Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 31, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35006 | |
Entity Registrant Name | SPECTRUM PHARMACEUTICALS INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 93-0979187 | |
Entity Address, Address Line One | 11500 South Eastern Avenue | |
Entity Address, Address Line Two | Suite 240 | |
Entity Address, City or Town | Henderson | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89052 | |
City Area Code | 702 | |
Local Phone Number | 835-6300 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | SPPI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 145,922,206 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000831547 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 77,132 | $ 64,418 |
Marketable securities | 121,179 | 159,455 |
Accounts receivable, net of allowance for credit losses of $43 and $43, respectively | 453 | 441 |
Other receivables | 3,186 | 9,558 |
Prepaid expenses and other current assets | 10,876 | 10,148 |
Total current assets | 212,826 | 244,020 |
Property and equipment, net | 18,456 | 11,607 |
Facility and equipment under lease | 2,662 | 3,806 |
Other assets | 3,994 | 4,000 |
Total assets | 237,938 | 263,433 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 52,985 | 54,284 |
Accrued payroll and benefits | 8,113 | 7,686 |
Total current liabilities | 61,098 | 61,970 |
Other long-term liabilities | 8,480 | 11,070 |
Total liabilities | 69,578 | 73,040 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 300,000,000 shares authorized; 145,931,172 and 113,299,612 issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 146 | 113 |
Additional paid-in capital | 1,016,474 | 918,205 |
Accumulated other comprehensive loss | (2,724) | (3,498) |
Accumulated deficit | (845,536) | (724,427) |
Total stockholders’ equity | 168,360 | 190,393 |
Total liabilities and stockholders’ equity | $ 237,938 | $ 263,433 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 43 | $ 43 |
Preferred stock, par value ($ per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value ($ per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (shares) | 145,931,172 | 113,299,612 |
Common stock, shares outstanding (shares) | 145,931,172 | 113,299,612 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating costs and expenses: | ||||
Selling, general and administrative | 15,116 | 13,126 | 44,654 | 46,308 |
Research and development | 24,453 | 17,167 | 62,192 | 56,035 |
Total operating costs and expenses | 39,569 | 30,293 | 106,846 | 102,343 |
Loss from continuing operations before other income (expense) and income taxes | (39,569) | (30,293) | (106,846) | (102,343) |
Other income (expense): | ||||
Interest income, net | 188 | 1,521 | 1,217 | 4,076 |
Other income (expense), net | (9,131) | 2,015 | (15,720) | (5,547) |
Total other income (expense) | (8,943) | 3,536 | (14,503) | (1,471) |
Loss from continuing operations before income taxes | (48,512) | (26,757) | (121,349) | (103,814) |
(Provision) benefit for income taxes from continuing operations | (6) | 200 | (15) | 8,628 |
Loss from continuing operations | (48,518) | (26,557) | (121,364) | (95,186) |
Income from discontinued operations, net of income taxes | 66 | 572 | 255 | 21,547 |
Net loss | $ (48,452) | $ (25,985) | $ (121,109) | $ (73,639) |
Basic and diluted loss per share: | ||||
Loss per common share from continuing operations ($ per share) | $ (0.37) | $ (0.24) | $ (1.02) | $ (0.86) |
Income per common share from discontinued operations ($ per share) | 0 | 0.01 | 0 | 0.20 |
Net loss per common share ($ per share) | $ (0.37) | $ (0.23) | $ (1.02) | $ (0.67) |
Weighted average shares outstanding, basic and diluted | 131,455,727 | 111,178,880 | 118,664,914 | 110,291,090 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (48,452) | $ (25,985) | $ (121,109) | $ (73,639) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on available-for-sale securities, net of tax | 73 | (7) | (61) | 93 |
Foreign currency translation adjustments | 457 | (760) | 835 | (922) |
Other comprehensive income (loss) | 530 | (767) | 774 | (829) |
Total comprehensive loss | $ (47,922) | $ (26,752) | $ (120,335) | $ (74,468) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | At-the-market sales offering | Public offering | Common Stock | Common StockAt-the-market sales offering | Common StockPublic offering | Additional Paid-In Capital | Additional Paid-In CapitalAt-the-market sales offering | Additional Paid-In CapitalPublic offering | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning Balance, (shares) at Dec. 31, 2018 | 110,525,141 | ||||||||||
Beginning Balance at Dec. 31, 2018 | $ 271,410 | $ 110 | $ 886,740 | $ (3,702) | $ (611,738) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (19,259) | (19,259) | |||||||||
Other comprehensive loss, net | (390) | (390) | |||||||||
Recognition of stock-based compensation expense | 7,481 | 7,481 | |||||||||
Issuance of common stock to 401(k) plan for employees (shares) | 47,347 | ||||||||||
Issuance of common stock to 401(k) plan for employees | 519 | 519 | |||||||||
Issuance of common stock upon exercise of stock options (shares) | 146,785 | ||||||||||
Issuance of common stock upon exercise of stock options | 831 | 831 | |||||||||
Restricted stock award grants, net of forfeitures (shares) | 259,539 | ||||||||||
Restricted stock award grants, net of forfeitures | 1 | $ 1 | |||||||||
Issuance of common stock upon vesting of restricted stock units (shares) | 233,760 | ||||||||||
Issuance of common stock upon vesting of restricted stock units | 0 | ||||||||||
Ending Balance, (shares) at Mar. 31, 2019 | 111,212,572 | ||||||||||
Ending Balance at Mar. 31, 2019 | 260,593 | $ 111 | 895,571 | (4,092) | (630,997) | ||||||
Beginning Balance, (shares) at Dec. 31, 2018 | 110,525,141 | ||||||||||
Beginning Balance at Dec. 31, 2018 | 271,410 | $ 110 | 886,740 | (3,702) | (611,738) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (73,639) | ||||||||||
Ending Balance, (shares) at Sep. 30, 2019 | 112,988,706 | ||||||||||
Ending Balance at Sep. 30, 2019 | 222,763 | $ 113 | 912,558 | (4,531) | (685,377) | ||||||
Beginning Balance, (shares) at Mar. 31, 2019 | 111,212,572 | ||||||||||
Beginning Balance at Mar. 31, 2019 | 260,593 | $ 111 | 895,571 | (4,092) | (630,997) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (28,395) | (28,395) | |||||||||
Other comprehensive loss, net | 328 | 328 | |||||||||
Recognition of stock-based compensation expense | $ 4,814 | 4,814 | |||||||||
Issuance of common shares, net (shares) | 221,529 | 221,529 | |||||||||
Issuance of common shares, net | $ 1,814 | $ 1,814 | |||||||||
Issuance of common stock to 401(k) plan for employees (shares) | 24,382 | ||||||||||
Issuance of common stock to 401(k) plan for employees | $ 205 | 205 | |||||||||
Issuance of common stock for employee stock purchase plan (shares) | 60,606 | ||||||||||
Issuance of common stock for employee stock purchase plan | 444 | 444 | |||||||||
Issuance of common stock upon exercise of stock options (shares) | 504,226 | ||||||||||
Issuance of common stock upon exercise of stock options | 3,023 | 3,023 | |||||||||
Restricted stock award grants, net of forfeitures (shares) | 651,072 | ||||||||||
Restricted stock award grants, net of forfeitures | 1 | $ 1 | |||||||||
Issuance of common stock upon vesting of restricted stock units (shares) | 10,000 | ||||||||||
Issuance of common stock upon vesting of restricted stock units | 0 | ||||||||||
Ending Balance, (shares) at Jun. 30, 2019 | 112,684,387 | ||||||||||
Ending Balance at Jun. 30, 2019 | 242,827 | $ 112 | 905,871 | (3,764) | (659,392) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (25,985) | (25,985) | |||||||||
Other comprehensive loss, net | (767) | (767) | |||||||||
Recognition of stock-based compensation expense | 4,021 | 4,021 | |||||||||
Issuance of common stock to 401(k) plan for employees (shares) | 21,454 | ||||||||||
Issuance of common stock to 401(k) plan for employees | 165 | 165 | |||||||||
Issuance of common stock upon exercise of stock options (shares) | 364,358 | ||||||||||
Issuance of common stock upon exercise of stock options | 2,499 | $ 1 | 2,498 | ||||||||
Restricted stock award grants, net of forfeitures (shares) | (81,493) | ||||||||||
Restricted stock award grants, net of forfeitures | 0 | ||||||||||
Refund of SEC fees in connection with an at-the-market sales agreement for our common shares | 3 | 3 | |||||||||
Ending Balance, (shares) at Sep. 30, 2019 | 112,988,706 | ||||||||||
Ending Balance at Sep. 30, 2019 | 222,763 | $ 113 | 912,558 | (4,531) | (685,377) | ||||||
Beginning Balance, (shares) at Dec. 31, 2019 | 113,299,612 | ||||||||||
Beginning Balance at Dec. 31, 2019 | 190,393 | $ 113 | 918,205 | (3,498) | (724,427) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (40,572) | (40,572) | |||||||||
Other comprehensive loss, net | (1,329) | (1,329) | |||||||||
Recognition of stock-based compensation expense | 5,010 | 5,010 | |||||||||
Issuance of common stock to 401(k) plan for employees (shares) | 96,959 | ||||||||||
Issuance of common stock to 401(k) plan for employees | 265 | 265 | |||||||||
Restricted stock award grants, net of forfeitures (shares) | 1,377,508 | ||||||||||
Restricted stock award grants, net of forfeitures | 1 | $ 1 | |||||||||
Ending Balance, (shares) at Mar. 31, 2020 | 114,774,079 | ||||||||||
Ending Balance at Mar. 31, 2020 | 153,768 | $ 114 | 923,480 | (4,827) | (764,999) | ||||||
Beginning Balance, (shares) at Dec. 31, 2019 | 113,299,612 | ||||||||||
Beginning Balance at Dec. 31, 2019 | 190,393 | $ 113 | 918,205 | (3,498) | (724,427) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (121,109) | ||||||||||
Ending Balance, (shares) at Sep. 30, 2020 | 145,931,172 | ||||||||||
Ending Balance at Sep. 30, 2020 | 168,360 | $ 146 | 1,016,474 | (2,724) | (845,536) | ||||||
Beginning Balance, (shares) at Mar. 31, 2020 | 114,774,079 | ||||||||||
Beginning Balance at Mar. 31, 2020 | 153,768 | $ 114 | 923,480 | (4,827) | (764,999) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (32,085) | (32,085) | |||||||||
Other comprehensive loss, net | 1,573 | 1,573 | |||||||||
Recognition of stock-based compensation expense | $ 3,988 | 3,988 | |||||||||
Issuance of common shares, net (shares) | 1,024,286 | 1,024,286 | |||||||||
Issuance of common shares, net | 3,071 | $ 1 | 3,070 | ||||||||
Issuance of common stock for employee stock purchase plan (shares) | 98,362 | ||||||||||
Issuance of common stock for employee stock purchase plan | $ 282 | 282 | |||||||||
Restricted stock award grants, net of forfeitures (shares) | 1,926,385 | ||||||||||
Restricted stock award grants, net of forfeitures | 0 | $ 3 | (3) | ||||||||
Issuance of common stock upon vesting of restricted stock units (shares) | 861 | ||||||||||
Issuance of common stock upon vesting of restricted stock units | 0 | ||||||||||
Ending Balance, (shares) at Jun. 30, 2020 | 117,823,973 | ||||||||||
Ending Balance at Jun. 30, 2020 | 130,597 | $ 118 | 930,817 | (3,254) | (797,084) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (48,452) | (48,452) | |||||||||
Other comprehensive loss, net | 530 | 530 | |||||||||
Recognition of stock-based compensation expense | $ 4,108 | 4,108 | |||||||||
Issuance of common shares, net (shares) | 2,926,112 | 2,926,112 | 24,916,667 | ||||||||
Issuance of common shares, net | $ 11,831 | $ 69,733 | $ 3 | $ 25 | $ 11,828 | $ 69,708 | |||||
Issuance of common stock upon exercise of stock options (shares) | 3,542 | ||||||||||
Issuance of common stock upon exercise of stock options | $ 13 | 13 | |||||||||
Restricted stock award grants, net of forfeitures (shares) | 260,878 | ||||||||||
Restricted stock award grants, net of forfeitures | 0 | ||||||||||
Issuance of common stock upon vesting of restricted stock units (shares) | 0 | ||||||||||
Issuance of common stock upon vesting of restricted stock units | 0 | ||||||||||
Ending Balance, (shares) at Sep. 30, 2020 | 145,931,172 | ||||||||||
Ending Balance at Sep. 30, 2020 | $ 168,360 | $ 146 | $ 1,016,474 | $ (2,724) | $ (845,536) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows From Operating Activities: | ||
Loss from continuing operations | $ (121,364) | $ (95,186) |
Income from discontinued operations, net of income taxes | 255 | 21,547 |
Net loss | (121,109) | (73,639) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | (105) | 1,487 |
Stock-based compensation | 13,371 | 17,205 |
Recognized gain on Commercial Product Portfolio Transaction | 0 | (33,451) |
Non-cash lease expense | 1,148 | 1,313 |
Amortization of discount on investments in debt securities | 84 | (348) |
Realized gain on mutual funds | (136) | 0 |
Income tax recognition on unrealized gain on available-for-sale securities | 0 | (31) |
Realized gain on sale of equity holdings | (542) | (2,674) |
Unrealized loss on equity holdings | 16,029 | 9,745 |
Unrealized loss (gain) from transactions denominated in foreign currency | 501 | (5) |
Change in deferred tax liabilities | 0 | (1,469) |
Change in fair value of contingent consideration | 0 | 1,478 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 1 | 29,359 |
Other receivables | 6,370 | (4,068) |
Inventories | 0 | (2,037) |
Prepaid expenses and other current assets | (2,663) | (5,005) |
Other assets | 6 | (1,428) |
Accounts payable and other accrued liabilities | 426 | (35,233) |
Accrued payroll and benefits | 427 | (3,378) |
FOLOTYN development liability | 0 | (4) |
Contract liabilities | 0 | (3,490) |
Other long-term liabilities | (2,134) | 2,234 |
Net cash used in operating activities | (88,326) | (103,439) |
Cash Flows From Investing Activities: | ||
Proceeds from Commercial Product Portfolio Transaction | 0 | 158,765 |
Proceeds from maturities of marketable securities | 92,433 | 38,540 |
Proceeds from sale of equity holdings | 1,843 | 5,074 |
Proceeds from sale of mutual funds | 2,496 | 0 |
Purchases of marketable securities | (71,671) | (127,584) |
Purchases of mutual funds | (1,910) | 0 |
Purchases of property and equipment, net | (6,991) | (8,670) |
Net cash provided by investing activities | 16,200 | 66,125 |
Cash Flows From Financing Activities: | ||
Proceeds from sale of stock under our employee stock purchase plan | 283 | 444 |
Proceeds from employees for exercises of stock options | 13 | 6,355 |
Net cash provided by financing activities | 84,931 | 8,616 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (91) | (144) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 12,714 | (28,842) |
Cash, cash equivalents and restricted cash—beginning of period | 64,418 | 157,480 |
Cash, cash equivalents and restricted cash—end of period | 77,132 | 128,638 |
Supplemental disclosure of cash flow information: | ||
Cash paid for facility and equipment under operating leases | 1,805 | 1,266 |
Cash paid for income taxes | 14 | 38 |
Noncash investing activities: | ||
Additions of property and equipment that remain in accounts payable and other accrued liabilities | 6,017 | 300 |
Public offering | ||
Cash Flows From Financing Activities: | ||
Proceeds from issuance of common stock pursuant to at-the-market offering | 69,733 | 0 |
At-the-market sales offering | ||
Cash Flows From Financing Activities: | ||
Proceeds from issuance of common stock pursuant to at-the-market offering | $ 14,902 | $ 1,817 |
Description of Business, Basis
Description of Business, Basis of Presentation, and Operating Segment | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Basis of Presentation, and Operating Segment | DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND OPERATING SEGMENT (a) Description of Business Spectrum Pharmaceuticals, Inc. (“Spectrum”, the “Company”, “we”, “our”, or “us”) is a biopharma company, with a primary strategy comprised of acquiring, developing, and commercializing novel and targeted oncology therapies. Our in-house development organization includes clinical development, regulatory, quality and data management. We continue to build out our commercial and marketing capabilities in the second half of 2020 to prepare for the launch of ROLONTIS. We have three drugs in development: • ROLONTIS, a novel long-acting granulocyte colony-stimulating factor (“G-CSF”) for chemotherapy-induced neutropenia, which is under review by the U.S. Food and Drug Administration (the “FDA”). On October 26, 2020, the Company announced that the FDA had deferred action on the BLA for ROLONTIS due to the inability to conduct an inspection of our third-party manufacturing facility in South Korea as a result of COVID-19 related travel restrictions; • Poziotinib, a novel irreversible tyrosine kinase inhibitor under investigation for non-small cell lung cancer (“NSCLC”) tumors with various mutations; and • Anti-CD20-IFNα, an antibody-interferon fusion molecule directed against CD20 that is in Phase 1 development for treating relapsed or refractory non-Hodgkin’s lymphoma patients (including diffuse large B-cell lymphoma). Our business strategy is the development of our late-stage assets through commercialization and the sourcing of additional assets that are synergistic with our existing portfolio (through purchase acquisitions, in-licensing transactions, or co-development and marketing arrangements). (b) Basis of Presentation Interim Financial Statements The interim financial data for the three and nine months ended September 30, 2020 and 2019 is unaudited and is not necessarily indicative of our operating results for a full year. In the opinion of our management, the interim data includes normal and recurring adjustments necessary for a fair presentation of our financial results for the three and nine months ended September 30, 2020 and 2019. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the Securities and Exchange Commission (“SEC”) rules and regulations relating to interim financial statements. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and Notes thereto included within our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (filed with the SEC on March 2, 2020). Discontinued Operations - Sale of our Commercial Product Portfolio On March 1, 2019, we completed the sale of our seven then-commercialized drugs, including FUSILEV, KHAPZORY, FOLOTYN, ZEVALIN , MARQIBO, BELEODAQ, and EVOMELA (the “Commercial Product Portfolio”) to Acrotech Biopharma LLC (“Acrotech”) (the “Commercial Product Portfolio Transaction”). Upon closing, we received $158.8 million in an upfront cash payment (of which $4 million was held in escrow until November 2019). We are also entitled to receive up to an aggregate of $140 million upon Acrotech's future achievement of certain regulatory milestones (totaling $40 million) and sales-based milestones (totaling $100 million) relating to the Commercial Product Portfolio. These Condensed Consolidated Financial Statements reflect the corresponding revenue-deriving activities and allocable expenses of this commercial business within “discontinued operations” (see Note 10) . We have presented our face financial statements in general conformity with our historical format, even where presented values are $-0- within continuing operations due to required discontinued operations classification for all periods presented. We believe this format provides increased clarity and comparability with our previously filed financial statements, as well as our expectation that these financial statement captions and associated footnote disclosures will remain relevant to our future business activities. Principles of Consolidation The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with GAAP and with the rules and regulations of the SEC. These financial statements include the financial position, results of operations, and cash flows of Spectrum and its subsidiaries, all of which are wholly-owned. All inter-company accounts and transactions among these legal entities have been eliminated in consolidation. In May 2019, we dissolved Spectrum Pharma Canada Inc., previously consolidated as a “variable interest entity” (as defined under applicable GAAP). (c) Operating Segment |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Use of Estimates | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Use of Estimates | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires our management to make informed estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, and expenses. These amounts may materially differ from the amounts ultimately realized and reported due to the inherent uncertainty of any estimate or assumption. On an on-going basis, our management evaluates (as applicable) its most critical estimates and assumptions, including those related to: (i) gross-to-net revenue adjustments; (ii) the timing of revenue recognition; (iii) the collectability of customer accounts; (iv) whether the cost of our inventories can be recovered; (v) the realization of our tax assets and estimates of our tax liabilities; (vi) the fair value of our investments; (vii) the valuation of our stock options and the periodic expense recognition of stock-based compensation; and (viii) the potential outcome of our ongoing or threatened litigation. Our accounting policies and estimates that most significantly impact the presented amounts within these Condensed Consolidated Financial Statements are further described below: (i) Revenue Recognition On March 1, 2019, we completed the Commercial Product Portfolio Transaction. In accordance with applicable GAAP ( ASC 205-20, Presentation of Financial Statements ), the revenue-deriving activities of our sold commercial operation are separately classified as “discontinued” for all periods presented within the accompanying Condensed Consolidated Statements of Operations. Required Elements of Our Revenue Recognition : Revenue from our (a) product sales, (b) out-license arrangements, and (c) service arrangements is recognized under Accounting Standards Update (“ ASU ”) No. 2014-09 , Revenue from Contracts with Customers ( “Topic 606” ) in a manner that reasonably reflects the delivery of our goods and/or services to customers in return for expected consideration and includes the following elements: (1) we ensure that we have an executed contract(s) with our customer that we believe is legally enforceable; (2) we identify the “performance obligations” in the respective contract; (3) we determine the “transaction price” for each performance obligation in the respective contract; (4) we allocate the transaction price to each performance obligation; and (5) we recognize revenue only when we satisfy each performance obligation. These five elements, as applied to each of our revenue categories, are summarized below: (a) Product Sales : We sell our products to pharmaceutical wholesalers/distributors or to our product licensees (i.e., our customers). Our wholesalers/distributors in turn sell our products directly to clinics, hospitals, and private oncology-based practices. Revenue from our product sales is recognized as physical delivery of product occurs (when our customer obtains control of the product), in return for agreed-upon consideration. Our gross product sales (i.e., delivered units multiplied by the contractual price per unit) are reduced by our corresponding gross-to-net (“GTN”) estimates using the “expected value” method, resulting in reported “product sales, net” that reflects the amount we ultimately expect to realize in net cash proceeds, taking into account our current period gross sales and related cash receipts, and the subsequent cash disbursements on these sales that we estimate for the various GTN categories discussed below. These estimates are based upon information received from external sources (such as written or oral information obtained from our customers with respect to their period-end inventory levels and sales to end-users during the period), in combination with management’s informed judgments. Due to the inherent uncertainty of these estimates, the actual amount incurred (of some, or all) of product returns, government chargebacks, prompt pay discounts, commercial rebates, Medicaid rebates, and distribution, data, and group purchasing organization (“GPO”) administrative fees may be materially above or below the amount estimated, then requiring prospective adjustments to our reported net product sales. These GTN estimate categories (that comprise our GTN liabilities) are each discussed below: Product Returns Allowances : Our customers are contractually permitted to return certain purchased products within the contractual allowable time before/after its applicable expiration date. Returns outside of this aforementioned criteria are not customarily allowed. We estimate expected product returns using our historical return rates. Returned product is typically destroyed since substantially all are due to its imminent expiry and cannot be resold. Government Chargebacks : Our products are subject to pricing limits under certain federal government programs (e.g., Medicare and 340B Drug Pricing Program). Qualifying entities (i.e., end-users) purchase products from our customers at their qualifying discounted price. The chargeback amount we incur represents the difference between our contractual sales price to our customer, and the end-user’s applicable discounted purchase price under the government program. There may be significant lag time between our reported net product sales and our receipt of the corresponding government chargeback claims from our customers. Prompt Pay Discounts : Discounts for prompt payment are estimated at the time of sale, based on our eligible customers’ prompt payment history and the contractual discount percentage. Commercial Rebates : Commercial rebates are based on (i) our estimates of end-user purchases through a GPO, (ii) the corresponding contractual rebate percentage tier we expect each GPO to achieve, and (iii) our estimates of the impact of any prospective rebate program changes made by us. Medicaid Rebates : Our products are subject to state government-managed Medicaid programs, whereby rebates are issued to participating state governments. These rebates arise when a patient treated with our product is covered under Medicaid, resulting in a discounted price for our product under the applicable Medicaid program. Our Medicaid rebate accrual calculations require us to project the magnitude of our sales, by state, that will be subject to these rebates. There is a significant time lag in our receiving rebate notices from each state (generally several months or longer after our sale is recognized). Our estimates are based on our historical claim levels by state, as supplemented by management’s judgment. Distribution, Data, and GPO Administrative Fees : Distribution, data, and GPO administrative fees are paid to authorized wholesalers/distributors of our products for various commercial services including: contract administration, inventory management, delivery of end-user sales data, and product returns processing. These fees are based on a contractually-determined percentage of our applicable sales. (b) License Fees : Our out-license arrangements allow licensees to market our product(s) in certain territories for a specific term (representing the out-license of “functional intellectual property”). These arrangements may include one or more of the following forms of consideration: (i) upfront license fees, (ii) sales royalties, (iii) sales milestone-achievement fees, and (iv) regulatory milestone-achievement fees. We recognize revenue for each based on the contractual terms that establish our right to collect payment once the performance obligation is achieved, as follows: (1) Upfront License Fees: We determine whether upfront license fees are earned at the time of contract execution (i.e., when rights transfer to the customer) or over the actual (or implied) contractual period of the out-license. As part of this determination, we evaluate whether we have any other requirements to provide substantive services that are inseparable from the performance obligation of the license transfer. Our customers’ “distinct” rights to licensed “functional intellectual property” at the time of contract execution results in concurrent revenue recognition of all upfront license fees (assuming that there are no other performance obligations at contract execution that are inseparable from this license transfer). (2) Royalties : Under the “sales-or-usage-based royalty exception” we recognize revenue in the same period that our licensees complete product sales in their territory for which we are contractually entitled to a percentage-based royalty receipt. (3) Sales Milestones : Under the “sales-or-usage-based royalty exception” we recognize revenue in full within the period that our licensees achieve annual or aggregate product sales levels in their territories for which we are contractually entitled to a specified lump-sum receipt. (4) Regulatory Milestones : Under the terms of the respective out-license, regulatory achievements may either be our responsibility, or that of our licensee. • When our licensee is responsible for the achievement of the regulatory milestone, we recognize revenue in full (for the contractual amount due from our licensee) in the period that the approval occurs (i.e., when the “performance obligation” is satisfied by our customer) under the “most likely amount” method. This revenue recognition remains “constrained” (i.e., not recognized) until regulatory approval occurs, given its inherent uncertainty and the requirement of a significant revenue reversal not being probable if achievement does not occur. At each reporting period, we re-evaluate the probability of milestone achievement and the associated revenue constraint; any resulting adjustments would be recorded on a cumulative catch-up basis, thus reflected in our financial statements in the period of adjustment. • When we are responsible for the achievement of a regulatory milestone, the “relative selling price method” is applied for purposes of allocating the transaction price to our performance obligations. In such case, we consider (i) the extent of our effort to achieve the milestone and/or the enhancement of the value of the delivered item(s) as a result of milestone achievement and (ii) if the milestone payment is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within the arrangement. We have historically assessed the contractual value of these milestones upon their achievement to be identical to the allocation of value of our performance obligations and thus representing the “transaction price” for each milestone at contract inception. We recognize this revenue in the period that the regulatory approval occurs (i.e., when we complete the “performance obligation”) under the “most likely amount” method, and revenue recognition is otherwise “constrained” until regulatory approval occurs, given its inherent uncertainty and the requirement of a significant revenue reversal not being probable if achievement does not occur. At each reporting period, we re-evaluate the probability of milestone achievement and the associated revenue constraint; any resulting adjustments would be recorded on a cumulative catch-up basis, thus reflected in our financial statements in the period of adjustment. (c) Service Revenue : We receive fees under certain arrangements for (i) sales and marketing services, (ii) supply chain services, (iii) research and development services, and (iv) clinical trial management services. Our rights to receive payment for these services may be established by (1) a fixed-fee schedule that covers the term of the arrangement, so long as we meet ongoing performance obligations, (2) our completion of product delivery in our capacity as a procurement agent, (3) the successful completion of a phase of drug development, (4) favorable results from a clinical trial, and/or (5) regulatory approval events. We consider whether revenue associated with these service arrangements is reportable each period, based on our completed services or deliverables (i.e., satisfied “performance obligations”) during the reporting period, and the terms of the arrangement that contractually result in fixed payments due to us. The promised service(s) within these arrangements are distinct and explicitly stated within each contract, and our customer benefits from the separable service(s) delivery/completion. Further, the nature of the promise to our customer as stated within the respective contract is to deliver each named service individually (not a transfer of combined items to which the promised goods or services are inputs), and thus are separable for revenue recognition. (ii) Cash and Cash Equivalents Cash and cash equivalents consist of bank deposits and highly liquid investments with maturities of three months or less from the purchase date. (iii) Marketable Securities Marketable securities consist of our holdings in equity securities, mutual funds, bank CDs, government-related debt securities, and corporate debt securities. Since we classify these investments as “available-for-sale” any (1) realized gains (losses) or (2) unrealized gains (losses) on these securities are respectively recognized in (1) “other expense, net” on the accompanying Condensed Consolidated Statements of Operations, or (2) depending on the nature of the marketable securities recognized in “accumulated other comprehensive loss” as a separate component of stockholder’s equity on the accompanying Condensed Consolidated Statements of Stockholders’ Equity, or in “other income (expense), net” on the accompanying Condensed Consolidated Statements of Operations. (iv) Accounts Receivable, Net of Allowance for Credit Losses Our accounts receivable, net of allowance for credit losses are derived from our product sales and license fees, and do not bear interest. The allowance for credit losses is management’s best estimate of the amount of expected credit losses in our existing accounts receivable and any anticipated discounts. The allowance for credit losses is adjusted each period through earnings to reflect expected credit losses over the remaining life of the asset. Account balances are written off against the allowance after appropriate collection efforts are exhausted. In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13 ("ASU 2016-13") "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This new ASU replaces the existing incurred loss impairment model with a current expected credit loss model (“CECL”), which requires the use of forward-looking information to calculate credit loss estimates. The new CECL model requires recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired, in which the expected credit losses are adjusted each period for changes in expected lifetime credit losses. The new standard also applies to receivables arising from revenue transactions such as contract assets and accounts receivables and requires credit losses related to certain available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. We adopted ASU 2016-13 as of January 1, 2020, which had no material effect on our accompanying Condensed Consolidated Financial Statements. (v) Property and Equipment, Net Our property and equipment, net is stated at historical cost, and is depreciated on a straight-line basis over an estimated useful life that corresponds with its designated asset category. We evaluate the recoverability of “long-lived assets” (which includes property and equipment) whenever events or changes in circumstances in our business indicate that the asset’s carrying amount may not be recoverable through our on-going operations. In August 2018, the FASB issued Accounting Standards Update No. 2018-15, Intangibles – Goodwill and other – Internal-Use Software (Subtopic 350-40), which amended its guidance for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software, and to expense such capitalized implementation costs over the term of the hosting arrangement. The guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted this standard on a prospective basis for applicable implementation costs, which did not have a material impact on the Company’s consolidated financial statements. (vi) Stock-Based Compensation Stock-based compensation expense for equity awards granted to our employees and members of our Board of Directors is recognized on a straight-line basis over each award’s vesting period. Recognized compensation expense is net of an estimated forfeiture rate, representing the percentage of awards that are expected to be forfeited prior to vesting, though is ultimately adjusted for actual forfeitures. We use the Black-Scholes option pricing model to determine the fair value of stock options and stock appreciation rights (as of the date of grant) that have service conditions for vesting. We use the Monte Carlo valuation model to value equity awards (as of the date of grant) that have combined market conditions and service conditions for vesting. The recognition of stock-based compensation expense and the initial calculation of stock option fair value requires uncertain assumptions, including (a) the pre-vesting forfeiture rate of the award, (b) the expected term that the stock option will remain outstanding, (c) our stock price volatility over the expected term (and that of our designated peer group with respect to certain market-based awards), and (d) the prevailing risk-free interest rate for the period matching the expected term. With regard to (a)-(d) above: we estimate forfeiture rates based on our employees’ overall forfeiture history, which we believe will be representative of future results. We estimate the expected term of stock options granted based on our employees’ historical exercise patterns, which we believe will be representative of their future behavior. We estimate the volatility of our common stock on the date of grant based on the historical volatility of our common stock for a look-back period that corresponds with the expected term. We estimate the risk-free interest rate based upon the U.S. Department of the Treasury yields in effect at award grant, for a period equaling the expected term of the stock option. (vii) Basic and Diluted Net Loss per Share We calculate basic and diluted net loss per share using the weighted average number of common shares outstanding during the periods presented. In periods of a net loss, basic and diluted loss per share are the same. For the diluted earnings per share calculation, we adjust the weighted average number of common shares outstanding to include only dilutive stock options, warrants, and other common stock equivalents outstanding during the period. (viii) Income Taxes Deferred tax assets and liabilities are recorded based on the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the financial statements, as well as operating losses and tax credit carry forwards using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. We have recorded a valuation allowance to reduce our deferred tax assets, because we believe that, based upon a weighting of positive and negative factors, it is more likely than not that these deferred tax assets will not be realized. If/when we were to determine that our deferred tax assets are realizable, an adjustment to the corresponding valuation allowance would increase our net income in the period that such determination was made. In the event that we are assessed interest and/or penalties from taxing authorities that have not been previously accrued, such amounts would be included in “benefit for income taxes from continuing operations” within the accompanying Condensed Consolidated Statements of Operations for the period in which we received the notice. (ix) Research and Development Costs Our research and development costs are expensed as incurred or as certain milestone payments become contractually due to our licensors, as triggered by the achievement of clinical or regulatory events. (x) Fair Value Measurements We determine measurement-date fair value based on the proceeds that would be received through the sale of the asset, or that we would pay to settle or transfer the liability, in an orderly transaction between market participants. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include the following: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that are publicly accessible at the measurement date. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The table below summarizes certain asset and liability fair values that are included within our accompanying Condensed Consolidated Balance Sheets, and their designations among the three fair value measurement categories: September 30, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 59,923 $ — $ — $ 59,923 Equity securities 14,129 — — 14,129 Government-related debt securities 90,337 — — 90,337 Corporate debt securities — 16,485 — 16,485 Bank CDs — 3,174 — 3,174 Mutual funds 4,553 9 — 4,562 Key employee life insurance, cash surrender value (1) — 3,651 — 3,651 $ 168,942 $ 23,319 $ — $ 192,261 Liabilities: Deferred executive compensation liability (2) $ — $ 8,376 $ — $ 8,376 $ — $ 8,376 $ — $ 8,376 (1) Included within other assets on our Condensed Consolidated Balance Sheets, and the amount is based on the stated cash surrender value of life insurance policies of named current and former employees at each period-end. (2) Included within other liabilities on our Condensed Consolidated Balance Sheets, and the amount is based on the period-end market value of mutual fund investments selected by employee participants of the deferred compensation plan. December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Government-related debt securities $ 47,636 $ 14,990 $ — $ 62,626 Corporate debt securities — 58,248 — 58,248 Money market funds 54,199 — — 54,199 Equity securities 31,047 — — 31,047 Bank CDs — 7,376 — 7,376 Mutual funds 5,158 11 — 5,169 Key employee life insurance, cash surrender value (1) — 3,547 — 3,547 $ 138,040 $ 84,172 $ — $ 222,212 Liabilities: Deferred executive compensation liability (2) $ — $ 8,746 $ — $ 8,746 $ — $ 8,746 $ — $ 8,746 (1) Included within other assets on our Condensed Consolidated Balance Sheets, and the amount is based on the stated cash surrender value of life insurance policies of named current and former employees at each period-end. (2) Included within other liabilities on our Condensed Consolidated Balance Sheets, and the amount is based on the period-end market value of mutual fund investments selected by employee participants of the deferred compensation plan. We did not have any transfers between “Level 1” and “Level 2” measurement categories for any periods presented. |
Balance Sheet Account Detail
Balance Sheet Account Detail | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Account Detail | BALANCE SHEET ACCOUNT DETAIL The composition of selected financial statement captions that comprise the accompanying Condensed Consolidated Balance Sheets are summarized below: (a) Cash and Cash Equivalents and Marketable Securities We maintain cash balances with select major financial institutions. The Federal Deposit Insurance Corporation (FDIC) and other third parties insure a fraction of these deposits. Accordingly, these cash deposits are not insured against the possibility of a substantial or complete loss of principal and are inherently subject to the credit risk of the corresponding financial institution. Our investment policy requires that purchased investments may only be in highly-rated and liquid financial instruments and limits our holdings of any single issuer (excluding any debt or equity securities that may be received from our strategic partners in connection with an out-license arrangement). The carrying amount of our equity securities, money market funds, and bank CDs approximates their fair value (utilizing “Level 1” or “Level 2” inputs) because of our ability to immediately convert these instruments into cash with minimal expected change in value. As of September 30, 2020, our held securities that remain in an unrealized loss position for less than one year were insignificant and are presented in the table below. The following is a summary of our presented composition of “cash and cash equivalents” and “marketable securities”: Historical or Amortized Cost Foreign Currency Translation Unrealized Unrealized Fair Cash and Cash Marketable Securities September 30, 2020 Money market funds $ 59,923 $ — $ — $ — $ 59,923 $ 59,923 $ — Equity securities 5,008 (2,065) 11,186 — 14,129 — 14,129 Government-related debt securities 90,232 — 105 — 90,337 7,499 82,838 Corporate debt securities 16,470 — 15 16,485 — 16,485 Mutual funds 3,925 — 628 — 4,553 — 4,553 Bank CDs 3,156 — 18 — 3,174 — 3,174 Bank deposits 9,710 — — — 9,710 9,710 — Total cash and cash equivalents and marketable securities $ 188,424 $ (2,065) $ 11,952 $ — $ 198,311 $ 77,132 $ 121,179 December 31, 2019 Money market funds $ 54,199 $ — $ — $ — $ 54,199 $ 54,199 $ — Equity securities 6,310 (2,477) 27,214 — 31,047 — 31,047 Government-related debt securities 62,617 — 19 (10) 62,626 — 62,626 Corporate debt securities 58,235 — 38 (25) 58,248 5,000 53,248 Mutual funds 4,375 — 783 — 5,158 — 5,158 Bank CDs 7,354 — 22 — 7,376 — 7,376 Bank deposits 5,219 — — — 5,219 5,219 — Total cash and cash equivalents and marketable securities $ 198,309 $ (2,477) $ 28,076 $ (35) $ 223,873 $ 64,418 $ 159,455 (b) Other Receivables “Other receivables” consists of the following: September 30, 2020 December 31, 2019 Insurance receivable $ 74 $ 4,015 CASI other receivables — 2,393 Other miscellaneous receivables 1,393 1,490 Income tax receivable - current portion 1,297 973 Interest receivable from marketable securities 293 561 Reimbursements for incurred research and development expenses 129 126 Other receivables $ 3,186 $ 9,558 (c) Prepaid Expenses and Other Current Assets “Prepaid expenses and other current assets” consists of the following: September 30, 2020 December 31, 2019 Vendor deposits $ 10,804 $ 8,740 Prepaid insurance 72 1,408 Prepaid expenses and other current assets $ 10,876 $ 10,148 (d) Property and Equipment, net “Property and equipment, net” consists of the following: September 30, 2020 December 31, 2019 Manufacturing equipment $ 18,199 $ 10,355 Computer hardware and software 2,781 3,606 Laboratory equipment 36 36 Leasehold improvements 3,374 3,374 Office furniture 248 248 Property and equipment, at cost 24,638 17,619 (Less): Accumulated depreciation (6,182) (6,012) Property and equipment, net $ 18,456 $ 11,607 Manufacturing equipment is comprised of our owned ROLONTIS production equipment on location at our contract manufacturer. This equipment has alternative future use for the general production of various biologic agents. Accordingly, we have capitalized these purchases, rather than recording it as “research and development” expense in full, despite its current designation for the manufacture of pre-FDA approved product. The majority of this manufacturing equipment was not in use and therefore not being depreciated as of September 30, 2020. Depreciation for installed and ready-for-use equipment is recorded to “research and development” expense prior to FDA approval and will be prospectively recorded to “cost of sales” upon FDA approval of ROLONTIS. (e) Accounts Payable and Other Accrued Liabilities “Accounts payable and other accrued liabilities” consists of the following : September 30, 2020 December 31, 2019 Trade accounts payable and other $ 32,047 $ 32,012 Lease liability - current portion 1,655 1,683 Accrued commercial/Medicaid rebates 2,122 2,925 Accrued product royalty due to licensors — 66 Allowance for product returns 4,473 4,714 Accrued data and distribution fees 768 768 Accrued GPO administrative fees 6 6 Accrued inventory management fees 168 364 Allowance for government chargebacks 11,746 11,746 Accounts payable and other accrued liabilities $ 52,985 $ 54,284 Amounts presented within “accounts payable and other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets for our categories of GTN estimates were as follows: Commercial/Medicaid Rebates and Government Chargebacks Distribution, Data, Inventory and Product Return Allowances Balance as of December 31, 2018 $ 22,952 $ 3,932 $ 5,171 Add: GTN accruals recorded for product sales 7,702 1,209 167 (Less): Payments made and credits against GTN accruals (15,983) (4,003) (624) Balance as of December 31, 2019 $ 14,671 $ 1,138 $ 4,714 Add: GTN accruals recorded for product sales — — — (Less): Payments made and credits against GTN accruals (803) (196) (241) Balance as of September 30, 2020 $ 13,868 $ 942 $ 4,473 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION In June 2018, we adopted the 2018 Long-Term Incentive Plan, which provided for the issuance of restricted stock awards and units, incentive and nonqualified stock options, performance unit awards, stock appreciation rights, and other stock-based awards to employees, consultants and members of our Board of Directors. We report our stock-based compensation expense (inclusive of our incentive stock plan, employee stock purchase plan, and 401(k) contribution matching program) in the accompanying Condensed Consolidated Statements of Operations within “total operating costs and expenses” for the three and nine months ended September 30, 2020 and 2019, as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Selling, general and administrative $ 3,018 $ 3,156 $ 9,773 $ 10,550 Research and development 1,090 1,030 3,598 3,251 Total stock-based compensation $ 4,108 $ 4,186 $ 13,371 $ 13,801 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NET LOSS PER SHARE Net loss per share was computed by dividing net loss by the weighted average number of common shares outstanding for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Weighted average shares outstanding - basic and diluted 131,455,727 111,178,880 118,664,914 110,291,090 Net loss $ (48,452) $ (25,985) $ (121,109) $ (73,639) Net loss per share – basic and diluted $ (0.37) $ (0.23) $ (1.02) $ (0.67) |
Casi Holdings and Evomela Suppl
Casi Holdings and Evomela Supply Contract | 9 Months Ended |
Sep. 30, 2020 | |
Other Commitments [Abstract] | |
Casi Holdings and Evomela Supply Contract | CASI HOLDINGS AND EVOMELA SUPPLY CONTRACT In 2014, we executed three perpetual out-license agreements for our former products ZEVALIN, MARQIBO, and EVOMELA (“CASI Out-Licensed Products”) with CASI, a publicly-traded biopharmaceutical company (NASDAQ: CASI) with a primary focus on the China market (collectively, the “CASI Out-License”). Under the CASI Out-License, we received CASI common stock and a secured promissory note and CASI gained the exclusive rights to distribute the CASI Out-Licensed Products in greater China (which includes Taiwan, Hong Kong, and Macau). In March 2019, we completed the Commercial Product Portfolio Transaction and substantially all of the contractual rights and obligations associated with these products, including the CASI Out-License, were transferred to Acrotech at closing. However, on an interim basis we retained our original supply agreement with CASI for EVOMELA. Corresponding revenue for shipped product has been recognized within discontinued operations “product sales, net”. Given our fulfillment of this order in October 2019, this arrangement was complete as of December 31, 2019. Our aggregate equity holdings of 9.2 million common shares as of September 30, 2020 represented less than 10.0% ownership with a fair market value of $14.1 million. During the second quarter of 2020, we completed the sale of 0.8 million common shares and recognized a $0.5 million gain within “other income (expense), net” within the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020. |
Financial Commitments & Conting
Financial Commitments & Contingencies and Key License Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Financial Commitments & Contingencies and Key License Agreements | FINANCIAL COMMITMENTS & CONTINGENCIES AND KEY LICENSE AGREEMENTS (a) Facility and Equipment Leases Overview In the ordinary course of our business, we enter into leases with unaffiliated parties for the use of (i) office and research facilities and (ii) office equipment. Our current leases have remaining terms ranging from less than one year to four years and none include any residual value guarantees, restrictive covenants, term extensions, or early-termination options. We lease our principal executive office in Henderson, Nevada under a non-cancelable operating lease expiring October 31, 2021. We also lease our research and development facility in Irvine, California under a non-cancelable operating lease expiring July 31, 2022, in addition to other administrative office leases. We recognize lease expense on a straight-line basis over the expected term of these operating leases, as reported within “selling, general and administrative” expense on the accompanying Condensed Consolidated Statements of Operations. Our facility leases have minimum annual rents, payable monthly, and some carry fixed annual rent increases. Under some of these arrangements, real estate taxes, insurance, certain operating expenses, and common area maintenance are reimbursable to the lessor. These amounts are expensed as incurred, as they are variable in nature and therefore excluded from the measurement of our reported lease asset and liability discussed below. As of September 30, 2020 and 2019, we had no sublease arrangements with us as lessor, and no finance leases, as defined in Topic 842 . For the three and nine months ended September 30, 2020 and 2019, our facility and equipment lease expense aggregated $0.6 million, $0.5 million, $1.8 million, and $1.6 million, respectively. This reported asset and liability, respectively, represents (i) the economic benefit of our use of leased facilities and equipment and (ii) the present-value of our contractual minimum lease payments, applying our estimated incremental borrowing rate as of the lease commencement date (since an implicit interest rate is not readily determinable in any of our leases). Upon adoption, we recorded $4.2 million to our January 1, 2019 balance sheet for both (i) our right-of-use (“ROU”) asset within “facility and equipment under lease” and (ii) our lease liability within “accounts payable and other accrued liabilities” and “other long-term liabilities.” The recorded asset and liability associated with each lease is amortized over the respective lease term using the effective interest rate method. During the nine months ended September 30, 2020, we recognized no additional ROU assets in exchange for lease liabilities. During the nine months ended September 30, 2019, we recognized $4.6 million of ROU assets in exchange for $4.6 million of lease liabilities. We elected to not separate “lease components” from “non-lease components” in our measurement of minimum payments for our facility leases and office equipment leases. Additionally, we elected to not recognize a lease asset and liability for a term of 12 months or less. Financial Reporting Captions The below table summarizes these lease asset and liability accounts presented on our accompanying Condensed Consolidated Balance Sheets: Operating Leases Condensed Consolidated Balance Sheet Caption September 30, 2020 December 31, 2019 Operating lease right-of-use assets - non-current Facility and equipment under lease $ 2,662 $ 3,806 Operating lease liabilities - current Accounts payable and other accrued liabilities 1,655 1,683 Operating lease liabilities - non-current Other long-term liabilities 1,210 2,372 Total operating lease liabilities $ 2,865 $ 4,055 As of September 30, 2020 and December 31, 2019, our “facility and equipment under lease” consisted of office and research facilities of $2.3 million and $3.4 million, respectively, and office equipment of $0.3 million and $0.4 million, respectively. Components of Lease Expense We recognize lease expense on a straight-line basis over the term of our operating leases, as reported within “selling, general and administrative” expense on the accompanying Condensed Consolidated Statements of Operations. The components of our aggregate lease expense is summarized below: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Operating lease cost $ 466 $ 351 $ 1,398 $ 1,202 Variable lease cost 86 108 314 323 Short-term lease cost 17 20 46 59 Total lease cost $ 569 $ 479 $ 1,758 $ 1,584 Weighted Average Remaining Lease Term and Applied Discount Rate Weighted Average Remaining Lease Term Weighted Average Discount Rate Operating leases as of September 30, 2020 1.8 years 7.8% Operating leases as of December 31, 2019 2.5 years 7.8% Future Contractual Lease Payments The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments: Operating Leases - future payments September 30, 2020 2020 (remaining) $ 489 2021 1,671 2022 827 2023 87 2024 — Total future lease payments, undiscounted $ 3,074 (Less): Implied interest (209) Present value of operating lease payments $ 2,865 (b) In/Out Licensing Agreements and Co-Development Arrangements Overview The in-license agreements for our development-stage drug products provide us with territory-specific rights to their manufacture and distribution (including further sub-licensing/out-licensing rights). We are generally responsible for all related clinical development costs, patent filings and maintenance costs, marketing costs, and liability insurance costs. We are also obligated to make specified milestone payments to our licensors upon the achievement of certain regulatory and sales milestones, and to pay royalties based on our net sales of all in-licensed products. We also may enter into out-license agreements for territory-specific rights to these drug products which include one or more of: upfront license fees, royalties from our licensees’ sales, and/or milestone payments from our licensees’ sales or regulatory achievements. For certain drug products, we may enter into cost-sharing arrangements with licensees and licensors. Impact of Commercial Product Portfolio Transaction In March 2019, we completed the Commercial Product Portfolio Transaction and substantially all of the contractual rights and obligations associated with the Commercial Product Portfolio were transferred to Acrotech at the closing of the Commercial Product Portfolio Transaction. However, under the terms of this transaction we retained our trade “accounts receivable” and GTN liabilities included within “accounts payable and other accrued liabilities” associated with our product sales made on and prior to February 28, 2019. Accordingly, these Condensed Consolidated Financial Statements reflect the corresponding revenue-deriving activities and allocable expenses of this commercial business within “discontinued operations”. The most significant remaining agreements associated with our continuing operations are listed below, along with the key financial terms and our corresponding accounting and reporting conventions for each: (i) ROLONTIS: Co-Development and Commercialization Agreement with Hanmi Pharmaceutical Co. Ltd In October 2014, we exercised our option under a License Option and Research Collaboration Agreement dated January 2012 (as amended) with Hanmi Pharmaceutical Co. Ltd., or Hanmi, for ROLONTIS, a drug based on Hanmi’s proprietary LAPSCOVERY™ technology for the treatment of chemotherapy induced neutropenia. Under the terms of this agreement, as amended, we have primary financial responsibility for the ROLONTIS development plan and hold its worldwide rights (except for Korea, China, and Japan). We are contractually obligated to pay Hanmi tiered royalties that range from the low double-digits to mid-teen on our net sales of ROLONTIS. In January 2016, the first patient was dosed with ROLONTIS in a clinical trial. This triggered our contractual milestone payment to Hanmi, and in April 2016, we issued 318,750 shares of our common stock to Hanmi. We are responsible for regulatory milestone payments to Hanmi of $10 million and sales milestone payments of up to $120 million per calendar year based on our net sales of ROLONTIS. Depending on the milestone achievement type we will either (a) capitalize the value to “intangible assets” in the Consolidated Balance Sheets or (b) recognize the payment value within “research and development” or “cost of sales” on the Consolidated Statements of Operations. The corresponding liability for the payment due to the licensor will be recognized in the Consolidated Balance Sheets within “accounts payable and other accrued liabilities” in the earliest period that we determine the respective milestone achievement is probable or occurs. (ii) Poziotinib: In-License Agreement with Hanmi and Exclusive Patent and Technology License Agreement with MD Anderson In February 2015, we executed an in-license agreement with Hanmi for poziotinib, a pan-HER inhibitor in Phase 2 clinical trials, (which has also shown single agent activity in the treatment of various cancer types during Phase 1 studies, including breast, gastric, colorectal, and lung cancers) and made an upfront payment to Hanmi for these distribution rights. Under the terms of this agreement, we received the exclusive global rights to commercialize poziotinib, except for Korea and China. Hanmi and its development partners are fully responsible for the completion of on-going Phase 2 trials in Korea. We are financially responsible for all other clinical studies. We are obligated to make contractual payments to Hanmi upon our achievement of various regulatory milestones that aggregate to $33 million. We are also obligated to pay Hanmi net sales milestones of up to $325 million annually and pay royalties in the low to mid-teen digits on our net sales of poziotinib, potentially reduced by royalties due to other third parties. In April 2018, we executed an exclusive patent and technology agreement for the use of poziotinib in treating patients with EGFR and HER2 exon 20 mutations in cancer and HER2 exon 19 mutations in cancer with The University of Texas M.D. Anderson Cancer Center (“MD Anderson”). MD Anderson discovered poziotinib’s use in treating these patient-types. We made an upfront payment to MD Anderson of $0.5 million upon the execution of this agreement that we recognized within “research and development” expense in the Consolidated Statements of Operations for the year ended December 31, 2018. We are contractually obligated to pay nominal fixed annual license maintenance fees to MD Anderson and pay additional fees upon our achievement of various regulatory and sales milestones. These regulatory milestones aggregate $6 million and the sales milestones aggregate $24 million. We are also contractually obligated to pay MD Anderson royalties in the low single-digits on our net sales of poziotinib. Depending on the milestone achievement type we will either (a) capitalize the payment value to “intangible assets” in the Consolidated Balance Sheets or (b) recognize the payment value within “research and development” or “cost of sales” on the Consolidated Statements of Operations. The corresponding liability for the payment due to this licensor will be recognized in the Consolidated Balance Sheets within “accounts payable and other accrued liabilities” in the earliest period that we determine the respective milestone achievement is probable or occurs. (iii) In-License Agreement with ImmunGene for FIT Drug Delivery Platform In April 2019, we executed an asset transfer, license, and sublicense agreement with ImmunGene, Inc. (“ImmunGene”) for an exclusive license for the intellectual property related to (a) Anti-CD20-IFNα, an antibody-interferon fusion molecule directed against CD20 that is in Phase 1 development for treating relapsed or refractory non-Hodgkin’s lymphoma, including diffuse large B-cell lymphoma patients, representing a considerable unmet medical need, and (b) an antibody-interferon fusion molecule directed against GRP94, a target for which currently there are no existing approved therapies that have the potential for treating both solid and hematologic malignancies. Both molecules are based on the Focused Interferon Therapeutics (“FIT”) drug delivery platform. We made upfront payments aggregating $2.8 million to ImmunGene and to several other third parties, all of which were recorded within “research and development” expense within our Consolidated Statements of Operations for the year ended December 31, 2019. We will make further payments to ImmunGene upon our achievement of various regulatory milestones that aggregate to $26.1 million, plus an additional $5 million milestone payment for each new indication (beyond those described above) approved for either drug in the U.S., Europe, or Japan. Our contractual royalties to ImmunGene are in the high-single digits on our net sales of each drug, potentially reduced by our royalties due to other third parties. We are also contractually obligated to pay nominal fixed annual license maintenance fees to two licensors. Depending on the nature of the milestone achievement type we will either (a) capitalize the payment value to “intangible assets” in the Consolidated Balance Sheets or (b) recognize the payment value within “research and development” or “cost of sales” within the Consolidated Statements of Operations. The corresponding liability for the payment due to this licensor will be recognized in the Consolidated Balance Sheets within “accounts payable and other accrued liabilities” in the earliest period that we determine the respective milestone achievement is probable or occurs. (c) Service Agreements for Research and Development Activities We have entered into various contracts with numerous third party service providers for the execution of our research and development initiatives. These vendors include raw material suppliers, clinical trial sites, clinical research organizations, and data monitoring centers, among others. The financial terms of these agreements are varied and generally obligate us to pay in stages, depending on the achievement of certain events specified in the agreements - such as contract execution, progress of service completion, delivery of drug supply, and the dosing of patients in clinical studies. We recognize these “research and development” expenses and corresponding “accounts payable and other accrued liabilities” in the accompanying financial statements based on estimates of our vendors’ progress of performed services, patient enrollments and dosing, completion of clinical studies, and other events. Should we decide to discontinue and/or slow-down the work on any project, the associated costs for those projects would typically be limited to the extent of the work completed, as we are generally able to terminate these contracts with adequate notice. (d) Supply and Service Agreements Associated with Product Production We have various product supply agreements and/or have issued vendor purchase orders that obligate us to agreed-upon raw material purchases from certain vendors. We also have certain drug production service agreements with select contract manufacturers that obligate us to service fees during the contractual period. These collective commitments do not exceed our planned commercial requirements; the corresponding contracted prices do not exceed their current fair market values. (e) Employment Agreements We entered into revised employment agreements with each of our named executive officers (chief executive officer, chief operating officer, chief financial officer, chief legal officer, and chief medical officer) in April/June 2018 and June 2019, which supersede any prior change in control severance agreements with such individuals. These agreements provide for the payment of certain benefits to each executive upon his separation of employment under specified circumstances. These arrangements are designed to encourage each to act in the best interests of our stockholders at all times during the course of a change in control event or other significant transaction. (f) Deferred Compensation Plan The Spectrum Pharmaceuticals, Inc. Deferred Compensation Plan (the “DC Plan”) is administered by the Compensation Committee of our Board of Directors and is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. The DC Plan is maintained to provide special deferred benefits for a select group of our employees (the “DC Participants”). DC Participants make annual elections to defer a portion of their eligible cash compensation which is then placed into their DC Plan accounts. We match a fixed percentage of these deferrals, and may make additional discretionary contributions. At September 30, 2020 and December 31, 2019, the aggregate value of this DC Plan liability was $8.4 million and $8.7 million, respectively, and is included within “accounts payable and other accrued liabilities” and “other long-term liabilities” in the accompanying Condensed Consolidated Balance Sheets. (g) Litigation We are involved from time-to-time with various legal matters arising in the ordinary course of business. These claims and legal proceedings are of a nature we believe are normal and incidental to a pharmaceutical business, and may include product liability, intellectual property, employment matters, and other general claims. We may also be subject to derivative lawsuits from time to time. We make provisions for liabilities when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Such provisions are assessed at least quarterly and adjusted to reflect the impact of any settlement negotiations, judicial and administrative rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. Although the ultimate resolution of these various matters cannot be determined at this time, we do not believe that such matters, individually or in the aggregate, will have a material adverse effect on our consolidated results of operations, cash flows, or financial condition. Stockholder Litigation Olutayo Ayeni v. Spectrum Pharmaceuticals, Inc., et al. (Filed September 21, 2016 in the United States District Court, Central District of California; Case No. 2:16-cv-07074) (the “Ayeni Action”) and Glen Hartsock v. Spectrum Pharmaceuticals, Inc., et al. (Filed September 28, 2016 in the United States District Court, District Court of Nevada Case; No. 2:16-cv-02279-RFB-GWF) (the “Hartsock Action”). On November 15, 2016, the Ayeni Action was transferred to the United States District Court for the District of Nevada. The parties stipulated to a consolidation of the Ayeni Action with the Hartsock Action. These class action lawsuits allege that we and certain of our executive officers made false or misleading statements and failed to disclose material facts about our business and the prospects of approval for our New Drug Application to the FDA for QAPZOLA in violation of Section 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Securities Exchange Act of 1934, as amended. On July 23, 2019, we entered into a memorandum of understanding with these plaintiffs for a collective settlement pending court approval. Plaintiffs filed an unopposed motion for preliminary approval of the class action settlement on December 27, 2019, which was granted on February 19, 2020. Following notice of the settlement to the class, the Court granted final approval of the class action settlement on July 28, 2020. The settlement amount has been paid, and the Court dismissed the Actions with prejudice on August 12, 2020. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Early Adoption of ASU 2019-12 — Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, we elected to early adopt ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. Based upon this early adoption, we are not required to calculate an income tax benefit for the three and nine months ended September 30, 2020. We apply an estimated annual effective tax rate (“ETR”) approach for calculating a tax provision for interim periods, as required under GAAP. We recorded a benefit for income taxes from continuing operations of $8.6 million for the nine months ended September 30, 2019, in the Condensed Consolidated Statements of Operations. Our ETR differs from the U.S. federal statutory tax rate of 21% primarily as a result of nondeductible expenses and the impact of the valuation allowance on our deferred tax assets. Prior to the early adoption of ASU 2019-12 , and for the nine months ended September 30, 2019, the intraperiod tax allocation guidance required that we allocate income taxes between continuing operations and other categories of earnings. When we have a year-to-date pre-tax loss from continuing operations and year-to-date pre-tax income in discontinued operations, ASC 740-20-45-7 required that we allocate the income tax provision to other categories of earnings (including discontinued operations), and then record a related tax benefit in continuing operations. For the three and nine months ended September 30, 2019, we recognized net income from discontinued operations while sustaining losses from continuing operations. Because of the required allocation, we recorded an income tax benefit of $0.2 million and $8.6 million for the three and nine months ended September 30, 2019, within “benefit for income taxes from continuing operations” and income tax expense of $0.2 million and $7.1 million within “income from discontinued operations, net of income taxes” on the accompanying Condensed Consolidated Statements of Operations. Our net tax benefit for the three and nine months ended September 30, 2019, prior to the application of intraperiod tax allocation guidance was $11 thousand and $1.5 million, respectively. This tax benefit arose from the reversal of deferred tax |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS Overview In March 2019, we completed the Commercial Product Portfolio Transaction. In accordance with applicable GAAP ( ASC 205-20, Presentation of Financial Statements ), the revenue-deriving activities and allocable expenses of our sold commercial operation, connected to the Commercial Product Portfolio, are separately classified as “discontinued” for all periods presented within the accompanying Condensed Consolidated Statements of Operations. Condensed Consolidated Statements of Operations The following table presents the various elements of “income from discontinued operations, net of income taxes” as reported in the accompanying Condensed Consolidated Statements of Operations: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Revenues: Product sales, net $ (1) $ 5,968 $ (101) $ 18,802 License fees and service revenue — — — 290 Total revenues (1) 5,968 (101) 19,092 Operating costs and expenses: Cost of sales (excluding amortization of intangible assets) — 5,115 (229) 8,716 Selling, general and administrative — 69 (1) 5,959 Research and development (67) (194) (126) 2,597 Amortization of intangible assets — — — 1,248 Restructuring charges - employee severance — — — 3,858 Total operating costs and expenses (67) 4,990 (356) 22,378 Income (loss) from discontinued operations 66 978 255 (3,286) Other (expense) income: Change in fair value of contingent consideration — — — (1,478) Gain on sale of Commercial Product Portfolio — (193) — 33,451 Total other (expense) income — (193) — 31,973 Income from discontinued operations before income taxes 66 785 255 28,687 Provision for income taxes from discontinued operations — (213) — (7,140) Income from discontinued operations, net of income taxes $ 66 $ 572 $ 255 $ 21,547 Product sales, net for the three and nine months ended September 30, 2019 includes sales from our Commercial Product Portfolio in January and February 2019 (prior to the completion of the Commercial Product Portfolio Transaction) and EVOMELA sales related to a retained manufacturing contract (see Note 7 ). The pre-tax gain on sale represents the $158.8 million gross proceeds from the Commercial Product Portfolio Transaction less our $121.2 book value of transferred net assets (inclusive of assumed liabilities) to Acrotech on the March 1, 2019 closing date less legal and banker fees aggregating $3.9 million. In the third quarter of 2019, we reduced the gain for a $0.2 million contract cancellation fee associated with our sold commercial operations; this value was deducted from the $4.0 million escrow account (reported as “restricted cash” on the Condensed Consolidated Balance Sheet until its release in November 2019). In the fourth quarter of 2019, we increased this gain by $1.1 million to correct for certain inventory that did not contractually transfer to the buyer. Condensed Consolidated Balance Sheets Accounts receivable derived from our product sales on and prior to February 28, 2019 were not transferred to Acrotech as part of Commercial Product Portfolio Transaction, nor were our GTN liabilities and trade accounts payable assumed by Acrotech that were associated with our commercial activities on and prior to February 28, 2019. Accordingly, these specific assets and liabilities remain presented within “accounts receivable, net of allowance for credit losses” and “accounts payable and other accrued liabilities” on the accompanying Condensed Consolidated Balance Sheets. Condensed Consolidated Statement of Cash Flows The following table presents significant non-cash items for our discontinued operations that are included as adjustments in the accompanying Condensed Consolidated Statements of Cash Flows: Nine Months Ended 2020 2019 Depreciation and amortization $ — $ 1,263 Stock-based compensation $ — $ 3,404 Change in fair value of contingent consideration $ — $ 1,478 |
Restructuring Costs Related To
Restructuring Costs Related To Sale Of Commercial Product Portfolio | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs Related To Sale Of Commercial Product Portfolio | RESTRUCTURING COSTS RELATED TO SALE OF COMMERCIAL PRODUCT PORTFOLIO Employee Severance In March 2019, we completed the Commercial Product Portfolio Transaction and 87 of our employees were (1) terminated March 1, 2019 or (2) given notice of May 31, 2019 termination and asked to provide transition services for the benefit of Acrotech through that date (as provided by a transition services agreement with Acrotech entered contemporaneously with our sale). For the three and nine months ended September 30, 2019, we recognized $0 million and $0.7 million of income for services rendered to Acrotech under this agreement within “other income (expense), net” on our accompanying Condensed Consolidated Statements of Operations. The employees in (1) above were entitled to cash severance payments and acceleration of their unvested restricted stock awards and stock options. For the nine months ended September 30, 2019, we fully recognized the aggregate value of $5.1 million for this severance benefit, of which $3.9 million, $1.0 million, and $0.2 million is included on the accompanying Condensed Consolidated Statements of Operations within “income from discontinued operations, net of income taxes”, “selling, general, and administrative” expenses and “research and development” expenses, respectively. The employees in (2) above were also entitled to cash severance payments and acceleration of their unvested restricted stock awards and stock options, though on May 31, 2019. The aggregate value of these one-time cash payments and stock-based award accelerations was $0.5 million. Due to then ongoing service requirements of these employees, we amortized this value through expense on a ratable basis beginning March 1, 2019 through May 31, 2019. For the three and nine months ended September 30, 2019, we recognized $0 million and $0.5 million for this severance benefit, which is included within “selling, general, and administrative” expenses on the accompanying Condensed Consolidated Statements of Operations, and within “accrued payroll and benefits” and “additional paid-in capital” (for stock-based awards) on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2019. Unpaid cash severance for our former employees wa s $0.1 million and $0.4 million at September 30, 2020 and 2019, respectively, and is recorded within “accrued payroll and benefits” on the accompanying Condensed Consolidated Balance Sheets. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Public Offering of Common Stock On July 30, 2020, we announced the pricing of an underwritten public offering of 21,666,667 shares of our common stock at a public offering price of $3.00 per share. The net proceeds from the offering were approximately $61.1 million, after deducting underwriting discounts and commissions. In addition, we granted the underwriters a 30-day option to purchase up to an additional 3,250,000 shares of common stock. On August 3, 2020, the underwriters fully exercised their option to purchase an additional 3,250,000 shares of our common stock at the public offering price of $3.00 per share, less underwriting discounts and commissions, for additional net proceeds of approximately $9.2 million. After giving effect to the exercise in full of the underwriters’ option, the total number of shares sold in the public offering was 24,916,667 shares and net proceeds were approximately $69.7 million, net of underwriting discounts and offering expenses of $5.0 million. Sale of Common Stock Under ATM Agreement On April 5, 2019, we entered into a new collective at-market-issuance (“ATM”) sales agreement with Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC and B. Riley FBR, Inc. (the “April 2019 ATM Agreement”), pursuant to which we may offer and sell shares of our common stock by any method deemed to be an “at the market” offering (the “ATM Offering”). From April 5, 2019 to March 2, 2020, the ATM Offering was conducted pursuant to a sales agreement prospectus filed with our automatic shelf registration statement on Form S-3ASR, filed with the SEC on April 5, 2019 (the “April Registration Statement”), which registered an aggregate offering price of $150 million under the April 2019 ATM Agreement. From May 8, 2020 to June 30, 2020, the ATM Offering was conducted pursuant to a sales agreement prospectus filed with our shelf registration statement on Form S-3, filed with the SEC on March 20, 2020, as amended by Pre-Effective Amendment No. 1 thereto, and declared effective by the SEC on May 8, 2020 (the “March Registration Statement”), which registered an aggregate offering price of $75 million under the April 2019 ATM Agreement. We sold and issued common shares under the April 2019 ATM Agreement as follows: Quarter in Which Issued No. of Common Shares Issued Proceeds Received Quarter ended June 30, 2019 221,529 $ 1,814 Quarter ended June 30, 2020 1,024,286 $ 3,071 Quarter ended September 30, 2020 2,926,112 $ 11,831 |
Description of Business, Basi_2
Description of Business, Basis of Presentation, and Operating Segment (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Spectrum Pharmaceuticals, Inc. (“Spectrum”, the “Company”, “we”, “our”, or “us”) is a biopharma company, with a primary strategy comprised of acquiring, developing, and commercializing novel and targeted oncology therapies. Our in-house development organization includes clinical development, regulatory, quality and data management. We continue to build out our commercial and marketing capabilities in the second half of 2020 to prepare for the launch of ROLONTIS. We have three drugs in development: • ROLONTIS, a novel long-acting granulocyte colony-stimulating factor (“G-CSF”) for chemotherapy-induced neutropenia, which is under review by the U.S. Food and Drug Administration (the “FDA”). On October 26, 2020, the Company announced that the FDA had deferred action on the BLA for ROLONTIS due to the inability to conduct an inspection of our third-party manufacturing facility in South Korea as a result of COVID-19 related travel restrictions; • Poziotinib, a novel irreversible tyrosine kinase inhibitor under investigation for non-small cell lung cancer (“NSCLC”) tumors with various mutations; and • Anti-CD20-IFNα, an antibody-interferon fusion molecule directed against CD20 that is in Phase 1 development for treating relapsed or refractory non-Hodgkin’s lymphoma patients (including diffuse large B-cell lymphoma). |
Basis of Presentation | Basis of Presentation Interim Financial Statements The interim financial data for the three and nine months ended September 30, 2020 and 2019 is unaudited and is not necessarily indicative of our operating results for a full year. In the opinion of our management, the interim data includes normal and recurring adjustments necessary for a fair presentation of our financial results for the three and nine months ended September 30, 2020 and 2019. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the Securities and Exchange Commission (“SEC”) rules and regulations relating to interim financial statements. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and Notes thereto included within our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (filed with the SEC on March 2, 2020). Discontinued Operations - Sale of our Commercial Product Portfolio On March 1, 2019, we completed the sale of our seven then-commercialized drugs, including FUSILEV, KHAPZORY, FOLOTYN, ZEVALIN , MARQIBO, BELEODAQ, and EVOMELA (the “Commercial Product Portfolio”) to Acrotech Biopharma LLC (“Acrotech”) (the “Commercial Product Portfolio Transaction”). Upon closing, we received $158.8 million in an upfront cash payment (of which $4 million was held in escrow until November 2019). We are also entitled to receive up to an aggregate of $140 million upon Acrotech's future achievement of certain regulatory milestones (totaling $40 million) and sales-based milestones (totaling $100 million) relating to the Commercial Product Portfolio. These Condensed Consolidated Financial Statements reflect the corresponding revenue-deriving activities and allocable expenses of this commercial business within “discontinued operations” (see Note 10) . We have presented our face financial statements in general conformity with our historical format, even where presented values are $-0- within continuing operations due to required discontinued operations classification for all periods presented. We believe this format provides increased clarity and comparability with our previously filed financial statements, as well as our expectation that these financial statement captions and associated footnote disclosures will remain relevant to our future business activities. Principles of Consolidation |
Operating Segment | Operating SegmentWe operate one reportable operating segment that is focused exclusively on developing (and eventually marketing) oncology and hematology drug products. For the three and nine months ended September 30, 2020 and 2019, all of our revenue and operating costs and expenses were solely attributable to these activities (and as applicable, classified as “discontinued” within the accompanying Condensed Consolidated Statements of Operations). |
Revenue Recognition | Revenue Recognition On March 1, 2019, we completed the Commercial Product Portfolio Transaction. In accordance with applicable GAAP ( ASC 205-20, Presentation of Financial Statements ), the revenue-deriving activities of our sold commercial operation are separately classified as “discontinued” for all periods presented within the accompanying Condensed Consolidated Statements of Operations. Required Elements of Our Revenue Recognition : Revenue from our (a) product sales, (b) out-license arrangements, and (c) service arrangements is recognized under Accounting Standards Update (“ ASU ”) No. 2014-09 , Revenue from Contracts with Customers ( “Topic 606” ) in a manner that reasonably reflects the delivery of our goods and/or services to customers in return for expected consideration and includes the following elements: (1) we ensure that we have an executed contract(s) with our customer that we believe is legally enforceable; (2) we identify the “performance obligations” in the respective contract; (3) we determine the “transaction price” for each performance obligation in the respective contract; (4) we allocate the transaction price to each performance obligation; and (5) we recognize revenue only when we satisfy each performance obligation. These five elements, as applied to each of our revenue categories, are summarized below: (a) Product Sales : We sell our products to pharmaceutical wholesalers/distributors or to our product licensees (i.e., our customers). Our wholesalers/distributors in turn sell our products directly to clinics, hospitals, and private oncology-based practices. Revenue from our product sales is recognized as physical delivery of product occurs (when our customer obtains control of the product), in return for agreed-upon consideration. Our gross product sales (i.e., delivered units multiplied by the contractual price per unit) are reduced by our corresponding gross-to-net (“GTN”) estimates using the “expected value” method, resulting in reported “product sales, net” that reflects the amount we ultimately expect to realize in net cash proceeds, taking into account our current period gross sales and related cash receipts, and the subsequent cash disbursements on these sales that we estimate for the various GTN categories discussed below. These estimates are based upon information received from external sources (such as written or oral information obtained from our customers with respect to their period-end inventory levels and sales to end-users during the period), in combination with management’s informed judgments. Due to the inherent uncertainty of these estimates, the actual amount incurred (of some, or all) of product returns, government chargebacks, prompt pay discounts, commercial rebates, Medicaid rebates, and distribution, data, and group purchasing organization (“GPO”) administrative fees may be materially above or below the amount estimated, then requiring prospective adjustments to our reported net product sales. These GTN estimate categories (that comprise our GTN liabilities) are each discussed below: Product Returns Allowances : Our customers are contractually permitted to return certain purchased products within the contractual allowable time before/after its applicable expiration date. Returns outside of this aforementioned criteria are not customarily allowed. We estimate expected product returns using our historical return rates. Returned product is typically destroyed since substantially all are due to its imminent expiry and cannot be resold. Government Chargebacks : Our products are subject to pricing limits under certain federal government programs (e.g., Medicare and 340B Drug Pricing Program). Qualifying entities (i.e., end-users) purchase products from our customers at their qualifying discounted price. The chargeback amount we incur represents the difference between our contractual sales price to our customer, and the end-user’s applicable discounted purchase price under the government program. There may be significant lag time between our reported net product sales and our receipt of the corresponding government chargeback claims from our customers. Prompt Pay Discounts : Discounts for prompt payment are estimated at the time of sale, based on our eligible customers’ prompt payment history and the contractual discount percentage. Commercial Rebates : Commercial rebates are based on (i) our estimates of end-user purchases through a GPO, (ii) the corresponding contractual rebate percentage tier we expect each GPO to achieve, and (iii) our estimates of the impact of any prospective rebate program changes made by us. Medicaid Rebates : Our products are subject to state government-managed Medicaid programs, whereby rebates are issued to participating state governments. These rebates arise when a patient treated with our product is covered under Medicaid, resulting in a discounted price for our product under the applicable Medicaid program. Our Medicaid rebate accrual calculations require us to project the magnitude of our sales, by state, that will be subject to these rebates. There is a significant time lag in our receiving rebate notices from each state (generally several months or longer after our sale is recognized). Our estimates are based on our historical claim levels by state, as supplemented by management’s judgment. Distribution, Data, and GPO Administrative Fees : Distribution, data, and GPO administrative fees are paid to authorized wholesalers/distributors of our products for various commercial services including: contract administration, inventory management, delivery of end-user sales data, and product returns processing. These fees are based on a contractually-determined percentage of our applicable sales. (b) License Fees : Our out-license arrangements allow licensees to market our product(s) in certain territories for a specific term (representing the out-license of “functional intellectual property”). These arrangements may include one or more of the following forms of consideration: (i) upfront license fees, (ii) sales royalties, (iii) sales milestone-achievement fees, and (iv) regulatory milestone-achievement fees. We recognize revenue for each based on the contractual terms that establish our right to collect payment once the performance obligation is achieved, as follows: (1) Upfront License Fees: We determine whether upfront license fees are earned at the time of contract execution (i.e., when rights transfer to the customer) or over the actual (or implied) contractual period of the out-license. As part of this determination, we evaluate whether we have any other requirements to provide substantive services that are inseparable from the performance obligation of the license transfer. Our customers’ “distinct” rights to licensed “functional intellectual property” at the time of contract execution results in concurrent revenue recognition of all upfront license fees (assuming that there are no other performance obligations at contract execution that are inseparable from this license transfer). (2) Royalties : Under the “sales-or-usage-based royalty exception” we recognize revenue in the same period that our licensees complete product sales in their territory for which we are contractually entitled to a percentage-based royalty receipt. (3) Sales Milestones : Under the “sales-or-usage-based royalty exception” we recognize revenue in full within the period that our licensees achieve annual or aggregate product sales levels in their territories for which we are contractually entitled to a specified lump-sum receipt. (4) Regulatory Milestones : Under the terms of the respective out-license, regulatory achievements may either be our responsibility, or that of our licensee. • When our licensee is responsible for the achievement of the regulatory milestone, we recognize revenue in full (for the contractual amount due from our licensee) in the period that the approval occurs (i.e., when the “performance obligation” is satisfied by our customer) under the “most likely amount” method. This revenue recognition remains “constrained” (i.e., not recognized) until regulatory approval occurs, given its inherent uncertainty and the requirement of a significant revenue reversal not being probable if achievement does not occur. At each reporting period, we re-evaluate the probability of milestone achievement and the associated revenue constraint; any resulting adjustments would be recorded on a cumulative catch-up basis, thus reflected in our financial statements in the period of adjustment. • When we are responsible for the achievement of a regulatory milestone, the “relative selling price method” is applied for purposes of allocating the transaction price to our performance obligations. In such case, we consider (i) the extent of our effort to achieve the milestone and/or the enhancement of the value of the delivered item(s) as a result of milestone achievement and (ii) if the milestone payment is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within the arrangement. We have historically assessed the contractual value of these milestones upon their achievement to be identical to the allocation of value of our performance obligations and thus representing the “transaction price” for each milestone at contract inception. We recognize this revenue in the period that the regulatory approval occurs (i.e., when we complete the “performance obligation”) under the “most likely amount” method, and revenue recognition is otherwise “constrained” until regulatory approval occurs, given its inherent uncertainty and the requirement of a significant revenue reversal not being probable if achievement does not occur. At each reporting period, we re-evaluate the probability of milestone achievement and the associated revenue constraint; any resulting adjustments would be recorded on a cumulative catch-up basis, thus reflected in our financial statements in the period of adjustment. (c) Service Revenue : We receive fees under certain arrangements for (i) sales and marketing services, (ii) supply chain services, (iii) research and development services, and (iv) clinical trial management services. Our rights to receive payment for these services may be established by (1) a fixed-fee schedule that covers the term of the arrangement, so long as we meet ongoing performance obligations, (2) our completion of product delivery in our capacity as a procurement agent, (3) the successful completion of a phase of drug development, (4) favorable results from a clinical trial, and/or (5) regulatory approval events. We consider whether revenue associated with these service arrangements is reportable each period, based on our completed services or deliverables (i.e., satisfied “performance obligations”) during the reporting period, and the terms of the arrangement that contractually result in fixed payments due to us. The promised service(s) within these arrangements are distinct and explicitly stated within each contract, and our customer benefits from the separable service(s) delivery/completion. Further, the nature of the promise to our customer as stated within the respective contract is to deliver each named service |
Cash and Cash Equivalents | Cash and Cash EquivalentsCash and cash equivalents consist of bank deposits and highly liquid investments with maturities of three months or less from the purchase date. |
Marketable Securities | Marketable SecuritiesMarketable securities consist of our holdings in equity securities, mutual funds, bank CDs, government-related debt securities, and corporate debt securities. Since we classify these investments as “available-for-sale” any (1) realized gains (losses) or (2) unrealized gains (losses) on these securities are respectively recognized in (1) “other expense, net” on the accompanying Condensed Consolidated Statements of Operations, or (2) depending on the nature of the marketable securities recognized in “accumulated other comprehensive loss” as a separate component of stockholder’s equity on the accompanying Condensed Consolidated Statements of Stockholders’ Equity, or in “other income (expense), net” on the accompanying Condensed Consolidated Statements of Operations. |
Accounts Receivable, Net of Allowance for Credit Losses | Accounts Receivable, Net of Allowance for Credit Losses Our accounts receivable, net of allowance for credit losses are derived from our product sales and license fees, and do not bear interest. The allowance for credit losses is management’s best estimate of the amount of expected credit losses in our existing accounts receivable and any anticipated discounts. The allowance for credit losses is adjusted each period through earnings to reflect expected credit losses over the remaining life of the asset. Account balances are written off against the allowance after appropriate collection efforts are exhausted. In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13 ("ASU 2016-13") "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This new ASU replaces the existing incurred loss impairment model with a current expected credit loss model (“CECL”), which requires the use of forward-looking information to calculate credit loss estimates. The new CECL model requires recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired, in which the expected credit losses are adjusted each period for changes in expected lifetime credit losses. The new standard also applies to receivables arising from revenue transactions such as contract assets and accounts receivables and requires credit losses related to certain available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. We adopted ASU 2016-13 as of January 1, 2020, which had no material effect on our accompanying Condensed Consolidated Financial Statements. |
Property and Equipment, Net | Property and Equipment, Net Our property and equipment, net is stated at historical cost, and is depreciated on a straight-line basis over an estimated useful life that corresponds with its designated asset category. We evaluate the recoverability of “long-lived assets” (which includes property and equipment) whenever events or changes in circumstances in our business indicate that the asset’s carrying amount may not be recoverable through our on-going operations. In August 2018, the FASB issued Accounting Standards Update No. 2018-15, Intangibles – Goodwill and other – Internal-Use Software (Subtopic 350-40), which amended its guidance for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software, and to expense such capitalized implementation costs over the term of the hosting arrangement. The guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted this standard on a prospective basis for applicable implementation costs, which did not have a material impact on the Company’s consolidated financial statements. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense for equity awards granted to our employees and members of our Board of Directors is recognized on a straight-line basis over each award’s vesting period. Recognized compensation expense is net of an estimated forfeiture rate, representing the percentage of awards that are expected to be forfeited prior to vesting, though is ultimately adjusted for actual forfeitures. We use the Black-Scholes option pricing model to determine the fair value of stock options and stock appreciation rights (as of the date of grant) that have service conditions for vesting. We use the Monte Carlo valuation model to value equity awards (as of the date of grant) that have combined market conditions and service conditions for vesting. The recognition of stock-based compensation expense and the initial calculation of stock option fair value requires uncertain assumptions, including (a) the pre-vesting forfeiture rate of the award, (b) the expected term that the stock option will remain outstanding, (c) our stock price volatility over the expected term (and that of our designated peer group with respect to certain market-based awards), and (d) the prevailing risk-free interest rate for the period matching the expected term. With regard to (a)-(d) above: we estimate forfeiture rates based on our employees’ overall forfeiture history, which we believe will be representative of future results. We estimate the expected term of stock options granted based on our employees’ historical exercise patterns, which we believe will be representative of their future behavior. We estimate the volatility of our common stock on the date of grant based on the historical volatility of our common stock for a look-back period that corresponds with the expected term. We estimate the risk-free interest rate based upon the U.S. Department of the Treasury yields in effect at award grant, for a period equaling the expected term of the stock option. |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per ShareWe calculate basic and diluted net loss per share using the weighted average number of common shares outstanding during the periods presented. In periods of a net loss, basic and diluted loss per share are the same. For the diluted earnings per share calculation, we adjust the weighted average number of common shares outstanding to include only dilutive stock options, warrants, and other common stock equivalents outstanding during the period. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recorded based on the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the financial statements, as well as operating losses and tax credit carry forwards using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. We have recorded a valuation allowance to reduce our deferred tax assets, because we believe that, based upon a weighting of positive and negative factors, it is more likely than not that these deferred tax assets will not be realized. If/when we were to determine that our deferred tax assets are realizable, an adjustment to the corresponding valuation allowance would increase our net income in the period that such determination was made. In the event that we are assessed interest and/or penalties from taxing authorities that have not been previously accrued, such amounts would be included in “benefit for income taxes from continuing operations” within the accompanying Condensed Consolidated Statements of Operations for the period in which we received the notice. |
Research and Development Costs | Research and Development CostsOur research and development costs are expensed as incurred or as certain milestone payments become contractually due to our licensors, as triggered by the achievement of clinical or regulatory events. |
Fair Value Measurements | Fair Value Measurements We determine measurement-date fair value based on the proceeds that would be received through the sale of the asset, or that we would pay to settle or transfer the liability, in an orderly transaction between market participants. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include the following: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that are publicly accessible at the measurement date. |
Recent Accounting Pronouncements | In August 2018, the FASB issued Accounting Standards Update No. 2018-15, Intangibles – Goodwill and other – Internal-Use Software (Subtopic 350-40), which amended its guidance for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software, and to expense such capitalized implementation costs over the term of the hosting arrangement. The guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted this standard on a prospective basis for applicable implementation costs, which did not have a material impact on the Company’s consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Asset and Liability Fair Values | The table below summarizes certain asset and liability fair values that are included within our accompanying Condensed Consolidated Balance Sheets, and their designations among the three fair value measurement categories: September 30, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 59,923 $ — $ — $ 59,923 Equity securities 14,129 — — 14,129 Government-related debt securities 90,337 — — 90,337 Corporate debt securities — 16,485 — 16,485 Bank CDs — 3,174 — 3,174 Mutual funds 4,553 9 — 4,562 Key employee life insurance, cash surrender value (1) — 3,651 — 3,651 $ 168,942 $ 23,319 $ — $ 192,261 Liabilities: Deferred executive compensation liability (2) $ — $ 8,376 $ — $ 8,376 $ — $ 8,376 $ — $ 8,376 (1) Included within other assets on our Condensed Consolidated Balance Sheets, and the amount is based on the stated cash surrender value of life insurance policies of named current and former employees at each period-end. (2) Included within other liabilities on our Condensed Consolidated Balance Sheets, and the amount is based on the period-end market value of mutual fund investments selected by employee participants of the deferred compensation plan. December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Government-related debt securities $ 47,636 $ 14,990 $ — $ 62,626 Corporate debt securities — 58,248 — 58,248 Money market funds 54,199 — — 54,199 Equity securities 31,047 — — 31,047 Bank CDs — 7,376 — 7,376 Mutual funds 5,158 11 — 5,169 Key employee life insurance, cash surrender value (1) — 3,547 — 3,547 $ 138,040 $ 84,172 $ — $ 222,212 Liabilities: Deferred executive compensation liability (2) $ — $ 8,746 $ — $ 8,746 $ — $ 8,746 $ — $ 8,746 (1) Included within other assets on our Condensed Consolidated Balance Sheets, and the amount is based on the stated cash surrender value of life insurance policies of named current and former employees at each period-end. (2) Included within other liabilities on our Condensed Consolidated Balance Sheets, and the amount is based on the period-end market value of mutual fund investments selected by employee participants of the deferred compensation plan. |
Balance Sheet Account Detail (T
Balance Sheet Account Detail (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash, Cash Equivalents and Investments | The following is a summary of our presented composition of “cash and cash equivalents” and “marketable securities”: Historical or Amortized Cost Foreign Currency Translation Unrealized Unrealized Fair Cash and Cash Marketable Securities September 30, 2020 Money market funds $ 59,923 $ — $ — $ — $ 59,923 $ 59,923 $ — Equity securities 5,008 (2,065) 11,186 — 14,129 — 14,129 Government-related debt securities 90,232 — 105 — 90,337 7,499 82,838 Corporate debt securities 16,470 — 15 16,485 — 16,485 Mutual funds 3,925 — 628 — 4,553 — 4,553 Bank CDs 3,156 — 18 — 3,174 — 3,174 Bank deposits 9,710 — — — 9,710 9,710 — Total cash and cash equivalents and marketable securities $ 188,424 $ (2,065) $ 11,952 $ — $ 198,311 $ 77,132 $ 121,179 December 31, 2019 Money market funds $ 54,199 $ — $ — $ — $ 54,199 $ 54,199 $ — Equity securities 6,310 (2,477) 27,214 — 31,047 — 31,047 Government-related debt securities 62,617 — 19 (10) 62,626 — 62,626 Corporate debt securities 58,235 — 38 (25) 58,248 5,000 53,248 Mutual funds 4,375 — 783 — 5,158 — 5,158 Bank CDs 7,354 — 22 — 7,376 — 7,376 Bank deposits 5,219 — — — 5,219 5,219 — Total cash and cash equivalents and marketable securities $ 198,309 $ (2,477) $ 28,076 $ (35) $ 223,873 $ 64,418 $ 159,455 |
Schedule of Other Receivables | “Other receivables” consists of the following: September 30, 2020 December 31, 2019 Insurance receivable $ 74 $ 4,015 CASI other receivables — 2,393 Other miscellaneous receivables 1,393 1,490 Income tax receivable - current portion 1,297 973 Interest receivable from marketable securities 293 561 Reimbursements for incurred research and development expenses 129 126 Other receivables $ 3,186 $ 9,558 |
Prepaid Expenses and Other Current Assets | “Prepaid expenses and other current assets” consists of the following: September 30, 2020 December 31, 2019 Vendor deposits $ 10,804 $ 8,740 Prepaid insurance 72 1,408 Prepaid expenses and other current assets $ 10,876 $ 10,148 |
Property and Equipment, net | “Property and equipment, net” consists of the following: September 30, 2020 December 31, 2019 Manufacturing equipment $ 18,199 $ 10,355 Computer hardware and software 2,781 3,606 Laboratory equipment 36 36 Leasehold improvements 3,374 3,374 Office furniture 248 248 Property and equipment, at cost 24,638 17,619 (Less): Accumulated depreciation (6,182) (6,012) Property and equipment, net $ 18,456 $ 11,607 |
Schedule of Accounts Payable and Other Accrued Liabilities | “Accounts payable and other accrued liabilities” consists of the following : September 30, 2020 December 31, 2019 Trade accounts payable and other $ 32,047 $ 32,012 Lease liability - current portion 1,655 1,683 Accrued commercial/Medicaid rebates 2,122 2,925 Accrued product royalty due to licensors — 66 Allowance for product returns 4,473 4,714 Accrued data and distribution fees 768 768 Accrued GPO administrative fees 6 6 Accrued inventory management fees 168 364 Allowance for government chargebacks 11,746 11,746 Accounts payable and other accrued liabilities $ 52,985 $ 54,284 |
Schedule of Amounts Presented in Accounts Payable and Other Accrued Liabilities | Amounts presented within “accounts payable and other accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets for our categories of GTN estimates were as follows: Commercial/Medicaid Rebates and Government Chargebacks Distribution, Data, Inventory and Product Return Allowances Balance as of December 31, 2018 $ 22,952 $ 3,932 $ 5,171 Add: GTN accruals recorded for product sales 7,702 1,209 167 (Less): Payments made and credits against GTN accruals (15,983) (4,003) (624) Balance as of December 31, 2019 $ 14,671 $ 1,138 $ 4,714 Add: GTN accruals recorded for product sales — — — (Less): Payments made and credits against GTN accruals (803) (196) (241) Balance as of September 30, 2020 $ 13,868 $ 942 $ 4,473 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expense | We report our stock-based compensation expense (inclusive of our incentive stock plan, employee stock purchase plan, and 401(k) contribution matching program) in the accompanying Condensed Consolidated Statements of Operations within “total operating costs and expenses” for the three and nine months ended September 30, 2020 and 2019, as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Selling, general and administrative $ 3,018 $ 3,156 $ 9,773 $ 10,550 Research and development 1,090 1,030 3,598 3,251 Total stock-based compensation $ 4,108 $ 4,186 $ 13,371 $ 13,801 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Net Loss Per Share | Net loss per share was computed by dividing net loss by the weighted average number of common shares outstanding for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Weighted average shares outstanding - basic and diluted 131,455,727 111,178,880 118,664,914 110,291,090 Net loss $ (48,452) $ (25,985) $ (121,109) $ (73,639) Net loss per share – basic and diluted $ (0.37) $ (0.23) $ (1.02) $ (0.67) |
Financial Commitments & Conti_2
Financial Commitments & Contingencies and Key License Agreements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Lease Assets and Liabilities | The below table summarizes these lease asset and liability accounts presented on our accompanying Condensed Consolidated Balance Sheets: Operating Leases Condensed Consolidated Balance Sheet Caption September 30, 2020 December 31, 2019 Operating lease right-of-use assets - non-current Facility and equipment under lease $ 2,662 $ 3,806 Operating lease liabilities - current Accounts payable and other accrued liabilities 1,655 1,683 Operating lease liabilities - non-current Other long-term liabilities 1,210 2,372 Total operating lease liabilities $ 2,865 $ 4,055 |
Components of Aggregate Lease Expense | The components of our aggregate lease expense is summarized below: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Operating lease cost $ 466 $ 351 $ 1,398 $ 1,202 Variable lease cost 86 108 314 323 Short-term lease cost 17 20 46 59 Total lease cost $ 569 $ 479 $ 1,758 $ 1,584 Weighted Average Remaining Lease Term and Applied Discount Rate Weighted Average Remaining Lease Term Weighted Average Discount Rate Operating leases as of September 30, 2020 1.8 years 7.8% Operating leases as of December 31, 2019 2.5 years 7.8% |
Future Contractual Lease Payments | The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments: Operating Leases - future payments September 30, 2020 2020 (remaining) $ 489 2021 1,671 2022 827 2023 87 2024 — Total future lease payments, undiscounted $ 3,074 (Less): Implied interest (209) Present value of operating lease payments $ 2,865 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Condensed Consolidated Statements of Operations and Cash Flows | The following table presents the various elements of “income from discontinued operations, net of income taxes” as reported in the accompanying Condensed Consolidated Statements of Operations: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Revenues: Product sales, net $ (1) $ 5,968 $ (101) $ 18,802 License fees and service revenue — — — 290 Total revenues (1) 5,968 (101) 19,092 Operating costs and expenses: Cost of sales (excluding amortization of intangible assets) — 5,115 (229) 8,716 Selling, general and administrative — 69 (1) 5,959 Research and development (67) (194) (126) 2,597 Amortization of intangible assets — — — 1,248 Restructuring charges - employee severance — — — 3,858 Total operating costs and expenses (67) 4,990 (356) 22,378 Income (loss) from discontinued operations 66 978 255 (3,286) Other (expense) income: Change in fair value of contingent consideration — — — (1,478) Gain on sale of Commercial Product Portfolio — (193) — 33,451 Total other (expense) income — (193) — 31,973 Income from discontinued operations before income taxes 66 785 255 28,687 Provision for income taxes from discontinued operations — (213) — (7,140) Income from discontinued operations, net of income taxes $ 66 $ 572 $ 255 $ 21,547 The following table presents significant non-cash items for our discontinued operations that are included as adjustments in the accompanying Condensed Consolidated Statements of Cash Flows: Nine Months Ended 2020 2019 Depreciation and amortization $ — $ 1,263 Stock-based compensation $ — $ 3,404 Change in fair value of contingent consideration $ — $ 1,478 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Stock by Class | We sold and issued common shares under the April 2019 ATM Agreement as follows: Quarter in Which Issued No. of Common Shares Issued Proceeds Received Quarter ended June 30, 2019 221,529 $ 1,814 Quarter ended June 30, 2020 1,024,286 $ 3,071 Quarter ended September 30, 2020 2,926,112 $ 11,831 |
Description of Business, Basi_3
Description of Business, Basis of Presentation, and Operating Segment (Details) $ in Millions | Mar. 01, 2019USD ($)product | Sep. 30, 2020Segmentproduct |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of late stage development products | product | 3 | |
Segment Reporting Information [Line Items] | ||
Number of reportable operating segment | Segment | 1 | |
Sale | Commercial Product Portfolio | ||
Segment Reporting Information [Line Items] | ||
Number of products | product | 7 | |
Consideration | $ 158.8 | |
Consideration held in escrow | 4 | |
Aggregate amount receivable based on achievement of milestones | 140 | |
Payments receivable based on achievement of regulatory milestones | 40 | |
Potential payments based on achievement of sales milestones | $ 100 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Asset and Liability Fair Values (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Equity securities | $ 14,129 | $ 31,047 |
Key employee life insurance, cash surrender value | 3,651 | 3,547 |
Total Assets | 192,261 | 222,212 |
Liabilities: | ||
Deferred executive compensation liability | 8,376 | 8,746 |
Total Liabilities | 8,376 | 8,746 |
Money market funds | ||
Assets: | ||
Available-for-sale | 59,923 | 54,199 |
Government-related debt securities | ||
Assets: | ||
Available-for-sale | 90,337 | 62,626 |
Corporate debt securities | ||
Assets: | ||
Available-for-sale | 16,485 | 58,248 |
Bank CDs | ||
Assets: | ||
Available-for-sale | 3,174 | 7,376 |
Mutual funds | ||
Assets: | ||
Available-for-sale | 4,562 | 5,169 |
Level 1 | ||
Assets: | ||
Equity securities | 14,129 | 31,047 |
Key employee life insurance, cash surrender value | 0 | 0 |
Total Assets | 168,942 | 138,040 |
Liabilities: | ||
Deferred executive compensation liability | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 1 | Money market funds | ||
Assets: | ||
Available-for-sale | 59,923 | 54,199 |
Level 1 | Government-related debt securities | ||
Assets: | ||
Available-for-sale | 90,337 | 47,636 |
Level 1 | Corporate debt securities | ||
Assets: | ||
Available-for-sale | 0 | 0 |
Level 1 | Bank CDs | ||
Assets: | ||
Available-for-sale | 0 | 0 |
Level 1 | Mutual funds | ||
Assets: | ||
Available-for-sale | 4,553 | 5,158 |
Level 2 | ||
Assets: | ||
Equity securities | 0 | 0 |
Key employee life insurance, cash surrender value | 3,651 | 3,547 |
Total Assets | 23,319 | 84,172 |
Liabilities: | ||
Deferred executive compensation liability | 8,376 | 8,746 |
Total Liabilities | 8,376 | 8,746 |
Level 2 | Money market funds | ||
Assets: | ||
Available-for-sale | 0 | 0 |
Level 2 | Government-related debt securities | ||
Assets: | ||
Available-for-sale | 0 | 14,990 |
Level 2 | Corporate debt securities | ||
Assets: | ||
Available-for-sale | 16,485 | 58,248 |
Level 2 | Bank CDs | ||
Assets: | ||
Available-for-sale | 3,174 | 7,376 |
Level 2 | Mutual funds | ||
Assets: | ||
Available-for-sale | 9 | 11 |
Level 3 | ||
Assets: | ||
Equity securities | 0 | 0 |
Key employee life insurance, cash surrender value | 0 | 0 |
Total Assets | 0 | 0 |
Liabilities: | ||
Deferred executive compensation liability | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 3 | Money market funds | ||
Assets: | ||
Available-for-sale | 0 | 0 |
Level 3 | Government-related debt securities | ||
Assets: | ||
Available-for-sale | 0 | 0 |
Level 3 | Corporate debt securities | ||
Assets: | ||
Available-for-sale | 0 | 0 |
Level 3 | Bank CDs | ||
Assets: | ||
Available-for-sale | 0 | 0 |
Level 3 | Mutual funds | ||
Assets: | ||
Available-for-sale | $ 0 | $ 0 |
Balance Sheet Account Detail -
Balance Sheet Account Detail - Summary of Cash and Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule of Investments [Line Items] | ||
Cost of equity securities | $ 5,008 | $ 6,310 |
Foreign currency translation on equity securities | (2,065) | (2,477) |
Equity securities, Unrealized Gains | 11,186 | 27,214 |
Equity Securities, FV-NI, Accumulated Unrealized Loss | 0 | 0 |
Equity securities | 14,129 | 31,047 |
Cash, cash equivalents and short-term investments, amortized cost | 188,424 | 198,309 |
Total cash and cash equivalents and marketable securities, Unrealized Gains | 11,952 | 28,076 |
Total cash and cash equivalents and marketable securities, Unrealized Losses | 0 | (35) |
Cash, cash equivalents, and short-term investments | 198,311 | 223,873 |
Cash and Cash Equivalents | ||
Schedule of Investments [Line Items] | ||
Equity securities | 0 | 0 |
Cash, cash equivalents, and short-term investments | 77,132 | 64,418 |
Marketable Securities | ||
Schedule of Investments [Line Items] | ||
Equity securities | 14,129 | 31,047 |
Cash, cash equivalents, and short-term investments | 121,179 | 159,455 |
Money market funds | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, amortized cost | 59,923 | 54,199 |
Debt securities, available-for-sale, unrealized gain | 0 | 0 |
Debt securities, available-for-sale, unrealized loss | 0 | 0 |
Available-for-sale, debt securities, estimated fair value | 59,923 | 54,199 |
Money market funds | Cash and Cash Equivalents | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, estimated fair value | 59,923 | 54,199 |
Money market funds | Marketable Securities | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, estimated fair value | 0 | 0 |
Government-related debt securities | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, amortized cost | 90,232 | 62,617 |
Debt securities, available-for-sale, unrealized gain | 105 | 19 |
Debt securities, available-for-sale, unrealized loss | 0 | (10) |
Available-for-sale, debt securities, estimated fair value | 90,337 | 62,626 |
Government-related debt securities | Cash and Cash Equivalents | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, estimated fair value | 7,499 | 0 |
Government-related debt securities | Marketable Securities | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, estimated fair value | 82,838 | 62,626 |
Corporate debt securities | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, amortized cost | 16,470 | 58,235 |
Debt securities, available-for-sale, unrealized gain | 15 | 38 |
Debt securities, available-for-sale, unrealized loss | (25) | |
Available-for-sale, debt securities, estimated fair value | 16,485 | 58,248 |
Corporate debt securities | Cash and Cash Equivalents | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, estimated fair value | 0 | 5,000 |
Corporate debt securities | Marketable Securities | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, estimated fair value | 16,485 | 53,248 |
Mutual funds | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, amortized cost | 3,925 | 4,375 |
Debt securities, available-for-sale, unrealized gain | 628 | 783 |
Debt securities, available-for-sale, unrealized loss | 0 | 0 |
Available-for-sale, debt securities, estimated fair value | 4,553 | 5,158 |
Mutual funds | Cash and Cash Equivalents | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, estimated fair value | 0 | 0 |
Mutual funds | Marketable Securities | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, estimated fair value | 4,553 | 5,158 |
Bank CDs | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, amortized cost | 3,156 | 7,354 |
Debt securities, available-for-sale, unrealized gain | 18 | 22 |
Debt securities, available-for-sale, unrealized loss | 0 | 0 |
Available-for-sale, debt securities, estimated fair value | 3,174 | 7,376 |
Bank CDs | Cash and Cash Equivalents | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, estimated fair value | 0 | 0 |
Bank CDs | Marketable Securities | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, estimated fair value | 3,174 | 7,376 |
Bank deposits | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, amortized cost | 9,710 | 5,219 |
Debt securities, available-for-sale, unrealized gain | 0 | 0 |
Debt securities, available-for-sale, unrealized loss | 0 | 0 |
Available-for-sale, debt securities, estimated fair value | 9,710 | 5,219 |
Bank deposits | Cash and Cash Equivalents | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, estimated fair value | 9,710 | 5,219 |
Bank deposits | Marketable Securities | ||
Schedule of Investments [Line Items] | ||
Available-for-sale, debt securities, estimated fair value | $ 0 | $ 0 |
Balance Sheet Account Detail _2
Balance Sheet Account Detail - Schedule of Property and Equipment Net (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 24,638 | $ 17,619 |
(Less): Accumulated depreciation | (6,182) | (6,012) |
Property and equipment, net | 18,456 | 11,607 |
Manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 18,199 | 10,355 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 2,781 | 3,606 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 36 | 36 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 3,374 | 3,374 |
Office furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 248 | $ 248 |
Balance Sheet Account Detail _3
Balance Sheet Account Detail - Prepaid Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Vendor deposits | $ 10,804 | $ 8,740 |
Prepaid insurance | 72 | 1,408 |
Prepaid expenses and other current assets | $ 10,876 | $ 10,148 |
Balance Sheet Account Detail _4
Balance Sheet Account Detail - Schedule of Other Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Insurance receivable | $ 74 | $ 4,015 |
CASI other receivables | 0 | 2,393 |
Other miscellaneous receivables | 1,393 | 1,490 |
Income tax receivable - current portion | 1,297 | 973 |
Interest receivable from marketable securities | 293 | 561 |
Reimbursements for incurred research and development expenses | 129 | 126 |
Other receivables | $ 3,186 | $ 9,558 |
Balance Sheet Account Detail _5
Balance Sheet Account Detail - Schedule of Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Trade accounts payable and other | $ 32,047 | $ 32,012 |
Lease liability - current portion | 1,655 | 1,683 |
Accrued commercial/Medicaid rebates | 2,122 | 2,925 |
Accrued product royalty due to licensors | 0 | 66 |
Allowance for product returns | 4,473 | 4,714 |
Accrued data and distribution fees | 768 | 768 |
Accrued GPO administrative fees | 6 | 6 |
Accrued inventory management fees | 168 | 364 |
Allowance for government chargebacks | 11,746 | 11,746 |
Accounts payable and other accrued liabilities | $ 52,985 | $ 54,284 |
Balance Sheet Account Detail _6
Balance Sheet Account Detail - Schedule of Amounts Presented in Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commercial/Medicaid Rebates and Government Chargebacks | ||
Accounts Payable and Other Liabilities [Roll Forward] | ||
Beginning balance | $ 14,671 | $ 22,952 |
Add: GTN accruals recorded for product sales | 0 | 7,702 |
(Less): Payments made and credits against GTN accruals | (803) | (15,983) |
Ending balance | 13,868 | 14,671 |
Distribution, Data, Inventory and GPO Administrative Fees | ||
Accounts Payable and Other Liabilities [Roll Forward] | ||
Beginning balance | 1,138 | 3,932 |
Add: GTN accruals recorded for product sales | 0 | 1,209 |
(Less): Payments made and credits against GTN accruals | (196) | (4,003) |
Ending balance | 942 | 1,138 |
Product Return Allowances | ||
Accounts Payable and Other Liabilities [Roll Forward] | ||
Beginning balance | 4,714 | 5,171 |
Add: GTN accruals recorded for product sales | 0 | 167 |
(Less): Payments made and credits against GTN accruals | (241) | (624) |
Ending balance | $ 4,473 | $ 4,714 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 4,108 | $ 4,186 | $ 13,371 | $ 13,801 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 3,018 | 3,156 | 9,773 | 10,550 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 1,090 | $ 1,030 | $ 3,598 | $ 3,251 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||||||
Weighted average shares outstanding - basic and diluted (shares) | 131,455,727 | 111,178,880 | 118,664,914 | 110,291,090 | ||||
Net loss | $ (48,452) | $ (32,085) | $ (40,572) | $ (25,985) | $ (28,395) | $ (19,259) | $ (121,109) | $ (73,639) |
Net loss per share - basic and diluted ($ per share) | $ (0.37) | $ (0.23) | $ (1.02) | $ (0.67) |
Casi Holdings and Evomela Sup_2
Casi Holdings and Evomela Supply Contract - Additional Information (Details) $ in Thousands, shares in Millions | 2 Months Ended | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2020USD ($)shares | Jun. 30, 2015agreement | Sep. 30, 2020USD ($)shares | Dec. 31, 2019USD ($) | |
Other Commitments [Line Items] | ||||
Equity securities | $ | $ 14,129 | $ 31,047 | ||
CASI out-license | ||||
Other Commitments [Line Items] | ||||
Number of agreements | agreement | 3 | |||
Number of shares held in investment (shares) | shares | 9.2 | |||
Percentage of ownership (less than) | 10.00% | |||
Sale of shares (shares) | shares | 0.8 | |||
Gain on sale of shares | $ | $ 500 |
Financial Commitments & Conti_3
Financial Commitments & Contingencies and Key License Agreements - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2019USD ($) | Apr. 30, 2018USD ($) | Apr. 30, 2016shares | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)product | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | |
Long-term Purchase Commitment [Line Items] | |||||||||
Lease cost | $ 569 | $ 479 | $ 1,758 | $ 1,584 | |||||
Operating lease right-of-use assets - non-current | 2,662 | 2,662 | $ 3,806 | ||||||
Operating lease liability | 2,865 | $ 2,865 | 4,055 | ||||||
Right-of-use asset obtained in exchange for operating lease liability | $ 4,600 | ||||||||
Licensors | product | 2 | ||||||||
Deferrals and contributions | 8,400 | $ 8,400 | 8,700 | ||||||
Office equipment | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Operating lease right-of-use assets - non-current | 300 | 300 | 400 | ||||||
Office and research facilities | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Operating lease right-of-use assets - non-current | $ 2,300 | 2,300 | $ 3,400 | ||||||
ImmunGene | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Potential payments based on achievement of regulatory milestones | 26,100 | ||||||||
Asset purchase agreement, upfront payment | $ 2,800 | ||||||||
Potential payments based on additional achievements of regulatory milestones | 5,000 | ||||||||
MD Anderson | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Potential payments based on achievement of regulatory milestones | 6,000 | ||||||||
Potential payments based on achievement of sales milestones | 24,000 | ||||||||
Payment Of Upfront Fee | $ 500 | ||||||||
SPI-2012 | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Issuance (shares) | shares | 318,750 | ||||||||
Potential payments based on achievement of regulatory milestones | 10,000 | ||||||||
Potential payments based on achievement of sales milestones | 120,000 | ||||||||
Poziotinib | Licensing Agreements | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Potential payments based on achievement of regulatory milestones | 33,000 | ||||||||
Potential payments based on achievement of sales milestones | $ 325,000 | ||||||||
ASU 2016-02 | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Operating lease right-of-use assets - non-current | $ 4,200 | ||||||||
Operating lease liability | $ 4,200 | ||||||||
Minimum | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Remaining lease term | 1 year | 1 year | |||||||
Maximum | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Remaining lease term | 4 years | 4 years |
Financial Commitments & Conti_4
Financial Commitments & Contingencies and Key License Agreements - Operating Lease Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Operating lease right-of-use assets - non-current | $ 2,662 | $ 3,806 |
Operating lease liabilities - current | 1,655 | 1,683 |
Operating lease liabilities - non-current | 1,210 | 2,372 |
Total operating lease liabilities | $ 2,865 | $ 4,055 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent |
Office and research facilities | ||
Property, Plant and Equipment [Line Items] | ||
Operating lease right-of-use assets - non-current | $ 2,300 | $ 3,400 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Operating lease right-of-use assets - non-current | $ 300 | $ 400 |
Financial Commitments & Conti_5
Financial Commitments & Contingencies and Key License Agreements - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease cost | $ 466 | $ 351 | $ 1,398 | $ 1,202 |
Variable lease cost | 86 | 108 | 314 | 323 |
Short-term lease cost | 17 | 20 | 46 | 59 |
Total lease cost | $ 569 | $ 479 | $ 1,758 | $ 1,584 |
Financial Commitments & Conti_6
Financial Commitments & Contingencies and Key License Agreements - Summary of Operating Lease Term and Discount Rate (Details) | Sep. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted Average Remaining Lease Term | 1 year 9 months 18 days | 2 years 6 months |
Weighted Average Discount Rate | 7.80% | 7.80% |
Financial Commitments & Conti_7
Financial Commitments & Contingencies and Key License Agreements - Contractual Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2020 (remaining) | $ 489 | |
2021 | 1,671 | |
2022 | 827 | |
2023 | 87 | |
2024 | 0 | |
Total future lease payments, undiscounted | 3,074 | |
(Less): Implied interest | (209) | |
Present value of operating lease payments | $ 2,865 | $ 4,055 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
(Provision) benefit for income taxes from continuing operations | $ (6) | $ 200 | $ (15) | $ 8,628 |
Provision for income taxes from discontinued operations | 200 | 7,100 | ||
Income tax benefit from continuing and discontinued operations | $ 11 | $ 1,500 |
Discontinued Operations - Conde
Discontinued Operations - Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | Mar. 01, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Other (expense) income: | ||||||
Provision for income taxes from discontinued operations | $ (200) | $ (7,100) | ||||
Income from discontinued operations, net of income taxes | $ 66 | 572 | $ 255 | 21,547 | ||
Sale | Commercial Product Portfolio | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total revenues | (1) | 5,968 | (101) | 19,092 | ||
Operating costs and expenses: | ||||||
Cost of sales (excluding amortization of intangible assets) | 0 | 5,115 | (229) | 8,716 | ||
Selling, general and administrative | 0 | 69 | (1) | 5,959 | ||
Research and development | (67) | (194) | (126) | 2,597 | ||
Amortization of intangible assets | 0 | 0 | 0 | 1,248 | ||
Restructuring charges - employee severance | 0 | 0 | 0 | 3,858 | ||
Total operating costs and expenses | (67) | 4,990 | (356) | 22,378 | ||
Income (loss) from discontinued operations | 66 | 978 | 255 | (3,286) | ||
Other (expense) income: | ||||||
Change in fair value of contingent consideration | 0 | 0 | 0 | (1,478) | ||
Gain on sale of Commercial Product Portfolio | 0 | (193) | 0 | 33,451 | ||
Total other (expense) income | 0 | (193) | 0 | 31,973 | ||
Income from discontinued operations before income taxes | 66 | 785 | 255 | 28,687 | ||
Provision for income taxes from discontinued operations | 0 | (213) | 0 | (7,140) | ||
Income from discontinued operations, net of income taxes | 66 | 572 | 255 | 21,547 | ||
Proceeds from sale of discontinued operations | $ 158,800 | |||||
Carrying value of net assets transferred | 121,200 | |||||
Transaction expenses | $ 3,900 | |||||
Escrow deposits | 4,000 | 4,000 | ||||
Increase in gain | $ 1,100 | |||||
Sale | Commercial Product Portfolio | Product | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total revenues | (1) | 5,968 | (101) | 18,802 | ||
Sale | Commercial Product Portfolio | License fees and service revenue | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 290 |
Discontinued Operations - Signi
Discontinued Operations - Significant Non-cash Supplemental Cash Flow Items of Discontinued Operations (Details) - Commercial Product Portfolio - Sale - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation and amortization | $ 0 | $ 1,263 |
Stock-based compensation | 0 | 3,404 |
Change in fair value of contingent consideration | $ 0 | $ 1,478 |
Restructuring Costs Related T_2
Restructuring Costs Related To Sale Of Commercial Product Portfolio (Details) $ in Thousands | Mar. 01, 2019employee | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | May 31, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) |
Restructuring Cost and Reserve [Line Items] | ||||||
Number of employees terminated or given notice of termination | employee | 87 | |||||
Revenue from contract with customer | $ 0 | $ 0 | $ 0 | $ 0 | ||
Employee severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs expected cost remaining | $ 100 | 400 | $ 100 | 400 | ||
Employees terminated March 1, 2019 | Employee severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | 5,100 | |||||
Employees terminated March 1, 2019 | Employee severance | Income from discontinued operations, net of income taxes | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | 3,900 | |||||
Employees terminated March 1, 2019 | Employee severance | Selling, general and administrative | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | 1,000 | |||||
Employees terminated March 1, 2019 | Employee severance | Research and development | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | 200 | |||||
Employees given notice of May 31, 2019 | Employee severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | 0 | $ 500 | 500 | |||
Acrotech | Service [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Revenue from contract with customer | $ 0 | $ 700 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Aug. 03, 2020 | Aug. 03, 2020 | Jul. 30, 2020 | May 20, 2020 | Apr. 05, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares sold in public offering (shares) | 24,916,667 | |||||||
Net proceeds | $ 69,700,000 | |||||||
Maximum proceeds | $ 75,000,000 | $ 150,000,000 | ||||||
Underwriting discounts and offering expenses | $ 5,000,000 | |||||||
Common stock issued (shares) | 2,926,112 | 1,024,286 | 221,529 | |||||
Proceeds Received (Net of Broker Commissions and Fees ) | $ 11,831,000 | $ 3,071,000 | $ 1,814,000 | |||||
Public Offering of Common Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares sold in public offering (shares) | 21,666,667 | |||||||
Shares sold in public offering (usd per share) | $ 3 | |||||||
Net proceeds | $ 61,100,000 | |||||||
Over-Allotment Option | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares sold in public offering (shares) | 3,250,000 | 3,250,000 | ||||||
Shares sold in public offering (usd per share) | $ 3 | $ 3 | ||||||
Net proceeds | $ 9,200,000 |