Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 04, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | ACORDA THERAPEUTICS, INC. | ||
Entity Central Index Key | 0001008848 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Public Float | $ 34,723,350 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 9,489,873 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 001-31938 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-3831168 | ||
Entity Address, Address Line One | 420 Saw Mill River Road | ||
Entity Address, City or Town | Ardsley | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10502 | ||
City Area Code | 914 | ||
Local Phone Number | 347-4300 | ||
Title of each class | Common Stock $0.001 par value per share | ||
Trading Symbol | ACOR | ||
Name of each exchange on which registered | NASDAQ | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The registrant intends to file a proxy statement for its 2021 Annual Meeting of Stockholders pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2020. Portions of the proxy statement are incorporated herein by reference into the following parts of the Form 10-K: Part III, Item 10, Directors, Executive Officers and Corporate Governance. Part III, Item 11, Executive Compensation. Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Part III, Item 13, Certain Relationships and Related Transactions, and Director Independence. Part III, Item 14, Principal Accounting Fees and Services. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 71,369 | $ 62,085 |
Restricted cash | 12,917 | 12,836 |
Short term investments | 0 | 63,754 |
Trade accounts receivable, net of allowances of $1,266 and $682, as of December 31, 2020 and 2019, respectively | 20,193 | 22,083 |
Prepaid expenses | 14,807 | 11,574 |
Inventory, net | 28,677 | 25,221 |
Assets held for sale | 71,795 | |
Other current assets | 1,577 | 3,560 |
Total current assets | 221,335 | 201,113 |
Property and equipment, net of accumulated depreciation | 7,263 | 142,527 |
Intangible assets, net of accumulated amortization | 366,981 | 402,329 |
Right of use asset, net of accumulated amortization | 18,481 | 23,450 |
Restricted cash | 18,609 | 30,270 |
Other assets | 11 | 29 |
Total assets | 632,680 | 799,718 |
Current liabilities: | ||
Accounts payable | 12,155 | 26,257 |
Accrued expenses and other current liabilities | 38,167 | 39,077 |
Current portion of loans payable | 68,631 | 603 |
Current portion of liability related to sale of future royalties | 8,731 | 10,836 |
Current portion of lease liability | 7,944 | 7,746 |
Current portion of acquired contingent consideration | 1,624 | 1,866 |
Total current liabilities | 137,252 | 86,385 |
Convertible senior notes | 137,619 | 192,774 |
Derivative liability | 1,193 | 59,409 |
Non-current portion of acquired contingent consideration | 46,576 | 78,434 |
Non-current portion of loans payable | 28,555 | 25,495 |
Deferred tax liability | 19,116 | 9,581 |
Non-current portion of liability related to sale of future royalties | 6,526 | 13,565 |
Non-current portion of lease liability | 17,200 | 22,996 |
Other non-current liabilities | 688 | 259 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value per share. Authorized 1,000,000 shares at December 31, 2020 and 2019; no shares issued as of December 31, 2020 and 2019 | ||
Common stock, $0.001 par value per share. Authorized 61,666,666 and 13,333,333 shares at December 31, 2020 and 2019, respectively; issued 9,475,631 and 7,964,024 shares, including those held in treasury, as of December 31, 2020 and 2019, respectively | 9 | 8 |
Treasury stock at cost (5,543 shares at December 31, 2020 and 4,884 shares at December 31, 2019) | (638) | (638) |
Additional paid-in capital | 1,007,790 | 979,428 |
Accumulated deficit | (766,403) | (666,809) |
Accumulated other comprehensive loss | (2,803) | (1,169) |
Total stockholders’ equity | 237,955 | 310,820 |
Total liabilities and stockholders’ equity | $ 632,680 | $ 799,718 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Trade accounts receivable, allowances (in dollars) | $ 1,266 | $ 682 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, Authorized shares | 1,000,000 | 1,000,000 |
Preferred stock, issued shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, Authorized shares | 61,666,666 | 13,333,333 |
Common stock, issued shares | 9,475,631 | 7,964,024 |
Treasury stock, shares | 5,543 | 4,884 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||
Total net revenues | $ 152,967 | $ 192,408 |
Costs and expenses: | ||
Cost of sales | 33,513 | 34,849 |
Research and development | 23,012 | 60,083 |
Selling, general and administrative | 152,576 | 192,846 |
Goodwill and intangible asset impairments | 4,131 | 277,561 |
Loss on assets held for sale | 57,896 | |
Amortization of intangible assets | 30,763 | 25,636 |
Changes in fair value of derivative liability | (39,959) | |
Changes in fair value of acquired contingent consideration | (30,889) | (86,935) |
Total operating expenses | 231,043 | 504,040 |
Operating loss | (78,076) | (311,632) |
Other income (expense), net: | ||
Interest and amortization of debt discount expense | (30,574) | (21,872) |
Interest income | 816 | 4,170 |
Other income (expense) | 167 | 13 |
Gain on debt extinguishment | 55,100 | 55,073 |
Total other income (expense), net | (29,591) | 37,384 |
Loss before taxes | (107,667) | (274,248) |
Benefit from income taxes | 8,073 | 1,282 |
Net loss | $ (99,594) | $ (272,966) |
Net loss per share—basic | $ (12.32) | $ (34.43) |
Net loss per share—diluted | $ (12.32) | $ (34.43) |
Weighted average common shares outstanding used in computing net loss per share—basic | 8,084 | 7,927 |
Weighted average common shares outstanding used in computing net loss per share—diluted | 8,084 | 7,927 |
Net Product Revenues | ||
Revenues: | ||
Total net revenues | $ 124,831 | $ 180,736 |
Milestone Revenues | ||
Revenues: | ||
Total net revenues | 15,000 | |
Royalty Revenues | ||
Revenues: | ||
Total net revenues | $ 13,136 | $ 11,672 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (99,594) | $ (272,966) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (1,607) | (4,118) |
Unrealized gains (losses) on available-for-sale securities, net of tax | (27) | 143 |
Other comprehensive loss, net of tax | (1,634) | (3,975) |
Comprehensive loss | $ (101,228) | $ (276,941) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Treasury stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) |
Balance at Dec. 31, 2018 | $ 611,984 | $ 8 | $ (2,133) | $ 1,005,146 | $ (393,843) | $ 2,806 |
Balance (in shares) at Dec. 31, 2018 | 7,927 | |||||
Compensation expense for issuance of stock options to employees | 9,923 | 9,923 | ||||
Compensation expense for issuance of restricted stock to employees | 4,327 | 4,327 | ||||
Compensation expense for issuance of restricted stock to employees (in shares) | 47 | |||||
Exercise of stock options | 24 | 24 | ||||
Purchase of Treasury Stock | (94) | 1,495 | (1,588) | |||
Purchase of Treasury Stock ,Shares | (10) | |||||
Equity component of convertible notes exchange | (38,404) | (38,404) | ||||
Other comprehensive loss | (3,975) | (3,975) | ||||
Net loss | (272,966) | (272,966) | ||||
Balance at Dec. 31, 2019 | 310,820 | $ 8 | (638) | 979,428 | (666,809) | (1,169) |
Balance (in shares) at Dec. 31, 2019 | 7,964 | |||||
Compensation expense for issuance of stock options to employees | 5,468 | 5,468 | ||||
Compensation expense for issuance of restricted stock to employees | 2,632 | 2,632 | ||||
Compensation expense for issuance of restricted stock to employees (in shares) | 27 | |||||
Reclassification of derivative liability to equity, net of tax | 14,053 | 14,053 | ||||
Interest payment for convertible notes | 6,202 | $ 1 | 6,201 | |||
Interest payment for convertible notes (in shares) | 1,485 | |||||
Reverse stock split adjustment | 8 | 8 | ||||
Equity component of convertible notes exchange | (38,400) | |||||
Other comprehensive loss | (1,634) | (1,634) | ||||
Net loss | (99,594) | (99,594) | ||||
Balance at Dec. 31, 2020 | $ 237,955 | $ 9 | $ (638) | $ 1,007,790 | $ (766,403) | $ (2,803) |
Balance (in shares) at Dec. 31, 2020 | 9,476 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Reclassification of derivative liability to equity, net of tax amount | $ 4.4 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (99,594) | $ (272,966) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Share-based compensation expense | 8,100 | 14,250 |
Amortization of net premiums and discounts on investments | 562 | (1,647) |
Amortization of debt discount and debt issuance costs | 16,422 | 15,724 |
Depreciation and amortization expense | 41,298 | 34,573 |
Gain on debt extinguishment | (55,100) | (55,073) |
Goodwill and intangible asset impairments | 4,131 | 277,561 |
Loss on assets held for sale | 57,896 | |
Change in contingent consideration obligation | (30,889) | (86,935) |
Change in derivative liability | (39,959) | |
Gain on disposal of property and equipment | (200) | |
Non-cash royalty revenue | (11,486) | (10,271) |
Deferred tax provision (benefit) | 4,667 | (1,978) |
Changes in assets and liabilities: | ||
Decrease in accounts receivable | 1,890 | 1,347 |
(Increase) decrease in prepaid expenses and other current assets | (1,237) | 14,439 |
(Increase) decrease in inventory | (3,456) | 3,793 |
Decrease in other assets | 19 | 11 |
(Decrease) in accounts payable, accrued expenses and other current liabilities | (8,971) | (60,564) |
(Decrease) in other non-current liabilities | (199) | (431) |
Net cash used by operating activities | (61,006) | (128,167) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,390) | (90,426) |
Purchases of investments | (226,587) | |
Proceeds from maturities of investments | 63,750 | 316,508 |
Net cash (used) provided by investing activities | 59,360 | (505) |
Cash flows from financing activities: | ||
Payments on convertible senior notes exchange | (55,199) | |
Debt issuance costs | (1,071) | (4,670) |
Proceeds from issuance of common stock and option exercises | 24 | |
Purchase of treasury stock | (91) | |
Repayment of loans payable | (597) | (614) |
Net cash used by financing activities | (1,668) | (60,550) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 1,018 | 62 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (2,296) | (189,160) |
Cash, cash equivalents and restricted cash at beginning of period | 105,191 | 294,351 |
Cash, cash equivalents and restricted cash at end of period | 102,895 | 105,191 |
Supplemental disclosure: | ||
Non-cash debt issuance cost | 490 | |
Cash paid for interest | 6,670 | 6,056 |
Cash paid for taxes | $ 251 | $ 2,791 |
Organization and Business Activ
Organization and Business Activities | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Activities | (1) Organization and Business Activities Acorda Therapeutics, Inc. (“Acorda” or the “Company”) is a biopharmaceutical company focused on developing therapies that restore function and improve the lives of people with neurological disorders. The management of the Company is responsible for the accompanying audited consolidated financial statements and the related information included in the notes to the consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) and include the results of operations of the Company and its majority owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation On December 31, 2020, we filed an amendment to our Certificate of Incorporation which effected, as of 4:01 p.m. Eastern Time on December 31, 2020, a 1-for-6 Use of Estimates The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include share‑based compensation accounting, which are largely dependent on the fair value of the Company’s equity securities, measurement of changes in the fair value of acquired contingent consideration which is based on a probability weighted discounted cash flow valuation methodology, estimated deductions to determine net revenue such as allowances for customer credits, including estimated discounts, rebates, and chargebacks, which are estimated based on available information that will be adjusted to reflect known changes in the factors that impact such allowances, estimates of derivative liability associated with the exchange of the convertible senior secured notes due 2024, which is marked to market each quarter based on a binomial model, estimates of reserves for obsolete and excess inventory, and estimates of unrecognized tax benefits and valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income. Actual results could differ from those estimates. Risks and Uncertainties The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on key customers and suppliers, and protection of intellectual property rights. Cash and Cash Equivalents The Company considers all highly liquid debt instruments with original maturities of three months or less from date of purchase to be cash equivalents. All cash and cash equivalents are held in highly rated securities including a Treasury money market fund which is unrestricted as to withdrawal or use. To date, the Company has not experienced any losses on its cash and cash equivalents. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term and liquid nature. We maintain cash balances in excess of insured limits. We do not anticipate any losses with respect to such cash balances. Restricted Cash Restricted cash represents an escrow account with funds to maintain the interest payments for an amount equal to all remaining scheduled interest payments on the outstanding convertible senior secured notes due 2024 through the interest payment date of June 1, 2023; and a The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same amounts shown in the statement of cash flows: December 31, 2020 December 31, 2019 (In thousands) Beginning of period End of period Beginning of period End of period Cash and cash equivalents $ 62,085 $ 71,369 $ 293,564 $ 62,085 Restricted cash 12,836 12,917 532 12,836 Restricted cash-non current 30,270 18,609 255 30,270 Total Cash, cash equivalents and restricted cash per statement of cash flows $ 105,191 $ 102,895 $ 294,351 $ 105,191 Investments Short-term investments consist primarily of high-grade commercial paper and corporate bonds. The Company classifies marketable securities available to fund current operations as short-term investments in current assets on its consolidated balance sheets. Marketable securities are classified as long-term investments in long-term assets on the consolidated balance sheets if the Company has the ability and intent to hold them and such holding period is longer than one year. The Company classifies all its investments as available-for-sale. Available-for-sale securities are recorded at the fair value of the investments based on quoted market prices. Unrealized holding gains and losses on available-for-sale securities, which are determined to be temporary, are excluded from earnings and are reported as a separate component of accumulated other comprehensive loss. Premiums and discounts on investments are amortized over the life of the related available-for-sale security as an adjustment to yield using the effective‑interest method. Dividend and interest income are recognized when earned. Amortized premiums and discounts, dividend and interest income are included in interest income. Realized gains and losses are included in other income. There were no investments classified as short-term or long-term at December 31, 2020. Other Comprehensive Loss The Company’s other comprehensive loss consisted of unrealized gains and losses on available-for-sale securities and adjustments for foreign currency translation and is recorded and presented net of income tax. There was no income tax allocated to the foreign currency translation adjustment in Other Comprehensive Loss for the period ended December 31, 2020 and 2019. The cumulative foreign currency translation adjustment reported in Other Comprehensive Loss was $(1.6) million and $(4.1) million for the period ended December 31, 2020 and 2019, respectively Inventory Inventory is stated at the lower of cost or net realizable value. The Company capitalizes inventory costs associated with the Company's products prior to regulatory approval when, based on management's judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. Cost is determined using the first-in, first-out method (FIFO) for all inventories. The Company establishes reserves as necessary for obsolescence and excess inventory. The Company records a reserve for excess and obsolete inventory based on the expected future product sales volumes and the projected expiration of inventory and specifically identified obsolete inventory. excess and obsolete inventory We recorded an idle capacity charge related to the Chelsea manufacturing operations to cost of goods sold of $6.3 million and $0.7 million for the years ended The following table provides the major classes of inventory: (In thousands) December 31, 2020 December 31, 2019 Raw materials $ 3,434 $ 1,753 Work-in-progress 6,602 13,509 Finished goods 18,641 9,959 Total $ 28,677 $ 25,221 Ampyra The cost of Ampyra inventory manufactured by Alkermes plc (Alkermes) is based on agreed upon pricing with Alkermes. In the event Alkermes does not manufacture the products, Alkermes is entitled to a compensating payment for the quantities of product provided by Patheon, the Company’s alternative manufacturer. This compensating payment is included in the Company’s inventory balances. No payments were made for the years ended December 31, 2020 and 2019. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation, except for assets acquired in a business combination, which are recorded at fair value as of the acquisition date. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which ranges from one to seven years. Leasehold improvements are recorded at cost, less accumulated amortization, which is computed on a straight-line basis over the shorter of the useful lives of the assets or the remaining lease term. Expenditures for maintenance and repairs are charged to expense as incurred. The Company capitalizes interest costs for assets under construction. Goodwill Goodwill represents the amount of consideration paid in excess of the fair value of net assets acquired in a business combination accounted for using the acquisition method of accounting. Goodwill is not amortized and is subject to impairment testing on an annual basis or when a triggering event occurs that may indicate the carrying value of the goodwill is impaired. We perform our impairment testing at the reporting level where we have determined that we have a single reporting unit and operating segment. The impairment test for goodwill uses an approach which compares the estimated fair value of the reporting unit including goodwill to its carrying value. If the carrying value of the reporting unit exceeds the estimated fair value of the reporting unit, an impairment loss is recognized in an amount equal to the excess of the carrying value over the estimated fair value. The Company recorded an impairment charge of $277.6 million for the year ended December 31, 2019 in the statement of operations and therefore, the goodwill was fully impaired. See Note 4 for a discussion of goodwill. Intangible Assets In Process Research and Development The Company has indefinite lived intangible assets for the value of acquired in-process research and development. The cost of in-process research and development (IPR&D) acquired directly in a transaction other than a business combination is capitalized if the project will be further developed or have an alternative future use; otherwise it is expensed. The estimated fair value of IPR&D projects acquired in a business combination is capitalized. Several methods may be used to determine the estimated fair value of the IPR&D assets acquired in a business combination. The Company utilizes the "income method” which applies a probability weighting that considers the risk of development and commercialization to the estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, patent protection, estimated pricing and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or impaired, as appropriate. These assets are tested at least annually or when a triggering event occurs that could indicate a potential impairment. Events that could result in an impairment, or trigger an interim impairment assessment, may include actions by regulatory authorities with respect to us or our competitors, the receipt of additional clinical or nonclinical data regarding our drug candidate or a potentially competitive drug candidate, changes in the clinical development program for a drug candidate or new information regarding potential sales for the drug which could have a negative effect on cash flows and which could result in an impairment. If impairment indicators are present or changes in circumstance suggest that an impairment may exist, we perform an impairment analysis by comparing the sum of the estimated discounted future cash flows, or fair value, of each intangible asset to its carrying value on the consolidated balance sheet. We will recognize an impairment loss if the carrying value of the intangible asset exceeds its fair value. Finite-Lived Intangible Assets The Company has finite lived intangible assets that are amortized on a straight line basis over the period in which the Company expects to receive economic benefit and are reviewed for impairment when facts and circumstances indicate that the carrying value of the asset may not be recoverable. The determination of the expected life will be dependent upon the use and underlying characteristics of the intangible asset. In the Company’s evaluation of the intangible assets, it considers the term of the underlying asset life and the expected life of the related product line. If impairment indicators are present or changes in circumstance suggest that impairment may exist, the Company performs a recoverability test by comparing the sum of the estimated undiscounted cash flows of each intangible asset to its carrying value on the consolidated balance sheet. If the undiscounted cash flows used in the recoverability test are less than the carrying value, the Company would determine the fair value of the intangible asset and recognize an impairment loss in the statement of operations if the carrying value of the intangible asset exceeds its fair value. Fair value is generally estimated based on either appraised value or other valuation techniques. Events that could result in an impairment, or trigger an interim impairment assessment, may include actions by regulatory authorities with respect to us or our competitors, new or better products entering the market, changes in market share or market pricing, changes in the economic lives of the assets, changes in the legal framework covering patents, rights or licenses, and other market changes which could have a negative effect on cash flows and which could result in an impairment. Contingent Consideration The Company may record contingent consideration as part of the cost of business acquisitions. Contingent consideration is recognized at fair value as of the date of acquisition and recorded as a liability on the consolidated balance sheet. The contingent consideration is re-valued on a quarterly basis using a probability weighted discounted cash-flow approach until fulfillment or expiration of the contingency. Changes in the fair value of the contingent consideration are recognized in the statement of operations. See Note 15 for discussion on the Alkermes ARCUS agreement. Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful lives of its long-lived assets , including identifiable intangible assets subject to amortization and property plant and equipment, may warrant revision or that the carrying value of the assets may be impaired. The Company evaluates the realizability of its long-lived assets based on profitability and cash flow expectations for the related assets. Factors the Company considers important that could trigger an impairment review include significant changes in the use of any assets, changes in historical trends in operating performance, changes in projected operating performance, stock price, loss of a major customer and significant negative economic trends. The decline in the trading price of the Company's common stock during the quarter ended September 30, 2019, and related decrease in the Company's market capitalization, was determined to be a triggering event in connection with the Company's review of the recoverability of its long-lived assets for the year ended December 31, 2019. The Company performed a recoverability test during the third quarter of fiscal 2019 using the undiscounted cash flows, which are the sum of the future undiscounted cash flows expected to be derived from the direct use of the long-lived assets to the carrying value of the long-lived assets. Estimates of future cash flows were based on the Company’s own assumptions about its own use of the long-lived assets. The cash flow estimation period was based on the long-lived assets’ estimated remaining useful life to the Company. After performing the recoverability test, the Company determined that the undiscounted cash flows exceeded the carrying value and the long-lived assets were not impaired. Changes in these assumptions and resulting valuations could result in future long-lived asset impairment charges. Management will continue to monitor any changes in circumstances for indicators of impairment. Any write‑downs are treated as permanent reductions in the carrying amount of the assets. The Company determined that there were relevant changes to the key assumptions that would negatively affect the value of the IPR&D asset for BTT-1023. The Company noted that it received a final read-out of the results of the BUTEO study on March 31, 2020 and noted that the study did not meet its primary or secondary endpoints. Based on conclusions drawn from these results, management determined that the Company would not continue further development of the asset on March 31, 2020. Management also conferred with its independent consultant in March 2020 to review and opine on the results of the BUTEO study to assess whether the asset was a candidate for potential out-licensing since the Company would no longer continue to develop the asset. Based on the assessment and review of the BUTEO study results with the consultant, management determined that the results of the clinical trial did not meet the primary or secondary end-points, and the clinical trial was not large enough or expansive enough to be persuasive to generate interest by third-parties for a possible licensing arrangement. Management determined that this assessment was the triggering event that indicated that the asset was fully impaired as there was no potential value with an out-licensing arrangement. Based on the qualitative assessment, management determined that the fair value of the IPR&D asset was $0 and that the carrying value of the asset which was approximately $4.1 million at March 31, 2020 exceeded the fair value of the asset. As a result, the Company fully impaired the asset and recorded an impairment charge of $4.1 million in the three-month period ended March 31, 2020. Management determined that additional quantitative procedures were not relevant in this circumstance given the overwhelming qualitative evidence that indicated the asset was fully impaired. Non-Cash Interest Expense on Liability Related to Sale of Future Royalties As of October 1 , 2017, the Company completed a royalty purchase agreement with , or HCRP (“Royalty Agreement”). In exchange for the payment of $40 million to the Company, HCRP obtained the right to receive Fampyra royalties payable by Biogen under the Collaboration and Licensing Agreement between the Company and Biogen, up to an agreed upon threshold of royalties. When this threshold is met, if ever, the Fampyra royalty revenue will revert back to the Company and the Company will continue to receive the Fampyra royalty revenue from Biogen until the revenue stream ends. The transaction does not include potential future milestones to be paid by Biogen to Acorda. The Company maintained the rights under the license and collaboration agreement with Biogen, therefore, the Royalty Agreement has been accounted for as a liability that will be amortized using the effective interest method over the life of the arrangement, in accordance with the relevant accounting guidance. In order to determine the amortization of the liability, the Company is required to estimate the total amount of future net royalty payments to be made to HCRP over the term of the agreement up to the agreed upon threshold of royalties. The total threshold of net royalties to be paid, less the net proceeds received will be recorded as interest expense over the life of the liability. The Company imputes interest on the unamortized portion of the liability using the effective interest method and records interest expense based on the timing of the payments received over the term of the royalty agreement. The Company’s estimate of the interest rate under the arrangement is based on forecasted net royalty payments expected to be made to HCRP over the life of the royalty agreement. The Company estimated an effective annual interest rate of approximately 15%. Over the course of the Royalty Agreement, the actual interest rate will be affected by the amount and timing of net royalty revenue recognized and changes in forecasted revenue. On a quarterly basis, the Company will reassess the effective interest rate and adjust the rate prospectively as required. Non-cash royalty revenue is reflected as royalty revenue and non-cash interest expense is reflected as interest and amortization of debt discount expense in the Statement of Operations. Patent Costs Patent application and maintenance costs are expensed as incurred. Research and Development Research and development expenses include the costs associated with the Company’s internal research and development activities, including salaries and benefits, occupancy costs, and research and development conducted for it by third parties, such as contract research organizations (CROs), sponsored university-based research, clinical trials, contract manufacturing for its research and development programs, and regulatory expenses. In addition, research and development expenses include the cost of clinical trial drug supply shipped to the Company’s clinical study vendors. For those studies that the Company administers itself, the Company accounts for its clinical study costs by estimating the patient cost per visit in each clinical trial and recognizes this cost as visits occur, beginning when the patient enrolls in the trial. This estimated cost includes payments to the trial site and patient-related costs, including laboratory costs related to the conduct of the trial. Cost per patient varies based on the type of clinical trial, the site of the clinical trial, and the length of the treatment period for each patient. For those studies for which the Company uses a CRO, the Company accounts for its clinical study costs according to the terms of the CRO contract. These costs include upfront, milestone and monthly expenses as well as reimbursement for pass through costs. As actual costs become known to the Company, it adjusts the accrual; such changes in estimate may be a material change in its clinical study accrual, which could also materially affect its results of operations. All research and development costs are expensed as incurred except when accounting for nonrefundable advance payments for goods or services to be used in future research and development activities. These payments are capitalized at the time of payment and expensed ratably over the period the research and development activity is performed. Accounting for Income Taxes The Company provides for income taxes in accordance with ASC Topic 740 (ASC 740). Income taxes are accounted for under the asset and liability method with deferred tax assets and liabilities recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance for the amounts of any tax benefits which, more likely than not, will not be realized. In determining whether a tax position is recognized for financial statement purposes, a two-step process is utilized whereby the threshold for recognition is a more likely-than-not test that the tax position will be sustained upon examination and the tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Revenue Recognition ASC 606 outlines a five-step process for recognizing revenue from contracts with customers: i) identify the contract with the customer, ii) identify the performance obligations in the contract, (iii) determine the transaction price, iv) allocate the transaction price to the separate performance obligations in the contract, and (v) recognize revenue associated with the performance obligations as they are satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606, the Company determines the performance obligations that are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to each respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon receipt of the product by the customer. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. We did not have any contract assets or liabilities as of December 31, 2020 and December 31, 2019. Product Revenue, Net Inbrija Inbrija is available primarily through a network of specialty pharmacies, which deliver the medication to patients by mail, and ASD Specialty Healthcare, Inc . (an AmerisourceBergen affiliate). During the three-month period ended December 31, 2020, we completed the transition from a network of several specialty pharmacies to Alliance Rx Walgreens Prime as the sole specialty pharmacy for U.S. sales of Inbrija, which we believe has potential benefits to patients and our business. Ampyra Ampyra is distributed primarily through a network of specialty pharmacies, which deliver the medication to patients by mail. Net revenue from product sales is recognized at the transaction price when the customer obtains control of the Company’s products, which occurs at a point in time, typically upon receipt of the product by the customer. The Company’s products are sold primarily to a network of specialty providers which are contractually obligated to hold no more than an agreed upon number of days of inventory. The Company’s payment terms are between 30 to 35 days. The Company’s net revenues represent total revenues adjusted for discounts and allowances, including estimated cash discounts, chargebacks, rebates, returns, Discounts and Allowances Revenue from product sales are recorded at the transaction price, which includes estimates for discounts and allowances for which reserves are established and includes cash discounts, chargebacks, rebates, returns, copay assistance, data fees and wholesaler fees for services discounts and allowances are recorded following shipment of product and the appropriate reserves are credited. These reserves are classified as reductions of accounts receivable (if the amount is payable to the Customer and right of offset exists) or a current liability (if the amount is payable to a party other than a Customer). These allowances are established by management as its best estimate based on historical experience and data points available and are adjusted to reflect known changes in the factors that impact such reserves. Allowances for customer credits, chargebacks, rebates, data fees and wholesaler fees for services, returns, and discounts are established based on contractual terms with customers and analyses of historical usage of these items. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. The nature of our allowances and accruals requiring critical estimates, and the specific considerations it uses in estimating their amounts are as follows: Government Chargebacks and Rebates: We contract for Medicaid and other U.S. federal government programs to allow for our products to remain eligible for reimbursement under these programs. For Medicare, the Company also estimates the number of patients in the prescription drug coverage gap for whom the Company will owe an additional liability under the Medicare Part D program. Based upon our contracts and the most recent experience with respect to sales through each of these channels, we provide an allowance for chargebacks and rebates. We monitor the sales trends and adjust the chargeback and rebate percentages on a regular basis to reflect the most recent chargebacks and rebate experience. The Company’s liability for these rebates consists of invoices received for claims from prior quarters that have not been paid or for which an invoice has not yet been received, estimates of claims for the current quarter, and estimated future claims that will be made for product that has been recognized as revenue, but remains in the distribution channel inventories at the end of each reporting period. Managed Care Contract Rebates: We contract with various managed care organizations including health insurance companies and pharmacy benefit managers. These contracts stipulate that rebates and, in some cases, administrative fees, are paid to these organizations provided our product is placed on a specific tier on the organization’s drug formulary. Based upon our contracts and the most recent experience with respect to sales through managed care channels, we provide an allowance for managed care contract rebates. We monitor the sales trends and adjust the allowance on a regular basis to reflect the most recent rebate experience. The Company’s liability for these rebates consists of invoices received for claims from prior quarters that have not been paid or for which an invoice has not yet been received, estimates of claims for the current quarter, and estimated future claims that will be made for product that has been recognized as revenue, but remains in the distribution channel inventories at the end of each reporting period. Copay Mitigation Rebates: We offer copay mitigation to commercially insured patients who have coverage for our products (in accordance with applicable law) and are responsible for a cost share. Based upon our contracts and the most recent experience with respect to actual copay assistance provided, we provide an allowance for copay mitigation rebates. We monitor the sales trends and adjust the rebate percentages on a regular basis to reflect the most recent rebate experience. Cash Discounts: We sell directly to companies in our distribution network, which primarily includes specialty pharmacies, which deliver the medication to patients by mail, and ASD Specialty Healthcare, Inc. (an AmeriSourceBergen affiliate). We generally provide invoice discounts for prompt payment for our products. We estimate our cash discounts based on the terms offered to our customers. Discounts are estimated based on rates that are explicitly stated in the Company’s contracts as it is expected they will take the discount and are recorded as a reduction of revenue at the time of product shipment when product revenue is recognized. We adjust estimates based on actual activity as necessary. Product Returns: We offer no right of return except for products damaged upon receipt to Ampyra and Inbrija customers or a limited right of return based on the product’s expiration date to previous Zanaflex and Qutenza customers. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The company currently estimates product return liabilities using historical sales information and inventory remaining in the distribution channel. Data Fees and Fees for Services Payable to Specialty Pharmacies: We have contracted with certain specialty pharmacies to obtain transactional data related to our products in order to develop a better understanding of our selling channel as well as patient activity and utilization by the Medicaid program and other government agencies and managed care organizations. We pa |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | (3) Leases In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted the new lease guidance effective January 1, 2019 using the modified retr , applying the new standard to all of its leases existing at the date of initial application Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The adoption of the new guidance resulted in the recognition of ROU assets of $28.0 million and lease liabilities of $35.1 million at January 1, 2019. The difference between the ROU assets and the lease liabilities is primarily due to unamortized , lease incentives and deferred rent related to the Company’s operating leases at December 31, 2018. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2019 adoption date. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. Our leases have remaining lease terms of 1.5 years to 6 years, some of which include options to extend the lease term for up to 15 years, and some of which include options to terminate the lease within 1.5 years. The Company has elected the practical expedient The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. We have elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, we will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight line basis over the term of the lease. Operating Leases We lease certain office space, manufacturing and warehouse space under arrangements classified as leases under ASC 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging from 5 to 15 years. The exercise of lease renewal options is at our sole discretion. One of our leases also includes an option to early terminate the lease within 1.5 Ardsley, New York In June 2011, the Company entered into a 15-year lease for an aggregate of approximately 138,000 square feet of office and laboratory space in Ardsley, New York. In 2014, the Company exercised its option to expand into an additional 25,405 square feet of office space, which the Company occupied in January 2015. The Company has options to extend the term of the lease for three additional five-year The Ardsley lease provides for monthly payments of rent during the lease term. These payments consist of base rent, which takes into account the costs of the facility improvements funded by the facility owner prior to the Company’s occupancy, and additional rent covering customary items such as charges for utilities, taxes, operating expenses, and other facility fees and charges. The base rent is currently $4.9 million per year, which reflects an annual 2.5% escalation factor. Chelsea, Massachusetts Our Civitas subsidiary leased a manufacturing facility in Chelsea, Massachusetts which we used to manufacture Inbrija through February 10, 2021. The base rent under the lease is currently $1.7 million per year, which reflects an annual escalation factor of 2.5% as well as Civitas’ 2017 lease of additional property next to the Chelsea, Massachusetts facility for parking and warehouse space. The base rent for the additional property under the lease included in the rent number above is currently $0.4 million per year with an annual escalation factor of 3.0%. In 2018, the Company initiated a renovation and expansion of a building within the Chelsea manufacturing facility that increased the size of the facility from approximately 90,000 to approximately 95,000 square feet. The project added a new manufacturing production line for Inbrija and other ARCUS products that has greater capacity than the existing manufacturing line, and created additional warehousing space for manufactured product. Although the project was substantially completed in late 2019, the expansion does not yet have all of the approvals needed for use of the new production line for commercial manufacture, such as approvals from the FDA, Massachusetts state environmental permits, and approvals from other regulatory authorities. All costs to renovate and expand the facility through the date of assignment were borne by the Company. On February 10, 2021, the Company completed the sale of its Chelsea manufacturing operations to Catalent Pharma Solutions. In connection with the sale, Civitas assigned the lease of the Chelsea facility to a Catalent affiliate. Additional Facilities In October 2016, we entered into a 10-year lease agreement with a term commencing January 1, 2017, for approximately 26,000 square feet of lab and office space in Waltham, MA. The lease provides for monthly rental payments over the lease term. The base rent under the lease is currently $1.1 million per year. Our leases have remaining lease terms of 1.5 years to 6 years, which assumes exercise of the early termination of our Ardsley, NY lease. We do not include any renewal options in our lease terms when calculating our lease liabilities as we are not reasonably certain that we will exercise these options. When calculating the lease liability, we assume exercise of the Ardsley early termination option. The weighted-average remaining lease term for our operating leases was 3.7 years at December 31, 2020. The weighted-average discount rate was 7.15% at December 31, 2020. ROU assets and lease liabilities related to our operating leases are as follows: (In thousands) Balance Sheet Classification December 31, 2020 December 31, 2019 Right-of-use assets Right of use assets $ 18,481 $ 23,450 Current lease liabilities Current portion of lease liabilities 7,944 7,746 Non-current lease liabilities Non-current portion of lease liabilities 17,200 22,996 We have lease agreements that contain both lease and non-lease components. We account for lease components together with non-lease components (e.g., common-area maintenance). The components of lease costs were as follows: Year ended December 31, Year ended December 31, (In thousands) 2020 2019 Operating lease cost $ 7,066 $ 7,070 Variable lease cost 3,636 4,585 Short-term lease cost 1,653 1,417 Total lease cost $ 12,355 $ 13,072 Future minimum commitments under all non-cancelable operating leases are as follows: (In thousands) 2021 $ 7,944 2022 10,024 2023 3,097 2024 3,184 2025 3,266 Later years 1,328 Total lease payments 28,843 Less: Imputed interest (3,700 ) Present value of lease liabilities $ 25,143 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: (In thousands) December 31, 2020 December 31, 2019 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 7,769 $ 7,507 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ — $ 770 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | (4) Intangible Assets and Goodwill Intangible Assets Inbrija (levodopa inhalation powder) and ARCUS Technology In connection with the acquisition of Civitas in October 2014, the Company acquired global rights to Inbrija, a Phase 3 treatment candidate for Parkinson’s disease OFF periods, also known as OFF episodes. The acquisition of Civitas also included rights to Civitas’ proprietary ARCUS drug delivery technology, which the Company believes has potential to be used in the development of a variety of inhaled medicines. In December 2018, the FDA approved Inbrija for intermittent treatment of OFF episodes in people with Parkinson’s disease treated with carbidopa/levodopa. In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the transaction to the underlying assets acquired and liabilities assumed by the Company, based upon the estimated fair values of those assets and liabilities at the date of acquisition and classified the fair value of the acquired IPR&D as an indefinite-lived intangible asset until the successful completion of the associated research and development efforts. The value allocated to the indefinite lived intangible asset was $423 million. In December 2018, the Company received FDA approval for Inbrija and accordingly reclassified the indefinite lived intangible asset to a definite lived intangible asset with amortization commencing upon launch in February 2019. Ampyra In January 2010, the Company received marketing approval from the FDA for Ampyra triggering two milestone payments of $2.5 million to Alkermes and $0.8 million to Rush-Presbyterian St. Luke’s Medical Center (Rush) and an additional $2.5 million payable to Alkermes two years from date of approval. The Company made the milestone payments totaling $5.75 million, which were recorded as intangible assets in the consolidated financial statements. The Company had a License Agreement with the Canadian Spinal Research Organization (CSRO) that granted the Company an exclusive and worldwide license under certain patent assets and know-how of CSRO. The agreement required the Company to pay royalties to CSRO based on a percentage of net sales of any product incorporating the licensed rights, including royalties on the sale of Ampyra and on the sale of dalfampridine for any other indication. During 2010, the Company purchased CSRO’s rights to all royalty payments under the agreement for $3.0 million. This payment was recorded as an intangible asset in the consolidated financial statements. On March 31, 2017, the United States District Court for the District of Delaware (the “District Court”) upheld U.S. Patent No. 5,540,938 (the ‘938 patent), which was set to expire in July 2018. The claims of the ‘938 patent relate to methods for treating a neurological disease, such as MS, and cover the use of a sustained release dalfampridine formulation, such as AMPYRA (dalfampridine) Extended Release Tablets, 10 mg for improving walking in people with MS. The District Court invalidated U.S. Patent Nos. 8,663,685, 8,007,826, 8,440,703, and 8,354,437, which pertain to Ampyra. In May 2017, the Company appealed the ruling on these patents. As a result of the District Court’s ruling, the Company performed an interim impairment test for the intangible assets related to Ampyra in connection with the preparation of the unaudited interim condensed consolidated financial statements for the first quarter of 2017. Based on the impairment test performed, the Company determined that these intangible assets were not impaired. As a result of the invalidation of the patents, the estimated remaining useful lives of the Ampyra intangible assets were reviewed in 2017 to determine if there was a change in the estimated useful lives of these assets. Based on the review, the Company determined that there was a change in the estimated useful lives of these assets that would require an acceleration of the amortization expense. The Company determined that the estimated useful lives of these intangible assets will coincide with the expiration of the ‘938 patent, unless the appeal is resolved favorably. The Company accounted for this change prospectively as a change in an accounting estimate beginning in the three-month period ended June 30, 2017. The acceleration of the amortization associated with the change in the estimated remaining useful lives of these intangible assets, did not have a material impact on the Company’s statement of operations for the year ended December 31, 2020 or December 31, 2019. BTT1023 IPR&D In connection with the acquisition of Biotie, the Company acquired global rights to BTT1023 (timolumab). BTT1023 is a product candidate for the orphan disease Primary Sclerosing Cholangitis, or PSC, a chronic and progressive liver disease. In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the transaction to the underlying assets acquired and liabilities assumed, based upon the estimated fair values of those assets and liabilities at the date of acquisition. The Company classified the fair value of the acquired IPR&D as indefinite lived intangible assets until the successful completion or abandonment of the associated research and development efforts. In the three-month period ended March 31, 2020, the Company determined that there were relevant changes to the key assumptions that would negatively affect the value of the IPR&D asset for BTT-1023. The Company noted that it received a final read-out of the results of the BUTEO study on March 31, 2020 and noted that the study did not meet its primary or secondary endpoints. Based on conclusions drawn from these results, management determined that the Company would not continue further development of the asset on March 31, 2020. Management also conferred with its independent consultant in March 2020 to review and opine on the results of the BUTEO study to assess whether the asset was a candidate for potential out-licensing since the Company would no longer continue to develop the asset. Based on the assessment and review of the BUTEO study results with the consultant, management determined that the results of the clinical trial did not meet the primary or secondary end-points, and the clinical trial was not large enough or expansive enough to be persuasive to generate interest by third-parties for a possible licensing arrangement. Management determined that this assessment was the triggering event that indicated that the asset was fully impaired as there was no potential value with an out-licensing arrangement. Based on the qualitative assessment, management determined that the fair value of the IPR&D asset was $0 and the carrying value of the asset which was approximately $4.1 million at March 31, 2020 exceeded the fair value of the asset. As a result, the Company fully impaired the asset and recorded an impairment charge of $4.1 million for the year ended December 31, 2020. Management determined that additional quantitative procedures were not relevant in this circumstance given the overwhelming qualitative evidence that indicated the asset was fully impaired. Websites Intangible assets also include certain website development costs which have been capitalized. The Company has developed several websites, each with its own purpose, including the general corporate website, product information websites and various other websites. The Company continually evaluates whether events or circumstances have occurred that indicate that the carrying value of the intangible assets may be impaired or that the estimated remaining useful lives of these assets may warrant revision. As of December 31, 2020, the Company determined that the intangible assets were not impaired and that there are no facts or circumstances that would indicate a need for changing the estimated remaining useful lives of these assets. Intangible assets consisted of the following: December 31, 2020 December 31, 2019 (Dollars In thousands) Estimated Remaining Useful Lives (Years) Cost Impairment Accumulated Amortization Foreign Currency Translation Net Carrying Amount Cost Accumulated Amortization Foreign Currency Translation Net Carrying Amount In-process research & development (1) Indefinite-lived $ 4,212 $ (4,131 ) $ — $ (81 ) $ — $ 4,300 $ — $ (88 ) $ 4,212 Inbrija (2) 12 423,000 — (56,400 ) — 366,600 423,000 (25,636 ) — 397,364 Website development costs 1 14,559 — (14,178 ) — 381 14,559 (13,806 ) — 753 $ 441,771 $ (4,131 ) $ (70,578 ) $ (81 ) $ 366,981 $ 441,859 $ (39,442 ) $ (88 ) $ 402,329 (1) Includes the fair value of BTT1023. (2) In December 2018, the Company received FDA approval for Inbrija and accordingly reclassified the indefinite lived intangible assets to definite lived intangible assets and began amortizating the assets upon launch in February 2019 The Company recorded amortization expense of $31.1 million of which $30.7 million pertained to the intangible asset related to Inbrija and $0.4 million related to the amortization of website development costs, and $26.2 million of which $25.6 million pertained to the intangible asset related to Inbrija and $0.6 million related to the amortization of website development costs related to these intangible assets for the years ended December 31, 2020 and 2019, respectively. Estimated future amortization expense for intangible assets subsequent to December 31, 2020 is as follows: (In thousands) 2021 $ 31,023 2022 30,884 2023 30,764 2024 30,764 2025 30,764 Thereafter 212,782 $ 366,981 The weighted-average remaining useful lives of all amortizable assets is approximately 12.0 years. Goodwill During the third quarter of 2019, we experienced a significant decline in our stock price that reduced the market capitalization below the carrying value of the Company. The Company performed a quantitative assessment of the goodwill and concluded that there was an impairment to the goodwill. The Company utilized the income approach in the goodwill assessment process. The determination of the fair value of the reporting unit requires us to make significant estimates and assumptions. This valuation approach considers a number of factors that include, but are not limited to, prospective financial information, growth rates, terminal value, and discount rates and require us to make certain assumptions and estimates. When performing our income approach, we incorporate the use of projected financial information and a discount rate that are developed based on certain assumptions. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. The Company then corroborates the reasonableness of the total fair value of the reporting unit by reconciling the aggregate fair value of the reporting unit to the Company’s total market capitalization adjusted to include an estimated control premium. The estimated control premium is derived from reviewing observable transactions involving the purchase of controlling interests in comparable companies. The market capitalization is calculated using the relevant shares outstanding and the closing stock price at the test date. After completing our impairment assessment during the third quarter of 2019, we concluded that the carrying value of the Company exceeded its estimated fair value and therefore, the goodwill was fully impaired. The Company recorded an impairment charge of $277.6 million for the year ended December 31, 2019 in the statement of operations. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | (5) Investments The Company has determined that all of its investments are classified as available-for-sale. Available-for-sale debt securities are carried at fair value with interest on these investments included in interest income and are recorded based on quoted market prices. Available-for-sale investments consisted of the following at December 31, 2019: (In thousands) Amortized Cost Gross unrealized gains Gross unrealized losses Estimated fair value December 31, 2019 Commercial Paper $ 26,550 $ 19 $ — $ 26,569 Corporate Bonds 37,177 20 (12 ) 37,185 Total Short-term investments $ 63,727 $ 39 $ (12 ) $ 63,754 Short-term investments with maturities of three months or less from date of purchase have been classified as cash equivalents, and amounted to approximately $36.7 million and $2.2 million as of December 31, 2020 and December 31, 2019, respectively. Short-term investments have original maturities of greater than 3 months but less than 1 year and amounted to approximately $0 million and $63.8 million as of December 31, 2020 and December 31, 2019, respectively. The aggregate fair value of short-term investments in an unrealized loss position amounted to approximately $0 million and $25.5 million as of December 31, 2020 and December 31, 2019, respectively. Short-term investments at December 31, 2019 primarily consisted of high-grade commercial paper and corporate bonds. There were no investments classified as short-term at December 31, 2020. Long-term investments have original maturities of greater than 1 year. There were no investments classified as long-term at December 31, 2020 or December 31, 2019. The Company has determined that there were no other-than-temporary declines in the fair values of its investments as of December 31, 2020 as the Company does not have any short or long-term investments as of December 31, 2020. Unrealized holding gains and losses, which relate to debt instruments, are reported within accumulated other comprehensive income (AOCI) in the statements of comprehensive income. The changes in AOCI associated with the unrealized holding gains on available-for-sale investments during the year ended December 31, 2020, were as follows (in thousands): (In thousands) Net Unrealized Gains (Losses) on Short-term Investments Balance at December 31, 2019 $ 27 Other comprehensive loss before reclassifications: Amounts reclassified from accumulated other comprehensive loss — Net current period other comprehensive losses (27 ) Balance at December 31, 2020 $ — |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | (6) Property and Equipment In January 2021, we entered into an asset purchase agreement with Catalent Pharma Solutions to sell our Chelsea, Massachusetts manufacturing operations. The Company closed the transaction on February 10, 2021. The Company determined that the criterion to classify the property and equipment being transferred as part of the agreement as held for sale within the Company’s consolidated balance sheet as of December 31, 2020. Accordingly, the property and equipment being transferred as part of the agreement were classified as current assets and current liabilities held for sale at December 31, 2020. See Note 7 for discussion on the Assets Held for Sale. Property and equipment consisted of the following: (In thousands) December 31, 2020 December 31, 2019 Estimated useful lives used Machinery and equipment $ 2,569 $ 27,106 2-7 years Leasehold improvements 15,317 25,305 Lesser of useful life or remaining lease term Computer equipment 17,758 22,604 1-3 years Laboratory equipment 5,343 9,415 2-5 years Furniture and fixtures 2,129 2,260 4-7 years Construction in progress 171 120,313 43,287 207,003 Less accumulated depreciation (36,024 ) (64,476 ) $ 7,263 $ 142,527 Depreciation and amortization expense on property and equipment was $10.2 million and $8.4 million for the years ended December 31, 2020 and 2019, respectively. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Assets Held for Sale | (7) Assets Held for Sale On January 12, 2021, the Company and Catalent entered into an asset purchase agreement, pursuant to which the Company agreed to sell to Catalent certain assets related to the Company’s manufacturing activities located at the facilities situated in Chelsea, Massachusetts (the “Chelsea Facility”) and Waltham, Massachusetts (the “Waltham Facility”), for a purchase price of $80 million, plus an additional $2.3 million for raw materials transferred, and the assumption by Catalent of certain liabilities relating to such manufacturing activities. The Company closed the transaction on February 10, 2021. The Company determined that the criterion to classify the Chelsea manufacturing operations as assets held for sale within the Company’s consolidated balance sheet effective December 31, 2020 were met. Accordingly, the assets were classified as current assets held for sale at December 31, 2020 as the Company, at that time, expected to divest the Chelsea manufacturing operations within the next twelve months. The classification to assets held for sale impacted the net book value of the assets expected to be transferred upon sale. The estimated fair value of the Chelsea manufacturing operations was determined using the purchase price in the purchase agreement along with estimated broker, accounting, legal, and other selling expenses, which resulted in a fair value less costs to sell of approximately $71.8 million. The carrying value of the assets being classified as held for sale was approximately $129.7 million, which includes property and equipment of $129.6 million and prepaid expenses of $0.1 million. As a result, the Company recorded a loss on assets held for sale of $57.9 million against the Chelsea manufacturing operations. Upon completion of the divestiture, the Company could record an additional gain or loss on disposal at the time final net proceeds are determined. Additionally, the expected divestiture of the Chelsea Facility group was not deemed to represent a fundamental strategic shift that would have a major effect on the Company’s operations, and accordingly, the operating results of the Chelsea manufacturing operations were not reported as discontinued operations in the Company’s consolidated statement of income as of December 31, 2020. |
Common Stock Options and Restri
Common Stock Options and Restricted Stock | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Common Stock Options and Restricted Stock | (8) Common Stock Options and Restricted Stock On December 31, 2020, the Company filed an amendment to its Certificate of Incorporation which effected, as of 4:01 p.m. Eastern Time on December 31, 2020, a 1-for-6 On January 12, 2006, the Company’s board of directors approved the adoption of the Acorda Therapeutics, Inc. 2006 Employee Incentive Plan (the 2006 Plan). The 2006 Plan served as the successor to the Company’s 1999 Plan, as amended, and no further option grants or stock issuances were to be made under the 1999 Plan after the effective date, as determined under Section 14 of the 2006 Plan. All employees of the Company were eligible to participate in the 2006 Plan, including executive officers, as well as directors, independent contractors, and agents of the Company. The 2006 Plan also covered the issuance of restricted stock. The 2006 Plan was administered by the Compensation Committee of the Board of Directors, which selected the individuals to be granted options and restricted stock, determined the time or times at which options and restricted stock were to be granted, determined the number of shares to be granted subject to any option or restricted stock and the duration of each option and restricted stock, and made any other determinations necessary, advisable, and/or appropriate to administer the 2006 Plan. Under the 2006 Plan, each option granted expires no later than the tenth anniversary of the date of its grant. The number of shares of common stock authorized for issuance under the 2006 Plan as of December 31, 2020 was 2,485,342 shares. The total number of shares of common stock available for issuance under the 2006 Plan, including shares of common stock subject to the then outstanding awards, automatically increased on January 1 of each year during the term of the 2006 Plan, beginning 2007, by a number of shares of common stock equal to 4% of the outstanding shares of common stock on that date, unless otherwise determined by the Board of Directors. As of December 31, 2020, the Company had granted an aggregate of 1,955,881 shares as restricted stock or subject to issuance upon exercise of stock options under the 2006 Plan, of which 532,313 shares remained subject to outstanding options. On June 9, 2015, the Company’s stockholders approved the adoption of the Acorda Therapeutics, Inc. 2015 Omnibus Incentive Compensation Plan (the 2015 Plan). The 2015 Plan serves as the successor to the Company’s 2006 Plan, as amended, and no further option or stock grants will be made under the 2006 Plan after the effective date, as determined under Section 1 of the 2015 Plan. All employees of the Company are eligible to participate in the 2015 Plan, including executive officers, as well as directors, consultants, advisors and other service providers of the Company or any of its subsidiaries. The 2015 Plan also covers the issuance of restricted stock. The 2015 Plan is administered by the Compensation Committee of the Board of Directors, which selects the individuals to be granted options, restricted stock, and restricted stock units, determines the time or times at which options, restricted stock, and restricted stock units are to be granted, determines the number of shares to be granted subject to any option, restricted stock or restricted stock unit and the duration of each option, restricted stock, and restricted stock unit, and makes any other determinations necessary, advisable, and/or appropriate to administer the 2015 Plan. Under the 2015 Plan, each option granted expires no later than the tenth anniversary of the date of its grant. Since inception, the number of shares of common stock authorized for issuance under the 2015 Plan as of December 31, 2020 is 1,350,000 shares. As of December 31, 2020, the Company had granted an aggregate of 1,167,164 shares either as restricted stock or shares subject to issuance upon the exercise of stock options under the 2015 Plan, of which 789,918 shares remained subject to outstanding options. On April 14, 2016 the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved the Acorda Therapeutics, Inc. 2016 Inducement Plan (the “2016 Plan”) to provide equity compensation to certain individuals of the Company (or its subsidiaries) in order to induce such individuals to enter into employment with the Company or its subsidiaries. The only equity awards issued under this plan were issued to individuals employed by Biotie Therapies Ltd., formerly Biotie Therapies Corp., and its subsidiary Biotie Therapies, Inc. (collectively, “Biotie”) in connection with our acquisition of Biotie. The number of shares of common stock authorized for issuance under the 2016 Plan for these awards is 61,170 shares. As of December 31, 2020, the Company had granted an aggregate of 17,979 shares either as restricted stock or shares subject to issuance upon the exercise of stock options under the 2016 Plan, of which no shares remained subject to outstanding options. On June 19, 2019, the Company’s stockholders approved the Company’s 2019 Employee Stock Purchase Plan (the “2019 ESPP Plan”) at the annual meeting of stockholders pursuant to which up to 250,000 shares of the Company’s common stock, par value $0.001 per share may be issued thereunder (the “Plan Shares). As of December 31, 2020, there were 250,000 shares of common stock remaining authorized for issuance under the 2019 ESPP Plan. The fair value of each option granted is estimated on the date of grant using the Black‑Scholes option‑pricing model with the following weighted average assumptions: Year ended December 31, 2020 2019 Employees and directors: Estimated volatility% 80.28 % 67.52 % Expected life in years 6.31 6.25 Risk free interest rate% 0.69 % 1.85 % Dividend yield — — The Company estimated volatility for purposes of computing compensation expense on its employee and director options using the historic volatility of the Company’s stock price. The expected life used to estimate the fair value of employee and director options is based on the historical life of the Company’s options based on exercise data. The weighted average fair value per share of options granted to employees and directors for the years ended December 31, 2020 and 2019 amounted to approximately $3.95 and $15.34, During the year ended December 31, 2020, the Company granted 39,940 stock options to employees and directors under all plans. The stock options were issued with a weighted average exercise price of $5.98 per share. As a result of these grants, the total compensation charge to be recognized over the service period is $0.1 million, of which $0.04 million was recognized during the year ended December 31, 2020. Compensation costs for options and restricted stock granted to employees and directors amounted to $8.1 million and $14.3 million, for the years ended December 31, 2020 and 2019, respectively. Of the total compensation cost, there was $0.3 million compensation cost capitalized in inventory balances for the year ended December 31, 2020. Compensation expense for options and restricted stock granted to employees and directors are classified in inventory, research and development, selling, general and administrative, and cost of sales expense based on employee job function. The following table summarizes share-based compensation expense included within the Company’s consolidated statements of operations: Year ended December 31, (In thousands) 2020 2019 Research and development $ 1,745 $ 2,812 Selling, general and administrative 6,020 10,814 Cost of sales 335 624 Total $ 8,100 $ 14,250 A summary of share‑based compensation activity for the year ended December 31, 2020 is presented below: Stock Option Activity Number of Shares (In Weighted Average Exercise Price Weighted Average Remaining Contractual Term Intrinsic Value (In thousands) Balance at December 31, 2019 1,746 $ 137.75 Granted 40 5.98 Forfeited and expired (454 ) 157.28 Exercised - - Balance at December 31, 2020 1,331 $ 127.13 5.0 $ 3 Vested and expected to vest at December 31, 2020 1,329 $ 127.29 5.0 $ 3 Vested and exercisable at December 31, 2020 1,100 $ 147.56 4.3 — Options Outstanding Options Exercisable Range of exercise price Outstanding as of December 31, 2020 (In thousands) Weighted- average remaining contractual life Weighted- average exercise price Exercisable as of December 31, 2020 (In thousands) Weighted- average exercise price $3.12 - $5.11 24 9.3 $ 4.73 9 $ 5.04 $5.25 - $14.46 340 8.3 14.27 170 $ 14.41 $15.30 - $146.10 280 4.9 108.32 239 $ 111.85 $146.70 - $182.76 306 3.2 167.72 300 $ 167.85 $182.94 - $263.46 382 3.4 216.51 382 $ 216.54 1,332 5.0 $ 127.13 1,100 $ 147.56 Restricted Stock Activity Restricted Stock Number of Shares (In thousands) Nonvested at December 31, 2019 71 Granted — Vested (27 ) Forfeited (13 ) Nonvested at December 31, 2020 31 Unrecognized compensation cost for unvested stock options and restricted stock awards as of December 31, 2020 totaled $4.8 million and is expected to be recognized over a weighted average period of approximately 1.2 years. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | (9) Debt Convertible Senior Secured Notes Due 2024 On December 24, 2019, the Company completed the private exchange of $276.0 million aggregate principal amount of its outstanding 1.75% Convertible Senior Notes due 2021 (the “2021 Notes”) for a combination of newly-issued 6.00% Convertible Senior Secured Notes due 2024 (the “2024 Notes”) and cash. For each $1,000 principal amount of exchanged 2021 Notes, the Company issued $750 principal amount of the 2024 Notes and made a cash payment of $200 (the “Exchange”). In the aggregate, the Company issued approximately $207.0 million aggregate principal amount of the 2024 Notes and paid approximate $55.2 million in cash to participating holders. The Exchange was conducted with a limited number of institutional holders of the 2021 Notes pursuant to Exchange Agreements dated as of December 20, 2019 (each, an “Exchange Agreement”).The 2024 Notes were issued pursuant to an Indenture, dated as of December 23, 2019, among the Company, its wholly owned subsidiary, Civitas Therapeutics, Inc. (along with any domestic subsidiaries acquired or formed after the date of issuance, the “Guarantors”), and Wilmington Trust, National Association, as trustee and collateral agent (the “2024 Indenture”). The 2024 Notes are senior obligations of the Company and the Guarantors, secured by a first priority security interest in substantially all of the assets of the Company and the Guarantors, subject to certain exceptions described in the Security Agreement, dated as of December 23, 2019, between the grantors party thereto and Wilmington Trust, National Association, as collateral agent (the “Security Agreement”). The 2024 Notes will mature on December 1, 2024 unless earlier converted in accordance with their terms prior to such date. Interest on the 2024 Notes is payable semi-annually in arrears at a rate of 6.00% per annum on each June 1 and December 1, beginning on June 1, 2020. The Company may elect to pay interest in cash or shares of the Company’s common stock, subject to the satisfaction of certain conditions. If the Company elects to pay interest in shares of common stock, such common stock will have a per share value equal to 95% of the daily volume-weighted average price for the 10 trading days ending on and including the trading day immediately preceding the relevant interest payment date. In December 2020, the Company issued 1,484,871 shares of common stock in satisfaction of the interest payable to holders of the 2024 Notes on December 1, 2020. In connection with this stock-based interest payment approximately $6.2 million of accrued interest was released from restricted case and became available to the Company for other purposes. The 2024 Notes are convertible at the option of the holder into shares of common stock of the Company at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The adjusted conversion rate for the 2024 Notes is 47.6190 shares of the Company’s common stock per $1,000 principal amount of 2024 Notes, representing an adjusted conversion price of approximately $21.00 per share of common stock. The conversion rate was adjusted to reflect the 1-for-6 The Company may elect to settle conversions of the 2024 Notes in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. Holders who convert their 2024 Notes prior to June 1, 2023 (other than in connection with a make-whole fundamental change) will also be entitled to an interest make-whole payment equal to the sum of all regularly scheduled stated interest payments, if any, due on such 2024 Notes on each interest payment date occurring after the conversion date for such conversion and on or before June 1, 2023. In addition, the Company will have the right to cause all 2024 Notes then outstanding to be converted automatically if the volume-weighted average price per share of the Company’s common stock equals or exceeds 130% of the adjusted conversion price for a specified period of time and certain other conditions are satisfied. Holders of the 2024 Notes will have the right, at their option, to require the Company to purchase their 2024 Notes if a fundamental change (as defined in the 2024 Indenture) occurs, in each case, at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. If a make-whole fundamental change occurs, as described in the 2024 Indenture, and a holder elects to convert its 2024 Notes in connection with such make-whole fundamental change, such holder may be entitled to an increase in the adjusted conversion rate as described in the 2024 Indenture. Subject to a number of exceptions and qualifications, the 2024 Indenture restricts the ability of the Company and certain of its subsidiaries to, among other things, (i) pay dividends or make other payments or distributions on their capital stock, or purchase, redeem, defease or otherwise acquire or retire for value any capital stock, (ii) make certain investments, (iii) incur indebtedness or issue preferred stock, other than certain forms of permitted debt, which includes, among other items, indebtedness incurred to refinance the 2021 Notes, (iv) create liens on their assets, (v) sell their assets, (vi) enter into certain transactions with affiliates or (vii) merge, consolidate or sell of all or substantially all of their assets. The 2024 Indenture also requires the Company to make an offer to repurchase the 2024 Notes upon the occurrence of certain asset sales. The 2024 Indenture provides that a number of events will constitute an event of default, including, among other things, (i) a failure to pay interest for 30 days, (ii) failure to pay the 2024 Notes when due at maturity, upon any required repurchase, upon declaration of acceleration or otherwise, (iii) failure to convert the 2024 Notes in accordance with the 2024 Indenture and the failure continues for five business days, (iv) not issuing certain notices required by the 2024 Indenture within a timely manner, (v) failure to comply with the other covenants or agreements in the 2024 Indenture for 60 days following the receipt of a notice of non-compliance, (vi) a default or other failure by the Company to make required payments under other indebtedness of the Company or certain subsidiaries having an outstanding principal amount of $30.0 million or more, (vii) failure by the Company or certain subsidiaries to pay final judgments aggregating in excess of $30.0 million, (viii) certain events of bankruptcy or insolvency and (ix) the commercial launch in the United States of a product determined by the U.S. FDA to be bioequivalent to Inbrija. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding 2024 Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2024 Notes may declare all the notes to be due and payable immediately. The 2021 Notes received by the Company in the Exchange were cancelled in accordance with their terms. Accordingly, upon completion of the Exchange, $69.0 million of the 2021 Notes remained outstanding. The Company determined that the exchange of the 2021 Notes for 2024 Notes qualified for a debt extinguishment and recognized a gain on extinguishment of $55.1 million for the year ended December 31, 2019, representing the difference between the fair value of the liability component immediately before the exchange and the carrying value of the debt. The Company assessed all terms and features of the 2024 2024 determined that the fair value of the derivative upon issuance of the 2024 Notes was $59.4 There are several embedded features within the 2024 Notes which, upon issuance, did not meet the conditions for equity classification. As a result, these features were aggregated together and recorded as the derivative liability conversion option. The Company received stockholder approval on August 28, 2020 to increase the number of authorized shares of the Company’s common stock from 13,333,333 shares to 61,666,666 shares. As a result of the share approval, the Company determined that multiple embedded conversion options met the conditions for equity classification. performed a valuation of these conversion options as of September 17, 2020, which was the date the Company completed certain securities registration obligations. The resulting fair value of these conversion options was $18.3 million, which was reclassified to equity and presented in the statement of stockholder’s equity as of September 30, 2020, net of the $4.4 million tax impact. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The Company performed a valuation of the derivative liability related to certain embedded conversion features that are precluded from equity classification. $1.2 million as of December 31, 2020. The outstanding 2024 Note balance as of December 31, 2020 consisted of the following: (In thousands) December 31, 2020 December 31, 2019 Liability component: Principal $ 207,000 $ 207,000 Less: debt discount and debt issuance costs, net (69,381 ) (80,028 ) Net carrying amount 137,619 126,972 Equity component $ 18,257 $ — Derivative liability-conversion Option $ 1,193 $ 59,409 The Company determined that the expected life of the 2024 Notes was equal to the period through December 1, 2024 as this represents the point at which the 2024 Notes will mature unless earlier converted in accordance with their terms prior to such date. In connection with the issuance of the 2024 Notes, the Company incurred approximately $5.2 million of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees, and allocated these costs to the liability component and recorded as a reduction in the carrying amount of the debt liability on the balance sheet. The portion allocated to the 2024 Notes is amortized to interest expense over the expected life of the 2024 Notes using the effective interest method. The following table sets forth total interest expense recognized related to the 2024 Notes for the years ended December 31, 2020 and 2019: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Contractual interest expense $ 12,420 $ 276 Amortization of debt issuance costs 798 15 Amortization of debt discount 10,430 216 Total interest expense $ 23,648 $ 507 Convertible Senior Notes Due 2021 On June 17, 2014, the Company issued $345 million aggregate principal amount of 1.75% Convertible Senior Notes due 2021 (the “2021 Notes”) in an underwritten public offering. The net proceeds from the offering were $337.5 million after deducting the Underwriter’s discount and offering expenses paid by the Company. On December 24, 2019, the Company completed the private exchange of $276.0 million aggregate principal amount of its outstanding 2021 Notes for a combination of newly-issued 6.00% Convertible Senior Secured Notes due 2024 (the “2024 Notes”) and cash. The 2021 Notes received by the Company in the exchange were cancelled in accordance with their terms. Accordingly, upon completion of the exchange, $69.0 million of the 2021 Notes remained outstanding. The 2021 Notes are governed by the terms of an indenture, dated as of June 23, 2014 (the “Base Indenture”) and the first supplemental indenture, dated as of June 23, 2014 (the “Supplemental Indenture”, and together with the Base Indenture, the “2021 Indenture”), each between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The 2021 Notes are convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, under certain circumstances as outlined in the 2021 Indenture, based on an adjusted conversion rate of 3.9161 shares per $1,000 principal amount of the 2021 Notes (representing an adjusted conversion price of approximately $255.35 per share). The conversion rate was adjusted to reflect the 1-for-6 reverse stock split effected on December 31, 2020 and is subject to additional adjustments in certain circumstances as described in the 2021 Indenture. The Company may redeem for cash all or part of the 2021 Notes, at the Company’s option, after June 20, 2017, under certain circumstances as outlined in the 2021 Indenture. The Company pays 1.75% interest per annum on the principal amount of the 2021 Notes, payable semiannually in arrears in cash on June 15 and December 15 of each year. The 2021 Notes will mature on June 15, 2021. If the Company undergoes a “fundamental change” (as defined in the 2021 Indenture), subject to certain conditions, holders may require the Company to repurchase for cash all or part of their 2021 Notes in principal amounts of $1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the 2021 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. If a make-whole fundamental change occurs, as described in the 2021 Indenture, and a holder elects to convert its 2021 Notes in connection with such make-whole fundamental change, such holder may be entitled to an increase in the adjusted conversion rate as described in the 2021 Indenture. The 2021 Indenture contains customary terms and covenants and events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding 2021 Notes by notice to the Company and the Trustee, may declare 100% of the principal of and accrued and unpaid interest, if any, on all the 2021 Notes to be due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal and accrued and unpaid interest, if any, on all of the 2021 Notes will become due and payable automatically. Notwithstanding the foregoing, the 2021 Indenture provides that, to the extent the Company elects and for up to 270 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the 2021 Indenture consists exclusively of the right to receive additional interest on the 2021 Notes. The 2021 Notes are senior unsecured obligations and rank equally with all of the Company’s existing and future senior debt and senior to any of the Company’s subordinated debt. The 2021 Notes are structurally subordinated to all existing or future indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries and are effectively subordinated to the Company’s existing or future secured indebtedness to the extent of the value of the collateral. The 2021 Indenture does not limit the amount of debt that the Company or its subsidiaries may incur. In accounting for the issuance of the 2021 Notes, the Company separated the 2021 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2021 Notes as a whole. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The outstanding 2021 Note balances as of December 31, 2020 and 2019 consisted of the following: (In thousands) December 31, 2020 December 31, 2019 Liability component: Principal $ 69,000 $ 69,000 Less: debt discount and debt issuance costs , net (1,029 ) (3,198 ) Net carrying amount 67,971 $ 65,802 Equity component $ 22,791 $ 22,791 In connection with the issuance of the 2021 Notes, the Company incurred approximately $7.5 million of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees, and allocated these costs to the liability and equity components based on the allocation of the proceeds. Of the total $7.5 million of debt issuance costs, $1.3 million were allocated to the equity component and recorded as a reduction to additional paid-in capital and $6.2 million were allocated to the liability component and recorded as a reduction in the carrying amount of the debt liability on the balance sheet. The portion allocated to the liability component is amortized to interest expense over the expected life of the 2021 Notes using the effective interest method. The Company wrote off $1.2 million of issuance cost associated with the exchange of the 2021 Notes. The Company determined the expected life of the debt was equal to the seven year term on the 2021 Notes. The fair value of the Company’s convertible senior notes was approximately $38.0 million as of December 31, 2020. As of December 31, 2020, the remaining contractual life of the 2021 Notes is approximately 0.5 years. The effective interest rate on the liability component was approximately 4.8% for the period from the date of issuance through December 31, 2020. The following table sets forth total interest expense recognized related to the 2021 Notes for the years ended December 31, 2020 and 2019: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Contractual interest expense $ 1,208 $ 5,957 Amortization of debt issuance costs 201 944 Amortization of debt discount 1,968 9,258 Total interest expense $ 3,377 $ 16,159 Non-Convertible Capital Loan Prior to and subsequent to the acquisition of Biotie on April 18, 2016, Biotie held non-convertible capital loans granted by Business Finland (formerly Tekes) Research and Development Loans Research and Development Loans (“R&D Loans”) were granted by Business Finland with an acquisition-date fair value of $2.9 million (€2.6 million) and a carrying value of $0.7 million as of December 31, 2020. The R&D Loans bear interest based on the greater of 1% or the base rate set by Finland’s Ministry of Finance minus three (3) percentage points. The repayment of these loans began in January 2017. The loan principal will be paid in equal annual installments over a 5 year period, ending January 2021. Letters of Credit As of December 31, 2020, the Company has $0.3 million of cash collateralized standby letters of credit outstanding (see Note 2). |
Liability Related to Sale of Fu
Liability Related to Sale of Future Royalties | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Revenue Disclosure [Abstract] | |
Liability Related to Sale of Future Royalties | (10) Liability Related to Sale of Future Royalties As of October 1, 2017, the Company completed a royalty purchase agreement with HealthCare Royalty Partners The Company maintained the rights under the license and collaboration agreement with Biogen, therefore, the Royalty Agreement has been accounted for as a liability that will be amortized using the effective interest method over the life of the arrangement, in accordance with the relevant accounting guidance. The Company recorded the receipt of the $40 million payment from HCRP and established a corresponding liability in the amount of $40 million, net of transaction costs of approximately $2.2 million. The net liability is classified between the current and non-current portion of liability related to sale of future royalties in the consolidated balance sheets based on the recognition of the interest and principal payments to be received by HCRP in the next 12 months from the financial statement reporting date. The total net royalties to be paid, less the net proceeds received will be recorded to interest expense using the effective interest method over the life of the royalty agreement. The Company will estimate the payments to be made to HCRP over the term of the Agreement based on forecasted royalties and will calculate the interest rate required to discount such payments back to the liability balance. Over the course of the Royalty Agreement, the actual interest rate will be affected by the amount and timing of net royalty revenue recognized and changes in forecasted revenue. On a quarterly basis, the Company will reassess the effective interest rate and adjust the rate prospectively as necessary. The following table shows the activity within the liability account for the years ended December 31, 2020 and December 2019. (In thousands) December 31, 2020 December 31, 2019 Liability related to sale of future royalties - beginning balance $ 24,401 $ 30,716 Deferred transaction costs amortized 401 639 Non-cash royalty revenue payable to HCRP (11,486 ) (10,271 ) Non-cash interest expense recognized 1,941 3,317 Liability related to sale of future royalties - ending balance $ 15,257 $ 24,401 The interest and debt discount amortization expense is reflected as interest and amortization of debt discount expense in the Statement of Operations. |
Corporate Restructuring
Corporate Restructuring | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Corporate Restructuring | (11 ) Corporate Restructuring On October 23, 2019, the Company announced a corporate restructuring to reduce costs and focus our resources on the commercial launch of Inbrija. As part of the restructuring, the Company reduced headcount by approximately 25% through a reduction in force. The majority of the reduction took place in the fourth quarter of 2019 immediately after the announcement, and the remainder was be completed by the first quarter of 2020. For the years ended December 31, 2020 and 2019, the Company incurred pre-tax severance and employee separation related expenses of approximately $0.3 million and $4.4 million, respectively, associated with the restructuring. Of the pre-tax severance and employee separation related expenses incurred, $0.3 million and $1.4 million were recorded in research and development expenses and $0.0 million and $3.0 million were recorded in selling, general and administrative expenses for the years ended December 31, 2020 and 2019, respectively. A summary of the restructuring costs for the years ended December 31, 2020 and 2019 is as follows: (In thousands) Restructuring Costs Restructuring Liability as of December 31, 2018 $ — 2019 Restructuring costs 4,401 2019 Payments (3,137 ) Restructuring Liability as of December 31, 2019 $ 1,264 2020 Restructuring costs 343 2020 Payments (1,607 ) Restructuring Liability as of December 31, 2020 $ — |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | (12) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: (In thousands) December 31, 2020 December 31, 2019 Product allowances accruals $ 14,969 $ 17,855 Bonus payable 8,615 3,211 Accrued inventory 1,678 — Sales force commissions and incentive payments payable 1,109 1,123 Administrative expenses 1,028 1,582 Vacation accrual 1,969 2,146 Research and development expense accruals 926 1,364 Commercial and marketing expense accruals 1,005 3,202 Royalties payable 727 580 Other accrued expenses 6,141 8,014 Total $ 38,167 $ 39,077 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (13) Commitments and Contingencies The Company’s long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. Under certain supply agreements and other agreements with manufacturers and suppliers, the Company is required to make payments for the manufacture and supply of its clinical and approved products. The Company’s major outstanding contractual obligations are for payments related to its convertible notes, capital loans, operating leases and commitments to purchase inventory. The following table summarizes the contractual obligations at December 31, 2020 and the effect such obligations are expected to have on the Company’s liquidity and cash flow in future periods: Payments due by period (1) (3) (7) (In thousands) Total Less than 1 year 1-3 years 4-5 years Convertible Senior Notes (2) $ 325,108 $ 81,848 $ 24,840 $ 218,420 Research and development loans (4) 660 660 — — Operating leases (5) 27,516 7,944 13,122 6,450 Inventory purchase commitments (6) 2,756 2,756 — — Total $ 356,040 $ 93,208 $ 37,962 $ 224,870 (1) Excludes a liability for uncertain tax positions totaling $7.1 million. This liability has been excluded because the Company cannot currently make a reliable estimate of the period in which the liability will be payable, if ever. (2) Represents the future payments of principal and interest to be made on the convertible senior notes issued in June 2014 and convertible senior secured notes due 2024 issued in December 2019. The notes will mature and will be payable on June 15, 2021 and December 31, 2024, respectively. See Note 9. (3) Excludes a liability for the non-convertible capital loans totaling $26.6 million. The non-convertible capital loans have a stated maturity of less than one year. However, the repayment of the non-convertible capital loans and payment of accrued interest thereon are governed by a restrictive condition, according to which the loan principal may only be repaid if Biotie’s consolidated restricted equity is fully covered. Accrued interest may only be paid if Biotie, including its subsidiaries, has sufficient funds for profit distribution as of the most recently ended fiscal year. Interest accrues in the interim. This liability has been excluded because the Company cannot currently make a reliable estimate of the period in which the liability will be payable, if ever. (4) Represents the future principal payments on the R&D loans acquired with Biotie. The repayment is made in equal annual installment with last payment due in January 2021. See Note 9. (5) Represents payments for the operating leases of the Company’s Ardsley, NY headquarters, the Company’s lab and office space in Waltham, MA, and excludes field auto leases which are for a one year term. See Note 3. (6) Represents Ampyra and Inbrija inventory purchase commitments. The Ampyra inventory commitment is an estimate as the price paid for Ampyra inventory is based on a percentage of the net product sales during the quarter Alkermes ships inventory to us. Under our supply agreement with Alkermes, we provide Alkermes with monthly written 18-month forecasts, and with annual written five-year forecasts for our supply requirements of Ampyra. In each of the three months for Ampyra following the submission of our written 18-month forecast we are obligated to purchase the quantity specified in the forecast, even if our actual requirements are greater or less. We have agreed to purchase at least 75 % of our annual requirements of Ampyra from Alkermes, unless Alkermes is unable or unwilling to meet its requirements, for a percentage of net product sales and the quantity of product shipped by Alkermes to us. (7) Pursuant to the UCB Termination and Transition Agreement, Biotie is required to pay up to $4.1 million (€ 3.9 million) to UCB. The amount that will be paid will be determined based on a percentage of future consideration Biotie will receive from tozadenant. The liability is excluded as the Company cannot currently estimate the period in which the liability will be payable, if ever. License Agreements Under the Company’s various other research, license and collaboration agreements with other parties, it is obligated to make milestone payments of up to an aggregate of approximately $21.6 million over the life of the contracts. Under certain agreements, we are required to pay royalties for the use of technologies and products in our R&D activities and in the commercialization of products. The amount and timing of any of the foregoing payments are not known due to the uncertainty surrounding the successful research, development and commercialization of the products. See Note 15. Employment Agreements The Company has employment agreements with all of its executive officers which provide for, among other benefits, certain severance, bonus and other payments and COBRA premium coverage, as well as certain rights relating to their equity compensation awards, if their employment is terminated for reasons other than cause or if they terminate their employment for good reason (as those terms are defined in the agreements). The agreements also provide for certain increased rights if their employment terminates following a change in control (as defined in the agreements). Our contractual commitments table does not include these severance payment obligations. Other On November 9, 2020, Drug Royalty III, L.P., and LSRC III S.ar.l. (collectively, “DRI”) filed an arbitration claim against us with the American Arbitration Association under a September 26, 2003 License Agreement that we originally entered into with Rush-Presbyterian St. Luke’s Medical Center (“Rush”). DRI previously purchased license royalty rights under the license agreement from Rush. DRI alleges a dispute over the last-to-expire patent covering sales of the drug Ampyra under the license agreement, and is claiming damages based on unpaid license royalties of $6 million plus interest. We believe we have valid defenses against this claim and intend to defend ourselves vigorously. While the Company is unable to determine the ultimate outcome of the dispute, and believes it has valid defenses and intends to defend itself vigorously, the Company determined that it is probable that the Company may incur a liability related to the dispute which the Company estimated could be $2 million, inclusive of its legal costs. The Company recorded a liability of $2 million for the year ended December 31, 2020 related to the dispute, however, the Company notes that depending upon the ultimate outcome of the dispute, the potential liability could be more or less than the amount recorded In addition to the arbitration described above, from time to time the Company is involved in litigation or other legal proceedings relating to claims arising out operations in the normal course of business. The Company has assessed all litigation and legal proceedings and does not believe that it is probable that a liability has been incurred or that the amount of any potential liability or range of losses can be reasonably estimated. As a result, the Company did not record any loss contingencies for these other matters. Litigation expenses are expensed as incurred. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (14) Fair Value Measurements The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. The Company bases fair value on the assumptions market participants would use when pricing the asset or liability. The Company utilizes a fair value hierarchy which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company primarily applies the market approach for recurring fair value measurements. There were no changes in valuation techniques during the year ended December 31, 2020. • • • Recurring The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. (In thousands) Level 1 Level 2 Level 3 2020 Assets Carried at Fair Value: Money market funds $ 36,693 $ — $ — Commercial paper — — — Corporate bonds — — — Liabilities Carried at Fair Value: Acquired contingent consideration — — 48,200 Derivative liability - conversion option — — 1,193 2019 Assets Carried at Fair Value: Money market funds $ 2,219 $ — $ — Commercial paper $ — 26,569 $ — Corporate bonds — 37,185 — Liabilities Carried at Fair Value: Acquired contingent consideration — — 80,300 Derivative liability - conversion option — — 59,409 The following table presents additional information about assets and/or liabilities measured at fair value on a recurring basis and for which the Company utilizes Level 3 inputs to determine fair value. Acquired contingent consideration (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Acquired contingent consideration: Balance, beginning of period $ 80,300 $ 168,000 Fair value change to contingent consideration (unrealized) included in the statement of operations (30,889 ) (86,935 ) Royalty payments (1,211 ) (765 ) Balance, end of period $ 48,200 $ 80,300 The Company estimates the fair value of its acquired contingent consideration using a probability weighted discounted cash flow valuation approach based on estimated future sales expected from Inbrija (levodopa inhalation powder), an FDA approved drug for the treatment of OFF periods of Parkinson’s disease. Using this approach, expected future cash flows are calculated over the expected life of the agreement and discounted to estimate the current value of the liability at the period end date and are included in the statement of operations. The acquired contingent consideration has been classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently observable in the market. If different assumptions were used for the various inputs to the valuation approach including, but not limited to, assumptions involving sales estimates for Inbrija and estimated discount rates, the estimated fair value could be significantly higher or lower than the fair value determined. Derivative Liability The following table represents a reconciliation of the derivative liability recorded in connection with the issuance of the convertible senior secured notes due 2024: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Derivative Liability-Conversion Option Balance, beginning of period $ 59,409 $ — Fair value recognized upon issuance of Convertible Senior Notes — 59,409 Fair value adjustment (39,959 ) — Fair value reclassification to sharesholder's equity (18,257 ) — Balance, end of period $ 1,193 $ 59,409 During 2019, a derivative liability was initially recorded as a result of the issuance of the 6.00% Convertible Senior Secured Notes due 2024 (see Note 9). The fair value measurement of the derivative liability is classified as Level 3 under the fair value hierarchy as it has been valued using certain unobservable inputs. These inputs include: (1) share price as of the valuation date, (2) assumed timing of conversion of the Notes, (3) historical volatility of share price and (4) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases or decreases in any of those inputs in isolation could result in a significantly lower or higher fair value measurement. The fair value of the derivative liability was determined using a binomial model that calculates the fair value of the Notes with the conversion feature as compared to the fair value of the Notes without the conversion feature, with the difference representing the value of the conversion feature, or the derivative liability. There are several embedded features within the Notes which, upon issuance, did not meet the conditions for equity classification. As a result, these features were aggregated together and recorded as a derivative liability conversion option. The derivative liability conversion feature is measured at fair value on a quarterly basis and changes in the fair value will be recorded in the consolidated statement of operations. The Company received stockholder approval on August 28, 2020 to increase the number of authorized shares of the Company’s common stock from 13,333,333 shares to 61,666,666 shares. As a result of the share approval, the Company determined that multiple embedded conversion options met the conditions for equity classification. The Company performed a valuation of these conversion options as of September 17, 2020, which was the date the Company completed certain securities registration obligations. The resulting fair value of these conversion options was $18.3 million, which was reclassified to equity and presented in the statement of stockholder’s equity as of September 30, 2020, net of the $4.4 million tax impact. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The Company performed a valuation of the derivative liability related to certain embedded conversion features that are precluded from equity classification. The fair value of these conversion features was calculated to be $1.2 million as of December 31, 2020. |
License, Research and Collabora
License, Research and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Collaborative Arrangement Disclosure [Abstract] | |
License, Research and Collaboration Agreements | (15) License, Research and Collaboration Agreements Alkermes plc The Company is a party to a 2003 amended and restated license agreement and a 2003 supply agreement with Alkermes for Ampyra (“Agreement”). Under the license agreement, the Company has exclusive worldwide rights to Ampyra, as well as Alkermes’ formulation for any other mono or di-aminopyridines, for all indications, including multiple sclerosis and spinal cord injury. The Company is obligated to pay Alkermes milestone payments and royalties based on a percentage of net product sales and the quantity of product shipped by Alkermes to Acorda. Subject to early termination provisions, the Alkermes license terminates on a country by country basis on the latter to occur of fifteen years from the date of the agreement, the expiration of the last Alkermes patent to expire or the existence of competition in that country. Under the supply agreement, Alkermes has the right to manufacture for the Company, subject to certain exceptions, Ampyra and other products covered by these agreements at specified prices calculated as a percentage of net product sales of the product shipped by Alkermes to Acorda. In the event Alkermes does not manufacture 100% of the products, it is entitled to a compensating payment for the quantities of product provided by the alternative manufacturer. Supply Agreement The Company is a party to a 2003 supply agreement with Alkermes relating to the manufacture and supply of Ampyra by Alkermes. The Company is obligated to purchase at least 75% of its annual requirements of Ampyra from Alkermes, unless Alkermes is unable or unwilling to meet its requirements, for a percentage of net product sales and the quantity of product shipped by Alkermes to Acorda. In those circumstances, where the Company elects to purchase less than 100% of its requirements from Alkermes, the Company is obligated to make certain compensatory payments to Alkermes. Alkermes is required to assist the Company in qualifying a second manufacturer to manufacture and supply the Company with Ampyra subject to its obligations to Alkermes. As permitted by the agreement with Alkermes, the Company has designated Patheon, Inc. (Patheon) as a qualified second manufacturing source of Ampyra. In connection with that designation, the Company entered into a manufacturing agreement with Patheon, and Alkermes assisted the Company in transferring manufacturing technology to Patheon. The Company and Alkermes have agreed that a purchase of up to 25% of annual requirements from Patheon is allowed if compensatory payments are made to Alkermes. In addition, Patheon may supply the Company with Ampyra if Alkermes is unable or unwilling to meet the Company’s requirements. The Company did not make any compensatory payment in 2019. Biogen Inc. The Company has an exclusive collaboration and license agreement with Biogen Inc., (Biogen) to develop and commercialize Ampyra (known as Fampyra outside the U.S.) in markets outside the United States (the Collaboration Agreement). Under the Collaboration Agreement, Biogen was granted the exclusive right to commercialize Ampyra and other products containing aminopyridines developed under that agreement in all countries outside of the U.S., which grant includes a sublicense of the Company’s rights under an existing license agreement between the Company and Alkermes plc (Alkermes). Biogen has responsibility for regulatory activities and future clinical development of Fampyra in ex-U.S. markets worldwide. The Company also entered into a related supply agreement with Biogen (the Supply Agreement), pursuant to which the Company will supply Biogen with its requirements for the licensed products through the Company’s existing supply agreement with Alkermes. Under the Collaboration Agreement, the Company received an upfront payment of $110.0 million in July 2009, and a $25 million milestone payment in August 2011 upon approval of the product in the European Union. The Company is also entitled to receive additional payments based on the successful achievement of future regulatory and sales milestones. Biogen is also required to make double-digit tiered royalty payments to the Company on ex-U.S. sales. Also under the terms of the Collaboration Agreement, the Company will participate in overseeing the development and commercialization of Ampyra and other licensed products in markets outside the U.S. Acorda will continue to develop and commercialize Ampyra independently in the U.S. As of June 30, 2009, the Company recorded deferred revenue of $110.0 million for the upfront payment from Biogen under the Collaboration Agreement. Also, as a result of such payment to Acorda, a payment of $7.7 million was made to Alkermes and recorded as a deferred expense. The Company considered the following deliverables with respect to the revenue recognition of the $110.0 million upfront payment: (1) the license to use the Company’s technology, (2) the Collaboration Agreement to develop and commercialize licensed product in all countries outside the U.S., and (3) the Supply Agreement. Due to the inherent uncertainty in obtaining regulatory approval, the applicability of the Supply Agreement is outside the control of the Company and Biogen. Accordingly, the Company has determined the Supply Agreement is a contingent deliverable at the onset of the agreement. As a result, the Company has determined the Supply Agreement does not meet the definition of a deliverable that needs to be accounted for at the inception of the arrangement. The Company has also determined that there is no significant and incremental discount related to the supply agreement since Biogen will pay the same amount for inventory that the Company would pay and the Company effectively acts as a middle man in the arrangement for which it adds no significant value due to various factors such as the Company does not have any manufacturing capabilities or other know-how with respect to the manufacturing process. Alkermes (ARCUS products) In December 2010, Civitas, the Company’s wholly-owned subsidiary, entered into the Asset Purchase and License Agreement (“Alkermes Agreement”), in which Civitas licensed or acquired from Alkermes certain pulmonary development programs and INDs, underlying intellectual property and laboratory equipment associated with the pulmonary business of Alkermes. The assets acquired includes (i) patents, patent applications and related know-how and documentation; (ii) a formulation of inhaled L-dopa; (iii) several other pulmonary development programs and INDs, which are part of the platform device and formulation IP; (iv) instruments, laboratory equipment and apparatus; and (v) inhalers, inhaler molds, tools, and the associated assembled equipment. In addition, Civitas leased the facility where the Alkermes operations were previously housed in Chelsea, Massachusetts. Under the terms of the Alkermes Agreement, Civitas will also pay to Alkermes royalties for each licensed product as follows: (i) for all licensed products sold by Civitas, Civitas will pay Alkermes a mid-single digit percentage of net sales of such licensed products and (ii) for all licensed products sold by a collaboration partner, Civitas will pay Alkermes the lower of a mid-single digit percentage of net sales of such licensed products in a given calendar year or a percentage in the low-to-mid-double digits of all collaboration partner revenue received in such calendar year. Notwithstanding the foregoing, in no event shall the royalty paid be less than a low-single digit percentage of net sales of a licensed product in any calendar year. As consideration for the agreement with Alkermes, Civitas issued stock and also agreed to pay Alkermes royalties on future net product sales from products developed from licensed technology under the Alkermes Agreement. The fair value of the future royalties is classified as contingent consideration. The Company estimates the fair value of this contingent consideration based on future revenue projections and estimated probabilities of receiving regulatory approval and commercializing such products. Refer to Note 14 – Fair Value Measurements |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (16) Income Taxes On March 27, 2020, the CARES Act was signed into law, which enacted several tax favorable, business-related provisions. The Company reviewed the enacted provisions to determine which provisions should be considered for the year ended December 31, 2020. Under the new law, the CARES Act provides that NOLs arising in a taxable year beginning after December 31, 2017, and before January 1, 2021, can be carried back to each of the five taxable years preceding the taxable year of such loss. The Company has considered the impact to the tax provision for the carryback of net operating losses to prior periods of taxable income incurred within the period allowed under the CARES Act. In addition, the CARES Act treats qualified improvement property (QIP) as 15 -year property and thus, allows taxpayers to apply 100 % bonus depreciation to eligible QIP to property placed in service in 2018. The Company filed a tax accounting method change with its 2019 U.S. Federal return to claim the additional tax depreciation expense. The resulting carrying back these losses and filing a tax accounting method change for the qualified improvement property allowed the Company to realize certain deferred tax assets and a corresponding release of the valuation allowance of approximately $ 1.8 million. The Company received its U.S. income tax refund from the Internal Revenue Service of approximately $12.7 million, including interest, related to the 2019 net operating loss carryback on July 13, 2020. The Company has a tax receivable of $1.5 million recorded for the anticipated 2020 net operating loss carryback claim as of December 31, 2020. Furthermore, as a result of filing the 2019 NOL carryback claim the Company was able to re-establish its research and development tax credits of approximately $14.9 million that had been utilized on the original filed 2018 and 2017 U.S. Federal income tax returns. The Company plans to file the 2020 NOL carryback claim and approximately $4.4 million of additional research and development tax credits will be established, for a total of $19.3 million that has been recorded as of December 31, 2020. The domestic and foreign components of (loss) income before income taxes were as follows: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Domestic $ (112,371 ) $ (182,816 ) Foreign 4,704 (91,432 ) Total $ (107,667 ) $ (274,248 ) The benefit (expense) from income taxes in 2020 and 2019 consists of current and deferred federal, state and foreign taxes as follows: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Current: Federal $ 11,770 $ — State (184 ) (621 ) Foreign (65 ) (75 ) 11,521 (696 ) Deferred: Federal (478 ) 888 State (3,896 ) 1,090 Foreign 926 — (3,448 ) 1,978 Total benefit from income taxes $ 8,073 $ 1,282 As of December 31, 2020, Acorda’s U.S. consolidated tax return has a federal NOL carryforward of approximately $40.7 million which can be carried forward indefinitely and, under the Act, limited to 80% of taxable income in any year in which it will be utilized. Biotie Therapies, Inc. (“Biotie US”), which files a separate company federal income tax return has an NOL carryforward of approximately $121.4 million as of December 31, 2020. The Biotie US NOLs are offset entirely by a valuation allowance and are expected to begin to expire in 2026. The Company’s capital loss carryforward of approximately $428.6 million is fully offset with a valuation allowance. The Company had available state NOL carryforwards of approximately $267.0 million and $220.3 million The Company’s U.S. Federal research and development and orphan drug credit carry-forwards of $35.3 million and $16.3 million as of December 31, 2020 and 2019, respectively, begin to expire in 2021. The Company does not expect to pay U.S. Federal or state cash taxes as they are in a current year taxable loss. The Company generated a tax liability for its operations in Puerto Rico. The Internal Revenue Code of 1986 contains certain provisions that can limit a taxpayer's ability to utilize net operating loss and tax credit carryforwards in any given year resulting from cumulative changes in ownership interests in excess of 50 percent over a three-year The temporary differences between the book and tax treatment of income and expenses results in deferred tax assets and liabilities, which are included within the consolidated balance sheet. The Company must assess the likelihood that any recorded deferred tax assets will be recovered against future taxable income. To the extent the Company believes it is more likely than not that any portion of the deferred tax asset will not be recoverable, a valuation allowance must be established. To the extent the Company establishes a valuation allowance or changes the allowance in a future period, income tax expense will be impacted. The Company continued to maintain a full valuation allowance against its net U.S. and net foreign deferred tax assets of Biotie at December 31, 2020. The reconciliation of the statutory U.S. federal income tax rate to the Company’s effective income tax rate is as follows: Year ended December 31, 2020 Year ended December 31, 2019 U.S. federal statutory tax rate 21.0 % 21.0 % State and local income taxes (3.0 )% 0.1 % Stock option compensation 0.3 % — Stock option shortfall (5.8 )% (0.8 )% Research and development and orphan drug credits (0.4 )% — Uncertain tax positions 0.1 % — Other nondeductible and permanent differences (2.5 )% (0.1 )% Cancellation of debt Income — 2.9 % Goodwill impairment — (21.2 )% Valuation allowance, net of foreign tax rate differential (7.6 )% (35.1 )% NOL write-off — — Federal return to provision differences — 33.7 % Tax effect of NOL carryback - CARES Act 5.4 % — Effective income tax rate 7.5 % 0.5 % The Company’s overall effective tax rate is affected by the benefit recorded on the net operating loss carryback under the CARES act recorded at 21% to recover taxes paid at the previous statutory rate of 35%, increase in the valuation allowance and the forfeitures of equity of which no tax deduction is recorded. Provisions have been made for deferred taxes based on the differences between the basis of the assets and liabilities for financial statement purposes and the basis of the assets and liabilities for tax purposes using currently enacted tax rates and regulations that will be in effect when the differences are expected to be recovered or settled. The components of the deferred tax assets and liabilities are as follows: (In thousands) December 31, 2020 December 31, 2019 Deferred tax assets: Net operating loss carryforward $ 61,774 $ 69,756 Capital loss carryforward 106,371 106,031 Tax credits 33,577 14,351 Stock based compensation 17,454 23,009 Contingent consideration 11,975 18,457 Employee compensation 2,638 1,329 Rebate and returns reserve 3,339 3,584 Capitalized R&D 11,564 10,576 Derivative liability 296 14,696 Asset impairment 14,384 — Other 9,651 15,827 Total deferred tax assets $ 273,023 $ 277,616 Valuation allowance (186,491 ) (177,572 ) Total deferred tax assets net of valuation allowance $ 86,532 $ 100,044 Deferred tax liabilities: Intangible assets (88,547 ) (89,629 ) Convertible debt (16,227 ) (19,242 ) Depreciation (803 ) (583 ) Other (72 ) (171 ) Total deferred tax liabilities $ (105,649 ) $ (109,625 ) Net deferred tax liability $ (19,117 ) $ (9,581 ) The Company follows authoritative guidance regarding accounting for uncertainty in income taxes, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The beginning and ending amounts of unrecognized tax benefits reconciles as follows: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Beginning of period balance $ 7,145 $ 7,258 Increases for tax positions taken during a prior period — — Decreases for tax positions taken during a prior period (52 ) (113 ) Increases for tax positions taken during the current period — — $ 7,093 $ 7,145 Due to the amount of the Company’s tax credit carryforwards, it has not accrued interest relating to these unrecognized tax benefits. Accrued interest and penalties, however, would be disclosed within the related liabilities lines in the consolidated balance sheet and recorded as a component of income tax expense. All of its unrecognized tax benefits, if recognized, would impact the effective tax rate. The Company is no longer subject to federal income tax audits for tax years prior to 2017, however, such net operating losses utilized by the Company in years subsequent to 2002 are subject to review. The Internal Revenue Service concluded its examination of the Company’s wholly-owned subsidiary, Biotie US’s income tax return for the short period ended December 31, 2016 in the third quarter of 2018, which resulted in an immaterial adjustment to the research and development credit carryforward. The New York State Department of Tax concluded an examination of the Company’s income tax returns for the years 2014 through 2016 during 2020. There were no adjustments to the Company’s tax liability. The Massachusetts Department of Revenue concluded an examination of the Company’s income tax returns for the years 2015 through 2017 during 2020. The amount of the adjustment was approximately $ 0.02 million. The Company has ongoing state examinations in New Jersey and Minnesota which cover a range of tax periods, 2015-2018. There have been no proposed adjustments at this stage of these examinations. The Company is subject to taxation in the United States and various state and foreign jurisdictions. The Company has operations in the United States and Puerto Rico, as well as filing obligations in Finland, Switzerland and Germany. Typically, the period for the statute of limitations ranges from 3 to 5 years, however, this could be extended due to the Company’s NOL carryforward position in a number of its jurisdictions. The tax authorities generally have the ability to review income tax returns for periods where the statute of limitations has previously expired and can subsequently adjust the NOL carryforward or tax credit amounts. Accordingly, the Company does not expect to reverse any portion of the unrecognized tax benefits within the next year. The beginning and ending amounts of valuation allowances reconcile as follows: Balance at Balance at (In thousands) Beginning of Period Additions Deductions End of Period Valuation allowance for deferred tax assets: Year ended December 31, 2019 $ 71,570 110,962 (4,960 ) $ 177,572 Year ended December 31, 2020 $ 177,572 8,964 (45 ) $ 186,491 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (17) Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2020 and 2019: (In thousands, except per share data) Year ended December 31, 2020 Year ended December 31, 2019 Basic and diluted Net loss $ (99,594 ) $ (272,966 ) Weighted average common shares outstanding used in computing net loss per share—basic 8,084 7,927 Plus: net effect of dilutive stock options and unvested restricted common shares — — Weighted average common shares outstanding used in computing net loss per share—diluted 8,084 7,927 Net loss per share—basic $ (12.32 ) $ (34.43 ) Net loss per share—diluted $ (12.32 ) $ (34.43 ) The difference between basic and diluted shares is that diluted shares include the dilutive effect of the assumed exercise of outstanding securities. The Company’s stock options and unvested shares of restricted common stock could have the most significant impact on diluted shares. Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when a loss from continuing operations exists or when the exercise price exceeds the average closing price of the Company’s common stock during the period, because their inclusion would result in an anti-dilutive effect on per share amounts. The following amounts were not included in the calculation of net income per diluted share because their effects were anti-dilutive: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Denominator Stock options and restricted common shares 1,356 1,376 Additionally, the impact of the convertible debt was determined to be anti-dilutive and excluded from the calculation of net income per diluted share for the years ended December 31, 2020 and 2019. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | (18) Employee Benefit Plan Effective September 1, 1999, the Company adopted a defined contribution 401(k) savings plan (the 401(k) plan) covering all employees of the Company. Participants may elect to defer a percentage of their annual pretax compensation to the 401(k) plan, subject to defined limitations. The plan includes an employer match contribution to employee deferrals. For each dollar an employee invests up to 6% of his or her earnings, the Company will contribute an additional 50 cents into the funds. The Company’s expense related to the plan was $1.6 million and $2.3 million for the years ended December 31, 2020 and 2019, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) and include the results of operations of the Company and its majority owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation On December 31, 2020, we filed an amendment to our Certificate of Incorporation which effected, as of 4:01 p.m. Eastern Time on December 31, 2020, a 1-for-6 |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include share‑based compensation accounting, which are largely dependent on the fair value of the Company’s equity securities, measurement of changes in the fair value of acquired contingent consideration which is based on a probability weighted discounted cash flow valuation methodology, estimated deductions to determine net revenue such as allowances for customer credits, including estimated discounts, rebates, and chargebacks, which are estimated based on available information that will be adjusted to reflect known changes in the factors that impact such allowances, estimates of derivative liability associated with the exchange of the convertible senior secured notes due 2024, which is marked to market each quarter based on a binomial model, estimates of reserves for obsolete and excess inventory, and estimates of unrecognized tax benefits and valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income. Actual results could differ from those estimates. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on key customers and suppliers, and protection of intellectual property rights. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments with original maturities of three months or less from date of purchase to be cash equivalents. All cash and cash equivalents are held in highly rated securities including a Treasury money market fund which is unrestricted as to withdrawal or use. To date, the Company has not experienced any losses on its cash and cash equivalents. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term and liquid nature. We maintain cash balances in excess of insured limits. We do not anticipate any losses with respect to such cash balances. |
Restricted Cash | Restricted Cash Restricted cash represents an escrow account with funds to maintain the interest payments for an amount equal to all remaining scheduled interest payments on the outstanding convertible senior secured notes due 2024 through the interest payment date of June 1, 2023; and a The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same amounts shown in the statement of cash flows: December 31, 2020 December 31, 2019 (In thousands) Beginning of period End of period Beginning of period End of period Cash and cash equivalents $ 62,085 $ 71,369 $ 293,564 $ 62,085 Restricted cash 12,836 12,917 532 12,836 Restricted cash-non current 30,270 18,609 255 30,270 Total Cash, cash equivalents and restricted cash per statement of cash flows $ 105,191 $ 102,895 $ 294,351 $ 105,191 |
Investments | Investments Short-term investments consist primarily of high-grade commercial paper and corporate bonds. The Company classifies marketable securities available to fund current operations as short-term investments in current assets on its consolidated balance sheets. Marketable securities are classified as long-term investments in long-term assets on the consolidated balance sheets if the Company has the ability and intent to hold them and such holding period is longer than one year. The Company classifies all its investments as available-for-sale. Available-for-sale securities are recorded at the fair value of the investments based on quoted market prices. Unrealized holding gains and losses on available-for-sale securities, which are determined to be temporary, are excluded from earnings and are reported as a separate component of accumulated other comprehensive loss. Premiums and discounts on investments are amortized over the life of the related available-for-sale security as an adjustment to yield using the effective‑interest method. Dividend and interest income are recognized when earned. Amortized premiums and discounts, dividend and interest income are included in interest income. Realized gains and losses are included in other income. There were no investments classified as short-term or long-term at December 31, 2020. |
Other Comprehensive Loss | Other Comprehensive Loss The Company’s other comprehensive loss consisted of unrealized gains and losses on available-for-sale securities and adjustments for foreign currency translation and is recorded and presented net of income tax. There was no income tax allocated to the foreign currency translation adjustment in Other Comprehensive Loss for the period ended December 31, 2020 and 2019. The cumulative foreign currency translation adjustment reported in Other Comprehensive Loss was $(1.6) million and $(4.1) million for the period ended December 31, 2020 and 2019, respectively |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. The Company capitalizes inventory costs associated with the Company's products prior to regulatory approval when, based on management's judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. Cost is determined using the first-in, first-out method (FIFO) for all inventories. The Company establishes reserves as necessary for obsolescence and excess inventory. The Company records a reserve for excess and obsolete inventory based on the expected future product sales volumes and the projected expiration of inventory and specifically identified obsolete inventory. excess and obsolete inventory We recorded an idle capacity charge related to the Chelsea manufacturing operations to cost of goods sold of $6.3 million and $0.7 million for the years ended The following table provides the major classes of inventory: (In thousands) December 31, 2020 December 31, 2019 Raw materials $ 3,434 $ 1,753 Work-in-progress 6,602 13,509 Finished goods 18,641 9,959 Total $ 28,677 $ 25,221 Ampyra The cost of Ampyra inventory manufactured by Alkermes plc (Alkermes) is based on agreed upon pricing with Alkermes. In the event Alkermes does not manufacture the products, Alkermes is entitled to a compensating payment for the quantities of product provided by Patheon, the Company’s alternative manufacturer. This compensating payment is included in the Company’s inventory balances. No payments were made for the years ended December 31, 2020 and 2019. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation, except for assets acquired in a business combination, which are recorded at fair value as of the acquisition date. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which ranges from one to seven years. Leasehold improvements are recorded at cost, less accumulated amortization, which is computed on a straight-line basis over the shorter of the useful lives of the assets or the remaining lease term. Expenditures for maintenance and repairs are charged to expense as incurred. The Company capitalizes interest costs for assets under construction. |
Goodwill | Goodwill Goodwill represents the amount of consideration paid in excess of the fair value of net assets acquired in a business combination accounted for using the acquisition method of accounting. Goodwill is not amortized and is subject to impairment testing on an annual basis or when a triggering event occurs that may indicate the carrying value of the goodwill is impaired. We perform our impairment testing at the reporting level where we have determined that we have a single reporting unit and operating segment. The impairment test for goodwill uses an approach which compares the estimated fair value of the reporting unit including goodwill to its carrying value. If the carrying value of the reporting unit exceeds the estimated fair value of the reporting unit, an impairment loss is recognized in an amount equal to the excess of the carrying value over the estimated fair value. The Company recorded an impairment charge of $277.6 million for the year ended December 31, 2019 in the statement of operations and therefore, the goodwill was fully impaired. See Note 4 for a discussion of goodwill. |
Intangible Assets | Intangible Assets In Process Research and Development The Company has indefinite lived intangible assets for the value of acquired in-process research and development. The cost of in-process research and development (IPR&D) acquired directly in a transaction other than a business combination is capitalized if the project will be further developed or have an alternative future use; otherwise it is expensed. The estimated fair value of IPR&D projects acquired in a business combination is capitalized. Several methods may be used to determine the estimated fair value of the IPR&D assets acquired in a business combination. The Company utilizes the "income method” which applies a probability weighting that considers the risk of development and commercialization to the estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, patent protection, estimated pricing and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or impaired, as appropriate. These assets are tested at least annually or when a triggering event occurs that could indicate a potential impairment. Events that could result in an impairment, or trigger an interim impairment assessment, may include actions by regulatory authorities with respect to us or our competitors, the receipt of additional clinical or nonclinical data regarding our drug candidate or a potentially competitive drug candidate, changes in the clinical development program for a drug candidate or new information regarding potential sales for the drug which could have a negative effect on cash flows and which could result in an impairment. If impairment indicators are present or changes in circumstance suggest that an impairment may exist, we perform an impairment analysis by comparing the sum of the estimated discounted future cash flows, or fair value, of each intangible asset to its carrying value on the consolidated balance sheet. We will recognize an impairment loss if the carrying value of the intangible asset exceeds its fair value. Finite-Lived Intangible Assets The Company has finite lived intangible assets that are amortized on a straight line basis over the period in which the Company expects to receive economic benefit and are reviewed for impairment when facts and circumstances indicate that the carrying value of the asset may not be recoverable. The determination of the expected life will be dependent upon the use and underlying characteristics of the intangible asset. In the Company’s evaluation of the intangible assets, it considers the term of the underlying asset life and the expected life of the related product line. If impairment indicators are present or changes in circumstance suggest that impairment may exist, the Company performs a recoverability test by comparing the sum of the estimated undiscounted cash flows of each intangible asset to its carrying value on the consolidated balance sheet. If the undiscounted cash flows used in the recoverability test are less than the carrying value, the Company would determine the fair value of the intangible asset and recognize an impairment loss in the statement of operations if the carrying value of the intangible asset exceeds its fair value. Fair value is generally estimated based on either appraised value or other valuation techniques. Events that could result in an impairment, or trigger an interim impairment assessment, may include actions by regulatory authorities with respect to us or our competitors, new or better products entering the market, changes in market share or market pricing, changes in the economic lives of the assets, changes in the legal framework covering patents, rights or licenses, and other market changes which could have a negative effect on cash flows and which could result in an impairment. |
Contingent Consideration | Contingent Consideration The Company may record contingent consideration as part of the cost of business acquisitions. Contingent consideration is recognized at fair value as of the date of acquisition and recorded as a liability on the consolidated balance sheet. The contingent consideration is re-valued on a quarterly basis using a probability weighted discounted cash-flow approach until fulfillment or expiration of the contingency. Changes in the fair value of the contingent consideration are recognized in the statement of operations. See Note 15 for discussion on the Alkermes ARCUS agreement. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful lives of its long-lived assets , including identifiable intangible assets subject to amortization and property plant and equipment, may warrant revision or that the carrying value of the assets may be impaired. The Company evaluates the realizability of its long-lived assets based on profitability and cash flow expectations for the related assets. Factors the Company considers important that could trigger an impairment review include significant changes in the use of any assets, changes in historical trends in operating performance, changes in projected operating performance, stock price, loss of a major customer and significant negative economic trends. The decline in the trading price of the Company's common stock during the quarter ended September 30, 2019, and related decrease in the Company's market capitalization, was determined to be a triggering event in connection with the Company's review of the recoverability of its long-lived assets for the year ended December 31, 2019. The Company performed a recoverability test during the third quarter of fiscal 2019 using the undiscounted cash flows, which are the sum of the future undiscounted cash flows expected to be derived from the direct use of the long-lived assets to the carrying value of the long-lived assets. Estimates of future cash flows were based on the Company’s own assumptions about its own use of the long-lived assets. The cash flow estimation period was based on the long-lived assets’ estimated remaining useful life to the Company. After performing the recoverability test, the Company determined that the undiscounted cash flows exceeded the carrying value and the long-lived assets were not impaired. Changes in these assumptions and resulting valuations could result in future long-lived asset impairment charges. Management will continue to monitor any changes in circumstances for indicators of impairment. Any write‑downs are treated as permanent reductions in the carrying amount of the assets. The Company determined that there were relevant changes to the key assumptions that would negatively affect the value of the IPR&D asset for BTT-1023. The Company noted that it received a final read-out of the results of the BUTEO study on March 31, 2020 and noted that the study did not meet its primary or secondary endpoints. Based on conclusions drawn from these results, management determined that the Company would not continue further development of the asset on March 31, 2020. Management also conferred with its independent consultant in March 2020 to review and opine on the results of the BUTEO study to assess whether the asset was a candidate for potential out-licensing since the Company would no longer continue to develop the asset. Based on the assessment and review of the BUTEO study results with the consultant, management determined that the results of the clinical trial did not meet the primary or secondary end-points, and the clinical trial was not large enough or expansive enough to be persuasive to generate interest by third-parties for a possible licensing arrangement. Management determined that this assessment was the triggering event that indicated that the asset was fully impaired as there was no potential value with an out-licensing arrangement. Based on the qualitative assessment, management determined that the fair value of the IPR&D asset was $0 and that the carrying value of the asset which was approximately $4.1 million at March 31, 2020 exceeded the fair value of the asset. As a result, the Company fully impaired the asset and recorded an impairment charge of $4.1 million in the three-month period ended March 31, 2020. Management determined that additional quantitative procedures were not relevant in this circumstance given the overwhelming qualitative evidence that indicated the asset was fully impaired. |
Non-Cash Interest Expense on Liability Related to Sale of Future Royalties | Non-Cash Interest Expense on Liability Related to Sale of Future Royalties As of October 1 , 2017, the Company completed a royalty purchase agreement with , or HCRP (“Royalty Agreement”). In exchange for the payment of $40 million to the Company, HCRP obtained the right to receive Fampyra royalties payable by Biogen under the Collaboration and Licensing Agreement between the Company and Biogen, up to an agreed upon threshold of royalties. When this threshold is met, if ever, the Fampyra royalty revenue will revert back to the Company and the Company will continue to receive the Fampyra royalty revenue from Biogen until the revenue stream ends. The transaction does not include potential future milestones to be paid by Biogen to Acorda. The Company maintained the rights under the license and collaboration agreement with Biogen, therefore, the Royalty Agreement has been accounted for as a liability that will be amortized using the effective interest method over the life of the arrangement, in accordance with the relevant accounting guidance. In order to determine the amortization of the liability, the Company is required to estimate the total amount of future net royalty payments to be made to HCRP over the term of the agreement up to the agreed upon threshold of royalties. The total threshold of net royalties to be paid, less the net proceeds received will be recorded as interest expense over the life of the liability. The Company imputes interest on the unamortized portion of the liability using the effective interest method and records interest expense based on the timing of the payments received over the term of the royalty agreement. The Company’s estimate of the interest rate under the arrangement is based on forecasted net royalty payments expected to be made to HCRP over the life of the royalty agreement. The Company estimated an effective annual interest rate of approximately 15%. Over the course of the Royalty Agreement, the actual interest rate will be affected by the amount and timing of net royalty revenue recognized and changes in forecasted revenue. On a quarterly basis, the Company will reassess the effective interest rate and adjust the rate prospectively as required. Non-cash royalty revenue is reflected as royalty revenue and non-cash interest expense is reflected as interest and amortization of debt discount expense in the Statement of Operations. |
Patent Costs | Patent Costs Patent application and maintenance costs are expensed as incurred. |
Research and Development | Research and Development Research and development expenses include the costs associated with the Company’s internal research and development activities, including salaries and benefits, occupancy costs, and research and development conducted for it by third parties, such as contract research organizations (CROs), sponsored university-based research, clinical trials, contract manufacturing for its research and development programs, and regulatory expenses. In addition, research and development expenses include the cost of clinical trial drug supply shipped to the Company’s clinical study vendors. For those studies that the Company administers itself, the Company accounts for its clinical study costs by estimating the patient cost per visit in each clinical trial and recognizes this cost as visits occur, beginning when the patient enrolls in the trial. This estimated cost includes payments to the trial site and patient-related costs, including laboratory costs related to the conduct of the trial. Cost per patient varies based on the type of clinical trial, the site of the clinical trial, and the length of the treatment period for each patient. For those studies for which the Company uses a CRO, the Company accounts for its clinical study costs according to the terms of the CRO contract. These costs include upfront, milestone and monthly expenses as well as reimbursement for pass through costs. As actual costs become known to the Company, it adjusts the accrual; such changes in estimate may be a material change in its clinical study accrual, which could also materially affect its results of operations. All research and development costs are expensed as incurred except when accounting for nonrefundable advance payments for goods or services to be used in future research and development activities. These payments are capitalized at the time of payment and expensed ratably over the period the research and development activity is performed. |
Accounting for Income Taxes | Accounting for Income Taxes The Company provides for income taxes in accordance with ASC Topic 740 (ASC 740). Income taxes are accounted for under the asset and liability method with deferred tax assets and liabilities recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance for the amounts of any tax benefits which, more likely than not, will not be realized. In determining whether a tax position is recognized for financial statement purposes, a two-step process is utilized whereby the threshold for recognition is a more likely-than-not test that the tax position will be sustained upon examination and the tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. |
Revenue Recognition | Revenue Recognition ASC 606 outlines a five-step process for recognizing revenue from contracts with customers: i) identify the contract with the customer, ii) identify the performance obligations in the contract, (iii) determine the transaction price, iv) allocate the transaction price to the separate performance obligations in the contract, and (v) recognize revenue associated with the performance obligations as they are satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606, the Company determines the performance obligations that are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to each respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon receipt of the product by the customer. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. We did not have any contract assets or liabilities as of December 31, 2020 and December 31, 2019. Product Revenue, Net Inbrija Inbrija is available primarily through a network of specialty pharmacies, which deliver the medication to patients by mail, and ASD Specialty Healthcare, Inc . (an AmerisourceBergen affiliate). During the three-month period ended December 31, 2020, we completed the transition from a network of several specialty pharmacies to Alliance Rx Walgreens Prime as the sole specialty pharmacy for U.S. sales of Inbrija, which we believe has potential benefits to patients and our business. Ampyra Ampyra is distributed primarily through a network of specialty pharmacies, which deliver the medication to patients by mail. Net revenue from product sales is recognized at the transaction price when the customer obtains control of the Company’s products, which occurs at a point in time, typically upon receipt of the product by the customer. The Company’s products are sold primarily to a network of specialty providers which are contractually obligated to hold no more than an agreed upon number of days of inventory. The Company’s payment terms are between 30 to 35 days. The Company’s net revenues represent total revenues adjusted for discounts and allowances, including estimated cash discounts, chargebacks, rebates, returns, Discounts and Allowances Revenue from product sales are recorded at the transaction price, which includes estimates for discounts and allowances for which reserves are established and includes cash discounts, chargebacks, rebates, returns, copay assistance, data fees and wholesaler fees for services discounts and allowances are recorded following shipment of product and the appropriate reserves are credited. These reserves are classified as reductions of accounts receivable (if the amount is payable to the Customer and right of offset exists) or a current liability (if the amount is payable to a party other than a Customer). These allowances are established by management as its best estimate based on historical experience and data points available and are adjusted to reflect known changes in the factors that impact such reserves. Allowances for customer credits, chargebacks, rebates, data fees and wholesaler fees for services, returns, and discounts are established based on contractual terms with customers and analyses of historical usage of these items. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. The nature of our allowances and accruals requiring critical estimates, and the specific considerations it uses in estimating their amounts are as follows: Government Chargebacks and Rebates: We contract for Medicaid and other U.S. federal government programs to allow for our products to remain eligible for reimbursement under these programs. For Medicare, the Company also estimates the number of patients in the prescription drug coverage gap for whom the Company will owe an additional liability under the Medicare Part D program. Based upon our contracts and the most recent experience with respect to sales through each of these channels, we provide an allowance for chargebacks and rebates. We monitor the sales trends and adjust the chargeback and rebate percentages on a regular basis to reflect the most recent chargebacks and rebate experience. The Company’s liability for these rebates consists of invoices received for claims from prior quarters that have not been paid or for which an invoice has not yet been received, estimates of claims for the current quarter, and estimated future claims that will be made for product that has been recognized as revenue, but remains in the distribution channel inventories at the end of each reporting period. Managed Care Contract Rebates: We contract with various managed care organizations including health insurance companies and pharmacy benefit managers. These contracts stipulate that rebates and, in some cases, administrative fees, are paid to these organizations provided our product is placed on a specific tier on the organization’s drug formulary. Based upon our contracts and the most recent experience with respect to sales through managed care channels, we provide an allowance for managed care contract rebates. We monitor the sales trends and adjust the allowance on a regular basis to reflect the most recent rebate experience. The Company’s liability for these rebates consists of invoices received for claims from prior quarters that have not been paid or for which an invoice has not yet been received, estimates of claims for the current quarter, and estimated future claims that will be made for product that has been recognized as revenue, but remains in the distribution channel inventories at the end of each reporting period. Copay Mitigation Rebates: We offer copay mitigation to commercially insured patients who have coverage for our products (in accordance with applicable law) and are responsible for a cost share. Based upon our contracts and the most recent experience with respect to actual copay assistance provided, we provide an allowance for copay mitigation rebates. We monitor the sales trends and adjust the rebate percentages on a regular basis to reflect the most recent rebate experience. Cash Discounts: We sell directly to companies in our distribution network, which primarily includes specialty pharmacies, which deliver the medication to patients by mail, and ASD Specialty Healthcare, Inc. (an AmeriSourceBergen affiliate). We generally provide invoice discounts for prompt payment for our products. We estimate our cash discounts based on the terms offered to our customers. Discounts are estimated based on rates that are explicitly stated in the Company’s contracts as it is expected they will take the discount and are recorded as a reduction of revenue at the time of product shipment when product revenue is recognized. We adjust estimates based on actual activity as necessary. Product Returns: We offer no right of return except for products damaged upon receipt to Ampyra and Inbrija customers or a limited right of return based on the product’s expiration date to previous Zanaflex and Qutenza customers. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The company currently estimates product return liabilities using historical sales information and inventory remaining in the distribution channel. Data Fees and Fees for Services Payable to Specialty Pharmacies: We have contracted with certain specialty pharmacies to obtain transactional data related to our products in order to develop a better understanding of our selling channel as well as patient activity and utilization by the Medicaid program and other government agencies and managed care organizations. We pay a variable fee to the specialty pharmacies to provide us the data. We also pay the specialty pharmacies a fee in exchange for providing distribution and inventory management services, including the provision of inventory management data to the Company. We estimate our fee for service accruals and allowances based on sales to each specialty pharmacy and the applicable contracted rate. Royalty Revenue Royalty revenue recorded by the Company relates exclusively to the Company’s License and Collaboration agreement with Biogen which provides for ongoing royalties based on sales of Fampyra outside of the U.S. The Company recognizes revenue for royalties under ASC 606, which provides revenue recognition constraints by requiring the recognition of revenue at the later of the following: 1) sale or usage of the products or 2) satisfaction of the performance obligations. The Company has satisfied its performance obligations and therefore recognizes royalty revenue when the sales to which the royalties relate are completed. License Revenue License revenue relates to the License and Collaboration agreement with Biogen which provides for milestone payments for the achievement of certain regulatory and sales milestones during the term of the agreement. Regulatory milestones are contingent upon the approval of Fampyra for new indications outside of the U.S. Sales milestones are contingent upon the achievement of certain net sales targets for Fampyra sales outside of the U.S. The Company recognizes license revenue under ASC 606, which provides constraints for entities to recognize license revenue which is deemed to be variable by requiring the Company to estimate the amount of consideration to which it is entitled in exchange for transferring the promised goods or services to a customer. The Company recognizes an estimate of revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the milestone is achieved. For regulatory milestones, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The following table disaggregates our revenue by major source (in thousands): Year ended December 31, Year ended December 31, (In thousands) 2020 2019 Revenues: Net product revenues: Ampyra $ 98,887 $ 164,850 Inbrija 24,233 15,303 Other 1,711 583 Total net product revenues 124,831 180,736 Milestone revenues 15,000 — Royalty revenues 13,136 11,672 Total net revenues $ 152,967 $ 192,408 |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of investments in cash, cash equivalents, restricted cash, short-term investments and accounts receivable. The Company does not require any collateral for its accounts receivable. The Company maintains cash, cash equivalents and restricted cash with approved financial institutions. The Company is exposed to credit risks and liquidity in the event of default by the financial institutions or issuers of investments in excess of FDIC insured limits. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution. The Company does not own or operate, and currently does not plan to own or operate, facilities for production and packaging of its product Ampyra. It relies and expects to continue to rely on third parties for the production and packaging of its commercial products and clinical trial materials for all of its products except Inbrija. The Company leases a manufacturing facility in Chelsea, Massachusetts which produces Inbrija for clinical trials and commercial supply. The Company relies primarily on Alkermes for its supply of Ampyra. Under its supply agreement with Alkermes, the Company is obligated to purchase at least 75% of its yearly supply of Ampyra from Alkermes, and it is required to make compensatory payments if it does not purchase 100% of its requirements from Alkermes, subject to certain specified exceptions. The Company and Alkermes have agreed that the Company may purchase up to 25% of its annual requirements from Patheon, a mutually agreed-upon second manufacturing source, with compensatory payment. The Company and Alkermes also rely on a single third party manufacturer, Regis, to supply dalfampridine, the active pharmaceutical ingredient, or API, in Ampyra. If Regis experiences any disruption in their operations, a delay or interruption in the supply of Ampyra product could result until Regis cures the problem or it locates an alternate source of supply. The Company’s principal direct customers for the year ended December 31, 2020 were a network of specialty pharmacies and ASD Specialty Healthcare, Inc. (an AmeriSource Bergen affiliate) for Inbrija and a network of specialty pharmacies for Ampyra. The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary. Four customers individually accounted for more than 10% of the Company’s revenue or approximately 90% of total revenue in 2020. Three 91 |
Allowance for Cash Discounts | Allowance for Cash Discounts An allowance for cash discounts is accrued based on historical usage rates at the time of product shipment. The Company adjusts accruals based on actual activity as necessary. Cash discounts are typically settled with customers within 34 days after the end of each calendar month. The Company provided cash discount allowances of $1.0 million and $2.7 million for the years ended December 31, 2020 and 2019, respectively. The Company’s reserve for cash discount allowances was $0.6 million and (in thousands) Cash discounts Balance at December 31, 2018 $ 395 Allowances for sales 2,722 Actual credits (2,705 ) Balance at December 31, 2019 $ 412 Allowances for sales 954 Actual credits (791 ) Balance at December 31, 2020 $ 575 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts A portion of the Company’s accounts receivable may not be collected. The Company provides reserves based on an evaluation of the aging of its trade receivable portfolio and an analysis of high-risk customers. The Company has not historically experienced material losses related to credit risk. The Company had no recognized allowance for doubtful accounts as of December 31, 2020 or December 31, 2019. There were no provisions and write-offs for the years ended December 31, 2020 and 2019. |
Allowance for Chargebacks | Allowance for Chargebacks Based upon the Company’s contracts and the most recent experience with respect to sales with the U.S. government, the Company provides an allowance for chargebacks. The Company monitors the sales trends and adjusts the chargebacks on a regular basis to reflect the most recent chargebacks experience. The Company recorded a charge of $2.3 million and $6.5 million for the years ended December 31, 2020 and December 31, 2019, respectively. The Company made a payment of $2.0 million and $8.5 million related to the chargebacks allowances for the years ended December 31, 2020 and December 31, 2019, respectively. The Company’s reserve for chargebacks allowance was $0.5 million and $0.2 million as of December 31, 2020 and December 31, 2019, respectively. |
Contingencies | Contingencies The Company accrues for amounts related to legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. Litigation expenses are expensed as incurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. Significant differences can arise between the fair value and carrying amounts of financial instruments that are recognized at historical cost amounts. The Company considers that fair value should be based on the assumptions market participants would use when pricing the asset or liability. The following methods are used to estimate the fair value of the Company’s financial instruments: (a) Cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments; (b) Short-term investments are recorded based primarily on quoted market prices; (c) Acquired contingent consideration related to the Civitas acquisition is measured at fair value using a probability weighted, discounted cash flow approach; (d) Convertible Senior Notes were measured at fair value based on market quoted prices of the debt securities; (e) Capital and R&D loans were measured at fair value based on a discounted cash flow approach; (f) Convertible senior secured notes due 2024 were measured at fair value based on market quoted prices of the debt securities; and (g) Derivate liability related to conversion options of the convertible senior secured notes due 2024 is measured at fair value using a binomial model. |
Earnings per Share | Earnings per Share Basic net income (loss) per share and diluted net income per share is based upon the weighted average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted average number of common shares outstanding during the period plus the effect of additional weighted average common equivalent shares outstanding during the period when the effect of adding such shares is dilutive. Common equivalent shares result from the assumed exercise of outstanding stock options (the proceeds of which are then assumed to have been used to repurchase outstanding stock using the treasury stock method), the vesting of restricted stock and the potential dilutive effects of the conversion option on the Company’s convertible debt. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable, at each reporting period. See Note 17 for discussion on earnings (loss) per share. |
Share-based Compensation | Share‑based Compensation The Company has various share‑based employee and non-employee compensation plans, which are described more fully in Note 8. The Company accounts for stock options and restricted stock granted to employees and non-employees by recognizing the costs resulting from all share-based payment transactions in the consolidated financial statements at their fair values. The Company estimates the fair value of each option on the date of grant using the Black‑Scholes closed-form option‑pricing model based on assumptions of expected volatility of its common stock, prevailing interest rates, an estimated forfeiture rate, and the expected term of the stock options, and the Company recognizes that cost as an expense ratably over the associated service period. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of operations outside the United States of America is deemed to be the currency of the local country, unless otherwise determined that the United States dollar would serve as a more appropriate functional currency given the economic operations of the entity. Accordingly, the assets and liabilities of the Company’s foreign subsidiary, Biotie, are translated into United States dollars using the period-end exchange rate; and income and expense items are translated using the average exchange rate during the period; and equity transactions are translated at historical rates. Cumulative translation adjustments are reflected as a separate component of equity. Foreign currency transaction gains and losses are charged to operation and reported in other income (expense) in consolidated statements of operations. |
Segment and Geographic Information | Segment and Geographic Information The Company is managed and operated as one business which is focused on developing therapies that restore function and improve the lives of people with neurological disorders. The entire business is managed by a single management team that reports to the Chief Executive Officer. The Company does not operate separate lines of business with respect to any of its products or product candidates and the Company does not prepare discrete financial information to allocate resources to separate products or product candidates or by location. Accordingly, the Company views its business as one reportable operating segment. Net product revenues reported to date are derived from the sales of Ampyra and Inbrija in the U.S. for the year ended December 31, 2020 and December 31, 2019. |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income Unrealized gains (losses) from the Company’s investment securities and adjustments for foreign currency translation are included in accumulated other comprehensive income within the consolidated balance sheet. |
Liquidity | Liquidity The Company’s ability to meet its future operating requirements, repay its liabilities, and meet its other obligations are dependent upon a number of factors, including our ability to generate cash from product sales, reduce planned expenditures, and obtain additional financing. If the Company is unable to generate sufficient cash flow from the sale of our products, it will be required to adopt one or more alternatives, subject to the restrictions contained in the indenture governing its convertible senior secured notes due 2024, such as further reducing expenses, selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous and which are likely to be highly dilutive. Also, the Company’s ability to raise additional capital and repay or restructure its indebtedness will depend on the capital markets and its financial condition at such time, among other factors. In addition, financing may not be available when needed, at all, on terms acceptable to us or in accordance with the restrictions described above. As a result of these factors, the Company may not be able to engage in any of the alternative activities, or engage in such activities on desirable terms, which could harm the Company’s business, financial condition and results of operations, as well as result in a default on the Company’s debt obligations. If the Company is unable to take these actions, it may be forced to significantly alter its business strategy, substantially curtail its current operations, or cease operations altogether. At December 31, 2020, we had $71.4 million of cash and cash equivalents, compared to $125.8 million at December 31, 2019. Our December 31, 2020 cash and cash equivalents balance does not include restricted cash, currently held in escrow under the terms of our convertible senior secured notes due 2024, which may potentially be released from escrow if we pay interest on those notes using shares of our common stock. The December 31, 2020 balance also does not include the net proceeds of approximately $74 million received from the sale of our Chelsea manufacturing operations. We incurred net losses of $99.6 million and $273.0 million for the years ended December 31, 2020 and 2019, respectively. Based on our cash and cash equivalents at December 31, 2020, the net proceeds received from the sale of our Chelsea manufacturing operations |
Recent Accounting Pronouncements - Adopted | Recent Accounting Pronouncements - Adopted In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequently amended by ASU 2019-04 and ASU 2019-05 which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. This new standard amends the current guidance on the impairment of financial instruments. The ASU adds to U.S. GAAP an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years with early adoption permitted. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material impact on the consolidated financial statements. In August 2018, the FASB issued ASU 2018-13 “Fair Value Measurement (Topic 820): “Disclosure Framework—Changes to the Discl osure Requirements for Fair Value Measurement.” The amendment in this ASU eliminate, add and modify certain disclosure requirements for fair value measurements as part of its disclosure framework project. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public business entities will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years with early adoption permitted. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a significant impact on the consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The ASU clarifies certain aspects of ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” which was issued in April 2015. Specifically, the ASU 2018-15 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 hosting arrangements that include an internal-use software license).” The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years with early adoption permitted. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have an impact on the consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, Collaborative arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. ASU 2018-18 clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer and precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years with early adoption permitted. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a significant impact on the consolidated financial statements. |
Recent Accounting Pronouncements - Not Yet Adopted | Recent Accounting Pronouncements – Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The ASU enhances and simplifies various aspects of the income tax accounting guidance in ASC 740 and removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments”: The amendments in this update are to clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2020-03 are not expected to have a significant effect on current accounting practices. The ASU improves various financial instrument topics in the Codification to increase stakeholder awareness of the amendments and to expedite the improvement process by making the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 with early application permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements. In August 2020, the FASB issued ASCU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This update simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models which require separate accounting for embedded conversion features. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. ASU 2020-06 is effective for smaller reporting companies for fiscal periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements. |
Subsequent Events | Subsequent Events Subsequent events are defined as those events or transactions that occur after the balance sheet date, but before the financial statements are filed with the Securities and Exchange Commission. The Company completed an evaluation of the impact of any subsequent events through the date these financial statements were issued, and determined there were no subsequent events that required disclosure in our financial statements. In January 2021, we announced a corporate restructuring to reduce costs and focus our resources on Inbrija, which is our key strategic priority for 2021. As part of the restructuring, we reduced headcount by approximately 16% through a reduction in force (excluding the employees that transferred to Catalent at the closing of the sale of our Chelsea manufacturing operations). All of the reduction in personnel will take place in the first quarter of 2021. As a result, we expect to realize estimated annualized cost savings related to headcount reduction of approximately $6 million beginning in the second quarter of 2021. We estimate that we will incur approximately $3.2 million of pre-tax charges, substantially all of which will be cash expenditures, for severance and other employee separation-related costs in the first quarter of 2021. In January 2021, we entered into an At The Market (ATM) Offering Agreement with H.C. Wainwright & Co., LLC as sales agent. Pursuant to the ATM agreement, we may offer and sell shares of our common stock having an aggregate value of up to $15.25 million in an at-the-market offering, subject to a 3% sales commission payable to H.C. Wainwright. If we elect to use the ATM agreement, H.C. Wainwright would be obligated to use commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell shares in accordance with our instructions (including as to price, time or size limit or other parameters or conditions that we may impose). In February 2021, we completed the sale of our Chelsea, Massachusetts manufacturing operations to Catalent Pharma Solutions. Pursuant to the transaction, Catalent paid us $80 million in cash, plus an additional $2.3 million in cash for raw materials transferred, resulting in net proceeds to us of approximately $74 million after transaction fees and expenses and settlement of customary post-closing adjustments. In connection with the sale of the manufacturing operations, we entered into a long-term, global manufacturing services agreement with a Catalent affiliate for the supply of Inbrija. As part of the transaction, Catalent hired substantially all of our prior employees at the Chelsea facility as well as certain of our other employees at our Waltham, Massachusetts facility. We intend to use the net proceeds received from the transaction for general corporate purposes, subject to compliance with the terms of the 2024 notes, which may include funding capital expenditures and the repayment of indebtedness. Also, we expect to save approximately $10 million in annual operating expenses related to the operation of the manufacturing facility. See Note 7 for additional information on the assets classified as held for sale as of December 31, 2020 as a result of the transaction. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same amounts shown in the statement of cash flows: December 31, 2020 December 31, 2019 (In thousands) Beginning of period End of period Beginning of period End of period Cash and cash equivalents $ 62,085 $ 71,369 $ 293,564 $ 62,085 Restricted cash 12,836 12,917 532 12,836 Restricted cash-non current 30,270 18,609 255 30,270 Total Cash, cash equivalents and restricted cash per statement of cash flows $ 105,191 $ 102,895 $ 294,351 $ 105,191 |
Schedule of Major Classes of Inventory | The following table provides the major classes of inventory: (In thousands) December 31, 2020 December 31, 2019 Raw materials $ 3,434 $ 1,753 Work-in-progress 6,602 13,509 Finished goods 18,641 9,959 Total $ 28,677 $ 25,221 |
Disaggregation of Revenue | The following table disaggregates our revenue by major source (in thousands): Year ended December 31, Year ended December 31, (In thousands) 2020 2019 Revenues: Net product revenues: Ampyra $ 98,887 $ 164,850 Inbrija 24,233 15,303 Other 1,711 583 Total net product revenues 124,831 180,736 Milestone revenues 15,000 — Royalty revenues 13,136 11,672 Total net revenues $ 152,967 $ 192,408 |
Summary of Allowance for Cash Discounts | (in thousands) Cash discounts Balance at December 31, 2018 $ 395 Allowances for sales 2,722 Actual credits (2,705 ) Balance at December 31, 2019 $ 412 Allowances for sales 954 Actual credits (791 ) Balance at December 31, 2020 $ 575 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of ROU Assets and Lease Liabilities Related to Operating Leases | ROU assets and lease liabilities related to our operating leases are as follows: (In thousands) Balance Sheet Classification December 31, 2020 December 31, 2019 Right-of-use assets Right of use assets $ 18,481 $ 23,450 Current lease liabilities Current portion of lease liabilities 7,944 7,746 Non-current lease liabilities Non-current portion of lease liabilities 17,200 22,996 |
Components of Lease Costs | The components of lease costs were as follows: Year ended December 31, Year ended December 31, (In thousands) 2020 2019 Operating lease cost $ 7,066 $ 7,070 Variable lease cost 3,636 4,585 Short-term lease cost 1,653 1,417 Total lease cost $ 12,355 $ 13,072 |
Schedule of Future Minimum Commitments under all Non-Cancelable Operating Leases | Future minimum commitments under all non-cancelable operating leases are as follows: (In thousands) 2021 $ 7,944 2022 10,024 2023 3,097 2024 3,184 2025 3,266 Later years 1,328 Total lease payments 28,843 Less: Imputed interest (3,700 ) Present value of lease liabilities $ 25,143 |
Summary of Supplemental Cash Flow Information and Non-Cash Activity Related to Operating Leases | Supplemental cash flow information and non-cash activity related to our operating leases are as follows: (In thousands) December 31, 2020 December 31, 2019 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 7,769 $ 7,507 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ — $ 770 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | December 31, 2020 December 31, 2019 (Dollars In thousands) Estimated Remaining Useful Lives (Years) Cost Impairment Accumulated Amortization Foreign Currency Translation Net Carrying Amount Cost Accumulated Amortization Foreign Currency Translation Net Carrying Amount In-process research & development (1) Indefinite-lived $ 4,212 $ (4,131 ) $ — $ (81 ) $ — $ 4,300 $ — $ (88 ) $ 4,212 Inbrija (2) 12 423,000 — (56,400 ) — 366,600 423,000 (25,636 ) — 397,364 Website development costs 1 14,559 — (14,178 ) — 381 14,559 (13,806 ) — 753 $ 441,771 $ (4,131 ) $ (70,578 ) $ (81 ) $ 366,981 $ 441,859 $ (39,442 ) $ (88 ) $ 402,329 (1) Includes the fair value of BTT1023. (2) In December 2018, the Company received FDA approval for Inbrija and accordingly reclassified the indefinite lived intangible assets to definite lived intangible assets and began amortizating the assets upon launch in February 2019 |
Schedule of Estimated Future Amortization Expense for Intangible Assets | Estimated future amortization expense for intangible assets subsequent to December 31, 2020 is as follows: (In thousands) 2021 $ 31,023 2022 30,884 2023 30,764 2024 30,764 2025 30,764 Thereafter 212,782 $ 366,981 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Available-for-Sale Securities | The Company has determined that all of its investments are classified as available-for-sale. Available-for-sale debt securities are carried at fair value with interest on these investments included in interest income and are recorded based on quoted market prices. Available-for-sale investments consisted of the following at December 31, 2019: (In thousands) Amortized Cost Gross unrealized gains Gross unrealized losses Estimated fair value December 31, 2019 Commercial Paper $ 26,550 $ 19 $ — $ 26,569 Corporate Bonds 37,177 20 (12 ) 37,185 Total Short-term investments $ 63,727 $ 39 $ (12 ) $ 63,754 |
Schedule of Changes in Accumulated Other Comprehensive (Loss) Income | The changes in AOCI associated with the unrealized holding gains on available-for-sale investments during the year ended December 31, 2020, were as follows (in thousands): (In thousands) Net Unrealized Gains (Losses) on Short-term Investments Balance at December 31, 2019 $ 27 Other comprehensive loss before reclassifications: Amounts reclassified from accumulated other comprehensive loss — Net current period other comprehensive losses (27 ) Balance at December 31, 2020 $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following: (In thousands) December 31, 2020 December 31, 2019 Estimated useful lives used Machinery and equipment $ 2,569 $ 27,106 2-7 years Leasehold improvements 15,317 25,305 Lesser of useful life or remaining lease term Computer equipment 17,758 22,604 1-3 years Laboratory equipment 5,343 9,415 2-5 years Furniture and fixtures 2,129 2,260 4-7 years Construction in progress 171 120,313 43,287 207,003 Less accumulated depreciation (36,024 ) (64,476 ) $ 7,263 $ 142,527 |
Common Stock Options and Rest_2
Common Stock Options and Restricted Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Weighted Average Assumptions Using the Black-Scholes Option Pricing Model | The fair value of each option granted is estimated on the date of grant using the Black‑Scholes option‑pricing model with the following weighted average assumptions: Year ended December 31, 2020 2019 Employees and directors: Estimated volatility% 80.28 % 67.52 % Expected life in years 6.31 6.25 Risk free interest rate% 0.69 % 1.85 % Dividend yield — — |
Schedule of Share-based Compensation Expense | The following table summarizes share-based compensation expense included within the Company’s consolidated statements of operations: Year ended December 31, (In thousands) 2020 2019 Research and development $ 1,745 $ 2,812 Selling, general and administrative 6,020 10,814 Cost of sales 335 624 Total $ 8,100 $ 14,250 |
Schedule of Stock Option Activity | A summary of share‑based compensation activity for the year ended December 31, 2020 is presented below: Number of Shares (In Weighted Average Exercise Price Weighted Average Remaining Contractual Term Intrinsic Value (In thousands) Balance at December 31, 2019 1,746 $ 137.75 Granted 40 5.98 Forfeited and expired (454 ) 157.28 Exercised - - Balance at December 31, 2020 1,331 $ 127.13 5.0 $ 3 Vested and expected to vest at December 31, 2020 1,329 $ 127.29 5.0 $ 3 Vested and exercisable at December 31, 2020 1,100 $ 147.56 4.3 — |
Schedule of Stock Options Activity, By Exercise Price Range | Options Outstanding Options Exercisable Range of exercise price Outstanding as of December 31, 2020 (In thousands) Weighted- average remaining contractual life Weighted- average exercise price Exercisable as of December 31, 2020 (In thousands) Weighted- average exercise price $3.12 - $5.11 24 9.3 $ 4.73 9 $ 5.04 $5.25 - $14.46 340 8.3 14.27 170 $ 14.41 $15.30 - $146.10 280 4.9 108.32 239 $ 111.85 $146.70 - $182.76 306 3.2 167.72 300 $ 167.85 $182.94 - $263.46 382 3.4 216.51 382 $ 216.54 1,332 5.0 $ 127.13 1,100 $ 147.56 |
Schedule of Restricted Stock Activity | Restricted Stock Number of Shares (In thousands) Nonvested at December 31, 2019 71 Granted — Vested (27 ) Forfeited (13 ) Nonvested at December 31, 2020 31 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Senior Secured Notes due 2024 | |
Summary of Outstanding Note Balances | The outstanding 2024 Note balance as of December 31, 2020 consisted of the following: (In thousands) December 31, 2020 December 31, 2019 Liability component: Principal $ 207,000 $ 207,000 Less: debt discount and debt issuance costs, net (69,381 ) (80,028 ) Net carrying amount 137,619 126,972 Equity component $ 18,257 $ — Derivative liability-conversion Option $ 1,193 $ 59,409 |
Schedule of Interest Expense Recognized Related to the Notes | The following table sets forth total interest expense recognized related to the 2024 Notes for the years ended December 31, 2020 and 2019: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Contractual interest expense $ 12,420 $ 276 Amortization of debt issuance costs 798 15 Amortization of debt discount 10,430 216 Total interest expense $ 23,648 $ 507 |
Convertible Senior Notes due 2021 | |
Summary of Outstanding Note Balances | The outstanding 2021 Note balances as of December 31, 2020 and 2019 consisted of the following: (In thousands) December 31, 2020 December 31, 2019 Liability component: Principal $ 69,000 $ 69,000 Less: debt discount and debt issuance costs , net (1,029 ) (3,198 ) Net carrying amount 67,971 $ 65,802 Equity component $ 22,791 $ 22,791 |
Schedule of Interest Expense Recognized Related to the Notes | The following table sets forth total interest expense recognized related to the 2021 Notes for the years ended December 31, 2020 and 2019: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Contractual interest expense $ 1,208 $ 5,957 Amortization of debt issuance costs 201 944 Amortization of debt discount 1,968 9,258 Total interest expense $ 3,377 $ 16,159 |
Liability Related to Sale of _2
Liability Related to Sale of Future Royalties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Revenue Disclosure [Abstract] | |
Schedule of Activity Within Liability Related to Sale of Future Royalties | The following table shows the activity within the liability account for the years ended December 31, 2020 and December 2019. (In thousands) December 31, 2020 December 31, 2019 Liability related to sale of future royalties - beginning balance $ 24,401 $ 30,716 Deferred transaction costs amortized 401 639 Non-cash royalty revenue payable to HCRP (11,486 ) (10,271 ) Non-cash interest expense recognized 1,941 3,317 Liability related to sale of future royalties - ending balance $ 15,257 $ 24,401 |
Corporate Restructuring (Tables
Corporate Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Summary of Restructuring Costs | A summary of the restructuring costs for the years ended December 31, 2020 and 2019 is as follows: (In thousands) Restructuring Costs Restructuring Liability as of December 31, 2018 $ — 2019 Restructuring costs 4,401 2019 Payments (3,137 ) Restructuring Liability as of December 31, 2019 $ 1,264 2020 Restructuring costs 343 2020 Payments (1,607 ) Restructuring Liability as of December 31, 2020 $ — |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current liabilities | (In thousands) December 31, 2020 December 31, 2019 Product allowances accruals $ 14,969 $ 17,855 Bonus payable 8,615 3,211 Accrued inventory 1,678 — Sales force commissions and incentive payments payable 1,109 1,123 Administrative expenses 1,028 1,582 Vacation accrual 1,969 2,146 Research and development expense accruals 926 1,364 Commercial and marketing expense accruals 1,005 3,202 Royalties payable 727 580 Other accrued expenses 6,141 8,014 Total $ 38,167 $ 39,077 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Minimum Significant Contractual Obligations | Payments due by period (1) (3) (7) (In thousands) Total Less than 1 year 1-3 years 4-5 years Convertible Senior Notes (2) $ 325,108 $ 81,848 $ 24,840 $ 218,420 Research and development loans (4) 660 660 — — Operating leases (5) 27,516 7,944 13,122 6,450 Inventory purchase commitments (6) 2,756 2,756 — — Total $ 356,040 $ 93,208 $ 37,962 $ 224,870 (1) Excludes a liability for uncertain tax positions totaling $7.1 million. This liability has been excluded because the Company cannot currently make a reliable estimate of the period in which the liability will be payable, if ever. (2) Represents the future payments of principal and interest to be made on the convertible senior notes issued in June 2014 and convertible senior secured notes due 2024 issued in December 2019. The notes will mature and will be payable on June 15, 2021 and December 31, 2024, respectively. See Note 9. (3) Excludes a liability for the non-convertible capital loans totaling $26.6 million. The non-convertible capital loans have a stated maturity of less than one year. However, the repayment of the non-convertible capital loans and payment of accrued interest thereon are governed by a restrictive condition, according to which the loan principal may only be repaid if Biotie’s consolidated restricted equity is fully covered. Accrued interest may only be paid if Biotie, including its subsidiaries, has sufficient funds for profit distribution as of the most recently ended fiscal year. Interest accrues in the interim. This liability has been excluded because the Company cannot currently make a reliable estimate of the period in which the liability will be payable, if ever. (4) Represents the future principal payments on the R&D loans acquired with Biotie. The repayment is made in equal annual installment with last payment due in January 2021. See Note 9. (5) Represents payments for the operating leases of the Company’s Ardsley, NY headquarters, the Company’s lab and office space in Waltham, MA, and excludes field auto leases which are for a one year term. See Note 3. (6) Represents Ampyra and Inbrija inventory purchase commitments. The Ampyra inventory commitment is an estimate as the price paid for Ampyra inventory is based on a percentage of the net product sales during the quarter Alkermes ships inventory to us. Under our supply agreement with Alkermes, we provide Alkermes with monthly written 18-month forecasts, and with annual written five-year forecasts for our supply requirements of Ampyra. In each of the three months for Ampyra following the submission of our written 18-month forecast we are obligated to purchase the quantity specified in the forecast, even if our actual requirements are greater or less. We have agreed to purchase at least 75 % of our annual requirements of Ampyra from Alkermes, unless Alkermes is unable or unwilling to meet its requirements, for a percentage of net product sales and the quantity of product shipped by Alkermes to us. (7) Pursuant to the UCB Termination and Transition Agreement, Biotie is required to pay up to $4.1 million (€ 3.9 million) to UCB. The amount that will be paid will be determined based on a percentage of future consideration Biotie will receive from tozadenant. The liability is excluded as the Company cannot currently estimate the period in which the liability will be payable, if ever. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. (In thousands) Level 1 Level 2 Level 3 2020 Assets Carried at Fair Value: Money market funds $ 36,693 $ — $ — Commercial paper — — — Corporate bonds — — — Liabilities Carried at Fair Value: Acquired contingent consideration — — 48,200 Derivative liability - conversion option — — 1,193 2019 Assets Carried at Fair Value: Money market funds $ 2,219 $ — $ — Commercial paper $ — 26,569 $ — Corporate bonds — 37,185 — Liabilities Carried at Fair Value: Acquired contingent consideration — — 80,300 Derivative liability - conversion option — — 59,409 |
Contingent Consideration Liability | |
Schedule of Contingent Liabilities | The following table presents additional information about assets and/or liabilities measured at fair value on a recurring basis and for which the Company utilizes Level 3 inputs to determine fair value. (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Acquired contingent consideration: Balance, beginning of period $ 80,300 $ 168,000 Fair value change to contingent consideration (unrealized) included in the statement of operations (30,889 ) (86,935 ) Royalty payments (1,211 ) (765 ) Balance, end of period $ 48,200 $ 80,300 |
Derivative Liability-Conversion Option | |
Schedule of Fair Value Reconciliation of Derivative Liabilities | The following table represents a reconciliation of the derivative liability recorded in connection with the issuance of the convertible senior secured notes due 2024: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Derivative Liability-Conversion Option Balance, beginning of period $ 59,409 $ — Fair value recognized upon issuance of Convertible Senior Notes — 59,409 Fair value adjustment (39,959 ) — Fair value reclassification to sharesholder's equity (18,257 ) — Balance, end of period $ 1,193 $ 59,409 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of (Loss) Income Before Income Taxes | The domestic and foreign components of (loss) income before income taxes were as follows: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Domestic $ (112,371 ) $ (182,816 ) Foreign 4,704 (91,432 ) Total $ (107,667 ) $ (274,248 ) |
Schedule of Benefit from Income Taxes | The benefit (expense) from income taxes in 2020 and 2019 consists of current and deferred federal, state and foreign taxes as follows: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Current: Federal $ 11,770 $ — State (184 ) (621 ) Foreign (65 ) (75 ) 11,521 (696 ) Deferred: Federal (478 ) 888 State (3,896 ) 1,090 Foreign 926 — (3,448 ) 1,978 Total benefit from income taxes $ 8,073 $ 1,282 |
Schedule of Reconciliation of the Statutory U.S. Federal Income Tax Rate to the Entity's Effective Income Tax Rate | The reconciliation of the statutory U.S. federal income tax rate to the Company’s effective income tax rate is as follows: Year ended December 31, 2020 Year ended December 31, 2019 U.S. federal statutory tax rate 21.0 % 21.0 % State and local income taxes (3.0 )% 0.1 % Stock option compensation 0.3 % — Stock option shortfall (5.8 )% (0.8 )% Research and development and orphan drug credits (0.4 )% — Uncertain tax positions 0.1 % — Other nondeductible and permanent differences (2.5 )% (0.1 )% Cancellation of debt Income — 2.9 % Goodwill impairment — (21.2 )% Valuation allowance, net of foreign tax rate differential (7.6 )% (35.1 )% NOL write-off — — Federal return to provision differences — 33.7 % Tax effect of NOL carryback - CARES Act 5.4 % — Effective income tax rate 7.5 % 0.5 % |
Schedule of Deferred Tax Assets and Liabilities | The components of the deferred tax assets and liabilities are as follows: (In thousands) December 31, 2020 December 31, 2019 Deferred tax assets: Net operating loss carryforward $ 61,774 $ 69,756 Capital loss carryforward 106,371 106,031 Tax credits 33,577 14,351 Stock based compensation 17,454 23,009 Contingent consideration 11,975 18,457 Employee compensation 2,638 1,329 Rebate and returns reserve 3,339 3,584 Capitalized R&D 11,564 10,576 Derivative liability 296 14,696 Asset impairment 14,384 — Other 9,651 15,827 Total deferred tax assets $ 273,023 $ 277,616 Valuation allowance (186,491 ) (177,572 ) Total deferred tax assets net of valuation allowance $ 86,532 $ 100,044 Deferred tax liabilities: Intangible assets (88,547 ) (89,629 ) Convertible debt (16,227 ) (19,242 ) Depreciation (803 ) (583 ) Other (72 ) (171 ) Total deferred tax liabilities $ (105,649 ) $ (109,625 ) Net deferred tax liability $ (19,117 ) $ (9,581 ) |
Schedule of Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits | The beginning and ending amounts of unrecognized tax benefits reconciles as follows: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Beginning of period balance $ 7,145 $ 7,258 Increases for tax positions taken during a prior period — — Decreases for tax positions taken during a prior period (52 ) (113 ) Increases for tax positions taken during the current period — — $ 7,093 $ 7,145 |
Reconciliation of Beginning and Ending Amounts of Valuation Allowances | The beginning and ending amounts of valuation allowances reconcile as follows: Balance at Balance at (In thousands) Beginning of Period Additions Deductions End of Period Valuation allowance for deferred tax assets: Year ended December 31, 2019 $ 71,570 110,962 (4,960 ) $ 177,572 Year ended December 31, 2020 $ 177,572 8,964 (45 ) $ 186,491 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Share | The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2020 and 2019: (In thousands, except per share data) Year ended December 31, 2020 Year ended December 31, 2019 Basic and diluted Net loss $ (99,594 ) $ (272,966 ) Weighted average common shares outstanding used in computing net loss per share—basic 8,084 7,927 Plus: net effect of dilutive stock options and unvested restricted common shares — — Weighted average common shares outstanding used in computing net loss per share—diluted 8,084 7,927 Net loss per share—basic $ (12.32 ) $ (34.43 ) Net loss per share—diluted $ (12.32 ) $ (34.43 ) |
Schedule of Anti-dilutive Securities Excluded from Calculation of Net Income per Diluted Share | The following amounts were not included in the calculation of net income per diluted share because their effects were anti-dilutive: (In thousands) Year ended December 31, 2020 Year ended December 31, 2019 Denominator Stock options and restricted common shares 1,356 1,376 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | Oct. 01, 2017USD ($) | Feb. 28, 2021USD ($) | Jan. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)CustomerSegmentshares | Dec. 31, 2019USD ($)CustomerSegmentshares | Dec. 31, 2018Customer | Sep. 30, 2020shares | Sep. 17, 2020shares |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||||||||
Reverse stock split, description | 1-for-6 reverse stock split | |||||||||||
Stockholders' equity note, stock split, conversion ratio | 0.167 | |||||||||||
Common stock, Authorized shares | shares | 61,666,666 | 13,333,333 | 61,666,666 | 61,666,666 | ||||||||
Restricted Cash | ||||||||||||
Investments | $ 0 | |||||||||||
Other Comprehensive Income (Loss) | ||||||||||||
Foreign currency translation adjustment, Tax | 0 | $ 0 | ||||||||||
Foreign currency translation adjustment | (1,607,000) | (4,118,000) | ||||||||||
Charge for excess and obsolete inventory | $ 0 | 0 | ||||||||||
Goodwill | ||||||||||||
Goodwill impairment | 277,600,000 | |||||||||||
Allowance for Cash Discounts | ||||||||||||
Time period needed typically to settle cash discounts | 34 days | |||||||||||
Allowance for cash discounts | $ 1,000,000 | 2,700,000 | ||||||||||
Reserve for allowance for cash discounts | 600,000 | 400,000 | ||||||||||
Allowance for Doubtful Accounts | ||||||||||||
Allowance for doubtful accounts, provisions | 0 | 0 | ||||||||||
Allowance for doubtful accounts, write-offs | 0 | 0 | ||||||||||
Allowance related to chargebacks | 2,300,000 | 6,500,000 | ||||||||||
Payment related to chargebacks | 2,000,000 | 8,500,000 | ||||||||||
Reserve for chargebacks allowance | $ 500,000 | $ 200,000 | ||||||||||
Segment and Geographic Information | ||||||||||||
Number of operating segments | Segment | 1 | 1 | ||||||||||
Number of reportable operating segments | Segment | 1 | 1 | ||||||||||
Cash and cash equivalents | $ 71,400,000 | $ 125,800,000 | ||||||||||
Net loss | $ (99,594,000) | $ (272,966,000) | ||||||||||
Subsequent Event | ||||||||||||
Segment and Geographic Information | ||||||||||||
Expected saving in operating expenses | $ 10,000,000 | |||||||||||
Subsequent Event | ATM | ||||||||||||
Segment and Geographic Information | ||||||||||||
Stock issued during period, value, new issues | $ 15,250,000 | |||||||||||
Subsequent Event | H C Wainwright And Co | ||||||||||||
Segment and Geographic Information | ||||||||||||
Agent commission percentage | 3.00% | |||||||||||
Subsequent Event | Catalent Pharma Solutions | ||||||||||||
Segment and Geographic Information | ||||||||||||
Proceeds from divestiture of businesses | 74,000,000 | |||||||||||
Proceeds from businesses | 80,000,000 | |||||||||||
Raw materials transferred | $ 2,300,000 | |||||||||||
Forecast | ||||||||||||
Segment and Geographic Information | ||||||||||||
Reduction in headcount | 16.00% | |||||||||||
Estimated annualized cost savings | $ 6,000,000 | |||||||||||
Pretax charges | $ 3,200,000 | |||||||||||
Product revenue | ||||||||||||
Non-Cash Interest Expense on Liability Related to Sale of Future Royalties | ||||||||||||
Number of customers | Customer | 4 | 4 | 4 | |||||||||
Accounts receivable | ||||||||||||
Non-Cash Interest Expense on Liability Related to Sale of Future Royalties | ||||||||||||
Number of customers | Customer | 3 | 4 | ||||||||||
Customers | Product revenue | ||||||||||||
Non-Cash Interest Expense on Liability Related to Sale of Future Royalties | ||||||||||||
Concentration risk, percentage | 90.00% | |||||||||||
Customers | Accounts receivable | ||||||||||||
Non-Cash Interest Expense on Liability Related to Sale of Future Royalties | ||||||||||||
Concentration risk, percentage | 84.00% | 91.00% | ||||||||||
License Revenue | ||||||||||||
Non-Cash Interest Expense on Liability Related to Sale of Future Royalties | ||||||||||||
Revenue related to milestones | $ 0 | $ 0 | ||||||||||
Royalty Agreement | ||||||||||||
Non-Cash Interest Expense on Liability Related to Sale of Future Royalties | ||||||||||||
Non cash royalty payment received | $ 40,000,000 | |||||||||||
Estimated effective annual interest rate | 15.00% | |||||||||||
IPR&D | ||||||||||||
Goodwill | ||||||||||||
Fair value of the IPR&D asset | $ 0 | $ 0 | ||||||||||
Carrying value of the asset | $ 4,100,000 | 4,100,000 | ||||||||||
Impairment charge | $ 4,100,000 | |||||||||||
Minimum | ||||||||||||
Property and Equipment | ||||||||||||
Estimated useful lives | 1 year | |||||||||||
Non-Cash Interest Expense on Liability Related to Sale of Future Royalties | ||||||||||||
Product revenue payment term | 30 days | |||||||||||
Minimum | Supply agreement | Alkermes License Agreement | ||||||||||||
Non-Cash Interest Expense on Liability Related to Sale of Future Royalties | ||||||||||||
Compensatory Payments Purchase Requirements Threshold Percentage | 75.00% | |||||||||||
Maximum | ||||||||||||
Property and Equipment | ||||||||||||
Estimated useful lives | 7 years | |||||||||||
Non-Cash Interest Expense on Liability Related to Sale of Future Royalties | ||||||||||||
Product revenue payment term | 35 days | |||||||||||
Maximum | Supply agreement | Alkermes License Agreement | ||||||||||||
Non-Cash Interest Expense on Liability Related to Sale of Future Royalties | ||||||||||||
Compensatory Payments Purchase Requirements Threshold Percentage | 100.00% | |||||||||||
Maximum | Supply agreement | Patheon Inc Second Manufacturing agreement | ||||||||||||
Non-Cash Interest Expense on Liability Related to Sale of Future Royalties | ||||||||||||
Compensatory Payments Purchase Requirements Threshold Percentage | 25.00% | |||||||||||
Chelsea, Massachusetts | ||||||||||||
Segment and Geographic Information | ||||||||||||
Proceeds from divestiture of businesses | $ 74,000,000 | |||||||||||
Cost of Goods Sold | Chelsea, Massachusetts | ||||||||||||
Other Comprehensive Income (Loss) | ||||||||||||
Idle capacity charge | 6,300,000 | $ 700,000 | ||||||||||
Letters of Credit | ||||||||||||
Restricted Cash | ||||||||||||
Restricted Cash and Cash Equivalents | 300,000 | |||||||||||
Restricted Cash - Non Current | ||||||||||||
Restricted Cash | ||||||||||||
Escrow account for interest payments | $ 18,400,000 | |||||||||||
Previously Reported | ||||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||||||||
Common stock, Authorized shares | shares | 80,000,000 | 370,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 71,369 | $ 62,085 | $ 293,564 |
Restricted cash | 12,917 | 12,836 | 532 |
Restricted cash-non current | 18,609 | 30,270 | 255 |
Total Cash, cash equivalents and restricted cash per statement of cash flows | $ 102,895 | $ 105,191 | $ 294,351 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Major Classes of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 3,434 | $ 1,753 |
Work-in-progress | 6,602 | 13,509 |
Finished goods | 18,641 | 9,959 |
Total | $ 28,677 | $ 25,221 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Total net revenues | $ 152,967 | $ 192,408 |
Ampyra | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenues | 98,887 | 164,850 |
Inbrija | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenues | 24,233 | 15,303 |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenues | 1,711 | 583 |
Net Product Revenues | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenues | 124,831 | 180,736 |
Milestone Revenues | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenues | 15,000 | |
Royalty Revenues | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenues | $ 13,136 | $ 11,672 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Allowance for Cash Discounts (Details) - Cash discounts - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning balance | $ 412 | $ 395 |
Allowances for sales | 954 | 2,722 |
Actual credits | (791) | (2,705) |
Ending balance | $ 575 | $ 412 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2020USD ($)Item | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018ft² | Dec. 31, 2017USD ($) | Oct. 31, 2016USD ($)ft² | Dec. 31, 2014ft² | Jun. 30, 2011ft² | |
Operating Lease Information | ||||||||
ROU assets | $ 18,481 | $ 23,450 | ||||||
Lease liabilities | $ 25,143 | |||||||
Operating lease description | Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. Our leases have remaining lease terms of 1.5 years to 6 years, some of which include options to extend the lease term for up to 15 years, and some of which include options to terminate the lease within 1.5 years. | |||||||
Operating lease renewal option | true | |||||||
Operating lease termination option | true | |||||||
Termination option period | 1 year 6 months | |||||||
Operating lease renewal term, description | one or more options to renew, with renewal options ranging from 5 to 15 years | |||||||
Operating lease termination option | One of our leases also includes an option to early terminate the lease within 1.5 years | |||||||
Operating lease weighted-average remaining lease term | 3 years 8 months 12 days | |||||||
Operating lease weighted-average discount rate | 7.15% | |||||||
Ardsley, New York | Office and Laboratory Space | ||||||||
Operating Lease Information | ||||||||
Operating lease renewal option | true | |||||||
Lease option to extend term | 5 years | |||||||
Operating lease termination option | true | |||||||
Termination option period | 10 years | |||||||
Operating lease renewal term, description | The Company has options to extend the term of the lease for three additional five-year period | |||||||
Operating lease termination option | Company has an option to terminate the lease after 10 years subject to payment of an early termination fee | |||||||
Lease term | 15 years | |||||||
Area of leased property | ft² | 138,000 | |||||||
Additional Lease Option Rights Exercised (In Square Feet) | ft² | 25,405 | |||||||
Number of additional periods | Item | 3 | |||||||
Base rent | $ 4,900 | |||||||
Annual rent increase percentage | 2.50% | |||||||
Chelsea, Massachusetts | Manufacturing Facility | Civitas Therapeutics | ||||||||
Operating Lease Information | ||||||||
Lease option to extend term | 5 years | |||||||
Number of additional periods | Item | 2 | |||||||
Base rent | $ 1,700 | $ 400 | ||||||
Annual rent increase percentage | 2.50% | 3.00% | ||||||
Lease expiration date | Dec. 31, 2025 | |||||||
Waltham, MA | Office and Laboratory Space | ||||||||
Operating Lease Information | ||||||||
Lease term | 10 years | |||||||
Area of leased property | ft² | 26,000 | |||||||
Base rent | $ 1,100 | |||||||
Minimum | ||||||||
Operating Lease Information | ||||||||
Operating lease remaining lease term | 1 year 6 months | |||||||
Operating lease renewal term | 5 years | |||||||
Minimum | Chelsea, Massachusetts | Manufacturing Facility | ||||||||
Operating Lease Information | ||||||||
Area of leased property | ft² | 90,000 | |||||||
Maximum | ||||||||
Operating Lease Information | ||||||||
Operating lease remaining lease term | 6 years | |||||||
Lease option to extend term | 15 years | |||||||
Termination option period | 1 year 6 months | |||||||
Operating lease renewal term | 15 years | |||||||
Maximum | Chelsea, Massachusetts | Manufacturing Facility | ||||||||
Operating Lease Information | ||||||||
Area of leased property | ft² | 95,000 | |||||||
ASU 2016-02, ''Leases'' Topic 842 | ||||||||
Operating Lease Information | ||||||||
ROU assets | $ 28,000 | |||||||
Lease liabilities | $ 35,100 |
Leases - Schedule of ROU Assets
Leases - Schedule of ROU Assets and Lease Liabilities Related to Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Right-of-use assets | $ 18,481 | $ 23,450 |
Current lease liabilities | 7,944 | 7,746 |
Non-current lease liabilities | $ 17,200 | $ 22,996 |
Leases - Components of Lease Co
Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 7,066 | $ 7,070 |
Variable lease cost | 3,636 | 4,585 |
Short-term lease cost | 1,653 | 1,417 |
Total lease cost | $ 12,355 | $ 13,072 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Commitments under all Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 7,944 |
2022 | 10,024 |
2023 | 3,097 |
2024 | 3,184 |
2025 | 3,266 |
Later years | 1,328 |
Total lease payments | 28,843 |
Less: Imputed interest | (3,700) |
Present value of lease liabilities | $ 25,143 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information and Non-Cash Activity Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating cash flow information: | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 7,769 | $ 7,507 |
Non-cash activity: | ||
Right-of-use assets obtained in exchange for lease obligations | $ 770 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020USD ($) | Jan. 31, 2010USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)Item | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Intangible Assets | ||||||
Amortization expense of intangible assets including website development | $ 31,100 | $ 26,200 | ||||
Amortization expense of intangible assets | 30,763 | 25,636 | ||||
Amortization expense of website development | $ 400 | 600 | ||||
Weighted-average remaining useful lives of all amortizable assets | 12 years | |||||
Goodwill impairment | 277,600 | |||||
Ampyra CSRO royalty buyout | ||||||
Intangible Assets | ||||||
Finite-lived intangible asset, Cost | $ 3,000 | |||||
IPR&D | ||||||
Intangible Assets | ||||||
Indefinite-lived intangible asset, Cost | $ 4,212 | 4,300 | ||||
Fair value of the IPR&D asset | $ 0 | $ 0 | ||||
Carrying value of the asset | $ 4,100 | 4,100 | ||||
Impairment charge | $ 4,100 | |||||
Inbrija | ||||||
Intangible Assets | ||||||
Amortization expense of intangible assets | $ 30,700 | $ 25,600 | ||||
Inbrija | IPR&D | ||||||
Intangible Assets | ||||||
Indefinite-lived intangible asset, Cost | $ 423,000 | |||||
Ampyra | Alkermes License Agreement | ||||||
Intangible Assets | ||||||
Number of milestone payments | Item | 2 | |||||
Milestone payments made under agreement | 2,500 | |||||
Additional payments based on the successful achievement of future regulatory or sales milestones | $ 2,500 | |||||
Period for milestone payment | 2 years | |||||
Aggregate milestone payments made under agreement | $ 5,750 | |||||
Ampyra | Rush Agreement | ||||||
Intangible Assets | ||||||
Milestone payments made under agreement | $ 800 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets | ||
Indefinite-lived intangible asset, Impairment | $ (4,131) | |
Finite-lived intangible asset, Accumulated Amortization | (70,578) | $ (39,442) |
Finite-lived intangible asset, Net Carrying Amount | 366,981 | |
Intangible asset, Cost | 441,771 | 441,859 |
Intangible asset, Foreign Currency Translation Adjustments | (81) | (88) |
Intangible asset, Net Carrying Amount | 366,981 | 402,329 |
Inbrija | ||
Intangible Assets | ||
Finite-lived intangible asset, Accumulated Amortization | $ (56,400) | (25,636) |
Estimated Remaining Useful Lives (Years) | 12 years | |
Finite-lived intangible asset, Cost | $ 423,000 | 423,000 |
Finite-lived intangible asset, Net Carrying Amount | 366,600 | 397,364 |
Website development costs | ||
Intangible Assets | ||
Finite-lived intangible asset, Accumulated Amortization | $ (14,178) | (13,806) |
Estimated Remaining Useful Lives (Years) | 1 year | |
Finite-lived intangible asset, Cost | $ 14,559 | 14,559 |
Finite-lived intangible asset, Net Carrying Amount | 381 | 753 |
IPR&D | ||
Intangible Assets | ||
Indefinite-lived intangible asset, Cost | 4,212 | 4,300 |
Indefinite-lived intangible asset, Impairment | (4,131) | |
Indefinite-lived intangible assets, Foreign Currency Translation | $ (81) | (88) |
Indefinite-lived intangible assets, Net Carrying Amount | $ 4,212 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Estimated Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Estimated future amortization expense | |
2021 | $ 31,023 |
2022 | 30,884 |
2023 | 30,764 |
2024 | 30,764 |
2025 | 30,764 |
Thereafter | 212,782 |
Finite-lived intangible asset, Net Carrying Amount | $ 366,981 |
Investments - Schedule of Avail
Investments - Schedule of Available-for-Sale Securities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | $ 63,727 |
Gross unrealized gains | 39 |
Gross unrealized losses | (12) |
Estimated fair value | 63,754 |
Commercial Paper | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 26,550 |
Gross unrealized gains | 19 |
Estimated fair value | 26,569 |
Corporate Bonds | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 37,177 |
Gross unrealized gains | 20 |
Gross unrealized losses | (12) |
Estimated fair value | $ 37,185 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Available For Sale Securities [Line Items] | ||
Long-term investments | $ 0 | $ 0 |
Short-term investments | 0 | 63,754,000 |
Cash and cash equivalents | 71,400,000 | 125,800,000 |
Short-term Investments | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | 36,700,000 | 2,200,000 |
Fair value of short-term investments in an unrealized loss position | $ 0 | $ 25,500,000 |
Investments - Schedule of Chang
Investments - Schedule of Changes in Accumulated Other Comprehensive (loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance at December 31, 2019 | $ (1,169) | |
Other comprehensive income (loss), net of tax | (1,634) | $ (3,975) |
Balance at December 31, 2020 | (2,803) | (1,169) |
Net Unrealized Gains (Losses) on Marketable Securities | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance at December 31, 2019 | 27 | |
Other comprehensive income (loss), net of tax | $ (27) | |
Balance at December 31, 2020 | $ 27 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment | ||
Property and equipment | $ 43,287 | $ 207,003 |
Less accumulated depreciation | (36,024) | (64,476) |
Property and equipment, net | $ 7,263 | 142,527 |
Minimum | ||
Property and Equipment | ||
Estimated useful lives used | 1 year | |
Maximum | ||
Property and Equipment | ||
Estimated useful lives used | 7 years | |
Machinery and equipment | ||
Property and Equipment | ||
Property and equipment | $ 2,569 | 27,106 |
Machinery and equipment | Minimum | ||
Property and Equipment | ||
Estimated useful lives used | 2 years | |
Machinery and equipment | Maximum | ||
Property and Equipment | ||
Estimated useful lives used | 7 years | |
Leasehold improvements | ||
Property and Equipment | ||
Property and equipment | $ 15,317 | 25,305 |
Estimated useful lives used | Lesser of useful life or remaining lease term | |
Computer equipment | ||
Property and Equipment | ||
Property and equipment | $ 17,758 | 22,604 |
Computer equipment | Minimum | ||
Property and Equipment | ||
Estimated useful lives used | 1 year | |
Computer equipment | Maximum | ||
Property and Equipment | ||
Estimated useful lives used | 3 years | |
Laboratory equipment | ||
Property and Equipment | ||
Property and equipment | $ 5,343 | 9,415 |
Laboratory equipment | Minimum | ||
Property and Equipment | ||
Estimated useful lives used | 2 years | |
Laboratory equipment | Maximum | ||
Property and Equipment | ||
Estimated useful lives used | 5 years | |
Furniture and fixtures | ||
Property and Equipment | ||
Property and equipment | $ 2,129 | 2,260 |
Furniture and fixtures | Minimum | ||
Property and Equipment | ||
Estimated useful lives used | 4 years | |
Furniture and fixtures | Maximum | ||
Property and Equipment | ||
Estimated useful lives used | 7 years | |
Construction In Progress | ||
Property and Equipment | ||
Property and equipment | $ 171 | $ 120,313 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 10.2 | $ 8.4 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jan. 12, 2021 | Dec. 31, 2020 | |
Long Lived Assets Held For Sale [Line Items] | ||
estimated fair value of assets held for sale | $ 71,800,000 | |
Carrying Value of the Assets Held For Sale | 129,700,000 | |
Prepaid Expenses | ||
Long Lived Assets Held For Sale [Line Items] | ||
Carrying Value of the Assets Held For Sale | 100,000 | |
Property and Equipment | ||
Long Lived Assets Held For Sale [Line Items] | ||
Carrying Value of the Assets Held For Sale | 129,600,000 | |
Subsequent Event | ||
Long Lived Assets Held For Sale [Line Items] | ||
Transaction Closed Date | Feb. 10, 2021 | |
Chelsea, Massachusetts | Catalent Member | Subsequent Event | ||
Long Lived Assets Held For Sale [Line Items] | ||
Purchase price of assets related to manufacturing activities | $ 80,000,000 | |
Additional raw materials purchase price | $ 2,300,000 | |
Manufacturing Facility | ||
Long Lived Assets Held For Sale [Line Items] | ||
loss on assets held for sale | $ 57,900 |
Common Stock Options and Rest_3
Common Stock Options and Restricted Stock - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2020shares | Sep. 17, 2020shares | Jun. 19, 2019$ / sharesshares | Apr. 14, 2016shares | |
Share-based compensation expense | ||||||
Reverse stock split, description | 1-for-6 reverse stock split | |||||
Stockholders' equity note, stock split, conversion ratio | 0.167 | |||||
Common stock, Authorized shares | 61,666,666 | 13,333,333 | 61,666,666 | 61,666,666 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||
Options granted (in shares) | 40,000 | |||||
Weighted average exercise price | $ / shares | $ 127.13 | $ 137.75 | ||||
Share-based compensation expense recognized | $ | $ 8,100 | $ 14,250 | ||||
Total unrecognized compensation costs related to unvested stock options and restricted stock awards that the company expects to recognize | $ | $ 4,800 | |||||
Weighted average period | 1 year 2 months 12 days | |||||
Stock Options | Employees and Directors | ||||||
Share-based compensation expense | ||||||
Weighted average fair value of options granted (in dollars per share) | $ / shares | $ 3.95 | $ 15.34 | ||||
Options granted (in shares) | 39,940 | |||||
Weighted average exercise price | $ / shares | $ 5.98 | |||||
Total compensation charge to be recognized over service period | $ | $ 100 | |||||
Share-based compensation expense recognized | $ | $ 40 | |||||
Stock Options | Non Employee | ||||||
Share-based compensation expense | ||||||
Options granted (in shares) | 0 | 0 | ||||
Stock Options and Restricted Stock Awards | ||||||
Share-based compensation expense | ||||||
Compensation costs capitalized in inventory balances | $ | $ 300 | |||||
Stock Options and Restricted Stock Awards | Employees and Directors | ||||||
Share-based compensation expense | ||||||
Share-based compensation expense recognized | $ | $ 8,100 | $ 14,300 | ||||
The 2006 Plan | ||||||
Share-based compensation expense | ||||||
Expiration period | 10 years | |||||
Number of shares authorized for issuance | 2,485,342 | |||||
Annual automatic increase in common stock available for issuance (as a percent) | 4.00% | |||||
Aggregate restricted stock granted (in shares) | 1,955,881 | |||||
Remaining restricted stock subject to outstanding options (in shares) | 532,313 | |||||
The 2015 Plan | ||||||
Share-based compensation expense | ||||||
Expiration period | 10 years | |||||
Number of shares authorized for issuance | 1,350,000 | |||||
Aggregate restricted stock granted (in shares) | 1,167,164 | |||||
Remaining restricted stock subject to outstanding options (in shares) | 789,918 | |||||
The 2016 Plan | ||||||
Share-based compensation expense | ||||||
Number of shares authorized for issuance | 61,170 | |||||
Aggregate restricted stock granted (in shares) | 17,979 | |||||
Remaining restricted stock subject to outstanding options (in shares) | 0 | |||||
The 2019 ESPP Plan | ||||||
Share-based compensation expense | ||||||
Common stock, Authorized shares | 250,000 | 250,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||
Previously Reported | ||||||
Share-based compensation expense | ||||||
Common stock, Authorized shares | 80,000,000 | 370,000,000 |
Common Stock Options and Rest_4
Common Stock Options and Restricted Stock - Schedule of Weighted Average Assumptions Using the Black-Scholes Option Pricing Model (Details) - Stock Options | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Estimated volatility (as a percent) | 80.28% | 67.52% |
Expected life | 6 years 3 months 21 days | 6 years 3 months |
Risk free interest rate (as a percent) | 0.69% | 1.85% |
Common Stock Options and Rest_5
Common Stock Options and Restricted Stock - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense recognized | $ 8,100 | $ 14,250 |
Research and development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense recognized | 1,745 | 2,812 |
Selling, general and administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense recognized | 6,020 | 10,814 |
Cost of sales | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense recognized | $ 335 | $ 624 |
Common Stock Options and Rest_6
Common Stock Options and Restricted Stock - Schedule of Stock Options Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Stock Option Activity | |
Beginning balance (in shares) | shares | 1,746 |
Granted (in shares) | shares | 40 |
Forfeited and expired (in shares) | shares | (454) |
Ending balance (in shares) | shares | 1,331 |
Vested and expected to vest at the end of the period | shares | 1,329 |
Vested and exercisable at the end of the period | shares | 1,100 |
Weighted Average Exercise Price | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 137.75 |
Granted (in dollars per share) | $ / shares | 5.98 |
Forfeited and expired (in dollars per share) | $ / shares | 157.28 |
Balance at the end of the period (in dollars per share) | $ / shares | 127.13 |
Vested and expected to vest at the end of the period (in dollars per share) | $ / shares | 127.29 |
Vested and exercisable at the end of the period (in dollars per share) | $ / shares | $ 147.56 |
Weighted Average Remaining Contractual Term | |
Balance at the end of the period | 5 years |
Vested and expected to vest at the end of the period | 5 years |
Vested and exercisable at the end of the period | 4 years 3 months 18 days |
Intrinsic Value | |
Balance at the end of the period | $ | $ 3 |
Vested and expected to vest at the end of the period | $ | $ 3 |
Common Stock Options and Rest_7
Common Stock Options and Restricted Stock - Schedule of Stock Options Activity, By Exercise Price Range (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Options Outstanding | |
Outstanding ending balance (in shares) | shares | 1,332 |
Weighted-average remaining contractual life | 5 years |
Weighted-average exercise price (in dollars per share) | $ 127.13 |
Options Exercisable | |
Exercisable ending balance (in shares) | shares | 1,100 |
Weighted-average exercise price (In dollars per share) | $ 147.56 |
Range $3.12 - $5.11 | |
Range of Exercise Price | |
Stock option, exercise price range, lower limit (in dollars per share) | 3.12 |
Stock option, exercise price range, upper limit (in dollars per share) | $ 5.11 |
Options Outstanding | |
Outstanding ending balance (in shares) | shares | 24 |
Weighted-average remaining contractual life | 9 years 3 months 18 days |
Weighted-average exercise price (in dollars per share) | $ 4.73 |
Options Exercisable | |
Exercisable ending balance (in shares) | shares | 9 |
Weighted-average exercise price (In dollars per share) | $ 5.04 |
Range $5.25 - $14.46 | |
Range of Exercise Price | |
Stock option, exercise price range, lower limit (in dollars per share) | 5.25 |
Stock option, exercise price range, upper limit (in dollars per share) | $ 14.46 |
Options Outstanding | |
Outstanding ending balance (in shares) | shares | 340 |
Weighted-average remaining contractual life | 8 years 3 months 18 days |
Weighted-average exercise price (in dollars per share) | $ 14.27 |
Options Exercisable | |
Exercisable ending balance (in shares) | shares | 170 |
Weighted-average exercise price (In dollars per share) | $ 14.41 |
Range $15.30 - $146.10 | |
Range of Exercise Price | |
Stock option, exercise price range, lower limit (in dollars per share) | 15.30 |
Stock option, exercise price range, upper limit (in dollars per share) | $ 146.10 |
Options Outstanding | |
Outstanding ending balance (in shares) | shares | 280 |
Weighted-average remaining contractual life | 4 years 10 months 24 days |
Weighted-average exercise price (in dollars per share) | $ 108.32 |
Options Exercisable | |
Exercisable ending balance (in shares) | shares | 239 |
Weighted-average exercise price (In dollars per share) | $ 111.85 |
Range $146.70 - $182.76 | |
Range of Exercise Price | |
Stock option, exercise price range, lower limit (in dollars per share) | 146.70 |
Stock option, exercise price range, upper limit (in dollars per share) | $ 182.76 |
Options Outstanding | |
Outstanding ending balance (in shares) | shares | 306 |
Weighted-average remaining contractual life | 3 years 2 months 12 days |
Weighted-average exercise price (in dollars per share) | $ 167.72 |
Options Exercisable | |
Exercisable ending balance (in shares) | shares | 300 |
Weighted-average exercise price (In dollars per share) | $ 167.85 |
Range $182.94 - $263.46 | |
Range of Exercise Price | |
Stock option, exercise price range, lower limit (in dollars per share) | 182.94 |
Stock option, exercise price range, upper limit (in dollars per share) | $ 263.46 |
Options Outstanding | |
Outstanding ending balance (in shares) | shares | 382 |
Weighted-average remaining contractual life | 3 years 4 months 24 days |
Weighted-average exercise price (in dollars per share) | $ 216.51 |
Options Exercisable | |
Exercisable ending balance (in shares) | shares | 382 |
Weighted-average exercise price (In dollars per share) | $ 216.54 |
Common Stock Options and Rest_8
Common Stock Options and Restricted Stock - Schedule of Restricted Stock Activity (Details) - Restricted Stock shares in Thousands | 12 Months Ended |
Dec. 31, 2020shares | |
Restricted Stock Activity | |
Nonvested at the beginning of the period (in shares) | 71 |
Vested (in shares) | (27) |
Forfeited (in shares) | (13) |
Nonvested at the end of the period (in shares) | 31 |
Debt - Additional Information (
Debt - Additional Information (Details) $ / shares in Units, € in Millions | Sep. 30, 2020USD ($)shares | Sep. 17, 2020USD ($)shares | Dec. 24, 2019USD ($)TradingDay | Jun. 17, 2014USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)Loanshares | Apr. 18, 2016USD ($) | Apr. 18, 2016EUR (€) |
Debt Instrument [Line Items] | ||||||||
Cash payment made for exchange of notes | $ 200 | |||||||
Aggregate payment on debt exchange | 55,200,000 | $ 55,199,000 | ||||||
Reverse stock split, description | 1-for-6 reverse stock split | |||||||
Gain on debt extinguishment | $ 55,100,000 | 55,073,000 | ||||||
Adjusted equity component of convertible notes exchange | $ 38,400,000 | $ 38,404,000 | ||||||
Common stock, Authorized shares | shares | 61,666,666 | 61,666,666 | 61,666,666 | 13,333,333 | ||||
Derivative liability reclassified to equity | $ 18,300,000 | $ 18,300,000 | $ 1,200,000 | |||||
Income tax effects on equity transactions | 4,400,000 | |||||||
Interest expense | 30,574,000 | $ 21,872,000 | ||||||
Debt Issuance Costs, Gross | 5,200,000 | |||||||
Reclassification of derivative liability to equity, net of tax | 14,053,000 | |||||||
Letters of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Restricted Cash and Cash Equivalents | 300,000 | |||||||
Research and development loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal | $ 700,000 | |||||||
Fair value of debt | $ 2,900,000 | € 2.6 | ||||||
Finland's Ministry of Finance | Research and development loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis Spread to be reduced (as a percent) | 3.00% | |||||||
Loan repayment beginning period | 2017-01 | |||||||
Period in which equal annual installments to be paid | 5 years | |||||||
Loan repayment ending period | 2021-01 | |||||||
Non-Convertible Capital Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal | $ 26,600,000 | |||||||
Fair value of debt | $ 20,500,000 | € 18.2 | ||||||
Number of loans | Loan | 14 | |||||||
Non-Convertible Capital Loan | Finland's Ministry of Finance | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis Spread to be reduced (as a percent) | 1.00% | |||||||
Minimum | Finland's Ministry of Finance | Research and development loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate on liability component (as a percent) | 1.00% | |||||||
Minimum | Non-Convertible Capital Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Term of debt | 8 years | |||||||
Minimum | Non-Convertible Capital Loan | Finland's Ministry of Finance | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate on liability component (as a percent) | 3.00% | |||||||
Maximum | Non-Convertible Capital Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Term of debt | 10 years | |||||||
Convertible Senior Notes due 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of debt exchanged | $ 276,000,000 | |||||||
Interest rate (as a percent) | 1.75% | 1.75% | ||||||
Principal amount denomination for debt conversion | $ 1,000 | |||||||
Principal | $ 345,000,000 | |||||||
Notes maturity date | Jun. 15, 2021 | |||||||
Notes frequency of periodic payment | semiannually in arrears in cash | |||||||
Reverse stock split, description | 1-for-6 | |||||||
Debt repurchase price percentage on principal amount | 100.00% | |||||||
Debt instrument, principal amount outstanding | $ 69,000,000 | $ 69,000,000 | ||||||
Interest expense | $ 3,377,000 | $ 16,159,000 | ||||||
Effective interest rate on liability component (as a percent) | 4.80% | |||||||
Debt fair value amount | $ 38,000,000 | |||||||
Debt Issuance Costs, Gross | $ 7,500,000 | |||||||
Net proceeds from offering, after deducting Underwriter's discount and estimated offering expenses payable | $ 337,500,000 | |||||||
Period to comply with covenants | 270 days | |||||||
Reclassification of derivative liability to equity, net of tax | $ 1,300,000 | |||||||
Debt issuance costs allocated to liability component | 6,200,000 | |||||||
Debt issuance cost associated with exchange, written off | $ 1,200,000 | |||||||
Term of debt | 7 years | |||||||
Remaining contractual life | 6 months | |||||||
Convertible Senior Notes due 2021 | Debt Conversion Terms upon Occurrence of Certain Fundamental Company Changes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of Notes or an integral multiple thereof in which holder may repurchase the Notes | $ 1,000 | |||||||
Convertible Senior Notes due 2021 | Debt Conversion Event Term | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum percentage of aggregate principal amount held by bondholders to declare notes due and payable | 25.00% | |||||||
In event of default arising out of certain bankruptcy events, percentage of principal amount due and payable | 100.00% | |||||||
Convertible Senior Notes due 2021 | Convertible Debt Holder | ||||||||
Debt Instrument [Line Items] | ||||||||
Initial conversion rate of common stock | 3.9161 | |||||||
Initial conversion price of convertible notes into common stock (in dollars per share) | $ / shares | $ 255.35 | |||||||
Convertible Senior Secured Notes due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate (as a percent) | 6.00% | 6.00% | ||||||
Principal amount of debt issued for exchange | $ 750 | |||||||
Principal | $ 207,000,000 | |||||||
Notes maturity date | Dec. 1, 2024 | |||||||
Interest payment in shares, percentage of daily volume-weighted average price | 95.00% | |||||||
Notes frequency of periodic payment | semi-annually in arrears | |||||||
Interest in shares of common stock, threshold trading days | TradingDay | 10 | |||||||
Initial conversion rate of common stock | 47.6190 | |||||||
Initial conversion price of convertible notes into common stock (in dollars per share) | $ / shares | $ 21 | |||||||
Principal amount of Notes or an integral multiple thereof in which holder may repurchase the Notes | $ 1,000 | |||||||
Reverse stock split, description | 1-for-6 | |||||||
Debt instrument conversion threshold stock price percentage | 130.00% | |||||||
Debt repurchase price percentage on principal amount | 100.00% | |||||||
Debt default, nonpayment of interest, period | 30 days | |||||||
Debt default, failure to convert notes, period | 5 days | |||||||
Debt default, non-compliance with covenants, period | 60 days | |||||||
Debt instrument, principal amount outstanding | $ 207,000,000 | $ 207,000,000 | ||||||
Fair value of derivative liability | $ 59,400,000 | 1,193,000 | 59,409,000 | |||||
Debt discount | $ 75,100,000 | |||||||
Interest expense | 23,648,000 | $ 507,000 | ||||||
Effective interest rate on liability component (as a percent) | 18.13% | |||||||
Debt fair value amount | $ 119,300,000 | |||||||
Convertible Senior Secured Notes due 2024 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt default, non-payment of outstanding principal | $ 30,000,000 | |||||||
Debt default, failure to pay final judgements | $ 30,000,000 | |||||||
Debt default, percentage of principal outstanding required for immediate payment | 25.00% | |||||||
Convertible Senior Secured Notes due 2024 | Interest Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest payable to holders | shares | 1,484,871 | |||||||
Stock based interest payment | $ 6,200,000 |
Debt - Summary of Outstanding N
Debt - Summary of Outstanding Note Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 24, 2019 |
Convertible Senior Secured Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Principal | $ 207,000 | $ 207,000 | |
Less: debt discount and debt issuance costs, net | (69,381) | (80,028) | |
Net carrying amount | 137,619 | 126,972 | |
Equity component | 18,257 | ||
Derivative liability-conversion Option | 1,193 | 59,409 | $ 59,400 |
Convertible Senior Notes due 2021 | |||
Debt Instrument [Line Items] | |||
Principal | 69,000 | 69,000 | |
Less: debt discount and debt issuance costs, net | (1,029) | (3,198) | |
Net carrying amount | 67,971 | 65,802 | |
Equity component | $ 22,791 | $ 22,791 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense Recognized Related to the Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Total interest expense | $ 30,574 | $ 21,872 |
Convertible Senior Secured Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 12,420 | 276 |
Amortization of debt issuance costs | 798 | 15 |
Amortization of debt discount | 10,430 | 216 |
Total interest expense | 23,648 | 507 |
Convertible Senior Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 1,208 | 5,957 |
Amortization of debt issuance costs | 201 | 944 |
Amortization of debt discount | 1,968 | 9,258 |
Total interest expense | $ 3,377 | $ 16,159 |
Liability Related to Sale of _3
Liability Related to Sale of Future Royalties - Additional Information (Details) - Royalty Purchase Agreement $ in Millions | Oct. 01, 2017USD ($) |
Liability Related to Sale of Future Royalties [Line Items] | |
Payment from royalties | $ 40 |
Royalty liability | 40 |
Net of transaction costs | $ 2.2 |
Liability Related to Sale of _4
Liability Related to Sale of Future Royalties - Schedule of Activity Within Liability Related to Sale of Future Royalties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Liability Related to Sale of Future Royalties [Line Items] | ||
Non-cash royalty revenue payable to HCRP | $ (11,486) | $ (10,271) |
Royalty Purchase Agreement | ||
Liability Related to Sale of Future Royalties [Line Items] | ||
Liability related to sale of future royalties - beginning balance | 24,401 | 30,716 |
Deferred transaction costs amortized | 401 | 639 |
Non-cash royalty revenue payable to HCRP | (11,486) | (10,271) |
Non-cash interest expense recognized | 1,941 | 3,317 |
Liability related to sale of future royalties - ending balance | $ 15,257 | $ 24,401 |
Corporate Restructuring - Addit
Corporate Restructuring - Additional Information (Details) - USD ($) $ in Millions | Oct. 23, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Restructuring Cost And Reserve [Line Items] | |||
Approximate percentage of headcount reduction | 25.00% | ||
Pre-tax charges for severance and employee separation related costs | $ 0.3 | $ 4.4 | |
Research and Development Expense | |||
Restructuring Cost And Reserve [Line Items] | |||
Pre-tax charges for severance and employee separation related costs | 0.3 | 1.4 | |
Selling, General and Administrative Expenses | |||
Restructuring Cost And Reserve [Line Items] | |||
Pre-tax charges for severance and employee separation related costs | $ 0 | $ 3 |
Corporate Restructuring - Summa
Corporate Restructuring - Summary of Restructuring Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring And Related Activities [Abstract] | ||
Restructuring Liability | $ 1,264 | |
Restructuring costs | $ 343 | 4,401 |
Payments | $ (1,607) | $ (3,137) |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Product allowances accruals | $ 14,969 | $ 17,855 |
Bonus payable | 8,615 | 3,211 |
Accrued inventory | 1,678 | |
Sales force commissions and incentive payments payable | 1,109 | 1,123 |
Administrative expenses | 1,028 | 1,582 |
Vacation accrual | 1,969 | 2,146 |
Research and development expense accruals | 926 | 1,364 |
Commercial and marketing expense accruals | 1,005 | 3,202 |
Royalties payable | 727 | 580 |
Other accrued expenses | 6,141 | 8,014 |
Total | $ 38,167 | $ 39,077 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Minimum Significant Contractual Obligations (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating leases | |
Total | $ 27,516 |
Less than 1 year | 7,944 |
1-3 years | 13,122 |
4-5 years | 6,450 |
Inventory purchase commitments | |
Total | 2,756 |
Less than 1 year | 2,756 |
Total | |
Total | 356,040 |
Less than 1 year | 93,208 |
1-3 years | 37,962 |
4-5 years | 224,870 |
Convertible Senior Notes | |
Long term debt | |
Net carrying amount | 325,108 |
Less than 1 year | 81,848 |
1-3 years | 24,840 |
4-5 years | 218,420 |
Research and development loans | |
Long term debt | |
Net carrying amount | 660 |
Less than 1 year | $ 660 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Minimum Significant Contractual Obligations (Parenthetical) (Details) - 12 months ended Dec. 31, 2020 | USD ($) | EUR (€) |
Commitment And Contingencies [Line Items] | ||
Liability for uncertain tax position | $ 7,100,000 | |
Biotie Therapies Corp. | Maximum | ||
Commitment And Contingencies [Line Items] | ||
Required amount to be paid to UCB for Termination and Transition Agreement | $ 4,100,000 | € 3,900,000 |
Alkermes | Ampyra | ||
Commitment And Contingencies [Line Items] | ||
Monthly written forecasts (in months) | 18 months | 18 months |
Annual written forecasts (in years) | 5 years | 5 years |
Period for obligation to purchase quantity specified in forecasts (in months) | 3 months | 3 months |
Minimum agreed percentage of annual requirements for purchase | 75.00% | 75.00% |
Convertible Senior Notes | ||
Commitment And Contingencies [Line Items] | ||
Notes maturity date | Jun. 15, 2021 | Jun. 15, 2021 |
Long-term liability | $ 325,108,000 | |
New Convertible Senior Notes | ||
Commitment And Contingencies [Line Items] | ||
Notes maturity date | Dec. 31, 2024 | Dec. 31, 2024 |
Non-convertible Capital Loans | ||
Commitment And Contingencies [Line Items] | ||
Long-term liability | $ 26,600,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitment And Contingencies [Line Items] | ||
Commitments and contingencies | ||
Licensing Agreements | ||
Commitment And Contingencies [Line Items] | ||
Unpaid license royalties | 6,000,000 | |
Commitment legal cost | 2,000,000 | |
Commitments and contingencies | 2,000,000 | |
Maximum | ||
Commitment And Contingencies [Line Items] | ||
Maximum milestone payments | $ 21,600,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities Carried at Fair Value: | ||
Derivative liability - conversion option | $ 1,193 | $ 59,409 |
Derivative liability | 1,193 | 59,409 |
Level 1 | Recurring basis | Money Market Funds | ||
Assets Carried at Fair Value: | ||
Assets, Fair Value | 36,693 | 2,219 |
Level 2 | Recurring basis | Corporate Bonds | ||
Assets Carried at Fair Value: | ||
Assets, Fair Value | 37,185 | |
Level 2 | Recurring basis | Commercial Paper | ||
Assets Carried at Fair Value: | ||
Assets, Fair Value | 26,569 | |
Level 3 | Recurring basis | ||
Liabilities Carried at Fair Value: | ||
Acquired contingent consideration | 48,200 | 80,300 |
Derivative liability - conversion option | 1,193 | 59,409 |
Derivative liability | $ 1,193 | $ 59,409 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Contingent Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Assets and liabilities measured at fair value on a recurring basis utilizing Level 3 inputs | ||
Balance, beginning of period | $ 80,300 | $ 168,000 |
Fair value change to contingent consideration (unrealized) included in the statement of operations | (30,889) | (86,935) |
Royalty payments | (1,211) | (765) |
Balance, end of period | $ 48,200 | $ 80,300 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Sep. 30, 2020 | Sep. 17, 2020 | Dec. 24, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Milestone payment, minimum | $ 0 | ||||
Milestone payment, maximum | $ 45,000,000 | ||||
Common stock, Authorized shares | 61,666,666 | 61,666,666 | 61,666,666 | 13,333,333 | |
Income tax effects on equity transactions | $ 4,400,000 | ||||
Derivative liability reclassified to equity | $ 18,300,000 | $ 18,300,000 | $ 1,200,000 | ||
Convertible Senior Secured Notes due 2024 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Notes, interest rate | 6.00% | 6.00% | |||
Notes, maturity date | Dec. 1, 2024 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value Reconciliation of Derivative Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Reconciliation Of Derivative Liability [Line Items] | ||
Balance, beginning of period | $ 59,409 | |
Fair value reclassification to sharesholder's equity | (18,257) | |
Balance, end of period | 1,193 | $ 59,409 |
Convertible Senior Secured Notes due 2024 | ||
Fair Value Reconciliation Of Derivative Liability [Line Items] | ||
Balance, beginning of period | 59,409 | |
Fair value recognized upon issuance of Convertible Senior Notes | 59,409 | |
Fair value adjustment | (39,959) | |
Balance, end of period | $ 1,193 | $ 59,409 |
License, Research and Collabo_2
License, Research and Collaboration Agreements - Alkermes License - Additional Information (Details) - Alkermes License Agreement | Dec. 31, 2003 | Dec. 31, 2020 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
License termination period | 15 years | |
Percentage of products under supply agreement | 100.00% |
License, Research and Collabo_3
License, Research and Collaboration Agreements - Supply Agreement - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Ampyra | Alkermes | |||
Supply Agreement | |||
Minimum agreed percentage of annual requirements for purchase | 75.00% | ||
Supply agreement | |||
Supply Agreement | |||
Compensatory payment | $ 0 | $ 0 | |
Supply agreement | Maximum | Patheon Inc Second Manufacturing agreement | |||
Supply Agreement | |||
Purchase requirements threshold percentage | 25.00% | ||
Supply agreement | Alkermes License Agreement | Ampyra | Alkermes | |||
Supply Agreement | |||
Minimum agreed percentage of annual requirements for purchase | 75.00% | ||
Supply agreement | Alkermes License Agreement | Maximum | |||
Supply Agreement | |||
Purchase requirements threshold percentage | 100.00% |
License, Research and Collabo_4
License, Research and Collaboration Agreements - Biogen Agreement - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2011 | Dec. 31, 2020 | Jul. 31, 2009 | Jun. 30, 2009 | |
Biogen | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Additional payments based on the successful achievement of future regulatory or sales milestones | $ 25,000,000 | |||
Deferred Revenue | $ 110,000,000 | $ 110,000,000 | ||
Amount of significant and incremental discount related to the supply agreement | $ 0 | |||
Alkermes License Agreement | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Cost of license payable | $ 7,700,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax [Line Items] | |||
Years of qualified improvement property | 15 years | ||
Bonus depreciation | 100.00% | ||
Realization of deferred tax assets, valuation allowance | $ 1,800 | ||
Income tax refund receivable | 12,700 | ||
Net operating loss carryback claims | $ 1,500 | ||
Limitation on use of carryforwards, cumulative change of control ownership interests, threshold percentage | 50.00% | ||
Limitation on use of carryforwards, cumulative change of control ownership interests, measurement period | 3 years | ||
Deferred tax assets, valuation allowance | $ 186,491 | $ 177,572 | $ 71,570 |
US federal corporate tax rate | 21.00% | 21.00% | |
Income tax benefit | $ 20 | ||
Minimum | |||
Recent Accounting Pronouncements | |||
Expiration term for statute of limitations | 3 years | ||
Maximum | |||
Recent Accounting Pronouncements | |||
Expiration term for statute of limitations | 5 years | ||
CARES Act | |||
Income Tax [Line Items] | |||
US federal corporate tax rate | 21.00% | 35.00% | |
Federal | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | $ 40,700 | ||
Percentage of taxable income will be utilized in any year | 80.00% | ||
Operating loss carryforwards additional | $ 428,600 | ||
Biotie US | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | $ 121,400 | ||
Operating loss, expected expiration beginning year | 2026 | ||
State | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | $ 267,000 | $ 220,300 | |
Operating loss, expected expiration beginning year | 2027 | ||
Outside U.S. | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | $ 57,300 | ||
Operating loss, expected expiration beginning year | 2021 | ||
Research [Member] | |||
Income Tax [Line Items] | |||
Income tax reconciliation carryback claim | $ 4,400 | 14,900 | |
Research and development tax credits | 19,300 | ||
Tax credit carry-forwards | $ 35,300 | $ 16,300 | |
Tax credit carry-forward, expiration beginning year | 2021 | ||
Capital Loss Carryforward | State | |||
Income Tax [Line Items] | |||
Deferred tax assets, valuation allowance | $ 8,900 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components of (Loss) Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax [Line Items] | ||
(Loss) income before taxes | $ (107,667) | $ (274,248) |
Domestic | ||
Income Tax [Line Items] | ||
(Loss) income before taxes | (112,371) | (182,816) |
Foreign | ||
Income Tax [Line Items] | ||
(Loss) income before taxes | $ 4,704 | $ (91,432) |
Income Taxes - Schedule of Bene
Income Taxes - Schedule of Benefit from Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | $ 11,770 | |
State | (184) | $ (621) |
Foreign | (65) | (75) |
Total | 11,521 | (696) |
Deferred: | ||
Federal | (478) | 888 |
State | (3,896) | 1,090 |
Foreign | 926 | |
Total | (3,448) | 1,978 |
Total benefit from income taxes | $ 8,073 | $ 1,282 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Statutory U.S. Federal Income Tax Rate to the Entity's Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of statutory federal income tax rate to effective income tax rate | ||
U.S. federal statutory tax rate | 21.00% | 21.00% |
State and local income taxes | (3.00%) | 0.10% |
Stock option compensation | 0.30% | |
Stock option shortfall | (5.80%) | (0.80%) |
Research and development and orphan drug credits | (0.40%) | |
Uncertain tax positions | 0.10% | |
Other nondeductible and permanent differences | (2.50%) | (0.10%) |
Cancellation of debt Income | 2.90% | |
Goodwill impairment | (21.20%) | |
Valuation allowance, net of foreign tax rate differential | (7.60%) | (35.10%) |
Federal return to provision differences | 33.70% | |
Tax effect of NOL carryback - CARES Act | 5.40% | |
Effective income tax rate | 7.50% | 0.50% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | |||
Net operating loss carryforward | $ 61,774 | $ 69,756 | |
Tax credits | 33,577 | 14,351 | |
Stock based compensation | 17,454 | 23,009 | |
Contingent consideration | 11,975 | 18,457 | |
Employee compensation | 2,638 | 1,329 | |
Rebate and returns reserve | 3,339 | 3,584 | |
Capitalized R&D | 11,564 | 10,576 | |
Other | 9,651 | 15,827 | |
Total deferred tax assets | 273,023 | 277,616 | |
Valuation allowance | (186,491) | (177,572) | $ (71,570) |
Total deferred tax assets net of valuation allowance | 86,532 | 100,044 | |
Capital loss carryforward | 106,371 | 106,031 | |
Derivative liability | 296 | 14,696 | |
Asset impairment | 14,384 | ||
Deferred tax liabilities: | |||
Intangible assets | (88,547) | (89,629) | |
Convertible debt | (16,227) | (19,242) | |
Depreciation | (803) | (583) | |
Other | (72) | (171) | |
Total deferred tax liabilities | (105,649) | (109,625) | |
Net deferred tax liability | $ (19,117) | $ (9,581) |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of unrecognized tax benefits | ||
Beginning of period balance | $ 7,145 | $ 7,258 |
Decreases for tax positions taken during a prior period | (52) | (113) |
Ending period balance | $ 7,093 | $ 7,145 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amounts of Valuation Allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance for deferred tax assets, Balance at Beginning of Period | $ 177,572 | $ 71,570 |
Valuation allowance for deferred tax assets, Additions | 8,964 | 110,962 |
Valuation allowance for deferred tax assets, Deductions | (45) | (4,960) |
Valuation allowance for deferred tax assets, Balance at End of Period | $ 186,491 | $ 177,572 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Basic and diluted | ||
Net loss | $ (99,594) | $ (272,966) |
Weighted average common shares outstanding used in computing net loss per share—basic | 8,084 | 7,927 |
Weighted average common shares outstanding used in computing net loss per share—diluted | 8,084 | 7,927 |
Net loss per share—basic | $ (12.32) | $ (34.43) |
Net loss per share—diluted | $ (12.32) | $ (34.43) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Calculation of Net Income Per Diluted Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock options and restricted common shares | ||
Antidilutive Securities | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 1,356 | 1,376 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - 401(k) plan - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Percentage of employee earnings eligible for additional company contribution | 6.00% | |
Additional company contribution for each dollar of employee contribution (as a percent) | 50.00% | |
Company expense related to the defined contribution plan | $ 1.6 | $ 2.3 |