Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Registrant Name | AGENUS INC | |
Entity Central Index Key | 0001098972 | |
Trading Symbol | AGEN | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 134,258,564 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 158,306 | $ 53,054 |
Inventories | 55 | 55 |
Accounts receivable | 796 | 938 |
Prepaid expenses | 18,115 | 19,265 |
Other current assets | 1,851 | 1,496 |
Total current assets | 179,123 | 74,808 |
Property, plant and equipment, net of accumulated amortization and depreciation of $39,301 and $38,068 at March 31, 2019 and December 31, 2018, respectively | 25,704 | 25,116 |
Operating lease right-of-use assets | 5,335 | |
Goodwill | 22,751 | 22,925 |
Acquired intangible assets, net of accumulated amortization of $7,921 and $7,472 at March 31, 2019 and December 31, 2018, respectively | 11,806 | 12,338 |
Other long-term assets | 1,214 | 1,214 |
Total assets | 245,933 | 136,401 |
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | ||
Current portion, long-term debt | 13,517 | 146 |
Current portion, liability related to sale of future royalties and milestones | 29,426 | 27,443 |
Current portion, deferred revenue | 27,240 | 1,814 |
Current portion, operating lease liabilities | 1,484 | |
Accounts payable | 12,734 | 13,624 |
Accrued liabilities | 20,737 | 24,551 |
Other current liabilities | 373 | 484 |
Total current liabilities | 105,511 | 68,062 |
Long-term debt, net of current portion | 13,212 | |
Liability related to sale of future royalties and milestones, net of current portion | 181,497 | 182,817 |
Deferred revenue, net of current portion | 32,367 | 1,165 |
Operating lease liabilities, net of current portion | 5,859 | |
Contingent purchase price considerations | 5,786 | 3,038 |
Other long-term liabilities | 798 | 2,773 |
Commitments and contingencies | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock, par value $0.01 per share; 240,000,000 shares authorized; 134,206,019 and 119,996,331 shares issued at March 31, 2019 and December 31, 2018, respectively | 1,342 | 1,200 |
Additional paid-in capital | 1,043,575 | 1,005,183 |
Accumulated other comprehensive loss | (2,221) | (1,539) |
Accumulated deficit | (1,158,830) | (1,177,311) |
Total stockholders’ deficit attributable to Agenus Inc. | (116,134) | (172,467) |
Non-controlling interest | (3,149) | (2,078) |
Total stockholders’ deficit | (119,283) | (174,545) |
Total liabilities, convertible preferred stock and stockholders’ deficit | 245,933 | 136,401 |
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 September 30, 2018 and December 31, 2017; liquidation value of $32,780,230 at September 30, 2018 | 0 | 0 |
Total stockholders’ deficit | 0 | 0 |
Series C-1 Convertible Preferred Stock [Member] | ||
CONVERTIBLE PREFERRED STOCK | ||
Series C-1 convertible preferred stock; 15,459 shares and 18,459 shares designated, issued, and outstanding at March 31, 2019 and December 31, 2018, respectively | $ 33,398 | $ 39,879 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property plant and equipment, accumulated amortization and depreciation | $ 39,301 | $ 38,068 |
Acquired intangible assets, accumulated amortization | $ 7,921 | $ 7,472 |
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 | 134,206,019 | 119,996,331 |
Series C-1 Convertible Preferred Stock [Member] | ||
Series C-1 convertible preferred stock, shares designated | 15,459 | 18,459 |
Series C-1 convertible preferred stock, shares issued | 15,459 | 15,459 |
Series C-1 convertible preferred stock, shares outstanding | 15,459 | 18,459 |
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 | $ 32,884 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue: | ||
Total revenues | $ 79,891 | $ 1,636 |
Operating expenses: | ||
Research and development | (40,130) | (29,441) |
General and administrative | (10,805) | (8,928) |
Contingent purchase price consideration fair value adjustment | (2,748) | (5,016) |
Operating income (loss) | 26,208 | (41,749) |
Other expense: | ||
Loss on early extinguishment of debt | (10,767) | |
Non-operating income | 370 | 1,035 |
Interest expense, net | (9,143) | (2,781) |
Net income (loss) | 17,435 | (54,262) |
Dividends on Series A-1 convertible preferred stock | (52) | (52) |
Less: net loss attributable to non-controlling interest | (1,071) | (121) |
Net income (loss) attributable to Agenus Inc. common stockholders | $ 18,454 | $ (54,193) |
Per common share data: | ||
Basic net income (loss) attributable to Agenus Inc. common stockholders | $ 0.14 | $ (0.53) |
Diluted net income (loss) attributable to Agenus Inc. common stockholders | $ 0.12 | $ (0.53) |
Weighted average number of Agenus Inc. common shares outstanding: | ||
Basic | 129,700 | 102,576 |
Diluted | 148,590 | 102,576 |
Other comprehensive income (loss): | ||
Foreign currency translation loss | $ (682) | $ (537) |
Other comprehensive loss | (682) | (537) |
Comprehensive income (loss) | 17,772 | (54,730) |
Research and Development [Member] | ||
Revenue: | ||
Total revenues | 70,871 | $ 1,636 |
Grant Revenue [Member] | ||
Revenue: | ||
Total revenues | 415 | |
Non-Cash Royalty Revenue Related to the Sale of Future Royalties [Member] | ||
Revenue: | ||
Total revenues | $ 8,605 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-controlling Interest [Member] | Accumulated Deficit [Member] | Series C-1 Convertible Preferred Stock [Member] | Series A-1 convertible preferred stock [Member] |
Stockholders' Equity, Beginning Balance at Dec. 31, 2017 | $ (75,816) | $ 1,017 | $ 951,812 | $ (2,169) | $ (1,026,476) | $ 0 | ||
Balance, shares at Dec. 31, 2017 | 101,706,000 | 32,000 | ||||||
Net income (loss) | (54,262) | $ (121) | (54,141) | |||||
Other comprehensive loss | (537) | (537) | ||||||
Adoption of ASC | ASC 606 [Member] | 8,856 | 8,856 | ||||||
AgenTus share distribution | 274 | 274 | ||||||
Share-based compensation | 1,932 | 1,932 | ||||||
Vesting of nonvested shares, value | $ 1 | (1) | ||||||
Vesting of nonvested shares, shares | 53,000 | |||||||
Shares sold at the market, value | 5,258 | $ 12 | 5,246 | |||||
Shares sold at the market, shares | 1,202,000 | |||||||
Exercise of stock options and employee share purchases, value | 1,060 | $ 3 | 1,057 | |||||
Exercise of stock options and employee share purchases, shares | 320,000 | |||||||
Stockholders' Equity, Ending Balance at Mar. 31, 2018 | (113,235) | $ 1,033 | 960,046 | (2,706) | 153 | (1,071,761) | $ 0 | |
Balance, shares at Mar. 31, 2018 | 103,281,000 | 32,000 | ||||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2018 | (174,545) | $ 1,200 | 1,005,183 | (1,539) | (2,078) | (1,177,311) | $ 0 | |
Temporary Equity, shares at Dec. 31, 2018 | 18,459 | |||||||
Temporary Equity, Beginning Balance at Dec. 31, 2018 | $ 39,879 | |||||||
Balance, shares at Dec. 31, 2018 | 119,996,000 | 32,000 | ||||||
Net income (loss) | 17,435 | (1,071) | 18,506 | |||||
Other comprehensive loss | (682) | (682) | ||||||
Adoption of ASC | ASC 842 [Member] | (25) | (25) | ||||||
Share-based compensation | 1,843 | 1,843 | ||||||
Shares sold under Stock Purchase Agreement, values | 30,000 | $ 111 | 29,889 | |||||
Shares sold under Stock Purchase Agreement, shares | 11,111,000 | |||||||
Conversion of Series C-1 convertible preferred stock | 6,481 | $ 30 | 6,451 | $ (6,481) | ||||
Conversion of Series C-1 convertible preferred stock, shares | 3,000,000 | (3,000) | ||||||
Payment of consultant in shares | 37 | $ 0 | 37 | |||||
Payment of consultant in shares, shares | 14,000 | |||||||
Exercise of stock options and employee share purchases, value | 173 | $ 1 | 172 | |||||
Exercise of stock options and employee share purchases, shares | 85,000 | |||||||
Stockholders' Equity, Ending Balance at Mar. 31, 2019 | $ (119,283) | $ 1,342 | $ 1,043,575 | $ (2,221) | $ (3,149) | $ (1,158,830) | $ 0 | |
Temporary Equity, shares at Mar. 31, 2019 | 15,459 | |||||||
Temporary Equity, Ending Balance at Mar. 31, 2019 | $ 33,398 | |||||||
Balance, shares at Mar. 31, 2019 | 134,206,000 | 32,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 17,435 | $ (54,262) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,640 | 1,558 |
Share-based compensation | 1,843 | 2,205 |
Non-cash royalty revenue | (8,605) | |
Non-cash interest expense | 9,428 | 2,669 |
Loss on disposal of assets | 75 | |
Change in fair value of contingent obligations | 2,748 | 5,016 |
Loss on extinguishment of debt | 10,767 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 142 | 6 |
Inventories | 17 | |
Prepaid expenses | 1,141 | 27 |
Accounts payable | (860) | (2,818) |
Deferred revenue | 56,628 | (473) |
Accrued liabilities and other current liabilities | (2,605) | (3,524) |
Other operating assets and liabilities | (2,348) | (1,514) |
Net cash provided by (used in) operating activities | 76,587 | (40,251) |
Cash flows from investing activities: | ||
Proceeds from sale of plant and equipment | 5 | |
Purchases of plant and equipment | (1,501) | (1,495) |
Net cash used in investing activities | (1,501) | (1,490) |
Cash flows from financing activities: | ||
Net proceeds from sale of equity | 30,000 | 5,258 |
Proceeds from employee stock purchases and option exercises | 172 | 1,061 |
Proceeds from sale of future royalties | 189,878 | |
Transaction costs from sale of future royalties and milestones | (494) | |
Repayments of debt | (161,847) | |
Payment of finance lease obligation | (75) | (65) |
Net cash provided by financing activities | 30,097 | 33,791 |
Effect of exchange rate changes on cash | 69 | 110 |
Net increase (decrease) in cash and cash equivalents | 105,252 | (7,840) |
Cash and cash equivalents, beginning of period | 53,054 | 60,187 |
Cash and cash equivalents, end of period | 158,306 | 52,347 |
Supplemental cash flow information: | ||
Cash paid for interest | 312 | 276 |
Supplemental disclosures - non-cash activities: | ||
Purchases of plant and equipment in accounts payable and accrued liabilities | 173 | $ 283 |
Payment to Consultant [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock | $ 38 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Mar. 31, 2019$ / shares |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Payment to Consultant [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, 2019 | |
Description Of Business [Abstract] | |
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 with a pipeline of immune modulating antibodies, vaccines, adjuvants and adoptive cell therapies 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. In addition to a diverse pipeline, we have assembled fully integrated capabilities including novel target discovery, antibody generation, cell line development, and good manufacturing practice (“GMP”) manufacturing. We believe that these fully integrated capabilities enable us to produce novel candidates on timelines that are shorter than the industry standard. Leveraging our science and capabilities, we have forged important 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, Inc. 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 and cash equivalents at March 31, 2019 were $158.3 million, an increase of $105.3 million from December 31, 2018. The following table outlines our quarter end cash and cash equivalents balances and the changes therein (in millions). Quarter Ended March 31, 2019 Cash and cash equivalents $ 158.3 Increase in cash and cash equivalents $ 105.3 Cash provided by operating activities $ 76.6 Reported net income $ 17.4 our cash on-hand will be sufficient to satisfy our liquidity requirements for more than one year from when these financial statements were issued. We continue to monitor the likelihood of success of our key initiatives and are prepared to discontinue funding of such activities if they do not prove to be feasible, restrict capital expenditures and/or reduce the scale of our operations. 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. Our ability to address our future 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. 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, 2019, are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. 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, 2018 filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2019. 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, 2019 | |
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, 2019, 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, 2018. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASC 842”) which supersedes Topic 840, Leases (“ASC 840”). We adopted ASC 842 on January 1, 2019 using the alternative transition method and recorded a cumulative effect adjustment to beginning retained earnings without restating prior periods. Accordingly, all financial information and disclosures for periods before January 1, 2019 continue to be presented under the requirements of ASC 840. We elected the package of practical expedients which allowed us to carry forward our historical lease classification, our assessment of whether a contract is or contains a lease and our initial direct costs for any leases that existed prior to adoption of the new standard. At the inception of an agreement, we determine whether the contract contains a lease. If a lease is identified in an arrangement, we recognize a right-of-use asset and liability on our consolidated balance sheet and determine whether the lease should be classified as a finance or operating lease. We have elected not to recognize assets or liabilities for leases with lease terms of 12 months or less. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset by the end of the lease term, (ii) we hold an option to purchase the leased asset that we are reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. Finance and operating lease right-of-use assets and liabilities are recognized at the lease commencement date. Lease liabilities are recognized as the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the implicit rate is not readily determinable, as is the case with all our current leases, we utilize our incremental borrowing rate at the lease commencement date. Right-of use assets are recognized based on the amount of the lease liability, adjusted for any advance lease payments paid, initial direct costs incurred or lease incentives received prior to commencement. Right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term, unless the right-of-use asset reflects impairment. We will then recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expense in our condensed consolidated statement of operations. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term, unless the lease includes a provision that either (i) results in the transfer of ownership of the underlying asset at the end of the lease term or (ii) includes a purchase option whose exercise is reasonably certain. In either of these instances, the right-of-use asset is amortized over the useful life of the underlying asset. Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance lease liability. We do not separate lease and non-lease components for any of our current asset classes when determining which lease payments to include in the calculation of its lease assets and liabilities. Variable lease payments are expensed in the period incurred. If a lease includes an option to extend or terminate the lease, we reflect the option in the lease term if it is reasonably certain the option will be exercised. Our right of use assets and lease liabilities generally exclude periods covered by renewal options and include periods covered by early termination options (based on our conclusion that it is not reasonably certain that we will exercise such options). We account for our sublease from the perspective of a lessor. Our sublease is classified as an operating lease. We record sublease income as a reduction of operating expense. Operating leases are recorded in “Operating lease right-of-use assets”, “Current portion, operating lease liabilities” and “Operating lease liabilities, net of current portion”, while finance leases are recorded in “Property, plant and equipment, net”, “Other current liabilities” and “Other long-term liabilities” on our condensed consolidated balance sheet. Impact of Adopting ASC 842 on the Condensed Consolidated Financial Statements We recorded the following adjustments to our condensed consolidated balance sheet on the date of adoption (in thousands): As Reported December 31, 2018 ASC 842 Adjustment Adjusted January 1, 2019 Condensed Consolidated Balance Sheet Data: Operating lease right-of-use assets $ - $ 5,687 $ 5,687 Current portion, operating lease liabilities — 1,510 1,510 Other current liabilities 484 (95 ) 389 Operating lease liabilities, net of current portion — 6,216 6,216 Other long-term liabilities 2,773 (1,921 ) 852 Accumulated deficit $ (1,177,311 ) $ (25 ) $ (1,177,336 ) The adoption did not have an impact on our condensed consolidated statement of operations or our condensed consolidated statement of cash flows. See Note L for additional information regarding our leases. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except for per share data): Three Months Ended March 31, 2019 2018 Amounts used for basic and diluted per share calculations: Net income (loss) attributable to Agenus Inc. common stockholders $ 18,454 $ (54,193 ) Weighted average number of Agenus Inc. common shares outstanding - basic 129,700 102,576 Effect of potentially dilutive securities: Share based compensation awards 1,498 - Series C-1 convertible preferred stock 17,392 - Weighted average number of Agenus Inc. common shares outstanding - diluted 148,590 102,576 Net income (loss) attributable to Agenus Inc. per common share: Basic $ 0.14 $ (0.53 ) Diluted $ 0.12 $ (0.53 ) Basic net income and (loss) per common share is calculated by dividing the net income (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 the quarter ended March 31, 2018, 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. The following securities (listed on an as-if-converted-to-Common-Stock basis) Three Months Ended March 31, 2019 2018 Warrants 1,900 2,900 Stock options 18,139 14,130 Non-vested shares 505 1,281 Series A-1 convertible preferred stock 333 333 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2019 | |
Cash And Cash Equivalents [Abstract] | |
Investments | Cash equivalents consisted of the following as of March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 153,841 $ 153,841 $ 29,948 $ 29,948 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, 2019 and 2018. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 (in thousands): Balance, December 31, 2018 $ 22,925 Foreign currency translation adjustment (174 ) Balance, March 31, 2019 $ 22,751 Acquired intangible assets consisted of the following as of March 31, 2019 and December 31, 2018 (in thousands): As of March 31, 2019 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,459 $ (6,597 ) $ 9,862 Trademarks 4.5 years 810 (810 ) - Other 2-6 years 567 (514 ) 53 In-process research and development Indefinite 1,891 — 1,891 Total $ 19,727 $ (7,921 ) $ 11,806 As of December 31, 2018 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,509 $ (6,147 ) $ 10,362 Trademarks 4.5 years 820 (820 ) - Other 2-6 years 569 (505 ) 64 In-process research and development Indefinite 1,912 — 1,912 Total $ 19,810 $ (7,472 ) $ 12,338 The weighted average amortization period of our finite-lived intangible assets is 9 years. Amortization expense related to acquired intangibles is estimated at $1.4 million for the remainder of 2019, $1.9 million for each of the years ending December 31, 2020, 2021 and 2022 and $1.3 million for the year ending December 31, 2023. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note F - Debt Debt obligations consisted of the following as of March 31, 2019 and December 31, 2018 (in thousands): Debt instrument Principal at March 31, 2019 Unamortized Debt Discount Balance at March 31, 2019 Current Portion: Debentures $ 146 $ — $ 146 2015 Subordinated Notes 14,000 (629 ) 13,371 Total $ 14,146 $ (629 ) $ 13,517 Debt instrument Principal at December 31, 2018 Unamortized Debt Discount Balance at December 31, 2018 Current Portion: Debentures $ 146 $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 (788 ) 13,212 Total $ 14,146 $ (788 ) $ 13,358 |
Liability Related to the Sale o
Liability Related to the Sale of Future Royalties and Milestones | 3 Months Ended |
Mar. 31, 2019 | |
Liability Related To Sale Of Future Royalties And Milestones [Abstract] | |
Liability Related to the Sale of Future Royalties and Milestones | Note G – Liability Related to the Sale of Future Royalties and Milestones The following table shows the activity within the liability account in the three months ended March 31, 2019 (in thousands): Period from December 31, 2018 to March 31, 2019 Liability related to sale of future royalties and milestones - beginning balance $ 210,795 Non-cash royalty revenue (8,605 ) Non-cash interest expense recognized 9,253 Liability related to sale of future royalties and milestones - ending balance 211,443 Less: unamortized transaction costs (520 ) Liability related to sale of future royalties and milestones, net $ 210,923 Healthcare Royalty Partners In January 2018, we, through our wholly-owned subsidiary, Antigenics, LLC (“Antigenics”) entered into a Royalty Purchase Agreement (the “HCR Royalty Purchase Agreement”) with Healthcare Royalty Partners III, L.P. and certain of its subsidiaries (collectively, “HCR”). Pursuant to the terms of the HCR 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. 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 on our condensed consolidated balance sheet that will be amortized using the interest method over the estimated life of the HCR Royalty Purchase Agreement. The liability is classified between the current and non-current portion of liability related to sale of future royalties and milestones in the condensed 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. During the three months ended March 31, 2019, we recognized $8.6 million of non-cash royalty revenue, and we recorded $9.3 million of related non-cash interest expense related to the HCR Royalty Purchase Agreement. As royalties are remitted to HCR from GSK, the balance of the recorded liability will be effectively repaid over the life of the HCR 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 HCR Royalty Purchase Agreement. Periodically, 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. During the three months ended March 31, 2019, our estimate of the effective annual interest rate over the life of the agreement increased to 18.9%, which results in a prospective interest rate of 17.6%. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following as of March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Payroll $ 3,461 $ 8,770 Professional fees 2,758 3,528 Contract manufacturing costs 6,124 5,947 Research services 5,480 5,348 Other 2,914 958 Total $ 20,737 $ 24,551 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | We measure our contingent purchase price considerations at fair value. The fair values of our contingent purchase price considerations, $5.8 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, 2019 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 $ 5,786 $ — $ — $ 5,786 Total $ 5,786 $ — $ — $ 5,786 Description December 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 consideration $ 3,038 $ — $ — $ 3,038 Total $ 3,038 $ — $ — $ 3,038 The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of March 31, 2019 (in thousands): Balance, December 31, 2018 $ 3,038 Change in fair value of contingent purchase price considerations during the period 2,748 Balance, March 31, 2019 $ 5,786 The fair value of our outstanding debt balance at both March 31, 2019 and December 31, 2018 was $14.2 million, 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 both March 31, 2019 and December 31, 2018 was $14.1 million. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2019 | |
Collaboration [Abstract] | |
Revenue from Contracts with Customers | Note J - Revenue from Contracts with Customers Gilead Collaboration Agreement On December 20, 2018, we entered into a series of agreements with Gilead Sciences, Inc. (“Gilead”) focused on the development and commercialization of up to five novel immuno-oncology therapies. Pursuant to the terms of the license agreement, the option and license agreements and the stock purchase agreement we entered into with Gilead (each defined below and, collectively, the “Gilead Collaboration Agreements”), at the closing of the transaction on January 23, 2019 (the “Effective Date”), we received an upfront cash payment from Gilead of $120.0 million and Gilead made a $30.0 million equity investment in Agenus. We are also eligible to receive up to $1.7 billion in aggregate potential milestones. License Agreement Pursuant to the terms of a license agreement between the parties (the “License Agreement”), we granted Gilead an exclusive, worldwide license under certain of our intellectual property rights to develop, manufacture and commercialize our preclinical bispecific antibody, AGEN1423 (now GS-1423), in all fields of use. Pursuant to the License Agreement, Gilead is responsible for all of the development, manufacturing and commercialization costs for any products that Gilead may develop under the License Agreement. In addition, Gilead also received the right of first negotiation for two of our undisclosed antibody programs. The License Agreement will continue until all of Gilead’s applicable payment obligations under the License Agreement have been performed or have expired, or the agreement is earlier terminated. Under the terms of the License Agreement, each party has the right to terminate the agreement for material breach by, or insolvency of, the other party. Gilead may also terminate the License Agreement in its entirety, or on a product-by-product or country-by-country basis, for convenience upon ninety (90) days’ notice. Pursuant to the terms of the License Agreement, we are eligible to receive potential development and commercial milestones of up to $552.5 million in the aggregate, as well as tiered royalty payments on aggregate net sales ranging from the high single digit to mid-teen percent, subject to certain reductions under certain circumstances as described in the License Agreement. We filed an investigational new drug (“IND”) application for AGEN1423 (now GS-1423) in February 2019, and the IND was accepted by the FDA in March 2019. Option and License Agreements Pursuant to the terms of two separate option and license agreements between the parties (each, an “Option and License Agreement” and together, the “Option and License Agreements”), we granted Gilead exclusive options to license exclusively (“License Option”) our bispecific antibody, AGEN1223, and our monospecific antibody, AGEN2373 (together, the “Option Programs”), during the respective Option Periods (defined below). Pursuant to the terms of the Option and License Agreements, we agreed to grant Gilead an exclusive, worldwide license under our intellectual property rights to develop, manufacture and commercialize AGEN1223 or AGEN2373, as applicable, in all fields of use upon Gilead’s exercise of the applicable License Option. Gilead is entitled to exercise its License Option for either or both Option Programs at any time up until ninety (90) days following Gilead’s receipt of a data package with respect to the first complete Phase 1b clinical trial for each Option Program (the “Option Period”). During the Option Period, we are responsible for the costs and expenses related to the development of the Option Programs. After Gilead’s exercise of a License Option, if at all, Gilead would be responsible for all development, manufacturing and commercialization activities relating to the relevant Option Program at Gilead’s cost and expense. During the Option Period, we are eligible to receive milestones of up to $30.0 million in the aggregate. If Gilead exercises a License Option, it would be required to pay an upfront license exercise fee of $50.0 million for each License Option that is exercised. Following any exercise of a License Option, we would be eligible to receive additional development and commercial milestones of up to $520.0 million in the aggregate for each such Option Program, as well as tiered royalty payments on aggregate net sales. For either, but not both, of the Option Programs, we will have the right to opt-in to share Gilead’s development and commercialization costs in the United States for such Option Program in exchange for a profit (loss) share on a 50:50 basis and revised milestone payments. If we opt-in under one Option and License Agreement, our right to opt-in under the other Option and License Agreement automatically terminates. Unless earlier terminated, each Option and License Agreement will continue until the earlier of (i) the expiration of the Option Period, without Gilead’s exercise of the License Option; and (ii) the date all of Gilead’s applicable payment obligations under the Option and License Agreement have been performed or have expired. Under the terms of each Option and License Agreement, we and Gilead each have the right to terminate the agreement for material breach by, or insolvency of, the other party. Gilead may also terminate an Option License Agreement in its entirety, or on a product-by-product or country-by-country basis for convenience upon ninety (90) days’ notice. Stock Purchase Agreement Pursuant to the terms of a stock purchase agreement between the parties (the “Stock Purchase Agreement”), Gilead purchased 11,111,111 shares of Agenus common stock (the “Shares”) for an aggregate purchase price of $30.0 million, or $2.70 per share. Gilead owned approximately 8.5% of the outstanding shares of Agenus common stock after such purchase. Under the Stock Purchase Agreement, Gilead has agreed (i) not to dispose of any of the Shares for a period of 12 months, (ii) to certain standstill provisions that generally preclude it from acquiring more than 15% of Agenus’ outstanding voting stock after taking into account the purchase of the Shares and (iii) to vote the Shares in accordance with the recommendations of the Agenus board of directors in connection with certain equity incentive plan or compensation matters for a period of 12 months. We have agreed to register the Shares for resale under the Securities Act of 1933. Collaboration Revenue We identified the following performance obligations under the Gilead Collaboration Agreements: (1) the license that we granted to Gilead pursuant to the License Agreement (the “AGEN1423 License”), (2) our obligation to complete manufacturing and know-how tech transfer activities to Gilead pursuant to the License Agreement to enable Gilead or its third party CMO to manufacture the licensed antibody (the “AGEN1423 Technology Transfer”), (3) our obligation to advance development of AGEN1223 to the option exercise point pursuant to the AGEN1223 Option and License Agreement (such development activities, the “AGEN1223 R&D Services”), and (4) our obligation to advance development of AGEN2373 to the option exercise point pursuant to the AGEN2373 Option and License Agreement (such development activities, the “AGEN2373 R&D Services”). We determined that the AGEN1423 License was both capable of being distinct and distinct within the context of the contract given both the advanced stage of development and that the IND was anticipated to be accepted within a short period of time after the Effective Date. Gilead can begin deriving benefit from the license prior to the AGEN1423 Technology Transfer being completed. The technology transfer plan includes an extensive list of items to be transferred over time and is separate from the transfer of the AGEN1423 License which occurred at contract inception. As a result, we concluded that the AGEN1423 License and AGEN1423 Technology Transfer are separate performance obligations. We considered whether the AGEN1223 R&D Services and AGEN2373 R&D Services were distinct from one another and from the performance obligations related to AGEN1423. We determined that the research and development services related to each antibody were both capable of being distinct and distinct within the context of the contract given that each program is governed by a separate option agreement with a separate development plan. The services performed to develop each program are independent of one another, and the antibodies are in different stages of development. We concluded that the AGEN1223 R&D Services and AGEN2373 R&D Services are separate performance obligations. 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 license and research and development fees totaling $120.0 million would be included in the total transaction price. In addition to the fixed consideration, the variable consideration milestones related to IND acceptance for each of the three antibodies was also included in the transaction price. We determined that based on the likelihood of the triggering event occurring for the acceptance of each IND filling, the most likely amount for each of the three milestones was the stated value, totaling $22.5 million. The variable consideration related to each performance obligation will be allocated entirely to that specific performance obligation. The remaining fixed consideration will be allocated using the relative standalone selling price method. We determined the estimated standalone selling price of the AGEN1423 License by applying a risk adjusted, net present value, estimate of future cash flow approach. We determined the estimated standalone selling price of the AGEN1423 Technology Transfer, and AGEN1223 R&D Services and AGEN2373 R&D Services by using the estimated costs of satisfying these performance obligations, plus an appropriate margin for such services. Revenue attributable to the AGEN1423 License was recognized at a point-in-time, upon delivery of the license to Gilead at the Effective Date. The AGEN1423 Technology Transfer, and AGEN1223 R&D Services and AGEN2373 R&D Services are satisfied over time and revenue attributable to these performance obligations will be recognized as the related services are being performed using the input of costs incurred over total costs expected to be incurred. We believe this is the best measure of progress because other measures do not reflect how we transfer our performance obligations to Gilead. 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. For the three months ended March 31, 2019, we recognized $70.3 million of license and collaboration revenue related to the Gilead Collaboration Agreement. This amount included $4.8 million of the transaction price recognized based on the partial satisfaction of the over time performance obligations as of quarter end. We expect to recognize deferred research and development revenue of $18.4 million, $33.1 million, and $20.8 million for the remainder of 2019, 2020, and 2021, respectively, related to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2019. Incyte Collaboration Agreement For the three months ended March 31, 2019, we recognized approximately $0.6 million of research and development revenue. This amount included $0.2 million of the transaction price for the collaboration agreement (“Incyte Collaboration Agreement”) we entered into with Incyte Corporation (“Incyte”) recognized based on the partial satisfaction of the over time performance obligations as of quarter end and $0.4 million for research and development services. For the three months ended March 31, 2018, we recognized approximately $1.6 million of research and development revenue. This amount included $0.5 million of the transaction price for the Incyte Collaboration Agreement recognized based on the partial satisfaction of the over time performance obligations as of quarter end and $1.2 million for research and development services. We expect to recognize deferred research and development revenue of $0.8 million and $1.1 million for the remainder of 2019 and 2020, respectively, related to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2019. These amounts exclude amounts (milestones, research and development 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. Disaggregation of Revenue The following table presents revenue (in thousands) for the three months ended March 31, 2019 and March 31, 2018, disaggregated by geographic region and revenue type. Revenue by geographic region is allocated based on the domicile of our respective business operations. All revenue earned in the three months ended March 31, 2019 and March 31, 2018 is attributable to our United States operations. Three months ended March 31, 2019 United States Revenue Type Research and development services $ 414 License fee revenue 65,500 Recognition of deferred revenue 4,957 Recognition of deferred grant revenue 415 Non-cash royalty revenue 8,605 $ 79,891 Three months ended March 31, 2018 Revenue Type Research and development services $ 1,162 Recognition of deferred revenue 474 $ 1,636 Contract Balances Contract assets primarily relate to our rights to consideration for work completed in relation to our research and development services performed but not billed at the reporting date. The contract assets are transferred to 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 have not yet satisfied the related performance obligations. The advance consideration received from customers for research and development 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, 2019 Balance at beginning of period Additions Deductions Balance at end of period Contract assets: Unbilled receivables from collaboration partners $ - $ - $ - $ - Contract liabilities: Deferred revenue $ 2,052 $ 62,000 $ (4,957 ) $ 59,095 The change in contract liabilities is primarily related to the addition of $62.0 million of deferred revenue from the Gilead Collaboration Agreement, offset by the recognition of $4.8 million of revenue related to this same agreement and $0.2 million of revenue related to the Incyte Collaboration Agreement during the three months ended March 31, 2019. Deferred revenue related to our Gilead Collaboration Agreement of $57.2 million ($72.2 million net of a $15.0 million contract asset) as of March 31, 2019, which was comprised of the $142.5 million initial transaction price, less $70.3 million of license and collaboration revenue recognized from the effective date of the contract, will be recognized as the combined performance obligation is satisfied. Deferred revenue related to our Incyte Collaboration Agreement of $1.9 million as of March 31, 2019, which was comprised of the $25.0 million upfront payment, less $23.1 million of license and collaboration revenue recognized from the effective date of the contract, will be recognized as the performance obligation is satisfied. We also recorded a $0.8 million receivable as of March 31, 2019 for research and development services provided. During the three months ended March 31, 2019, 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 a contract were capitalized. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 3 Months Ended |
Mar. 31, 2019 | |
Share Based Compensation [Abstract] | |
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 summary of option activity for the three months ended March 31, 2019 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2018 18,613,822 $ 4.15 Granted 143,000 3.10 Exercised (291 ) 1.86 Forfeited (219,822 ) 3.79 Expired (24,355 ) 3.71 Outstanding at March 31, 2019 18,512,354 $ 4.14 7.07 $ 2,710,033 Vested or expected to vest at March 31, 2019 18,512,354 $ 4.14 7.07 $ 2,710,033 Exercisable at March 31, 2019 11,860,447 $ 4.38 6.10 $ 104,713 The weighted average grant-date fair values of stock options granted during the three months ended March 31, 2019 and 2018 were $1.58 and $2.14, respectively. As of March 31, 2019, there was approximately $8.1 million of total unrecognized share-based compensation expense related to these stock options for which, if all milestones are achieved, will be recognized over a weighted average period of 2.4 years. 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, 2019 is presented below: Non-vested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2018 2,213,967 $ 3.20 Granted — — Vested — — Forfeited (584,285 ) 4.15 Outstanding at March 31, 2019 1,629,682 $ 2.86 As of March 31, 2019, there was approximately $3.0 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 2.2 years. During the three months ended March 31, 2019, 84,703 shares were issued under the 2009 Employee Stock Purchase Plan and 291 shares were issued as a result of stock option exercises. The impact on our results of operations from share-based compensation for the three months ended March 31, 2019 and 2018, was as follows (in thousands): Three Months Ended March 31, 2019 2018 Research and development $ 886 $ 998 General and administrative 957 1,207 Total share-based compensation expense $ 1,843 $ 2,205 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Note L – Leases The majority of our operating lease agreements are for the office, research and development and manufacturing space we use to conduct our operations. We lease a facility in Lexington, Massachusetts for our manufacturing, research and development, and corporate offices, office space in New York, New York for use as corporate offices, a facility in Berkeley, California, for manufacturing and corporate offices and facilities in Charlottesville, Virginia and Cambridge, United Kingdom for research and development and corporate offices. We have subleased a small portion of the space in our Lexington facility for part of the associated head lease. These agreements expire at various times expire between 2020 and 2025. We also have finance lease agreements for equipment used in our research and development and manufacturing activities which expire in 2020. Lease information related to the adoption of ASC 842 The components of lease cost recorded in our condensed consolidated statement of operations were as follows (in thousands): Three months ended March 31, 2019 Operating lease cost $ 551 Finance lease cost 65 Variable lease cost 161 Sublease income (140 ) Net lease cost $ 637 Variable lease cost during the three months ended March 31, 2019 primarily related to common area maintenance, taxes, utilities and insurance associated with our operating leases. Short-term lease cost for the three months ended March 31, 2019 was immaterial. Cash paid for amounts included in the measurement of operating lease liabilities for the three months ended March 31, 2019 was approximately $430,000. Cash paid for amounts included in the measurement of finance lease liabilities for the three months ended March 31, 2019 was immaterial. The following table presents supplemental balance sheet information related to our leases as of March 31, 2019 (in thousands): As of March 31, 2019 Operating Leases Operating lease right-of-use assets $ 5,335 Total operating lease right-of-use assets 5,335 Current portion, operating lease liabilities 1,484 Operating lease liabilities, net of current portion 5,859 Total operating lease liabilities 7,343 Finance Leases Property, plant and equipment, net 885 Total finance lease right-of-use assets 885 Other current liabilities 339 Other long-term liabilities 53 Total finance lease liabilities $ 392 Maturities of our operating lease liabilities in accordance with ASC 842 as of March 31, 2019 were as follows (in thousands): Year Operating Leases Finance leases Expected sublease receipts Net future lease commitments Remainder of 2019 $ 1,905 $ 313 $ (421 ) $ 1,797 2020 2,312 159 (578 ) 1,893 2021 1,907 1,907 2022 1,949 1,949 2023 1,491 1,491 Thereafter 992 992 Total $ 10,556 $ 472 $ (999 ) $ 10,029 Less imputed interest (3,213 ) (80 ) Present value of lease liabilities $ 7,343 $ 392 The weighted-average remaining lease terms and discount rates related to our operating leases were as follows: March 31, 2019 Weighted average remaining lease term (in years) 4.7 Weighted average discount rate 15.9 % Additional lease information related to the application of ASC 840 The following information is disclosed in accordance with ASC 840, which was applicable until December 31, 2018. As of December 31, 2018, future minimum commitments under our facility leases were as follows (in thousands): Year ending December 31, 2019 $ 2,499 2020 2,279 2021 1,874 2022 1,915 2023 1,457 Thereafter 928 Total $ 10,952 As of December 31, 2018, we were contractually entitled to receive rental payments of $561,000 and $578,000 in 2019 and 2020, respectively, from our sublease. Total rent expense related to operating leases, net of sublease income, was approximately $406,000 for the three months ended March 31, 2018. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recently Issued and Adopted 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. We adopted the new standard on January 1, 2019 and have used the effective date as our date of initial application. See Note B and Note L. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The amendments in ASU 2018-07 simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. We adopted the new standard on January 1, 2019. The adoption did not have a material impact on our consolidated financial statements. Recently Issued, Not Yet Adopted 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, an 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 August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). The amendments in ASU 2018-13 modify the disclosure requirements of fair value measurements. The standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. Certain disclosures are required to be applied on a retrospective basis and others on a prospective basis. We are currently evaluating the impact of adoption of ASU 2018-13 on our financial statement disclosures. In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract ("ASU 2018-15"). The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. ASU 2018-15 is required to be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the impact of adoption of ASU 2018-07 on our consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers, (“ASC 606”) No other new accounting pronouncement issued or effective during the three months ended March 31, 2019 had or is expected to have a material impact on our consolidated financial statements or disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Leases | Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASC 842”) which supersedes Topic 840, Leases (“ASC 840”). We adopted ASC 842 on January 1, 2019 using the alternative transition method and recorded a cumulative effect adjustment to beginning retained earnings without restating prior periods. Accordingly, all financial information and disclosures for periods before January 1, 2019 continue to be presented under the requirements of ASC 840. We elected the package of practical expedients which allowed us to carry forward our historical lease classification, our assessment of whether a contract is or contains a lease and our initial direct costs for any leases that existed prior to adoption of the new standard. At the inception of an agreement, we determine whether the contract contains a lease. If a lease is identified in an arrangement, we recognize a right-of-use asset and liability on our consolidated balance sheet and determine whether the lease should be classified as a finance or operating lease. We have elected not to recognize assets or liabilities for leases with lease terms of 12 months or less. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset by the end of the lease term, (ii) we hold an option to purchase the leased asset that we are reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. Finance and operating lease right-of-use assets and liabilities are recognized at the lease commencement date. Lease liabilities are recognized as the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the implicit rate is not readily determinable, as is the case with all our current leases, we utilize our incremental borrowing rate at the lease commencement date. Right-of use assets are recognized based on the amount of the lease liability, adjusted for any advance lease payments paid, initial direct costs incurred or lease incentives received prior to commencement. Right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term, unless the right-of-use asset reflects impairment. We will then recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expense in our condensed consolidated statement of operations. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term, unless the lease includes a provision that either (i) results in the transfer of ownership of the underlying asset at the end of the lease term or (ii) includes a purchase option whose exercise is reasonably certain. In either of these instances, the right-of-use asset is amortized over the useful life of the underlying asset. Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance lease liability. We do not separate lease and non-lease components for any of our current asset classes when determining which lease payments to include in the calculation of its lease assets and liabilities. Variable lease payments are expensed in the period incurred. If a lease includes an option to extend or terminate the lease, we reflect the option in the lease term if it is reasonably certain the option will be exercised. Our right of use assets and lease liabilities generally exclude periods covered by renewal options and include periods covered by early termination options (based on our conclusion that it is not reasonably certain that we will exercise such options). We account for our sublease from the perspective of a lessor. Our sublease is classified as an operating lease. We record sublease income as a reduction of operating expense. Operating leases are recorded in “Operating lease right-of-use assets”, “Current portion, operating lease liabilities” and “Operating lease liabilities, net of current portion”, while finance leases are recorded in “Property, plant and equipment, net”, “Other current liabilities” and “Other long-term liabilities” on our condensed consolidated balance sheet. Impact of Adopting ASC 842 on the Condensed Consolidated Financial Statements We recorded the following adjustments to our condensed consolidated balance sheet on the date of adoption (in thousands): As Reported December 31, 2018 ASC 842 Adjustment Adjusted January 1, 2019 Condensed Consolidated Balance Sheet Data: Operating lease right-of-use assets $ - $ 5,687 $ 5,687 Current portion, operating lease liabilities — 1,510 1,510 Other current liabilities 484 (95 ) 389 Operating lease liabilities, net of current portion — 6,216 6,216 Other long-term liabilities 2,773 (1,921 ) 852 Accumulated deficit $ (1,177,311 ) $ (25 ) $ (1,177,336 ) The adoption did not have an impact on our condensed consolidated statement of operations or our condensed consolidated statement of cash flows. See Note L for additional information regarding our leases. |
Net Loss Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except for per share data): Three Months Ended March 31, 2019 2018 Amounts used for basic and diluted per share calculations: Net income (loss) attributable to Agenus Inc. common stockholders $ 18,454 $ (54,193 ) Weighted average number of Agenus Inc. common shares outstanding - basic 129,700 102,576 Effect of potentially dilutive securities: Share based compensation awards 1,498 - Series C-1 convertible preferred stock 17,392 - Weighted average number of Agenus Inc. common shares outstanding - diluted 148,590 102,576 Net income (loss) attributable to Agenus Inc. per common share: Basic $ 0.14 $ (0.53 ) Diluted $ 0.12 $ (0.53 ) Basic net income and (loss) per common share is calculated by dividing the net income (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 the quarter ended March 31, 2018, 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. The following securities (listed on an as-if-converted-to-Common-Stock basis) Three Months Ended March 31, 2019 2018 Warrants 1,900 2,900 Stock options 18,139 14,130 Non-vested shares 505 1,281 Series A-1 convertible preferred stock 333 333 |
Business, Liquidity and Basis_2
Business, Liquidity and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 Cash and cash equivalents $ 158.3 Increase in cash and cash equivalents $ 105.3 Cash provided by operating activities $ 76.6 Reported net income $ 17.4 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Topic 842 Disclosure of Impact of Adoption to Condensed Consolidated Financial Statements | We recorded the following adjustments to our condensed consolidated balance sheet on the date of adoption (in thousands): As Reported December 31, 2018 ASC 842 Adjustment Adjusted January 1, 2019 Condensed Consolidated Balance Sheet Data: Operating lease right-of-use assets $ - $ 5,687 $ 5,687 Current portion, operating lease liabilities — 1,510 1,510 Other current liabilities 484 (95 ) 389 Operating lease liabilities, net of current portion — 6,216 6,216 Other long-term liabilities 2,773 (1,921 ) 852 Accumulated deficit $ (1,177,311 ) $ (25 ) $ (1,177,336 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except for per share data): Three Months Ended March 31, 2019 2018 Amounts used for basic and diluted per share calculations: Net income (loss) attributable to Agenus Inc. common stockholders $ 18,454 $ (54,193 ) Weighted average number of Agenus Inc. common shares outstanding - basic 129,700 102,576 Effect of potentially dilutive securities: Share based compensation awards 1,498 - Series C-1 convertible preferred stock 17,392 - Weighted average number of Agenus Inc. common shares outstanding - diluted 148,590 102,576 Net income (loss) attributable to Agenus Inc. per common share: Basic $ 0.14 $ (0.53 ) Diluted $ 0.12 $ (0.53 ) |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following securities (listed on an as-if-converted-to-Common-Stock basis) Three Months Ended March 31, 2019 2018 Warrants 1,900 2,900 Stock options 18,139 14,130 Non-vested shares 505 1,281 Series A-1 convertible preferred stock 333 333 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Cash And Cash Equivalents [Abstract] | |
Schedule of Cash Equivalents | Cash equivalents consisted of the following as of March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 153,841 $ 153,841 $ 29,948 $ 29,948 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 (in thousands): Balance, December 31, 2018 $ 22,925 Foreign currency translation adjustment (174 ) Balance, March 31, 2019 $ 22,751 |
Schedule of Acquired Intangible Assets | Acquired intangible assets consisted of the following as of March 31, 2019 and December 31, 2018 (in thousands): As of March 31, 2019 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,459 $ (6,597 ) $ 9,862 Trademarks 4.5 years 810 (810 ) - Other 2-6 years 567 (514 ) 53 In-process research and development Indefinite 1,891 — 1,891 Total $ 19,727 $ (7,921 ) $ 11,806 As of December 31, 2018 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,509 $ (6,147 ) $ 10,362 Trademarks 4.5 years 820 (820 ) - Other 2-6 years 569 (505 ) 64 In-process research and development Indefinite 1,912 — 1,912 Total $ 19,810 $ (7,472 ) $ 12,338 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations consisted of the following as of March 31, 2019 and December 31, 2018 (in thousands): Debt instrument Principal at March 31, 2019 Unamortized Debt Discount Balance at March 31, 2019 Current Portion: Debentures $ 146 $ — $ 146 2015 Subordinated Notes 14,000 (629 ) 13,371 Total $ 14,146 $ (629 ) $ 13,517 Debt instrument Principal at December 31, 2018 Unamortized Debt Discount Balance at December 31, 2018 Current Portion: Debentures $ 146 $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 (788 ) 13,212 Total $ 14,146 $ (788 ) $ 13,358 |
Liability Related to the Sale_2
Liability Related to the Sale of Future Royalties and Milestones (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Text Block [Abstract] | |
Schedule of Liability Account | The following table shows the activity within the liability account in the three months ended March 31, 2019 (in thousands): Period from December 31, 2018 to March 31, 2019 Liability related to sale of future royalties and milestones - beginning balance $ 210,795 Non-cash royalty revenue (8,605 ) Non-cash interest expense recognized 9,253 Liability related to sale of future royalties and milestones - ending balance 211,443 Less: unamortized transaction costs (520 ) Liability related to sale of future royalties and milestones, net $ 210,923 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Payroll $ 3,461 $ 8,770 Professional fees 2,758 3,528 Contract manufacturing costs 6,124 5,947 Research services 5,480 5,348 Other 2,914 958 Total $ 20,737 $ 24,551 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured at Fair Value | Liabilities measured at fair value are summarized below (in thousands): Description March 31, 2019 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 $ 5,786 $ — $ — $ 5,786 Total $ 5,786 $ — $ — $ 5,786 Description December 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 consideration $ 3,038 $ — $ — $ 3,038 Total $ 3,038 $ — $ — $ 3,038 |
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, 2019 (in thousands): Balance, December 31, 2018 $ 3,038 Change in fair value of contingent purchase price considerations during the period 2,748 Balance, March 31, 2019 $ 5,786 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Collaboration [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents revenue (in thousands) for the three months ended March 31, 2019 and March 31, 2018, disaggregated by geographic region and revenue type. Revenue by geographic region is allocated based on the domicile of our respective business operations. All revenue earned in the three months ended March 31, 2019 and March 31, 2018 is attributable to our United States operations. Three months ended March 31, 2019 United States Revenue Type Research and development services $ 414 License fee revenue 65,500 Recognition of deferred revenue 4,957 Recognition of deferred grant revenue 415 Non-cash royalty revenue 8,605 $ 79,891 Three months ended March 31, 2018 Revenue Type Research and development services $ 1,162 Recognition of deferred revenue 474 $ 1,636 |
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, 2019 Balance at beginning of period Additions Deductions Balance at end of period Contract assets: Unbilled receivables from collaboration partners $ - $ - $ - $ - Contract liabilities: Deferred revenue $ 2,052 $ 62,000 $ (4,957 ) $ 59,095 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share Based Compensation [Abstract] | |
Schedule Of Stock Option Activity | A summary of option activity for the three months ended March 31, 2019 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2018 18,613,822 $ 4.15 Granted 143,000 3.10 Exercised (291 ) 1.86 Forfeited (219,822 ) 3.79 Expired (24,355 ) 3.71 Outstanding at March 31, 2019 18,512,354 $ 4.14 7.07 $ 2,710,033 Vested or expected to vest at March 31, 2019 18,512,354 $ 4.14 7.07 $ 2,710,033 Exercisable at March 31, 2019 11,860,447 $ 4.38 6.10 $ 104,713 |
Summary Of Non-vested Stock Activity | A summary of non-vested stock activity for the three months ended March 31, 2019 is presented below: Non-vested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2018 2,213,967 $ 3.20 Granted — — Vested — — Forfeited (584,285 ) 4.15 Outstanding at March 31, 2019 1,629,682 $ 2.86 |
Schedule Of Share-Based Compensation Expense | The impact on our results of operations from share-based compensation for the three months ended March 31, 2019 and 2018, was as follows (in thousands): Three Months Ended March 31, 2019 2018 Research and development $ 886 $ 998 General and administrative 957 1,207 Total share-based compensation expense $ 1,843 $ 2,205 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Components of Lease Cost Recorded in Condensed Consolidated Statement of Operations | The components of lease cost recorded in our condensed consolidated statement of operations were as follows (in thousands): Three months ended March 31, 2019 Operating lease cost $ 551 Finance lease cost 65 Variable lease cost 161 Sublease income (140 ) Net lease cost $ 637 |
Schedule of Supplemental Balance Sheet Information Related to Lease | The following table presents supplemental balance sheet information related to our leases as of March 31, 2019 (in thousands): As of March 31, 2019 Operating Leases Operating lease right-of-use assets $ 5,335 Total operating lease right-of-use assets 5,335 Current portion, operating lease liabilities 1,484 Operating lease liabilities, net of current portion 5,859 Total operating lease liabilities 7,343 Finance Leases Property, plant and equipment, net 885 Total finance lease right-of-use assets 885 Other current liabilities 339 Other long-term liabilities 53 Total finance lease liabilities $ 392 |
Schedule of Maturities of Operating Lease Liabilities in Accordance With ASC 842 | Maturities of our operating lease liabilities in accordance with ASC 842 as of March 31, 2019 were as follows (in thousands): Year Operating Leases Finance leases Expected sublease receipts Net future lease commitments Remainder of 2019 $ 1,905 $ 313 $ (421 ) $ 1,797 2020 2,312 159 (578 ) 1,893 2021 1,907 1,907 2022 1,949 1,949 2023 1,491 1,491 Thereafter 992 992 Total $ 10,556 $ 472 $ (999 ) $ 10,029 Less imputed interest (3,213 ) (80 ) Present value of lease liabilities $ 7,343 $ 392 |
Schedule of Weighted-Average Remaining Lease Terms and Discount Rates Related to Operating Leases | The weighted-average remaining lease terms and discount rates related to our operating leases were as follows: March 31, 2019 Weighted average remaining lease term (in years) 4.7 Weighted average discount rate 15.9 % |
Schedule of Future Minimum Commitments Under Facility Leases in Accordance With ASC 840 | The following information is disclosed in accordance with ASC 840, which was applicable until December 31, 2018. As of December 31, 2018, future minimum commitments under our facility leases were as follows (in thousands): Year ending December 31, 2019 $ 2,499 2020 2,279 2021 1,874 2022 1,915 2023 1,457 Thereafter 928 Total $ 10,952 |
Business, Liquidity and Basis_3
Business, Liquidity and Basis of Presentation (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Description Of Business [Abstract] | ||||
Cash and cash equivalents | $ 158,306 | $ 52,347 | $ 53,054 | $ 60,187 |
Increase in cash and cash equivalents | 105,252 | $ (7,840) | 105,300 | |
Accumulated deficit | $ 1,158,830 | $ 1,177,311 |
Business, Liquidity and Basis_4
Business, Liquidity and Basis of Presentation - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Description Of Business [Abstract] | ||||
Cash and cash equivalents | $ 158,306 | $ 52,347 | $ 53,054 | $ 60,187 |
Increase in cash and cash equivalents | 105,252 | (7,840) | $ 105,300 | |
Cash provided by operating activities | 76,587 | (40,251) | ||
Reported net income | $ 17,435 | $ (54,262) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Topic 842 Disclosure of Impact of Adoption to Condensed Consolidated Financial Statements) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 5,335 | ||
Current portion, operating lease liabilities | 1,484 | ||
Other current liabilities | 373 | $ 484 | |
Operating lease liabilities, net of current portion | 5,859 | ||
Other long-term liabilities | 798 | 2,773 | |
Accumulated deficit | $ (1,158,830) | (1,177,311) | |
As Reported [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Other current liabilities | 484 | ||
Other long-term liabilities | 2,773 | ||
Accumulated deficit | $ (1,177,311) | ||
ASC 842 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 5,687 | ||
Current portion, operating lease liabilities | 1,510 | ||
Other current liabilities | 389 | ||
Operating lease liabilities, net of current portion | 6,216 | ||
Other long-term liabilities | 852 | ||
Accumulated deficit | (1,177,336) | ||
ASC 842 [Member] | Adjustment [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | 5,687 | ||
Current portion, operating lease liabilities | 1,510 | ||
Other current liabilities | (95) | ||
Operating lease liabilities, net of current portion | 6,216 | ||
Other long-term liabilities | (1,921) | ||
Accumulated deficit | $ (25) |
Net Loss Per Share (Schedule of
Net Loss Per Share (Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net income (loss) attributable to Agenus Inc. common stockholders | $ 18,454 | $ (54,193) |
Weighted average number of Agenus Inc. common shares outstanding - basic | 129,700 | 102,576 |
Effect of potentially dilutive securities: | ||
Share based compensation awards | 1,498,000 | |
Series C-1 convertible preferred stock | 17,392,000 | |
Weighted average number of Agenus Inc. common shares outstanding - diluted | 148,590 | 102,576 |
Per common share data: | ||
Basic | $ 0.14 | $ (0.53) |
Diluted | $ 0.12 | $ (0.53) |
Net Loss Per Share (Schedule _2
Net Loss Per Share (Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,900 | 2,900 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,139 | 14,130 |
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 | 505 | 1,281 |
Series A-1 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 |
Investments (Schedule of Cash E
Investments (Schedule of Cash Equivalents) (Details) - Institutional Money Market Funds [Member] - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | $ 153,841 | $ 29,948 |
Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | $ 153,841 | $ 29,948 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 22,925 |
Foreign currency translation adjustment | (174) |
Ending balance | $ 22,751 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets (Acquired Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 19,727 | $ 19,810 |
Accumulated amortization | (7,921) | (7,472) |
Net carrying amount | 11,806 | 12,338 |
Indefinite-lived Intangible Assets Acquired | 1,891 | 1,912 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 16,459 | 16,509 |
Accumulated amortization | (6,597) | (6,147) |
Net carrying amount | $ 9,862 | $ 10,362 |
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 | $ 810 | $ 820 |
Accumulated amortization | (810) | (820) |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 567 | 569 |
Accumulated amortization | (514) | (505) |
Net carrying amount | $ 53 | $ 64 |
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 Intangi_5
Goodwill and Acquired Intangible Assets (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years |
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2019 | $ 1.4 |
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 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2023 | $ 1.3 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt instrument, Long-term Portion | ||
Principal, Balance Total | $ 14,146 | $ 14,146 |
Unamortized Debt Discount Total | (629) | (788) |
Balance, Long-Term Debt Total | 13,517 | 13,358 |
2015 Subordinated Notes [Member] | ||
Debt instrument, Long-term Portion | ||
Principal Balance, Long-term Portion | 14,000 | 14,000 |
Unamortized Debt Discount, Long-term Portion | (629) | (788) |
Balance, Long-term Portion | 13,371 | 13,212 |
Debentures [Member] | ||
Debt instrument, Current Portion | ||
Principal Balance, Short-term Portion | 146 | 146 |
Balance, Short-term Portion | $ 146 | $ 146 |
Liability Related to the Sale_3
Liability Related to the Sale of Future Royalties and Milestones (Schedule of Liability Account) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Liability Related To Sale Of Future Royalties And Milestones [Abstract] | |
Liability related to sale of future royalties and milestones - beginning balance | $ 210,795 |
Non-cash royalty revenue | (8,605) |
Non-cash interest expense recognized | 9,253 |
Liability related to sale of future royalties and milestones - ending balance | 211,443 |
Less: unamortized transaction costs | (520) |
Liability related to sale of future royalties and milestones, net | $ 210,923 |
Liability Related to the Sale_4
Liability Related to the Sale of Future Royalties and Milestones (Narrative) (Details) - USD ($) $ in Thousands | Jan. 19, 2018 | Mar. 31, 2019 | Jan. 06, 2018 |
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||
Non-cash royalty revenue recognized | $ 8,605 | ||
Non-cash interest expense | 9,253 | ||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | |||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||
Percentage of purchase of worldwide rights to receive royalties | 100.00% | ||
Gross proceeds received for royalty rights | $ 190,000 | ||
Non-cash royalty revenue recognized | 8,600 | ||
Non-cash interest expense | $ 9,300 | ||
Effective annual interest rate | 18.90% | ||
Prospective effective annual interest rate | 17.60% |
Accrued Liabilities (Schedule o
Accrued Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities Current [Abstract] | ||
Payroll | $ 3,461 | $ 8,770 |
Professional fees | 2,758 | 3,528 |
Contract manufacturing costs | 6,124 | 5,947 |
Research services | 5,480 | 5,348 |
Other | 2,914 | 958 |
Total | $ 20,737 | $ 24,551 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price considerations | $ 5,786 | $ 3,038 |
Long-term Debt, Gross | 14,146 | 14,146 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price considerations | 0 | 0 |
Debt Instrument, Fair Value Disclosure | $ 14,200 | $ 14,200 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Liabilities Measured at Fair Value) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent purchase price considerations, Fair Value Disclosure | $ 5,786 | $ 3,038 |
Total | 5,786 | 3,038 |
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 | 5,786 | 3,038 |
Total | $ 5,786 | $ 3,038 |
Fair Value Measurements (Sche_2
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, 2019USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Balance, beginning of period | $ 3,038 |
Balance, end of period | 5,786 |
Contingent purchase price [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Change in fair value of considerations during the period | $ 2,748 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Narrative) (Details) | Dec. 20, 2018USD ($)AgreementProgramOption$ / sharesshares | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
Revenue From Contract With Customer [Line Items] | ||||
Shares sold at the market, value | $ 5,258,000 | |||
Revenue recognized | $ 79,891,000 | 1,636,000 | ||
Asset impairment charges | 0 | |||
Deferred revenue, Additions | 62,000,000 | |||
Contract with customer, liability, revenue recognized | 4,957,000 | |||
Deferred revenue | 59,095,000 | $ 2,052,000 | ||
Capitalized contract , cost | 0 | |||
Research and development services [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Revenue recognized | 70,871,000 | 1,636,000 | ||
License Agreement [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Number of license agreement | Agreement | 1 | |||
Number of license agreement programs | Program | 2 | |||
License agreement termination notice period | 90 days | |||
Option And License Agreements [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Number of separate option and license agreements | Option | 2 | |||
Upfront license exercise fee | $ 50,000,000 | |||
Number of option and license agreement | Option | 1 | |||
Collaboration agreement termination notice period | 90 days | |||
Option And License Agreements [Member] | Development Regulatory and Commercialization Milestones [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Milestone payments receivable | $ 520,000,000 | |||
Stock Purchase Agreement [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Shares sold at the market, value | $ 30,000,000 | |||
Shares sold at the market, shares | shares | 11,111,111 | |||
Number of shares purchased, price per share | $ / shares | $ 2.70 | |||
Percentage of common stock outstanding shares | 8.50% | |||
Stock purchase agreement, additional shares indisposable period | 12 months | |||
Maximum percentage of voting stock allowed to acquire | 15.00% | |||
Stock purchase agreement, additional shares, favorable voting period | 12 months | |||
Incyte Collaboration Agreement [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Proceeds from collaborators | 25,000,000 | |||
Contract with customer, liability, revenue recognized | 200,000 | |||
Deferred revenue | 1,900,000 | |||
Incyte Collaboration Agreement [Member] | License and Collaboration Revenue [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Revenue recognized | 23,100,000 | |||
Gilead Collaboration Agreement [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Deferred revenue, Additions | 62,000,000 | |||
Contract with customer, liability, revenue recognized | 4,800,000 | |||
Deferred revenue | 72,200,000 | |||
Contract with customer, net asset liability | 57,200,000 | |||
Contract with customer, asset | 15,000,000 | |||
Initial transaction price | 142,500,000 | |||
Gilead Collaboration Agreement [Member] | License and Collaboration Revenue [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Revenue recognized | 70,300,000 | |||
Gilead Sciences, Inc. [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Milestones stated value | $ 22,500,000 | |||
Gilead Sciences, Inc. [Member] | License and Research and Development Fees [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Proceeds from collaborators | 120,000,000 | |||
Gilead Sciences, Inc. [Member] | Collaborative Arrangement [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Upfront cash payment | 120,000,000 | |||
Shares sold at the market, value | 30,000,000 | |||
Transaction price recognized | 4,800,000 | |||
Gilead Sciences, Inc. [Member] | Collaborative Arrangement [Member] | License and Collaboration Revenue [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Revenue recognized | 70,300,000 | |||
Incyte Corporation | ||||
Revenue From Contract With Customer [Line Items] | ||||
Receivables for R & D services | 800,000 | |||
Incyte Corporation | Incyte Collaboration Agreement [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Transaction price recognized | 200,000 | 500,000 | ||
Incyte Corporation | Incyte Collaboration Agreement [Member] | Research and development services [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Revenue recognized | 600,000 | 1,600,000 | ||
Incyte Corporation | Incyte Collaboration Agreement [Member] | Research and development services [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Revenue recognized | $ 400,000 | $ 1,200,000 | ||
Maximum [Member] | License Agreement [Member] | Development Regulatory and Commercialization Milestones [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Potential milestone payments receivable | 552,500,000 | |||
Maximum [Member] | Option And License Agreements [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Milestone payments receivable | 30,000,000 | |||
Maximum [Member] | Gilead Sciences, Inc. [Member] | Collaborative Arrangement [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Aggregate potential milestones receivable | $ 1,700,000,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Narrative) (Details 1) $ in Millions | Mar. 31, 2019USD ($) |
Gilead Sciences, Inc. [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Expect to recognize deferred research and development revenue | $ 18.4 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 9 months |
Gilead Sciences, Inc. [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Expect to recognize deferred research and development revenue | $ 33.1 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Gilead Sciences, Inc. [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Expect to recognize deferred research and development revenue | $ 20.8 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Incyte Corporation | Research and development services [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Expect to recognize deferred research and development revenue | $ 0.8 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Incyte Corporation | Research and development services [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Expect to recognize deferred research and development revenue | $ 1.1 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue from Contracts with C_5
Revenue from Contracts with Customers (Summary of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 79,891 | $ 1,636 |
Recognition of Deferred Grant Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 415 | |
Non-cash royalty revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 8,605 | |
United States [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 79,891 | 1,636 |
United States [Member] | Research and development services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 414 | 1,162 |
United States [Member] | License Fee Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 65,500 | |
United States [Member] | Recognition of deferred revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 4,957 | $ 474 |
United States [Member] | Recognition of Deferred Grant Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 415 | |
United States [Member] | Non-cash royalty revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 8,605 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers (Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Contract With Customer Asset And Liability [Abstract] | |
Deferred revenue, Beginning Balance | $ 2,052 |
Deferred revenue, Additions | 62,000 |
Deferred revenue, Deductions | (4,957) |
Deferred revenue, Ending Balance | $ 59,095 |
Share-Based Compensation Plan_2
Share-Based Compensation Plans (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Weighted average grant-date fair value of options granted | $ 1.58 | $ 2.14 |
Shares issued from exercise of options | 291 | |
Employees and directors [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense | $ 8.1 | |
Stock Options [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense, weighted average period | 2 years 4 months 24 days | |
Restricted Stock [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense | $ 3 | |
Performance Based Award [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense, weighted average period | 2 years 2 months 12 days | |
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 | 84,703 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans (Schedule Of Stock Option Activity) (Details) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Share Based Compensation [Abstract] | |
Options Outstanding, Beginning Balance | shares | 18,613,822 |
Options Granted | shares | 143,000 |
Options Exercised | shares | (291) |
Options Forfeited | shares | (219,822) |
Options Expired | shares | (24,355) |
Options Outstanding, Ending Balance | shares | 18,512,354 |
Options Vested or expected to vest | shares | 18,512,354 |
Options Exercisable | shares | 11,860,447 |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.15 |
Options Granted, Weighted Average Exercise Price | $ / shares | 3.10 |
Options Exercised, Weighted Average Exercise Price | $ / shares | 1.86 |
Options Forfeited, Weighted Average Exercise Price | $ / shares | 3.79 |
Options Expired, Weighted Average Exercise Price | $ / shares | 3.71 |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 4.14 |
Options Vested or expected to vest, Weighted Average Exercise Price | $ / shares | 4.14 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 4.38 |
Options Outstanding, Weighted Average Remaining Contractual Term | 7 years 25 days |
Options Vested or expected to vest, Weighted Average Remaining Contractual Term | 7 years 25 days |
Options Exercisable, Weighted Average Remaining Contractual Term | 6 years 1 month 6 days |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 2,710,033 |
Options Vested or expected to vest, Aggregate Intrinsic Value | $ | 2,710,033 |
Options Exercisable, Aggregate Intrinsic Value | $ | $ 104,713 |
Share-Based Compensation Plan_4
Share-Based Compensation Plans (Summary Of Non-vested Stock Activity) (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share Based Compensation [Abstract] | |
Non-vested Shares Outstanding, Beginning Balance | shares | 2,213,967 |
Non-vested Shares Granted | shares | 0 |
Non-vested Shares Vested | shares | 0 |
Non-vested Shares Forfeited | shares | (584,285) |
Non-vested Shares Outstanding, Ending Balance | shares | 1,629,682 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 3.20 |
Non-vested Shares Granted, Weighted Average Grant Date Fair Value | $ / shares | 0 |
Non-vested Shares Vested, Weighted Average Grant Date Fair Value | $ / shares | 0 |
Non-vested Shares Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 4.15 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 2.86 |
Share-Based Compensation Plan_5
Share-Based Compensation Plans (Schedule Of Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 1,843 | $ 2,205 |
Research and Development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 886 | 998 |
General and Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 957 | $ 1,207 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Lessee Lease Description [Line Items] | |||
Finance lease, expiration period | 2020 | ||
Cash payments for operating lease liabilities | $ 430,000 | ||
Rental payments receivable in 2019 | $ 561,000 | ||
Rental payments receivable in 2020 | $ 578,000 | ||
Operating leases, rent expense | $ 406,000 | ||
Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease, expiration period | 2020 | ||
Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease, expiration period | 2025 |
Leases (Schedule of Components
Leases (Schedule of Components of Lease Cost Recorded in Condensed Consolidated Statement of Operations) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 551 |
Finance lease cost | 65 |
Variable lease cost | 161 |
Sublease income | (140) |
Net lease cost | $ 637 |
Leases (Schedule of Supplementa
Leases (Schedule of Supplemental Balance Sheet Information Related to Lease) (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Lessee Lease Description [Line Items] | |
Total operating lease right-of-use assets | $ 5,335 |
Current portion, operating lease liabilities | 1,484 |
Operating lease liabilities, net of current portion | 5,859 |
Total operating lease liabilities | 7,343 |
Property, plant and equipment, net | 885 |
Other current liabilities | 339 |
Other long-term liabilities | 53 |
Total finance lease liabilities | 392 |
Property, plant and equipment, net [Member] | |
Lessee Lease Description [Line Items] | |
Property, plant and equipment, net | $ 885 |
Leases (Schedule of Maturities
Leases (Schedule of Maturities of Operating Lease Liabilities in Accordance With ASC 842) (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Operating Leases, Remainder of 2019 | $ 1,905 |
Operating Leases, 2020 | 2,312 |
Operating Leases, 2021 | 1,907 |
Operating Leases, 2022 | 1,949 |
Operating Leases, 2023 | 1,491 |
Operating Leases, Thereafter | 992 |
Operating Leases, Total | 10,556 |
Operating Leases, Less imputed interest | (3,213) |
Operating Leases, Present value of lease liabilities | 7,343 |
Finance leases, Remainder of 2019 | 313 |
Finance leases, 2020 | 159 |
Finance leases, Total | 472 |
Finance leases, Less imputed interest | (80) |
Finance leases, Present value of lease liabilities | 392 |
Expected sublease receipts, Remainder of 2019 | (421) |
Expected sublease receipts, 2020 | (578) |
Expected sublease receipts, Total | (999) |
Net future lease commitments, Remainder of 2019 | 1,797 |
Net future lease commitments, 2020 | 1,893 |
Net future lease commitments, 2021 | 1,907 |
Net future lease commitments, 2022 | 1,949 |
Net future lease commitments, 2023 | 1,491 |
Net future lease commitments, Thereafter | 992 |
Net future lease commitments, Total | $ 10,029 |
Leases (Schedule of Weighted-Av
Leases (Schedule of Weighted-Average Remaining Lease Terms and Discount Rates Related to Operating Leases) (Details) | Mar. 31, 2019 |
Leases [Abstract] | |
Weighted average remaining lease term (in years) | 4 years 8 months 12 days |
Weighted average discount rate | 15.90% |
Leases (Schedule of Future Mini
Leases (Schedule of Future Minimum Commitments Under Facility Leases in Accordance With ASC 840) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 2,499 |
2020 | 2,279 |
2021 | 1,874 |
2022 | 1,915 |
2023 | 1,457 |
Thereafter | 928 |
Total | $ 10,952 |