Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2020 | |
Entity File Number | 001-36721 | |
Entity Registrant Name | Coherus BioSciences, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-3615821 | |
Entity Address, Address Line One | 333 Twin Dolphin Drive | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Redwood City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94065 | |
City Area Code | 650 | |
Local Phone Number | 649-3530 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | CHRS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 70,912,622 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001512762 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 193,252 | $ 177,668 | |
Trade receivables, net | 167,450 | 141,992 | |
Inventory | 16,436 | 9,807 | |
Prepaid manufacturing | 11,678 | 8,578 | |
Other prepaid and other assets | 6,367 | 4,964 | |
Total current assets | 395,183 | 343,009 | |
Property and equipment, net | 6,832 | 5,840 | |
Inventory, non-current | 48,632 | 45,264 | |
Operating lease right-of-use assets | 11,527 | 10,649 | |
Intangible assets | 2,620 | 2,620 | |
Goodwill | 943 | 943 | |
Restricted cash, non-current | 440 | 240 | |
Other assets, non-current | 362 | 362 | |
Total assets | 466,539 | 408,927 | |
Current liabilities: | |||
Accounts payable | 20,485 | 25,985 | |
Accrued rebates, fees and reserve | 66,157 | 51,120 | |
Accrued compensation | 10,400 | 18,410 | |
Accrued liabilities | 19,520 | 17,258 | |
Other current liabilities | 2,449 | 2,196 | |
Total current liabilities | 119,011 | 114,969 | |
Contingent consideration, non-current | 102 | 102 | |
Convertible notes | 78,866 | 78,542 | |
Convertible notes - related parties | 26,289 | 26,181 | |
Term loan | 73,858 | 73,663 | |
Lease liabilities, non-current | 11,138 | 10,256 | |
Total liabilities | 309,264 | 303,713 | |
Commitments and contingencies (Note 9) | |||
Stockholders' equity: | |||
Common stock | 7 | 7 | |
Additional paid-in capital | 1,016,644 | 1,000,763 | |
Accumulated other comprehensive loss | 50 | (558) | |
Accumulated deficit | (859,426) | (894,998) | |
Total liabilities and stockholders' equity | 157,275 | 105,214 | |
Total liabilities and stockholders' equity (deficit) | $ 466,539 | $ 408,927 | |
[1] | The consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated balance sheet included in the Company ’ s 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2020. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Total revenue | $ 116,180,000 | $ 37,098,000 |
Operating expenses: | ||
Cost of goods sold | 6,855,000 | 2,225,000 |
Research and development | 33,107,000 | 18,789,000 |
Selling, general and administrative | 35,350,000 | 32,683,000 |
Total operating expenses | 75,312,000 | 53,697,000 |
Income (loss) from operations | 40,868,000 | (16,599,000) |
Interest expense (includes related party of $620 and $610 for the three months ended March 31, 2020 and 2019, respectively) | (4,431,000) | (4,216,000) |
Other income, net | 68,000 | 811,000 |
Net income (loss) before income taxes | 36,505,000 | (20,004,000) |
Income tax provision | 933,000 | 0 |
Net income (loss) | 35,572,000 | (20,004,000) |
Net income (loss) | $ 35,572,000 | $ (20,004,000) |
Net income (loss) per share: | ||
Basic | $ 0.50 | $ (0.29) |
Diluted | $ 0.48 | $ (0.29) |
Weighted-average number of shares used in computing net income (loss) per share: | ||
Basic | 70,662,185 | 69,140,697 |
Diluted | 74,416,554 | 69,140,697 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Condensed Consolidated Statements of Operations (unaudited) | ||
Interest expense from transactions with related party | $ 620 | $ 610 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) | ||
Net income (loss) | $ 35,572 | $ (20,004) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments, net of tax | 608 | (136) |
Comprehensive income (loss) | $ 36,180 | $ (20,140) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (unaudited) - USD ($) $ in Thousands | Common StockRestricted Stock Units | Common Stock2019 Bonus Payout | Common Stock2018 Bonus Payout | Common StockCommon Stock Offering, net | Common Stock | Additional Paid-In Capital2019 Bonus Payout | Additional Paid-In Capital2018 Bonus Payout | Additional Paid-In CapitalCommon Stock Offering, net | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Coherus Stockholder Equity (Deficit)2018 Bonus Payout | Total Coherus Stockholder Equity (Deficit)Common Stock Offering, net | Total Coherus Stockholder Equity (Deficit) | 2019 Bonus Payout | Total | |
Beginning Balances at Dec. 31, 2018 | $ 7 | $ 946,515 | $ (282) | $ (984,831) | $ (38,591) | ||||||||||||
Beginning Balances, Shares at Dec. 31, 2018 | 68,302,681 | ||||||||||||||||
Issuance of common stock upon exercise of stock options | 825 | 825 | |||||||||||||||
Issuance of common stock upon exercise of stock options, Shares | 143,523 | ||||||||||||||||
Issuance of common stock | $ 1,350 | $ 8,228 | $ 1,350 | $ 8,228 | |||||||||||||
Issuance of common stock, Shares | 22,195 | 109,168 | 761,130 | ||||||||||||||
Stock-based compensation expense | 9,813 | 9,813 | |||||||||||||||
Cumulative translation adjustment | (136) | (136) | $ (136) | ||||||||||||||
Net income (loss) | (20,004) | (20,004) | (20,004) | ||||||||||||||
Ending Balances at Mar. 31, 2019 | $ 7 | 966,731 | (418) | (1,004,835) | $ (38,515) | ||||||||||||
Ending Balances, shares at Mar. 31, 2019 | 69,338,697 | ||||||||||||||||
Beginning Balances at Dec. 31, 2019 | $ 7 | 1,000,763 | (558) | (894,998) | 105,214 | [1] | |||||||||||
Beginning Balances, Shares at Dec. 31, 2019 | 70,366,661 | ||||||||||||||||
Issuance of common stock upon exercise of stock options | 4,438 | 4,438 | |||||||||||||||
Issuance of common stock upon exercise of stock options, Shares | 421,850 | ||||||||||||||||
Issuance of common stock | $ 2,378 | $ 2,378 | |||||||||||||||
Issuance of common stock, Shares | 10,000 | 134,099 | |||||||||||||||
Taxes paid related to net share settlement of bonus payout in RSUs | (880) | (880) | |||||||||||||||
Taxes paid related to net share settlement of bonus payout in RSUs, Shares | (49,616) | ||||||||||||||||
Stock-based compensation expense | 9,945 | 9,945 | |||||||||||||||
Cumulative translation adjustment | 608 | 608 | |||||||||||||||
Net income (loss) | 35,572 | 35,572 | |||||||||||||||
Ending Balances at Mar. 31, 2020 | $ 7 | $ 1,016,644 | $ 50 | $ (859,426) | $ 157,275 | ||||||||||||
Ending Balances, shares at Mar. 31, 2020 | 70,882,994 | ||||||||||||||||
[1] | The consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated balance sheet included in the Company ’ s 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2020. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities | ||
Net income (loss) | $ 35,572,000 | $ (20,004,000) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 607,000 | 691,000 |
Stock-based compensation expense | 9,555,000 | 9,494,000 |
Non-cash interest expense from amortization of debt discount | 627,000 | 547,000 |
Excess and obsolete inventory | 0 | 410,000 |
Other non-cash adjustments | 636,000 | (50,000) |
Non-cash operating lease expense | 510,000 | 405,000 |
Changes in operating assets and liabilities: | ||
Trade receivables, net | (25,626,000) | (46,476,000) |
Inventory | (9,608,000) | (6,432,000) |
Prepaid manufacturing | (3,100,000) | (343,000) |
Other prepaid and current assets | (1,788,000) | (2,799,000) |
Accounts payable | (4,959,000) | (3,964,000) |
Accrued rebates, fees and reserve | 15,037,000 | 11,945,000 |
Accrued compensation | (5,632,000) | (1,898,000) |
Accrued and other liabilities | 2,135,000 | 2,027,000 |
Lease liabilities | (489,000) | (506,000) |
Other liabilities, non-current | 0 | (30,000) |
Net cash provided by (used in) operating activities | 13,477,000 | (56,983,000) |
Investing activities | ||
Purchases of property and equipment | (1,783,000) | (335,000) |
Proceeds from disposal of property and equipment | 167,000 | 0 |
Purchases of investments in marketable securities | 0 | (14,864,000) |
Net cash used in investing activities | (1,616,000) | (15,199,000) |
Financing activities | ||
Proceeds from common stock offering, net of underwriters discounts, commissions and offering costs | 0 | 8,153,000 |
Proceeds from term loan, net of issuance costs | 0 | 72,876,000 |
Proceeds from issuances of common stock upon exercise of stock options | 4,803,000 | 448,000 |
Taxes paid related to net share settlement of bonus payout in RSUs | (880,000) | 0 |
Net cash provided by financing activities | 3,923,000 | 81,477,000 |
Effect of exchange rate changes in cash, cash equivalents and restricted cash | 0 | (136,000) |
Net increase in cash, cash equivalents and restricted cash | 15,784,000 | 9,159,000 |
Cash, cash equivalents and restricted cash at beginning of period | 177,908,000 | 73,191,000 |
Cash, cash equivalents and restricted cash at end of period | 193,692,000 | 82,350,000 |
Supplemental disclosure of cash flow information | ||
Unpaid upfront license fee to Innovent included in Accounts Payable as of March 31, 2020 | 5,000,000 | 0 |
Non-cash bonus payment settled in common stock | 1,498,000 | 1,350,000 |
Right-of-use assets obtained in exchange for lease obligations related to operating leases | 1,388,000 | 0 |
Right-of-use assets obtained in exchange for lease obligations related to finance leases | $ 257,000 | $ 0 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2020 | |
Organization and Operations | |
Organization and Operations | 1. Organization and Operations Description of the Business Coherus BioSciences, Inc. (the “Company”, “Coherus”, “we”, our” or “us”) is a commercial-stage biotherapeutics company, focused on the global biosimilar market. The Company’s headquarters and laboratories are located in Redwood City, California and in Camarillo, California, respectively. The Company’s biosimilar pipeline comprises of five biosimilar drugs, CHS-1420 (an adalimumab (Humira®) biosimilar), CHS-2020 (an aflibercept (Eylea®) biosimilar), CHS-0214 (an etanercept (Enbrel®) biosimilar), a ranibizumab (Lucentis®) biosimilar in-licensed for U.S. commercial rights from Bioeq AG, and a bevacizumab (Avastin®) biosimilar in-licensed for U.S. commercial rights from Innovent Biologics (Suzhou) Co., Ltd. The Company commercializes UDENYCA® (pegfilgrastim-cbqv), a biosimilar to Neulasta, a long-acting granulocyte-colony stimulating factor, in the United States. Liquidity As of March 31, 2020, the Company had an accumulated deficit of $859.4 million and cash and cash equivalents of $193.3 million. The Company had $35.6 million in net income for the three months ended March 31, 2020. The Company believes that its current available cash, cash equivalents and cash collected from UDENYCA ® . |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Unaudited Condensed Consolidated Financial Statements The accompanying condensed consolidated financial statements include the accounts of Coherus and its wholly-owned subsidiaries as of March 31, 2020: Coherus Intermediate Corp, InteKrin Therapeutics Inc. (“InteKrin”), and InteKrin’s wholly-owned subsidiary, InteKrin Russia. Unless otherwise specified, references to the Company are references to Coherus and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring accruals that the Company believes are necessary to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim-period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 27, 2020. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities when these values are not readily apparent from other sources. Accounting estimates and judgements are inherently uncertain and the actual results could differ from these estimates. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets and which, in aggregate, represent the amount reported in the condensed consolidated statements of cash flows (in thousands): March 31, March 31, 2020 2019 Cash and cash equivalents $ 193,252 $ 81,515 Restricted cash — 50 Restricted cash - non-current 440 785 Total cash, cash equivalents and restricted cash $ 193,692 $ 82,350 Restricted cash – non-current consists of deposits for letter of credits that the Company has provided to secure its obligations under certain facility and other leases. Trade Receivables Trade receivables are recorded net of allowances for chargebacks, chargeback prepayments, cash discounts for prompt payment and credit losses. The Company estimates an allowance for expected credit losses by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. The corresponding expense for the credit loss allowance is reflected in selling, general and administrative expenses. The credit loss allowance was immaterial as of March 31, 2020. Recent Accounting Pronouncements The following are the recent accounting pronouncements adopted by the Company in 2020: Effective January 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments — Credit Losses, (Topic 326): Measurement of Credit Losses on Financial Instruments, In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment annual and interim reporting periods thereafter. The Company adopted this accounting standard as of January 1, 2020. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or that no material effect is expected on the consolidated financial statements as a result of future adoption. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements Financial assets and liabilities are recorded at fair value. The carrying amounts of certain of the Company’s financial instruments, including cash, cash equivalents, restricted cash, investments in marketable securities, accounts receivable, accounts payable and other current liabilities approximate their fair value due to their short maturities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The accounting guidance describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable. These levels of inputs are the following: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s financial instruments consist of Level 1 assets and Level 3 liabilities. Where quoted prices are available in an active market, securities are classified as Level 1. Level 1 assets consist of highly liquid money market funds that are included in cash and cash equivalents, and restricted cash. There were no unrealized gains and losses in the Company’s investments in these money market funds. In certain cases where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3. Level 3 liabilities consist of the contingent consideration. There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): Fair Value Measurements March 31, 2020 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 190,981 $ 190,981 $ — $ — Restricted cash (money market funds) 440 440 — — Total financial assets $ 191,421 $ 191,421 $ — $ — Financial Liabilities: Contingent consideration $ 102 $ — $ — $ 102 Fair Value Measurements December 31, 2019 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 155,523 $ 155,523 $ — $ — Restricted cash (money market funds) 240 240 — — Total financial assets $ 155,763 $ 155,763 $ — $ — Financial Liabilities: Contingent consideration $ 102 $ — $ — $ 102 Convertible Notes The estimated fair value of the 8.2% Convertible Senior Notes due in March 2022, which the Company issued on February 29, 2016 (see Note 8) is based on an income approach. The estimated fair value was approximately $102.0 million (par value $100.0 million) as of March 31, 2020 and represents a Level 3 valuation. When determining the estimated fair value of the Company’s long-term debt, the Company uses a single factor binomial lattice model, which incorporates the terms and conditions of the convertible notes and market based risk measurement that are indirectly observable, such as credit risk. The lattice model produces an estimated fair value based on changes in the price of the underlying common shares price over successive periods of time. An estimated yield based on market data is used to discount straight debt cash flows. Term Loan The principal amount outstanding under the Company’s Term Loan (as defined below) of $75 million as of March 31, 2020 is subject to variable interest rate, which is based on a fixed percentage plus three month LIBOR (“LIBOR”), and as such, the Company believes the carrying amount of these obligations approximates fair value. Refer to Note 8 for the carrying amount of the Term Loan. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2020 | |
Inventory | |
Inventory | 4. Inventory Inventory consisted of the following (in thousands): March 31, December 31, 2020 2019 Raw Materials $ 5,674 $ 5,089 Work in process 47,969 43,446 Finished goods 11,425 6,536 Total $ 65,068 $ 55,071 Balance sheet classifications (in thousands): March 31, December 31, 2020 2019 Inventory $ 16,436 $ 9,807 Inventory, non-current 48,632 45,264 Total $ 65,068 $ 55,071 Inventory expected to be sold in periods more than twelve months from the balance sheet date is classified as inventory, non-current on the balance sheet. As of March 31, 2020 and December 31, 2019, the non-current portion of inventory consisted of raw materials and a portion of work in process. Prepaid manufacturing of $11.7 million and $8.6 million on the condensed consolidated balance sheet as of March 31, 2020 and December 31, 2019, respectively, includes prepayments of $10.7 million and $7.2 million as of March 31, 2020 and December 31, 2019, respectively, made to a contract manufacturing organization (“CMO”) for manufacturing services for UDENYCA®, which the Company expects to be converted into inventory within the next twelve months. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Components | |
Balance Sheet Components | 5. Balance Sheet Components Property and Equipment, Net Property and equipment, net are as follows (in thousands): March 31, December 31, 2020 2019 Machinery and equipment $ 12,721 $ 12,611 Computer equipment and software 3,382 2,923 Furniture and fixtures 714 714 Leasehold improvements 4,388 4,388 Finance lease right of use assets 255 — Construction in progress 2,133 1,500 Total property and equipment 23,593 22,136 Accumulated depreciation and amortization (16,761) (16,296) Property and equipment, net $ 6,832 $ 5,840 Depreciation and amortization expense was $607,000 and $691,000 for the three months ended March 31, 2020 and 2019, respectively. Accrued Liabilities Accrued liabilities are as follows (in thousands): March 31, December 31, 2020 2019 Accrued clinical and manufacturing $ 8,690 $ 7,106 Accrued other 10,830 10,152 Accrued liabilities $ 19,520 $ 17,258 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue | |
Revenue | 6. Revenue The Company initiated U.S. sales of UDENYCA ® Revenue by significant Customer was distributed as follows: Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 Percent of Total Percent of Total McKesson 41 % 44 % AmeriSource-Bergen Corp 35 % 34 % Cardinal 22 % 19 % Others 2 % 3 % Total revenue 100 % 100 % Product Sales Discounts and Allowances The activities and ending reserve balances for each significant category of discounts and allowances, which constitute variable consideration, were as follows (in thousands): Three months ended March 31, 2020 Chargebacks Other Fees, and Discounts Co-pay for Prompt Assistance Payment Rebates and Returns Total Balance at December 31, 2019 $ 35,159 $ 27,494 $ 24,494 $ 87,147 Provision related to sales made in: Current period 102,652 29,456 29,384 161,492 Prior period 152 4,937 (4,051) 1,038 Payments and customer credits issued (105,612) (20,240) (24,646) (150,498) Balance at March 31, 2020 $ 32,351 $ 41,647 $ 25,181 $ 99,179 Three months ended March 31, 2019 Chargebacks Other Fees, and Discounts Co-pay for Prompt Assistance Payment Rebates and Returns Total Balance at December 31, 2018 $ — $ — $ — $ — Provision related to current period sales 17,513 5,165 8,046 30,724 Payments and customer credits issued (2,113) — (911) (3,024) Balance at March 31, 2019 $ 15,400 $ 5,165 $ 7,135 $ 27,700 Chargebacks and discounts for prompt payment are recorded as a reduction in trade receivables, and the remaining reserve balances are classified as current liabilities in the accompanying condensed consolidated balance sheets. |
License Agreements
License Agreements | 3 Months Ended |
Mar. 31, 2020 | |
License Agreements | |
License Agreements | 7. Bioeq AG On November 4, 2019, the Company entered into a license agreement with Bioeq IP AG (now Bioeq AG, or “Bioeq”) for the commercialization of a biosimilar version of ranibizumab (Lucentis®) in certain dosage forms in both a vial and pre-filled syringe presentation (the “Bioeq Licensed Products”). Under this agreement, Bioeq granted to the Company an exclusive, royalty-bearing license to commercialize the Bioeq Licensed Products in the field of ophthalmology (and any other approved labelled indication) in the United States. Bioeq will supply to the Company the Bioeq Licensed Products in accordance with terms and conditions specified in the agreement and a manufacturing and supply agreement to be executed by the parties in accordance therewith. The agreement’s initial term continues in effect for ten years after the first commercial sale of a Bioeq Licensed Product in the United States, and thereafter renews for an unlimited period of time unless otherwise terminated in accordance with its terms. Under the agreement, Bioeq must use commercially reasonable efforts to develop and obtain regulatory approval of the Bioeq Licensed Products in the United States in accordance with a development and manufacturing plan, and the Company must use commercially reasonable efforts to commercialize the Bioeq Licensed Products in accordance with a commercialization plan. Additionally, the Company must commit certain pre-launch and post-launch resources to the commercialization of the Bioeq Licensed Products for a limited time as specified in the agreement. The Company accounted for the licensing transaction as an asset acquisition under the relevant accounting rules. The Company paid Bioeq an upfront and a milestone payment aggregating to €10 million ($11.1 million) in the fourth quarter of 2019. The Company is obligated to pay Bioeq an aggregate of up to €25 million in additional milestone payments in connection with the achievement of certain development and regulatory milestones with respect to the Bioeq Licensed Products in the United States. The Company will share a percentage of gross profits on sales of Bioeq Licensed Products in the United States with Bioeq in the low to mid fifty percent range. The additional milestone payments and royalties are contingent upon future events and, therefore, will be recorded when it is probable that a milestone will be achieved or when royalties are due. As of March 31, 2020 and December 31, 2019, the Company did not have any outstanding obligations for milestones and royalties to Bioeq. Innovent Biologics (Suzhou) Co., Ltd. Innovent will supply the Innovent Licensed Products to the Company in accordance with a manufacturing and supply agreement to be executed by the parties. Under the License Agreement, the Company acquired the right to require Innovent to perform technology transfer for the manufacturing of the Innovent Licensed Products in the Territory and, upon completion of such technology transfer, the Company will have the exclusive right to manufacture the Innovent Licensed Products in the Territory. The Company accounted for the licensing transaction as an asset acquisition under the relevant accounting rules. The Company is obligated to pay Innovent an upfront payment of $5.0 million under the license agreement. This upfront payment was recorded as research and development expense for the three months ended March 31, 2020 and was included in current liabilities as of March 31, 2020 in the condensed consolidated balance sheet. Additionally, the Company is obligated to pay Innovent an aggregate of up to $40.0 million in milestone payments in connection with the achievement of certain development, regulatory and sales milestones with respect to the bevacizumab Licensed Product and, if the Company’s option is exercised, an aggregate of up to $40.0 million in milestone payments in connection with the achievement of certain development, regulatory and sales milestones with respect to the rituximab Licensed Product. The Company will share a percentage of net sales of Innovent Licensed Products with Innovent in the mid-teens to low twenty percent range. If the Company exercises its option, it would be required to pay an option exercise fee of $5.0 million. Subject to the terms of the License Agreement, if the Company requests Innovent to perform technology transfer for the manufacturing of the Innovent Licensed Products, it would be required to pay up to $10.0 million for fees related thereto. The additional milestone payments, option fee for licensing of rituximab (Rituxan®), manufacturing technology transfer fee and royalties are contingent upon future events and, therefore, will be recorded when it is probable that a milestone will be achieved, option fee or manufacturing technology transfer fee will be incurred or when royalties are due. |
Convertible Notes and Term Loan
Convertible Notes and Term Loan | 3 Months Ended |
Mar. 31, 2020 | |
Convertible Notes and Term Loan | |
Convertible Notes and Term Loan | 8. Convertible Notes and Term Loan Convertible Notes On February 29, 2016, the Company issued and sold $100.0 million aggregate principal amount of its 8.2% Convertible Senior Notes (the “Convertible Notes”). The Convertible Notes constitute general, senior unsubordinated obligations of the Company and are guaranteed by certain subsidiaries of the Company. The Convertible Notes bear interest at a fixed coupon rate of 8.2% per annum payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, which commenced on March 31, 2016, and mature on March 31, 2022, unless earlier converted, redeemed or repurchased. The Convertible Notes also bear a premium of 9% of their principal amount, which is payable when the Convertible Notes mature or are repurchased or redeemed by the Company. The Convertible Notes were issued to Healthcare Royalty Partners III, L.P., for $75.0 million in aggregate principal amount, and to three related party investors, KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC, for $20.0 million, $4.0 million, and $1.0 million, respectively, in aggregate principal amount. The Convertible Notes are convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding March 31, 2022 at the initial conversion rate of 44.7387 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $22.35 per share, and is subject to adjustment in certain events. Upon conversion of the Convertible Notes by a holder, the holder will receive shares of the Company’s common stock together, if applicable, with cash in lieu of any fractional share. The Convertible Notes are redeemable in whole, and not in part, at the Company’s option on or after March 31, 2020, if the last reported sale price per share of common stock exceeds 160% of the conversion price on 20 or more trading days during the 30 consecutive trading days preceding the date on which the Company sends notice of such redemption to the holders of the Convertible Notes. At maturity or redemption, if not earlier converted, the Company will pay 109% of the principal amount of the Convertible Notes maturing or being redeemed, together with accrued and unpaid interest, in cash. The Convertible Notes contain customary negative covenants and events of default (as defined in the Note Purchase Agreement (as defined below)), the occurrence of which could result in the acceleration of all amounts due under the Convertible Note. As of March 31, 2020, the Company was in full compliance with these covenants and there were no events of default under the Convertible Notes. The Convertible Notes are accounted for in accordance with ASC Subtopic 470-20, Debt with Conversion and Other Options The following table summarizes information about the components of the Convertible Notes (in thousands): March 31, December 31, 2020 2019 Principal amount of the Convertible Notes $ 81,750 $ 81,750 Unamortized debt discount and debt issuance costs (2,884) (3,208) Convertible Notes $ 78,866 $ 78,542 Principal amount of the Convertible Notes - related parties $ 27,250 $ 27,250 Unamortized debt discount and debt issuance costs - related parties (961) (1,069) Convertible Notes - related parties $ 26,289 $ 26,181 Total Convertible Notes $ 105,155 $ 104,723 If the Convertible Notes were to be converted on March 31, 2020, the holders of the Convertible Notes would receive common shares with an aggregate value of $72.6 million based on the Company’s closing stock price of $16.22. The following table presents the components of interest expense (in thousands): Three Months Ended March 31, 2020 2019 Stated coupon interest $ 1,538 $ 1,538 Accretion of debt discount and debt issuance costs 324 295 Interest expense $ 1,862 $ 1,833 Stated coupon interest - related parties $ 512 $ 512 Accretion of debt discount and debt issuance costs - related parties 108 98 Interest expense - related parties $ 620 $ 610 Total interest expense $ 2,482 $ 2,443 The remaining unamortized debt discount and debt offering costs related to the Company’s Convertible Notes of approximately $3.8 million as of March 31, 2020, will be amortized using the effective interest rate over the remaining term of the Convertible Notes of 2.0 years. The annual effective interest rate is 9.48% for the Convertible Notes. Future payments on the Convertible Notes as of March 31, 2020 are as follows (in thousands): Year ending December 31, Remainder of 2020 $ 6,150 2021 8,200 2022 111,050 Total minimum payments 125,400 Less amount representing interest (16,400) Convertible Notes, principal amount 109,000 Less debt discount and debt issuance costs on Convertible Notes (3,845) Net carrying amount of Convertible Notes $ 105,155 Term Loan On January 7, 2019 (“the “Term Loan Closing Date”), the Company entered into a credit agreement (the “Term Loan”) with affiliates of Healthcare Royalty Partners (together, the “Lender”). The Term Loan consists of a six-year term loan facility for an aggregate principal amount of $75.0 million (the “Borrowings”). The obligations of the Company under the loan documents are guaranteed by the Company’s material domestic U.S. subsidiaries. The Borrowings under the Term Loan bear interest through maturity at 7.00% per annum plus three month LIBOR. Pursuant to the terms of the Term Loan, the interest rate was reduced to 6.75% per annum plus LIBOR as of January 1, 2020 as the consolidated net sales for UDENYCA ® The Company is required to pay principal on the Borrowings in equal quarterly installments beginning on the four year anniversary of the Term Loan Closing Date (or, if consolidated net sales of UDENYCA ® The Company is also required to make mandatory prepayments of the Borrowings under the Term Loan, subject to specified exceptions, with the proceeds of asset sales, extraordinary receipts, debt issuances and specified other events including the occurrence of a change in control. If all or any of the Borrowings are prepaid or required to be prepaid under the Term Loan, then the Company shall pay, in addition to such prepayment, a prepayment premium equal to (i) with respect to any prepayment paid or required to be paid on or prior to the three year anniversary of the Credit Agreement Closing Date, 5.00% of the Borrowings prepaid or required to be prepaid, plus all required interest payments that would have been due on the Borrowings prepaid or required to be prepaid through and including the three year anniversary of the Term Loan Closing Date, (ii) with respect to any prepayment paid or required to be paid after the three year anniversary of the Term Loan Closing Date but on or prior to the four year anniversary of the Term Loan Closing Date, 5.00% of the Borrowings prepaid or required to be prepaid, (iii) with respect to any prepayment paid or required to be paid after the four year anniversary of the Term Loan Closing Date but on or prior to the five year anniversary of the Term Loan Closing Date, 2.50% of the Borrowings prepaid or required to be prepaid, and (iv) with respect to any prepayment paid or required to be prepaid thereafter, 1.25% of the Borrowings prepaid or required to be prepaid. In connection with the Term Loan, the Company paid a fee to the Lender of approximately $1.1 million at closing in the form of an original issue discount. Upon the prepayment or maturity of the Borrowings (or upon the date such prepayment or repayment is required to be paid), it is required to pay an additional exit fee in an amount equal to 4.00% of the total principal amount of the Borrowings. The obligations under the Term Loan are secured by a lien on substantially all of the Company’s and its Guarantors’ tangible and intangible property, including intellectual property. The Term Loan contains certain affirmative covenants, negative covenants and events of default, including, covenants and restrictions that among other things, restrict the ability of the Company and its subsidiaries to, incur liens, incur additional indebtedness, make loans and investments, engage in mergers and acquisitions, in asset sales, and declare dividends or redeem or repurchase capital stock. Additionally, the consolidated net sales for UDENYCA ® The following table summarizes information about the components of the Term Loan (in thousands): March 31, December 31, 2020 2019 Principal amount of the Term Loan $ 75,000 $ 75,000 Unamortized debt discount and debt issuance costs (1,142) (1,337) Term Loan $ 73,858 $ 73,663 The following table presents the components of interest expense (in thousands): Three Months Ended March 31, 2020 2019 Stated coupon interest $ 1,754 $ 1,620 Accretion of debt discount and debt issuance costs 195 152 Interest expense $ 1,949 $ 1,772 The remaining unamortized debt discount and debt offering costs related to the Term Loan of approximately $4.1 million as of March 31, 2020, will be amortized using the effective rate over the remaining term of the Term Loan of 4.75 years. Future payments on the Term Loan as of March 31, 2020 are as follows (in thousands): Year ending December 31, Remainder of 2020 $ 5,299 2021 7,034 2022 7,034 2023 39,187 2024 36,072 2025 11,349 Total minimum payments 105,975 Less amount representing interest (27,975) Term Loan, gross 78,000 Less debt discount and debt issuance costs on Term Loan (4,142) Net carrying amount of Term Loan $ 73,858 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 9. Commitments and Contingencies Purchase Commitments The Company entered into agreements with a vendor to secure raw materials and a CMO to manufacture its commercial supply of UDENYCA ® Years ending December 31, Remainder of 2020 $ 20,731 2021 28,760 2022 8,403 2023 600 Total obligations $ 58,494 The Company enters into contracts in the normal course of business with contract research organizations for preclinical studies and clinical trials and contract manufacturing organizations for the manufacture of clinical trial materials. The contracts are cancellable, with varying provisions regarding termination. If a contract with a specific vendor were to be terminated, the Company would only be obligated for products or services that the Company had received as of the effective date of the termination and any applicable cancellation fees. Contingencies On March 3, 2017, Amgen filed an action against the Company, KBI BioPharma Inc., the Company’s employee Howard S. Weiser and Does 1-20 in the Superior Court of the State of California, County of Ventura. The complaint alleges that the Company engaged in unfair competition and improperly solicited and hired certain former Amgen employees in order to acquire and access trade secrets and other confidential information belonging to Amgen. On June 1, 2017, Amgen filed a Second Amended Complaint, which alleges as to Coherus (i) unfair competition under California Business and Professions Code Section 17200 et seq., (ii) misappropriation of trade secrets, (iii) aiding and abetting breach of duty of loyalty and (iv) tortious interference with contract. As to defendant Weiser, the Second Amended Complaint alleges (i) unfair competition under California Business and Professions Code Section 17200 et seq., (ii) misappropriation of trade secrets, (iii) breach of contract, (iv) violation of Penal Code Section 502 and (v) breach of duty of loyalty. KBI BioPharma Inc. is not named as a defendant in the Second Amended Complaint. The Second Amended Complaint seeks injunctive relief and monetary damages. On May 2, 2019, the Company and Amgen settled the trade secret action brought by Amgen. The details of the settlement are confidential but the Company will continue to market UDENYCA ® Guarantees and Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company would assess the likelihood of any adverse judgments or related claims, as well as ranges of probable losses. In the cases where the Company believes that a reasonably possible or probable loss exists, it will disclose the facts and circumstances of the claims, including an estimate range, if possible. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Leases | 10. Leases In July 2015, the Company entered into the office space for its corporate headquarters in Redwood City, California under an operating lease agreement, which has been subject to amendments to secure additional space such that the total headquarters leased space is approximately 47,789 square feet. The Lease Agreement, provides for certain limited rent abatement and contains annual scheduled rent increases over the lease term. The lease terminates in September 2024 extend The Company also leases laboratory facilities in Camarillo, California. In October 2019, the Company entered into a new laboratory facility lease (“New Camarillo Lease”) of approximately 25,017 square feet in a new location in Camarillo, California as the current Camarillo leases terminate in June 2020 and December 2020. The New Camarillo Lease provides for certain limited rent abatement and annual scheduled rent increases over the lease term. The lease commenced in January 2020 and terminates in May 2027 extend The Company determined that the above facility leases were operating leases. The options to extend the lease terms for these leases were not included as part of the right-of-use asset or lease liability as the Company was not reasonably certain it would exercise those options. In 2019, the Company entered into a vehicle lease agreement, pursuant to which it currently leases six vehicles. Delivery of the vehicles commenced during the first quarter of 2020. The term of each leased vehicle commences upon the delivery of the vehicle and is for a period of 36 months. The vehicles leased under this arrangement were classified as finance leases. As of March 31, 2020 the Company has a commitment to lease 31 additional vehicles which have not yet been delivered to the Company and as a result, the right-of-use asset and lease liability related to those undelivered vehicles was not reflected in the condensed consolidated financial statements of the Company as of March 31, 2020. The future minimum lease payments for the undelivered vehicles are $1.2 million as of March 31, 2020. In determining the present value of the lease payments, the Company used the incremental borrowing rate based on the information available on January 1, 2019 (adoption date of ASC 842) for the leases that commenced prior to that date. For all other leases, the Company used the incremental borrowing rate on the lease commencement or the lease modification date, as applicable. The supplemental information related to Company’s leases is as follows (in thousands): March 31, December 31, Assets Balance Sheet Classification 2020 2019 Operating lease Operating lease right-of-use assets $ 11,527 $ 10,649 Finance lease Property and equipment, net 255 — Total leased assets $ 11,782 $ 10,649 March 31, December 31, Liabilities Balance Sheet Classification 2020 2019 Operating lease liabilities, current Other current liabilities $ 2,365 $ 2,196 Operating lease liabilities, non-current Lease liabilities, non-current 10,964 10,256 Total operating lease liabilities $ 13,329 $ 12,452 Finance lease liabilities, current Other current liabilities $ 84 $ — Finance lease liabilities, non-current Lease liabilities, non-current 174 — Total finance lease liabilities $ 258 $ 0 Operating lease costs were $0.8 million and $0.5 million for the three months ended March 31, 2020 and 2019, respectively. Cash paid for amounts included in the measurement of the operating lease liabilities for the three months ended March 31, 2020 and 2019 was $0.8 million and $0.7 million, respectively, and was included in net cash used in operating activities in the condensed consolidated statements of cash flows. Finance lease costs and cash paid for amounts included in the measurement of finance lease liabilities were immaterial during the three months ended March 31, 2020 and 2019. As of March 31, 2020, the maturities of the operating and finance lease liabilities were as follows (in thousands): Years ending December 31, Operating leases Finance leases Remainder of 2020 $ 2,453 $ 74 2021 3,425 91 2022 3,293 91 2023 3,438 25 2024 2,889 — 2025 and beyond 700 — Total lease payments 16,198 281 Less imputed interest (2,869) (23) Operating lease liabilities $ 13,329 $ 258 As of March 31, 2020 and December 31, 2019, the weighted average remaining lease term for operating leases was 4.8 years and 4.7 years, respectively. The weighted average discount rate used to determine the operating lease liabilities was 8.1% and 8.2% as of March 31, 2020 and December 31, 2019, respectively. The weighted average remaining lease term for finance leases was 3.0 years as of March 31, 2020. The weighted average discount rate used to determine the finance lease liabilities was 6.0% as of March 31, 2020. |
Common Stock and Stock-Based Co
Common Stock and Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Common Stock and Stock-Based Compensation | |
Common Stock and Stock-Based Compensation | 11. Common Stock and Stock-Based Compensation Common Stock Offerings On October 28, 2016, the Company entered into a sales agreement (the “Sales Agreement”) with Cowen to sell shares of the Company’s common stock, with aggregate gross sales proceeds of up to $100,000,000, from time to time, through an at-the-market equity offering program under which Cowen acted as its sales agent (the “ATM Offering Program”). Cowen was entitled to compensation for its services equal to 3.0% of the gross proceeds of any shares of common stock sold through Cowen under the Sales Agreement. In the first quarter of 2019, the Company sold 761,130 shares of common stock at a weighted average price of $11.17 per share through its ATM Offering Program and received total gross proceeds of $8.5 million. After deducting commission and offering expenses of $0.3 million, the net proceeds were $8.2 million. Following such sales, the ATM Offering Program terminated as all shares authorized thereunder had been sold. Stock-Based Compensation The stock-based compensation expense recorded related to options and restricted stock units granted to employees and nonemployees were as follows (in thousands): Three Months Ended March 31, 2020 2019 Cost of goods sold (1) $ 45 $ — Research and development 3,590 3,658 Selling, general and administrative 5,920 5,836 $ 9,555 $ 9,494 Capitalized stock-based compensation expense into inventory $ 434 $ 319 (1) Stock-based compensation capitalized into inventory is recognized as cost of goods sold when the related product is sold. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Net Income (Loss) Per Share | |
Net Income (Loss) Per Share | 12. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding for the period plus any diluted potential common shares outstanding for the period determined using the treasury stock method for options, RSUs and ESPP and using the if-converted method for the convertible notes. The following table sets forth the computation of the basic and diluted net income (loss) per share (in thousands, except share and per share data): Three Months Ended March 31, 2020 2019 Basic net income (loss) per share Numerator: Net income (loss) $ 35,572 $ (20,004) Denominator: Weighted-average common shares outstanding 70,662,185 69,140,697 Basic net income (loss) per share $ 0.50 $ (0.29) Diluted net income (loss) per share Numerator: Net income (loss) $ 35,572 $ (20,004) Denominator: Denominator for basic net income (loss) per share 70,662,185 69,140,697 Add effect of potential dilutive securities: Stock options, including purchases from contributions to ESPP 3,666,137 — Restricted stock units 88,232 — Denominator for diluted net income (loss) per share 74,416,554 69,140,697 Diluted net income (loss) per share $ 0.48 $ (0.29) The following outstanding dilutive potential shares were excluded from the calculation of diluted net income (loss) per share due to their anti-dilutive effect: Three Months Ended March 31, 2020 2019 Stock options, including purchases from contributions to ESPP 8,862,891 17,767,454 Restricted stock units 4,135 28,975 Shares issuable upon conversion of Convertible Notes 4,473,871 4,473,871 Total 13,340,897 22,270,300 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Taxes | |
Income Taxes | 13. Income Taxes For the three months ended March 31, 2020, the Company recorded income tax provision of $0.9 million which is comprised of state taxes in jurisdictions outside of California for which the Company has a limited operating history. There was no income tax provision for the three months ended March 31, 2019. Income tax provision during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items, which are recorded in the interim period in accordance with ASC 740-270. The income tax provision for the three months ended March 31, 2020 differs from the U.S. federal statutory rate of 21% primarily due to effect of change in the valuation allowance against the Company’s federal deferred tax assets, which reduced the Company’s net tax expense. The Company maintains a full valuation allowance against its net deferred tax assets due to the Company’s history of losses. CoronaVirus Aid, Relief and Economic Security Act In March 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which includes modifications to the limitation on business interest expense deduction and net operating loss provisions and provides a payment delay of employer payroll taxes during 2020 after the date of enactment. The Company does not expect the CARES Act to have a material impact on the Company’s financial statements. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | 14. Related Party Transactions Convertible Notes In February 2016, the Company issued Convertible Notes to certain related parties (some companies affiliated with members of the Company’s board of directors), for an aggregate principal amount of $25.0 million (see Note 8 for related party disclosure). |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events | |
Subsequent Events | 15. Subsequent Event Convertible Senior Subordinated Notes Financing and Capped Call Transactions In April 2020, the Company issued and sold $230.0 million aggregate principal amount of its 1.5% convertible senior subordinated notes due 2026 (the “2026 Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2026 Convertible Notes are general unsecured obligations and will be subordinated to the Company’s designated senior indebtedness. The 2026 Convertible Notes accrue interest at a rate of 1.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020, and will mature on April 15, 2026 At any time before the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their 2026 Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 51.9224 shares of common stock per $1,000 principal amount of the 2026 Convertible Notes, which represents an initial conversion price of approximately $19.26 per share of common stock. The initial conversion price represents a premium of approximately 30.0% over the last reported sale of $14.815 per share of the Company’s common stock on the Nasdaq Global Market on April 14, 2020. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. If a “make-whole fundamental change” (as defined in the indenture for the 2026 Convertible Notes) occurs, the Company will, in certain circumstances, increase the conversion rate for a specified period of time for holders who convert their 2026 Convertible Notes in connection with that make-whole fundamental change. The 2026 Convertible Notes are not redeemable at the Company’s election before maturity. If a “fundamental change” (as defined in the indenture for the 2026 Convertible Notes) occurs, then, subject to a limited exception, holders may require the Company to repurchase their 2026 Convertible Notes for cash. The repurchase price will be equal to the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. In connection with the pricing of the 2026 Convertible Notes, the Company entered into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (the “option counterparties”). The cap price of the capped call transactions will initially be $25.9263 per share, which represents a premium of approximately 75.0% over the last reported sale price of the Company’s common stock of $14.815 per share on April 14, 2020, and is subject to certain adjustments under the terms of the capped call transactions. The net proceeds from the offering was approximately $222.4 million, net of the initial purchasers’ discounts and commissions and estimated offering expenses. The Company used approximately $18.2 million of the net proceeds to fund the cost of entering into the capped call transactions. Note Purchase Agreement Amendment On April 13, 2020, the Company entered into an amendment (the “Second Amendment”) to the Convertible Note Purchase Agreement, dated as of February 29, 2016, among the Company, HealthCare Royalty Partners III, L.P. (“HCR”), MX II Associates LLC, KMG Capital Partners, LLC and KKR Biosimilar L.P., each as an investor, and certain subsidiaries of the Company as guarantors, as amended (the “Note Purchase Agreement”), which amended the definition of Restricted Payment to exclude any payment (including a premium) to a counterparty under a Permitted Bond Hedge Transaction. The Second Amendment also added to the Note Purchase Agreement a definition of Permitted Bond Hedge Transaction, with such definition including any capped call option (or substantively equivalent derivative transaction) relating to the Company’s common stock purchased by it in connection with any issuance of indebtedness or convertible indebtedness. Credit Agreement Amendment On April 13, 2020, the Company entered into an amendment (the “Credit Agreement Amendment”) to the credit agreement, dated as of January 7, 2019, with HCR and certain of its affiliates (the “Credit Agreement”), which amended the Credit Agreement’s indebtedness covenant such that the Company could incur Convertible Bond Indebtedness (as defined in the Credit Agreement) in an amount not to exceed the greater of $230.0 million or 20% of the Company’s market capitalization. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Consolidation | Unaudited Condensed Consolidated Financial Statements The accompanying condensed consolidated financial statements include the accounts of Coherus and its wholly-owned subsidiaries as of March 31, 2020: Coherus Intermediate Corp, InteKrin Therapeutics Inc. (“InteKrin”), and InteKrin’s wholly-owned subsidiary, InteKrin Russia. Unless otherwise specified, references to the Company are references to Coherus and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring accruals that the Company believes are necessary to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim-period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 27, 2020. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets and which, in aggregate, represent the amount reported in the condensed consolidated statements of cash flows (in thousands): March 31, March 31, 2020 2019 Cash and cash equivalents $ 193,252 $ 81,515 Restricted cash — 50 Restricted cash - non-current 440 785 Total cash, cash equivalents and restricted cash $ 193,692 $ 82,350 |
Trade Receivables | Trade Receivables Trade receivables are recorded net of allowances for chargebacks, chargeback prepayments, cash discounts for prompt payment and credit losses. The Company estimates an allowance for expected credit losses by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. The corresponding expense for the credit loss allowance is reflected in selling, general and administrative expenses. The credit loss allowance was immaterial as of March 31, 2020. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets and which, in aggregate, represent the amount reported in the condensed consolidated statements of cash flows (in thousands): |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements | |
Financial Assets and Liabilities Measured on a Recurring Basis | Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): Fair Value Measurements March 31, 2020 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 190,981 $ 190,981 $ — $ — Restricted cash (money market funds) 440 440 — — Total financial assets $ 191,421 $ 191,421 $ — $ — Financial Liabilities: Contingent consideration $ 102 $ — $ — $ 102 Fair Value Measurements December 31, 2019 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 155,523 $ 155,523 $ — $ — Restricted cash (money market funds) 240 240 — — Total financial assets $ 155,763 $ 155,763 $ — $ — Financial Liabilities: Contingent consideration $ 102 $ — $ — $ 102 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory | |
Schedule of Inventory | Inventory consisted of the following (in thousands): March 31, December 31, 2020 2019 Raw Materials $ 5,674 $ 5,089 Work in process 47,969 43,446 Finished goods 11,425 6,536 Total $ 65,068 $ 55,071 |
Schedule of Balance Sheet Classification | Balance sheet classifications (in thousands): March 31, December 31, 2020 2019 Inventory $ 16,436 $ 9,807 Inventory, non-current 48,632 45,264 Total $ 65,068 $ 55,071 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization and Operations | |
Schedule of Property and Equipment, Net | Property and equipment, net are as follows (in thousands): March 31, December 31, 2020 2019 Machinery and equipment $ 12,721 $ 12,611 Computer equipment and software 3,382 2,923 Furniture and fixtures 714 714 Leasehold improvements 4,388 4,388 Finance lease right of use assets 255 — Construction in progress 2,133 1,500 Total property and equipment 23,593 22,136 Accumulated depreciation and amortization (16,761) (16,296) Property and equipment, net $ 6,832 $ 5,840 |
Schedule of Accrued Liabilities | Accrued liabilities are as follows (in thousands): March 31, December 31, 2020 2019 Accrued clinical and manufacturing $ 8,690 $ 7,106 Accrued other 10,830 10,152 Accrued liabilities $ 19,520 $ 17,258 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue | |
Revenue by Significant Customer | Revenue by significant Customer was distributed as follows: Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 Percent of Total Percent of Total McKesson 41 % 44 % AmeriSource-Bergen Corp 35 % 34 % Cardinal 22 % 19 % Others 2 % 3 % Total revenue 100 % 100 % |
Activities and Ending Reserve Balances for Each Significant Category of Discounts and Allowances | The activities and ending reserve balances for each significant category of discounts and allowances, which constitute variable consideration, were as follows (in thousands): Three months ended March 31, 2020 Chargebacks Other Fees, and Discounts Co-pay for Prompt Assistance Payment Rebates and Returns Total Balance at December 31, 2019 $ 35,159 $ 27,494 $ 24,494 $ 87,147 Provision related to sales made in: Current period 102,652 29,456 29,384 161,492 Prior period 152 4,937 (4,051) 1,038 Payments and customer credits issued (105,612) (20,240) (24,646) (150,498) Balance at March 31, 2020 $ 32,351 $ 41,647 $ 25,181 $ 99,179 Three months ended March 31, 2019 Chargebacks Other Fees, and Discounts Co-pay for Prompt Assistance Payment Rebates and Returns Total Balance at December 31, 2018 $ — $ — $ — $ — Provision related to current period sales 17,513 5,165 8,046 30,724 Payments and customer credits issued (2,113) — (911) (3,024) Balance at March 31, 2019 $ 15,400 $ 5,165 $ 7,135 $ 27,700 |
Convertible Notes and Term Lo_2
Convertible Notes and Term Loan (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Instrument [Line Items] | |
Components of Convertible Notes | The following table summarizes information about the components of the Convertible Notes (in thousands): March 31, December 31, 2020 2019 Principal amount of the Convertible Notes $ 81,750 $ 81,750 Unamortized debt discount and debt issuance costs (2,884) (3,208) Convertible Notes $ 78,866 $ 78,542 Principal amount of the Convertible Notes - related parties $ 27,250 $ 27,250 Unamortized debt discount and debt issuance costs - related parties (961) (1,069) Convertible Notes - related parties $ 26,289 $ 26,181 Total Convertible Notes $ 105,155 $ 104,723 |
Components of Interest Expense | The following table presents the components of interest expense (in thousands): Three Months Ended March 31, 2020 2019 Stated coupon interest $ 1,538 $ 1,538 Accretion of debt discount and debt issuance costs 324 295 Interest expense $ 1,862 $ 1,833 Stated coupon interest - related parties $ 512 $ 512 Accretion of debt discount and debt issuance costs - related parties 108 98 Interest expense - related parties $ 620 $ 610 Total interest expense $ 2,482 $ 2,443 |
Schedule of Future Payments on Debt | Future payments on the Convertible Notes as of March 31, 2020 are as follows (in thousands): Year ending December 31, Remainder of 2020 $ 6,150 2021 8,200 2022 111,050 Total minimum payments 125,400 Less amount representing interest (16,400) Convertible Notes, principal amount 109,000 Less debt discount and debt issuance costs on Convertible Notes (3,845) Net carrying amount of Convertible Notes $ 105,155 |
Term Loan | |
Debt Instrument [Line Items] | |
Components of Interest Expense | The following table presents the components of interest expense (in thousands): Three Months Ended March 31, 2020 2019 Stated coupon interest $ 1,754 $ 1,620 Accretion of debt discount and debt issuance costs 195 152 Interest expense $ 1,949 $ 1,772 |
Schedule of Future Payments on Debt | Future payments on the Term Loan as of March 31, 2020 are as follows (in thousands): Year ending December 31, Remainder of 2020 $ 5,299 2021 7,034 2022 7,034 2023 39,187 2024 36,072 2025 11,349 Total minimum payments 105,975 Less amount representing interest (27,975) Term Loan, gross 78,000 Less debt discount and debt issuance costs on Term Loan (4,142) Net carrying amount of Term Loan $ 73,858 |
Components of Term Loan | The following table summarizes information about the components of the Term Loan (in thousands): March 31, December 31, 2020 2019 Principal amount of the Term Loan $ 75,000 $ 75,000 Unamortized debt discount and debt issuance costs (1,142) (1,337) Term Loan $ 73,858 $ 73,663 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies. | |
Schedule of Non-Cancellable Purchase Commitment | Years ending December 31, Remainder of 2020 $ 20,731 2021 28,760 2022 8,403 2023 600 Total obligations $ 58,494 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Schedule of Balance Sheet Classification of Lease Assets and Liabilities | The supplemental information related to Company’s leases is as follows (in thousands): March 31, December 31, Assets Balance Sheet Classification 2020 2019 Operating lease Operating lease right-of-use assets $ 11,527 $ 10,649 Finance lease Property and equipment, net 255 — Total leased assets $ 11,782 $ 10,649 March 31, December 31, Liabilities Balance Sheet Classification 2020 2019 Operating lease liabilities, current Other current liabilities $ 2,365 $ 2,196 Operating lease liabilities, non-current Lease liabilities, non-current 10,964 10,256 Total operating lease liabilities $ 13,329 $ 12,452 Finance lease liabilities, current Other current liabilities $ 84 $ — Finance lease liabilities, non-current Lease liabilities, non-current 174 — Total finance lease liabilities $ 258 $ 0 |
Schedule of maturities of the operating and finance lease liabilities | As of March 31, 2020, the maturities of the operating and finance lease liabilities were as follows (in thousands): Years ending December 31, Operating leases Finance leases Remainder of 2020 $ 2,453 $ 74 2021 3,425 91 2022 3,293 91 2023 3,438 25 2024 2,889 — 2025 and beyond 700 — Total lease payments 16,198 281 Less imputed interest (2,869) (23) Operating lease liabilities $ 13,329 $ 258 |
Common Stock and Stock-Based _2
Common Stock and Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Employee And Nonemployee Stock Option Restricted Stock Units | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Schedule of Stock-Based Compensation Expense | The stock-based compensation expense recorded related to options and restricted stock units granted to employees and nonemployees were as follows (in thousands): Three Months Ended March 31, 2020 2019 Cost of goods sold (1) $ 45 $ — Research and development 3,590 3,658 Selling, general and administrative 5,920 5,836 $ 9,555 $ 9,494 Capitalized stock-based compensation expense into inventory $ 434 $ 319 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Net Income (Loss) Per Share | |
Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to the Company | Basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding for the period plus any diluted potential common shares outstanding for the period determined using the treasury stock method for options, RSUs and ESPP and using the if-converted method for the convertible notes. The following table sets forth the computation of the basic and diluted net income (loss) per share (in thousands, except share and per share data): Three Months Ended March 31, 2020 2019 Basic net income (loss) per share Numerator: Net income (loss) $ 35,572 $ (20,004) Denominator: Weighted-average common shares outstanding 70,662,185 69,140,697 Basic net income (loss) per share $ 0.50 $ (0.29) Diluted net income (loss) per share Numerator: Net income (loss) $ 35,572 $ (20,004) Denominator: Denominator for basic net income (loss) per share 70,662,185 69,140,697 Add effect of potential dilutive securities: Stock options, including purchases from contributions to ESPP 3,666,137 — Restricted stock units 88,232 — Denominator for diluted net income (loss) per share 74,416,554 69,140,697 Diluted net income (loss) per share $ 0.48 $ (0.29) |
Outstanding Dilutive Potential Shares Excluded from Calculation of Diluted Net Income (Loss) Per Share Attributable to Coherus | The following outstanding dilutive potential shares were excluded from the calculation of diluted net income (loss) per share due to their anti-dilutive effect: Three Months Ended March 31, 2020 2019 Stock options, including purchases from contributions to ESPP 8,862,891 17,767,454 Restricted stock units 4,135 28,975 Shares issuable upon conversion of Convertible Notes 4,473,871 4,473,871 Total 13,340,897 22,270,300 |
Organization and Operations (De
Organization and Operations (Details) - USD ($) $ in Thousands | Jan. 07, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | [1] |
Organization And Operations [Line Items] | |||||
Accumulated deficit | $ 859,426 | $ 894,998 | |||
Cash and cash equivalents | 193,300 | ||||
Profit Loss | $ 35,572 | $ (20,004) | |||
Term Loan | |||||
Organization And Operations [Line Items] | |||||
Total term of the loan | 4 years 9 months | ||||
Lender | Term Loan | |||||
Organization And Operations [Line Items] | |||||
Total term of the loan | 6 years | ||||
[1] | The consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated balance sheet included in the Company ’ s 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2020. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | May 02, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Income tax provision | $ 933,000 | $ 0 | |
U.S. federal statutory income tax rate | 21.00% | ||
Amgen | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Royalty payment term | 5 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||||
Cash and cash equivalents | $ 193,252 | $ 177,668 | [1] | $ 81,515 | |
Restricted cash | 0 | 50 | |||
Restricted cash, non-current | 440 | 240 | [1] | 785 | |
Total cash, cash equivalents and restricted cash | $ 193,692 | $ 177,908 | $ 82,350 | $ 73,191 | |
[1] | The consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated balance sheet included in the Company ’ s 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2020. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Feb. 29, 2016 | |
Fair Value Disclosures [Line Items] | |||
Fair Value, net transfers | $ 0 | $ 0 | |
Aggregate principal amount | $ 75,000,000 | ||
Convertible Senior Notes | |||
Fair Value Disclosures [Line Items] | |||
Convertible notes, interest rate | 8.20% | ||
Aggregate principal amount | 100,000,000 | $ 100,000,000 | |
Level 3 | Convertible Senior Notes | |||
Fair Value Disclosures [Line Items] | |||
Debt instrument fair value | 102,000,000 | ||
Lender | |||
Fair Value Disclosures [Line Items] | |||
Aggregate principal amount | $ 75,000,000 | $ 75,000,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured on a Recurring Basis (Details) - Fair Value Measurements Recurring Basis - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 191,421 | $ 155,763 |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 102 | 102 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 191,421 | 155,763 |
Level 1 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | |
Level 2 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | |
Level 3 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 102 | 102 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 190,981 | 155,523 |
Money Market Funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 190,981 | 155,523 |
Money Market Funds | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | |
Money Market Funds | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | |
Restricted Cash (Money Market Funds) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 440 | 240 |
Restricted Cash (Money Market Funds) | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 440 | $ 240 |
Restricted Cash (Money Market Funds) | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | |
Restricted Cash (Money Market Funds) | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 0 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory | ||
Raw materials | $ 5,674 | $ 5,089 |
Work in process | 47,969 | 43,446 |
Finished goods | 11,425 | 6,536 |
Total | $ 65,068 | $ 55,071 |
Inventory - Schedule of Balance
Inventory - Schedule of Balance Sheet Classification (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Inventory | |||
Inventory | $ 16,436 | $ 9,807 | [1] |
Inventory, non-current | 48,632 | 45,264 | [1] |
Total | $ 65,068 | $ 55,071 | |
[1] | The consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated balance sheet included in the Company ’ s 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2020. |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Inventory [Line Items] | |||
Prepayment made for manufacturing services | $ 11,678 | $ 8,578 | [1] |
Contract manufacturing organization (CMO) | |||
Inventory [Line Items] | |||
Prepayment made for manufacturing services | $ 10,700 | $ 7,200 | |
[1] | The consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated balance sheet included in the Company ’ s 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2020. |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |||
Total property and equipment | $ 23,593 | $ 22,136 | |
Accumulated depreciation and amortization | (16,761) | (16,296) | |
Property and equipment, net | 6,832 | 5,840 | [1] |
Machinery and Equipment | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 12,721 | 12,611 | |
Computer Equipment and Software | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 3,382 | 2,923 | |
Furniture and Fixtures | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 714 | 714 | |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 4,388 | 4,388 | |
Finance lease right of use assets | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | 255 | ||
Construction in Progress | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment | $ 2,133 | $ 1,500 | |
[1] | The consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated balance sheet included in the Company ’ s 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2020. |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Balance Sheet Components | ||
Depreciation and amortization | $ 607,000 | $ 691,000 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Balance Sheet Components | |||
Accrued clinical and manufacturing | $ 8,690 | $ 7,106 | |
Accrued other | 10,830 | 10,152 | |
Accrued liabilities | $ 19,520 | $ 17,258 | [1] |
[1] | The consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated balance sheet included in the Company ’ s 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2020. |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | ||
Net product revenue | $ 116,180 | $ 37,098 |
Revenue - Revenue by Significan
Revenue - Revenue by Significant Customer (Details) - Net Product Revenue - Customer Concentration Risk | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Concentration Risk [Line Items] | ||
Percentage of total revenue | 100.00% | 100.00% |
McKesson | ||
Concentration Risk [Line Items] | ||
Percentage of total revenue | 41.00% | 44.00% |
AmeriSource-Bergen Corp | ||
Concentration Risk [Line Items] | ||
Percentage of total revenue | 35.00% | 34.00% |
Cardinal | ||
Concentration Risk [Line Items] | ||
Percentage of total revenue | 22.00% | 19.00% |
Others | ||
Concentration Risk [Line Items] | ||
Percentage of total revenue | 2.00% | 3.00% |
Revenue - Activities and Ending
Revenue - Activities and Ending Reserve Balances for Each Significant Category of Discounts and Allowances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Balance at December 31 | $ 87,147 | |
Provision related to sales made in: | ||
Current period | 161,492 | $ 30,724 |
Prior period | 1,038 | |
Payments and customer credits issued | (150,498) | (3,024) |
Balance at March 31 | 99,179 | 27,700 |
Chargebacks and Discounts for Prompt Payment | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Balance at December 31 | 35,159 | |
Provision related to sales made in: | ||
Current period | 102,652 | 17,513 |
Prior period | 152 | |
Payments and customer credits issued | (105,612) | (2,113) |
Balance at March 31 | 32,351 | 15,400 |
Rebates | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Balance at December 31 | 27,494 | |
Provision related to sales made in: | ||
Current period | 29,456 | 5,165 |
Prior period | 4,937 | |
Payments and customer credits issued | (20,240) | |
Balance at March 31 | 41,647 | 5,165 |
Other Fees, Co-pay Assistance and Returns | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Balance at December 31 | 24,494 | |
Provision related to sales made in: | ||
Current period | 29,384 | 8,046 |
Prior period | (4,051) | |
Payments and customer credits issued | (24,646) | (911) |
Balance at March 31 | $ 25,181 | $ 7,135 |
License Agreements (Details)
License Agreements (Details) € in Millions, $ in Millions | 3 Months Ended | |||
Mar. 31, 2020USD ($) | Mar. 31, 2020EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | |
Bioeq IP AG | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Initial term of agreement | 10 years | 10 years | ||
Upfront and milestone payment | $ 11.1 | € 10 | ||
Estimated period of performance upfront fee | € | € 25 | |||
Percentage of gross profits on sales | 50.00% | 50.00% | ||
Innovent Biologics (Suzhou) Co., Ltd. | Licensed Products | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Upfront and milestone payment | $ 5 | |||
Innovent Biologics (Suzhou) Co., Ltd. | Bevacizumab Licensed Product | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Additional milestone payments | 40 | |||
Innovent Biologics (Suzhou) Co., Ltd. | Rituximab Licensed Product | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Additional milestone payments | 40 | |||
Innovent Biologics (Suzhou) Co., Ltd. | Option exercise fee | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Costs | 5 | |||
Innovent Biologics (Suzhou) Co., Ltd. | Technology transfer | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Costs | $ 10 | |||
Innovent Biologics (Suzhou) Co., Ltd. | Maximum | Licensed Products | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Percentage of gross profits on sales | 20.00% | 20.00% |
Convertible Notes and Term Lo_3
Convertible Notes and Term Loan - Additional Information (Details) | Feb. 29, 2016USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Jan. 07, 2019USD ($) |
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 75,000,000 | |||
KKR Member | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 20,000,000 | |||
MX II Member | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 4,000,000 | |||
KMGCP Member | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 1,000,000 | |||
Lender | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 75,000,000 | $ 75,000,000 | ||
Convertible Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 100,000,000 | $ 100,000,000 | ||
Convertible notes, interest rate | 8.20% | |||
Convertible notes, interest rate description | The Convertible Notes bear interest at a fixed coupon rate of 8.2% per annum payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, which commenced on March 31, 2016 | |||
Debt instrument maturity date | Mar. 31, 2022 | |||
Convertible notes, premium percentage | 9.00% | |||
Common shares at conversion | shares | 44.7387 | |||
Conversion price per common share | $ / shares | $ 22.35 | |||
Principal amount of notes converted into shares | $ 1,000 | |||
Percentage of applicable conversion price | 160.00% | |||
Convertible trading days | 20 | |||
Convertible consecutive trading days | 30 | |||
Percentage to pay in cash of the par value of notes | 109.00% | |||
Convertible notes, covenant compliance | The Convertible Notes contain customary negative covenants and events of default (as defined in the Note Purchase Agreement (as defined below)), the occurrence of which could result in the acceleration of all amounts due under the Convertible Note. As of March 31, 2020, the Company was in full compliance with these covenants and there were no events of default under the Convertible Notes. | |||
Convertible notes, converted amount | $ 72,600,000 | |||
Closing stock, price per share | $ / shares | $ 16.22 | |||
Unamortized debt discount and debt issuance costs on Convertible Notes | $ 3,845,000 | |||
Effective interest rate | 9.48% | |||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 75,000,000 | |||
Debt instrument maturity date | Jan. 7, 2025 | |||
Unamortized debt discount and debt issuance costs on Convertible Notes | $ 4,142,000 | |||
Effective interest rate | 10.47% | |||
Term Loan | Lender | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 75,000,000 |
Convertible Notes and Term Lo_4
Convertible Notes and Term Loan - Components of Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Feb. 29, 2016 | |
Debt Instrument [Line Items] | ||||
Principal amount of the Convertible Notes | $ 75,000 | |||
Convertible Notes | $ 78,866 | 78,542 | [1] | |
Convertible Notes - related parties | 26,289 | 26,181 | [1] | |
Convertible Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount of the Convertible Notes | 100,000 | $ 100,000 | ||
Unamortized debt discount and debt issuance costs | (3,845) | |||
Total Convertible Notes | 105,155 | 104,723 | ||
Convertible Senior Notes | Related Party Debt | ||||
Debt Instrument [Line Items] | ||||
Principal amount of the Convertible Notes | 27,250 | 27,250 | ||
Unamortized debt discount and debt issuance costs | (961) | (1,069) | ||
Convertible Notes - related parties | 26,289 | 26,181 | ||
Convertible Senior Notes | Parent Company | ||||
Debt Instrument [Line Items] | ||||
Principal amount of the Convertible Notes | 81,750 | 81,750 | ||
Unamortized debt discount and debt issuance costs | (2,884) | (3,208) | ||
Convertible Notes | $ 78,866 | $ 78,542 | ||
[1] | The consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated balance sheet included in the Company ’ s 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2020. |
Convertible Notes and Term Lo_5
Convertible Notes and Term Loan - Components of Interest Expense of Convertible Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | ||
Accretion of debt discount and debt issuance costs | $ 627 | $ 547 |
Interest expense | 620 | 610 |
Total interest expense | 4,431 | 4,216 |
Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Total interest expense | 2,482 | 2,443 |
Convertible Senior Notes | Related Party Debt | ||
Debt Instrument [Line Items] | ||
Stated coupon interest | 512 | 512 |
Accretion of debt discount and debt issuance costs | 108 | 98 |
Interest expense | 620 | 610 |
Convertible Senior Notes | Parent Company | ||
Debt Instrument [Line Items] | ||
Stated coupon interest | 1,538 | 1,538 |
Accretion of debt discount and debt issuance costs | 324 | 295 |
Interest expense | $ 1,862 | $ 1,833 |
Convertible Notes and Term Lo_6
Convertible Notes and Term Loan - Schedule of Future Payments on the Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Net carrying amount | $ 73,663 | |
Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Remainder of 2020 | $ 6,150 | |
2021 | 8,200 | |
2022 | 111,050 | |
Total minimum payments | 125,400 | |
Less amount representing interest | (16,400) | |
Convertible Notes, principal amount | 109,000 | |
Less debt discount and debt issuance costs on Convertible Notes | (3,845) | |
Net carrying amount | $ 105,155 |
Convertible Notes and Term Lo_7
Convertible Notes and Term Loan - Term Loan Narrative (Details) - USD ($) $ in Thousands | Jan. 07, 2019 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | Jan. 01, 2020 | Feb. 29, 2016 |
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 75,000 | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Total term of the loan | 4 years 9 months | |||||
Aggregate principal amount | $ 75,000 | |||||
Effective interest rate | 10.47% | |||||
Net sales | $ 250,000 | |||||
Debt instrument maturity date | Jan. 7, 2025 | |||||
Percentage required to pay an additional exit fee on principal amount | 4.00% | |||||
Consolidated net sales, 2020 | $ 125,000 | |||||
Consolidated net sales, thereafter | 150,000 | |||||
Unamortized debt discount and debt issuance costs on Term Loan | $ 4,142 | |||||
Term Loan | Paid on or Prior to the Three Year Anniversary of Closing Date | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment premium, description | with respect to any prepayment paid or required to be paid on or prior to the three year anniversary of the Credit Agreement Closing Date, 5.00% of the Borrowings prepaid or required to be prepaid, plus all required interest payments that would have been due on the Borrowings prepaid or required to be prepaid through and including the three year anniversary of the Term Loan Closing Date | |||||
Prepayment premium percentage | 5.00% | |||||
Term Loan | Paid after the Three Year but on or Prior to the Four Year Anniversary of Closing Date | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment premium, description | with respect to any prepayment paid or required to be paid after the three year anniversary of the Term Loan Closing Date but on or prior to the four year anniversary of the Term Loan Closing Date, 5.00% of the Borrowings prepaid or required to be prepaid | |||||
Prepayment premium percentage | 5.00% | |||||
Term Loan | Paid after the Four Year but on or Prior to the Five Year Anniversary of Closing Date | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment premium, description | with respect to any prepayment paid or required to be paid after the four year anniversary of the Term Loan Closing Date but on or prior to the five year anniversary of the Term Loan Closing Date, 2.50% of the Borrowings prepaid or required to be prepaid | |||||
Prepayment premium percentage | 2.50% | |||||
Term Loan | Paid Thereafter | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment premium, description | with respect to any prepayment paid or required to be prepaid thereafter, 1.25% of the Borrowings prepaid or required to be prepaid | |||||
Prepayment premium percentage | 1.25% | |||||
Term Loan | Maximum | Scenario Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Net sales | $ 375,000 | |||||
Term Loan | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Consolidated net sales, 2019 | $ 70,000 | |||||
Term Loan | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate | 7.00% | 6.75% | ||||
Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total term of the loan | 2 years | |||||
Lender | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 75,000 | $ 75,000 | ||||
Lender | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Total term of the loan | 6 years | |||||
Aggregate principal amount | $ 75,000 | |||||
Payment of closing fee to the lenders in form of origination issue discount | $ 1,100 |
Convertible Notes and Term Lo_8
Convertible Notes and Term Loan - Components of Term Loan (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Principal amount of the Term Loan | $ 75,000 | |
Unamortized debt discount and debt issuance costs | (1,337) | |
Net carrying amount | $ 73,663 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount of the Term Loan | $ 75,000 | |
Unamortized debt discount and debt issuance costs | (1,142) | |
Net carrying amount | $ 73,858 |
Convertible Notes and Term Lo_9
Convertible Notes and Term Loan - Components of Interest Expense on Term Loan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | ||
Accretion of debt discount and debt issuance costs | $ 627 | $ 547 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Stated coupon interest | 1,754 | 1,620 |
Accretion of debt discount and debt issuance costs | 195 | 152 |
Interest expense | $ 1,949 | $ 1,772 |
Convertible Notes and Term L_10
Convertible Notes and Term Loan - Schedule of Future Payments on the Term Loan (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Net carrying amount | $ 73,663 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Remainder of 2020 | $ 5,299 | |
2021 | 7,034 | |
2022 | 7,034 | |
2023 | 39,187 | |
2024 | 36,072 | |
2025 | 11,349 | |
Total minimum payments | 105,975 | |
Less amount representing interest | (27,975) | |
Term Loan, gross | 78,000 | |
Less debt discount and debt issuance costs on Convertible Notes | (4,142) | |
Net carrying amount | $ 73,858 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Non-Cancellable Purchase Commitment (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Commitments and Contingencies. | |
Remainder of 2020 | $ 20,731 |
2021 | 28,760 |
2022 | 8,403 |
2023 | 600 |
Total obligations | $ 58,494 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) | May 02, 2019 |
Amgen | |
Loss Contingencies [Line Items] | |
Royalty payment term | 5 years |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2015ft² | Mar. 31, 2020USD ($)ft²item | Mar. 31, 2019USD ($) | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | ||||
Area of office space leased | ft² | 47,789 | |||
Future minimum lease payments for the undelivered vehicles | $ 281 | |||
Cash paid for amounts included in measurement of lease liabilities | $ 800 | $ 700 | ||
Operating lease weighted average remaining term | 4 years 9 months 18 days | 4 years 8 months 12 days | ||
Operating lease Weighted average discount rate | 8.10% | 8.20% | ||
Finance lease weighted average remaining term | 3 years | |||
Finance lease Weighted average discount rate | 6.00% | |||
Corporate Headquarters Lease | ||||
Lessee Lease Description [Line Items] | ||||
Lease Expiration Date | Sep. 1, 2024 | |||
Option to extend lease | true | |||
Term of optional lease renewal | 5 years | |||
New Camarillo Lease | ||||
Lessee Lease Description [Line Items] | ||||
Area of office space leased | ft² | 25,017 | |||
Lease Expiration Date | May 1, 2027 | |||
Option to extend lease | true | |||
Term of optional lease renewal | 5 years | |||
Vehicle leases | ||||
Lessee Lease Description [Line Items] | ||||
Number of vehicles leased | item | 6 | |||
Term of leases | 36 months | |||
Number of additional vehicles committed to lease | item | 31 | |||
Future minimum lease payments for the undelivered vehicles | $ 1,200 |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheet Classification of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Assets: | |||
Operating lease right-of-use assets | $ 11,527 | $ 10,649 | [1] |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating lease right-of-use assets | Operating lease right-of-use assets | |
Finance lease | $ 255 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property Plant And Equipment Net | Property Plant And Equipment Net | |
Total leased assets | $ 11,782 | $ 10,649 | |
Liabilities: | |||
Operating lease, liability, current | $ 2,365 | $ 2,196 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities Current | Other Liabilities Current | |
Operating lease liability noncurrent | $ 10,964 | $ 10,256 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liability noncurrent | Operating lease liability noncurrent | |
Total operating lease liabilities | $ 13,329 | $ 12,452 | |
Finance lease liabilities, current | $ 84 | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities Current | Other Liabilities Current | |
Finance lease liabilities, non-current | $ 174 | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liability noncurrent | Operating lease liability noncurrent | |
Total finance lease liabilities | $ 258 | $ 0 | |
[1] | The consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated balance sheet included in the Company ’ s 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2020. |
Leases - Operating Lease Costs
Leases - Operating Lease Costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases | ||
Operating lease costs | $ 0.8 | $ 0.5 |
Cash paid for amounts included in measurement of lease liabilities | $ 0.8 | $ 0.7 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating leases | ||
Remainder of 2020 | $ 2,453 | |
2021 | 3,425 | |
2022 | 3,293 | |
2023 | 3,438 | |
2024 | 2,889 | |
2025 and beyond | 700 | |
Total lease payments | 16,198 | |
Less imputed interest | (2,869) | |
Total operating lease liabilities | 13,329 | $ 12,452 |
Finance leases | ||
Remainder of 2020 | 74 | |
2021 | 91 | |
2022 | 91 | |
2023 | 25 | |
Total lease payments | 281 | |
Less imputed interest | (23) | |
Total finance lease liabilities | $ 258 | $ 0 |
Common Stock and Stock-Based _3
Common Stock and Stock-Based Compensation - Common Stock Offerings (Details) - At-the-Market Equity Offering Program - Cowen and Company LLC - USD ($) | Oct. 28, 2016 | Mar. 31, 2019 |
Class Of Stock [Line Items] | ||
Maximum amount of sales that agent may sell in shares of its common stock | $ 100,000,000 | |
Percentage of gross sales proceeds of common stock payable as compensation | 3.00% | |
Common stock, shares issued and sold | 761,130 | |
Share price | $ 11.17 | |
Gross proceeds from issuance of common stock | $ 8,500,000 | |
Offering expense | 300,000 | |
Common stock, net proceeds | $ 8,200,000 |
Common Stock and Stock-Based _4
Common Stock and Stock-Based Compensation - Options and restricted stock units granted to employees and nonemployees (Details) - Employees and Nonemployees Stock Option and Restricted Stock Units - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 9,555 | $ 9,494 |
Capitalized stock-based compensation expense into inventory | 434 | 319 |
Cost of Goods Sold | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 45 | |
Research and Development Expense. | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 3,590 | 3,658 |
Selling, General and Administrative Expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 5,920 | $ 5,836 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Taxes | ||
Income tax provision | $ 933,000 | $ 0 |
U.S. federal statutory income tax rate | 21.00% |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to the Company (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net income (loss) | $ 35,572 | $ (20,004) |
Denominator: | ||
Weighted-average common shares outstanding | 70,662,185 | 69,140,697 |
Basic net income (loss) per share attributable to Coherus | $ 0.50 | $ (0.29) |
Numerator: | ||
Net income (loss) | $ 35,572 | $ (20,004) |
Denominator: | ||
Denominator for basic net income (loss) per share attributable to Coherus | 70,662,185 | 69,140,697 |
Stock options, including purchases from contributions to ESPP | 3,666,137 | 0 |
Restricted stock units | 88,232 | 0 |
Denominator for diluted net income (loss) per share attributable to Coherus | 74,416,554 | 69,140,697 |
Diluted net income (loss) per share attributable to Coherus | $ 0.48 | $ (0.29) |
Net Income (Loss) Per Share - O
Net Income (Loss) Per Share - Outstanding Dilutive Potential Shares Excluded from Calculation of Diluted Net Income (Loss) Per Share Attributable to Coherus (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of diluted net loss per share | 13,340,897 | 22,270,300 |
Stock Options, Including Purchases from Contributions to ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of diluted net loss per share | 8,862,891 | 17,767,454 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of diluted net loss per share | 4,135 | 28,975 |
Convertible Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of diluted net loss per share | 4,473,871 | 4,473,871 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Feb. 29, 2016 | |
Related Party Transaction [Line Items] | ||||
Research and development expense | $ 33,107 | $ 18,789 | ||
Aggregate principal amount | $ 75,000 | |||
Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Aggregate principal amount | $ 25,000 |
Subsequent Event - Convertible
Subsequent Event - Convertible Senior Subordinated Notes Financing and Capped Call Transactions (Details) $ / shares in Units, $ in Thousands | Apr. 20, 2020$ / shares | Apr. 13, 2020USD ($) | Apr. 30, 2020USD ($)$ / shares | Apr. 14, 2020$ / shares | Dec. 31, 2019USD ($) |
Credit Agreement Amendment | |||||
Maximum convertible bond indebtness | $ 73,663 | ||||
Private offering | |||||
Class Of Stock [Line Items] | |||||
Terms of Conversion Feature | At any time before the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their 2026 Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. | ||||
Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Share price | $ / shares | $ 14.815 | ||||
2026 Convertible Notes | Subsequent Event | Private offering | |||||
Class Of Stock [Line Items] | |||||
Aggregate principal amount issued and sold | $ 230,000 | ||||
Convertible notes, interest rate | 1.50% | ||||
Frequency of payments | payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020 | ||||
Debt instrument maturity date | Apr. 15, 2026 | ||||
Conversion rate per $1,000 principal amount | 51.9224 | ||||
Conversion price | $ / shares | $ 19.26 | ||||
Percentage premium over the last reported sale price | 30.00% | ||||
2026 Convertible Notes | Subsequent Event | Capped call transactions | |||||
Class Of Stock [Line Items] | |||||
Percentage premium over the last reported sale price | 75.00% | ||||
Cap price of the capped call transactions | $ / shares | $ 25.9263 | ||||
Net proceeds from the offering | $ 222,400 | ||||
Proceeds used to fund the cost of the transaction | $ 18,200 | ||||
Credit Agreement Amendment | Subsequent Event | |||||
Credit Agreement Amendment | |||||
Maximum convertible bond indebtness | $ 230,000 | ||||
Percentage of the company's market capitalization | 20.00% |