Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 09, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | BDSI | |
Entity Registrant Name | BIODELIVERY SCIENCES INTERNATIONAL INC | |
Entity Central Index Key | 1,103,021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 59,559,175 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 55,724 | $ 21,195 |
Accounts receivable, net | 9,410 | 8,852 |
Inventory, net | 6,168 | 6,091 |
Prepaid expenses and other current assets | 2,156 | 3,610 |
Total current assets | 73,458 | 39,748 |
Property and equipment, net | 3,366 | 3,778 |
Goodwill | 2,715 | 2,715 |
BELBUCA®license and distribution rights, net | 38,250 | 40,500 |
Other intangible assets, net | 1,032 | 1,360 |
Total assets | 118,821 | 88,101 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 23,228 | 26,149 |
Total current liabilities | 23,228 | 26,149 |
Notes payable, net | 49,394 | 47,660 |
Other long-term liabilities | 5,462 | 5,415 |
Total liabilities | 78,084 | 79,224 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred Stock | 2 | 2 |
Common Stock, $.001 par value; 75,000,000 shares authorized; 59,459,446 and 55,904,072 shares issued; 59,443,955 and 55,888,581 shares outstanding at June 30, 2018 and December 31, 2017, respectively | 59 | 56 |
Additional paid-in capital | 366,123 | 313,922 |
Treasury stock, at cost, 15,491 shares | (47) | (47) |
Accumulated deficit | (325,400) | (305,056) |
Total stockholders' equity | 40,737 | 8,877 |
Total liabilities and stockholders' equity | $ 118,821 | $ 88,101 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 75,000,000 | 75,000,000 |
Common Stock, shares issued | 59,459,446 | 55,904,072 |
Common Stock, shares outstanding | 59,443,955 | 55,888,581 |
Treasury stock, shares | 15,491 | 15,491 |
Series A Non-Voting Convertible Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares outstanding | 2,093,155 | 2,093,155 |
Series B Non-Voting Convertible Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares outstanding | 5,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues: | ||||
Total Revenues | $ 12,175 | $ 8,744 | $ 23,456 | $ 38,220 |
Cost of sales | 4,566 | 4,171 | 7,981 | 9,816 |
Expenses: | ||||
Research and development | 854 | 1,590 | 3,338 | 4,260 |
Selling, general and administrative | 14,021 | 15,970 | 27,526 | 29,227 |
Total Expenses: | 14,875 | 17,560 | 30,864 | 33,487 |
Loss from operations | (7,266) | (12,987) | (15,389) | (5,083) |
Interest expense | (2,525) | (1,878) | (5,030) | (4,764) |
Other expense, net | 1 | (14) | (6) | (15) |
Bargain purchase gain | 27,336 | |||
(Loss) income before income taxes | (9,790) | (14,879) | (20,425) | 17,474 |
Income tax benefit (expense) | 20 | (54) | 15,972 | |
Net (loss) income attributable to common stockholders | $ (9,770) | $ (14,879) | $ (20,479) | $ 33,446 |
Basic | ||||
Basic (loss) income per share: | $ (0.16) | $ (0.27) | $ (0.35) | $ 0.61 |
Weighted average common stock shares outstanding: | 59,400,317 | 55,388,774 | 58,735,351 | 54,949,901 |
Diluted | ||||
Diluted (loss) income per share: | $ (0.16) | $ (0.27) | $ (0.35) | $ 0.60 |
Diluted weighted average common stock shares outstanding: | 59,400,317 | 55,388,774 | 58,735,351 | 55,836,769 |
Product Sales [Member] | ||||
Revenues: | ||||
Total Revenues | $ 10,766 | $ 7,886 | $ 20,604 | $ 15,680 |
Product Royalty Revenues [Member] | ||||
Revenues: | ||||
Total Revenues | 1,386 | 613 | 1,826 | 2,273 |
Research And Development Reimbursements [Member] | ||||
Revenues: | ||||
Total Revenues | $ 245 | 267 | ||
Contract Revenues [Member] | ||||
Revenues: | ||||
Total Revenues | $ 23 | $ 1,026 | $ 20,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] |
Beginning Balance at Dec. 31, 2017 | $ 8,877 | $ 56 | $ 313,922 | $ (47) | $ (305,056) | $ 2 | |
Beginning Balance, shares at Dec. 31, 2017 | 55,904,072 | 2,093,155 | |||||
Stock-based compensation | $ 4,004 | $ 4,004 | |||||
Stock-based compensation, Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Stock option exercises | $ 306 | $ 306 | |||||
Stock option exercises, shares | 196,541 | 169,016 | |||||
Restricted stock awards | $ 1 | (1) | |||||
Restricted stock awards, shares | 1,266,433 | ||||||
Common stock issuance upon retirement | $ 2 | (2) | |||||
Common stock issuance upon retirement, shares | 2,119,925 | 2,119,925 | |||||
Series B issuance, net of issuance costs | $ 47,894 | 47,894 | |||||
Series B issuance, net of issuance costs, shares | 5,000 | ||||||
Cumulative effect of accounting change | 135 | $ 135 | |||||
Net loss | (20,479) | (20,479) | |||||
Ending Balance at Jun. 30, 2018 | $ 40,737 | $ 59 | $ 366,123 | $ (47) | $ (325,400) | $ 2 | |
Ending Balance, shares at Jun. 30, 2018 | 59,459,446 | 2,093,155 | 5,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating activities: | ||
Net (loss) income | $ (20,479) | $ 33,446 |
Adjustments to reconcile net (loss) income to net cash flows from operating activities | ||
Depreciation and amortization | 456 | 226 |
Impairment loss on equipment | 78 | |
Accretion of debt discount and loan costs | 1,782 | 1,491 |
Amortization of intangible assets | 2,578 | 2,735 |
Provision for inventory obsolescence | 412 | 21 |
Stock-based compensation expense | 4,004 | 6,000 |
Deferred income taxes | (15,972) | |
Bargain purchase gain | (27,336) | |
Changes in assets and liabilities, net of effect of acquisition: | ||
Accounts receivable | (423) | (2,458) |
Inventories | (489) | 2,639 |
Prepaid expenses and other assets | 1,454 | 1,034 |
Accounts payable and accrued liabilities | (1,118) | 3,179 |
Deferred revenue | (21,716) | |
Net cash flows used in operating activities | (11,745) | (16,711) |
Investing activities: | ||
BELBUCA® acquisition | (1,951) | |
Purchase of equipment | (122) | (2) |
Net cash flows used in investing activities | (2,073) | (2) |
Financing activities: | ||
Proceeds from issuance of Series B preferred stock | 50,000 | |
Equity finance costs | (1,509) | |
Proceeds from notes payable | 45,000 | |
Proceeds from exercise of stock options | 306 | |
Payment on note payable | (30,000) | |
Payment of deferred financing fees | (450) | (2,798) |
Net cash flows provided by financing activities | 48,347 | 12,202 |
Net change in cash and cash equivalents | 34,529 | (4,511) |
Cash and cash equivalents at beginning of period | 21,195 | 32,019 |
Cash and cash equivalents at end of period | 55,724 | 27,508 |
Cash paid for interest | $ 3,249 | 2,373 |
Non-cash Operating, Financing and Investing Activities: | ||
Common stock issuance upon retirement, shares | 2,119,925 | |
Common stock issuance upon retirement | $ 5,300 | |
Fair value of bargain purchase price of BELBUCA acquisition | $ 27,300 | |
Series B Non-Voting Convertible Preferred Stock [Member] | ||
Non-cash Operating, Financing and Investing Activities: | ||
Accrued financing expenses | $ 600 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization, Basis of Presentation and Summary of Significant Policies | 1. Organization, basis of presentation and summary of significant policies: Overview BioDelivery Sciences International, Inc., together with its subsidiaries (collectively, the “Company”) is a specialty pharmaceutical company that is developing and commercializing, either on its own or in partnerships with third parties, new applications of approved therapeutics to address important unmet medical needs using both proven and new drug delivery technologies. The Company is focusing on developing products to meet unmet patient needs in the areas of pain management and addiction. The accompanying unaudited condensed consolidated financial statements include all adjustments (consisting of normal and recurring adjustments) necessary for a fair presentation of these financial statements. The condensed consolidated balance sheet at December 31, 2017 has been derived from the Company’s audited consolidated financial statements included in its annual report on Form 10-K Form 10-K Operating results for the three and six-month As used herein, the Company’s common stock, par value $.001 per share, is referred to as the “Common Stock.” Principles of consolidation The condensed consolidated financial statements include the accounts of the Company, Arius Pharmaceuticals, Inc. (“Arius”), Arius Two, Inc. (“Arius Two”) and Bioral Nutrient Delivery, LLC (“BND”). For each period presented, BND has been an inactive subsidiary. All significant inter-company balances and transactions have been eliminated. Use of estimates in financial statements The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The Company reviews all significant estimates affecting the consolidated financial statements on a recurring basis and records the effect of any necessary adjustments prior to their issuance. Significant estimates of the Company include: revenue recognition, sales allowances such as returns of product sold, government program rebates, customer coupon redemptions, wholesaler/pharmacy discounts, product service fees, rebates and chargebacks, sales bonuses, stock-based compensation, determination of fair values of assets and liabilities in connection with business combinations, and deferred income taxes. Inventory Inventories are stated at the lower of cost or net realizable value with costs determined for each batch under the first-in, first-out On a quarterly basis, the Company analyzes its inventory levels and records allowances for inventory that has become obsolete, inventory that has a cost basis in excess of the expected net realizable value and inventory that is in excess of expected demand based upon projected product sales. The Company reserved $0.7 million and $0.2 million for inventory obsolescence as of June 30, 2018 and December 31, 2017, respectively. Revenue recognition Product sales As discussed further below in Note 2, effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Performance obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company’s product sales contracts have a single performance obligation as the promise to transfer the individual goods is not separately identifiable from other promises in the contracts and, therefore, not distinct. The Company’s performance obligations are satisfied at a point in time. The multiple performance obligations are not allocated based off of the obligations but based off of standard selling price. Adjustments to product sales The Company recognizes product sales net of estimated allowances for rebates, price adjustments, returns, chargebacks and prompt payment discounts. A significant majority of the Company’s adjustments to gross product revenues are the result of accruals for its commercial contracts, retail consumer subsidy programs, and Medicaid rebates. The Company establishes allowances for estimated rebates, chargebacks and product returns based on numerous qualitative and quantitative factors, including: • the number of and specific contractual terms of agreements with customers; • estimated levels of inventory in the distribution channel; • historical rebates, chargebacks and returns of products; • direct communication with customers; • anticipated introduction of competitive products or generics; • anticipated pricing strategy changes by the Company and/or its competitors; • analysis of prescription data gathered by a third-party prescription data provider; • the impact of changes in state and federal regulations; and • the estimated remaining shelf life of products. In its analyses, the Company uses prescription data purchased from a third-party data provider to develop estimates of historical inventory channel sell-through. The Company utilizes an internal analysis to compare historical net product shipments (shipments less returns) to estimated historical prescriptions written. Based on that analysis, management develops an estimate of the quantity of product in the channel which may be subject to various rebate, chargeback and product return exposures. To estimate months of ending inventory in the Company’s distribution channel, the Company divides estimated ending inventory in the distribution channel by the Company’s recent prescription data, not considering any future anticipated demand growth. Monthly, for each product line, the Company prepares an internal estimate of ending inventory units in the distribution channel by adding estimated inventory in the channel at the beginning of the period, plus net product shipments for the period, less estimated prescriptions written for the period. This is done for each product line by applying a rate of historical activity for rebates, chargebacks and product returns, adjusted for relevant quantitative and qualitative factors discussed above, to the potential exposed product estimated to be in the distribution channel. In addition, the Company receives daily information from the wholesalers regarding their sales and actual on hand inventory levels of the Company’s products. This enables the Company to execute accurate provisioning procedures. Product returns 18-month Rebates Price adjustments and chargebacks The Company, from time to time, offers certain promotional product-related incentives to its customers. These programs include certain product incentives to pharmacy customers whereby the Company offers a point-of-sale Prompt payment discounts Cost of sales Cost of sales includes the direct costs attributable to the production of BELBUCA ® ® ® ® Reclassification Certain amounts were reclassified between Provision for inventory obsolescence, Accounts receivable, Inventories and Accounts payable and accrued expenses in the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2017 to conform to current year presentation. These reclassifications had no effect on the previously reported net cash flows from operations, activities or net losses. Recent accounting pronouncements-issued, not yet adopted ASU 2016-02, However, unlike current GAAP which requires only capital leases to be recognized on the balance sheet, the new ASU will require both types of leases (i.e., operating and capital leases) to be recognized on the balance sheet. The FASB lessee accounting model will continue to account for both types of leases. The capital lease will be accounted for in substantially the same manner as capital leases are accounted for under existing GAAP. The operating lease will be accounted for in a manner similar to operating leases under existing GAAP, except that lessees will recognize a lease liability and a lease asset for all of those leases. The new standard requires a modified-retrospective approach to adoption and is effective for interim and annual periods beginning on January 1, 2019 but may be adopted earlier. The Company expects to adopt this standard beginning in 2019. The Company does not expect that this standard will have a material impact on its consolidated statements of operations, but the Company does expect that upon adoption, this standard will impact the carrying value of its assets and liabilities on its consolidated balance sheets as a result of the requirement to record right-of-use ASU 2018-07, |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 2. Revenue from contracts with customers: Effective January 1, 2018, the Company adopted Topic 606. The Company elected to apply the standard using the modified retrospective method beginning January 1, 2018. The Company applied this guidance only to those contracts that were not completed at the date of adoption. As a result of adoption, the cumulative impact to the Company’s retained earnings at January 1, 2018 was $0.135 million. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company expects the impact of the adoption of the new standard on its existing contracts to be immaterial to the Company’s net income on an ongoing basis, however additional disclosures have been added in accordance with the ASU. The Company does not anticipate any significant changes in the timing or amount of revenue recognized for the Company’s product sales and related gross-to-net gross-to-net Under the new standard, timing for recognition of certain contract revenue may be accelerated such that a portion of revenue will be estimated and recognized in revenue earlier than the previous accounting standards. During the six months ended June 30, 2018, the Company recorded financing revenue for two milestones that are not due until 2020 and 2023, respectively. The main types of revenue contracts are: • Product sales- ® ® • Product royalty revenues- ® ™ ™ • Contract revenue- The impact of adoption of Topic 606 on the Company’s condensed consolidated balance sheet as of June 30, 2018 follows (in thousands): Condensed Consolidated Balance Sheet June 30, 2018 As reported Balances Effect of Accounts receivable, net $ 9,410 $ 9,062 $ 348 Accumulated deficit $ (325,400 ) $ (325,748 ) $ 348 The impact of adoption of Topic 606 on the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2018 follows (in thousands): Condensed Consolidated Statement of Operations Three months ended June 30, 2018 Condensed Consolidated Statement of Operations Six months ended June 30, 2018 As Balances Effect of As Balances Effect of Product sales $ 10,766 $ 10,766 $ — $ 20,604 $ 20,604 $ — Product royalty revenues 1,386 1,386 — 1,826 1,826 — Contract revenues 23 — 23 1,026 813 213 Total revenues $ 12,175 $ 12,152 $ 23 $ 23,456 $ 23,243 $ 213 Net loss attributable to common stockholders $ (9,770 ) $ (9,793 ) $ 23 $ (20,479 ) $ (20,692 ) $ 213 The beginning and ending balances of the Company’s accounts receivables with customers from contracts during the periods presented is as follows (in thousands): Balance at Six months Balance at Accounts receivable with customers $ 8,987 $ 423 $ 9,410 |
Liquidity and Management's Plan
Liquidity and Management's Plans | 6 Months Ended |
Jun. 30, 2018 | |
Text Block [Abstract] | |
Liquidity and Management's Plans | 3. Liquidity and management’s plans: At June 30, 2018, the Company had cash of approximately $55.7 million. The Company used $11.7 million of cash in operations during the six months ended June 30, 2018 and had stockholders’ equity of $40.7 million, versus stockholders’ equity of $8.9 million at December 31, 2017. The Company expects that it has sufficient cash to manage the business as currently planned into the second quarter of 2020 which would provide sufficient capital necessary to support the continued commercialization of BELBUCA ® ® On May 17, 2018, the Company executed agreements relating to the Company’s registered direct offering, issuance and sale of an aggregate of 5,000 shares of the Company’s newly designated Series B Non-Voting Convertible The Company’s cash on hand estimation assumes the availability of the foregoing capital sources and further assumes that the Company does not otherwise face unexpected events, costs or contingencies, any of which could affect the Company’s cash requirements from time to time. Available resources may be consumed more rapidly than currently anticipated, potentially resulting in the need for additional funding. Additional funding, capital or loans (including, without limitation, milestone or other payments from commercialization agreements) may be unavailable on favorable terms, if at all, which could leave the Company without adequate capital resources. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory: The following table represents the components of inventory as of: June 30, December 31, Raw materials & supplies $ 713 $ 1,338 Work-in-process 3,100 3,135 Finished goods 3,010 1,861 Obsolescence reserve (655 ) (243 ) Total inventories $ 6,168 $ 6,091 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 5. Accounts payable and accrued liabilities: The following table represents the components of accounts payable and accrued liabilities as of: June 30, December 31, Accounts payable $ 10,056 $ 12,236 Accrued rebates 7,056 5,648 Accrued compensation and benefits 1,757 3,472 Accrued acquisition costs 1,412 2,311 Accrued returns 1,293 915 Accrued royalties 503 488 Accrued clinical trial costs 317 234 Accrued legal 227 216 Accrued other 607 629 Total accounts payable and accrued liabilities $ 23,228 $ 26,149 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and equipment: Property and equipment, summarized by major category, consist of the following as of: June 30, December 31, Machinery & equipment $ 5,623 $ 5,428 Computer equipment & software 413 399 Office furniture & equipment 169 169 Leasehold improvements 44 44 Idle equipment 679 766 Total 6,928 6,806 Less accumulated depreciation and amortization (3,562 ) (3,028 ) Total property and equipment, net $ 3,366 $ 3,778 Depreciation and amortization expense for the six-month |
License Agreements and Acquired
License Agreements and Acquired Product Rights | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
License Agreements and Acquired Product Rights | 7. License agreements and acquired product rights: Purdue license and supply agreement: On July 12, 2017, the Company, along with Purdue Pharma, an Ontario limited partnership (“Purdue”), announced that they had executed an exclusive agreement granting to Purdue the licensing, distribution, marketing and sale rights related to BELBUCA ® ® ® ® On January 30, 2018, the Company and Purdue announced that BELBUCA ® ® TTY license and supply agreement The Company has a license and supply agreement with TTY Biopharm Co., Ltd. (“TTY”) for the exclusive rights to develop and commercialize BEMA ® During the six months ended June 30, 2018 and 2017, the Company received cumulative payments of $0.9 million and $0.4 million, respectively, from TTY, which related to royalties based on product purchased in Taiwan by TTY of PAINKYL ™ |
Notes payable
Notes payable | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes payable | 8. Notes payable: On February 21, 2017 (the “Closing Date”), the Company entered into a term loan agreement (the “Term Loan Agreement”) with CRG, as administrative agent and collateral agent, and the lenders named in the Term Loan Agreement (the “Lenders”). Pursuant to the Term Loan Agreement, the Company borrowed $45.0 million from the Lenders as of the Closing Date, and on December 26, 2017 borrowed an additional $15.0 million (the “Second Draw”) that was contingently available upon achievement of certain conditions. The Company may borrow up to an additional $15.0 million (the “Third Draw”) conditional upon satisfying both (a) certain minimum net revenue thresholds on or before June 30, 2018 or September 30, 2018 and (b) a certain minimum market capitalization threshold for a period of time prior to the funding of the Third Draw. The original Term Loan Agreement had a six-year term The Company may prepay all or a portion of the outstanding principal and accrued unpaid interest under the Loan Agreement at any time upon prior notice to the Lenders subject to a certain prepayment fees during the first five years of the term (which fees are lowered over time) and no prepayment fee thereafter. In certain circumstances, including a change of control and certain asset sales or licensing transactions, the Company is required to prepay all or a portion of the loan, including the applicable prepayment premium of on the amount of the outstanding principal to be prepaid. The following table represents future maturities of the notes payable obligation as of June 30, 2018: Years ending December 31, 2018 $ — 2019 — 2020 — 2021 30,347 2022 30,347 Total maturities $ 60,694 Unamortized discount and loan costs (11,300 ) Total notes payable obligation $ 49,394 |
Net Sales by Product
Net Sales by Product | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Net Sales by Product | 9. Net sales by product: The Company’s business is classified as a single reportable segment. However, the following table presents net sales by product: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 BELBUCA ® $ 9,746 $ 6,563 $ 17,770 $ 11,117 BUNAVAIL ® 1,020 1,323 2,834 4,563 Net product sales $ 10,766 $ 7,886 $ 20,604 $ 15,680 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity | 10. Stockholders’ equity: Stock-based compensation During the six months ended June 30, 2018, a total of 1,643,296 options to purchase Common Stock, with an aggregate fair market value of approximately $2.4 million, were granted to Company employees. Options granted to employees have a term of 10 years from the grant date and vest ratably over a three-year period. The fair value of each option is amortized as compensation expense evenly through the vesting period. The Company’s stock-based compensation expense is allocated between research and development and selling, general and administrative as follows: Three months ended, Six months ended, Stock-based compensation expense June 30, June 30, June 30, June 30, Research and Development $ 0.03 $ 0.4 $ 1.1 $ 0.8 Selling, General and Administrative $ 1.1 $ 2.5 $ 2.9 $ 5.2 The fair value of each option award is estimated on the grant date using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on implied volatilities from historical volatility of the Common Stock, and other factors estimated over the expected term of the options. Expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus contract term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The key assumptions used in determining the fair value of options granted during the six months ended June 30, 2018 follows: Expected price volatility 60.34%-68.77% Risk-free interest rate 2.05%-2.82% Weighted average expected life in years 6 years Dividend yield — Option activity during the six months ended June 30, 2018 was as follows: Number of Weighted average Aggregate Outstanding at January 1, 2018 2,712,954 $ 3.68 $ 1,190 Granted in 2018: Officers and Directors 800,000 2.18 Employees 843,296 2.40 Exercised (196,541 ) 1.99 Forfeitures (327,428 ) 3.57 Outstanding at June 30, 2018 3,832,281 $ 3.18 $ 1,920 As of June 30, 2018, options exercisable totaled 1,767,831. There was approximately $5.2 million of unrecognized compensation cost related to non-vested Restricted stock units During the six months ended June 30, 2018, 1,410,611 RSUs were granted to the Company’s executive officers, employees and directors, with a fair market value of approximately $3.1 million. The fair value of restricted units is determined using quoted market prices of the Common Stock and the number of shares expected to vest. These RSUs were issued under the Company’s 2011 Equity Incentive Plan, as amended (the “EIP”). RSU grants are either time-based or performance-based, all of which generally vest over a three-year period. Performance-based RSUs vest if specified predetermined net revenue and operating income goals are achieved. Actual performance relative to the predetermined performance measures are evaluated independently at the end of each fiscal year and the number of awards that will vest will be based upon the percentage of the individual performance measure achieved relative to the predetermined target. This allows for partial vesting relative to separate performance measures. Restricted stock activity during the six months ended June 30, 2018 was as follows: Number of Weighted Outstanding at January 1, 2018 4,706,895 $ 5.20 Granted: Executive officers 1,038,434 2.23 Directors 55,000 1.95 Employees 317,177 2.10 Vested (1,266,433 ) 2.38 Forfeitures (319,691 ) 2.48 Conversions (2,119,925 ) 2.72 Outstanding at June 30, 2018 2,411,457 $ 8.02 Series B Preferred Stock Financing On May 17, 2018, the Company entered into a placement agency agreement with William Blair & Company, L.L.C., as placement agent, relating to the Company’s registered direct offering, issuance and sale of an aggregate of 5,000 shares of the Company’s authorized preferred stock that the Board of Directors of the Company has designated as Series B Non-Voting Convertible Each share of Series B Preferred Stock is convertible into a number of shares of the Company’s common stock, par value $.001 per share determined by dividing $10,000 by a conversion price of $1.80 per share (subject to adjustment for stock splits and stock dividends as provided in the Certificate of Designation) at any time following stockholder approval, which occurred at the annual shareholder meeting on August 2, 2018. As of the closing, the aggregate outstanding shares of Series B Preferred Stock will be convertible (upon stockholder approval) into an aggregate 27,777,778 shares of Common Stock. The Series B Preferred Stock does not contain any price-based anti-dilution protection. The Series B Preferred Stock is convertible at any time after stockholder approval at the option of the holder, except that a holder will be prohibited from converting shares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.98% of the total number of shares of Common Stock then issued and outstanding, which percentage may be increased or decreased on sixty-one (61) days’ Within ten (10) days following the date of stockholder approval, the Company has the right to deliver a notice to the holders of the Series B Preferred Stock to require conversion of the Series B Preferred Stock into Common Stock, provided that certain conditions with respect to the Common Stock are satisfied. Such forced conversion shall be subject to a holder’s beneficial ownership limitation of 9.98% of the total number of shares of Common Stock then issued and outstanding. Following an initial forced conversion of the Series B Preferred Stock, every ninety (90) days thereafter, the Company has the right to require the forced conversion of the still outstanding shares of Series B Preferred Stock up to the beneficial ownership limitation of 9.98% of the total number of shares of Common Stock then issued and outstanding. Warrants The Company has granted warrants to purchase shares of Common Stock. The fair value of each warrant grant is estimated on the grant date using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on implied volatilities from historical volatility of the Common Stock, and other factors estimated over the expected term of the warrants. Expected term of warrants granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus contract term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. A cumulative total of 2,136,020 shares underlying warrants to purchase Common Stock are outstanding as of June 30, 2018 with a weighted average exercise price of $2.60 per share. |
Earnings per Common Share
Earnings per Common Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Common Share | 11. Earnings per common share: The following table reconciles the numerators and denominators of the basic and diluted earnings per common share computations (in thousands, except share and per share data). Three Months Ended Six Months Ended 2018 2017 2018 2017 Basic: Net (loss) income $ (9,770 ) $ (14,879 ) $ (20,479 ) $ 33,446 Weighted average common shares outstanding 59,400,317 55,388,774 58,735,351 54,949,901 Basic (loss) income per common share $ (0.16 ) $ (0.27 ) $ (0.35 ) $ 0.61 Diluted: Effect of dilutive securities: Net (loss) income $ (9,770 ) $ (14,879 ) $ (20,479 ) $ 33,446 Weighted average common shares outstanding 59,400,317 55,388,774 58,735,351 54,949,901 Effect of dilutive options and warrants — — — 886,868 Diluted weighted average common shares outstanding 59,400,317 55,388,774 58,735,351 55,836,769 Diluted (loss) income per common share $ (0.16 ) $ (0.27 ) $ (0.35 ) $ 0.60 Basic earnings per common share is calculated using the weighted average shares of Common Stock outstanding during the period. In addition to the weighted average shares of Common Stock outstanding, common equivalent shares from stock options, RSUs, warrants and preferred shares using the treasury stock method, are included in the diluted per share calculations unless the effect of inclusion would be antidilutive. During the three months ended June 30, 2018 and 2017, outstanding stock options, RSUs, warrants and preferred shares of 23,849,633 and 10,037,017, respectively, were not included in the computation of diluted earnings per common share, because to do so would have had an antidilutive effect. During the six months ended June 30, 2018 and 2017, outstanding stock options, RSUs, warrants and preferred shares of 17,334,492 and 7,747,726, respectively, were not included in the computation of diluted earnings per common share, because to do so would have had an antidilutive effect. Included in the three and six months ended June 30, 2018 are the Series B shares as converted to common stock. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and contingencies: The Company is involved from time to time in routine legal matters incidental to our business. Based upon available information, the Company believes that the resolution of such matters will not have a material adverse effect on its condensed consolidated financial position or results of operations. Except as discussed below, the Company is not the subject of any pending legal proceedings and, to the knowledge of management, no proceedings are presently contemplated against the Company by any federal, state or local governmental agency. Indivior (formerly RB Pharmaceuticals Ltd.) and Aquestive Therapeutics (formerly MonoSol Rx) Litigation related to BUNAVAIL ® On September 22, 2014, Reckitt Benckiser, Inc., RB Pharmaceuticals Limited, and Aquestive Therapeutics, Inc. (“Aquestive”) (collectively, the “RB Plaintiffs”) the RB Plaintiffs filed an action against the Company (and the Company’s commercial partner) relating to the Company’s BUNAVAIL ® ® ® inter partes In a related matter, on October 28, 2014, the Company filed multiple IPR petitions on certain claims of the ‘167 Patent. The USPTO instituted three of the four IPR petitions. The PTAB upheld the claims and denied collateral estoppel applied to the PTAB decision in March 2016. This case is currently on appeal to Court of Appeals for the Federal Circuit. The USPTO intervened with respect to whether collateral estoppel applied to the PTAB. The Federal Circuit did not issue an affirmance without opinion after the February 7, 2018 oral argument. On June 19, 2018, the Company filed a motion to remand the case for further consideration by the PTAB in view of intervening authority. The motion was fully briefed on July 6, 2018. As such, the Company anticipates receiving a decision on the motion or the merits from the Federal Circuit sometime in 2018. Litigation related to BELBUCA ® On January 13, 2017, Aquestive filed a complaint in the United States District Court for the District of New Jersey alleging BELBUCA ® Teva Pharmaceuticals USA (formerly Actavis) The Company received notices regarding Paragraph IV certifications from Teva on November 8, 2016, November 10, 2016, and December 22, 2016, seeking to find invalid two Orange Book listed patents relating specifically to BELBUCA ® ® ® . 30-month In February 2018, the Company announced that it had entered into a settlement agreement with Teva that resolved the Company’s BELBUCA ® non-exclusive ® patents-in-suit ® ® 2018 Arkansas Opioid Litigation On March 15, 2018, the State of Arkansas, and certain counties and cities in that State, filed an action in the Circuit Court of Arkansas, Crittenden County against multiple manufacturers, distributors, retailers, and prescribers of opioid analgesics, including our Company. The Company was served with the complaint on April 27, 2018. The complaint specifically alleged that the Company licensed its branded fentanyl buccal soluble film ONSOLIS ® ® ® |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent events: On August 2, 2018, in connection with the Company’s 2018 Annual Meeting of Stockholders (the “Meeting”), the Company’s stockholders approved, among other matters, the following; • The Company’s Certificate of Incorporation was amended to increase the number of authorized shares of Common Stock from 75,000,000 to 125,000,000; and • The ratification of the issuance and sale of the Company’s Series B Preferred Stock, par value $.001 per share, and to approve the issuance of Common Stock issuable upon the conversion of the Series B Preferred Stock as required by and in accordance with NASDAQ Marketplace Rule 5635(d). |
Organization, Basis of Presen20
Organization, Basis of Presentation and Summary of Significant Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Overview | Overview BioDelivery Sciences International, Inc., together with its subsidiaries (collectively, the “Company”) is a specialty pharmaceutical company that is developing and commercializing, either on its own or in partnerships with third parties, new applications of approved therapeutics to address important unmet medical needs using both proven and new drug delivery technologies. The Company is focusing on developing products to meet unmet patient needs in the areas of pain management and addiction. The accompanying unaudited condensed consolidated financial statements include all adjustments (consisting of normal and recurring adjustments) necessary for a fair presentation of these financial statements. The condensed consolidated balance sheet at December 31, 2017 has been derived from the Company’s audited consolidated financial statements included in its annual report on Form 10-K Form 10-K Operating results for the three and six-month As used herein, the Company’s common stock, par value $.001 per share, is referred to as the “Common Stock.” |
Principles of consolidation | Principles of consolidation The condensed consolidated financial statements include the accounts of the Company, Arius Pharmaceuticals, Inc. (“Arius”), Arius Two, Inc. (“Arius Two”) and Bioral Nutrient Delivery, LLC (“BND”). For each period presented, BND has been an inactive subsidiary. All significant inter-company balances and transactions have been eliminated. |
Use of estimates in financial statements | Use of estimates in financial statements The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The Company reviews all significant estimates affecting the consolidated financial statements on a recurring basis and records the effect of any necessary adjustments prior to their issuance. Significant estimates of the Company include: revenue recognition, sales allowances such as returns of product sold, government program rebates, customer coupon redemptions, wholesaler/pharmacy discounts, product service fees, rebates and chargebacks, sales bonuses, stock-based compensation, determination of fair values of assets and liabilities in connection with business combinations, and deferred income taxes. |
Inventory | Inventory Inventories are stated at the lower of cost or net realizable value with costs determined for each batch under the first-in, first-out On a quarterly basis, the Company analyzes its inventory levels and records allowances for inventory that has become obsolete, inventory that has a cost basis in excess of the expected net realizable value and inventory that is in excess of expected demand based upon projected product sales. The Company reserved $0.7 million and $0.2 million for inventory obsolescence as of June 30, 2018 and December 31, 2017, respectively. |
Revenue recognition | Revenue recognition Product sales As discussed further below in Note 2, effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Performance obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company’s product sales contracts have a single performance obligation as the promise to transfer the individual goods is not separately identifiable from other promises in the contracts and, therefore, not distinct. The Company’s performance obligations are satisfied at a point in time. The multiple performance obligations are not allocated based off of the obligations but based off of standard selling price. Adjustments to product sales The Company recognizes product sales net of estimated allowances for rebates, price adjustments, returns, chargebacks and prompt payment discounts. A significant majority of the Company’s adjustments to gross product revenues are the result of accruals for its commercial contracts, retail consumer subsidy programs, and Medicaid rebates. The Company establishes allowances for estimated rebates, chargebacks and product returns based on numerous qualitative and quantitative factors, including: • the number of and specific contractual terms of agreements with customers; • estimated levels of inventory in the distribution channel; • historical rebates, chargebacks and returns of products; • direct communication with customers; • anticipated introduction of competitive products or generics; • anticipated pricing strategy changes by the Company and/or its competitors; • analysis of prescription data gathered by a third-party prescription data provider; • the impact of changes in state and federal regulations; and • the estimated remaining shelf life of products. In its analyses, the Company uses prescription data purchased from a third-party data provider to develop estimates of historical inventory channel sell-through. The Company utilizes an internal analysis to compare historical net product shipments (shipments less returns) to estimated historical prescriptions written. Based on that analysis, management develops an estimate of the quantity of product in the channel which may be subject to various rebate, chargeback and product return exposures. To estimate months of ending inventory in the Company’s distribution channel, the Company divides estimated ending inventory in the distribution channel by the Company’s recent prescription data, not considering any future anticipated demand growth. Monthly, for each product line, the Company prepares an internal estimate of ending inventory units in the distribution channel by adding estimated inventory in the channel at the beginning of the period, plus net product shipments for the period, less estimated prescriptions written for the period. This is done for each product line by applying a rate of historical activity for rebates, chargebacks and product returns, adjusted for relevant quantitative and qualitative factors discussed above, to the potential exposed product estimated to be in the distribution channel. In addition, the Company receives daily information from the wholesalers regarding their sales and actual on hand inventory levels of the Company’s products. This enables the Company to execute accurate provisioning procedures. Product returns 18-month Rebates Price adjustments and chargebacks The Company, from time to time, offers certain promotional product-related incentives to its customers. These programs include certain product incentives to pharmacy customers whereby the Company offers a point-of-sale Prompt payment discounts |
Cost of sales | Cost of sales Cost of sales includes the direct costs attributable to the production of BELBUCA ® ® ® ® |
Reclassification | Reclassification Certain amounts were reclassified between Provision for inventory obsolescence, Accounts receivable, Inventories and Accounts payable and accrued expenses in the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2017 to conform to current year presentation. These reclassifications had no effect on the previously reported net cash flows from operations, activities or net losses. |
Recent accounting pronouncements-issued, not yet adopted | Recent accounting pronouncements-issued, not yet adopted ASU 2016-02, However, unlike current GAAP which requires only capital leases to be recognized on the balance sheet, the new ASU will require both types of leases (i.e., operating and capital leases) to be recognized on the balance sheet. The FASB lessee accounting model will continue to account for both types of leases. The capital lease will be accounted for in substantially the same manner as capital leases are accounted for under existing GAAP. The operating lease will be accounted for in a manner similar to operating leases under existing GAAP, except that lessees will recognize a lease liability and a lease asset for all of those leases. The new standard requires a modified-retrospective approach to adoption and is effective for interim and annual periods beginning on January 1, 2019 but may be adopted earlier. The Company expects to adopt this standard beginning in 2019. The Company does not expect that this standard will have a material impact on its consolidated statements of operations, but the Company does expect that upon adoption, this standard will impact the carrying value of its assets and liabilities on its consolidated balance sheets as a result of the requirement to record right-of-use ASU 2018-07, |
Revenue from Contracts with C21
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Impact and cumilative effect of adoption of ASC 606 on condensed consolidated balance sheet, statement of operations and accounts receivables | The impact of adoption of Topic 606 on the Company’s condensed consolidated balance sheet as of June 30, 2018 follows (in thousands): Condensed Consolidated Balance Sheet June 30, 2018 As reported Balances Effect of Accounts receivable, net $ 9,410 $ 9,062 $ 348 Accumulated deficit $ (325,400 ) $ (325,748 ) $ 348 The impact of adoption of Topic 606 on the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2018 follows (in thousands): Condensed Consolidated Statement of Operations Three months ended June 30, 2018 Condensed Consolidated Statement of Operations Six months ended June 30, 2018 As Balances Effect of As Balances Effect of Product sales $ 10,766 $ 10,766 $ — $ 20,604 $ 20,604 $ — Product royalty revenues 1,386 1,386 — 1,826 1,826 — Contract revenues 23 — 23 1,026 813 213 Total revenues $ 12,175 $ 12,152 $ 23 $ 23,456 $ 23,243 $ 213 Net loss attributable to common stockholders $ (9,770 ) $ (9,793 ) $ 23 $ (20,479 ) $ (20,692 ) $ 213 The beginning and ending balances of the Company’s accounts receivables with customers from contracts during the periods presented is as follows (in thousands): Balance at Six months Balance at Accounts receivable with customers $ 8,987 $ 423 $ 9,410 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | The following table represents the components of inventory as of: June 30, December 31, Raw materials & supplies $ 713 $ 1,338 Work-in-process 3,100 3,135 Finished goods 3,010 1,861 Obsolescence reserve (655 ) (243 ) Total inventories $ 6,168 $ 6,091 |
Accounts Payable and Accrued 23
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Summary of Components of Accounts Payable and Accrued Liabilities | The following table represents the components of accounts payable and accrued liabilities as of: June 30, December 31, Accounts payable $ 10,056 $ 12,236 Accrued rebates 7,056 5,648 Accrued compensation and benefits 1,757 3,472 Accrued acquisition costs 1,412 2,311 Accrued returns 1,293 915 Accrued royalties 503 488 Accrued clinical trial costs 317 234 Accrued legal 227 216 Accrued other 607 629 Total accounts payable and accrued liabilities $ 23,228 $ 26,149 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summarized Category of Fixed Assets | Property and equipment, summarized by major category, consist of the following as of: June 30, December 31, Machinery & equipment $ 5,623 $ 5,428 Computer equipment & software 413 399 Office furniture & equipment 169 169 Leasehold improvements 44 44 Idle equipment 679 766 Total 6,928 6,806 Less accumulated depreciation and amortization (3,562 ) (3,028 ) Total property and equipment, net $ 3,366 $ 3,778 |
Notes payable (Tables)
Notes payable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Future Maturities of the Notes Payable Obligation | The following table represents future maturities of the notes payable obligation as of June 30, 2018: Years ending December 31, 2018 $ — 2019 — 2020 — 2021 30,347 2022 30,347 Total maturities $ 60,694 Unamortized discount and loan costs (11,300 ) Total notes payable obligation $ 49,394 |
Net Sales by Product (Tables)
Net Sales by Product (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Summary of Net Sales by Product | However, the following table presents net sales by product: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 BELBUCA ® $ 9,746 $ 6,563 $ 17,770 $ 11,117 BUNAVAIL ® 1,020 1,323 2,834 4,563 Net product sales $ 10,766 $ 7,886 $ 20,604 $ 15,680 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Federal Home Loan Banks [Abstract] | |
Summary of Allocated Stock-based Compensation Expense | The Company’s stock-based compensation expense is allocated between research and development and selling, general and administrative as follows: Three months ended, Six months ended, Stock-based compensation expense June 30, June 30, June 30, June 30, Research and Development $ 0.03 $ 0.4 $ 1.1 $ 0.8 Selling, General and Administrative $ 1.1 $ 2.5 $ 2.9 $ 5.2 |
Key Assumptions Used in Determining Fair Value of Options Granted | The key assumptions used in determining the fair value of options granted during the six months ended June 30, 2018 follows: Expected price volatility 60.34%-68.77% Risk-free interest rate 2.05%-2.82% Weighted average expected life in years 6 years Dividend yield — |
Summary of Stock Option Activity | Option activity during the six months ended June 30, 2018 was as follows: Number of Weighted average Aggregate Outstanding at January 1, 2018 2,712,954 $ 3.68 $ 1,190 Granted in 2018: Officers and Directors 800,000 2.18 Employees 843,296 2.40 Exercised (196,541 ) 1.99 Forfeitures (327,428 ) 3.57 Outstanding at June 30, 2018 3,832,281 $ 3.18 $ 1,920 |
Summary of Restricted Stock Activity | Restricted stock activity during the six months ended June 30, 2018 was as follows: Number of Weighted Outstanding at January 1, 2018 4,706,895 $ 5.20 Granted: Executive officers 1,038,434 2.23 Directors 55,000 1.95 Employees 317,177 2.10 Vested (1,266,433 ) 2.38 Forfeitures (319,691 ) 2.48 Conversions (2,119,925 ) 2.72 Outstanding at June 30, 2018 2,411,457 $ 8.02 |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerators and Denominators of Basic and Diluted Earnings Per Common Share Computations | The following table reconciles the numerators and denominators of the basic and diluted earnings per common share computations (in thousands, except share and per share data). Three Months Ended Six Months Ended 2018 2017 2018 2017 Basic: Net (loss) income $ (9,770 ) $ (14,879 ) $ (20,479 ) $ 33,446 Weighted average common shares outstanding 59,400,317 55,388,774 58,735,351 54,949,901 Basic (loss) income per common share $ (0.16 ) $ (0.27 ) $ (0.35 ) $ 0.61 Diluted: Effect of dilutive securities: Net (loss) income $ (9,770 ) $ (14,879 ) $ (20,479 ) $ 33,446 Weighted average common shares outstanding 59,400,317 55,388,774 58,735,351 54,949,901 Effect of dilutive options and warrants — — — 886,868 Diluted weighted average common shares outstanding 59,400,317 55,388,774 58,735,351 55,836,769 Diluted (loss) income per common share $ (0.16 ) $ (0.27 ) $ (0.35 ) $ 0.60 |
Organization, basis of presen29
Organization, basis of presentation and summary of significant policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Inventory obsolescence reserved | $ 655 | $ 243 |
Sales return maximum duration | 18 months | |
Offered period for sales return prior to expiration | 6 months | |
Offered period for sales return subsequent to expiration | 12 months | |
Discount for prompt payment | 2.00% |
Revenue from Contracts with C30
Revenue from Contracts with Customers - Additional Information (Detail) $ in Thousands | Jan. 01, 2018USD ($) |
Revenue from Contract with Customer [Abstract] | |
Cumulative impact to retained earnings of accounting change | $ 135 |
Revenue from Contracts with C31
Revenue from Contracts with Customers - Impact of Adoption of Asc 606 on Company's Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | $ 9,410 | $ 8,852 | |
Accumulated deficit | (325,400) | $ (305,056) | |
Accounting Standards Update 2014-09 [Member] | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | $ 8,987 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | 9,062 | ||
Accumulated deficit | (325,748) | ||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | 348 | ||
Accumulated deficit | $ 348 |
Revenue from Contracts with C32
Revenue from Contracts with Customers - Impact of Adoption of Asc 606 on Company's Condensed Consolidated Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Revenues | $ 12,175 | $ 8,744 | $ 23,456 | $ 38,220 |
Net loss attributable to common stockholders | (9,770) | (14,879) | (20,479) | 33,446 |
Product Sales [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Revenues | 10,766 | 7,886 | 20,604 | 15,680 |
Product Royalty Revenues [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Revenues | 1,386 | $ 613 | 1,826 | 2,273 |
Contract Revenues [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Revenues | 23 | 1,026 | $ 20,000 | |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Revenues | 12,152 | 23,243 | ||
Net loss attributable to common stockholders | (9,793) | (20,692) | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Product Sales [Member] | Accounting Standards Update 2014-09 [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Revenues | 10,766 | 20,604 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Product Royalty Revenues [Member] | Accounting Standards Update 2014-09 [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Revenues | 1,386 | 1,826 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Contract Revenues [Member] | Accounting Standards Update 2014-09 [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Revenues | 813 | |||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Revenues | 23 | 213 | ||
Net loss attributable to common stockholders | 23 | 213 | ||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Contract Revenues [Member] | Accounting Standards Update 2014-09 [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Revenues | $ 23 | $ 213 |
Revenue from Contracts with C33
Revenue from Contracts with Customers - Summary of Accounts Receivables with Customers from Contracts (Detail) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Accounts receivable with customers | $ 9,410 | $ 8,852 | ||
Changes in accounts receivable with customers | $ 423 | $ 2,458 | ||
Accounting Standards Update 2014-09 [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Accounts receivable with customers | $ 8,987 |
Liquidity and Management's Pl34
Liquidity and Management's Plans - Additional Information (Detail) - USD ($) $ in Thousands | May 21, 2018 | May 17, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Jan. 06, 2017 |
Liquidity And Managements Plans [Line Items] | ||||||
Cash | $ 55,724 | $ 27,508 | $ 21,195 | $ 32,019 | ||
Net cash flows from operating activities | (11,745) | $ (16,711) | ||||
Stockholders' equity | 40,737 | $ 8,877 | ||||
Proceed from close of preferred stock | $ 47,900 | $ 50,000 | ||||
Series B Non-Voting Convertible Preferred Stock [Member] | ||||||
Liquidity And Managements Plans [Line Items] | ||||||
Series B issuance, shares | 5,000 |
Inventory - Summary of Inventor
Inventory - Summary of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials & supplies | $ 713 | $ 1,338 |
Work-in-process | 3,100 | 3,135 |
Finished goods | 3,010 | 1,861 |
Obsolescence reserve | (655) | (243) |
Total inventories | $ 6,168 | $ 6,091 |
Accounts Payable and Accrued 36
Accounts Payable and Accrued Liabilities - Summary of Components of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 10,056 | $ 12,236 |
Accrued rebates | 7,056 | 5,648 |
Accrued compensation and benefits | 1,757 | 3,472 |
Accrued acquisition costs | 1,412 | 2,311 |
Accrued returns | 1,293 | 915 |
Accrued royalties | 503 | 488 |
Accrued clinical trial costs | 317 | 234 |
Accrued legal | 227 | 216 |
Accrued other | 607 | 629 |
Total accounts payable and accrued liabilities | $ 23,228 | $ 26,149 |
Property and Equipment - Summar
Property and Equipment - Summarized Category of Fixed Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant & equipment, gross | $ 6,928 | $ 6,806 |
Less accumulated depreciation and amortization | (3,562) | (3,028) |
Total property and equipment, net | 3,366 | 3,778 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant & equipment, gross | 5,623 | 5,428 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant & equipment, gross | 413 | 399 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant & equipment, gross | 169 | 169 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant & equipment, gross | 44 | 44 |
Idle Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant & equipment, gross | $ 679 | $ 766 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 200 | $ 1,500 | $ 456 | $ 226 |
License Agreements and Acquir39
License Agreements and Acquired Product Rights - Additional Information (Detail) $ in Millions, $ in Millions | 1 Months Ended | 6 Months Ended | ||
Mar. 31, 2018USD ($) | Mar. 31, 2018CAD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | |
Collaborative Arrangement, Product [Member] | Purdue Pharma [Member] | BELBUCA [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Milestone based payments received | $ 0.8 | $ 1 | ||
TTY License and Supply Agreement [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Milestone payment received | $ 0.9 | $ 0.4 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | May 16, 2018 | Dec. 26, 2017 | Feb. 21, 2017 | Jun. 30, 2018 |
Debt Instrument [Line Items] | ||||
Interest period of loan agreement | 1 year | |||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Market capitalization | $ 200,000,000 | |||
CRG [Member] | Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
License termination effective date | Feb. 21, 2017 | |||
Borrowings outstanding | $ 45,000,000 | |||
Loan agreement term | 6 years | |||
Loan agreement interest only term | 3 years | |||
Interest on borrowings | 12.50% | |||
Interest on borrowings, interest only period percentage | 3.50% | |||
Final payment fee rate | 9.00% | |||
Prepayment period of outstanding principal and accrued unpaid interest | 5 years | |||
Prepayment fee after | $ 0 | |||
CRG [Member] | Tranche One [Member] | Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Additional borrowing capacity upon milestone achievement | $ 15,000,000 | |||
CRG [Member] | Tranche Two [Member] | Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from line of credit | $ 15,000,000 |
Notes Payable - Future Maturiti
Notes Payable - Future Maturities of the Notes Payable Obligation (Detail) - CRG [Member] - Line of Credit [Member] $ in Thousands | Jun. 30, 2018USD ($) |
Debt Instrument [Line Items] | |
2,018 | $ 0 |
2,019 | 0 |
2,020 | 0 |
2,021 | 30,347 |
2,022 | 30,347 |
Total maturities | 60,694 |
Unamortized discount and loan costs | (11,300) |
Total notes payable obligation | $ 49,394 |
Net Sales by Product - Summary
Net Sales by Product - Summary of Net Sales by Product (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Sales Information [Line Items] | ||||
Net product sales | $ 12,175 | $ 8,744 | $ 23,456 | $ 38,220 |
BELBUCA [Member] | ||||
Sales Information [Line Items] | ||||
Net product sales | 9,746 | 6,563 | 17,770 | 11,117 |
BUNAVAIL [Member] | ||||
Sales Information [Line Items] | ||||
Net product sales | 1,020 | 1,323 | 2,834 | 4,563 |
Product Sales [Member] | ||||
Sales Information [Line Items] | ||||
Net product sales | $ 10,766 | $ 7,886 | $ 20,604 | $ 15,680 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional information (Detail) - USD ($) | May 17, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost related to non-vested share-based compensation awards granted | $ 5,200,000 | ||
Unrecognized compensation cost related to non-vested share-based compensation awards granted year | 2,021 | ||
Stock option exercisable | 1,767,831 | ||
Common stock par value | $ 0.001 | $ 0.001 | |
Beneficial ownership limitation | 9.98% | ||
Warrant outstanding | 2,136,020 | ||
Warrant exercise price per share | $ 2.60 | ||
Series B Non-Voting Convertible Preferred Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Sale and issue of preferred stock, par value | $ 0.001 | $ 0.001 | |
Series B Preferred Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock par value | $ 0.001 | ||
Conversion amount | $ 10,000 | ||
Conversion price | $ 1.80 | ||
Shares converted in to common stock shares | 27,777,778 | ||
Notice period | 61 days | ||
Minimum [Member] | Series B Preferred Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity Method Investment, Ownership Percentage | 9.98% | ||
Maximum [Member] | Series B Preferred Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity Method Investment, Ownership Percentage | 19.99% | ||
William Blair And Company Llc [Member] | Series B Non-Voting Convertible Preferred Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Sale and issue of preferred stock | 5,000 | ||
Sale and issue of preferred stock, par value | $ 0.001 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of equity instruments awarded in period | 1,410,611 | ||
Vesting period of shares | 3 years | ||
Fair market value of RSUs granted | $ 3,100,000 | ||
Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of equity instruments awarded in period | 1,643,296 | ||
Fair market value of shares granted | $ 2,400,000 | ||
Term of options granted period | 10 years | ||
Vesting period of shares | 3 years | ||
Employees [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of equity instruments awarded in period | 317,177 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Allocated Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 30 | $ 400 | $ 1,100 | $ 800 |
Selling, General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 1,100 | $ 2,500 | $ 2,900 | $ 5,200 |
Stockholders' Equity - Key Assu
Stockholders' Equity - Key Assumptions Used in Determining Fair Value of Options Granted (Detail) | 6 Months Ended |
Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected life in years | 6 years |
Dividend yield | 0.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected price volatility | 60.34% |
Risk-free interest rate | 2.05% |
Dividend yield | 0.00% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected price volatility | 68.77% |
Risk-free interest rate | 2.82% |
Dividend yield | 0.00% |
Stockholders' Equity - Summar46
Stockholders' Equity - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, Outstanding at beginning of period | 2,712,954 | |
Number of shares, Exercised | (196,541) | |
Number of shares, Forfeitures | (327,428) | |
Number of shares, Outstanding at end of period | 3,832,281 | |
Weighted average exercise price per share, Outstanding at beginning of period | $ 3.68 | |
Weighted average exercise price per share, Exercised | 1.99 | |
Weighted average exercise price per share, Forfeitures | 3.57 | |
Weighted average exercise price per share, Outstanding at end of period | $ 3.18 | |
Aggregate intrinsic value, Outstanding, balance | $ 1,920 | $ 1,190 |
Officers and Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, Granted | 800,000 | |
Weighted average exercise price per share, Granted | $ 2.18 | |
Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, Granted | 843,296 | |
Weighted average exercise price per share, Granted | $ 2.40 |
Stockholders' Equity - Summar47
Stockholders' Equity - Summary of Restricted Stock Activity (Detail) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Granted | 1,643,296 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of restricted shares, Outstanding at beginning of period | 4,706,895 |
Number of Shares, Granted | 1,410,611 |
Number of restricted shares, Vested | (1,266,433) |
Number of restricted shares, Forfeitures | (319,691) |
Number of restricted shares, Conversions | (2,119,925) |
Number of restricted shares, Outstanding at end of period | 2,411,457 |
Weighted average fair market value per RSU, Outstanding at beginning of period | $ / shares | $ 5.20 |
Weighted average fair market value per RSU, Vested | $ / shares | 2.38 |
Weighted average fair market value per RSU, Forfeitures | $ / shares | 2.48 |
Weighted average fair market value per RSU, Conversions | $ / shares | 2.72 |
Weighted average fair market value per RSU, Outstanding at end of period | $ / shares | $ 8.02 |
Restricted Stock Units (RSUs) [Member] | Executive Officers [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Granted | 1,038,434 |
Weighted average fair market value per RSU, Granted | $ / shares | $ 2.23 |
Restricted Stock Units (RSUs) [Member] | Directors [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Granted | 55,000 |
Weighted average fair market value per RSU, Granted | $ / shares | $ 1.95 |
Restricted Stock Units (RSUs) [Member] | Employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Granted | 317,177 |
Weighted average fair market value per RSU, Granted | $ / shares | $ 2.10 |
Earnings per Common Share - Rec
Earnings per Common Share - Reconciliation of Numerators and Denominators of Basic and Diluted Earnings Per Common Share Computations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Basic: | ||||
Net (loss) income | $ (9,770) | $ (14,879) | $ (20,479) | $ 33,446 |
Weighted average common shares outstanding | 59,400,317 | 55,388,774 | 58,735,351 | 54,949,901 |
Basic (loss) income per common share | $ (0.16) | $ (0.27) | $ (0.35) | $ 0.61 |
Effect of dilutive securities: | ||||
Net (loss) income | $ (9,770) | $ (14,879) | $ (20,479) | $ 33,446 |
Weighted average common shares outstanding | 59,400,317 | 55,388,774 | 58,735,351 | 54,949,901 |
Effect of dilutive options and warrants | 886,868 | |||
Diluted weighted average common shares outstanding | 59,400,317 | 55,388,774 | 58,735,351 | 55,836,769 |
Diluted (loss) income per common share | $ (0.16) | $ (0.27) | $ (0.35) | $ 0.60 |
Earnings per Common Share - Add
Earnings per Common Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Securities excluded from computation of diluted earnings per share | 23,849,633 | 10,037,017 | 17,334,492 | 7,747,726 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - $ / shares | Aug. 02, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||
Common shares, authorized | 75,000,000 | 75,000,000 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common shares, authorized | 125,000,000 | ||
Subsequent Event [Member] | Series B Convertible Preference Shares [Member] | |||
Subsequent Event [Line Items] | |||
Preferred stock ,par value | $ 0.001 |