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Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2015	Jul. 15, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	INTERCEPT PHARMACEUTICALS INC
Entity Central Index Key	0001270073
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Trading Symbol	icpt
Entity Common Stock, Shares Outstanding		24,202,165
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 88,257	$ 20,023
Investment securities, available-for-sale	644,062	219,701
Prepaid expenses and other current assets	8,637	6,104
Total current assets	740,956	245,828
Fixed assets, net	9,383	5,852
Security deposits	3,517	2,469
Total assets	753,856	254,149
Current liabilities:
Accounts payable, accrued expenses and other liabilities	22,006	13,459
Short-term portion of deferred revenue	1,782	1,782
Total current liabilities	23,788	15,241
Long-term liabilities:
Long-term portion of deferred revenue	7,126	8,017
Total liabilities	30,914	23,258
Stockholders' equity:
Common stock. 35,000,000 shares authorized; 21,415,243 and 24,149,279 shares issued and outstanding as of December 31, 2014 and June 30, 2015, respectively; par value $0.001 per share	24	21
Additional paid-in capital	1,280,187	700,355
Accumulated other comprehensive loss, net	(788)	(284)
Accumulated deficit	(556,481)	(469,202)
Total stockholders' equity	722,942	230,890
Total liabilities and stockholders' equity	$ 753,856	$ 254,149

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Statement Of Financial Position [Abstract]
Common stock, authorized	35,000,000	35,000,000
Common stock, shares, issued	24,149,241	21,415,243
Common stock, shares, outstanding	24,149,241	21,415,243
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement [Abstract]
Licensing revenue	$ 445	$ 445	$ 1,891	$ 851
Costs and expenses:
Research and development	28,295	14,919	56,260	29,212
General and administrative	20,974	7,955	34,112	13,606
Total costs and expenses	49,269	22,874	90,372	42,818
Other income (expense):
Revaluation of warrants		55,795		(170,832)
Other income, net	930	104	1,201	240
Total other income (expense)	930	55,899	1,201	(170,592)
Net income (loss)	$ (47,894)	$ 33,470	$ (87,280)	$ (212,559)
Net Loss Per Share:
Basic	$ (1.99)	$ 1.60	$ (3.78)	$ (10.50)
Diluted	$ (1.99)	$ 1.51	$ (3.78)	$ (10.50)
Weighted average shares outstanding, basic	24,014,092	20,965,094	23,100,222	20,238,955
Weighted average shares outstanding, diluted	24,014,092	22,204,934	23,100,222	20,238,955

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Comprehensive Loss:
Net income (loss)	$ (47,894)	$ 33,470	$ (87,280)	$ (212,559)
Unrealized holding losses, net, arising during the period	(895)	(79)	(682)	(97)
Reclassification for recognized gains on marketable investment securities during the period		3	2	4
Net unrealized losses on marketable investment securities	(895)	(76)	(680)	(93)
Foreign currency translation adjustments	338		176
Total comprehensive loss	(557)	(76)	(504)	(93)
Comprehensive (income) loss	$ (48,451)	$ 33,393	$ (87,784)	$ (212,652)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net loss	$ (87,280)	$ (212,559)
Adjustments to reconcile net loss to net cash used in operating activities:
Revaluation of warrants		170,832
Share-based compensation	16,369	11,230
Depreciation	646	130
Amortization of investment premium	2,595	1,370
Changes in:
Prepaid expenses, other current assets and security deposits	(3,581)	(5,760)
Accounts payable, accrued expenses, and other current liabilities	8,547	2,879
Deferred revenue	(891)	149
Net cash used in operating activities	(63,595)	(31,729)
Cash flows from investing activities:
Purchases of investment securities	(524,054)	(161,352)
Sales of investment securities	96,418	37,288
Purchases of equipment, leasehold improvements, and furniture and fixtures	(4,177)	(622)
Net cash used in investing activities	(431,813)	(124,686)
Cash flows from financing activities:
Proceeds from issuance of stock offerings, net of issuance costs	558,930	183,546
Proceeds from exercise of options	4,536	4,466
Net cash provided by financing activities	563,466	188,012
Effect of exchange rate changes	176
Net increase in cash and cash equivalents	68,234	31,598
Cash and cash equivalents - beginning of period	20,023	13,363
Cash and cash equivalents - end of period	$ 88,257	$ 44,961

Nature of Business and Basis of Presentation

6 Months Ended

Jun. 30, 2015

Nature of Business and Basis of Presentation [Abstract]

Nature of Business and Basis of Presentation

	1.	Nature of Business and Basis of Presentation

Intercept Pharmaceuticals, Inc. (“Intercept” or the “Company”), is a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat chronic liver diseases with high unmet medical need. The Company’s product candidates have the potential to treat orphan and more prevalent liver diseases for which there currently are limited therapeutic solutions.

The Company has its administrative headquarters in New York, New York and offices in San Diego, California and London, United Kingdom. The Company has a wholly-owned subsidiary in Italy which acts as the Company’s legal representative for its clinical trials in the European Union to satisfy European Union regulatory requirements and a wholly-owned subsidiary in the United Kingdom. Intercept was incorporated in Delaware in September 2002.

Basis of Presentation

All financial information presented includes the accounts of the Company’s wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited financial statements of Intercept Pharmaceuticals, Inc. included herein reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the Company’s financial position, results of operations and cash flows for the periods presented. Interim results may not be indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in the audited financial statements prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for a broader discussion of the Company’s business and opportunities and risks inherent in such business.

Use of Estimates

The preparation of these financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, revenues and related disclosures. On an ongoing basis, management evaluates estimates, clinical trial accruals and share-based compensation expense. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under circumstances. Actual results may differ from those estimates or assumptions.

Revision of Prior Period Financial Statements

During the second quarter of 2014, management identified a misstatement representing an overstatement of non-cash share-based compensation expense in the first quarter of 2014 of approximately $11.6 million related to the valuation of non-employee options. Management determined that the effect of the share-based compensation expense overstatement was not material to the financial statements for the prior interim period. In order to correct the error, in accordance with the SEC’s Staff Accounting Bulletin No. 108 (“SAB 108”), the Company recorded the following immaterial corrections to the financial statements for the six months ended June 30, 2014: (a) a decrease in additional paid-in-capital of $11.6 million and a decrease in accumulated deficit of $11.6 million, which in total had no impact on shareholders’ deficit; and (b) a decrease of $11.6 million in research and development expenses and a corresponding decrease in net loss.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2015

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies


2.	Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 3 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Significant Agreements

6 Months Ended

Jun. 30, 2015

Significant Agreements [Abstract]

Significant Agreements

Sumitomo Dainippon Pharma Co, Ltd. (Sumitomo Dainippon)

In March 2011, the Company entered into an exclusive license agreement with Sumitomo Dainippon to research, develop and commercialize obeticholic acid (OCA) as a therapeutic for the treatment of primary biliary cirrhosis (PBC) and nonalcoholic steatohepatitis (NASH) in Japan and China (excluding Taiwan). Under the terms of the license agreement, the Company received an up-front payment from Sumitomo Dainippon of $15.0 million and may be eligible to receive additional milestone payments of up to an aggregate of approximately $30.0 million in development milestones based on the initiation or completion of clinical trials, $70.0 million in regulatory approval milestones and $200.0 million in sales milestones. The regulatory approval milestones include $15.0 million for receiving marketing approval for OCA for NASH in Japan, $10.0 million for receiving marketing approval for OCA for NASH in China, and up to $5.0 million for receiving marketing approval for OCA for PBC in the United States. As of June 30, 2015, the Company had achieved $1.0 million of the development milestones under its collaboration agreement with Sumitomo Dainippon. The sales milestones are based on aggregate sales amounts of OCA in the Sumitomo Dainippon territory and include $5.0 million for achieving net sales of $50.0 million, $10.0 million for achieving net sales of $100.0 million, $20.0 million for achieving net sales of $200.0 million, $40.0 million for achieving net sales of $400.0 million and $120.0 million for achieving net sales of $1.2 billion. The Company has determined that each potential future development, regulatory and sales milestone is substantive. In May 2014, Sumitomo Dainippon exercised its option under the license agreement to add Korea as part of its licensed territories and paid the Company a $1.0 million up-front fee. Sumitomo Dainippon has the option to add several other Asian countries to its territory to pursue OCA for additional indications. Sumitomo Dainippon will be responsible for the costs of developing and commercializing OCA in its territories. Sumitomo Dainippon is also required to make royalty payments ranging from the tens to the twenties in percent based on net sales of OCA products in the Sumitomo Dainippon territory.

The Company evaluated the license agreement with Sumitomo Dainippon and determined that it is a revenue arrangement with multiple deliverables, or performance obligations. The Company’s substantive performance obligations under this license include an exclusive license to its technology, technical and scientific support to the development plan and participation on a joint steering committee. The Company determined that these performance obligations represent a single unit of accounting, since, initially, the license does not have stand-alone value to Sumitomo Dainippon without the Company’s technical expertise and steering committee participation during the development of OCA. This development period is currently estimated as continuing through June 2020 and, as such, the up-front payment and payments made in respect of the Korea option are being recognized ratably over this period. During the three months ended June 30, 2014 and 2015, the Company recorded revenue of approximately $445,000 and $445,000, respectively, and during the six months ended June 30, 2014 and 2015, the Company recorded revenue of approximately $851,000 and $1.9 million, respectively, in “Licensing Revenue” in its Condensed Consolidated Statement of Operations for the Company’s efforts under the agreement. All of the revenue recognized in the six months ended June 30, 2014 related to the amortization of the up-front payments under the collaboration agreement. For the six months ended June 30, 2015, $891,000 resulted from the amortization of the up-front payments under the collaboration agreement and $1.0 million resulted from the milestone achieved in the period.

United Kingdom Lease

On February 19, 2015, the Company entered into an underlease with Merck Sharp & Dohme Limited for the Company’s new office in the King’s Cross area of London, United Kingdom. The lease will provide the Company with approximately 6,000 rentable square feet in London for office space. The lease term is anticipated to end in June 2019.

The annual rent is £470,608 payable quarterly. The Company is also required to pay value added tax (VAT) on the rent. The Company will be responsible for a portion of the insurance, certain service charges and taxes for the building based on the floor area rented by the Company. As security for the underlease, the Company has provided the landlord with a rent deposit in the amount of £705,912 (or approximately $1.1 million), plus applicable VAT. The amount of the deposit may be reduced to £470,608 within 30 days after April 30, 2016 if there are no outstanding payments due and there are no material breaches of the underlease that have not been unremedied in respect of which a drawdown notice has been served and has expired.

Investments

6 Months Ended

Jun. 30, 2015

Investments [Abstract]

Investments

The following table summarizes the Company’s cash, cash equivalents and investments as of December 31, 2014 and June 30, 2015:


	As of December 31, 2014
			Gross		Gross
	Amortized Cost		Unrealized		Unrealized		Fair Value
			Gains		Losses

	(In thousands)
Cash and cash equivalents:
Cash and money market funds	$	20,023	$	-	$	-	$	20,023
Investment securities:
Commercial paper		7,995		-		(1)		7,994
Corporate debt securities		203,988		19		(282)		203,725
U.S. government and agency securities		7,998		-		(16)		7,982
Total investments		219,981		19		(299)		219,701
Total cash, cash equivalents and investments	$	240,004	$	19	$	(299)	$	239,724


	As of June 30, 2015
			Gross		Gross
	Amortized Cost		Unrealized		Unrealized		Fair Value
			Gains		Losses

	(In thousands)
Cash and cash equivalents:
Cash and money market funds	$	88,257	$	-	$	-	$	88,257
Investment securities:
Commercial paper		12,491		-		(2)		12,489
Corporate debt securities		548,101		31		(956)		547,176
U.S. government and agency securities		84,426		20		(49)		84,397
Total investments		645,018		51		(1,007)		644,062
Total cash, cash equivalents and investments	$	733,275	$	51	$	(1,007)	$	732,319

The following table shows the gross unrealized losses and fair value of the Company’s available-for-sale investments aggregated by investment category and length of time that individual securities have been in the position:



	As of December 31, 2014
	Less than 12 Months					12 Months or Greater			Total
						(In thousands)
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Corporate debt securities	$	86,221	$	(63)	$	81,561	$	(219)	$	167,782	$	(282)
Commercial paper		4,994		(1)		-		-		4,994		(1)
U.S. government and agency securities		-		-		4,481		(16)		4,481		(16)
Total	$	91,215	$	(64)	$	86,042	$	(235)	$	177,257	$	(299)


	As of June 30, 2015
	Less than 12 Months					12 Months or Greater			Total
						(In thousands)
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Corporate debt securities	$	157,538	$	(160)	$	321,075	$	(796)	$	478,612	$	(956)
U.S. government and agency securities		14,907		(4)		42,464		(45)		57,371		(49)
Commercial paper		10,490		(2)		-		-		10,490		(2)
Total	$	182,935	$	(166)	$	363,539	$	(840)	$	546,473	$	(1,007)

- Definition

The entire disclosure for investments in certain debt and equity securities.

+ References + Details

Income Taxes

6 Months Ended

Jun. 30, 2015

Income Taxes [Abstract]

Income Taxes


	5.	Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect for years in which the temporary differences are expected to reverse. The Company establishes a valuation allowance when it believes it is more likely than not that deferred tax assets will not be realized.

At December 31, 2014 and June 30, 2015, the Company had available net operating loss carryforwards to reduce future taxable income of approximately $208.9 million and $279.9 million, respectively, for tax reporting purposes. These carryforwards expire between 2024 and 2035. The ability of the Company to utilize its net operating losses in future years is subject to limitation in accordance with provisions of Section 382 of the Internal Revenue Code due to previous ownership changes; however, these changes have not resulted in material limitations to the Company’s ability to utilize the net operating losses. The Company’s deferred tax asset of approximately $104.7 million and $141.0 million at December 31, 2014 and June 30, 2015, respectively, resulted primarily from the tax effects of net operating losses, share-based compensation and deferred revenue. The Company does not have any deferred tax liabilities. Since the Company has not yet achieved sustained profitable operations, management believes its deferred tax assets do not satisfy the more-likely-than-not realization criteria and has provided an allowance for the full amount of the deferred tax asset. As a result, the Company has not recorded any income tax benefit since its inception.

Warrants to Purchase Common Stock

6 Months Ended

Jun. 30, 2015

Warrants to Purchase Common Stock [Abstract]

Warrants to Purchase Common Stock

In conjunction with various financing transactions prior to its initial public offering, the Company issued warrants to purchase the Company’s common stock. Certain of the warrants included a so-called “down round” provision that provides for a reduction in the warrant exercise price if there are subsequent issuances of additional shares of common stock for consideration per share less than the per share warrant exercise prices and the remaining warrants contain a provision that require the underlying shares to be registered upon an initial public offering (IPO). These warrants were deemed to be derivative instruments and as such, were recorded as a liability and were marked-to-market at each reporting period. The Company estimated the fair values of the warrants at each reporting period using a Black-Scholes option-pricing model. Management concluded, under the Company’s facts and circumstances, that the estimated fair values of the warrants using the Black-Scholes option-pricing model approximates, in all material respects, estimated values determined using a binomial valuation model. The estimates in the Black-Scholes option-pricing model and the binomial valuation model were based, in part, on subjective assumptions, including but not limited to stock price volatility, the expected life of the warrants, the risk free interest rate and the fair value of the common stock underlying the warrants. Changes in the fair value of the common stock warrant liability from the prior period were recorded as a component of other income and expense.

On April 10, 2014, all the Company’s remaining warrants to purchase a total of 865,381 shares of its common stock were exercised on a cashless basis into 834,758 shares of the Company’s common stock and as such no further revaluations are required.

Fair Value Measurements

6 Months Ended

Jun. 30, 2015

Fair Value Measurements [Abstract]

Fair Value Measurements

The carrying amounts of the Company’s receivables and payables approximate their fair value due to their short maturities.

Accounting principles provide guidance for using fair value to measure assets and liabilities. The guidance includes a three level hierarchy of valuation techniques used to measure fair value, defined as follows:

Unadjusted Quoted Prices — The fair value of an asset or liability is based on unadjusted quoted prices in active markets for identical assets or liabilities (Level 1).

Pricing Models with Significant Observable Inputs — The fair value of an asset or liability is based on information derived from either an active market quoted price, which may require further adjustment based on the attributes of the financial asset or liability being measured, or an inactive market transaction (Level 2).

Pricing Models with Significant Unobservable Inputs — The fair value of an asset or liability is primarily based on internally derived assumptions surrounding the timing and amount of expected cash flows for the financial instrument. Therefore, these assumptions are unobservable in either an active or inactive market (Level 3).

The Company considers an active market as one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, the Company views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. When appropriate, non-performance risk, or that of a counterparty, is considered in determining the fair values of liabilities and assets, respectively.

The Company’s cash deposits and money market funds are classified within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted market prices. Investments are classified as Level 2 instruments based on market pricing or other observable inputs. None of the Company’s investments are classified within Level 3 of the fair value hierarchy.

Financial assets and liabilities, carried at fair value are classified in the tables below in one of the three categories described above:



			Fair Value Measurements Using
	Total			Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

	(In thousands)
December 31, 2014
Assets:
Money market funds	$	21,284		$	21,284	$	-	$	-
Available for sale securities:									-
Commercial paper		7,994			-		7,994	$	-
Corporate debt securities		203,725			-		203,725		-
U.S. government and agency securities		7,982			-		7,982		-
Total financial assets:	$	240,985		$	21,284	$	219,701	$	-

June 30, 2015
Assets:
Money market funds	$	51,013		$	51,013	$	-	$	-
Available for sale securities:
Commercial paper		12,489			-		12,489		-
Corporate debt securities		547,176			-		547,176		-
U.S. government and agency securities		84,397			-		84,397		-
Total financial assets	$	695,076		$	51,013	$	644,063	$	-

The estimated fair value of marketable debt securities (commercial paper, corporate debt securities and U.S. government and agency securities), by contractual maturity, are as follows:


	Fair Value as of
	December 31, 2014		June 30, 2015

	(In thousands)
Due in one year or less	$	130,159	$	219,474
Due after 1 year through 2 years		89,542		424,588
Total investments in debt securities	$	219,701	$	644,062

Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties.

Common Stock

As of December 31, 2014 and June 30, 2015, the Company had 35,000,000 authorized shares of common stock, $0.001 par value per share.

In October 2012, the Company completed the IPO of its common stock pursuant to a registration statement on Form S-1. In the IPO, the Company sold an aggregate of 5,750,000 shares of common stock under the registration statement at a public offering price of $15.00 per share. Net proceeds were approximately $78.7 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. Upon the closing of the IPO, all outstanding shares of the Company’s preferred stock were converted into 7,403,817 shares of common stock.

In June 2013, the Company completed a public offering of 1,989,500 shares of its common stock pursuant to a registration statement on Form S-1. Net proceeds were approximately $61.2 million, after deducting underwriting discounts and commissions and offering expenses paid by the Company.

In April 2014, the Company completed a public offering of 1,000,000 shares of its common stock, of which 600,000 shares were sold by the Company and 400,000 shares were sold by certain selling stockholders pursuant to a registration statement on Form S-3. After underwriting discounts and commissions and offering expenses, the Company received net proceeds from the offering of approximately $183.5 million. The Company did not receive any proceeds from the sale of shares of common stock by the selling stockholders.

In February 2015, the Company completed a public offering of 1,150,000 shares of its common stock pursuant to a registration statement on Form S-3. After underwriting discounts and commissions and offering expenses, the Company received net proceeds of approximately $191.6 million.

In April 2015, the Company completed a public offering of 1,330,865 shares of its common stock pursuant to a registration statement on Form S-3. After underwriting discounts and commissions and offering expenses, the Company received net proceeds of approximately $367.1 million.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stock-Based Compensation

6 Months Ended

Jun. 30, 2015

Stock-Based Compensation [Abstract]

Stock-Based Compensation

The 2012 Equity Incentive Plan (2012 Plan) became effective upon the pricing of the IPO in October 2012. At the same time, the 2003 Stock Incentive Plan (2003 Plan) was terminated and 555,843 shares available under the 2003 Plan were added to the 2012 Plan.

The estimated fair value of the options that have been granted under the 2003 and 2012 Plans is determined utilizing the Black-Scholes option-pricing model at the date of grant. The fair value of restricted stock units (RSUs) and restricted stock awards (RSAs) that have been granted under the 2012 Plan is determined utilizing the closing stock price on the date of grant.

The following table summarizes stock option activity during the six months ended June 30, 2015:


		Weighted
	Number of	Average
	Shares	Exercise Price

Outstanding, December 31, 2014	1,436,055	$	75.81
Granted	43,056	$	230.02
Exercised	(194,938)	$	23.10
Forfeited	(51,857)	$	105.38
Outstanding, June 30, 2015	1,232,316	$	88.30

Exercisable, June 30, 2015	652,555	$	37.62

The following table summarizes the aggregate RSU and RSA activity during the six months ended June 30, 2015:


	Number of Shares	Weighted Average Fair Value		Aggregate Intrinsic Value
					(in thousands)

Outstanding, December 31, 2014	119,348	$	126.48	$	18,618
Granted	40,392	$	237.71	$	9,750
Exercised	(36,136)	$	118.73	$	8,723
Forfeited	(4,238)	$	256.92	$	1,023
Outstanding, June 30, 2015	119,366	$	161.84	$	28,812

As of June 30, 2015, there was $17.7 million of unrecognized compensation expense related to unvested RSUs and RSAs, which is expected to be recognized over a weighted average period of 3.19 years. The weighted average remaining contract life of the non-vested shares as of June 30, 2015 is 3.19 years.

The following table summarizes additional information about unvested RSUs and RSAs outstanding:


	Number	Intrinsic Value
	of Shares	(in thousands)
Employees and directors	111,825	$	26,992
Consultants	7,541		1,820
Outstanding at June 30, 2015	119,366	$	28,812

Net Loss Per Share

6 Months Ended

Jun. 30, 2015

Net Loss Per Share:

Net Loss Per Share



	9.	Net Loss Per Share

The following table presents the historical computation of basic and diluted net loss per share:



		Three Months				Six Months
		Ended June 30,				Ended June 30,
		2014		2015		2014		2015

		(In thousands, except share and per share amounts)				(In thousands, except share and per share amounts)
Historical net income (loss) per share
Numerator:
Net income (loss) attributable to common stockholders	$	33,470	$	(47,894)	$	(212,559)	$	(87,280)
Denominator:
Weighted average shares used in calculating net loss per share - basic		20,965,094		24,014,092		20,238,955		23,100,222
Dilutive effect of equity incentive plans' shares		1,239,840		-		-		-
Weighted average shares used in calculating net loss per share - basic and diluted		22,204,934		24,014,092		20,238,955		23,100,222
Net income/(loss) per share:
Basic	$	1.60	$	(1.99)	$	(10.50)	$	(3.78)
Diluted	$	1.51	$	(1.99)	$	(10.50)	$	(3.78)

The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding:


	Three Months Ended June 30,		Six Months Ended June 30,
	2014	2015	2014	2015

	(In thousands)		(In thousands)

Options	182	1,232	1,455	1,232
Restricted stock units	-	37,158	84	37,158
Total	182	38,390	1,539	38,390

Litigation	6 Months Ended
Litigation	Jun. 30, 2015
Litigation [Abstract]
Litigation	10. Litigation On February 21, 2014 and February 28, 2014, purported shareholder class actions, styled Scot H. Atwood v. Intercept Pharmaceuticals, Inc. et al. and George Burton v. Intercept Pharmaceuticals, Inc. et al., respectively, were filed in the United States District Court for the Southern District of New York, naming the Company and certain of its officers as defendants. These lawsuits were filed by stockholders who claim to be suing on behalf of anyone who purchased or otherwise acquired the Company’s securities between January 9, 2014 and January 10, 2014. The lawsuits allege that the Company made material misrepresentations and/or omissions of material fact in its public disclosures during the period from January 9, 2014 to January 10, 2014, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The alleged improper disclosures relate to the Company’s January 9, 2014 announcement that the FLINT trial had been stopped early based on a pre-defined interim efficacy analysis. Specifically, the lawsuits claim that the January 9, 2014 announcement was misleading because it did not contain information regarding certain lipid abnormalities seen in the FLINT trial in OCA-treated patients compared to placebo. On April 22, 2014, two individuals each moved to consolidate the cases and a lead plaintiff was subsequently appointed by the Court. On June 27, 2014, the lead plaintiff filed an amended complaint on behalf of the putative class as contemplated by the order of the Court. On August 14, 2014, the defendants filed a motion to dismiss the complaint. Oral arguments on the motion to dismiss were held on February 24, 2015. On March 4, 2015, the defendants’ motion to dismiss was denied by the Court. The defendants answered the amended complaint on April 13, 2015. The parties are currently undergoing discovery in relation to this matter. The lead plaintiff seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorneys’ fees. The Company believes that it has valid defenses to the claims in the lawsuit and intends to deny liability and defend itself vigorously. There can be no assurance, however, that the Company will be successful. At this time, no assessment can be made as to the likely outcome of this action or whether the outcome will be material to the Company. Therefore, the Company has not accrued for any loss contingencies related to this lawsuit. The Company may become subject to claims and assessments from time to time in the ordinary course of business. Such matters are subject to uncertainties and outcomes are not predictable with assurance. The Company accrues liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of June 30, 2015, the Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

Nature of Business and Basis of Presentation (Policy)	6 Months Ended
Nature of Business and Basis of Presentation (Policy)	Jun. 30, 2015
Nature of Business and Basis of Presentation [Abstract]
Nature of Business and Basis of Presentation	Intercept Pharmaceuticals, Inc. (“Intercept” or the “Company”), is a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat chronic liver diseases with high unmet medical need. The Company’s product candidates have the potential to treat orphan and more prevalent liver diseases for which there currently are limited therapeutic solutions. The Company has its administrative headquarters in New York, New York and offices in San Diego, California and London, United Kingdom. The Company has a wholly-owned subsidiary in Italy which acts as the Company’s legal representative for its clinical trials in the European Union to satisfy European Union regulatory requirements and a wholly-owned subsidiary in the United Kingdom. Intercept was incorporated in Delaware in September 2002. Basis of Presentation All financial information presented includes the accounts of the Company’s wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited financial statements of Intercept Pharmaceuticals, Inc. included herein reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the Company’s financial position, results of operations and cash flows for the periods presented. Interim results may not be indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in the audited financial statements prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for a broader discussion of the Company’s business and opportunities and risks inherent in such business.
Use of Estimates	Use of Estimates The preparation of these financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, revenues and related disclosures. On an ongoing basis, management evaluates estimates, clinical trial accruals and share-based compensation expense. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under circumstances. Actual results may differ from those estimates or assumptions.
Revision of Prior Period Financial Statements	Revision of Prior Period Financial Statements During the second quarter of 2014, management identified a misstatement representing an overstatement of non-cash share-based compensation expense in the first quarter of 2014 of approximately $11.6 million related to the valuation of non-employee options. Management determined that the effect of the share-based compensation expense overstatement was not material to the financial statements for the prior interim period. In order to correct the error, in accordance with the SEC’s Staff Accounting Bulletin No. 108 (“SAB 108”), the Company recorded the following immaterial corrections to the financial statements for the six months ended June 30, 2014: (a) a decrease in additional paid-in-capital of $11.6 million and a decrease in accumulated deficit of $11.6 million, which in total had no impact on shareholders’ deficit; and (b) a decrease of $11.6 million in research and development expenses and a corresponding decrease in net loss.

Investments (Tables)

6 Months Ended

Jun. 30, 2015

Investments [Abstract]

Schedule of Available-for-sale Securities Reconciliation

The following table summarizes the Company’s cash, cash equivalents and investments as of December 31, 2014 and June 30, 2015:

As of December 31, 2014

Gross

Amortized Cost

Unrealized

Fair Value

Gains

Losses

(In thousands)

Cash and cash equivalents:

Cash and money market funds

20,023

Investment securities: