Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 05, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity Registrant Name | AVADEL PHARMACEUTICALS PLC | |
Entity Incorporation, State or Country Code | L2 | |
Entity File Number | 000-28508 | |
Entity Tax Identification Number | 98-1341933 | |
Entity Address, Address Line One | 10 Earlsfort Terrace | |
Entity Address, City or Town | Dublin 2 | |
Entity Address, Country | IE | |
Entity Address, Postal Zip Code | D02 T380 | |
City Area Code | 1 | |
Local Phone Number | 485-1200 | |
Title of 12(b) Security | Ordinary Shares, nominal value $0.01 per share** | |
No Trading Symbol Flag | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Smaller Reporting Company | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 58,272,734 | |
Entity Central Index Key | 0001012477 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
NASDAQ/NMS (GLOBAL MARKET) [Member] | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | American Depositary Shares* | |
Trading Symbol | AVDL | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (11,703) | $ (8,864) | $ 18,306 | $ (30,487) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation gain (loss) | 534 | (210) | 539 | (309) |
Net other comprehensive income, net of $(1), $(5), $(131) and $(46) tax, respectively | 66 | 86 | 349 | 753 |
Total other comprehensive income (loss), net of tax | 600 | (124) | 888 | 444 |
Total comprehensive (loss) income | $ (11,103) | $ (8,988) | $ 19,194 | $ (30,043) |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Other comprehensive income (loss), tax | $ (1) | $ (5) | $ (131) | $ (46) |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 83,109 | $ 9,774 |
Marketable securities | 148,467 | 54,384 |
Accounts receivable | 0 | 8,281 |
Inventories | 0 | 3,570 |
Research and development tax credit receivable | 3,058 | 2,107 |
Prepaid expenses and other current assets | 47,054 | 4,264 |
Total current assets | 281,688 | 82,380 |
Property and equipment, net | 373 | 544 |
Operating lease right-of-use assets | 2,866 | 3,612 |
Goodwill | 16,836 | 18,491 |
Intangible assets, net | 0 | 813 |
Research and development tax credit receivable | 3,608 | 6,322 |
Other non-current assets | 22,264 | 39,274 |
Total assets | 327,635 | 151,436 |
Current liabilities: | ||
Current portion of long-term contingent consideration payable | 0 | 5,554 |
Current portion of operating lease liability | 520 | 645 |
Accounts payable | 2,660 | 6,100 |
Accrued expenses | 16,398 | 19,810 |
Other current liabilities | 3,431 | 3,875 |
Total current liabilities | 23,009 | 35,984 |
Long-term debt | 126,520 | 121,686 |
Long-term contingent consideration payable, less current portion | 0 | 11,773 |
Long-term operating lease liability | 1,968 | 2,319 |
Other non-current liabilities | 4,938 | 8,873 |
Liabilities, Total | 156,435 | 180,635 |
Shareholders’ equity (deficit): | ||
Preferred shares, nominal value of $0.01 per share; 50,000 shares authorized; 488 issued and outstanding at September 30, 2020 and none issued and outstanding at December 31, 2019, respectively | 5 | 0 |
Ordinary shares, nominal value of $0.01 per share; 500,000 shares authorized; 58,243 issued and outstanding at September 30, 2020 and 42,927 issued and 37,520 outstanding at December 31, 2019 | 582 | 429 |
Treasury shares, at cost, 0 and 5,407 shares held at September 30, 2020 and December 31, 2019, respectively | 0 | (49,998) |
Additional paid-in capital | 565,440 | 434,391 |
Accumulated deficit | (372,909) | (391,215) |
Accumulated other comprehensive loss | (21,918) | (22,806) |
Total shareholders’ equity (deficit) | 171,200 | (29,199) |
Total liabilities and shareholders’ equity (deficit) | $ 327,635 | $ 151,436 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred shares, nominal value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred shares, shares issued (in shares) | 488,000 | 0 |
Preferred shares, shares outstanding (in shares) | 488,000 | 0 |
Ordinary shares, nominal value (in usd per share) | $ 0.01 | $ 0.01 |
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued (in shares) | 58,243,000 | 42,927,000 |
Ordinary shares, shares outstanding (in shares) | 58,243,000 | 37,520,000 |
Treasury stock, shares held (in shares) | 0 | 5,407,000 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Ordinary shares | Preferred shares | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive (loss) income | Treasury shares |
Beginning balance (in shares) at Dec. 31, 2018 | 42,720 | 5,407 | |||||
Beginning balance at Dec. 31, 2018 | $ 2,780 | $ 427 | $ 433,756 | $ (357,989) | $ (23,416) | $ (49,998) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (13,018) | (13,018) | |||||
Other comprehensive income (loss) | 213 | 213 | |||||
Vesting of restricted shares (in shares) | 1 | ||||||
Vesting of restricted shares | 0 | ||||||
Employee share purchase plan share issuance (in shares) | 42 | ||||||
Employee share purchase plan share issuance | 92 | 92 | |||||
Stock-based compensation expense | 351 | 351 | |||||
Ending balance (in shares) at Mar. 31, 2019 | 42,763 | 5,407 | |||||
Ending balance at Mar. 31, 2019 | (9,582) | $ 427 | 434,199 | (371,007) | (23,203) | $ (49,998) | |
Beginning balance (in shares) at Dec. 31, 2018 | 42,720 | 5,407 | |||||
Beginning balance at Dec. 31, 2018 | 2,780 | $ 427 | 433,756 | (357,989) | (23,416) | $ (49,998) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (30,487) | ||||||
Ending balance (in shares) at Sep. 30, 2019 | 42,857 | 5,407 | |||||
Ending balance at Sep. 30, 2019 | (26,963) | $ 428 | 434,055 | (388,476) | (22,972) | $ (49,998) | |
Beginning balance (in shares) at Mar. 31, 2019 | 42,763 | 5,407 | |||||
Beginning balance at Mar. 31, 2019 | (9,582) | $ 427 | 434,199 | (371,007) | (23,203) | $ (49,998) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (8,605) | (8,605) | |||||
Other comprehensive income (loss) | 355 | 355 | |||||
Stock-based compensation expense | 55 | 55 | |||||
Ending balance (in shares) at Jun. 30, 2019 | 42,763 | 5,407 | |||||
Ending balance at Jun. 30, 2019 | (17,777) | $ 427 | 434,254 | (379,612) | (22,848) | $ (49,998) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (8,864) | (8,864) | |||||
Other comprehensive income (loss) | (124) | (124) | |||||
Vesting of restricted shares (in shares) | 82 | ||||||
Vesting of restricted shares | $ 1 | (1) | |||||
Employee share purchase plan share issuance (in shares) | 12 | ||||||
Employee share purchase plan share issuance | 31 | 31 | |||||
Stock-based compensation expense | (229) | (229) | |||||
Ending balance (in shares) at Sep. 30, 2019 | 42,857 | 5,407 | |||||
Ending balance at Sep. 30, 2019 | (26,963) | $ 428 | 434,055 | (388,476) | (22,972) | $ (49,998) | |
Beginning balance (in shares) at Dec. 31, 2019 | 42,927 | 0 | 5,407 | ||||
Beginning balance at Dec. 31, 2019 | (29,199) | $ 429 | $ 0 | 434,391 | (391,215) | (22,806) | $ (49,998) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (865) | (865) | |||||
Other comprehensive income (loss) | (821) | (821) | |||||
Exercise of stock options (in shares) | 146 | ||||||
Exercise of stock options | 1,389 | $ 2 | 1,387 | ||||
February 2020 private placement (in shares) | 8,680 | 488 | |||||
February 2020 private placement | 60,733 | $ 87 | $ 5 | 60,641 | |||
Vesting of restricted shares (in shares) | 19 | ||||||
Vesting of restricted shares | 0 | ||||||
Employee share purchase plan share issuance (in shares) | 40 | ||||||
Employee share purchase plan share issuance | 88 | 88 | |||||
Stock-based compensation expense | 742 | 742 | |||||
Ending balance (in shares) at Mar. 31, 2020 | 51,812 | 488 | 5,407 | ||||
Ending balance at Mar. 31, 2020 | 32,067 | $ 518 | $ 5 | 497,249 | (392,080) | (23,627) | $ (49,998) |
Beginning balance (in shares) at Dec. 31, 2019 | 42,927 | 0 | 5,407 | ||||
Beginning balance at Dec. 31, 2019 | (29,199) | $ 429 | $ 0 | 434,391 | (391,215) | (22,806) | $ (49,998) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 18,306 | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 58,243 | 488 | 0 | ||||
Ending balance at Sep. 30, 2020 | 171,200 | $ 582 | $ 5 | 565,440 | (372,909) | (21,918) | $ 0 |
Beginning balance (in shares) at Mar. 31, 2020 | 51,812 | 488 | 5,407 | ||||
Beginning balance at Mar. 31, 2020 | 32,067 | $ 518 | $ 5 | 497,249 | (392,080) | (23,627) | $ (49,998) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 30,874 | 30,874 | |||||
Other comprehensive income (loss) | 1,109 | 1,109 | |||||
Exercise of stock options (in shares) | 95 | ||||||
Exercise of stock options | 393 | $ 1 | 392 | ||||
February 2020 private placement | (94) | (94) | |||||
Employee share purchase plan share issuance | 33 | 33 | |||||
Stock-based compensation expense | 769 | 769 | |||||
May 2020 public offering (in shares) | 11,630 | ||||||
May 2020 public offering | 116,974 | $ 116 | 116,858 | ||||
Ending balance (in shares) at Jun. 30, 2020 | 63,537 | 488 | 5,407 | ||||
Ending balance at Jun. 30, 2020 | 182,125 | $ 635 | $ 5 | 615,207 | (361,206) | (22,518) | $ (49,998) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (11,703) | (11,703) | |||||
Other comprehensive income (loss) | 600 | 600 | |||||
Exercise of stock options (in shares) | 22 | ||||||
Exercise of stock options | 47 | 47 | |||||
February 2020 private placement | (69) | (69) | |||||
Vesting of restricted shares (in shares) | 82 | ||||||
Vesting of restricted shares | 0 | $ 1 | (1) | ||||
Employee share purchase plan share issuance (in shares) | 9 | ||||||
Employee share purchase plan share issuance | 56 | 56 | |||||
Stock-based compensation expense | 194 | 194 | |||||
May 2020 public offering | (50) | (50) | |||||
Retirement of treasury shares (in shares) | (5,407) | (5,407) | |||||
Ending balance (in shares) at Sep. 30, 2020 | 58,243 | 488 | 0 | ||||
Ending balance at Sep. 30, 2020 | $ 171,200 | $ 582 | $ 5 | $ 565,440 | $ (372,909) | $ (21,918) | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||||||
Net (loss) income | $ (11,703) | $ (865) | $ (8,864) | $ (13,018) | $ 18,306 | $ (30,487) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 1,297 | 1,690 | ||||||
Loss on disposal of property and equipment | 0 | 478 | ||||||
Remeasurement of acquisition-related contingent consideration | 3,327 | 2,384 | ||||||
Remeasurement of financing-related contingent consideration | 435 | 496 | ||||||
Amortization of debt discount and debt issuance costs | 4,835 | 4,424 | ||||||
Change in deferred tax and income tax deferred charge | (4,582) | 1,333 | ||||||
Stock-based compensation expense | 1,705 | 177 | ||||||
Gain on the disposition of the hospital products | 0 | 0 | $ (45,760) | (45,760) | 0 | |||
Loss on deconsolidation of subsidiary | 0 | 1,750 | ||||||
Other adjustments | 306 | (667) | ||||||
Net changes in assets and liabilities | ||||||||
Accounts receivable | 8,281 | 2,026 | ||||||
Inventories | (1,352) | 2,465 | ||||||
Prepaid expenses and other current assets | 1,759 | (1,859) | ||||||
Research and development tax credit receivable | 2,036 | (749) | ||||||
Accounts payable & other current liabilities | (4,051) | 259 | ||||||
Accrued expenses | (6,625) | (2,379) | ||||||
Earn-out payments for contingent consideration in excess of acquisition-date fair value | (5,323) | (8,640) | ||||||
Royalty payments for contingent consideration payable in excess of original fair value | (866) | (1,374) | ||||||
Other assets and liabilities | (3,337) | (1,399) | ||||||
Net cash used in operating activities | (29,609) | (30,072) | ||||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (33) | (29) | ||||||
Proceeds from the disposal of property and equipment | 0 | 154 | ||||||
Proceeds from the disposition of the hospital products | 17,250 | 0 | ||||||
Proceeds from sales of marketable securities | 30,075 | 57,242 | ||||||
Purchases of marketable securities | (124,254) | (23,814) | ||||||
Net cash (used in) provided by investing activities | (76,962) | 33,553 | ||||||
Cash flows from financing activities: | ||||||||
Proceeds from the February 2020 private placement | 60,570 | 0 | ||||||
Proceeds from the May 2020 public offering | 116,924 | 0 | ||||||
Proceeds from stock option exercises and ESPP | 2,006 | 123 | ||||||
Other financing activities, net | 0 | (109) | ||||||
Net cash provided by financing activities | 179,500 | 14 | ||||||
Effect of foreign currency exchange rate changes on cash and cash equivalents | 406 | 47 | ||||||
Net change in cash and cash equivalents | 73,335 | 3,542 | ||||||
Cash and cash equivalents at January 1, | $ 9,774 | $ 9,325 | $ 9,774 | 9,774 | 9,325 | $ 9,325 | ||
Cash and cash equivalents at September 30, | $ 83,109 | $ 12,867 | 83,109 | 12,867 | $ 9,774 | |||
Supplemental disclosures of cash flow information: | ||||||||
Interest paid | 6,469 | 6,469 | ||||||
Income taxes (refund) paid, net | $ (1,788) | $ 140 |
UNAUDITED CONDENSED CONSOLIDA_7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues [Abstract] | |||||||||
Total revenues | $ 0 | $ 14,229 | $ 22,334 | $ 48,220 | |||||
Operating expenses: | |||||||||
Cost of products | 0 | 2,823 | 5,742 | 9,711 | |||||
Research and development expenses | 5,569 | 7,539 | 15,156 | 25,160 | |||||
Selling, general and administrative expenses | 8,423 | 5,316 | 23,431 | 22,520 | |||||
Intangible asset amortization | 0 | 205 | 406 | 610 | |||||
Changes in fair value of contingent consideration | (69) | 627 | 3,327 | 2,384 | |||||
Gain on sale of Hospital Products | 0 | 0 | $ (45,760) | (45,760) | 0 | ||||
Restructuring (income) costs | (226) | 1,866 | (43) | 4,600 | |||||
Total operating expense | 13,697 | 18,376 | 2,259 | 64,985 | |||||
Operating (loss) income | (13,697) | (4,147) | 20,075 | (16,765) | |||||
Investment and other income (expense), net | 213 | 781 | (906) | 2,548 | |||||
Interest expense | (3,259) | (3,125) | (9,686) | (9,293) | |||||
Loss on deconsolidation of subsidiary | 0 | 0 | 0 | (2,840) | |||||
Other expense - changes in fair value of contingent consideration payable | 0 | (139) | (435) | (496) | |||||
(Loss) income before income taxes | (16,743) | (6,630) | 9,048 | (26,846) | |||||
Income tax (benefit) provision | (5,040) | 2,234 | (9,258) | 3,641 | |||||
Net (loss) income | $ (11,703) | $ 30,874 | $ (865) | $ (8,864) | $ (8,605) | $ (13,018) | $ 18,306 | $ (30,487) | |
Net income (loss) per share - basic (in dollars per share) | $ (0.20) | $ (0.24) | $ 0.36 | $ (0.82) | |||||
Net income (loss) per share - diluted (in dollars per share) | $ (0.20) | $ (0.24) | $ 0.35 | $ (0.82) | |||||
Weighted average number of shares outstanding - basic (in shares) | 58,213 | 37,436 | 51,206 | 37,382 | |||||
Weighted average number of shares outstanding - diluted (in shares) | 58,213 | 37,436 | 52,849 | 37,382 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Nature of Operations. Avadel Pharmaceuticals plc (Nasdaq: AVDL) (“Avadel,” the “Company,” “we,” “our,” or “us”) is an emerging biopharmaceutical company. Our lead product candidate, FT218, is an investigational once-nightly formulation of sodium oxybate for the treatment of excessive daytime sleepiness (“EDS”) and cataplexy in narcolepsy patients. FT218 uses our Micropump controlled release drug-delivery technology. We are primarily focused on the development and potential United States (“U.S.”) Food and Drug Administration (“FDA”) approval of FT218. Outside of our lead product candidate, we continue to evaluate opportunities to expand our product portfolio. We were incorporated in Ireland on December 1, 2015 as a private limited company, and re-registered as an Irish public limited company on November 21, 2016. Our headquarters are in Dublin, Ireland and we have operations in St. Louis, Missouri, U.S. FT218 (Micropump sodium oxybate) FT218 is a once-nightly formulation of sodium oxybate that uses our Micropump controlled release drug-delivery technology for the treatment of EDS and cataplexy in patients suffering from narcolepsy. Sodium oxybate is the sodium salt of gamma hydroxybutyrate, an endogenous compound and metabolite of the neurotransmitter gamma-aminobutyric acid. Sodium oxybate is approved in Europe and the U.S. as a twice-nightly formulation indicated for the treatment of EDS and cataplexy in patients with narcolepsy. In December 2019, we completed patient enrollment of our Phase 3 REST-ON clinical trial of FT218 to assess the safety and efficacy of a once-nightly formulation of FT218 for the treatment of EDS and cataplexy in patients suffering from narcolepsy and on April 27, 2020, we announced topline results from our Phase 3 REST-ON clinical trial of FT218. On July 13, 2020, we announced the dosing of the first patient of our open-label extension/switch study of FT218 as a potential treatment for EDS and cataplexy in patients with narcolepsy. Previously Approved FDA Products On June 30, 2020 (“Closing Date”), we announced the sale of our portfolio of sterile injectable drugs used in the hospital setting (the “Hospital Products”), including our three commercial products, Akovaz, Bloxiverz and Vazculep, as well as Nouress, which is approved by the FDA to Exela Sterile Medicines LLC (“Exela Buyer”) (the “Transaction”) pursuant to an asset purchase agreement between Avadel U.S. Holdings Inc., Avadel Legacy Pharmaceuticals, LLC, Exela Holdings, Inc. and the Exela Buyer (“Purchase Agreement”). Pursuant to the Purchase Agreement, Exela Buyer paid us $14,500 on the Closing Date and will pay an additional $27,500 in ten • Bloxiverz (neostigmine methylsulfate injection) - Bloxiverz was approved by the FDA in May 2013 and was launched in July 2013. Bloxiverz is a drug used intravenously in the operating room to reverse the effects of non-depolarizing neuromuscular blocking agents after surgery. Bloxiverz was the first FDA-approved version of neostigmine methylsulfate. Today, neostigmine is one of the two most frequently used products for the reversal of the effects of other agents used for neuromuscular blocks. • Vazculep (phenylephrine hydrochloride injection) - Vazculep was approved by the FDA in June 2014 and was launched in October 2014. Vazculep is indicated for the treatment of clinically important hypotension occurring in the setting of anesthesia. • Akovaz (ephedrine sulfate injection) - Akovaz, was approved by the FDA in April 2016 and was launched in August 2016. Akovaz was the first FDA approved formulation of ephedrine sulfate, an alpha- and beta- adrenergic agonist and a norepinephrine-releasing agent that is indicated for the treatment of clinically important hypotension occurring in the setting of anesthesia. • Nouress (cysteine hydrochloride injection) - Nouress was approved by the FDA in December 2019. Nouress is a sterile injectable product for use in the hospital setting, and two issued U.S. patents currently cover that product. Several additional patent applications for Nouress are pending with the U.S. Patent and Trademark Office (“USPTO”). Basis of Presentation. The unaudited condensed consolidated balance sheet as of September 30, 2020, which is derived from the prior year 2019 audited consolidated financial statements, and the interim unaudited condensed consolidated financial statements presented herein, have been prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP), the requirements of Form 10-Q and Article 10 of Regulation S-X and, consequently, do not include all information or footnotes required by U.S. GAAP for complete financial statements or all the disclosures normally made in an Annual Report on Form 10-K. Accordingly, the unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on March 16, 2020. The unaudited condensed consolidated financial statements include the accounts of the Company and subsidiaries, and reflect all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. All intercompany accounts and transactions have been eliminated. Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. On February 6, 2019, our indirect wholly-owned subsidiary, Avadel Specialty Pharmaceuticals, LLC (“Specialty Pharma”), filed a voluntary petition for reorganization under Chapter 11 of the U.S. Code (the “Bankruptcy Code”). in the U.S. District Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), Case No. 19-10248. Specialty Pharma is operating and managing its business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and order of the Bankruptcy Court. As a result of Specialty Pharma’s voluntary bankruptcy filing on February 6, 2019, we no longer controlled the operations of Specialty Pharma; therefore, we deconsolidated Specialty Pharma effective with the bankruptcy filing and the Company recorded its investment in Specialty Pharma under the cost method. See Note 3: Subsidiary Bankruptcy and Deconsolidation. Our results of operations for the period January 1, 2019 through February 6, 2019 include the results of Specialty Pharma prior to its February 6, 2019 voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Reclassifications Certain reclassifications are made to prior year amounts whenever necessary to conform with the current year presentation. In Note 9: Goodwill and Intangible Assets , we presented the December 31, 2019 amortizable intangible assets - Acquired developed technology - Vazculep amount as total accumulated depreciation in this Form 10-Q as compared to showing year-to-date amortization in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on March 16, 2020. Revenue. Prior to June 30, 2020, we generated revenue primarily from the sale of pharmaceutical products to customers, which we refer to as the Hospital Products. On June 30, 2020, we sold the Hospital Products. See Note 4: Disposition of the Hospital Products. Product Sales Prior to June 30, 2020, we sold products primarily through wholesalers and considered these wholesalers to be our customers. Revenue from product sales was recognized when the customer obtained control of our product and our performance obligations were met, which occurred typically upon receipt of delivery to the customer. As is customary in the pharmaceutical industry, our gross product sales were subject to a variety of price adjustments in arriving at reported net product sales. These adjustments included estimates for product returns, chargebacks, payment discounts, rebates, and other sales allowances and are estimated when the product is delivered based on analysis of historical data for the product or comparable products, as well as future expectations for such products. For a complete discussion of the accounting for net product revenue, see Note 5 : Revenue Recognition . Accounts Receivable. Prior to the sale of the Hospital Products on June 30, 2020, a |
Newly Issued Accounting Pronoun
Newly Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Newly Issued Accounting Pronouncements | Newly Issued Accounting Standards Recent Accounting Guidance Not Yet Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The FASB’s amendments primarily impact ASC 740, Income Taxes , and may impact both interim and annual reporting periods. ASU 2019-12 will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and early adoption is permitted. We are currently evaluating the impact of adopting ASU 2019-12. |
Subsidiary Bankruptcy and Decon
Subsidiary Bankruptcy and Deconsolidation | 9 Months Ended |
Sep. 30, 2020 | |
Reorganizations [Abstract] | |
Subsidiary Bankruptcy and Deconsolidation | Subsidiary Bankruptcy and Deconsolidation Bankruptcy Filing and Deconsolidation As a result of Specialty Pharma’s bankruptcy filing on February 6, 2019, Avadel has ceded authority for managing the business to the Bankruptcy Court, and Avadel management cannot carry on Specialty Pharma’s activities in the ordinary course of business without Bankruptcy Court approval. Avadel manages the day-to-day operations of Specialty Pharma but does not have discretion to make significant capital or operating budgetary changes or decisions and purchase or sell significant assets, as Specialty Pharma’s material decisions are subject to review by the Bankruptcy Court. For these reasons, we concluded that Avadel has lost control of Specialty Pharma, and no longer has significant influence over Specialty Pharma during the pendency of the bankruptcy. Therefore, we deconsolidated Specialty Pharma effective with the filing of the Chapter 11 bankruptcy in February 2019. In order to deconsolidate Specialty Pharma, the carrying values of the assets and certain liabilities of Specialty Pharma were removed from our unaudited condensed consolidated balance sheet as of February 5, 2019, and we recorded our investment in Specialty Pharma at its estimated fair value of $0. As the estimated fair value of our investment in Specialty Pharma was lower than its net book value immediately prior to the deconsolidation, we recorded a non-cash charge of approximately $2,840 for the nine months ended September 30, 2019 associated with the deconsolidation of Specialty Pharma. Subsequent to the deconsolidation of Specialty Pharma, we are accounting for our investment in Specialty Pharma using the cost method of accounting because Avadel does not exercise significant influence over the operations of Specialty Pharma due to the Chapter 11 filing. On April 26, 2019, Specialty Pharma sold its intangible assets and remaining inventory to an unaffiliated third party in exchange for aggregate cash proceeds of approximately $250, pursuant to an order approving such sale which was issued by the Bankruptcy Court on April 15, 2019. As a result of such sale, Specialty Pharma has completed its divestment of the assets of the Noctiva business. On July 2, 2019, Specialty Pharma was made aware of a $50,695 claim made by the Internal Revenue Service (IRS) as part of the bankruptcy claims process against Specialty Pharma. On October 2, 2019 the IRS amended the original claim filed in July, reducing the claim to $9,302. Specialty Pharma files its U.S. federal tax return as a member of the Company’s consolidated U.S. tax group. As such, the IRS claim was filed against Specialty Pharma in the bankruptcy proceedings due to IRS tax law requirements for joint and several liability of all members in a consolidated U.S. tax group. On November 19, 2019, Specialty Pharma and the IRS resolved their dispute, subject to the Bankruptcy Court’s approval of Specialty Pharma's Chapter 11 plan, and without prejudice to the claims, rights and defenses of the IRS and other Avadel entities outside of the bankruptcy case. The resolution provided for allowance of the IRS claim as a priority claim but for the IRS to receive a distribution of 50% of the proceeds, but in no event less than $125 from Specialty Pharma following confirmation of its disclosure statement and Chapter 11 plan of liquidation. On July 24, 2020, Specialty Pharma sought bankruptcy court approval of a settlement agreement by and between it, Avadel US Holdings, Inc. and Serenity Pharmaceuticals, LLC (“Serenity”) (the “Serenity Settlement Agreement”). Before the commencement of Specialty Pharma's bankruptcy case, Serenity asserted claims against Specialty Pharma and Avadel US Holdings collectively in an amount no less than $50,000, and after the commencement of the bankruptcy case, Serenity asserted a $3,096 claim against Specialty Pharma and voted to reject its Chapter 11 plan of liquidation. The Serenity Settlement Agreement provides for a global resolution of these disputes by way of an $800 payment from Avadel US Holdings to Serenity, a mutual exchange of general releases, and the withdrawal of Serenity's claim and vote in Specialty Pharma's bankruptcy case. The Serenity Settlement Agreement was approved by order of the Bankruptcy Court on August 12, 2020. At a hearing conducted on October 6, 2020, the Bankruptcy Court granted final approval of Specialty Pharma’s disclosure statement and confirmed its Chapter 11 plan of liquidation. Pursuant to the plan, the appointment of a Plan Administrator was also approved. The Plan Administrator will be responsible for making distributions to creditors, managing the final windup and dissolution of Specialty Pharma, and taking other steps in accordance with the plan of liquidation. The plan of liquidation became effective on October 20, 2020. Debtor in Possession (“DIP”) Financing – Related Party Relationship |
Disposition of the Hospital Bus
Disposition of the Hospital Business | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposition of the Hospital Business | Disposition of the Hospital Products On the Closing Date, we announced the sale of our Hospital Products, to the Exela Buyer pursuant to the Purchase Agreement. Pursuant to the Purchase Agreement, the Exela Buyer paid $14,500 on the Closing Date and will pay an additional $27,500 in ten We were party to a Membership Interest Purchase Agreement, dated March 13, 2012, by and among us, Avadel Legacy, Breaking Stick Holdings, LLC, Deerfield Private Design International II, L.P. (“Deerfield International”), Deerfield Private Design Fund II, L.P. (“Deerfield Fund”) and Horizon Santé FLML, Sarl (“Horizon”) (the “Deerfield MIPA”) and a Royalty Agreement, dated February 4, 2013, by and among us, Avadel Legacy, the Deerfield Fund and Horizon (the “Deerfield Royalty Agreement”). In connection with the closing of the sale of the Hospital Products, the Deerfield MIPA (with respect to certain sections thereof) and the Royalty Agreement were assigned to the Exela Buyer. Pursuant to the Purchase Agreement, the Exela Buyer assumed and will pay, perform, satisfy and discharge the liabilities and obligations of Avadel Legacy under the Deerfield Royalty Agreement for obligations that arise after the Closing date. We were also party to a Royalty Agreement, dated December 3, 2013, by and between us, Avadel Legacy and Broadfin Healthcare Master Fund, Ltd. (the “Broadfin Royalty Agreement”). In connection with the closing of the sale of the Hospital Products, the Broadfin Royalty Agreement was assigned to the Exela Buyer and the Exela Buyer assumed and shall pay, perform, satisfy and discharge the liabilities and obligations of Avadel Legacy under the Broadfin Royalty Agreement for obligations that arise after the Closing Date. We recorded a net gain on the sale of the Hospital Products of $45,760 during the nine months ended September 30, 2020 which has been recorded on the unaudited condensed consolidated statement of income (loss). The $45,760 gain represents the aggregate consideration of $42,000, transaction fees of $2,928, plus the assets and liabilities either transferred to the Exela Buyer or eliminated by us due to the sale of the Hospital Products, which are listed below. September 30, 2020 Prepaid expenses and other current assets $ (134) Inventories (4,922) Goodwill (1,654) Intangible assets, net (407) Other non-current assets (1,095) Total long-term contingent consideration payable 14,900 Net liabilities disposed of 6,688 Aggregate consideration 42,000 Less transaction fees (2,928) Net gain on the sale of the Hospital Products $ 45,760 We evaluated various qualitative and quantitative factors related to the disposition of the Hospital Products and determined that it did not meet the criteria for presentation as a discontinued operation. The unaudited pro forma condensed combined financial statements included below are being provided for information purposes only and are not necessarily indicative of the results of operations or financial position that would have resulted if the Transaction had actually occurred on the date indicated. The pro forma adjustments are based on available information and assumptions that the Company believes are attributable to the sale. Unaudited Pro Forma Condensed Combined Balance Sheets As of December 31, 2019 As Reported Pro Forma Adjustments Notes Pro Forma ASSETS Cash and cash equivalents $ 9,774 $ 12,935 (a) $ 22,709 Inventories 3,570 (3,570) (b) — Prepaid expenses and other current assets 4,264 27,500 (c) 31,764 Goodwill 18,491 (1,654) (d) 16,837 Intangible assets, net 813 (813) (e) — Other non-current assets 39,274 (9,702) (f) 29,572 Total assets $ 151,436 $ 24,696 $ 176,132 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current portion of long-term contingent consideration payable $ 5,554 $ (5,054) (g) $ 500 Accrued expenses 19,810 2,800 (h) 22,610 Long-term contingent consideration payable, less current portion 11,773 (11,773) (g) — Total liabilities 180,635 (14,027) 166,608 Shareholders’ equity (deficit): Accumulated deficit (391,215) 38,723 (i) (352,492) Total shareholders’ (deficit) equity (29,199) 38,723 9,524 Total liabilities and shareholders’ equity (deficit) $ 151,436 $ 24,696 $ 176,132 Adjustments to the pro forma unaudited condensed combined balance sheet (a) This adjustment represents the receipt of $14,500 cash consideration from the Exela Buyer at the closing of the Transaction less $1,565 placed into escrow for the estimated earn outs and royalties payable to Breaking Stick Holdings L.L.C., Horizon Santé FLML, Sarl, Deerfield Private Design Fund II, L.P., all affiliates of Deerfield Capital L.P. ("Deerfield") and Broadfin Healthcare Master Fund ("Broadfin") for the current quarter ended. (b) This adjustment reflects the elimination of Inventories that were purchased as part of the Transaction. (c) This adjustment reflects the Transaction consideration in the form of ten (d) This adjustment reflects the elimination of $1,654 of Goodwill based on the relative fair value of the Hospital Products as a portion of the overall value of the Company. (e) This adjustment reflects the elimination of the unamortized balance of the Intangible asset on acquired developed technology for Vazculep. (f) This adjustment reflects the elimination of $1,228 of other long-term assets and $8,474 of deferred tax assets at December 31, 2019. The eliminated deferred tax assets are tax attributes of the Hospital Products. (g) This adjustment reflects the elimination of short and long term related party payables, less the expected amounts due to Deerfield and Broadfin after taking into consideration the escrow discussed in Note (a). As part of the Transaction, the buyer agreed to assume the quarterly earn-out and royalty payments for periods after the close of the Transaction. The Company will no longer be responsible for these payments. (h) This adjustment reflects the estimated transaction fees payable related to the Transaction. (i) This adjustment reflects the estimated gain of $38,723 arising from the Transaction for the year ended December 31, 2019. This estimated gain has not been reflected in the pro forma unaudited condensed combined statements of loss as it is considered to be nonrecurring in nature. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the Purchase Agreement. Unaudited Pro Forma Condensed Combined Statement of Income (Loss) Nine Months Ended September 30, 2020 As Reported Pro Forma Adjustments Notes Pro Forma Product sales $ 22,334 $ (22,175) (j) $ 159 Total operating expense 2,259 (8,489) (k) (6,230) Operating income 20,075 (13,686) 6,389 Income (loss) before income taxes $ 9,048 $ (13,251) (l) $ (4,203) Unaudited Pro Forma Condensed Combined Statement of Loss Nine Months Ended September 30, 2019 As Reported Pro Forma Adjustments Notes Pro Forma Product sales $ 48,220 $ (48,007) (j) $ 213 Total operating expense 64,985 (14,398) (m) 50,587 Operating loss (16,765) (33,609) (50,374) Loss before income taxes $ (26,846) $ (33,113) (n) $ (59,959) Adjustments to the pro forma unaudited condensed combined statements of income (loss) (j) This adjustment reflects Product sales attributable to the Hospital Products. (k) This adjustment reflects the following estimated expenses attributable to the Hospital Products: • Cost of products of $3,540. • Research and Development expenses of $407. • Selling, general and administrative expenses of $809. • Intangible asset amortization on acquired development technology for Vazculep of $406. • Changes in fair value of related party contingent consideration of $3,327. The Company will no longer be responsible for these payments. (l) This amount reflects the adjustments noted in (j) and (k) above, as well as estimated Changes in fair value of related party payable of $435 attributable to the Hospital Products. The Company will no longer be responsible for these payments. (m) This adjustment reflects the following estimated expenses attributable to the Hospital Products: • Cost of products of $8,972. • Research and Development expenses of $1,604. • Selling, general and administrative expenses of $828. • Intangible asset amortization on acquired development technology for Vazculep of $610. • Changes in fair value of related party contingent consideration of $2,384. The Company will no longer be responsible for these payments. (n) This amount reflects the adjustments noted in (j) and (m) above, as well as the reversal of estimated Changes in fair value of related party payable of $496 attributable to the Hospital Products. The Company will no longer be responsible for these payments. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Prior to June 30, 2020, we generated revenue primarily from the sale of pharmaceutical products to customers. On June 30, 2020, we sold the Hospital Products. See Note 4: Disposition of the Hospital Products. Product Sales Prior to June 30, 2020, we sold products primarily through wholesalers and considered these wholesalers to be our customers. Revenue from product sales was recognized when the customer obtained control of our product and our performance obligations were met, which occurred typically upon receipt of delivery to the customer. As is customary in the pharmaceutical industry, our gross product sales were subject to a variety of price adjustments in arriving at reported net product sales. These adjustments included estimates for product returns, chargebacks, payment discounts, rebates, and other sales allowances and are estimated when the product is delivered based on analysis of historical data for the product or comparable products, as well as future expectations for such products. Reserves to Reduce Gross Revenues to Net Revenues Revenues from product sales were recorded at the net selling price, which included estimated reserves to reduce gross product sales to net product sales resulting from product returns, chargebacks, payment discounts, rebates, and other sales allowances that are offered within contracts between the Company and its customers and end users. These reserves were based on the amounts earned or to be claimed on the related sales and were classified as reductions of accounts receivable if the amount is payable to the customer, except in the case of the estimated reserve for future expired product returns, which are classified as a liability. The reserves are classified as a liability if the amount is payable to a party other than a customer. Where appropriate, these estimated reserves take into consideration relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates to reduce gross selling price to net selling price to which it expects to be entitled based on the terms of its contracts. The actual selling price ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known. Product Returns Consistent with industry practice, the Company maintains a returns policy that generally offers customers a right of return for product that has been purchased from the Company. The Company estimates the amount of product returns 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 based on analysis of historical data for the product or comparable products, as well as future expectations for such products and other judgments and analysis. Chargebacks, Discounts and Rebates Chargebacks, discounts and rebates represent the estimated obligations resulting from contractual commitments to sell products to its customers or end users at prices lower than the list prices charged to our wholesale customers. Customers charge the Company for the difference between the gross selling price they pay for the product and the ultimate contractual price agreed to between the Company and these end users. These reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and accounts receivable. Chargebacks, discounts and rebates are estimated at the time of sale to the customer. Disaggregation of revenue The Company’s source of revenue was from the sale of pharmaceutical products, which are equally affected by the same economic factors as it relates to the nature, amount, timing, and uncertainty of revenue and cash flows. For further detail about the Company’s revenues by product, see Note 19: Revenue by Product . Contract Balances The Company does not recognize revenue in advance of invoicing its customers and therefore has no related contract assets. A receivable is recognized in the period the Company sells its products and when the Company’s right to consideration is unconditional. There were no material deferred contract costs at September 30, 2020. Transaction Price Allocated to the Remaining Performance Obligation For product sales, the Company generally satisfied its performance obligations within the same period the product was delivered. Product sales recognized in the second quarter of 2020 from performance obligations satisfied (or partially satisfied) in previous periods were immaterial. The Company has elected certain of the practical expedients from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. Accordingly, the Company applies the practical expedient in ASC 606 to its stand-alone contracts and does not disclose information about variable consideration from remaining performance obligations for which the Company recognizes revenue. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company is required to measure certain assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting. For example, we use fair value extensively when accounting for and reporting certain financial instruments, when measuring certain contingent consideration liabilities and in the initial recognition of net assets acquired in a business combination. Fair value is estimated by applying the hierarchy described below, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as a market-based measurement that should be determined based on the assumptions that marketplace participants would use in pricing an asset or liability. When estimating fair value, depending on the nature and complexity of the asset or liability, we may generally use one or each of the following techniques: • Income approach, which is based on the present value of a future stream of net cash flows. • Market approach, which is based on market prices and other information from market transactions involving identical or comparable assets or liabilities. As a basis for considering the assumptions used in these techniques, the standard establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: • Level 1 - Quoted prices for identical assets or liabilities in active markets. • Level 2 - Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are directly or indirectly observable, or inputs that are derived principally from, or corroborated by, observable market data by correlation or other means. • Level 3 - Unobservable inputs that reflect estimates and assumptions. The following table summarizes the financial instruments measured at fair value on a recurring basis classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the accompanying unaudited condensed consolidated balance sheets: As of September 30, 2020 As of December 31, 2019 Fair Value Measurements: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Marketable securities (see Note 7 ) Equity securities $ — $ — $ — $ 4,404 $ — $ — Money market and mutual funds 104,186 — — 38,799 — — Corporate bonds — 20,415 — — 4,098 — Government securities - U.S. — 20,216 — — 5,446 — Other fixed-income securities 50 3,600 — — 1,637 — Total assets $ 104,236 $ 44,231 $ — $ 43,203 $ 11,181 $ — Contingent consideration payable (see Note 10 ) $ — $ — $ — $ — $ — $ 17,327 Total liabilities $ — $ — $ — $ — $ — $ 17,327 A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. During the periods ended September 30, 2020 and December 31, 2019, respectively, there were no transfers in and out of Level 1, 2, or 3. During the three and nine month periods ended September 30, 2020 and 2019, respectively, we did not recognize any other-than-temporary impairment loss. Some of the Company’s financial instruments, such as cash and cash equivalents, accounts receivable and accounts payable, are reflected in the balance sheet at carrying value, which approximates fair value due to their short-term nature. Debt We estimate the fair value of our $143,750 aggregate principal amount of 4.50% exchangeable senior notes due 2023 (the “2023 Notes”), a Level 2 input, based on interest rates that would be currently available to the Company for issuance of similar types of debt instruments with similar terms and remaining maturities or recent trading prices obtained from brokers. The estimated fair value of the 2023 Notes at September 30, 2020 is $116,636 compared to a book value of $126,520. See Note 11: Long-Term Debt for additional information regarding our debt obligations. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities The Company has investments in equity and available-for-sale debt securities which are recorded at fair market value. The change in the fair value of equity investments is recognized in our unaudited condensed consolidated statements of (loss) income and the change in the fair value of available-for-sale debt investments is recorded as other comprehensive loss in shareholders’ equity (deficit), net of income tax effects. As of September 30, 2020, we considered any decreases in fair value on our marketable securities to be driven by factors other than credit risk, including market risk. The following tables show the Company’s available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category as of September 30, 2020 and December 31, 2019, respectively: September 30, 2020 Marketable Securities: Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Money market and mutual funds $ 103,204 $ 1,041 $ (59) $ 104,186 Corporate bonds 20,212 227 (24) 20,415 Government securities - U.S. 20,015 202 (1) 20,216 Other fixed-income securities 3,625 29 (4) 3,650 Total $ 147,056 $ 1,499 $ (88) $ 148,467 December 31, 2019 Marketable Securities: Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Equity securities $ 4,234 $ 170 $ — $ 4,404 Money market and mutual funds 38,028 771 — 38,799 Corporate bonds 4,021 77 — 4,098 Government securities - U.S. 5,341 110 (5) 5,446 Other fixed-income securities 1,614 23 — 1,637 Total $ 53,238 $ 1,151 $ (5) $ 54,384 We determine realized gains or losses on the sale of marketable securities on a specific identification method. We reflect these gains and losses as a component of investment and other income in the accompanying unaudited condensed consolidated statements of (loss) income. We recognized gross realized gains of $136 and $71 for the three months ended September 30, 2020, and 2019, respectively. These realized gains were offset by realized losses of $8 and $64 for the three months ended September 30, 2020, and 2019, respectively. We recognized gross realized gains of $426 and $339 for the nine months ended September 30, 2020, and 2019, respectively. These realized gains were offset by realized losses of $886 and $211 for the nine months ended September 30, 2020 and 2019, respectively. We reflect these gains and losses as a component of investment income in the accompanying unaudited condensed consolidated statements of (loss) income. The following table summarizes the estimated fair value of our investments in marketable debt securities, accounted for as available-for-sale debt securities and classified by the contractual maturity date of the securities as of September 30, 2020: Maturities Marketable Debt Securities: Less than 1 Year 1-5 Years 5-10 Years Greater than 10 Years Total Corporate bonds $ 4,355 $ 14,274 $ 1,786 $ — $ 20,415 Government securities - U.S. — 17,749 739 1,728 20,216 Other fixed-income securities 50 3,600 — — 3,650 Total $ 4,405 $ 35,623 $ 2,525 $ 1,728 $ 44,281 The Company has classified our investment in available-for-sale marketable debt securities as current assets in the unaudited condensed consolidated balance sheets as the securities need to be available for use, if required, to fund current operations. There are no restrictions on the sale of any securities in our investment portfolio. The following table shows the gross unrealized losses and fair value of our available-for-sale debt securities at September 30, 2020. The unrealized losses in the table below are driven by factors other than credit risk and have been in a unrealized loss position for less than one year. We do not intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost bases. Marketable Debt Securities: Fair Value Unrealized Losses Corporate bonds $ 8,371 $ 24 Government securities - U.S. 267 1 Other fixed-income securities 2,151 4 Total $ 10,789 $ 29 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The principal categories of inventories, net of reserves of $0 and $914 at September 30, 2020 and December 31, 2019, respectively, are comprised of the following: Inventory: September 30, 2020 December 31, 2019 Finished goods $ — $ 3,020 Raw materials — 550 Total $ — $ 3,570 The decrease in inventory at September 30, 2020 is a result of the June 30, 2020 disposition of the Hospital Products. See Note 4: Disposition of the Hospital Products |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company’s amortizable and unamortizable intangible assets at September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 December 31, 2019 Goodwill and Intangible Assets: Gross Accumulated Net Carrying Gross Accumulated Net Carrying Amortizable intangible assets - Acquired developed technology - Vazculep (1) $ — $ — $ — $ 12,061 $ (11,248) $ 813 Unamortizable intangible assets - Goodwill (2) $ 16,836 $ — $ 16,836 $ 18,491 $ — $ 18,491 (1) This intangible asset was assumed by the Exela Buyer as part of the disposition of the Hospital Products on June 30, 2020. See Note 4: Disposition of the Hospital Products. (2) In connection with the disposition of the Hospital Products (see Note 4: Disposition of the Hospital Products ), the Company allocated goodwill of $1,655 on a relative fair value basis to the Hospital Products and included this amount in the net gain on the disposition of the Hospital Products on the unaudited condensed consolidated statements of (loss) income during the nine months ended September 30, 2020. |
Contingent Consideration Payabl
Contingent Consideration Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Contingent Consideration Payable | Contingent Consideration Payable Contingent consideration payable and related activity are reported at fair value and consist of the following at September 30, 2020 and December 31, 2019: Activity during the nine months ended Changes in Fair Value of Contingent Consideration Payable Contingent Consideration Payable: Balance, Payments Operating Expense Other Disposition of the Hospital Products Balance, September 30, 2020 Acquisition-related contingent consideration: Earn-out payments - Éclat Pharmaceuticals (a) (d) $ 15,472 $ (5,323) $ 3,327 $ — (13,476) $ — Financing-related: Royalty agreement - Deerfield (b) (d) 1,251 (587) — 272 (936) — Royalty agreement - Broadfin (c) (d) 604 (279) — 163 (488) — Total contingent consideration payable 17,327 $ (6,189) $ 3,327 $ 435 $ (14,900) — Less: current portion (5,554) — Long-term contingent consideration payable $ 11,773 $ — Long-term related party payable and related activity are reported at fair value and consist of the following at September 30, 2020 and June 30, 2020: Activity during the three months ended Changes in Fair Value of Contingent Consideration Payable Contingent Consideration Payable: Balance, Payments Operating Expense Other Balance, September 30, 2020 Acquisition-related contingent consideration: Earn-out payments - Éclat Pharmaceuticals (a) (d) $ 1,656 $ (1,587) $ (69) $ — $ — Financing-related: Royalty agreement - Deerfield (b) (d) 175 (175) — — — Royalty agreement - Broadfin (c) (d) 83 (83) — — — Total contingent consideration payable 1,914 $ (1,845) $ (69) $ — — Less: current portion — — Long-term contingent consideration payable $ 1,914 $ — (a) In March 2012, the Company acquired all of the membership interests of Éclat from Breaking Stick Holdings, L.L.C. (“Breaking Stick”, formerly Éclat Holdings), an affiliate of Deerfield. Breaking Stick is majority owned by Deerfield, with a minority interest owned by the Company’s former CEO, and certain other current and former employees. As part of the consideration, the Company committed to provide quarterly earn-out payments equal to 20% of any gross profit generated by certain Éclat products. These payments will continue in perpetuity, to the extent gross profit of the related products also continue in perpetuity. In connection with the disposition of the Hospital Products on June 30, 2020 as discussed in Note 4: Disposition of the Hospital Products , the Deerfield MIPA (with respect to certain sections thereof) and the Royalty Agreement were assigned to the Exela Buyer. Pursuant to the Purchase Agreement, the Exela Buyer assumed and will pay, perform, satisfy and discharge the liabilities and obligations of Avadel Legacy and the Company under the Deerfield Royalty Agreement. (b) As part of a February 2013 debt financing transaction conducted with Deerfield, the Company received cash of $2,600 in exchange for entering into a royalty agreement whereby the Company is obligated to pay quarterly a 1.75% royalty on the net sales of certain Éclat products until December 31, 2024. In connection with such debt financing transaction, the Company granted Deerfield a security interest in the product registration rights of the Éclat products. In connection with the disposition of the Hospital Products on June 30, 2020 as discussed in Note 4: Disposition of the Hospital Products , the Deerfield MIPA (with respect to certain sections thereof) and the Royalty Agreement were assigned to the Exela Buyer. Pursuant to the Purchase Agreement, the Exela Buyer assumed and will pay, perform, satisfy and discharge the liabilities and obligations of Avadel Legacy and the Company under the Deerfield Royalty Agreement. (c) As part of a December 2013 debt financing transaction conducted with Broadfin Healthcare Master Fund, a former related party and shareholder, the Company received cash of $2,200 in exchange for entering into a royalty agreement whereby the Company is obligated to pay quarterly a 0.834% royalty on the net sales of certain Éclat products until December 31, 2024. In connection with the disposition of the Hospital Products on June 30, 2020 as discussed in Note 4: Disposition of the Hospital Products , the Broadfin Royalty Agreement was assigned to the Exela Buyer and the Exela Buyer assumed and shall pay, perform, satisfy and discharge the liabilities and obligations of the Company under the Broadfin Royalty Agreement. (d) Deerfield and Broadfin Healthcare Master Trust disposed of their 2023 Notes and ordinary shares in the Company during the six months ended June 30, 2020 and are no longer considered related parties. Before the sale of the Hospital Products on June 30, 2020, the fair value of each contingent consideration payable listed in (a), (b) and (c) above was estimated using a discounted cash flow model based on estimated and projected annual net revenues or gross profit, as appropriate, of each of the specified Éclat products using an appropriate risk-adjusted discount rate of 14%. These fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement as defined in ASC 820. Subsequent changes in the fair value of the acquisition-related contingent consideration payables, resulting primarily from management’s revision of key assumptions, will be recorded in the unaudited condensed consolidated statements of (loss) income in the line items entitled “Changes in fair value of contingent consideration” for items noted in (b) above and in “Other expense - changes in fair value of contingent consideration payable” for items (b) and (c) above. See Note 1: Summary of Significant Accounting Policies under the caption Acquisition-related Contingent Consideration and Financing-related Royalty Agreements in Part II, Item 8 of the Company’s 2019 Annual Report on Form 10-K for more information on key assumptions used to determine the fair value of these liabilities. Prior to June 30, 2020, the Company chose to make a fair value election pursuant to ASC 825, “Financial Instruments” for its royalty agreements detailed in items (b) and (c) above. These financing-related liabilities are recorded at fair market value on the unaudited condensed consolidated balance sheets and the periodic change in fair market value is recorded as a component of “Other expense – change in fair value of contingent consideration payable” on the unaudited condensed consolidated statements of (loss) income. The following table summarizes changes to the contingent consideration payables, a recurring Level 3 measurement, for the nine-month periods ended September 30, 2020 and 2019, respectively: Contingent Consideration Payable Rollforward: Balance Balance, December 31, 2018 $ 28,840 Payments of contingent consideration (10,014) Fair value adjustments (1) 2,880 Balance, September 30, 2019 $ 21,706 Balance, December 31, 2019 $ 17,327 Payments of contingent consideration (6,189) Fair value adjustments (1) 3,762 Disposition of the Hospital Products (14,900) Balance, September 30, 2020 $ — |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt is summarized as follows: September 30, 2020 December 31, 2019 Principal amount of 4.50% exchangeable senior notes due 2023 $ 143,750 $ 143,750 Less: unamortized debt discount and issuance costs, net (17,230) (22,064) Net carrying amount of liability component 126,520 121,686 Less: current maturities — — Long-term debt $ 126,520 $ 121,686 Equity component: Equity component of exchangeable notes, net of issuance costs $ (26,699) $ (26,699) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxe s The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), enacted on March 27, 2020, includes significant business tax provisions. In particular, the CARES Act modified the rules associated with net operating losses (“NOLs”). Under the temporary provisions of the CARES Act, NOL carryforwards and carrybacks may offset 100% of taxable income for taxable years beginning before 2021. In addition, NOLs arising in 2018, 2019 and 2020 taxable years may be carried back to each of the preceding five years to generate a refund. During the nine months ended September 30, 2020, the income tax benefit includes a discrete tax benefit of $9,124 as a result of our ability under the CARES Act to carry back NOLs incurred to periods when the statutory U.S. Federal tax rate was 35% versus our current U.S. Federal tax rate of 21%. During the nine months ended September 30, 2020, the Company received $3,351 in cash tax refunds from carryback claims related to the CARES Act from the carryback of 2018 tax losses. During the three months ended September 30, 2020 the Company filed refund claims for $18,753 associated with the carryback of 2019 tax losses. The income tax benefit was $5,040 for the three months ended September 30, 2020 resulting in an effective tax rate of 30.1%. The income tax expense was $2,234 for the three months ended September 30, 2019 resulting in an effective tax rate of (33.6)%. The net increase in the effective income tax rate for the three months ended September 30, 2020, as compared to the same period in 2019, was primarily due to decreased income in the U.S. due to the sale of the Hospital Products. The income tax benefit was $9,258 for the nine months ended September 30, 2020 resulting in an effective tax rate of (102.3)%. The income tax provision was $3,641 for the nine months ended September 30, 2019 resulting in an effective tax rate of (13.7)%. The net decrease in the effective income tax rate for the nine months ended September 30, 2020, as compared to the same period in 2019, is primarily due to the discrete tax benefits recognized under the CARES Act as described above, favorable income tax benefits from the U.S. Orphan Drug and Research & Development Tax Credit, which did not occur during the nine months ended September 30, 2019, partially offset by increased income in the U.S. due to the sale of the Hospital Products during the nine months ended September 30, 2020. During the nine months ended September 30, 2020, the Company substantially completed the 2015 through 2017 U.S. Federal Tax Audit. Completion of the audit resulted in an assessment of $1,937 for the 2015 through 2017 U.S. Federal Tax Returns compared to the IRS Claims of $50,695 made on July 2, 2019 and the updated IRS Claims of $9,302 on October 2, 2019 made as part of the Specialty Pharma bankruptcy proceedings, which at this time does not include interest and penalties. The Company settled the $1,937 assessment. |
Other Assets and Liabilities
Other Assets and Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Assets and Liabilities | Other Assets and Liabilities Various other assets and liabilities are summarized as follows: Prepaid Expenses and Other Current Assets: September 30, 2020 December 31, 2019 Valued-added tax recoverable $ 353 $ 1,051 Prepaid and other expenses 1,426 2,116 Short-term deposit 1,477 — Guarantee from Armistice 364 454 Income tax receivable 18,593 536 Short term note receivable from Exela (see Note 4 ) 24,750 — Other 91 107 Total $ 47,054 $ 4,264 Other Non-Current Assets: September 30, 2020 December 31, 2019 Deferred tax assets, net $ 15,479 $ 29,427 Long-term deposits — 1,477 Guarantee from Armistice 1,117 1,367 Right of use assets at contract manufacturing organizations 5,201 6,428 Other 467 575 Total $ 22,264 $ 39,274 Accrued Expenses September 30, 2020 December 31, 2019 Accrued compensation $ 1,897 $ 3,944 Accrued social charges 394 592 Accrued restructuring (see Note 15 ) 728 2,949 Customer allowances 6,588 6,470 Accrued transaction fees related to the disposition of the Hospital Products 2,500 — Accrued contract research organization charges 361 2,098 Accrued contract manufacturing organization costs 1,009 735 Other 2,921 3,022 Total $ 16,398 $ 19,810 Other Current Liabilities: September 30, 2020 December 31, 2019 Accrued interest $ 1,078 $ 2,695 Due to Exela 1,817 — Guarantee to Deerfield 365 455 Other 171 725 Total $ 3,431 $ 3,875 Other Non-Current Liabilities: September 30, 2020 December 31, 2019 Customer allowances $ 659 $ 981 Unrecognized tax benefits 3,143 6,465 Guarantee to Deerfield 1,121 1,372 Other 15 55 Total $ 4,938 $ 8,873 |
Equity Transactions
Equity Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Equity Transactions | Equity Transactions Shelf Registration Statement on Form S-3 In February 2020, we filed with the SEC a new shelf registration statement on Form S-3 (the 2020 Shelf Registration Statement) (File No. 333-236258) that allows issuance and sale by us, from time to time, of: (a) up to $250,000 in aggregate of ordinary shares, nominal value US$0.01 per share (the “Ordinary Shares”), each of which may be represented by American Depositary Shares (“ADSs”), preferred shares, nominal value US$0.01 per share (the “Preferred Shares”), debt securities (the “Debt Securities”), warrants to purchase Ordinary Shares, ADSs, Preferred Shares and/or Debt Securities (the “Warrants”), and/or units consisting of Ordinary Shares, ADSs, Preferred Shares, one or more Debt Securities or Warrants in one or more series, in any combination, pursuant to the terms of the 2020 Shelf Registration Statement, the base prospectus contained in the 2020 Shelf Registration Statement (the “Base Prospectus”), and any amendments or supplements thereto (together, the “Securities”); including (b) up to $50,000 of ADSs that may be issued and sold from time to time pursuant to the terms of an Open Market Sale Agreement SM , entered into with Jefferies LLC on February 4, 2020 (the “Sales Agreement”), the 2020 Shelf Registration Statement, the Base Prospectus and the terms of the sales agreement prospectus contained in the 2020 Shelf Registration Statement. The transactions costs associated with the 2020 Shelf Registration Statement totaled approximately $428 of which $214 was charged against additional paid-in capital during the nine months ended September 30, 2020 as a result of the May 2020 Public Offering, discussed below. The remaining costs of $214 are recorded as a prepaid asset at September 30, 2020. February 2020 Private Placement On February 21, 2020, we announced that we entered into a definitive agreement for the sale of our ADSs and Series A Non-Voting Convertible Preferred Shares (“Series A Preferred”) in a private placement to a group of institutional accredited investors. The private placement resulted in gross proceeds of approximately $65,000 before deducting placement agent and other offering expenses, which resulted in net proceeds of $60,570. Pursuant to the terms of the private placement, we issued 8,680 ADSs and 488 shares of Series A Preferred at a price of $7.09 per share, priced at-the-market under Nasdaq rules. Each share of non-voting Series A Preferred is convertible into one ADS, provided that conversion will be prohibited if, as a result, the holder and its affiliates would own more than 9.99% of the total number of Avadel ADSs outstanding. The closing of the private placement occurred on February 25, 2020. Issuance costs of $4,430 have been recorded as a reduction of additional paid-in capital. May 2020 Public Offering In connection with the shelf registration statement described above, on April 28, 2020, we announced the pricing of an underwritten public offering of 11,630 Ordinary Shares, in the form of ADSs at a price to the public of $10.75 per ADS. Each ADS represents the right to receive one Ordinary Share. All of the ADSs were offered by us and the gross proceeds to us from the offering were approximately $125,000, before deducting underwriting discounts and commissions and offering expenses, which resulted in net proceeds of $116,924. The offering closed on May 1, 2020. August 2020 Treasury Shares Retirement In August 2020, the Company retired all of our 5,407 treasury shares, or $49,998 previously repurchased ordinary shares. As a result, we reduced additional paid-in capital by $49,944 and ordinary shares by $54 during the three and nine months ended September 30, 2020. The portion allocated to additional paid-in capital is determined pro rata by applying a percentage, determined by dividing the number of shares to be retired by the number of shares issued and outstanding as of the retirement date, to the balance of additional paid-in capital as of the retirement date. Based on this calculation, the entirety of the excess of repurchase price over par of $49,944 was allocated to additional paid-in capital. |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs 2019 French Restructuring During the second quarter of 2019, the Company initiated a plan to substantially reduce all of its workforce at its Vénissieux, France site (“2019 French Restructuring”). This reduction was part of an effort to align the Company’s cost structure with our ongoing and future planned projects. The reduction in workforce was completed during the three months ended June 30, 2020. Restructuring charges associated with this plan recognized during the three and nine months ended September 30, 2020 were immaterial. Restructuring charges associated with this plan of $1,259 and $3,198 were recognized during the three and nine months ended September 30, 2019. Included in the 2019 restructuring charges of $3,198 were charges for employee severance, benefits and other costs of $2,774, a charge of $598 related to fixed asset impairment, a charge of $826 related to the early termination penalty related to the office lease termination as well as a benefit of $1,000 related to the reversal of the French retirement indemnity obligation. The following table sets forth activities for the Company’s cost reduction plan obligations for the nine months ended September 30, 2020 and 2019: 2019 French Restructuring Obligation: 2020 2019 Balance of restructuring accrual at January 1, $ 1,922 $ — Charges for employee severance, benefits and other costs 173 2,774 Payments (1,813) (1,837) Foreign currency impact (45) (42) Balance of restructuring accrual at September 30, $ 237 $ 895 The 2019 French Restructuring liabilities of $237 are included in the unaudited condensed consolidated balance sheet in accrued expenses at September 30, 2020. 2019 Corporate Restructuring During the first quarter of 2019, the Company announced a plan to reduce its Corporate workforce by more than 50% (“2019 Corporate Restructuring”). The reduction in workforce is primarily a result of the exit of Noctiva during the first quarter of 2019 (see Note 3: Subsidiary Bankruptcy and Deconsolidation ), as well as an effort to better align the Company’s remaining cost structure at our U.S. and Ireland locations with our ongoing and future planned projects. The reduction in workforce was completed during the three months ended September 30, 2020. The restructuring charges associated with this plan recognized during the three and nine months ended September 30, 2020 were immaterial, compared to the restructuring charges of $607 and $1,570 recognized during the three and nine months ended September 30, 2019, respectively. Included in the 2019 Corporate Restructuring charges of $1,570 for the nine months ended September 30, 2019, were charges for employee severance, benefit and other costs of $2,966, as well as a benefit of $1,396 related to share based compensation forfeitures related to the employees affected by the global reduction in workforce. The following table sets forth activities for the Company’s cost reduction plan obligations for the nine months ended September 30, 2020 and 2019: 2019 Corporate Restructuring Obligation: 2020 2019 Balance of restructuring accrual at January 1, $ 1,080 $ — Charges for employee severance, benefits and other costs 206 2,966 Payments (794) (2,113) Balance of restructuring accrual at September 30, $ 492 $ 853 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 2020 Performance Share Units (“PSUs”) At the Annual Meeting of Stockholders held in August 2020, the 2020 Omnibus Incentive Compensation Plan was approved which provided for the grant of PSUs to certain executive officers and employees. These PSUs vest upon the achievement of certain regulatory milestones. As of September 30, 2020 152 PSUs were outstanding, none had vested and the weighted-average grant date fair value of all shares was $8.29 per share. The Company has not yet recognized any PSU-related stock-based compensation expense as the regulatory milestones have not yet been met; however, in the event the performance conditions are met before a certain date, approximately 150% of the outstanding shares, or $1,900 of compensation expense will be recognized by the Company for the PSUs outstanding as of September 30, 2020. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | Net (Loss) Income Per Share Basic net (loss) income per share is calculated by dividing net (loss) income by the weighted average number of shares outstanding during each period. Diluted net (loss) income per share is calculated by dividing net (loss) income - diluted by the diluted number of shares outstanding during each period. Except where the result would be anti-dilutive to net (loss) income, diluted net (loss) income per share would be calculated assuming the impact of the conversion of the 2023 Notes, the conversion of our preferred shares, the exercise of outstanding equity compensation awards, and ordinary shares expected to be issued under our employee stock purchase plan (“ESPP”). We have a choice to settle the conversion obligation under the 2023 Notes in cash, shares or any combination of the two. We utilize the if-converted method to reflect the impact of the conversion of the 2023 Notes, unless the result is anti-dilutive. This method assumes the conversion of the 2023 Notes into shares of our ordinary shares and reflects the elimination of the interest expense related to the 2023 Notes. The dilutive effect of the warrants, stock options, restricted stock units, preferred shares and ordinary shares expected to be issued under or ESPP has been calculated using the treasury stock method. The dilutive effect of the PSUs will be calculated using the treasury stock method, if and when the contingent vesting condition is achieved. A reconciliation of basic and diluted net (loss) income per share, together with the related shares outstanding in thousands is as follows: Three Months Ended September 30, Nine Months Ended September 30, Net (Loss) Income Per Share: 2020 2019 2020 2019 Net (loss) income $ (11,703) $ (8,864) $ 18,306 $ (30,487) Weighted average shares: Basic shares 58,213 37,436 51,206 37,382 Effect of dilutive securities—employee and director equity awards outstanding, preferred shares and 2023 Notes — — 1,643 — Diluted shares 58,213 37,436 52,849 37,382 Net (loss) income per share - basic $ (0.20) $ (0.24) $ 0.36 $ (0.82) Net (loss) income per share - diluted $ (0.20) $ (0.24) $ 0.35 $ (0.82) |
Comprehensive Loss
Comprehensive Loss | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Comprehensive Loss | Comprehensive Loss The following table shows the components of accumulated other comprehensive loss for the three and nine months ended September 30, 2020 and 2019, respectively, net of tax effects: Three Months Ended September 30, Nine Months Ended September 30, Accumulated Other Comprehensive Loss: 2020 2019 2020 2019 Foreign currency translation adjustment: Beginning balance $ (23,733) $ (23,720) $ (23,738) $ (23,621) Net other comprehensive income (loss) 534 (210) 539 (309) Balance at September 30, $ (23,199) $ (23,930) $ (23,199) $ (23,930) Unrealized gain on marketable debt securities, net Beginning balance $ 1,215 $ 872 $ 932 $ 205 Net other comprehensive income, net of $(1), $(5), $(131) and $(46) tax, respectively 66 86 349 753 Balance at September 30, $ 1,281 $ 958 $ 1,281 $ 958 Accumulated other comprehensive loss at September 30, $ (21,918) $ (22,972) $ (21,918) $ (22,972) The effect on the Company’s unaudited condensed consolidated financial statements of amounts reclassified out of accumulated other comprehensive loss was immaterial for all periods presented. |
Revenue by Product
Revenue by Product | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Revenue by Product | Revenue by Product The Company has determined that it operates in one segment, the development and commercialization of pharmaceutical products, including controlled-release therapeutic products based on its proprietary polymer based technology. The Company’s Chief Operating Decision Maker is the Chief Executive Officer (the “CEO”). The CEO reviews profit and loss information on a consolidated basis to assess performance and make overall operating decisions as well as resource allocations. All products are included in one segment because the Company’s products have similar economic and other characteristics, including the nature of the products and production processes, type of customers, distribution methods and regulatory environment. The following table presents a summary of total product sales by these products: Three Months Ended September 30, Nine Months Ended September 30, Product Sales by Product: 2020 2019 2020 2019 Bloxiverz $ — $ 1,466 $ 2,201 $ 6,392 Vazculep — 8,786 10,429 27,669 Akovaz — 4,208 9,545 13,946 Other — (231) 159 213 Total product sales $ — $ 14,229 $ 22,334 $ 48,220 On June 30, 2020, we sold the Hospital Products. See Note 4: Disposition of the Hospital Products |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company is subject to potential liabilities generally incidental to our business arising out of present and future lawsuits and claims related to product liability, personal injury, contract, commercial, intellectual property, tax, employment, compliance and other matters that arise in the ordinary course of business. The Company accrues for potential liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. At September 30, 2020 and December 31, 2019, there were no contingent liabilities with respect to any litigation, arbitration or administrative or other proceeding that are reasonably likely to have a material adverse effect on the Company’s unaudited condensed consolidated financial position, results of operations, cash flows or liquidity. Litigation Related to Noctiva Note 3: Subsidiary Bankruptcy and Deconsolidation briefly describes the Chapter 11 bankruptcy case which our subsidiary Specialty Pharma commenced on February 6, 2019, and which on April 26, 2019 resulted in the bankruptcy court-approved sale of all of Specialty Pharma’s intangible assets and inventory to an unaffiliated third party. As a result of such sale, Specialty Pharma has completed its divestment of the assets of the Noctiva business. During the pendency of the bankruptcy case, all pending litigation against Specialty Pharma is automatically stayed and any new litigation against Specialty Pharma is precluded unless the bankruptcy court orders otherwise. There is currently no pending or threatened litigation or disputes to which Specialty Pharma is or would be a party. All prior litigation and disputes involving Specialty Pharma have been dismissed or resolved. Material Commitments We have been relieved of all purchase commitments disclosed in Note 16: Contingent Liabilities and Commitments to the Company’s audited consolidated financial statements included in Part II, Item 8 of the Company’s 2019 Annual Report on Form 10-K due to the sale of the Hospital Products described in Note 4: Disposition of the Hospital Products . During the three months ended September 30, 2020, we entered into a commitment with a contract manufacturer related to the purchase and validation of equipment to be used in the manufacture of FT218. The total cost of this commitment is estimated to be approximately $3,800 and is expected to be completed by the end of 2021. Material commitments in the normal course of business include long-term debt obligations which are disclosed in Note 11: Long-Term Debt to the Company’s unaudited condensed consolidated financial statements. Our long-term contingent consideration payable as disclosed in Note 10: Contingent Consideration Payable has also been relieved due to the sale of the Hospital Products. Guarantees Deerfield Guarantee The fair values of our guarantee to Deerfield and the guarantee received by us from Armistice largely offset and when combined are not material. In connection with our February 2018 divestiture of our pediatric assets, we guaranteed to Deerfield the quarterly royalty payment of 15% on net sales of the FSC products through February 6, 2026 (“FSC Product Royalties”), in an aggregate amount of up to approximately $10,300. Given our explicit guarantee to Deerfield, the Company recorded the guarantee in accordance with ASC 460. The balance of this guarantee liability was $1,486 at September 30, 2020. This liability is being amortized proportionately based on undiscounted cash outflows through the remainder of the contract with Deerfield. Armistice Guarantee In connection with our February 2018 divestiture of the pediatric assets, Armistice Capital Master Fund, Ltd., the majority shareholder of Cerecor, guaranteed to us the FSC Product Royalties. The Company recorded the guarantee in accordance with ASC 460. The balance of this guarantee asset was $1,481 at September 30, 2020. This asset is being amortized proportionately based on undiscounted cash outflows through the remainder of the contract with Deerfield. Off-Balance Sheet Arrangements As of September 30, 2020, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations. Avadel Pharmaceuticals plc (Nasdaq: AVDL) (“Avadel,” the “Company,” “we,” “our,” or “us”) is an emerging biopharmaceutical company. Our lead product candidate, FT218, is an investigational once-nightly formulation of sodium oxybate for the treatment of excessive daytime sleepiness (“EDS”) and cataplexy in narcolepsy patients. FT218 uses our Micropump controlled release drug-delivery technology. We are primarily focused on the development and potential United States (“U.S.”) Food and Drug Administration (“FDA”) approval of FT218. Outside of our lead product candidate, we continue to evaluate opportunities to expand our product portfolio. We were incorporated in Ireland on December 1, 2015 as a private limited company, and re-registered as an Irish public limited company on November 21, 2016. Our headquarters are in Dublin, Ireland and we have operations in St. Louis, Missouri, U.S. |
Basis of Presentation | Basis of Presentation. The unaudited condensed consolidated balance sheet as of September 30, 2020, which is derived from the prior year 2019 audited consolidated financial statements, and the interim unaudited condensed consolidated financial statements presented herein, have been prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP), the requirements of Form 10-Q and Article 10 of Regulation S-X and, consequently, do not include all information or footnotes required by U.S. GAAP for complete financial statements or all the disclosures normally made in an Annual Report on Form 10-K. Accordingly, the unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on March 16, 2020. The unaudited condensed consolidated financial statements include the accounts of the Company and subsidiaries, and reflect all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. All intercompany accounts and transactions have been eliminated. Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. On February 6, 2019, our indirect wholly-owned subsidiary, Avadel Specialty Pharmaceuticals, LLC (“Specialty Pharma”), filed a voluntary petition for reorganization under Chapter 11 of the U.S. Code (the “Bankruptcy Code”). in the U.S. District Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), Case No. 19-10248. Specialty Pharma is operating and managing its business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and order of the Bankruptcy Court. As a result of Specialty Pharma’s voluntary bankruptcy filing on February 6, 2019, we no longer controlled the operations of Specialty Pharma; therefore, we deconsolidated Specialty Pharma effective with the bankruptcy filing and the Company recorded its investment in Specialty Pharma under the cost method. See Note 3: Subsidiary Bankruptcy and Deconsolidation. Our results of operations for the period January 1, 2019 through February 6, 2019 include the results of Specialty Pharma prior to its February 6, 2019 voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. |
Revenue | Revenue. Prior to June 30, 2020, we generated revenue primarily from the sale of pharmaceutical products to customers, which we refer to as the Hospital Products. On June 30, 2020, we sold the Hospital Products. See Note 4: Disposition of the Hospital Products. Product Sales Prior to June 30, 2020, we sold products primarily through wholesalers and considered these wholesalers to be our customers. Revenue from product sales was recognized when the customer obtained control of our product and our performance obligations were met, which occurred typically upon receipt of delivery to the customer. As is customary in the pharmaceutical industry, our gross product sales were subject to a variety of price adjustments in arriving at reported net product sales. These adjustments included estimates for product returns, chargebacks, payment discounts, rebates, and other sales allowances and are estimated when the product is delivered based on analysis of historical data for the product or comparable products, as well as future expectations for such products. For a complete discussion of the accounting for net product revenue, see Note 5 : Revenue Recognition . Prior to June 30, 2020, we generated revenue primarily from the sale of pharmaceutical products to customers. On June 30, 2020, we sold the Hospital Products. See Note 4: Disposition of the Hospital Products. Product Sales Prior to June 30, 2020, we sold products primarily through wholesalers and considered these wholesalers to be our customers. Revenue from product sales was recognized when the customer obtained control of our product and our performance obligations were met, which occurred typically upon receipt of delivery to the customer. As is customary in the pharmaceutical industry, our gross product sales were subject to a variety of price adjustments in arriving at reported net product sales. These adjustments included estimates for product returns, chargebacks, payment discounts, rebates, and other sales allowances and are estimated when the product is delivered based on analysis of historical data for the product or comparable products, as well as future expectations for such products. Reserves to Reduce Gross Revenues to Net Revenues Revenues from product sales were recorded at the net selling price, which included estimated reserves to reduce gross product sales to net product sales resulting from product returns, chargebacks, payment discounts, rebates, and other sales allowances that are offered within contracts between the Company and its customers and end users. These reserves were based on the amounts earned or to be claimed on the related sales and were classified as reductions of accounts receivable if the amount is payable to the customer, except in the case of the estimated reserve for future expired product returns, which are classified as a liability. The reserves are classified as a liability if the amount is payable to a party other than a customer. Where appropriate, these estimated reserves take into consideration relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates to reduce gross selling price to net selling price to which it expects to be entitled based on the terms of its contracts. The actual selling price ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known. Product Returns Consistent with industry practice, the Company maintains a returns policy that generally offers customers a right of return for product that has been purchased from the Company. The Company estimates the amount of product returns 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 based on analysis of historical data for the product or comparable products, as well as future expectations for such products and other judgments and analysis. Chargebacks, Discounts and Rebates Chargebacks, discounts and rebates represent the estimated obligations resulting from contractual commitments to sell products to its customers or end users at prices lower than the list prices charged to our wholesale customers. Customers charge the Company for the difference between the gross selling price they pay for the product and the ultimate contractual price agreed to between the Company and these end users. These reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and accounts receivable. Chargebacks, discounts and rebates are estimated at the time of sale to the customer. Disaggregation of revenue The Company’s source of revenue was from the sale of pharmaceutical products, which are equally affected by the same economic factors as it relates to the nature, amount, timing, and uncertainty of revenue and cash flows. For further detail about the Company’s revenues by product, see Note 19: Revenue by Product . Contract Balances The Company does not recognize revenue in advance of invoicing its customers and therefore has no related contract assets. A receivable is recognized in the period the Company sells its products and when the Company’s right to consideration is unconditional. There were no material deferred contract costs at September 30, 2020. Transaction Price Allocated to the Remaining Performance Obligation For product sales, the Company generally satisfied its performance obligations within the same period the product was delivered. Product sales recognized in the second quarter of 2020 from performance obligations satisfied (or partially satisfied) in previous periods were immaterial. The Company has elected certain of the practical expedients from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. Accordingly, the Company applies the practical expedient in ASC 606 to its stand-alone contracts and does not disclose information about variable consideration from remaining performance obligations for which the Company recognizes revenue. |
Accounts Receivable | Accounts Receivable. Prior to the sale of the Hospital Products on June 30, 2020, a |
Newly Issued Accounting Pronouncements | Newly Issued Accounting Standards Recent Accounting Guidance Not Yet Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The FASB’s amendments primarily impact ASC 740, Income Taxes , and may impact both interim and annual reporting periods. ASU 2019-12 will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and early adoption is permitted. We are currently evaluating the impact of adopting ASU 2019-12. |
Disposition of the Hospital B_2
Disposition of the Hospital Business - (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The $45,760 gain represents the aggregate consideration of $42,000, transaction fees of $2,928, plus the assets and liabilities either transferred to the Exela Buyer or eliminated by us due to the sale of the Hospital Products, which are listed below. September 30, 2020 Prepaid expenses and other current assets $ (134) Inventories (4,922) Goodwill (1,654) Intangible assets, net (407) Other non-current assets (1,095) Total long-term contingent consideration payable 14,900 Net liabilities disposed of 6,688 Aggregate consideration 42,000 Less transaction fees (2,928) Net gain on the sale of the Hospital Products $ 45,760 |
Schedule of Error Corrections and Prior Period Adjustments | The pro forma adjustments are based on available information and assumptions that the Company believes are attributable to the sale. Unaudited Pro Forma Condensed Combined Balance Sheets As of December 31, 2019 As Reported Pro Forma Adjustments Notes Pro Forma ASSETS Cash and cash equivalents $ 9,774 $ 12,935 (a) $ 22,709 Inventories 3,570 (3,570) (b) — Prepaid expenses and other current assets 4,264 27,500 (c) 31,764 Goodwill 18,491 (1,654) (d) 16,837 Intangible assets, net 813 (813) (e) — Other non-current assets 39,274 (9,702) (f) 29,572 Total assets $ 151,436 $ 24,696 $ 176,132 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current portion of long-term contingent consideration payable $ 5,554 $ (5,054) (g) $ 500 Accrued expenses 19,810 2,800 (h) 22,610 Long-term contingent consideration payable, less current portion 11,773 (11,773) (g) — Total liabilities 180,635 (14,027) 166,608 Shareholders’ equity (deficit): Accumulated deficit (391,215) 38,723 (i) (352,492) Total shareholders’ (deficit) equity (29,199) 38,723 9,524 Total liabilities and shareholders’ equity (deficit) $ 151,436 $ 24,696 $ 176,132 Adjustments to the pro forma unaudited condensed combined balance sheet (a) This adjustment represents the receipt of $14,500 cash consideration from the Exela Buyer at the closing of the Transaction less $1,565 placed into escrow for the estimated earn outs and royalties payable to Breaking Stick Holdings L.L.C., Horizon Santé FLML, Sarl, Deerfield Private Design Fund II, L.P., all affiliates of Deerfield Capital L.P. ("Deerfield") and Broadfin Healthcare Master Fund ("Broadfin") for the current quarter ended. (b) This adjustment reflects the elimination of Inventories that were purchased as part of the Transaction. (c) This adjustment reflects the Transaction consideration in the form of ten (d) This adjustment reflects the elimination of $1,654 of Goodwill based on the relative fair value of the Hospital Products as a portion of the overall value of the Company. (e) This adjustment reflects the elimination of the unamortized balance of the Intangible asset on acquired developed technology for Vazculep. (f) This adjustment reflects the elimination of $1,228 of other long-term assets and $8,474 of deferred tax assets at December 31, 2019. The eliminated deferred tax assets are tax attributes of the Hospital Products. (g) This adjustment reflects the elimination of short and long term related party payables, less the expected amounts due to Deerfield and Broadfin after taking into consideration the escrow discussed in Note (a). As part of the Transaction, the buyer agreed to assume the quarterly earn-out and royalty payments for periods after the close of the Transaction. The Company will no longer be responsible for these payments. (h) This adjustment reflects the estimated transaction fees payable related to the Transaction. (i) This adjustment reflects the estimated gain of $38,723 arising from the Transaction for the year ended December 31, 2019. This estimated gain has not been reflected in the pro forma unaudited condensed combined statements of loss as it is considered to be nonrecurring in nature. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the Purchase Agreement. Unaudited Pro Forma Condensed Combined Statement of Income (Loss) Nine Months Ended September 30, 2020 As Reported Pro Forma Adjustments Notes Pro Forma Product sales $ 22,334 $ (22,175) (j) $ 159 Total operating expense 2,259 (8,489) (k) (6,230) Operating income 20,075 (13,686) 6,389 Income (loss) before income taxes $ 9,048 $ (13,251) (l) $ (4,203) Unaudited Pro Forma Condensed Combined Statement of Loss Nine Months Ended September 30, 2019 As Reported Pro Forma Adjustments Notes Pro Forma Product sales $ 48,220 $ (48,007) (j) $ 213 Total operating expense 64,985 (14,398) (m) 50,587 Operating loss (16,765) (33,609) (50,374) Loss before income taxes $ (26,846) $ (33,113) (n) $ (59,959) Adjustments to the pro forma unaudited condensed combined statements of income (loss) (j) This adjustment reflects Product sales attributable to the Hospital Products. (k) This adjustment reflects the following estimated expenses attributable to the Hospital Products: • Cost of products of $3,540. • Research and Development expenses of $407. • Selling, general and administrative expenses of $809. • Intangible asset amortization on acquired development technology for Vazculep of $406. • Changes in fair value of related party contingent consideration of $3,327. The Company will no longer be responsible for these payments. (l) This amount reflects the adjustments noted in (j) and (k) above, as well as estimated Changes in fair value of related party payable of $435 attributable to the Hospital Products. The Company will no longer be responsible for these payments. (m) This adjustment reflects the following estimated expenses attributable to the Hospital Products: • Cost of products of $8,972. • Research and Development expenses of $1,604. • Selling, general and administrative expenses of $828. • Intangible asset amortization on acquired development technology for Vazculep of $610. • Changes in fair value of related party contingent consideration of $2,384. The Company will no longer be responsible for these payments. (n) This amount reflects the adjustments noted in (j) and (m) above, as well as the reversal of estimated Changes in fair value of related party payable of $496 attributable to the Hospital Products. The Company will no longer be responsible for these payments. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the financial instruments measured at fair value on a recurring basis classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the accompanying unaudited condensed consolidated balance sheets: As of September 30, 2020 As of December 31, 2019 Fair Value Measurements: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Marketable securities (see Note 7 ) Equity securities $ — $ — $ — $ 4,404 $ — $ — Money market and mutual funds 104,186 — — 38,799 — — Corporate bonds — 20,415 — — 4,098 — Government securities - U.S. — 20,216 — — 5,446 — Other fixed-income securities 50 3,600 — — 1,637 — Total assets $ 104,236 $ 44,231 $ — $ 43,203 $ 11,181 $ — Contingent consideration payable (see Note 10 ) $ — $ — $ — $ — $ — $ 17,327 Total liabilities $ — $ — $ — $ — $ — $ 17,327 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale and Equity Securities | The following tables show the Company’s available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category as of September 30, 2020 and December 31, 2019, respectively: September 30, 2020 Marketable Securities: Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Money market and mutual funds $ 103,204 $ 1,041 $ (59) $ 104,186 Corporate bonds 20,212 227 (24) 20,415 Government securities - U.S. 20,015 202 (1) 20,216 Other fixed-income securities 3,625 29 (4) 3,650 Total $ 147,056 $ 1,499 $ (88) $ 148,467 December 31, 2019 Marketable Securities: Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Equity securities $ 4,234 $ 170 $ — $ 4,404 Money market and mutual funds 38,028 771 — 38,799 Corporate bonds 4,021 77 — 4,098 Government securities - U.S. 5,341 110 (5) 5,446 Other fixed-income securities 1,614 23 — 1,637 Total $ 53,238 $ 1,151 $ (5) $ 54,384 |
Schedule of Contractual Maturity Dates | The following table summarizes the estimated fair value of our investments in marketable debt securities, accounted for as available-for-sale debt securities and classified by the contractual maturity date of the securities as of September 30, 2020: Maturities Marketable Debt Securities: Less than 1 Year 1-5 Years 5-10 Years Greater than 10 Years Total Corporate bonds $ 4,355 $ 14,274 $ 1,786 $ — $ 20,415 Government securities - U.S. — 17,749 739 1,728 20,216 Other fixed-income securities 50 3,600 — — 3,650 Total $ 4,405 $ 35,623 $ 2,525 $ 1,728 $ 44,281 |
Schedule of Debt Securities, Available-for-sale, Unrealized Loss Position, Fair Value | Marketable Debt Securities: Fair Value Unrealized Losses Corporate bonds $ 8,371 $ 24 Government securities - U.S. 267 1 Other fixed-income securities 2,151 4 Total $ 10,789 $ 29 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The principal categories of inventories, net of reserves of $0 and $914 at September 30, 2020 and December 31, 2019, respectively, are comprised of the following: Inventory: September 30, 2020 December 31, 2019 Finished goods $ — $ 3,020 Raw materials — 550 Total $ — $ 3,570 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The Company’s amortizable and unamortizable intangible assets at September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 December 31, 2019 Goodwill and Intangible Assets: Gross Accumulated Net Carrying Gross Accumulated Net Carrying Amortizable intangible assets - Acquired developed technology - Vazculep (1) $ — $ — $ — $ 12,061 $ (11,248) $ 813 Unamortizable intangible assets - Goodwill (2) $ 16,836 $ — $ 16,836 $ 18,491 $ — $ 18,491 |
Contingent Consideration Paya_2
Contingent Consideration Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Related Party Transactions | Contingent consideration payable and related activity are reported at fair value and consist of the following at September 30, 2020 and December 31, 2019: Activity during the nine months ended Changes in Fair Value of Contingent Consideration Payable Contingent Consideration Payable: Balance, Payments Operating Expense Other Disposition of the Hospital Products Balance, September 30, 2020 Acquisition-related contingent consideration: Earn-out payments - Éclat Pharmaceuticals (a) (d) $ 15,472 $ (5,323) $ 3,327 $ — (13,476) $ — Financing-related: Royalty agreement - Deerfield (b) (d) 1,251 (587) — 272 (936) — Royalty agreement - Broadfin (c) (d) 604 (279) — 163 (488) — Total contingent consideration payable 17,327 $ (6,189) $ 3,327 $ 435 $ (14,900) — Less: current portion (5,554) — Long-term contingent consideration payable $ 11,773 $ — Long-term related party payable and related activity are reported at fair value and consist of the following at September 30, 2020 and June 30, 2020: Activity during the three months ended Changes in Fair Value of Contingent Consideration Payable Contingent Consideration Payable: Balance, Payments Operating Expense Other Balance, September 30, 2020 Acquisition-related contingent consideration: Earn-out payments - Éclat Pharmaceuticals (a) (d) $ 1,656 $ (1,587) $ (69) $ — $ — Financing-related: Royalty agreement - Deerfield (b) (d) 175 (175) — — — Royalty agreement - Broadfin (c) (d) 83 (83) — — — Total contingent consideration payable 1,914 $ (1,845) $ (69) $ — — Less: current portion — — Long-term contingent consideration payable $ 1,914 $ — (a) In March 2012, the Company acquired all of the membership interests of Éclat from Breaking Stick Holdings, L.L.C. (“Breaking Stick”, formerly Éclat Holdings), an affiliate of Deerfield. Breaking Stick is majority owned by Deerfield, with a minority interest owned by the Company’s former CEO, and certain other current and former employees. As part of the consideration, the Company committed to provide quarterly earn-out payments equal to 20% of any gross profit generated by certain Éclat products. These payments will continue in perpetuity, to the extent gross profit of the related products also continue in perpetuity. In connection with the disposition of the Hospital Products on June 30, 2020 as discussed in Note 4: Disposition of the Hospital Products , the Deerfield MIPA (with respect to certain sections thereof) and the Royalty Agreement were assigned to the Exela Buyer. Pursuant to the Purchase Agreement, the Exela Buyer assumed and will pay, perform, satisfy and discharge the liabilities and obligations of Avadel Legacy and the Company under the Deerfield Royalty Agreement. (b) As part of a February 2013 debt financing transaction conducted with Deerfield, the Company received cash of $2,600 in exchange for entering into a royalty agreement whereby the Company is obligated to pay quarterly a 1.75% royalty on the net sales of certain Éclat products until December 31, 2024. In connection with such debt financing transaction, the Company granted Deerfield a security interest in the product registration rights of the Éclat products. In connection with the disposition of the Hospital Products on June 30, 2020 as discussed in Note 4: Disposition of the Hospital Products , the Deerfield MIPA (with respect to certain sections thereof) and the Royalty Agreement were assigned to the Exela Buyer. Pursuant to the Purchase Agreement, the Exela Buyer assumed and will pay, perform, satisfy and discharge the liabilities and obligations of Avadel Legacy and the Company under the Deerfield Royalty Agreement. (c) As part of a December 2013 debt financing transaction conducted with Broadfin Healthcare Master Fund, a former related party and shareholder, the Company received cash of $2,200 in exchange for entering into a royalty agreement whereby the Company is obligated to pay quarterly a 0.834% royalty on the net sales of certain Éclat products until December 31, 2024. In connection with the disposition of the Hospital Products on June 30, 2020 as discussed in Note 4: Disposition of the Hospital Products , the Broadfin Royalty Agreement was assigned to the Exela Buyer and the Exela Buyer assumed and shall pay, perform, satisfy and discharge the liabilities and obligations of the Company under the Broadfin Royalty Agreement. (d) Deerfield and Broadfin Healthcare Master Trust disposed of their 2023 Notes and ordinary shares in the Company during the six months ended June 30, 2020 and are no longer considered related parties. The following table summarizes changes to the contingent consideration payables, a recurring Level 3 measurement, for the nine-month periods ended September 30, 2020 and 2019, respectively: Contingent Consideration Payable Rollforward: Balance Balance, December 31, 2018 $ 28,840 Payments of contingent consideration (10,014) Fair value adjustments (1) 2,880 Balance, September 30, 2019 $ 21,706 Balance, December 31, 2019 $ 17,327 Payments of contingent consideration (6,189) Fair value adjustments (1) 3,762 Disposition of the Hospital Products (14,900) Balance, September 30, 2020 $ — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt is summarized as follows: September 30, 2020 December 31, 2019 Principal amount of 4.50% exchangeable senior notes due 2023 $ 143,750 $ 143,750 Less: unamortized debt discount and issuance costs, net (17,230) (22,064) Net carrying amount of liability component 126,520 121,686 Less: current maturities — — Long-term debt $ 126,520 $ 121,686 Equity component: Equity component of exchangeable notes, net of issuance costs $ (26,699) $ (26,699) |
Other Assets and Liabilities (T
Other Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Various other assets and liabilities are summarized as follows: Prepaid Expenses and Other Current Assets: September 30, 2020 December 31, 2019 Valued-added tax recoverable $ 353 $ 1,051 Prepaid and other expenses 1,426 2,116 Short-term deposit 1,477 — Guarantee from Armistice 364 454 Income tax receivable 18,593 536 Short term note receivable from Exela (see Note 4 ) 24,750 — Other 91 107 Total $ 47,054 $ 4,264 |
Schedule of Other Assets, Noncurrent | Other Non-Current Assets: September 30, 2020 December 31, 2019 Deferred tax assets, net $ 15,479 $ 29,427 Long-term deposits — 1,477 Guarantee from Armistice 1,117 1,367 Right of use assets at contract manufacturing organizations 5,201 6,428 Other 467 575 Total $ 22,264 $ 39,274 |
Schedule of Accrued Liabilities | Accrued Expenses September 30, 2020 December 31, 2019 Accrued compensation $ 1,897 $ 3,944 Accrued social charges 394 592 Accrued restructuring (see Note 15 ) 728 2,949 Customer allowances 6,588 6,470 Accrued transaction fees related to the disposition of the Hospital Products 2,500 — Accrued contract research organization charges 361 2,098 Accrued contract manufacturing organization costs 1,009 735 Other 2,921 3,022 Total $ 16,398 $ 19,810 |
Schedule of Other Current Liabilities | Other Current Liabilities: September 30, 2020 December 31, 2019 Accrued interest $ 1,078 $ 2,695 Due to Exela 1,817 — Guarantee to Deerfield 365 455 Other 171 725 Total $ 3,431 $ 3,875 |
Schedule Of Long Term Liabilities | Other Non-Current Liabilities: September 30, 2020 December 31, 2019 Customer allowances $ 659 $ 981 Unrecognized tax benefits 3,143 6,465 Guarantee to Deerfield 1,121 1,372 Other 15 55 Total $ 4,938 $ 8,873 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The following table sets forth activities for the Company’s cost reduction plan obligations for the nine months ended September 30, 2020 and 2019: 2019 French Restructuring Obligation: 2020 2019 Balance of restructuring accrual at January 1, $ 1,922 $ — Charges for employee severance, benefits and other costs 173 2,774 Payments (1,813) (1,837) Foreign currency impact (45) (42) Balance of restructuring accrual at September 30, $ 237 $ 895 The following table sets forth activities for the Company’s cost reduction plan obligations for the nine months ended September 30, 2020 and 2019: 2019 Corporate Restructuring Obligation: 2020 2019 Balance of restructuring accrual at January 1, $ 1,080 $ — Charges for employee severance, benefits and other costs 206 2,966 Payments (794) (2,113) Balance of restructuring accrual at September 30, $ 492 $ 853 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Reconciliation | A reconciliation of basic and diluted net (loss) income per share, together with the related shares outstanding in thousands is as follows: Three Months Ended September 30, Nine Months Ended September 30, Net (Loss) Income Per Share: 2020 2019 2020 2019 Net (loss) income $ (11,703) $ (8,864) $ 18,306 $ (30,487) Weighted average shares: Basic shares 58,213 37,436 51,206 37,382 Effect of dilutive securities—employee and director equity awards outstanding, preferred shares and 2023 Notes — — 1,643 — Diluted shares 58,213 37,436 52,849 37,382 Net (loss) income per share - basic $ (0.20) $ (0.24) $ 0.36 $ (0.82) Net (loss) income per share - diluted $ (0.20) $ (0.24) $ 0.35 $ (0.82) |
Comprehensive Income (Loss) (Ta
Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table shows the components of accumulated other comprehensive loss for the three and nine months ended September 30, 2020 and 2019, respectively, net of tax effects: Three Months Ended September 30, Nine Months Ended September 30, Accumulated Other Comprehensive Loss: 2020 2019 2020 2019 Foreign currency translation adjustment: Beginning balance $ (23,733) $ (23,720) $ (23,738) $ (23,621) Net other comprehensive income (loss) 534 (210) 539 (309) Balance at September 30, $ (23,199) $ (23,930) $ (23,199) $ (23,930) Unrealized gain on marketable debt securities, net Beginning balance $ 1,215 $ 872 $ 932 $ 205 Net other comprehensive income, net of $(1), $(5), $(131) and $(46) tax, respectively 66 86 349 753 Balance at September 30, $ 1,281 $ 958 $ 1,281 $ 958 Accumulated other comprehensive loss at September 30, $ (21,918) $ (22,972) $ (21,918) $ (22,972) |
Revenue by Product (Tables)
Revenue by Product (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, Revenue by Product | The following table presents a summary of total product sales by these products: Three Months Ended September 30, Nine Months Ended September 30, Product Sales by Product: 2020 2019 2020 2019 Bloxiverz $ — $ 1,466 $ 2,201 $ 6,392 Vazculep — 8,786 10,429 27,669 Akovaz — 4,208 9,545 13,946 Other — (231) 159 213 Total product sales $ — $ 14,229 $ 22,334 $ 48,220 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 6 Months Ended | 9 Months Ended |
Jun. 30, 2020USD ($) | Sep. 30, 2020FDA_drug | |
Accounting Policies [Abstract] | ||
Number of products with FDA approval | FDA_drug | 4 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | The Business | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Initial cash consideration | $ 14,500 | |
Additional consideration paid in monthly installments | $ 27,500 | |
Payment installment term (in months) | 10 months | 10 months |
Aggregate consideration | $ 42,000 |
Subsidiary Bankruptcy and Dec_2
Subsidiary Bankruptcy and Deconsolidation (Details) - USD ($) | Jul. 24, 2020 | Apr. 26, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 07, 2020 | Oct. 02, 2019 | Jul. 02, 2019 | Feb. 08, 2019 | Feb. 05, 2019 |
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||
Gain (loss) on deconsolidation of subsidiary | $ 0 | $ 0 | $ 0 | $ (2,840,000) | |||||||
Bankruptcy claims, amount paid to settle claims | $ 800,000 | ||||||||||
DIP Credit Agreement | Debtor in Possession Credit and Security Facility | |||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||
Gain (loss) on deconsolidation of subsidiary | 407,000 | ||||||||||
Payments for debtor in possession financing | 407,000 | ||||||||||
Speciality Pharama | |||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||
Aggregate cash proceeds of intangible assets and remaining inventory | $ 250,000 | ||||||||||
Speciality Pharama | Minimum | |||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||
Bankruptcy claims, amount paid to settle claims | $ 125,000 | ||||||||||
Speciality Pharama | Internal Revenue Service (IRS) | |||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||
Bankruptcy claims, amount of filed claims likely to be denied | 1,937,000 | 1,937,000 | $ 9,302,000 | $ 50,695,000 | |||||||
Bankruptcy claims, amount paid to settle claims | $ 1,937,000 | $ 1,937,000 | |||||||||
Speciality Pharama | DIP Credit Agreement | Debtor in Possession Credit and Security Facility | |||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||
DIP financing, amount arranged | $ 2,700,000 | ||||||||||
Serenity Pharmaceuticals, LLC | |||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||
Loss contingency, damages sought, value | 3,096,000 | ||||||||||
Serenity Pharmaceuticals, LLC | Minimum | |||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||
Loss contingency, damages sought, value | $ 50,000,000 | ||||||||||
Specialty Pharma | |||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||
Equity method investments, fair value | $ 0 |
Disposition of the Hospital B_3
Disposition of the Hospital Business Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from the disposition of the hospital products | $ 17,250 | $ 0 | |||
Net gain on the sale of the Hospital Products | $ 0 | $ (1,750) | |||
The Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Initial cash consideration | $ 14,500 | ||||
Additional consideration paid in monthly installments | $ 27,500 | ||||
Payment installment term (in months) | 10 months | 10 months | |||
Aggregate consideration | $ 42,000 | ||||
Proceeds from the disposition of the hospital products | $ 2,750 | ||||
Net gain on the sale of the Hospital Products | 45,760 | $ 45,760 | $ 38,723 | ||
Transaction fees | $ 2,928 |
Disposition of the Hospital B_4
Disposition of the Hospital Business Components of Consideration and Assets and Liabilities Either Transferred or Eliminated (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net gain on the sale of the Hospital Products | $ 0 | $ (1,750) | ||
The Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Prepaid expenses and other current assets | $ (134) | |||
Inventories | (4,922) | |||
Goodwill | (1,654) | |||
Intangible assets, net | (407) | |||
Other non-current assets | (1,095) | |||
Total long-term contingent consideration payable | 14,900 | |||
Net liabilities disposed of | 6,688 | |||
Aggregate consideration | 42,000 | |||
Less transaction fees | (2,928) | |||
Net gain on the sale of the Hospital Products | $ 45,760 | $ 45,760 | $ 38,723 |
Disposition of the Hospital B_5
Disposition of the Hospital Business - Unaudited Pro Forma Condensed Combined Balance Sheets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||||||||
Cash and cash equivalents | $ 83,109 | $ 83,109 | $ 9,774 | ||||||
Inventories | 0 | 0 | 3,570 | ||||||
Prepaid expenses and other current assets | 47,054 | 47,054 | 4,264 | ||||||
Goodwill | 16,836 | 16,836 | 18,491 | ||||||
Intangible assets, net | 0 | 0 | 813 | ||||||
Other non-current assets | 22,264 | 22,264 | 39,274 | ||||||
Total assets | 327,635 | 327,635 | 151,436 | ||||||
Current liabilities: | |||||||||
Current portion of long-term contingent consideration payable | 0 | $ 0 | 0 | 5,554 | |||||
Accrued expenses | 16,398 | 16,398 | 19,810 | ||||||
Long-term contingent consideration payable, less current portion | 0 | 1,914 | 0 | 11,773 | |||||
Total liabilities | 156,435 | 156,435 | 180,635 | ||||||
Stockholders' Equity Attributable to Parent [Abstract] | |||||||||
Accumulated deficit | (372,909) | (372,909) | (391,215) | ||||||
Total shareholders’ (deficit) equity | 171,200 | 182,125 | 171,200 | $ (26,963) | (29,199) | $ 32,067 | $ (17,777) | $ (9,582) | $ 2,780 |
Total liabilities and shareholders’ equity (deficit) | 327,635 | 327,635 | 151,436 | ||||||
Proceeds from the disposition of the hospital products | 17,250 | 0 | |||||||
Increase (decrease) in other long-term assets | 1,228 | ||||||||
Net gain on the sale of the Hospital Products | 0 | $ (1,750) | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | The Business | |||||||||
Current assets: | |||||||||
Goodwill | 1,655 | $ 1,655 | |||||||
Stockholders' Equity Attributable to Parent [Abstract] | |||||||||
Initial cash consideration | 14,500 | ||||||||
Escrow deposit | $ 1,565 | ||||||||
Payment installment term (in months) | 10 months | 10 months | |||||||
Proceeds from the disposition of the hospital products | $ 2,750 | ||||||||
Additional consideration paid in monthly installments | $ 27,500 | ||||||||
Goodwill | 1,654 | ||||||||
Increase (decrease) in deferred income taxes | 8,474 | ||||||||
Net gain on the sale of the Hospital Products | $ 45,760 | $ 45,760 | 38,723 | ||||||
Pro Forma | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 22,709 | ||||||||
Inventories | 0 | ||||||||
Prepaid expenses and other current assets | 31,764 | ||||||||
Goodwill | 16,837 | ||||||||
Intangible assets, net | 0 | ||||||||
Other non-current assets | 29,572 | ||||||||
Total assets | 176,132 | ||||||||
Current liabilities: | |||||||||
Current portion of long-term contingent consideration payable | 500 | ||||||||
Accrued expenses | 22,610 | ||||||||
Long-term contingent consideration payable, less current portion | 0 | ||||||||
Total liabilities | 166,608 | ||||||||
Stockholders' Equity Attributable to Parent [Abstract] | |||||||||
Accumulated deficit | (352,492) | ||||||||
Total shareholders’ (deficit) equity | 9,524 | ||||||||
Total liabilities and shareholders’ equity (deficit) | 176,132 | ||||||||
As Reported | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 9,774 | ||||||||
Inventories | 3,570 | ||||||||
Prepaid expenses and other current assets | 4,264 | ||||||||
Goodwill | 18,491 | ||||||||
Intangible assets, net | 813 | ||||||||
Other non-current assets | 39,274 | ||||||||
Total assets | 151,436 | ||||||||
Current liabilities: | |||||||||
Current portion of long-term contingent consideration payable | 5,554 | ||||||||
Accrued expenses | 19,810 | ||||||||
Long-term contingent consideration payable, less current portion | 11,773 | ||||||||
Total liabilities | 180,635 | ||||||||
Stockholders' Equity Attributable to Parent [Abstract] | |||||||||
Accumulated deficit | (391,215) | ||||||||
Total shareholders’ (deficit) equity | (29,199) | ||||||||
Total liabilities and shareholders’ equity (deficit) | 151,436 | ||||||||
Pro Forma Adjustments | Pro Forma | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 12,935 | ||||||||
Inventories | (3,570) | ||||||||
Prepaid expenses and other current assets | 27,500 | ||||||||
Goodwill | (1,654) | ||||||||
Intangible assets, net | (813) | ||||||||
Other non-current assets | (9,702) | ||||||||
Total assets | 24,696 | ||||||||
Current liabilities: | |||||||||
Current portion of long-term contingent consideration payable | (5,054) | ||||||||
Accrued expenses | 2,800 | ||||||||
Long-term contingent consideration payable, less current portion | (11,773) | ||||||||
Total liabilities | (14,027) | ||||||||
Stockholders' Equity Attributable to Parent [Abstract] | |||||||||
Accumulated deficit | 38,723 | ||||||||
Total shareholders’ (deficit) equity | 38,723 | ||||||||
Total liabilities and shareholders’ equity (deficit) | $ 24,696 |
Disposition of the Hospital B_6
Disposition of the Hospital Business - Unaudited Pro Forma Condensed Combined Statement of Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenues | $ 0 | $ 14,229 | $ 22,334 | $ 48,220 |
Total operating expense | 13,697 | 18,376 | 2,259 | 64,985 |
Operating income | (13,697) | (4,147) | 20,075 | (16,765) |
Total income before income taxes | (16,743) | (6,630) | 9,048 | (26,846) |
Cost of products | 0 | 2,823 | 5,742 | 9,711 |
Research and development expenses | 5,569 | 7,539 | 15,156 | 25,160 |
Selling, general and administrative expenses | 8,423 | 5,316 | 23,431 | 22,520 |
Intangible asset amortization | 0 | 205 | 406 | 610 |
Changes in fair value of contingent consideration | (69) | 627 | 3,327 | 2,384 |
Other expense - changes in fair value of contingent consideration payable | $ 0 | $ 139 | 435 | 496 |
Pro Forma | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenues | 159 | 213 | ||
Total operating expense | (6,230) | 50,587 | ||
Operating income | 6,389 | (50,374) | ||
Total income before income taxes | (4,203) | (59,959) | ||
As Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenues | 22,334 | 48,220 | ||
Total operating expense | 2,259 | 64,985 | ||
Operating income | 20,075 | (16,765) | ||
Total income before income taxes | 9,048 | (26,846) | ||
Pro Forma Adjustments | Pro Forma | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenues | (22,175) | (48,007) | ||
Total operating expense | (8,489) | (14,398) | ||
Operating income | (13,686) | (33,609) | ||
Total income before income taxes | (13,251) | (33,113) | ||
Pro Forma Adjustments | Pro Forma | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cost of products | 3,540 | 8,972 | ||
Research and development expenses | 407 | 1,604 | ||
Selling, general and administrative expenses | 809 | 828 | ||
Intangible asset amortization | 406 | 610 | ||
Changes in fair value of contingent consideration | 3,327 | 2,384 | ||
Other expense - changes in fair value of contingent consideration payable | $ 435 | $ 496 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) | Sep. 30, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Deferred contract costs | $ 0 |
Fair Value Measurement Fair Val
Fair Value Measurement Fair Value Measurement - Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market and mutual funds | $ 148,467 | $ 54,384 |
Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | $ 143,750 | $ 143,750 |
Debt instrument, interest rate, stated percentage | 4.50% | 4.50% |
Book value of long-term debt | $ 126,520 | $ 121,686 |
4.50% Exchangeable Senior Notes Due 2023 | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, interest rate, stated percentage | 4.50% | |
Estimated fair value of long-term debt | $ 116,636 | |
Book value of long-term debt | 126,520 | |
Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 4,404 | |
Money market and mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market and mutual funds | 104,186 | 38,799 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market and mutual funds | 20,415 | 4,098 |
Government securities - U.S. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market and mutual funds | 20,216 | 5,446 |
Other fixed-income securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market and mutual funds | 3,650 | 1,637 |
Fair Value Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 104,236 | 43,203 |
Fair Value Measurements, Recurring | Level 1 | Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 0 | 4,404 |
Fair Value Measurements, Recurring | Level 1 | Money market and mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market and mutual funds | 104,186 | 38,799 |
Fair Value Measurements, Recurring | Level 1 | Other fixed-income securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market and mutual funds | 50 | |
Fair Value Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 44,231 | 11,181 |
Fair Value Measurements, Recurring | Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market and mutual funds | 20,415 | 4,098 |
Fair Value Measurements, Recurring | Level 2 | Government securities - U.S. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market and mutual funds | 20,216 | 5,446 |
Fair Value Measurements, Recurring | Level 2 | Other fixed-income securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market and mutual funds | 3,600 | 1,637 |
Fair Value Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Related party payable | 0 | 17,327 |
Total liabilities | $ 0 | $ 17,327 |
Marketable Securities - Narrati
Marketable Securities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Marketable securities, realized gain | $ 136 | $ 71 | $ 426 | $ 339 |
Marketable securities, realized loss | $ 8 | $ 64 | $ 886 | $ 211 |
Marketable Securities - Summary
Marketable Securities - Summary of Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2020 | |
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Adjusted Cost | $ 53,238 | $ 147,056 |
Unrealized Gains | 1,151 | 1,499 |
Unrealized Losses | (5) | (88) |
Fair Value | 54,384 | 148,467 |
Equity securities | ||
Debt Securities, Trading, and Equity Securities, FV-NI [Abstract] | ||
Adjusted Cost | 4,234 | |
Unrealized Gains | 170 | |
Unrealized Losses | 0 | |
Fair Value | 4,404 | |
Money market and mutual funds | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Adjusted Cost | 38,028 | 103,204 |
Unrealized Gains | 771 | 1,041 |
Unrealized Losses | 0 | (59) |
Fair Value | 38,799 | 104,186 |
Corporate bonds | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Adjusted Cost | 4,021 | 20,212 |
Unrealized Gains | 77 | 227 |
Unrealized Losses | 0 | (24) |
Fair Value | 4,098 | 20,415 |
Government securities - U.S. | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Adjusted Cost | 5,341 | 20,015 |
Unrealized Gains | 110 | 202 |
Unrealized Losses | (5) | (1) |
Fair Value | 5,446 | 20,216 |
Other fixed-income securities | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Adjusted Cost | 1,614 | 3,625 |
Unrealized Gains | 23 | 29 |
Unrealized Losses | 0 | (4) |
Fair Value | $ 1,637 | $ 3,650 |
Marketable Securities Marketabl
Marketable Securities Marketable Securities - Schedule of Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Total | $ 148,467 | $ 54,384 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Less than 1 Year | 4,355 | |
1-5 Years | 14,274 | |
5-10 Years | 1,786 | |
Greater than 10 Years | 0 | |
Total | 20,415 | 4,098 |
Government securities - U.S. | ||
Debt Securities, Available-for-sale [Line Items] | ||
Less than 1 Year | 0 | |
1-5 Years | 17,749 | |
5-10 Years | 739 | |
Greater than 10 Years | 1,728 | |
Total | 20,216 | 5,446 |
Other fixed-income securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Less than 1 Year | 50 | |
1-5 Years | 3,600 | |
5-10 Years | 0 | |
Greater than 10 Years | 0 | |
Total | 3,650 | $ 1,637 |
Total | ||
Debt Securities, Available-for-sale [Line Items] | ||
Less than 1 Year | 4,405 | |
1-5 Years | 35,623 | |
5-10 Years | 2,525 | |
Greater than 10 Years | 1,728 | |
Total | $ 44,281 |
Marketable Securities - Gross U
Marketable Securities - Gross Unrealized Losses and Fair Value of Available-For-Sale Debt Securities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | |
Fair Value | $ 10,789 |
Unrealized Losses | 29 |
Corporate bonds | |
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | |
Fair Value | 8,371 |
Unrealized Losses | 24 |
Government securities - U.S. | |
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | |
Fair Value | 267 |
Unrealized Losses | 1 |
Other fixed-income securities | |
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | |
Fair Value | 2,151 |
Unrealized Losses | $ 4 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Inventory reserves | $ 0 | $ 914 |
Inventory: | ||
Finished goods | 0 | 3,020 |
Raw materials | 0 | 550 |
Total | $ 0 | $ 3,570 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Gross Value and Net Carrying Amount (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Unamortizable intangible assets: | ||
Gross Value | $ 16,836 | $ 18,491 |
Accumulated Amortization | 0 | 0 |
Net Carrying Amount | 16,836 | 18,491 |
Developed technology | Vazculep | ||
Amortizable intangible assets: | ||
Gross Value | 0 | 12,061 |
Accumulated Amortization | 0 | (11,248) |
Net Carrying Amount | $ 0 | $ 813 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Goodwill | $ 16,836 | $ 16,836 | $ 18,491 | ||
Intangible asset amortization | 0 | $ 205 | 406 | $ 610 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | The Business | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Goodwill | $ 1,655 | $ 1,655 |
Contingent Consideration Paya_3
Contingent Consideration Payable - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Dec. 31, 2013 | Feb. 28, 2013 | Mar. 31, 2012 | Sep. 30, 2020 | |
Line of Credit Facility [Line Items] | ||||
Percentage of royalty payable on net sales | 15.00% | |||
Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Discounted cash flow risk adjusted discount rate | 14.00% | |||
Broadfin Debt Financing | ||||
Line of Credit Facility [Line Items] | ||||
Cash consideration received on royalty agreement | $ 2,200 | |||
Percentage of royalty payable on net sales | 0.834% | |||
Affiliated Entity | Deerfield FSC LLC | ||||
Line of Credit Facility [Line Items] | ||||
Cash consideration received on royalty agreement | $ 2,600 | |||
Percentage of royalty payable on net sales | 1.75% | |||
Eclat Pharmaceuticals | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of earn-out payments | 20.00% |
Contingent Consideration Paya_4
Contingent Consideration Payable - Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Acquisition-related contingent consideration: | ||||||
Related party payable, beginning balance | $ 1,914 | $ 17,327 | $ 28,840 | |||
Payments | (1,845) | (6,189) | (10,014) | |||
Operating Expense | (69) | $ 627 | 3,327 | 2,384 | ||
Other Expense | 0 | 435 | ||||
Disposition of the Hospital Products | (14,900) | |||||
Related party payable, ending balance | 0 | $ 21,706 | 0 | $ 21,706 | ||
Less: Current portion | 0 | 0 | $ 0 | $ (5,554) | ||
Long-term contingent consideration payable | 0 | 0 | $ 1,914 | $ 11,773 | ||
Acquisition-related contingent consideration | Earn-out payments | ||||||
Acquisition-related contingent consideration: | ||||||
Related party payable, beginning balance | 1,656 | 15,472 | ||||
Payments | (1,587) | (5,323) | ||||
Operating Expense | (69) | 3,327 | ||||
Other Expense | 0 | 0 | ||||
Disposition of the Hospital Products | (13,476) | |||||
Related party payable, ending balance | 0 | 0 | ||||
Financing-related | Royalty agreement - Deerfield | ||||||
Acquisition-related contingent consideration: | ||||||
Related party payable, beginning balance | 175 | 1,251 | ||||
Payments | (175) | (587) | ||||
Operating Expense | 0 | 0 | ||||
Other Expense | 0 | 272 | ||||
Disposition of the Hospital Products | (936) | |||||
Related party payable, ending balance | 0 | 0 | ||||
Financing-related | Royalty agreement - Broadfin | ||||||
Acquisition-related contingent consideration: | ||||||
Related party payable, beginning balance | 83 | 604 | ||||
Payments | (83) | (279) | ||||
Operating Expense | 0 | 0 | ||||
Other Expense | 0 | 163 | ||||
Disposition of the Hospital Products | (488) | |||||
Related party payable, ending balance | $ 0 | $ 0 |
Contingent Consideration Paya_5
Contingent Consideration Payable - Payable Balance (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Contingent Consideration Payable Rollforward: | |||
Related party payable, beginning balance | $ 1,914 | $ 17,327 | $ 28,840 |
Payment of related party payable | (1,845) | (6,189) | (10,014) |
Fair value adjustments | 3,762 | 2,880 | |
Disposition of the Hospital Products | (14,900) | ||
Related party payable, ending balance | $ 0 | $ 0 | $ 21,706 |
Long-Term Debt Schedule of Debt
Long-Term Debt Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Less: current maturities | $ 0 | $ 0 |
Long-term debt | 126,520 | 121,686 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 143,750 | 143,750 |
Less: unamortized debt discount and issuance costs, net | (17,230) | (22,064) |
Net carrying amount of liability component | 126,520 | 121,686 |
Equity component of exchangeable notes, net of issuance costs | $ (26,699) | $ (26,699) |
Debt instrument, interest rate, stated percentage | 4.50% | 4.50% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jul. 24, 2020 | Oct. 02, 2019 | Jul. 02, 2019 | |
Tax Credit Carryforward [Line Items] | |||||||
CARES Act, discrete tax benefit | $ 9,124 | ||||||
Proceeds from Income Tax Refunds | 18,753 | $ 3,351 | |||||
Income tax (benefit) provision | $ (5,040) | $ 2,234 | $ (9,258) | $ 3,641 | |||
Effective income tax rate | 30.10% | (33.60%) | (102.30%) | (13.70%) | |||
Bankruptcy claims, amount paid to settle claims | $ 800 | ||||||
Speciality Pharama | Internal Revenue Service (IRS) | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Bankruptcy claims, amount of filed claims likely to be denied | $ 1,937 | $ 1,937 | $ 9,302 | $ 50,695 | |||
Bankruptcy claims, amount paid to settle claims | $ 1,937 | $ 1,937 |
Other Assets and Liabilities -
Other Assets and Liabilities - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Prepaid Expenses and Other Current Assets: | ||
Valued-added tax recoverable | $ 353 | $ 1,051 |
Prepaid and other expenses | 1,426 | 2,116 |
Short-term deposit | 1,477 | 0 |
Guarantee from Armistice | 364 | 454 |
Income tax receivable | 18,593 | 536 |
Short term note receivable from Exela (see Note 4) | 24,750 | 0 |
Other | 91 | 107 |
Total | $ 47,054 | $ 4,264 |
Other Assets and Liabilities _2
Other Assets and Liabilities - Other Non-Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Other Non-Current Assets: | ||
Deferred tax assets, net | $ 15,479 | $ 29,427 |
Long-term deposits | 0 | 1,477 |
Guarantee from Armistice | 1,117 | 1,367 |
Right of use assets at contract manufacturing organizations | 5,201 | 6,428 |
Other | 467 | 575 |
Total | $ 22,264 | $ 39,274 |
Other Assets and Liabilities _3
Other Assets and Liabilities - Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Accrued Expenses | ||
Accrued compensation | $ 1,897 | $ 3,944 |
Accrued social charges | 394 | 592 |
Accrued restructuring (see Note 15) | 728 | 2,949 |
Customer allowances | 6,588 | 6,470 |
Accrued transaction fees related to the disposition of the Hospital Products | 2,500 | |
Accrued contract research organization charges | 361 | 2,098 |
Accrued contract manufacturing organization costs | 1,009 | 735 |
Other | 2,921 | 3,022 |
Total | $ 16,398 | $ 19,810 |
Other Assets and Liabilities _4
Other Assets and Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Other Liabilities, Current [Abstract] | ||
Accrued interest | $ 1,078 | $ 2,695 |
Due to Exela | 1,817 | 0 |
Guarantee to Deerfield | 365 | 455 |
Other | 171 | 725 |
Other current liabilities | $ 3,431 | $ 3,875 |
Other Assets and Liabilities _5
Other Assets and Liabilities - Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Other Non-Current Liabilities: | ||
Customer allowances | $ 659 | $ 981 |
Unrecognized tax benefits | 3,143 | 6,465 |
Guarantee to Deerfield | 1,121 | 1,372 |
Other | 15 | 55 |
Total | $ 4,938 | $ 8,873 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) | Apr. 28, 2020 | Feb. 21, 2020 | Aug. 31, 2020 | Feb. 29, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||||||
Maximum aggregate offering price of securities under shelf registration | $ 250,000 | |||||||||
Ordinary shares, nominal value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Preferred shares, nominal value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Maximum aggregate offering price of ADSs under shelf registration | $ 50,000 | |||||||||
Stock transaction issuance costs | $ 428,000 | |||||||||
Prepaid expenses and other current assets | $ 47,054,000 | $ 47,054,000 | $ 4,264,000 | |||||||
February 2020 private placement | (69,000) | $ (94,000) | $ 60,733,000 | |||||||
Proceeds from the February 2020 private placement | 60,570,000 | $ 0 | ||||||||
Maximum threshold percentage for trigger of convertible preferred stock | 9.99% | |||||||||
Additional paid-in capital | ||||||||||
Class of Stock [Line Items] | ||||||||||
Amortization costs | 214,000 | |||||||||
Prepaid expenses and other current assets | 214,000 | $ 214,000 | ||||||||
February 2020 private placement | $ (69,000) | $ (94,000) | 60,641,000 | |||||||
Issuance costs | $ 4,430,000 | |||||||||
Treasury Stock, Retired, Cost Method, Amount | $ 49,944,000 | |||||||||
Ordinary shares | ||||||||||
Class of Stock [Line Items] | ||||||||||
February 2020 private placement | $ 87,000 | |||||||||
February 2020 private placement (in shares) | 8,680,000 | |||||||||
Treasury Stock, Retired, Cost Method, Amount | 54,000 | |||||||||
Treasury Stock, Shares, Retired | 5,407,000 | |||||||||
Treasury shares | ||||||||||
Class of Stock [Line Items] | ||||||||||
Treasury Stock, Retired, Cost Method, Amount | $ (49,998,000) | |||||||||
Treasury Stock, Shares, Retired | 5,407,000 | |||||||||
Securities Purchase Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
February 2020 private placement | 65,000,000 | |||||||||
Proceeds from the February 2020 private placement | $ 60,570,000 | |||||||||
American Depositary Receipts | Securities Purchase Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
February 2020 private placement (in shares) | 8,680,000 | |||||||||
Series A Preferred Stock | Securities Purchase Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
February 2020 private placement (in shares) | 488 | |||||||||
Shares issued, price per share (in dollars per share) | $ 7.09 | |||||||||
American Depositary Shares | Public Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold in offering | 11,630,000 | |||||||||
Offering price per share (in dollars per share) | $ 10.75 | |||||||||
Gross proceeds from stock offering | $ 125,000,000 | |||||||||
Aggregate net proceeds from stock offering | $ 116,924,000 |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring (income) costs | $ (226) | $ 1,866 | $ (43) | $ 4,600 | ||
2019 French Restructuring Obligation | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring (income) costs | 1,259 | 3,198 | ||||
Fixed asset impairment | 598 | |||||
Benefit related to the reversal of retirement indemnity obligation | 1,000 | |||||
Restructuring reserve | 237 | 895 | 237 | 895 | $ 1,922 | $ 0 |
2019 French Restructuring Obligation | Accrued Liabilities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | 237 | 237 | ||||
2019 Corporate Restructuring Obligations | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring (income) costs | 607 | 1,570 | ||||
Restructuring reserve | $ 492 | $ 853 | $ 492 | 853 | $ 1,080 | $ 0 |
Benefit related to share based compensation forfeitures related to the employees | 1,396 | |||||
Employee Severance | 2019 French Restructuring Obligation | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring (income) costs | $ 2,774 | |||||
Employee Severance | Corporate Workforce Reduction | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected number of positions eliminated (as a percent) | 50.00% | 50.00% | ||||
Employee Severance | 2019 Corporate Restructuring Obligations | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring (income) costs | $ 2,966 | |||||
Facility Closing | 2019 French Restructuring Obligation | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring (income) costs | $ 826 |
Restructuring Costs - Severance
Restructuring Costs - Severance Obligation (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
2019 Corporate Restructuring Obligations | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | $ 1,080 | $ 0 |
Payments | (794) | (2,113) |
Restructuring reserve, ending balance | 492 | 853 |
2019 French Restructuring Obligation | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 1,922 | 0 |
Payments | (1,813) | (1,837) |
Foreign currency impact | (45) | (42) |
Restructuring reserve, ending balance | 237 | 895 |
Employee Severance | 2019 Corporate Restructuring Obligations | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring costs | 206 | 2,966 |
Employee Severance | 2019 French Restructuring Obligation | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring costs | $ 173 | $ 2,774 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - Performance Share Units (PSUs) - USD ($) $ / shares in Units, $ in Thousands | Oct. 20, 2020 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares outstanding (in shares) | 152,000 | |
Weighted average grant date fair value of shares outstanding (in dollars per share) | $ 8.29 | |
Award vesting percentage | 150.00% | |
Compensation expense | $ 1,900 | |
Share-based Payment Arrangement, Employee | Subsequent Event | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants in period (in shares) | 105 | |
Grants in period, weighted average grant date fair value (in dollars per share) | $ 5.36 |
Net (Loss) Income Per Share - R
Net (Loss) Income Per Share - Reconciliation of Basic and Diluted Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||||||
Net (loss) income | $ (11,703) | $ 30,874 | $ (865) | $ (8,864) | $ (8,605) | $ (13,018) | $ 18,306 | $ (30,487) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||||||
Basic shares (in shares) | 58,213 | 37,436 | 51,206 | 37,382 | ||||
Effect of dilutive securities—options and warrants outstanding (in shares) | 0 | 0 | 1,643 | 0 | ||||
Diluted shares (in shares) | 58,213 | 37,436 | 52,849 | 37,382 | ||||
Net income (loss) per share - basic (in dollars per share) | $ (0.20) | $ (0.24) | $ 0.36 | $ (0.82) | ||||
Net income (loss) per share - diluted (in dollars per share) | $ (0.20) | $ (0.24) | $ 0.35 | $ (0.82) |
Net (Loss) Income Per Share - N
Net (Loss) Income Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 15,969 | 19,544 | 15,789 | 20,512 |
Comprehensive Income (Loss) - C
Comprehensive Income (Loss) - Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accumulated Other Comprehensive Loss: | ||||
Beginning balance | $ 182,125 | $ (17,777) | $ (29,199) | $ 2,780 |
Net other comprehensive income (loss) | (11,103) | (8,988) | 19,194 | (30,043) |
Ending balance | 171,200 | (26,963) | 171,200 | (26,963) |
Foreign currency translation adjustment | ||||
Accumulated Other Comprehensive Loss: | ||||
Beginning balance | (23,733) | (23,720) | (23,738) | (23,621) |
Net other comprehensive income (loss) | 534 | (210) | 539 | (309) |
Ending balance | (23,199) | (23,930) | (23,199) | (23,930) |
Unrealized gain on marketable debt securities, net | ||||
Accumulated Other Comprehensive Loss: | ||||
Beginning balance | 1,215 | 872 | 932 | 205 |
Net other comprehensive income (loss) | 66 | 86 | 349 | 753 |
Ending balance | 1,281 | 958 | 1,281 | 958 |
Accumulated other comprehensive (loss) income | ||||
Accumulated Other Comprehensive Loss: | ||||
Beginning balance | (22,518) | (22,848) | (22,806) | (23,416) |
Ending balance | $ (21,918) | $ (22,972) | $ (21,918) | $ (22,972) |
Comprehensive Loss - Narrative
Comprehensive Loss - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | ||||
Other comprehensive income (loss), tax | $ (1) | $ (5) | $ (131) | $ (46) |
Revenue by Product - Summary of
Revenue by Product - Summary of Revenue (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | |
Segment Reporting [Abstract] | ||||
Number of operating segments (in segments) | segment | 1 | |||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 0 | $ 14,229 | $ 22,334 | $ 48,220 |
Bloxiverz | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 1,466 | 2,201 | 6,392 |
Vazculep | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 8,786 | 10,429 | 27,669 |
Akovaz | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 4,208 | 9,545 | 13,946 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 0 | $ (231) | $ 159 | $ 213 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Loss Contingencies [Line Items] | |
Purchase obligation | $ 3,800 |
Percentage of royalty payable on net sales | 15.00% |
Guarantee, liability | $ 1,486 |
Guarantee from Armistice | 1,481 |
Maximum | |
Loss Contingencies [Line Items] | |
Guarantee, liability | $ 10,300 |