Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 04, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 | |
Entity Registrant Name | AGENUS INC | |
Entity Central Index Key | 1,098,972 | |
Trading Symbol | AGEN | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 103,999,081 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 52,347,634 | $ 60,186,617 |
Inventories | 62,241 | 79,491 |
Accounts Receivable | 1,128,827 | 1,134,493 |
Prepaid expenses | 11,056,433 | 11,070,960 |
Other current assets | 597,943 | 1,081,993 |
Total current assets | 65,193,078 | 73,553,554 |
Property, plant and equipment, net of accumulated amortization and depreciation of $35,038,032 and $34,029,085 at March 31, 2018 and December 31, 2017, respectively | 27,035,584 | 26,178,622 |
Goodwill | 23,398,080 | 23,048,804 |
Acquired intangible assets, net of accumulated amortization of $6,058,173 and $5,461,834 at March 31, 2018 and December 31, 2017, respectively | 13,974,560 | 14,406,650 |
Other long-term assets | 1,214,394 | 1,214,394 |
Total assets | 130,815,696 | 138,402,024 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||
Current portion, long-term debt | 146,061 | 20,639,735 |
Current portion, liability related to sale of future royalties | 4,262,392 | |
Current portion, deferred revenue | 1,148,420 | 4,484,882 |
Accounts payable | 5,407,180 | 8,086,992 |
Accrued liabilities | 18,057,061 | 21,569,449 |
Other current liabilities | 1,141,104 | 1,657,063 |
Total current liabilities | 30,162,218 | 56,438,121 |
Long-term debt, net of current portion | 12,765,588 | 142,385,024 |
Liability related to sale of future royalties, net of current portion | 186,823,241 | |
Deferred revenue, net of current portion | 1,755,300 | 7,748,284 |
Contingent purchase price considerations | 9,389,000 | 4,373,000 |
Other long-term liabilities | 3,153,940 | 3,273,387 |
Commitments and contingencies | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock, par value $0.01 per share; 240,000,000 shares authorized; 103,280,951 and 101,706,117 shares issued at March 31, 2018 and December 31, 2017, respectively | 1,032,810 | 1,017,061 |
Additional paid-in capital | 960,046,528 | 951,811,958 |
Accumulated other comprehensive loss | (2,706,425) | (2,169,354) |
Accumulated deficit | (1,071,759,790) | (1,026,475,773) |
Total stockholders’ deficit attributable to Agenus Inc. | (113,386,561) | (75,815,792) |
Non-controlling interest | 152,970 | |
Total stockholders’ deficit | (113,233,591) | (75,815,792) |
Total liabilities and stockholders’ deficit | 130,815,696 | 138,402,024 |
Series A-1 convertible preferred stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized: Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at March 31, 2018 and December 31, 2017; liquidation value of $32,676,808 at March 31, 2018 | $ 316 | $ 316 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Property plant and equipment, accumulated amortization and depreciation | $ 35,038,032 | $ 34,029,085 |
Acquired intangible assets, accumulated amortization | $ 6,058,173 | $ 5,461,834 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 240,000,000 | 240,000,000 |
Common stock, shares issued | 103,280,951 | 101,706,117 |
Series A-1 convertible preferred stock [Member] | ||
Series A-1 convertible preferred stock, shares designated | 31,620 | 31,620 |
Series A-1 convertible preferred stock, shares issued | 31,620 | 31,620 |
Series A-1 convertible preferred stock, shares outstanding | 31,620 | 31,620 |
Series A-1 convertible preferred stock, liquidation value | $ 32,676,808 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Revenue (research and development) | $ 1,636,041 | $ 26,955,843 |
Operating expenses: | ||
Research and development | (29,441,285) | (32,639,991) |
General and administrative | (8,927,559) | (7,769,508) |
Contingent purchase price consideration fair value adjustment | (5,016,000) | 196,000 |
Operating loss | (41,748,803) | (13,257,656) |
Other expense: | ||
Loss on early extinguishment of debt | (10,766,625) | |
Non-operating income | 1,035,175 | 740,134 |
Interest expense, net | (2,780,890) | (4,585,657) |
Net loss | (54,261,143) | (17,103,179) |
Dividends on Series A-1 convertible preferred stock | (51,589) | (51,264) |
Less: net loss attributable to non-controlling interest | (120,630) | |
Net loss attributable to Agenus Inc. common stockholders | $ (54,192,102) | $ (17,154,443) |
Per common share data: | ||
Basic and diluted net loss attributable to Agenus Inc. common stockholders | $ (0.53) | $ (0.18) |
Weighted average number of Agenus Inc. common shares outstanding: | ||
Basic and diluted | 102,576,334 | 93,508,120 |
Other comprehensive loss: | ||
Foreign currency translation loss | $ (537,071) | $ (131,839) |
Other comprehensive loss | (537,071) | (131,839) |
Comprehensive loss | $ (54,729,173) | $ (17,286,282) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (54,261,143) | $ (17,103,179) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,558,417 | 1,527,748 |
Share-based compensation | 2,205,328 | 2,377,164 |
Non-cash interest expense | 2,669,115 | 4,403,836 |
Loss on disposal of assets | 74,942 | 29,287 |
Gain on issuance of stock for settlement of milestone obligation | (14,063) | |
Change in fair value of contingent obligations | 5,016,000 | (196,000) |
Loss on extinguishment of debt | 10,766,625 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,666 | 4,577,040 |
Inventories | 17,250 | |
Prepaid expenses | 26,749 | (4,028,153) |
Accounts payable | (2,818,135) | (1,076,393) |
Deferred revenue | (472,949) | (652,631) |
Accrued liabilities and other current liabilities | (3,523,864) | (3,947,380) |
Other operating assets and liabilities | (1,513,624) | (728,288) |
Net cash used in operating activities | (40,249,623) | (14,831,012) |
Cash flows from investing activities: | ||
Proceeds from sale of plant and equipment | 5,218 | 115,000 |
Purchases of plant and equipment | (1,494,901) | (417,002) |
Purchases of held-to-maturity securities | (9,960,188) | |
Proceeds from securities held-to-maturity | 5,000,000 | |
Net cash used in investing activities | (1,489,683) | (5,262,190) |
Cash flows from financing activities: | ||
Net proceeds from sale of equity | 5,257,531 | 61,836,887 |
Proceeds from employee stock purchases and option exercises | 1,060,660 | 304,003 |
Proceeds from sale of future royalties | 189,878,400 | |
Transaction costs from sale of future royalties | (494,394) | |
Repayments of debt | (161,847,223) | |
Payment of capital lease obligation | (64,970) | (66,861) |
Net cash provided by financing activities | 33,790,004 | 62,074,029 |
Effect of exchange rate changes on cash | 110,319 | 435,113 |
Net (decrease) increase in cash and cash equivalents | (7,838,983) | 42,415,940 |
Cash and cash equivalents, beginning of period | 60,186,617 | 71,448,016 |
Cash and cash equivalents, end of period | 52,347,634 | 113,863,956 |
Supplemental cash flow information: | ||
Cash paid for interest | 276,164 | 276,164 |
Supplemental disclosures - non-cash activities: | ||
Purchases of plant and equipment in accounts payable and accrued liabilities | $ 283,077 | 463,719 |
Milestone obligation [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock, $0.01 par value, issued in connection with the settlement of milestone obligation | $ 1,485,937 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Mar. 31, 2018$ / shares |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Milestone obligation [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Business, Liquidity and Basis o
Business, Liquidity and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Description Of Business [Abstract] | |
Business, Liquidity And Basis of Presentation | Note A - Business, Liquidity and Basis of Presentation Agenus Inc. (including its subsidiaries, collectively referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is a clinical-stage immuno-oncology (“I-O”) company dedicated to becoming a leader in the discovery and development of innovative combination therapies and committed to bringing effective medicines to patients with cancer. Our business is designed to drive success in I-O through speed, innovation, and effective combination therapies. We have assembled fully integrated capabilities from novel target discovery, antibody generation, cell line development, and good manufacturing practice (“GMP”) manufacturing together with a comprehensive portfolio consisting of antibody-based therapeutics, adjuvants, cancer vaccine platforms, and cell therapy (through our subsidiary, AgenTus Therapeutics). We leverage our immune biology platforms to identify effective combination therapies for development and have developed productive partnerships to advance our innovation. We are developing a comprehensive I-O portfolio driven by the following platforms and programs, which we intend to utilize individually and in combination: • our antibody discovery platforms, including our Retrocyte Display™, SECANT ® • our antibody candidate programs, including our CPM programs; • our vaccine programs, including Prophage™, AutoSynVax™ and PhosPhoSynVax • our saponin-based vaccine adjuvants, principally our QS-21 Stimulon ® • our cell therapy subsidiary, AgenTus Therapeutics, which is designed to drive the discovery of future adoptive cell therapy, or “living drugs” (CAR-T and TCR) programs. Our business activities include product research and development, intellectual property prosecution, manufacturing, regulatory and clinical affairs, corporate finance and development activities, and support of our collaborations. Our product candidates require clinical trials and approvals from regulatory agencies, as well as acceptance in the marketplace. Part of our strategy is to develop and commercialize some of our product candidates by continuing our existing arrangements with academic and corporate collaborators and licensees and by entering into new collaborations. Our cash, cash equivalents, and short-term investments at March 31, 2018 were $52.3 million, a decrease of $7.8 million from December 31, 2017. The following table outlines our quarter end cash and cash equivalents balances and the changes therein (in millions). Quarter Ended March 31, 2018 Cash and cash equivalents $ 52.3 Decrease in cash and cash equivalents $ (7.8 ) Cash used in operating activities $ (40.2 ) Reported net loss $ (54.3 ) We Our future liquidity needs will be determined primarily by the success of our operations with respect to the progression of our product candidates and key development and regulatory events in the future. Potential sources of additional funding include: (1) pursuing collaboration, out-licensing and/or partnering opportunities for our portfolio programs and product candidates with one or more third parties, (2) renegotiating third party agreements, (3) selling assets, (4) securing additional debt financing and/or (5) selling equity securities. We believe the execution of one or more of these transactions will enable us to fund our planned operations for at least one year from when these financial statements were issued. Our ability to address our liquidity needs will largely be determined by the success of our product candidates and key development and regulatory events and our decisions in the future as well as the execution of one or more of the aforementioned contemplated transactions. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual consolidated financial statements. In the opinion of our management, the condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of our financial position and operating results. All significant intercompany transactions and accounts have been eliminated in consolidation. Operating results for the three months ended March 31, 2018, are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. For further information, refer to our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2018. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. For our foreign subsidiaries the local currency is the functional currency. Assets and liabilities of our foreign subsidiaries are translated into U.S. dollars using rates in effect at the balance sheet date while revenues and expenses are translated into U.S. dollars using average exchange rates during the period. The cumulative translation adjustment resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive loss in total stockholders’ deficit. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note B - Summary of Significant Accounting Policies Except as detailed below, there have been no material changes to our significant accounting policies during the three months ended March 31, 2018, as compared to the significant accounting policies disclosed in Note 2 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Revenue In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes existing revenue recognition guidance. We adopted ASU 2014-09 and its related amendments (collectively known as “ASC 606”) on January 1, 2018 using the modified retrospective method- i.e., by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of equity at January 1, 2018. The reported results for 2018 reflect the application of ASC 606 guidance while the reported results for 2017 were prepared under the guidance of ASC 605, Revenue Recognition (“ASC 605”). The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of our goods and services and will provide financial statement readers with enhanced disclosures. The details of the significant changes and quantitative impact of the changes are disclosed in Note J. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services. To achieve this core principle, we apply the following five steps: 1) Identify the contract with the customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s intent and ability to pay, which is based on a variety of factors including the customer’s historical payment experience, or in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, the Company must apply judgment to determine whether promised goods and services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. Determining the transaction price requires significant judgment, which is discussed in further detail for each of the Company’s contracts with customers in Note J. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative stand-alone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative stand-alone selling prices. Determining the amount of the transaction price to allocate to each separate performance obligation requires significant judgement, which is discussed in further detail for each of the Company’s contracts with customers in Note J. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either 1) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, 2) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or 3) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. Examples of control are using the asset to produce goods or services, enhance the value of other assets, settle liabilities, and holding or selling the asset. ASC 606 requires the Company to select a single revenue recognition method for the performance obligation that faithfully depicts the Company’s performance in transferring control of the goods and services. The guidance allows entities to choose between two methods to measure progress toward complete satisfaction of a performance obligation: 1. Output methods - recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract (e.g. surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units of produced or units delivered); and 2. Input methods - recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments: At the inception of each arrangement that includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 suggests two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. Whichever method is used, it should be consistently applied throughout the life of the contract; however, it is not necessary for the Company to use the same approach for all contracts. The Company uses the most likely amount method for development and regulatory milestone payments. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Up-front Fees: Depending on the nature of the agreement, up-front payments and fees may be recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Contract Balances Contract assets primarily relate to our rights to consideration for work completed in relation to our research and development (“R&D”) services performed but not billed at the reporting date. The contract assets are transferred to the receivables when the rights become unconditional. Currently, we do not have any contract assets which have not transferred to a receivable. We had no asset impairment charges related to contract assets in the period. The contract liabilities primarily relate to contracts where we received payments but we have not yet satisfied the related performance obligations. The advance consideration received from customers for R&D services or licenses bundled with other promises is a contract liability until the underlying performance obligations are transferred to the customer. The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands): Three months ended March 31, 2018 Balance at beginning of period Additions Deductions Balance at end of period Contract assets: Unbilled receivables from collaboration partners $ - $ - $ - $ - Contract liabilities: Deferred revenue $ 3,377 $ - $ (473 ) $ 2,904 The change in contract liabilities is primarily related to the recognition of $0.5 million of revenue recognized during the three months ended March 31, 2018. Deferred revenue related to our global license, development and commercialization agreement (the “Collaboration Agreement”), dated January 9, 2015, with Incyte Corporation (“Incyte”) of $2.9 million as of March 31, 2018, which was comprised of the $25.0 million upfront payment, less $22.1 million of license and collaboration revenue recognized from the effective date of the contract, will be recognized as the combined performance obligation is satisfied. We also recorded a $1.1 million receivable from Incyte as of March 31, 2018 for R&D services provided. During the three months ended March 31, 2018, we did not recognize any revenue from amounts included in the contract asset or the contract liability balances from performance obligations satisfied in previous periods. None of the costs to obtain or fulfill the contract were capitalized. Impact of Adopting ASC 606 on Financial Statements We adopted ASC 606 using the modified retrospective method. The cumulative effect of applying the new guidance to all contracts with customers that were not completed as of January 1, 2018 was recorded as an adjustment to accumulated deficit as of the adoption date. We elected to apply a practical expedient to reflect the aggregate effect of all modifications that occurred before January 1, 2018 when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations. The estimated effect of applying this practical expedient results in a slower recognition of the transaction price, as more consideration is allocated to performance obligations originally identified as a material right at contract inception. As a result of applying the modified retrospective method to adopt the new revenue guidance, the following adjustments were made to the consolidated balance sheet as of January 1, 2018 (in thousands): As Reported December 31, 2017 ASC 606 Adjustment Adjusted January 1, 2018 Consolidated Balance Sheet Data: Current portion, deferred revenue $ 4,485 $ (2,986 ) $ 1,499 Deferred revenue 7,748 (5,870 ) 1,878 Accumulated deficit $ (1,026,476 ) $ 8,856 $ (1,017,620 ) Impact of ASC 606 on Financial Statements In accordance with Topic 606, the disclosure of the impact of adoption to our condensed consolidated statements of income and balance sheets was as follows (in thousands): March 31, 2018 As Reported Under ASC 606 Adjustments Notes Balances without Adoption of ASC 606 Consolidated Balance Sheet Data: Current portion, deferred revenue $ 1,148 $ 2,742 (1 ) $ 3,890 Deferred revenue 1,755 5,510 (1 ) 7,265 Accumulated deficit (1,071,760 ) (8,276 ) (2 ) (1,080,036 ) Consolidated Income Statement Data: Revenue $ 1,636 $ 580 (3 ) $ 2,216 (1) Adjustment to deferred revenue to reflect recognition of revenue under ASC 605 primarily attributable to the change in the timing of revenue recognition for amounts received under the Incyte Collaboration Agreement and GSK License and Amended Supply Agreements, see Note J (2) Adjustment to accumulated deficit to reflect the reversal of the cumulative transition adjustment and the difference in revenue from ASC 606 to ASC 605, see Note J (3) Adjustment to reflect the difference in revenue recognition from ASC 606 to ASC 605 primarily attributable to the change in recognition of an upfront fee related to the GSK License and Amended Supply Agreements, see Note J |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note C - Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Directors’ Deferred Compensation Plan, or “DDCP”). Diluted income per common share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our DDCP) plus the dilutive effect of outstanding instruments such as warrants, stock options, non-vested shares, convertible preferred stock, and convertible notes. Because we reported a net loss attributable to common stockholders for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of March 31, 2018 and 2017, as they would be anti-dilutive: Three Months Ended March 31, 2018 2017 Warrants 2,900,000 4,351,450 Stock options 14,129,736 14,940,852 Non-vested shares 1,280,750 2,605,674 Convertible preferred stock 333,333 333,333 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2018 | |
Cash And Cash Equivalents [Abstract] | |
Investments | Note D - Investments Cash equivalents consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 50,904 $ 50,904 $ 57,036 $ 57,036 U.S. Treasury Bills — — — — Total $ 50,904 $ 50,904 $ 57,036 $ 57,036 As a result of the short-term nature of our investments, there were minimal unrealized holding gains or losses for the three months ended March 31, 2018 and 2017. Of the investments listed above, $50.9 million and $57.0 million have been classified as cash equivalents on our condensed consolidated balance sheets as of each of March 31, 2018 and December 31, 2017. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | Note E - Goodwill and Acquired Intangible Assets The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2018 (in thousands): Balance, December 31, 2017 $ 23,049 Foreign currency translation adjustment 349 Balance, March 31, 2018 $ 23,398 Acquired intangible assets consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands): As of March 31, 2018 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,643 $ (4,784 ) $ 11,859 Trademarks 4.5 years 845 (774 ) 71 Other 2-6 years 574 (500 ) 74 In-process research and development Indefinite 1,971 — 1,971 Total $ 20,033 $ (6,058 ) $ 13,975 As of December 31, 2017 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,545 $ (4,290 ) $ 12,255 Trademarks 4.5 years 826 (711 ) 115 Other 2-6 years 570 (461 ) 109 In-process research and development Indefinite 1,928 — 1,928 Total $ 19,869 $ (5,462 ) $ 14,407 The weighted average amortization period of our finite-lived intangible assets is 9 years. Amortization expense related to acquired intangibles is estimated at $1.5 million for the remainder of 2018, $1.9 million for the year ending December 31, 2019, $1.9 million for the year ending December 31, 2020 and $1.9 million for each of the years ending December 31, 2021 and 2022. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note F - Debt Debt obligations consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands): Debt instrument Principal at March 31, 2018 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at March 31, 2018 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 — — (1,234 ) 12,766 Total $ 14,146 $ — $ — $ (1,234 ) $ 12,912 Debt instrument Principal at December 31, 2017 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at December 31, 2017 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Note Purchase Agreement 15,000 5,494 — — 20,494 Total current 15,146 5,494 — — 20,640 Long-term Portion: 2015 Subordinated Notes 14,000 — — (1,375 ) 12,625 Note Purchase Agreement 100,000 31,323 (1,362 ) (201 ) 129,760 Total long-term 114,000 31,323 (1,362 ) (1,576 ) 142,385 Total $ 129,146 $ 36,817 $ (1,362 ) $ (1,576 ) $ 163,025 In June 2016, we executed a capital lease agreement that expires in June 2020 for equipment with a carrying value of approximately $0.8 million, which is included in property, plant and equipment, net on our condensed consolidated balance sheet. Under the terms of the capital lease agreement, we will remit payments to the lessor of $216,000 for the remainder of 2018, $288,000 for the year ending 2019 and $144,000 for the year ending December 31, 2020. As of March 31, 2018, our remaining obligations under the capital lease agreement are approximately $0.6 million, of which $290,000 and $270,000 are classified as other current and other long-term liabilities, respectively, on our condensed consolidated balance sheet. In January 2018, we, through our wholly-owned subsidiary, Antigenics LLC (“Antigenics”), entered into a Royalty Purchase Agreement (the “Royalty Purchase Agreement”) with Healthcare Royalty Partners III, L.P., and certain of its affiliates (collectively “HCR”), whereby we received gross proceeds of $190.0 million (refer to Note G). Concurrently with the closing of the Royalty Purchase Agreement, we used $161.9 million of these proceeds to redeem Antigenics’ $115.0 million principal amount of notes issued pursuant to the Note Purchase Agreement dated September 4, 2015 with Oberland Capital SA Zermatt LLC and the purchasers named therein (the “Note Purchase Agreement”), as well as the associated accrued and unpaid interest, and the Note Purchase Agreement and the notes issued thereunder were redeemed in full and terminated. In connection with this redemption, we recorded a $10.8 million loss on early extinguishment of debt which primarily reflects the payment of premiums to fully redeem the notes and the write-off of unamortized debt issuance costs and discounts. |
Liability Related to the Sale o
Liability Related to the Sale of Future Royalties | 3 Months Ended |
Mar. 31, 2018 | |
Liability Related To Sale Of Future Royalties [Abstract] | |
Liability Related to the Sale of Future Royalties | Note G – Liability Related to the Sale of Future Royalties On January 6, 2018, we, through Antigenics, entered into the Royalty Purchase Agreement with HCR, which closed on January 19, 2018. Pursuant to the terms of the Royalty Purchase Agreement, we sold to HCR 100% of Antigenics’ worldwide rights to receive royalties from GlaxoSmithKline (“GSK”) on sales of GSK’s vaccines containing our QS-21 Stimulon adjuvant. At closing, we received gross proceeds of $190.0 million from HCR. As part of the transaction, we reimbursed HCR for transaction costs of $100,000 and incurred approximately $500,000 in transaction costs of our own, which are presented net of the liability in the consolidated balance sheet and will be amortized to interest expense over the estimated life of the Royalty Purchase Agreement. Although we sold all of our rights to receive royalties on sales of GSK’s vaccines containing QS-21, as a result of our obligation to HCR, we are required to account for these royalties as revenue when earned, and we recorded the $190.0 million in proceeds from this transaction as a liability (“Liability Related to Sale of Future Royalties”) on our condensed consolidated balance sheet that will be amortized using the interest method over the estimated life of the Royalty Purchase Agreement. The liability is classified between the current and non-current portion of liability related to sale of future royalties in the consolidated balance sheets based on the estimated recognition of the royalty payments to be received by HCR in the next 12 months from the financial statement reporting date. The following table shows the activity within the liability account from the inception of the royalty agreement in January 2018 to March 31, 2018 (in thousands): Period from inception to March 31, 2018 Liability related to sale of future royalties - beginning balance $ — Proceeds from sale of future royalties 190,000 Non-cash royalty revenue payable to HCR — Non-cash interest expense recognized 1,665 Liability related to sale of future royalties - ending balance 191,665 Less: unamortized transaction costs (580 ) Liability related to sale of future royalties, net $ 191,086 For the quarter ended March 31, 2018, we recognized no non-cash royalty revenue (refer to Note J), and we recorded $1.7 million of related non-cash interest expense. As royalties are remitted to HCR from GSK, the balance of the recorded liability will be effectively repaid over the life of the Royalty Purchase Agreement. To determine the amortization of the recorded liability, we are required to estimate the total amount of future royalty payments to be received by HCR. The sum of these amounts less the $190.0 million proceeds we received will be recorded as interest expense over the life of the Royalty Purchase Agreement. Since inception, our estimate of this total interest expense resulted in an effective annual interest rate of approximately 4.4%. Quarterly, we assess the estimated royalty payments to be paid to HCR from GSK, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability. There are a number of factors that could materially affect the amount and timing of royalty payments from GSK, all of which are not within our control. Such factors include, but are not limited to, changing standards of care, the introduction of competing products, manufacturing or other delays, biosimilar competition, patent protection, adverse events that result in governmental health authority imposed restrictions on the use of the drug products, significant changes in foreign exchange rates, and other events or circumstances that could result in reduced royalty payments from GSK, all of which would result in a reduction of non-cash royalty revenues and the non-cash interest expense over the life of the Royalty Purchase Agreement. Conversely, if sales of GSK’s vaccines containing QS-21 are more than expected, the non-cash royalty revenues and the non-cash interest expense recorded by us would be greater over the life of the Royalty Purchase Agreement. Pursuant to the Royalty Purchase Agreement, we will also be entitled to receive up to $40.35 million in milestone payments based on sales of GSK’s vaccines as follows: (i) $15.1 million upon reaching $2.0 billion last-twelve-months net sales any time prior to 2024 and (ii) $25.25 million upon reaching $2.75 billion last-twelve-months net sales any time prior to 2026. Additionally, pursuant to the Royalty Purchase Agreement, we would owe approximately $25.9 million to HCR in 2021 (the “Rebate Payment”) if neither of the following sales milestones are achieved: (i) 2019 sales exceed $1.0 billion or (ii) 2020 sales exceed $1.75 billion. As part of the transaction, we provided a guaranty for the potential Rebate Payment and secured the obligation with substantially all of our assets pursuant to a security agreement, subject to certain customary exceptions and excluding all assets necessary for our subsidiary, AgenTus Therapeutics, Inc. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Liabilities | Note H - Accrued Liabilities Accrued liabilities consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Payroll $ 2,852 $ 7,790 Professional fees 2,817 2,021 Contract manufacturing costs 4,018 5,528 Research services 6,880 4,663 Other 1,490 1,567 Total $ 18,057 $ 21,569 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note I - Fair Value Measurements We measure our contingent purchase price considerations at fair value. The fair values of our contingent purchase price considerations, $9.4 million, are based on significant inputs not observable in the market, which require them to be reported as Level 3 liabilities within the fair value hierarchy. The valuation of these liabilities use assumptions we believe would be made by a market participant and are based on estimates from a Monte Carlo simulation of our market capitalization and share price, and other factors impacting the probability of triggering the milestone payments. Market capitalization and share price were evolved using a geometric Brownian motion, calculated daily for the life of the contingent purchase price considerations. Liabilities measured at fair value are summarized below (in thousands): Description March 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price considerations $ 9,389 $ — $ — $ 9,389 Total $ 9,389 $ — $ — $ 9,389 Description December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price consideration $ 4,373 $ — $ — $ 4,373 Total $ 4,373 $ — $ — $ 4,373 The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of March 31, 2018 (in thousands): Balance, December 31, 2017 $ 4,373 Change in fair value of contingent purchase price considerations during the period 5,016 Balance, March 31, 2018 $ 9,389 The estimated fair values of all of our financial instruments, excluding our outstanding debt, approximate their carrying amounts in our condensed consolidated balance sheets. The fair value of our outstanding debt balance at March 31, 2018 and December 31, 2017 was $14.2 million and $205.9 million, respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology that was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date. The principal amount of our outstanding debt balance at March 31, 2018 and December 31, 2017 was $14.1 million and 129.1 million, respectively. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2018 | |
Collaboration [Abstract] | |
Revenue from Contracts with Customers | Note J - Revenue from Contracts with Customers GSK License and Amended GSK Supply Agreements In July 2006, we entered into a license agreement and a supply agreement with GSK for the use of QS-21 Stimulon (the “GSK License Agreement” and the “GSK Supply Agreement”, respectively). In January 2009, we entered into an Amended and Restated Manufacturing Technology Transfer and Supply Agreement (the “Amended GSK Supply Agreement”) under which GSK has the right to manufacture all of its requirements of commercial grade QS-21 Stimulon. GSK is obligated to supply us (or our affiliates, licensees, or customers) certain quantities of commercial grade QS-21 Stimulon for a stated period of time. Under these agreements, GSK paid an upfront license fee of $3.0 million and agreed to pay aggregate milestones of $5.0 million. In July 2007, the Amended GSK Supply Agreement was further amended, and we were paid an additional fixed fee of $7.3 million. In March 2012 we entered into a First Right to Negotiate and Amendment Agreement amending the GSK License Agreement and the Amended GSK Supply Agreement to clarify and include additional rights for the use of our QS-21 Stimulon (the “GSK First Right to Negotiate Agreement”). In addition, we granted GSK the first right to negotiate for the purchase of the Company or certain of our assets, which such rights expired in March 2017. As consideration for entering into the GSK First Right to Negotiate Agreement, GSK paid us an upfront, non-refundable payment of $9.0 million, $2.5 million of which is creditable toward future royalty payments. As of December 31, 2017, we had received all of the potential $24.3 million in upfront and milestone payments related to the GSK Agreements. We were also generally entitled to receive 2% royalties on net sales of prophylactic vaccines for a period of 10 years after the first commercial sale of a resulting GSK product, but we sold these royalty rights to HCR in January 2018 pursuant to the Royalty Purchase Agreement (See Note G). The GSK License and Amended GSK Supply Agreements may be terminated by either party upon a material breach if the breach is not cured within the time specified in the respective agreement. The termination or expiration of the GSK License Agreement does not relieve either party from any obligation which accrued prior to the termination or expiration. Among other provisions, the license rights granted to GSK survive expiration of the GSK License Agreement. The license rights and payment obligations of GSK under the Amended GSK Supply Agreement survive termination or expiration, except that GSK's license rights and future royalty obligations do not survive if we terminate due to GSK's material breach unless we elect otherwise. We assessed this arrangement in accordance with Topic 606 and concluded that the contract counterparty, GSK, is a customer. We identified the following performance obligations under the contract: (1) an exclusive license to QS-21 in the specified field and related technology transfer; and (2) and exclusive license to QS-21 in an additional field. We determined that the fixed payments of $19.3 million constituted all of the consideration to be included in the transaction price and to be allocated to the performance obligations based on their relative stand-alone selling prices. The fixed upfront consideration is recognized under ASC 606 based on when control of the combined performance obligation is transferred to the customer, which corresponds with the service period (through December 2014). At contract inception, the milestones of $5.0 million had been excluded from the transaction price, as we could not conclude that it was probable a significant reversal would not occur. Event driven milestones are a form of variable consideration as the payments are variable based on the occurrence of future events. As part of its estimation of the amount, we considered numerous factors, including that receipt of the milestones is outside of our control and contingent upon success in future clinical trials and the licensee’s efforts. Recognition of event driven milestones should be recognized when the variable consideration is able to be estimated. As of December 31, 2017, all milestones had been received, and therefore recognized. Any consideration related to royalties will be recognized when the related sales occur as they were determined to relate predominantly to the license granted to GSK and therefore have also been excluded from the transaction price. We will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. For the three months ended March 31, 2018 and March 31, 2017, we did not recognize any revenue from GSK. Although an estimated $0.6 million of royalties were earned in the three months ended March 31, 2018, these were first credited against the $2.5 million previously recognized as revenue through an upfront fee. The cumulative impact of changing the timing of revenue recognition for the GSK License and Amended GSK Supply Agreements as of January 1, 2018 was a decrease to stockholders' deficit of approximately $2.5 million and a corresponding decrease in deferred revenue of $2.5 million for the portion of the upfront fee creditable toward future royalties, as described above. This amount was included in the transition adjustment, as under ASC 606 it would have been recognized as revenue in March 2012, at the time of the amendment. Merck Collaboration and License Agreement During the quarter ended June 30, 2014, we entered into a collaboration and license agreement with Merck Sharpe & Dohme (“Merck”) to discover and optimize fully-human antibodies against two undisclosed cancer targets using the Retrocyte Display ® Incyte Collaboration Agreement On January 9, 2015 and effective February 19, 2015, we entered into the Collaboration Agreement with Incyte pursuant to which the parties plan to develop and commercialize novel immuno-therapeutics using our antibody discovery platforms. The Collaboration Agreement was initially focused on four checkpoint modulator programs directed at GITR, OX40, LAG-3 and TIM-3. In addition to the four identified antibody programs, the parties have an option to jointly nominate and pursue the development and commercialization of antibodies against additional targets during a five-year discovery period which, upon mutual agreement of the parties for no additional consideration, can be extended for an additional three years. In November 2015, we and Incyte jointly nominated and agreed to pursue the development and commercialization of three additional undisclosed CPM targets. In February 2017, we amended the Collaboration Agreement by entering into a First Amendment to License, Development and Commercialization Agreement (the “Amendment”). See “Amendment” section below. On January 9, 2015, we also entered into the Stock Purchase Agreement with Incyte Corporation whereby, for an aggregate purchase price of $35.0 million, Incyte purchased approximately 7.76 million shares of our common stock. Agreement Structure Under the terms of the Collaboration Agreement, we received non-creditable, nonrefundable upfront payments totaling $25.0 million. In addition, until the Amendment, the parties shared all costs and profits for the GITR, OX40 and two of the additional antibody programs on a 50:50 basis (profit-share products), and we were eligible to receive up to $20.0 million in future contingent development milestones under these programs. Incyte is obligated to reimburse us for all development costs that we incur in connection with the TIM-3, LAG-3 and one of the additional antibody programs (royalty-bearing products) and we are eligible to receive (i) up to $155.0 million in future contingent development, regulatory, and commercialization milestone payments and (ii) tiered royalties on global net sales at rates generally ranging from 6% to 12%. For each royalty-bearing product, we will also have the right to elect to co-fund 30% of development costs incurred following initiation of pivotal clinical trials in return for an increase in royalty rates. Additionally, we had the option to retain co-promotion participation rights in the United States on any profit-share product. Through the direction of a joint steering committee, until the Amendment, the parties anticipated that, for each program, we would serve as the lead for pre-clinical development activities through investigational new drug (“IND”) application filing, and Incyte would serve as the lead for clinical development activities. The parties initiated the first clinical trials of antibodies arising from these programs in 2016. For each additional program beyond GITR, OX40, TIM-3 and LAG-3 that the parties elect to bring into the collaboration, we will have the option to designate it as a profit-share product or a royalty-bearing product. The Collaboration Agreement will continue as long as (i) any product is being developed or commercialized or (ii) the discovery period remains in effect. Incyte may terminate the Collaboration Agreement or any individual program for convenience upon 12 months’ notice. The Collaboration Agreement may also be terminated by either party upon the occurrence of an uncured material breach of the other party or by us if Incyte challenges patent rights controlled by us. In addition, either party may terminate the Collaboration Agreement as to any program if the other party is acquired and the acquiring party controls a competing program. Amendment Pursuant to the terms of the Amendment, the GITR and OX40 programs immediately converted from profit-share programs to royalty-bearing programs and we became eligible to receive a flat 15% royalty on global net sales should any candidates from either of these two programs be approved. Incyte is now responsible for global development and commercialization and all associated costs for these programs. In addition, the profit-share programs relating to TIGIT and one undisclosed target were removed from the collaboration, with the undisclosed target reverting to Incyte and TIGIT to Agenus. Should any of those programs be successfully developed by a party, the other party will be eligible to receive the same milestone payments as the royalty-bearing programs and royalties at a 15% rate on global net sales. The terms for the remaining three royalty-bearing programs targeting TIM-3, LAG-3 and one undisclosed target remain unchanged, with Incyte being responsible for global development and commercialization and all associated costs. The Amendment gives Incyte exclusive rights and all decision-making authority for manufacturing, development, and commercialization with respect to all royalty-bearing programs. In connection with the Amendment, Incyte paid us $20.0 million in accelerated milestones related to the clinical development of the antibody candidates targeting GITR and OX40. We are now eligible to receive up to an additional $510.0 million in future potential development, regulatory and commercial milestones across all programs in the collaboration. In February 2017, we also entered into a Stock Purchase Agreement with Incyte, pursuant to which Incyte purchased 10 million shares of our common stock at a purchase price of $6.00 per share. Collaboration Revenue We identified the following performance obligations under the Incyte Collaboration Agreement, as amended: (1) combined license and related R&D services to a GITR antibody, (2) combined license and related R&D services to an OX-40 antibody, (3) combined license and related R&D services to a TIM-3 antibody, (4) combined license and related R&D services to a LAG-3 antibody, (5) combined license and related R&D services to a first undisclosed target, (6) combined license and related R&D services to a TIGIT antibody, (7) combined license and related R&D services to a second undisclosed target, and (8) the option to license certain other mutually agreed-upon antibodies combined with related R&D Services (“Assumed Project Options Development”). Each of these performance obligations consists of a license or option to a license and related R&D services through the filing of an IND for each antibody candidate. We concluded that the licenses could be used with other readily available resources if the know-how was also transferred with the license; however, our knowledge and experience is necessary for further development of the licensed antibodies. Therefore, we determined that each of the licensed antibodies and the related developmental R&D services should be treated as a combined performance obligation. We also evaluated whether the Assumed Project Options Development was a material right. At contract inception Incyte paid us a nonrefundable access fee for the ability to exercise the option and bring additional targets into the program. Both we and Incyte have the ability to explore targets and, if mutually agreed upon, convert those targets into assumed projects for no additional license fee. We concluded that Assumed Project Options Development represents a material right and is therefore a performance obligation. We determined that there were no significant financing components, noncash consideration, or amounts that may be refunded to the customer, and as such the total upfront fixed consideration of the $10.0 million license fee and $15.0 million project access fee would be included in the total transaction price of $25.0 million. This amount was then allocated to the performance obligations on a relative stand-alone selling price basis. The estimated variable consideration to be recognized for developmental R&D services and related reimbursable expenses (“Development Costs”) was determined based on the forecasted amounts in the research plan that has been approved by the both parties via the joint steering committee (“JSC”). Under the Agreement, Development Costs related to Profit-Sharing products are split equally between us and Incyte. Therefore, our expected revenue is 50% of the costs of these programs. Based on review of the budgets presented at the JSC meetings, as well as costs of previous R&D projects, we expect the total development costs over the term of the contract will be $43.4 million. This amount was allocated entirely to the distinct R&D services that forms part of each performance obligation. We determined that the transaction price of the Collaboration Agreement was $68.8 million as of March 31, 2018, an increase of $0.4 million from the transaction price of $68.4 million as of December 31, 2017. In order to determine the transaction price, we evaluated all the payments to be received during the duration of the contract. We determined that the fixed upfront License Fee and Project Access Fee of $10.0 million and $15.0 million, respectively, and the $43.8 million of actual and estimated variable consideration for development costs (including R&D services) constituted consideration to be included in the transaction price, which is allocated among the performance obligations. For payments made to Incyte related to their work performed on profit-sharing programs, we considered that we will receive a benefit through the performance of a series of distinct R&D services by Incyte. Additionally, the R&D services are being provided by Incyte at fair value. Therefore, the amount paid to Incyte represents the fair value of the services performed, and no excess will be allocated as a reduction of the transaction price. We will record the consideration paid to Incyte in the same manner that we would purchases for other vendors, classified as R&D expense. In summary each of the performance obligations includes a license or option to a license, and respective R&D services that will be performed over time from program initiation through the filing of an IND with respect to each antibody candidate. We have determined that the combined performance obligation is satisfied over time, and that the input method should be applied for all performance obligations that have consideration allocated to them. The cost-cost measure will be applied based on the percentage of completion of R&D services provided during the period compared to the respective budget. We believe this is the best measure of progress because other measures do not reflect how we transfer our performance obligation to Incyte. We will recognize the fixed consideration allocated to each performance obligation over time as the related R&D services are being performed using the input of R&D costs incurred over total R&D costs expected to be incurred through IND filing, beginning on the date a license is granted. A cost-based input method of revenue recognition requires management to make estimates of costs to complete our performance obligations. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to estimated costs to complete our performance obligations will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. We considered the nature of the arrangement between Incyte and us in evaluating the classification of the payments to be received under the cost-sharing arrangement. We do not currently have any commercial products available for sale. Our primary operations to date have included research and development activities, licensing intellectual property and performing R&D services for external parties. Accordingly, arrangements such as this Collaboration Agreement represent our ongoing business operations. Therefore, we have concluded that payments received from Incyte under the cost-sharing arrangement represent payments made to us as part of their on-going operations and should be classified as revenue as such amounts are earned. For the three months ended March 31, 2018, we recognized approximately $1.6 million of license and collaboration revenue. This amount included $0.5 million of the transaction price for the Collaboration Agreement recognized based on proportional performance. For the three months ended March 31, 2017, (under ASC 605) we recognized approximately $27.0 million of license and collaboration revenue. We expect to recognize deferred research and development revenue of $1.0 million, $0.8 million, and $1.1 million for the remainder of 2018, 2019, and 2020, respectively, related to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2018. These amounts exclude amounts (milestones, R&D services and royalties) where we have a right to invoice the customer in the amount that corresponds directly with the value of the performance completed to date. The cumulative impact of the adoption of ASC 606 for the Incyte Collaboration Agreement as of January 1, 2018 was a decrease to stockholders' deficit of approximately $6.4 million and a corresponding decrease in deferred revenue of $6.4 million. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 3 Months Ended |
Mar. 31, 2018 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation Plans | Note K - Share-based Compensation Plans We primarily use the Black-Scholes option pricing model to value stock options granted to employees and non-employees, including stock options granted to members of our Board of Directors. All stock options have 10-year terms and generally vest ratably over a 3 or 4-year period. A non-cash charge to operations for the stock options granted to non-employees that have vesting or other performance criteria is affected each reporting period, until the non-employee options vest, by changes in the fair value of our common stock. A summary of option activity for the three months ended March 31, 2018 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2017 14,366,787 $ 4.22 Granted 387,733 4.20 Exercised (272,493 ) 3.41 Forfeited (150,898 ) 4.37 Expired (201,393 ) 4.80 Outstanding at March 31, 2018 14,129,736 $ 4.23 7.20 $ 10,884,924 Vested or expected to vest at March 31, 2018 14,129,736 $ 4.23 7.20 $ 10,884,924 Exercisable at March 31, 2018 9,042,598 $ 4.33 6.30 $ 6,995,204 The weighted average grant-date fair values of stock options granted during the three months ended March 31, 2018 and 2017 were $2.14 and $1.90, respectively. As of March 31, 2018, $8.7 million of total unrecognized compensation cost related to stock options granted to employees and directors is expected to be recognized over a weighted average period of 2.4 years. As of March 31, 2018, unrecognized expense for options granted to outside advisors for which performance (vesting) has not yet been completed but the exercise price of the option is known is $0.9 million. Such amount is subject to change each reporting period based upon changes in the fair value of our common stock, expected volatility, and the risk-free interest rate, until the outside advisor completes his or her performance under the option agreement. Certain employees and consultants have been granted non-vested stock. The fair value of non-vested market based awards is calculated based on a Monte Carlo simulation as of the date of issuance. The fair value of other non-vested stock is calculated based on the closing sale price of our common stock on the date of issuance. A summary of non-vested stock activity for the three months ended March 31, 2018 is presented below: Non-vested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2017 1,313,550 $ 2.91 Granted 20,250 4.08 Vested (53,050 ) 3.77 Forfeited — — Outstanding at March 31, 2018 1,280,750 $ 2.89 As of March 31, 2018, there was approximately $1.7 million of unrecognized share-based compensation expense related to these non-vested shares for which, if all milestones are achieved, will be recognized over a period of 2.5 years. The total intrinsic value of shares vested during the three months ended March 31, 2018, was $0.2 million. During the three months ended March 31, 2018, 47,698 shares were issued under the 2009 Employee Stock Purchase Plan, 53,050 shares were issued as a result of the vesting of non-vested stock and 272,493 shares were issued as a result of stock option exercises. The impact on our results of operations from share-based compensation for the three and three months ended March 31, 2018 and 2017, was as follows (in thousands): Three Months Ended March 31, 2018 2017 Research and development $ 998 $ 1,127 General and administrative 1,207 1,250 Total share-based compensation expense $ 2,205 $ 2,377 |
Benefit Plans
Benefit Plans | 3 Months Ended |
Mar. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit Plans | Note L - Benefit Plans Previously, we maintained a multiple employer benefit plan that covered certain international employees. During the year ended December 31, 2017, in connection with the closure of our facility in Basel, Switzerland, we ended our participation in the plan. We made no contributions to the plan during the three months ended March 31, 2018, and no future contributions are expected. For the three months ended March 31, 2017 we contributed approximately $42,000 to our international multiple employer benefit plan. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Note M - Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, (Topic 606) ("ASU 2014-09"). ASU 2014-09 amends the guidance for the recognition of revenue from contracts with customers to transfer goods and services. The FASB subsequently issued additional, clarifying standards to address issues arising from the implementation of the new revenue recognition standard. The new revenue recognition standard and clarifying standards require an entity to recognize revenue when control of promised goods or services is transferred to the customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted this new standard on January 1, 2018, by using the modified-retrospective method. See Note B and Note J. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) which supersedes Topic 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all leases with terms greater than twelve months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-2 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of Topic 842, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. Note 15 in our Annual Report on Form 10-K for the year ended December 31, 2017 provides details on our current lease arrangements. While we continue to evaluate the provisions of ASC 842 to determine how it will be affected, the primary effect of adopting the new standard will be to record assets and obligations for current operating leases. Upon adoption, based on leases in place as of December 31, 2017, we expect to recognize assets and liabilities of approximately $8.2 million related to our operating leases. The adoption of ASC 842 is not expected to have a material impact on our results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which provides guidance regarding the definition of a business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted ASU 2017-01 on January 1, 2018 and will apply it prospectively. The impact on our consolidated financial statements in future periods will depend on the specific facts and circumstances of future transactions. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) (“ASU 2017-04”) that will eliminate the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value. The guidance is effective for the Company in the first quarter of fiscal 2020. Early adoption is permitted. We do not anticipate the adoption of this guidance to have a material impact on our consolidated financial statements, absent any goodwill impairment. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting (“ASU 2017-09”). The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. We adopted ASU 2017-09 on January 1, 2018. The guidance will be applied prospectively to awards modified on or after the adoption date. The adoption of ASU 2017-09 did not have any impact on our consolidated financial statements. No other new accounting pronouncement issued or effective during the three months ended March 31, 2018 had or is expected to have a material impact on our consolidated financial statements or disclosures. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note N - Subsequent Events At the Market Offerings In April 2018, we received net proceeds of approximately $3.2 million from the sale of approximately 720,000 shares of our common stock in at-the-market offerings under our Controlled Equity Offering SM SM |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes existing revenue recognition guidance. We adopted ASU 2014-09 and its related amendments (collectively known as “ASC 606”) on January 1, 2018 using the modified retrospective method- i.e., by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of equity at January 1, 2018. The reported results for 2018 reflect the application of ASC 606 guidance while the reported results for 2017 were prepared under the guidance of ASC 605, Revenue Recognition (“ASC 605”). The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of our goods and services and will provide financial statement readers with enhanced disclosures. The details of the significant changes and quantitative impact of the changes are disclosed in Note J. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services. To achieve this core principle, we apply the following five steps: 1) Identify the contract with the customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s intent and ability to pay, which is based on a variety of factors including the customer’s historical payment experience, or in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, the Company must apply judgment to determine whether promised goods and services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. Determining the transaction price requires significant judgment, which is discussed in further detail for each of the Company’s contracts with customers in Note J. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative stand-alone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative stand-alone selling prices. Determining the amount of the transaction price to allocate to each separate performance obligation requires significant judgement, which is discussed in further detail for each of the Company’s contracts with customers in Note J. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either 1) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, 2) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or 3) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. Examples of control are using the asset to produce goods or services, enhance the value of other assets, settle liabilities, and holding or selling the asset. ASC 606 requires the Company to select a single revenue recognition method for the performance obligation that faithfully depicts the Company’s performance in transferring control of the goods and services. The guidance allows entities to choose between two methods to measure progress toward complete satisfaction of a performance obligation: 1. Output methods - recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract (e.g. surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units of produced or units delivered); and 2. Input methods - recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments: At the inception of each arrangement that includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 suggests two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. Whichever method is used, it should be consistently applied throughout the life of the contract; however, it is not necessary for the Company to use the same approach for all contracts. The Company uses the most likely amount method for development and regulatory milestone payments. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Up-front Fees: Depending on the nature of the agreement, up-front payments and fees may be recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Contract Balances Contract assets primarily relate to our rights to consideration for work completed in relation to our research and development (“R&D”) services performed but not billed at the reporting date. The contract assets are transferred to the receivables when the rights become unconditional. Currently, we do not have any contract assets which have not transferred to a receivable. We had no asset impairment charges related to contract assets in the period. The contract liabilities primarily relate to contracts where we received payments but we have not yet satisfied the related performance obligations. The advance consideration received from customers for R&D services or licenses bundled with other promises is a contract liability until the underlying performance obligations are transferred to the customer. The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands): Three months ended March 31, 2018 Balance at beginning of period Additions Deductions Balance at end of period Contract assets: Unbilled receivables from collaboration partners $ - $ - $ - $ - Contract liabilities: Deferred revenue $ 3,377 $ - $ (473 ) $ 2,904 The change in contract liabilities is primarily related to the recognition of $0.5 million of revenue recognized during the three months ended March 31, 2018. Deferred revenue related to our global license, development and commercialization agreement (the “Collaboration Agreement”), dated January 9, 2015, with Incyte Corporation (“Incyte”) of $2.9 million as of March 31, 2018, which was comprised of the $25.0 million upfront payment, less $22.1 million of license and collaboration revenue recognized from the effective date of the contract, will be recognized as the combined performance obligation is satisfied. We also recorded a $1.1 million receivable from Incyte as of March 31, 2018 for R&D services provided. During the three months ended March 31, 2018, we did not recognize any revenue from amounts included in the contract asset or the contract liability balances from performance obligations satisfied in previous periods. None of the costs to obtain or fulfill the contract were capitalized. Impact of Adopting ASC 606 on Financial Statements We adopted ASC 606 using the modified retrospective method. The cumulative effect of applying the new guidance to all contracts with customers that were not completed as of January 1, 2018 was recorded as an adjustment to accumulated deficit as of the adoption date. We elected to apply a practical expedient to reflect the aggregate effect of all modifications that occurred before January 1, 2018 when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations. The estimated effect of applying this practical expedient results in a slower recognition of the transaction price, as more consideration is allocated to performance obligations originally identified as a material right at contract inception. As a result of applying the modified retrospective method to adopt the new revenue guidance, the following adjustments were made to the consolidated balance sheet as of January 1, 2018 (in thousands): As Reported December 31, 2017 ASC 606 Adjustment Adjusted January 1, 2018 Consolidated Balance Sheet Data: Current portion, deferred revenue $ 4,485 $ (2,986 ) $ 1,499 Deferred revenue 7,748 (5,870 ) 1,878 Accumulated deficit $ (1,026,476 ) $ 8,856 $ (1,017,620 ) Impact of ASC 606 on Financial Statements In accordance with Topic 606, the disclosure of the impact of adoption to our condensed consolidated statements of income and balance sheets was as follows (in thousands): March 31, 2018 As Reported Under ASC 606 Adjustments Notes Balances without Adoption of ASC 606 Consolidated Balance Sheet Data: Current portion, deferred revenue $ 1,148 $ 2,742 (1 ) $ 3,890 Deferred revenue 1,755 5,510 (1 ) 7,265 Accumulated deficit (1,071,760 ) (8,276 ) (2 ) (1,080,036 ) Consolidated Income Statement Data: Revenue $ 1,636 $ 580 (3 ) $ 2,216 (1) Adjustment to deferred revenue to reflect recognition of revenue under ASC 605 primarily attributable to the change in the timing of revenue recognition for amounts received under the Incyte Collaboration Agreement and GSK License and Amended Supply Agreements, see Note J (2) Adjustment to accumulated deficit to reflect the reversal of the cumulative transition adjustment and the difference in revenue from ASC 606 to ASC 605, see Note J (3) Adjustment to reflect the difference in revenue recognition from ASC 606 to ASC 605 primarily attributable to the change in recognition of an upfront fee related to the GSK License and Amended Supply Agreements, see Note J |
Net Loss Per Share | Note C - Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Directors’ Deferred Compensation Plan, or “DDCP”). Diluted income per common share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our DDCP) plus the dilutive effect of outstanding instruments such as warrants, stock options, non-vested shares, convertible preferred stock, and convertible notes. Because we reported a net loss attributable to common stockholders for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of March 31, 2018 and 2017, as they would be anti-dilutive: Three Months Ended March 31, 2018 2017 Warrants 2,900,000 4,351,450 Stock options 14,129,736 14,940,852 Non-vested shares 1,280,750 2,605,674 Convertible preferred stock 333,333 333,333 |
Business, Liquidity and Basis22
Business, Liquidity and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Description Of Business [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table outlines our quarter end cash and cash equivalents balances and the changes therein (in millions). Quarter Ended March 31, 2018 Cash and cash equivalents $ 52.3 Decrease in cash and cash equivalents $ (7.8 ) Cash used in operating activities $ (40.2 ) Reported net loss $ (54.3 ) |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers | The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands): Three months ended March 31, 2018 Balance at beginning of period Additions Deductions Balance at end of period Contract assets: Unbilled receivables from collaboration partners $ - $ - $ - $ - Contract liabilities: Deferred revenue $ 3,377 $ - $ (473 ) $ 2,904 |
Topic 606 [Member] | |
Topic 606 Disclosure of Impact of Adoption to Condensed Consolidated Statements | . As a result of applying the modified retrospective method to adopt the new revenue guidance, the following adjustments were made to the consolidated balance sheet as of January 1, 2018 (in thousands): As Reported December 31, 2017 ASC 606 Adjustment Adjusted January 1, 2018 Consolidated Balance Sheet Data: Current portion, deferred revenue $ 4,485 $ (2,986 ) $ 1,499 Deferred revenue 7,748 (5,870 ) 1,878 Accumulated deficit $ (1,026,476 ) $ 8,856 $ (1,017,620 ) In accordance with Topic 606, the disclosure of the impact of adoption to our condensed consolidated statements of income and balance sheets was as follows (in thousands): March 31, 2018 As Reported Under ASC 606 Adjustments Notes Balances without Adoption of ASC 606 Consolidated Balance Sheet Data: Current portion, deferred revenue $ 1,148 $ 2,742 (1 ) $ 3,890 Deferred revenue 1,755 5,510 (1 ) 7,265 Accumulated deficit (1,071,760 ) (8,276 ) (2 ) (1,080,036 ) Consolidated Income Statement Data: Revenue $ 1,636 $ 580 (3 ) $ 2,216 (1) Adjustment to deferred revenue to reflect recognition of revenue under ASC 605 primarily attributable to the change in the timing of revenue recognition for amounts received under the Incyte Collaboration Agreement and GSK License and Amended Supply Agreements, see Note J (2) Adjustment to accumulated deficit to reflect the reversal of the cumulative transition adjustment and the difference in revenue from ASC 606 to ASC 605, see Note J (3) Adjustment to reflect the difference in revenue recognition from ASC 606 to ASC 605 primarily attributable to the change in recognition of an upfront fee related to the GSK License and Amended Supply Agreements, see Note J |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of March 31, 2018 and 2017, as they would be anti-dilutive: Three Months Ended March 31, 2018 2017 Warrants 2,900,000 4,351,450 Stock options 14,129,736 14,940,852 Non-vested shares 1,280,750 2,605,674 Convertible preferred stock 333,333 333,333 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Cash And Cash Equivalents [Abstract] | |
Schedule of Cash Equivalents | Cash equivalents consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 50,904 $ 50,904 $ 57,036 $ 57,036 U.S. Treasury Bills — — — — Total $ 50,904 $ 50,904 $ 57,036 $ 57,036 |
Goodwill and Acquired Intangi26
Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2018 (in thousands): Balance, December 31, 2017 $ 23,049 Foreign currency translation adjustment 349 Balance, March 31, 2018 $ 23,398 |
Schedule of Acquired Intangible Assets | Acquired intangible assets consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands): As of March 31, 2018 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,643 $ (4,784 ) $ 11,859 Trademarks 4.5 years 845 (774 ) 71 Other 2-6 years 574 (500 ) 74 In-process research and development Indefinite 1,971 — 1,971 Total $ 20,033 $ (6,058 ) $ 13,975 As of December 31, 2017 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,545 $ (4,290 ) $ 12,255 Trademarks 4.5 years 826 (711 ) 115 Other 2-6 years 570 (461 ) 109 In-process research and development Indefinite 1,928 — 1,928 Total $ 19,869 $ (5,462 ) $ 14,407 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands): Debt instrument Principal at March 31, 2018 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at March 31, 2018 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 — — (1,234 ) 12,766 Total $ 14,146 $ — $ — $ (1,234 ) $ 12,912 Debt instrument Principal at December 31, 2017 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at December 31, 2017 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Note Purchase Agreement 15,000 5,494 — — 20,494 Total current 15,146 5,494 — — 20,640 Long-term Portion: 2015 Subordinated Notes 14,000 — — (1,375 ) 12,625 Note Purchase Agreement 100,000 31,323 (1,362 ) (201 ) 129,760 Total long-term 114,000 31,323 (1,362 ) (1,576 ) 142,385 Total $ 129,146 $ 36,817 $ (1,362 ) $ (1,576 ) $ 163,025 |
Liability Related to the Sale28
Liability Related to the Sale of Future Royalties (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Liability Related To Sale Of Future Royalties [Abstract] | |
Schedule of Liability Account from Inception of Royalty Agreement | The following table shows the activity within the liability account from the inception of the royalty agreement in January 2018 to March 31, 2018 (in thousands): Period from inception to March 31, 2018 Liability related to sale of future royalties - beginning balance $ — Proceeds from sale of future royalties 190,000 Non-cash royalty revenue payable to HCR — Non-cash interest expense recognized 1,665 Liability related to sale of future royalties - ending balance 191,665 Less: unamortized transaction costs (580 ) Liability related to sale of future royalties, net $ 191,086 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Payroll $ 2,852 $ 7,790 Professional fees 2,817 2,021 Contract manufacturing costs 4,018 5,528 Research services 6,880 4,663 Other 1,490 1,567 Total $ 18,057 $ 21,569 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | Liabilities measured at fair value are summarized below (in thousands): Description March 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price considerations $ 9,389 $ — $ — $ 9,389 Total $ 9,389 $ — $ — $ 9,389 Description December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price consideration $ 4,373 $ — $ — $ 4,373 Total $ 4,373 $ — $ — $ 4,373 |
Schedule of Liabilities Measured at Fair Value Using Significant Unobservable Inputs | The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of March 31, 2018 (in thousands): Balance, December 31, 2017 $ 4,373 Change in fair value of contingent purchase price considerations during the period 5,016 Balance, March 31, 2018 $ 9,389 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Share Based Compensation [Abstract] | |
Schedule Of Stock Option Activity | A summary of option activity for the three months ended March 31, 2018 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2017 14,366,787 $ 4.22 Granted 387,733 4.20 Exercised (272,493 ) 3.41 Forfeited (150,898 ) 4.37 Expired (201,393 ) 4.80 Outstanding at March 31, 2018 14,129,736 $ 4.23 7.20 $ 10,884,924 Vested or expected to vest at March 31, 2018 14,129,736 $ 4.23 7.20 $ 10,884,924 Exercisable at March 31, 2018 9,042,598 $ 4.33 6.30 $ 6,995,204 |
Summary Of Non-vested Stock Activity | A summary of non-vested stock activity for the three months ended March 31, 2018 is presented below: Non-vested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2017 1,313,550 $ 2.91 Granted 20,250 4.08 Vested (53,050 ) 3.77 Forfeited — — Outstanding at March 31, 2018 1,280,750 $ 2.89 |
Schedule Of Share-Based Compensation Expense | The impact on our results of operations from share-based compensation for the three and three months ended March 31, 2018 and 2017, was as follows (in thousands): Three Months Ended March 31, 2018 2017 Research and development $ 998 $ 1,127 General and administrative 1,207 1,250 Total share-based compensation expense $ 2,205 $ 2,377 |
Business, Liquidity and Basis32
Business, Liquidity and Basis of Presentation (Narrative) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Description Of Business [Abstract] | ||||
Cash, cash equivalents, and short-term investments | $ 52,347,634 | $ 113,863,956 | $ 60,186,617 | $ 71,448,016 |
Decrease in cash cash equivalents and short term investments | 7,838,983 | $ (42,415,940) | ||
Accumulated deficit | $ 1,071,759,790 | $ 1,026,475,773 |
Business, Liquidity and Basis33
Business, Liquidity and Basis of Presentation - Schedule of Cash and Cash Equivalents (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Description Of Business [Abstract] | ||||
Cash and cash equivalents | $ 52,347,634 | $ 113,863,956 | $ 60,186,617 | $ 71,448,016 |
Decrease in cash and cash equivalents | (7,838,983) | 42,415,940 | ||
Cash used in operating activities | (40,249,623) | (14,831,012) | ||
Reported net loss | $ (54,261,143) | $ (17,103,179) |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Revenue) (Narrative) (Details) - USD ($) | Feb. 19, 2015 | Mar. 31, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policy [Line Items] | |||
Asset impairment charges | $ 0 | ||
Contract with customer, liability, revenue recognized | 500,000 | ||
Deferred revenue | 2,904,000 | $ 3,377,000 | |
Upfront payment to clollaboration agreement | 25,000,000 | ||
License And Collaboration Revenue | $ 22,100,000 | ||
Capitalized contract , cost | 0 | ||
Incyte Corporation [Member] | |||
Summary of Significant Accounting Policy [Line Items] | |||
Receivables for R & D services | 1,100,000 | ||
Collaborative Agreement [Member] | Incyte Corporation [Member] | |||
Summary of Significant Accounting Policy [Line Items] | |||
Deferred revenue | $ 2,900,000 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Accounting Policies [Abstract] | |
Deferred revenue, Beginning Balance | $ 3,377 |
Deferred revenue, Deductions | (473) |
Deferred revenue, Ending Balance | $ 2,904 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Topic 606 Disclosure of Impact of Adoption to Condensed Consolidated Statements) (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Current portion, deferred revenue | $ 1,148,420 | $ 4,484,882 | ||
Deferred revenue | 1,755,300 | 7,748,284 | ||
Accumulated deficit | (1,071,759,790) | $ (1,026,475,773) | ||
Revenue | 1,636,041 | $ 26,955,843 | ||
Topic 606 [Member] | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Current portion, deferred revenue | $ 1,499,000 | |||
Deferred revenue | 1,878,000 | |||
Accumulated deficit | (1,017,620,000) | |||
Topic 606 [Member] | ASC 606 Adjustment [Member] | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Current portion, deferred revenue | 2,742,000 | (2,986,000) | ||
Deferred revenue | 5,510,000 | (5,870,000) | ||
Accumulated deficit | (8,276,000) | $ 8,856,000 | ||
Revenue | 580,000 | |||
Topic 606 [Member] | Balances without Adoption of ASC 606 [Member] | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Current portion, deferred revenue | 3,890,000 | |||
Deferred revenue | 7,265,000 | |||
Accumulated deficit | (1,080,036,000) | |||
Revenue | $ 2,216,000 |
Net Loss Per Share (Schedule of
Net Loss Per Share (Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding) (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,900,000 | 4,351,450 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,129,736 | 14,940,852 |
Non-vested Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,280,750 | 2,605,674 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 333,333 | 333,333 |
Investments (Schedule of Cash E
Investments (Schedule of Cash Equivalents) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | $ 50,900 | $ 57,000 |
Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | 50,904 | 57,036 |
Cost [Member] | Institutional Money Market Funds [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | 50,904 | 57,036 |
Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | 50,904 | 57,036 |
Estimated Fair Value [Member] | Institutional Money Market Funds [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | $ 50,904 | $ 57,036 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Cash And Cash Equivalents [Abstract] | ||
Cash equivalents | $ 50.9 | $ 57 |
Goodwill and Acquired Intangi40
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 23,048,804 |
Foreign currency translation adjustment | 349,000 |
Ending balance | $ 23,398,080 |
Goodwill and Acquired Intangi41
Goodwill and Acquired Intangible Assets (Acquired Intangible Assets) (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 20,033,000 | $ 19,869,000 |
Accumulated amortization | (6,058,173) | (5,461,834) |
Net carrying amount | 13,974,560 | 14,406,650 |
Indefinite-lived Intangible Assets Acquired | 1,971,000 | 1,928,000 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 16,643,000 | 16,545,000 |
Accumulated amortization | (4,784,000) | (4,290,000) |
Net carrying amount | $ 11,859,000 | $ 12,255,000 |
Intellectual Property [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 7 years | 7 years |
Intellectual Property [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 15 years | 15 years |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 4 years 6 months | 4 years 6 months |
Gross carrying amount | $ 845,000 | $ 826,000 |
Accumulated amortization | (774,000) | (711,000) |
Net carrying amount | 71,000 | 115,000 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 574,000 | 570,000 |
Accumulated amortization | (500,000) | (461,000) |
Net carrying amount | $ 74,000 | $ 109,000 |
Other [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 2 years | 2 years |
Other [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 6 years | 6 years |
Goodwill and Acquired Intangi42
Goodwill and Acquired Intangible Assets (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years |
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2018 | $ 1.5 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2019 | 1.9 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2020 | 1.9 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2021 | 1.9 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2022 | $ 1.9 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Mar. 31, 2018 | |
Debt instrument, Current Portion | ||
Principal Balance, Short-term Portion | $ 15,146 | |
Non-cash Interest, Short-term Position | 5,494 | |
Balance, Short-term Portion | 20,640 | |
Debt instrument, Long-term Portion | ||
Principal Balance, Long-term Portion | 114,000 | |
Non-cash Interest, Long-term Portion | 31,323 | |
Unamortized Debt Issuance Costs, Long-term Portion | (1,362) | |
Unamortized Debt Discount, Long-term Portion | (1,576) | |
Balance, Long-term Portion | 142,385 | |
Principal, Balance Total | 129,146 | $ 14,146 |
Non-cash Interest Total | 36,817 | |
Unamortized Debt Issuance Costs Total | (1,362) | |
Unamortized Debt Discount Total | (1,576) | (1,234) |
Balance, Long-Term Debt Total | 163,025 | 12,912 |
2015 Subordinated Notes [Member] | ||
Debt instrument, Long-term Portion | ||
Principal Balance, Long-term Portion | 14,000 | 14,000 |
Unamortized Debt Discount, Long-term Portion | (1,375) | (1,234) |
Balance, Long-term Portion | 12,625 | 12,766 |
Note Purchase Agreement [Member] | ||
Debt instrument, Long-term Portion | ||
Principal Balance, Long-term Portion | 100,000 | |
Non-cash Interest, Long-term Portion | 31,323 | |
Unamortized Debt Issuance Costs, Long-term Portion | (1,362) | |
Unamortized Debt Discount, Long-term Portion | (201) | |
Balance, Long-term Portion | 129,760 | |
Debentures [Member] | ||
Debt instrument, Current Portion | ||
Principal Balance, Short-term Portion | 146 | 146 |
Balance, Short-term Portion | 146 | $ 146 |
Note Purchase Agreement [Member] | ||
Debt instrument, Current Portion | ||
Principal Balance, Short-term Portion | 15,000 | |
Non-cash Interest, Short-term Position | 5,494 | |
Balance, Short-term Portion | $ 20,494 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | Jan. 19, 2018 | Jan. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||
Carrying value of capital lease included in property, plant and equipment, net | $ 27,035,584 | $ 27,035,584 | $ 26,178,622 | ||
Consideration received for royalty rights | 190,000,000 | ||||
Payments of debt | 161,847,223 | ||||
Loss on early extinguishment of debt | $ (10,766,625) | ||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Consideration received for royalty rights | $ 190,000,000 | ||||
Equipment [Member] | |||||
Debt Instrument [Line Items] | |||||
Capital lease expiration period | 2020-06 | ||||
Payment to lessor, remainder of 2018 | 216,000 | $ 216,000 | |||
Payment to lessor, 2019 | 288,000 | 288,000 | |||
Payment to lessor, 2020 | 144,000 | 144,000 | |||
Capital lease obligations | 600,000 | 600,000 | |||
Equipment [Member] | Other Current Liabilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Capital lease obligations included in other current liabilities | 290,000 | 290,000 | |||
Equipment [Member] | Other Long-term Liabilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Capital lease obligations included in other long-term liabilities | 270,000 | 270,000 | |||
Capital Lease [Member] | Equipment [Member] | |||||
Debt Instrument [Line Items] | |||||
Carrying value of capital lease included in property, plant and equipment, net | $ 800,000 | $ 800,000 | |||
Note Purchase Agreement [Member] | Oberland Capital SA Zermatt LLC [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | 115,000,000 | ||||
Payments of debt | $ 161,900,000 | ||||
Loss on early extinguishment of debt | $ 10,800,000 |
Liability Related to the Sale45
Liability Related to the Sale of Future Royalties (Narrative) (Details) - USD ($) | Jan. 19, 2018 | Jan. 06, 2018 | Mar. 31, 2018 | Mar. 31, 2018 |
Liability Related To Sale Of Future Royalties [Line Items] | ||||
Gross proceeds received for royalty rights | $ 190,000,000 | |||
Non-cash interest expense | $ 1,665,000 | |||
HCR [Member] | GSK Agreements [Member] | ||||
Liability Related To Sale Of Future Royalties [Line Items] | ||||
Effective annual interest rate | 4.40% | |||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | ||||
Liability Related To Sale Of Future Royalties [Line Items] | ||||
Percentage of purchase of worldwide rights to receive royalties | 100.00% | |||
Gross proceeds received for royalty rights | $ 190,000,000 | |||
Reimbursed HCR for transaction costs | 100,000 | |||
Transaction costs incurred | 500,000 | |||
Non-cash royalty revenue recognized | $ 0 | |||
Non-cash interest expense | $ 1,700,000 | |||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | Maximum [Member] | ||||
Liability Related To Sale Of Future Royalties [Line Items] | ||||
Potential milestone payments receivable | 40,350,000 | |||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | Prior to 2024 [Member] | ||||
Liability Related To Sale Of Future Royalties [Line Items] | ||||
Potential milestone payments receivable | 15,100,000 | |||
Sales milestones target | $ 2,000,000,000 | |||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | Prior to 2026 [Member] | ||||
Liability Related To Sale Of Future Royalties [Line Items] | ||||
Potential milestone payments receivable | $ 25,250,000 | |||
Sales milestones target | 2,750,000,000 | |||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | 2021 [Member] | ||||
Liability Related To Sale Of Future Royalties [Line Items] | ||||
Payables upon not achieving sales milestones | 25,900,000 | |||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | 2019 [Member] | ||||
Liability Related To Sale Of Future Royalties [Line Items] | ||||
Sales milestones target | 1,000,000,000 | |||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | 2020 [Member] | ||||
Liability Related To Sale Of Future Royalties [Line Items] | ||||
Sales milestones target | $ 1,750,000,000 |
Liability Related to the Sale46
Liability Related to the Sale of Future Royalties (Schedule of Liability Account from Inception of Royalty Agreement) (Details) - USD ($) $ in Thousands | 3 Months Ended |
Mar. 31, 2018 | |
Liability Related To Sale Of Future Royalties [Abstract] | |
Proceeds from sale of future royalties | $ 190,000 |
Non-cash interest expense recognized | 1,665 |
Liability related to sale of future royalties - ending balance | 191,665 |
Less: unamortized transaction costs | (580) |
Liability related to sale of future royalties, net | $ 191,086 |
Accrued Liabilities (Schedule o
Accrued Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Accrued Liabilities Current [Abstract] | ||
Payroll | $ 2,852,000 | $ 7,790,000 |
Professional fees | 2,817,000 | 2,021,000 |
Contract manufacturing costs | 4,018,000 | 5,528,000 |
Research services | 6,880,000 | 4,663,000 |
Other | 1,490,000 | 1,567,000 |
Total | $ 18,057,061 | $ 21,569,449 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price consideration | $ 9,389 | $ 4,373 |
Long-term Debt, Gross | 14,146 | 129,146 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price consideration | 0 | 0 |
Debt Instrument, Fair Value Disclosure | $ 14,200 | $ 205,900 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Assets and Liabilities Measured at Fair Value) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent purchase price considerations, Fair Value Disclosure | $ 9,389 | $ 4,373 |
Total | 9,389 | 4,373 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent purchase price considerations, Fair Value Disclosure | 0 | 0 |
Total | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent purchase price considerations, Fair Value Disclosure | 0 | 0 |
Total | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent purchase price considerations, Fair Value Disclosure | 9,389 | 4,373 |
Total | $ 9,389 | $ 4,373 |
Fair Value Measurements (Sche50
Fair Value Measurements (Schedule of Liabilities Measured at Fair Value Using Significant Unobservable Inputs) (Details) - Significant Unobservable Inputs (Level 3) [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Balance, beginning of period | $ 4,373 |
Balance, end of period | 9,389 |
Contingent purchase price [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Change in fair value of considerations during the period | $ 5,016 |
Revenue from Contract with Cust
Revenue from Contract with Customers (Narrative) (Details) $ / shares in Units, shares in Thousands | Jan. 02, 2018USD ($) | Feb. 28, 2017$ / sharesshares | Feb. 14, 2017USD ($) | Nov. 30, 2015Program | Feb. 19, 2015USD ($)Program | Jan. 09, 2015USD ($)Programshares | Mar. 31, 2012USD ($) | Jul. 31, 2007USD ($) | Jul. 31, 2006USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
Deferred Revenue Arrangement [Line Items] | ||||||||||||
License and services revenue | $ 22,100,000 | |||||||||||
Deferred revenue | $ (472,949) | $ (652,631) | ||||||||||
Profit-share Products [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Milestone payments for license costs | $ 20,000,000 | |||||||||||
Number of collaboration agreement programs | Program | 2 | |||||||||||
Royalty-bearing Products [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Milestone payments for license costs | $ 155,000,000 | |||||||||||
Number of collaboration agreement programs | Program | 1 | |||||||||||
Stock Purchase Agreement [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Proceeds from issuance of common stock | $ 35,000,000 | |||||||||||
Shares sold at the market, shares | shares | 7,760 | |||||||||||
Collaborative Arrangement [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Percentage of profit and costs sharing ratio | 50.00% | |||||||||||
Development Regulatory and Commercialization Milestones [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Reserved right to elect to co-fund of development costs (as a percent) | 30.00% | |||||||||||
Development Regulatory and Commercialization Milestones [Member] | Minimum [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Royalty payments on net sales (as a percent) | 6.00% | |||||||||||
Development Regulatory and Commercialization Milestones [Member] | Maximum [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Royalty payments on net sales (as a percent) | 12.00% | |||||||||||
Incyte Corporation [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Number of collaboration agreement programs | Program | 4 | |||||||||||
Discovery period of antibodies development and commercialization period | 5 years | |||||||||||
Extended discovery period of antibodies development and commercialization period | 3 years | |||||||||||
Collaboration agreement termination notice period | 12 months | |||||||||||
Revenue recognized | $ 1,600,000 | |||||||||||
Transaction price recognized | 500,000 | |||||||||||
Incyte Corporation [Member] | Research and Development Revenue [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Expect to recognize deferred research and development revenue, 2018 | 1,000,000 | |||||||||||
Expect to recognize deferred research and development revenue, 2019 | 800,000 | |||||||||||
Expect to recognize deferred research and development revenue, 2020 | 1,100,000 | |||||||||||
Incyte Corporation [Member] | Balances without Adoption of ASC 606 [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Revenue recognized | 27,000,000 | |||||||||||
Incyte Corporation [Member] | Stock Purchase Agreement [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Shares sold at the market, shares | shares | 10,000 | |||||||||||
Number of shares purchased, price per share | $ / shares | $ 6 | |||||||||||
Incyte Corporation [Member] | Collaborative Arrangement [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
License costs | $ 10,000,000 | 10,000,000 | ||||||||||
Royalty payments on net sales (as a percent) | 15.00% | |||||||||||
Proceeds from Collaborators | $ 25,000,000 | |||||||||||
Upfront payment received related to clinical development | 20,000,000 | |||||||||||
Additional license fees | $ 0 | |||||||||||
Project access fee | 15,000,000 | 15,000,000 | ||||||||||
Total transaction price | $ 25,000,000 | 68,800,000 | $ 68,400,000 | |||||||||
Increase in transaction price | 400,000 | |||||||||||
Actual and estimated variable consideration for development costs | 43,800,000 | |||||||||||
Incyte Corporation [Member] | Collaborative Arrangement [Member] | Topic 606 [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Decrease to stockholders' deficit | $ 6,400,000 | |||||||||||
Deferred revenue | $ 6,400,000 | |||||||||||
Incyte Corporation [Member] | Collaborative Arrangement [Member] | Maximum [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Potential milestone payments receivable | $ 510,000,000 | |||||||||||
Incyte Corporation [Member] | Agenus Inc [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Number of collaboration agreement programs | Program | 3 | |||||||||||
GSK Supply Agreement [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
License costs | $ 3,000,000 | |||||||||||
Milestone payments for license costs | $ 5,000,000 | 5,000,000 | ||||||||||
Additional fixed fee for license costs | $ 7,300,000 | |||||||||||
Negotiation right expiry date | 2017-03 | |||||||||||
Proceeds from negotiation right | $ 9,000,000 | |||||||||||
Proceeds from negotiation right creditable against future royalty payments | $ 2,500,000 | |||||||||||
Revenue fixed payments | 19,300,000 | |||||||||||
Joint Steering Committee [Member] | Incyte Corporation [Member] | Collaborative Arrangement [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Percentage of expected revenue | 50.00% | |||||||||||
Total development cost | $ 43,400,000 | |||||||||||
GSK Agreements [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Total potential proceeds from license | $ 24,300,000 | |||||||||||
Royalty payments on net sales (as a percent) | 2.00% | |||||||||||
Period to receive license fees | 10 years | |||||||||||
License and services revenue | $ 0 | $ 0 | ||||||||||
Royalty revenue | 600,000 | |||||||||||
Upfront fee recognized as revenue | 2,500,000 | |||||||||||
Decrease to stockholders' deficit | 2,500,000 | |||||||||||
Deferred revenue | 2,500,000 | |||||||||||
Merck Collaboration and License Agreement [Member] | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
License and services revenue | 0 | $ 0 | ||||||||||
Potential Payments | $ 100,000,000 |
Share-Based Compensation Plan52
Share-Based Compensation Plans (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Weighted average grant-date fair value of options granted | $ 2.14 | $ 1.90 |
Intrinsic value of shares vested | $ 0.2 | |
Vesting of non-vested shares, shares | 53,050 | |
Shares issued from exercise of options | 272,493 | |
Employees and directors [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost, options | $ 8.7 | |
Outside Advisors [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost, options | $ 0.9 | |
Stock Options [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost, weighted average period | 2 years 4 months 24 days | |
Restricted Stock [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost | $ 1.7 | |
Performance Based Award [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost, weighted average period | 2 years 6 months | |
2009 EIP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 10 years | |
2009 EIP [Member] | Minimum [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Vesting period, minimum | 3 years | |
2009 EIP [Member] | Maximum [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Vesting period, minimum | 4 years | |
2009 ESPP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Shares issued under ESPP | 47,698 |
Share-Based Compensation Plan53
Share-Based Compensation Plans (Schedule Of Stock Option Activity) (Details) | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Share Based Compensation [Abstract] | |
Options Outstanding, Beginning Balance | shares | 14,366,787 |
Options Granted | shares | 387,733 |
Options Exercised | shares | (272,493) |
Options Forfeited | shares | (150,898) |
Options Expired | shares | (201,393) |
Options Outstanding, Ending Balance | shares | 14,129,736 |
Options Vested or expected to vest | shares | 14,129,736 |
Options Exercisable | shares | 9,042,598 |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.22 |
Options Granted, Weighted Average Exercise Price | $ / shares | 4.20 |
Options Exercised, Weighted Average Exercise Price | $ / shares | 3.41 |
Options Forfeited, Weighted Average Exercise Price | $ / shares | 4.37 |
Options Expired, Weighted Average Exercise Price | $ / shares | 4.80 |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 4.23 |
Options Vested or expected to vest, Weighted Average Exercise Price | $ / shares | 4.23 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 4.33 |
Options Outstanding, Weighted Average Remaining Contractual Term | 7 years 2 months 12 days |
Options Vested or expected to vest, Weighted Average Remaining Contractual Term | 7 years 2 months 12 days |
Options Exercisable, Weighted Average Remaining Contractual Term | 6 years 3 months 18 days |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 10,884,924 |
Options Vested or expected to vest, Aggregate Intrinsic Value | $ | 10,884,924 |
Options Exercisable, Aggregate Intrinsic Value | $ | $ 6,995,204 |
Share-Based Compensation Plan54
Share-Based Compensation Plans (Summary Of Non-vested Stock Activity) (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share Based Compensation [Abstract] | |
Non-vested Shares Outstanding, Beginning Balance | shares | 1,313,550 |
Non-vested Shares Granted | shares | 20,250 |
Non-vested Shares Vested | shares | (53,050) |
Non-vested Shares Forfeited | shares | 0 |
Non-vested Shares Outstanding, Ending Balance | shares | 1,280,750 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 2.91 |
Non-vested Shares Granted, Weighted Average Grant Date Fair Value | $ / shares | 4.08 |
Non-vested Shares Vested, Weighted Average Grant Date Fair Value | $ / shares | 3.77 |
Non-vested Shares Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 0 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 2.89 |
Share-Based Compensation Plan55
Share-Based Compensation Plans (Schedule Of Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 2,205 | $ 2,377 |
Research and Development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 998 | 1,127 |
General and Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 1,207 | $ 1,250 |
Benefit Plans (Narrative) (Deta
Benefit Plans (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, contributions by employer | $ 0 | |
Defined benefit plans, estimated future employer contributions for the remainder of fiscal year | $ 0 | |
Foreign Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, contributions by employer | $ 42,000 |
Recent Accounting Pronounceme57
Recent Accounting Pronouncements (Narrative) (Details) $ in Millions | Dec. 31, 2017USD ($) |
ASU 2016-02 [Member] | |
New Accounting Pronouncement Early Adoption [Line Items] | |
Operating leases expect to recognize assets and liabilities | $ 8.2 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Event - Sales Agreement [Member] - Cantor Fitzgerald & Co [Member] $ in Millions | 1 Months Ended |
Apr. 30, 2018USD ($)shares | |
Subsequent Event [Line Items] | |
Net proceeds from issuance of common stock | $ | $ 3.2 |
Shares sold at the market, shares | shares | 720,000 |