Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 08, 2019 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Fortress Biotech, Inc. | |
Entity Central Index Key | 0001429260 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 70,780,103 | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 134,945 | $ 65,508 |
Accounts receivable (net of allowance of $250 and $0 at September 30, 2019 and December 31, 2018, respectively) | 5,137 | 5,498 |
Short-term investments (certificates of deposit) | 5,000 | 17,604 |
Inventory | 941 | 678 |
Other receivables - related party | 1,243 | 2,095 |
Prepaid expenses and other current assets | 4,117 | 6,735 |
Restricted cash, current | 14,929 | |
Current assets held for sale | 13,089 | |
Total current assets | 166,312 | 111,207 |
Property and equipment, net | 12,152 | 12,019 |
Operating lease right-of-use asset, net | 21,876 | |
Restricted cash | 1,145 | 16,074 |
Long-term investment, at fair value | 11,193 | |
Intangible asset, net | 7,731 | 1,417 |
Other assets | 1,179 | 276 |
Total assets | 221,588 | 140,993 |
Current liabilities | ||
Accounts payable and accrued expenses | 28,512 | 34,067 |
Accounts payable and accrued expenses - related party | 149 | |
Interest payable | 1,039 | 1,232 |
Interest payable - related party | 89 | 97 |
Notes payable, short-term - related party (net of debt discount of $0 and $336 at September 30, 2019 and December 31, 2018, respectively) | 15,472 | 9,164 |
Partner company convertible note, short-term, at fair value | 9,914 | |
Operating lease liabilities - short-term | 1,741 | |
Derivative warrant liability | 991 | |
Total current liabilities | 46,853 | 55,614 |
Notes payable, long-term (net of debt discount of $5,728 and $4,567 at September 30, 2019 and December 31, 2018, respectively) | 68,542 | 60,425 |
Operating lease liabilities - long-term | 24,168 | |
Other long-term liabilities | 7,025 | 5,211 |
Total liabilities | 146,588 | 121,250 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $.001 par value, 15,000,000 authorized, 5,000,000 designated Series A shares, 1,026,111 and 1,000,000 shares issued and outstanding as of September 30, 2019 and December 31, 2018; liquidation value of $25.00 per share | 1 | 1 |
Common stock, $.001 par value, 100,000,000 shares authorized, 70,335,534 and 57,845,447 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 70 | 58 |
Common stock issuable, 307,486 and 744,322 shares as of September 30, 2019 and December 31, 2018, respectively | 500 | 659 |
Additional paid-in-capital | 445,966 | 397,408 |
Accumulated deficit | (420,742) | (396,274) |
Total stockholders' equity attributed to the Company | 25,795 | 1,852 |
Non-controlling interests | 49,205 | 17,891 |
Total stockholders' equity | 75,000 | 19,743 |
Total liabilities and stockholders' equity | $ 221,588 | $ 140,993 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Condensed Consolidated Balance Sheets | ||
Allowance for Doubtful Accounts Receivable, Current | $ 250 | $ 0 |
Debt Instrument, Unamortized Discount, Current | 0 | 336 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 5,728 | $ 4,567 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred Stock Shares Designated | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 1,026,111 | 1,026,111 |
Preferred Stock, shares outstanding | 1,000,000 | 1,000,000 |
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 70,335,534 | 57,845,447 |
Common Stock, shares outstanding | 70,335,534 | 57,845,447 |
Common Stock, Shares Subscribed but Unissued | 307,486 | 744,322 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | ||||
Product revenue, net | $ 9,492,000 | $ 5,168,000 | $ 23,816,000 | $ 17,366,000 |
Revenue - from a related party | 280,000 | 5,000 | 1,683,000 | 525,000 |
Net revenue | 9,772,000 | 5,173,000 | 25,499,000 | 17,891,000 |
Operating expenses | ||||
Cost of goods sold - product revenue | 2,702,000 | 1,406,000 | 6,972,000 | 4,546,000 |
Research and development | 14,571,000 | 16,082,000 | 56,355,000 | 58,528,000 |
Research and development - licenses acquired | 700,000 | 3,706,000 | 1,350,000 | 3,804,000 |
General and administrative | 14,339,000 | 12,184,000 | 41,260,000 | 38,788,000 |
Total operating expenses | 32,312,000 | 33,378,000 | 105,937,000 | 105,666,000 |
Loss from operations | (22,540,000) | (28,205,000) | (80,438,000) | (87,775,000) |
Other income (expenses) | ||||
Interest income | 738,000 | 269,000 | 1,955,000 | 841,000 |
Interest expense and financing fee | (3,168,000) | (2,657,000) | (8,743,000) | (7,650,000) |
Change in fair value of derivative liability | 12,000 | 114,000 | ||
Change in fair value of subsidiary convertible note | (84,000) | 26,000 | ||
Change in fair value of investments | (565,000) | (1,390,000) | ||
Other loss | (333,000) | |||
Gain on deconsolidation of Caelum | 18,521,000 | |||
Total other income (expenses) | (2,430,000) | (3,025,000) | 11,733,000 | (8,392,000) |
Loss from continuing operations | (24,970,000) | (31,230,000) | (68,705,000) | (96,167,000) |
Discontinued operations: | ||||
Income (loss) from discontinued operations, net of tax | 2,643,000 | (6,354,000) | ||
Total income (loss) from discontinued operations | 2,643,000 | (6,354,000) | ||
Net loss | (24,970,000) | (28,587,000) | (68,705,000) | (102,521,000) |
Less: net loss attributable to non-controlling interests | 12,208,000 | 11,949,000 | 44,237,000 | 43,254,000 |
Net loss attributable to common stockholders | $ (12,762,000) | $ (16,638,000) | $ (24,468,000) | $ (59,267,000) |
Loss from continuing operations per common share - basic and diluted | $ (0.44) | $ (0.70) | $ (1.29) | $ (2.21) |
Income (loss) from discontinued operations per common share - basic and diluted | 0.06 | (0.15) | ||
Net loss per common share attributable to common stockholders - basic and diluted | $ (0.22) | $ (0.37) | $ (0.46) | $ (1.36) |
Weighted average common shares outstanding - basic and diluted | 56,856,821 | 44,818,186 | 53,060,565 | 43,578,763 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Series A Preferred Stock [Member] | Common Stock [Member] | Common Shares Issuable [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interests [Member] | Total |
Balance at Dec. 31, 2017 | $ 1 | $ 51 | $ 500 | $ 364,148 | $ (312,127) | $ 67,929 | $ 120,502 |
Balance (in shares) at Dec. 31, 2017 | 1,000,000 | 50,991,285 | |||||
Stock-based compensation expense | 12,043 | 12,043 | |||||
Issuance of restricted stock | $ 2 | (2) | |||||
Issuance of restricted stock (in shares) | 1,809,421 | ||||||
Issuance of common stock for at-the-market offering, net | $ 3 | 6,956 | 6,959 | ||||
Issuance of common stock for at-the-market offering, net (in shares) | 2,668,756 | ||||||
Issuance of common stock under ESPP | 128 | 128 | |||||
Issuance of common stock under ESPP (in shares) | 43,707 | ||||||
Issuance of subsidiaries' common shares for license expenses | 229 | 229 | |||||
Disposal of National | 14,376 | 14,376 | |||||
Subsidiary's offering cost | 22,668 | 22,668 | |||||
Subsidiary's ATM offering, net | 7,726 | 7,726 | |||||
Exercise of partner company's warrants for cash | 181 | 181 | |||||
Adjustments To Additional Paid In Capital At Market Offering Costs | (240) | (240) | |||||
Contribution of capital for 2017 bonuses | 1,000 | 1,000 | |||||
Common shares issuable for 2017 Subordinated Note Financing interest expense | 495 | 495 | |||||
Common shares issued for 2017 Subordinated Note Financing interest expense | (500) | 1,478 | 978 | ||||
Common shares issued for 2017 Subordinated Note Financing interest expense (in shares) | 436,281 | ||||||
Common shares issued for Opus interest expense | 574 | 574 | |||||
Common shares issued for Opus interest expense (in shares) | 234,030 | ||||||
Preferred A dividends declared and paid | (1,758) | (1,758) | |||||
2017 Preferred A offering cost adjustment | 1,297 | 1,297 | |||||
Non-controlling interest in subsidiaries | (22,189) | 22,189 | |||||
Net loss attributable to non-controlling interest | (43,254) | (43,254) | |||||
Net loss attributable to common stockholders | (59,267) | (59,267) | |||||
Balance at Sep. 30, 2018 | $ 1 | $ 56 | 495 | 408,615 | (371,394) | 46,864 | 84,637 |
Balance (in shares) at Sep. 30, 2018 | 1,000,000 | 56,183,480 | |||||
Balance at Jun. 30, 2018 | $ 1 | $ 54 | 776 | 397,858 | (354,756) | 52,332 | 96,265 |
Balance (in shares) at Jun. 30, 2018 | 1,000,000 | 53,987,074 | |||||
Stock-based compensation expense | 4,096 | 4,096 | |||||
Issuance of restricted stock (in shares) | 251,147 | ||||||
Issuance of common stock for at-the-market offering, net | $ 2 | 2,887 | 2,889 | ||||
Issuance of common stock for at-the-market offering, net (in shares) | 1,537,921 | ||||||
Issuance of subsidiaries' common shares for license expenses | 206 | 206 | |||||
Disposal of National | 934 | 934 | |||||
Subsidiary's offering cost | 11 | 11 | |||||
Subsidiary's ATM offering, net | 7,726 | 7,726 | |||||
Adjustments To Additional Paid In Capital At Market Offering Costs | (99) | (99) | |||||
Contribution of capital for 2017 bonuses | 1,000 | 1,000 | |||||
Common shares issuable for 2017 Subordinated Note Financing interest expense | 495 | 495 | |||||
Common shares issued for 2017 Subordinated Note Financing interest expense | (489) | 489 | |||||
Common shares issued for 2017 Subordinated Note Financing interest expense (in shares) | 173,308 | ||||||
Common shares issued for Opus interest expense | (287) | 574 | 287 | ||||
Common shares issued for Opus interest expense (in shares) | 234,030 | ||||||
Preferred A dividends declared and paid | (586) | (586) | |||||
Non-controlling interest in subsidiaries | (6,481) | 6,481 | |||||
Net loss attributable to non-controlling interest | (11,949) | (11,949) | |||||
Net loss attributable to common stockholders | (16,638) | (16,638) | |||||
Balance at Sep. 30, 2018 | $ 1 | $ 56 | 495 | 408,615 | (371,394) | 46,864 | 84,637 |
Balance (in shares) at Sep. 30, 2018 | 1,000,000 | 56,183,480 | |||||
Balance at Dec. 31, 2018 | $ 1 | $ 58 | 659 | 397,408 | (396,274) | 17,891 | 19,743 |
Balance (in shares) at Dec. 31, 2018 | 1,000,000 | 57,845,447 | |||||
Stock-based compensation expense | 10,423 | 10,423 | |||||
Issuance of restricted stock | $ 2 | (2) | |||||
Issuance of restricted stock (in shares) | 1,842,034 | ||||||
Issuance of preferred A for at-the-market offering, net | 523 | 523 | |||||
Issuance of preferred A for at-the-market offering, net (in shares) | 26,111 | ||||||
Issuance of common stock for at-the-market offering, net | $ 9 | 15,789 | 15,798 | ||||
Issuance of common stock for at-the-market offering, net (in shares) | 8,604,469 | ||||||
Issuance of common stock under ESPP | 60 | 60 | |||||
Issuance of common stock under ESPP (in shares) | 54,221 | ||||||
Issuance of subsidiaries' common shares for license expenses | (164) | 164 | |||||
Subsidiary's offering cost | 61,036 | 61,036 | |||||
Subsidiary's ATM offering, net | 29,680 | 29,680 | |||||
Issuance of partner company warrants in conjunction with Horizon Notes | 888 | 888 | |||||
Common shares issuable for 2017 Subordinated Note Financing interest expense | 500 | 500 | |||||
Common shares issued for 2017 Subordinated Note Financing interest expense | $ 1 | (495) | 1,468 | 974 | |||
Common shares issued for 2017 Subordinated Note Financing interest expense (in shares) | 1,330,450 | ||||||
Common shares issuable for Opus interest expense | 281 | 281 | |||||
Common shares issued for Opus interest expense | (281) | 506 | 225 | ||||
Common shares issued for Opus interest expense (in shares) | 262,088 | ||||||
Common shares issued for Opus debt | 500 | 500 | |||||
Common shares issued for Opus debt (in shares) | 396,825 | ||||||
Preferred A dividends declared and paid | (1,773) | (1,773) | |||||
Non-controlling interest in subsidiaries | (70,702) | 70,702 | |||||
Write off of Partner company note receivable | (2) | (2) | |||||
Deconsolidation of Caelum non-controlling interest | 4,849 | 4,849 | |||||
Net loss attributable to non-controlling interest | (44,237) | (44,237) | |||||
Net loss attributable to common stockholders | (24,468) | (24,468) | |||||
Balance at Sep. 30, 2019 | $ 1 | $ 70 | 500 | 445,966 | (420,742) | 49,205 | 75,000 |
Balance (in shares) at Sep. 30, 2019 | 1,026,111 | 70,335,534 | |||||
Balance at Jun. 30, 2019 | $ 1 | $ 68 | 490 | 439,295 | (407,980) | 57,946 | 89,820 |
Balance (in shares) at Jun. 30, 2019 | 1,000,000 | 68,138,203 | |||||
Stock-based compensation expense | 3,741 | 3,741 | |||||
Issuance of restricted stock (in shares) | 177,292 | ||||||
Issuance of preferred A for at-the-market offering, net | 523 | 523 | |||||
Issuance of preferred A for at-the-market offering, net (in shares) | 26,111 | ||||||
Issuance of common stock for at-the-market offering, net | $ 1 | 1,930 | 1,931 | ||||
Issuance of common stock for at-the-market offering, net (in shares) | 1,213,643 | ||||||
Subsidiary's offering cost | 52 | 52 | |||||
Subsidiary's ATM offering, net | 3,341 | 3,341 | |||||
Common shares issuable for 2017 Subordinated Note Financing interest expense | 500 | 500 | |||||
Common shares issued for 2017 Subordinated Note Financing interest expense | $ 1 | (490) | 489 | ||||
Common shares issued for 2017 Subordinated Note Financing interest expense (in shares) | 317,804 | ||||||
Common shares issued for Opus interest expense | 165 | 165 | |||||
Common shares issued for Opus interest expense (in shares) | 91,767 | ||||||
Common shares issued for Opus debt | 500 | 500 | |||||
Common shares issued for Opus debt (in shares) | 396,825 | ||||||
Preferred A dividends declared and paid | (601) | (601) | |||||
Non-controlling interest in subsidiaries | (3,467) | 3,467 | |||||
Write off of Partner company note receivable | (2) | (2) | |||||
Net loss attributable to non-controlling interest | (12,208) | (12,208) | |||||
Net loss attributable to common stockholders | (12,762) | (12,762) | |||||
Balance at Sep. 30, 2019 | $ 1 | $ 70 | $ 500 | $ 445,966 | $ (420,742) | $ 49,205 | $ 75,000 |
Balance (in shares) at Sep. 30, 2019 | 1,026,111 | 70,335,534 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (68,705) | $ (102,521) |
Net loss on discontinued operations | 6,354 | |
Loss from continuing operations | 68,705 | 96,167 |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation expense | 1,414 | 892 |
Bad debt expense | 250 | |
Amortization of debt discount | 2,459 | 1,819 |
Amortization of product revenue license fee | 820 | 433 |
Amortization of operating lease right-of-use assets | 1,150 | |
Stock-based compensation expense | 10,423 | 12,053 |
Common shares issuable for 2017 Subordinated Note Financing interest expense | 500 | 495 |
Common shares issued for 2017 Subordinated Note Financing interest expense | 974 | 978 |
Common shares issuable for Opus interest expense | 281 | |
Common shares issued for Opus interest expense | 225 | 574 |
Change in fair value of investments | 1,390 | |
Change in fair value of derivative liability | (114) | |
Change in fair value of partner company convertible note | (26) | |
Gain on deconsolidation of Caelum | (18,521) | |
Research and development-licenses acquired, expense | 1,350 | 3,804 |
Increase (decrease) in cash and cash equivalents resulting from changes in operating assets and liabilities: | ||
Accounts receivable | 111 | 2,327 |
Inventory | (263) | (503) |
Other receivables - related party | 852 | 204 |
Prepaid expenses and other current assets | 1,812 | (1,428) |
Other assets | (903) | 200 |
Current assets held for sale | (9,451) | |
Noncurrent assets held for sale | 1,274 | |
Current liabilities held for sale | 12,561 | |
Accounts payable and accrued expenses | (3,841) | (407) |
Accounts payable and accrued expenses - related party | (149) | (19) |
Interest payable | 5 | (274) |
Interest payable - related party | (8) | (3) |
Lease liabilities | (940) | |
Other long-term liabilities | 795 | 222 |
Net cash used in continuing operating activities | (69,909) | (69,166) |
Net cash used in discontinued operating activities | (7,522) | |
Net cash used in operating activities | (69,909) | (76,688) |
Cash Flows from Investing Activities: | ||
Purchase of research and development licenses | (850) | (1,075) |
Purchase of property and equipment | (1,455) | (6,743) |
Purchase of intangible asset | (2,400) | |
Purchase of short-term investment (certificates of deposit) | (5,000) | (47,538) |
Redemption of short-term investment (certificates of deposit) | 17,604 | 61,002 |
Security deposits paid | (344) | |
Deconsolidation of Caelum | (1,201) | |
Net cash provided by continuing investing activities | 6,698 | 5,302 |
Net cash provided by discontinued investing activities | 13,089 | |
Net cash provided by investing activities | 19,787 | 5,302 |
Cash Flows from Financing Activities: | ||
Payment of Preferred A dividends | (1,773) | (1,758) |
Inter-company costs related to the issuance of Series A preferred stock | 1,297 | |
Proceeds from issuance of common stock under ESPP | 60 | 128 |
Proceeds from issuance of common stock for at-the-market offering | 16,099 | 6,959 |
Payment of cost related to issuance of common stock for at-the-market offering | 301 | 240 |
Proceeds from issuance of Series A preferred stock for at-the-market offering | 539 | |
Payment of cost related to issuance of Series A preferred stock for at-the-market offering | (16) | |
Proceeds from partner company's sale of stock | 66,623 | 23,011 |
Payment of costs related to partner company's sale of stock | (4,754) | (343) |
Proceeds from partner company's at-the-market offering | 30,419 | 7,980 |
Payment of costs related to partner company's at-the-market offering | (739) | (234) |
Proceeds from exercise of partner company's warrants | 181 | |
Payment of debt issuance costs associated with 2017 Subordinated Note Financing | (79) | (404) |
Proceeds from 2018 Venture Notes | 21,707 | |
Payment of debt issuance costs associated with 2018 Venture Notes | (126) | (1,868) |
Proceeds from partner company's Horizon Notes | 15,000 | |
Payment of debt issuance costs associated with partner company's Horizon Notes | (1,393) | |
Payment of partner company's Convertible Notes | (4,076) | |
Net cash provided by financing activities | 119,559 | 52,340 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 69,437 | (19,046) |
Cash and cash equivalents and restricted cash at beginning of period | 81,582 | 110,958 |
Cash and cash equivalents and restricted cash at end of period | 151,019 | 91,912 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3,976 | 3,767 |
Cash paid for interest - related party | 342 | 281 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Settlement of restricted stock units into common stock | 2 | 2 |
Unpaid partner company's at-the-market offering cost | 20 | |
Common shares issuable for license acquired | 164 | |
Issuance of partner company warrants in conjunction with Horizon Notes | 888 | |
Common shares issued for 2017 Subordinated Note Financing interest expense | 500 | |
Common shares issued for Opus debt, a related party | 500 | |
Unpaid fixed assets | 288 | 125 |
Partner company's previous paid offering cost | 833 | |
Partner company's unpaid intangible assets | $ 4,734 | $ 1,200 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization and Description of Business | |
Organization and Description of Business | 1. Organization and Description of Business Fortress Biotech, Inc. (“Fortress” or the “Company”) is a biopharmaceutical company dedicated to acquiring, developing and commercializing pharmaceutical and biotechnology products and product candidates, which the Company does at the Fortress level, at its majority-owned and majority-controlled subsidiaries and joint ventures, and at entities the Company founded and in which it maintains significant minority ownership positions. Fortress has a talented and experienced business development team, comprising scientists, doctors and finance professionals, who identify and evaluate promising products and product candidates for potential acquisition by new or existing partner companies. Fortress through its partner companies has executed such arrangements in partnership with some of the world’s foremost universities, research institutes and pharmaceutical companies, including City of Hope National Medical Center, Fred Hutchinson Cancer Research Center, St. Jude Children’s Research Hospital, Dana-Farber Cancer Institute, Nationwide Children’s Hospital, and the University of Pennsylvania. Following the exclusive license or other acquisition of the intellectual property underpinning a product or product candidate, Fortress leverages its business, scientific, regulatory, legal and finance expertise to help the partners achieve their goals. Partner companies then assess a broad range of strategic arrangements to accelerate and provide additional funding to support research and development, including joint ventures, partnerships, out-licensings, and public and private financings; to date, three partner companies are publicly-traded, and two have consummated strategic partnerships with industry leaders Alexion Pharmaceuticals, Inc. and InvaGen Pharmaceuticals, Inc. (a subsidiary of Cipla Limited). As of September 30, 2019, several of the Fortress partner companies maintain licenses to product candidate intellectual property, including Aevitas Therapeutics, Inc. (“Aevitas”), Avenue Therapeutics, Inc. (“Avenue”), Caelum Biosciences, Inc. (“Caelum”), Cellvation, Inc. (“Cellvation”), Checkpoint Therapeutics, Inc. (“Checkpoint”), Cyprium Therapeutics, Inc. (“Cyprium”), Helocyte, Inc. (“Helocyte”), Journey Medical Corporation (“Journey” or “JMC”), Mustang Bio, Inc. (“Mustang”), and Tamid Bio, Inc. (“Tamid”). Liquidity and Capital Resources Since inception, the Company’s operations have been financed primarily through the sale of equity and debt securities and proceeds from the exercise of warrants and stock options. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur substantial losses for the next several years as it continues to fully develop and prepare regulatory filings and obtain regulatory approvals for its existing and new product candidates. The Company’s current cash and cash equivalents are sufficient to fund operations for at least the next 12 months. However, the Company will need to raise additional funding through strategic relationships, public or private equity or debt financings, sale of a partner company, grants or other arrangements to fully develop and prepare regulatory filings and obtain regulatory approvals for the existing and new product candidates, fund operating losses, and, if deemed appropriate, establish or secure through third parties manufacturing for the potential products, sales and marketing capabilities. If such funding is not available or not available on terms acceptable to the Company, the Company’s current development plan and plans for expansion of its general and administrative infrastructure will be curtailed. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited financial statements for the preceding fiscal year for each of the companies: Avenue, Checkpoint and Mustang. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10‑K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 18, 2019, from which the Company derived the balance sheet data at December 31, 2018, as well as Checkpoint’s Form 10‑K, filed with the SEC on March 18, 2019, Mustang’s Form 10‑K, filed with the SEC on March 18, 2019, and Avenue’s Form 10‑K, filed with the SEC on March 12, 2019. The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries: Avenue, Aevitas, CB Securities Corporation, Cellvation, Coronado SO Co., Checkpoint, Cyprium, Escala Therapeutics, Inc., GeneXion Oncology, Inc., Helocyte, Immune Limited, JMC, Mustang, Tamid, Fortress Biotech China, Inc., FBIO Acquisition Corp. IV, FBIO Acquisition Corps. VI - XIV, and JG Pharma, Inc., a subsidiary of JMC. All intercompany balances and transactions have been eliminated. The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Use of Estimates The Company’s unaudited condensed consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. The Company’s significant estimates include, but are not limited to, useful lives assigned to long-lived and intangible assets, fair value measurements, stock-based compensation, common stock issued to acquire licenses, investments, accrued expenses, derivative warrant liabilities, revenue with customers, provisions for income taxes and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. Discontinued Operations At December 31, 2018, the Company determined that its National Holdings Corporation (“National”) segment met the discontinued operations criteria set forth in Accounting Standards Codification (ASC) Subtopic 205‑20‑45, Presentation of Financial Statements . As such, the National segment results have been classified as discontinued operations in the accompanying Condensed Consolidated financial statements. See Note 3 for more information relating to the Company’s discontinued operations. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2018 Annual Report other than the adoption of the Financial Accounting Standards Board (FASB) Accounting Standard Updates (ASU) ASU 2016‑02, Leases, and 2018‑07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases . Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. Stock-Based Compensation The Company expenses stock-based compensation to employees over the requisite service period based on the estimated grant-date fair value of the awards and forfeiture rates. For stock-based compensation awards to non-employees, prior to the adoption of ASU 2018‑07 on January 1, 2019, the Company remeasured the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards were recognized as compensation expense in the period of change. Subsequent to the adoption of ASU 2018‑07, the Company recognizes non-employees compensation costs over the requisite service period based on a measurement of fair value for each stock award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model or independent appraisals, as applicable. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Recently Adopted Accounting Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33‑10532, Disclosure Update and Simplification , amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule became effective on November 5, 2018. The Company included the required presentation of changes in stockholders’ equity in this Form 10‑Q. In June 2018, the FASB issued ASU 2018‑07, Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted ASU No. 2018‑07 as of January 1, 2019. As a result of the adoption of ASU 2018‑07, the grant date fair value of non-employee awards will be fixed as of December 31, 2018, rather than the prior methodology that recognized a variable cost based on the fair value of such shares as of their vesting dates. The Company recorded non-employees’ awards as of January 1, 2019 prospectively. The Company’s implementation of this standard as of January 1, 2019 did not have a material impact on its condensed consolidated financial statements. In July 2017, the FASB issued ASU 2017‑11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception . Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The adoption of this ASU on January 1, 2019 did not have a material impact on its condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016‑02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018‑11, Leases (Topic 842): Targeted Improvements , which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method by recording a right of use asset of $23.0 million, a lease liability of $26.8 million and eliminated deferred rent of approximately $3.8 million; there was no effect on opening retained earnings, and the Company continues to account for leases in the prior period financial statements under ASC Topic 840. In adopting the new standard, the Company elected to apply the practical expedients regarding the identification of leases, lease classification, indirect costs, and the combination of lease and non-lease components. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016‑13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments. ASU 2016‑13 requires that expected credit losses relating to financial assets are measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. ASU 2016‑13 limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The new standard will be effective on January 1, 2020 and may be adopted earlier. The Company is currently evaluating the impact, if any, that ASU 2016‑13 will have on its 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 , which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. The Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations | |
Discontinued Operations | 3. Discontinued Operations The following is a summary of revenue and expenses of National for the three and nine months ended September 30, 2018. The Company had no activity related to National in 2019. Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2018 2018 Revenue $ 58,520 $ 165,061 Operating expenses Commissions, compensation and fees 48,556 141,462 Clearing fees 451 1,772 Communications 856 2,429 Occupancy 738 2,834 Licenses and registration 861 2,028 Professional fees 1,076 3,047 Interest 26 30 Underwriting costs 43 230 Depreciation and amortization 871 2,587 Other administrative expenses 1,726 5,839 Total operating expenses 55,204 162,258 Loss from operations 3,316 2,803 Other income (expenses) Interest income — 6 Interest expense and financing fees 429 1,195 Change in fair value of derivative liabilities (12) (8,045) Other income (146) 69 Total other income (expenses) 271 (6,775) Income (loss) from discontinued operations before income taxes 3,587 (3,972) Income tax expense 944 2,382 Income (loss) from discontinued operations 2,643 (6,354) Gain from disposal of National — — Total income (loss) from discontinued operations, net of tax $ 2,643 $ (6,354) During the nine months ended September 30, 2019, the Company received $13.1 million or $3.25 per share, for its remaining ownership of National, as such as of September 30, 2019, the Company had no asset available for sale on its condensed consolidated balance sheets. In connection with this sale, the Company classified the assets and liabilities related to National, included on its condensed consolidated balance sheet as of December 31, 2018, as held for sale as presented in the table below: December 31, ($ in thousands) 2018 ASSETS Current assets Current assets held for sale $ 13,089 Total current assets held for sale 13,089 Total assets held for sale $ 13,089 The table below depicts the cash flows from the transaction for the nine months ended September 30, 2019 and 2018, respectively: Nine Months Ended September 30, ($ in thousands) 2019 2018 Operating activities Effect of elimination entry with discontinued operations presentation $ — $ (1,168) Net loss on discontinued operations — (6,354) Total cash used in discontinued operating activities $ — $ (7,522) Investing activities Proceeds from sale of National $ 13,089 $ — Total cash provided by discontinued investing activities $ 13,089 $ — |
Collaboration and Stock Purchas
Collaboration and Stock Purchase Agreements | 9 Months Ended |
Sep. 30, 2019 | |
Collaboration And Stock Purchase Agreements | |
Collaboration and Stock Purchase Agreements | 4. Collaboration and Stock Purchase Agreements Caelum Agreement with Alexion In January 2019, Caelum, a subsidiary of the Company, entered into a Development, Option and Stock Purchase Agreement (the “ DOSPA ”) and related documents by and among Caelum, Alexion Therapeutics, Inc. (“ Alexion ”), the Company and Caelum security holders parties thereto (including Fortress, the “ Sellers ”). Under the terms of the agreement, Alexion purchased a 19.9% minority equity interest in Caelum for $30 million. Additionally, Alexion has agreed to make potential payments to Caelum upon the achievement of certain developmental milestones, in exchange for which Alexion obtained a contingent exclusive option to acquire the remaining equity in Caelum for pre-negotiated economics. The Company deconsolidated its holdings in Caelum immediately prior to the execution of the DOSPA. Following the DOSPA execution, the Company owns approximately 40% of the issued and outstanding capital stock of Caelum. The following table provides a summary of the assets and liabilities of Caelum impacted by the deconsolidation: January ($ in thousands) 2019 ASSETS Current assets Cash and cash equivalents $ 1,201 Prepaid expenses and other current assets 6 Total current assets $ 1,207 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 2,246 Interest payable 198 Interest payable - related party 106 Note payable - related party 929 Note payable 9,914 Warrant liability 991 Total current liabilities 14,384 Net liability impacted by deconsolidation $ 13,177 In connection with this transaction the Company recorded a gain resulting from the deconsolidation of Caelum on its condensed consolidated financial statements for the nine months ended September 30, 2019: Gain on deconsolidation of ($ in thousands) Caelum Fair value of Caelum $ 11,193 Net liabilities deconsolidated 13,177 Non-controlling interest share (4,849) Write off of MSA fees due Fortress (1,000) Gain on deconsolidation of Caelum $ 18,521 Avenue Agreement with InvaGen On November 12, 2018, the Company’s partner company Avenue entered into a Stock Purchase and Merger Agreement (“SPMA”) with InvaGen Pharmaceuticals Inc. (“InvaGen”) and Madison Pharmaceuticals Inc., a newly-formed, wholly-owned subsidiary of InvaGen. Pursuant to the SPMA, and following approval by Avenue’s stockholders on February 8, 2019, InvaGen purchased a number of shares of Avenue common stock representing 33.3% of Avenue’s fully-diluted capital stock for net proceeds to Avenue of $31.5 million (after deducting fees and other offering-related costs). Upon the achievement of certain closing conditions (including most notably U.S. Food and Drug Administration approval for IV Tramadol, Avenue’s product candidate), InvaGen will be obligated to acquire Avenue via reverse subsidiary merger (the “Merger Transaction”). Under the Merger Transaction, InvaGen will pay $180 million (subject to certain potential reductions) to the holders of Avenue’s capital stock (other than InvaGen itself). Subject to the terms and conditions described in the SPMA, InvaGen may also provide interim financing to Avenue in an amount of up to $7.0 million during the time period between February 8, 2019 and the Merger Transaction. Any amounts drawn on the interim financing will be deducted from the aggregate consideration payable to Company stockholders by virtue of the Merger Transaction. Prior to the closing of the Merger Transaction, Avenue will enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a trust company as rights, pursuant to which holders of common shares of Avenue, other than InvaGen (each, a “Holder”), will be entitled to receive on Contingent Value Right (“CVR”) for each share held immediately prior to the Merger Transaction. Each CVR represents the right of its holder to receive a contingent cash payment pursuant to the CVR Agreement upon the achievement of certain milestones. If, during the period commencing on the day following the closing of the Merger Transaction until December 31, 2028, IV Tramadol generates at least $325 million or more in Net Sales (as defined in the CVR Agreement) in a calendar year, each Holder shall be entitled to receive their pro rata share of (i) if the product generated less than $400 million in Net Sales during such calendar year, 10% of Gross Profit (as defined in the CVR Agreement), (ii) if the product generated between $400 million and $500 million in Net Sales during such calendar year, 12.5% of Gross Profit, or (iii) if the product generated more than $500 million in Net Sales during such calendar year, 15% of Gross Profit. Additionally, at any time beginning on January 1, 2029 that IV Tramadol has generated at least $1.5 billion in aggregate Net Sales, then with respect to each calendar year in which IV Tramadol generates $100 million or more in Net Sales, each Holder shall be entitled to receive their pro rata share of an amount equal to 20% of the Gross Profit generated by IV Tramadol. These additional payments will terminate on the earlier of December 31, 2036 and the date (which may be extended by up to 6 months) that any person has received approval from the FDA for an Abbreviated New Drug Application or an FDA AP-rated 505(b)(2) NDA using IV Tramadol. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property and Equipment | |
Property and Equipment | 5. Property and Equipment Fortress’ property and equipment consisted of the following: Useful Life September 30, December 31, ($ in thousands) (Years) 2019 2018 (Unaudited) Computer equipment 3 $ 648 $ 648 Furniture and fixtures 5 1,153 1,128 Machinery & equipment 5 3,960 3,143 Leasehold improvements 5‑15 9,358 9,271 Construction in progress (1) N/A 1,011 393 Total property and equipment 16,130 14,583 Less: Accumulated depreciation (3,978) (2,564) Property and equipment, net $ 12,152 $ 12,019 Note 1: Relates to the Mustang cell processing facility. Fortress' depreciation expense for the three months ended September 30, 2019 and 2018, was approximately $0.5 million and $0.4 million, respectively, and was recorded in both research and development expense and general and administrative expense in the Condensed Consolidated Statements of Operations. Fortress' depreciation expense for the nine months ended September 30, 2019 and 2018, was approximately $1.4 million and $0.9 million, respectively, and was recorded in both research and development expense and general and administrative expense in the Condensed Consolidated Statements of Operations. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | 6. Fair Value Measurements Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as accounts payable, accrued expenses and other current liabilities. Fair Value of Caelum The Company valued its investment in Caelum in accordance with ASC Topic 820, Fair Value Measurements and Disclosures , and estimated the fair value to be $11.2 million based on a per share value of $1.549. The following inputs were utilized to derive the value: risk free rate of return of 2.24%, volatility of 70% and a discount for lack of marketability of 27.9%. In connection with the DOSPA Caelum’s convertible notes automatically converted into common shares of Caelum and the warrant liability payable to the placement agent in connection with the placement of the convertible notes was also issued. Caelum Warrant Liability The Caelum warrant liability and convertible notes did not exist as of September 30, 2019. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Caelum’s warrant liability that are categorized within Level 3 of the fair value hierarchy as of December 31, 2018 is as follows: December 31, 2018 Risk-free interest rate 2.905% – 2.909 % Expected dividend yield — % Expected term in years 3.84 – 3.96 Expected volatility 70 % Fair Value of Derivative Warrant ($ in thousands) Liability Beginning balance at January 1, 2019 $ 991 Issuance of warrant due to conversion of note (991) Ending balance at September 30, 2019 $ — Caelum Convertible Notes A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Caelum’s convertible notes that are categorized within Level 3 of the fair value hierarchy as of December 31, 2018 is as follows: December 31, 2018 Risk-free interest rate 2.302 % Expected dividend yield — % Expected term in years 0.32 Expected volatility 67 % Caelum Convertible Notes, at fair ($ in thousands) value Beginning balance at January 1, 2019 $ 9,914 Conversion of the convertible notes (9,914) Ending balance at September 30, 2019 $ — The following tables classify into the fair value hierarchy of Fortress’ financial instruments, measured at fair value as of September 30, 2019 and December 31, 2018: Fair Value Measurement as of September 30, 2019 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Fair value of investment in Caelum $ — $ — $ 11,193 $ 11,193 Total $ — $ — $ 11,193 $ 11,193 Fair Value Measurement as of December 31, 2018 ($ in thousands) Level 1 Level 2 Level 3 Total Liabilities Caelum warrant liability $ — $ — $ 991 $ 991 Caelum convertible notes, at fair value — — 9,914 9,914 Total $ — $ — $ 10,905 $ 10,905 The table below provides a roll-forward of the changes in fair value of Level 3 financial instruments as of September 30, 2019: Caelum Investment in Convertible Warrant ($ in thousands) Caelum Note liabilities Total Balance at December 31, 2018 $ — $ 9,914 $ 991 $ 10,905 Conversion of convertible notes — (9,914) — (9,914) Issuance of warrant — — (991) (991) Fair value of investment 11,193 — — 11,193 Balance at September 30, 2019 $ 11,193 $ — $ — $ 11,193 As of September 30, 2019, no transfers occurred between Level 1, Level 2 and Level 3 instruments. |
Licenses Acquired
Licenses Acquired | 9 Months Ended |
Sep. 30, 2019 | |
Licenses Acquired | |
Licenses Acquired | 7. Licenses Acquired In accordance with ASC 730‑10‑25‑1, Research and Development , costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future use. The licenses purchased by Fortress, Aevitas, Avenue, Cellvation, Checkpoint, Cyprium, Helocyte, Mustang and Tamid require substantial completion of research and development, and regulatory and marketing approval efforts in order to reach technological feasibility. As such, for the three and nine months ended September 30, 2019 and 2018, the purchase price of licenses acquired was classified as research and development-licenses acquired in the Condensed Consolidated Statements of Operations as reflected in the table below: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2019 2018 2019 2018 Fortress Companies: Helocyte $ — $ 1,500 $ — $ 1,521 Checkpoint — 1,000 — 1,000 Caelum — 201 — 201 Mustang 700 1,000 1,350 1,075 Aevitas — 5 — 6 Cellvation — — — 1 Total $ 700 $ 3,706 $ 1,350 $ 3,804 Checkpoint The table below provides a summary of Checkpoint’s expense related to its licenses, for the three and nine months ended September 30, 2019 and 2018 by license as recorded in the Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2019 2018 2019 2018 Dana Farber License CK-301 $ — $ 1,000 $ — $ 1,000 Total $ — $ 1,000 $ — $ 1,000 For the three and nine months ended September 30, 2018, Checkpoint recorded a $1.0 million milestone in connection with their license agreement with Dana-Farber, in connection with the achievement of dosing the 12 th patient in the Phase 1 trial for CK-301. Helocyte For the three and nine months ended September 30, 2019 and 2018, Helocyte recorded expense of nil and $1.5 million, respectively in connection with Helocyte’s amended and restated license agreement for Triplex with City of Hope (“COH ”). The expense in 2018 relates to the achievement of a probable milestone. Mustang License with Calimmune On August 23, 2019, Mustang entered into a Non-Exclusive License Agreement with Calimmune, Inc. (“Calimmune License”) for the rights to the cellbank to be used in the manufacture of the XSCID vector that was separately licensed from St. Jude Children’s Research Hospital, Inc. (“St. Jude”) in August 2018 (the “Mustang XSCID License”). Pursuant to the term of the Calimmune License Mustang paid an upfront fee of $0.2 million. Three additional development milestones are due, upon achievement totaling $1.0 million. Royalty payments in the low-single digits are due on net sales of licensed products. Upon the execution of the Calimmune License Mustang recorded research and development expense of $0.2 million in the condensed consolidated statement of operations for the three and nine months ended September 30, 2019. License with Nationwide In February 2019, Mustang announced that it partnered and entered into an exclusive worldwide license agreement with Nationwide Children’s Hospital (“Nationwide”) to develop the C134 oncolytic virus (MB‑108) for the treatment of glioblastoma multiforme (“GBM”). Mustang intends to combine MB‑108 with MB‑101 (IL13Rα2-specific CAR) to potentially enhance efficacy in treating GBM. Mustang paid $0.2 million in consideration for the license for exclusive, worldwide rights to develop and commercialize products that incorporate data, know-how and/or C134 virus that were developed at Nationwide. Additional payments are due to Nationwide upon achievement of development and commercialization milestones totaling $152.8 million. Royalty payments in the low-single digits are due on net sales of licensed products. License with University of California On March 17, 2017, Mustang entered into an exclusive license agreement with the Regents of the University of California ("UCLA License") to acquire intellectual property rights in patent applications related to the engineered anti-prostate stem cell antigen antibodies for cancer targeting and detection. In September 2019, COH commenced its Phase 1 clinical trial resulting in the achievement of a development milestone resulting in Mustang recording an expense of $0.3 million in the condensed consolidated statement of operations for the three and nine months ended September 30, 2019. Licenses with City of Hope PSCA License On May 31, 2017, Mustang entered into an exclusive license a prostate stem cell antigen (PSCA) chimeric antigen receptor ("CAR") T technology or MB-105 with COH, for the treatment of prostate cancer. In September 2019, the first patient in a Phase 1 clinical trial in treating patients with prostate stem cell antigen positive (PSCA+) castration resistant prostate cancer was dosed with MB-105, and Mustang recorded an expense of $0.2 million marking the achievement of this milestone in the condensed consolidated statement of operations for the three and nine months ended September 30, 2019. CD123 License In February 2017, Mustang entered into an Amended and Restated License Agreement with COH for the development of CD123 or MB-102, ("CD123 License"). In March 2019, COH dosed the 12 th patient in its Phase 1 trial treating patients with relapsed/refractory Acute Myeloid Leukemia ("AML") and recorded expense of nil and $0.3 million in the condensed consolidated statement of operations for the three and nine months ended September 30, 2019, respectively. CS1 License In February 2017, mustang entered into an exclusive license agreement with the COH for the use of CS1-specific CAR T or MB-104. In May 2019 mustang expensed a non-refundable milestone payment of $0.2 million upon the first patient dosed in a Phase 1 clinical study of CS1 treating patients with relapsed or treatment-resistant multiple myeloma. For the three and nine months ended September 30, 2019, mustang recorded nil and $0.2 million in the condensed consolidated statement of operations related to the CS1 milestone payment. For the three and nine months ended September 30, 2019 and 2018, Mustang recorded the following expenses in research and development for licenses acquired on the condensed consolidated statement of operations: Three Months Ended September 30, Nine Months Ended September 30, ($in thousands) 2019 2018 2019 2018 City of Hope CD123 $ — $ — $ 250 $ — CSI — — 200 — Manufacturing — — — 75 PSCA 200 — 200 — Calimmune 200 — 200 — UCLA 300 — 300 — St. Jude-X-SCID — 1,000 — 1,000 Nationwide Children's Hospital - C134 — — 200 — Total $ 700 $ 1,000 $ 1,350 $ 1,075 |
Sponsored Research and Clinical
Sponsored Research and Clinical Trial Agreements | 9 Months Ended |
Sep. 30, 2019 | |
Sponsored Research and Clinical Trial Agreements | |
Sponsored Research and Clinical Trial Agreements | 8. Sponsored Research and Clinical Trial Agreements Aevitas Duke SRA On September 1, 2019, Aevitas entered into a Sponsored Research Arrangement ("SRA") with Duke University School of Medicine ("Duke") for the purpose of conducting a study to identify a dose range for AAV8 vectors in Dry Age-related Macular Degeneration ("Dry AMD"). The cost of the SRA is approximately $0.1 million. The study is expected to be completed in four months. For the three and nine months ended September 30, 2019, Aevitas recorded approximately $17,000 in research and development expense on the condensed consolidated statement of operations. No expense related to this SRA was recorded in 2018. UMass/UPenn SRA In 2018, Aevitas entered into a Sponsored Research Agreement (“SRA”) with the University of Massachusetts (“UMass SRA”) for certain continued research and development activities related to the development of adeno-associated virus (“AAV”) gene therapies in complement-mediated diseases and with the Trustees of the University of Pennsylvania (“UPenn SRA”) for certain continued research and development activities related to the development of AAV gene therapies in complement-mediated diseases. For the three and nine months ended September 30, 2019 and 2018, Aevitas recorded the following expense in research and development for sponsored research and clinical trial agreements: For the Three Months Ended September 30, For the Nine Months Ended September 30, ($ in thousands) 2019 2018 2019 2018 UMass – AAV $ — $ 188 $ — $ 564 UPenn – AAV 255 250 755 250 Duke – AAV 17 — 17 — Total $ 272 $ 438 $ 772 $ 814 Cellvation For the three and nine months ended September 30, 2019 and 2018, respectively, Cellvation recorded expense of nil million and $0.1 million and $0.1 million and $0.2 million, respectively in connection with its sponsored research arrangement with the University of Texas. The expense was recorded in research and development expense in the Condensed Consolidated Statements of Operations. Mustang For the three and nine months ended September 30, 2019 and 2018, Mustang recorded the following expense in research and development for sponsored research and clinical trial agreements: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2019 2018 2019 2018 City of Hope $ 500 $ 500 $ 1,500 $ 1,500 City of Hope - CD123 269 123 1,028 387 City of Hope - IL13Ra2 244 346 811 849 City of Hope - Manufacturing 114 114 343 344 Fred Hutch - CD20 49 255 690 938 BIDMC - CRISPR — 69 69 69 Total $ 1,176 $ 1,407 $ 4,441 $ 4,087 |
Intangibles, net
Intangibles, net | 9 Months Ended |
Sep. 30, 2019 | |
Intangibles, net | |
Intangibles, net | 9. Intangibles, net On July 22, 2019 Journey purchased Ximino ®, a minocycline hydrochloride used to treat acne from a third party. Pursuant to the terms and conditions of the Asset Purchase Agreement ("APA"), total consideration for the APA is $9.4 million, comprised of an upfront payment of $2.4 million payable within 60 days after execution on September 22, 2019. The remaining four payments of $7.0 million are due in consecutive years commencing on the second anniversary of execution of the APA. In addition, Journey is obligated to pay royalties in the mid, single digits based on net sales of Ximino, subject to specified reductions. The Company, in accordance with ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determined the purchase of Ximino did not constitute the purchase of a business, and therefore recorded the purchase price of Ximino as an asset, to be amortized over the life of the product, which is deemed to be seven years. In addition, the Company determined pursuant to ASC 450, Contingencies, that royalty payments in connection with the APA will be recorded when they become payable with a corresponding charge to cost of goods sold. In accordance with the terms of the APA Journey will incur interest expense in the event of payment default. As such per ASC 835-30 Interest-Imputed Interest, Journey recorded an initial discount for imputed interest of $2.3 million. As of September 30, 2019, Journey recorded an intangible asset related to this transaction of $7.1 million which was recorded on the condensed consolidated balance sheet of Fortress. The table below provides a summary of the Journey intangible assets as of September 30, 2019 and December 31, 2018, respectively: Estimated Useful September 30, December 31, ($ in thousands) Lives (Years) 2019 2018 (Unaudited) Intangible assets – asset purchases 3 to 7 $ 9,934 $ 2,800 Total 9,934 2,800 Accumulated amortization (2,203) (1,383) Net intangible assets $ 7,731 $ 1,417 The table below provides a summary for the nine months ended September 30, 2019, of JMC recognized expense related to its product licenses, which was recorded in costs of goods sold on the Condensed Consolidated Statement of Operations: Intangible ($ in thousands) Assets Beginning balance at January 1, 2019 $ 1,417 Additions: Purchase of Ximino (1) 7,134 Amortization expense (820) Ending balance at September 30, 2019 $ 7,731 Note 1: Includes four payments of $7.0 million due in consecutive years commencing on the second anniversary of the execution of the APA. Such payments were discounted by $2.3 million as a result of the long-term nature of such payments. The future amortization of these intangible assets is as follows: Total ( $ in thousands) Exelderm® Ximino® Amortization For the three-months ending December 31, 2019 $ 100 $ 255 $ 355 Year Ended December 31, 2020 400 1,019 1,419 Year Ended December 31, 2021 267 1,019 1,286 Year Ended December 31, 2022 — 1,019 1,019 Year Ended December 31, 2023 — 1,019 1,019 Thereafter — 2,633 2,633 Total $ 767 $ 6,964 $ 7,731 |
Debt and Interest
Debt and Interest | 9 Months Ended |
Sep. 30, 2019 | |
Debt and Interest | |
Debt and Interest | 10. Debt and Interest Debt Total debt consists of the following as of September 30, 2019 and December 31, 2018: September 30, December ($ in thousands) 2019 31, 2018 Interest rate Maturity (Unaudited) IDB Note (4) $ 14,929 $ 14,929 2.25 % Aug - 2020 2017 Subordinated Note Financing 3,254 3,254 8.00 % (3) March - 2021 2017 Subordinated Note Financing 13,893 13,893 8.00 % (3) May - 2021 2017 Subordinated Note Financing 1,820 1,820 8.00 % (3) June - 2021 2017 Subordinated Note Financing 3,018 3,018 8.00 % (3) August - 2021 2017 Subordinated Note Financing 6,371 6,371 8.00 % (3) September - 2021 2018 Venture Notes 6,517 6,517 8.00 % August - 2021 2018 Venture Notes 15,190 15,190 8.00 % September - 2021 Opus Credit Facility (1) 9,000 9,500 12.00 % September - 2021 Mustang Horizon Notes (2) 15,750 — 9.00 % October - 2022 Caelum Convertible Note, at fair value — 1,000 8.00 % January - 2019 Caelum Convertible Note, at fair value — 6,800 8.00 % February - 2019 Caelum Convertible Note, at fair value — 2,114 8.00 % March - 2019 Total notes payable 89,742 84,406 Less: Discount on notes payable 5,728 4,903 Total notes payable $ 84,014 $ 79,503 Note 1: Classified as short-term on the Company’s Consolidated Balance Sheet as of December 31, 2018. Note 2: Interest rate is 9.0% plus one-month LIBOR Rate in excess of 2.5%. Note 3: As a result of a one-year maturity date extension, the interest rate of 9% takes effect in year 4 of the note. Note 4: Classified as short-term on the Company’s Consolidated Balance Sheet as of September 30, 2019. 2017 Subordinated Note Financing On August 6, 2019, the Company provided notice to NAM Biotech Fund II, LLC (“NAMBF”) and NAM Special Situations Fund I QP, LLC (“NAMSS”) of extension by one year of the maturity dates under the 2017 Subordinated Note Financing totaling $28.4 million, of which $12.3 million in the aggregate pertains to NAMBF and $16.1 million in the aggregate pertains to NAMSS. On August 6, 2019, the Company provided notice to NSC Biotech Opportunities Fund, LLC (“NSCBOF”) and NSC Biotech Opportunities QP Fund, LLC (“NSCBOQPF”) of extension by six months of the maturity dates of the 2018 Venture Notes totaling $21.7 million of which $5.1 million in the aggregate pertains to NSCBOF and $16.6 million in the aggregate pertains to NSCBOQPF. Opus Credit Facility On July 18, 2019, Fortress issued 396,825 common shares of Fortress at $1.26 per share to Dr. Rosenwald. The shares were issued as a prepayment by Fortress of $500,000 of debt owed to Dr. Rosenwald that was held in the name of Opus Point Healthcare Innovations Fund, LP (“Opus”), an investment fund co-owned by Dr. Rosenwald. The prepayment was made in the form of Fortress common stock, measured at the closing price on July 18, 2019, under that certain Amended & Restated Credit Facility Agreement, dated as of March 12, 2018, by and between Fortress and Opus (the “Opus Credit Agreement”). On August 6, 2019, the Company and Opus executed an amendment to the Opus Credit Agreement, extending the maturity date of amounts owing thereunder by one year. Mustang Horizon Notes On March 29, 2019, Mustang entered into a $20.0 million venture debt financing agreement (the “Loan Agreement”) with Horizon Technology Finance Corporation (“Horizon”), the proceeds of which will provide Mustang with additional working capital to continue development of its gene and cell therapies. In accordance with the Loan Agreement, $15.0 million of the $20.0 million loan was funded on the Closing Date, with the remaining $5.0 million fundable upon Mustang achieving certain predetermined milestones. Each advance under the Horizon Loan Agreement will mature 42 months from the first day of the month following the funding of the advance. The first three advances will mature on October 1, 2022 (the “Loan Maturity Date”). Each advance accrues interest at a per annum rate of interest equal to 9.00% plus the amount by which the one-month LIBOR Rate, as reported in the Wall Street Journal, exceeds 2.5%. The Loan Agreement provides for interest-only payments commencing May 1, 2019 through and including October 1, 2020. The interest-only period may be extended to April 1, 2021 if Mustang satisfies the Interest Only Extension Milestone (as defined in the Loan Agreement). Thereafter, commencing May 1, 2021, amortization payments will be payable monthly in eighteen installments of principal and interest. At its option, upon ten business days’ prior written notice to Horizon, Mustang may prepay all or any portion greater than or equal to $500,000 of each of the outstanding advances by paying the entire principal balance (or portion thereof) and all accrued and unpaid interest, subject to a prepayment charge of 4.0% of the then outstanding principal balance of each advance if such advance is prepaid on or before the Loan Amortization Date (as defined in the Loan Agreement), 3% if such advance is prepaid after the Loan Amortization Date applicable to such Loan, but on or prior to twelve months following the Loan Amortization Date, and 2% thereafter. In addition, a final payment equal to $0.3 million for each advance (i.e., $0.8 million in aggregate with respect to the initial $15.0 million) is due on the maturity date or other date of payment in full. Amounts outstanding during an event of default shall be payable on demand and shall accrue interest at an additional rate of 5.0% per annum of the past due amount outstanding. Each advance of the loan is secured by a lien on substantially all of the assets of Mustang, other than Intellectual Property and Excluded Collateral (in each case as defined in the Loan Agreement), and contains customary covenants and representations, including a liquidity covenant, financial reporting covenant and limitations on dividends, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. The events of default under the Loan Agreement include, among other things, without limitation, and subject to customary grace periods, (1) Mustang’s failure to make any payments of principal or interest under the Loan Agreement, promissory notes or other loan documents, (2) Mustang’s breach or default in the performance of any covenant under the Loan Agreement, (3) the occurrence of a material adverse change, (4) Mustang making a false or misleading representation or warranty in any material respect, (5) Mustang’s insolvency or bankruptcy, (6) certain attachments or judgments on the Mustang’s assets, (7) the occurrence of any material default under certain agreements or obligations of Mustang involving indebtedness in excess of $0.3 million or (8) failing to maintain minimum monthly cash balances which range from approximately $8.0 million to $13.0 million over the term of the loan ($9.4 million as of September 30, 2019). If an event of default occurs, Horizon is entitled to take enforcement action, including acceleration of amounts due under the Loan Agreement. The Loan Agreement also contains warrant coverage of 5% of the total amount of the facility. Four warrants (the “Warrants”) were issued by Mustang to Horizon to purchase a combined 288,184 shares of Mustang’s common stock with an exercise price of $3.47 and a fair value of $0.9 million. The Warrant is exercisable for ten years from the date of issuance. Horizon may exercise the Warrant either by (a) cash or check or (b) through a net issuance conversion. The shares of Mustang’s common stock will, upon request by Horizon, be registered and freely tradeable following a period of six months after issuance. Mustang paid Horizon an initial commitment fee of $0.2 million and reimbursed Horizon for $30,000 of legal fees in connection with the Loan Agreement. Mustang incurred approximately $1.2 million of legal and other direct costs incurred in connection with the Loan Agreement. All fees, warrants, and costs paid to Horizon and all direct costs incurred by Mustang are recognized as a debt discount to the funded loans and are amortized to interest expense using the effective interest method over the term of the Loan Agreement. Interest Expense The following table shows the details of interest expense for all debt arrangements during the periods presented. Interest expense includes contractual interest and amortization of the debt discount and amortization of fees represents fees associated with loan transaction costs, amortized over the life of the loan: Three Months Ended September 30, 2019 2018 ($ in thousands) Interest Fees(1) Total Interest Fees (1) Total IDB Note $ 86 $ — $ 86 $ 85 $ — $ 85 2017 Subordinated Note Financing 1,072 326 1,398 1,060 331 1,391 Opus Credit Facility 275 104 379 288 105 393 2018 Venture Notes 438 166 604 438 136 574 LOC Fees 14 — 14 7 — 7 Helocyte Convertible Note — — — 6 — 6 Caelum Convertible Note — — — 198 — 198 Mustang Horizon Notes 345 234 579 — — — Ximino Note — 108 108 — — — Other — — — 3 — 3 Total Interest Expense and Financing Fee $ 2,230 $ 938 $ 3,168 $ 2,085 $ 572 $ 2,657 Note 1: Amortization of fees Nine Months Ended September 30, 2019 2018 ($ in thousands) Interest Fees(1) Total Interest Fees(1) Total IDB Note $ 254 $ — $ 254 $ 254 $ — $ 254 2017 Subordinated Note Financing 3,148 1,081 4,229 3,157 1,013 4,170 Opus Credit Facility 840 336 1,176 853 525 1,378 2018 Venture Notes 1,299 468 1,767 923 281 1,204 LOC Fees 45 — 45 23 — 23 Helocyte Convertible Note — — — 93 — 93 Caelum Convertible Note — — — 589 — 589 Mustang Horizon Notes 698 466 1,164 — — — Ximino Note — 108 108 — — — Other — — — (61) — (61) Total Interest Expense and Financing Fee $ 6,284 $ 2,459 $ 8,743 $ 5,831 $ 1,819 $ 7,650 Note 1: Amortization of fees |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases | |
Leases | 11. Leases On October 3, 2014, the Company entered into a 15‑year lease for office space at 2 Gansevoort Street, New York, NY 10014, at an average annual rent of $2.7 million. The Company took possession of this space, which serves as its principal executive offices, in December 2015, and took occupancy in April 2016. Total rent expense, over the full term of the lease for this space will approximate $40.7 million. In conjunction with the lease, the Company entered into Desk Space Agreements with two related parties: OPPM and TGTX, to occupy 10% and 45%, respectively, of the office space that requires them to pay their share of the average annual rent of $0.3 million and $1.1 million, respectively. The total net rent expense will approximate $16.0 million over the lease term. These initial rent allocations will be adjusted periodically for each party based upon actual percentage of the office space occupied. Additionally, the Company has reserved the right to execute desk space agreements with other third parties and those arrangements will also affect the cost of the lease actually borne by us. In October 2015, the Company entered into a 5‑year lease for approximately 6,100 square feet of office space in Waltham, MA at an average annual rent of approximately $0.2 million. The Company took occupancy of this space in January 2016. Journey In June 2017, Journey extended its lease for 2,295 square feet of office space in Scottsdale, AZ by one year, at an average annual rent of approximately $55,000. Journey originally took occupancy of this space in November 2014. In August 2018, Journey amended their lease and entered into a new two-year extension for 3,681 square feet of office space in the same location in Scottsdale, AZ at an annual rate of approximately $94,000. The term of this amended lease commenced on December 1, 2018 and will expire on November 30, 2020. Mustang On October 27, 2017, Mustang entered into a lease agreement with WCS - 377 Plantation Street, Inc., a Massachusetts nonprofit corporation (“Landlord”). Pursuant to the terms of the lease agreement, Mustang agreed to lease 27,043 square feet from the Landlord, located at 377 Plantation Street in Worcester, MA (the “Facility”), through November 2026, subject to additional extensions at Mustang’s option. Base rent, net of abatements of $0.6 million over the lease term, totals approximately $3.6 million, on a triple-net basis. The terms of the lease also require that Mustang post an initial security deposit of $0.8 million, in the form of $0.5 million letter of credit and $0.3 million in cash, which increased to $1.3 million ($1.0 million letter of credit, $0.3 million in cash) on November 1, 2019. After the fifth lease year, the letter of credit obligation is subject to reduction. The Facility began operations for the production of personalized CAR T and gene therapies in 2018. The Company leases copiers under agreements classified as operating leases that expire on various dates through 2021.Most of the Company’s lease liabilities result from the lease of its New York City, NY office, which expires in 2031 and Mustang’s Worcester, MA cell processing facility lease, which expires in 2026. Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included in the calculation of the lease liabilities and right of use assets as the Company is not reasonably certain to exercise the options. The Company does not act as a lessor or have any leases classified as financing leases. At September 30, 2019, the Company had operating lease liabilities of $25.9 million and right of use assets of $21.9 million, which were included in the condensed consolidated balance sheet. During the three and nine months ended September 30, 2019, the Company recorded $0.8 million and $2.4 million, respectively, as lease expense to current period operations. Three Months Ended Nine Months Ended ($ in thousands) September 30, 2019 September 30, 2019 Lease cost Operating lease cost $ 798 $ 2,397 Shared lease costs (479) (1,408) Variable lease cost 160 575 Total lease cost $ 479 $ 1,564 The following tables summarize quantitative information about the Company’s operating leases, under the adoption of Topic 842 : Nine Months Ended ($ in thousands) September 30, Operating cash flows from operating leases $ (2,185) Weighted-average remaining lease term – operating leases 6.4 Weighted-average discount rate – operating leases 6.2 % Future Lease ($ in thousands) Liability Three months ended December 31, 2019 $ 776 Year Ended December 31, 2020 2,966 Year Ended December 31, 2021 3,114 Year Ended December 31, 2022 3,084 Year Ended December 31, 2023 3,137 Other 23,463 Total 36,540 Less: present value discount (10,631) Operating lease liabilities $ 25,909 At December 31, 2018, the total future minimum lease payments under all leases were: ($ in thousands) 2019 $ 3,070 2020 3,289 2021 3,084 2022 3,084 2023 3,137 Beyond 23,466 Total minimum lease payments $ 39,130 |
Accrued Liabilities and other L
Accrued Liabilities and other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Accrued Liabilities and other Long-Term Liabilities | |
Accrued Liabilities and other Long-Term Liabilities | 12. Accrued Liabilities and other Long-Term Liabilities Accrued expenses and other long-term liabilities consisted of the following: September 30, December ($ in thousands) 2019 31, 2018 (Unaudited) Accrued expenses: Professional fees $ 1,577 $ 1,434 Salaries, bonuses and related benefits 5,863 5,843 Research and development 3,285 3,805 Research and development - manufacturing 919 826 Research and development - clinical supplies 159 160 Research and development - license maintenance fees 689 519 Research and development - milestones 500 200 Dr. Falk Pharma milestone — 300 Accrued royalties payable 1,833 1,108 Accrued coupon expense 1,994 838 Other 2,586 1,327 Total accrued expenses $ 19,405 $ 16,360 Other long-term liabilities: Deferred rent and long-term lease abandonment charge (1) $ 2,183 $ 5,211 Long-term note payable (2) 4,842 — Total other long-term liabilities $ 7,025 $ 5,211 Note 1: As of September 30, 2019, balance consists of deferred charges related to build-out of the New York facility, and as of December 31, 2018, balance consists of deferred rent and deferred build out charges. Note 2: As of September 30, 2019, Journey recorded a note payable, net of an imputed interest discount of $2.3 million, of $4.7 million in connection with its acquisition of Ximino, see Note 9. The imputed interest discount was calculating utilizing an 11.96% effective interest rate based upon a non-investment grade “CCC” rate over a five-year period. Amortization of interest discount was $0.1 million for the nine months ended September 30, 2019. |
Non-Controlling Interests
Non-Controlling Interests | 9 Months Ended |
Sep. 30, 2019 | |
Non-Controlling Interests | |
Non-Controlling Interests | 13. Non-Controlling Interests Non-controlling interests in consolidated entities are as follows: As of September 30, 2019 Net loss attributable to Non-controlling interests Non-controlling ($ in thousands) NCI equity share non-controlling interests in consolidated entities ownership Aevitas $ (1,160) $ (491) $ (1,651) 35.8 % Avenue (2) 24,114 (14,869) 9,245 77.3 % Cellvation (726) (129) (855) 21.1 % Checkpoint (1) 14,907 (10,525) 4,382 69.9 % Coronado SO (290) — (290) 13.0 % Cyprium (306) (106) (412) 10.6 % Helocyte (4,229) (181) (4,410) 19.3 % JMC (216) 197 (19) 6.9 % Mustang (2) 61,899 (18,053) 43,846 70.2 % Tamid (551) (80) (631) 23.4 % Total $ 93,442 $ (44,237) $ 49,205 As of December 31, 2018 Net loss attributable to Non-controlling interests Non-controlling ($ in thousands) NCI equity share non-controlling interests in consolidated entities ownership Aevitas $ (474) $ (606) $ (1,080) 36.1 % Avenue (2) 13,326 (13,735) (409) 64.8 % Caelum (3) (2,436) (2,413) (4,849) 36.8 % Cellvation (457) (185) (642) 21.1 % Checkpoint (1) 31,648 (23,470) 8,178 69.3 % Coronado SO (290) — (290) 13.0 % Cyprium (210) (62) (272) 10.8 % Helocyte (3,372) (684) (4,056) 19.8 % JMC (475) 245 (230) 6.9 % Mustang (2) 38,631 (16,628) 22,003 60.5 % Tamid (211) (251) (462) 23.4 % Total $ 75,680 $ (57,789) $ 17,891 Note 1: Checkpoint is consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Checkpoint’s Class A Common Shares which provide super-majority voting rights. Note 2: Avenue and Mustang are consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Preferred Class A Shares which provide super-majority voting rights. Note 3: Effective January 30, 2019, Caelum ceased to be a controlled Fortress entity and as such is no longer consolidated. |
Net Loss per Common Share
Net Loss per Common Share | 9 Months Ended |
Sep. 30, 2019 | |
Net Loss per Common Share | |
Net Loss per Common Share | 14. Net Loss per Common Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock and common stock equivalents outstanding for the period. The Company’s common stock equivalents, including unvested restricted stock, options, and warrants have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average common stock outstanding used to calculate both basic and diluted net loss per share is the same. The following shares of potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding, as the effect of including such securities would be anti-dilutive at the end of the nine months ended September 30, 2019 and 2018: Nine Months Ended September 30, 2019 2018 Warrants to purchase Common Stock 865,364 890,892 Opus warrants to purchase Common Stock 1,880,000 1,880,000 Options to purchase Common Stock 1,169,293 1,085,502 Convertible preferred stock 1,002,087 1,000,000 Unvested Restricted Stock 12,622,881 11,014,596 Unvested Restricted Stock Units 791,610 1,796,134 Total 18,331,235 17,667,124 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | 15. Stockholders’ Equity Stock-based Compensation The following table summarizes the stock-based compensation expense from stock option, employee stock purchase programs and restricted Common Stock awards and warrants for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2019 2018 2019 2018 Employee awards $ 936 $ 1,012 $ 2,791 $ 3,075 Executive awards of Fortress Companies’ stock 358 446 1,065 1,408 Non-employee awards 15 24 84 70 Warrants 97 — 97 — Fortress Companies: Avenue 298 371 1,585 1,043 Checkpoint 833 1,128 2,444 2,336 Mustang 1,120 903 2,174 3,869 Other 84 222 183 252 Total stock-based compensation expense $ 3,741 $ 4,106 $ 10,423 $ 12,053 For the three months ended September 30, 2019 and 2018, approximately $1.2 million and $1.8 million, respectively, of stock-based compensation expense was included in research and development expenses in connection with equity grants made to employees and consultants and approximately $2.5 million and $2.3 million, respectively, was included in general and administrative expenses in connection with grants made to employees, members of the board of directors and consultants. For the nine months ended September 30, 2019 and 2018, approximately $2.6 million and $4.9 million, respectively, of stock-based compensation expense was included in research and development expenses in connection with equity grants made to employees and consultants and approximately $7.8 million and $7.1 million, respectively, was included in general and administrative expenses in connection with grants made to employees, members of the board of directors and consultants. Stock Options The following table summarizes Fortress stock option activities excluding activity related to Fortress partner companies: Weighted average Total remaining Weighted average Weighted average contractual life Number of shares exercise price intrinsic value (years) Options vested and expected to vest at December 31, 2018 1,285,501 $ 3.75 $ — 2.93 Granted 125,000 1.18 28,750 Options vested and expected to vest at September 30, 2019 1,410,501 $ 4.30 $ 43,903 2.58 Options vested and exercisable 1,285,501 $ 4.60 $ 15,153 2.41 As of September 30, 2019, Fortress had no unrecognized stock-based compensation expense related to options. Restricted Stock and Restricted Stock Units The following table summarizes Fortress restricted stock awards and restricted stock units activities, excluding activities related to Fortress Companies: Weighted average Number of shares grant price Unvested balance at December 31, 2018 12,645,982 $ 2.72 Restricted stock granted 1,516,408 0.86 Restricted stock vested (220,000) 3.16 Restricted stock units granted 40,000 1.63 Restricted stock units forfeited (244,272) 4.45 Restricted stock units vested (250,209) 3.59 Unvested balance at September 30, 2019 13,487,909 $ 2.46 As of September 30, 2019, the Company had unrecognized stock-based compensation expense related to restricted stock and restricted stock unit awards of approximately $12.7 million and $1.8 million, respectively, which is expected to be recognized over the remaining weighted-average vesting period of 5.0 years and 2.0 years, respectively. Warrants The following table summarizes Fortress warrant activities, excluding activities related to Fortress Companies: Total Weighted Weighted average average remaining Number of Weighted average intrinsic contractual life shares exercise price value (years) Outstanding as of December 31, 2018 2,754,189 $ 3.28 $ 7,800 3.49 Granted 60,000 1.92 — Forfeited (73,009) 5.65 — Outstanding as of September 30, 2019 2,741,180 $ 3.19 $ 2,400 2.98 Exercisable as of September 30, 2019 776,180 $ 3.76 $ 2,400 2.62 Employee Stock Purchase Plan Eligible employees can purchase the Company’s Common Stock at the end of a predetermined offering period at 85% of the lower of the fair market value at the beginning or end of the offering period. The ESPP is compensatory and results in stock-based compensation expense. As of September 30, 2019, 410,728 shares have been purchased and 589,272 shares are available for future sale under the Company’s ESPP. Share-based compensation expense recorded was approximately $18,000 and $52,000, respectively for the three months ended September 30, 2019 and 2018, and was approximately $0.1 million and $0.1 million, respectively, for the nine months ended September 30, 2019 and 2018. Capital Raises 2016 Common Stock At-the-Market Offering On August 17, 2016, the Company entered into an Amended and Restated At Market Issuance Sales Agreement (the "2016 Common ATM"), with B. Riley FBR, Inc. (“B. Riley,” f/k/a MLV & Co. LLC and FBR Capital Markets & Co.) as selling agents, governing potential sales of the Company's common stock. For the three and nine months ended September 30, 2019, the Company issued approximately 0.6 million and 8.0 million shares of common stock at an average price of $1.48 and $1.88 per share for gross proceeds of $0.9 million and $15.1 million, respectively. Under the 2016 Common ATM, the Company pays the agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock, and in connection with these sales, with respect to the nine months ended September 30, 2019, the Company paid aggregate fees of approximately $0.3 million. The 2016 Common ATM expired on August 17, 2019. The above-mentioned shares of common stock were sold under the Company's shelf registration statement on Form S-3 originally filed on August 8, 2016 and declared effective December 1, 2016 (the "2016 Shelf"). The 2016 Shelf expires on December 1, 2019, and approximately $5.1 million of securities remain available for sale under the 2016 Shelf at September 30, 2019. 2018 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock At Market Offering On April 5, 2018, the Company entered into an At Market Sales Agreement (the "2018 Preferred ATM"), with B. Riley, National Securities Corporation, LifeSci Capital LLC, Maxim Group LLC and Noble Capital Markets, Inc. as selling agents, governing the issuance of the Company's 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock ("Perpetual Preferred Stock"). For the three and nine months ended September 30, 2019, the Company issued approximately 26,000 shares of Perpetual Preferred Stock for gross proceeds $0.5 million at an average selling price of $20.66. No shares of Perpetual Preferred Stock were issued in 2018. Under the 2018 Preferred ATM, the Company pays the agents a commission rate of up to 7.0% of the gross proceeds from the sale of any shares of Perpetual Preferred Stock, and in connection with these sales, with respect to the nine months ended September 30, 2019, the Company paid aggregate fees of approximately $16,000. The above-mentioned shares of Perpetual Preferred Stock were sold under the 2016 Shelf. The 2016 Shelf expires on December 1, 2019, and approximately $5.1 million of securities remain available for sale under the 2016 Shelf at September 30, 2019. 2019 Common Stock At-the-Market Offering On June 28, 2019, the Company entered into an At Market Issuance Sales Agreement (“2019 Common ATM”), with Cantor Fitzgerald & Co., Oppenheimer & Co., Inc., H.C. Wainwright & Co. Inc., Jones Trading Institutional Services LLC and B. Riley, as selling agents, governing potential sales of the Company's common stock. For the three and nine months ended September 30, 2019, the Company issued approximately 0.6 million shares of common stock for gross proceeds of $1.0 million at an average selling price of $1.79. Under the 2019 Common ATM, the Company pays the agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock, and in connection with these sales, with respect to the nine months ended September 30, 2019, the Company paid aggregate fees of approximately $32,000. The above-mentioned shares of common stock were sold under the Company's shelf registration statement on Form S-3 originally filed on July 6, 2019 and declared effective July 23, 2019 (the "2019 Shelf"). Approximately $48.9 million of securities remain available for sale under the 2019 Shelf at September 30, 2019. Checkpoint Therapeutics, Inc. Checkpoint At-the-Market Offering In November 2017, Checkpoint filed a shelf registration statement on Form S‑3 (the "Checkpoint S‑3"), which was declared effective in December 2017. Under the Checkpoint S‑3, Checkpoint may sell up to a total of $100 million of its securities. In connection with the Checkpoint S‑3, Checkpoint entered into an At-the-Market Issuance Sales Agreement (the "Checkpoint ATM") with Cantor Fitzgerald & Co., Ladenburg Thalmann & Co. Inc. and H.C. Wainwright & Co., LLC (each an "Agent" and collectively, the "Agents"), relating to the sale of shares of common stock. Under the Checkpoint ATM, Checkpoint pays the Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock. During the three and nine months ended September 30, 2019, Checkpoint sold a total of 1.1 million and 2.2 million of its common stock, respectively, under the Checkpoint ATM for aggregate total gross proceeds of approximately $3.4 million and $7.9 million at an average selling price of $3.00 and $3.54 per share, respectively. Pursuant to the Founders Agreement, Checkpoint issued 28,555 and 55,750 shares of common stock to Fortress during the three and nine months ended September 30, 2019, respectively, for the ATM offering noted above. During the three and nine months ended September 30, 2018, Checkpoint sold a total of 1,841,774 shares of its common stock under the Checkpoint ATM for aggregate total gross proceeds of approximately $8.0 million at an average selling price of $4.33 per share, resulting in net proceeds of approximately $7.7 million after deducting commissions and other transactions costs. Pursuant to the Founders Agreement, Checkpoint issued 178,292 shares of common stock to Fortress during the three and nine months ended September 30, 2018, respectively. Approximately $61.1 million of the shelf remains available for sale under the Checkpoint S‑3, following the offerings noted above. Checkpoint may offer the securities under the Checkpoint S‑3 from time to time in response to market conditions or other circumstances if it believes such a plan of financing is in the best interests of its stockholders. Mustang Bio, Inc. Mustang At-the-Market Offering On July 13, 2018, Mustang filed a shelf registration statement No. 333-226175 on Form S-3, as amended on July 20, 2018 (the "2018 Mustang S-3"), which was declared effective in August 2018. Under the 2018 Mustang S-3, Mustang may sell up to a total of $75.0 million of its securities. In connection with the 2018 Mustang S-3, Mustang entered into an At-the-Market Issuance Sales Agreement (the "Mustang ATM") with B. Riley FBR, Inc., Cantor Fitzgerald & Co., National Securities Corporation, and Oppenheimer & Co. Inc. (each an "Agent" and collectively, the "Agents"), relating to the sale of shares of common stock. Under the Mustang ATM, Mustang pays the Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock. During the three months and nine months ended September 30, 2019, Mustang issued approximately 3.5 million shares of common stock at an average price of $6.42 per share for gross proceeds of $22.5 million. In connection with these sales, Mustang paid aggregate fees of approximately $0.5 million, for net proceeds of approximately $22.0 million. No sales were made under the Mustang ATM in 2018. Mustang Public Offering of Common Stock On April 30, 2019, Mustang announced the pricing of an underwritten public offering, whereby it sold 6,875,000 shares of its common stock, (plus a 30-day option to purchase up to an additional 1,031,250 shares of common stock, which was exercised in May 2019) at a price of $4.00 per share for gross proceeds of approximately $31.6 million, before deducting underwriting discounts and commissions and offering expenses. The shares were sold under the 2018 Mustang S-3. Mustang paid aggregate fees of approximately $2.1 million and received approximately $29.5 million of net proceeds. On August 16, 2019, Mustang filed a shelf registration statement No. 333-233350 on Form S-3 (the "2019 Mustang S-3"), which was declared effective on September 30, 2019. Under the 2019 Mustang S-3, Mustang may sell up to a total of $75.0 million of its securities. As of September 30, 2019, no sales were made under Mustang's 2019 S-3 and approximately $20.9 million of the 2018 Mustang S-3 remains available for sale. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 16. Commitments and Contingencies Indemnification In accordance with its certificate of incorporation, bylaws and indemnification agreements, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has director and officer insurance to address such claims. Pursuant to agreements with clinical trial sites, the Company provides indemnification to such sites in certain conditions. Legal Proceedings In the ordinary course of business, the Company and its subsidiaries may be subject to both insured and uninsured litigation. Suits and claims may be brought against the Company by customers, suppliers, partners and/or third parties (including tort claims for personal injury arising from clinical trials of the Company’s product candidates and property damage) alleging deficiencies in performance, breach of contract, etc., and seeking resulting alleged damages. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions | |
Related Party Transactions | 17. Related Party Transactions Other Related Parties The Company’s Chairman, President and Chief Executive Officer, individually and through certain trusts over which he has voting and dispositive control, beneficially owned approximately 11.7% of the Company’s issued and outstanding Common Stock as of September 30, 2019. The Company’s Executive Vice Chairman, Strategic Development owns approximately 13.4% of the Company’s issued and outstanding Common Stock at September 30, 2019. Shared Services Agreement with TGTX TGTX and the Company entered into an arrangement to share the cost of certain research and development employees. The Company’s Executive Vice Chairman, Strategic Development, is Executive Chairman and Interim Chief Executive Officer of TGTX. Under the terms of the Agreement, TGTX will reimburse the Company for the salary and benefit costs associated with these employees based upon actual hours worked on TGTX related projects. For the three months ended September 30, 2019 and 2018, the Company invoiced TGTX $0.1 million and $0.2 million, respectively. For the nine months ended September 30, 2019 and 2018, the Company invoiced TGTX $0.3 million and $1.2 million, respectively. At September 30, 2019, the amount receivable from TGTX related to this arrangement approximated $0.1 million. Desk Space Agreements with TGTX and OPPM In connection with the Company’s Desk Space Agreements with TGTX and Opus Point Partners Management, LLC (“OPPM”), for the three months ended September 30, 2019, the Company had paid $0.7 million in rent under the Desk Space Agreements, and invoiced TGTX and OPPM approximately $0.4 million and $24,000, respectively, for their prorated share of the rent base. At September 30, 2019, the amount due related to this arrangement from TGTX approximated $0.2 million and the amount due from OPPM approximated $0.4 million. Opus Credit Facility On March 12, 2018, the Company and OPHIF amended and restated the Opus Credit Facility (the “A&R Opus Credit Facility”). The A&R Opus Credit Facility extends the maturity date of the notes issued under the Opus Credit Facility from September 14, 2018 by one year to September 14, 2019. On August 6, 2019, the Company and Opus executed a second amendment to the Opus Credit Agreement, extending the maturity date of amounts owing thereunder by one year, to September 12, 2020. The A&R Opus Credit Facility also permits the Company to make portions of interest and principal repayments in the form of shares of the Company’s common stock and/or in common stock of the Company’s publicly-traded subsidiaries, subject to certain conditions. Fortress retains the ability to prepay the Notes at any time without penalty. On July 18, 2019, the Company prepaid $500,000 of debt owed under the A&R Opus Credit Facility by issuing 396,825 shares of Fortress common stock at $1.26 per share (the closing price on July 18, 2019) to Dr. Rosenwald. The notes payable under the A&R Opus Credit Facility continue to bear interest at 12% per annum. For the nine months ended September 30, 2019 and 2018, the Company paid $0.3 million and $0.3 million, respectively. Founders Agreements The Company has entered into Founders Agreements and, in some cases, Exchange Agreements with certain of its subsidiaries as described in the Company’s Form 10‑K for the year ended December 31, 2018, filed with the SEC on March 18, 2019. The following table summarizes, by subsidiary, the effective date of the Founders Agreements and PIK dividend or equity fee payable to the Company in accordance with the terms of the Founders Agreements, Exchange Agreements and the subsidiaries’ certificates of incorporation. PIK Dividend as a % of fully diluted outstanding Class of Stock Fortress Partner Company Effective Date (1) capitalization Issued Helocyte March 20, 2015 2.5 % Common Stock Avenue February 17, 2015 0.0 % (2) Common Stock Mustang March 13, 2015 2.5 % Common Stock Checkpoint March 17, 2015 0.0 % (3) Common Stock Cellvation October 31, 2016 2.5 % Common Stock Caelum January 1, 2017 0.0 % (4) Common Stock Cyprium March 13, 2017 2.5 % Common Stock Aevitas July 28, 2017 2.5 % Common Stock Tamid November 30, 2017 (5) 2.5 % Common Stock Note 1: Represents the effective date of each subsidiary’s Founders Agreement. Each PIK dividend and equity fee is payable on the annual anniversary of the effective date of the original Founders Agreement or has since been amended to January 1 of each calendar year. Note 2: Concurrently with the execution and delivery of the Stock Purchase and Merger Agreement (“SPMA”) entered into between Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. Note 3: Instead of a PIK dividend, Checkpoint pays the Company an annual equity fee in shares of Checkpoint’s common stock equal to 2.5% of Checkpoint’s fully diluted outstanding capitalization. Note 4: Effective January 31, 2019 the Caelum Founders Agreement and MSA with Fortress were terminated in conjunction with the execution of a Development Option and Share Purchase Agreement (“DOSPA”) between Caelum and Alexion Therapeutics, Inc. (See Note 4). Note 5: Represents the Trigger Date, the date that the Fortress partner company first acquires, whether by license or otherwise, ownership rights in a product. Management Services Agreements The Company has entered in Management Services Agreements (the “MSAs”) with certain of its subsidiaries as described in the Company’s Form 10‑K for the year ended December 31, 2018, filed with the SEC on March 18, 2019. The following table summarizes, by subsidiary, the effective date of the MSA and the annual consulting fee payable by the subsidiary to the Company in quarterly installments: Annual MSA Fee Fortress partner company Effective Date (Income)/Expense Helocyte March 20, 2015 $ 500 Avenue (1) February 17, 2015 — Mustang March 13, 2015 500 Checkpoint March 17, 2015 500 Cellvation October 31, 2016 500 Caelum (2) January 1, 2017 — Cyprium March 13, 2017 500 Aevitas July 28, 2017 500 Tamid November 30, 2017 500 Fortress (3,500) Consolidated (Income)/Expense $ — Note 1: Concurrently with the execution and delivery of the SPMA entered into between, Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. (See Note 4). Note 2: Effective January 31, 2019 the Caelum Founders Agreement and MSA with Fortress were terminated in conjunction with the execution of a DOSPA between Caelum and Alexion Therapeutics, Inc. and $1.0 million of fees accrued under the MSA were written off (See Note 4). |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Information | |
Segment Information | 18. Segment Information The Company operates in two reportable segments, Dermatology Product Sales and Pharmaceutical and Biotechnology Product Development. The accounting policies of the Company’s segments are the same as those described in Note 2. Prior to the sale of National the Company operated in three segments, one of which included National, see Note 3. The following tables summarize, for the periods indicated, operating results, from continuing operations by reportable segment: Pharmaceutical and Dermatology Biotechnology Products Product Three Months Ended September 30, 2019 Sales Development Consolidated Net Revenue $ 9,492 $ 280 $ 9,772 Direct cost of goods (2,702) — (2,702) Sales and marketing costs (4,370) — (4,370) Research and development (1) — (15,271) (15,271) General and administrative (669) (9,300) (9,969) Segment income (loss) from operations $ 1,751 $ (24,291) $ (22,540) Segment assets $ 18,697 $ 202,891 $ 221,588 Pharmaceutical and Dermatology Biotechnology Products Product Three Months Ended September 30, 2018 Sales Development Consolidated Net Revenue $ 5,168 $ 5 $ 5,173 Direct cost of goods (1,406) — $ (1,406) Sales and marketing costs (2,754) — $ (2,754) Research and development (1) — (19,788) $ (19,788) General and administrative (505) (8,925) $ (9,430) Segment income (loss) from operations $ 503 $ (28,708) $ (28,205) Segment assets $ 10,765 $ 157,781 $ 168,546 Assets held for sale 56,373 Total consolidated $ 224,919 Pharmaceutical and Dermatology Biotechnology Products Product Nine Months Ended September 30, 2019 Sales Development Consolidated Net Revenue $ 23,816 $ 1,683 $ 25,499 Direct cost of goods (6,972) — (6,972) Sales and marketing costs (12,064) — (12,064) Research and development (1) — (57,705) (57,705) General and administrative (1,808) (27,388) (29,196) Segment income (loss) from operations $ 2,972 $ (83,410) $ (80,438) Segment assets $ 18,697 $ 202,891 $ 221,588 Pharmaceutical and Dermatology Biotechnology Products Product Nine Months Ended September 30, 2018 Sales Development Consolidated Net Revenue $ 17,366 $ 525 $ 17,891 Direct cost of goods (4,546) — $ (4,546) Sales and marketing costs (8,443) — $ (8,443) Research and development (1) — (62,332) $ (62,332) General and administrative (1,270) (29,075) $ (30,345) Segment income (loss) from operations $ 3,107 $ (90,882) $ (87,775) Segment assets $ 10,765 $ 157,781 $ 168,546 Assets held for sale 56,373 Total consolidated $ 224,919 Note 1: Research and development includes the cost of licenses acquired. |
Revenues from Contracts and Sig
Revenues from Contracts and Significant Customers | 9 Months Ended |
Sep. 30, 2019 | |
Revenues from Contracts and Significant Customers | |
Revenues from Contracts and Significant Customers | 19. Revenues from Contracts and Significant Customers Disaggregation of Total Revenues The Company’s portfolio of marketed products, with the majority of sales from Targadox®, Ximino®, and Exelderm®. Substantially all of the Company’s product revenues are recorded in the U.S. Substantially all of the Company’s collaboration revenues are from its collaboration with TGTX. Revenues by product and collaborator are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2019 2018 2019 2018 Targadox® $ 6,608 $ 4,322 $ 19,538 $ 16,183 Ximino® 2,194 — 2,194 — Exelderm® 668 625 1,712 626 Other branded revenue 22 221 372 557 Total product revenues 9,492 5,168 23,816 17,366 TGTX 280 5 1,683 525 Total Revenue $ 9,772 $ 5,173 $ 25,499 $ 17,891 Significant Customers Commencing in the second quarter of 2018, the majority of our dermatology products are sold under a third-party logistics (“3PL”) Title Model, and as such, one customer consistently accounts for a significant portion of gross product revenue and AR. Under a 3PL Title Model, the company sells product to a 3PL, who in turn, manages distribution and collections. For the three and nine months ended September 30, 2019, gross product revenue under the 3PL Title Model accounted for approximately 60.0% and 76.0%, respectively. For the three months ended September 30, 2018, one of the Company’s Dermatology Products customers each accounted for more than 10.0% of its total gross product revenue in the amount of $10.9 million. For the nine months ended September 30, 2018, two of the Company’s Dermatology Products customers each accounted for more than 10.0% of its total gross product revenue in the amount of $22.5 million and $7.3 million, respectively. At September 30, 2019, two of the Company’s Dermatology Products customers accounted for more than 10.0% of its total accounts receivable balance in the amounts of $3.5 million and $2.8 million. At September 30, 2018, two of the Company’s Dermatology Products customers each accounted for more than 10.0% of its total accounts receivable balance in the amount of $9.0 million and $1.4 million, respectively. |
Incomes taxes
Incomes taxes | 9 Months Ended |
Sep. 30, 2019 | |
Incomes taxes | |
Incomes taxes | 20. Incomes taxes The Company and its subsidiaries are subject to US federal and state income taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of Management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. The Company files a consolidated income tax return with subsidiaries for which the Company has an 80% or greater ownership interest. Subsidiaries for which the Company does not have an 80% or more ownership are not included in the Company’s consolidated income tax group and file their own separate income tax return. As a result, certain corporate entities included in these financial statements are not able to combine or offset their taxable income or losses with other entities’ tax attributes. Income tax expense for the nine months ended September 30, 2019 and 2018 is based on the estimated annual effective tax rate. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited financial statements for the preceding fiscal year for each of the companies: Avenue, Checkpoint and Mustang. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10‑K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 18, 2019, from which the Company derived the balance sheet data at December 31, 2018, as well as Checkpoint’s Form 10‑K, filed with the SEC on March 18, 2019, Mustang’s Form 10‑K, filed with the SEC on March 18, 2019, and Avenue’s Form 10‑K, filed with the SEC on March 12, 2019. The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries: Avenue, Aevitas, CB Securities Corporation, Cellvation, Coronado SO Co., Checkpoint, Cyprium, Escala Therapeutics, Inc., GeneXion Oncology, Inc., Helocyte, Immune Limited, JMC, Mustang, Tamid, Fortress Biotech China, Inc., FBIO Acquisition Corp. IV, FBIO Acquisition Corps. VI - XIV, and JG Pharma, Inc., a subsidiary of JMC. All intercompany balances and transactions have been eliminated. The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. |
Use of Estimates | Use of Estimates The Company’s unaudited condensed consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. The Company’s significant estimates include, but are not limited to, useful lives assigned to long-lived and intangible assets, fair value measurements, stock-based compensation, common stock issued to acquire licenses, investments, accrued expenses, derivative warrant liabilities, revenue with customers, provisions for income taxes and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. |
Discontinued Operations | Discontinued Operations At December 31, 2018, the Company determined that its National Holdings Corporation (“National”) segment met the discontinued operations criteria set forth in Accounting Standards Codification (ASC) Subtopic 205‑20‑45, Presentation of Financial Statements . As such, the National segment results have been classified as discontinued operations in the accompanying Condensed Consolidated financial statements. See Note 3 for more information relating to the Company’s discontinued operations. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2018 Annual Report other than the adoption of the Financial Accounting Standards Board (FASB) Accounting Standard Updates (ASU) ASU 2016‑02, Leases, and 2018‑07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases . Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. |
Stock-Based Compensation | Stock-Based Compensation The Company expenses stock-based compensation to employees over the requisite service period based on the estimated grant-date fair value of the awards and forfeiture rates. For stock-based compensation awards to non-employees, prior to the adoption of ASU 2018‑07 on January 1, 2019, the Company remeasured the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards were recognized as compensation expense in the period of change. Subsequent to the adoption of ASU 2018‑07, the Company recognizes non-employees compensation costs over the requisite service period based on a measurement of fair value for each stock award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model or independent appraisals, as applicable. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33‑10532, Disclosure Update and Simplification , amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule became effective on November 5, 2018. The Company included the required presentation of changes in stockholders’ equity in this Form 10‑Q. In June 2018, the FASB issued ASU 2018‑07, Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted ASU No. 2018‑07 as of January 1, 2019. As a result of the adoption of ASU 2018‑07, the grant date fair value of non-employee awards will be fixed as of December 31, 2018, rather than the prior methodology that recognized a variable cost based on the fair value of such shares as of their vesting dates. The Company recorded non-employees’ awards as of January 1, 2019 prospectively. The Company’s implementation of this standard as of January 1, 2019 did not have a material impact on its condensed consolidated financial statements. In July 2017, the FASB issued ASU 2017‑11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception . Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The adoption of this ASU on January 1, 2019 did not have a material impact on its condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016‑02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018‑11, Leases (Topic 842): Targeted Improvements , which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method by recording a right of use asset of $23.0 million, a lease liability of $26.8 million and eliminated deferred rent of approximately $3.8 million; there was no effect on opening retained earnings, and the Company continues to account for leases in the prior period financial statements under ASC Topic 840. In adopting the new standard, the Company elected to apply the practical expedients regarding the identification of leases, lease classification, indirect costs, and the combination of lease and non-lease components. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016‑13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments. ASU 2016‑13 requires that expected credit losses relating to financial assets are measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. ASU 2016‑13 limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The new standard will be effective on January 1, 2020 and may be adopted earlier. The Company is currently evaluating the impact, if any, that ASU 2016‑13 will have on its 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 , which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. The Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations | |
Schedule of revenue and expenses | The following is a summary of revenue and expenses of National for the three and nine months ended September 30, 2018. The Company had no activity related to National in 2019. Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2018 2018 Revenue $ 58,520 $ 165,061 Operating expenses Commissions, compensation and fees 48,556 141,462 Clearing fees 451 1,772 Communications 856 2,429 Occupancy 738 2,834 Licenses and registration 861 2,028 Professional fees 1,076 3,047 Interest 26 30 Underwriting costs 43 230 Depreciation and amortization 871 2,587 Other administrative expenses 1,726 5,839 Total operating expenses 55,204 162,258 Loss from operations 3,316 2,803 Other income (expenses) Interest income — 6 Interest expense and financing fees 429 1,195 Change in fair value of derivative liabilities (12) (8,045) Other income (146) 69 Total other income (expenses) 271 (6,775) Income (loss) from discontinued operations before income taxes 3,587 (3,972) Income tax expense 944 2,382 Income (loss) from discontinued operations 2,643 (6,354) Gain from disposal of National — — Total income (loss) from discontinued operations, net of tax $ 2,643 $ (6,354) |
Schedule of condensed consolidated balance sheets | In connection with this sale, the Company classified the assets and liabilities related to National, included on its condensed consolidated balance sheet as of December 31, 2018, as held for sale as presented in the table below: December 31, ($ in thousands) 2018 ASSETS Current assets Current assets held for sale $ 13,089 Total current assets held for sale 13,089 Total assets held for sale $ 13,089 |
Schedule of cash flows statement | The table below depicts the cash flows from the transaction for the nine months ended September 30, 2019 and 2018, respectively: Nine Months Ended September 30, ($ in thousands) 2019 2018 Operating activities Effect of elimination entry with discontinued operations presentation $ — $ (1,168) Net loss on discontinued operations — (6,354) Total cash used in discontinued operating activities $ — $ (7,522) Investing activities Proceeds from sale of National $ 13,089 $ — Total cash provided by discontinued investing activities $ 13,089 $ — |
Collaboration and Stock Purch_2
Collaboration and Stock Purchase Agreements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Collaboration And Stock Purchase Agreements | |
Schedule of assets and liabilities of Caelum | The Company deconsolidated its holdings in Caelum immediately prior to the execution of the DOSPA. Following the DOSPA execution, the Company owns approximately 40% of the issued and outstanding capital stock of Caelum. The following table provides a summary of the assets and liabilities of Caelum impacted by the deconsolidation: January ($ in thousands) 2019 ASSETS Current assets Cash and cash equivalents $ 1,201 Prepaid expenses and other current assets 6 Total current assets $ 1,207 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 2,246 Interest payable 198 Interest payable - related party 106 Note payable - related party 929 Note payable 9,914 Warrant liability 991 Total current liabilities 14,384 Net liability impacted by deconsolidation $ 13,177 |
Schedule of gain from deconsolidation of Caelum | In connection with this transaction the Company recorded a gain resulting from the deconsolidation of Caelum on its condensed consolidated financial statements for the nine months ended September 30, 2019: Gain on deconsolidation of ($ in thousands) Caelum Fair value of Caelum $ 11,193 Net liabilities deconsolidated 13,177 Non-controlling interest share (4,849) Write off of MSA fees due Fortress (1,000) Gain on deconsolidation of Caelum $ 18,521 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property and Equipment | |
Schedule of property and equipment | Fortress’ property and equipment consisted of the following: Useful Life September 30, December 31, ($ in thousands) (Years) 2019 2018 (Unaudited) Computer equipment 3 $ 648 $ 648 Furniture and fixtures 5 1,153 1,128 Machinery & equipment 5 3,960 3,143 Leasehold improvements 5‑15 9,358 9,271 Construction in progress (1) N/A 1,011 393 Total property and equipment 16,130 14,583 Less: Accumulated depreciation (3,978) (2,564) Property and equipment, net $ 12,152 $ 12,019 Note 1: Relates to the Mustang cell processing facility. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of financial instruments, measured at fair value | The following tables classify into the fair value hierarchy of Fortress’ financial instruments, measured at fair value as of September 30, 2019 and December 31, 2018: Fair Value Measurement as of September 30, 2019 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Fair value of investment in Caelum $ — $ — $ 11,193 $ 11,193 Total $ — $ — $ 11,193 $ 11,193 Fair Value Measurement as of December 31, 2018 ($ in thousands) Level 1 Level 2 Level 3 Total Liabilities Caelum warrant liability $ — $ — $ 991 $ 991 Caelum convertible notes, at fair value — — 9,914 9,914 Total $ — $ — $ 10,905 $ 10,905 |
Schedule of changes in fair value of financial instruments | The table below provides a roll-forward of the changes in fair value of Level 3 financial instruments as of September 30, 2019: Caelum Investment in Convertible Warrant ($ in thousands) Caelum Note liabilities Total Balance at December 31, 2018 $ — $ 9,914 $ 991 $ 10,905 Conversion of convertible notes — (9,914) — (9,914) Issuance of warrant — — (991) (991) Fair value of investment 11,193 — — 11,193 Balance at September 30, 2019 $ 11,193 $ — $ — $ 11,193 |
Caelum [Member] | Convertible Debt [Member] | |
Schedule of weighted average (in aggregate) significant unobservable inputs | A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Caelum’s convertible notes that are categorized within Level 3 of the fair value hierarchy as of December 31, 2018 is as follows: December 31, 2018 Risk-free interest rate 2.302 % Expected dividend yield — % Expected term in years 0.32 Expected volatility 67 % |
Schedule of fair value of derivative warrant liability | Caelum Convertible Notes, at fair ($ in thousands) value Beginning balance at January 1, 2019 $ 9,914 Conversion of the convertible notes (9,914) Ending balance at September 30, 2019 $ — |
Warrants [Member] | Caelum [Member] | |
Schedule of weighted average (in aggregate) significant unobservable inputs | The Caelum warrant liability and convertible notes did not exist as of September 30, 2019. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Caelum’s warrant liability that are categorized within Level 3 of the fair value hierarchy as of December 31, 2018 is as follows: December 31, 2018 Risk-free interest rate 2.905% – 2.909 % Expected dividend yield — % Expected term in years 3.84 – 3.96 Expected volatility 70 % |
Schedule of fair value of derivative warrant liability | Fair Value of Derivative Warrant ($ in thousands) Liability Beginning balance at January 1, 2019 $ 991 Issuance of warrant due to conversion of note (991) Ending balance at September 30, 2019 $ — |
Licenses Acquired (Tables)
Licenses Acquired (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Licenses Acquired | |
Schedule of research and development-licenses | As such, for the three and nine months ended September 30, 2019 and 2018, the purchase price of licenses acquired was classified as research and development-licenses acquired in the Condensed Consolidated Statements of Operations as reflected in the table below: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2019 2018 2019 2018 Fortress Companies: Helocyte $ — $ 1,500 $ — $ 1,521 Checkpoint — 1,000 — 1,000 Caelum — 201 — 201 Mustang 700 1,000 1,350 1,075 Aevitas — 5 — 6 Cellvation — — — 1 Total $ 700 $ 3,706 $ 1,350 $ 3,804 |
Schedule of research and development for licenses acquired | The table below provides a summary of Checkpoint’s expense related to its licenses, for the three and nine months ended September 30, 2019 and 2018 by license as recorded in the Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2019 2018 2019 2018 Dana Farber License CK-301 $ — $ 1,000 $ — $ 1,000 Total $ — $ 1,000 $ — $ 1,000 For the three and nine months ended September 30, 2019 and 2018, Mustang recorded the following expenses in research and development for licenses acquired on the condensed consolidated statement of operations: Three Months Ended September 30, Nine Months Ended September 30, ($in thousands) 2019 2018 2019 2018 City of Hope CD123 $ — $ — $ 250 $ — CSI — — 200 — Manufacturing — — — 75 PSCA 200 — 200 — Calimmune 200 — 200 — UCLA 300 — 300 — St. Jude-X-SCID — 1,000 — 1,000 Nationwide Children's Hospital - C134 — — 200 — Total $ 700 $ 1,000 $ 1,350 $ 1,075 |
Sponsored Research and Clinic_2
Sponsored Research and Clinical Trial Agreements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Aevitas Therapeutics Inc [Member] | |
Schedule of research and development for sponsored research and clinical trial agreements | For the three and nine months ended September 30, 2019 and 2018, Aevitas recorded the following expense in research and development for sponsored research and clinical trial agreements: For the Three Months Ended September 30, For the Nine Months Ended September 30, ($ in thousands) 2019 2018 2019 2018 UMass – AAV $ — $ 188 $ — $ 564 UPenn – AAV 255 250 755 250 Duke – AAV 17 — 17 — Total $ 272 $ 438 $ 772 $ 814 |
Mustang [Member] | |
Schedule of research and development for sponsored research and clinical trial agreements | For the three and nine months ended September 30, 2019 and 2018, Mustang recorded the following expense in research and development for sponsored research and clinical trial agreements: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2019 2018 2019 2018 City of Hope $ 500 $ 500 $ 1,500 $ 1,500 City of Hope - CD123 269 123 1,028 387 City of Hope - IL13Ra2 244 346 811 849 City of Hope - Manufacturing 114 114 343 344 Fred Hutch - CD20 49 255 690 938 BIDMC - CRISPR — 69 69 69 Total $ 1,176 $ 1,407 $ 4,441 $ 4,087 |
Intangibles, net (Tables)
Intangibles, net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Intangibles, net | |
Schedule of JMC intangible asset | The table below provides a summary of the Journey intangible assets as of September 30, 2019 and December 31, 2018, respectively: Estimated Useful September 30, December 31, ($ in thousands) Lives (Years) 2019 2018 (Unaudited) Intangible assets – asset purchases 3 to 7 $ 9,934 $ 2,800 Total 9,934 2,800 Accumulated amortization (2,203) (1,383) Net intangible assets $ 7,731 $ 1,417 |
Schedule of JMC recognized expense related to its product licenses | The table below provides a summary for the nine months ended September 30, 2019, of JMC recognized expense related to its product licenses, which was recorded in costs of goods sold on the Condensed Consolidated Statement of Operations: Intangible ($ in thousands) Assets Beginning balance at January 1, 2019 $ 1,417 Additions: Purchase of Ximino (1) 7,134 Amortization expense (820) Ending balance at September 30, 2019 $ 7,731 Note 1: Includes four payments of $7.0 million due in consecutive years commencing on the second anniversary of the execution of the APA. Such payments were discounted by $2.3 million as a result of the long-term nature of such payments. |
Schedule of future amortization of intangible assets | The future amortization of these intangible assets is as follows: Total ( $ in thousands) Exelderm® Ximino® Amortization For the three-months ending December 31, 2019 $ 100 $ 255 $ 355 Year Ended December 31, 2020 400 1,019 1,419 Year Ended December 31, 2021 267 1,019 1,286 Year Ended December 31, 2022 — 1,019 1,019 Year Ended December 31, 2023 — 1,019 1,019 Thereafter — 2,633 2,633 Total $ 767 $ 6,964 $ 7,731 |
Debt and Interest (Tables)
Debt and Interest (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt and Interest | |
Schedule of debt | September 30, December ($ in thousands) 2019 31, 2018 Interest rate Maturity (Unaudited) IDB Note (4) $ 14,929 $ 14,929 2.25 % Aug - 2020 2017 Subordinated Note Financing 3,254 3,254 8.00 % (3) March - 2021 2017 Subordinated Note Financing 13,893 13,893 8.00 % (3) May - 2021 2017 Subordinated Note Financing 1,820 1,820 8.00 % (3) June - 2021 2017 Subordinated Note Financing 3,018 3,018 8.00 % (3) August - 2021 2017 Subordinated Note Financing 6,371 6,371 8.00 % (3) September - 2021 2018 Venture Notes 6,517 6,517 8.00 % August - 2021 2018 Venture Notes 15,190 15,190 8.00 % September - 2021 Opus Credit Facility (1) 9,000 9,500 12.00 % September - 2021 Mustang Horizon Notes (2) 15,750 — 9.00 % October - 2022 Caelum Convertible Note, at fair value — 1,000 8.00 % January - 2019 Caelum Convertible Note, at fair value — 6,800 8.00 % February - 2019 Caelum Convertible Note, at fair value — 2,114 8.00 % March - 2019 Total notes payable 89,742 84,406 Less: Discount on notes payable 5,728 4,903 Total notes payable $ 84,014 $ 79,503 Note 1: Classified as short-term on the Company’s Consolidated Balance Sheet as of December 31, 2018. Note 2: Interest rate is 9.0% plus one-month LIBOR Rate in excess of 2.5%. Note 3: As a result of a one-year maturity date extension, the interest rate of 9% takes effect in year 4 of the note. Note 4: Classified as short-term on the Company’s Consolidated Balance Sheet as of September 30, 2019. |
Schedule of interest expense for all debt arrangements | Three Months Ended September 30, 2019 2018 ($ in thousands) Interest Fees(1) Total Interest Fees (1) Total IDB Note $ 86 $ — $ 86 $ 85 $ — $ 85 2017 Subordinated Note Financing 1,072 326 1,398 1,060 331 1,391 Opus Credit Facility 275 104 379 288 105 393 2018 Venture Notes 438 166 604 438 136 574 LOC Fees 14 — 14 7 — 7 Helocyte Convertible Note — — — 6 — 6 Caelum Convertible Note — — — 198 — 198 Mustang Horizon Notes 345 234 579 — — — Ximino Note — 108 108 — — — Other — — — 3 — 3 Total Interest Expense and Financing Fee $ 2,230 $ 938 $ 3,168 $ 2,085 $ 572 $ 2,657 Note 1: Amortization of fees Nine Months Ended September 30, 2019 2018 ($ in thousands) Interest Fees(1) Total Interest Fees(1) Total IDB Note $ 254 $ — $ 254 $ 254 $ — $ 254 2017 Subordinated Note Financing 3,148 1,081 4,229 3,157 1,013 4,170 Opus Credit Facility 840 336 1,176 853 525 1,378 2018 Venture Notes 1,299 468 1,767 923 281 1,204 LOC Fees 45 — 45 23 — 23 Helocyte Convertible Note — — — 93 — 93 Caelum Convertible Note — — — 589 — 589 Mustang Horizon Notes 698 466 1,164 — — — Ximino Note — 108 108 — — — Other — — — (61) — (61) Total Interest Expense and Financing Fee $ 6,284 $ 2,459 $ 8,743 $ 5,831 $ 1,819 $ 7,650 Note 1: Amortization of fees |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases | |
Schedule of lease expense | During the three and nine months ended September 30, 2019, the Company recorded $0.8 million and $2.4 million, respectively, as lease expense to current period operations. Three Months Ended Nine Months Ended ($ in thousands) September 30, 2019 September 30, 2019 Lease cost Operating lease cost $ 798 $ 2,397 Shared lease costs (479) (1,408) Variable lease cost 160 575 Total lease cost $ 479 $ 1,564 The following tables summarize quantitative information about the Company’s operating leases, under the adoption of Topic 842 : Nine Months Ended ($ in thousands) September 30, Operating cash flows from operating leases $ (2,185) Weighted-average remaining lease term – operating leases 6.4 Weighted-average discount rate – operating leases 6.2 % Future Lease ($ in thousands) Liability Three months ended December 31, 2019 $ 776 Year Ended December 31, 2020 2,966 Year Ended December 31, 2021 3,114 Year Ended December 31, 2022 3,084 Year Ended December 31, 2023 3,137 Other 23,463 Total 36,540 Less: present value discount (10,631) Operating lease liabilities $ 25,909 |
Schedule of total future minimum lease payments | At December 31, 2018, the total future minimum lease payments under all leases were: ($ in thousands) 2019 $ 3,070 2020 3,289 2021 3,084 2022 3,084 2023 3,137 Beyond 23,466 Total minimum lease payments $ 39,130 |
Accrued Liabilities and other_2
Accrued Liabilities and other Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accrued Liabilities and other Long-Term Liabilities | |
Schedule of accrued expenses and other long-term liabilities | Accrued expenses and other long-term liabilities consisted of the following: September 30, December ($ in thousands) 2019 31, 2018 (Unaudited) Accrued expenses: Professional fees $ 1,577 $ 1,434 Salaries, bonuses and related benefits 5,863 5,843 Research and development 3,285 3,805 Research and development - manufacturing 919 826 Research and development - clinical supplies 159 160 Research and development - license maintenance fees 689 519 Research and development - milestones 500 200 Dr. Falk Pharma milestone — 300 Accrued royalties payable 1,833 1,108 Accrued coupon expense 1,994 838 Other 2,586 1,327 Total accrued expenses $ 19,405 $ 16,360 Other long-term liabilities: Deferred rent and long-term lease abandonment charge (1) $ 2,183 $ 5,211 Long-term note payable (2) 4,842 — Total other long-term liabilities $ 7,025 $ 5,211 Note 1: As of September 30, 2019, balance consists of deferred charges related to build-out of the New York facility, and as of December 31, 2018, balance consists of deferred rent and deferred build out charges. Note 2: As of September 30, 2019, Journey recorded a note payable, net of an imputed interest discount of $2.3 million, of $4.7 million in connection with its acquisition of Ximino, see Note 9. The imputed interest discount was calculating utilizing an 11.96% effective interest rate based upon a non-investment grade “CCC” rate over a five-year period. |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Non-Controlling Interests | |
Schedule of non-controlling interests in consolidated entities | Non-controlling interests in consolidated entities are as follows: As of September 30, 2019 Net loss attributable to Non-controlling interests Non-controlling ($ in thousands) NCI equity share non-controlling interests in consolidated entities ownership Aevitas $ (1,160) $ (491) $ (1,651) 35.8 % Avenue (2) 24,114 (14,869) 9,245 77.3 % Cellvation (726) (129) (855) 21.1 % Checkpoint (1) 14,907 (10,525) 4,382 69.9 % Coronado SO (290) — (290) 13.0 % Cyprium (306) (106) (412) 10.6 % Helocyte (4,229) (181) (4,410) 19.3 % JMC (216) 197 (19) 6.9 % Mustang (2) 61,899 (18,053) 43,846 70.2 % Tamid (551) (80) (631) 23.4 % Total $ 93,442 $ (44,237) $ 49,205 As of December 31, 2018 Net loss attributable to Non-controlling interests Non-controlling ($ in thousands) NCI equity share non-controlling interests in consolidated entities ownership Aevitas $ (474) $ (606) $ (1,080) 36.1 % Avenue (2) 13,326 (13,735) (409) 64.8 % Caelum (3) (2,436) (2,413) (4,849) 36.8 % Cellvation (457) (185) (642) 21.1 % Checkpoint (1) 31,648 (23,470) 8,178 69.3 % Coronado SO (290) — (290) 13.0 % Cyprium (210) (62) (272) 10.8 % Helocyte (3,372) (684) (4,056) 19.8 % JMC (475) 245 (230) 6.9 % Mustang (2) 38,631 (16,628) 22,003 60.5 % Tamid (211) (251) (462) 23.4 % Total $ 75,680 $ (57,789) $ 17,891 Note 1: Checkpoint is consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Checkpoint’s Class A Common Shares which provide super-majority voting rights. Note 2: Avenue and Mustang are consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Preferred Class A Shares which provide super-majority voting rights. Note 3: Effective January 30, 2019, Caelum ceased to be a controlled Fortress entity and as such is no longer consolidated. |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Net Loss per Common Share | |
Schedule of diluted weighted average shares outstanding | The following shares of potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding, as the effect of including such securities would be anti-dilutive at the end of the nine months ended September 30, 2019 and 2018: Nine Months Ended September 30, 2019 2018 Warrants to purchase Common Stock 865,364 890,892 Opus warrants to purchase Common Stock 1,880,000 1,880,000 Options to purchase Common Stock 1,169,293 1,085,502 Convertible preferred stock 1,002,087 1,000,000 Unvested Restricted Stock 12,622,881 11,014,596 Unvested Restricted Stock Units 791,610 1,796,134 Total 18,331,235 17,667,124 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity | |
Schedule of stock-based compensation expense | The following table summarizes the stock-based compensation expense from stock option, employee stock purchase programs and restricted Common Stock awards and warrants for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2019 2018 2019 2018 Employee awards $ 936 $ 1,012 $ 2,791 $ 3,075 Executive awards of Fortress Companies’ stock 358 446 1,065 1,408 Non-employee awards 15 24 84 70 Warrants 97 — 97 — Fortress Companies: Avenue 298 371 1,585 1,043 Checkpoint 833 1,128 2,444 2,336 Mustang 1,120 903 2,174 3,869 Other 84 222 183 252 Total stock-based compensation expense $ 3,741 $ 4,106 $ 10,423 $ 12,053 |
Schedule of Stock option activities | The following table summarizes Fortress stock option activities excluding activity related to Fortress partner companies: Weighted average Total remaining Weighted average Weighted average contractual life Number of shares exercise price intrinsic value (years) Options vested and expected to vest at December 31, 2018 1,285,501 $ 3.75 $ — 2.93 Granted 125,000 1.18 28,750 Options vested and expected to vest at September 30, 2019 1,410,501 $ 4.30 $ 43,903 2.58 Options vested and exercisable 1,285,501 $ 4.60 $ 15,153 2.41 |
Schedule of Restricted stock awards and restricted stock units | The following table summarizes Fortress restricted stock awards and restricted stock units activities, excluding activities related to Fortress Companies: Weighted average Number of shares grant price Unvested balance at December 31, 2018 12,645,982 $ 2.72 Restricted stock granted 1,516,408 0.86 Restricted stock vested (220,000) 3.16 Restricted stock units granted 40,000 1.63 Restricted stock units forfeited (244,272) 4.45 Restricted stock units vested (250,209) 3.59 Unvested balance at September 30, 2019 13,487,909 $ 2.46 |
Schedule of Warrant activities | The following table summarizes Fortress warrant activities, excluding activities related to Fortress Companies: Total Weighted Weighted average average remaining Number of Weighted average intrinsic contractual life shares exercise price value (years) Outstanding as of December 31, 2018 2,754,189 $ 3.28 $ 7,800 3.49 Granted 60,000 1.92 — Forfeited (73,009) 5.65 — Outstanding as of September 30, 2019 2,741,180 $ 3.19 $ 2,400 2.98 Exercisable as of September 30, 2019 776,180 $ 3.76 $ 2,400 2.62 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions | |
Schedule of effective date and PIK dividend or equity fee payable | The Company has entered into Founders Agreements and, in some cases, Exchange Agreements with certain of its subsidiaries as described in the Company’s Form 10‑K for the year ended December 31, 2018, filed with the SEC on March 18, 2019. The following table summarizes, by subsidiary, the effective date of the Founders Agreements and PIK dividend or equity fee payable to the Company in accordance with the terms of the Founders Agreements, Exchange Agreements and the subsidiaries’ certificates of incorporation. PIK Dividend as a % of fully diluted outstanding Class of Stock Fortress Partner Company Effective Date (1) capitalization Issued Helocyte March 20, 2015 2.5 % Common Stock Avenue February 17, 2015 0.0 % (2) Common Stock Mustang March 13, 2015 2.5 % Common Stock Checkpoint March 17, 2015 0.0 % (3) Common Stock Cellvation October 31, 2016 2.5 % Common Stock Caelum January 1, 2017 0.0 % (4) Common Stock Cyprium March 13, 2017 2.5 % Common Stock Aevitas July 28, 2017 2.5 % Common Stock Tamid November 30, 2017 (5) 2.5 % Common Stock Note 1: Represents the effective date of each subsidiary’s Founders Agreement. Each PIK dividend and equity fee is payable on the annual anniversary of the effective date of the original Founders Agreement or has since been amended to January 1 of each calendar year. Note 2: Concurrently with the execution and delivery of the Stock Purchase and Merger Agreement (“SPMA”) entered into between Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. Note 3: Instead of a PIK dividend, Checkpoint pays the Company an annual equity fee in shares of Checkpoint’s common stock equal to 2.5% of Checkpoint’s fully diluted outstanding capitalization. Note 4: Effective January 31, 2019 the Caelum Founders Agreement and MSA with Fortress were terminated in conjunction with the execution of a Development Option and Share Purchase Agreement (“DOSPA”) between Caelum and Alexion Therapeutics, Inc. (See Note 4). Note 5: Represents the Trigger Date, the date that the Fortress partner company first acquires, whether by license or otherwise, ownership rights in a product. |
Schedule of effective date and annual consulting fee payable by the subsidiary to the Company | The Company has entered in Management Services Agreements (the “MSAs”) with certain of its subsidiaries as described in the Company’s Form 10‑K for the year ended December 31, 2018, filed with the SEC on March 18, 2019. The following table summarizes, by subsidiary, the effective date of the MSA and the annual consulting fee payable by the subsidiary to the Company in quarterly installments: Annual MSA Fee Fortress partner company Effective Date (Income)/Expense Helocyte March 20, 2015 $ 500 Avenue (1) February 17, 2015 — Mustang March 13, 2015 500 Checkpoint March 17, 2015 500 Cellvation October 31, 2016 500 Caelum (2) January 1, 2017 — Cyprium March 13, 2017 500 Aevitas July 28, 2017 500 Tamid November 30, 2017 500 Fortress (3,500) Consolidated (Income)/Expense $ — Note 1: Concurrently with the execution and delivery of the SPMA entered into between, Avenue, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”) (together, the “SPMA Parties”), the SPMA Parties entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company irrevocably waived its right to receive the annual dividend of Avenue’s common shares under the terms of the Class A preferred stock and any fees, payments, reimbursements or other distributions under the management services agreement between the Company and Avenue and the Founders Agreement, for the period from the effective date of the Waiver Agreement to the termination of InvaGen’s rights under the SPMA. Pursuant to the Waiver Agreement, immediately prior to the closing of the Merger Transaction contemplated under the SPMA, the Company will convert all of its preferred shares into common shares pursuant to the terms of the certificate of incorporation of Avenue, as amended from time to time. (See Note 4). Note 2: Effective January 31, 2019 the Caelum Founders Agreement and MSA with Fortress were terminated in conjunction with the execution of a DOSPA between Caelum and Alexion Therapeutics, Inc. and $1.0 million of fees accrued under the MSA were written off (See Note 4). |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Information | |
Schedule of continued operations by reportable segment | The following tables summarize, for the periods indicated, operating results, from continuing operations by reportable segment: Pharmaceutical and Dermatology Biotechnology Products Product Three Months Ended September 30, 2019 Sales Development Consolidated Net Revenue $ 9,492 $ 280 $ 9,772 Direct cost of goods (2,702) — (2,702) Sales and marketing costs (4,370) — (4,370) Research and development (1) — (15,271) (15,271) General and administrative (669) (9,300) (9,969) Segment income (loss) from operations $ 1,751 $ (24,291) $ (22,540) Segment assets $ 18,697 $ 202,891 $ 221,588 Pharmaceutical and Dermatology Biotechnology Products Product Three Months Ended September 30, 2018 Sales Development Consolidated Net Revenue $ 5,168 $ 5 $ 5,173 Direct cost of goods (1,406) — $ (1,406) Sales and marketing costs (2,754) — $ (2,754) Research and development (1) — (19,788) $ (19,788) General and administrative (505) (8,925) $ (9,430) Segment income (loss) from operations $ 503 $ (28,708) $ (28,205) Segment assets $ 10,765 $ 157,781 $ 168,546 Assets held for sale 56,373 Total consolidated $ 224,919 Pharmaceutical and Dermatology Biotechnology Products Product Nine Months Ended September 30, 2019 Sales Development Consolidated Net Revenue $ 23,816 $ 1,683 $ 25,499 Direct cost of goods (6,972) — (6,972) Sales and marketing costs (12,064) — (12,064) Research and development (1) — (57,705) (57,705) General and administrative (1,808) (27,388) (29,196) Segment income (loss) from operations $ 2,972 $ (83,410) $ (80,438) Segment assets $ 18,697 $ 202,891 $ 221,588 Pharmaceutical and Dermatology Biotechnology Products Product Nine Months Ended September 30, 2018 Sales Development Consolidated Net Revenue $ 17,366 $ 525 $ 17,891 Direct cost of goods (4,546) — $ (4,546) Sales and marketing costs (8,443) — $ (8,443) Research and development (1) — (62,332) $ (62,332) General and administrative (1,270) (29,075) $ (30,345) Segment income (loss) from operations $ 3,107 $ (90,882) $ (87,775) Segment assets $ 10,765 $ 157,781 $ 168,546 Assets held for sale 56,373 Total consolidated $ 224,919 Note 1: Research and development includes the cost of licenses acquired. |
Revenues from Contracts and S_2
Revenues from Contracts and Significant Customers (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenues from Contracts and Significant Customers | |
Schedule of disaggregation of total revenues | Revenues by product and collaborator are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2019 2018 2019 2018 Targadox® $ 6,608 $ 4,322 $ 19,538 $ 16,183 Ximino® 2,194 — 2,194 — Exelderm® 668 625 1,712 626 Other branded revenue 22 221 372 557 Total product revenues 9,492 5,168 23,816 17,366 TGTX 280 5 1,683 525 Total Revenue $ 9,772 $ 5,173 $ 25,499 $ 17,891 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Accounting Policies [Line Items] | ||
Operating Lease, Liability | $ 25,909 | |
Operating Lease, Right-of-Use Asset | $ 21,876 | |
Accounting Standards Update 2016-02 [Member] | ||
Accounting Policies [Line Items] | ||
Operating Lease, Liability | $ 26,800 | |
Operating Lease, Right-of-Use Asset | 23,000 | |
Deferred Rent Credit | $ 3,800 |
Discontinued Operations- Summar
Discontinued Operations- Summary of revenue and expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Discontinued Operations | ||
Revenue | $ 58,520 | $ 165,061 |
Operating expenses | ||
Commissions, compensation and fees | 48,556 | 141,462 |
Clearing fees | 451 | 1,772 |
Communications | 856 | 2,429 |
Occupancy | 738 | 2,834 |
Licenses and registration | 861 | 2,028 |
Professional fees | 1,076 | 3,047 |
Interest | 26 | 30 |
Underwriting costs | 43 | 230 |
Depreciation and amortization | 871 | 2,587 |
Other administrative expenses | 1,726 | 5,839 |
Total operating expenses | 55,204 | 162,258 |
Loss from operations | 3,316 | 2,803 |
Other income (expenses) | ||
Interest income | 6 | |
Interest expense and financing fees | 429 | 1,195 |
Change in fair value of derivative liabilities | (12) | (8,045) |
Other income | 69 | |
Other expenses | (146) | |
Total other income (expenses) | 271 | (6,775) |
Income (loss) from discontinued operations before income taxes | 3,587 | (3,972) |
Income tax expense | 944 | 2,382 |
Income (loss) from discontinued operations | 2,643 | (6,354) |
Total income (loss) from discontinued operations | $ 2,643 | $ (6,354) |
Discontinued Operations- Classi
Discontinued Operations- Classified assets and liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Current assets held for sale | $ 13,089 | |
Total current assets | $ 1,207 | 13,089 |
Total assets held for sale | $ 13,089 |
Discontinued Operations- Cash f
Discontinued Operations- Cash flows from the transaction (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating activities | |||
Effect of elimination entry with discontinued operations presentation | $ (1,168) | ||
Net loss on discontinued operations | $ 2,643 | (6,354) | |
Total cash used in discontinued operating activities | $ (7,522) | ||
Investing activities | |||
Proceeds from sale of National | $ 13,089 | ||
Total cash provided by discontinued investing activities | $ 13,089 |
Discontinued Operations- Additi
Discontinued Operations- Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Disposal Group, Including Discontinued Operation, Assets | $ 13,089 | |
National Holdings Corporation [Member] | ||
Disposal Group, Including Discontinued Operation, Assets | $ 13,100 | |
Share Price | $ 3.25 |
Collaboration and Stock Purch_3
Collaboration and Stock Purchase Agreements - Summary of assets and liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Cash and cash equivalents | $ 1,201 | ||
Prepaid expenses and other current assets | 6 | ||
Total current assets | 1,207 | $ 13,089 | |
Current liabilities | |||
Accounts payable and accrued expenses | 2,246 | ||
Interest payable | 198 | ||
Interest payable - related party | 106 | ||
Note payable - related party | 929 | ||
Note payable | 9,914 | ||
Warrant liability | 991 | ||
Total current liabilities | 14,384 | ||
Net liability impacted by deconsolidation | $ 13,177 | $ 13,177 |
Collaboration and Stock Purch_4
Collaboration and Stock Purchase Agreements - Condensed consolidated financial statements (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Jan. 31, 2019 | |
Gain on deconsolidation of Caelum | ||
Fair value of Caelum | $ 11,193 | |
Net liabilities deconsolidated | 13,177 | $ 13,177 |
Non-controlling interest share | (4,849) | |
Write off of MSA fees due Fortress | (1,000) | |
Gain on deconsolidation of Caelum | $ 18,521 |
Collaboration and Stock Purch_5
Collaboration and Stock Purchase Agreements - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |||
Feb. 08, 2019 | Jan. 30, 2019 | Sep. 30, 2019 | Jan. 31, 2019 | Nov. 12, 2018 | |
Business Acquisition, Percentage of Voting Interests Acquired | 33.30% | ||||
Business Combination, Contingent Consideration, Liability | $ 180 | ||||
Caelum [Member] | |||||
Sale of Stock Percentage of Shares Transferred on Transaction | 19.90% | ||||
Sale of Stock, Consideration Received on Transaction | $ 30 | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 40.00% | ||||
Sales [Member] | Avenue [Member] | |||||
Net sales threshold | $ 325 | ||||
Sales After January 1. 2029 [Member] | Avenue [Member] | |||||
Gross Profit Percentage To Net Sales | 20.00% | ||||
Contingent Earn Out Payments Measurement Second Model | $ 1,500 | ||||
Slab One [Member] | Avenue [Member] | |||||
Gross Profit Percentage To Net Sales | 10.00% | ||||
Slab One [Member] | Sales [Member] | Avenue [Member] | |||||
Net sales threshold | $ 400 | ||||
Slab One [Member] | Sales After January 1. 2029 [Member] | Avenue [Member] | |||||
Net sales threshold | $ 100 | ||||
Slab Two [Member] | Avenue [Member] | |||||
Gross Profit Percentage To Net Sales | 12.50% | ||||
Slab Two [Member] | Sales [Member] | Avenue [Member] | Minimum [Member] | |||||
Net sales threshold | $ 400 | ||||
Slab Two [Member] | Sales [Member] | Avenue [Member] | Maximum [Member] | |||||
Net sales threshold | $ 500 | ||||
Slab Three [Member] | Avenue [Member] | |||||
Gross Profit Percentage To Net Sales | 15.00% | ||||
Slab Three [Member] | Sales [Member] | Avenue [Member] | |||||
Net sales threshold | $ 500 | ||||
SPMA [Member] | |||||
Business Combination, Consideration Transferred | $ 7 | ||||
First Stage [Member] | SPMA [Member] | |||||
Business Combination, Consideration Transferred | $ 31.5 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | ||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 16,130 | $ 14,583 | |
Less: Accumulated depreciation | (3,978) | (2,564) | |
Property and equipment, net | $ 12,152 | 12,019 | |
Fortress Biotech Inc [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life (Years) | 15 years | ||
Fortress Biotech Inc [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life (Years) | 5 years | ||
Computer Equipment [Member] | Fortress Biotech Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 648 | 648 | |
Useful Life (Years) | 3 years | ||
Furniture and Fixtures [Member] | Fortress Biotech Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,153 | 1,128 | |
Useful Life (Years) | 5 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 9,358 | 9,271 | |
Construction in progress [Member] | Fortress Biotech Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | [1] | 1,011 | 393 |
Machinery and Equipment [Member] | Fortress Biotech Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 3,960 | $ 3,143 | |
Useful Life (Years) | 5 years | ||
[1] | Relates to the Mustang cell processing facility. |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property and Equipment | ||||
Depreciation | $ 500 | $ 400 | $ 1,414 | $ 892 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingently Issuable Warrants with option pricing model (Details) - Caelum Warrant Liabilities [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk-free interest rate | 2.905% |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk-free interest rate | 2.909% |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected dividend yield | 0.00% |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term in years | 3 years 10 months 2 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term in years | 3 years 11 months 16 days |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected volatility | 70.00% |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Contingently Issuable Warrant liabilities (Details) - Caelum Warrant Liabilities [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Beginning balance | $ 991 |
Issuance of warrant due to conversion of note | $ (991) |
Fair Value Measurements - Warra
Fair Value Measurements - Warrant Liabilities And Convertible Notes At Fair Value (Details) - Caelum Convertible Notes [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk-free interest rate | 2.302% |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected dividend yield | 0.00% |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term in years | 3 months 26 days |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected volatility | 67.00% |
Fair Value Measurements - Exclu
Fair Value Measurements - Exclusive of National Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Fair value of investment | $ 11,193 | |
Total | 11,193 | |
Liabilities | ||
Liabilities | $ 10,905 | |
Warrants [Member] | ||
Liabilities | ||
Liabilities | 991 | |
Caelum Convertible Notes [Member] | ||
Liabilities | ||
Liabilities | 9,914 | |
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Fair value of investment | 11,193 | |
Total | $ 11,193 | |
Liabilities | ||
Liabilities | 10,905 | |
Fair Value, Inputs, Level 3 [Member] | Warrants [Member] | ||
Liabilities | ||
Liabilities | 991 | |
Fair Value, Inputs, Level 3 [Member] | Caelum Convertible Notes [Member] | ||
Liabilities | ||
Liabilities | $ 9,914 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Financial Instruments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance | $ 11,193 |
Caelum [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance | 10,905 |
Balance | 11,193 |
Caelum Convertible Notes [Member] | Caelum [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance | 9,914 |
Conversion of the convertible notes | (9,914) |
Balance | $ 0 |
Fair Value Measurements - Cha_2
Fair Value Measurements - Changes in fair value (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair value of investment | $ 11,193 |
Balance | 11,193 |
Caelum [Member] | |
Balance | 10,905 |
Conversion of convertible notes | (9,914) |
Issuance of warrant | (991) |
Fair value of investment | 11,193 |
Balance | 11,193 |
Warrants [Member] | Caelum [Member] | |
Balance | 991 |
Issuance of warrant | (991) |
Caelum Convertible Notes [Member] | Caelum [Member] | |
Balance | 9,914 |
Conversion of convertible notes | (9,914) |
Balance | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($)$ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments, Fair Value Disclosure | $ 11,193 |
Caelum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments, Fair Value Disclosure | $ 11,193 |
Measurement Input, Risk Free Interest Rate [Member] | Caelum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Values Assumptions Risk Free Return | 2.24% |
Measurement Input Investments [Member] | Caelum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments, Fair Value Disclosure | $ 11,200 |
Measurement Input, Share Price [Member] | Caelum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Values Assumptions Share Price | $ / shares | $ 1.549 |
Measurement Input, Price Volatility [Member] | Caelum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Values Assumptions Expected Volatility Rate | 70.00% |
Fair Values Assumptions Expected Discount For Lack Of Marketability | 27.90% |
Licenses Acquired - License as
Licenses Acquired - License as recorded in the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | $ 700 | $ 3,706 | $ 1,350 | $ 3,804 |
Helocyte [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | 1,500 | 1,521 | ||
Checkpoint [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | 1,000 | 1,000 | ||
Caelum [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | 201 | 201 | ||
Mustang [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | $ 700 | 1,000 | $ 1,350 | 1,075 |
Aevitas [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | $ 5 | 6 | ||
Cellvation [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | $ 1 |
Licenses Acquired - Mustang exp
Licenses Acquired - Mustang expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | $ 700 | $ 3,706 | $ 1,350 | $ 3,804 |
CSI City of Hope Milestone (MB-104) [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | 200 | |||
Manufacturing License [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | 75 | |||
UCLA [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | 300 | 300 | ||
Checkpoint [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | 1,000 | 1,000 | ||
Checkpoint [Member] | Dana Farber License CK-301 [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | 1,000 | 1,000 | ||
Mustang [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | 700 | 1,000 | 1,350 | 1,075 |
Mustang [Member] | City of Hope (COH) - CD123 (MB-102) [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | 250 | |||
Mustang [Member] | PSCA License [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | 200 | 200 | ||
Mustang [Member] | License with Calimmune [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | $ 200 | 200 | ||
Mustang [Member] | XSCID License St Judes [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | $ 1,000 | $ 1,000 | ||
Mustang [Member] | Nationwide Children's Hospital - C134 [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Total licenses acquired expense | $ 200 |
Licenses Acquired - Additional
Licenses Acquired - Additional Information (Details) - USD ($) $ in Thousands | Feb. 01, 2019 | Aug. 31, 2019 | May 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development - licenses acquired | $ 700 | $ 3,706 | $ 1,350 | $ 3,804 | |||
License with Calimmune [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Payment For Research And Development Licenses | $ 200 | ||||||
CSI City of Hope Milestone (MB-104) [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development - licenses acquired | 200 | ||||||
Mustang [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development - licenses acquired | 700 | 1,000 | 1,350 | 1,075 | |||
Mustang [Member] | License with Calimmune [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development - licenses acquired | 200 | 200 | |||||
Research And Development Licenses Payments Due | $ 1,000 | ||||||
Mustang [Member] | License with University of California [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development - licenses acquired | 300 | 300 | |||||
Mustang [Member] | PSCA License [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development - licenses acquired | 200 | 200 | |||||
Mustang [Member] | CD123 License [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Payments For Research And Development Expenses | $ 0 | 300 | |||||
Mustang [Member] | CSI City of Hope Milestone (MB-104) [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and Development in Process | $ 200 | ||||||
Mustang [Member] | Nationwide Children's Hospital - C134 [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Payment For Research And Development Licenses | $ 200 | ||||||
Research and development - licenses acquired | $ 200 | ||||||
Research And Development Licenses Payments Due | $ 152,800 | ||||||
Checkpoint [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development - licenses acquired | 1,000 | 1,000 | |||||
Checkpoint [Member] | Dana Farber License CK-301 [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development - licenses acquired | 1,000 | 1,000 | |||||
Helocyte [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development - licenses acquired | $ 1,500 | $ 1,521 |
Sponsored Research and Clinic_3
Sponsored Research and Clinical Trial Agreements - Summary of Aevitas expense related to its sponsored research agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total licenses acquired expense | $ 700 | $ 3,706 | $ 1,350 | $ 3,804 |
Research and clinical trial agreements [Member] | Aevitas Therapeutics Inc [Member] | ||||
Total licenses acquired expense | 272 | 438 | 772 | 814 |
Research and clinical trial agreements [Member] | Aevitas Therapeutics Inc [Member] | UMass - AAV [Member] | ||||
Total licenses acquired expense | 188 | 564 | ||
Research and clinical trial agreements [Member] | Aevitas Therapeutics Inc [Member] | UPenn - AAV [Member] | ||||
Total licenses acquired expense | 255 | $ 250 | 755 | $ 250 |
Research and clinical trial agreements [Member] | Aevitas Therapeutics Inc [Member] | Duke - AAV [Member] | ||||
Total licenses acquired expense | $ 17 | $ 17 |
Sponsored Research and Clinic_4
Sponsored Research and Clinical Trial Agreements - Summary of Mustang expense related to its sponsored research agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total licenses acquired expense | $ 700 | $ 3,706 | $ 1,350 | $ 3,804 |
Mustang [Member] | ||||
Total licenses acquired expense | 700 | 1,000 | 1,350 | 1,075 |
Research and clinical trial agreements [Member] | Mustang [Member] | ||||
Total licenses acquired expense | 1,176 | 1,407 | 4,441 | 4,087 |
Research and clinical trial agreements [Member] | Mustang [Member] | City of Hope (COH) [Member] | ||||
Total licenses acquired expense | 500 | 500 | 1,500 | 1,500 |
Research and clinical trial agreements [Member] | Mustang [Member] | COH - CD123 (MB-102) [Member] | ||||
Total licenses acquired expense | 269 | 123 | 1,028 | 387 |
Research and clinical trial agreements [Member] | Mustang [Member] | COH - IL13Ra2 (MB-101) [Member] | ||||
Total licenses acquired expense | 244 | 346 | 811 | 849 |
Research and clinical trial agreements [Member] | Mustang [Member] | City of Hope - Manufacturing [Member] | ||||
Total licenses acquired expense | 114 | 114 | 343 | 344 |
Research and clinical trial agreements [Member] | Mustang [Member] | Fred Hutch-CD20 (MB-106) [Member] | ||||
Total licenses acquired expense | $ 49 | 255 | 690 | 938 |
Research and clinical trial agreements [Member] | Mustang [Member] | BIDMC - CRISPR [Member] | ||||
Total licenses acquired expense | $ 69 | $ 69 | $ 69 |
Sponsored Research and Clinic_5
Sponsored Research and Clinical Trial Agreements - Additional Information (Details) - USD ($) | Sep. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Cost of the SRA | $ 100,000 | |||||
Expected period of research study | 4 months | |||||
Research and Development Expense (Excluding Acquired in Process Cost) | $ 14,571,000 | $ 16,082,000 | $ 56,355,000 | $ 58,528,000 | $ 0 | |
University of Texas [Member] | Cellvation [Member] | ||||||
Research and Development Expense (Excluding Acquired in Process Cost) | $ 0 | $ 100,000 | $ 100,000 | $ 200,000 |
Intangibles, net - Summary Of T
Intangibles, net - Summary Of The JMC Intangible Asset (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Net intangible assets | $ 7,731 | $ 1,417 |
Journey Medical Corporation [Member] | ||
Finite-Lived Intangible Assets, Gross | 9,934 | 2,800 |
Accumulated amortization | (2,203) | (1,383) |
Net intangible assets | $ 7,731 | 1,417 |
Journey Medical Corporation [Member] | Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Journey Medical Corporation [Member] | Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years | |
Ximino [Member] | ||
Net intangible assets | $ 7,100 | |
Intangible assets - purchases | ||
Finite-Lived Intangible Assets, Gross | $ 9,934 | $ 2,800 |
Intangibles, net - Cost Of Good
Intangibles, net - Cost Of Goods Sold (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Beginning balance at January 1, 2019 | $ 1,417 |
Ending balance at September 30, 2019 | 7,731 |
Journey Medical Corporation [Member] | |
Beginning balance at January 1, 2019 | 1,417 |
Purchase of Ximino | 7,134 |
Amortization expense | (820) |
Ending balance at September 30, 2019 | $ 7,731 |
Intangibles, net - Amortization
Intangibles, net - Amortization Of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Total | $ 7,731 | $ 1,417 |
Journey Medical Corporation [Member] | ||
For the three-months ending December 31, 2019 | 355 | |
December 31, 2020 | 1,419 | |
December 31, 2021 | 1,286 | |
December 31, 2022 | 1,019 | |
December 31, 2023 | 1,019 | |
Thereafter | 2,633 | |
Total | 7,731 | $ 1,417 |
Ximino [Member] | Journey Medical Corporation [Member] | ||
For the three-months ending December 31, 2019 | 255 | |
December 31, 2020 | 1,019 | |
December 31, 2021 | 1,019 | |
December 31, 2022 | 1,019 | |
December 31, 2023 | 1,019 | |
Thereafter | 2,633 | |
Total | 6,964 | |
Exelderm [Member] | Journey Medical Corporation [Member] | ||
For the three-months ending December 31, 2019 | 100 | |
December 31, 2020 | 400 | |
December 31, 2021 | 267 | |
December 31, 2022 | 0 | |
December 31, 2023 | 0 | |
Thereafter | 0 | |
Total | $ 767 |
Intangibles, net - Additional i
Intangibles, net - Additional information (Details) - USD ($) $ in Thousands | Jul. 22, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Asset Purchase Agreement | |||
Upfront payment period | 60 days | ||
Intangible asset, net | $ 7,731 | $ 1,417 | |
Ximino [Member] | |||
Asset Purchase Agreement | |||
Total consideration | $ 9,400 | ||
Upfront payment | 2,400 | ||
Intangible asset, net | $ 7,100 | ||
Remaining payment due on second anniversary of execution | 7,000 | ||
Initial discount for imputed interest | $ 2,300 |
Debt and Interest - Long-term d
Debt and Interest - Long-term debt (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019 | Aug. 06, 2019 | Dec. 31, 2018 | |
Debt [Line Items] | |||
Total notes payable, long-term | $ 89,742 | $ 84,406 | |
Less: Discount of notes payable | 5,728 | 4,903 | |
Total notes payable | $ 84,014 | 79,503 | |
Interest Rate | 2.50% | ||
IDB Note [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 14,929 | 14,929 | |
Interest Rate | 2.25% | ||
2017 Subordinated Note Financing One [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 3,254 | 3,254 | |
Interest Rate | 8.00% | ||
2017 Subordinated Note Financing Two [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 13,893 | 13,893 | |
Interest Rate | 8.00% | ||
2017 Subordinated Note Financing Three [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 1,820 | 1,820 | |
Interest Rate | 8.00% | ||
2017 Subordinated Note Financing Four [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 3,018 | 3,018 | |
Interest Rate | 8.00% | ||
2017 Subordinated Note Financing Five [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 6,371 | 6,371 | |
Interest Rate | 8.00% | ||
Opus Credit Facility [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 9,000 | 9,500 | |
Interest Rate | 12.00% | ||
Caelum Convertible Note One [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | 1,000 | ||
Interest Rate | 8.00% | ||
Caelum Convertible Note Two [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | 6,800 | ||
Interest Rate | 8.00% | ||
Caelum Convertible Note Three [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | 2,114 | ||
Interest Rate | 8.00% | ||
Venture Notes One [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 6,517 | 6,517 | |
Interest Rate | 8.00% | ||
Venture Notes Two [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 15,190 | $ 15,190 | |
Interest Rate | 8.00% | ||
Mustang 2019 Venture Debt [Member] | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 15,750 | ||
Interest Rate | 9.00% | ||
LIBOR Rate [Member] | |||
Debt [Line Items] | |||
Interest Rate | 9.00% | ||
Subordinated Note Financing 2017 One to Five | |||
Debt [Line Items] | |||
Total notes payable, long-term | $ 28,400 | ||
Interest Rate | 9.00% | ||
Maturity date extension term | 1 year |
Debt and Interest - Schedule of
Debt and Interest - Schedule of Interest Expenses for Debt Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Debt [Line Items] | ||||
Interest | $ 2,230 | $ 2,085 | $ 6,284 | $ 5,831 |
Amortization of fees | 938 | 572 | 2,459 | 1,819 |
Interest and Debt Expense | 3,168 | 2,657 | 8,743 | 7,650 |
LOC Fees [Member] | ||||
Debt [Line Items] | ||||
Interest | 14 | 7 | 45 | 23 |
Interest and Debt Expense | 14 | 7 | 45 | 23 |
IDB Note [Member] | ||||
Debt [Line Items] | ||||
Interest | 86 | 85 | 254 | 254 |
Interest and Debt Expense | 86 | 85 | 254 | 254 |
2017 Subordinated Note Financing One [Member] | ||||
Debt [Line Items] | ||||
Interest | 1,072 | 1,060 | 3,148 | 3,157 |
Amortization of fees | 326 | 331 | 1,081 | 1,013 |
Interest and Debt Expense | 1,398 | 1,391 | 4,229 | 4,170 |
Opus Credit Facility [Member] | ||||
Debt [Line Items] | ||||
Interest | 275 | 288 | 840 | 853 |
Amortization of fees | 104 | 105 | 336 | 525 |
Interest and Debt Expense | 379 | 393 | 1,176 | 1,378 |
Helocyte Convertible Note [Member] | ||||
Debt [Line Items] | ||||
Interest | 6 | 93 | ||
Interest and Debt Expense | 6 | 93 | ||
Caelum Convertible Note [Member] | ||||
Debt [Line Items] | ||||
Interest | 198 | 589 | ||
Interest and Debt Expense | 198 | 589 | ||
Ximino Note [Member] | ||||
Debt [Line Items] | ||||
Amortization of fees | 108 | 108 | ||
Interest and Debt Expense | 108 | 108 | ||
Other [Member] | ||||
Debt [Line Items] | ||||
Interest | 3 | (61) | ||
Interest and Debt Expense | 3 | (61) | ||
2018 Venture Notes [Member] | ||||
Debt [Line Items] | ||||
Interest | 438 | 438 | 1,299 | 923 |
Amortization of fees | 166 | 136 | 468 | 281 |
Interest and Debt Expense | 604 | $ 574 | 1,767 | $ 1,204 |
Mustang 2019 Venture Notes [Member] | ||||
Debt [Line Items] | ||||
Interest | 345 | 698 | ||
Amortization of fees | 234 | 466 | ||
Interest and Debt Expense | $ 579 | $ 1,164 |
Debt and Interest- Additional I
Debt and Interest- Additional Information (Details) | Aug. 06, 2019USD ($) | Jul. 18, 2019USD ($)$ / sharesshares | Mar. 29, 2019USD ($)Dinstallment$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | ||||
Long-term Debt | $ 89,742,000 | $ 84,406,000 | |||
Amortization Payments, Installments | installment | 18 | ||||
Number of Business Days Prior Written Notice | D | 10 | ||||
Debt Instrument, Periodic Payment, Principal | $ 500,000 | ||||
Percent of Outstanding Loan Principal Amount for Calculation of Repayment Change | 4.00% | ||||
Percentage Of Amortization Loan Date | 3.00% | ||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 2.00% | ||||
Line of Credit Facility, Periodic Payment | $ 300,000 | ||||
Line of Credit Facility, Periodic Payment, Principal | 800,000 | ||||
Proceeds from Lines of Credit | $ 15,000,000 | ||||
Accrued Interest Percentage | 5.00% | ||||
Cash | $ 9,400,000 | ||||
Percentage of Warrants Included in Debt | 5.00% | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 288,184 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.47 | ||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 900,000 | ||||
Minimum [Member] | |||||
Debt [Line Items] | |||||
Cash | 8,000,000 | ||||
Maximum [Member] | |||||
Debt [Line Items] | |||||
Cash | 13,000,000 | ||||
Horizon Technology Finance Corporation [Member] | |||||
Debt [Line Items] | |||||
Legal Fees | 1,200,000 | ||||
Line of Credit Facility, Commitment Fee Amount | 200,000 | ||||
Reimbursement of Legal Fees | 30,000 | ||||
Opus Credit Facility [Member] | |||||
Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||
Long-term Debt | $ 9,000,000 | $ 9,500,000 | |||
Common shares issued for Opus debt (in shares) | shares | 396,825 | ||||
Common Shares Issued For Opus Debt, Issue Price | $ / shares | $ 1.26 | ||||
Line Of Credit Facility, Prepayment Amount | $ 500,000 | ||||
Extension period for maturity date of the credit facility | 1 year | ||||
Mustang Two Thousand Nineteen Venture Debt [Member] | |||||
Debt [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 15,000,000 | ||||
Line of Credit Facility, Current Borrowing Capacity | 20,000,000 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 5,000,000 | ||||
LIBOR Rate [Member] | |||||
Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||
Debt Instrument, Basis Spread on Variable Rate | 9.00% | ||||
Subordinated Note Financing 2017 One to Five | |||||
Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||
Long-term Debt, Maturity Date Extension Term | 1 year | ||||
Long-term Debt | $ 28,400,000 | ||||
Subordinated Note Financing 2017 One to Five | NAM Biotech Fund II, LLC [Member] | |||||
Debt [Line Items] | |||||
Long-term Debt | 12,300,000 | ||||
Subordinated Note Financing 2017 One to Five | NAM Special Situations Fund I QP [Member] | |||||
Debt [Line Items] | |||||
Long-term Debt | $ 16,100,000 | ||||
2018 Venture Notes | |||||
Debt [Line Items] | |||||
Long-term Debt, Maturity Date Extension Term | 6 months | ||||
Long-term Debt | $ 21,700,000 | ||||
2018 Venture Notes | NSC Biotech Opportunities Fund, LLC [Member] | |||||
Debt [Line Items] | |||||
Long-term Debt | 5,100,000 | ||||
2018 Venture Notes | NSC Biotech Opportunities QP Fund, LLC [Member] | |||||
Debt [Line Items] | |||||
Long-term Debt | $ 16,600,000 |
Leases - Lease expense (Details
Leases - Lease expense (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Leases | ||
Operating Lease, Expense | $ 800 | $ 2,400 |
Operating lease cost | 798 | 2,397 |
Shared lease costs | (479) | (1,408) |
Variable lease cost | 160 | 575 |
Total lease cost | $ 479 | 1,564 |
Operating cash flows from operating leases | $ (2,185) | |
Weighted-average remaining lease term - operating leases | 6 years 4 months 24 days | 6 years 4 months 24 days |
Weighted-average discount rate - operating leases | 6.20% | 6.20% |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Leases | |
Three months ended December 31, 2019 | $ 776 |
Year Ended December 31, 2020 | 2,966 |
Year Ended December 31, 2021 | 3,114 |
Year Ended December 31, 2022 | 3,084 |
Year Ended December 31, 2023 | 3,137 |
Other | 23,463 |
Total | 36,540 |
Less: present value discount | (10,631) |
Operating lease liabilities | $ 25,909 |
Leases - 2018 Future minimum le
Leases - 2018 Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases | |
2019 | $ 3,070 |
2020 | 3,289 |
2021 | 3,084 |
2022 | 3,084 |
2023 | 3,137 |
Beyond | 23,466 |
Total minimum lease payments | $ 39,130 |
Leases - Additional Information
Leases - Additional Information (Details) | Oct. 03, 2014USD ($) | Aug. 31, 2018USD ($)ft² | Oct. 27, 2017USD ($)ft² | Jun. 30, 2017USD ($)ft² | Oct. 31, 2015USD ($)ft² | Nov. 01, 2019USD ($) | Sep. 30, 2019USD ($) |
Total future rent | $ 36,540,000 | ||||||
Security Deposit | $ 1,300,000 | ||||||
Gansevoort St, New York [Member] | |||||||
Lessee, Operating Lease, Term of Contract | 15 years | ||||||
Lessee Operating Lease Annual Average Rental Expense | $ 2,700,000 | ||||||
Total future rent | 40,700,000 | ||||||
Total future rent, net of sublease | 16,000,000 | ||||||
Waltham [Member] | |||||||
Lessee, Operating Lease, Term of Contract | 5 years | ||||||
Lessee Operating Lease Annual Average Rental Expense | $ 200,000 | ||||||
Land Subject to Ground Leases | ft² | 6,100 | ||||||
Scottsdale, AZ [Member] | |||||||
Lessee Operating Lease Annual Average Rental Expense | $ 94,000 | $ 55,000 | |||||
Lessee, Operating Lease, Option to Extend | P2Y | ||||||
Land Subject to Ground Leases | ft² | 3,681 | 2,295 | |||||
Plantation St, Worcester, MA [Member] | |||||||
Total future rent | $ 3,600,000 | ||||||
Land Subject to Ground Leases | ft² | 27,043 | ||||||
Security Deposit | 800,000 | ||||||
Lessee Operating Lease Base Rent Net of Abatements | $ 600,000 | ||||||
Cash [Member] | |||||||
Security Deposit | 300,000 | ||||||
Cash [Member] | Plantation St, Worcester, MA [Member] | |||||||
Security Deposit | 300,000 | ||||||
LOC Fees [Member] | |||||||
Security Deposit | $ 1,000,000 | ||||||
LOC Fees [Member] | Plantation St, Worcester, MA [Member] | |||||||
Security Deposit | $ 500,000 | ||||||
OPPM [Member] | Gansevoort St, New York [Member] | |||||||
Lessee Operating Lease Annual Average Rental Expense | $ 300,000 | ||||||
Lessee Operating Lease Percentage Of Desk Space To Occupy | 10.00% | ||||||
TGTX [Member] | Gansevoort St, New York [Member] | |||||||
Lessee Operating Lease Annual Average Rental Expense | $ 1,100,000 | ||||||
Lessee Operating Lease Percentage Of Desk Space To Occupy | 45.00% |
Accrued Liabilities and other_3
Accrued Liabilities and other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accrued expenses: | ||
Professional fees | $ 1,577 | $ 1,434 |
Salaries, bonuses and related benefits | 5,863 | 5,843 |
Research and development | 3,285 | 3,805 |
Research and development - manufacturing | 919 | 826 |
Research and development - clinical supplies | 159 | 160 |
Research and development - license maintenance fees | 689 | 519 |
Research and development - milestones | 500 | 200 |
Dr. Falk Pharma milestone | 300 | |
Accrued royalties payable | 1,833 | 1,108 |
Accrued coupon expense | 1,994 | 838 |
Other | 2,586 | 1,327 |
Total accrued expenses | 19,405 | 16,360 |
Other long-term liabilities: | ||
Deferred rent and long-term lease abandonment charge | 2,183 | 5,211 |
Long-term note payable | 68,542 | 60,425 |
Total other long-term liabilities | 7,025 | 5,211 |
Ximino [Member] | ||
Other long-term liabilities: | ||
Long-term note payable | $ 4,842 | $ 0 |
Accrued Liabilities and other_4
Accrued Liabilities and other Long-Term Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Schedule Accrued Expenses And Other Long-Term Liabilities [Line Items] | ||||
Long-term note payable | $ 68,542 | $ 68,542 | $ 60,425 | |
Amortization of interest discount | $ 2,459 | $ 1,819 | ||
Ximino [Member] | ||||
Schedule Accrued Expenses And Other Long-Term Liabilities [Line Items] | ||||
Effective interest rate used to calculated imputed interest discount (in percent) | 11.96% | 11.96% | ||
Period of effective interest rate considered for calculation of imputed interest discount (in years) | 5 years | |||
Initial discount for imputed interest | $ 2,300 | $ 2,300 | ||
Long-term note payable | $ 4,842 | 4,842 | $ 0 | |
Amortization of interest discount | $ 100 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ 93,442 | $ 75,680 | |||
Net loss attributable to non-controlling interests | $ (12,208) | $ (11,949) | (44,237) | $ (43,254) | (57,789) |
Non-controlling interests in consolidated entities | 49,205 | 49,205 | 17,891 | ||
Aevitas [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | (1,160) | (474) | |||
Net loss attributable to non-controlling interests | (491) | (606) | |||
Non-controlling interests in consolidated entities | $ (1,651) | $ (1,651) | $ (1,080) | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 35.80% | 35.80% | 36.10% | ||
Avenue [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ 24,114 | $ 13,326 | |||
Net loss attributable to non-controlling interests | (14,869) | (13,735) | |||
Non-controlling interests in consolidated entities | $ 9,245 | $ 9,245 | $ (409) | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 77.30% | 77.30% | 64.80% | ||
Caelum [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ (2,436) | ||||
Net loss attributable to non-controlling interests | (2,413) | ||||
Non-controlling interests in consolidated entities | $ (4,849) | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 36.80% | ||||
Cellvation [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ (726) | $ (457) | |||
Net loss attributable to non-controlling interests | (129) | (185) | |||
Non-controlling interests in consolidated entities | $ (855) | $ (855) | $ (642) | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 21.10% | 21.10% | 21.10% | ||
Checkpoint [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ 14,907 | $ 31,648 | |||
Net loss attributable to non-controlling interests | (10,525) | (23,470) | |||
Non-controlling interests in consolidated entities | $ 4,382 | $ 4,382 | $ 8,178 | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 69.90% | 69.90% | 69.30% | ||
Coronado SO [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ (290) | $ (290) | |||
Net loss attributable to non-controlling interests | 0 | ||||
Non-controlling interests in consolidated entities | $ (290) | $ (290) | $ (290) | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 13.00% | 13.00% | 13.00% | ||
Cyprium [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ (306) | $ (210) | |||
Net loss attributable to non-controlling interests | (106) | (62) | |||
Non-controlling interests in consolidated entities | $ (412) | $ (412) | $ (272) | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.60% | 10.60% | 10.80% | ||
Helocyte [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ (4,229) | $ (3,372) | |||
Net loss attributable to non-controlling interests | (181) | (684) | |||
Non-controlling interests in consolidated entities | $ (4,410) | $ (4,410) | $ (4,056) | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 19.30% | 19.30% | 19.80% | ||
JMC [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ (216) | $ (475) | |||
Net loss attributable to non-controlling interests | 197 | 245 | |||
Non-controlling interests in consolidated entities | $ (19) | $ (19) | $ (230) | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 6.90% | 6.90% | 6.90% | ||
Mustang [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ 61,899 | $ 38,631 | |||
Net loss attributable to non-controlling interests | (18,053) | (16,628) | |||
Non-controlling interests in consolidated entities | $ 43,846 | $ 43,846 | $ 22,003 | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 70.20% | 70.20% | 60.50% | ||
Tamid [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ (551) | $ (211) | |||
Net loss attributable to non-controlling interests | (80) | (251) | |||
Non-controlling interests in consolidated entities | $ (631) | $ (631) | $ (462) | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 23.40% | 23.40% | 23.40% |
Net Loss per Common Share (Deta
Net Loss per Common Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 18,331,235 | 17,667,124 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 865,364 | 890,892 |
Opus warrants to purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 1,880,000 | 1,880,000 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 1,169,293 | 1,085,502 |
Convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 1,002,087 | 1,000,000 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 12,622,881 | 11,014,596 |
Unvested Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 791,610 | 1,796,134 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 3,741 | $ 4,106 | $ 10,423 | $ 12,053 |
Avenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 298 | 371 | 1,585 | 1,043 |
Checkpoint [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 833 | 1,128 | 2,444 | 2,336 |
Mustang [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 1,120 | 903 | 2,174 | 3,869 |
Other [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 84 | 222 | 183 | 252 |
Employee Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 936 | 1,012 | 2,791 | 3,075 |
Executive Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 358 | 446 | 1,065 | 1,408 |
Non-Employee Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 15 | $ 24 | 84 | $ 70 |
Warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 97 | $ 97 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Stockholders' Equity | ||
Number of shares, Options vested and expected to vest | 1,285,501 | |
Number of shares, Options exercised | 125,000 | |
Number of shares, Options vested and expected to vest | 1,410,501 | 1,285,501 |
Number of shares, Options Exercisable | 1,285,501 | |
Weighted average exercise price, Options vested and expected to vest | $ 3.75 | |
Weighted Average Exercise Price, Options exercised | 1.18 | |
Weighted average exercise price, Options vested and expected to vest | 4.30 | |
Weighted average exercise price, Options vested and exercisable | $ 4.60 | |
Total weighted average intrinsic value, Options vested and expected to vest | $ 43,903 | |
Total weighted average intrinsic value, Options exercised | 28,750 | |
Total weighted average intrinsic value, Exercisable | $ 15,153 | |
Weighted average remaining contractual life (years), Options vested and expected to vest | 2 years 6 months 29 days | 2 years 11 months 5 days |
Weighted average remaining contractual life (years), Options vested and exercisable | 2 years 4 months 28 days |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Activity (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares, Unvested balance | shares | 12,645,982 |
Number of shares, Restricted stock granted | shares | 1,516,408 |
Number of shares, Restricted stock vested | shares | (220,000) |
Number of shares Restricted stock units granted | shares | 40,000 |
Number of shares Restricted stock units forfeited | shares | (244,272) |
Number of shares Restricted stock units vested | shares | (250,209) |
Number of shares, Unvested balance | shares | 13,487,909 |
Weighted average grant price, Unvested balance | $ / shares | $ 2.72 |
Weighted average grant price, Restricted stock granted | $ / shares | 0.86 |
Weighted average grant price, Restricted stock vested | $ / shares | 3.16 |
Weighted average grant price, Restricted stock units granted | $ / shares | 1.63 |
Weighted average grant price, Restricted stock units forfeited | $ / shares | 4.45 |
Weighted average grant price, Restricted stock units vested | $ / shares | 3.59 |
Weighted average grant price, Unvested balance | $ / shares | $ 2.46 |
Stockholders' Equity - Warrant
Stockholders' Equity - Warrant activities (Details) - Warrants [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Number of shares, Outstanding | 2,754,189 | |
Number of shares, Granted | 60,000 | |
Number of shares, Forfeited | (73,009) | |
Number of shares, Outstanding | 2,741,180 | 2,754,189 |
Number of shares, Exercisable | 776,180 | |
Weighted average exercise price, Outstanding | $ 3.28 | |
Weighted average exercise price, Granted | 1.92 | |
Weighted average exercise price, Forfeited | 5.65 | |
Weighted average exercise price, Outstanding | 3.19 | $ 3.28 |
Weighted average exercise price, Exercisable | $ 3.76 | |
Total intrinsic value, Outstanding | $ 2,400 | $ 7,800 |
Total intrinsic value, Exercisable | $ 2,400 | |
Weighted average remaining contractual life (years), Outstanding | 2 years 11 months 23 days | 3 years 5 months 27 days |
Weighted average remaining contractual life, Exercisable (years) | 2 years 7 months 13 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Apr. 30, 2019 | Jul. 13, 2018 | Apr. 05, 2018 | Apr. 30, 2019 | Nov. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Aug. 06, 2019 | Mar. 29, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock-based compensation | $ 3,741,000 | $ 4,106,000 | $ 10,423,000 | $ 12,053,000 | |||||||||
Proceeds From Issuance Of Preferred Stock, At The Market Offering | $ 539,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.47 | ||||||||||||
Common Stock, Shares, Issued | 70,335,534 | 70,335,534 | 57,845,447 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Adjustments To Additional Paid In Capital At Market Offering Costs | (99,000) | (240,000) | |||||||||||
Research and Development Expense [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock-based compensation | $ 1,200,000 | 1,800,000 | $ 2,600,000 | 4,900,000 | |||||||||
General and Administrative Expense [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock-based compensation | 2,500,000 | $ 2,300,000 | 7,800,000 | $ 7,100,000 | |||||||||
Market Offering [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Proceeds from issuance of Common stock | 22,500,000 | ||||||||||||
Proceeds From Issuance Of Common Stock Net of Issuance Costs | $ 22,000,000 | $ 22,000,000 | |||||||||||
Common Stock, Shares, Issued | 3,500,000 | 3,500,000 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 6.42 | $ 6.42 | |||||||||||
Adjustments To Additional Paid In Capital At Market Offering Costs | $ 500,000 | $ 500,000 | |||||||||||
Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common Stock issued in connection with the first ESPP offering | 54,221 | 43,707 | |||||||||||
Issuance of Common Stock for At the Market Offering in shares | 1,213,643 | 1,537,921 | 8,604,469 | 2,668,756 | |||||||||
Common Stock [Member] | Market Offering [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Payments for Commissions | $ 16,000 | ||||||||||||
Common Stock [Member] | Market Offering 2016 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Average Price Per Share | $ 1.48 | $ 1.88 | |||||||||||
Proceeds From Issuance Of Preferred Stock, At The Market Offering | $ 900,000 | $ 15,100,000 | |||||||||||
Common Stock Shares Available For Future Issuance Value | $ 5,100,000 | ||||||||||||
Issuance of Common Stock for At the Market Offering in shares | 600,000 | 8 | |||||||||||
Payments for Commissions | $ 300,000 | ||||||||||||
Common Stock [Member] | 2019 At The Market Offering [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Average Price Per Share | $ 1.79 | $ 1.79 | |||||||||||
Proceeds from issuance of Common stock | $ 1,000,000 | $ 1,000,000 | |||||||||||
Issuance of Common Stock for At the Market Offering in shares | 600,000 | 600,000 | |||||||||||
Agents Commission, Percentage | 3.00% | 3.00% | |||||||||||
Payments for Commissions | $ 32,000 | ||||||||||||
Preferred Stock [Member] | Market Offering [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Average Price Per Share | $ 20.66 | $ 20.66 | |||||||||||
Preferred Stock [Member] | 2018 Preferred ATM | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Issuance Of Preferred Stock For At Market Offering, In Shares | 26,000 | 26,000 | |||||||||||
Proceeds From Issuance Of Preferred Stock, At The Market Offering | $ 500,000 | $ 500,000 | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.375% | ||||||||||||
Preferred Stock Shares Available For Future Issuance Value | 5,100,000 | $ 5,100,000 | |||||||||||
Agents Commission, Percentage | 7.00% | ||||||||||||
Preferred Stock [Member] | 2019 At The Market Offering [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Preferred Stock Shares Available For Future Issuance Value | 48,900,000 | $ 48,900,000 | |||||||||||
Mustang Bio, Inc [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common Stock Shares Available For Future Issuance Value | $ 20,900,000 | $ 20,900,000 | |||||||||||
Marketable Securities | $ 75,000,000 | ||||||||||||
Percentage of Placement of Agent Fee | 3.00% | ||||||||||||
Maximum Authorized Amount Of Shares To Be Sold | $ 75,000,000 | ||||||||||||
Mustang Bio, Inc [Member] | Over-Allotment Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Proceeds from issuance of Common stock | $ 31,600,000 | ||||||||||||
Payments of Stock Issuance Costs | $ 2,100,000 | ||||||||||||
Proceeds From Issuance Of Common Stock Net of Issuance Costs | $ 29,500,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 6,875,000 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,031,250 | 1,031,250 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | $ 4 | |||||||||||
Checkpoint [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ 3 | $ 3 | |||||||||||
Average Price Per Share | $ 4.33 | $ 3.54 | $ 4.33 | ||||||||||
Proceeds from issuance of Common stock | $ 3,400,000 | $ 8,000,000 | $ 7,900,000 | $ 8,000,000 | |||||||||
Proceeds From Issuance Of Common Stock Net of Issuance Costs | $ 7,700,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 1,100,000 | 1,841,774 | 2,200,000 | 1,841,774 | |||||||||
Percentage of Placement of Agent Fee | 3.00% | ||||||||||||
Maximum Authorized Amount Of Shares To Be Sold | $ 100,000,000 | $ 61,100,000 | $ 61,100,000 | ||||||||||
Checkpoint [Member] | Market Offering [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 28,555 | 55,750 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 178,292 | $ 178,292 | |||||||||||
Restricted Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 5 years | ||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 12,700,000 | $ 12,700,000 | |||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,800,000 | $ 1,800,000 | |||||||||||
Options to Purchase Common Stock [Member] | Employee Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Employee Stock Purchase Plan to eligible employees, Reckoning fair value percentage during offering period | 85.00% | 85.00% | |||||||||||
Common Stock issued in connection with the first ESPP offering | 410,728 | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 589,272 | 589,272 | |||||||||||
Stock-based compensation | $ 18,000 | $ 52,000 | $ 100,000 | $ 100,000 |
Related Party Transactions - Fo
Related Party Transactions - Founders Agreements (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Helocyte Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Mar. 20, 2015 |
Avenue [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 0.00% |
Dividends Payable, Date Declared | Feb. 17, 2015 |
Mustang Bio, Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Mar. 13, 2015 |
Checkpoint [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 0.00% |
Dividends Payable, Date Declared | Mar. 17, 2015 |
Cellvation Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Oct. 31, 2016 |
Caelum Bio sciences Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 0.00% |
Dividends Payable, Date Declared | Jan. 1, 2017 |
Cyprium Bio sciences Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Mar. 13, 2017 |
Aevitas Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Jul. 28, 2017 |
Tamid [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Nov. 30, 2017 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of The Effective Date and Annual Management Services agreement Fee (Income) Expense (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Helocyte Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 20, 2015 |
Avenue [Member] | |
Related Party Transaction [Line Items] | |
Annual Consulting Fee Payable Effective Date | Feb. 17, 2015 |
Mustang Bio, Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 13, 2015 |
Checkpoint [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 17, 2015 |
Cellvation Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Oct. 31, 2016 |
Caelum Bio sciences Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Consulting Fee Payable Effective Date | Jan. 1, 2017 |
Cyprium Bio sciences Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 13, 2017 |
Aevitas Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Jul. 28, 2017 |
Tamid Bio sciences Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Nov. 30, 2017 |
Fortress Biotech Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ (3,500) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jul. 18, 2019 | Jan. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||
Revenue - from a related party | $ 280,000 | $ 5,000 | $ 1,683,000 | $ 525,000 | |||
Payments of Loan Costs | 79,000 | 404,000 | |||||
Long-term Debt | $ 89,742,000 | $ 89,742,000 | $ 84,406,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | 2.50% | |||||
Annual Management Services Agreement Fee Income Expense Written Off | $ 1,000,000 | ||||||
Opus Credit Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line Of Credit Facility, Prepayment Amount | $ 500,000 | ||||||
Common Shares Issued For Opus Debt, In Shares | 396,825 | ||||||
Common Shares Issued For Opus Debt, Issue Price | $ 1.26 | ||||||
Payments of Loan Costs | $ 300,000 | 300,000 | |||||
Long-term Debt | $ 9,000,000 | $ 9,000,000 | $ 9,500,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||
Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest own in percent by principal stockholder or director | 11.70% | 11.70% | |||||
Executives Vice Chairman [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest own in percent by principal stockholder or director | 13.40% | 13.40% | |||||
Shared Services Agreement [Member] | TG Therapeutics, Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue - from a related party | $ 100,000 | $ 200,000 | $ 300,000 | $ 1,200,000 | |||
Due from Related Parties, Current | 100,000 | 100,000 | |||||
Desk Share Agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payments for Rent | 700,000 | ||||||
Desk Share Agreements [Member] | TG Therapeutics, Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue - from a related party | 400,000 | ||||||
Due from Related Parties, Current | 200,000 | 200,000 | |||||
Desk Share Agreements [Member] | OPPM [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue - from a related party | 24,000 | ||||||
Due from Related Parties, Current | $ 400,000 | $ 400,000 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of Reportable Segments | segment | 2 | ||||
Number of Operating Segments | segment | 3 | ||||
Net Revenue | $ 9,772 | $ 5,173 | $ 25,499 | $ 17,891 | |
Loss from operations | (22,540) | (28,205) | (80,438) | (87,775) | |
Assets | 221,588 | 221,588 | $ 140,993 | ||
Assets held for sale | $ 13,089 | ||||
Dermatology Products Sales [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenue | 9,492 | 5,168 | 23,816 | 17,366 | |
Direct cost of goods | (2,702) | (1,406) | (6,972) | (4,546) | |
Sales and marketing costs | (4,370) | (2,754) | (12,064) | (8,443) | |
General and administrative | (669) | (505) | (1,808) | (1,270) | |
Loss from operations | 1,751 | 503 | 2,972 | 3,107 | |
Assets | 18,697 | 10,765 | 18,697 | 10,765 | |
Pharmaceutical and Biotechnology Product Development [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenue | 280 | 5 | 1,683 | 525 | |
Research and development | (15,271) | (19,788) | (57,705) | (62,332) | |
General and administrative | (9,300) | (8,925) | (27,388) | (29,075) | |
Loss from operations | (24,291) | (28,708) | (83,410) | (90,882) | |
Assets | 202,891 | 157,781 | 202,891 | 157,781 | |
Consolidated [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenue | 9,772 | 5,173 | 25,499 | 17,891 | |
Direct cost of goods | (2,702) | (1,406) | (6,972) | (4,546) | |
Sales and marketing costs | (4,370) | (2,754) | (12,064) | (8,443) | |
Research and development | (15,271) | (19,788) | (57,705) | (62,332) | |
General and administrative | (9,969) | (9,430) | (29,196) | (30,345) | |
Loss from operations | (22,540) | (28,205) | (80,438) | (87,775) | |
Assets | $ 221,588 | 168,546 | $ 221,588 | 168,546 | |
Assets held for sale | 56,373 | 56,373 | |||
Total consolidated | $ 224,919 | $ 224,919 |
Revenues from Contracts and S_3
Revenues from Contracts and Significant Customers - Company's product revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Product revenue, net | $ 9,492 | $ 5,168 | $ 23,816 | $ 17,366 |
TGTX | 280 | 5 | 1,683 | 525 |
Net revenue | 9,772 | 5,173 | 25,499 | 17,891 |
Targadox [Member] | ||||
Product revenue, net | 6,608 | 4,322 | 19,538 | 16,183 |
Ximino [Member] | ||||
Product revenue, net | 2,194 | 2,194 | ||
Exelderm [Member] | ||||
Product revenue, net | 668 | 625 | 1,712 | 626 |
Other Branded Revenue [Member] | ||||
Product revenue, net | $ 22 | $ 221 | $ 372 | $ 557 |
Revenues from Contracts and S_4
Revenues from Contracts and Significant Customers - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 9,492 | $ 5,168 | $ 23,816 | $ 17,366 |
Customer One [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 10,900 | 22,500 | ||
Accounts Receivable, Net | 3,500 | 9,000 | 3,500 | 9,000 |
Customer Two [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 7,300 | |||
Accounts Receivable, Net | $ 2,800 | $ 1,400 | $ 2,800 | $ 1,400 |
3PL Title Model | Revenue | Customer Concentration Risk [Member] | ||||
Concentration risk, percentage | 60.00% | 76.00% |