Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 24, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36297 | |
Entity Registrant Name | Revance Therapeutics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0551645 | |
Entity Address, Address Line One | 7555 Gateway Boulevard | |
Entity Address, City or Town | Newark | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94560 | |
City Area Code | 510 | |
Local Phone Number | 742-3400 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | RVNC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 65,928,296 | |
Entity Central Index Key | 0001479290 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 363,511 | $ 171,160 |
Short-term investments | 130,532 | 118,955 |
Accounts receivable | 49 | 0 |
Inventories | 778 | 0 |
Prepaid expenses and other current assets | 7,901 | 6,487 |
Total current assets | 502,771 | 296,602 |
Property and equipment, net | 13,695 | 14,755 |
Intangible assets, net | 31,660 | 0 |
Operating lease right of use assets | 25,366 | 26,531 |
Restricted cash | 1,050 | 730 |
Other non-current assets | 1,639 | 1,669 |
TOTAL ASSETS | 576,181 | 340,287 |
CURRENT LIABILITIES | ||
Accounts payable | 6,603 | 8,010 |
Accruals and other current liabilities | 22,245 | 18,636 |
Deferred revenue, current portion | 12,255 | 7,911 |
Operating lease liabilities, current portion | 3,789 | 3,470 |
Derivative liability | 3,101 | 2,952 |
Derivative liability | 47,993 | 40,979 |
Convertible senior notes | 174,304 | 0 |
Deferred revenue, net of current portion | 74,295 | 47,948 |
Operating lease liabilities, net of current portion | 23,871 | 25,870 |
TOTAL LIABILITIES | 320,463 | 114,797 |
Commitments and Contingencies (Note 11) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred Stock, Value, Issued | 0 | 0 |
Common Stock, Value, Issued | 57 | 52 |
Additional paid-in capital | 1,222,271 | 1,069,639 |
Accumulated other comprehensive income | 117 | 3 |
Accumulated deficit | (966,727) | (844,204) |
TOTAL STOCKHOLDERS’ EQUITY | 255,718 | 225,490 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 576,181 | $ 340,287 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock authorized (shares) | 5,000,000 | 5,000,000 |
Convertible preferred stock issued (shares) | 0 | 0 |
Convertible preferred stock outstanding (shares) | 0 | 0 |
Common stock, par value (in dollar per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 95,000,000 | 95,000,000 |
Common stock, shares issued (in shares) | 57,313,556 | 52,374,735 |
Common stock, shares outstanding (in shares) | 57,313,556 | 52,374,735 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 299 | $ 0 | $ 357 | $ 278 |
Operating expenses: | ||||
Cost of revenue (exclusive of amortization) | 21 | 0 | 21 | 0 |
Research and development | 27,103 | 25,526 | 66,897 | 49,521 |
Selling, general and administrative | 29,606 | 13,596 | 50,830 | 26,506 |
Amortization | 674 | 0 | 674 | 0 |
Operating Costs and Expenses | 57,404 | 39,122 | 118,422 | 76,027 |
Loss from operations | (57,105) | (39,122) | (118,065) | (75,749) |
Interest income | 964 | 1,596 | 2,455 | 3,166 |
Interest expense | (4,256) | 0 | (6,404) | 0 |
Changes in fair value of derivative liability | (59) | 21 | (149) | (71) |
Other income (expense), net | (134) | 115 | (260) | (40) |
Loss before income taxes | (60,590) | (37,390) | (122,423) | (72,694) |
Income tax provision | 0 | 0 | (100) | 0 |
Net loss | (60,590) | (37,390) | (122,523) | (72,694) |
Unrealized gain (loss) and adjustment on securities included in net loss | (407) | 46 | 114 | 124 |
Comprehensive loss | (60,997) | (37,344) | (122,409) | (72,570) |
Basic and diluted net loss | $ (60,590) | $ (37,390) | $ (122,523) | $ (72,694) |
Basic and diluted net loss (in dollar per share) | $ (1.12) | $ (0.86) | $ (2.27) | $ (1.71) |
Basic and diluted weighted-average number of shares used in computing net loss per share (in shares) | 54,257,320 | 43,260,317 | 54,062,678 | 42,434,137 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Other Accumulated Comprehensive Gain (Loss) | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2018 | 0 | 36,975,203 | ||||
Beginning Balance at Dec. 31, 2018 | $ 0 | $ 37 | $ 830,368 | $ (8) | $ (684,775) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of restricted stock awards and performance stock awards, net of cancellation (in shares) | 391,023 | |||||
Issuance of common stock in connection with offerings (in shares) | 6,764,705 | |||||
Issuance of common stock in connection with offerings | $ 7 | 107,572 | ||||
Issuance of common stock upon exercise of stock options and warrants (in shares) | 8,240 | |||||
Issuance of common stock relating to employee stock purchase plan (in shares) | 35,166 | |||||
Net settlement of restricted stock awards for employee taxes (in shares) | (68,863) | |||||
Issuance of common stock upon exercise of stock options and warrants | 93 | |||||
Issuance of common stock relating to employee stock purchase plan | 387 | |||||
Stock-based compensation | 8,579 | |||||
Net settlement of restricted stock awards for employee taxes | (1,148) | |||||
Unrealized gain (loss) and adjustment on securities included in net loss | $ 124 | 124 | ||||
Net loss | $ (72,694) | (72,694) | ||||
Ending Balance (in shares) at Jun. 30, 2019 | 44,105,474 | 0 | 44,105,474 | |||
Ending Balance at Jun. 30, 2019 | $ 188,542 | $ 0 | $ 44 | 945,851 | 116 | (757,469) |
Beginning Balance (in shares) at Mar. 31, 2019 | 0 | 44,004,658 | ||||
Beginning Balance at Mar. 31, 2019 | $ 0 | $ 44 | 941,068 | 70 | (720,079) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of restricted stock awards and performance stock awards, net of cancellation (in shares) | 67,997 | |||||
Issuance of common stock upon exercise of stock options and warrants (in shares) | 5,416 | |||||
Issuance of common stock relating to employee stock purchase plan (in shares) | 35,166 | |||||
Net settlement of restricted stock awards for employee taxes (in shares) | (7,763) | |||||
Issuance of common stock upon exercise of stock options and warrants | 75 | |||||
Issuance of common stock relating to employee stock purchase plan | 387 | |||||
Stock-based compensation | 4,420 | |||||
Net settlement of restricted stock awards for employee taxes | (99) | |||||
Unrealized gain (loss) and adjustment on securities included in net loss | 46 | 46 | ||||
Net loss | $ (37,390) | (37,390) | ||||
Ending Balance (in shares) at Jun. 30, 2019 | 44,105,474 | 0 | 44,105,474 | |||
Ending Balance at Jun. 30, 2019 | $ 188,542 | $ 0 | $ 44 | 945,851 | 116 | (757,469) |
Beginning Balance (in shares) at Dec. 31, 2019 | 52,374,735 | 0 | 52,374,735 | |||
Beginning Balance at Dec. 31, 2019 | $ 225,490 | $ 0 | $ 52 | 1,069,639 | 3 | (844,204) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in connection with the Teoxane Agreement (in shares) | 2,500,000 | |||||
Issuance of common stock in connection with the Teoxane Agreement | $ 3 | 43,397 | ||||
Issuance of restricted stock awards and performance stock awards, net of cancellation (in shares) | 1,417,853 | |||||
Issuance of restricted stock awards and performance stock awards, net of cancellation | $ 1 | (1) | ||||
Issuance of common stock in connection with offerings (in shares) | 975,000 | |||||
Issuance of common stock in connection with offerings | $ 1 | 15,536 | ||||
Issuance of common stock upon exercise of stock options and warrants (in shares) | 76,794 | |||||
Issuance of common stock relating to employee stock purchase plan (in shares) | 48,661 | |||||
Net settlement of restricted stock awards for employee taxes (in shares) | (79,487) | |||||
Issuance of common stock upon exercise of stock options and warrants | 999 | |||||
Issuance of common stock relating to employee stock purchase plan | 671 | |||||
Equity component of convertible senior notes, net of transaction costs | 108,510 | |||||
Stock-based compensation | 13,897 | |||||
Capped call transactions | (28,865) | |||||
Net settlement of restricted stock awards for employee taxes | (1,512) | |||||
Unrealized gain (loss) and adjustment on securities included in net loss | 114 | 114 | ||||
Net loss | $ (122,523) | (122,523) | ||||
Ending Balance (in shares) at Jun. 30, 2020 | 57,313,556 | 0 | 57,313,556 | |||
Ending Balance at Jun. 30, 2020 | $ 255,718 | $ 0 | $ 57 | 1,222,271 | 117 | (966,727) |
Beginning Balance (in shares) at Mar. 31, 2020 | 0 | 57,026,154 | ||||
Beginning Balance at Mar. 31, 2020 | $ 0 | $ 57 | 1,213,931 | 524 | (906,137) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of restricted stock awards and performance stock awards, net of cancellation (in shares) | 220,799 | |||||
Issuance of common stock upon exercise of stock options and warrants (in shares) | 24,442 | |||||
Issuance of common stock relating to employee stock purchase plan (in shares) | 48,661 | |||||
Net settlement of restricted stock awards for employee taxes (in shares) | (6,500) | |||||
Issuance of common stock upon exercise of stock options and warrants | 427 | |||||
Issuance of common stock relating to employee stock purchase plan | 671 | |||||
Stock-based compensation | 7,353 | |||||
Net settlement of restricted stock awards for employee taxes | (111) | |||||
Unrealized gain (loss) and adjustment on securities included in net loss | (407) | (407) | ||||
Net loss | $ (60,590) | (60,590) | ||||
Ending Balance (in shares) at Jun. 30, 2020 | 57,313,556 | 0 | 57,313,556 | |||
Ending Balance at Jun. 30, 2020 | $ 255,718 | $ 0 | $ 57 | $ 1,222,271 | $ 117 | $ (966,727) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Payments of stock issuance costs | $ 337 | $ 521 |
Follow On Offering | ||
Payments of stock issuance costs | $ 44 | $ 521 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (122,523) | $ (72,694) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash in-process research and development | 11,184 | 0 |
Stock-based compensation | 13,897 | 8,579 |
Amortization of debt discount and issuance costs | 4,504 | 0 |
Depreciation and amortization | 2,152 | 1,418 |
Amortization of discount on investments | (1,111) | (1,481) |
Other non-cash operating activities | 240 | 338 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (49) | 27,000 |
Inventories | (778) | 0 |
Prepaid expenses and other current assets | (1,179) | (2,903) |
Operating lease right of use assets | 1,165 | (2,938) |
Other non-current assets | 30 | 853 |
Accounts payable | (1,099) | (321) |
Accruals and other liabilities | 4,052 | (914) |
Deferred revenue | 30,692 | (278) |
Operating lease liabilities | (1,679) | 2,637 |
Net cash used in operating activities | (60,502) | (40,704) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of investments | (159,412) | (164,970) |
Purchases of property and equipment | (1,113) | (1,459) |
Purchase of intangible assets | (118) | 0 |
Proceeds from maturities of investments | 132,000 | 117,000 |
Proceeds from sale of investments | 16,969 | 0 |
Net cash used in investing activities | (11,674) | (49,429) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible senior notes | 287,500 | 0 |
Proceeds from issuance of common stock in connection with offerings, net of commissions and discount | 15,581 | 108,100 |
Proceeds from the exercise of stock options, common stock warrants and employee stock purchase plan | 1,670 | 480 |
Payment of capped call transactions | (28,865) | 0 |
Payment of convertible senior notes transaction costs | (9,190) | 0 |
Net settlement of restricted stock awards for employee taxes | (1,512) | (1,148) |
Payment of offering costs | (337) | (521) |
Net cash provided by financing activities | 264,847 | 106,911 |
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 192,671 | 16,778 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period | 171,890 | 73,986 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period | 364,561 | 90,764 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | ||
Issuance of common stock in connection with the Teoxane Agreement | 43,400 | 0 |
Property and equipment purchases included in accounts payable and accruals | $ 159 | $ 1,408 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Summary of Significant Accounting Policies | The Company and Summary of Significant Accounting Policies The Company Revance Therapeutics, Inc. is a biotechnology company focused on innovative aesthetic and therapeutic offerings, including our next-generation neuromodulator product, DaxibotulinumtoxinA for Injection. DaxibotulinumtoxinA for Injection combines a proprietary stabilizing peptide excipient with a highly purified botulinum toxin that does not contain human or animal-based components. We have successfully completed a Phase 3 program for DaxibotulinumtoxinA for Injection in glabellar (frown) lines and are pursuing U.S. regulatory approval for DaxibotulinumtoxinA for Injection in 2020. We are also evaluating DaxibotulinumtoxinA for Injection in the full upper face, including glabellar lines, forehead lines and crow’s feet, as well as in three therapeutic indications — cervical dystonia, adult upper limb spasticity and plantar fasciitis. To accompany DaxibotulinumtoxinA for Injection, we own a unique portfolio of premium products and services for prestige U.S. aesthetics practices, including (i) the exclusive U.S. distribution rights of Resilient Hyaluronic Acid® (“RHA®”) Collection of dermal fillers, the first and only range of FDA-approved fillers for correction of dynamic facial wrinkles and folds, through an exclusive distribution agreement with Teoxane SA (“Teoxane”) and (ii) the Hint Inc. (“HintMD”) fintech platform, acquired in July 2020, which includes integrated smart payment, subscription and loyalty digital services. We have also partnered with Mylan N.V. to develop a biosimilar to BOTOX®, which would compete in the existing short-acting neuromodulator marketplace. We are dedicated to making a difference by transforming patient experiences. Since inception, we have devoted substantially all of our efforts to identifying and developing product candidates for the aesthetic and therapeutic pharmaceutical markets, recruiting personnel, raising capital, conducting preclinical and clinical development of, and manufacturing development for DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, the biosimilar to BOTOX®, and preparing the commercial launch of Teoxane’s RHA® Collection of dermal fillers. We have incurred losses and negative cash flows from operations. We have not generated substantial product revenue to date, and will continue to incur significant research and development and other expenses related to our ongoing operations. For three and six months ended June 30, 2020, we had a net loss of $60.6 million and $122.5 million. As of June 30, 2020, we had a working capital surplus of $454.8 million and an accumulated deficit of $966.7 million. In recent years, we have funded our operations primarily through a combination of issuance and sale of common stock and issuance of convertible senior notes. As of June 30, 2020, we had capital resources of $494.0 million consisting of cash and cash equivalents and short-term investments. We believe that our existing capital resources will fund the operating plan through at least the next 12 months following the issuance of this Form 10-Q, and may identify additional capital resources to fund our operations. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim periods presented. Our condensed consolidated balance sheets for the year ended December 31, 2019 was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”). The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2020, or any other future period. Our condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (“SEC”), on February 26, 2020. Our condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, and have been prepared in conformity with U.S. GAAP. We operate in one segment. Principles of Consolidation Our condensed consolidated financial statements include our accounts and our wholly-owned subsidiaries. All intercompany transactions have been eliminated. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, revenue recognition, deferred revenue classification, accruals including clinical trial costs, stock-based compensation, fair value of derivative liability, fair value of the liability component of the convertible senior notes, allocation of purchase consideration of asset acquisitions, and accounting for income taxes. We base these estimates on historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances. The worldwide continued spread of COVID-19 has caused a global slowdown of economic activity which has decreased demand for a broad variety of goods and services, including from our potential customers, while also disrupting sales channels and marketing activities for an unknown period of time until the disease is contained. We are unable to predict the future effect resulting from the COVID-19 pandemic on, for instance, clinical trials and product launch timing. As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our condensed consolidated financial statements. Intangible Assets, net Intangible assets acquired in asset acquisition are stated at cost, less accumulated amortization on the condensed consolidated balance sheets, and are amortized on a ratable basis over their useful life. Assets acquired as part of an asset acquisition that are considered to be in-process research and development are expensed unless there is an alternative future use in other research and development projects. Product Revenue To determine revenue recognition for arrangements that we determine are within the scope of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers , we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within the contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. We recognize revenue from product sales when control of the product transfers, generally upon delivery, to the Customer. Upon recognition of revenue from product sales, reserves are evaluated for applicable variable considerations, which may include expected product returns, customer incentives and discounts, certain distributor costs and chargebacks, and those amounts that are subject to probable significant reversal. Where appropriate, these estimates generally take into consideration a range of possible outcomes that are probability-weighted in accordance with the expected value method under ASC 606 for relevant factors. These factors include known historical data, known market events and trends, and/or forecasted customer buying and payment patterns. Overall, these reserves reflect our best estimates of the amount of consideration to which we are entitled based on the terms of the respective underlying contracts. Inventories Inventories consist of finished goods held for sale to the customer. Cost is determined using the first-in-first-out (FIFO) method. Inventory valuation reserves are established based on a number of factors including, but not limited to, finished goods not meeting product specifications, product excess and obsolescence, or application of the lower of cost or net realizable value concepts. The determination of events requiring the establishment of inventory valuation reserves, together with the calculation of the amount of such reserves may require judgment. No inventory valuation reserves have been recorded for any periods presented. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU” ) 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted. We adopted ASU 2018-15 on January 1, 2020 on a prospective basis. Recent Accounting Pronouncements The recent accounting pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Product Revenue For the three and six months ended June 30, 2020, product revenue of less than $0.1 million was recorded from an initial sale of the RHA® Collection of dermal fillers in connection with the PrevU Program in advance of our formal launch. Collaboration Revenue Mylan Collaboration and License Agreement Agreement Terms We entered into a collaboration agreement with Mylan Ireland Limited, a wholly-owned indirect subsidiary of Mylan N.V. (“Mylan”) in February 2018 (the “Mylan Collaboration”), pursuant to which we agreed to collaborate with Mylan exclusively, on a world-wide basis (excluding Japan), to develop, manufacture, and commercialize a biosimilar to the branded biologic product (onabotulinumtoxinA) marketed as BOTOX®. In August 2019, the Mylan Collaboration was amended to, among other things, revise the period of time for Mylan to decide whether to continue the development and commercialization of the biosimilar beyond the initial development plan (the “Continuation Decision”) to be on or before the later of (i) April 30, 2020 or (ii) 30 calendar days from the date that we provide Mylan with certain deliverables. Mylan provided us with written notice of its Continuation Decision in May 2020, and paid a $30 million milestone payment in connection with the Continuation Decision in June 2020. Mylan has paid us an aggregate of $60 million in non-refundable upfront fees as of June 30, 2020, and the agreement provides for additional remaining contingent payments of up to $70 million in the aggregate, upon the achievement of certain clinical and regulatory milestones and of specified, tiered sales milestones of up to $225 million. The payments do not represent a financing component for the transfer of goods or services. Revenue Recognition We re-evaluate the transaction price at each reporting period. We estimated the transaction price for the Mylan Collaboration using the most likely amount method. In order to determine the transaction price, we evaluated all of the payments to be received during the duration of the contract, which included milestones and consideration payable by Mylan. Other than the upfront payment, all other milestones and consideration we may earn under the Mylan Collaboration are subject to uncertainties related to development achievements, Mylan’s rights to terminate the agreement, and estimated effort for cost-sharing payments. Components of such estimated effort for cost-sharing payments include both internal and external costs. Consequently, the transaction price does not include any milestones and considerations that, if included, could result in a probable significant reversal of revenue when related uncertainties become resolved. Sales-based milestones and royalties are not included in the transaction price until the sales occur because the underlying value relates to the license and the license is the predominant feature in the Mylan Collaboration. As of June 30, 2020, the transaction price allocated to the unfulfilled performance obligations is $106.6 million. We recognize revenue and estimate deferred revenue based on the cost of services incurred over the total estimated cost of services to be provided for the development period. For revenue recognition purposes, the development period is estimated to extend through at least 2024. It is possible that this period will change and is assessed at each reporting date. For the three and six months ended June 30, 2020, we recognized revenue related to development services of less than $0.3 million and $0.3 million, respectively. For the three months ended June 30, 2019, we recognized no revenue as no development services were provided during this period, and for the six months ended June 30, 2019, we recognized revenue related to development services provided of $0.3 million. As of June 30, 2020 and December 31, 2019, we estimated short-term deferred revenue of $12.2 million and $7.9 million, respectively; and long-term deferred revenue of $43.3 million and $18.0 million, respectively. Fosun License Agreement Agreement Terms In December 2018, we entered into a license agreement (the “Fosun License Agreement”) with Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd., a wholly-owned subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd (“Fosun”), whereby we have granted Fosun the exclusive rights to develop and commercialize our proprietary DaxibotulinumtoxinA for Injection in mainland China, Hong Kong and Macau (the “Fosun Territory”) and certain sublicense rights. Fosun has paid us non-refundable upfront and other payments totaling $31.0 million before foreign withholding taxes. We are also eligible to receive (i) additional remaining contingent payments of up to $229.5 million upon the achievement of certain milestones based on (a) the approval of biologics license applications (“BLAs”) for certain aesthetic and therapeutic indications and (b) first calendar year net sales, and (ii) tiered royalty payments in low double digit to high teen percentages on annual net sales. The royalty percentages are subject to reduction in the event that (i) we do not have any valid and unexpired patent claims that cover the product in the Fosun Territory, (ii) biosimilars of the product are sold in the Fosun Territory or (iii) Fosun needs to pay compensation to third parties to either avoid patent infringement or market the product in the Fosun Territory. Revenue Recognition We estimated the transaction price for the Fosun License Agreement using the most likely amount method. We evaluated all of the variable payments to be received during the duration of the contract, which included payments from specified milestones, royalties, and estimated supplies to be delivered. We will re-evaluate the transaction price at each reporting period and upon a change in circumstances. As of June 30, 2020, the transaction price allocated to unfulfilled performance obligation is $31.0 million. No revenue has been recognized from the Fosun License Agreement for the three and six months ended June 30, 2020 and 2019. Substantially all payments received to date were included in long-term deferred revenue as of June 30, 2020 and December 31, 2019. |
Cash Equivalents and Short-Term
Cash Equivalents and Short-Term Investments | 6 Months Ended |
Jun. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash Equivalents and Short-Term Investments | Cash Equivalents and Short-Term Investments Our cash equivalents and short-term investments consist of money market funds, U.S. treasury securities, U.S. government agency obligations, commercial paper, and overnight repurchase agreements which are classified as available-for-sale securities. The following table is a summary of amortized cost, unrealized gains and losses, and fair value of our cash equivalents and short-term investments: June 30, 2020 December 31, 2019 Unrealized Unrealized in thousands Cost Gains Fair Value Cost Gains Losses Fair Value Money market funds $ 339,635 $ — $ 339,635 $ 136,258 $ — $ — $ 136,258 Commercial paper 61,295 — 25,243 77,082 — — 77,082 U.S. government agency obligations 43,937 57 43,994 5,993 2 (5) 5,990 U.S. treasury securities 25,183 60 61,295 48,349 6 — 48,355 Overnight repurchase agreements — — — 15,001 — — 15,001 Total cash equivalents and available-for-sale securities $ 470,050 $ 117 $ 470,167 $ 282,683 $ 8 $ (5) $ 282,686 Classified as: Cash equivalents $ 339,635 $ 163,731 Short-term investments 130,532 118,955 Total cash equivalents and available-for-sale securities $ 470,167 $ 282,686 As of June 30, 2020 and December 31, 2019, we have no other-than-temporary impairments on our available-for-sale securities and the contractual maturities of the available-for-sale securities are less than one-year. |
Filler Distribution Agreement
Filler Distribution Agreement | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Filler Distribution Agreement | Filler Distribution Agreement In January 2020, we entered into an exclusive distribution agreement (the “Teoxane Agreement”) with Teoxane SA (“Teoxane”), pursuant to which Teoxane granted us with the exclusive right to import, market, promote, sell and distribute Teoxane’s line of Resilient Hyaluronic Acid® (“RHA®”) Collection of dermal fillers in exchange for 2,500,000 shares of our common stock and certain other commitments by us. The Teoxane Agreement includes rights to (i) RHA® 2, RHA® 3 and RHA® 4 which have been approved by the FDA for the correction of moderate to severe dynamic facial wrinkles and folds in the currently approved indications, (ii) RHA® 1, which is currently in clinical trials for the treatment of perioral rhytids, and (iii) future hyaluronic acid filler advancements and products by Teoxane (collectively the “RHA® Collection of dermal fillers”) in the U.S. and U.S. territories and possessions. The Teoxane Agreement will be effective for a term of ten years upon product launch and may be extended for two years upon the mutual agreement of the parties. We are required to meet certain minimum purchase obligations and certain minimum expenditure requirements, which are discussed in Note 11 . If Teoxane pursues regulatory approval for RHA® Collection of dermal fillers for certain new indications or filler technologies, including innovations with respect to existing products in the U.S., we will be subject to certain specified cost-sharing arrangements for third party expenses incurred in achieving regulatory approval for such products. We will also have a right of first negotiation with respect to any cosmeceutical products that Teoxane wishes to distribute in the U.S, and Teoxane will have a right of first negotiation in connection with the distribution of DaxibotulinumtoxinA for Injection for aesthetic use, outside the U.S. and U.S. territories where Teoxane has an affiliate. The Teoxane Agreement is accounted for as an asset acquisition for the distribution rights of various approved and unapproved products and indications. The aggregate purchase consideration for the distribution rights is $43.5 million, consisting of the fair value of the 2,500,000 shares transferred to Teoxane and transaction costs. The purchase consideration is allocated to the underlying groups of approved and unapproved products based on their relative fair values, of which $11.2 million is allocated to certain unapproved products and future innovations, or in-process research and development assets, and is recognized as research and development expense on the condensed consolidated statements of operations and comprehensive loss. The remaining purchase consideration is allocated to the currently approved products and indications, and is recognized as an intangible asset on the condensed consolidated balance sheets. The intangible asset is amortized over approximately 4 years commenced upon the first delivery of the RHA® Collection of dermal fillers products from Teoxane in June 2020. The following table summarized the distribution rights: June 30, 2020 (in thousands) Initial Carrying Amount Accumulated Amortization Net Carrying Amount Distribution rights to approved products and indications $ 32,334 $ (674) $ 31,660 |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Derivative Liability | Derivative Liability In 2012, we entered into a settlement agreement in which we are obligated to pay $4.0 million upon achieving regulatory approval for DaxibotulinumtoxinA for Injection or DaxibotulinumtoxinA Topical. We determined that such payment was a derivative instrument that requires fair value accounting as a liability and periodic fair value remeasurement until settled. The fair value of the derivative liability was determined by estimating the timing and probability of the related regulatory approval and multiplying the payment amount by this probability percentage and a discount factor. As of June 30, 2020, the fair value of the derivative liability was $3.1 million, which was measured using a term of 0.4 years based on an expected BLA approval in 2020, a risk-free rate of 0.2% and a credit risk adjustment of 7.5%. As of December 31, 2019, the fair value of the derivative liability was $3.0 million, which was measured using a term of 0.9 years based on an expected BLA approval in 2020, a risk-free rate of 1.6% and a credit risk adjustment of 7.5%. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | InventoriesAs of June 30, 2020, our inventories of $0.8 million consisted of only finished goods, which are the purchased RHA® Collection of dermal fillers from Teoxane. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | LeasesWe have non-cancelable operating leases for facilities for research, manufacturing, and administrative functions, and equipment operating leases. As of June 30, 2020, the weighted average remaining lease term is 6.5 years. The monthly payments for the facility lease escalate over the facility lease term with the exception of a decrease in payments at the beginning of 2022. We have options to extend the facility operating leases for up to 14.0 years. Our lease contracts do not contain termination options, residual value guarantees or restrictive covenants. The operating lease costs are summarized as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2020 2019 2020 2019 Operating lease cost $ 1,425 $ 1,425 $ 2,850 $ 2,768 Variable lease cost (1) 272 298 349 588 Total operating lease costs $ 1,697 $ 1,723 $ 3,199 $ 3,356 (1) Variable lease cost includes management fees, common area maintenance, property taxes, and insurance, which are not included in the lease liabilities and are expensed as incurred. As of June 30, 2020, maturities of our operating lease liabilities are as follows: Year Ending December 31, (in thousands) 2020 remaining six months $ 3,372 2021 6,942 2022 5,464 2023 5,557 2024 5,733 2025 and thereafter 12,226 Total operating lease payments 39,294 Less imputed interest (1) (11,634) Present value of operating lease payments $ 27,660 (1) Our lease contracts do not provide a readily determinable implicit rate. The imputed interest was based on a weighted average discount rate of 12.0%, which represents the estimated incremental borrowing based on the information available at the adoption or commencement dates. Supplemental cash flow information related to the operating leases was as follows: Six Months Ended June 30, (in thousands) 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 3,363 $ 3,069 Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 3,890 |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior NotesOn February 14, 2020, we issued convertible senior notes that are due in 2027 (the “2027 Notes”) with an aggregate principal balance of $287.5 million, pursuant to an indenture, dated February 14, 2020, between Revance and U.S. Bank National Association, as trustee (the “Indenture”). The 2027 Notes are senior unsecured obligations and bear interest at a rate of 1.75% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020. The 2027 Notes will mature on February 15, 2027, unless earlier converted, redeemed or repurchased. In connection with issuing the 2027 Notes, we received $278.3 million in net proceeds, after deducting the initial purchasers’ discount, commissions, and other issuance costs. A portion of the net proceeds from the 2027 Notes were used to purchase the capped call transactions described below and the remainder will be used to fund expenses associated with commercial launch activities for both the RHA® Collection of dermal fillers and, if approved, DaxibotulinumtoxinA for Injection for glabellar lines, research and development, and other corporate activities. The 2027 Notes may be converted at any time by the holders prior to the close of business on the business day immediately preceding November 15, 2026 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2020 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the 2027 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after November 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2027 Notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The conversion rate will initially be 30.8804 shares of our common stock per $1,000 principal amount of the 2027 Notes (equivalent to an initial conversion price of approximately $32.38 per share of our common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2027 Notes in connection with such a corporate event or notice of redemption, as the case may be. We may not redeem the 2027 Notes prior to February 20, 2024. We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after February 20, 2024 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2027 Notes. If we undergo a fundamental change (as defined in the Indenture), holders may require us to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the 2027 Notes, we separated the 2027 Notes into liability and equity components. The carrying amount of the liability component was $175.4 million, which was calculated by using a discount rate of 9.5%, which was estimated to be our borrowing rate on the issuance date for a similar debt instrument without the conversion feature. The carrying amount of the equity component was $112.1 million, which represents the conversion option, and was determined by deducting the fair value of the liability component from the par value of the 2027 Notes. The equity component of the 2027 Notes is included in additional paid-in capital in the condensed consolidated balance sheets and will not be subsequently remeasured as long as it continues to meet the conditions for equity classification. The difference between the principal amount of the 2027 Notes and the liability component (the “debt discount”) is amortized to interest expense in the condensed consolidated statements of operations and comprehensive loss using the effective interest method over the term of the 2027 Notes. Total transaction costs for the issuance of the 2027 Notes were $9.2 million, consisting of initial purchasers’ discount, commissions, and other issuance costs. We allocated the total transaction costs proportionally to the liability and equity components. The transaction costs attributed to the liability component were $5.6 million, which were recorded as debt issuance costs (presented as contra debt in our condensed consolidated balance sheets) and are amortized to interest expense in the condensed consolidated statements of operations and comprehensive loss over the term of the 2027 Notes. The transaction costs attributed to the equity component were $3.6 million, which were included in additional paid-in capital. Interest expense relating to the 2027 Notes in the condensed consolidated statements of operations and comprehensive loss are summarized as follows: Three Months Ended Six Months Ended (in thousands) June 30, 2020 June 30, 2020 Contractual interest expense $ 1,258 $ 1,901 Amortization of debt discount (1) 2,909 4,370 Amortization of debt issuance costs (2) 90 134 Total interest expense $ 4,257 $ 6,405 (1) The effective interest rate on the liability component of the 2027 Notes was 9.5% for the three and six months ended June 30, 2020, which remained unchanged from the issuance date. As of June 30, 2020, the unamortized debt discount was $107.7 million, and will be amortized over 6.6 years. (2) As of June 30, 2020, the unamortized debt issuance cost for the 2027 Notes was $5.5 million on the condensed consolidated balance sheets. As of June 30, 2020, the convertible senior notes on the condensed consolidated balance sheets represented the carrying amount of the liability component of the 2027 Notes, net of unamortized debt discounts and debt issuance costs, which are summarized as follows: (in thousands) June 30, 2020 2027 Notes $ 287,500 Less: Unamortized debt discount and debt issuance costs (113,196) Carrying amount of 2027 Notes $ 174,304 Capped Call Transactions Concurrently with the 2027 Notes, we entered into capped call transactions with one of the initial purchasers and another financial institution (the “option counterparties”) and used $28.9 million of the net proceeds from the 2027 Notes to pay the cost of the capped call transactions. The capped call transactions are expected generally to reduce the potential dilutive effect upon conversion of the 2027 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2027 Notes, as the case may be, with such reduction and/or offset subject to a price cap of $48.88 of our common stock per share, which represents a premium of 100% over the last reported sale price of our common stock on February 10, 2020. The cap ped calls have an initial strike price of $32.38 per share, subject to certain adjustments, which corresponds to the conversion option strike price in the 2027 Notes. The capped call transactions cover, subject to anti-dilution adjustments, approximately 8.9 million shares of our common stock. The capped call transactions are separate transactions that we entered into with the option counterparties and are not part of the terms of the 2027 Notes. As the capped call transactions meet certain accounting criteria, the premium paid of $28.9 million was recorded as a reduction in additional paid-in capital in the condensed consolidated balance sheets, and will not be remeasured to fair value as long as the accounting criteria continue to be met. As of June 30, 2020, we had not purchased any shares under the capped call transactions. |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity and Stock-Based Compensation | Stockholders’ Equity and Stock-Based Compensation Common Stock Warrants As of December 31, 2019, warrants to purchase 34,113 shares of common stock were outstanding at an exercise price of $14.95 per share, which expired in May 2020. In February 2020, warrants to purchase 34,113 shares of common stock were net exercised for 11,134 shares of common stock. As of June 30, 2020, no common stock warrants were outstanding. 2014 Equity Incentive Plan (the “2014 EIP”) On January 1, 2020, the number of shares of common stock reserved for issuance under the 2014 EIP increased by 2,094,989 shares. For the six months ended June 30, 2020, 983,675 stock options and 1,501,125 restricted stock awards, including 215,000 performance stock awards, were granted under the 2014 EIP. As of June 30, 2020, 518,633 shares were available for issuance under the 2014 EIP. 2014 Inducement Plan (the “2014 IN”) For the six months ended June 30, 2020, no stock options or restricted stock awards were granted under the 2014 IN. As of June 30, 2020, 247,426 shares were available for issuance under the 2014 IN. 2014 Employee Stock Purchase Plan (the “2014 ESPP”) On January 1, 2020, the number of shares of common stock reserved for issuance under the 2014 ESPP increased by 300,000 shares. As of June 30, 2020, 1,655,344 shares were available for issuance under the 2014 ESPP. Net Loss per Share Our basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, which includes the vested restricted stock awards. The diluted net loss per share is calculated by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, underlying shares of convertible senior notes at the initial conversion price, outstanding stock options, outstanding common stock warrants, unvested restricted stock awards and performance stock awards, and shares of common stock expected to be purchased under 2014 ESPP are considered common stock equivalents, which were excluded from the computation of diluted net loss per share because including them would have been antidilutive. Common stock equivalents that were excluded from the computation of diluted net loss per share are presented as below: June 30, 2020 2019 Convertible senior notes 8,878,938 — Outstanding common stock options 5,475,879 4,438,894 Unvested restricted stock awards and performance stock awards 2,966,749 797,190 Outstanding common stock warrants — 34,113 Follow-On Public Offering In December 2019, we completed a follow-on public offering, pursuant to which we issued 6,500,000 shares of common stock at $17.00 per share for net proceeds of $103.6 million, after underwriting discounts, commissions and other offering expenses. In January 2020, the underwriters exercised their over-allotment option to purchase 975,000 additional shares of common stock at $17.00 per share for net proceeds of $15.6 million, after underwriting discounts, commissions and other offering expenses. At-The-Market Offering We are party to a controlled equity offering sales agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) (the “2018 ATM Agreement”), under which we may offer and sell common stock having aggregate proceeds of up to $125.0 million through Cantor Fitzgerald as our sales agent. Under the 2018 ATM Agreement, sales of common stock through Cantor Fitzgerald will be made by means of ordinary brokers’ transactions on the Nasdaq or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise agreed upon by us and Cantor Fitzgerald. From time to time, Cantor Fitzgerald may sell the common stock based upon our instructions, and we will pay a commission to Cantor Fitzgerald of up to 3.0% of the gross sales proceeds of any common stock sold through Cantor Fitzgerald. For the six months ended June 30, 2020, no common stock was sold under the 2018 ATM Agreement. Stock-based Compensation Stock-based compensation expense was allocated as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Research and development $ 2,584 $ 2,253 $ 5,026 $ 4,332 Selling, general and administrative 4,769 2,167 8,871 4,247 Total stock-based compensation $ 7,353 $ 4,420 $ 13,897 $ 8,579 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy: June 30, 2020 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 339,635 $ 339,635 $ — $ — U.S. treasury securities 25,243 25,243 — — Commercial paper 61,295 — 61,295 — U.S. government agency obligations 43,994 — 43,994 — Total assets measured at fair value $ 470,167 $ 364,878 $ 105,289 $ — Liabilities Derivative liability $ 3,101 $ — $ — $ 3,101 Total liabilities measured at fair value $ 3,101 $ — $ — $ 3,101 December 31, 2019 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 136,258 $ 136,258 $ — $ — U.S. treasury securities 48,355 48,355 — — Commercial paper 77,082 — 77,082 — Overnight repurchase agreements 15,001 — 15,001 — U.S. government agency obligations 5,990 — 5,990 — Total assets measured at fair value $ 282,686 $ 184,613 $ 98,073 $ — Liabilities Derivative liability $ 2,952 $ — $ — $ 2,952 Total liabilities measured at fair value $ 2,952 $ — $ — $ 2,952 For Level 1 investments, we use quoted prices in active markets for identical assets to determine the fair value. For Level 2 investments, we use quoted prices for similar assets sourced from certain third-party pricing services. The third-party pricing services generally utilize industry standard valuation models for which all significant inputs are observable, either directly or indirectly, to estimate the price or fair value of the securities. The primary input generally includes reported trade of or quotes on the same or similar securities. We do not make additional judgments or assumptions made to the pricing data sourced from the third-party pricing services. The following table summarizes the change in the fair value of our Level 3 financial instrument: (in thousands) Derivative Liability Fair value as of December 31, 2019 $ 2,952 Change in fair value 149 Fair value as of June 30, 2020 $ 3,101 The fair value of the derivative liability was determined by estimating the timing and probability of the related regulatory approval and multiplying the payment amount by this probability percentage and a discount factor based primarily on the estimated timing of the payment and a credit risk adjustment ( Note 5 ). Generally, increases or decreases in these unobservable inputs would result in a directionally similar impact to the fair value measurement of this derivative instrument. The significant unobservable inputs used in the fair value measurement of the product approval payment derivative are the expected timing and probability of the payments at the valuation date and the credit risk adjustment. The fair value of the 2027 Notes ( Note 8 ) was determined on the basis of market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy. We carry 2027 Notes at face value less unamortized debt discount and issuance costs on our condensed consolidated balance sheets and present the fair value for disclosure purposes only. As of June 30, 2020, the fair value of the 2027 Notes was $285.0 million. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Teoxane Agreement We are parties to the Teoxane Agreement ( Note 4 ), which will be effective for a term of ten years upon product launch and may be extended for two years upon the mutual agreement of the parties. We are required to meet certain minimum purchase obligations during each year of the term and are required to meet certain minimum expenditure requirements in connection with commercialization efforts unless prevented by certain conditions such as manufacturing delays. Either party may terminate the Teoxane Agreement in the event of the insolvency of, or a material breach by, the other party, including certain specified breaches that include the right for Teoxane to terminate the Teoxane Agreement for our failure to meet the minimum purchase requirements or commercialization expenditure during specified periods, or for our breach of the exclusivity obligations under the Teoxane Agreement. Other Purchase Commitments We are parties to a Technology Transfer, Validation and Commercial Fill/Finish Services Agreement with Ajinomoto Althea, Inc. dba Ajinomoto Bio-Pharma Services (“Althea”) (the “Althea Services Agreement”), under which Althea provides us a contract development and manufacturing organization, which allows us to have expanded capacity and a second source for drug product manufacturing in order to support a global launch of DaxibotulinumtoxinA for Injection. The initial term of the Althea Services Agreement expires in 2024, unless terminated sooner by either company and we have minimum purchase obligations based on our production forecasts. Other Contingencies We are obligated to pay $2.0 million milestone payment to a developer of botulinum toxin, List Biological Laboratories, Inc. (“List Laboratories”), when a certain regulatory milestone is achieved. As of June 30, 2020, the milestone had not been achieved. We are also obligated to pay royalties to List Laboratories on future sales of botulinum toxin products. We entered into an asset purchase agreement (the “BTRX Purchase Agreement”) with Botulinum Toxin Research Associates, Inc. (“BTRX”), under which we are obligated to pay up to $16.0 million to BTRX upon the satisfaction of milestones relating to our product revenue, intellectual property, and clinical and regulatory events. As of June 30, 2020, a one-time intellectual property development milestone liability of $1.0 million has been recorded in accruals on our condensed consolidated balance sheets. We entered into an agreement with BioSentinel, Inc. (“BioSentinel”), under which we in-license BioSentinel’s technology and expertise for research, development and manufacturing purposes. We are obligated to pay BioSentinel minimum quarterly use fees and a one-time milestone payment of $0.3 million when a certain regulatory approval is achieved. As of June 30, 2020, the milestone has not been achieved. Indemnification We have standard indemnification agreements in the ordinary course of business. Under these indemnification agreements, we indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to our technology. The term of these indemnification agreements is generally perpetual after the execution of the agreements. The maximum potential amount of future payments we are obligated to pay under these indemnification agreements is not determinable because it involves claims that may be made against us in the future but have not been made. We have not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. We have indemnification agreements with our directors and officers that may require us to indemnify them against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. For the six months ended June 30, 2020, no amounts associated with the indemnification agreements have been recorded. HintMD Loan Agreement On May 18, 2020, in connection with the HintMD Merger Agreement (as defined in Note 12 ), we entered into a Loan Agreement (“HintMD Loan Agreement”) with Hint, Inc. (“HintMD”), pursuant to which we agreed to advance to HintMD the aggregate amount of up to $14,391,759, (the “HintMD Loan”), with annual interest of 1.5%, to fund working capital. The HintMD Loan matures on September 6, 2026, provided that, if HintMD’s senior indebtedness is prepaid or converted into shares of its capital stock prior to March 5, 2026, then the maturity date will be the later of (i) one year following the termination of the HintMD Merger Agreement, or (ii) the date the senior indebtedness is prepaid or converted in full. The HintMD Loan will be forgiven if the HintMD Merger Agreement is terminated as a result of our willful and material breach, provided no change of control of HintMD has occurred prior to such date. As of June 30, 2020, no amounts have been advanced to HintMD. Immediately preceding the HintMD Acquisition on July 23, 2020 ( Note 12 ), HintMD’s senior indebtedness converted in full, thereby accelerating the maturity date of the HintMD Loan. As of July 23, 2020, no amounts had been advanced or were outstanding with HintMD. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events HintMD Acquisition On July 23, 2020 (the “Closing Date”), we completed our previously announced acquisition (the “HintMD Acquisition”) of HintMD, pursuant to that certain Agreement and Plan of Merger, dated as of May 18, 2020, (the “HintMD Merger Agreement”), by and among Revance, Heart Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Revance, HintMD, and Fortis Advisors LLC, a Delaware limited liability company, as the securityholders’ representative. HintMD is a private financial technology platform company working to improve the aesthetic experience for physicians and patients that is complementary to our product offerings and strategy. The HintMD Acquisition provides potential economic opportunities in a fragmented financial technology platform market, as well as potential synergies in both our commercial strategies and certain costs as we integrate. Each share of capital stock of HintMD (the “HintMD Capital Stock”) that was issued and outstanding immediately prior to the Closing Date was automatically cancelled and converted into the right to receive 0.3235 shares of our common stock. In addition, outstanding and unexercised options to purchase shares of HintMD common stock immediately prior to the Closing Date under the Hint, Inc. 2017 Equity Incentive Plan (the “HintMD Plan”), excluding options held by former employees or former service providers of HintMD, whether or not vested, were converted based on the a conversion ratio defined in the HintMD Merger Agreement into options to purchase our common stock, with the awards retaining the same vesting and other terms and conditions as in effect immediately prior to consummation of the HintMD Acquisition. The total number of shares of our common stock issued as consideration for the HintMD Acquisition was 8,572,213, including (i) 683,200 shares of our common stock which will be held in an escrow fund for purposes of satisfying any post-closing purchase price adjustments and indemnification claims under the HintMD Merger Agreement and (ii) converted options to purchase an aggregate of 801,600 shares of our common stock. Mark J. Foley, President, Chief Executive Officer and a director of Revance is a former director and equity holder of HintMD. The shares of HintMD Capital Stock beneficially owned by Mr. Foley prior to the Closing Date were automatically cancelled and converted into the right to receive shares of our common stock in accordance with the terms of the HintMD Merger Agreement. On July 23, 2020, in connection with the HintMD Acquisition, we increased the number of shares of common stock reserved for issuance under the 2014 IN by 1,089,400 shares. We also granted restricted stock awards for an aggregate of 784,496 shares of our common stock pursuant to the 2014 IN to certain former HintMD employees. Given the recent date of the HintMD Acquisition, we have not determined the preliminary purchase price for allocation of the fair value of the assets purchased and liabilities assumed in the transaction. |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim periods presented. Our condensed consolidated balance sheets for the year ended December 31, 2019 was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”). The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2020, or any other future period. Our condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (“SEC”), on February 26, 2020. |
Principles of Consolidation | Principles of Consolidation Our condensed consolidated financial statements include our accounts and our wholly-owned subsidiaries. All intercompany transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, revenue recognition, deferred revenue classification, accruals including clinical trial costs, stock-based compensation, fair value of derivative liability, fair value of the liability component of the convertible senior notes, allocation of purchase consideration of asset acquisitions, and accounting for income taxes. We base these estimates on historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances. The worldwide continued spread of COVID-19 has caused a global slowdown of economic activity which has decreased demand for a broad variety of goods and services, including from our potential customers, while also disrupting sales channels and marketing activities for an unknown period of time until the disease is contained. We are unable to predict the future effect resulting from the COVID-19 pandemic on, for instance, clinical trials and product launch timing. As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our condensed consolidated financial statements. |
Intangible Assets | Intangible Assets, net Intangible assets acquired in asset acquisition are stated at cost, less accumulated amortization on the condensed consolidated balance sheets, and are amortized on a ratable basis over their useful life. Assets acquired as part of an asset acquisition that are considered to be in-process research and development are expensed unless there is an alternative future use in other research and development projects. |
Product Revenue | Product Revenue To determine revenue recognition for arrangements that we determine are within the scope of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers , we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within the contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. We recognize revenue from product sales when control of the product transfers, generally upon delivery, to the Customer. Upon recognition of revenue from product sales, reserves are evaluated for applicable variable considerations, which may include expected product returns, customer incentives and discounts, certain distributor costs and chargebacks, and those amounts that are subject to probable significant reversal. Where appropriate, these estimates generally take into consideration a range of possible outcomes that are probability-weighted in accordance with the expected value method under ASC 606 for relevant factors. These factors include known historical data, known market events and trends, and/or forecasted |
Inventories | InventoriesInventories consist of finished goods held for sale to the customer. Cost is determined using the first-in-first-out (FIFO) method. Inventory valuation reserves are established based on a number of factors including, but not limited to, finished goods not meeting product specifications, product excess and obsolescence, or application of the lower of cost or net realizable value concepts. The determination of events requiring the establishment of inventory valuation reserves, together with the calculation of the amount of such reserves may require judgment. No inventory valuation reserves have been recorded for any periods presented. |
Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU” ) 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted. We adopted ASU 2018-15 on January 1, 2020 on a prospective basis. Recent Accounting Pronouncements The recent accounting pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. |
Cash Equivalents and Short-Te_2
Cash Equivalents and Short-Term Investments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-sale Securities | The following table is a summary of amortized cost, unrealized gains and losses, and fair value of our cash equivalents and short-term investments: June 30, 2020 December 31, 2019 Unrealized Unrealized in thousands Cost Gains Fair Value Cost Gains Losses Fair Value Money market funds $ 339,635 $ — $ 339,635 $ 136,258 $ — $ — $ 136,258 Commercial paper 61,295 — 25,243 77,082 — — 77,082 U.S. government agency obligations 43,937 57 43,994 5,993 2 (5) 5,990 U.S. treasury securities 25,183 60 61,295 48,349 6 — 48,355 Overnight repurchase agreements — — — 15,001 — — 15,001 Total cash equivalents and available-for-sale securities $ 470,050 $ 117 $ 470,167 $ 282,683 $ 8 $ (5) $ 282,686 Classified as: Cash equivalents $ 339,635 $ 163,731 Short-term investments 130,532 118,955 Total cash equivalents and available-for-sale securities $ 470,167 $ 282,686 |
Filler Distribution Agreement (
Filler Distribution Agreement (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table summarized the distribution rights: June 30, 2020 (in thousands) Initial Carrying Amount Accumulated Amortization Net Carrying Amount Distribution rights to approved products and indications $ 32,334 $ (674) $ 31,660 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Operating Lease Costs | The operating lease costs are summarized as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2020 2019 2020 2019 Operating lease cost $ 1,425 $ 1,425 $ 2,850 $ 2,768 Variable lease cost (1) 272 298 349 588 Total operating lease costs $ 1,697 $ 1,723 $ 3,199 $ 3,356 (1) Variable lease cost includes management fees, common area maintenance, property taxes, and insurance, which are not included in the lease liabilities and are expensed as incurred. |
Operating Lease Liability Maturities | As of June 30, 2020, maturities of our operating lease liabilities are as follows: Year Ending December 31, (in thousands) 2020 remaining six months $ 3,372 2021 6,942 2022 5,464 2023 5,557 2024 5,733 2025 and thereafter 12,226 Total operating lease payments 39,294 Less imputed interest (1) (11,634) Present value of operating lease payments $ 27,660 |
Supplemental Cash Flow Information | Supplemental cash flow information related to the operating leases was as follows: Six Months Ended June 30, (in thousands) 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 3,363 $ 3,069 Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 3,890 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt | Interest expense relating to the 2027 Notes in the condensed consolidated statements of operations and comprehensive loss are summarized as follows: Three Months Ended Six Months Ended (in thousands) June 30, 2020 June 30, 2020 Contractual interest expense $ 1,258 $ 1,901 Amortization of debt discount (1) 2,909 4,370 Amortization of debt issuance costs (2) 90 134 Total interest expense $ 4,257 $ 6,405 (1) The effective interest rate on the liability component of the 2027 Notes was 9.5% for the three and six months ended June 30, 2020, which remained unchanged from the issuance date. As of June 30, 2020, the unamortized debt discount was $107.7 million, and will be amortized over 6.6 years. (2) As of June 30, 2020, the unamortized debt issuance cost for the 2027 Notes was $5.5 million on the condensed consolidated balance sheets. As of June 30, 2020, the convertible senior notes on the condensed consolidated balance sheets represented the carrying amount of the liability component of the 2027 Notes, net of unamortized debt discounts and debt issuance costs, which are summarized as follows: (in thousands) June 30, 2020 2027 Notes $ 287,500 Less: Unamortized debt discount and debt issuance costs (113,196) Carrying amount of 2027 Notes $ 174,304 |
Stockholders' Equity and Stoc_2
Stockholders' Equity and Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Summary of Common Stock Equivalents Excluded from Computation of Diluted Net Income (Loss) Per Share | Common stock equivalents that were excluded from the computation of diluted net loss per share are presented as below: June 30, 2020 2019 Convertible senior notes 8,878,938 — Outstanding common stock options 5,475,879 4,438,894 Unvested restricted stock awards and performance stock awards 2,966,749 797,190 Outstanding common stock warrants — 34,113 |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense was allocated as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Research and development $ 2,584 $ 2,253 $ 5,026 $ 4,332 Selling, general and administrative 4,769 2,167 8,871 4,247 Total stock-based compensation $ 7,353 $ 4,420 $ 13,897 $ 8,579 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Instruments | The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy: June 30, 2020 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 339,635 $ 339,635 $ — $ — U.S. treasury securities 25,243 25,243 — — Commercial paper 61,295 — 61,295 — U.S. government agency obligations 43,994 — 43,994 — Total assets measured at fair value $ 470,167 $ 364,878 $ 105,289 $ — Liabilities Derivative liability $ 3,101 $ — $ — $ 3,101 Total liabilities measured at fair value $ 3,101 $ — $ — $ 3,101 December 31, 2019 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 136,258 $ 136,258 $ — $ — U.S. treasury securities 48,355 48,355 — — Commercial paper 77,082 — 77,082 — Overnight repurchase agreements 15,001 — 15,001 — U.S. government agency obligations 5,990 — 5,990 — Total assets measured at fair value $ 282,686 $ 184,613 $ 98,073 $ — Liabilities Derivative liability $ 2,952 $ — $ — $ 2,952 Total liabilities measured at fair value $ 2,952 $ — $ — $ 2,952 |
Summary of Changes in Fair Value of Financial Instruments | The following table summarizes the change in the fair value of our Level 3 financial instrument: (in thousands) Derivative Liability Fair value as of December 31, 2019 $ 2,952 Change in fair value 149 Fair value as of June 30, 2020 $ 3,101 |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies- Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)segment | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ (60,590) | $ (37,390) | $ (122,523) | $ (72,694) | |
Working capital surplus | 454,800 | 454,800 | |||
Accumulated deficit | (966,727) | (966,727) | $ (844,204) | ||
Cash, cash equivalents, and short-term investments | $ 494,000 | $ 494,000 | |||
Cash and cash equivalents, and investments, expected funding term for operating plan (in months) | 12 months | ||||
Number of operating segments | segment | 1 |
Revenue (Details)
Revenue (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Remaining performance obligation | $ 31,000,000 | $ 31,000,000 | $ 31,000,000 | ||||
Revenues | 299,000 | $ 0 | 357,000 | $ 278,000 | |||
Deferred revenue, current portion | 12,255,000 | 12,255,000 | 12,255,000 | $ 7,911,000 | |||
Deferred revenue, net of current portion | 74,295,000 | 74,295,000 | 74,295,000 | 47,948,000 | |||
Mylan | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Revenue | 30,000,000 | ||||||
Non-refundable upfront payment | 60,000,000 | 60,000,000 | 60,000,000 | ||||
Contingent payments | 70,000,000 | 70,000,000 | 70,000,000 | ||||
Revenue maximum for receipt of tiered milestone payments | 225,000,000 | ||||||
Remaining performance obligation | 106,600,000 | 106,600,000 | 106,600,000 | ||||
Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd. | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Contingent payments | $ 229,500,000 | ||||||
Contract with customer, liability, revenue recognized | 0 | 0 | 0 | 0 | |||
Product | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Revenue | 100,000 | ||||||
Development Services | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Revenues | 300,000 | $ 0 | 300,000 | $ 300,000 | |||
Deferred revenue, current portion | 12,200,000 | 12,200,000 | 12,200,000 | 7,900,000 | |||
Deferred revenue, net of current portion | $ 43,300,000 | $ 43,300,000 | $ 43,300,000 | $ 18,000,000 |
Cash Equivalents and Short-Te_3
Cash Equivalents and Short-Term Investments (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 470,050,000 | $ 282,683,000 |
Gains | 117,000 | 8,000 |
Losses | (5,000) | |
Fair Value | 470,167,000 | 282,686,000 |
Other-than-temporary impairments on available-for-sale securities | 0 | 0 |
Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 339,635,000 | 163,731,000 |
Short-term investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 130,532,000 | 118,955,000 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 339,635,000 | 136,258,000 |
Gains | 0 | 0 |
Losses | 0 | |
Fair Value | 339,635,000 | 136,258,000 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 61,295,000 | 77,082,000 |
Gains | 0 | 0 |
Losses | 0 | |
Fair Value | 25,243,000 | 77,082,000 |
U.S. government agency obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 43,937,000 | 5,993,000 |
Gains | 57,000 | 2,000 |
Losses | (5,000) | |
Fair Value | 43,994,000 | 5,990,000 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 25,183,000 | 48,349,000 |
Gains | 60,000 | 6,000 |
Losses | 0 | |
Fair Value | 61,295,000 | 48,355,000 |
Overnight repurchase agreements | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 0 | 15,001,000 |
Gains | 0 | 0 |
Losses | 0 | |
Fair Value | $ 0 | $ 15,001,000 |
Filler Distribution Agreement -
Filler Distribution Agreement - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Non-cash in-process research and development | $ 11,184 | $ 0 | |
Teoxane Agreement | |||
Finite-Lived Intangible Assets [Line Items] | |||
Stock issued during period, purchase of assets (in shares) | 2,500,000 | ||
Collaborative agreement, contractual period | 10 years | 10 years | |
Collaborative agreement, extended contractual period | 2 years | ||
Fair value of assets acquired | $ 43,500 |
Filler Distribution Agreement_2
Filler Distribution Agreement - Distributions Rights (Details) - Distribution Rights $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 4 years |
Initial Carrying Amount | $ 32,334 |
Accumulated Amortization | (674) |
Net Carrying Amount | $ 31,660 |
Derivative Liability - Addition
Derivative Liability - Additional Information (Detail) - Product Approval Payment Derivative - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Valeant Pharmaceuticals International, Inc. | ||
Settlement And Termination [Line Items] | ||
Nonrecurring milestone payment | $ 4 | |
Medicis Pharmaceutical Corporation | ||
Settlement And Termination [Line Items] | ||
Fair value of derivative | $ 3.1 | $ 3 |
Measurement Input, Expected Term | Medicis Pharmaceutical Corporation | ||
Settlement And Termination [Line Items] | ||
Fair value, measurement input, duration | 4 months 24 days | 10 months 24 days |
Measurement Input, Entity Credit Risk | Medicis Pharmaceutical Corporation | ||
Settlement And Termination [Line Items] | ||
Fair value, measurement input (percent) | 7.50% | 7.50% |
Measurement Input, Risk Free Interest Rate | Medicis Pharmaceutical Corporation | ||
Settlement And Termination [Line Items] | ||
Fair value, measurement input (percent) | 0.20% | 1.60% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 778 | $ 0 |
Leases (Details)
Leases (Details) | Jun. 30, 2020 |
Leases [Abstract] | |
Weighted average remaining lease term | 6 years 6 months |
Extended term of lease | 14 years |
Leases - Operating Lease Costs
Leases - Operating Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 1,425 | $ 1,425 | $ 2,850 | $ 2,768 |
Variable lease cost | 272 | 298 | 349 | 588 |
Total operating lease costs | $ 1,697 | $ 1,723 | $ 3,199 | $ 3,356 |
Leases - Operating Lease Liabil
Leases - Operating Lease Liability Maturities (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
2020 remaining six months | $ 3,372 |
2021 | 6,942 |
2022 | 5,464 |
2023 | 5,557 |
2024 | 5,733 |
2025 and thereafter | 12,226 |
Total operating lease payments | 39,294 |
Less imputed interest | (11,634) |
Present value of operating lease payments | $ 27,660 |
Weighted average discount rate (percent) | 12.00% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 3,363 | $ 3,069 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 0 | $ 3,890 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) | Feb. 14, 2020USD ($)day$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) |
Debt Instrument [Line Items] | |||
Proceeds from issuance of convertible senior notes | $ 287,500,000 | $ 0 | |
Convertible Debt | 2027 Notes | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 287,500,000 | ||
Stated percentage | 1.75% | ||
Proceeds from issuance of convertible senior notes | $ 278,300,000 | ||
Threshold trading days | day | 20 | ||
Threshold consecutive trading days | day | 30 | ||
Threshold percentage of stock price trigger | 130.00% | ||
Conversion ratio | 0.0308804 | ||
Conversion price (in dollars per share) | $ / shares | $ 32.38 | ||
Redemption price, percentage | 100.00% | ||
Long-term debt | $ 175,400,000 | $ 174,304,000 | |
Effective percentage | 9.50% | ||
Carrying amount of equity component | $ 112,100,000 | ||
Debt issuance costs | $ 9,200,000 | ||
Debt issuance costs, liability component | 5,600,000 | ||
Debt issuance costs, equity component | $ 3,600,000 | ||
Convertible Debt | 2027 Notes | Debt Conversion Terms One | |||
Debt Instrument [Line Items] | |||
Threshold trading days | day | 20 | ||
Threshold consecutive trading days | day | 30 | ||
Threshold percentage of stock price trigger | 130.00% | ||
Convertible Debt | 2027 Notes | Debt Conversion Terms Two | |||
Debt Instrument [Line Items] | |||
Threshold trading days | day | 5 | ||
Threshold consecutive trading days | day | 10 | ||
Threshold percentage of stock trading price | 98.00% |
Convertible Senior Notes - Inte
Convertible Senior Notes - Interest Expense (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | |
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 1,258 | $ 1,901 |
Amortization of debt discount | 2,909 | 4,370 |
Amortization of debt issuance costs | 90 | 134 |
Total interest expense | $ 4,257 | $ 6,405 |
Convertible Debt | 2027 Notes | ||
Debt Instrument [Line Items] | ||
Effective percentage | 9.50% | 9.50% |
Unamortized discount | $ 107,700 | $ 107,700 |
Remaining discount amortization period | 6 years 7 months 6 days | |
Debt issuance costs, net | $ 5,500 | $ 5,500 |
Convertible Senior Notes - Carr
Convertible Senior Notes - Carrying Amount of Liability Component (Details) - Convertible Debt - 2027 Notes - USD ($) $ in Thousands | Jun. 30, 2020 | Feb. 14, 2020 |
Debt Instrument [Line Items] | ||
2027 Notes | $ 287,500 | |
Less: Unamortized debt discount and debt issuance costs | (113,196) | |
Carrying amount of 2027 Notes | $ 174,304 | $ 175,400 |
Convertible Senior Notes - Capp
Convertible Senior Notes - Capped Call Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Feb. 14, 2020 | Jun. 30, 2020 | Jun. 30, 2019 |
Debt Instrument [Line Items] | |||
Payment of capped call transactions | $ 28,900 | $ 28,865 | $ 0 |
Price cap (in dollars per share) | $ 48.88 | ||
Premium percentage over sale price | 100.00% | ||
Number of shares subject to anti-dilution adjustments (in shares) | 8.9 | ||
Convertible Debt | 2027 Notes | |||
Debt Instrument [Line Items] | |||
Conversion price (in dollars per share) | $ 32.38 |
Stockholders' Equity and Stoc_3
Stockholders' Equity and Stock-Based Compensation - Stock Option Plan Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jan. 01, 2020 | |
2014 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance (in shares) | 518,633 | 2,094,989 | ||||
2014 Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance (in shares) | 247,426 | |||||
2014 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance (in shares) | 300,000 | |||||
Follow On Offering | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued during period, shares, new issues (in shares) | 6,500,000 | |||||
Share price (in dollar per share) | $ 17 | |||||
Proceeds from issuance of common stock | $ 103,600,000 | |||||
Over-Allotment Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued during period, shares, new issues (in shares) | 975,000 | |||||
Share price (in dollar per share) | $ 17 | |||||
Proceeds from issuance of common stock | $ 15,600,000 | |||||
At the Market Offering | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued during period, shares, new issues (in shares) | 0 | |||||
Stock issuance sales agreement, authorized offering price, maximum | $ 125,000,000 | |||||
Commission, percentage, maximum | 3.00% | |||||
Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for purchase under common stock warrants (in shares) | 34,113 | 34,113 | 0 | |||
Shares issued upon exercise of warrant (shares) | 11,134 | |||||
Stock issued during period, shares, new issues (in shares) | 975,000 | 6,764,705 | ||||
Share-based Payment Arrangement | 2014 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares underlying stock options granted (in shares) | 983,675 | |||||
Restricted Stock | 2014 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted under restricted stock awards (shares) | 1,501,125 | |||||
Performance-based Common Stock | 2014 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted under restricted stock awards (shares) | 215,000 | |||||
Employee Stock Option | 2014 Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares underlying stock options granted (in shares) | 0 | |||||
Employee Stock | 2014 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance (in shares) | 1,655,344 | |||||
Weighted Average | Outstanding common stock warrants | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price per share (in USD per share) | $ 14.95 |
Stockholders' Equity and Stoc_4
Stockholders' Equity and Stock-Based Compensation - Common Stock Equivalents Excluded from the Calculation of Earnings per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net income (loss) per share (in shares) | 8,878,938 | 0 |
Outstanding common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net income (loss) per share (in shares) | 5,475,879 | 4,438,894 |
Unvested restricted stock awards and performance stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net income (loss) per share (in shares) | 2,966,749 | 797,190 |
Outstanding common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net income (loss) per share (in shares) | 0 | 34,113 |
Stockholders' Equity and Stoc_5
Stockholders' Equity and Stock-Based Compensation - Stock Option Plan Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, expense | $ 7,353 | $ 4,420 | $ 13,897 | $ 8,579 |
Research and Development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, expense | 2,584 | 2,253 | 5,026 | 4,332 |
General and Administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based payment arrangement, expense | $ 4,769 | $ 2,167 | $ 8,871 | $ 4,247 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Instruments (Detail) - Recurring - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | $ 470,167 | $ 282,686 |
Total liabilities measured at fair value | 3,101 | 2,952 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 339,635 | 136,258 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 25,243 | 48,355 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 61,295 | 77,082 |
Overnight repurchase agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 15,001 | |
U.S. government agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 43,994 | 5,990 |
Derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total liabilities measured at fair value | 3,101 | 2,952 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 364,878 | 184,613 |
Total liabilities measured at fair value | 0 | 0 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 339,635 | 136,258 |
Level 1 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 25,243 | 48,355 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 1 | Overnight repurchase agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | |
Level 1 | U.S. government agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 1 | Derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 105,289 | 98,073 |
Total liabilities measured at fair value | 0 | 0 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 2 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 61,295 | 77,082 |
Level 2 | Overnight repurchase agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 15,001 | |
Level 2 | U.S. government agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 43,994 | 5,990 |
Level 2 | Derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Total liabilities measured at fair value | 3,101 | 2,952 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 3 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 3 | Overnight repurchase agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | |
Level 3 | U.S. government agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 3 | Derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 3,101 | $ 2,952 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Financial Instruments (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Convertible debt, fair value disclosures | $ 285,000 |
Derivative Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of December 31, 2019 | 2,952 |
Change in fair value | 149 |
Fair value as of June 30, 2020 | $ 3,101 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2020 | Jun. 30, 2020 | May 18, 2020 | |
Loss Contingencies [Line Items] | |||
Indemnification liability recorded during the period | $ 0 | ||
Loan Agreement | |||
Loss Contingencies [Line Items] | |||
Loan advance | $ 14,391,759 | ||
Stated percentage | 1.50% | ||
Teoxane Agreement | |||
Loss Contingencies [Line Items] | |||
Collaborative agreement, contractual period | 10 years | 10 years | |
Collaborative agreement, extended contractual period | 2 years | ||
Fair value of assets acquired | $ 43,500,000 | ||
List Laboratories | Product Approval Payment Derivative | |||
Loss Contingencies [Line Items] | |||
Accrued milestone obligations | $ 2,000,000 | ||
Botulinum Toxin Research Associates, Inc. | |||
Loss Contingencies [Line Items] | |||
Accrued milestone obligations | 16,000,000 | ||
BioSentinel, Inc. | |||
Loss Contingencies [Line Items] | |||
Accrued milestone obligations | 300,000 | ||
Other Current Liabilities | |||
Loss Contingencies [Line Items] | |||
Fair value of assets acquired | $ 1,000,000 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event | Jul. 23, 2020shares |
HintMD | |
Subsequent Event [Line Items] | |
Entity shares issued per acquiree share (in shares) | 0.3235 |
Equity interest issued or issuable, number of shares (in shares) | 8,572,213 |
Number of shares in escrow (in shares) | 683,200 |
Number of shares available for purchase (in shares) | 801,600 |
2014 IN | |
Subsequent Event [Line Items] | |
Options, period increase (decrease) (in shares) | 1,089,400 |
Restricted Stock | 2014 IN | |
Subsequent Event [Line Items] | |
Shares granted under restricted stock awards (shares) | 784,496 |