Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 26, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | MLNT | |
Entity Registrant Name | MELINTA THERAPEUTICS, INC. /NEW/ | |
Entity Central Index Key | 0001461993 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Smaller Reporting Company | true | |
Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 11,779,897 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and equivalents | $ 116,901 | $ 81,808 |
Receivables (See Note 3) | 14,892 | 22,485 |
Inventory | 44,451 | 41,341 |
Prepaid expenses and other current assets | 5,512 | 3,848 |
Total current assets | 181,756 | 149,482 |
Property and equipment, net | 1,465 | 1,586 |
Intangible assets, net | 225,073 | 229,196 |
Other assets (See Note 3) | 62,155 | 61,326 |
Total assets | 470,449 | 441,590 |
Current liabilities | ||
Accounts payable | 8,321 | 16,765 |
Accrued expenses | 22,625 | 33,924 |
Deferred purchase price and other liabilities (See Notes 3 and 4) | 82,316 | 78,394 |
Accrued interest on notes payable | 4,440 | 4,485 |
Warrant liability | 23 | 38 |
Conversion liability (See Note 4) | 12,236 | 0 |
Total current liabilities | 129,961 | 133,606 |
Long-term liabilities | ||
Notes payable, net of debt discount and costs (See Note 4) | 91,397 | 110,476 |
Convertible notes payable to related parties, net of debt discount and costs (See note 4) | 62,350 | 0 |
Other long-term liabilities | 10,225 | 7,444 |
Total long-term liabilities | 163,972 | 117,920 |
Total liabilities | 293,933 | 251,526 |
Commitments and contingencies | ||
Shareholders' Equity | ||
Preferred stock; $.001 par value; 5,000,000 shares authorized; no shares issued or outstanding at March 31, 2019, and December 31, 2018, respectively | 0 | 0 |
Common stock; $.001 par value; 80,000,000 shares authorized; 11,779,897 and 11,204,050 issued and outstanding at March 31, 2019, and December 31, 2018, respectively | 12 | 11 |
Additional paid-in capital | 924,821 | 909,896 |
Accumulated deficit | (748,317) | (719,843) |
Total shareholders’ equity | 176,516 | 190,064 |
Total liabilities and shareholders’ equity | $ 470,449 | $ 441,590 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 80,000,000 | 80,000,000 |
Common stock, shares issued (in shares) | 11,779,897 | 11,204,050 |
Common stock, shares outstanding (in shares) | 11,779,897 | 11,204,050 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | ||
Total revenue | $ 14,084 | $ 14,841 |
Operating expenses: | ||
Cost of goods sold | 7,365 | 7,686 |
Research and development | 5,364 | 16,129 |
Selling, general and administrative | 25,941 | 34,624 |
Total operating expenses | 38,670 | 58,439 |
Loss from operations | (24,586) | (43,598) |
Other income (expense): | ||
Interest income | 187 | 210 |
Interest expense | (7,103) | (10,196) |
Interest expense (related party, see Note 4) | (564) | 0 |
Change in fair value of warrant & conversion liabilities | 6,015 | 24,085 |
Loss on extinguishment of debt | (346) | (2,595) |
Other income (expense) | (73) | 4 |
Grant income (expense) | (62) | 2,658 |
Other income (expense), net | (1,946) | 14,166 |
Net loss | $ (26,532) | $ (29,432) |
Basic and diluted net loss per share (in usd per share) | $ (2.34) | $ (4.76) |
Basic and diluted weighted average shares outstanding (in shares) | 11,330,019 | 6,183,540 |
Product sales, net | ||
Revenue | ||
Total revenue | $ 11,775 | $ 11,846 |
Contract research | ||
Revenue | ||
Total revenue | 1,409 | 2,995 |
License | ||
Revenue | ||
Total revenue | $ 900 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2017 | 4,399,788 | |||
Beginning balance at Dec. 31, 2017 | $ 72,336 | $ 4 | $ 644,991 | $ (572,659) |
Share-based compensation | 955 | 955 | ||
Issuance of common shares (in shares) | 40 | |||
Issuance of common shares | 3 | 3 | ||
Vesting of restricted stock grants (n shares) | 5,521 | |||
Issuance of common shares in connection with IDB Transaction (in shares) | 1,865,301 | |||
Issuance of common shares in connection with IDB Transaction | 145,963 | $ 2 | 145,961 | |
Net loss | (29,432) | (29,432) | ||
Ending balance (in shares) at Mar. 31, 2018 | 6,270,650 | |||
Ending balance at Mar. 31, 2018 | 199,833 | $ 6 | 791,910 | (592,083) |
Beginning balance (in shares) at Dec. 31, 2018 | 11,204,049 | |||
Beginning balance at Dec. 31, 2018 | 190,064 | $ 11 | 909,896 | (719,843) |
Share-based compensation | 909 | 909 | ||
Issuance of common shares (in shares) | 1,705 | |||
Issuance of common shares | 8 | 8 | ||
Vesting of restricted stock grants (n shares) | 24,143 | |||
Issuance of common shares upon conversion of convertible notes (in shares) | 550,000 | |||
Issuance of common shares upon conversion of convertible notes | 2,767 | $ 1 | 2,766 | |
Discount on issuance of convertible notes (deemed shareholder contribution) (Note 4) | 11,242 | 11,242 | ||
Net loss | (26,532) | (26,532) | ||
Ending balance (in shares) at Mar. 31, 2019 | 11,779,897 | |||
Ending balance at Mar. 31, 2019 | $ 176,516 | $ 12 | $ 924,821 | $ (748,317) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities | ||
Net loss | $ (26,532) | $ (29,432) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,474 | 4,805 |
Non-cash interest expense | 3,230 | 5,954 |
Share-based compensation | 892 | 955 |
Change in fair value of warrant & conversion liabilities | (6,015) | (24,085) |
Loss on extinguishment of debt | 346 | 2,595 |
Gain on extinguishment of lease liabilities | (792) | 0 |
Changes in operating assets and liabilities | ||
Receivables | 7,593 | (5,868) |
Inventory | (3,093) | (2,002) |
Prepaid expenses and other current assets | (1,551) | (1,293) |
Accounts payable | (8,372) | 3,983 |
Accrued expenses | (9,711) | (4,817) |
Accrued interest on notes payable | (46) | (284) |
Other non-current assets and liabilities | 2,256 | (1,930) |
Net cash used in operating activities | (37,321) | (51,419) |
Investing activities | ||
IDB acquisition | 0 | (166,383) |
Purchases of intangible assets | (1,209) | 0 |
Purchases of property and equipment | (12) | (504) |
Net cash used in investing activities | (1,221) | (166,887) |
Financing activities | ||
Proceeds from the issuance of notes payable | 0 | 111,421 |
Proceeds from the issuance of convertible notes payable | 75,000 | 0 |
Costs associated with the issuance of notes payable | (1,301) | (6,455) |
Proceeds from the issuance of warrants | 0 | 33,264 |
Proceeds from the issuance of royalty agreement | 0 | 1,472 |
Purchase of notes payable disbursement option | 0 | (7,609) |
Proceeds from issuance of common stock, net, to lender | 0 | 51,452 |
Proceeds from issuance of common stock, net | 8 | 40,000 |
Debt extinguishment | 0 | (2,150) |
IDB acquisition deferred payments | (72) | 0 |
Proceeds from the exercise of stock options, net of cancellations | 0 | 3 |
Principal payments on notes payable | 0 | (40,000) |
Net cash provided by financing activities | 73,635 | 181,398 |
Net change in cash and equivalents | 35,093 | (36,908) |
Cash, cash equivalents and restricted cash at beginning of the period | 82,008 | 128,587 |
Cash, cash equivalents and restricted cash at end of the period | 117,101 | 91,679 |
Supplemental cash flow information: | ||
Cash paid for interest | 4,486 | 4,480 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Accrued purchases of fixed assets | $ 12 | $ 327 |
Financial Statements
Financial Statements | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Instruments | FINANCIAL STATEMENTS The accompanying condensed consolidated financial statements have been prepared assuming Melinta Therapeutics, Inc. (the “Company,” “we,” “us,” “our,” or “Melinta”) will continue as a going concern. We are not currently generating revenue from operations that is sufficient to cover our operating expenses and do not anticipate generating revenue sufficient to offset operating costs in the short-term. We have incurred losses from operations since our inception and had an accumulated deficit of $748,317 as of March 31, 2019 , and we expect to incur substantial expenses and further losses in the short term for the development and commercialization of our product candidates and approved products. In addition, we have substantial commitments in connection with our acquisition of the infectious disease business of The Medicines Company ("Medicines") that we completed in January 2018, including payments related to deferred purchase price consideration, assumed contingent liabilities and the purchase of inventory. And, there are certain financial-related covenants under our Deerfield Facility, as amended in January 2019, including requirements that we (i) file an Annual Report on Form 10-K for the year ending December 31, 2019, with an audit opinion without a going concern qualification, (ii) maintain a minimum cash balance of $40,000 through March 2020, and thereafter, a balance of $25,000 , and (iii) achieve net revenue from product sales of at least $63,750 for the year ending December 31, 2019. (See Note 4 to the consolidated financial statements for further details on the Deerfield Facility.) Our future cash flows are dependent on key variables such as our ability to access additional capital under our Vatera and Deerfield credit facilities, our ability to secure a working capital revolver, which is allowed under the Deerfield Facility and required under the Vatera facility, and most importantly, the level of sales achievement of our four marketed products. Our current operating plans include assumptions about our projected levels of product sales growth in the next 12 months in relation to our planned operating expenses. Revenue projections are inherently uncertain but have a higher degree of uncertainty in an early-stage commercial launch, which we have in Baxdela and Vabomere, where there is not yet a robust sales history. While we have a plan to achieve the current expected sales levels of our products, we are unable to conclude based on applying the requirements of FASB Accounting Standards Codification ("ASC") 205-40, Presentation of Financial Statements - Going Concern (“ASC 205”) that such revenue is “probable” (as defined under this accounting standard). In addition, given our forecasted product sales are not deemed probable, our ability to draw the additional $50,000 of capacity under the Deerfield Facility, which is conditional based on meeting certain sales-based milestones before the end of 2019, is also not considered to be probable. And further, given the softness of our product sales to date, we believe that there is risk in meeting the minimum sales covenant for 2019 under the terms of the Deerfield Credit Facility. As such, we are not able to conclude under ASC 205 that the actions discussed below will be effectively implemented and, therefore, our current operating plans, existing cash and cash collections from existing revenue arrangements and product sales may not be sufficient to fund our operations for the next 12 months . As such, we believe there is substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should we be unable to continue as a going concern. In the fourth quarter of 2018, the Company took actions to reduce its operating spend, including a reduction to the workforce of approximately 20% and a decision to begin to wind down its research and discovery function. To provide additional operating capital, in December 2018, the Company entered into a Senior Subordinated Convertible Loan Agreement (the “Loan Agreement”) with Vatera Healthcare Partners LLC and Vatera Investment Partners LLC (together, “Vatera”) pursuant to which Vatera committed to provide $135,000 over a period of five months , subject to the satisfaction of certain conditions (see Note 4). We drew $75,000 under this facility in February 2019, and while the remaining $60,000 is available through early July 2019, subject to certain closing conditions, it is not certain that all of these conditions will be met. Among these conditions, before each draw, management must certify to Vatera that it does not foresee breaching any covenants under the Deerfield Credit Facility, and the Company must establish a working capital revolver of at least $10,000 in order to draw the final $35,000 tranche under the Loan Agreement in July 2019. As of March 31, 2019, the Company had $116,901 in cash and cash equivalents. In addition to pursuing the additional $60,000 available under the Vatera Facility and a working capital revolver for up to $20,000 , we are also exploring options to modify the terms of certain liabilities to increase our liquidity over the next 12 to 18 months . If our cash collections from revenue arrangements, including product sales, and other financing sources are not sufficient, we plan to control spending and would take further actions to adjust the spending level for operations if required. However, there is no guarantee that we will be successful in executing any or all of these initiatives. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation —The accompanying unaudited condensed consolidated financial statements include the accounts and results of operations of Melinta and its wholly-owned subsidiaries. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The information reflects all adjustments (consisting of only normal, recurring adjustments) necessary for a fair presentation of the information. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates —The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk —Concentration of credit risk exists with respect to cash and cash equivalents and receivables. We maintain our cash and cash equivalents with federally insured financial institutions, and at times, the amounts may exceed the federally insured deposit limits. To date, we have not experienced any losses on our deposits of cash and cash equivalents. We believe that we are not exposed to significant credit risk due to the financial position of the depository institutions in which deposits are held. A significant portion of our trade receivables is due from three large wholesaler customers for our products, which constitute 36% , 29% and 26% , respectively, of our trade receivable balance at March 31, 2019 . Fair Value of Financial Instruments —The carrying amounts of our financial instruments, which include cash and cash equivalents, trade and other receivables, accounts payable, accrued expenses, and notes payable approximated their fair values at March 31, 2019 , and December 31, 2018 . Intangible Assets —Intangible assets consist of capitalized milestone payments for the licenses we use to make our products and the fair value of identifiable intangible assets acquired. Given the uncertainty of forecasts of future revenue for our products, we amortize the cost of intangible assets on a straight-line basis over the estimated economic life of each asset, generally the exclusivity period of each associated product. Amortization of intangible assets was $4,124 and $4,675 for the three months ended March 31, 2019 and 2018, respectively. Based on the intangible asset balances as of March 31, 2019 , amortization expense is expected to be approximately $12,371 for the remaining nine months of 2019 and $16,495 in each of the years 2020 through 2023 . Revenue Recognition —We recognize revenue from sales of our commercial products and under our licensing arrangements in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). Product Sales We recognize revenue from product sales upon the transfer of control, which depends on the delivery terms set forth in customer contracts and is generally upon delivery. Payment terms between Melinta and our customers vary by customer, but are generally between 30 and 60 days from the invoice date. Management exercises judgment in estimating variable consideration. Provisions for prompt-pay discounts, chargebacks, rebates, wholesalers fees-for-services, group purchasing organization administration fees, voluntary patient assist programs, returns and other adjustments are recorded in the period the related sales are recognized. We provide discounts to certain hospitals and private entities, and we provide rebates to government agencies, group purchasing organizations and other private entities. Chargebacks, rebates administration fees and discounts offered under our patient assistance programs are generally based upon the contractual discounts or the volume of purchases for our products. In the case of discounted pricing, we typically provide a credit to our wholesale customers (i.e., chargeback), representing the difference between the customer’s acquisition list price and the discounted price offered to certain hospitals. For the other certain discounts, we pay rebates based on the program that is ultimately utilized by the hospital or, in the retail setting, the patient under our patient assistance program. Factors used in these calculations include the identification of which products have been sold subject to a discount, rebate or administration fee, which customer, government agency, or group purchasing organization price terms apply, and the estimated lag time between the sale of the product and when the discount, rebate or administration fee is reported to us. Using historical trends, adjusted for current changes, we estimate the amount of these discounts, rebates and administration fees that will be paid, and record them as a reduction to gross sales when we recognize revenue for the sale of our products. Settlement of discounts, rebates and administration fees generally occurs from between one and six months after the initial sale to the wholesaler. We regularly analyze historical trends and make adjustments to reserves for changes in trends and terms of rebate programs. Historically, adjustments to prior periods' rebate accruals have not been material to net product sales. For product returns, generally, our customers have the right to return any unopened product during the 18-month period beginning six months prior to the labeled expiration date and ending 12 months after the labeled expiration date. Where historical rates of return exist, we use history as a basis to establish a returns reserve for product shipped to wholesalers. For our newly launched products, for which we currently do not have history of product returns, we estimate returns based on third-party industry data for comparable products in the market. As we distribute our products and establish historical sales over a longer period of time (i.e., two years), we will be able to place more reliance on historical purchasing and return patterns of our customers when evaluating our reserves for product return. At the end of each reporting period for any of our products, we may decide to constrain revenue for product returns based on information from various sources, including channel inventory levels and dating and sell-through data, the expiration dates of product currently being shipped, price changes of competitive products and introductions of generic products. Adjustments to gross sales related to prompt-pay discounts and fees-for-services require less judgment as they are based on contractual percentages and the amounts invoiced to the wholesalers. At the end of each reporting period, we adjust our product sales allowances when we believe actual experience may differ from current estimates. The following table provides a summary of activity with respect to our sales allowances and accruals during the first three months of 2019: Cash Discounts Product Returns Chargebacks Fees-for- Service MelintAssist Government Rebates Commercial Rebates Admin Fees Balance as of January 1, 2019 $ 245 $ 2,970 $ 762 $ 818 $ 412 $ 693 $ 599 $ 138 Allowances for sales 292 398 1,127 793 264 215 306 142 Payments & credits issued (392 ) (206 ) (1,299 ) (686 ) (278 ) (73 ) (330 ) (127 ) Balance as of March 31, 2019 $ 145 $ 3,162 $ 590 $ 925 $ 398 $ 835 $ 575 $ 153 The allowances for cash discounts and chargebacks are recorded as contra-assets in trade receivables; the other balances are recorded in other accrued expenses. Licensing Arrangements We enter into license and collaboration agreements for the research and development and/or commercialization of therapeutic products. The terms of these agreements may include nonrefundable licensing fees, funding for research and development and manufacturing, milestone payments and royalties on any product sales derived from the collaborations in exchange for the delivery of licenses and rights to sell our products within specified territories outside the United States. In the determination of whether our license and collaboration agreements are accounted for under ASC 606 or ASC 808, Contract Accounting , we first assess whether or not the partner in the arrangement is a customer. If the partner in the arrangement is deemed a customer as it relates to some or all of our performance obligations, then the consideration associated with those performance obligations is accounted for as revenue under ASC 606. Our license agreements may include contingent or variable consideration based upon the achievement of regulatory- and sales-based milestones and future royalties based on a percentage of the partner’s net product sales. Performance obligations to deliver distinct licenses are recognized at a point in time. Milestone payments from licensees that are contingent and/or variable upon future regulatory events and product sales are not considered probable of being achieved until the milestones are earned and, therefore, the contingent revenue is subject to significant risk of reversal. As such, we constrain this variable consideration and do not include it in the transaction price (or recognize the revenue related to these milestones) until such time that the contingencies are resolved and generally recognized at a point in time. In addition, under the sales- or usage- based royalty exception in ASC 606, we do not estimate, at the onset of the arrangement, the variable consideration from future royalties or sales-based milestones. Instead, we wait to recognize royalty revenue until the future sales occur. As of March 31, 2019 , we do not have any contract assets or liabilities and our contracts do not have any significant financing components. And, we have not capitalized contract origination costs. Comprehensive Loss —Comprehensive loss is equal to net loss as presented in the accompanying statements of operations. Advertising Expense —We record advertising expenses when they are incurred. We recognized $176 and $410 , respectively, of advertising expense in the three months ended March 31, 2019 and 2018, respectively. Leases —On January 1, 2019, we adopted Topic 842, Leases ("Topic 842") which requires lessees to recognize assets and liabilities for most leases at the lease inception. All of the Company's leases are operating leases, which are included in other long-term assets as operating right of use ("ROU") assets and other liabilities as operating lease liabilities in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We will use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Our has lease agreements with lease and non-lease components, which are accounted for separately. Segment and Geographic Information —Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. We operate and manage our business as one operating segment. Although substantially all of our license and contract research revenue is generated from agreements with companies that are domiciled outside of the U.S., we do not operate outside of the U.S., nor do we have any significant assets in any foreign country. See this Note 2 for further discussion of the license and contract research revenue. Recently Issued and Adopted Accounting Pronouncements: We adopted Topic 842 codified as ASC 842 on January 1, 2019 ("Effective Date"). ASC 842 requires lessees to recognize assets and liabilities on the balance sheet for most leases but recognize expense on the income statement in a manner similar to previous accounting. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements or an optional transition method, whereby an entity can elect to apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without restatement of comparative prior periods. We adopted this guidance on the Effective Date, electing the optional transition method. Consequently, we did not recast the comparative periods presented in this Quarterly Report on Form 10-Q. In addition, as permitted under ASC 842, we elected several practical expedients and therefore did not reassess at the Effective Date (1) whether any existing contract is or contains a lease, (2) the classification of existing leases, (3) whether previously capitalized costs continue to qualify as initial indirect costs. We also elected not to record on the balance sheet a lease whose term is 12 months or less and does not include a purchase option that the lessee is reasonably certain to exercise. We did not elect the practical expedient to not separate lease and non-lease components. Upon adoption of ASC 842 on the Effective Date, we recorded ROU assets of $ 4,768 , net of historical deferred rent liabilities and aggregate charges of $1,942 to retained earnings in connection with ROU asset impairments on the Effective Date. In addition, we recorded lease liabilities of $7,411 related to facility and vehicle leases. See Note 6 for further details. The transition to ASC 842, did not result in a cumulative-effect adjustment to the opening balance of retained earnings. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement , which modifies or removes certain disclosure requirements in Topic 820, Fair Value Measurements . The update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We are currently evaluating the impact of the adoption of this ASU on our financial statements. In August 2018, the FASB issued ASU 2018-15, Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which provides guidance on implementation costs incurred in a cloud computing arrangement that is a service contract. The ASU amends Topic 350, Intangibles—Goodwill and Other , to include these implementation costs in its scope and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized. The update is effective for public entities for fiscal years beginning after December 15, 2019. we are currently evaluating the impact the adoption of this ASU will have on our financial statements. In November 2018, the FASB issued ASU 2018-18, Clarifying the Interaction between Topic 808 and Topic 606 , which amends ASC 808 to clarify when transactions between participants in a collaborative arrangement under ASC 808 are within the scope of ASC 606, Revenue from Contracts with Customers . The ASU provides clarity in both ASC 606 and 808 regarding when transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606. The update is effective for public entities for fiscal years beginning after December 15, 2019. we are currently evaluating the impact the adoption of this ASU will have on our financial statements. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | BALANCE SHEET COMPONENTS Cash, Cash Equivalents and Restricted Cash— Cash, cash equivalents and restricted cash, as presented on the Condensed Consolidated Statements of Cash Flows, consisted of the following: March 31, December 31, 2018 Cash and cash equivalents $ 116,901 $ 81,808 Restricted cash (included in Other Assets) 200 200 Total cash, cash equivalents and restricted cash shown in the Condensed $ 117,101 $ 82,008 Accounts Receivable —Accounts receivable consisted of the following: March 31, December 31, 2018 Trade receivables $ 7,460 $ 11,509 Contracted services 6,958 10,293 Other receivables 474 683 Total receivables $ 14,892 $ 22,485 Inventory —Inventory consisted of the following: March 31, December 31, 2018 Raw materials $ 28,841 $ 24,507 Work in process 9,977 11,700 Finished goods 11,685 12,204 Gross value of inventory 50,503 48,411 Less: valuation reserves (6,052 ) (7,070 ) Total inventory $ 44,451 $ 41,341 Other Assets —Other assets consisted of the following: March 31, December 31, 2018 Deerfield disbursement option (see Note 4) $ 7,609 $ 7,608 Long-term inventory deposits 48,044 51,127 Other assets 1,400 2,391 Right-of-use assets 4,902 — Restricted cash 200 200 Total other assets $ 62,155 $ 61,326 Long-term inventory deposits consist of advances made to contract manufacturers for production of drug products, principally API for Vabomere. These Vabomere advances were related to contractual commitments assumed under long-term contract manufacturing agreements in connection with a previously acquired entity. As deliveries are made, we transfer appropriate amounts from inventory deposits to inventory. Accrued Expenses —Accrued expenses consisted of the following: March 31, December 31, 2018 Accrued contracted services $ 1,318 $ 2,909 Payroll related expenses 10,026 15,585 Professional fees 173 3,598 Accrued royalty payments 2,885 2,052 Accrued sales allowances 6,047 5,630 Accrued other 2,176 4,150 Total accrued expenses $ 22,625 $ 33,924 Accrued contracted services are primarily comprised of amounts owed to third-party clinical research organizations for research and development work and contract manufacturers for research and commercial drug product manufacturing performed on behalf of Melinta, and amounts owed to third-party marketing organizations for work performed to support the commercialization and sale of our products. Accrued payroll related expenses are primarily comprised of accrued employee termination benefits, bonus and vacation. Deferred Purchase Price and Other Liabilities —Other liabilities consisted of the following: March 31, December 31, 2018 Deferred purchase price $ 49,758 $ 48,394 Milestone liability 30,000 30,000 Lease liabilities, current 2,558 — Total deferred purchase price and other liabilities $ 82,316 $ 78,394 Other Long-Term Liabilities —Other liabilities consisted of the following: March 31, December 31, 2018 Lease liabilities, net of current $ 4,086 $ — Long-term accrual royalties 1,215 2,230 Long-term deferred purchase price 4,853 4,708 Other long-term liabilities 71 506 Total other long-term liabilities $ 10,225 $ 7,444 |
Financing Arrangements
Financing Arrangements | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | FINANCING ARRANGEMENTS 2017 Loan Agreement On May 2, 2017, we entered into a Loan and Security Agreement with a new lender (the “2017 Loan Agreement”). Under the 2017 Loan Agreement, the lender made available to us up to $80,000 in debt financing and up to $10,000 in equity financing. In January 2018, we retired the 2017 Loan Agreement with the execution of the Facility Agreement (discussed below), in connection with which we recognized a debt extinguishment loss of $2,595 comprised of prepayment penalties and exit fees totaling $2,150 and unamortized debt issuance costs of $445 . Facility Agreement On January 5, 2018 (the “Agreement Date”), we entered into the Facility Agreement (the “Facility Agreement”) with affiliates of Deerfield Management Company, L.P. (collectively, “Deerfield”). Pursuant to the terms of the Facility Agreement, (i) we issued 625,569 shares of our common stock to Deerfield at a price of $67.50 on January 5, 2018, for total proceeds of $42,226 , pursuant to a Securities Purchase Agreement, and (ii) Deerfield loaned us $147,774 as an initial disbursement (the “Term Loan”), for total proceeds of $190,000 . We used the proceeds from the Facility Agreement to retire the 2017 Loan Agreement (discussed above) and to fund the Infectious Disease Business acquisition on the Agreement Date. Under the terms of the Facility Agreement, we have the right to draw from Deerfield additional disbursements up to $50,000 (the “Disbursement Option”), which may be made available upon the satisfaction of certain conditions, such as our having achieved annualized net sales of at least $75,000 during the applicable period. The Term Loan bears interest at a rate of 11.75% , while funds distributed pursuant to the Disbursement Option will bear interest at a rate of 14.75% . On January 14, 2019, in conjunction with the Vatera Loan Agreement (discussed below),we entered into an amendment to the Facility Agreement (the “Deerfield Facility Amendment”). The Deerfield Facility Amendment was a condition (among other conditions) to the funding of the Vatera Loan Agreement, and became effective upon the funding of the initial $75,000 disbursement under the Vatera Loan Agreement in February 2019. The Deerfield Facility Amendment (i) modified the definition of “change of control” under the Deerfield Facility to permit Vatera and their respective affiliates to own 50% or more of the equity interests in Melinta on a fully diluted basis; (ii) modified the definition of “Indebtedness” under the Deerfield Facility to exclude certain specific payments under (a) the Agreement and Plan of Merger, dated as of December 3, 2013, among the Medicines Company, Rempex Pharmaceuticals, Inc. and the other parties thereto and (b) the Purchase and Sale Agreement, dated as of November 28, 2017, between The Medicines Company and Melinta Therapeutics, Inc.; (iii) modified the definition of “Permitted Indebtedness” under the Deerfield Facility to permit the payment of a certain amount of the interest on the Vatera Loan Agreement (described below) in cash; (iv) eliminated the requirement that the Company’s audited financial statements for the fiscal year ending December 31, 2018, be delivered without an explanatory paragraph expressing doubt as to the Company’s status as a going concern; (v) reduced the net sales covenant set forth in the Facility Agreement for all periods after December 31, 2018, by 15% (we must now achieve net product sales of at least $63,750 during 2019 and at least $85,000 during 2020); (vi) requires the Company to hold a minimum cash balance of $40,000 through March 31, 2020, and thereafter $25,000 ; (vii) increased the exit fee under the Deerfield Facility from 2% to 4% ; and (viii) made certain other technical modifications, including to accommodate the Vatera Loan Agreement. The Deerfield Facility Amendment also provided for the conversion of up to $74,000 in principal ("Convertible Notional Amount") amount of the Term Loan into shares of the Company’s common stock at Deerfield’s option at any time and evidenced by a convertible note (the “Deerfield Convertible Note”), subject to the 4.985% Ownership Cap as described below. The conversion price for this option is the greater of (i) $5.15 , which is the minimum initial conversion price, subject to adjustment for stock splits (including a reverse split), stock combinations or similar transactions, and (ii) 95.0% of the lesser of (A) the closing price of the Company’s common stock on the trading day immediately preceding the conversion date and (B) the arithmetic average of the volume weighted average price of the Company’s common stock on each of the three trading days immediately preceding the conversion date. Deerfield's conversion rights are subject to a 4.985% beneficial ownership cap based on the total number of shares of the Company’s common stock outstanding. However, this will not prevent Deerfield from periodically converting up to the 4.985% ownership cap and then selling the shares such that up to $74,000 of the loan is converted over time. The Deerfield Facility Amendment also provided for $5,000 of convertible loans that were deemed funded by Deerfield upon the initial funding under the Vatera Loan Agreement, with terms identical to the Vatera Loan Agreement (the "Deerfield Portion" of the Loan Agreement (see Vatera Loan Agreement discussion below). In addition, the Company is required to reserve and keep available a sufficient number of shares of common stock for the purpose of enabling the Company to issue all of the underlying shares of common stock issuable pursuant to the Deerfield's conversion rights under the Facility Agreement, as amended, and under the Loan Agreement. We concluded that the amendment represented a debt modification and not a new debt arrangement that extinguished the former arrangement. As such, the fair value of any new instruments or features and any fees paid to Deerfield in connection with the amendment are added to the discount balance of the Term Loan immediately prior to the amendment and amortized to interest expense over the remaining term. Based on an analysis of the provisions and features contained in the Deerfield Facility Amendment, we concluded that arrangement contained a share-settled redemption feature that is required to be bifurcated and recorded at fair value (the "Conversion Right") as a derivative liability. Therefore, the Company performed a valuation, in accordance with ASC 820, Fair Value Measurements ("ASC 820"), to determine the fair value of the Conversion Right, which will reduce the carrying amount of the Term Loan and the value of which, will be amortized over the remaining term of the Term Loan utilizing the effective interest method. The terms of these instruments and the methodology and assumptions used to value each of them are discussed below. Conversion Right The initial fair value of the Conversion Right was determined to be $18,962 using a "with and with-out" discounted cash flow ("DCF") model. The with and with-out DCF model compares the fair value of the amended Term Loan with the Conversion Right, which assumes the full Convertible Notional Amount is converted based on market conditions and other factors at the amendment date, with the fair value of the Term Loan assuming no Conversion Right, which is based on a DCF analysis of the contractual terms of the Convertible Notional Amount. The significant assumptions used in the with and with-out DCF model used to estimate the fair value of the Convertible Notional Amount were: the price of our common stock on the amendment date, an expected volatility of 80% , and an estimated yield of 20.6% . Due to the inherent uncertainty of determining the fair value of the Convertible Notional Amount using Level 3 inputs, the fair value may differ significantly from the values that would have been used had a ready market or observable inputs existed. The fair value of the Conversion Right liability was $12,236 as of March 31, 2019. The decrease during the three months ended March 31, 2019 was $6,726 , of which $6,000 was included in other income as a fair value gain and $726 was included as an offset to loss on extinguishment of debt (because of the conversion discussed below) on the consolidated statements of operations. We will remeasure this Conversion Right liability at fair value at each quarterly reporting period. During the three months ended March 31, 2019, Deerfield converted principal of $2,833 under the Term Loan at a rate of $5.15 per share, resulting in the issuance of 550,000 shares of common stock. We recognized a loss on extinguishment of debt of $346 , related primarily to the write off of unamortized debt issuance costs associated with the converted principal amount, partially offset by the gain discussed in the previous paragraph. Term Loan The Deerfield Facility Amendment increased the exit fee from 2.0% to 4.0% . Therefore, total required future cash payments are $153,685 (Term Loan principal of $147,774 plus exit fee of $5,911 ). The exit fee cost is being accreted as additional interest expense over the life of the loan. After adjusting for the Conversion Right, the effective interest rate is 30.0% . The total cost of all items (cash-based interest payments, upfront fees and costs, and the 4% exit fee) is being expensed as interest expense using the effective interest rate of 30.0% . During the three months ended March 31, 2019 and 2018, we recorded cash interest expense of $4,229 and $4,196 , respectively, and term loan accretion expense of $1,962 and $1,124 , respectively. All amounts were recorded as interest expense in our statement of operations. The $2,833 of principal converted to common shares during the three months ended March 31, 2019, was carried on the books at the discounted value of $1,694 on the day of conversion. After deducting the $2,833 of principal converted to common shares (and the avoidance of paying the 4.0% exit fee on the amount converted), the new remaining amount of required future cash payments was reduced to $150,739 (remaining term loan principal of $144,941 plus exit fee of $5,798 ). Under the Facility Agreement, as amended, the accretion of the principal of the term loan, conversion redemptions, and the future payments, including the 4.0% exit fee due at the end of the term, but excluding the 11.75% rate applied to the $147,774 note per the form of the Facility Agreement, are as follows: Beginning Balance Record Conversion Right and Issuance Costs Accretion Expense(2) Principal Payments and Exit Fee(2) Conversion Ending Balance January 5 - December 31, 2018 $ 104,966 $ 5,510 — $ — $ 110,476 January 1 - March 31, 2019 110,476 (23,621 ) (1 ) 1,962 — (1,694 ) 87,123 April 1 - December 31, 2019 87,123 7,734 — — 94,857 Year Ending December 31, 2020 94,857 13,284 — — 108,141 Year Ending December 31, 2021 108,141 18,044 — — 126,185 Year Ending December 31, 2022 126,185 17,459 (69,089 ) — 74,555 Year Ending December 31, 2023 74,555 7,079 (75,370 ) — 6,264 Year Ending December 31, 2024 6,264 16 (6,280 ) — — Total $ (23,621 ) $ 71,088 $ (150,739 ) $ (1,694 ) (1.) Consists of $18,962 , representing the day-one fair value of the conversion right, and $4,659 , which is comprised of (a) additional issuance costs of $408 , and (b) the initial fair value of the Deerfield Portion of the Vatera Loan Agreement of $4,251 ; as we did not receive cash from Deerfield but, rather, issued the Deerfield Portion in consideration for amending the Credit Facility, the $4,251 is treated as debt issuance costs. The total of $23,621 will be accreted over the remaining life of the loan. (2.) Accretion expense, principal payments and the exit fee will be reduced each time Deerfield exercises their conversion right. As of March 31, 2019, as reflected in the table above, the carrying value of the Credit Facility was $87,123 ; this amount, combined with $4,274 , the carrying value of the amount payable for the Deerfield Portion of the Vatera Loan Agreement, including interest and accretion expense, equals the amount of the notes payable to Deerfield on our consolidated balance sheet of $91,397 . Vatera Loan Agreement On December 31, 2018, we entered into a Senior Subordinated Convertible Loan Agreement (the “Loan Agreement”) with Vatera, a related party, for $135,000 ("Vatera Portion"), and on January 14, 2019, we amended the Loan Agreement pursuant to which, among other things, Deerfield was deemed to have funded an additional $5,000 ("Deerfield Portion") of senior subordinated convertible loans (the "Convertible Loans") under the Vatera Loan Agreement as consideration for entering into the Deerfield Facility Amendment. No amount was drawn under the Loan Agreement as of December 31, 2018, as its effectiveness was contingent upon the satisfaction of several conditions, including the execution of the Deerfield Facility Amendment. The proceeds of the Convertible Loans will be used for working capital and other general corporate purposes. The Convertible Loans are senior unsecured obligations of the Company and are contractually subordinated to the obligations under the Deerfield Facility. Interest on the Convertible Loans is 5% per year and will be paid in arrears at the end of each fiscal quarter, with 50% of such interest paid in cash and the remaining 50% of such interest paid in kind by increasing the principal balance of the outstanding Convertible Loans in an amount equal thereto (which increase will bear interest once added to such principal balance). The maturity date of the Convertible Loans is January 6, 2025. The Convertible Loans are convertible at Vatera's option into shares of convertible preferred stock of the Company at a conversion rate of 1.25 shares of preferred Stock per one thousand dollars. The preferred stock is further convertible at Vatera's option into shares of common stock of the Company at a rate of 100 shares of common stock per one share of preferred stock (the “Common Stock Conversion Rate”). At Vatera's option, the Convertible Loans are also directly convertible into common stock at an initial conversion rate equal to the Loan Conversion Rate multiplied by the Common Stock Conversion Rate. The conversion rate for common stock is $8.00 per share. The preferred stock is non-participating, convertible preferred stock, with no preferred dividend rights or voting rights. However, the preferred stock may participate in common stock dividends on the Company’s common stock on an as-converted basis and is senior to the common stock upon liquidation, with a liquidation preference equal to the Conversion Amount for the converted loans, as it may thereafter be adjusted pursuant to the Certificate of Designations (plus, if applicable, the amount of any declared but unpaid dividends on such shares of preferred stock). An exit fee (the “Interim Exit Fee”) of 1% of the aggregate amount of Convertible Loans funded under the Loan Facility is payable upon repayment or conversion of such funded amount (payable in preferred stock in the case of conversion). In addition, an exit fee (the “Final Exit Fee” and, together with the Interim Exit Fee, the “Exit Fee”) of 3% on the portion of the aggregate committed amount of Convertible Loans not drawn by the Company under the Loan Facility is payable on any repayment in full or conversion in full of the Convertible Loans (payable in preferred stock in the case of conversion). Subject to the satisfaction (or waiver) of the conditions precedent set forth in the Loan Agreement, as amended, $75,000 of Convertible Loans may be drawn in a single draw on or prior to February 25, 2019, up to $25,000 of additional Convertible Loans may be drawn in a single draw after March 31, 2019, but on or prior to June 30, 2019, and up to $35,000 of additional Convertible Loans may be drawn in a single draw after June 30, 2019, but on or prior to July 10, 2019. Among the conditions precedent, the Loan Agreement required the approval of the shareholders of Melinta to ensure the number of authorized shares of common stock was sufficient to accommodate the potential conversion of the Convertible Loans and approval of the issuance of the Convertible Loans, in accordance with Nasdaq rules. On February 19, 2019, at a Special Meeting of the shareholders, the shareholders approved both a reverse stock split and an increase of the authorized shares, as well as the issuance of the Convertible Notes. In addition, before each draw, management must certify to Vatera that it does not foresee breaching any covenants under the Deerfield Credit Facility, and the Company must establish a working capital revolver of at least $10,000 in order to draw the final $35,000 tranche under the Loan Agreement in July 2019. Melinta drew the first tranche ("Initial Draw") of $75,000 on February 22, 2019 ("Initial Draw Date"), at which time we deemed issuance of the $5,000 Deerfield Portion, for a total of $80,000 outstanding. Based on an analysis of the provisions and features contained in the Loan Agreement, including the embedded conversion option, we recognized the Convertible Loans as a liability in its entirety. Since Vatera is a related party as Melinta's largest shareholder, and the Convertible Notes contained below-market terms, we determined that the par value did not represent the fair value of the Convertible Notes. Therefore, the Company performed a valuation, in accordance with ASC 820, to determine the appropriate discount to apply to the principal amount of the Convertible Notes, which was deemed a capital contribution from a related party. We used a convertible bond lattice model to estimate the fair value of the Convertible Notes (Level 3 inputs), which resulted in an estimated fair value of the Vatera Portion of $63,758 on the Initial Draw Date. The related discount and capital contribution of $11,242 ("Valuation Discount") was recorded as a reduction in the carrying amount of the Convertible Notes with an offsetting amount recorded to additional paid-in-capital. The estimated fair value of the Deerfield Portion of the Convertible Loans, for which Melinta did not receive cash but was, rather, consideration for amending the Deerfield Credit Facility, was $4,251 , which was recorded as additional debt issuance costs on the Deerfield Term Loan. The discount of $749 was recorded as a discount to the Deerfield Portion of the Convertible Loans. We concluded that there was no beneficial conversion feature present given the conversion price is not "in the money" and that we are not required to revalue the Convertible Notes at the end of each reporting period. The significant assumptions used in the convertible bond lattice model used to estimate the fair value of the Convertible Notes were: the price of our common stock on the Initial Draw Date, an expected volatility of 76% , and an estimated yield of 29.8% . Due to the inherent uncertainty of determining the fair value of the Convertible Notes using Level 3 inputs, the fair value may differ significantly from the values that would have been used had a ready market or observable inputs existed. In connection with the Initial Draw, the Company incurred debt issue costs of $1,775 , which is being amortized as additional interest expense over the term of the Convertible Loans. In addition, we will accrete the Interim Exit Fee as additional interest expense over the term of the Convertible Loans, which will ultimately total $928 . The total cost of all items (cash and PIK interest expense as well as amortization/accretion of the debt issuance costs, the Interim Exit Fee, and the Valuation Discount) is being recognized as interest expense using an effective interest rate of approximately 8.6% . The following table summarizes the fair value of the Convertible Notes on the Initial Draw Date: Principal amount of Convertible Loans $ 80,000 Discount and related capital contribution associated with below market terms of Convertible Loans (11,242 ) Discount on Deerfield portion of Convertible Loans (749 ) Debt issue costs (1,775 ) Carrying value at the Initial Draw Date $ 66,234 Of the $66,234 , $4,251 was the initial carrying value of the Deerfield Portion, and $61,983 (net of $1,775 of debt issuance costs) was the initial carrying value of the Vatera Portion. The accretion of the principal of the Loan Agreement, paid-in kind interest, and the future payments, including the exit fees due at the end of the term, for the $80,000 outstanding under the arrangement (including the $5,000 "Deerfield Portion"), are as follows: Beginning Balance Paid-in Kind Interest Accretion Expense Principal Payments and Exit Fee Ending Balance February 25 - March 31, 2019 $ 66,234 $ 211 $ 179 $ — $ 66,624 April 1 - December 31, 2019 66,624 1,542 1,370 — 69,536 Year Ending December 31, 2020 69,536 2,098 2,037 — 73,671 Year Ending December 31, 2021 73,671 2,146 2,296 — 78,113 Year Ending December 31, 2022 78,113 2,200 2,586 — 82,899 Year Ending December 31, 2023 82,899 2,257 2,905 — 88,061 Year Ending December 31, 2024 88,061 2,321 3,264 — 93,646 Year Ending December 31, 2025 93,646 38 57 (93,741 ) — Total $ 12,813 $ 14,694 $ (93,741 ) Of the $66,624 carrying value of the Convertible Notes as of March 31, 2019, as reflected in the table above, $62,350 related to the Vatera Portion and $4,274 related to the Deerfield Portion. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The following table lists our assets and liabilities that are measured at fair value and the level of the lowest significant inputs used to measure their fair value at March 31, 2019 , and December 31, 2018 . The money market fund is included in cash & cash equivalents on the balance sheet; the other items are in the captioned line of the balance sheet. As of March 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market fund $ 33,068 $ — $ — $ 33,068 Total assets at fair value $ 33,068 $ — $ — $ 33,068 Liabilities: Royalty liability in deferred purchase price $ — $ — $ (1,102 ) $ (1,102 ) Royalty liability in contingent consideration — — (4,854 ) (4,854 ) Warrant liability — — (23 ) (23 ) Conversion liability (see Note 4) — — (12,236 ) (12,236 ) Total liabilities at fair value $ — $ — $ (18,215 ) $ (18,215 ) As of December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Money market fund $ 32,883 $ — $ — $ 32,883 Total assets at fair value $ 32,883 $ — $ — $ 32,883 Liabilities: Current royalty contingent consideration from IDB acquisition $ — $ — $ (1,006 ) $ (1,006 ) Long-term royalty contingent consideration from IDB acquisition — — (4,708 ) (4,708 ) Warrant liability — — (38 ) (38 ) Total liabilities at fair value $ — $ — $ (5,752 ) $ (5,752 ) The common stock warrants were valued using a Black-Scholes option-pricing model (Level 3 inputs). The significant inputs include the risk-free interest rate, remaining contractual term, and expected volatility. Significant increases or decreases in any of these inputs in isolation would result in a significantly different fair value measurement. An increase in the risk-free interest rate, and/or an increase in the remaining contractual term or expected volatility, would result in an increase in the fair value of the warrants. The following table summarizes the changes in fair value of our Level 3 assets and liabilities for the three months ended March 31, 2019 (there were no transfers into or out of Level 3 assets or liabilities during the period): Level 3 Liabilities Fair Value at December 31, 2018 Accretion Recorded in Interest Expense Change in Unrealized Gains (Losses) (Issuances) Settlements, Net Net Transfer Between Liabilities Fair Value at March 31, 2019 Current royalty contingent consideration from IDB acquisition $ (1,006 ) $ (176 ) $ — $ 382 $ (302 ) $ (1,102 ) Long-term royalty contingent consideration from IDB acquisition (4,708 ) (448 ) — — 302 (4,854 ) Warrant liability (38 ) — 15 — — (23 ) Conversion liability (see Note 4) — — 6,000 (18,236 ) — (12,236 ) Total liabilities at fair value $ (5,752 ) $ (624 ) $ 6,015 $ (17,854 ) $ — $ (18,215 ) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | LEASES As of March 31, 2019, we were a lessee under three operating lease agreements for office facilities and an operating lease for vehicles for our field-based employees, principally sales representatives. As more fully described in Note 2, we adopted ASC 842 on January 1, 2019 ("Effective Date"), which requires lessees to recognize assets and liabilities on the balance sheet for most leases recognize expense on the income statement in a manner similar to previous accounting. We elected the optional transition method, whereby an entity can elect to apply the standard at the Effective Date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without restatement of comparative prior periods. Consequently, the prior comparative period’s financials will remain the same as those previously presented. In addition, the transition to ASC 842, did not result in a cumulative-effect adjustment to the opening balance of retained earnings. The company has not elected the practical expedient under which the lease components would not be separated from the nonlease components. Therefore, the Company allocates the total transaction price to the lease component and nonlease components on a relative stand-alone price basis obtained from the lessor. Our facility leases include one or more options to renew, with renewal terms that can extend the lease term from three to five years . As of March 31, 2019, the renewal options were not reasonably certain; therefore, the payments associated with renewal were excluded from the measurement of the lease liability and ROU asset at March 31, 2019. The Company determined that there was no discount rate implicit in its leases. Thus, the Company used its incremental borrowing rate of 15% to discount the lease payments in determination of its ROU assets and lease liabilities for all leases. Upon adoption of ASU 2016-02, the Company determined its ROU assets related to the operating leases for its principal research facility in New Haven, Connecticut, and its office facilities in Chapel Hill, North Carolina were impaired and therefore reduced to a fair value of zero with a corresponding charge to retained opening earnings of $1,942 . See Note 2 for further details. As of March 31, 2019 , the lease liability associated with these leases was $462 and $521 , respectively. In March 2019, the Company terminated its operating lease for its principal research facility in New Haven, Connecticut. In connection with the termination, the Company agreed to pay the lessor a $462 early termination fee. As a result, the Company reduced the lease liability equal to the termination fee and recorded a gain of $792 , which was recorded in other income. Lease cost recognized under ASC 842 was $474 for the three months ended March 31, 2019. Lease cost for the three months ended March 31, 2018 was $333 , recognized under ASC 840, the lease accounting standard in effect prior to 2019. As of March 31, 2019, the Company's ROU assets and lease liabilities were as follows: Classification March 31, Assets Total operating lease assets Other assets $ 4,902 Liabilities Current Deferred purchase price and other liabilities $ 2,558 Noncurrent Other long-term liabilities 4,086 Total operating lease liabilities $ 6,644 As of March 31, 2019, the maturities of the Company's lease liabilities were as follows: Maturity of Lease Liabilities Amount Remainder of 2019 $ 2,136 2020 2,248 2021 1,962 2022 1,235 2023 626 After 2023 260 Total operating lease payments $ 8,467 Less: Interest (1,823 ) Present value of operating lease liabilities $ 6,644 As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, ASC 840, the total commitment for our non-cancelable operating lease was $8,568 as of December 31, 2018: Maturity of Lease Liabilities Amount 2019 $ 2,348 2020 2,269 2021 1,827 2022 1,238 2023 624 2024 and thereafter 262 Total operating lease payments $ 8,568 As of March 31, 2019, the weighted average remaining lease term was 3.7 years, calculated on the basis of the remaining lease term and the lease liability balance of each lease as of March 31, 2019. The following table sets forth supplemental cash flow information for the three months ended March 31, 2019: Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 621 Right of use assets obtained in exchange for lease obligations $ 378 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION In the first three months of 2019, we granted 64,400 stock options and 440,000 restricted stock units under our incentive stock plans. At March 31, 2019, approximately 1,502,400 shares were reserved for future grants. As of March 31, 2019, there were 450,000 restricted stock unit awards outstanding, and details regarding the number of options outstanding and exercisable as of March 31, 2019, is as follows: Outstanding Exercisable Number of shares 658,532 147,281 Weighted-average remaining life 8.4 5.3 Weighted-average exercise price $ 52.74 $ 132.35 Intrinsic value $ — $ — The total unrecognized share-based compensation expense at March 31, 2019, was approximately $8,969 , which is expected to be recognized over the next 3 years . Stock-based compensation expense recognized in the three months ended March 31, 2019 , was as follows: Three Months Ended March 31, 2019 2018 Cost of goods sold $ — $ 125 Research and development 79 131 Selling, general and administrative 813 699 Total $ 892 $ 955 No related tax benefits associated with stock-based compensation expense have been recognized and no related tax benefits have been realized from the exercise of stock options due to our net losses. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES At the end of each interim period, the Company makes its best estimate of the effective tax rate expected to be applicable for the full calendar year and uses that rate to provide for income taxes on a current year-to-date basis before discrete items. If a reliable estimate cannot be made, the Company may make a reasonable estimate of the annual effective tax rate, including use of the actual effective rate for the year-to-date. The impact of the discrete items is recorded in the quarter in which they occur. The Company utilizes the liability method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the provisions of the enacted tax laws. In assessing the realizability of the deferred tax assets, the Company considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized through the generation of future taxable income. In making this determination, the Company assessed all of the evidence available at the time including recent earnings, forecasted income projections, and historical financial performance. The Company has fully reserved deferred tax assets as a result of this assessment. Based on the Company’s full valuation allowance against the net deferred tax assets, the Company’s effective tax rate for the calendar year is zero , and zero income tax expense was recorded in the three and nine months ended March 31, 2019 and 2018 . |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NET LOSS PER SHARE Basic net loss attributable to common shareholders per share is computed by dividing the net loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period. We compute diluted loss per common share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such nonparticipating securities would be antidilutive. Because we have reported net losses for the three months ended March 31, 2019 and 2018 , diluted net loss per common share is the same as basic net loss per common share for those periods. The weighted-average shares outstanding, reported loss per share and potential dilutive common share equivalents for the three months ended March 31, 2019 and March 31, 2018 , have been retroactively adjusted to reflect the 1-for-5 reverse stock split which was effective February 22, 2019. The following potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: Three Months Ended March 31, 2019 2018 Warrants outstanding 766,680 770,486 Stock options outstanding 658,532 397,429 Restricted stock units outstanding 450,000 56,092 1,875,212 1,224,007 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES As discussed in Note 11, on November 3, 2017, Melinta merged with Cempra, Inc. in a business combination. Prior to the merger, on November 4, 2016, a securities class action lawsuit was commenced in the United States District Court, Middle District of North Carolina, Durham Division, naming Cempra, Inc. (now known as Melinta Therapeutics, Inc.) (for purposes of this Contingencies section, “Cempra”) and certain of Cempra’s officers as defendants. Two substantially similar lawsuits were filed in the United States District Court, Middle District of North Carolina on November 22, 2016, and December 30, 2016, respectively. Pursuant to the Private Securities Litigation Reform Act, on July 6, 2017, the court consolidated the three lawsuits into a single action and appointed a lead plaintiff and co-lead counsel in the consolidated case. On August 16, 2017, the plaintiff filed a consolidated amended complaint. The plaintiff alleged violations of the Securities Exchange Act of 1934 (the “Exchange Act”) in connection with allegedly false and misleading statements made by the defendants between July 7, 2015, and November 4, 2016 (the “Class Period”). The plaintiff sought to represent a class comprised of purchasers of Cempra’s common stock during the Class Period and sought damages, costs and expenses and such other relief as determined by the court. On September 29, 2017, the defendants filed a motion to dismiss the consolidated amended complaint. After the motion to dismiss was fully briefed, the court heard oral arguments on July 24, 2018. On October 26, 2018, the court granted the defendants’ motion to dismiss and dismissed the plaintiff’s consolidated amended complaint in its entirety. On November 21, 2018, the plaintiff filed its notice of appeal, and on December 20, 2018, the Fourth Circuit entered its briefing schedule. The appellant filed its brief on January 28, 2019; the appellee filed its response brief on February 27, 2019; and the appellant filed its reply brief on March 20, 2019. The court has not yet ruled on the appeal. We believe that we have meritorious defenses and intend to defend the lawsuit vigorously. It is possible that similar lawsuits may yet be filed in the same or other courts that name the same or additional defendants. On December 21, 2016, a shareholder derivative lawsuit was commenced in the North Carolina Durham County Superior Court, naming certain of Cempra’s former and current officers and directors as defendants and Cempra as a nominal defendant, and asserting claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and corporate waste (the “December 2016 Action”). A substantially similar lawsuit was filed in the North Carolina Durham County Superior Court on February 16, 2017 (the “February 2017 Action”). The complaints are based on similar allegations as asserted in the securities lawsuits described above and seek unspecified damages and attorneys’ fees. Both cases were served and transferred to the North Carolina Business Court as mandatory complex business cases. The Business Court consolidated the February 2017 Action into the December 2016 Action and appointed counsel for the plaintiff in the December 2016 Action as lead counsel. On July 6, 2017, the court stayed the action pending resolution of the putative securities class action. That stay was then lifted. The plaintiff filed an amended complaint on December 29, 2017, and was required to file a further amended complaint by February 6, 2018. On February 6, 2018, the plaintiff filed his second amended complaint. On March 8, 2018, the defendants filed their motion to dismiss or, in the alternative, stay the plaintiff’s second amended complaint. On April 9, 2018, the plaintiff filed his opposition to the defendants’ motion. The defendants filed their reply on April 26, 2018. On June 27, 2018, the parties filed a joint stipulation and consent order to stay the case until (1) 30 days after a final order dismissing the putative securities class action with prejudice is entered; or (2) the parties file a joint stipulation to terminate the stay in the event that a plaintiff in a subsequently filed derivative action makes similar allegations and does not agree to stay the proceedings on substantially the same terms. On June 29, 2018, the court entered an order staying the case pursuant to the joint stipulation, which expired by its term following entry of the court’s dismissal order in the above putative securities class action. On November 29, 2018, the parties filed a second joint stipulation to continue the stay until (1) 30 days after the putative securities class action appeal and any appeals therefrom have been resolved; or (2) the parties file a joint stipulation to terminate the stay in the event that a plaintiff in a subsequently filed derivative action makes similar allegations and does not agree to a stay of proceedings on substantially the same terms. On November 30, 2018, the court entered an order staying the case pursuant to the second joint stipulation. We believe that we have meritorious defenses and we intend to defend the lawsuit vigorously. It is possible that similar lawsuits may yet be filed in the same or other courts that name the same or additional defendants. On January 3, 2018, the plaintiff who commenced the February 2017 Action, which was subsequently consolidated into the December 2016 Action, transmitted to the former Acting Chief Executive Officer of Cempra a litigation demand (the “Demand”). The Demand requested that Cempra’s Board of Directors (the “Board”) “commence an independent investigation into the matters raised” in the complaint filed in the February 2017 Action and the Demand, “take any and all appropriate steps for Cempra to recover, through litigation if necessary, the damages proximately caused by the directors’ and officers’ alleged breaches of fiduciary duty,” and “implement corporate governance enhancements to prevent recurrence of the alleged wrongdoing.” The Board has not yet formally responded to the Demand. On July 31, 2017, a shareholder derivative lawsuit was commenced in the Court of Chancery of the State of Delaware, naming certain of Cempra’s former and current officers and directors as defendants and Cempra as nominal defendant, and asserting claims for breach of fiduciary duty, unjust enrichment, and corporate waste. The complaint is based on similar allegations as asserted in the putative securities class action described above and seeks unspecified damages and attorneys’ fees. On October 23, 2017, the defendants filed a motion to dismiss or, in the alternative, stay, the complaint, which was supported by an opening brief filed on November 9, 2017. On January 8, 2018, the plaintiff filed his answering brief in opposition to the defendants’ motion. The defendants filed their reply in support of their motion on February 7, 2018. On June 18, 2018, the parties filed a joint letter (1) indicating they have agreed to stay the case until the pending motion to dismiss in the November 4, 2016, consolidated federal securities action pending in the United States District Court, Middle District of North Carolina, Durham Division is decided; and (2) requesting that the June 22, 2018, oral argument scheduled for the defendants’ motion to dismiss be canceled. On June 27, 2018, the parties filed a stipulation and proposed order to stay the case until (1) 30 days after a final order dismissing the November 4, 2016, consolidated federal securities action pending in the United States District Court, Middle District of North Carolina, Durham Division with prejudice is entered; or (2) the parties file a joint stipulation to terminate the stay in the event that a plaintiff in a subsequently filed derivative action makes similar allegations and does not agree to stay the proceedings on substantially the same terms. On June 28, 2018, the court granted the proposed order and stayed the case on such terms, with that stay expiring by its term following entry of the court’s dismissal order in the above putative securities class action. On November 28, 2018, the parties filed a joint stipulation agreeing to stay the case, including all discovery, until (1) 30 days after the appeal for the November 4, 2016, consolidated federal securities action pending in the United States District Court, Middle District of North Carolina, Durham Division, and any appeals therefrom, was resolved or (2) the parties file a joint stipulation to terminate the stay in the event that a plaintiff in a subsequently filed derivative action makes similar allegations and does not agree to a stay of proceedings on substantially the same terms. On November 30, 2018, the court stayed the case pursuant to the joint stipulation. We believe that we have meritorious defenses and we intend to defend the lawsuit vigorously. It is possible that similar lawsuits may yet be filed in the same or other courts that name the same or additional defendants. On September 15, 2017, a shareholder derivative lawsuit was commenced in the United States District Court for the Middle District of North Carolina, Durham Division, naming certain of Cempra’s former and current officers and directors as defendants and Cempra as nominal defendant, and asserting claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, corporate waste, and violation of Section 14(a) of the Exchange Act. The complaint is based on similar allegations as asserted in the putative securities class action described above and seeks unspecified damages and attorneys’ fees. On December 1, 2017, the parties filed a joint motion seeking to stay the shareholder derivative lawsuit pending resolution of the putative securities class action, which stipulation was ordered by the court on December 11, 2017. On December 11, 2018, the parties filed a joint status report indicating that they believe the action remains stayed pending the outcome of the putative securities class action. We believe that we have meritorious defenses and we intend to defend the lawsuit vigorously. It is possible that similar lawsuits may yet be filed in the same or other courts that name the same or additional defendants. On October 22, 2018, the Company received a litigation demand on behalf of putative Cempra shareholder Dr. Alan Cauldwell (the “Demand”), purporting to reinstate Dr. Cauldwell’s previous demand, dated as of January 3, 2018, held in abeyance after further discussion and negotiation with the Company. The Demand appears premised on the same factual allegations as the shareholder derivative lawsuits previously filed against the Company, as detailed above, and requests, in part, that Cempra’s board of directors commence an investigation of the misconduct alleged therein. We believe that we have meritorious defenses to Dr. Cauldwell’s claims, and we intend to defend any litigation relating to the Demand vigorously. On December 3, 2018, James Naples, a purported Company shareholder, filed a putative class action suit against the Company and its Board of Directors in the Court of Chancery of the State of Delaware, alleging that the Board had breached its fiduciary duties related to a proposed, and subsequently abandoned, $75,000 common stock financing that was contemplated with affiliates of Vatera Holdings LLC. The suit alleged that the Board of Directors breached its fiduciary duties by, among other things, failing to disclose all material information to Company shareholders. The suit sought, among other things, to enjoin the shareholder vote on the financing proposal until additional disclosures were issued. On February 27, 2019, the suit was voluntarily dismissed with prejudice as moot, though the court has retained jurisdiction solely for the purpose of adjudicating a claim by the plaintiff for attorneys' fees and expenses, which the Company anticipates will be submitted. On December 18, 2018, we filed a complaint in the Court of Chancery of the State of Delaware against Medicines for breach of contract claim and fraud arising from the Purchase and Sale Agreement (“Purchase Agreement”), dated November 28, 2017, pursuant to which we acquired the Infectious Disease Businesses from Medicines (the “Medicines Action”). In the complaint, we alleged claims for damages of at least $68,300 . On December 28, 2018, we received a letter from Medicines demanding the payment of Milestone No. 4 under the Agreement and Plan of Merger, dated as of December 3, 2013, among Medicines, Rempex Pharmaceuticals, Inc. and the other parties thereto (“Merger Agreement”), in the amount of $30,000 (a milestone which the Company had assumed as an “Assumed Liability” under the Purchase Agreement). On January 7, 2019, we notified Medicines that we would not be making the Milestone No. 4 payment in the amount of $30,000 , or the First Deferred Payment in the amount of $25,000 under the Purchase Agreement, because the Company had asserted claims in the litigation in excess of these amounts. On January 9, 2019, Medicines filed a motion to dismiss our claims, and on March 15, 2019, Medicines filed its Opening Brief in Support of Its Motion to Dismiss. On April 23, 2019, we filed an Amended Complaint alleging claims for damages of at least $80,000 . On May 3, 2019, Medicines filed a motion to dismiss our claims in the Amended Complaint. On March 28, 2019, Fortis Advisors LLC, in its capacity as the authorized legal representative of the former shareholders of Rempex Pharmaceuticals, Inc. (“Former Rempex Shareholders”), filed a complaint in the Court of Chancery of the State of Delaware against Medicines and us (the "Fortis Action"). The Former Rempex Shareholders’ complaint alleges breach of contract claims against Medicines arising out of the Merger Agreement and alleges a third-party beneficiary claim against us for breach of the Purchase Agreement. The Former Rempex Shareholders’ complaint seeks to hold us and Medicines jointly and severally liable for alleged damages of at least $30,000 , as well as pre- and post-judgment interest, fees, costs, expenses, and disbursements. On April 18, 2019, we filed a motion to dismiss the Former Rempex Shareholders’ claim against us. Also on April 18, 2019, Medicines filed its answer to the Former Rempex Shareholders’ complaint, as well as a crossclaim against us. Medicines’ crossclaim asserts a breach of contract claim against us arising out of the Purchase Agreement. Medicines seeks an order requiring us to comply with all obligations under the Purchase Agreement, damages in an amount to be determined at trial, as well as pre- and post-judgment interest, fees, costs, expenses, and disbursements. On May 8, 2019, we filed an answer to Medicines' crossclaim, as well as a motion to consolidate the Fortis Action and the Medicines Action. We believe that we have meritorious defenses and we intend to defend the lawsuit and crossclaim vigorously. Other than as described above, we are not a party to any legal proceedings and we are not aware of any claims or actions pending or threatened against us. In the future, we might from time to time become involved in litigation relating to claims arising from our ordinary course of business. |
Severance and Exit Costs
Severance and Exit Costs | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Severance and Exit Costs | SEVERANCE AND EXIT COSTS A summary of merger and non-merger activity in our severance accrual (included in accrued expenses or long-term liabilities on the condensed consolidated balance sheets) is below. Balance - December 31, 2018 $ 9,767 Additional severance accruals (recorded in SG&A) 974 Severance payments (5,550 ) Balance - March 31, 2019 $ 5,191 On March 31, 2019 , $5,120 was included in accrued expenses and $71 was included in long-term liabilities. We also recognized $0 and $75 of additional stock-based compensation expense related to the acceleration of equity awards for terminated employees under ASC 718 as severance expense during the three months ended March 31, 2019 and 2018, respectively. In March 2019, the Company terminated its operating lease for its principal research facility in New Haven, Connecticut. In connection with the termination, the Company agreed to pay the lessor a $462 early termination fee. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation —The accompanying unaudited condensed consolidated financial statements include the accounts and results of operations of Melinta and its wholly-owned subsidiaries. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The information reflects all adjustments (consisting of only normal, recurring adjustments) necessary for a fair presentation of the information. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates —The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk —Concentration of credit risk exists with respect to cash and cash equivalents and receivables. We maintain our cash and cash equivalents with federally insured financial institutions, and at times, the amounts may exceed the federally insured deposit limits. To date, we have not experienced any losses on our deposits of cash and cash equivalents. We believe that we are not exposed to significant credit risk due to the financial position of the depository institutions in which deposits are held. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments —The carrying amounts of our financial instruments, which include cash and cash equivalents, trade and other receivables, accounts payable, accrued expenses, and notes payable approximated their fair values at March 31, 2019 , and December 31, 2018 . |
Intangible Assets | Intangible Assets —Intangible assets consist of capitalized milestone payments for the licenses we use to make our products and the fair value of identifiable intangible assets acquired. Given the uncertainty of forecasts of future revenue for our products, we amortize the cost of intangible assets on a straight-line basis over the estimated economic life of each asset, generally the exclusivity period of each associated product. |
Revenue Recognition | Revenue Recognition —We recognize revenue from sales of our commercial products and under our licensing arrangements in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). Product Sales We recognize revenue from product sales upon the transfer of control, which depends on the delivery terms set forth in customer contracts and is generally upon delivery. Payment terms between Melinta and our customers vary by customer, but are generally between 30 and 60 days from the invoice date. Management exercises judgment in estimating variable consideration. Provisions for prompt-pay discounts, chargebacks, rebates, wholesalers fees-for-services, group purchasing organization administration fees, voluntary patient assist programs, returns and other adjustments are recorded in the period the related sales are recognized. We provide discounts to certain hospitals and private entities, and we provide rebates to government agencies, group purchasing organizations and other private entities. Chargebacks, rebates administration fees and discounts offered under our patient assistance programs are generally based upon the contractual discounts or the volume of purchases for our products. In the case of discounted pricing, we typically provide a credit to our wholesale customers (i.e., chargeback), representing the difference between the customer’s acquisition list price and the discounted price offered to certain hospitals. For the other certain discounts, we pay rebates based on the program that is ultimately utilized by the hospital or, in the retail setting, the patient under our patient assistance program. Factors used in these calculations include the identification of which products have been sold subject to a discount, rebate or administration fee, which customer, government agency, or group purchasing organization price terms apply, and the estimated lag time between the sale of the product and when the discount, rebate or administration fee is reported to us. Using historical trends, adjusted for current changes, we estimate the amount of these discounts, rebates and administration fees that will be paid, and record them as a reduction to gross sales when we recognize revenue for the sale of our products. Settlement of discounts, rebates and administration fees generally occurs from between one and six months after the initial sale to the wholesaler. We regularly analyze historical trends and make adjustments to reserves for changes in trends and terms of rebate programs. Historically, adjustments to prior periods' rebate accruals have not been material to net product sales. For product returns, generally, our customers have the right to return any unopened product during the 18-month period beginning six months prior to the labeled expiration date and ending 12 months after the labeled expiration date. Where historical rates of return exist, we use history as a basis to establish a returns reserve for product shipped to wholesalers. For our newly launched products, for which we currently do not have history of product returns, we estimate returns based on third-party industry data for comparable products in the market. As we distribute our products and establish historical sales over a longer period of time (i.e., two years), we will be able to place more reliance on historical purchasing and return patterns of our customers when evaluating our reserves for product return. At the end of each reporting period for any of our products, we may decide to constrain revenue for product returns based on information from various sources, including channel inventory levels and dating and sell-through data, the expiration dates of product currently being shipped, price changes of competitive products and introductions of generic products. Adjustments to gross sales related to prompt-pay discounts and fees-for-services require less judgment as they are based on contractual percentages and the amounts invoiced to the wholesalers. At the end of each reporting period, we adjust our product sales allowances when we believe actual experience may differ from current estimates. The following table provides a summary of activity with respect to our sales allowances and accruals during the first three months of 2019: Cash Discounts Product Returns Chargebacks Fees-for- Service MelintAssist Government Rebates Commercial Rebates Admin Fees Balance as of January 1, 2019 $ 245 $ 2,970 $ 762 $ 818 $ 412 $ 693 $ 599 $ 138 Allowances for sales 292 398 1,127 793 264 215 306 142 Payments & credits issued (392 ) (206 ) (1,299 ) (686 ) (278 ) (73 ) (330 ) (127 ) Balance as of March 31, 2019 $ 145 $ 3,162 $ 590 $ 925 $ 398 $ 835 $ 575 $ 153 The allowances for cash discounts and chargebacks are recorded as contra-assets in trade receivables; the other balances are recorded in other accrued expenses. Licensing Arrangements We enter into license and collaboration agreements for the research and development and/or commercialization of therapeutic products. The terms of these agreements may include nonrefundable licensing fees, funding for research and development and manufacturing, milestone payments and royalties on any product sales derived from the collaborations in exchange for the delivery of licenses and rights to sell our products within specified territories outside the United States. In the determination of whether our license and collaboration agreements are accounted for under ASC 606 or ASC 808, Contract Accounting , we first assess whether or not the partner in the arrangement is a customer. If the partner in the arrangement is deemed a customer as it relates to some or all of our performance obligations, then the consideration associated with those performance obligations is accounted for as revenue under ASC 606. Our license agreements may include contingent or variable consideration based upon the achievement of regulatory- and sales-based milestones and future royalties based on a percentage of the partner’s net product sales. Performance obligations to deliver distinct licenses are recognized at a point in time. Milestone payments from licensees that are contingent and/or variable upon future regulatory events and product sales are not considered probable of being achieved until the milestones are earned and, therefore, the contingent revenue is subject to significant risk of reversal. As such, we constrain this variable consideration and do not include it in the transaction price (or recognize the revenue related to these milestones) until such time that the contingencies are resolved and generally recognized at a point in time. In addition, under the sales- or usage- based royalty exception in ASC 606, we do not estimate, at the onset of the arrangement, the variable consideration from future royalties or sales-based milestones. Instead, we wait to recognize royalty revenue until the future sales occur. As of March 31, 2019 , we do not have any contract assets or liabilities and our contracts do not have any significant financing components. And, we have not capitalized contract origination costs. |
Comprehensive Loss | Comprehensive Loss —Comprehensive loss is equal to net loss as presented in the accompanying statements of operations. |
Advertising Expense | Advertising Expense —We record advertising expenses when they are incurred. |
Leases | Leases —On January 1, 2019, we adopted Topic 842, Leases ("Topic 842") which requires lessees to recognize assets and liabilities for most leases at the lease inception. All of the Company's leases are operating leases, which are included in other long-term assets as operating right of use ("ROU") assets and other liabilities as operating lease liabilities in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We will use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Our has lease agreements with lease and non-lease components, which are accounted for separately. |
Segment and Geographic Information | Segment and Geographic Information —Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. We operate and manage our business as one operating segment. Although substantially all of our license and contract research revenue is generated from agreements with companies that are domiciled outside of the U.S., we do not operate outside of the U.S., nor do we have any significant assets in any foreign country. See this Note 2 for further discussion of the license and contract research revenue. |
Recently Issued, Adopted and Not Yet Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements: We adopted Topic 842 codified as ASC 842 on January 1, 2019 ("Effective Date"). ASC 842 requires lessees to recognize assets and liabilities on the balance sheet for most leases but recognize expense on the income statement in a manner similar to previous accounting. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements or an optional transition method, whereby an entity can elect to apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without restatement of comparative prior periods. We adopted this guidance on the Effective Date, electing the optional transition method. Consequently, we did not recast the comparative periods presented in this Quarterly Report on Form 10-Q. In addition, as permitted under ASC 842, we elected several practical expedients and therefore did not reassess at the Effective Date (1) whether any existing contract is or contains a lease, (2) the classification of existing leases, (3) whether previously capitalized costs continue to qualify as initial indirect costs. We also elected not to record on the balance sheet a lease whose term is 12 months or less and does not include a purchase option that the lessee is reasonably certain to exercise. We did not elect the practical expedient to not separate lease and non-lease components. Upon adoption of ASC 842 on the Effective Date, we recorded ROU assets of $ 4,768 , net of historical deferred rent liabilities and aggregate charges of $1,942 to retained earnings in connection with ROU asset impairments on the Effective Date. In addition, we recorded lease liabilities of $7,411 related to facility and vehicle leases. See Note 6 for further details. The transition to ASC 842, did not result in a cumulative-effect adjustment to the opening balance of retained earnings. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement , which modifies or removes certain disclosure requirements in Topic 820, Fair Value Measurements . The update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We are currently evaluating the impact of the adoption of this ASU on our financial statements. In August 2018, the FASB issued ASU 2018-15, Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which provides guidance on implementation costs incurred in a cloud computing arrangement that is a service contract. The ASU amends Topic 350, Intangibles—Goodwill and Other , to include these implementation costs in its scope and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized. The update is effective for public entities for fiscal years beginning after December 15, 2019. we are currently evaluating the impact the adoption of this ASU will have on our financial statements. In November 2018, the FASB issued ASU 2018-18, Clarifying the Interaction between Topic 808 and Topic 606 , which amends ASC 808 to clarify when transactions between participants in a collaborative arrangement under ASC 808 are within the scope of ASC 606, Revenue from Contracts with Customers . The ASU provides clarity in both ASC 606 and 808 regarding when transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606. The update is effective for public entities for fiscal years beginning after December 15, 2019. we are currently evaluating the impact the adoption of this ASU will have on our financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Activity with Respect to Sales Allowances and Accruals | The following table provides a summary of activity with respect to our sales allowances and accruals during the first three months of 2019: Cash Discounts Product Returns Chargebacks Fees-for- Service MelintAssist Government Rebates Commercial Rebates Admin Fees Balance as of January 1, 2019 $ 245 $ 2,970 $ 762 $ 818 $ 412 $ 693 $ 599 $ 138 Allowances for sales 292 398 1,127 793 264 215 306 142 Payments & credits issued (392 ) (206 ) (1,299 ) (686 ) (278 ) (73 ) (330 ) (127 ) Balance as of March 31, 2019 $ 145 $ 3,162 $ 590 $ 925 $ 398 $ 835 $ 575 $ 153 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash, as presented on the Condensed Consolidated Statements of Cash Flows, consisted of the following: March 31, December 31, 2018 Cash and cash equivalents $ 116,901 $ 81,808 Restricted cash (included in Other Assets) 200 200 Total cash, cash equivalents and restricted cash shown in the Condensed $ 117,101 $ 82,008 |
Summary of Accounts, Notes, Loans and Financing Receivable | Accounts receivable consisted of the following: March 31, December 31, 2018 Trade receivables $ 7,460 $ 11,509 Contracted services 6,958 10,293 Other receivables 474 683 Total receivables $ 14,892 $ 22,485 |
Summary of Inventory | Inventory consisted of the following: March 31, December 31, 2018 Raw materials $ 28,841 $ 24,507 Work in process 9,977 11,700 Finished goods 11,685 12,204 Gross value of inventory 50,503 48,411 Less: valuation reserves (6,052 ) (7,070 ) Total inventory $ 44,451 $ 41,341 |
Summary of Other Assets | Other assets consisted of the following: March 31, December 31, 2018 Deerfield disbursement option (see Note 4) $ 7,609 $ 7,608 Long-term inventory deposits 48,044 51,127 Other assets 1,400 2,391 Right-of-use assets 4,902 — Restricted cash 200 200 Total other assets $ 62,155 $ 61,326 |
Summary of Accrued Expenses | Accrued expenses consisted of the following: March 31, December 31, 2018 Accrued contracted services $ 1,318 $ 2,909 Payroll related expenses 10,026 15,585 Professional fees 173 3,598 Accrued royalty payments 2,885 2,052 Accrued sales allowances 6,047 5,630 Accrued other 2,176 4,150 Total accrued expenses $ 22,625 $ 33,924 |
Summary of Deferred Purchase Price and Other Liabilities | Other liabilities consisted of the following: March 31, December 31, 2018 Deferred purchase price $ 49,758 $ 48,394 Milestone liability 30,000 30,000 Lease liabilities, current 2,558 — Total deferred purchase price and other liabilities $ 82,316 $ 78,394 |
Summary of Other Noncurrent Liabilities | Other liabilities consisted of the following: March 31, December 31, 2018 Lease liabilities, net of current $ 4,086 $ — Long-term accrual royalties 1,215 2,230 Long-term deferred purchase price 4,853 4,708 Other long-term liabilities 71 506 Total other long-term liabilities $ 10,225 $ 7,444 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Accretion of Principal Term Loan and Future Payments | Under the Facility Agreement, as amended, the accretion of the principal of the term loan, conversion redemptions, and the future payments, including the 4.0% exit fee due at the end of the term, but excluding the 11.75% rate applied to the $147,774 note per the form of the Facility Agreement, are as follows: Beginning Balance Record Conversion Right and Issuance Costs Accretion Expense(2) Principal Payments and Exit Fee(2) Conversion Ending Balance January 5 - December 31, 2018 $ 104,966 $ 5,510 — $ — $ 110,476 January 1 - March 31, 2019 110,476 (23,621 ) (1 ) 1,962 — (1,694 ) 87,123 April 1 - December 31, 2019 87,123 7,734 — — 94,857 Year Ending December 31, 2020 94,857 13,284 — — 108,141 Year Ending December 31, 2021 108,141 18,044 — — 126,185 Year Ending December 31, 2022 126,185 17,459 (69,089 ) — 74,555 Year Ending December 31, 2023 74,555 7,079 (75,370 ) — 6,264 Year Ending December 31, 2024 6,264 16 (6,280 ) — — Total $ (23,621 ) $ 71,088 $ (150,739 ) $ (1,694 ) (1.) Consists of $18,962 , representing the day-one fair value of the conversion right, and $4,659 , which is comprised of (a) additional issuance costs of $408 , and (b) the initial fair value of the Deerfield Portion of the Vatera Loan Agreement of $4,251 ; as we did not receive cash from Deerfield but, rather, issued the Deerfield Portion in consideration for amending the Credit Facility, the $4,251 is treated as debt issuance costs. The total of $23,621 will be accreted over the remaining life of the loan. (2.) Accretion expense, principal payments and the exit fee will be reduced each time Deerfield exercises their conversion right. The accretion of the principal of the Loan Agreement, paid-in kind interest, and the future payments, including the exit fees due at the end of the term, for the $80,000 outstanding under the arrangement (including the $5,000 "Deerfield Portion"), are as follows: Beginning Balance Paid-in Kind Interest Accretion Expense Principal Payments and Exit Fee Ending Balance February 25 - March 31, 2019 $ 66,234 $ 211 $ 179 $ — $ 66,624 April 1 - December 31, 2019 66,624 1,542 1,370 — 69,536 Year Ending December 31, 2020 69,536 2,098 2,037 — 73,671 Year Ending December 31, 2021 73,671 2,146 2,296 — 78,113 Year Ending December 31, 2022 78,113 2,200 2,586 — 82,899 Year Ending December 31, 2023 82,899 2,257 2,905 — 88,061 Year Ending December 31, 2024 88,061 2,321 3,264 — 93,646 Year Ending December 31, 2025 93,646 38 57 (93,741 ) — Total $ 12,813 $ 14,694 $ (93,741 ) |
Schedule of Convertible Debt | The following table summarizes the fair value of the Convertible Notes on the Initial Draw Date: Principal amount of Convertible Loans $ 80,000 Discount and related capital contribution associated with below market terms of Convertible Loans (11,242 ) Discount on Deerfield portion of Convertible Loans (749 ) Debt issue costs (1,775 ) Carrying value at the Initial Draw Date $ 66,234 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The following table lists our assets and liabilities that are measured at fair value and the level of the lowest significant inputs used to measure their fair value at March 31, 2019 , and December 31, 2018 . The money market fund is included in cash & cash equivalents on the balance sheet; the other items are in the captioned line of the balance sheet. As of March 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market fund $ 33,068 $ — $ — $ 33,068 Total assets at fair value $ 33,068 $ — $ — $ 33,068 Liabilities: Royalty liability in deferred purchase price $ — $ — $ (1,102 ) $ (1,102 ) Royalty liability in contingent consideration — — (4,854 ) (4,854 ) Warrant liability — — (23 ) (23 ) Conversion liability (see Note 4) — — (12,236 ) (12,236 ) Total liabilities at fair value $ — $ — $ (18,215 ) $ (18,215 ) As of December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Money market fund $ 32,883 $ — $ — $ 32,883 Total assets at fair value $ 32,883 $ — $ — $ 32,883 Liabilities: Current royalty contingent consideration from IDB acquisition $ — $ — $ (1,006 ) $ (1,006 ) Long-term royalty contingent consideration from IDB acquisition — — (4,708 ) (4,708 ) Warrant liability — — (38 ) (38 ) Total liabilities at fair value $ — $ — $ (5,752 ) $ (5,752 ) |
Summary of Changes in Fair Value of Level 3 Assets and Liabilities | The following table summarizes the changes in fair value of our Level 3 assets and liabilities for the three months ended March 31, 2019 (there were no transfers into or out of Level 3 assets or liabilities during the period): Level 3 Liabilities Fair Value at December 31, 2018 Accretion Recorded in Interest Expense Change in Unrealized Gains (Losses) (Issuances) Settlements, Net Net Transfer Between Liabilities Fair Value at March 31, 2019 Current royalty contingent consideration from IDB acquisition $ (1,006 ) $ (176 ) $ — $ 382 $ (302 ) $ (1,102 ) Long-term royalty contingent consideration from IDB acquisition (4,708 ) (448 ) — — 302 (4,854 ) Warrant liability (38 ) — 15 — — (23 ) Conversion liability (see Note 4) — — 6,000 (18,236 ) — (12,236 ) Total liabilities at fair value $ (5,752 ) $ (624 ) $ 6,015 $ (17,854 ) $ — $ (18,215 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Costs and Supplemental Cash Flow Information | As of March 31, 2019, the Company's ROU assets and lease liabilities were as follows: Classification March 31, Assets Total operating lease assets Other assets $ 4,902 Liabilities Current Deferred purchase price and other liabilities $ 2,558 Noncurrent Other long-term liabilities 4,086 Total operating lease liabilities $ 6,644 The following table sets forth supplemental cash flow information for the three months ended March 31, 2019: Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 621 Right of use assets obtained in exchange for lease obligations $ 378 |
Schedule of Operating Lease Liability Maturities | As of March 31, 2019, the maturities of the Company's lease liabilities were as follows: Maturity of Lease Liabilities Amount Remainder of 2019 $ 2,136 2020 2,248 2021 1,962 2022 1,235 2023 626 After 2023 260 Total operating lease payments $ 8,467 Less: Interest (1,823 ) Present value of operating lease liabilities $ 6,644 |
Schedule of Future Minimum Rental Payments for Operating Leases | As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, ASC 840, the total commitment for our non-cancelable operating lease was $8,568 as of December 31, 2018: Maturity of Lease Liabilities Amount 2019 $ 2,348 2020 2,269 2021 1,827 2022 1,238 2023 624 2024 and thereafter 262 Total operating lease payments $ 8,568 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options | As of March 31, 2019, there were 450,000 restricted stock unit awards outstanding, and details regarding the number of options outstanding and exercisable as of March 31, 2019, is as follows: Outstanding Exercisable Number of shares 658,532 147,281 Weighted-average remaining life 8.4 5.3 Weighted-average exercise price $ 52.74 $ 132.35 Intrinsic value $ — $ — |
Stock-Based Compensation Expense Reported in Statements of Operations | Stock-based compensation expense recognized in the three months ended March 31, 2019 , was as follows: Three Months Ended March 31, 2019 2018 Cost of goods sold $ — $ 125 Research and development 79 131 Selling, general and administrative 813 699 Total $ 892 $ 955 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: Three Months Ended March 31, 2019 2018 Warrants outstanding 766,680 770,486 Stock options outstanding 658,532 397,429 Restricted stock units outstanding 450,000 56,092 1,875,212 1,224,007 |
Severance and Exit Costs (Table
Severance and Exit Costs (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Summary of Activity in Severance Accrual (Included In Accrued Expenses or Long-Term Liabilities on Condensed Consolidated Balance Sheets) | A summary of merger and non-merger activity in our severance accrual (included in accrued expenses or long-term liabilities on the condensed consolidated balance sheets) is below. Balance - December 31, 2018 $ 9,767 Additional severance accruals (recorded in SG&A) 974 Severance payments (5,550 ) Balance - March 31, 2019 $ 5,191 |
Financial Statements - Narrativ
Financial Statements - Narrative (Details) | Jul. 10, 2019USD ($) | Feb. 22, 2019USD ($) | Jan. 14, 2019USD ($) | Jan. 05, 2018USD ($) | Jan. 05, 2018USD ($) | Jul. 31, 2019USD ($) | Feb. 28, 2019USD ($) | Dec. 31, 2018USD ($) | Jul. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($)product | Dec. 31, 2018USD ($) | Mar. 31, 2018USD ($) |
Basis Of Presentation [Line Items] | |||||||||||||
Accumulated deficit | $ 719,843,000 | $ 748,317,000 | $ 719,843,000 | ||||||||||
Number of products | product | 4 | ||||||||||||
Percentage headcount reduction | 20.00% | ||||||||||||
Proceeds from the issuance of convertible promissory notes | $ 75,000,000 | $ 0 | |||||||||||
Cash and cash equivalents | 81,808,000 | 116,901,000 | $ 81,808,000 | ||||||||||
Maximum | Disbursement Option | Facility Agreement | Deerfield | |||||||||||||
Basis Of Presentation [Line Items] | |||||||||||||
Debt covenant, minimum revenue requirement | $ 75,000,000 | ||||||||||||
Additional debt financing available | $ 50,000,000 | ||||||||||||
Maximum | Disbursement Option | Facility Agreement | IDB | Deerfield | |||||||||||||
Basis Of Presentation [Line Items] | |||||||||||||
Additional debt financing available | $ 50,000,000 | ||||||||||||
Maximum | Scenario, Forecast | |||||||||||||
Basis Of Presentation [Line Items] | |||||||||||||
Proceeds from the issuance of convertible promissory notes | $ 35,000,000 | $ 25,000,000 | |||||||||||
Term Loan | Debt Covenant, Period One | Facility Agreement | Deerfield | |||||||||||||
Basis Of Presentation [Line Items] | |||||||||||||
Debt instrument covenant, minimum cash balance requirement | $ 40,000,000 | ||||||||||||
Debt covenant, minimum revenue requirement | 63,750,000 | ||||||||||||
Term Loan | Debt Covenant, Period Two | Facility Agreement | Deerfield | |||||||||||||
Basis Of Presentation [Line Items] | |||||||||||||
Debt instrument covenant, minimum cash balance requirement | 25,000,000 | ||||||||||||
Debt covenant, minimum revenue requirement | $ 85,000,000 | ||||||||||||
Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | |||||||||||||
Basis Of Presentation [Line Items] | |||||||||||||
Line credit maximum borrowing capacity | $ 135,000,000 | $ 135,000,000 | |||||||||||
Period in which funding is provided | 5 months | ||||||||||||
Proceeds from issuance of debt | $ 75,000,000 | $ 75,000,000 | |||||||||||
Convertible Subordinated Debt | Scenario, Forecast | Senior Subordinated Convertible Loan Agreement | |||||||||||||
Basis Of Presentation [Line Items] | |||||||||||||
Proceeds from issuance of debt | $ 60,000,000 | ||||||||||||
Convertible Subordinated Debt | Scenario, Forecast | Senior subordinated convertible loan agreement, final tranche | |||||||||||||
Basis Of Presentation [Line Items] | |||||||||||||
Proceeds from the issuance of convertible promissory notes | $ 35,000,000 | ||||||||||||
Revolving credit facility | Scenario, Forecast | Facility Agreement | |||||||||||||
Basis Of Presentation [Line Items] | |||||||||||||
Line credit maximum borrowing capacity | $ 20,000,000 | $ 20,000,000 | |||||||||||
Revolving credit facility | Convertible Subordinated Debt | Facility Agreement | |||||||||||||
Basis Of Presentation [Line Items] | |||||||||||||
Working capital revolver required, for final tranche of loans to be issued | $ 10,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | Jan. 01, 2019USD ($) | Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||
Intangible assets, amortization expense | $ 4,124 | $ 4,675 | ||
Intangible assets, amortization expense, remaining nine months of 2019 | 12,371 | |||
Intangible assets, amortization expense, year 2020 | 16,495 | |||
Intangible assets, amortization expense, year 2021 | 17,000 | |||
Intangible assets, amortization expense, year 2022 | 17,000 | |||
Intangible assets, amortization expense, year 2023 | 17,000 | |||
Advertising expense | $ 176 | $ 410 | ||
Number of operating segments | segment | 1 | |||
Operating lease, right-of-use asset | $ 4,768 | $ 4,902 | $ 0 | |
Operating lease, impairment | 1,942 | |||
Operating lease, liability | $ 7,411 | $ 6,644 | ||
Trade Receivables | Customer Cocentration Risk | Large Wholesaler Customer One | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 36.00% | |||
Trade Receivables | Customer Cocentration Risk | Large Wholesaler Customer Two | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 29.00% | |||
Trade Receivables | Customer Cocentration Risk | Large Wholesaler Customer Three | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 26.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Activity with Respect to Sales Allowances and Accruals (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash Discounts | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance as of January 1, 2019 | $ 245 |
Allowances for sales | 292 |
Payments & credits issued | (392) |
Balance as of March 31, 2019 | 145 |
Product Returns | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance as of January 1, 2019 | 2,970 |
Allowances for sales | 398 |
Payments & credits issued | (206) |
Balance as of March 31, 2019 | 3,162 |
Chargebacks | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance as of January 1, 2019 | 762 |
Allowances for sales | 1,127 |
Payments & credits issued | (1,299) |
Balance as of March 31, 2019 | 590 |
Fees-for- Service | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance as of January 1, 2019 | 818 |
Allowances for sales | 793 |
Payments & credits issued | (686) |
Balance as of March 31, 2019 | 925 |
MelintAssist | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance as of January 1, 2019 | 412 |
Allowances for sales | 264 |
Payments & credits issued | (278) |
Balance as of March 31, 2019 | 398 |
Government Rebates | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance as of January 1, 2019 | 693 |
Allowances for sales | 215 |
Payments & credits issued | (73) |
Balance as of March 31, 2019 | 835 |
Commercial Rebates | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance as of January 1, 2019 | 599 |
Allowances for sales | 306 |
Payments & credits issued | (330) |
Balance as of March 31, 2019 | 575 |
Admin Fees | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance as of January 1, 2019 | 138 |
Allowances for sales | 142 |
Payments & credits issued | (127) |
Balance as of March 31, 2019 | $ 153 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||||
Cash and cash equivalents | $ 116,901 | $ 81,808 | ||
Restricted cash (included in Other Assets) | 200 | 200 | ||
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows | $ 117,101 | $ 82,008 | $ 91,679 | $ 128,587 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | $ 14,892 | $ 22,485 |
Trade receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | 7,460 | 11,509 |
Contracted services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | 6,958 | 10,293 |
Other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | $ 474 | $ 683 |
Balance Sheet Components - Su_3
Balance Sheet Components - Summary of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 28,841 | $ 24,507 |
Work in process | 9,977 | 11,700 |
Finished goods | 11,685 | 12,204 |
Gross value of inventory | 50,503 | 48,411 |
Less: valuation reserves | (6,052) | (7,070) |
Total inventory | $ 44,451 | $ 41,341 |
Balance Sheet Components - Su_4
Balance Sheet Components - Summary of Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | |||
Deerfield disbursement option (see Note 4) | $ 7,609 | $ 7,608 | |
Long-term inventory deposits | 48,044 | 51,127 | |
Other assets | 1,400 | 2,391 | |
Right-of-use assets | 4,902 | $ 4,768 | 0 |
Restricted cash | 200 | 200 | |
Total other assets | $ 62,155 | $ 61,326 |
Balance Sheet Components - Su_5
Balance Sheet Components - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued contracted services | $ 1,318 | $ 2,909 |
Payroll related expenses | 10,026 | 15,585 |
Professional fees | 173 | 3,598 |
Accrued royalty payments | 2,885 | 2,052 |
Accrued sales allowances | 6,047 | 5,630 |
Accrued other | 2,176 | 4,150 |
Total accrued expenses | $ 22,625 | $ 33,924 |
Balance Sheet Components - Su_6
Balance Sheet Components - Summary of Deferred Purchase Price and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred purchase price | $ 49,758 | $ 48,394 |
Milestone liability | 30,000 | 30,000 |
Lease liabilities, current | 2,558 | 0 |
Deferred purchase price and other liabilities (See Notes 3 and 4) | $ 82,316 | $ 78,394 |
Balance Sheet Components - Su_7
Balance Sheet Components - Summary of Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Lease liabilities, net of current | $ 4,086 | $ 0 |
Long-term accrual royalties | 1,215 | 2,230 |
Long-term deferred purchase price | 4,853 | 4,708 |
Other long-term liabilities | 71 | 506 |
Total other long-term liabilities | $ 10,225 | $ 7,444 |
Financing Arrangements - 2017 L
Financing Arrangements - 2017 Loan Agreement (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | May 02, 2017 | |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ 346,000 | $ 2,595,000 | ||
Prepayment penalties and exit fees related to debt instrument | $ 0 | $ 2,150,000 | ||
Debt Financing | 2017 Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Loan and security agreement | $ 80,000,000 | |||
Loss on extinguishment of debt | $ 2,595,000 | |||
Prepayment penalties and exit fees related to debt instrument | 2,150,000 | |||
Write off of deferred debt issuance cost | $ 445,000 | |||
Equity Financing | 2017 Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Loan and security agreement | $ 10,000,000 |
Financing Arrangements - Facili
Financing Arrangements - Facility Agreement (Details) - USD ($) | Feb. 22, 2019 | Jan. 14, 2019 | Jan. 05, 2018 | Feb. 28, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||||
Proceeds from issuance of common stock, net | $ 0 | $ 51,452,000 | |||||
Term Loan | Facility Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument exit fee percentage | 2.00% | ||||||
Term Loan | Facility Agreement Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument exit fee percentage | 4.00% | ||||||
Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, issued price per share (usd per share) | $ 8 | ||||||
Percentage of convertible notes | 5.00% | ||||||
Proceeds from issuance of debt | $ 75,000,000 | $ 75,000,000 | |||||
Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument exit fee percentage | 3.00% | ||||||
Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument exit fee percentage | 1.00% | ||||||
Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Common stock shares issued (in shares) | 1,705 | 40 | |||||
Deerfield | Facility Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Common stock shares issued (in shares) | 625,569 | ||||||
Debt instrument, issued price per share (usd per share) | $ 67.5 | ||||||
Proceeds from issuance of common stock, net | $ 42,226,000 | ||||||
Deerfield | Facility Agreement Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Reduction in net sales covenant, percentage | 15.00% | ||||||
Deerfield | Term Loan | Facility Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Loan and security agreement | $ 147,774,000 | $ 144,941,000 | |||||
Percentage of convertible notes | 11.75% | ||||||
Debt instrument exit fee percentage | 2.00% | ||||||
Deerfield | Term Loan | Facility Agreement Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of convertible notes | 11.75% | ||||||
Debt instrument exit fee percentage | 4.00% | 4.00% | |||||
Deerfield | Convertible Subordinated Debt | Deerfield Convertible Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, issued price per share (usd per share) | $ 5.15 | ||||||
Loan and security agreement | $ 74,000,000 | ||||||
Beneficial ownership cap, percentage | 4.985% | ||||||
Conversion price, calculation multiplier percentage | 95.00% | ||||||
Deerfield | Convertible Subordinated Debt | Deerfield Convertible Loan | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, issued price per share (usd per share) | $ 5.15 | ||||||
Deerfield | Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Loan and security agreement | $ 5,000 | $ 5,000,000 | |||||
Deerfield | Vatera | Term Loan | Facility Agreement Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Change in allowable ownership interest, not signifying change in control | 50.00% | ||||||
Deerfield | Debt Covenant, Period One | Term Loan | Facility Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt covenant, minimum revenue requirement | $ 63,750,000 | ||||||
Debt instrument covenant, minimum cash balance requirement | 40,000,000 | ||||||
Deerfield | Debt Covenant, Period Two | Term Loan | Facility Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt covenant, minimum revenue requirement | 85,000,000 | ||||||
Debt instrument covenant, minimum cash balance requirement | $ 25,000,000 | ||||||
Deerfield | Disbursement Option | Facility Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of convertible notes | 14.75% | ||||||
Deerfield | Disbursement Option | Facility Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, disbursement | $ 50,000,000 | ||||||
Debt covenant, minimum revenue requirement | 75,000,000 | ||||||
Deerfield | Common Stock | Term Loan | Facility Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds received from notes payable | $ 190,000,000 |
Financing Arrangements - Conver
Financing Arrangements - Conversion Right (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 14, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||||
Fair value of conversion right | $ 18,215 | $ 5,752 | ||
Decrease in fair value | 624 | |||
Loss on extinguishment of debt | 346 | $ 2,595 | ||
Expected volatility | Conversion liability | ||||
Debt Instrument [Line Items] | ||||
Conversion right liability, fair value input | 80.00% | |||
Estimated yield | Conversion liability | ||||
Debt Instrument [Line Items] | ||||
Conversion right liability, fair value input | 20.60% | |||
Conversion liability | ||||
Debt Instrument [Line Items] | ||||
Fair value of conversion right | 12,236 | $ 18,962 | ||
Decrease in fair value | (6,726) | |||
Decrease in fair value | 0 | |||
Other Income | Conversion liability | ||||
Debt Instrument [Line Items] | ||||
Decrease in fair value | 6,000 | |||
Loss On Extinguishment Of Debt | Conversion liability | ||||
Debt Instrument [Line Items] | ||||
Decrease in fair value | 726 | |||
Convertible Subordinated Debt | Deerfield | Deerfield Convertible Loan | ||||
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | 346 | |||
Debt amount converted | $ 2,833 | |||
Debt instrument, issued price per share (usd per share) | $ 5.15 | |||
Converted instrument, shares issued (in shares) | 550,000 |
Financing Arrangements - Term L
Financing Arrangements - Term Loan (Details) - USD ($) | Jan. 14, 2019 | Feb. 28, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Feb. 22, 2019 | Dec. 31, 2018 | Jan. 05, 2018 |
Debt Instrument [Line Items] | |||||||
Noncurrent notes payable | $ 91,397,000 | $ 110,476,000 | |||||
Facility Agreement Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Total future cash payments | 150,739,000 | ||||||
Accretion expense | 71,088,000 | ||||||
Debt amount converted | 1,694,000 | ||||||
Senior Subordinated Convertible Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Total future cash payments | 93,741,000 | ||||||
Accretion expense | (14,694,000) | ||||||
Term Loan | Facility Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument exit fee percentage | 2.00% | ||||||
Term Loan | Facility Agreement Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument exit fee percentage | 4.00% | ||||||
Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of convertible notes | 5.00% | ||||||
January 1 - March 31, 2019 | Facility Agreement Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Total future cash payments | 0 | ||||||
Accretion expense | 1,962,000 | ||||||
Debt amount converted | 1,694,000 | ||||||
Noncurrent notes payable | 87,123,000 | $ 110,476,000 | |||||
January 1 - March 31, 2019 | Senior Subordinated Convertible Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Total future cash payments | 0 | ||||||
Accretion expense | (1,370,000) | ||||||
Noncurrent notes payable | 69,536,000 | $ 66,624,000 | |||||
Deerfield | Term Loan | Facility Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument exit fee percentage | 2.00% | ||||||
Total future cash payments | $ 153,685,000 | (150,739,000) | |||||
Loan and security agreement | 147,774,000 | 144,941,000 | |||||
Debt instrument exit fee | $ 5,911,000 | $ 5,798,000 | |||||
Percentage of convertible notes | 11.75% | ||||||
Deerfield | Term Loan | Facility Agreement Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument exit fee percentage | 4.00% | 4.00% | |||||
Effective interest rate | 30.00% | ||||||
Interest expense | $ 4,229,000 | $ 4,196,000 | |||||
Accretion expense | 1,962,000 | $ 1,124,000 | |||||
Percentage of convertible notes | 11.75% | ||||||
Deerfield | Convertible Subordinated Debt | Deerfield Convertible Loan | |||||||
Debt Instrument [Line Items] | |||||||
Loan and security agreement | $ 74,000,000 | ||||||
Debt amount converted | 2,833,000 | ||||||
Discounted value of amount converted | $ (1,694,000) | ||||||
Deerfield | Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Loan and security agreement | $ 5,000,000 | $ 5,000 | |||||
Effective interest rate | 8.60% | ||||||
Noncurrent notes payable | $ 4,274,000 |
Financing Arrangements - Schedu
Financing Arrangements - Schedule of Accretion of Deerfield Principal Term Loan and Future Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Feb. 22, 2019 | Jan. 14, 2019 | Dec. 31, 2018 | |
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | $ 110,476 | |||
Ending Balance | 91,397 | |||
Total liabilities at fair value | 18,215 | $ 5,752 | ||
Senior Subordinated Convertible Loan Agreement | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Accretion Expense | (14,694) | |||
Principal Payments and Exit Fee | (93,741) | |||
Senior Subordinated Convertible Loan Agreement | January 5 - December 31, 2018 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 66,234 | |||
Accretion Expense | (179) | |||
Principal Payments and Exit Fee | 0 | |||
Ending Balance | 66,624 | |||
Senior Subordinated Convertible Loan Agreement | January 1 - March 31, 2019 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 66,624 | |||
Accretion Expense | (1,370) | |||
Principal Payments and Exit Fee | 0 | |||
Ending Balance | 69,536 | |||
Senior Subordinated Convertible Loan Agreement | April 1 - December 31, 2019 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 69,536 | |||
Accretion Expense | (2,037) | |||
Principal Payments and Exit Fee | 0 | |||
Ending Balance | 73,671 | |||
Senior Subordinated Convertible Loan Agreement | Year Ending December 31, 2020 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 73,671 | |||
Accretion Expense | (2,296) | |||
Principal Payments and Exit Fee | 0 | |||
Ending Balance | 78,113 | |||
Senior Subordinated Convertible Loan Agreement | Year Ending December 31, 2021 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 78,113 | |||
Accretion Expense | (2,586) | |||
Principal Payments and Exit Fee | 0 | |||
Ending Balance | 82,899 | |||
Senior Subordinated Convertible Loan Agreement | Year Ending December 31, 2022 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 82,899 | |||
Accretion Expense | (2,905) | |||
Principal Payments and Exit Fee | 0 | |||
Ending Balance | 88,061 | |||
Senior Subordinated Convertible Loan Agreement | Year Ending December 31, 2023 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 88,061 | |||
Accretion Expense | (3,264) | |||
Principal Payments and Exit Fee | 0 | |||
Ending Balance | 93,646 | |||
Senior Subordinated Convertible Loan Agreement | Year Ending December 31, 2024 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 93,646 | |||
Accretion Expense | (57) | |||
Principal Payments and Exit Fee | (93,741) | |||
Ending Balance | 0 | |||
Facility Agreement Amendment | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Record Conversion Right and Issuance Costs | (23,621) | |||
Accretion Expense | 71,088 | |||
Principal Payments and Exit Fee | (150,739) | |||
Conversion | (1,694) | |||
Facility Agreement Amendment | January 5 - December 31, 2018 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 104,966 | |||
Accretion Expense | 5,510 | |||
Principal Payments and Exit Fee | 0 | |||
Conversion | 0 | |||
Ending Balance | 110,476 | |||
Facility Agreement Amendment | January 1 - March 31, 2019 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 110,476 | |||
Record Conversion Right and Issuance Costs | (23,621) | |||
Accretion Expense | 1,962 | |||
Principal Payments and Exit Fee | 0 | |||
Conversion | (1,694) | |||
Ending Balance | 87,123 | |||
Debt issaunce costs | $ 4,659 | |||
Additional debt issuance costs incurred | 408 | |||
Facility Agreement Amendment | April 1 - December 31, 2019 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 87,123 | |||
Accretion Expense | 7,734 | |||
Principal Payments and Exit Fee | 0 | |||
Conversion | 0 | |||
Ending Balance | 94,857 | |||
Facility Agreement Amendment | Year Ending December 31, 2020 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 94,857 | |||
Accretion Expense | 13,284 | |||
Principal Payments and Exit Fee | 0 | |||
Conversion | 0 | |||
Ending Balance | 108,141 | |||
Facility Agreement Amendment | Year Ending December 31, 2021 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 108,141 | |||
Accretion Expense | 18,044 | |||
Principal Payments and Exit Fee | 0 | |||
Conversion | 0 | |||
Ending Balance | 126,185 | |||
Facility Agreement Amendment | Year Ending December 31, 2022 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 126,185 | |||
Accretion Expense | 17,459 | |||
Principal Payments and Exit Fee | (69,089) | |||
Conversion | 0 | |||
Ending Balance | 74,555 | |||
Facility Agreement Amendment | Year Ending December 31, 2023 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 74,555 | |||
Accretion Expense | 7,079 | |||
Principal Payments and Exit Fee | (75,370) | |||
Conversion | 0 | |||
Ending Balance | 6,264 | |||
Facility Agreement Amendment | Year Ending December 31, 2024 | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Beginning Balance | 6,264 | |||
Accretion Expense | 16 | |||
Principal Payments and Exit Fee | (6,280) | |||
Conversion | 0 | |||
Ending Balance | 0 | |||
Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Debt issaunce costs | 1,775 | |||
Deerfield | Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Ending Balance | 4,274 | |||
Debt issaunce costs | $ 4,251 | |||
Conversion liability | ||||
Accretion and Future Payments of Term Loan [Roll Forward] | ||||
Total liabilities at fair value | $ 12,236 | $ 18,962 |
Financing Arrangements - Vatera
Financing Arrangements - Vatera Loan Agreement (Details) | Jul. 10, 2019USD ($) | Feb. 22, 2019USD ($) | Jul. 31, 2019USD ($) | Feb. 28, 2019USD ($) | Jul. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)$ / shares | Jan. 14, 2019USD ($) | Jan. 05, 2018$ / shares |
Debt Instrument [Line Items] | |||||||||||
Proceeds from the issuance of convertible promissory notes | $ 75,000,000 | $ 0 | |||||||||
Noncurrent notes payable | 91,397,000 | $ 110,476,000 | |||||||||
Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line credit maximum borrowing capacity | $ 135,000,000 | ||||||||||
Debt instrument stated percentage | 5.00% | ||||||||||
Interest paid in cash, percentage | 50.00% | ||||||||||
Interest paid in kind, percentage | 50.00% | ||||||||||
Initial conversion rate | 0.00125 | ||||||||||
Debt instrument conversion ratio | 100 | ||||||||||
Debt instrument, issued price per share (usd per share) | $ / shares | $ 8 | ||||||||||
Proceeds from issuance of debt | $ 75,000,000 | $ 75,000,000 | |||||||||
Line of credit facility amount outstanding | 80,000 | ||||||||||
Convertible debt, fair value | 63,758,000 | ||||||||||
Unamortized debt issuance costs | 11,242,000 | ||||||||||
Debt issaunce costs | 1,775,000 | ||||||||||
Fair value of long term debt | 66,234,000 | ||||||||||
Long-term debt, gross | 80,000,000 | 80,000 | |||||||||
Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument exit fee percentage | 1.00% | ||||||||||
Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument exit fee percentage | 3.00% | ||||||||||
Deerfield | Facility Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, issued price per share (usd per share) | $ / shares | $ 67.5 | ||||||||||
Deerfield | Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loan and security agreement | 5,000 | $ 5,000,000 | |||||||||
Unamortized debt issuance costs | 749,000 | ||||||||||
Debt issaunce costs | 4,251,000 | ||||||||||
Interim exit fee | $ 928,000 | ||||||||||
Effective interest rate | 8.60% | ||||||||||
Fair value of long term debt | 4,000 | ||||||||||
Long-term debt, gross | 5,000 | ||||||||||
Noncurrent notes payable | 4,274,000 | ||||||||||
Vatera | Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issaunce costs | $ 1,775,000 | ||||||||||
Fair value of long term debt | 62,000 | ||||||||||
Noncurrent notes payable | 62,350,000 | ||||||||||
Scenario, Forecast | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from the issuance of convertible promissory notes | $ 35,000,000 | $ 25,000,000 | |||||||||
Scenario, Forecast | Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of debt | $ 60,000,000 | ||||||||||
Scenario, Forecast | Convertible Subordinated Debt | Senior subordinated convertible loan agreement, final tranche | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from the issuance of convertible promissory notes | $ 35,000,000 | ||||||||||
Revolving credit facility | Convertible Subordinated Debt | Facility Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Working capital revolver required, for final tranche of loans to be issued | 10,000,000 | ||||||||||
Revolving credit facility | Scenario, Forecast | Facility Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line credit maximum borrowing capacity | $ 20,000,000 | $ 20,000,000 | |||||||||
January 5 - December 31, 2018 | Senior Subordinated Convertible Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Noncurrent notes payable | $ 66,624,000 | $ 66,234,000 | |||||||||
Expected volatility | Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, measurement input | 0.76 | ||||||||||
Estimated yield | Convertible Subordinated Debt | Senior Subordinated Convertible Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, measurement input | 0.298 |
Financing Arrangements - Sche_2
Financing Arrangements - Schedule of Convertible Loans on Initial Draw Date (Details) - Convertible Subordinated Debt - Senior Subordinated Convertible Loan Agreement - USD ($) | Mar. 31, 2019 | Feb. 22, 2019 |
Debt Instrument [Line Items] | ||
Principal amount of Convertible Loans | $ 80,000 | $ 80,000,000 |
Discount and related capital contribution associated with below market terms of Convertible Loans | (11,242,000) | |
Debt issue costs | (1,775,000) | |
Long-term debt | 66,234,000 | |
Deerfield | ||
Debt Instrument [Line Items] | ||
Principal amount of Convertible Loans | $ 5,000 | |
Discount and related capital contribution associated with below market terms of Convertible Loans | (749,000) | |
Debt issue costs | $ (4,251,000) |
Financing Arrangements - Sche_3
Financing Arrangements - Schedule of Accretion of Vatera Principal Term Loan and Future Payments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Accretion and Future Payments of Term Loan [Roll Forward] | |
Beginning Balance | $ 110,476 |
Ending Balance | 91,397 |
Senior Subordinated Convertible Loan Agreement | |
Accretion and Future Payments of Term Loan [Roll Forward] | |
Paid-in-Kind Interest | 12,813 |
Accretion Expense | 14,694 |
Principal Payments and Exit Fee | (93,741) |
Senior Subordinated Convertible Loan Agreement | February 25 - March 31, 2019 | |
Accretion and Future Payments of Term Loan [Roll Forward] | |
Beginning Balance | 66,234 |
Paid-in-Kind Interest | 211 |
Accretion Expense | 179 |
Principal Payments and Exit Fee | 0 |
Ending Balance | 66,624 |
Senior Subordinated Convertible Loan Agreement | April 1 - December 31, 2019 | |
Accretion and Future Payments of Term Loan [Roll Forward] | |
Beginning Balance | 66,624 |
Paid-in-Kind Interest | 1,542 |
Accretion Expense | 1,370 |
Principal Payments and Exit Fee | 0 |
Ending Balance | 69,536 |
Senior Subordinated Convertible Loan Agreement | Year Ending December 31, 2020 | |
Accretion and Future Payments of Term Loan [Roll Forward] | |
Beginning Balance | 69,536 |
Paid-in-Kind Interest | 2,098 |
Accretion Expense | 2,037 |
Principal Payments and Exit Fee | 0 |
Ending Balance | 73,671 |
Senior Subordinated Convertible Loan Agreement | Year Ending December 31, 2021 | |
Accretion and Future Payments of Term Loan [Roll Forward] | |
Beginning Balance | 73,671 |
Paid-in-Kind Interest | 2,146 |
Accretion Expense | 2,296 |
Principal Payments and Exit Fee | 0 |
Ending Balance | 78,113 |
Senior Subordinated Convertible Loan Agreement | Year Ending December 31, 2022 | |
Accretion and Future Payments of Term Loan [Roll Forward] | |
Beginning Balance | 78,113 |
Paid-in-Kind Interest | 2,200 |
Accretion Expense | 2,586 |
Principal Payments and Exit Fee | 0 |
Ending Balance | 82,899 |
Senior Subordinated Convertible Loan Agreement | Year Ending December 31, 2023 | |
Accretion and Future Payments of Term Loan [Roll Forward] | |
Beginning Balance | 82,899 |
Paid-in-Kind Interest | 2,257 |
Accretion Expense | 2,905 |
Principal Payments and Exit Fee | 0 |
Ending Balance | 88,061 |
Senior Subordinated Convertible Loan Agreement | Year Ending December 31, 2024 | |
Accretion and Future Payments of Term Loan [Roll Forward] | |
Beginning Balance | 88,061 |
Paid-in-Kind Interest | 2,321 |
Accretion Expense | 3,264 |
Principal Payments and Exit Fee | 0 |
Ending Balance | 93,646 |
Senior Subordinated Convertible Loan Agreement | Year Ending December 31, 2025 | |
Accretion and Future Payments of Term Loan [Roll Forward] | |
Beginning Balance | 93,646 |
Paid-in-Kind Interest | 38 |
Accretion Expense | 57 |
Principal Payments and Exit Fee | (93,741) |
Ending Balance | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 14, 2019 | Dec. 31, 2018 |
Assets: | |||
Total assets at fair value | $ 33,068 | $ 32,883 | |
Liabilities: | |||
Total liabilities at fair value | (18,215) | (5,752) | |
Royalty liability in deferred purchase price | |||
Liabilities: | |||
Total liabilities at fair value | (1,102) | (1,006) | |
Royalty liability in contingent consideration | |||
Liabilities: | |||
Total liabilities at fair value | (4,854) | (4,708) | |
Warrant liability | |||
Liabilities: | |||
Total liabilities at fair value | (23) | (38) | |
Conversion liability | |||
Liabilities: | |||
Total liabilities at fair value | (12,236) | $ (18,962) | |
Money Market Funds | |||
Assets: | |||
Total assets at fair value | 33,068 | 32,883 | |
Level 1 | |||
Assets: | |||
Total assets at fair value | 33,068 | 32,883 | |
Liabilities: | |||
Total liabilities at fair value | 0 | 0 | |
Level 1 | Royalty liability in deferred purchase price | |||
Liabilities: | |||
Total liabilities at fair value | 0 | 0 | |
Level 1 | Royalty liability in contingent consideration | |||
Liabilities: | |||
Total liabilities at fair value | 0 | 0 | |
Level 1 | Warrant liability | |||
Liabilities: | |||
Total liabilities at fair value | 0 | 0 | |
Level 1 | Conversion liability | |||
Liabilities: | |||
Total liabilities at fair value | 0 | ||
Level 1 | Money Market Funds | |||
Assets: | |||
Total assets at fair value | 33,068 | 32,883 | |
Level 2 | |||
Assets: | |||
Total assets at fair value | 0 | 0 | |
Liabilities: | |||
Total liabilities at fair value | 0 | 0 | |
Level 2 | Royalty liability in deferred purchase price | |||
Liabilities: | |||
Total liabilities at fair value | 0 | 0 | |
Level 2 | Royalty liability in contingent consideration | |||
Liabilities: | |||
Total liabilities at fair value | 0 | 0 | |
Level 2 | Warrant liability | |||
Liabilities: | |||
Total liabilities at fair value | 0 | 0 | |
Level 2 | Conversion liability | |||
Liabilities: | |||
Total liabilities at fair value | 0 | ||
Level 2 | Money Market Funds | |||
Assets: | |||
Total assets at fair value | 0 | 0 | |
Level 3 | |||
Assets: | |||
Total assets at fair value | 0 | 0 | |
Liabilities: | |||
Total liabilities at fair value | (18,215) | (5,752) | |
Level 3 | Royalty liability in deferred purchase price | |||
Liabilities: | |||
Total liabilities at fair value | (1,102) | (1,006) | |
Level 3 | Royalty liability in contingent consideration | |||
Liabilities: | |||
Total liabilities at fair value | (4,854) | (4,708) | |
Level 3 | Warrant liability | |||
Liabilities: | |||
Total liabilities at fair value | (23) | (38) | |
Level 3 | Conversion liability | |||
Liabilities: | |||
Total liabilities at fair value | (12,236) | ||
Level 3 | Money Market Funds | |||
Assets: | |||
Total assets at fair value | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Assets and Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value at December 31, 2018 | $ (5,752) |
Accretion Recorded in Interest Expense | (624) |
Change in Unrealized Gains (Losses) | 6,015 |
(Issuances) Settlements, Net | (17,854) |
Net Transfer Between Liabilities | 0 |
Fair Value at March 31, 2019 | (18,215) |
Royalty liability in deferred purchase price | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value at December 31, 2018 | (1,006) |
Accretion Recorded in Interest Expense | (176) |
Change in Unrealized Gains (Losses) | 0 |
(Issuances) Settlements, Net | 382 |
Net Transfer Between Liabilities | (302) |
Fair Value at March 31, 2019 | (1,102) |
Royalty liability in contingent consideration | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value at December 31, 2018 | (4,708) |
Accretion Recorded in Interest Expense | (448) |
Change in Unrealized Gains (Losses) | 0 |
(Issuances) Settlements, Net | 0 |
Net Transfer Between Liabilities | 302 |
Fair Value at March 31, 2019 | (4,854) |
Warrant liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value at December 31, 2018 | (38) |
Accretion Recorded in Interest Expense | 0 |
Change in Unrealized Gains (Losses) | 15 |
(Issuances) Settlements, Net | 0 |
Net Transfer Between Liabilities | 0 |
Fair Value at March 31, 2019 | (23) |
Conversion liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value at December 31, 2018 | 0 |
Accretion Recorded in Interest Expense | 0 |
Change in Unrealized Gains (Losses) | 6,000 |
(Issuances) Settlements, Net | (18,236) |
Net Transfer Between Liabilities | 0 |
Fair Value at March 31, 2019 | $ (12,236) |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | Jan. 01, 2019USD ($) | Mar. 31, 2019USD ($)lease | Mar. 31, 2019USD ($)lease | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
Lessor, Lease, Description [Line Items] | |||||
Number of leases | lease | 3 | 3 | |||
Discount rate, percent | 15.00% | 15.00% | |||
Operating lease, impairment | $ 1,942 | ||||
Operating lease, liability | $ 7,411 | $ 6,644 | $ 6,644 | ||
Early lease termination fee | 462 | ||||
Gain on termination of lease | $ 792 | ||||
Future minimum payments due under topic 840 | $ 8,568 | ||||
Weighted average remaining lease term | 3 years 8 months 12 days | 3 years 8 months 12 days | |||
Operating lease cost, Topic 842 | $ 474 | ||||
Operating lease cost, Topic 840 | $ 333 | ||||
Minimum | |||||
Lessor, Lease, Description [Line Items] | |||||
Lease renewal term | 3 years | 3 years | |||
Maximum | |||||
Lessor, Lease, Description [Line Items] | |||||
Lease renewal term | 5 years | 5 years | |||
CONNECTICUT | |||||
Lessor, Lease, Description [Line Items] | |||||
Operating lease, liability | $ 462 | $ 462 | |||
NORTH CAROLINA | |||||
Lessor, Lease, Description [Line Items] | |||||
Operating lease, liability | $ 521 | $ 521 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Assets | |||
Operating lease, right-of-use asset | $ 4,902 | $ 4,768 | $ 0 |
Liabilities | |||
Current | 2,558 | 0 | |
Noncurrent | 4,086 | $ 0 | |
Total operating lease liabilities | $ 6,644 | $ 7,411 |
Leases - Operating Lease Liabil
Leases - Operating Lease Liability Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2019 | $ 2,136 | |
2020 | 2,248 | |
2021 | 1,962 | |
2022 | 1,235 | |
2023 | 626 | |
After 2023 | 260 | |
Total operating lease payments | 8,467 | |
Less: Interest | (1,823) | |
Total operating lease liabilities | $ 6,644 | $ 7,411 |
Leases - Future Minimum Operati
Leases - Future Minimum Operating Lease Payments Under Topic 840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 2,348 |
2020 | 2,269 |
2021 | 1,827 |
2022 | 1,238 |
2023 | 624 |
2024 and thereafter | 262 |
Total operating lease payments | $ 8,568 |
Leases - Operating Lease Supple
Leases - Operating Lease Supplemental Cash Flow Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 621 |
Right of use assets obtained in exchange for lease obligations | $ 378 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options granted in the period (in shares) | 64,400 |
Shares reserved for future issuance (in shares) | 1,502,400 |
Number of equity instruments outstanding (in shares) | 658,532 |
Compensation, costs not yet recognized | $ | $ 8,969 |
Compensation, costs not yet recognized, recognition period | 3 years |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity instruments issued in the period (in shares) | 440,000 |
Number of equity instruments outstanding (in shares) | 450,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Outstanding | |
Number of shares (in shares) | shares | 658,532 |
Weighted-average remaining life | 8 years 4 months 24 days |
Weighted-average exercise price (in usd per share) | $ / shares | $ 52.74 |
Intrinsic value | $ | $ 0 |
Options Exercisable [Abstract] | |
Number of shares (in shares) | shares | 147,281 |
Weighted-average remaining life | 5 years 3 months 18 days |
Weighted-average exercise price (in usd per share) | $ / shares | $ 132.35 |
Intrinsic value | $ | $ 0 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | $ 892 | $ 955 |
Cost of goods sold | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | 0 | 125 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | 79 | 131 |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | $ 813 | $ 699 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0.00% | 0.00% |
Income tax expense | $ 0 | $ 0 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) | Feb. 22, 2018 |
Earnings Per Share [Abstract] | |
Reverse stock split, conversion ratio for awards | 0.2 |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding (in shares) | 1,875,212 | 1,224,007 |
Warrants outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding (in shares) | 766,680 | 770,486 |
Stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding (in shares) | 658,532 | 397,429 |
Restricted stock units outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average shares outstanding (in shares) | 450,000 | 56,092 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Mar. 28, 2019 | Dec. 18, 2018 | Dec. 03, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Apr. 23, 2019 |
Loss Contingencies [Line Items] | ||||||
Issuance of common shares | $ 75,000 | $ 8 | $ 3 | |||
Claim for damages sought by company | $ 68,300 | |||||
Damages sought | 30000 | |||||
Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Claim for damages sought by company | $ 80,000 | |||||
IDB | ||||||
Loss Contingencies [Line Items] | ||||||
Milestone payment payable | 30,000 | |||||
Medicines Company | IDB | ||||||
Loss Contingencies [Line Items] | ||||||
Deferred payments recorded at fair value | $ 25,000 |
Severance and Exit Costs - Summ
Severance and Exit Costs - Summary of Activity in Severance Accrual (Included In Accrued Expenses or Long-Term Liabilities on Condensed Consolidated Balance Sheets) (Details) - Employee Severance $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
December 31, 2018 | $ 9,767 |
Additional severance accruals (recorded in SG&A) | 974 |
Severance payments | (5,550) |
March 31, 2019 | $ 5,191 |
Severance and Exit Costs - Narr
Severance and Exit Costs - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||
Accrued expenses | $ 22,625 | $ 22,625 | $ 33,924 | |
Long-term liabilities | 10,225 | 10,225 | $ 7,444 | |
Early lease termination fee | 462 | |||
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accrued expenses | 5,120 | 5,120 | ||
Long-term liabilities | $ 71 | 71 | ||
Additional stock-based compensation expense related to acceleration of equity awards | $ 0 | $ 75 |
Uncategorized Items - mlnt-2019
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 10,008,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (1,942,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 10,008,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (1,942,000) |