, a right or license to use an asset, or another performance obligation. The deliverables under our collaborative agreements include (i) the license to our rHuPH20 technology, (ii) at the collaborator’s request, research and development services which are reimbursed at contractually determined rates, and (iii) at the collaborator’s request, supply of bulk rHuPH20 which is reimbursed at our cost plus a margin. A delivered item is considered a separate unit of accounting when the delivered item has value to the collaborator on a standalone basis based on the consideration of the relevant facts and circumstances for each arrangement. Factors considered in this determination include the research capabilities of the collaborator and the availability of research expertise in this field in the general marketplace.
Arrangement consideration is allocated at the inception of the agreement to all identified units of accounting based on their relative selling price. The relative selling price for each deliverable is determined using vendor specific objective evidence (“VSOE”) of selling price or third-party evidence of selling price if VSOE does not exist. If neither VSOE nor third-party evidence of selling price exists, we use our best estimate of the selling price for the deliverable. The amount of allocable arrangement consideration is limited to amounts that are not contingent upon the delivery of additional items or meeting other specified performance conditions. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. Changes in the allocation of the sales price between delivered and undelivered elements can impact revenue recognition but do not change the total revenue recognized under any agreement.
Nonrefundable upfront license fee payments are recognized upon delivery of the license if facts and circumstances dictate that the license has standalone value from the undelivered items, which generally include research and development services and the manufacture of bulk rHuPH20, the relative selling price allocation of the license is equal to or exceeds the upfront license fee, persuasive evidence of an arrangement exists, our price to the collaborator is fixed or determinable and collectibility is reasonably assured. Upfront license fee payments are deferred if facts and circumstances dictate that the license does not have standalone value. The determination of the length of the period over which to defer revenue is subject to judgment and estimation and can have an impact on the amount of revenue recognized in a given period.
The terms of our collaborative agreements provide for milestone payments upon achievement of certain development and regulatory events and/or specified sales volumes of commercialized products by the collaborator. We account for milestone payments in accordance with the provisions of ASU No. 2010-17, Revenue Recognition - Milestone Method. We recognize consideration that is contingent upon the achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone is substantive in its entirety. A milestone is considered substantive when it meets all of the following criteria:
1.
The consideration is commensurate with either the entity’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone,
2.
The consideration relates solely to past performance, and
3.
The consideration is reasonable relative to all of the deliverables and payment terms within the arrangement.
A milestone is defined as an event (i) that can only be achieved based in whole or in part on either the entity’s performance or on the occurrence of a specific outcome resulting from the entity’s performance, (ii) for which there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved and (iii) that would result in additional payments being due to the vendor.
Reimbursements of research and development services are recognized as revenue during the period in which the services are performed as long as there is persuasive evidence of an arrangement, the fee is fixed or determinable and collection of the related receivable is reasonably assured. Revenue from the manufacture of bulk rHuPH20 is recognized when the materials have met all specifications required for the collaborator's acceptance and title and risk of loss have transferred to the collaborator. We do not directly control when any collaborator will request research and development services or supply of bulk rHuPH20; therefore, we cannot predict when we will recognize revenues in connection with research and development services and supply of bulk rHuPH20.
Royalty revenue from sales of collaboration products by our collaborators will be recognized when received, which is generally in the quarter following the quarter in which the corresponding sales occur.
The collaborative agreements typically provide the collaborators the right to terminate such agreement in whole or on a product-by-product or target-by-target basis at any time upon 30 to 90 days prior written notice to us. There are no performance, cancellation, termination or refund provisions in any of our collaborative agreements that contain material financial consequences to us.
Refer to Note 4, Collaborative Agreements, for further discussion on our collaborative agreements.
Cost of Product Sales
Cost of product sales consists primarily of raw materials, third-party manufacturing costs, fill and finish costs, freight costs, internal costs and manufacturing overhead associated with the production of Hylenex recombinant and bulk rHuPH20 for use in approved collaboration products. Cost of product sales also consists of the write-down of excess, dated and obsolete inventories and the write-off of any inventories that do not meet certain product specifications, if any.
Research and Development Expenses
Research and development expenses include salaries and benefits, facilities and other overhead expenses, external clinical trial expenses, research related manufacturing services, contract services and other outside expenses. Research and development expenses are charged to operations as incurred when these expenditures relate to our research and development efforts and have no alternative future uses. After receiving approval from the FDA or comparable regulatory agencies in foreign countries for a product, costs related to purchases and manufacturing of bulk rHuPH20 for product are capitalized as inventory. The manufacturing costs of bulk rHuPH20 for the collaboration products, Herceptin SC, MabThera SC and HyQvia, incurred after the receipt of the European marketing approvals are capitalized as inventory.
In accordance with certain research and development agreements, we are obligated to make certain upfront payments upon execution of the agreement. Advance payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts will be recognized as an expense as the related goods are delivered or the related services are performed or such time when we do not expect the goods to be delivered or services to be performed.
Milestone payments that we make in connection with in-licensed technology for a particular research and development project that have no alternative future uses (in other research and development projects or otherwise) and therefore no separate economic values are expensed as research and development costs at the time the costs are incurred. We have no in-licensed technologies that have alternative future uses in research and development projects or otherwise.
Clinical Trial Expenses
Payments in connection with our clinical trials are often made under contracts with multiple contract research organizations that conduct and manage clinical trials on our behalf. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time-and-material basis. Payments under these contracts depend on factors such as the successful enrollment or treatment of patients or the completion of other clinical trial milestones.
Expenses related to clinical trials are accrued based on our estimates and/or representations from service providers regarding work performed, including actual level of patient enrollment, completion of patient studies and progress of the clinical trials. Other incidental costs related to patient enrollment or treatment are accrued when reasonably certain. If the contracted amounts are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), we modify our accruals accordingly on a prospective basis. Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. Historically, we have had no material changes in clinical trial expense accruals that had a material impact on our consolidated results of operations or financial position.
Share-Based Compensation
We record compensation expense associated with stock options and other share-based awards in accordance with the authoritative guidance for stock-based compensation. The cost of employee services received in exchange for an award of an equity instrument is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense on a straight-line basis, net of estimated forfeitures, over the requisite service period of the award. Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period.
Total share-based compensation expense related to all of our share-based awards was allocated as follows (in thousands):
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2014
 
2013
 
2014
 
2013
Research and development
 
$
1,818

 
$
1,138

 
$
3,440

 
$
2,262

Selling, general and administrative
 
1,776

 
1,301

 
3,449

 
2,574

Share-based compensation expense
 
$
3,594

 
$
2,439

 
$
6,889

 
$
4,836


Since we have a net operating loss carryforward as of June 30, 2014, no excess tax benefits for the tax deductions related to share-based awards were recognized in the interim unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2014.
As of June 30, 2014, total unrecognized estimated compensation cost related to non-vested stock options and non-vested restricted stock awards and restricted stock units granted prior to that date was approximately $18.9 million and $15.7 million, respectively, which is expected to be recognized over a weighted-average period of approximately 2.8 years and 2.5 years, respectively.
Net Loss Per Share
Basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Stock options, unvested restricted stock awards (“RSAs”) and unvested restricted stock units (“RSUs”) are considered common stock equivalents and are only included in the calculation of diluted earnings per common share when their effect is dilutive. Because of our net loss, outstanding stock options, outstanding RSUs and unvested RSAs totaling approximately 9.8 million and 9.2 million were excluded from the calculation of diluted net loss per common share for the three and six months ended June 30, 2014 and 2013, respectively, because their effect is anti-dilutive.
Segment Information
We operate our business in one segment, which includes all activities related to the research, development and commercialization of our proprietary enzymes that can be used to facilitate the delivery of injected drugs and fluids, thus enhancing the efficacy and the convenience of other drugs or to alter abnormal tissue structures for clinical benefit. This segment also includes revenues and expenses related to (i) research and development and bulk rHuPH20 manufacturing activities conducted under our collaborative agreements with third parties and (ii) product sales of Hylenex recombinant. The chief operating decision-maker reviews the operating results on an aggregate basis and manages the operations as a single operating segment.
Marketable Securities (Notes)
Marketable securities disclosure
Marketable Securities
Available-for-sale marketable securities consisted of the following (in thousands):
 
 
June 30, 2014
Description
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Estimated Fair Value
Corporate debt securities
 
$
82,527

 
$
18

 
$
(15
)
 
$
82,530

Commercial paper
 
8,983

 

 

 
8,983

 
 
$
91,510

 
$
18

 
$
(15
)
 
$
91,513


 
 
December 31, 2013
Description
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Estimated Fair Value
Corporate debt securities
 
$
35,130

 
$
20

 
$
(3
)
 
$
35,147

Commercial paper
 
5,999

 

 

 
5,999

Certificates of deposit
 
3,000

 

 

 
3,000

 
 
$
44,129

 
$
20

 
$
(3
)
 
$
44,146


As of June 30, 2014, $51.2 million of our available-for-sale marketable securities were scheduled to mature within the next 12 months, and $40.3 million were scheduled to mature between twelve and eighteen months from June 30, 2014. There were $40.8 million of securities that matured during the six months ended June 30, 2014. As of June 30, 2014, we had nine available-for-sale securities in a gross unrealized loss position, all of which had been in such position for less than twelve months. Based on our review of these securities, we believe we had no other-than-temporary impairments on these securities as of June 30, 2014 because we do not intend to sell these securities and it is not more likely than not that we will be required to sell these securities before the recovery of their amortized cost basis.
Collaborative Agreements (Notes)
Collaborative Agreements
Collaborative Agreements
Roche Collaboration
In December 2006, we and Roche entered into a license and collaborative agreement under which Roche obtained a worldwide, exclusive license to develop and commercialize product combinations of rHuPH20 and up to thirteen Roche target compounds (the “Roche Collaboration”). As of June 30, 2014, Roche has elected a total of five exclusive targets and retains the option to develop and commercialize rHuPH20 with three additional targets, provided that Roche continues to pay annual maintenance fees to us. Roche received European marketing approval in August 2013 for its collaboration product, Herceptin SC, for the treatment of patients with HER2-positive breast cancer and launched Herceptin SC in the European Union (“EU”) in September 2013.
In March 2014, Roche received European marketing approval for its collaboration product, MabThera SC, for the treatment of patients with common forms of non-Hodgkin lymphoma (“NHL”). In June 2014, Roche launched MabThera SC in the EU which triggered a $5.0 million sales-based payment due to us in July 2014 for the achievement of the first commercial sale pursuant to the terms of the Roche Collaboration. Due to our continuing involvement obligations, revenue from the sales-based payment will be deferred and amortized over the remaining term of the Roche Collaboration.
Roche assumes all development, manufacturing, clinical, regulatory, sales and marketing costs under the Roche Collaboration, while we are responsible for the supply of bulk rHuPH20. We are entitled to receive reimbursements for providing research and development services and bulk rHuPH20 to Roche at its request.
Under the terms of the Roche Collaboration, Roche pays us a royalty on each product commercialized under the agreement consisting of a mid-single digit percent of the net sales of such product. Unless terminated earlier in accordance with its terms, the Roche Collaboration continues in effect until the expiration of Roche's obligation to pay royalties. Roche has the obligation to pay royalties with respect to each product in each country, during the period equal to the longer of: (a) the duration of any valid claim of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers the product in such country or (b) ten years following the date of the first commercial sale of such product in such country.
As of June 30, 2014, we have received $72.5 million from Roche, including the $20.0 million upfront license fee payment for the application of rHuPH20 to the initial three Roche exclusive targets, $21.5 million in connection with Roche's election of two additional exclusive targets and annual license maintenance fees for the right to designate the remaining targets as exclusive targets, $13.0 million in clinical development milestone payments, $8.0 million in regulatory milestone payments and a $10.0 million sales-based payment. In addition, for the three and six months ended June 30, 2014, we recorded $5.0 million in deferred revenue for the achievement of the MabThera SC first commercial sale milestone, which was included in our consolidated accounts receivable as of June 30, 2014. This amount was received in July 2014. Due to our continuing involvement obligations (for example, support activities associated with rHuPH20), revenues from the upfront payment, exclusive designation fees, annual license maintenance fees and sales-based payments were deferred and are being recognized over the term of the Roche Collaboration.
For the three months ended June 30, 2014 and 2013, we recognized approximately $5.8 million and $0.5 million, respectively, of Roche deferred revenues as revenues under collaborative agreements. For the six months ended June 30, 2014 and 2013, we recognized approximately $6.5 million and $3.3 million, respectively, of Roche deferred revenues as revenues under collaborative agreements. In addition, for the three and six months ended June 30, 2014, we recognized $0.7 million and $2.0 million, respectively, of Roche deferred revenue of bulk rHuPH20 as product sales revenue. The total of Roche deferred revenues was approximately $43.6 million and $41.6 million as of June 30, 2014 and December 31, 2013, respectively.
Gammagard Collaboration
In September 2007, we entered into a license and collaborative agreement with Baxter, under which Baxter obtained a worldwide, exclusive license to develop and commercialize a product consisting of rHuPH20 combined with a current Baxter product, GAMMAGARD LIQUID (the “Gammagard Collaboration”). In May 2013, the European Commission granted Baxter marketing authorization in all EU Member States for the use of HyQvia (solution for subcutaneous use), a combination of GAMMAGARD LIQUID and rHuPH20 in dual vial units, as replacement therapy for adult patients with primary and secondary immunodeficiencies. Baxter launched HyQvia in the first EU country in July 2013 and in a number of other EU countries in the second half of 2013. Baxter has stated that it plans to expand the launch to additional EU countries in 2014.
The Gammagard Collaboration is applicable to both kit and formulation combinations. Baxter assumes all development, manufacturing, clinical, regulatory, sales and marketing costs under the Gammagard Collaboration, while we are responsible for the supply of bulk rHuPH20. We perform research and development activities and supply bulk rHuPH20 at the request of Baxter, and are reimbursed by Baxter under the terms of the Gammagard Collaboration. In addition, Baxter has certain product development and commercialization obligations in major markets identified in the Gammagard Collaboration.
Unless terminated earlier in accordance with its terms, the Gammagard Collaboration continues in effect until the expiration of Baxter's obligation to pay royalties. Baxter has the obligation to pay royalties, with respect to each product in each country, during the period equal to the longer of: (a) the duration of any valid claim of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers the product in such country or (b) ten years following the date of the first commercial sale of such product in such country.
As of June 30, 2014, we have received $17.0 million under the Gammagard Collaboration, including the $10.0 million upfront license fee payment, a $3.0 million regulatory milestone payment and a $4.0 million sales-based payment. Baxter pays us a royalty on HyQvia consisting of a mid-single digit percent of the net sales of such product. Due to our continuing involvement obligations (for example, support activities associated with rHuPH20 enzyme), the upfront and sales-based payments were deferred and are being recognized over the term of the Gammagard Collaboration. We recognized revenue from the upfront and sales-based payments in the amount of approximately $0.2 million and $0.1 million for the three months ended June 30, 2014 and 2013, respectively, and $0.4 million and $0.2 million for the six months ended June 30, 2014 and 2013, respectively. Deferred revenue relating to the upfront and sales-based payments under the Gammagard Collaboration was approximately $10.1 million and $10.5 million as of June 30, 2014 and December 31, 2013, respectively.    
Other Collaborations
In December 2012, we and Pfizer entered into a collaboration and license agreement, under which Pfizer has the worldwide license to develop and commercialize products combining rHuPH20 enzyme with Pfizer proprietary biologics directed at up to six targets (the “Pfizer Collaboration”). Targets may be selected on an exclusive or non-exclusive basis. As of June 30, 2014, we have received $12.0 million under the Pfizer Collaboration, including $11.0 million in upfront and license fee payments for the licenses to four specified exclusive targets and two additional targets which Pfizer has the right to elect in the future upon payment of additional fees. Unless terminated earlier in accordance with its terms, the Pfizer Collaboration continues in effect until the later of (i) expiration of the last to expire of the valid claims of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers a product developed under the collaboration, and (ii) expiration of the last to expire royalty term for a product developed under the collaboration. The royalty term of a product developed under the Pfizer Collaboration, with respect to each country, consists of the period equal to the longer of: (a) the duration of any valid claim of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers the product in such country or (b) ten years following the date of the first commercial sale of such product in such country. Pfizer may terminate the agreement prior to expiration for any reason in its entirety or on a target-by-target basis upon 30 days prior written notice to us. Upon any such termination, the license granted to Pfizer (in total or with respect to the terminated target, as applicable) will terminate, provided, however, that in the event of expiration of the agreement, the licenses granted will become perpetual, non-exclusive and fully paid-up.
In May 2011, we and ViroPharma entered into a collaboration and license agreement, under which ViroPharma obtained a worldwide exclusive license for the use of rHuPH20 enzyme in the development and commercialization of a subcutaneous injectable formulation of ViroPharma's commercialized product, Cinryze® (C1 esterase inhibitor [human]) (the “ViroPharma Collaboration”). In addition, the license provided ViroPharma with exclusivity to C1 esterase inhibitor and to the hereditary angioedema indication, along with three additional orphan indications. As of June 30, 2014, we have received $14.0 million from ViroPharma, including the $9.0 million nonrefundable upfront license fee payment and a $3.0 million clinical development milestone payment. The ViroPharma Collaboration was terminated effective May 2014.
In June 2011, we and Intrexon entered into a collaboration and license agreement, under which Intrexon obtained a worldwide exclusive license for the use of rHuPH20 enzyme in the development and commercialization of a subcutaneous injectable formulation of Intrexon's recombinant human alpha 1-antitrypsin (rHuA1AT) (the “Intrexon Collaboration”). In addition, the license provided Intrexon with exclusivity for a defined indication (“Exclusive Field”). As of June 30, 2014, we have received $11.0 million from Intrexon, including a nonrefundable upfront license fee payment of $9.0 million. Intrexon's chief executive officer, chairman of its board of directors and major shareholder is also a member of our board of directors. The Intrexon Collaboration was terminated effective May 2014.
We identified the deliverables at the inception of the Pfizer, ViroPharma and Intrexon agreements which are the license, research and development services and supply of bulk rHuPH20. We have determined that the license, research and development services and supply of bulk rHuPH20 individually represent separate units of accounting, because each deliverable has standalone value. The estimated selling prices for these units of accounting were determined based on market conditions, the terms of comparable collaborative arrangements for similar technology in the pharmaceutical and biotech industry and entity-specific factors such as the terms of our previous collaborative agreements, our pricing practices and pricing objectives and the nature of the research and development services to be performed for the collaborators. The arrangement consideration was allocated to the deliverables based on the relative selling price method.
The amount allocable to the delivered unit or units of accounting is limited to the amount that is not contingent upon the delivery of additional items or meeting other specified performance conditions (the noncontingent amount). As such, we excluded from the allocable arrangement consideration the milestone payments, annual exclusivity fees and royalties regardless of the probability of receipt. Based on the results of our analysis, we allocated $11.0 million in license fees from Pfizer, the $9.0 million upfront license fee from ViroPharma and the $9.0 million upfront license fee from Intrexon to the license fee deliverable under each of the arrangements. We determined that the upfront payments were earned upon the granting of the worldwide, exclusive right to our technology to the collaborators in these arrangements. As a result, we recognized $11.0 million in license fees under the Pfizer Collaboration, the $9.0 million upfront license fee under the ViroPharma Collaboration and the $9.0 million upfront license fee received under the Intrexon Collaboration as revenues under collaborative agreements in the period when such license fees were earned. There were no revenues recognized related to milestone payments under these collaborations for the three and six months ended June 30, 2014 and 2013.
Pfizer is solely responsible for the development, manufacturing and marketing of any products resulting from their respective collaborations. We are entitled to receive payments for research and development services and supply of bulk rHuPH20 to Pfizer if requested by Pfizer. We recognize amounts allocated to research and development services as revenues under collaborative agreements as the related services are performed. We recognize amounts allocated to the sales of bulk rHuPH20 as revenues under collaborative agreement when such bulk rHuPH20 has met all required specifications by the collaborator and the related title and risk of loss and damages have passed to the collaborator. We cannot predict the timing of delivery of research and development services and bulk rHuPH20 as they are at the collaborator's requests.
Pursuant to the terms of our collaboration agreements with Roche and Pfizer, we are entitled to receive additional milestone payments for the successful development of the elected targets in the aggregate of up to approximately $55.0 million upon achievement of specified clinical development milestone events and up to approximately $12.0 million upon achievement of specified regulatory milestone events in connection with specified regulatory filings and receipt of marketing approvals.
Certain Balance Sheet Items (Notes)
Certain Balance Sheet Items
Certain Balance Sheet Items
Accounts receivable, net consisted of the following (in thousands):
 
 
June 30,
2014
 
December 31,
2013
Accounts receivable from revenues under collaborative agreements
 
$
6,466

 
$
3,707

Accounts receivable from product sales to collaborators
 
5,627

 
4,495

Accounts receivable from other product sales
 
1,400

 
1,505

     Subtotal
 
13,493

 
9,707

Allowance for distribution fees and discounts
 
(598
)
 
(610
)
     Total accounts receivable, net
 
$
12,895

 
$
9,097


Inventories consisted of the following (in thousands):
 
 
June 30,
2014
 
December 31,
2013
Raw materials
 
$
1,124

 
$
1,137

Work-in-process
 
4,370

 
4,280

Finished goods
 
1,620

 
753

     Total inventories
 
$
7,114

 
$
6,170


Prepaid expenses and other assets consisted of the following (in thousands):
 
 
June 30,
2014
 
December 31,
2013
Prepaid manufacturing expenses
 
$
4,641

 
$
5,884

Prepaid research and development expenses
 
3,739

 
3,522

Other prepaid expenses
 
1,492

 
1,339

Other assets
 
680

 
356

     Total prepaid expenses and other assets
 
10,552

 
11,101

Less long-term portion
 
2,586

 
2,676

     Total prepaid expenses and other assets, current
 
$
7,966

 
$
8,425


Property and equipment, net consisted of the following (in thousands):
 
 
June 30,
2014
 
December 31,
2013
Research equipment
 
$
8,167

 
$
7,714

Computer and office equipment
 
2,076

 
1,949

Leasehold improvements
 
1,503

 
1,408

     Subtotal
 
11,746

 
11,071

Accumulated depreciation and amortization
 
(8,403
)
 
(7,649
)
     Property and equipment, net
 
$
3,343

 
$
3,422


Depreciation and amortization expense totaled approximately $0.4 million and $0.3 million for the three months ended June 30, 2014 and 2013, respectively, and approximately $0.8 million and $0.6 million for the six months ended June 30, 2014 and 2013, respectively.
Accrued expenses consisted of the following (in thousands):
 
 
June 30,
2014
 
December 31,
2013
Accrued outsourced research and development
 
$
8,607

 
$
3,377

Accrued compensation and payroll taxes
 
4,090

 
7,075

Accrued outsourced manufacturing expenses
 
2,546

 
3,233

Other accrued expenses
 
2,102

 
1,235

     Total accrued expenses
 
17,345

 
14,920

Less long-term accrued outsourced research and development
 
890

 
551

     Total accrued expenses, current
 
$
16,455

 
$
14,369


Long-term accrued outsourced research and development is included in other long-term liabilities in the condensed consolidated balance sheets.
Deferred revenue consisted of the following (in thousands):
 
 
June 30,
2014
 
December 31,
2013
Collaborative agreements
 
$
53,718

 
$
51,185

Product sales
 

 
1,958

Total deferred revenue
 
53,718

 
53,143

Less current portion
 
5,153

 
7,398

Deferred revenue, net of current portion
 
$
48,565

 
$
45,745

Long-Term Debt (Notes)
Long-term Debt
Long-Term Debt, Net
In December 2013, we entered into an Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) (collectively, the “Lenders”), amending and restating in its entirety our original loan agreement with the Lenders, dated December 2012. The Loan Agreement provided for an additional $20 million principal amount of new term loan, bringing the total term loan balance to $50 million. The proceeds are to be used for working capital and general business requirements. The amended term loan facility matures on January 1, 2018.
Consistent with the original loan, the Loan Agreement provides for a 7.55% interest rate on the term loan and a final payment equal to 8.5% of the original principal amount, or $4.25 million, which is due when the term loan becomes due or upon the prepayment of the facility. The amended term loan repayment schedule provides for interest only payments in arrears for the first 12 months, followed by consecutive equal monthly payments of principal and interest in arrears starting in February 2015 and continuing through the maturity date. We have the option to prepay the outstanding balance of the term loan in full, subject to a prepayment fee of 1% to 3% depending upon when the prepayment occurs.
In connection with the term loan, the debt offering costs have been recorded as a debt discount on our condensed consolidated balance sheets which together with the final payment and fixed interest rate payments are being amortized to interest expense throughout the life of the term loan using the effective interest rate method.
The amended term loan is secured by substantially all of the assets of the Company and our subsidiary, Halozyme, Inc., except that the collateral does not include any intellectual property (including licensing, collaboration and similar agreements relating thereto), and certain other excluded assets. The Loan Agreement contains customary representations, warranties and covenants by us, which covenants limit our ability to convey, sell, lease, transfer, assign or otherwise dispose of certain of our assets; engage in any business other than the businesses currently engaged in by us or reasonably related thereto; liquidate or dissolve; make certain management changes; undergo certain change of control events; create, incur, assume, or be liable with respect to certain indebtedness; grant certain liens; pay dividends and make certain other restricted payments; make certain investments; make payments on any subordinated debt; and enter into transactions with any of our affiliates outside of the ordinary course of business or permit our subsidiaries to do the same. In addition, subject to certain exceptions, we are required to maintain with SVB our primary deposit accounts, securities accounts and commodities, and to do the same for our domestic subsidiary.
The Loan Agreement also contains customary indemnification obligations and customary events of default, including, among other things, our failure to fulfill certain of our obligations under the Loan Agreement and the occurrence of a material adverse change which is defined as a material adverse change in our business, operations, or condition (financial or otherwise), a material impairment of the prospect of repayment of any portion of the loan, or a material impairment in the perfection or priority of lender's lien in the collateral or in the value of such collateral. In the event of default by us under the Loan Agreement, the Lenders would be entitled to exercise their remedies thereunder, including the right to accelerate the debt, upon which we may be required to repay all amounts then outstanding under the Loan Agreement, which could harm our financial condition.
 As of June 30, 2014, we were in compliance with all material covenants under the Loan Agreement and there was no material adverse change in our business, operations or financial condition.
Interest expense, including amortization of the debt discount, related to the long-term debt totaled approximately $1.5 million and $0.8 million for the three months ended June 30, 2014 and 2013, respectively, and approximately $2.8 million and $1.7 million, for the six months ended June 30, 2014 and 2013, respectively. Accrued interest, which is included in other long-term liabilities, was $1.1 million and $18,000 as of June 30, 2014 and December 31, 2013, respectively.
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit)
Stockholders’ Equity (Deficit)
During the six months ended June 30, 2014 and 2013, we issued an aggregate of 810,806 and 15,130 shares of common stock, respectively, in connection with the exercises of stock options at a weighted average exercise price of $5.49 and $4.40 per share, respectively, for net proceeds of approximately $4.5 million and $67,000, respectively. In addition, for the six months ended June 30, 2014 and 2013, we issued 109,039 and 85,782 shares of common stock, respectively, upon vesting of certain RSUs. The RSU holders surrendered 67,704 and 58,061 RSUs, respectively, to pay for minimum withholding taxes totaling approximately $0.9 million and $0.4 million, respectively. In addition, we issued 1,055,122 and 475,496 shares of common stock in connection with the grants of RSAs during the six months ended June 30, 2014 and 2013, respectively. Stock options and unvested RSUs totaling approximately 8.4 million and 7.4 million shares of our common stock were outstanding as of June 30, 2014 and December 31, 2013, respectively.
In February 2014, we completed an underwritten public offering and issued 8,846,153 shares of common stock, including 1,153,846 shares sold pursuant to the full exercise of an over-allotment option granted to the underwriters. All of the shares were offered at a public offering price of $13.00 per share, generating approximately $107.7 million in net proceeds.
Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies
From time to time, we may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of our business. Any of these claims could subject us to costly legal expenses and, while we generally believe that we have adequate insurance to cover many different types of liabilities, our insurance carriers may deny coverage or our policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on our consolidated results of operations and financial position. Additionally, any such claims, whether or not successful, could damage our reputation and business. We currently are not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our consolidated results of operations or financial position.
Summary of Significant Accounting Policies (Policies)
Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) related to a quarterly report on Form 10-Q. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for a complete set of financial statements. These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 28, 2014. The unaudited financial information for the interim periods presented herein reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operations for the periods presented, with such adjustments consisting only of normal recurring adjustments. Operating results for interim periods are not necessarily indicative of the operating results for an entire fiscal year.
The accompanying condensed consolidated financial statements include the accounts of Halozyme Therapeutics, Inc. and our wholly owned subsidiary, Halozyme, Inc., and Halozyme, Inc.'s wholly owned subsidiary, Halozyme Holdings Ltd. All intercompany accounts and transactions have been eliminated.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.
Pending Adoption of Recent Accounting Pronouncements
In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). The provisions of ASU 2013-11 require entities to present unrecognized tax benefits as a decrease in a net operating loss, similar tax loss or tax credit carryforward if certain criteria are met. The determination of whether a deferred tax asset is available is based on the unrecognized tax benefit and the deferred tax asset that exists at the reporting date and presumes disallowance of the tax position at the reporting date. The guidance will eliminate the diversity in practice in the presentation of unrecognized tax benefits but will not alter the way in which entities assess deferred tax assets for realizability. The amendments are effective for us for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014. The amendments should be applied prospectively to unrecognized tax benefits that exist at the effective date. Early adoption is permitted. The adoption of ASU 2013-11 will not have a material impact on our consolidated financial position or results of operations.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 ("ASU 2014-09"), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and it is possible when the five step process is applied, more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The updated standard permits the use of either the retrospective or cumulative effect transition method and is effective for us in our first quarter of fiscal year 2017. Early adoption is not permitted. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.
Cash Equivalents and Marketable Securities
Cash equivalents consist of highly liquid investments, readily convertible to cash, that mature within ninety days or less from date of purchase. Our cash equivalents consist of money market funds.
Marketable securities are investments with original maturities of more than ninety days from the date of purchase that are specifically identified to fund current operations. Marketable securities are considered available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date which reflects management's intention to use the proceeds from the sale of these investments to fund our operations, as necessary. Such available-for-sale investments are carried at fair value with unrealized gains and losses recorded in other comprehensive loss and included as a separate component of stockholders' equity (deficit). The cost of marketable securities is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in investment income. We use the specific identification method for calculating realized gains and losses on marketable securities sold. Realized gains and losses and declines in value judged to be other-than-temporary on marketable securities, if any, are included in investment income in the consolidated statements of operations.
Fair Value of Financial Instruments
The authoritative guidance for fair value measurements establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Our financial instruments include cash equivalents, available-for-sale marketable securities, accounts receivable, prepaid expenses, accounts payable, accrued expenses, other long-term liabilities and long-term debt. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, prepaid expenses, accounts payable, accrued expenses and other long-term liabilities are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. Further, based on the borrowing rates currently available to us for loans with similar terms, we believe the fair value of long-term debt approximates its carrying value.
Available-for-sale marketable securities consist of corporate debt securities, commercial paper and certificates of deposit and were measured at fair value using Level 2 inputs. Level 2 financial instruments are valued using market prices on less active markets and proprietary pricing valuation models with observable inputs, including interest rates, yield curves, maturity dates, issue dates, settlement dates, reported trades, broker-dealer quotes, issue spreads, benchmark securities or other market related data. We obtain the fair value of Level 2 investments from our investment manager, who obtains these fair values from a third-party pricing service. We validate the fair values of Level 2 financial instruments provided by our investment manager by comparing these fair values to a third-party pricing source.
Inventories
Inventories are stated at lower of cost or market. Cost is determined on a first-in, first-out basis. Inventories are reviewed periodically for potential excess, dated or obsolete status. Management evaluates the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared to quantities on hand, the price we expect to obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand.
Prior to receiving marketing approval from the U.S. Food and Drug Administration (“FDA”) or comparable regulatory agencies in foreign countries, costs related to purchases of bulk rHuPH20 and raw materials and the manufacturing of the product candidates are recorded as research and development expense. All direct manufacturing costs incurred after receiving marketing approval are capitalized as inventory. Inventories used in clinical trials are expensed at the time the inventories are packaged for the clinical trials.
Revenue Recognition
We generate revenues from product sales and collaborative agreements. Payments received under collaborative agreements may include nonrefundable fees at the inception of the agreements, license fees, milestone payments for specific achievements designated in the collaborative agreements, reimbursements of research and development services and supply of bulk rHuPH20, and/or royalties on sales of products resulting from collaborative arrangements.
We recognize revenues in accordance with the authoritative guidance for revenue recognition. We recognize revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectibility is reasonably assured.
Product Sales, Net
Hylenex Recombinant
In December 2011, we reintroduced Hylenex recombinant to the market. We sell Hylenex recombinant in the United States to wholesale pharmaceutical distributors, who sell the product to hospitals and other end-user customers. Sales to wholesalers provide for selling prices that are fixed on the date of sale, although we offer discounts to certain group purchasing organizations (“GPOs”), hospitals and government programs. The wholesalers take the title to the product, bear the risk of loss of ownership and have economic substance to the inventory. Further, we have no significant obligations for future performance to generate pull-through sales.
Prior to December 31, 2013, Hylenex recombinant had a limited sales history and we could not reliably estimate expected returns and chargebacks of the product at the time the product was sold to the wholesalers. Accordingly, we deferred the recognition of revenue on sales of Hylenex recombinant to wholesalers, and instead, recognized revenue at the time when evidence existed to confirm that pull-through sales from wholesalers to the hospitals or other end-user customers had occurred or the right of return no longer existed, whichever occurred earlier. At the time product sales revenue was recognized, we recorded allowances for product returns and chargebacks based on our best estimates at the time. Shipments of product that were not recognized as revenue were treated as deferred revenue.
At December 31, 2013, we had developed sufficient historical experience and data to reasonably estimate future returns and chargebacks of Hylenex recombinant. As a result, effective December 31, 2013 we began recognizing Hylenex recombinant product sales and related cost of product sales at the time title transfers to the wholesalers.
Upon recognition of revenue from product sales of Hylenex recombinant, we record certain sales reserves and allowances as a reduction to gross revenue. These reserves and allowances include:
Product Returns. We allow the wholesalers to return product that is damaged or received in error. In addition, we accept unused product to be returned beginning six months prior to and ending twelve months following product expiration. Our estimates for expected returns of expired products are based primarily on an ongoing analysis of historical return patterns.
Distribution Fees. The distribution fees, based on contractually determined rates, arise from contractual agreements we have with certain wholesalers for distribution services they provide with respect to Hylenex recombinant. These fees are generally a fixed percentage of the price of the product purchased by the wholesalers.
Prompt Payment Discounts. We offer cash discounts to certain wholesalers as an incentive to meet certain payment terms. We estimate prompt payment discounts based on contractual terms, historical utilization rates, as available, and our expectations regarding future utilization rates.    
Other Discounts and Fees. We provide discounts to end-user members of certain GPOs under collective purchasing contracts between us and the GPOs. We also provide discounts to certain hospitals, who are members of the GPOs, with which we do not have contracts. The end-user members purchase products from the wholesalers at a contracted discounted price, and the wholesalers then charge back to us the difference between the current retail price and the price the end-users paid for the product. We also incur GPO administrative service fees for these transactions. In addition, we provide predetermined discounts under certain government programs. Our estimate for these chargebacks and fees take into consideration contractual terms, historical utilization rates, as available, and our expectations regarding future utilization rates.
Allowances for product returns and chargebacks are based on amounts owed or to be claimed on the related sales. We believe that our estimated product returns for Hylenex recombinant requires a high degree of judgment and is subject to change based on our experience and certain quantitative and qualitative factors. In order to develop a methodology to reliably estimate future returns and provide a basis for recognizing revenue on sales to wholesale distributors, we analyzed many factors, including, without limitation: (1) actual Hylenex recombinant product return history, taking into account product expiration dating at the time of shipment, (2) re-order activities of the wholesalers as well as their customers and (3) levels of inventory at the wholesale channel. We have monitored actual return history on an individual product lot basis since product launch. We considered the dating of product at the time of shipment into the distribution channel and changes in the estimated levels of inventory within the distribution channel to estimate our exposure for returned product. We considered historical chargebacks activity and current contract prices to estimate our exposure for returned product. Based on the data gathered, we believe we have the information needed to reasonably estimate product returns and chargebacks.
We recognize product sales allowances as a reduction of product sales in the same period the related revenue is recognized. Because of the shelf life of Hylenex recombinant and our lengthy return period, there may be a significant period of time between when the product is shipped and when we issue credits on returned product. If actual results differ from our estimates, we will be required to make adjustments to these allowances in the future, which could have an effect on product sales revenue and earnings in the period of adjustments.
Bulk rHuPH20
Subsequent to receiving marketing approval from the FDA or comparable regulatory agencies in foreign countries, sales of bulk rHuPH20 for use in collaboration commercial products are recognized as product sales when the materials have met all the specifications required for the customer's acceptance and title and risk of loss have transferred to the customer. Following the receipts of European marketing approvals of Roche's Herceptin SC product in August 2013 and MabThera SC product in March 2014 and Baxter's HyQvia product in May 2013, revenue from the sales of bulk rHuPH20 for these collaboration products are recognized as product sales. For the three months ended June 30, 2014 and 2013, we recognized product sales of bulk rHuPH20 for Roche collaboration products in the amounts of $6.0 million and zero, respectively, and for Baxter collaboration product of zero and $1.1 million, respectively. For the six months ended June 30, 2014 and 2013, we recognized product sales of bulk rHuPH20 for Roche collaboration products of $11.9 million and zero, respectively, and for Baxter collaboration product of zero and $1.1 million, respectively.
Revenues under Collaborative Agreements
We have license and collaboration agreements under which the collaborators obtained worldwide rights for the use of our proprietary rHuPH20 enzyme in the development and commercialization of the collaborators’ biologic compounds. The collaborative agreements contain multiple elements including nonrefundable payments at the inception of the arrangement, license fees, exclusivity fees, payments based on achievement of specified milestones designated in the collaborative agreements, annual maintenance fees, reimbursements of research and development services, payments for supply of bulk rHuPH20 for the collaborator and/or royalties on sales of products resulting from collaborative agreements. We analyze each element of our collaborative agreements and consider a variety of factors in determining the appropriate method of revenue recognition of each element.
In order to account for the multiple-element arrangements, we identify the deliverables included within the agreement and evaluate which deliverables represent units of accounting. Analyzing the arrangement to identify deliverables requires the use of judgment, and each deliverable may be an obligation to deliver services, a right or license to use an asset, or another performance obligation. The deliverables under our collaborative agreements include (i) the license to our rHuPH20 technology, (ii) at the collaborator’s request, research and development services which are reimbursed at contractually determined rates, and (iii) at the collaborator’s request, supply of bulk rHuPH20 which is reimbursed at our cost plus a margin. A delivered item is considered a separate unit of accounting when the delivered item has value to the collaborator on a standalone basis based on the consideration of the relevant facts and circumstances for each arrangement. Factors considered in this determination include the research capabilities of the collaborator and the availability of research expertise in this field in the general marketplace.
Arrangement consideration is allocated at the inception of the agreement to all identified units of accounting based on their relative selling price. The relative selling price for each deliverable is determined using vendor specific objective evidence (“VSOE”) of selling price or third-party evidence of selling price if VSOE does not exist. If neither VSOE nor third-party evidence of selling price exists, we use our best estimate of the selling price for the deliverable. The amount of allocable arrangement consideration is limited to amounts that are not contingent upon the delivery of additional items or meeting other specified performance conditions. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. Changes in the allocation of the sales price between delivered and undelivered elements can impact revenue recognition but do not change the total revenue recognized under any agreement.
Nonrefundable upfront license fee payments are recognized upon delivery of the license if facts and circumstances dictate that the license has standalone value from the undelivered items, which generally include research and development services and the manufacture of bulk rHuPH20, the relative selling price allocation of the license is equal to or exceeds the upfront license fee, persuasive evidence of an arrangement exists, our price to the collaborator is fixed or determinable and collectibility is reasonably assured. Upfront license fee payments are deferred if facts and circumstances dictate that the license does not have standalone value. The determination of the length of the period over which to defer revenue is subject to judgment and estimation and can have an impact on the amount of revenue recognized in a given period.
The terms of our collaborative agreements provide for milestone payments upon achievement of certain development and regulatory events and/or specified sales volumes of commercialized products by the collaborator. We account for milestone payments in accordance with the provisions of ASU No. 2010-17, Revenue Recognition - Milestone Method. We recognize consideration that is contingent upon the achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone is substantive in its entirety. A milestone is considered substantive when it meets all of the following criteria:
1.
The consideration is commensurate with either the entity’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone,
2.
The consideration relates solely to past performance, and
3.
The consideration is reasonable relative to all of the deliverables and payment terms within the arrangement.
A milestone is defined as an event (i) that can only be achieved based in whole or in part on either the entity’s performance or on the occurrence of a specific outcome resulting from the entity’s performance, (ii) for which there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved and (iii) that would result in additional payments being due to the vendor.
Reimbursements of research and development services are recognized as revenue during the period in which the services are performed as long as there is persuasive evidence of an arrangement, the fee is fixed or determinable and collection of the related receivable is reasonably assured. Revenue from the manufacture of bulk rHuPH20 is recognized when the materials have met all specifications required for the collaborator's acceptance and title and risk of loss have transferred to the collaborator. We do not directly control when any collaborator will request research and development services or supply of bulk rHuPH20; therefore, we cannot predict when we will recognize revenues in connection with research and development services and supply of bulk rHuPH20.
Royalty revenue from sales of collaboration products by our collaborators will be recognized when received, which is generally in the quarter following the quarter in which the corresponding sales occur.
The collaborative agreements typically provide the collaborators the right to terminate such agreement in whole or on a product-by-product or target-by-target basis at any time upon 30 to 90 days prior written notice to us. There are no performance, cancellation, termination or refund provisions in any of our collaborative agreements that contain material financial consequences to us.
Cost of Product Sales
Cost of product sales consists primarily of raw materials, third-party manufacturing costs, fill and finish costs, freight costs, internal costs and manufacturing overhead associated with the production of Hylenex recombinant and bulk rHuPH20 for use in approved collaboration products. Cost of product sales also consists of the write-down of excess, dated and obsolete inventories and the write-off of any inventories that do not meet certain product specifications, if any.
Research and Development Expenses
Research and development expenses include salaries and benefits, facilities and other overhead expenses, external clinical trial expenses, research related manufacturing services, contract services and other outside expenses. Research and development expenses are charged to operations as incurred when these expenditures relate to our research and development efforts and have no alternative future uses. After receiving approval from the FDA or comparable regulatory agencies in foreign countries for a product, costs related to purchases and manufacturing of bulk rHuPH20 for product are capitalized as inventory. The manufacturing costs of bulk rHuPH20 for the collaboration products, Herceptin SC, MabThera SC and HyQvia, incurred after the receipt of the European marketing approvals are capitalized as inventory.
In accordance with certain research and development agreements, we are obligated to make certain upfront payments upon execution of the agreement. Advance payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts will be recognized as an expense as the related goods are delivered or the related services are performed or such time when we do not expect the goods to be delivered or services to be performed.
Milestone payments that we make in connection with in-licensed technology for a particular research and development project that have no alternative future uses (in other research and development projects or otherwise) and therefore no separate economic values are expensed as research and development costs at the time the costs are incurred. We have no in-licensed technologies that have alternative future uses in research and development projects or otherwise.
Clinical Trial Expenses
Payments in connection with our clinical trials are often made under contracts with multiple contract research organizations that conduct and manage clinical trials on our behalf. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time-and-material basis. Payments under these contracts depend on factors such as the successful enrollment or treatment of patients or the completion of other clinical trial milestones.
Expenses related to clinical trials are accrued based on our estimates and/or representations from service providers regarding work performed, including actual level of patient enrollment, completion of patient studies and progress of the clinical trials. Other incidental costs related to patient enrollment or treatment are accrued when reasonably certain. If the contracted amounts are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), we modify our accruals accordingly on a prospective basis. Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. Historically, we have had no material changes in clinical trial expense accruals that had a material impact on our consolidated results of operations or financial position.
Share-Based Compensation
We record compensation expense associated with stock options and other share-based awards in accordance with the authoritative guidance for stock-based compensation. The cost of employee services received in exchange for an award of an equity instrument is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense on a straight-line basis, net of estimated forfeitures, over the requisite service period of the award. Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period.
Net Loss Per Share
Basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Stock options, unvested restricted stock awards (“RSAs”) and unvested restricted stock units (“RSUs”) are considered common stock equivalents and are only included in the calculation of diluted earnings per common share when their effect is dilutive. Because of our net loss, outstanding stock options, outstanding RSUs and unvested RSAs totaling approximately 9.8 million and 9.2 million were excluded from the calculation of diluted net loss per common share for the three and six months ended June 30, 2014 and 2013, respectively, because their effect is anti-dilutive.
Segment Information
We operate our business in one segment, which includes all activities related to the research, development and commercialization of our proprietary enzymes that can be used to facilitate the delivery of injected drugs and fluids, thus enhancing the efficacy and the convenience of other drugs or to alter abnormal tissue structures for clinical benefit. This segment also includes revenues and expenses related to (i) research and development and bulk rHuPH20 manufacturing activities conducted under our collaborative agreements with third parties and (ii) product sales of Hylenex recombinant. The chief operating decision-maker reviews the operating results on an aggregate basis and manages the operations as a single operating segment.
Summary of Significant Accounting Policies (Tables)
The following table summarizes, by major security type, our cash equivalents and marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands):
 
 
June 30, 2014
 
December 31, 2013
 
 
Level 1
 
Level 2
 
Total estimated fair value
 
Level 1
 
Level 2
 
Total estimated fair value
Cash equivalents:
 
 
 
 
 
 
 
 
 
 
 
 
Money market funds
 
$
50,215

 
$

 
$
50,215

 
$
5,710

 
$

 
$
5,710

 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale marketable
   securities:
 
 
 
 
 
 
 
 
 
 
 
 
Corporate debt securities
 

 
82,530

 
82,530

 

 
35,147

 
35,147

Commercial paper
 

 
8,983

 
8,983

 

 
5,999

 
5,999

Certificate of deposit
 

 

 

 

 
3,000

 
3,000

 
 
$
50,215

 
$
91,513

 
$
141,728

 
$
5,710

 
$
44,146

 
$
49,856

Total share-based compensation expense related to all of our share-based awards was allocated as follows (in thousands):
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2014
 
2013
 
2014
 
2013
Research and development
 
$
1,818

 
$
1,138

 
$
3,440

 
$
2,262

Selling, general and administrative
 
1,776

 
1,301

 
3,449

 
2,574

Share-based compensation expense
 
$
3,594

 
$
2,439

 
$
6,889

 
$
4,836

Marketable Securities (Tables)
Available-for-sale marketable securities
Available-for-sale marketable securities consisted of the following (in thousands):
 
 
June 30, 2014
Description
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Estimated Fair Value
Corporate debt securities
 
$
82,527

 
$
18

 
$
(15
)
 
$
82,530

Commercial paper
 
8,983

 

 

 
8,983

 
 
$
91,510

 
$
18

 
$
(15
)
 
$
91,513


 
 
December 31, 2013
Description
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Estimated Fair Value
Corporate debt securities
 
$
35,130

 
$
20

 
$
(3
)
 
$
35,147

Commercial paper
 
5,999

 

 

 
5,999

Certificates of deposit
 
3,000

 

 

 
3,000

 
 
$
44,129

 
$
20

 
$
(3
)
 
$
44,146

Certain Balance Sheet Items (Tables)
Accounts receivable, net consisted of the following (in thousands):
 
 
June 30,
2014
 
December 31,
2013
Accounts receivable from revenues under collaborative agreements
 
$
6,466

 
$
3,707

Accounts receivable from product sales to collaborators
 
5,627

 
4,495

Accounts receivable from other product sales
 
1,400

 
1,505

     Subtotal
 
13,493

 
9,707

Allowance for distribution fees and discounts
 
(598
)
 
(610
)
     Total accounts receivable, net
 
$
12,895

 
$
9,097

Inventories consisted of the following (in thousands):
 
 
June 30,
2014
 
December 31,
2013
Raw materials
 
$
1,124

 
$
1,137

Work-in-process
 
4,370

 
4,280

Finished goods
 
1,620

 
753

     Total inventories
 
$
7,114

 
$
6,170

Prepaid expenses and other assets consisted of the following (in thousands):
 
 
June 30,
2014
 
December 31,
2013
Prepaid manufacturing expenses
 
$
4,641

 
$
5,884

Prepaid research and development expenses
 
3,739

 
3,522

Other prepaid expenses
 
1,492

 
1,339

Other assets
 
680

 
356

     Total prepaid expenses and other assets
 
10,552

 
11,101

Less long-term portion
 
2,586

 
2,676

     Total prepaid expenses and other assets, current
 
$
7,966

 
$
8,425

Property and equipment, net consisted of the following (in thousands):
 
 
June 30,
2014
 
December 31,
2013
Research equipment
 
$
8,167

 
$
7,714

Computer and office equipment
 
2,076

 
1,949

Leasehold improvements
 
1,503

 
1,408

     Subtotal
 
11,746

 
11,071

Accumulated depreciation and amortization
 
(8,403
)
 
(7,649
)
     Property and equipment, net
 
$
3,343

 
$
3,422

Accrued expenses consisted of the following (in thousands):
 
 
June 30,
2014
 
December 31,
2013
Accrued outsourced research and development
 
$
8,607

 
$
3,377

Accrued compensation and payroll taxes
 
4,090

 
7,075

Accrued outsourced manufacturing expenses
 
2,546

 
3,233

Other accrued expenses
 
2,102

 
1,235

     Total accrued expenses
 
17,345

 
14,920

Less long-term accrued outsourced research and development
 
890

 
551

     Total accrued expenses, current
 
$
16,455

 
$
14,369

Deferred revenue consisted of the following (in thousands):
 
 
June 30,
2014
 
December 31,
2013
Collaborative agreements
 
$
53,718

 
$
51,185

Product sales
 

 
1,958

Total deferred revenue
 
53,718

 
53,143

Less current portion
 
5,153

 
7,398

Deferred revenue, net of current portion
 
$
48,565

 
$
45,745

Summary of Significant Accounting Policies - Restricted Cash (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Restricted Cash and Investments, Current [Abstract]
 
 
Restricted cash
$ 500 
$ 500 
Summary of Significant Accounting Policies - Fair Value Measurements (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Assets Measured on Recurring Basis
 
 
Available-for-sale securities, fair value disclosure
$ 91,513 
$ 44,146 
Assets, fair value disclosure
141,728 
49,856 
Fair value, assets, Level 1 to Level 2 transfers, amount
Level 1
 
 
Assets Measured on Recurring Basis
 
 
Assets, fair value disclosure
50,215 
5,710 
Level 2
 
 
Assets Measured on Recurring Basis
 
 
Assets, fair value disclosure
91,513 
44,146 
Level 3
 
 
Assets Measured on Recurring Basis
 
 
Investments, fair value disclosure
Cash equivalents
 
 
Assets Measured on Recurring Basis
 
 
Cash and cash equivalents, fair value disclosure
50,215 
5,710 
Cash equivalents |
Level 1
 
 
Assets Measured on Recurring Basis
 
 
Cash and cash equivalents, fair value disclosure
50,215 
5,710 
Corporate debt securities
 
 
Assets Measured on Recurring Basis
 
 
Available-for-sale securities, fair value disclosure
82,530 
35,147 
Corporate debt securities |
Level 2
 
 
Assets Measured on Recurring Basis
 
 
Available-for-sale securities, fair value disclosure
82,530 
35,147 
Commercial paper
 
 
Assets Measured on Recurring Basis
 
 
Available-for-sale securities, fair value disclosure
8,983 
5,999 
Commercial paper |
Level 2
 
 
Assets Measured on Recurring Basis
 
 
Available-for-sale securities, fair value disclosure
8,983 
5,999 
Certificate of deposit
 
 
Assets Measured on Recurring Basis
 
 
Available-for-sale securities, fair value disclosure
3,000 
Certificate of deposit |
Level 2
 
 
Assets Measured on Recurring Basis
 
 
Available-for-sale securities, fair value disclosure
$ 0 
$ 3,000 
Summary of Significant Accounting Policies Inventories (Details) (USD $)
In Millions, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Hylenex recombinant
 
 
Inventory [Line Items]
 
 
Inventories
$ 3.6 
$ 2.6 
bulk rHuPH20
 
 
Inventory [Line Items]
 
 
Inventories
$ 3.5 
$ 3.5 
Summary of Significant Accounting Policies Revenue recognition (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Sales Revenue, Product
 
 
 
 
Product sales, net
$ 9,494 
$ 3,100 
$ 18,062 
$ 4,608 
Maximum
 
 
 
 
Collaborative agreements termination notification
 
 
 
 
Notification period for termination
 
 
90 days 
 
Minimum
 
 
 
 
Collaborative agreements termination notification
 
 
 
 
Notification period for termination
 
 
30 days 
 
Bulk rHuPH20 for Herceptin SC
 
 
 
 
Sales Revenue, Product
 
 
 
 
Product sales, net
6,000 
11,900 
Bulk rHuPH20 for HyQvia
 
 
 
 
Sales Revenue, Product
 
 
 
 
Product sales, net
$ 0 
$ 1,100 
$ 0 
$ 1,100 
- Share-Based Compensation (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Share-based compensation expense
 
 
 
 
Share-based compensation expense
$ 3,594 
$ 2,439 
$ 6,889 
$ 4,836 
Research and development
 
 
 
 
Share-based compensation expense
 
 
 
 
Share-based compensation expense
1,818 
1,138 
3,440 
2,262 
Selling, general and administrative
 
 
 
 
Share-based compensation expense
 
 
 
 
Share-based compensation expense
$ 1,776 
$ 1,301 
$ 3,449 
$ 2,574 
- Share-based Compensation (Details Textual) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Excess tax benefits
$ 0 
$ 0 
Stock options
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Total unrecognized estimated compensation cost related to non-vested stock options
18.9 
18.9 
Weighted-average period of non-vested awards
 
2 years 9 months 
Restricted stock awards and restricted stock units
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Total unrecognized estimated compensation cost of non-vested restricted stock awards and restricted stock units
$ 15.7 
$ 15.7 
Weighted-average period of non-vested awards
 
2 years 6 months 
Summary of Significant Accounting Policies - Net Loss Per Share (Details)
In Millions, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Earnings Per Share, Diluted [Abstract]
 
 
Antidilutive securities excluded from computation of earnings per share, amount
9.8 
9.2 
Marketable Securities (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended 12 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Schedule of Available-for-sale Securities
 
 
Amortized cost
$ 91,510 
$ 44,129 
Gross unrealized gains
18 
20 
Gross unrealized losses
(15)
(3)
Estimated fair value
91,513 
44,146 
Corporate debt securities
 
 
Schedule of Available-for-sale Securities
 
 
Amortized cost
82,527 
35,130 
Gross unrealized gains
18 
20 
Gross unrealized losses
(15)
(3)
Estimated fair value
82,530 
35,147 
Commercial paper
 
 
Schedule of Available-for-sale Securities
 
 
Amortized cost
8,983 
5,999 
Gross unrealized gains
Gross unrealized losses
Estimated fair value
8,983 
5,999 
Certificate of deposit
 
 
Schedule of Available-for-sale Securities
 
 
Amortized cost
 
3,000 
Gross unrealized gains
 
Gross unrealized losses
 
Estimated fair value
 
$ 3,000 
Marketable Securities Marketable Securities Textuals (Details) (USD $)
6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Marketable Securities [Abstract]
 
 
Available-for-sale securities maturities, next twelve months
$ 51,200,000 
 
Available-for-sale securities, year two
40,300,000 
 
Available-for-sale securities, maturities
$ 40,816,000 
$ 0 
Number of available-for-sale securities in unrealized loss position, less than one year
 
Collaborative Agreements Collaborative Agreements Textuals (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2014
Roche collaboration
Jun. 30, 2013
Roche collaboration
Jun. 30, 2014
Roche collaboration
Compound
Jun. 30, 2013
Roche collaboration
Jun. 30, 2014
Roche collaboration
Bulk rHuPH20 for Herceptin SC
Jun. 30, 2014
Roche collaboration
Bulk rHuPH20 for Herceptin SC
Jun. 30, 2014
Gammagard collaboration
Jun. 30, 2013
Gammagard collaboration
Jun. 30, 2014
Gammagard collaboration
Jun. 30, 2013
Gammagard collaboration
Jun. 30, 2014
Pfizer, ViroPharma and Intrexon
Jun. 30, 2013
Pfizer, ViroPharma and Intrexon
Jun. 30, 2014
Pfizer, ViroPharma and Intrexon
Jun. 30, 2013
Pfizer, ViroPharma and Intrexon
Jun. 30, 2014
Pfizer Collaboration
Compound
Jun. 30, 2014
ViroPharma
Jun. 30, 2014
Intrexon
Jun. 30, 2014
Roche collaboration
Dec. 31, 2013
Roche collaboration
Jun. 30, 2014
Gammagard collaboration
Dec. 31, 2013
Gammagard collaboration
Jun. 30, 2014
Pfizer Collaboration
Collaborative Agreements Terms
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of product compound combinations licenced to develop
 
 
 
13 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of targets elected
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of additional targets, optional
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sales-based payment receivable for the first commercial sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 5.0 
 
 
 
 
Number of targets elected - upfront licence fee payment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of targets elected, additional exclusive targets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Duration of royalty receivable
 
 
 
10 years 
 
 
 
 
 
10 years 
 
 
 
 
 
10 years 
 
 
 
 
 
 
 
Notification period for termination
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30 days 
 
 
 
 
 
 
 
Collaborative Agreements (Textual)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds, inception to date, from collaborator of license and collaborative agreement
 
72.5 
 
72.5 
 
 
 
 
 
 
 
 
 
 
 
 
14.0 
11.0 
 
 
17.0 
 
12.0 
Nonrefundable upfront license fee payment received under collaborative agreement, inception to date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11.0 
9.0 
9.0 
20.0 
 
10.0 
 
 
Revenue recognized in prior periods
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11.0 
9.0 
9.0 
 
 
 
 
 
Amount received for additional exclusive targets and annual license maintenance fees under collaborative agreement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21.5 
 
 
 
 
Clinical development milestone payments received under collaborative agreement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3.0 
 
13.0 
 
 
 
 
Date of collaboration agreement termination
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
May 06, 2014 
May 23, 2014 
 
 
 
 
 
Regulatory milestone payments received under collaborative agreement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8.0 
 
3.0 
 
 
Amount received for sales-based payment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10.0 
 
4.0 
 
 
Deferred revenue, revenue recognized
 
5.8 
0.5 
6.5 
3.3 
0.7 
2.0 
0.2 
0.1 
0.4 
0.2 
 
 
 
 
 
 
 
 
 
 
 
 
Recognized payment of revenue under collaborative agreement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional maximum proceeds receivable from collaborators of license and collaborative agreement upon achievement of clinical development milestones for elected targets
55.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sales-based payment to be received upon the first commercial sale
12.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred Revenue (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred revenue relating to upfront payment license fees and annual maintenance fees
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 43.6 
$ 41.6 
$ 10.1 
$ 10.5 
 
Certain Balance Sheet Items - Accounts receivable (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Accounts Receivable, Net, Current [Abstract]
 
 
Accounts receivable from revenues under collaborative agreements
$ 6,466 
$ 3,707 
Accounts receivable from product sales to collaborators
5,627 
4,495 
Accounts receivable from other product sales
1,400 
1,505 
Accounts receivable, gross
13,493 
9,707 
Allowance for distribution fees and discounts
(598)
(610)
Total accounts receivable, net
$ 12,895 
$ 9,097 
Certain Balance Sheet Items - Inventories (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Summary of Inventories
 
 
Raw materials
$ 1,124 
$ 1,137 
Work-in-process
4,370 
4,280 
Finished goods
1,620 
753 
Total inventories
$ 7,114 
$ 6,170 
Certain Balance Sheet Items - Prepaid expenses and other assets (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Prepaid Expense and Other Assets, Current [Abstract]
 
 
Prepaid manufacturing expenses
$ 4,641 
$ 5,884 
Prepaid research and development expenses
3,739 
3,522 
Other prepaid expenses
1,492 
1,339 
Other assets
680 
356 
Total prepaid expense and other assets
10,552 
11,101 
Less long-term portion
2,586 
2,676 
Total prepaid expense and other assets, current
$ 7,966 
$ 8,425 
Certain Balance Sheet Items - Property and Equipment (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Property and equipment, gross
$ 11,746 
$ 11,071 
Accumulated depreciation and amortization
(8,403)
(7,649)
Property and equipment, net
3,343 
3,422 
Research equipment
 
 
Property and equipment, gross
8,167 
7,714 
Computer and office equipment
 
 
Property and equipment, gross
2,076 
1,949 
Leasehold improvements
 
 
Property and equipment, gross
$ 1,503 
$ 1,408 
Certain Balance Sheet Items - Property and Equipment, Net (Textuals) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Depreciation and amortization
 
 
 
 
Depreciation and amortization expense
$ 0.4 
$ 0.3 
$ 0.8 
$ 0.6 
Certain Balance Sheet Items - Accrued Expenses (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Summary of Accrued Expenses
 
 
Accrued outsourced research and development
$ 8,607 
$ 3,377 
Accrued compensation and payroll taxes
4,090 
7,075 
Accrued outsourced manufacturing expenses
2,546 
3,233 
Other accrued expenses
2,102 
1,235 
Total accrued expenses
17,345 
14,920 
Long-term accrued outsourced research and development
890 
551 
Total accrued expenses, current
$ 16,455 
$ 14,369 
Certain Balance Sheet Items - Deferred Revenue (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Deferred revenue
 
 
Total deferred revenue
$ 53,718 
$ 53,143 
Less current portion
5,153 
7,398 
Deferred revenue, net of current portion
48,565 
45,745 
Collaborative arrangement
 
 
Deferred revenue
 
 
Total deferred revenue
53,718 
51,185 
Product sales
 
 
Deferred revenue
 
 
Total deferred revenue
$ 0 
$ 1,958 
Long-Term Debt Long-Term Debt Textuals (Details) (USD $)
3 Months Ended 6 Months Ended 1 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Dec. 31, 2013
Dec. 31, 2013
Secured Debt
Jun. 30, 2014
Secured Debt
Jun. 30, 2014
Secured Debt
Minimum
Jun. 30, 2014
Secured Debt
Maximum
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
Issuance date
 
 
 
 
 
Dec. 27, 2013 
 
 
 
Term loan, increase
 
 
 
 
 
$ 20,000,000 
 
 
 
Total term loan balance
 
 
 
 
 
 
50,000,000 
 
 
Maturity date
 
 
 
 
 
 
Jan. 01, 2018 
 
 
Interest rate, stated percentage
 
 
 
 
 
 
7.55% 
 
 
Final payment as percent of original principal
 
 
 
 
 
 
8.50% 
 
 
Final payment
 
 
 
 
 
 
4,250,000 
 
 
Debt Instrument, interest only period
 
 
 
 
 
 
12 months 
 
 
Prepayment fee, percent
 
 
 
 
 
 
 
1.00% 
3.00% 
Debt instrument, covenant in compliance
 
 
Yes 
 
 
 
 
 
 
Interest Expense, debt
1,500,000 
800,000 
2,800,000 
1,700,000 
 
 
 
 
 
Accrued interest, noncurrent
$ 1,100,000 
 
$ 1,100,000 
 
$ 18,000 
 
 
 
 
Stockholders' Equity (Deficit) (Details) (USD $)
0 Months Ended 6 Months Ended
Feb. 4, 2014
Jun. 30, 2014
Jun. 30, 2013
Dec. 31, 2013
Stockholders' equity (deficit) (textual)
 
 
 
 
Payments for tax withholding for restricted stock units vested, net
 
$ 932,000 
$ 374,000 
 
Outstanding stock options and restricted stock units
 
8,400,000 
 
7,400,000 
Proceeds from Issuance or Sale of Equity
 
 
 
 
Underwritten public offering and issued shares
8,846,153 
 
 
 
Stock issued during period shares new issues to underwriter
1,153,846 
 
 
 
Public offering price per share
$ 13.00 
 
 
 
Proceeds from issuance of common stock
107,713,000 
107,713,000 
 
Stock options
 
 
 
 
Stockholders' equity (deficit) (textual)
 
 
 
 
Number of shares of common stock issued as a result of stock option exercises
 
810,806 
15,130 
 
Stock options weighted average exercise price
 
$ 5.49 
$ 4.40 
 
Net proceeds from stock options exercised
 
4,500,000 
67,000 
 
Restricted stock units
 
 
 
 
Stockholders' equity (deficit) (textual)
 
 
 
 
Stock issued during period, shares, restricted stock award, net of forfeitures
 
109,039 
85,782 
 
Number of RSUs surrendered to pay for minimum withholding taxes
 
67,704 
58,061 
 
Payments for tax withholding for restricted stock units vested, net
 
$ 900,000 
$ 400,000 
 
Restricted stock awards
 
 
 
 
Stockholders' equity (deficit) (textual)
 
 
 
 
Stock issued during period, shares, restricted stock award, net of forfeitures
 
1,055,122 
475,496