Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35935 | |
Entity Registrant Name | PORTOLA PHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-0216859 | |
Entity Address, Address Line One | 270 E. Grand Avenue | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 246-7000 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | PTLA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 78,483,617 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001269021 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 196,235 | $ 215,229 |
Short-term investments | 166,661 | 214,054 |
Restricted cash | 4,274 | 3,421 |
Trade and other receivables, net | 7,410 | 13,547 |
Unbilled - collaboration and license revenue | 3,408 | 3,783 |
Inventories | 3,576 | 4,101 |
Prepaid and other current assets | 10,374 | 7,998 |
Total current assets | 391,938 | 462,133 |
Property and equipment, net | 4,872 | 4,264 |
Operating lease right-of-use assets | 11,112 | 12,064 |
Inventories, noncurrent portion | 70,439 | 56,096 |
Long-term investments | 31,164 | 36,961 |
Prepaid and other long-term assets | 3,781 | 6,965 |
Total assets | 513,306 | 578,483 |
Current liabilities: | ||
Accounts payable | 13,455 | 12,739 |
Accrued research and development | 17,230 | 19,249 |
Accrued and other liabilities | 39,920 | 49,773 |
Deferred revenue, current portion | 1,188 | 1,623 |
Current portion of notes payable and long-term royalty-based debt | 8,706 | 19,034 |
Total current liabilities | 80,499 | 102,418 |
Notes payable, less current portion | 46,269 | 43,100 |
Long term royalty-based debt, less current portion | 171,237 | 162,897 |
Long term debt | 118,400 | 118,096 |
Long term obligation to collaborator, less current portion | 5,734 | 5,060 |
Deferred revenue, long-term | 4,296 | 4,352 |
Long-term portion of lease liabilities | 7,786 | 8,850 |
Other long-term liabilities | 7,052 | 3,885 |
Total liabilities | 441,273 | 448,658 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 150,000 shares authorized at March 31, 2020 and December 31, 2019; 78,484 shares and 77,925, shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 80 | 80 |
Additional paid-in capital | 1,956,263 | 1,946,077 |
Accumulated deficit | (1,885,138) | (1,816,367) |
Accumulated other comprehensive income | 828 | 35 |
Total stockholders’ equity | 72,033 | 129,825 |
Total liabilities and stockholders’ equity | $ 513,306 | $ 578,483 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 78,484,000 | 77,925,000 |
Common stock, shares outstanding (in shares) | 78,484,000 | 77,925,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total revenues | $ 26,389 | $ 22,169 |
Operating expenses: | ||
Cost of sales | 4,320 | 7,150 |
Research and development | 26,089 | 35,584 |
Selling, general and administrative | 54,418 | 53,034 |
Total operating expenses | 84,827 | 95,768 |
Loss from operations | (58,438) | (73,599) |
Interest and other (expense) income, net | (2,186) | 1,984 |
Interest expense | (8,147) | (6,481) |
Net loss | (68,771) | (78,096) |
Net income attributable to noncontrolling interest | 0 | (60) |
Net loss attributable to Portola | $ (68,771) | $ (78,156) |
Net loss per share attributable to Portola common stockholders: | ||
Basic and diluted (in dollars per share) | $ (0.88) | $ (1.17) |
Shares used to compute net loss per share attributable to Portola common stockholders: | ||
Basic and diluted (in shares) | 78,171,313 | 67,070,168 |
Product revenue, net | ||
Revenues: | ||
Total revenues | $ 25,637 | $ 20,362 |
Collaboration and license revenue | ||
Revenues: | ||
Total revenues | $ 752 | $ 1,807 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (68,771) | $ (78,096) |
Other comprehensive income: | ||
Unrealized gain on available-for-sale securities | 561 | 203 |
Foreign currency translation adjustment | 232 | 0 |
Comprehensive loss | (67,978) | (77,893) |
Comprehensive income attributable to noncontrolling interest | 0 | (60) |
Total comprehensive loss attributable to Portola | $ (67,978) | $ (77,953) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Balance at beginning of year (in shares) at Dec. 31, 2018 | 66,618 | |||||
Balance at beginning of year at Dec. 31, 2018 | $ 90,567 | $ 68 | $ 1,614,320 | $ (1,525,704) | $ (283) | $ 2,166 |
Issuance of common stock pursuant to equity award plans (in shares) | 1,359 | |||||
Issuance of common stock pursuant to equity award plans | 25,662 | $ 2 | 25,660 | |||
Stock-based compensation expense | 12,312 | 12,312 | ||||
Other comprehensive income | 203 | 203 | ||||
Net (loss) income | (78,096) | (78,156) | 60 | |||
Change in noncontrolling interest | 2 | 2 | ||||
Balance at end of the year (in shares) at Mar. 31, 2019 | 67,977 | |||||
Balance at end of the year at Mar. 31, 2019 | 50,650 | $ 70 | 1,652,292 | (1,603,860) | (80) | $ 2,228 |
Balance at beginning of year (in shares) at Dec. 31, 2019 | 77,925 | |||||
Balance at beginning of year at Dec. 31, 2019 | 129,825 | $ 80 | 1,946,077 | (1,816,367) | 35 | |
Issuance of common stock pursuant to equity award plans (in shares) | 559 | |||||
Issuance of common stock pursuant to equity award plans | 379 | 379 | ||||
Stock-based compensation expense | 9,807 | 9,807 | ||||
Other comprehensive income | 793 | 793 | ||||
Net (loss) income | (68,771) | (68,771) | ||||
Balance at end of the year (in shares) at Mar. 31, 2020 | 78,484 | |||||
Balance at end of the year at Mar. 31, 2020 | $ 72,033 | $ 80 | $ 1,956,263 | $ (1,885,138) | $ 828 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities | ||
Net loss | $ (68,771) | $ (78,096) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 638 | 792 |
Amortization of right-of-use assets | 1,171 | 459 |
Accretion of discount on investment securities | (139) | (262) |
Non-cash interest expense | 5,066 | 6,481 |
Stock-based compensation expense, net of capitalized labor | 9,480 | 17,894 |
Remeasurement loss (gain) on embedded derivatives liabilities | 3,169 | (472) |
Provision for excess and obsolete inventories | 2,110 | 3,945 |
Foreign currency remeasurement loss | 252 | 0 |
Changes in operating assets and liabilities: | ||
Inventories | (15,601) | 1,498 |
Trade and other receivables, net | 6,137 | (5,938) |
Unbilled - collaboration and license revenue | 375 | 3,563 |
Prepaid and other current assets | (2,328) | 1,986 |
Prepaid and other long-term assets | 3,230 | (11,042) |
Accounts payable | 585 | (4,489) |
Accrued research and development | (2,019) | (1,455) |
Accrued and other liabilities | (10,243) | 3,225 |
Deferred revenue | (491) | 303 |
Notes payable and long term royalty-based debt | (3,721) | (2,027) |
Net cash used in operating activities | (71,100) | (63,635) |
Investing activities | ||
Capital expenditures, net | (963) | (327) |
Purchases of investments | (46,473) | (41,708) |
Proceeds from maturities of investments | 100,363 | 124,138 |
Net cash provided by investing activities | 52,927 | 82,103 |
Financing activities | ||
Proceeds from debt issuance, net | 0 | 59,203 |
Proceeds from issuance of common stock pursuant to equity award plans | 379 | 10,637 |
Payments of long-term obligation to collaborator | (278) | 0 |
Net cash provided by financing activities | 101 | 69,840 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (23) | 0 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (18,095) | 88,308 |
Cash, cash equivalents and restricted cash at beginning of period | 218,650 | 140,013 |
Cash, cash equivalents and restricted cash at end of period | $ 200,555 | $ 228,321 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Portola Pharmaceuticals, Inc. ® (the “Company” or "Portola" or “we” or “our” or “us”) is a biopharmaceutical company focused on the development and commercialization of novel therapeutics in the areas of thrombosis, other hematologic diseases and inflammation for patients who currently have limited or no approved treatment options. We were incorporated in September 2003 in Delaware. We have operations in the United States and in select countries in Europe, with headquarters in South San Francisco, California. We operate in one segment. Our lead product, Andexxa [coagulation factor Xa (recombinant), inactivated-zhzo], which we are marketing under the brand name of Ondexxya in Europe, is the first and only antidote approved by the U.S. Food and Drug Administration (“FDA”) and the European Commission (“EC”), respectively, for patients treated with rivaroxaban or apixaban, when reversal of anticoagulation is needed due to life-threatening or uncontrolled bleeding. We are conducting clinical trials on cerdulatinib, an investigational oral, dual spleen tyrosine kinase (“SYK”) and Janus kinase (“JAK”) inhibitor in development to treat hematologic cancers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Consolidation and Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Portola and its wholly-owned subsidiaries. During the third quarter of 2019, we deconsolidated SRX Cardio, LLC (“SRX Cardio”), a variable interest entity for which Portola was deemed, under applicable accounting guidance, to be the primary beneficiary and as such, had been consolidated by us since 2015. The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP has been condensed or omitted. These Condensed Consolidated Financial Statements have been prepared on the same basis as our annual Consolidated Financial Statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of our financial information. The accompanying unaudited Condensed Consolidated Financial Statements and related financial information should be read in conjunction with the audited Consolidated Financial Statements and the related notes thereto for the year ended December 31, 2019 included in our Annual Report on Form 10-K filed on February 28, 2020 with the SEC. We have incurred substantial operating losses since inception and expect to continue to incur operating losses in the near term. We estimate our existing capital resources, together with interest thereon, to be sufficient to meet our projected operating requirements into the second quarter of 2021 while maintaining compliance with covenants pursuant to the 2019 Credit Agreement of a minimum of $50.0 million of cash on hand. In light of the estimated costs to support the global launch and continued development of Andexxa, we will need to implement cost saving measures, defer the timing of capital expenditures and potentially raise additional capital through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and/or other marketing and distribution arrangements. There can be no assurance that additional financing will be available on acceptable terms, if at all. If we are unable to obtain needed financing, we will need to curtail planned activities to reduce costs. Doing so will likely have an unfavorable effect on our ability to execute on our business plan, and have an adverse effect on our business, results of operations and future prospects. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period or for any other future year. The Condensed Consolidated Balance Sheet as of December 31, 2019 has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. Use of Estimates The preparation of Condensed 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, disclosure of contingent liabilities and the reported amounts of revenues and expenses in these Condensed Consolidated Financial Statements and the accompanying notes. On an ongoing basis, we evaluate our significant accounting policies and estimates. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results may differ from those estimates. Cash as Reported in Condensed Consolidated Statements of Cash Flows Cash as reported in these Condensed Consolidated Statements of Cash Flows includes the aggregate amounts of cash and cash equivalents and restricted cash. As of March 31, 2020 , restricted cash represents cash restricted for royalty payments to HealthCare Royalty Partners and its affiliates (“HCR”) and cash held as security deposits for our office leases in Europe. Cash restricted for HCR royalty payments is classified as a current asset, while cash restricted for the Germany office lease is classified as a non-current asset, included in prepaid and other long-term assets in our Condensed Consolidated Balance Sheets. Cash as reported in these Condensed Consolidated Statements of Cash Flows consists of the following (in thousands): March 31, 2020 December 31, 2019 March 31, 2019 December 31, 2018 Cash and cash equivalents $ 196,235 $ 215,229 $ 226,793 $ 138,951 Restricted cash (SRX Cardio) — — 29 30 Restricted cash for royalty payments to HCR 4,266 3,375 1,499 1,032 Restricted cash for office leases in Europe 54 46 — — Total cash balance in Condensed Consolidated Statements of Cash Flows $ 200,555 $ 218,650 $ 228,321 $ 140,013 Customer Concentration During the three months ended March 31, 2020 , we had four Andexxa specialty distributor customers who each accounted for 10% or more of total net revenues, and no collaboration revenue customers that accounted for more than 10% of total net revenues. During the three months ended March 31, 2019 , we had four Andexxa specialty distributor customers who each accounted for 10% or more of total net revenues, and no collaboration revenue customers that accounted for more than 10% of total net revenues. Recent Accounting Pronouncements Adopted In March 2017 , the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments—Credit Losses (Topic 326) . This ASU implements an impairment model, known as the current expected credit loss model that is based on expected losses rather than incurred losses, and applies to most financial assets measured at amortized cost, such as trade and other receivable, and certain other instruments, such as available-for-sale debt securities. Entities are required to estimate expected credit losses over the life of financial assets and record an allowance against the assets’ amortized cost basis to present them at the amount expected to be collected. Additionally, the guidance amends the impairment model for available-for-sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on such debt security is a credit loss. We adopted the standard on January 1, 2020 under the modified-retrospective approach. Upon adoption, the standard did not have an impact on our Condensed Consolidated Financial Statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This standard modifies certain disclosure requirements on fair value measurements. We adopted the standard on January 1, 2020 under the prospective approach as it relates to the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Upon adoption, the standard did not have a material impact on our disclosures. For the new disclosures regarding our Level 3 instruments, see Note 4, Fair Value Measurements, to these Condensed Consolidated Financial Statements. In August 2018, the FASB issued ASU 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 . This ASU aligns 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. Accordingly, this ASU requires a customer in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. We adopted the standard on January 1, 2020 under the prospective approach. Upon adoption, the standard did not have an impact on our Condensed Consolidated Financial Statements and related disclosures. In November 2018, the FASB issued ASU 2018-18, Collaborative arrangements (Topic 808): Clarifying the interaction between Topic 808 and Topic 606 . This ASU clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer and precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. We adopted the standard on January 1, 2020 retrospectively to the date of our initial application of Topic 606 and only to contracts that were not completed at the date of initial application of Topic 606. Upon adoption, the standard did not have an impact on our Condensed Consolidated Financial Statements and related disclosures. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The following tables present our revenues disaggregated by timing of transfer of goods or services (in thousands): Three Months Ended March 31, 2020 Product Revenue, net Collaboration and License Revenue Total Timing of revenue recognition: Transferred at a point in time $ 25,637 $ — $ 25,637 Transferred over time — 752 752 Total $ 25,637 $ 752 $ 26,389 Three Months Ended March 31, 2019 Product Revenue, net Collaboration and License Revenue Total Timing of revenue recognition: Transferred at a point in time $ 20,362 $ — $ 20,362 Transferred over time — 1,807 1,807 Total $ 20,362 $ 1,807 $ 22,169 Product Revenue, Net To date, our sources of product revenue have primarily been from the U.S. sales of Andexxa, which we began shipping to customers in May 2018, and from the EU sales of Ondexxya, which we began shipping to customers in July 2019. No costs to obtain or fulfill the contracts have been capitalized. For the three months ended March 31, 2020 and March 31, 2019 , we recorded a total of $5.2 million and $2.4 million , respectively, as a reduction to revenue consisting primarily of reserves for product returns, chargebacks and estimated distribution fees. The following table presents our net product revenues disaggregated by geographic region (in thousands): Three Months Ended March 31, 2020 2019 United States $ 23,055 $ 20,362 Europe 2,582 — Total revenues $ 25,637 $ 20,362 Net product revenues are attributed to geographic region based on the bill-to location. Product Revenue Reserves The activities and ending reserve balances for each significant category of product revenue reserves (which constitute variable considerations) were as follows (in thousands): Return Chargebacks Other Total Balance at December 31, 2019 $ 7,561 $ 899 $ 2,661 $ 11,121 Provision related to sales made in: Current periods 2,720 1,338 1,100 5,158 Payments and customer credits issued (1,121 ) (1,483 ) (1,712 ) (4,316 ) Balance at March 31, 2020 $ 9,160 $ 754 $ 2,049 $ 11,963 Collaboration and License Revenue The following table presents changes in our contract assets and liabilities for the three months ended March 31, 2020 (in thousands): Balance at Beginning of Period Addition Deduction Balance at End of Period Contract assets: Unbilled - collaboration and license revenue $ 3,783 $ 366 $ (741 ) $ 3,408 Total contract assets $ 3,783 $ 366 $ (741 ) $ 3,408 Contract liabilities: Deferred revenue $ 5,518 $ — $ (622 ) $ 4,896 Total contract liabilities $ 5,518 $ — $ (622 ) $ 4,896 Significant changes in the contract liabilities balances during the period are as follows (in thousands): Three Months Revenue recognized according to the current period performance that was included in the contract liability at the beginning of the period $ 314 The following table includes estimated revenue expected to be recognized in the future, related to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2020 (in thousands): Collaborator Transaction Price Expected Year By Which Revenue Recognition Will Be Completed Percentage of Revenue Recognized BMS and Pfizer - 2016 agreement $ 382 2021 97 % Daiichi Sankyo - 2014 agreement 600 2021 98 % Daiichi Sankyo - 2016 agreement 1,969 2025 88 % Bayer - 2016 agreement 1,472 2025 91 % Total $ 4,423 Milestone payments or refundable advance payments that are not considered probable of being achieved are excluded from the transaction price until they are probable. Sales-based royalties, including milestone payments based on the level of sales, related to license arrangements are excluded from variable consideration and will be recognized at the later of (a) when the related sales occur, or (b) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, we have no t recognized any royalty revenue resulting from any of our licensing arrangements. Bristol-Myers Squibb Company ("BMS") and Pfizer, Inc. ("Pfizer") Agreement Terms In January 2014, we entered into an agreement with BMS and Pfizer to further study Andexxa as a reversal agent for their jointly-owned, FDA-approved oral Factor Xa inhibitor, apixaban, through Phase 3 studies (the “2014 BMS and Pfizer Agreement”). We were responsible for the cost of conducting this clinical study. In February 2016, we entered into a collaboration and license agreement with BMS and Pfizer whereby BMS and Pfizer obtained exclusive rights to develop and commercialize Andexxa in Japan (the “2016 BMS and Pfizer Agreement”). BMS and Pfizer are responsible for all development, regulatory and commercial activities in Japan and we will reimburse BMS and Pfizer for expenses they incur for research and development activities specific to Factor Xa inhibitors other than apixaban. Pursuant to this agreement, we are obligated to provide certain research and development activities outside of Japan, provide clinical drug supply and related manufacturing services and to participate on various committees in exchange for a non-refundable upfront fee of $15.0 million . We are also eligible to receive, contingent payments totaling up to $20.0 million which may be earned upon achievement of certain regulatory events and up to $70.0 million which may be earned upon achievement of specified annual net sales volumes in Japan. We are also entitled to receive royalties ranging from 5% to 15% on net sales of Andexxa in Japan. Revenue Recognition We assessed the 2014 BMS and Pfizer Agreement and the 2016 BMS and Pfizer Agreement in accordance with ASC 606 and concluded that BMS and Pfizer are customers. For the 2014 BMS and Pfizer Agreement, we determined that the duration of the contract began on the effective date in January 2014 and ends upon Andexxa approval in the United States and Europe, which was achieved in 2019. All the performance obligations under this agreement were delivered and we recognized all related revenues by the first quarter of 2019. For the 2016 BMS and Pfizer Agreement, we determined that the duration of the contract begins on the effective date in February 2016 and ends upon estimated completion of the Andexxa Phase 4 expansion clinical trial in Japan. We determined that the transaction price of the 2016 BMS and Pfizer Agreement was $10.8 million as of March 31, 2020 which includes routine updates for estimated costs that BMS and Pfizer will incur in developing Andexxa in Japan. In determining the transaction price, we evaluated all the payments to be received during the duration of the contract. As of March 31, 2020 , the transaction price included a $15.0 million upfront payment, $5.0 million for acceptance of the Japan New Drug Application in Japan, as management expects it to be probable of achievement, $4.3 million of estimated variable consideration for cost-sharing payments from BMS and Pfizer for agreed upon research and development services for clinical trials outside of Japan, and $0.6 million for the cost of Andexxa clinical supply provided to BMS and Pfizer for Andexxa Phase 4 expansion clinical trial in Japan. Our transaction price is reduced by $14.1 million for estimated payments to be made to BMS and Pfizer for costs they will incur in developing Andexxa in Japan. Regulatory approval milestones were fully constrained and therefore are not included in the transaction price, as the receipts of such milestones are outside of our control. In determining whether to constrain other milestones, we considered numerous factors, including whether receipt of the milestones is within our control, contingent upon success in future clinical trials and/or the licensee’s efforts. Any consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur as they were determined to relate predominantly to the license granted to BMS and Pfizer and therefore have also been excluded from the transaction price. We will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. For the three months ended March 31, 2020 , we recognized a $0.3 million reversal of license and collaboration revenue under the 2016 BMS and Pfizer Agreement and recorded $4.3 million as deferred revenue under contract liabilities as of March 31, 2020 on the Condensed Consolidated Balance Sheets. For the termination of the 2016 BMS and Pfizer agreement, please read Note 12, Subsequent event, to these Condensed Consolidated Financial Statements. Daiichi Sankyo, Inc. (“Daiichi Sankyo”) Agreement Terms In July 2014, we entered into an agreement with Daiichi Sankyo to study the safety and efficacy of Andexxa as a reversal agent to edoxaban, in our Phase 3 and Phase 4 studies (the “2014 Daiichi Sankyo Agreement”). We are responsible for the cost of conducting these clinical studies. Pursuant to our agreement with Daiichi Sankyo we are obligated to provide research, development and regulatory services and to manufacture and supply Andexxa in exchange for an upfront nonrefundable fee of $15.0 million , up to two contingent payments totaling $5.0 million which are payable upon the initiation of our Phase 3 study and achievement of certain events associated with scaling up our manufacturing process to support a commercial launch, and up to four payments totaling $20.0 million which are payable upon acceptance of filing and regulatory approval of Andexxa as a reversal agent to edoxaban by the FDA and the European Medicines Agency (“EMA”). In October 2016, we amended this agreement to expedite the expansion of our Phase 4 trial in exchange for an upfront fee of $15.0 million , $8.0 million of which is payable back to Daiichi Sanko based solely on quarterly royalty payments of 1% of world-wide net sales of Andexxa. We are also eligible to receive up to three contingent payments totaling $10.0 million payable upon achieving specified clinical site activation and patient enrollment targets. Additionally, the $2.5 million contingent payment associated with scaling up our manufacturing process from the original agreement has been removed by this amendment. In March 2016, we entered into an agreement with Daiichi Sankyo to perform an ESS-Study of Japanese ethnicity, perform any further studies requested by the Japanese regulatory authorities and to deliver services in connection with our collaboration agreement to commercialize Andexxa in Japan with BMS and Pfizer (the “2016 Daiichi Sankyo Agreement”). Daiichi Sankyo will reimburse us for 33% of our costs and expenses incurred to conduct the ESS-Study and between 33% and 100% of costs and expenses we incur for other studies that involve edoxaban under the terms of the arrangement. Revenue Recognition We assessed the 2014 Daiichi Sankyo Agreement as amended in October 2016 and the 2016 Daiichi Sankyo Agreement in accordance with ASC 606 and concluded that Daiichi Sankyo is a customer. For the 2014 Daiichi Sankyo Agreement, we determined that the duration of the contract begins on the effective date in July 2014 and ends upon Andexxa approval as a reversal agent to edoxaban in the United States and Europe, which we expect to be achieved in 2021. The contract duration is defined as the period in which parties to the contract have present enforceable rights and obligations. We analyzed the impact of Daiichi Sankyo’s terminating the agreement prior to Andexxa approval and determined that there were substantive non-monetary penalties to Daiichi Sankyo for doing so. We considered quantitative and qualitative factors to reach this conclusion. We determined that the transaction price of the 2014 Daiichi Sankyo Agreement and October 2016 amendment of this agreement was $34.0 million as of March 31, 2020 . In order to determine the transaction price, we evaluated all the payments to be received during the duration of the contract. As of March 31, 2020 , the transaction price included $22.0 million of upfront payments and $12.0 million in milestones already received upon achievement of specified events. As of March 31, 2020 , we had $5.5 million of further milestone payments eligible to be included in the transaction price but have determined they are not probable of achievement and therefore constrained. As part of our evaluation of the constraint, we considered numerous factors, including whether receipt of the milestones is outside of our control and/or contingent upon success in a future clinical trial. We will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. For the three months ended March 31, 2020 , we recognized $0.1 million as license and collaboration revenue under the combined 2014 Daiichi Sankyo Agreement and October 2016 amendment and recorded $0.6 million as deferred revenue under contract liabilities as of March 31, 2020 on the Condensed Consolidated Balance Sheets. There were no costs incurred to obtain or fulfill the contract. For the 2016 Daiichi Sankyo Agreement, we determined that the transaction price of the 2016 Daiichi Sankyo Agreement was $16.3 million as of March 31, 2020 , which includes routine updates for estimated reimbursable costs to be incurred in future periods. In order to determine the transaction price, we evaluated all the payments to be received during the duration of the contract. As of March 31, 2020 , the transaction price included $5.0 million of upfront payment and $4.5 million of estimated variable consideration for cost-sharing payments from Daiichi Sankyo for agreed upon research and development services incurred and to be incurred outside of Japan, including the ESS-study, and $6.8 million of estimated variable consideration for cost-sharing payments from Daiichi Sankyo associated with the development of Andexxa in Japan. As of March 31, 2020 , we had $10.0 million of further regulatory milestone payments eligible for achievement, however, regulatory milestones have been fully constrained and thus are not included in the transaction price. In determining whether to constrain these milestones, we considered numerous factors, including whether receipt of the milestones is within our control and/or contingent upon success in future clinical trials. We will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. For the three months ended March 31, 2020 , we recognized $0.3 million as license and collaboration revenue under the 2016 Daiichi Sankyo Agreement and recorded $1.5 million as Unbilled - collaboration and license revenue as of March 31, 2020 on the Condensed Consolidated Balance Sheets. None of the costs to obtain or fulfill the contract were capitalized. Bayer Pharma, AG (“Bayer”) and Janssen Pharmaceuticals, Inc. (“Janssen”) Agreement Terms In January 2014, we entered into an agreement with Bayer and Janssen to study Andexxa as a reversal agent to rivaroxaban in our Phase 3 studies and to seek regulatory approval in the United States and Europe (the “2014 Bayer and Janssen Agreement”). We are responsible for the costs associated with this agreement. Revenue Recognition We assessed the 2014 Bayer and Janssen Agreement in accordance with ASC 606 and concluded that Bayer and Janssen are customers. For the 2014 Bayer and Janssen Agreement, we determined that the duration of the contract begins on the effective date of the 2014 Bayer and Janssen Agreement and ends upon Andexxa approval in the United States and Europe for rivaroxaban, which was achieved in 2019. All the performance obligations under this agreement were delivered and we recognized all related revenues by the first quarter of 2019. None of the costs to obtain or fulfill the contract were capitalized. Bayer Pharma, AG (“Bayer”) Agreement Terms In February 2016, we entered into an agreement with Bayer to perform an ESS-Study of Japanese ethnicity, perform any further studies requested by the Japanese regulatory authorities and to deliver services in connection with our collaboration agreement to commercialize Andexxa in Japan with BMS and Pfizer (the “2016 Bayer Agreement”). Bayer will reimburse us 33% of our costs and expenses incurred to conduct the ESS-Study and between 33% and 100% of costs and expenses we incur for other studies that involve rivaroxaban under the terms of the arrangement. We are obligated to provide research and development services, to provide clinical drug supply and related manufacturing services and to provide regulatory approval services in exchange for an upfront nonrefundable fee of $5.0 million . We are also eligible to receive one payment of $10.0 million , which is payable upon the initial regulatory approval for Andexxa for rivaroxaban in Japan. The $10.0 million payment will be reduced to $7.0 million if Japanese regulatory approval is attained based only upon the ESS-Study results. Revenue Recognition We assessed the 2016 Bayer Agreement in accordance with ASC 606 and concluded that Bayer is a customer. We determined that the transaction price of the 2016 Bayer Agreement was $16.3 million as of March 31, 2020 which includes routine updates for estimated reimbursable costs to be incurred in future periods. In order to determine the transaction price, we evaluated all the payments to be received during the duration of the contract. As of March 31, 2020 , the transaction price included a $5.0 million upfront payment, $4.5 million of estimated variable consideration for cost-sharing payments from Bayer for agreed upon research and development services incurred and to be incurred outside of Japan including the ESS-study and $6.8 million of estimated variable consideration for cost-sharing payments from Bayer associated with the development of Andexxa in Japan. As of March 31, 2020 , we had $10.0 million of further regulatory milestone payments eligible for achievement, however, regulatory milestones have been fully constrained and thus are not included in the transaction price. In determining whether to constrain these milestones, we considered numerous factors, including whether receipt of the milestones is within our control and/or contingent upon success in future clinical trials. We will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. For the three months ended March 31, 2020 , we recognized $0.1 million as license and collaboration revenue under the 2016 Bayer Agreement and recorded $2.0 million as Unbilled - collaboration and license revenue as of March 31, 2020 on the Condensed Consolidated Balance Sheets. There were no costs incurred to obtain or fulfill the contract. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Financial assets and liabilities are recorded at fair value. The carrying amounts of our receivables from collaborations, prepaid and other current assets, accounts payable, accrued research and development and accrued and other liabilities approximate their fair value due to their short maturities. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1 -Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 -Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 -Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. In certain cases where there is limited activity or less transparency around inputs to valuation, the related assets or liabilities are classified as Level 3. Our embedded derivative liabilities are measured at fair value using a Monte Carlo simulation model or a discounted cash flow model and are included as a component of other long-term liabilities on the Condensed Consolidated Balance Sheets. The embedded derivative liabilities are subject to remeasurement at the end of each reporting period, with changes in fair value recognized as a component of interest and other (expense) income, net, in our Condensed Consolidated Statements of Operations, and as remeasurement gain or loss on embedded derivatives liabilities in our Condensed Consolidated Statements of Cash Flows. The assumptions used in the Monte Carlo simulation model or the discounted cash flow model include: (1) our estimates of both the probability and timing of regulatory approval of Andexxa and other related events; (2) the probability-weighted net sales of Andexxa; (3) our risk-adjusted discount rate that includes a company-specific risk premium; (4) our cost of debt; (5) volatility; and (6) the probability of a change in control occurring during the term of the note. There was no transfer into and out of Level 3 of the fair value hierarchy during the periods presented. The following table sets forth the fair value of our financial assets and liabilities (excluding restricted cash) allocated into Level 1 and Level 2 that were measured on a recurring basis (in thousands): March 31, 2020 December 31, 2019 Fair Value Hierarchy Amortized Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Amortized Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Money market funds Level 1 $ 54,735 $ — $ — $ 54,735 $ 23,826 $ — $ — $ 23,826 Corporate notes and commercial paper Level 2 207,206 64 (76 ) 207,194 284,410 9 (20 ) 284,399 U.S. Treasury bills and government agency securities Level 2 84,250 608 — 84,858 96,196 48 (1 ) 96,243 $ 346,191 $ 672 $ (76 ) $ 346,787 $ 404,432 $ 57 $ (21 ) $ 404,468 March 31, 2020 December 31, 2019 Classified as: Amortized Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Amortized Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Cash equivalents $ 148,944 $ 18 $ — $ 148,962 $ 153,453 $ — $ — $ 153,453 Short-term investments 166,314 407 (60 ) 166,661 214,029 35 (10 ) 214,054 Long-term investments 30,933 247 (16 ) 31,164 36,950 22 (11 ) 36,961 $ 346,191 $ 672 $ (76 ) $ 346,787 $ 404,432 $ 57 $ (21 ) $ 404,468 At March 31, 2020 , the remaining contractual maturities of available-for-sale securities classified as short-term investments were less than one year. At March 31, 2020 , the remaining contractual maturities of available-for-sale securities classified as long-term investments were more than one year, but less than two years. Unrealized losses for securities that have been in an unrealized loss position for more than 12 months as of March 31, 2020 and December 31, 2019 were not material. We have not recorded an allowance for credit losses, as we believe any such losses would be immaterial based on the high-grade credit rating for each of our available-for-sale securities as of the end of each period. We do not intend to sell our available-for-sale securities before their cost bases are recovered. Level 3 liabilities are comprised of embedded derivative liabilities, the Notes, long term royalty-based debt and long term debt as described in Note 7, Long Term Obligations, to these Condensed Consolidated Financial Statements. The following table summarizes the changes in the estimated fair value of our embedded derivative liabilities during the three -month period ended March 31, 2020 (in thousands): Embedded derivative liabilities Balance as of December 31, 2019 $ 3,866 Net change in the fair value 3,169 Balance as of March 31, 2020 $ 7,035 The following table summarizes the significant unobservable inputs in the fair value measurement of our Level 3 liabilities as of March 31, 2020 (in thousands): Level 3 Liabilities Fair value as of March 31, 2020 Valuation Technique Unobservable Input Range Weighted Average Notes payable and Long-term royalty based debt $ 151,000 Monte Carlo Discount rate 13.99% to 14.58% 14.15% Long-term debt 113,708 Discounted Cash Flow Discount rate 13.46% to 13.84% 13.74% Embedded derivative liabilities 7,035 Monte Carlo and Discounted Cash Flow Discount rate 13.46% to 14.58% 14.04% The weighted-average discount rate was calculated based on the relative fair value of our debts or derivative liabilities. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Inventories Inventories consisted of the following (in thousands): March 31, 2020 December 31, 2019 Raw materials $ 7,364 $ 9,504 Work in process 64,678 49,307 Finished goods 1,973 1,386 Total inventories $ 74,015 $ 60,197 Balance Sheet Classification Inventories $ 3,576 $ 4,101 Inventories, noncurrent portion 70,439 56,096 Total inventories $ 74,015 $ 60,197 We began capitalizing inventory for costs associated with Andexxa Gen 1 and Gen 2 supply upon FDA approval on May 3, 2018 and December 31, 2018, respectively. As of March 31, 2020 and December 31, 2019 , long-term inventories of $70.4 million and $56.1 million , respectively, are classified as inventories, noncurrent portion, as these inventories are not expected to be sold within the next twelve months, and the amount is deemed recoverable. As of March 31, 2020 and December 31, 2019 , we have made prepayments to manufacturers for the purchase of inventories. We classify prepayments to manufacturers as short or long-term assets based on whether the related inventories are expected to be utilized in the manufacturing process and/or sold within the next twelve months. As of March 31, 2020 and December 31, 2019 , long-term prepaid manufacturing of $0.9 million and $4.7 million , respectively, are classified as prepaid and other long-term assets. We recorded an excess and obsolescence inventory charge of $2.1 million and $3.9 million to cost of sales during the three months ended March 31, 2020 and 2019, respectively. In developing our inventory reserve estimate, we consider forecasted demand, current inventory levels and our firm purchase commitments. If it is determined that inventory utilization will further diminish based on estimates of demand compared to product expiration, additional inventory write-downs may be required. Accrued and Other Liabilities Accrued and other liabilities consist of the following (in thousands): March 31, 2020 December 31, 2019 Manufacturing related $ 4,055 $ 11,485 Compensation and employee benefits 12,495 16,099 Product revenue reserves 9,420 7,680 Current portion of lease liability 5,133 4,715 Accruals for sponsorship 2,600 4,433 Others 6,217 5,361 Total accrued and other liabilities $ 39,920 $ 49,773 |
Contract Manufacturing Agreemen
Contract Manufacturing Agreements | 3 Months Ended |
Mar. 31, 2020 | |
Long-term Commitment (Excluding Unconditional Purchase Obligation) [Abstract] | |
Contract Manufacturing Agreements | Contract Manufacturing Agreements Lonza Manufacturing Services Agreement In August 2017, we executed a Manufacturing Services Agreement with Lonza AG ("Lonza") to develop a second manufacturing site and to continue to develop our Gen 2 manufacturing process for Andexxa bulk drug substance and to manufacture commercial supply. The manufacturing commitments included therein were contingent upon marketing approval by either the FDA or the EMA of Andexxa manufactured under the Gen 2 process and will remain in effect for a period of ten years . Additionally, the agreement provides Lonza with two separate rights to purchase shares of our common stock at a purchase price of $1.00 per share, contingent upon certain events. The first purchase right was earned by Lonza upon the FDA approval of the Gen 2 process on December 31, 2018 and after Lonza commenced process transfer activities to an additional new facility in the first quarter of 2019. During the first quarter of 2019, Lonza exercised its right to purchase 500,000 shares of our common stock at $1.00 per share. We marked to market the liability-classified award up to the settlement date and recognized $5.8 million of non-employee stock based compensation expense classified as research and development expense during the first quarter of 2019. The second purchase right will be earned by Lonza upon the approval of the drug substance manufactured at the new facility and the number of shares will be determined based on the achievement of specified performance metrics at the new facility. The number of shares subject to the second purchase right is capped at the lesser of either: (1) the number of shares with an aggregate market value of $15.0 million based on a 20 day trailing market value average from the date such purchase right is earned by Lonza, or (2) 500,000 shares. As of March 31, 2020 , we have no t recognized any expense for the second purchase right because the related performance conditions include a regulatory approval condition and regulatory approval is not considered probable until actually achieved. |
Long Term Obligations
Long Term Obligations | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long Term Obligations | Long Term Obligations BMS and Pfizer Promissory Notes In December 2016, we entered into a supplemental funding support agreement with BMS and Pfizer whereby we received $50.0 million in exchange for two promissory notes totaling $65.0 million that become due in December 2024 (“Notes”). We may reduce the repayment amount to $62.5 million if such amount is paid by December 31, 2023 . The use of funds is restricted to development activities needed for regulatory approval of Andexxa by the FDA and the EMA as provided in the agreement. Pursuant to the terms of the agreement, we are required to pay down the Notes each quarter in an amount equal to 5% of net sales of Andexxa in the United States and the European Union ("EU"). The upfront cash receipt of $50.0 million is recorded as Notes payable at issuance. We are accruing for interest over the term of the Notes. The carrying values of the Notes payable includes accrued interest of $11.3 million and $10.7 million at March 31, 2020 and December 31, 2019 , respectively. Our payment obligations for the BMS and Pfizer Promissory Notes are as follows (in thousands): March 31, 2020 December 31, 2019 Total repayment obligations $ 65,000 $ 62,500 Less: interests to be accreted in future periods (7,424 ) (5,565 ) Less: payments made (6,743 ) (5,374 ) Carrying value of notes payable 50,833 51,561 Less: current portion of royalties (4,564 ) (8,461 ) Non-current portion of notes payable $ 46,269 $ 43,100 We evaluated the features of the Notes and determined that certain features require acceleration of payments such as pursuant to a change of control. We determined that these features (embedded derivatives) require bifurcation and fair value recognition. We determined the fair value of each derivative using a Monte Carlo simulation model, taking into account the probability of these events occurring and potential repayment amounts and timing of such payments that would result under various scenarios (see Note 4, Fair Value Measurements, to these Condensed Consolidated Financial Statements). We will remeasure the embedded derivatives to fair value each reporting period until the repayment, termination or maturity of the Notes. For the three months ended March 31, 2020 and 2019, we recognized a loss of $1.6 million and a gain of $0.5 million , respectively, upon remeasurement of the embedded derivatives. The estimated fair value of the Notes at March 31, 2020 and December 31, 2019 was $40.8 million and $47.3 million , respectively, and the fair value was measured using Level 3 inputs. The estimated fair market value was calculated using a Monte Carlo simulation model, with inputs consistent with those used in determining the embedded derivative values as described in Note 4, Fair Value Measurements, to these Condensed Consolidated Financial Statements. Royalty-based Financing In February 2017, we entered into a purchase and sale agreement (the “Royalty Sales Agreement”) with HCR whereby HCR acquired a term royalty interest in future worldwide net sales of Andexxa. We received $50.0 million upon closing and received an additional $100.0 million following the U.S. regulatory approval of Andexxa in May 2018. We are required to pay royalties to HCR based on tiered net worldwide sales of Andexxa in a range of 8.46% to 4.19% . The applicable rate decreases start when worldwide net annual sales levels are above $150.0 million . Total royalty payments are capped at 195% of the funding received less certain transaction expenses, or $290.6 million . Upon the closing of the Royalty Sales Agreement in February 2017, we incurred a fee to HCR of $2.0 million and paid additional debt issuance costs totaling $0.6 million , which included expenses that we paid on behalf of HCR and expenses incurred directly by us. Upon the subsequent funding of $100.0 million in May 2018, we incurred fees to HCR of $5.0 million . Fees and debt issuance costs have been netted against the debt and are being amortized over the estimated term of the debt using the effective interest method. The effective interest rate for the HCR royalty-based debt as of March 31, 2020 was 9.7% . We are accruing for interest over the term of the royalty-based debt. The carrying value of the royalty-based debt includes accrued interest of $48.5 million and $44.4 million , net of unamortized debt discount of $5.8 million and $5.9 million at March 31, 2020 and December 31, 2019 , respectively. Our payment obligations for HCR royalty-based debt are as follows (in thousands): March 31, 2020 December 31, 2019 Total repayment obligations $ 290,550 $ 290,550 Less: interest to be accreted in future periods (100,170 ) (104,268 ) Less: payments made (11,420 ) (9,069 ) Carrying value of long term royalty-based debt 178,960 177,213 Less: current portion of royalties (7,723 ) (14,316 ) Non-current portion of long term royalty-based debt $ 171,237 $ 162,897 The estimated fair value of the royalty-based debt at March 31, 2020 and December 31, 2019 was $110.2 million and $142.0 million , respectively, and the fair value was measured using Level 3 inputs. The estimated fair value was calculated using a Monte Carlo simulation model, with inputs as described in Note 4, Fair Value Measurements, to these Condensed Consolidated Financial Statements. Secured Term Loans In February 2019, we entered into a credit agreement (the "Credit Agreement") with HCR and Athyrium Opportunities III Acquisition LP (“Athyrium”) whereby we received the first tranche of $62.5 million in March 2019 and the second tranche of $62.5 million in November 2019 (collectively, "Secured Term Loans"). All obligations under the Credit Agreement are due on February 28, 2025 with certain scheduled payments of the principal starting from March 31, 2022. The outstanding principal balance of the loans bear interest at 9.75% per annum. The loans are secured by substantially all of our assets. The Credit Agreement contains certain covenants that, among others, require us to deliver financial reports at designated times of the year and limit or restrict our ability to incur additional indebtedness or liens, acquire, own or make any investments, pay cash dividends or enter into certain corporate transactions, including mergers and changes of control, and require us to maintain $50.0 million of cash. Violating covenants would put us in default and the lenders would then have the option to demand repayment plus certain penalties or allow us to continue to service the Secured Term Loans but at the default interest rate of 12.75% . As of March 31, 2020 , we were not in violation of any covenants. Upon the closing of the Credit Agreement, we incurred fees of $2.8 million to HCR and Athyrium and other debt issuance cost of $0.5 million . Loan origination fees and debt issuance costs are netted against the loan balance and are amortized over the contractual term of the loan using the effective interest method. The weighted-average effective interest rate was 11.5% as of March 31, 2020 . For the three months ended March 31, 2020 , we accrued interest of $3.4 million and we paid in cash interest of $3.1 million under the Secured Term Loans. As of March 31, 2020 , the future principal maturities of our Secured Term Loans for each of the next five years are as follows (in thousands): Year ended December 31, 2022 $ 19,231 2023 19,231 2024 19,231 Thereafter 67,307 Total $ 125,000 We evaluated the terms of the Secured Term Loans and determined that one feature could require acceleration of payments and a prepayment penalty (make-whole provision) upon a change of control if it occurs prior to the 30-month anniversary period from the initial funding date in March 2019. We determined that this feature (embedded derivative) requires bifurcation from the debt instrument and fair value recognition. We determined the fair value of the derivative using a discounted cash flow model taking into account the probability of a change of control occurring and potential repayment amounts and timing of such payments that would result under various scenarios, as further described in Note 4, Fair Value Measurements, to these Condensed Consolidated Financial Statements. We will remeasure the embedded derivative to fair value each reporting period until the make-whole provision lapses 30 months after the funding date of March 2019. For the three months ended March 31, 2020 , we recognized a loss of $1.6 million upon remeasurement of the embedded derivative. The estimated fair value of long-term debt at March 31, 2020 and December 31, 2019 was $113.7 million and $123.7 million , respectively, and the fair value was measured using Level 3 inputs. The estimated fair market value was calculated using a discounted cash flow model, with inputs consistent with those used in determining the embedded derivative values as described in Note 4, Fair Value Measurements, to these Condensed Consolidated Financial Statements. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation Stock Options The following table summarizes stock option activity under our 2013 Equity Incentive Plan (the “2013 Plan”) and our Inducement Plan, and related information during the three months ended March 31, 2020 : Shares Subject to Outstanding Options Weighted- Average Exercise Price Per Share Balance at December 31, 2019 7,548,436 $ 32.21 Options granted 1,689,360 12.32 Options exercised (35,654 ) 9.12 Options canceled (401,547 ) 31.49 Balance at March 31, 2020 8,800,595 $ 28.52 Performance Stock Options (“PSOs”) In January 2020, the Compensation Committee of our board of directors approved a program to award PSOs of an aggregate of up to 575,625 shares of our common stock to members of our management team, based on the achievement of certain net revenue goals. The following table summarizes PSO activities under our 2013 Plan and related information during the three months ended March 31, 2020 : Shares Subject to Outstanding PSOs Weighted- Average Exercise Price Per Share Balance at December 31, 2019 552,010 $ 31.43 Options granted 575,625 12.79 Options exercised (2,293 ) 23.76 Options canceled (430,799 ) 33.29 Balance at March 31, 2020 694,543 $ 14.85 Restricted Stock Units (“RSUs”) The following table summarizes RSU activity under our 2013 Plan and our Inducement Plan, and related information during the three months ended March 31, 2020 : Shares Subject to Outstanding RSUs Weighted- Average Grant Date Fair Value Per Share Balance at December 31, 2019 1,274,217 $ 29.86 RSUs granted 947,442 12.42 RSUs released (355,665 ) 31.35 RSUs canceled (78,246 ) 26.53 Balance at March 31, 2020 1,787,748 $ 20.46 Performance Stock Units (“PSUs”) In January 2020, the Compensation Committee of our board of directors approved an aggregate of 865,500 shares of Market-based PSU ("M-PSU") awards to members of our management team. Each M-PSU represents a contingent right to receive one share of our common stock upon achievement of market-based performance criteria and subject to the recipient’s continued employment. At any time during the three years following the date of the grant: i) one-third of the shares subject to the M-PSUs will vest any time after one year from the grant date if the average closing price of our common stock on the NASDAQ Global Select Market for 20 consecutive trading days has increased 50% per share compared to the grant date closing price, ii) another one-third of the shares subject to the M-PSUs will vest any time after two years from the grant date if the average closing price of our common stock on the NASDAQ Global Select Market for 20 consecutive trading days has increased 100% per share compared to the grant date closing price, and iii) the last one-third of the shares subject to the M-PSUs will vest three years from the grant date if the average closing price of our common stock on the NASDAQ Global Select Market for 20 consecutive trading days has increased 150% per share compared to the grant date closing price. The estimated M-PSU expense is being recognized on an accelerated basis over the estimated requisite service period, with no adjustments in the future periods based upon our actual common stock price. The following table summarizes PSU activity under our 2013 Plan and related information during the three months ended March 31, 2020 : Subject to Outstanding PSUs Weighted- Average Grant Date Fair Value Per Share Balance at December 31, 2019 11,925 $ 32.66 PSUs granted 865,500 13.06 PSUs released (11,925 ) 32.66 Balance at March 31, 2020 865,500 $ 13.06 Stock-Based Compensation The table below sets forth the functional classification of stock-based compensation expense for the periods presented (in thousands): Three Months Ended March 31, 2020 2019 Research and development $ 2,599 $ 10,137 Selling, general and administrative 6,881 7,757 Stock-based compensation expense included in total expenses $ 9,480 $ 17,894 Capitalized stock-based compensation costs $ (327 ) $ (242 ) |
Net Loss per Share Attributable
Net Loss per Share Attributable to Portola Common Stockholders | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Portola Common Stockholders | Net Loss per Share Attributable to Portola Common Stockholders Basic net loss per share attributable to Portola Common Stockholders has been computed by dividing the net loss attributable to Portola Common Stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to Portola Common Stockholders is calculated by dividing net loss attributable to Portola Common Stockholders by the weighted average number of shares of common stock and potential dilutive securities outstanding during the period. Since we were in a loss position for all periods presented, basic net loss per share attributable to Portola Common Stockholders is the same as diluted net loss per share attributable to Portola Common Stockholders as the inclusion of all potentially dilutive common shares would have been anti-dilutive. The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share attributable to Portola Common Stockholders for the periods presented because including them would have been antidilutive: Three Months Ended March 31, 2020 2019 Stock options to purchase common stock 8,800,595 8,331,332 Performance stock options 694,543 624,321 Common stock warrants 1,500 1,500 Restricted stock units 1,787,748 1,179,480 Performance stock units 865,500 108,127 Employee stock purchase plan 273,559 14,619 Up to 500,000 shares of our common stock may be contingently issued, if certain regulatory and performance conditions are met under an agreement with a contract manufacturer, as described in Note 6, Contract Manufacturing Agreements, to these Condensed Consolidated Financial Statements. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases We have operating leases for our office facilities. The components of lease expense are as follows (in thousands): Three Months Ended March 31, 2020 2019 Operating lease costs $ 1,171 $ 459 Short-term lease cost 4 89 Total $ 1,175 $ 548 Cash flow information related to leases are as follows (in thousands): Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 913 $ 676 Supplemental balance sheet information related to leases are as follows (in thousands): Classification As of March 31, 2020 As of December 31, 2019 Operating leases Lease right-of-use assets Non-current Operating lease right-of-use assets $ 11,112 $ 12,064 Lease liabilities Current Accrued and other liabilities $ 5,133 $ 4,715 Non-current Long-term portion of lease liabilities 7,786 8,850 Weighted Average Remaining Lease Term Operating leases 2.8 years 3.1 years Weighted Average Discount Rate Operating leases 6.56% 6.55% As of March 31, 2020 , the maturity of our lease liabilities were as follows (in thousands): Year ending December 31, Operating Leases Remainder of 2020 $ 3,993 2021 4,936 2022 4,713 2023 1,188 Total lease payments 14,830 Less imputed interests (1,911 ) Total lease liabilities $ 12,919 |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In February 2020, as part of our strategy to better align our capital resources with our commercialization plan, we undertook a reduction in headcount. During the three months ended March 31, 2020, we recorded a net restructuring charge of $ 1.9 million , of which $ 0.8 million is included within research and development expense and $ 1.1 million is included within general and administrative expense on our Condensed Consolidated Statements of Operations. During the three months ended March 31, 2020, we paid $ 0.9 million of severance. At March 31, 2020, the accrued liability for the severance charge was $ 1.0 million and is included within accrued and other liabilities on the Condensed Consolidated Balance Sheets. We expect to substantially pay the remaining restructuring liabilities by the end of the fourth quarter of 2020. Related to this restructure event, there are no significant remaining costs expected to be incurred subsequent to March 31, 2020. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events In April 2020, Portola, BMS and Pfizer agreed to terminate the Collaboration and License Agreement among the parties, dated February 1, 2016, for the development and commercialization of andexanet alfa in Japan. As a result, on April 3, 2020, we received a written notice of termination from BMS and Pfizer and will regain full Japanese rights for andexanet alfa. Japan represents the third largest market for Factor Xa inhibitors after the United States and the EU 5 countries. We will have exclusive rights to develop and commercialize andexanet alfa in the United States, Europe, Japan and rest of the world markets. Pursuant to the terms of the agreement, the termination will be effective on October 2, 2020 and over the next 180 days we intend to work collaboratively with BMS, Pfizer and Japanese regulators to transition the andexanet alfa Japanese development and commercialization program to us, and advance the plans for regulatory filing. On May 5, 2020, we entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Alexion Pharmaceuticals, Inc. (“Alexion”) and its subsidiary, Odyssey Merger Sub Inc. (“Purchaser”). Under the terms of the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser will commence a tender offer to purchase all of the outstanding ordinary shares of Portola for $18.00 per share, in cash without interest and subject to applicable withholding tax (the “Offer”). The obligation of Alexion and Purchaser to consummate the Offer is subject to the tender of a majority of our outstanding shares in the Offer and other customary conditions. If these conditions are satisfied and the Offer closes, Purchaser will acquire any remaining shares through a merger pursuant to section 251(h) of the Delaware General Corporate Law (DGCL). As soon as practicable following (but in any event on the same day as) the closing of the Offer, Purchaser will be merged into Portola and Portola will become a direct, wholly owned subsidiary of Alexion. The acquisition is expected to close in the third quarter of 2020. If the Merger Agreement is terminated under specified circumstances, the terminating party may be required to pay the other party a termination fee of $51.5 million . See “Part II - Other Information - Item 1A Risk Factors” to these Condensed Consolidated Financial Statements for a discussion of the risk factors related to the proposed acquisition of Portola by Alexion. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Consolidation and Basis of Presentation | Consolidation and Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Portola and its wholly-owned subsidiaries. During the third quarter of 2019, we deconsolidated SRX Cardio, LLC (“SRX Cardio”), a variable interest entity for which Portola was deemed, under applicable accounting guidance, to be the primary beneficiary and as such, had been consolidated by us since 2015. The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP has been condensed or omitted. These Condensed Consolidated Financial Statements have been prepared on the same basis as our annual Consolidated Financial Statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of our financial information. The accompanying unaudited Condensed Consolidated Financial Statements and related financial information should be read in conjunction with the audited Consolidated Financial Statements and the related notes thereto for the year ended December 31, 2019 included in our Annual Report on Form 10-K filed on February 28, 2020 with the SEC. We have incurred substantial operating losses since inception and expect to continue to incur operating losses in the near term. We estimate our existing capital resources, together with interest thereon, to be sufficient to meet our projected operating requirements into the second quarter of 2021 while maintaining compliance with covenants pursuant to the 2019 Credit Agreement of a minimum of $50.0 million of cash on hand. In light of the estimated costs to support the global launch and continued development of Andexxa, we will need to implement cost saving measures, defer the timing of capital expenditures and potentially raise additional capital through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and/or other marketing and distribution arrangements. There can be no assurance that additional financing will be available on acceptable terms, if at all. If we are unable to obtain needed financing, we will need to curtail planned activities to reduce costs. Doing so will likely have an unfavorable effect on our ability to execute on our business plan, and have an adverse effect on our business, results of operations and future prospects. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period or for any other future year. The Condensed Consolidated Balance Sheet as of December 31, 2019 has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. |
Use of Estimates | Use of Estimates The preparation of Condensed 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, disclosure of contingent liabilities and the reported amounts of revenues and expenses in these Condensed Consolidated Financial Statements and the accompanying notes. On an ongoing basis, we evaluate our significant accounting policies and estimates. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results may differ from those estimates. |
Cash as Reported in Condensed Consolidated Statements of Cash Flows | Cash as Reported in Condensed Consolidated Statements of Cash Flows Cash as reported in these Condensed Consolidated Statements of Cash Flows includes the aggregate amounts of cash and cash equivalents and restricted cash. As of March 31, 2020 , restricted cash represents cash restricted for royalty payments to HealthCare Royalty Partners and its affiliates (“HCR”) and cash held as security deposits for our office leases in Europe. Cash restricted for HCR royalty payments is classified as a current asset, while cash restricted for the Germany office lease is classified as a non-current asset, included in prepaid and other long-term assets in our Condensed Consolidated Balance Sheets. Cash as reported in these Condensed Consolidated Statements of Cash Flows consists of the following (in thousands): March 31, 2020 December 31, 2019 March 31, 2019 December 31, 2018 Cash and cash equivalents $ 196,235 $ 215,229 $ 226,793 $ 138,951 Restricted cash (SRX Cardio) — — 29 30 Restricted cash for royalty payments to HCR 4,266 3,375 1,499 1,032 Restricted cash for office leases in Europe 54 46 — — Total cash balance in Condensed Consolidated Statements of Cash Flows $ 200,555 $ 218,650 $ 228,321 $ 140,013 |
Cash as Reported in Condensed Consolidated Statements of Cash Flows | Cash as Reported in Condensed Consolidated Statements of Cash Flows Cash as reported in these Condensed Consolidated Statements of Cash Flows includes the aggregate amounts of cash and cash equivalents and restricted cash. As of March 31, 2020 , restricted cash represents cash restricted for royalty payments to HealthCare Royalty Partners and its affiliates (“HCR”) and cash held as security deposits for our office leases in Europe. Cash restricted for HCR royalty payments is classified as a current asset, while cash restricted for the Germany office lease is classified as a non-current asset, included in prepaid and other long-term assets in our Condensed Consolidated Balance Sheets. Cash as reported in these Condensed Consolidated Statements of Cash Flows consists of the following (in thousands): March 31, 2020 December 31, 2019 March 31, 2019 December 31, 2018 Cash and cash equivalents $ 196,235 $ 215,229 $ 226,793 $ 138,951 Restricted cash (SRX Cardio) — — 29 30 Restricted cash for royalty payments to HCR 4,266 3,375 1,499 1,032 Restricted cash for office leases in Europe 54 46 — — Total cash balance in Condensed Consolidated Statements of Cash Flows $ 200,555 $ 218,650 $ 228,321 $ 140,013 |
Customer Concentration | Customer Concentration During the three months ended March 31, 2020 , we had four Andexxa specialty distributor customers who each accounted for 10% or more of total net revenues, and no collaboration revenue customers that accounted for more than 10% of total net revenues. During the three months ended March 31, 2019 , we had four Andexxa specialty distributor customers who each accounted for 10% or more of total net revenues, and no collaboration revenue customers that accounted for more than 10% |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In March 2017 , the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments—Credit Losses (Topic 326) . This ASU implements an impairment model, known as the current expected credit loss model that is based on expected losses rather than incurred losses, and applies to most financial assets measured at amortized cost, such as trade and other receivable, and certain other instruments, such as available-for-sale debt securities. Entities are required to estimate expected credit losses over the life of financial assets and record an allowance against the assets’ amortized cost basis to present them at the amount expected to be collected. Additionally, the guidance amends the impairment model for available-for-sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on such debt security is a credit loss. We adopted the standard on January 1, 2020 under the modified-retrospective approach. Upon adoption, the standard did not have an impact on our Condensed Consolidated Financial Statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This standard modifies certain disclosure requirements on fair value measurements. We adopted the standard on January 1, 2020 under the prospective approach as it relates to the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Upon adoption, the standard did not have a material impact on our disclosures. For the new disclosures regarding our Level 3 instruments, see Note 4, Fair Value Measurements, to these Condensed Consolidated Financial Statements. In August 2018, the FASB issued ASU 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 . This ASU aligns 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. Accordingly, this ASU requires a customer in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. We adopted the standard on January 1, 2020 under the prospective approach. Upon adoption, the standard did not have an impact on our Condensed Consolidated Financial Statements and related disclosures. In November 2018, the FASB issued ASU 2018-18, Collaborative arrangements (Topic 808): Clarifying the interaction between Topic 808 and Topic 606 . This ASU clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer and precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. We adopted the standard on January 1, 2020 retrospectively to the date of our initial application of Topic 606 and only to contracts that were not completed at the date of initial application of Topic 606. Upon adoption, the standard did not have an impact on our Condensed Consolidated Financial Statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Cash as Reported in Condensed Consolidated Statements of Cash Flows | Cash as reported in these Condensed Consolidated Statements of Cash Flows consists of the following (in thousands): March 31, 2020 December 31, 2019 March 31, 2019 December 31, 2018 Cash and cash equivalents $ 196,235 $ 215,229 $ 226,793 $ 138,951 Restricted cash (SRX Cardio) — — 29 30 Restricted cash for royalty payments to HCR 4,266 3,375 1,499 1,032 Restricted cash for office leases in Europe 54 46 — — Total cash balance in Condensed Consolidated Statements of Cash Flows $ 200,555 $ 218,650 $ 228,321 $ 140,013 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated Revenues by Timing of Transfer of Goods or Services | The following tables present our revenues disaggregated by timing of transfer of goods or services (in thousands): Three Months Ended March 31, 2020 Product Revenue, net Collaboration and License Revenue Total Timing of revenue recognition: Transferred at a point in time $ 25,637 $ — $ 25,637 Transferred over time — 752 752 Total $ 25,637 $ 752 $ 26,389 Three Months Ended March 31, 2019 Product Revenue, net Collaboration and License Revenue Total Timing of revenue recognition: Transferred at a point in time $ 20,362 $ — $ 20,362 Transferred over time — 1,807 1,807 Total $ 20,362 $ 1,807 $ 22,169 |
Schedule of Net Product Revenues Disaggregated by Geographic Region | The following table presents our net product revenues disaggregated by geographic region (in thousands): Three Months Ended March 31, 2020 2019 United States $ 23,055 $ 20,362 Europe 2,582 — Total revenues $ 25,637 $ 20,362 |
Activity of Product Revenue Reserves | The activities and ending reserve balances for each significant category of product revenue reserves (which constitute variable considerations) were as follows (in thousands): Return Chargebacks Other Total Balance at December 31, 2019 $ 7,561 $ 899 $ 2,661 $ 11,121 Provision related to sales made in: Current periods 2,720 1,338 1,100 5,158 Payments and customer credits issued (1,121 ) (1,483 ) (1,712 ) (4,316 ) Balance at March 31, 2020 $ 9,160 $ 754 $ 2,049 $ 11,963 |
Schedule of Changes in Contract Assets and Liabilities | The following table presents changes in our contract assets and liabilities for the three months ended March 31, 2020 (in thousands): Balance at Beginning of Period Addition Deduction Balance at End of Period Contract assets: Unbilled - collaboration and license revenue $ 3,783 $ 366 $ (741 ) $ 3,408 Total contract assets $ 3,783 $ 366 $ (741 ) $ 3,408 Contract liabilities: Deferred revenue $ 5,518 $ — $ (622 ) $ 4,896 Total contract liabilities $ 5,518 $ — $ (622 ) $ 4,896 Significant changes in the contract liabilities balances during the period are as follows (in thousands): Three Months Revenue recognized according to the current period performance that was included in the contract liability at the beginning of the period $ 314 |
Estimated Revenue Expected to be Recognized in Future Related to Performance Obligations | The following table includes estimated revenue expected to be recognized in the future, related to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2020 (in thousands): Collaborator Transaction Price Expected Year By Which Revenue Recognition Will Be Completed Percentage of Revenue Recognized BMS and Pfizer - 2016 agreement $ 382 2021 97 % Daiichi Sankyo - 2014 agreement 600 2021 98 % Daiichi Sankyo - 2016 agreement 1,969 2025 88 % Bayer - 2016 agreement 1,472 2025 91 % Total $ 4,423 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities Measured on Recurring Basis | The following table sets forth the fair value of our financial assets and liabilities (excluding restricted cash) allocated into Level 1 and Level 2 that were measured on a recurring basis (in thousands): March 31, 2020 December 31, 2019 Fair Value Hierarchy Amortized Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Amortized Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Money market funds Level 1 $ 54,735 $ — $ — $ 54,735 $ 23,826 $ — $ — $ 23,826 Corporate notes and commercial paper Level 2 207,206 64 (76 ) 207,194 284,410 9 (20 ) 284,399 U.S. Treasury bills and government agency securities Level 2 84,250 608 — 84,858 96,196 48 (1 ) 96,243 $ 346,191 $ 672 $ (76 ) $ 346,787 $ 404,432 $ 57 $ (21 ) $ 404,468 March 31, 2020 December 31, 2019 Classified as: Amortized Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Amortized Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Cash equivalents $ 148,944 $ 18 $ — $ 148,962 $ 153,453 $ — $ — $ 153,453 Short-term investments 166,314 407 (60 ) 166,661 214,029 35 (10 ) 214,054 Long-term investments 30,933 247 (16 ) 31,164 36,950 22 (11 ) 36,961 $ 346,191 $ 672 $ (76 ) $ 346,787 $ 404,432 $ 57 $ (21 ) $ 404,468 |
Summary of Changes in Estimated Fair Value | The following table summarizes the changes in the estimated fair value of our embedded derivative liabilities during the three -month period ended March 31, 2020 (in thousands): Embedded derivative liabilities Balance as of December 31, 2019 $ 3,866 Net change in the fair value 3,169 Balance as of March 31, 2020 $ 7,035 |
Summary of the Significant Unobservable Inputs in the Fair Value Measurement of Level 3 Liabilities | The following table summarizes the significant unobservable inputs in the fair value measurement of our Level 3 liabilities as of March 31, 2020 (in thousands): Level 3 Liabilities Fair value as of March 31, 2020 Valuation Technique Unobservable Input Range Weighted Average Notes payable and Long-term royalty based debt $ 151,000 Monte Carlo Discount rate 13.99% to 14.58% 14.15% Long-term debt 113,708 Discounted Cash Flow Discount rate 13.46% to 13.84% 13.74% Embedded derivative liabilities 7,035 Monte Carlo and Discounted Cash Flow Discount rate 13.46% to 14.58% 14.04% |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Inventories | Inventories consisted of the following (in thousands): March 31, 2020 December 31, 2019 Raw materials $ 7,364 $ 9,504 Work in process 64,678 49,307 Finished goods 1,973 1,386 Total inventories $ 74,015 $ 60,197 Balance Sheet Classification Inventories $ 3,576 $ 4,101 Inventories, noncurrent portion 70,439 56,096 Total inventories $ 74,015 $ 60,197 |
Accrued and Other Liabilities | Accrued and other liabilities consist of the following (in thousands): March 31, 2020 December 31, 2019 Manufacturing related $ 4,055 $ 11,485 Compensation and employee benefits 12,495 16,099 Product revenue reserves 9,420 7,680 Current portion of lease liability 5,133 4,715 Accruals for sponsorship 2,600 4,433 Others 6,217 5,361 Total accrued and other liabilities $ 39,920 $ 49,773 |
Long Term Obligations (Tables)
Long Term Obligations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Secured Term Loan | |
Schedule of Future Principal Maturities of Secured Term Loan | As of March 31, 2020 , the future principal maturities of our Secured Term Loans for each of the next five years are as follows (in thousands): Year ended December 31, 2022 $ 19,231 2023 19,231 2024 19,231 Thereafter 67,307 Total $ 125,000 |
HealthCare Royalty Partners and its Affiliates (“HCR”) | |
Schedule of Payment Obligations | Our payment obligations for HCR royalty-based debt are as follows (in thousands): March 31, 2020 December 31, 2019 Total repayment obligations $ 290,550 $ 290,550 Less: interest to be accreted in future periods (100,170 ) (104,268 ) Less: payments made (11,420 ) (9,069 ) Carrying value of long term royalty-based debt 178,960 177,213 Less: current portion of royalties (7,723 ) (14,316 ) Non-current portion of long term royalty-based debt $ 171,237 $ 162,897 |
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | |
Schedule of Payment Obligations | Our payment obligations for the BMS and Pfizer Promissory Notes are as follows (in thousands): March 31, 2020 December 31, 2019 Total repayment obligations $ 65,000 $ 62,500 Less: interests to be accreted in future periods (7,424 ) (5,565 ) Less: payments made (6,743 ) (5,374 ) Carrying value of notes payable 50,833 51,561 Less: current portion of royalties (4,564 ) (8,461 ) Non-current portion of notes payable $ 46,269 $ 43,100 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity under our 2013 Equity Incentive Plan (the “2013 Plan”) and our Inducement Plan, and related information during the three months ended March 31, 2020 : Shares Subject to Outstanding Options Weighted- Average Exercise Price Per Share Balance at December 31, 2019 7,548,436 $ 32.21 Options granted 1,689,360 12.32 Options exercised (35,654 ) 9.12 Options canceled (401,547 ) 31.49 Balance at March 31, 2020 8,800,595 $ 28.52 |
Summary of PSO Activities | The following table summarizes PSO activities under our 2013 Plan and related information during the three months ended March 31, 2020 : Shares Subject to Outstanding PSOs Weighted- Average Exercise Price Per Share Balance at December 31, 2019 552,010 $ 31.43 Options granted 575,625 12.79 Options exercised (2,293 ) 23.76 Options canceled (430,799 ) 33.29 Balance at March 31, 2020 694,543 $ 14.85 |
Summary of RSU Activity | The following table summarizes RSU activity under our 2013 Plan and our Inducement Plan, and related information during the three months ended March 31, 2020 : Shares Subject to Outstanding RSUs Weighted- Average Grant Date Fair Value Per Share Balance at December 31, 2019 1,274,217 $ 29.86 RSUs granted 947,442 12.42 RSUs released (355,665 ) 31.35 RSUs canceled (78,246 ) 26.53 Balance at March 31, 2020 1,787,748 $ 20.46 |
Summary of PSU Activity | The following table summarizes PSU activity under our 2013 Plan and related information during the three months ended March 31, 2020 : Subject to Outstanding PSUs Weighted- Average Grant Date Fair Value Per Share Balance at December 31, 2019 11,925 $ 32.66 PSUs granted 865,500 13.06 PSUs released (11,925 ) 32.66 Balance at March 31, 2020 865,500 $ 13.06 |
Classification of Stock-Based Compensation Expense | The table below sets forth the functional classification of stock-based compensation expense for the periods presented (in thousands): Three Months Ended March 31, 2020 2019 Research and development $ 2,599 $ 10,137 Selling, general and administrative 6,881 7,757 Stock-based compensation expense included in total expenses $ 9,480 $ 17,894 Capitalized stock-based compensation costs $ (327 ) $ (242 ) |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Portola Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Outstanding Shares of Common Stock Equivalents Excluded from Computation of Diluted Net Loss per Share | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share attributable to Portola Common Stockholders for the periods presented because including them would have been antidilutive: Three Months Ended March 31, 2020 2019 Stock options to purchase common stock 8,800,595 8,331,332 Performance stock options 694,543 624,321 Common stock warrants 1,500 1,500 Restricted stock units 1,787,748 1,179,480 Performance stock units 865,500 108,127 Employee stock purchase plan 273,559 14,619 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense are as follows (in thousands): Three Months Ended March 31, 2020 2019 Operating lease costs $ 1,171 $ 459 Short-term lease cost 4 89 Total $ 1,175 $ 548 |
Summary of Cash Flow Information Related to Leases | Cash flow information related to leases are as follows (in thousands): Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 913 $ 676 |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases are as follows (in thousands): Classification As of March 31, 2020 As of December 31, 2019 Operating leases Lease right-of-use assets Non-current Operating lease right-of-use assets $ 11,112 $ 12,064 Lease liabilities Current Accrued and other liabilities $ 5,133 $ 4,715 Non-current Long-term portion of lease liabilities 7,786 8,850 Weighted Average Remaining Lease Term Operating leases 2.8 years 3.1 years Weighted Average Discount Rate Operating leases 6.56% 6.55% |
Summary of Maturity of Lease Liability | As of March 31, 2020 , the maturity of our lease liabilities were as follows (in thousands): Year ending December 31, Operating Leases Remainder of 2020 $ 3,993 2021 4,936 2022 4,713 2023 1,188 Total lease payments 14,830 Less imputed interests (1,911 ) Total lease liabilities $ 12,919 |
Organization - Additional Infor
Organization - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020customer | Mar. 31, 2019customer | Feb. 28, 2019USD ($) | |
Andexxa Specialty Distributor | Customer Concentration Risk | Sales Revenue, Net | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of customers representing more than ten percent of revenue | 4 | 4 | |
Andexxa Specialty Distributor | Customer Concentration Risk | Sales Revenue, Net | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% | |
Collaboration Revenue Customers | Customer Concentration Risk | Sales Revenue, Net | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of customers representing more than ten percent of revenue | 0 | 0 | |
Collaboration Revenue Customers | Customer Concentration Risk | Sales Revenue, Net | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% | |
Secured Term Loan | HealthCare Royalty Partners and its Affiliates (“HCR”) | Ondexxya | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Maintain cash amount | $ | $ 50 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash as Reported in Condensed Consolidated Statements of Cash Flows (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 196,235 | $ 215,229 | $ 226,793 | $ 138,951 |
Restricted cash | 4,274 | 3,421 | ||
Total cash balance in Condensed Consolidated Statements of Cash Flows | 200,555 | 218,650 | 228,321 | 140,013 |
Security Deposit for Office Leases in Europe | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash for office leases in Europe | 54 | 46 | 0 | 0 |
Royalty Payments | HealthCare Royalty Partners and its Affiliates (“HCR”) | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 4,266 | 3,375 | 1,499 | 1,032 |
SRX Cardio | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 0 | $ 0 | $ 29 | $ 30 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenues by Timing of Transfer of Goods or Services (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 26,389 | $ 22,169 |
Product revenue, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 25,637 | 20,362 |
Collaboration and license revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 752 | 1,807 |
Transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 25,637 | 20,362 |
Transferred at a point in time | Product revenue, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 25,637 | 20,362 |
Transferred at a point in time | Collaboration and license revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 752 | 1,807 |
Transferred over time | Product revenue, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Transferred over time | Collaboration and license revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 752 | $ 1,807 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Oct. 31, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Jul. 31, 2014 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Costs to obtain or fulfill the contract capitalized | $ 0 | ||||||
Collaboration and license revenue (reversal of revenue) | 26,389,000 | $ 22,169,000 | |||||
Contract liabilities | 4,896,000 | $ 5,518,000 | |||||
Unbilled - collaboration and license revenue | 3,408,000 | 3,783,000 | |||||
Deferred revenue | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Contract liabilities | $ 5,518,000 | ||||||
2016 Agreement | BMS and Pfizer | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Non-refundable upfront fee | $ 15,000,000 | ||||||
Contingent payment receivable upon achievement of regulatory events | 20,000,000 | ||||||
Contingent payment receivable upon achievement of annual net sales volumes | $ 70,000,000 | ||||||
2016 Agreement | BMS and Pfizer | Topic 606 | Accounting Standards Update 2014-09 | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Transaction price | 10,800,000 | ||||||
Upfront payment | 15,000,000 | ||||||
2016 Agreement | BMS and Pfizer | Topic 606 | Accounting Standards Update 2014-09 | Deferred revenue | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Contract liabilities | 4,300,000 | ||||||
2016 Agreement | BMS and Pfizer | Minimum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Percentage of royalties entitle to receive under agreement | 5.00% | ||||||
2016 Agreement | BMS and Pfizer | Maximum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Percentage of royalties entitle to receive under agreement | 15.00% | ||||||
2016 Agreement | Daiichi Sankyo, Inc ("Daiichi") | Topic 606 | Accounting Standards Update 2014-09 | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Costs to obtain or fulfill the contract capitalized | 0 | ||||||
Transaction price | 16,300,000 | ||||||
Upfront payment | 5,000,000 | ||||||
Estimated variable consideration transaction price | 6,800,000 | ||||||
Regulatory milestone payments | 10,000,000 | ||||||
2016 Agreement | Daiichi Sankyo, Inc ("Daiichi") | Topic 606 | Accounting Standards Update 2014-09 | Ethnic Sensitivity Study | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Estimated variable consideration transaction price | 4,500,000 | ||||||
2016 Agreement | Daiichi Sankyo, Inc ("Daiichi") | Topic 606 | Accounting Standards Update 2014-09 | Deferred revenue | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Unbilled - collaboration and license revenue | 1,500,000 | ||||||
2016 Agreement | Bayer Pharma AG | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Upfront fee | $ 5,000,000 | ||||||
Contingent payment receivable upon achievement | 10,000,000 | ||||||
Reduced contingent payment receivable upon achievement | $ 7,000,000 | ||||||
2016 Agreement | Bayer Pharma AG | Ethnic Sensitivity Study | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Reimbursement of costs and expenses percentage | 33.00% | ||||||
2016 Agreement | Bayer Pharma AG | Topic 606 | Accounting Standards Update 2014-09 | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Transaction price | 16,300,000 | ||||||
Upfront payment | 5,000,000 | ||||||
Milestone payments eligible for achievement | 10,000,000 | ||||||
Costs to obtain or fulfill the contract | 0 | ||||||
Estimated variable consideration transaction price | 6,800,000 | ||||||
Unbilled - collaboration and license revenue | 2,000,000 | ||||||
2016 Agreement | Bayer Pharma AG | Topic 606 | Accounting Standards Update 2014-09 | Ethnic Sensitivity Study | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Estimated variable consideration transaction price | 4,500,000 | ||||||
2016 Agreement | Bayer Pharma AG | Minimum | Rivaroxaban | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Reimbursement of costs and expenses percentage | 33.00% | ||||||
2016 Agreement | Bayer Pharma AG | Maximum | Rivaroxaban | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Reimbursement of costs and expenses percentage | 100.00% | ||||||
2014 Agreement | Daiichi Sankyo, Inc ("Daiichi") | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Upfront fee | $ 15,000,000 | ||||||
Contingent payment receivable upon achievement | 5,000,000 | ||||||
Milestone payments of development and regulatory event | $ 20,000,000 | ||||||
2014 Agreement | Bayer Pharma, AG ('Bayer") and Janssen Pharmaceuticals, Inc. ("Janssen") | Topic 606 | Accounting Standards Update 2014-09 | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Costs to obtain or fulfill the contract capitalized | 0 | ||||||
October 2016 Agreement | Daiichi Sankyo, Inc ("Daiichi") | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Contingent payment receivable upon achievement of annual net sales volumes | $ 8,000,000 | ||||||
Upfront fee | 15,000,000 | ||||||
Contingent payment receivable upon achievement | 10,000,000 | ||||||
Milestone payments of development and regulatory event | $ 2,500,000 | ||||||
Percentage of consideration received under agreement | 1.00% | ||||||
March 2016 Agreement | Daiichi Sankyo, Inc ("Daiichi") | Ethnic Sensitivity Study | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Reimbursement of costs and expenses percentage | 33.00% | ||||||
March 2016 Agreement | Daiichi Sankyo, Inc ("Daiichi") | Minimum | Edoxaban | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Reimbursement of costs and expenses percentage | 33.00% | ||||||
March 2016 Agreement | Daiichi Sankyo, Inc ("Daiichi") | Maximum | Edoxaban | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Reimbursement of costs and expenses percentage | 100.00% | ||||||
2014 Agreement and October 2016 Amendment | Daiichi Sankyo, Inc ("Daiichi") | Topic 606 | Accounting Standards Update 2014-09 | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Transaction price | 34,000,000 | ||||||
Upfront payment | 22,000,000 | ||||||
Milestones already received on achieving performance obligations | 12,000,000 | ||||||
Milestone payments eligible for achievement | 5,500,000 | ||||||
Costs to obtain or fulfill the contract | 0 | ||||||
2014 Agreement and October 2016 Amendment | Daiichi Sankyo, Inc ("Daiichi") | Topic 606 | Accounting Standards Update 2014-09 | Deferred revenue | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Contract liabilities | 600,000 | ||||||
Distribution Fees and Reserves for Cargebacks and Product Returns | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Reduction to revenue | 5,200,000 | 2,400,000 | |||||
Royalty | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Collaboration and license revenue (reversal of revenue) | 0 | ||||||
Collaboration and license revenue | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Collaboration and license revenue (reversal of revenue) | 752,000 | $ 1,807,000 | |||||
Collaboration and license revenue | 2016 Agreement | BMS and Pfizer | Topic 606 | Accounting Standards Update 2014-09 | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Collaboration and license revenue (reversal of revenue) | (300,000) | ||||||
Collaboration and license revenue | 2016 Agreement | Daiichi Sankyo, Inc ("Daiichi") | Topic 606 | Accounting Standards Update 2014-09 | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Collaboration and license revenue (reversal of revenue) | 300,000 | ||||||
Collaboration and license revenue | 2016 Agreement | Bayer Pharma AG | Topic 606 | Accounting Standards Update 2014-09 | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Collaboration and license revenue (reversal of revenue) | 100,000 | ||||||
Collaboration and license revenue | 2014 Agreement and October 2016 Amendment | Daiichi Sankyo, Inc ("Daiichi") | Topic 606 | Accounting Standards Update 2014-09 | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Collaboration and license revenue (reversal of revenue) | 100,000 | ||||||
New Drug Application | 2016 Agreement | BMS and Pfizer | Topic 606 | Accounting Standards Update 2014-09 | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Estimated variable consideration transaction price | 4,300,000 | ||||||
New Drug Application | 2016 Agreement | BMS and Pfizer | Topic 606 | Accounting Standards Update 2014-09 | Japan | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Upfront payment | 5,000,000 | ||||||
Phase Four Clinical Trial | 2016 Agreement | BMS and Pfizer | Topic 606 | Accounting Standards Update 2014-09 | Japan | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Costs on clinical trial | 600,000 | ||||||
Decrease in transaction price | $ 14,100,000 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Net Product Revenues Disaggregated by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 26,389 | $ 22,169 |
Product revenue, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 25,637 | 20,362 |
Product revenue, net | United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 23,055 | 20,362 |
Product revenue, net | Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 2,582 | $ 0 |
Revenue Recognition - Activity
Revenue Recognition - Activity of Product Revenue Reserves (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | |
Product revenue reserves, beginning balance | $ 11,121 |
Provision related to sales made in current period | 5,158 |
Payments and customer credits issued | (4,316) |
Product revenue reserves, ending balance | 11,963 |
Return | |
Disaggregation of Revenue [Line Items] | |
Product revenue reserves, beginning balance | 7,561 |
Provision related to sales made in current period | 2,720 |
Payments and customer credits issued | (1,121) |
Product revenue reserves, ending balance | 9,160 |
Chargebacks | |
Disaggregation of Revenue [Line Items] | |
Product revenue reserves, beginning balance | 899 |
Provision related to sales made in current period | 1,338 |
Payments and customer credits issued | (1,483) |
Product revenue reserves, ending balance | 754 |
Other | |
Disaggregation of Revenue [Line Items] | |
Product revenue reserves, beginning balance | 2,661 |
Provision related to sales made in current period | 1,100 |
Payments and customer credits issued | (1,712) |
Product revenue reserves, ending balance | $ 2,049 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Changes in Contract Assets and Liabilities (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Contract assets: | |
Total contract assets, Balance at Beginning of Period | $ 3,783 |
Contract assets, Addition | 366 |
Contract assets, Deduction | (741) |
Total contract assets, Balance at End of Period | 3,408 |
Contract liabilities: | |
Total contract liabilities, Balance at Beginning of Period | 5,518 |
Contract liabilities, Addition | 0 |
Contract liabilities, Deduction | (622) |
Total contract liabilities, Balance at End of Period | 4,896 |
Unbilled - collaboration and license revenue | |
Contract assets: | |
Total contract assets, Balance at Beginning of Period | 3,783 |
Contract assets, Addition | 366 |
Contract assets, Deduction | (741) |
Total contract assets, Balance at End of Period | 3,408 |
Deferred revenue | |
Contract liabilities: | |
Total contract liabilities, Balance at Beginning of Period | 5,518 |
Contract liabilities, Addition | 0 |
Contract liabilities, Deduction | $ (622) |
Revenue Recognition - Significa
Revenue Recognition - Significant Changes in Contract Liabilities Balances (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Contract liabilities: | |
Revenue recognized according to the current period performance that was included in the contract liability at the beginning of the period | $ 314 |
Revenue Recognition - Estimated
Revenue Recognition - Estimated Revenue Expected to be Recognized in Future Related to Performance Obligations (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Transaction Price Allocated to the Remaining Performance Obligation as of September 30, 2019 | $ 4,423 |
Bristol-Myers Squibb Company (BMS) and Pfizer Inc. (Pfizer) | 2016 Agreement | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Transaction Price Allocated to the Remaining Performance Obligation as of September 30, 2019 | $ 382 |
Expected Year By Which Revenue Recognition Will Be Completed | 2021 |
Percentage of Revenue Recognized | 97.00% |
Daiichi Sankyo, Inc ("Daiichi") | 2016 Agreement | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Transaction Price Allocated to the Remaining Performance Obligation as of September 30, 2019 | $ 1,969 |
Expected Year By Which Revenue Recognition Will Be Completed | 2025 |
Percentage of Revenue Recognized | 88.00% |
Daiichi Sankyo, Inc ("Daiichi") | 2014 Agreement | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Transaction Price Allocated to the Remaining Performance Obligation as of September 30, 2019 | $ 600 |
Expected Year By Which Revenue Recognition Will Be Completed | 2021 |
Percentage of Revenue Recognized | 98.00% |
Bayer Pharma AG | 2016 Agreement | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Transaction Price Allocated to the Remaining Performance Obligation as of September 30, 2019 | $ 1,472 |
Expected Year By Which Revenue Recognition Will Be Completed | 2025 |
Percentage of Revenue Recognized | 91.00% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Fair value assets transfers into level 3 | $ 0 | $ 0 |
Fair value assets transfers out of level 3 | 0 | 0 |
Fair value liabilities transfers into level 3 | 0 | 0 |
Fair value liabilities transfers out of level 3 | $ 0 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets and Liabilities, Allocated into Level 1, Level 2, and Level 3 Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Measurement Inputs Disclosure [Line Items] | ||
Amortized Cost | $ 346,191 | $ 404,432 |
Unrealized Gain | 672 | 57 |
Unrealized (Loss) | (76) | (21) |
Estimated Fair Value | 346,787 | 404,468 |
Money market funds | Level 1 | ||
Fair Value Measurement Inputs Disclosure [Line Items] | ||
Amortized Cost | 54,735 | 23,826 |
Unrealized Gain | 0 | 0 |
Unrealized (Loss) | 0 | 0 |
Estimated Fair Value | 54,735 | 23,826 |
Corporate notes and commercial paper | Level 2 | ||
Fair Value Measurement Inputs Disclosure [Line Items] | ||
Amortized Cost | 207,206 | 284,410 |
Unrealized Gain | 64 | 9 |
Unrealized (Loss) | (76) | (20) |
Estimated Fair Value | 207,194 | 284,399 |
U.S. Treasury bills and government agency securities | Level 2 | ||
Fair Value Measurement Inputs Disclosure [Line Items] | ||
Amortized Cost | 84,250 | 96,196 |
Unrealized Gain | 608 | 48 |
Unrealized (Loss) | 0 | (1) |
Estimated Fair Value | 84,858 | 96,243 |
Cash equivalents | ||
Fair Value Measurement Inputs Disclosure [Line Items] | ||
Amortized Cost | 148,944 | 153,453 |
Unrealized Gain | 18 | 0 |
Unrealized (Loss) | 0 | 0 |
Estimated Fair Value | 148,962 | 153,453 |
Short-term investments | ||
Fair Value Measurement Inputs Disclosure [Line Items] | ||
Amortized Cost | 166,314 | 214,029 |
Unrealized Gain | 407 | 35 |
Unrealized (Loss) | (60) | (10) |
Estimated Fair Value | 166,661 | 214,054 |
Long-term investments | ||
Fair Value Measurement Inputs Disclosure [Line Items] | ||
Amortized Cost | 30,933 | 36,950 |
Unrealized Gain | 247 | 22 |
Unrealized (Loss) | (16) | (11) |
Estimated Fair Value | $ 31,164 | $ 36,961 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Estimated Fair Value (Detail) - Embedded derivative liabilities $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 3,866 |
Net change in the fair value | 3,169 |
Ending balance | $ 7,035 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Unobservable Inputs in the Fair Value Measurement of Level 3 Liabilities (Details) - Fair Value, Inputs, Level 3 $ in Thousands | Mar. 31, 2020USD ($) |
Monte Carlo | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Notes payable and Long-term royalty based debt | $ 151,000 |
Discounted Cash Flow | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Long-term debt | 113,708 |
Monte Carlo and Discounted Cash Flow | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded derivative liabilities | $ 7,035 |
Minimum | Monte Carlo | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Notes payable and Long-term royalty based debt, measurement input | 0.1399 |
Minimum | Discounted Cash Flow | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Long-term debt, measurement input | 0.1346 |
Minimum | Monte Carlo and Discounted Cash Flow | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded derivative liabilities, measurement input | 0.1346 |
Maximum | Monte Carlo | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Notes payable and Long-term royalty based debt, measurement input | 0.1458 |
Maximum | Discounted Cash Flow | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Long-term debt, measurement input | 0.1384 |
Maximum | Monte Carlo and Discounted Cash Flow | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded derivative liabilities, measurement input | 0.1458 |
Weighted Average | Monte Carlo | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Notes payable and Long-term royalty based debt, measurement input | 0.1415 |
Weighted Average | Discounted Cash Flow | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Long-term debt, measurement input | 0.1374 |
Weighted Average | Monte Carlo and Discounted Cash Flow | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded derivative liabilities, measurement input | 0.1404 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 7,364 | $ 9,504 |
Work in process | 64,678 | 49,307 |
Finished goods | 1,973 | 1,386 |
Total inventories | 74,015 | 60,197 |
Inventories | 3,576 | 4,101 |
Inventories, noncurrent portion | $ 70,439 | $ 56,096 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Inventory [Line Items] | |||
Long-term inventories | $ 70,439 | $ 56,096 | |
Long-term prepaid manufacturing | 900 | $ 4,700 | |
Charge for reserve on excess and obsolescence of inventories | 2,110 | $ 3,945 | |
Cost of Sales | |||
Inventory [Line Items] | |||
Charge for reserve on excess and obsolescence of inventories | $ 2,100 | $ 3,900 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued and Other Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Manufacturing related | $ 4,055 | $ 11,485 |
Compensation and employee benefits | 12,495 | 16,099 |
Product revenue reserves | 9,420 | 7,680 |
Current portion of lease liability | 5,133 | 4,715 |
Accruals for sponsorship | 2,600 | 4,433 |
Others | 6,217 | 5,361 |
Total accrued and other liabilities | $ 39,920 | $ 49,773 |
Contract Manufacturing Agreem_2
Contract Manufacturing Agreements - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | |
Aug. 31, 2017USD ($)right$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($)$ / sharesshares | |
Long-term Purchase Commitment [Line Items] | |||
Share based compensation | $ 9,480,000 | $ 17,894,000 | |
Lonza Manufacturing Services Agreement | |||
Long-term Purchase Commitment [Line Items] | |||
Term of manufacturing commitments | 10 years | ||
Lonza Manufacturing Services Agreement | Nonemployee Stock | Research and Development Expense | |||
Long-term Purchase Commitment [Line Items] | |||
Share based compensation | $ 5,800,000 | ||
Lonza Manufacturing Services Agreement | Second Tranche | |||
Long-term Purchase Commitment [Line Items] | |||
Share based compensation | $ 0 | ||
Lonza Manufacturing Services Agreement | Common Stock | |||
Long-term Purchase Commitment [Line Items] | |||
Number of separate rights to purchase shares of common stock | right | 2 | ||
Follow on offering price per share | $ / shares | $ 1 | ||
Average trading period from date of purchase right | 20 days | ||
Lonza Manufacturing Services Agreement | Common Stock | First Tranche | |||
Long-term Purchase Commitment [Line Items] | |||
Transfer and exercised the right to purchase (in shares) | shares | 500,000 | ||
Transfer and exercised the right to purchase price (in dollars per share) | $ / shares | $ 1 | ||
Lonza Manufacturing Services Agreement | Common Stock | Maximum | |||
Long-term Purchase Commitment [Line Items] | |||
Aggregate market value of shares to be purchased under each right | $ 15,000,000 | ||
Number of shares to be purchased under each rights | shares | 500,000 |
Long Term Obligations - Additio
Long Term Obligations - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | |||||
Feb. 28, 2019USD ($) | Feb. 28, 2017USD ($) | Dec. 31, 2016USD ($)promissory_note | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | May 31, 2018USD ($) | |
Debt Instrument [Line Items] | |||||||
Gain (loss) on remeasurement of embedded derivatives | $ (3,169,000) | $ 472,000 | |||||
Andexxa | HealthCare Royalty Partners and its Affiliates (“HCR”) | |||||||
Debt Instrument [Line Items] | |||||||
Accrued interest | $ 48,500,000 | $ 44,400,000 | |||||
Amount received under royalty sales agreement | $ 50,000,000 | ||||||
Additional amount receivable upon U.S. regulatory approval | 100,000,000 | ||||||
Sales agreement fee | 2,000,000 | $ 5,000,000 | |||||
Additional debt issuance costs | $ 600,000 | ||||||
Funding amount | $ 100,000,000 | ||||||
Effective interest rate | 9.70% | ||||||
Unamortized debt discount | $ 5,800,000 | 5,900,000 | |||||
Ondexxya | HealthCare Royalty Partners and its Affiliates (“HCR”) | |||||||
Debt Instrument [Line Items] | |||||||
Gain (loss) on remeasurement of embedded derivatives | $ (1,600,000) | ||||||
Remeasurement of embedded derivative to fair value, whole provision lapses from funding date, period | 30 months | ||||||
Ondexxya | HealthCare Royalty Partners and its Affiliates (“HCR”) | Secured Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Sales agreement fee | $ 2,800,000 | ||||||
Effective interest rate | 11.50% | ||||||
Debt instrument, maturity date | Feb. 28, 2025 | ||||||
Debt instrument, interest rate | 9.75% | ||||||
Debt instrument, covenant description | The loans are secured by substantially all of our assets. The Credit Agreement contains certain covenants that, among others, require us to deliver financial reports at designated times of the year and limit or restrict our ability to incur additional indebtedness or liens, acquire, own or make any investments, pay cash dividends or enter into certain corporate transactions, including mergers and changes of control, and require us to maintain $50.0 million of cash. | ||||||
Maintain cash increased | $ 50,000,000 | ||||||
Debt instrument default interest rate | 12.75% | ||||||
Other debt issuance cost | $ 500,000 | ||||||
Debt instrument, accrued interest | 3,400,000 | ||||||
Debt instrument, interest payment | 3,100,000 | ||||||
Ondexxya | HealthCare Royalty Partners and its Affiliates (“HCR”) | First Tranche | Secured Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Promissory notes, face amount | $ 62,500,000 | ||||||
Ondexxya | HealthCare Royalty Partners and its Affiliates (“HCR”) | Second Tranche | Secured Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Promissory notes, face amount | $ 62,500,000 | ||||||
Ondexxya | Fair Value, Inputs, Level 3 | HealthCare Royalty Partners and its Affiliates (“HCR”) | |||||||
Debt Instrument [Line Items] | |||||||
Estimated fair value of long-term debt | 113,700,000 | 123,700,000 | |||||
Royalty Based Debt | Andexxa | Fair Value, Inputs, Level 3 | HealthCare Royalty Partners and its Affiliates (“HCR”) | |||||||
Debt Instrument [Line Items] | |||||||
Estimated fair value of long-term debt | 110,200,000 | 142,000,000 | |||||
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | United States and EU | Andexxa | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of net sales to be paid in each quarter | 5.00% | ||||||
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | Promissory Notes | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from notes payable | $ 50,000,000 | ||||||
Number of debt instruments | promissory_note | 2 | ||||||
Promissory notes, face amount | $ 65,000,000 | ||||||
Promissory notes due date | 2024-12 | ||||||
Repayment amount | $ 62,500,000 | ||||||
Repayment date | Dec. 31, 2023 | ||||||
Accrued interest | 11,300,000 | 10,700,000 | |||||
Gain (loss) on remeasurement of embedded derivatives | (1,600,000) | $ 500,000 | |||||
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | Promissory Notes | Fair Value, Inputs, Level 3 | |||||||
Debt Instrument [Line Items] | |||||||
Estimated fair value of Notes | $ 40,800,000 | $ 47,300,000 | |||||
Scenario Two | Andexxa | HealthCare Royalty Partners and its Affiliates (“HCR”) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of royalty obligated to pay of net worldwide sales | 8.46% | ||||||
Scenario Two | Andexxa | HealthCare Royalty Partners and its Affiliates (“HCR”) | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of royalty obligated to pay of net worldwide sales | 4.19% | ||||||
Scenario Three | Andexxa | HealthCare Royalty Partners and its Affiliates (“HCR”) | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of royalty obligated to pay of net worldwide sales | 195.00% | ||||||
Scenario Three | Andexxa | HealthCare Royalty Partners and its Affiliates (“HCR”) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Transaction expense | $ 290,600,000 | ||||||
Scenario Three | Andexxa | HealthCare Royalty Partners and its Affiliates (“HCR”) | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Target payment for royalty obligation | $ 150,000,000 |
Long Term Obligations - Schedul
Long Term Obligations - Schedule of Payment Obligations (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Non-current portion of notes payable | $ 46,269 | $ 43,100 |
Royalty Based Debt | HealthCare Royalty Partners and its Affiliates (“HCR”) | ||
Debt Instrument [Line Items] | ||
Less: interests to be accreted in future periods | (100,170) | (104,268) |
Less: payments made | (11,420) | (9,069) |
Less: current portion of royalties | (7,723) | (14,316) |
Total repayment obligations | 290,550 | 290,550 |
Carrying value of long term royalty-based debt | 178,960 | 177,213 |
Non-current portion of long term royalty-based debt | 171,237 | 162,897 |
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | Promissory Notes | ||
Debt Instrument [Line Items] | ||
Total repayment obligations | 65,000 | 62,500 |
Less: interests to be accreted in future periods | (7,424) | (5,565) |
Less: payments made | (6,743) | (5,374) |
Carrying value of notes payable | 50,833 | 51,561 |
Less: current portion of royalties | (4,564) | (8,461) |
Non-current portion of notes payable | $ 46,269 | $ 43,100 |
Long Term Obligations - Sched_2
Long Term Obligations - Schedule of Future Principal Maturities of Secured Term Loan (Detail) - Secured Term Loan $ in Thousands | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
2022 | $ 19,231 |
2023 | 19,231 |
2024 | 19,231 |
Thereafter | 67,307 |
Carrying value of long term royalty-based debt | $ 125,000 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Stock Option Activity (Detail) - Employee Stock Option - 2013 Equity Incentive Plan and Inducement Plan | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Shares Subject to Outstanding Stock Options | |
Beginning balance (in shares) | shares | 7,548,436 |
Options granted (in shares) | shares | 1,689,360 |
Options exercised (in shares) | shares | (35,654) |
Options canceled (in shares) | shares | (401,547) |
Ending balance (in shares) | shares | 8,800,595 |
Weighted-Average Exercise Price Per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 32.21 |
Options granted (in dollars per share) | $ / shares | 12.32 |
Options exercised (in dollars per share) | $ / shares | 9.12 |
Options canceled (in dollars per share) | $ / shares | 31.49 |
Ending balance (in dollars per share) | $ / shares | $ 28.52 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) | 1 Months Ended | |
Feb. 29, 2020 | Jan. 31, 2020consecutive_trading_dayshares | |
Performance Stock Options (PSOs) | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for issuance (in shares) | shares | 575,625 | |
Market-Based Performance Stock Units (M-PSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for issuance (in shares) | shares | 865,500 | |
Contingent right to receive share (in shares) | shares | 1 | |
Vesting period (in years) | 3 years | |
Tranche One | Market-Based Performance Stock Units (M-PSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Annual vesting percentage | 33.33% | |
Threshold consecutive trading days | consecutive_trading_day | 20 | |
Average closing price compared to grant date closing price, percentage increase | 50.00% | |
Tranche Two | Market-Based Performance Stock Units (M-PSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Annual vesting percentage | 33.33% | |
Threshold consecutive trading days | consecutive_trading_day | 20 | |
Average closing price compared to grant date closing price, percentage increase | 100.00% | |
Tranche Three | Market-Based Performance Stock Units (M-PSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Annual vesting percentage | 33.33% | |
Threshold consecutive trading days | consecutive_trading_day | 20 | |
Average closing price compared to grant date closing price, percentage increase | 150.00% |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of PSO Activities (Detail) - Performance Stock Options (PSOs) - 2013 Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Shares Subject to Outstanding PSOs | |
Beginning balance (in shares) | shares | 552,010 |
Options granted (in shares) | shares | 575,625 |
Options exercised (in shares) | shares | (2,293) |
Options canceled (in shares) | shares | (430,799) |
Ending balance (in shares) | shares | 694,543 |
Weighted-Average Exercise Price Per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 31.43 |
Options granted (in dollars per share) | $ / shares | 12.79 |
Options exercised (in dollars per share) | $ / shares | 23.76 |
Options canceled (in dollars per share) | $ / shares | 33.29 |
Ending balance (in dollars per share) | $ / shares | $ 14.85 |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of RSU Activity (Detail) - Restricted Stock Units (RSUs) - 2013 Plan and Inducement Plan | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Shares Subject to Outstanding RSUs | |
Beginning balance (in shares) | shares | 1,274,217 |
RSUs granted (in shares) | shares | 947,442 |
RSUs released (in shares) | shares | (355,665) |
RSUs canceled (in shares) | shares | (78,246) |
Ending balance (in shares) | shares | 1,787,748 |
Weighted-Average Grant Date Fair Value Per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 29.86 |
RSUs granted (in dollars per share) | $ / shares | 12.42 |
RSUs released (in dollars per share) | $ / shares | 31.35 |
RSUs canceled (in dollars per share) | $ / shares | 26.53 |
Ending balance (in dollars per share) | $ / shares | $ 20.46 |
Stock Based Compensation - Su_4
Stock Based Compensation - Summary of PSU Activity (Detail) - Performance Stock Units (PSUs) - 2013 Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Subject to Outstanding PSUs | |
Beginning balance (in shares) | shares | 11,925 |
PSUs granted (in shares) | shares | 865,500 |
PSUs released (in shares) | shares | (11,925) |
Ending balance (in shares) | shares | 865,500 |
Weighted-Average Grant Date Fair Value Per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 32.66 |
PSUs granted (in dollars per share) | $ / shares | 13.06 |
PSUs released (in dollars per share) | $ / shares | 32.66 |
Ending balance (in dollars per share) | $ / shares | $ 13.06 |
Stock Based Compensation - Clas
Stock Based Compensation - Classification of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense included in total expenses | $ 9,480 | $ 17,894 |
Capitalized stock-based compensation costs | (327) | (242) |
Research and Development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 2,599 | 10,137 |
Selling, General and Administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 6,881 | $ 7,757 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Portola Common Stockholders - Outstanding Shares of Common Stock Equivalents Excluded from Computation of Diluted Net Loss per Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net loss per share | 8,800,595 | 8,331,332 |
Performance stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net loss per share | 694,543 | 624,321 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net loss per share | 1,500 | 1,500 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net loss per share | 1,787,748 | 1,179,480 |
Performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net loss per share | 865,500 | 108,127 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net loss per share | 273,559 | 14,619 |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Portola Common Stockholders - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020shares | |
Maximum | Contingently issuable shares to a contract manufacturer | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common stock equivalents excluded from computation of diluted net loss per share | 500,000 |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease costs | $ 1,171 | $ 459 |
Short-term lease cost | 4 | 89 |
Total | $ 1,175 | $ 548 |
Leases - Summary of Cash Flow I
Leases - Summary of Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 913 | $ 676 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Lease right-of-use assets, Non-current | $ 11,112 | $ 12,064 |
Operating lease liabilities, Current | 5,133 | 4,715 |
Operating lease liabilities, Non-current | $ 7,786 | $ 8,850 |
Operating leases, Weighted Average Remaining Lease Term (in years) | 2 years 9 months 18 days | 3 years 1 month 6 days |
Operating leases, Weighted Average Discount Rate | 6.56% | 6.55% |
Leases - Summary of Maturity of
Leases - Summary of Maturity of Lease Liabilities (Detail) $ in Thousands | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
Remainder of 2020 | $ 3,993 |
2021 | 4,936 |
2022 | 4,713 |
2023 | 1,188 |
Total lease payments | 14,830 |
Less imputed interests | (1,911) |
Total lease liabilities | $ 12,919 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charge | $ 1,900 |
Severance paid | 900 |
Amount of remaining costs expected | 0 |
Research and Development Expense | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charge | 800 |
General and Administrative Expense | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charge | 1,100 |
Employee Severance | |
Restructuring Cost and Reserve [Line Items] | |
Accrued liability for restructuring charge | $ 1,000 |
Subsequent events - Additional
Subsequent events - Additional Information (Details) - Subsequent Event - Alexion Pharmaceuticals, Inc. and Odyssey Merger Sub Inc. $ / shares in Units, $ in Millions | May 05, 2020USD ($)$ / shares |
Subsequent Event [Line Items] | |
Price per share of shares purchased (in dollars per share) | $ / shares | $ 18 |
Termination fee | $ | $ 51.5 |