Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 13, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-36297 | ||
Entity Registrant Name | Revance Therapeutics, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 77-0551645 | ||
Entity Address, Address Line One | 7555 Gateway Boulevard | ||
Entity Address, City or Town | Newark | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94560 | ||
City Area Code | 510 | ||
Local Phone Number | 742-3400 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | RVNC | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 494 | ||
Entity Common Stock, Shares Outstanding | 56,926,751 | ||
Documents Incorporated by Reference | Certain portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than April 29, 2020 , in connection with the registrant's 2020 Annual Meeting of the Stockholders are incorporated herein by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001479290 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 171,160 | $ 73,256 |
Short-term investments | 118,955 | 102,556 |
Accounts and other receivables | 0 | 27,000 |
Prepaid expenses and other current assets | 6,487 | 5,110 |
Total current assets | 296,602 | 207,922 |
Property and equipment, net | 14,755 | 14,449 |
Operating lease right of use assets | 26,531 | 0 |
Restricted cash | 730 | 730 |
Other non-current assets | 1,669 | 3,247 |
TOTAL ASSETS | 340,287 | 226,348 |
CURRENT LIABILITIES | ||
Accounts payable | 8,010 | 8,434 |
Accruals and other current liabilities | 18,636 | 14,948 |
Deferred revenue, current portion | 7,911 | 8,588 |
Operating lease liabilities, current portion | 3,470 | 0 |
Derivative liability, current | 2,952 | 0 |
Total current liabilities | 40,979 | 31,970 |
Deferred revenue, net of current portion | 47,948 | 42,684 |
Operating lease liabilities, net of current portion | 25,870 | 0 |
Deferred rent | 3,319 | |
Derivative liability, non-current | 0 | 2,753 |
TOTAL LIABILITIES | 114,797 | 80,726 |
Commitments and Contingencies (Note 9) | ||
STOCKHOLDERS’ EQUITY | ||
Convertible preferred stock, par value $0.001 per share — 5,000,000 shares authorized, and no shares issued and outstanding as of December 31, 2019 and 2018 | 0 | 0 |
Common stock, par value $0.001 per share — 95,000,000 shares authorized both as of December 31, 2019 and 2018; 52,374,735 and 36,975,203 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 52 | 37 |
Additional paid-in capital | 1,069,639 | 830,368 |
Accumulated other comprehensive income (loss) | 3 | (8) |
Accumulated deficit | (844,204) | (684,775) |
TOTAL STOCKHOLDERS’ EQUITY | 225,490 | 145,622 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 340,287 | $ 226,348 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 95,000,000 | 95,000,000 |
Common stock, shares issued (in shares) | 52,374,735 | 36,975,203 |
Common stock, shares outstanding (in shares) | 52,374,735 | 36,975,203 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenue | $ 413 | $ 3,729 | $ 262 |
Operating expenses: | |||
Research and development | 102,861 | 92,500 | 80,361 |
General and administrative | 62,011 | 53,863 | 37,398 |
Loss on impairment | 0 | 0 | 2,927 |
Total operating expenses | 164,872 | 146,363 | 120,686 |
Loss from operations | (164,459) | (142,634) | (120,424) |
Interest income | 5,532 | 4,023 | 1,410 |
Interest expense | 0 | (44) | (457) |
Changes in fair value of derivative liability | (199) | (140) | (591) |
Other expense, net | (303) | (773) | (525) |
Loss before income taxes | (159,429) | (139,568) | (120,587) |
Income tax provision | 0 | (3,000) | 0 |
Net loss | (159,429) | (142,568) | (120,587) |
Unrealized gain (loss) and adjustment on securities included in net loss | 11 | (8) | 45 |
Comprehensive loss | (159,418) | (142,576) | (120,542) |
Basic and diluted net loss | $ (159,429) | $ (142,568) | $ (120,587) |
Basic and diluted net loss per share (in dollars per share) | $ (3.67) | $ (3.94) | $ (4.01) |
Basic and diluted weighted-average number of shares used in computing net loss per share (in shares) | 43,460,804 | 36,171,582 | 30,101,125 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Other Accumulated Comprehensive Gain (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2016 | 28,648,954 | ||||
Beginning balance at Dec. 31, 2016 | $ 177,071 | $ 29 | $ 598,630 | $ (45) | $ (421,543) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net settlement of restricted stock awards for employee taxes | Accounting Standards Update 2016-09 | 37 | (37) | |||
Issuance of common stock relating to employee stock purchase plan (in shares) | 28,135 | ||||
Issuance of common stock relating to employee stock purchase plan | 583 | 583 | |||
Stock-based compensation expense | 13,230 | 13,230 | |||
Issuance of common stock in connection with At-The-Market offering, net of issuance costs (in shares) | 1,802,651 | ||||
Issuance of common stock in connection with At-The-Market offering, net of issuance costs | 38,157 | $ 2 | 38,155 | ||
Issuance of common stock in connection with the follow on offering, net of issuance costs (in shares) | 5,389,515 | ||||
Issuance of common stock in connection with the follow on offering, net of issuance costs | $ 156,933 | $ 5 | 156,928 | ||
Issuance of common stock upon net exercise of warrant (in shares) | 9,878 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 309,341 | 309,341 | |||
Issuance of common stock upon exercise of stock options | $ 3,986 | $ 1 | 3,985 | ||
Issuance of restricted stock awards, net of cancellation (in shares) | 353,620 | ||||
Vested restricted stock awards to pay taxes (in shares) | (26,019) | ||||
Vested restricted stock awards to pay taxes | (573) | (573) | |||
Unrealized gain (loss) and adjustment on securities included in net loss | 45 | 45 | |||
Net loss | (120,587) | (120,587) | |||
Ending balance (in shares) at Dec. 31, 2017 | 36,516,075 | ||||
Ending balance at Dec. 31, 2017 | 268,845 | $ 37 | 810,975 | 0 | (542,167) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net settlement of restricted stock awards for employee taxes | Accounting Standards Update 2018-07 | 40 | (40) | |||
Issuance of common stock relating to employee stock purchase plan (in shares) | 37,894 | ||||
Issuance of common stock relating to employee stock purchase plan | 765 | 765 | |||
Stock-based compensation expense | $ 16,273 | 16,273 | |||
Issuance of common stock upon exercise of stock options (in shares) | 293,100 | 293,100 | |||
Issuance of common stock upon exercise of stock options | $ 4,527 | 4,527 | |||
Issuance of restricted stock awards, net of cancellation (in shares) | 201,032 | ||||
Vested restricted stock awards to pay taxes (in shares) | (72,898) | ||||
Vested restricted stock awards to pay taxes | (2,212) | (2,212) | |||
Unrealized gain (loss) and adjustment on securities included in net loss | (8) | (8) | |||
Net loss | $ (142,568) | (142,568) | |||
Ending balance (in shares) at Dec. 31, 2018 | 36,975,203 | 36,975,203 | |||
Ending balance at Dec. 31, 2018 | $ 145,622 | $ 37 | 830,368 | (8) | (684,775) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock relating to employee stock purchase plan (in shares) | 74,935 | ||||
Issuance of common stock relating to employee stock purchase plan | 818 | 818 | |||
Stock-based compensation expense | 17,922 | 17,922 | |||
Issuance of common stock in connection with At-The-Market offering, net of issuance costs (in shares) | 687,189 | ||||
Issuance of common stock in connection with At-The-Market offering, net of issuance costs | 10,605 | $ 1 | 10,604 | ||
Issuance of common stock in connection with the follow on offering, net of issuance costs (in shares) | 13,264,705 | ||||
Issuance of common stock in connection with the follow on offering, net of issuance costs | $ 211,200 | $ 13 | 211,187 | ||
Issuance of common stock upon exercise of stock options (in shares) | 10,135 | 10,135 | |||
Issuance of common stock upon exercise of stock options | $ 119 | 119 | |||
Issuance of restricted stock awards, net of cancellation (in shares) | 1,447,544 | ||||
Issuance of restricted stock awards, net of cancellation | 0 | $ 1 | (1) | ||
Vested restricted stock awards to pay taxes (in shares) | (84,976) | ||||
Vested restricted stock awards to pay taxes | (1,378) | (1,378) | |||
Unrealized gain (loss) and adjustment on securities included in net loss | 11 | 11 | |||
Net loss | $ (159,429) | (159,429) | |||
Ending balance (in shares) at Dec. 31, 2019 | 52,374,735 | 52,374,735 | |||
Ending balance at Dec. 31, 2019 | $ 225,490 | $ 52 | $ 1,069,639 | $ 3 | $ (844,204) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders’ Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2017 | |
At the Market Offering | ||
Stock issuance costs | $ 265 | $ 603 |
Follow on Public Offering | ||
Stock issuance costs | $ 770 | $ 535 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (159,429) | $ (142,568) | $ (120,587) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 2,909 | 1,726 | 1,468 |
Amortization of premium (discount) on investments | (2,637) | (1,103) | 410 |
Stock-based compensation expense | 17,922 | 16,273 | 13,230 |
Gain on disposal of property and equipment | (8) | (1,466) | 0 |
Impairment of property and equipment | 0 | 0 | 2,927 |
Other non-cash operating activities | 810 | 175 | 767 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 27,000 | (26,952) | 80 |
Prepaid expenses and other current assets | (1,377) | (2,911) | 4,849 |
Operating lease right of use assets | (1,868) | 0 | 0 |
Other non-current assets | 1,578 | (1,871) | (403) |
Accounts payable | (360) | 1,691 | 2,607 |
Accruals and other liabilities | 3,565 | 1,488 | (690) |
Deferred revenue | 4,587 | 51,272 | 0 |
Operating lease liabilities | 1,147 | 0 | 0 |
Net cash used in operating activities | (106,161) | (104,246) | (95,342) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of investments | (331,362) | (314,911) | (36,028) |
Purchases of investments | (3,238) | (6,991) | (2,525) |
Proceeds from maturities of investments | 317,000 | 146,000 | 157,445 |
Purchases of property and equipment | 8 | 1,541 | 0 |
Proceeds from sale of investments | 0 | 67,435 | 0 |
Proceeds from sale of property and equipment | 0 | (100) | (100) |
Net cash provided by (used in) investing activities | (17,592) | (107,026) | 118,792 |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from issuance of common stock in connection with offerings, net of commissions and discount | 211,970 | 0 | 157,468 |
Proceeds from issuance of common stock in connection with at-the-market offerings, net of commissions | 10,870 | 0 | 38,760 |
Proceeds from the exercise of stock options and common stock warrants, and purchases under the employee stock purchase plan | 937 | 5,292 | 4,569 |
Net settlement of restricted stock awards for employee taxes | (1,378) | (2,212) | (573) |
Payment of offering costs | (742) | (366) | (644) |
Principal payments made on financing obligations | 0 | (932) | (3,636) |
Net cash provided by financing activities | 221,657 | 1,782 | 195,944 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 97,904 | (209,490) | 219,394 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period | 73,986 | 283,476 | 64,082 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period | 171,890 | 73,986 | 283,476 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid for income taxes | 3,000 | 0 | 0 |
Cash paid for interest | 0 | 16 | 299 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | |||
Property and equipment purchases included in accounts payable and accruals and other current liabilities | 619 | 642 | 718 |
Accrued offering costs | $ 293 | $ 354 | $ 251 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company Revance Therapeutics is a biotechnology company, developing new innovations in neuromodulators for aesthetic and therapeutic indications. Our lead product candidate, DaxibotulinumtoxinA for Injection (DAXI), combines a proprietary stabilizing peptide excipient with a highly purified botulinum toxin that does not contain human or animal-based components. We have successfully completed a Phase 3 program for DAXI in glabellar (frown) lines. In November 2019, we submitted the Biologics License Application (“BLA”) to the U.S. Food and Drug Administration (the “FDA”) for DAXI in the treatment of moderate to severe glabellar (frown) lines. The FDA accepted the BLA on February 5, 2020, and the Prescription Drug User Fee Act (“PDUFA”) target action date is November 25, 2020. If the BLA is approved on or by the target action date, we plan to initiate commercialization activities for DAXI for the treatment of glabellar lines before the end of 2020. We are also evaluating DAXI in upper facial lines - glabellar lines, forehead lines and crow’s feet combined - as well as in three therapeutic indications - cervical dystonia, adult upper limb spasticity and plantar fasciitis, with plans to study migraine. Beyond DAXI, we have begun development of a biosimilar to BOTOX®, which would compete in the existing short-acting neuromodulator marketplace. In January 2020, the company entered into an exclusive distribution Agreement (the “Teoxane Agreement”) with Teoxane SA (“Teoxane”), pursuant to which Teoxane granted Revance with the exclusive right to import, market, promote, sell and distribute Teoxane’s line of Resilient Hyaluronic Acid® dermal fillers. Revance is dedicated to making a difference by transforming patient experiences. Since inception, we have devoted substantially all of our efforts to identifying and developing product candidates for the aesthetic and therapeutic pharmaceutical markets, recruiting personnel, raising capital, conducting preclinical and clinical development of, and manufacturing development for DAXI, DaxibotulinumtoxinA Topical, and the biosimilar to BOTOX®. We have incurred losses and negative cash flows from operations. We have not commenced commercial operations, have not generated product revenue to date, and will continue to incur significant research and development and other expenses related to our ongoing operations. For the year ended December 31, 2019 , we had a net loss of $159.4 million . As of December 31, 2019 , we had a working capital surplus of $255.6 million and an accumulated deficit of $844.2 million . In recent years, we have funded our operations primarily through the issuance and sale of common stock. As of December 31, 2019 , we had capital resources of $290.1 million consisting of cash, cash equivalents, and investments. We believe that our existing capital resources will fund the operating plan through at least the next 12 months following the issuance of this Form 10-K, and may identify additional capital resources to fund our operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Our consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, Revance Therapeutics Limited and Revance International Limited, and have been prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). We operate in one segment. All intercompany transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such management estimates include revenue recognition, deferred revenue, accruals including clinical trial accruals, stock-based compensation, fair value of derivative liability, impairment of long-lived assets and the valuation of deferred tax assets. We base our estimates on historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates. Risks and Uncertainties The product candidates developed by us require approvals from the U.S. Food and Drug Administration (“FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that our current and future product candidates will meet desired efficacy and safety requirements to obtain the necessary approvals. If approval is denied or delayed, it may have a material adverse impact on our business and our consolidated financial statements. We are subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical and commercial success of our product candidates, ability to obtain regulatory approval of our product candidates, the need for substantial additional financing to achieve our goals, uncertainty of broad adoption of our approved products, if any, by physicians and consumers, significant competition and untested manufacturing capabilities. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist of short-term investments. Under our investment policy, we limit our credit exposure by investing in highly liquid funds and debt obligations of the United States (U.S.) government and its agencies with high credit quality. Our cash, cash equivalents, and short-term investments are held in the U.S. Such deposits may, at times, exceed federally insured limits. We have not experienced any significant losses on our deposits of cash, cash equivalents, and short-term investments. Cash and Cash Equivalents We consider all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents may include deposit, money market funds, and debt securities. Restricted Cash As of December 31, 2019 and 2018 , a deposit totaling $0.7 million was restricted from withdrawal. We have a deposit balance of $0.5 million that relates to securing our facility lease and will remain until the end of the lease. The remaining $0.2 million deposit balance relates to a letter of credit. These balances are included in restricted cash on the accompanying consolidated balance sheets and within the cash, cash equivalents, and restricted cash balance on the consolidated statement of cash flows. Investments Investments generally consist of securities with original maturities greater than three months and remaining maturities of less than one year, while long-term investments generally consist of securities with remaining maturities greater than one year. We determine the appropriate classification of our investments at the time of purchase and reevaluate such determination at each balance sheet date. All of our investments are classified as available-for-sale and carried at fair value, with the change in unrealized gains and losses reported as a separate component of other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss and accumulated as a separate component of stockholders’ equity on the consolidated balance sheets. Interest income includes interest, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of investments, if any. The cost of securities sold is based on the specific-identification method. We monitor our investment portfolio for potential impairment on a quarterly basis. If the carrying amount of an investment in debt securities exceeds its fair value and the decline in value is determined to be other-than-temporary, the carrying amount of the security is reduced to fair value and a loss is recognized in operating results for the amount of such decline. In order to determine whether a decline in value is other-than-temporary, we evaluate, among other factors, the cause of the decline in value, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, and our intent and ability to hold the security to maturity or forecast recovery. We mitigate our credit risk by investing in money market funds, U.S. treasury securities, U.S. government agency obligations, commercial paper and overnight repurchase agreement which limit the amount of investment exposure as to credit quality and maturity. Fair Value of Financial Instruments We use fair value measurements to record fair value adjustments to certain financial and non-financial assets and liabilities to determine fair value disclosures. The accounting standards define fair value, establish a framework for measuring fair value, and require disclosures about fair value measurements. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the principal or most advantageous market in which we would transact are considered along with assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The accounting standard for fair value establishes a fair value hierarchy based on three levels of inputs, the first two of which are considered observable and the last unobservable, that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows: • Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities; • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Valuations based on unobservable inputs to the valuation methodology and including data about assumptions market participants would use in pricing the asset or liability based on the best information available under the circumstances. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Computer equipment and software, lab equipment and furniture and fixtures, and manufacturing equipment is depreciated generally over 3 , 5 , and 7 years , respectively. Leasehold improvements are depreciated over the lesser of 15 years or the term of the lease. The cost of maintenance and repairs is expensed as incurred. When property and equipment are retired or otherwise disposed of, the costs and accumulated depreciation are removed from the consolidated balance sheets and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Impairment of Long-lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable. Events and changes in circumstances considered important that could result in an impairment review of long-lived assets include (i) a significant decrease in the market price of a long-lived asset; (ii) a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; (v) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset; and (vi) a current expectation that, more likely than not (more than 50%), a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The impairment evaluation of long-lived assets includes an analysis of estimated future undiscounted net cash flows expected to be generated by the long-lived assets over their remaining estimated useful lives. If the estimate of future undiscounted net cash flows is insufficient to recover the carrying value of the long-lived assets over the remaining estimated useful lives, we record an impairment loss in the amount by which the carrying value of the long-lived assets exceeds the fair value. Fair value is generally measured based on discounted cash flow analysis. Clinical Trial Accruals and Prepaid Expenses Clinical trial costs are charged to research and development expense as incurred. We accrue for expenses resulting from contracts with clinical research organizations (CROs), consultants, and clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to us under such contracts. Our objective is to reflect the appropriate expense in the consolidated financial statements by matching the appropriate expenses with the period in which services and efforts are expended. In the event advance payments are made to a CRO, the payments will be recorded as a prepaid expense, which will be expensed as services are rendered. The CRO contracts generally include pass-through fees including, but not limited to, regulatory expenses, investigator fees, travel costs and other miscellaneous costs. We determine accrual estimates through reports from and discussion with clinical personnel and outside services providers as to the progress or state of completion of trials, or the services completed. We estimate accrued expenses as of each balance sheet date based on the facts and circumstances known to us at that time. Our clinical trial accrual is dependent, in part, upon the receipt of timely and accurate reporting from the CROs and other third-party vendors. Revenue Effective January 1, 2018, we adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606), using the full retrospective transition method. We elected to use certain practical expedients permitted related to adoption ( Note 3 ) and the adoption of ASC 606 had no impact on our financial position, results of operations or liquidity. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under ASC 606, we recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that we determine are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within the contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Licenses of intellectual property If the license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are determined to not represent distinct performance obligations, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring proportional performance for purposes of recognizing revenue from non-refundable, up-front fees. We evaluate the measure of proportional performance each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. Milestone payments At the inception of each arrangement that includes development, regulatory or commercial milestone payments, we evaluate whether the milestones are considered more likely than not of being reached and estimate the amount to be included in the transaction price. ASC 606 provides two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. Whichever method is used should be consistently applied throughout the life of the contract; however, it is not necessary for us to use the same approach for all contracts. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of us or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation (as determined to be appropriate) on a relative stand-alone selling price basis. We recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of each such milestone and any related constraint, and if necessary, adjusts our estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Up-front payments and fees are recorded as deferred revenue upon receipt or when due, and may require deferral of revenue recognition to a future period until we perform our obligations under these arrangements. Amounts payable to us are recorded as accounts receivable when our right to consideration is unconditional. As a practical expedient, we do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Research and Development Expense Research and development expense are charged to operations as incurred. Research and development expense include, but are not limited to, personnel expenses, clinical trial supplies, fees for clinical trial services, manufacturing costs, consulting costs and allocated overhead, including rent, equipment, depreciation, and utilities. Assets acquired that are utilized in research and development that have no alternative future use are also expensed as incurred. Income Taxes We account for income taxes under the asset and liability method. We estimate actual current tax exposure together with assessing temporary differences resulting from differences in accounting for reporting purposes and tax purposes for certain items, such as accruals and allowances not currently deductible for tax purposes. These temporary differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in our consolidated statements of operations and comprehensive loss become deductible expenses under applicable income tax laws or when net operating loss or credit carryforwards are utilized. Accordingly, realization of our deferred tax assets is dependent on future taxable income against which these deductions, losses and credits can be utilized. We must assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is not likely, we establish a valuation allowance. Based on the available evidence, we are unable, at this time, to support the determination that it is more likely than not that our deferred tax assets will be utilized in the future. Accordingly, we recorded a full valuation allowance as of December 31, 2019 and 2018 . We intend to maintain valuation allowances until sufficient evidence exists to support our reversal. Stock-Based Compensation We have an equity compensation plan under which various types of stock-based awards including, but not limited to, stock option, restricted stock awards, and performance stock awards , may be granted to employees, non-employee directors, and non-employee consultants. We also have an inducement plan under which various types of stock-based awards , including stock options, restricted stock awards, and performance stock awards , may be granted to new employees. We measure our stock-based awards using the estimated grant-date fair values. For stock options issued under the 2014 Equity Incentive Plan (“2014 EIP”) and the 2014 Inducement Plan (“2014 IN”), and shares purchased under the 2014 Employee Stock Purchase Plan (the “2014 ESPP”), fair values are determined using the Black-Scholes option pricing model . For restricted stock awards including performance stock awards subject to performance-based vesting conditions , the grant-date fair values are the closing prices of our common stocks on the grant dates. For performance stock awards subject to market-based vesting conditions , fair values are determined using the Monte Carlo simulation model. For stock-based awards other than performance stock awards subject to performance-based vesting conditions , the value of the stock-based awards is recognized as compensation expense over the requisite service period (generally the vesting period). For performance stock awards subject to performance-based vesting conditions , the value of the stock-based awards is recognized as compensation expense when the performance condition is probable of achievement. Stock-based compensation expenses are classified in the consolidated statements of operations and comprehensive loss based on the functional area to which the related recipients belong. Forfeitures are recognized when they occur. Effective July 1, 2018 , we adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718) using a retroactive approach. All non-employee stock-based awards granted prior to adoption were remeasured at fair value as of July 1, 2018 . Before adoption, stock-based compensation expense related to stock options granted to non-employee consultants was recognized as the stock options are earned. All non-employee stock-based awards granted after adoption are measured at grant-date fair value. Refer to consolidated statements of stockholders’ equity for cumulative adjustments from adoption ASU 2018-07. Derivative Liability We bifurcated and separately accounted for derivative instruments related to payment provisions underlying a derivative liability. This derivative is accounted for as a liability, which will be remeasured to fair value as of each balance sheet date, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss. We will continue to record adjustments to the fair value of the derivative liability associated with derivative liability until the remaining settlement payment has been paid. Contingencies From time to time, we may have certain contingent liabilities that arise in the ordinary course of business activities. We accrue a liability for such matters when it is probable that future expenditures will be made and can be reasonably estimated. We expect that contingencies related to regulatory approval milestones will only become probable once such regulatory outcome is achieved. We are not subject to any known current pending legal matters or claims that would have a material adverse effect on our financial position, results of operations or cash flows. Net Loss per Share Our basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, which includes the vested restricted stock awards. The diluted net loss per share is calculated by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, outstanding stock options, outstanding common stock warrants, unvested restricted stock awards including unvested performance stock awards are considered common stock equivalents, which were excluded from the computation of diluted net loss per share because including them would have been antidilutive. Common stock equivalents that were excluded from the computation of diluted net loss per share are presented as below: As of December 31, 2019 2018 2017 Outstanding common stock options 4,734,616 3,605,333 3,210,400 Outstanding common stock warrants 34,113 34,113 34,113 Unvested restricted stock awards 1,808,518 605,012 639,287 Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) which requires an entity to recognize right-of-use asset and lease liabilities arising from a lease for both financing and operating leases with terms greater than twelve months. In July 2018, the FASB issued ASU 2018-10, Leases (Topic 842), Codification Improvements and ASU 2018-11, Leases (Topic 842), Targeted Improvements , to provide additional guidance for the Topic 842 adoption. ASU 2018-10 clarifies certain provisions and corrects unintended applications of the guidance such as the application of implicit rate, lessee reassessment of lease classification, and certain transition adjustments that should be recognized to earnings rather than to stockholders’ equity. ASU 2018-11 provides an alternative transition method to allow entities initially applying Topic 842 at the adoption date, rather than at the beginning of the earliest comparative period presented, and recognizing the cumulative effect of applying the new standard as an adjustment to beginning retained earnings in the year of adoption while continuing to present all prior periods under previous lease accounting guidance. ASU 2018-11 also provides a number of optional practical expedients in transition. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements . We evaluated ASU 2019-01 in its entirety and determined that Issue 3, Transition disclosures related to Topic 250, Accounting Changes and Error Corrections , is the only provision that currently applies to us. Issue 3 of ASU 2019-01 exempts certain interim disclosures in the fiscal year of adoption. ASU 2018-11, ASU 2018-10, ASU 2016-02, and Issue 3 of ASU 2019-01 (collectively, “the new lease standards”) are effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We have elected the transition method under ASU 2018-11 at the adoption date of January 1, 2019 on a modified retrospective basis and will not restate comparative periods. We have also elected all of the available practical expedients except the practical expedient allowing the use of hindsight in determining the lease term and assessing impairment of right-of-use assets based on all facts and circumstances through the effective date of the new standard. We have elected the recognition exemption for short-term leases for all leases that qualify. Under this exemption, we will not recognize right-of-use assets or lease liabilities for those leases that qualify as a short-term lease. For real estate leases, we did not elect the practical expedient to combine lease and non-lease components, therefore we account for lease and non-lease components separately. For equipment leases, lease and non-lease components are accounted for as a single lease component. We recognized $24.7 million and $28.2 million as total right-of-use assets and total lease liabilities, respectively, on our consolidated balance sheet as of January 1, 2019 for our existing operating lease agreements for the office and manufacturing spaces in Newark, California and equipment leases. The existing deferred rent liabilities of $3.5 million associated with the same lease agreements was reversed as of January 1, 2019. Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted. We adopted ASU 2018-15 on January 1, 2020, on a prospective approach. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 are intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for us beginning January 1, 2021 with early adoption permitted. We adopted ASU 2019-12 on December 31, 2019 and the adoption did not have a material impact on our consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revenue | Revenue Mylan Collaboration and License Agreement Agreement Terms We entered into a collaboration agreement with Mylan Ireland Limited, a wholly-owned indirect subsidiary of Mylan N.V. (“Mylan”) in February 2018 (the “Mylan Collaboration”), pursuant to which we will collaborate with Mylan exclusively, on a world-wide basis (excluding Japan), to develop, manufacture, and commercialize a biosimilar to the branded biologic product (onabotulinumtoxinA) marketed as BOTOX®. In August 2019, we entered into an amendment with Mylan (the “Mylan Amendment”) to the Mylan Collaboration, pursuant to which, among other things, we have agreed to extend the period of time for Mylan to decide whether to continue the development and commercialization of the biosimilar beyond the initial development plan (the “Continuation Decision”), for which both parties prepared and conducted the Biosimilar Initial Advisory Meeting (“BIAM”) with the U.S. FDA. In accordance with the Mylan Amendment, Mylan is required to notify us of the Continuation Decision on or before the later of (i) April 30, 2020 or (ii) 30 calendar days from the date that we provide Mylan with certain deliverables. Pursuant to the Mylan Collaboration, we formed a joint steering committee with Mylan, consisting of an equal number of members from both parties, to oversee and manage the development, manufacturing and commercialization of the biosimilar. We were responsible for conducting initial non-clinical development activities with the goal of preparing for and conducting the BIAM with the FDA to receive feedback as to whether a biosimilar pathway to BOTOX® is feasible. These activities were completed as the BIAM took place in February 2019. If Mylan chooses to continue the program upon the Continuation Decision, we will be primarily responsible for (a) non-clinical development activities, (b) clinical development activities in North America, and (c) manufacturing and supply of clinical drug substance and drug product; and Mylan will be primarily responsible for (a) clinical development activities outside of North America (excluding Japan) (the “ex-U.S. Mylan territories”), (b) regulatory activities, and (c) commercialization for any approved product. The cost incurred for the biosimilar program after the Continuation Decision are subject to certain cost-sharing arrangements. Under the Mylan Collaboration, Mylan paid us a non-refundable upfront payment of $25 million with additional contingent payments of up to $100 million in the aggregate, upon the achievement of specified clinical and regulatory (i.e.,biosimilar biological pathway) milestones and of specified, tiered sales milestones of up to $225 million . In connection with the Mylan Amendment, Mylan made an incremental payment of $5 million to us. The upfront payment does not represent a financing component for the transfer of goods or services. The contingent payments would be payable after the Continuation Decision and upon meeting certain milestones. In addition, Mylan would pay us low to mid double-digit royalties on any sales of the biosimilar in the U.S., mid double-digit royalties on any sales in Europe, and high single-digit royalties on any sales in other areas excluding Japan. However, we agreed to waive royalties for U.S. sales, up to a limit of $50 million in annual sales, during the first approximately four years after commercialization to defray launch costs. The term of the collaboration will continue, on a country-by-country basis, in perpetuity until terminated by either party pursuant to the terms of the Mylan Collaboration. Either party may terminate the agreement for breach by, or bankruptcy of, the other party. Mylan may terminate the Mylan Collaboration if a biosimilar development pathway is not deemed viable, with such determination only occurring after an advisory meeting with the FDA. Further, Mylan may terminate the collaboration in its entirety or on a region-by-region basis. All rights, including licenses, and obligations terminate in the country or countries for which termination applies, with limited exceptions for royalty-bearing licenses to certain intellectual property rights, and rights to certain data, for the continued development and sale of the biosimilar in the country or countries for which termination applies. Revenue Recognition As of the Mylan Amendment date in August 2019, we have the following unfulfilled non-distinct performance obligations within the Mylan Collaboration: (1) Intellectual property license for technology and know-how related to the biosimilar, (2) the performance of development services after the Initial Phase for the biosimilar through the filing of an IND application by us, and (3) manufacturing services to provide drug substance or drug product during the development and commercialization periods. The performance obligation related to the initial development services for the biosimilar up to the BIAM was completed in February 2019. We considered that the license has standalone functionality and is capable of being distinct. However, we determined that the license is not distinct from the development and manufacturing services within the context of the agreement because the development and manufacturing services significantly increase the utility of the intellectual property. Our development, manufacturing and commercialization license can only provide benefit to Mylan in combination with our development services during initial development and subsequent studies. The intellectual property related to the biosimilar platform, which is proprietary to us, is the foundation for the development activities related to the treatment for all indications. The manufacturing services are a necessary and integral part of the development services as they could only be conducted utilizing the outcomes of these services. Given the development services under the Mylan Collaboration are expected to involve significant further development of the initial intellectual property, we have concluded that the development and compound supply services are not distinct from the license, and thus the license, development services and compound supply services are combined into a single performance obligation. The nature of the combined performance obligation is to provide development and manufacturing services to Mylan under the arrangement. We determined that the Continuation Decision represents a material right, because it includes consideration for the intellectual property license, and provides economic value for the duration of the entire development period, defined as the initial development through regulatory approval. Further, in accordance with ASC 606, we elected to use a practical alternative to estimate the standalone fair value selling price of the material right, which is based on the cost of expected services to be provided for the duration of the contract. In accordance with ASC 606, transaction price is defined as the amount of consideration to which an entity expects to be entitled in exchange for promised goods or services to a customer. We estimated the transaction price for the Mylan Collaboration using the most likely amount method. In order to determine the transaction price, we evaluated all of the payments to be received during the duration of the contract, which included milestones and consideration payable by Mylan. Other than the upfront payment, all other milestones and consideration we may earn under the Mylan Collaboration are subject to uncertainties related to development achievements, Mylan’s rights to terminate the agreement, and estimated effort for cost-sharing payments. Components of such estimated effort for cost-sharing payments include both internal and external costs. Consequently, the transaction price does not include any milestones and considerations that, if included, could result in a probable significant reversal of revenue when related uncertainties become resolved. Sales-based milestones and royalties are not included in the transaction price until the sales occur because as the underlying value relates to the license, the license is the predominant feature in the Mylan Collaboration. The initial estimated transaction price of $81.0 million included the $25.0 million upfront payment, $40.0 million of development milestones, and estimated variable consideration for cost-sharing payments from Mylan. We re-evaluate the transaction price at each reporting period. As of December 31, 2019 , the transaction price allocated to the unfulfilled performance obligations is $106.9 million , which incorporates the impact from the incremental payment of $5.0 million and estimated variable consideration for cost-sharing payments resulting from the Mylan Amendment. We recognize revenue and estimate deferred revenue based on the cost of services incurred over the total estimated cost of services to be provided for the development period. As a result of the extended period of time for Mylan to make the Continuation Decision provided in the Mylan Amendment, both short-term and long-term deferred revenue have been adjusted accordingly to reflect the impact of the extension. For revenue recognition purposes, the development period is estimated to extend through 2024 . However, it is possible that this period will change and is assessed at each reporting date. For the year ended December 31, 2019 and 2018 , we recognized revenue related to development services of $0.4 million and $3.7 million , respectively. As of December 31, 2019 and 2018 , we estimated short-term deferred revenue of $7.9 million and $8.6 million , respectively; and long-term deferred revenue of $18.0 million and $12.7 million , respectively. Fosun License Agreement Agreement Terms In December 2018, we entered into a license agreement (the “Fosun License Agreement”) with Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd., a wholly-owned subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd (“Fosun”), whereby Revance has granted Fosun the exclusive rights to develop and commercialize our proprietary DAXI in mainland China, Hong Kong and Macau (the “Fosun Territory”) and certain sublicense rights. Under the Fosun License Agreement, we are eligible to receive a non-refundable upfront payment of $30.0 million within 30 business days of the date of the Fosun License Agreement, which was received in January 2019 net of foreign withholding tax of $3.0 million . We are also eligible to receive (i) additional contingent payments of up to $230.5 million upon the achievement of specified milestones based on (a) the submission and approval of BLAs for certain aesthetic and therapeutic indications and (b) first calendar year net sales, and (ii) tiered royalty payments in low double digit to high teen percentages on annual net sales. The royalty percentages are subject to reduction in the event that (i) we do not have any valid and unexpired patent claims that cover the product in the Fosun Territory, (ii) biosimilars of the product are sold in the Fosun Territory or (iii) Fosun needs to pay compensation to third parties to either avoid patent infringement or market the product in the Fosun Territory. Under the Fosun License Agreement, Fosun will have the right to import, develop, commercialize, market and sell the product in the Fosun Territory or engage service providers for such activities, and we will be responsible for manufacturing the product and supplying it to Fosun for the clinical and commercial activities in the Fosun Territory, subject to the terms of a supply agreement and a quality assurance agreement, each to be entered into between the parties in the six months following the date of the Fosun License Agreement. Except as provided in the Fosun License Agreement, each party has retained all of its intellectual property rights. During the term of the Fosun License Agreement and an additional two years from the termination date if Fosun terminates the Fosun License Agreement, Fosun will not engage in any research, development, manufacture or commercialization of any product competitive with the product; provided that such non-compete restrictions will expire if we fail to submit a BLA for the product in the U.S. by the end of 2020. Under the Fosun License Agreement, the parties will also establish a joint development committee, which will oversee the development and commercialization of the product as well as all clinical and pre-clinical studies to be conducted by Fosun for the product in the Fosun Territory. The term of the Fosun License Agreement will continue until Fosun’s payment obligations have been performed or have expired, unless sooner terminated by either party pursuant to the terms of the Fosun License Agreement. Either party may terminate the Fosun License Agreement for material breach by, or bankruptcy of, the other party. In addition, we may terminate the Fosun License Agreement if Fosun challenges our patents, and Fosun may terminate the Fosun License Agreement upon 120 days notice. In the event of a change of control of us, our successor will have the option to terminate the Agreement by paying Fosun a variable payment that depends on the stage of development of the product. Revenue Recognition We identified the following material promises within the Fosun License Agreement: (1) license to certain intellectual property and know-how related to DAXI, (2) development supplies to achieve regulatory approvals in the Fosun Territory, and (3) future commercial product supplies. We retained all manufacturing rights and know-how due to complexities associated with the risks and management of toxins and transferability of the underlying technology. Since the manufacturing rights and know-how, which are highly specialized and complex, do not transfer, Fosun cannot benefit from the license on its own or together with other readily available resources without the supplies provided by Revance. Accordingly, the license is not distinct from the other material promises and are bundled into a single performance obligation. In accordance with ASC 606, transaction price is defined as the amount of consideration to which an entity expects to be entitled in exchange for promised goods or services to a customer. We estimated the transaction price for the Fosun License Agreement using the most likely amount method. We evaluated all of the variable payments to be received during the duration of the contract, which included payments from specified milestones, royalties, and estimated supplies to be delivered, and concluded only a certain milestone of $1.0 million was included in the transaction price. We will re-evaluate the transaction price at each reporting period and upon a change in circumstances. As of December 31, 2019 , the transaction price allocated to unfulfilled performance obligation is $31.0 million . We will recognize revenue on the single performance obligation as control of the manufactured product is supplied to Fosun. As of December 31, 2019 , no revenue has been recognized as no supply has been provided under the agreement. Upon commencement of the transfer of control, revenue will be recognized in a pattern consistent with estimated deliveries of the product through the term of the arrangement, which is estimated to extend through 2039 . However, it is possible that this period will change and is assessed at each reporting date. The estimated contract term for revenue recognition purposes is not limited or impacted by Fosun’s ability to terminate the agreement to due to a substantive significant termination penalty from non-refundable payments. No revenue has been recognized from the Fosun License Agreement for the year ended December 31, 2019 . Substantially all of the $30 million non-refundable upfront payment was included in long-term deferred revenue as of December 31, 2019 . |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Derivative Liability | Derivative Liability Due to an existing settlement agreement which we entered in 2012, we are obligated to pay $4.0 million upon our achievement of regulatory approval for DAXI or DaxibotulinumtoxinA Topical. We determined that such payment was a derivative instrument that requires fair value accounting as a liability and periodic fair value remeasurements until settled. The fair value of the derivative liability was determined by estimating the timing and probability of the related regulatory approval and multiplying the payment amount by this probability percentage and a discount factor. As of December 31, 2018 , the fair value of the derivative liability was $2.7 million , which was measured using a term of 1.5 years based on an expected BLA approval in 2020, a risk-free rate of 2.6% and a credit risk adjustment of 8.0% . As of December 31, 2019 , the fair value of the derivative liability was $3.0 million , which was measured using a term of 0.9 years based on an expected BLA approval in 2020, a risk-free rate of 1.6% and a credit risk adjustment of 7.5% . As a result of the fair value remeasurements during the years ended December 31, 2019 , 2018 , and 2017 , we recognized aggregate losses of $0.2 million , $0.1 million , and $0.6 million , respectively. |
Cash Equivalents and Investment
Cash Equivalents and Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash Equivalents and Investments | Cash Equivalents and Short-Term Investments Our cash equivalents and short-term investments consist of money market funds, U.S. treasury securities, U.S. government agency obligations, commercial paper, and overnight repurchase agreements which are classified as available-for-sale securities. The following table is a summary of amortized cost, unrealized gains and losses, and fair value: December 31, 2019 December 31, 2018 Cost Unrealized Fair Value Cost Unrealized Fair Value (in thousands) Gains Losses Gains Losses Money market funds $ 136,258 $ — $ — $ 136,258 $ 38,354 $ — $ — $ 38,354 U.S. treasury securities 48,349 6 — 48,355 80,844 5 (5 ) 80,844 U.S. government agency obligations 5,993 2 (5 ) 5,990 52,586 — (8 ) 52,578 Commercial paper 77,082 — — 77,082 — — — — Overnight repurchase agreements 15,001 — — 15,001 — — — — Total cash equivalents and available-for-sale securities $ 282,683 $ 8 $ (5 ) $ 282,686 $ 171,784 $ 5 $ (13 ) $ 171,776 Classified as: Cash equivalents $ 163,731 $ 69,220 Short-term investments 118,955 102,556 Total cash equivalents and available-for-sale securities $ 282,686 $ 171,776 As of December 31, 2019 and 2018, we have no |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurement The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy: As of December 31, 2019 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 136,258 $ 136,258 $ — $ — U.S. treasury securities 48,355 48,355 — — Commercial paper 77,082 — 77,082 — Overnight repurchase agreements 15,001 — 15,001 — U.S. government agency obligations 5,990 — 5,990 — Total assets measured at fair value $ 282,686 $ 184,613 $ 98,073 $ — Liabilities Derivative liability $ 2,952 $ — $ — $ 2,952 Total liabilities measured at fair value $ 2,952 $ — $ — $ 2,952 As of December 31, 2018 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 38,354 $ 38,354 $ — $ — U.S. treasury securities 80,844 80,844 — — U.S. government agency obligations 52,578 — 52,578 — Total assets measured at fair value $ 171,776 $ 119,198 $ 52,578 $ — Liabilities Derivative liability $ 2,753 $ — $ — $ 2,753 Total liabilities measured at fair value $ 2,753 $ — $ — $ 2,753 For Level 1 investments, we use quoted prices in active markets for identical assets to determine the fair value. For Level 2 investments, we use quoted prices for similar assets sourced from certain third-party pricing services. The third-party pricing services generally utilize industry standard valuation models for which all significant inputs are observable, either directly or indirectly, to estimate the price or fair value of the securities. The primary input generally includes reported trades of or quotes on the same or similar securities. We do not make additional judgments or assumptions made to the pricing data sourced from the third-party pricing services. The following table summarizes the change in the fair value of our Level 3 financial instrument: (in thousands) Derivative liability Fair value as of December 31, 2018 $ 2,753 Change in fair value 199 Fair value as of December 31, 2019 $ 2,952 The fair value of the derivative liability was determined by estimating the timing and probability of the related regulatory approval and multiplying the payment amount by this probability percentage and a discount factor based primarily on the estimated timing of the payment and a credit risk adjustment ( Note 4 ). Generally, increases or decreases in these unobservable inputs would result in a directionally similar impact to the fair value measurement of this derivative instrument. The significant unobservable inputs used in the fair value measurement of the product approval payment derivative are the expected timing and probability of the payments at the valuation date and the credit risk adjustment. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, net Property and equipment, net consists of the following: As of December 31, (in thousands) 2019 2018 Manufacturing equipment $ 19,113 $ 11,307 Leasehold improvements 5,374 4,752 Construction in progress 2,386 8,925 Computer software 2,040 1,299 Computer equipment 1,505 1,351 Furniture and fixtures 1,203 787 Total property and equipment 31,621 28,421 Less: Accumulated depreciation (16,866 ) (13,972 ) Property and equipment, net $ 14,755 $ 14,449 Accruals and Other Current Liabilities Accruals and other current liabilities consist of the following: As of December 31, (in thousands) 2019 2018 Accruals related to: Compensation $ 7,933 $ 6,743 Clinical trials 4,746 4,021 Professional service 2,732 2,272 Nonrecurring milestone payment 1,000 1,000 Manufacturing and quality control 1,798 260 Property and equipment (including construction in progress) 221 111 Other current liabilities 206 541 Total accruals and other current liabilities $ 18,636 $ 14,948 (1) We recorded $5.5 million and $5.3 million for bonus accruals as of December 31, 2019 and 2018 , respectively. |
Leases Leases
Leases Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases We have non-cancelable operating leases for facilities for research, manufacturing, and administrative functions, and equipment operating leases. One of the facility operating leases commenced in February 2019. As of December 31, 2019 , the weighted average remaining lease term is 7.0 years . The monthly payments for the facility lease escalate over the facility lease term with the exception of a decrease in payments at the beginning of 2022. We have options to extend the facility operating leases for up to 14.0 years . Our lease contracts do not contain termination options, residual value guarantees or restrictive covenants. The operating lease costs are summarized as follows: Year Ended (in thousands) December 31, 2019 Operating lease cost $ 5,618 Variable lease cost (1) 1,184 Total operating lease costs $ 6,802 (1) Variable lease cost includes management fees, common area maintenance, property taxes, and insurance, which are not included in the lease liabilities and are expensed as incurred. As of December 31, 2019 , maturities of our operating lease liabilities are as follows: Year Ending December 31, (in thousands) 2020 $ 6,735 2021 6,942 2022 5,464 2023 5,557 2024 5,733 2025 and thereafter 12,226 Total operating lease payments 42,657 Less imputed interest (1) (13,317 ) Present value of operating lease payments $ 29,340 (1) Our lease contracts do not provide a readily determinable implicit rate. The imputed interest was based on a weighted average discount rate of 12.0% , which represents the estimated incremental borrowing based on the information available at the adoption or commencement dates. As of December 31, 2018 , the aggregate total future minimum lease payments under non-cancelable operating leases were as follows: Year Ending December 31, (in thousands) 2019 $ 5,826 2020 6,011 2021 6,196 2022 4,696 2023 and thereafter 20,173 Total payments $ 42,902 Supplemental cash flow information related to the operating leases was as follows: Year Ended (in thousands) December 31, 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 6,339 Right-of-use assets obtained in exchange for operating lease liabilities $ 3,890 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments We are parties to a Technology Transfer, Validation and Commercial Fill/Finish Services Agreement with Ajinomoto Althea, Inc. dba Ajinomoto Bio-Pharma Services (“Althea”) (the “Althea Services Agreement”), under which Althea provides us a contract development and manufacturing organization, which allows us to have expanded capacity and a second source for drug product manufacturing in order to support a global launch of DAXI. Under the Althea Services Agreement, the initial term is to 2024 , unless terminated sooner by either company, and we have minimum purchase obligations based on our production forecasts. As of December 31, 2019 , non-refundable advanced payments of $1.5 million under the Althea Services Agreement have been recorded in prepaid expense on our consolidated balance sheets. The remaining services can be canceled at any time, with us required to pay costs incurred through the cancellation date. Contingencies We are obligated to pay a $2.0 million milestone payment to a developer of botulinum toxin, List Biological Laboratories, Inc. (“List Laboratories”), when a certain regulatory milestone is achieved. As of December 31, 2019 , the milestone has not been achieved. We are also obligated to pay royalties to List Laboratories on future sales of botulinum toxin products. We entered into an asset purchase agreement (the “BTRX Purchase Agreement”) with Botulinum Toxin Research Associates, Inc. (“BTRX”), under which we are obligated to pay up to $16.0 million to BTRX upon the satisfaction of milestones relating to our product revenue, intellectual property, and clinical and regulatory events. As of December 31, 2019 , a one-time intellectual property development milestone liability of $1.0 million has been recorded in accruals on our consolidated balance sheets. We entered into an agreement with BioSentinel, Inc. (“BioSentinel”), under which we in-license BioSentinel’s technology and expertise for research, development and manufacturing purposes. We are obligated to pay BioSentinel minimum quarterly use fees and a one-time milestone payment of $0.3 million when regulatory approval is achieved. As of December 31, 2019 , the milestone has not been achieved. Indemnification We have standard indemnification agreements in the ordinary course of business. Under these indemnification agreements, we indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to our technology. The term of these indemnification agreements is generally perpetual after the execution of the agreements. The maximum potential amount of future payments we are obligated to pay under these indemnification agreements is not determinable because it involves claims that may be made against us in the future, but have not been made. We have not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. We have indemnification agreements with our directors and officers that may require us to indemnify them against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. For the year ended December 31, 2019 , no amounts associated with the indemnification agreements have been recorded. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Compensation Plans We maintain three equity compensation plans: 2014 Equity Incentive Plan (the “ 2014 EIP ”), 2014 Inducement Plan (the “2014 IN”) and 2014 Employee Stock Purchase Plan (the “2014 ESPP”). Under the 2014 EIP and 2014 IN, stock options may be granted with different vesting terms with maximum contractual term of 10 years from the grant dates. Under the 2014 EIP and the 2014 IN, stock options typically vest over four years , either with 25% of the total grant vesting on the first anniversary of the grant date and 1/36 th of the remaining grant vesting each month thereafter or 1/48 th vesting monthly; restricted stock awards typically vest annually over 1 , 3 , or 4 years . The 2014 EIP is the successor of the 2012 and 2002 Equity Incentive Plans, and any canceled or forfeited common stock shares under the 2012 and 2002 Equity Incentive Plans were retired upon the effectiveness of the 2014 EIP. 2014 EIP The 2014 EIP was effective on February 5, 2014 , and the plan provides for the issuance of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards , and other forms of equity compensation to qualified employees, directors and consultants. The common stock shares reserved for issuance under the 2014 EIP will automatically increase each year on January 1 st from January 1, 2015 to January 1, 2024 by 4% of our total common stock shares outstanding on December 31 st of the preceding calendar year or a lesser number of shares determined by our Board of Directors. On January 1, 2019, the common stock shares reserved for issuance under the 2014 EIP increased by 1,479,008 shares, and on January 1, 2020, the common stock shares reserved for issuance under the 2014 EIP increased by 2,094,989 shares. For the year ended December 31, 2019 , 1,976,750 stock options and 1,640,275 restricted stock awards, including 865,000 performance stock awards , were granted under the 2014 EIP. As of December 31, 2019 , 641,813 common stock shares were available for issuance under the 2014 EIP. 2014 IN The 2014 IN was effective on August 29, 2014 , and the plan provides for the issuance of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards , and other forms of equity compensation exclusively to individuals that were not previously employees or directors of us, as an inducement material to the individual’s entry into employment with us Stockholder approval of the 2014 IN was not required pursuant to Rule 5635 (c)(4) of the Nasdaq Listing Rules. For the year ended December 31, 2019 , no stock options or restricted stock awards were granted under the 2014 IN. As of December 31, 2019 , 174,546 common stock shares were available for issuance under the 2014 IN. 2014 ESPP The 2014 ESPP was effective on February 5, 2014 , and the plan provides employees with an opportunity to purchase our common stock through accumulated payroll deductions. The common stock shares reserved for issuance under the 2014 ESPP will automatically increase each year on January 1 st from January 1, 2015 to January 1, 2024 by the lesser of (i) 1% of the total common stock shares outstanding on December 31 st of the preceding calendar year, (ii) 300,000 common stock shares or (iii) a lesser number of common stock shares determined by our Board of Directors. On January 1, 2019, the number of shares of common stock reserved for issuance under the 2014 ESPP increased by 300,000 shares, and on January 1, 2020, the common stock shares reserved for issuance under the 2014 ESPP increased by 300,000 shares. For the year ended December 31, 2019 , 74,935 common stock shares were issued to employees under the 2014 ESPP. As of December 31, 2019 , 1,404,005 common stock shares were available for issuance under the 2014 ESPP. Stock Options The following table summarizes our stock option activities: Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in Years) Weighted-Average Grant-Date Fair Value Per Share Aggregate Intrinsic Value (1) (in thousands) Balance as of December 31, 2016 2,790,646 $ 19.31 Granted 960,525 $ 21.75 $ 13.59 Exercised (309,341 ) $ 12.88 $ 7,073 Forfeited (231,430 ) $ 22.76 Balance as of December 31, 2017 3,210,400 $ 20.41 Granted 1,136,650 $ 28.30 $ 16.35 Exercised (293,100 ) $ 15.45 $ 1,519 Forfeited (448,617 ) $ 25.59 Balance as of December 31, 2018 3,605,333 $ 22.66 Granted 1,976,750 $ 14.53 $ 8.29 Exercised (10,135 ) $ 11.76 $ 45 Forfeited (837,332 ) $ 22.40 Balance as of December 31, 2019 4,734,616 $ 19.34 6.2 $ 7,762 Exercisable as of December 31, 2019 2,659,741 $ 21.31 3.9 $ 3,433 (1) The total intrinsic values of options exercised as of December 31, 2019 , 2018 and 2017 were determined by multiplying the number of shares by the difference between exercise price of the stock options and the fair value of the common stock as of December 31, 2019 , 2018 and 2017 of $16.23 , $20.13 and $35.75 per share, respectively. The intrinsic values of outstanding and exercisable options were determined by multiplying the number of shares by the difference in exercise price of the options and the fair value of the common stock as of December 31, 2019 . Restricted Stock Awards The following table summarizes our activities of restricted stock awards, including performance stock awards : Shares Weighted-Average Grant-Date Fair Value Per Share Unvested balance as of December 31, 2016 416,229 $ 20.02 Granted 435,525 $ 22.08 Vested (130,562 ) $ 23.25 Forfeited (81,905 ) $ 19.32 Unvested balance as of December 31, 2017 639,287 $ 20.86 Granted 373,500 $ 28.37 Vested (235,307 ) $ 20.25 Forfeited (172,468 ) $ 24.83 Unvested balance as of December 31, 2018 605,012 $ 24.61 Granted 1,640,275 $ 12.78 Vested (244,038 ) $ 23.80 Forfeited (192,731 ) $ 21.47 Unvested balance as of December 31, 2019 1,808,518 $ 14.32 For the year ended December 31, 2019 , we granted 865,000 shares of performance stock awards with weighted-average grant-date fair value of $10.78 per share. The performance stock awards will vest based on certain market and performance conditions, and all 865,000 shares were unvested as of December 31, 2019 . There were no performance stock awards granted prior to 2019. Stock-based Awards Valuation Stock Option and 2014 ESPP Shares The fair value of both stock options and the option component of shares purchased under our 2014 ESPP was estimated using the Black-Scholes option pricing model. The description of the significant assumptions used in the model are as follows: • Fair Value of Common Stock . The fair value of the common stock shares is based on our stock price as quoted by the Nasdaq. • Expected Term . For stock options, the expected term is based on the simplified method, as our stock options have the following characteristics: (i) granted at-the-money; (ii) exercisability is conditioned upon service through the vesting date; (iii) termination of service prior to vesting results in forfeiture; (iv) limited exercise period following termination of service; and (v) options are non-transferable and non-hedgeable, or “plain vanilla” options, and we have limited history of exercise data. For stock options granted to non-employees before adoption of ASU 2018-07 on July 1, 2018 (Note 2 ), the expected term is based on the remaining contractual term. For ESPP, the expected term is based on the term of the purchase period under the 2014 ESPP. • Expected Volatility . The expected volatility is based on the historical volatilities of a group of similar entities combined with the historical volatility of us. In evaluating similarity, we considered factors such as industry, stage of life cycle, capital structure, and company size. • Risk-Free Interest Rate . The risk-free interest rate is based on U.S. Treasury constant maturity rates with remaining terms similar to the expected term of the stock options. • Expected Dividend Rate . We use an expected dividend rate of zero because we have never paid any dividends and do not plan to pay dividends in the foreseeable future. • Forfeitures. We account for forfeitures as they occur. The fair values of stock options were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions in 2019: Year Ended December 31, 2019 Expected term (in years) 6.03 Expected volatility 60.2 % Risk-free interest rate 2.1 % Expected dividend rate — % The fair values of the option component of the shares purchased under the 2014 ESPP were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions for years presented: Year Ended December 31, 2019 2018 2017 Expected term (in years) 0.5 0.5 0.5 Expected volatility 43.4 % 50.9 % 59.2 % Risk-free interest rate 2.3 % 1.9 % 0.9 % Expected dividend rate — % — % — % Stock Option Assumptions Before 2019 Effective July 1, 2018 , we adopted ASU 2018-07 ( Note 2 ). All non-employee consultants stock options granted prior to adoption were remeasured at fair value as of July 1, 2018 . Before adoption, stock-based compensation expense related to stock options granted to non-employee consultants is recognized as the stock options are earned. For non-employees, the fair values of the stock options vested were remeasured at each reporting date using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2018 2017 Expected term (in years) 5.5 8.9 Expected volatility 59.4 % 67.9 % Risk-free interest rate 2.8 % 2.3 % Expected dividend rate — % — % ASU 2018-07 did not impact valuation of stock options for employees and non-employee directors. The fair values of the employee and non-employee director stock options were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2018 2017 Expected term (in years) 6.0 6.0 Expected volatility 60.2 % 67.7 % Risk-free interest rate 2.7 % 2.1 % Expected dividend rate — % — % Performance Stock Awards Subject to Market-based Vesting Conditions Certain performance stock awards granted in 2019 include market-based vesting conditions (“ market-based PSAs ”). These market-based PSAs vest upon the earlier of i) the date that the closing share price of our common stock meet certain minimum share prices on a volume-weighted basis for a specified period of time or ii) upon a change in control in which the purchase price of our common stock is at or above the same minimum share prices as determined in the award agreement. We determined the fair value of the market-based PSAs using the Monte Carlo simulation model. The following weighted-average assumptions were used in the Monte Carlo simulation model in determining fair value of these performance stock awards : Year Ended December 31, 2019 Expected term (in years) (1) 10.0 Expected volatility (2) 60.0 % Risk-free interest rate 1.8 % Expected dividend rate — % (1) Expected term was based on the expiration period of the performance stock awards in the award agreement. (2) Expected volatility was based on the historical volatilities of a group of similar entities combined with our historical volatility. For the year ended December 31, 2019 , we recognized stock-based compensation expense of $0.5 million for the market-based PSAs. Stock-based compensation expense was allocated as follows: (in thousands) Year Ended December 31, 2019 2018 2017 Research and development $ 8,512 $ 7,480 $ 5,902 General and administrative 9,410 8,793 7,328 Total stock-based compensation expense $ 17,922 $ 16,273 $ 13,230 Unrecognized Compensation Cost As of December 31, 2019 2018 Unrecognized Compensation Cost Weighted Average Expected Recognize Period Unrecognized Compensation Cost Weighted Average Expected Recognize Period (in thousands) (in years) (in thousands) (in years) Stock options $ 18,487 2.9 $ 20,202 2.7 Restricted stock awards 11,891 2.3 10,591 2.4 Performance stock awards 8,839 2.4 — — Total unrecognized compensation cost $ 39,217 2.6 $ 30,793 2.6 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Warrants As of both December 31, 2019 and December 31, 2018 , 34,113 , common stock warrants were outstanding at an exercise price of $14.95 per share, which expire in 2020. Follow-On Public Offerings In December 2017, we completed a follow-on public offering (the “2017 follow-on offering”), pursuant to which we issued 5,389,515 shares of common stock at $31.00 per share, including the exercise of the underwriters' over-allotment option to purchase 550,806 additional shares of common stock, for net proceeds of $156.9 million , after underwriting discounts, commissions and other offering expenses. In January 2019, we completed a follow-on public offering (the “January 2019 follow-on offering”), pursuant to which we issued 6,764,705 shares of common stock at $17.00 per share, including the exercise of the underwriters’ over-allotment option to purchase 882,352 additional shares of common stock, for net proceeds of $107.6 million , after underwriting discounts, commissions and other offering expenses. In December 2019, we completed a follow-on public offering (the “December 2019 follow-on offering”), pursuant to which we issued 6,500,000 shares of common stock at $17.00 per share for net proceeds of $103.6 million , after underwriting discounts, commissions and other offering expenses. In January 2020, the underwriters of the December 2019 follow-on offering exercised their over-allotment option to purchase 975,000 additional shares of common stock for net proceeds of $15.6 million , after underwriting discounts, commissions and other offering expenses. At-The-Market Offerings In March 2016, we entered into the 2016 At-The-Market (“ATM”) agreement (the “2016 ATM Agreement”) under which we may offer and sell common stock having aggregate proceeds of up to $75.0 million from time to time through Cowen, our sales agent. Sales of common stock through Cowen under the 2016 ATM agreement would be made by means of ordinary brokers’ transactions on the Nasdaq or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise agreed upon by us and Cowen. Cowen will sell the common stock from time to time, based upon instructions from us (including any price, time or size limits or other customary parameters or conditions we may impose). We agreed to pay Cowen a commission of up to 3.0% of the gross sales proceeds of any common stock sold through Cowen under the 2016 ATM Agreement. For the year ended December 31, 2017, we sold 1,802,651 shares of common stock under the 2016 ATM Agreement at a weighted average price of $22.17 per share resulting in net proceeds of $38.2 million after underwriting discounts, commissions and other offering expenses. In March 2018, we terminated the 2016 ATM Agreement and entered into a separate ATM agreement with Cantor Fitzgerald (the “2018 ATM Agreement”). Under the 2018 ATM Agreement, we may offer and sell common stock having aggregate proceeds of up to $125.0 million from time to time through Cantor Fitzgerald as our sales agent. Sales of common stock through Cantor Fitzgerald under the 2018 ATM Agreement will be made by means of ordinary brokers’ transactions on the Nasdaq or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise agreed upon by us and Cantor Fitzgerald. Cantor Fitzgerald will sell the common stock from time to time, based upon instructions from us. We agreed to pay Cantor Fitzgerald a commission of up to 3.0% of the gross sales proceeds of any common stock sold through Cantor Fitzgerald under the 2018 ATM Agreement. For the year ended December 31, 2019 , we sold 687,189 shares of common stock under the 2018 ATM Agreement at a weighted average price of $15.82 per share resulting in net proceeds of $10.9 million after underwriting discounts, commissions and other offering expenses. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes From inception through December 31, 2019 , we have only generated pretax losses. Loss before income taxes were as follows: Year Ended December 31, (in thousands) 2019 2018 2017 Domestic $ (159,429 ) $ (139,568 ) $ (118,331 ) Foreign — — (2,256 ) Loss before income taxes $ (159,429 ) $ (139,568 ) $ (120,587 ) Statutory Federal Income Tax Provision (Benefit) Reconciliations of the statutory federal income tax provision (benefit) to our effective tax are as follows: Year Ended December 31, (in thousands) 2019 2018 2017 Tax benefit at statutory federal rate (1) $ (33,480 ) $ (29,309 ) $ (40,999 ) Research and development credits (4,723 ) (4,064 ) (1,858 ) Other changes in valuation allowance 36,379 42,902 (35,783 ) Nondeductible/nontaxable items 1,429 108 738 Other 395 (153 ) 224 Sale of intellectual property (2) — (14,008 ) 14,008 Foreign rate differential and withholding taxes — 2,370 767 Impact of the Tax Reform Act — 5,154 62,903 Income tax provision $ — $ 3,000 $ — (1) U.S. federal statutory rate was 21% , for the years ended December 31, 2019 and 2018 , and 35% for the year ended December 31, 2017 . (2) This represents the tax effect of an intra-entity sale between us and our wholly owned subsidiary, Revance International Limited, which was eliminated for financial reporting purposes (discussed below). Deferred Tax Assets, Net Components of our deferred tax assets, net were as follows: Year Ended December 31, (in thousands) 2019 2018 Deferred tax assets Net operating loss carryforward $ 184,879 $ 146,618 Accruals and reserves 1,537 2,191 Stock-based compensation 6,241 5,173 Tax credits 17,449 12,230 Fixed and intangible assets 2,803 3,328 Deferred revenue 10,703 — Operating lease liabilities 6,174 — Other 19 — Total deferred tax assets 229,805 169,540 Less: valuation allowance (1) (224,222 ) (169,540 ) Deferred tax assets, gross 5,583 — Deferred tax liabilities Operating lease right of use assets (5,583 ) — Deferred tax assets, net $ — $ — (1) The valuation allowance for the year ended December 31, 2019 increased by $54.7 million , compared to the same period in 2018 , primarily due to net operating losses and credits generated in those years. Valuation Allowance We have evaluated the positive and negative evidence bearing upon our ability to realize the deferred tax assets. We have considered our history of cumulative net losses incurred since inception and have concluded that it is more likely than not that we will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets due to the uncertainty of realizing future tax benefits from our net operating loss (“NOL”) carryforwards and other deferred tax assets as of December 31, 2019 and 2018 . We reevaluate the positive and negative evidence at each reporting period. Net Operation Loss and Tax Credits Carryforwards As of December 31, 2019 , we had NOL carryforwards available to reduce future taxable income, if any, for federal, California, and other states income tax purposes of $734.6 million , $398.2 million , and $281.7 million , respectively. The California NOL carryforwards will begin to expire in 2028 . If not utilized, the federal and the other states NOL carryforwards will begin expiring in 2020 and 2030 , respectively. As of December 31, 2019 , we had research and development credit carryforwards of $9.1 million and $7.6 million available to reduce future taxable income, if any, for federal and California income tax purposes, respectively. The federal research and development credit carryforwards will begin expiring in 2023 if they are not utilized, and the California research and development credit carryforwards have no expiration date. As of December 31, 2019 , we had orphan drug credit carryforwards of $7.7 million available to reduce future taxable income, if any, for federal income tax purposes. The federal orphan drug credit carryforwards will begin expiring in 2038 if they are not utilized. In general, if we experience a greater than 50% aggregate change in ownership over a 3-year period (a Section 382 ownership change), utilization of our pre-change NOL carryforwards are subject to an annual limitation under Internal Revenue Code Section 382 (California and the other states have similar laws). The annual limitation generally is determined by multiplying the value of our stock at the time of such ownership change (subject to certain adjustments) by the applicable long-term tax-exempt rate. Such limitations may result in expiration of a portion of the NOL carryforwards before utilization. We determined that an ownership change occurred on April 7, 2004 but that all carryforwards can be utilized prior to the expiration. We also determined that an ownership change occurred in February 2014, and as a result, we reduced the deferred tax assets and the corresponding valuation allowance to account for this limitation. Since the research and development credits for California carry over indefinitely, there was no change to the California research and development credits. We have reviewed our Internal Revenue Code Section 382 limitation through December 31, 2019 and have not identified any ownership changes resulting in a limitation. Our ability to use our remaining NOL carryforwards may be further limited if we experience a Section 382 ownership change as a result of future changes in our stock ownership. California State Apportionment In 2018, we petitioned the California Franchise Tax Board for an alternative apportionment percentage due to the insignificant apportionment percentage derived from the single sales factor methodology for California. In January 2019, the California Franchise Tax Board approved the use of an alternative apportionment method. Our NOL in California is estimated to increase by approximately $219 million as a result of the change in apportionment model. We have increased our deferred tax assets by $15 million with a corresponding offsetting adjustment to its valuation allowance. There is no impact to the our net loss in the period as a result of the adjustment. Tax Cuts and Jobs Act In December 2017, the U.S. government enacted Tax Cuts and Jobs Act (the “Tax Reform Act”). The Tax Reform Act includes but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21% , allowing for federal NOL to be carried over indefinitely for NOL generated after December 31, 2017 with statutory limitations to the annual utilization, and creating a new limitation on deductible interest expense. We have completed our assessment of the accounting impact resulting from the Tax Reform Act in December 2018, and the aggregated impact to deferred taxes is $68.1 million , which continues to be fully offset by a valuation allowance. In October 2017, we created a wholly owned subsidiary, Revance International Limited, which was incorporated in the Cayman Islands, and transferred the economic rights to certain intellectual property for $41.2 million to the newly formed subsidiary. Under the tax laws prior to the Tax Reform Act in December 2017, the transaction had no financial statement impact to us other than to decrease the current NOL by the amount of the consideration. As a result of the Tax Reform Act, we did not complete the accounting with regard to the tax effects associated with this intra-entity transfer as of December 31, 2017. In October 2018, we received notification that the Internal Revenue Service (IRS) had approved our request to disregard the Cayman subsidiary by treating it as a U.S. branch for federal income tax purposes, effectively eliminating any tax effects from the transaction. As a result of the finalization of our assessment of the Tax Reform Act, we have reversed the usage of the NOLs from this transaction as of December 31, 2018. Unrecognized Tax Benefits We follow the provisions of the FASB’s guidance for accounting for uncertain tax positions. The guidance indicates a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or expected to be taken on a tax return. No liability related to uncertain tax positions is recorded in the financial statements due to the fact the liabilities have been netted against deferred attribute carryovers. It is our policy to include penalties and interest related to income tax matters in income tax expense. We do not expect that our uncertain tax positions will materially change in the next twelve months. For year ending December 31, 2019 , the amount of unrecognized tax benefits increased due to additional research and development credits generated. The additional uncertain tax benefits would not impact our effective tax rate to the extent that we continue to maintain a full valuation allowance against our deferred tax assets. The unrecognized tax benefit was as follows: Year Ended December 31, (in thousands) 2019 2018 2017 Balance at the beginning of the period $ 4,200 $ 2,577 $ 1,819 Additions for prior years — 333 — Additions for current year 1,498 1,290 758 Balance at the end of the period $ 5,698 $ 4,200 $ 2,577 We file income tax returns in the U.S., California, and other states. We are not currently under examination by income tax authorities in any federal, state or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any NOL or tax credits. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Stock Options and Restricted Stock Awards Grants under the 2014 EIP In January 2020, we granted 568,675 stock options and 1,027,825 restricted stock awards including performance stock awards under the 2014 EIP to existing employees. Teoxane Exclusive Distribution Agreement In January 2020, we entered into the Teoxane Agreement with Teoxane, pursuant to which Teoxane granted us with the exclusive right to import, market, promote, sell and distribute Teoxane’s line of Resilient Hyaluronic Acid® dermal fillers, which include i) RHA® 2, RHA® 3 and RHA® 4 which have been approved by the FDA for the correction of moderate to severe dynamic facial wrinkles and folds, including RHA® 2, RHA® 3 and RHA® 4 in the currently approved indications, ii) RHA® 1, which we anticipate will be approved by the FDA in 2021 for the treatment of perioral rhytids, the indication currently in ongoing clinical trials, and iii) future hyaluronic acid filler advancements and products by Teoxane (collectively the “RHA® dermal fillers”) in the U.S. and U.S. territories and possessions, in exchange for 2,500,000 shares of our common stock and certain other commitments by us. The Teoxane Agreement will be effective for a term of ten years upon product launch and may be extended for a two -year period upon the mutual agreement of the parties. We have begun to build out a U.S. commercial organization and plan to introduce the FDA approved RHA® dermal fillers in the U.S. in the second quarter of 2020. If Teoxane pursues regulatory approval for RHA® dermal fillers for certain new indications or filler technologies, including innovations with respect to existing products in the U.S., we will be subject to certain specified cost-sharing arrangements for third party expenses incurred in achieving regulatory approval for such products. We will also have a right of first negotiation with respect to any cosmeceutical products that Teoxane wishes to distribute in the U.S, and Teoxane will have a right of first negotiation in connection with the distribution of DAXI for aesthetic use, outside the U.S. and U.S. territories where Teoxane has an affiliate. We are required to meet certain minimum purchase obligations during each year of the term. We are also required to meet certain minimum expenditure requirements in connection with commercialization efforts. We are currently assessing the accounting impact of the Teoxane Agreement . Convertible Senior Notes Due 2027 On February 14, 2020 , we issued an aggregate of $287.5 million principal amount of notes, pursuant to an Indenture (Exhibit 4.2) between Revance and U.S. Bank National Association, as trustee (the “ Notes ”). The Notes are senior unsecured obligations of Revance and will bear interest at a rate of 1.75% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020 . The Notes will mature on February 15, 2027 , unless earlier converted, redeemed or repurchased. The Notes are convertible into cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. We received approximately $278.4 million in net proceeds, after deducting the initial purchasers’ discount, commissions, and estimated expenses payable by us, from the issuance of the Notes . We may not redeem the Notes prior to February 20, 2024 , and no sinking fund is provided for the Notes. We used approximately $28.9 million of the net proceeds from the Notes to pay the cost of certain capped call transactions. The capped call transactions are expected generally to reduce potential dilution to our common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes. We are currently assessing the accounting impact of the Notes |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Data [Abstract] | |
Quarterly Results of Operations (Unaudited) | Quarterly Results of Operations (Unaudited) The following table presents our unaudited consolidated quarterly financial data. This information has been prepared on a basis consistent with that of the audited consolidated financial statements. We believe that all necessary adjustments, consisting of normal recurring accruals and adjustments, have been included to present fairly the quarterly financial data. The results of historical periods are not necessarily indicative of the results of operations for any future period. Three Months Ended 2019 2018 December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, (in thousands, except per share amounts) Revenue $ 89 $ 46 $ — $ 278 $ 487 $ 2,362 $ 686 $ 193 Loss from operations $ (46,170 ) $ (42,540 ) $ (39,122 ) $ (36,627 ) $ (38,412 ) $ (33,641 ) $ (34,919 ) $ (35,662 ) Net loss $ (45,326 ) $ (41,409 ) $ (37,390 ) $ (35,304 ) $ (40,616 ) $ (32,834 ) $ (34,080 ) $ (35,037 ) Basic and diluted net loss $ (45,326 ) $ (41,409 ) $ (37,390 ) $ (35,304 ) $ (40,616 ) $ (32,834 ) $ (34,080 ) $ (35,037 ) Basic and diluted net loss per share (1) $ (0.99 ) $ (0.96 ) $ (0.86 ) $ (0.85 ) $ (1.12 ) $ (0.91 ) $ (0.94 ) $ (0.97 ) (1) Net loss per share amounts are calculated discretely and therefore may not add up to the total due to rounding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Our consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, Revance Therapeutics Limited and Revance International Limited, and have been prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). |
Principles of Consolidation | All intercompany transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such management estimates include revenue recognition, deferred revenue, accruals including clinical trial accruals, stock-based compensation, fair value of derivative liability, impairment of long-lived assets and the valuation of deferred tax assets. We base our estimates on historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates. |
Risks and Uncertainties | Risks and Uncertainties The product candidates developed by us require approvals from the U.S. Food and Drug Administration (“FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that our current and future product candidates will meet desired efficacy and safety requirements to obtain the necessary approvals. If approval is denied or delayed, it may have a material adverse impact on our business and our consolidated financial statements. We are subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical and commercial success of our product candidates, ability to obtain regulatory approval of our product candidates, the need for substantial additional financing to achieve our goals, uncertainty of broad adoption of our approved products, if any, by physicians and consumers, significant competition and untested manufacturing capabilities. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist of short-term investments. Under our investment policy, we limit our credit exposure by investing in highly liquid funds and debt obligations of the United States (U.S.) government and its agencies with high credit quality. Our cash, cash equivalents, and short-term investments are held in the U.S. Such deposits may, at times, exceed federally insured limits. We have not experienced any significant losses on our deposits of cash, cash equivalents, and short-term investments. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents may include deposit, money market funds, and debt securities. |
Restricted Cash | Restricted Cash As of December 31, 2019 and 2018 , a deposit totaling $0.7 million was restricted from withdrawal. We have a deposit balance of $0.5 million that relates to securing our facility lease and will remain until the end of the lease. The remaining $0.2 million deposit balance relates to a letter of credit. These balances are included in restricted cash on the accompanying consolidated balance sheets and within the cash, cash equivalents, and restricted cash balance on the consolidated statement of cash flows. |
Investments | Investments Investments generally consist of securities with original maturities greater than three months and remaining maturities of less than one year, while long-term investments generally consist of securities with remaining maturities greater than one year. We determine the appropriate classification of our investments at the time of purchase and reevaluate such determination at each balance sheet date. All of our investments are classified as available-for-sale and carried at fair value, with the change in unrealized gains and losses reported as a separate component of other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss and accumulated as a separate component of stockholders’ equity on the consolidated balance sheets. Interest income includes interest, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of investments, if any. The cost of securities sold is based on the specific-identification method. We monitor our investment portfolio for potential impairment on a quarterly basis. If the carrying amount of an investment in debt securities exceeds its fair value and the decline in value is determined to be other-than-temporary, the carrying amount of the security is reduced to fair value and a loss is recognized in operating results for the amount of such decline. In order to determine whether a decline in value is other-than-temporary, we evaluate, among other factors, the cause of the decline in value, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, and our intent and ability to hold the security to maturity or forecast recovery. We mitigate our credit risk by investing in money market funds, U.S. treasury securities, U.S. government agency obligations, commercial paper and overnight repurchase agreement which limit the amount of investment exposure as to credit quality and maturity. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We use fair value measurements to record fair value adjustments to certain financial and non-financial assets and liabilities to determine fair value disclosures. The accounting standards define fair value, establish a framework for measuring fair value, and require disclosures about fair value measurements. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the principal or most advantageous market in which we would transact are considered along with assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The accounting standard for fair value establishes a fair value hierarchy based on three levels of inputs, the first two of which are considered observable and the last unobservable, that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows: • Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities; • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Valuations based on unobservable inputs to the valuation methodology and including data about assumptions market participants would use in pricing the asset or liability based on the best information available under the circumstances. |
Property and Equipment, Net | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Computer equipment and software, lab equipment and furniture and fixtures, and manufacturing equipment is depreciated generally over 3 , 5 , and 7 years , respectively. Leasehold improvements are depreciated over the lesser of 15 years or the term of the lease. The cost of maintenance and repairs is expensed as incurred. When property and equipment are retired or otherwise disposed of, the costs and accumulated depreciation are removed from the consolidated balance sheets and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. |
Impairment of Long-Lived Assets | Impairment of Long-lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable. Events and changes in circumstances considered important that could result in an impairment review of long-lived assets include (i) a significant decrease in the market price of a long-lived asset; (ii) a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; (v) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset; and (vi) a current expectation that, more likely than not (more than 50%), a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The impairment evaluation of long-lived assets includes an analysis of estimated future undiscounted net cash flows expected to be generated by the long-lived assets over their remaining estimated useful lives. If the estimate of future undiscounted net cash flows is insufficient to recover the carrying value of the long-lived assets over the remaining estimated useful lives, we record an impairment loss in the amount by which the carrying value of the long-lived assets exceeds the fair value. Fair value is generally measured based on discounted cash flow analysis. |
Clinical Trial Accruals | Clinical Trial Accruals and Prepaid Expenses Clinical trial costs are charged to research and development expense as incurred. We accrue for expenses resulting from contracts with clinical research organizations (CROs), consultants, and clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to us under such contracts. Our objective is to reflect the appropriate expense in the consolidated financial statements by matching the appropriate expenses with the period in which services and efforts are expended. In the event advance payments are made to a CRO, the payments will be recorded as a prepaid expense, which will be expensed as services are rendered. The CRO contracts generally include pass-through fees including, but not limited to, regulatory expenses, investigator fees, travel costs and other miscellaneous costs. We determine accrual estimates through reports from and discussion with clinical personnel and outside services providers as to the progress or state of completion of trials, or the services completed. We estimate accrued expenses as of each balance sheet date based on the facts and circumstances known to us at that time. Our clinical trial accrual is dependent, in part, upon the receipt of timely and accurate reporting from the CROs and other third-party vendors. |
Revenue | Revenue Effective January 1, 2018, we adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606), using the full retrospective transition method. We elected to use certain practical expedients permitted related to adoption ( Note 3 ) and the adoption of ASC 606 had no impact on our financial position, results of operations or liquidity. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under ASC 606, we recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that we determine are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within the contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Licenses of intellectual property If the license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are determined to not represent distinct performance obligations, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring proportional performance for purposes of recognizing revenue from non-refundable, up-front fees. We evaluate the measure of proportional performance each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. Milestone payments At the inception of each arrangement that includes development, regulatory or commercial milestone payments, we evaluate whether the milestones are considered more likely than not of being reached and estimate the amount to be included in the transaction price. ASC 606 provides two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. Whichever method is used should be consistently applied throughout the life of the contract; however, it is not necessary for us to use the same approach for all contracts. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of us or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation (as determined to be appropriate) on a relative stand-alone selling price basis. We recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of each such milestone and any related constraint, and if necessary, adjusts our estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Up-front payments and fees are recorded as deferred revenue upon receipt or when due, and may require deferral of revenue recognition to a future period until we perform our obligations under these arrangements. Amounts payable to us are recorded as accounts receivable when our right to consideration is unconditional. As a practical expedient, we do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. |
Research and Development Expenditures | Research and Development Expense Research and development expense are charged to operations as incurred. Research and development expense include, but are not limited to, personnel expenses, clinical trial supplies, fees for clinical trial services, manufacturing costs, consulting costs and allocated overhead, including rent, equipment, depreciation, and utilities. Assets acquired that are utilized in research and development that have no alternative future use are also expensed as incurred. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method. We estimate actual current tax exposure together with assessing temporary differences resulting from differences in accounting for reporting purposes and tax purposes for certain items, such as accruals and allowances not currently deductible for tax purposes. These temporary differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in our consolidated statements of operations and comprehensive loss become deductible expenses under applicable income tax laws or when net operating loss or credit carryforwards are utilized. Accordingly, realization of our deferred tax assets is dependent on future taxable income against which these deductions, losses and credits can be utilized. We must assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is not likely, we establish a valuation allowance. Based on the available evidence, we are unable, at this time, to support the determination that it is more likely than not that our deferred tax assets will be utilized in the future. Accordingly, we recorded a full valuation allowance as of December 31, 2019 and 2018 . We intend to maintain valuation allowances until sufficient evidence exists to support our reversal. |
Stock-Based Compensation | Stock-Based Compensation We have an equity compensation plan under which various types of stock-based awards including, but not limited to, stock option, restricted stock awards, and performance stock awards , may be granted to employees, non-employee directors, and non-employee consultants. We also have an inducement plan under which various types of stock-based awards , including stock options, restricted stock awards, and performance stock awards , may be granted to new employees. We measure our stock-based awards using the estimated grant-date fair values. For stock options issued under the 2014 Equity Incentive Plan (“2014 EIP”) and the 2014 Inducement Plan (“2014 IN”), and shares purchased under the 2014 Employee Stock Purchase Plan (the “2014 ESPP”), fair values are determined using the Black-Scholes option pricing model . For restricted stock awards including performance stock awards subject to performance-based vesting conditions , the grant-date fair values are the closing prices of our common stocks on the grant dates. For performance stock awards subject to market-based vesting conditions , fair values are determined using the Monte Carlo simulation model. For stock-based awards other than performance stock awards subject to performance-based vesting conditions , the value of the stock-based awards is recognized as compensation expense over the requisite service period (generally the vesting period). For performance stock awards subject to performance-based vesting conditions , the value of the stock-based awards is recognized as compensation expense when the performance condition is probable of achievement. Stock-based compensation expenses are classified in the consolidated statements of operations and comprehensive loss based on the functional area to which the related recipients belong. Forfeitures are recognized when they occur. Effective July 1, 2018 , we adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718) using a retroactive approach. All non-employee stock-based awards granted prior to adoption were remeasured at fair value as of July 1, 2018 . Before adoption, stock-based compensation expense related to stock options granted to non-employee consultants was recognized as the stock options are earned. All non-employee stock-based awards granted after adoption are measured at grant-date fair value. Refer to consolidated statements of stockholders’ equity for cumulative adjustments from adoption ASU 2018-07. |
Derivative Liabilities | Derivative Liability We bifurcated and separately accounted for derivative instruments related to payment provisions underlying a derivative liability. This derivative is accounted for as a liability, which will be remeasured to fair value as of each balance sheet date, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss. We will continue to record adjustments to the fair value of the derivative liability associated with derivative liability until the remaining settlement payment has been paid. |
Contingencies | Contingencies From time to time, we may have certain contingent liabilities that arise in the ordinary course of business activities. We accrue a liability for such matters when it is probable that future expenditures will be made and can be reasonably estimated. We expect that contingencies related to regulatory approval milestones will only become probable once such regulatory outcome is achieved. We are not subject to any known current pending legal matters or claims that would have a material adverse effect on our financial position, results of operations or cash flows. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Our basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, which includes the vested restricted stock awards. The diluted net loss per share is calculated by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, outstanding stock options, outstanding common stock warrants, unvested restricted stock awards including unvested performance stock awards are considered common stock equivalents, which were excluded from the computation of diluted net loss per share because including them would have been antidilutive. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) which requires an entity to recognize right-of-use asset and lease liabilities arising from a lease for both financing and operating leases with terms greater than twelve months. In July 2018, the FASB issued ASU 2018-10, Leases (Topic 842), Codification Improvements and ASU 2018-11, Leases (Topic 842), Targeted Improvements , to provide additional guidance for the Topic 842 adoption. ASU 2018-10 clarifies certain provisions and corrects unintended applications of the guidance such as the application of implicit rate, lessee reassessment of lease classification, and certain transition adjustments that should be recognized to earnings rather than to stockholders’ equity. ASU 2018-11 provides an alternative transition method to allow entities initially applying Topic 842 at the adoption date, rather than at the beginning of the earliest comparative period presented, and recognizing the cumulative effect of applying the new standard as an adjustment to beginning retained earnings in the year of adoption while continuing to present all prior periods under previous lease accounting guidance. ASU 2018-11 also provides a number of optional practical expedients in transition. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements . We evaluated ASU 2019-01 in its entirety and determined that Issue 3, Transition disclosures related to Topic 250, Accounting Changes and Error Corrections , is the only provision that currently applies to us. Issue 3 of ASU 2019-01 exempts certain interim disclosures in the fiscal year of adoption. ASU 2018-11, ASU 2018-10, ASU 2016-02, and Issue 3 of ASU 2019-01 (collectively, “the new lease standards”) are effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We have elected the transition method under ASU 2018-11 at the adoption date of January 1, 2019 on a modified retrospective basis and will not restate comparative periods. We have also elected all of the available practical expedients except the practical expedient allowing the use of hindsight in determining the lease term and assessing impairment of right-of-use assets based on all facts and circumstances through the effective date of the new standard. We have elected the recognition exemption for short-term leases for all leases that qualify. Under this exemption, we will not recognize right-of-use assets or lease liabilities for those leases that qualify as a short-term lease. For real estate leases, we did not elect the practical expedient to combine lease and non-lease components, therefore we account for lease and non-lease components separately. For equipment leases, lease and non-lease components are accounted for as a single lease component. We recognized $24.7 million and $28.2 million as total right-of-use assets and total lease liabilities, respectively, on our consolidated balance sheet as of January 1, 2019 for our existing operating lease agreements for the office and manufacturing spaces in Newark, California and equipment leases. The existing deferred rent liabilities of $3.5 million associated with the same lease agreements was reversed as of January 1, 2019. Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted. We adopted ASU 2018-15 on January 1, 2020, on a prospective approach. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 are intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for us beginning January 1, 2021 with early adoption permitted. We adopted ASU 2019-12 on December 31, 2019 and the adoption did not have a material impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Common Stock Equivalents Excluded from Computation of Diluted Net Income (Loss) Per Share | Common stock equivalents that were excluded from the computation of diluted net loss per share are presented as below: As of December 31, 2019 2018 2017 Outstanding common stock options 4,734,616 3,605,333 3,210,400 Outstanding common stock warrants 34,113 34,113 34,113 Unvested restricted stock awards 1,808,518 605,012 639,287 |
Cash Equivalents and Investme_2
Cash Equivalents and Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-sale securities | The following table is a summary of amortized cost, unrealized gains and losses, and fair value: December 31, 2019 December 31, 2018 Cost Unrealized Fair Value Cost Unrealized Fair Value (in thousands) Gains Losses Gains Losses Money market funds $ 136,258 $ — $ — $ 136,258 $ 38,354 $ — $ — $ 38,354 U.S. treasury securities 48,349 6 — 48,355 80,844 5 (5 ) 80,844 U.S. government agency obligations 5,993 2 (5 ) 5,990 52,586 — (8 ) 52,578 Commercial paper 77,082 — — 77,082 — — — — Overnight repurchase agreements 15,001 — — 15,001 — — — — Total cash equivalents and available-for-sale securities $ 282,683 $ 8 $ (5 ) $ 282,686 $ 171,784 $ 5 $ (13 ) $ 171,776 Classified as: Cash equivalents $ 163,731 $ 69,220 Short-term investments 118,955 102,556 Total cash equivalents and available-for-sale securities $ 282,686 $ 171,776 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Instruments | The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy: As of December 31, 2019 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 136,258 $ 136,258 $ — $ — U.S. treasury securities 48,355 48,355 — — Commercial paper 77,082 — 77,082 — Overnight repurchase agreements 15,001 — 15,001 — U.S. government agency obligations 5,990 — 5,990 — Total assets measured at fair value $ 282,686 $ 184,613 $ 98,073 $ — Liabilities Derivative liability $ 2,952 $ — $ — $ 2,952 Total liabilities measured at fair value $ 2,952 $ — $ — $ 2,952 As of December 31, 2018 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 38,354 $ 38,354 $ — $ — U.S. treasury securities 80,844 80,844 — — U.S. government agency obligations 52,578 — 52,578 — Total assets measured at fair value $ 171,776 $ 119,198 $ 52,578 $ — Liabilities Derivative liability $ 2,753 $ — $ — $ 2,753 Total liabilities measured at fair value $ 2,753 $ — $ — $ 2,753 |
Summary of Changes in Fair Value of Financial Instruments | The following table summarizes the change in the fair value of our Level 3 financial instrument: (in thousands) Derivative liability Fair value as of December 31, 2018 $ 2,753 Change in fair value 199 Fair value as of December 31, 2019 $ 2,952 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Components [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following: As of December 31, (in thousands) 2019 2018 Manufacturing equipment $ 19,113 $ 11,307 Leasehold improvements 5,374 4,752 Construction in progress 2,386 8,925 Computer software 2,040 1,299 Computer equipment 1,505 1,351 Furniture and fixtures 1,203 787 Total property and equipment 31,621 28,421 Less: Accumulated depreciation (16,866 ) (13,972 ) Property and equipment, net $ 14,755 $ 14,449 |
Schedule of Accruals and Other Current Liabilities | Accruals and other current liabilities consist of the following: As of December 31, (in thousands) 2019 2018 Accruals related to: Compensation $ 7,933 $ 6,743 Clinical trials 4,746 4,021 Professional service 2,732 2,272 Nonrecurring milestone payment 1,000 1,000 Manufacturing and quality control 1,798 260 Property and equipment (including construction in progress) 221 111 Other current liabilities 206 541 Total accruals and other current liabilities $ 18,636 $ 14,948 (1) We recorded $5.5 million and $5.3 million for bonus accruals as of December 31, 2019 and 2018 , respectively. |
Leases Leases (Tables)
Leases Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Operating Lease Costs | The operating lease costs are summarized as follows: Year Ended (in thousands) December 31, 2019 Operating lease cost $ 5,618 Variable lease cost (1) 1,184 Total operating lease costs $ 6,802 (1) Variable lease cost includes management fees, common area maintenance, property taxes, and insurance, which are not included in the lease liabilities and are expensed as incurred. |
Operating Lease Liability Maturities | As of December 31, 2019 , maturities of our operating lease liabilities are as follows: Year Ending December 31, (in thousands) 2020 $ 6,735 2021 6,942 2022 5,464 2023 5,557 2024 5,733 2025 and thereafter 12,226 Total operating lease payments 42,657 Less imputed interest (1) (13,317 ) Present value of operating lease payments $ 29,340 (1) Our lease contracts do not provide a readily determinable implicit rate. The imputed interest was based on a weighted average discount rate of 12.0% , which represents the estimated incremental borrowing based on the information available at the adoption or commencement dates. |
Schedule of Future Minimum Rental Payments for Operating Leases under ASC 840 | As of December 31, 2018 , the aggregate total future minimum lease payments under non-cancelable operating leases were as follows: Year Ending December 31, (in thousands) 2019 $ 5,826 2020 6,011 2021 6,196 2022 4,696 2023 and thereafter 20,173 Total payments $ 42,902 |
Supplemental Cash Flow Information | Supplemental cash flow information related to the operating leases was as follows: Year Ended (in thousands) December 31, 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 6,339 Right-of-use assets obtained in exchange for operating lease liabilities $ 3,890 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table summarizes our stock option activities: Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in Years) Weighted-Average Grant-Date Fair Value Per Share Aggregate Intrinsic Value (1) (in thousands) Balance as of December 31, 2016 2,790,646 $ 19.31 Granted 960,525 $ 21.75 $ 13.59 Exercised (309,341 ) $ 12.88 $ 7,073 Forfeited (231,430 ) $ 22.76 Balance as of December 31, 2017 3,210,400 $ 20.41 Granted 1,136,650 $ 28.30 $ 16.35 Exercised (293,100 ) $ 15.45 $ 1,519 Forfeited (448,617 ) $ 25.59 Balance as of December 31, 2018 3,605,333 $ 22.66 Granted 1,976,750 $ 14.53 $ 8.29 Exercised (10,135 ) $ 11.76 $ 45 Forfeited (837,332 ) $ 22.40 Balance as of December 31, 2019 4,734,616 $ 19.34 6.2 $ 7,762 Exercisable as of December 31, 2019 2,659,741 $ 21.31 3.9 $ 3,433 (1) The total intrinsic values of options exercised as of December 31, 2019 , 2018 and 2017 were determined by multiplying the number of shares by the difference between exercise price of the stock options and the fair value of the common stock as of December 31, 2019 , 2018 and 2017 of $16.23 , $20.13 and $35.75 per share, respectively. The intrinsic values of outstanding and exercisable options were determined by multiplying the number of shares by the difference in exercise price of the options and the fair value of the common stock as of December 31, 2019 . |
Nonvested Restricted Stock Shares Activity | The following table summarizes our activities of restricted stock awards, including performance stock awards : Shares Weighted-Average Grant-Date Fair Value Per Share Unvested balance as of December 31, 2016 416,229 $ 20.02 Granted 435,525 $ 22.08 Vested (130,562 ) $ 23.25 Forfeited (81,905 ) $ 19.32 Unvested balance as of December 31, 2017 639,287 $ 20.86 Granted 373,500 $ 28.37 Vested (235,307 ) $ 20.25 Forfeited (172,468 ) $ 24.83 Unvested balance as of December 31, 2018 605,012 $ 24.61 Granted 1,640,275 $ 12.78 Vested (244,038 ) $ 23.80 Forfeited (192,731 ) $ 21.47 Unvested balance as of December 31, 2019 1,808,518 $ 14.32 |
Schedule of Stock-based Compensation Expense | he fair values of the stock options vested were remeasured at each reporting date using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2018 2017 Expected term (in years) 5.5 8.9 Expected volatility 59.4 % 67.9 % Risk-free interest rate 2.8 % 2.3 % Expected dividend rate — % — % Year Ended December 31, 2018 2017 Expected term (in years) 6.0 6.0 Expected volatility 60.2 % 67.7 % Risk-free interest rate 2.7 % 2.1 % Expected dividend rate — % — % Stock-based compensation expense was allocated as follows: (in thousands) Year Ended December 31, 2019 2018 2017 Research and development $ 8,512 $ 7,480 $ 5,902 General and administrative 9,410 8,793 7,328 Total stock-based compensation expense $ 17,922 $ 16,273 $ 13,230 |
Schedule of Unrecognized Stock-Based Compensation Cost | Unrecognized Compensation Cost As of December 31, 2019 2018 Unrecognized Compensation Cost Weighted Average Expected Recognize Period Unrecognized Compensation Cost Weighted Average Expected Recognize Period (in thousands) (in years) (in thousands) (in years) Stock options $ 18,487 2.9 $ 20,202 2.7 Restricted stock awards 11,891 2.3 10,591 2.4 Performance stock awards 8,839 2.4 — — Total unrecognized compensation cost $ 39,217 2.6 $ 30,793 2.6 |
Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value Assumptions | The fair values of stock options were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions in 2019: Year Ended December 31, 2019 Expected term (in years) 6.03 Expected volatility 60.2 % Risk-free interest rate 2.1 % Expected dividend rate — % |
Employee Stock Purchase Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock-based Compensation Expense | The fair values of the option component of the shares purchased under the 2014 ESPP were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions for years presented: Year Ended December 31, 2019 2018 2017 Expected term (in years) 0.5 0.5 0.5 Expected volatility 43.4 % 50.9 % 59.2 % Risk-free interest rate 2.3 % 1.9 % 0.9 % Expected dividend rate — % — % — % |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock-based Compensation Expense | The following weighted-average assumptions were used in the Monte Carlo simulation model in determining fair value of these performance stock awards : Year Ended December 31, 2019 Expected term (in years) (1) 10.0 Expected volatility (2) 60.0 % Risk-free interest rate 1.8 % Expected dividend rate — % (1) Expected term was based on the expiration period of the performance stock awards in the award agreement. (2) Expected volatility was based on the historical volatilities of a group of similar entities combined with our historical volatility. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Loss before income taxes were as follows: Year Ended December 31, (in thousands) 2019 2018 2017 Domestic $ (159,429 ) $ (139,568 ) $ (118,331 ) Foreign — — (2,256 ) Loss before income taxes $ (159,429 ) $ (139,568 ) $ (120,587 ) |
Reconciliations of Statutory Federal Income Tax to Effective Tax Rate | Reconciliations of the statutory federal income tax provision (benefit) to our effective tax are as follows: Year Ended December 31, (in thousands) 2019 2018 2017 Tax benefit at statutory federal rate (1) $ (33,480 ) $ (29,309 ) $ (40,999 ) Research and development credits (4,723 ) (4,064 ) (1,858 ) Other changes in valuation allowance 36,379 42,902 (35,783 ) Nondeductible/nontaxable items 1,429 108 738 Other 395 (153 ) 224 Sale of intellectual property (2) — (14,008 ) 14,008 Foreign rate differential and withholding taxes — 2,370 767 Impact of the Tax Reform Act — 5,154 62,903 Income tax provision $ — $ 3,000 $ — (1) U.S. federal statutory rate was 21% , for the years ended December 31, 2019 and 2018 , and 35% for the year ended December 31, 2017 . (2) This represents the tax effect of an intra-entity sale between us and our wholly owned subsidiary, Revance International Limited, which was eliminated for financial reporting purposes (discussed below). |
Significant Components of Deferred Tax Assets | Components of our deferred tax assets, net were as follows: Year Ended December 31, (in thousands) 2019 2018 Deferred tax assets Net operating loss carryforward $ 184,879 $ 146,618 Accruals and reserves 1,537 2,191 Stock-based compensation 6,241 5,173 Tax credits 17,449 12,230 Fixed and intangible assets 2,803 3,328 Deferred revenue 10,703 — Operating lease liabilities 6,174 — Other 19 — Total deferred tax assets 229,805 169,540 Less: valuation allowance (1) (224,222 ) (169,540 ) Deferred tax assets, gross 5,583 — Deferred tax liabilities Operating lease right of use assets (5,583 ) — Deferred tax assets, net $ — $ — (1) The valuation allowance for the year ended December 31, 2019 increased by $54.7 million , compared to the same period in 2018 , primarily due to net operating losses and credits generated in those years. |
Unrecognized Tax Benefit | The unrecognized tax benefit was as follows: Year Ended December 31, (in thousands) 2019 2018 2017 Balance at the beginning of the period $ 4,200 $ 2,577 $ 1,819 Additions for prior years — 333 — Additions for current year 1,498 1,290 758 Balance at the end of the period $ 5,698 $ 4,200 $ 2,577 |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Data [Abstract] | |
Schedule of Quarterly Financial Information | The following table presents our unaudited consolidated quarterly financial data. This information has been prepared on a basis consistent with that of the audited consolidated financial statements. We believe that all necessary adjustments, consisting of normal recurring accruals and adjustments, have been included to present fairly the quarterly financial data. The results of historical periods are not necessarily indicative of the results of operations for any future period. Three Months Ended 2019 2018 December 31, September 30, June 30, March 31, December 31, September 30, June 30, March 31, (in thousands, except per share amounts) Revenue $ 89 $ 46 $ — $ 278 $ 487 $ 2,362 $ 686 $ 193 Loss from operations $ (46,170 ) $ (42,540 ) $ (39,122 ) $ (36,627 ) $ (38,412 ) $ (33,641 ) $ (34,919 ) $ (35,662 ) Net loss $ (45,326 ) $ (41,409 ) $ (37,390 ) $ (35,304 ) $ (40,616 ) $ (32,834 ) $ (34,080 ) $ (35,037 ) Basic and diluted net loss $ (45,326 ) $ (41,409 ) $ (37,390 ) $ (35,304 ) $ (40,616 ) $ (32,834 ) $ (34,080 ) $ (35,037 ) Basic and diluted net loss per share (1) $ (0.99 ) $ (0.96 ) $ (0.86 ) $ (0.85 ) $ (1.12 ) $ (0.91 ) $ (0.94 ) $ (0.97 ) (1) Net loss per share amounts are calculated discretely and therefore may not add up to the total due to rounding. |
The Company and Basis of Presen
The Company and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||
Net loss | $ 45,326 | $ 41,409 | $ 37,390 | $ 35,304 | $ 40,616 | $ 32,834 | $ 34,080 | $ 35,037 | $ 159,429 | $ 142,568 | $ 120,587 |
Working capital surplus | 255,600 | 255,600 | |||||||||
Cash, cash equivalents and investments | 290,100 | 290,100 | |||||||||
Accumulated deficit | $ 844,204 | $ 684,775 | $ 844,204 | $ 684,775 | |||||||
Minimum period expected to be funded by existing capital resources | 12 months |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)segmentshares | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($)shares | |
Property, Plant and Equipment [Line Items] | |||
Number of operating segments | segment | 1 | ||
Restricted cash | $ 700 | $ 700 | |
Restricted cash, balance to remain until end of lease | $ 500 | ||
Common stock, shares outstanding (in shares) | shares | 52,374,735 | 36,975,203 | |
Total right-of-use asset | $ 26,531 | $ 24,700 | $ 0 |
Total lease liabilities | 29,340 | $ 28,200 | |
Deferred rent liabilities | 3,500 | ||
Letter of Credit | |||
Property, Plant and Equipment [Line Items] | |||
Restricted cash | $ 200 | ||
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Lab equipment and furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Manufacturing equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 7 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 15 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from computation of diluted net income (loss) per share | 4,734,616 | 3,605,333 | 3,210,400 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from computation of diluted net income (loss) per share | 34,113 | 34,113 | 34,113 |
Unvested restricted stock awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from computation of diluted net income (loss) per share | 1,808,518 | 605,012 | 639,287 |
Revenue (Details)
Revenue (Details) - USD ($) | Feb. 28, 2018 | Jan. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Revenue maximum for receipt of tiered milestone payments | $ 1,000,000 | ||||||||||||||
Revenue | $ 89,000 | $ 46,000 | $ 0 | $ 278,000 | $ 487,000 | $ 2,362,000 | $ 686,000 | $ 193,000 | 413,000 | $ 3,729,000 | $ 262,000 | ||||
Remaining performance obligation | 31,000,000 | 31,000,000 | |||||||||||||
Deferred revenue, current portion | $ 8,588,000 | 7,911,000 | 8,588,000 | 7,911,000 | 8,588,000 | ||||||||||
Deferred revenue, net of current portion | 42,684,000 | 47,948,000 | 42,684,000 | 47,948,000 | 42,684,000 | ||||||||||
Development Services | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Revenue | 400,000 | 3,700,000 | |||||||||||||
Deferred revenue, current portion | 8,600,000 | 7,900,000 | 8,600,000 | 7,900,000 | 8,600,000 | ||||||||||
Deferred revenue, net of current portion | $ 12,700,000 | 18,000,000 | $ 12,700,000 | 18,000,000 | $ 12,700,000 | ||||||||||
Fosun | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Contingent payments receivable, maximum | 230,500,000 | 230,500,000 | |||||||||||||
Deferred revenue, net of current portion | 30,000,000 | 30,000,000 | |||||||||||||
Non-refundable upfront payment receivable | 30,000,000 | 30,000,000 | |||||||||||||
Contractual period for payment of non-refundable upfront payment | 30 days | ||||||||||||||
Foreign withholding tax | $ 3,000,000 | ||||||||||||||
Contractual period for entering into sub-agreements | 6 months | ||||||||||||||
Term of non-compete agreement | 2 years | ||||||||||||||
Termination notice requirement | 120 days | ||||||||||||||
Revenue | 0 | ||||||||||||||
Mylan Ireland Limited | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Non-refundable upfront payment | $ 25,000,000 | ||||||||||||||
Contingent payments receivable, maximum | 100,000,000 | ||||||||||||||
Revenue maximum for receipt of tiered milestone payments | 225,000,000 | ||||||||||||||
Contract with customer, asset, gross, current | $ 5,000,000 | ||||||||||||||
Annual sales threshold for earning royalties during the first four years after commercialization | 50,000,000 | ||||||||||||||
Initial estimated transaction price | 81,000,000 | ||||||||||||||
Remaining performance obligation | $ 106,900,000 | $ 106,900,000 | |||||||||||||
Development Milestones | Mylan Ireland Limited | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Revenue maximum for receipt of tiered milestone payments | $ 40,000,000 |
Derivative Liability - Addition
Derivative Liability - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Settlement And Termination [Line Items] | |||
Nonrecurring milestone payment | $ 1,000 | $ 1,000 | |
Medicis Pharmaceutical Corporation | |||
Settlement And Termination [Line Items] | |||
Gain (loss) on derivative liability due to remeasurement | (200) | (100) | $ (600) |
Medicis Pharmaceutical Corporation | Product Approval Payment Derivative | |||
Settlement And Termination [Line Items] | |||
Fair value of derivative | 3,000 | $ 2,700 | |
Valeant Pharmaceuticals International, Inc. | Product Approval Payment Derivative | |||
Settlement And Termination [Line Items] | |||
Nonrecurring milestone payment | $ 4,000 | ||
Measurement Input, Expected Term | Medicis Pharmaceutical Corporation | Product Approval Payment Derivative | |||
Settlement And Termination [Line Items] | |||
Fair value, measurement input, duration | 10 months 24 days | 1 year 6 months | |
Measurement Input, Entity Credit Risk | Medicis Pharmaceutical Corporation | Product Approval Payment Derivative | |||
Settlement And Termination [Line Items] | |||
Fair value, measurement input (percent) | 7.50% | 8.00% | |
Measurement Input, Risk Free Interest Rate | Medicis Pharmaceutical Corporation | Product Approval Payment Derivative | |||
Settlement And Termination [Line Items] | |||
Fair value, measurement input (percent) | 1.60% | 2.60% |
Cash Equivalents and Investme_3
Cash Equivalents and Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 282,683,000 | $ 171,784,000 |
Gross unrealized gain | 8,000 | 5,000 |
Gross unrealized loss | (5,000) | (13,000) |
Fair value | 282,686,000 | 171,776,000 |
Short-term investments | 118,955,000 | 102,556,000 |
Other-than-temporary impairments on available-for-sale securities | 0 | 0 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 136,258,000 | 38,354,000 |
Gross unrealized gain | 0 | 0 |
Gross unrealized loss | 0 | 0 |
Fair value | 136,258,000 | 38,354,000 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 48,349,000 | 80,844,000 |
Gross unrealized gain | 6,000 | 5,000 |
Gross unrealized loss | 0 | (5,000) |
Fair value | 48,355,000 | 80,844,000 |
U.S. government agency obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 5,993,000 | 52,586,000 |
Gross unrealized gain | 2,000 | 0 |
Gross unrealized loss | (5,000) | (8,000) |
Fair value | 5,990,000 | 52,578,000 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 77,082,000 | 0 |
Gross unrealized gain | 0 | 0 |
Gross unrealized loss | 0 | 0 |
Fair value | 77,082,000 | 0 |
Repurchase Agreements | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 15,001,000 | 0 |
Gross unrealized gain | 0 | 0 |
Gross unrealized loss | 0 | 0 |
Fair value | 15,001,000 | 0 |
Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair value | $ 163,731,000 | $ 69,220,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | $ 184,613 | $ 119,198 |
Total liabilities measured at fair value | 0 | 0 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 136,258 | 38,354 |
Level 1 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 48,355 | 80,844 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | |
Level 1 | Overnight repurchase agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | |
Level 1 | U.S. government agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 1 | Derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 98,073 | 52,578 |
Total liabilities measured at fair value | 0 | 0 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 2 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 77,082 | |
Level 2 | Overnight repurchase agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 15,001 | |
Level 2 | U.S. government agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 5,990 | 52,578 |
Level 2 | Derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total liabilities measured at fair value | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Total liabilities measured at fair value | 2,952 | 2,753 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 3 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | |
Level 3 | Overnight repurchase agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | |
Level 3 | U.S. government agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 3 | Derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total liabilities measured at fair value | 2,952 | 2,753 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 282,686 | 171,776 |
Total liabilities measured at fair value | 2,952 | 2,753 |
Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 136,258 | 38,354 |
Recurring | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 48,355 | 80,844 |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 77,082 | |
Recurring | Overnight repurchase agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 15,001 | |
Recurring | U.S. government agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 5,990 | 52,578 |
Recurring | Derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total liabilities measured at fair value | $ 2,952 | $ 2,753 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Financial Instruments (Detail) - Derivative liability $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of December 31 | $ 2,753 |
Change in fair value | 199 |
Fair value as of December 31 | $ 2,952 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 31,621 | $ 28,421 |
Less: Accumulated depreciation | (16,866) | (13,972) |
Property and equipment, net | 14,755 | 14,449 |
Manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19,113 | 11,307 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,374 | 4,752 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,386 | 8,925 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,040 | 1,299 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,505 | 1,351 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,203 | $ 787 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accruals and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Components [Abstract] | ||
Compensation | $ 7,933 | $ 6,743 |
Clinical trials | 4,746 | 4,021 |
Professional service | 2,732 | 2,272 |
Nonrecurring milestone payment | 1,000 | 1,000 |
Manufacturing and quality control | 1,798 | 260 |
Property and equipment (including construction in progress) | 221 | 111 |
Other current liabilities | 206 | 541 |
Total accruals and other current liabilities | 18,636 | 14,948 |
Bonus accruals | $ 5,500 | $ 5,300 |
Leases Lease (Details)
Leases Lease (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Weighted average remaining lease term | 7 years |
Extended term of lease | 14 years |
Leases Leases - Operating Lease
Leases Leases - Operating Lease Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 5,618 |
Variable lease cost | 1,184 |
Total operating lease costs | $ 6,802 |
Leases Leases - Operating Lea_2
Leases Leases - Operating Lease Liability Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2020 | $ 6,735 | |
2021 | 6,942 | |
2022 | 5,464 | |
2023 | 5,557 | |
2024 | 5,733 | |
2025 and thereafter | 12,226 | |
Total operating lease payments | 42,657 | |
Less imputed interest | (13,317) | |
Present value of operating lease payments | $ 29,340 | $ 28,200 |
Weighted average discounted rate (percent) | 12.00% |
Leases - Operating Lease Paymen
Leases - Operating Lease Payments under ASC 840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 5,826 |
2020 | 6,011 |
2021 | 6,196 |
2022 | 4,696 |
2023 and thereafter | 20,173 |
Total payments | $ 42,902 |
Leases Leases - Supplemental Ca
Leases Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 6,339 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 3,890 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Loss Contingencies [Line Items] | |||
Accrued milestone obligations | $ 1,000,000 | $ 1,000,000 | |
Indemnification liability recorded | $ 0 | ||
Botulinum Toxin Research Associates, Inc. | |||
Loss Contingencies [Line Items] | |||
Accrued milestone obligations | 16,000,000 | ||
BioSentinel, Inc. | |||
Loss Contingencies [Line Items] | |||
Accrued milestone obligations | 300,000 | ||
List Laboratories | Product Approval Payment Derivative | |||
Loss Contingencies [Line Items] | |||
Accrued milestone obligations | 2,000,000 | ||
Accruals and Other Current Liabilities | |||
Loss Contingencies [Line Items] | |||
Fair value of assets acquired | 1,000,000 | ||
Service Agreements | Ajinomoto Althea, Inc. | |||
Loss Contingencies [Line Items] | |||
Prepaid purchase obligations | $ 1,500,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Plan - Additional Information (Details) | Jan. 01, 2015 | Aug. 26, 2014 | Jan. 31, 2020shares | Dec. 31, 2019USD ($)equity_compensation_plan$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Jan. 01, 2020shares | Dec. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of equity compensation plans | equity_compensation_plan | 3 | |||||||
Share-based compensation arrangement by share-based payment award, equity Instruments other than options, outstanding, weighted average remaining contractual terms | 10 years | |||||||
Unrecognized compensation cost | $ | $ (18,487,000) | $ (20,202,000) | ||||||
Performance stock awards, weighted average grant date fair value (in dollar per share) | $ / shares | $ 10.78 | |||||||
Stock options granted (in shares) | 1,976,750 | 1,136,650 | 960,525 | |||||
Employee service share based compensation nonvested awards total compensation cost not yet recognized restricted stock awards | $ | $ 11,891,000 | $ 10,591,000 | ||||||
Weighted average exercise price per share, nonemployee stock | $ / shares | $ 14.53 | $ 28.30 | $ 21.75 | |||||
Stock-based compensation | $ | $ 17,922,000 | $ 16,273,000 | $ 13,230,000 | |||||
Employee service share based compensation nonvested awards total compensation cost not yet recognized performance stock awards | $ | $ 8,839,000 | $ 0 | ||||||
2014 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for grant, additional shares reserved | 300,000 | |||||||
Percentage of outstanding stock | 4.00% | |||||||
Common stock, capital shares reserved for future issuance | 641,813 | 1,479,008 | ||||||
Unrecognized compensation cost | $ | $ (1,976,750) | |||||||
2014 Inducement Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, capital shares reserved for future issuance | 174,546 | |||||||
Restricted stock awards granted (in shares) | 0 | |||||||
Stock options granted (in shares) | 0 | |||||||
Share price (in dollars per share) | $ / shares | $ 16.23 | $ 20.13 | $ 35.75 | |||||
Restricted Stock Award | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock awards granted (in shares) | 1,640,275 | 373,500 | 435,525 | |||||
Restricted Stock Award | 2014 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock awards granted (in shares) | 1,640,275 | |||||||
Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Nonvested (shares) | 865,000 | |||||||
Employee benefits and share-based compensation | $ | $ 500,000 | |||||||
Performance Shares | 2014 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock awards granted (in shares) | 865,000 | |||||||
Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for grant, additional shares reserved | 300,000 | |||||||
Percentage of outstanding stock | 1.00% | |||||||
Common stock, capital shares reserved for future issuance | 1,404,005 | |||||||
Share-based compensation arrangement by share-based payment award, shares issued in period | 74,935 | |||||||
Vesting Period 1 | Restricted Stock Award | 2014 Inducement Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 1 year | |||||||
Vesting Period 1 | Employee Stock Option | 2014 Inducement Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 25.00% | |||||||
Vesting Period 2 | Restricted Stock Award | 2014 Inducement Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Vesting Period 3 | Restricted Stock Award | 2014 Inducement Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
1/36th of the Remaining Grant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation arrangement by share based payment award remaining vesting rights percentage | 2.78% | |||||||
1/48th of the Remaining Grant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation arrangement by share based payment award remaining vesting rights percentage | 2.08% | |||||||
Weighted Average | Employee Stock Option | 2014 Inducement Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
Subsequent Event | 2014 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, capital shares reserved for future issuance | 2,094,989 | |||||||
Restricted stock awards granted (in shares) | 1,027,825 | |||||||
Stock options granted (in shares) | 568,675 | |||||||
Unvested restricted stock awards | Restricted Stock Award | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Nonvested (shares) | 1,808,518 | 605,012 | 639,287 | 416,229 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Plan - Summary of Stock Option and Restricted Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares Available for Grant [Roll Forward] | |||
Number of shares available for grant, grants in period | 1,976,750 | 1,136,650 | 960,525 |
Number of shares underlying outstanding options, cancelled/forfeited | (837,332) | (448,617) | (231,430) |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of shares underlying outstanding options, beginning balance | 3,605,333 | 3,210,400 | 2,790,646 |
Number of shares available for grant, grants in period | 1,976,750 | 1,136,650 | 960,525 |
Number of shares underlying outstanding options, exercises | (10,135) | (293,100) | (309,341) |
Number of shares underlying outstanding options, cancelled/forfeited | (837,332) | (448,617) | (231,430) |
Number of shares underlying outstanding options, ending balance | 4,734,616 | 3,605,333 | 3,210,400 |
Number of shares underlying outstanding options, exercisable | 2,659,741 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted average exercise price per share, beginning balance | $ 22.66 | $ 20.41 | $ 19.31 |
Weighted average exercise price per share, granted | 14.53 | 28.30 | 21.75 |
Weighted average exercise price per share, exercised | 11.76 | 15.45 | 12.88 |
Weighted average exercise price per share, cancelled/forfeited | 22.40 | 25.59 | 22.76 |
Weighted average exercise price per share, ending balance | 19.34 | 22.66 | 20.41 |
Weighted average exercise price per share, exercisable | 21.31 | ||
Granted (in dollars per share) | $ 8.29 | $ 16.35 | $ 13.59 |
Weighted average remaining contractual life, outstanding | 6 years 2 months 12 days | ||
Weighted average remaining contractual life, exercisable | 3 years 10 months 24 days | ||
Aggregate intrinsic value, exercised | $ 45 | $ 1,519 | $ 7,073 |
Aggregate intrinsic value, outstanding | 7,762 | ||
Aggregate intrinsic value, exercisable | $ 3,433 | ||
Restricted Stock Award | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares Available for Grant [Roll Forward] | |||
Forfeited (in shares) | (192,731) | (172,468) | (81,905) |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Restricted stock awards granted (in shares) | 1,640,275 | 373,500 | 435,525 |
Restricted stock units, forfeited (in shares) | (192,731) | (172,468) | (81,905) |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Granted (in dollars per share) | $ 12.78 | $ 28.37 | $ 22.08 |
2014 Inducement Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (in dollars per share) | $ 16.23 | $ 20.13 | $ 35.75 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares Available for Grant [Roll Forward] | |||
Number of shares available for grant, grants in period | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of shares available for grant, grants in period | 0 | ||
Restricted stock awards granted (in shares) | 0 | ||
2014 Equity Incentive Plan | Restricted Stock Award | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Restricted stock awards granted (in shares) | 1,640,275 |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock Option Plan - Summary of Restricted Stock Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Granted (in dollars per share) | $ 8.29 | $ 16.35 | $ 13.59 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted (in shares) | 1,640,275 | 373,500 | 435,525 |
Vested (in shares) | (244,038) | (235,307) | (130,562) |
Forfeited (in shares) | (192,731) | (172,468) | (81,905) |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Outstanding, beginning balance (in dollars per share) | $ 24.61 | $ 20.86 | $ 20.02 |
Granted (in dollars per share) | 12.78 | 28.37 | 22.08 |
Vested (in dollars per share) | 23.80 | 20.25 | 23.25 |
Forfeited (in dollars per share) | 21.47 | 24.83 | 19.32 |
Outstanding, ending balance (in dollars per share) | $ 14.32 | $ 24.61 | $ 20.86 |
Unvested restricted stock awards | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 605,012 | 639,287 | 416,229 |
Outstanding, ending balance (in shares) | 1,808,518 | 605,012 | 639,287 |
Stock-Based Compensation - St_4
Stock-Based Compensation - Stock Option Plan - Fair Value Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Remaining contractual term (in years) | 6 years 10 days | ||
Expected volatility | 60.20% | ||
Risk-free interest rate | 2.10% | ||
Expected dividend rate | 0.00% | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Remaining contractual term (in years) | 6 years | 6 years | |
Expected volatility | 60.20% | 67.70% | |
Risk-free interest rate | 2.70% | 2.10% | |
Expected dividend rate | 0.00% | 0.00% | |
Monte Carlo Simulation Model | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Remaining contractual term (in years) | 10 years | ||
Expected volatility | 60.00% | ||
Risk-free interest rate | 1.80% | ||
Expected dividend rate | 0.00% | ||
2014 ESPP | Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Remaining contractual term (in years) | 6 months | 6 months | 6 months |
Expected volatility | 43.40% | 50.90% | 59.20% |
Risk-free interest rate | 2.30% | 1.90% | 0.90% |
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - St_5
Stock-Based Compensation - Stock Option Plan - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock based compensation expense | $ 17,922 | $ 16,273 | $ 13,230 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock based compensation expense | 8,512 | 7,480 | 5,902 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock based compensation expense | $ 9,410 | $ 8,793 | $ 7,328 |
Stock-Based Compensation - Comm
Stock-Based Compensation - Common Stock (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 95,000,000 | 95,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock subject to repurchase (in shares) | 0 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Common stock authorized (in shares) | 95,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | ||
2014 Inducement Plan | |||
Class of Stock [Line Items] | |||
Share price (in dollars per share) | $ 16.23 | $ 20.13 | $ 35.75 |
Stock-Based Compensation Unreco
Stock-Based Compensation Unrecognized Compensation Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Unrecognized Compensation Cost | ||
Unrecognized compensation cost | $ 18,487 | $ 20,202 |
Employee service share based compensation nonvested awards total compensation cost not yet recognized performance stock awards | 8,839 | 0 |
Employee service share based compensation nonvested awards total compensation cost not yet recognized restricted stock awards | 11,891 | 10,591 |
Employee service share based compensation nonvested awards total compensation cost not yet recognized total unrecognized compensation cost | $ 39,217 | $ 30,793 |
Weighted Average Expected Recognize Period | ||
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, outstanding, weighted average remaining contractual term | 2 years 10 months 24 days | 2 years 8 months 12 days |
Sharebased compensation arrangement by sharebased payment award options vested and expected to vest outstanding weighted average remaining contractual term1 restricted stock awards | 2 years 3 months 18 days | 2 years 4 months 24 days |
Sharebased compensation arrangement by sharebased payment award options vested and expected to vest outstanding weighted average remaining contractual term1 performance stock awards | 2 years 4 months 24 days | 0 years |
Sharebased compensation arrangement by sharebased payment award options vested and expected to vest outstanding weighted average remaining contractual term1 total unrecognized compensation cost | 2 years 7 months 6 days | 2 years 7 months 6 days |
Stock-Based Compensation Stock
Stock-Based Compensation Stock Option Plan - Granted to Non-employee Consultants (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years 10 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 60.20% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.10% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||
Employee Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years | 6 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 60.20% | 67.70% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.70% | 2.10% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |
Non-employee Consultants | Employee Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 6 months | 8 years 10 months 24 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 59.40% | 67.90% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.80% | 2.30% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 10,870,000 | $ 0 | $ 38,760,000 | ||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Commonstock warrants outstanding (in shares) | 34,113 | 34,113 | 34,113 | ||||||
Issuance of common stock in follow-on offering (in shares) | 687,189 | 1,802,651 | |||||||
Warrants | Weighted Average | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, exercise price of warrants or rights | $ 14.95 | $ 14.95 | |||||||
Follow on Public Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock in follow-on offering (in shares) | 6,500,000 | 6,764,705 | 5,389,515 | ||||||
Proceeds from issuance of common stock | $ 103,600,000 | $ 107,600,000 | $ 156,900,000 | ||||||
Share price (in dollars per share) | $ 17 | $ 17 | $ 31 | $ 17 | $ 31 | ||||
Over-Allotment Option | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock in follow-on offering (in shares) | 882,352 | 550,806 | |||||||
At the Market Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock in follow-on offering (in shares) | 687,189 | 1,802,651 | |||||||
Proceeds from issuance of common stock | $ 10,900,000 | $ 38,200,000 | |||||||
Stock issuance sales agreement, authorized offering price, maximum | $ 125,000,000 | $ 75,000,000 | |||||||
Sale of stock, issuance costs, commission, percentage, maximum | 3.00% | 3.00% | |||||||
At the Market Offering | Weighted Average | |||||||||
Class of Stock [Line Items] | |||||||||
Share price (in dollars per share) | $ 15.82 | $ 22.17 | $ 15.82 | $ 22.17 | |||||
Subsequent Event | Over-Allotment Option | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock in follow-on offering (in shares) | 975,000 | ||||||||
Proceeds from issuance of common stock | $ 15,600,000 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (159,429) | $ (139,568) | $ (118,331) |
Foreign | 0 | 0 | (2,256) |
Loss before income taxes | $ (159,429) | $ (139,568) | $ (120,587) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Tax Assets (Liabilities) | ||
Net operating loss carryforward | $ 184,879 | $ 146,618 |
Accruals and reserves | 1,537 | 2,191 |
Stock-based compensation | 6,241 | 5,173 |
Tax credits | 17,449 | 12,230 |
Fixed and intangible assets | 2,803 | 3,328 |
Deferred revenue | 10,703 | 0 |
Operating lease liabilities | 6,174 | |
Other | 19 | 0 |
Total deferred tax assets | 229,805 | 169,540 |
Less: valuation allowance | (224,222) | (169,540) |
Deferred tax assets, gross | 5,583 | 0 |
Operating lease right of use assets | (5,583) | |
Deferred tax assets, net | 0 | $ 0 |
Increase in valuation allowance | $ (54,700) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 31, 2017 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | ||||||
Impact of the tax reform act | $ 0 | $ 5,154,000 | $ 62,903,000 | |||
Adjustment to valuation allowance for change in deferred tax assets | (68,100,000) | |||||
Unrecognized tax benefits | 5,698,000 | $ 4,200,000 | $ 2,577,000 | $ 1,819,000 | ||
Liability for uncertain tax positions | 0 | |||||
Increase in deferred tax assets | $ 15,000,000 | |||||
Orphan drug credit carryforward | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax credit carryforwards | 7,700,000 | |||||
Federal | ||||||
Income Tax Contingency [Line Items] | ||||||
NOL carryforwards | $ 734,600,000 | |||||
Tax year NOL carryforwards begin to expire | Dec. 31, 2020 | |||||
Federal | Research and development tax credits | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax credit carryforwards | $ 9,100,000 | |||||
Tax year credit carryforwards begin to expire | Dec. 31, 2023 | |||||
Federal | Orphan drug credit carryforward | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax year credit carryforwards begin to expire | Dec. 31, 2038 | |||||
California | ||||||
Income Tax Contingency [Line Items] | ||||||
NOL carryforwards | $ 398,200,000 | |||||
Tax year NOL carryforwards begin to expire | Dec. 31, 2028 | |||||
California | Research and development tax credits | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax credit carryforwards | $ 7,600,000 | |||||
Other States | ||||||
Income Tax Contingency [Line Items] | ||||||
NOL carryforwards | $ 281,700,000 | |||||
Tax year NOL carryforwards begin to expire | Dec. 31, 2030 | |||||
CALIFORNIA | ||||||
Income Tax Contingency [Line Items] | ||||||
Increase in NOL due to change in apportionment model | $ 219,000,000 | |||||
Revance International Limited | Intellectual Property | ||||||
Income Tax Contingency [Line Items] | ||||||
Transfer of economic rights to intellectual property | $ 41,200,000 | |||||
Accounting Standards Update 2018-05 | ||||||
Income Tax Contingency [Line Items] | ||||||
Impact on deferred taxes | $ 68,100,000 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 35.00% |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Tax benefit at statutory federal rate | $ (33,480) | $ (29,309) | $ (40,999) |
Research and development credits | (4,723) | (4,064) | (1,858) |
Other changes in valuation allowance | 36,379 | 42,902 | (35,783) |
Nondeductible/nontaxable items | 1,429 | 108 | 738 |
Other | 395 | (153) | 224 |
Sale of intellectual property | 0 | (14,008) | 14,008 |
Foreign rate differential and withholding taxes | 0 | 2,370 | 767 |
Impact of the Tax Reform Act | 0 | 5,154 | 62,903 |
Income tax provision | $ 0 | $ 3,000 | $ 0 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance | $ 4,200 | $ 2,577 | $ 1,819 |
Additions for prior tax positions | 0 | 333 | 0 |
Additions for current tax positions | 1,498 | 1,290 | 758 |
Balance | $ 5,698 | $ 4,200 | $ 2,577 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Feb. 14, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||
Stock options granted (in shares) | 1,976,750 | 1,136,650 | 960,525 | ||
2014 Equity Incentive Plan | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Stock options granted (in shares) | 568,675 | ||||
Restricted stock awards granted (in shares) | 1,027,825 | ||||
Senior Unsecured Obligations | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Principal amount of notes | $ 287,500,000 | ||||
Stated interest rate (percent) | 1.75% | ||||
Net proceeds from issuance of senior unsecured debt obligations | $ 278,400,000 | ||||
Sinking fund amount | 0 | ||||
Debt proceeds used to pay the cost of certain capped call transactions | $ 28,900,000 | ||||
Teoxane Agreement | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Stock issued for Teoxane Agreement (shares) | 2,500,000 | ||||
Contractual term of agreement | 10 years | ||||
Contractual extension period | 2 years |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Unaudited) - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenue | $ 89 | $ 46 | $ 0 | $ 278 | $ 487 | $ 2,362 | $ 686 | $ 193 | $ 413 | $ 3,729 | $ 262 |
Loss from operations | (46,170) | (42,540) | (39,122) | (36,627) | (38,412) | (33,641) | (34,919) | (35,662) | (164,459) | (142,634) | (120,424) |
Net loss | (45,326) | (41,409) | (37,390) | (35,304) | (40,616) | (32,834) | (34,080) | (35,037) | (159,429) | (142,568) | (120,587) |
Basic and diluted net loss | $ (45,326) | $ (41,409) | $ (37,390) | $ (35,304) | $ (40,616) | $ (32,834) | $ (34,080) | $ (35,037) | $ (159,429) | $ (142,568) | $ (120,587) |
Basic and diluted net loss per share (in dollars per share) | $ (0.99) | $ (0.96) | $ (0.86) | $ (0.85) | $ (1.12) | $ (0.91) | $ (0.94) | $ (0.97) | $ (3.67) | $ (3.94) | $ (4.01) |