Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 | 1222 Demonbreun Street, Suite 2000 | |
Entity Address, City or Town | Nashville | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37203 | |
City Area Code | 615 | |
Local Phone Number | 724-7755 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | RVNC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 87,813,480 | |
Entity Central Index Key | 0001479290 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 179,319 | $ 108,965 |
Restricted cash, current | 275 | 0 |
Short-term investments | 120,926 | 231,742 |
Accounts receivable, net | 25,414 | 11,339 |
Inventories | 46,214 | 18,325 |
Prepaid expenses and other current assets | 16,371 | 4,356 |
Total current assets | 388,519 | 374,727 |
Property and equipment, net | 17,179 | 13,799 |
Goodwill | 0 | 77,175 |
Intangible assets, net | 10,507 | 35,344 |
Operating lease right-of-use assets | 54,810 | 39,223 |
Finance lease right-of-use asset | 23,209 | 6,393 |
Restricted cash, non-current | 7,145 | 6,052 |
Finance lease prepaid expense | 30,883 | 27,500 |
Other non-current assets | 235 | 1,687 |
TOTAL ASSETS | 532,487 | 581,900 |
CURRENT LIABILITIES | ||
Accounts payable | 4,775 | 4,546 |
Accruals and other current liabilities | 53,493 | 59,357 |
Deferred revenue, current | 5,371 | 6,867 |
Finance lease liability, current | 8,610 | 669 |
Operating lease liabilities, current | 8,659 | 4,243 |
Debt, current | 1,250 | 0 |
Total current liabilities | 82,158 | 75,682 |
Debt, non-current | 427,101 | 379,374 |
Deferred revenue, non-current | 84,315 | 78,577 |
Operating lease liabilities, non-current | 42,279 | 34,182 |
Other non-current liabilities | 2,835 | 1,485 |
TOTAL LIABILITIES | 638,688 | 569,300 |
Commitments and Contingencies (Note 12) | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock, par value $0.001 per share — 5,000,000 shares authorized, and no shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, par value $0.001 per share — 190,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 87,813,315 and 82,385,810 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 88 | 82 |
Additional paid-in capital | 1,916,385 | 1,767,266 |
Accumulated other comprehensive loss | (13) | (374) |
Accumulated deficit | (2,022,661) | (1,754,374) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (106,201) | 12,600 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 532,487 | $ 581,900 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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) | 190,000,000 | 190,000,000 |
Common stock, shares issued (in shares) | 87,813,315 | 82,385,810 |
Common stock, shares outstanding (in shares) | 87,813,315 | 82,385,810 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 56,776 | $ 29,015 | $ 164,241 | $ 82,644 |
Operating expenses: | ||||
Selling, general and administrative | 69,094 | 65,775 | 212,489 | 158,697 |
Research and development | 13,060 | 26,103 | 59,044 | 81,745 |
Goodwill impairment | 77,175 | 0 | 77,175 | 0 |
Intangible asset impairment | 16,007 | 0 | 16,007 | 0 |
Depreciation and amortization | 1,320 | 3,885 | 5,459 | 11,597 |
Total operating expenses | 196,069 | 106,499 | 427,065 | 280,191 |
Loss from operations | (139,293) | (77,484) | (262,824) | (197,547) |
Interest income | 3,733 | 1,165 | 9,851 | 1,860 |
Interest expense | (5,093) | (6,917) | (13,958) | (12,722) |
Other expense, net | (223) | (757) | (1,056) | (1,361) |
Loss before income taxes | (140,876) | (83,993) | (267,987) | (209,770) |
Income tax provision | (300) | (700) | (300) | (700) |
Net loss | (141,176) | (84,693) | (268,287) | (210,470) |
Unrealized gain (loss) | 48 | (74) | 361 | (442) |
Comprehensive loss | (141,128) | (84,767) | (267,926) | (210,912) |
Basic net loss | (141,176) | (84,693) | (268,287) | (210,470) |
Diluted net loss | $ (141,176) | $ (84,693) | $ (268,287) | $ (210,470) |
Basic net loss (in dollars per share) | $ (1.63) | $ (1.17) | $ (3.20) | $ (3) |
Diluted net loss (in dollars per share) | $ (1.63) | $ (1.17) | $ (3.20) | $ (3) |
Basic weighted-average number of shares used in computing net loss per share (in shares) | 86,613,425 | 72,208,285 | 83,816,577 | 70,215,148 |
Diluted weighted-average number of shares used in computing net loss per share (in shares) | 86,613,425 | 72,208,285 | 83,816,577 | 70,215,148 |
Product revenue | ||||
Revenue: | ||||
Total revenue | $ 54,109 | $ 26,081 | $ 154,160 | $ 72,401 |
Operating expenses: | ||||
Cost of product revenue /service revenue (exclusive of amortization of intangible assets) | 16,821 | 8,681 | 46,915 | 24,130 |
Service revenue | ||||
Revenue: | ||||
Total revenue | 2,664 | 1,964 | 9,942 | 4,046 |
Operating expenses: | ||||
Cost of product revenue /service revenue (exclusive of amortization of intangible assets) | 2,592 | 2,055 | 9,976 | 4,022 |
Collaboration revenue | ||||
Revenue: | ||||
Total revenue | $ 3 | $ 970 | $ 139 | $ 6,197 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Common Stock At the Market Offering | Additional Paid-In Capital | Other Accumulated Comprehensive Loss | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2021 | 71,584,057 | 0 | 0 | 0 | |||
Beginning Balance at Dec. 31, 2021 | $ 72 | $ 1,466,369 | $ (18) | $ (1,397,952) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock related to ATM, net of commissions and issuance costs (in shares) | 1,734,853 | ||||||
Issuance of common stock related to ATM, net of commissions and issuance costs | $ 1 | 31,554 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 122,377 | ||||||
Issuance of common stock upon exercise of stock options | 621 | ||||||
Issuance of common stock relating to 2014 ESPP (in shares) | 171,824 | ||||||
Issuance of common stock related to 2014 ESPP | 2,018 | ||||||
Shares withheld related to net settlement of restricted stock awards (in shares) | (268,632) | ||||||
Shares withheld related to net settlement of stock awards | (4,613) | ||||||
Cancellation of stock awards, net of issuance (in shares) | (257,611) | ||||||
Issuance of common stock in connection with follow-on offering, net of underwriting discounts, commissions, and offering costs (in shares) | 9,200,000 | ||||||
Issuance of common stock in connection with follow-on offering, net of underwriting discounts, commissions, and offering costs | $ 9 | 215,921 | |||||
Stock-based compensation | $ 42,295 | ||||||
Other | $ 348 | ||||||
Unrealized gain (loss) | (442) | $ (442) | |||||
Net loss | $ (210,470) | $ (210,470) | |||||
Ending Balance (in shares) at Sep. 30, 2022 | 82,286,868 | 0 | 82,286,868 | 0 | 0 | 0 | |
Ending Balance at Sep. 30, 2022 | $ 145,713 | $ 0 | $ 82 | $ 1,754,513 | $ (460) | $ (1,608,422) | |
Beginning Balance (in shares) at Jun. 30, 2022 | 73,123,363 | 0 | 0 | 0 | |||
Beginning Balance at Jun. 30, 2022 | $ 73 | $ 1,521,411 | $ (386) | $ (1,523,729) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock related to ATM, net of commissions and issuance costs | (31) | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 91,743 | ||||||
Issuance of common stock upon exercise of stock options | 512 | ||||||
Shares withheld related to net settlement of restricted stock awards (in shares) | (83,486) | ||||||
Shares withheld related to net settlement of stock awards | (1,853) | ||||||
Cancellation of stock awards, net of issuance (in shares) | (44,752) | ||||||
Issuance of common stock in connection with follow-on offering, net of underwriting discounts, commissions, and offering costs (in shares) | 9,200,000 | ||||||
Issuance of common stock in connection with follow-on offering, net of underwriting discounts, commissions, and offering costs | $ 9 | 215,921 | |||||
Stock-based compensation | $ 18,553 | ||||||
Unrealized gain (loss) | (74) | $ (74) | |||||
Net loss | $ (84,693) | $ (84,693) | |||||
Ending Balance (in shares) at Sep. 30, 2022 | 82,286,868 | 0 | 82,286,868 | 0 | 0 | 0 | |
Ending Balance at Sep. 30, 2022 | $ 145,713 | $ 0 | $ 82 | $ 1,754,513 | $ (460) | $ (1,608,422) | |
Preferred stock, shares outstanding (in shares) | 0 | ||||||
Beginning Balance (in shares) at Dec. 31, 2022 | 82,385,810 | 82,385,810 | 0 | 0 | 0 | ||
Beginning Balance at Dec. 31, 2022 | $ 12,600 | $ 82 | $ 1,767,266 | $ (374) | $ (1,754,374) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock related to ATM, net of commissions and issuance costs (in shares) | 3,223,767 | ||||||
Issuance of common stock related to ATM, net of commissions and issuance costs | $ 3 | 99,956 | |||||
Issuance of common stock related to stock awards (in shares) | 1,795,729 | ||||||
Issuance of common stock related to stock awards | $ 2 | (2) | |||||
Issuance of common stock upon exercise of stock options (in shares) | 694,300 | ||||||
Issuance of common stock upon exercise of stock options | $ 1 | 11,573 | |||||
Issuance of common stock relating to 2014 ESPP (in shares) | 157,313 | ||||||
Issuance of common stock related to 2014 ESPP | 2,455 | ||||||
Shares withheld related to net settlement of restricted stock awards (in shares) | (337,331) | ||||||
Shares withheld related to net settlement of stock awards | (8,068) | ||||||
Cancellation of stock awards, net of issuance (in shares) | (106,273) | ||||||
Stock-based compensation | 43,175 | ||||||
Other | $ 30 | ||||||
Unrealized gain (loss) | 361 | $ 361 | |||||
Net loss | $ (268,287) | $ (268,287) | |||||
Ending Balance (in shares) at Sep. 30, 2023 | 87,813,315 | 0 | 87,813,315 | 0 | 0 | 0 | |
Ending Balance at Sep. 30, 2023 | $ (106,201) | $ 0 | $ 88 | $ 1,916,385 | $ (13) | $ (2,022,661) | |
Beginning Balance (in shares) at Jun. 30, 2023 | 87,949,987 | 0 | 0 | ||||
Beginning Balance at Jun. 30, 2023 | $ 88 | 1,908,244 | $ (61) | $ (1,881,485) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock related to stock awards (in shares) | 75,419 | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 23,076 | ||||||
Issuance of common stock upon exercise of stock options | 58 | ||||||
Shares withheld related to net settlement of restricted stock awards (in shares) | (200,387) | ||||||
Shares withheld related to net settlement of stock awards | (3,774) | ||||||
Cancellation of stock awards, net of issuance (in shares) | (34,780) | ||||||
Stock-based compensation | $ 11,857 | ||||||
Unrealized gain (loss) | 48 | $ 48 | |||||
Net loss | $ (141,176) | $ (141,176) | |||||
Ending Balance (in shares) at Sep. 30, 2023 | 87,813,315 | 0 | 87,813,315 | 0 | 0 | 0 | |
Ending Balance at Sep. 30, 2023 | $ (106,201) | $ 0 | $ 88 | $ 1,916,385 | $ (13) | $ (2,022,661) | |
Preferred stock, shares outstanding (in shares) | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (268,287) | $ (210,470) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Goodwill and intangible asset impairment | 93,182 | 0 |
Stock-based compensation | 38,968 | 41,613 |
Depreciation and amortization | 9,956 | 16,266 |
Amortization of finance lease right-of-use asset | 2,318 | 4,502 |
Amortization of debt discount and debt issuance costs | 1,639 | 1,373 |
Amortization of discount on investments | (5,134) | (399) |
Other non-cash operating activities | 572 | 1,265 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (14,075) | (8,384) |
Inventories | (18,068) | (6,606) |
Prepaid expenses and other current assets | (12,015) | (947) |
Lease right-of-use assets | (39,368) | (10,705) |
Other non-current assets | 1,000 | (297) |
Accounts payable | (127) | (9,711) |
Accruals and other liabilities | (6,289) | 3,928 |
Deferred revenue | 4,242 | 4,222 |
Lease liabilities | 36,292 | 10,984 |
Other non-current liabilities | 1,350 | 0 |
Net cash used in operating activities | (173,844) | (163,366) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from maturities of investments | 295,782 | 161,183 |
Purchases of investments | (179,922) | (321,199) |
Purchases of property and equipment | (5,107) | (1,922) |
Finance lease prepayments | (3,383) | (17,820) |
Net cash provided by (used in) investing activities | 107,370 | (179,758) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock in connection with ATM, net of commissions | 100,183 | 31,814 |
Proceeds from issuance of notes payable, net of debt discount | 48,415 | 98,150 |
Proceeds from the exercise of stock options and employee stock purchase plan | 14,028 | 2,639 |
Principal payments on finance lease obligations | (15,513) | (5,000) |
Taxes paid related to net settlement of stock awards | (8,068) | (4,613) |
Payment of debt issuance costs and offering costs | (849) | (1,671) |
Proceeds from issuance of common stock in connection with follow-on offering, net of discounts and commissions | 0 | 216,200 |
Other financing activities | 0 | 348 |
Net cash provided by financing activities | 138,196 | 337,867 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 71,722 | (5,257) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period | 115,017 | 115,669 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period | $ 186,739 | $ 110,412 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Summary of Significant Accounting Policies | The Company and Summary of Significant Accounting Policies Overview Revance is a biotechnology company focused on developing and commercializing innovative aesthetic and therapeutic offerings. Revance’s portfolio includes DAXXIFY ® (DaxibotulinumtoxinA-lanm) for injection and the RHA ® Collection of dermal fillers in the U.S. Revance has also partnered with Viatris to develop a biosimilar to onabotulinumtoxinA for injection and Shanghai Fosun Pharmaceutical to commercialize DAXXIFY ® in China. Liquidity and Financial Condition We are not profitable and have incurred losses in each year since our inception. For the three and nine months ended September 30, 2023, we had a net loss of $141.2 million and $268.3 million, respectively. As of September 30, 2023, we had an accumulated deficit of $2.0 billion. Although we began generating revenue from the sale of our Products and Services during the three months ended September 30, 2020, we expect to continue to incur GAAP operating losses for the foreseeable future. As of September 30, 2023, we had a working capital surplus of $306.4 million and capital resources of $300.2 million, consisting of cash, cash equivalents, and short-term investments. In recent years, we have funded our operations primarily through the sale of common stock, convertible senior notes, sales of Products, proceeds from notes issued pursuant to the Note Purchase Agreement, and payments received from collaboration arrangements. We also have a remaining capacity to sell up to $47.2 million of our common stock under the 2022 ATM Agreement as of September 30, 2023. We believe that our existing capital resources will be sufficient to fund the operating plan through at least the next 12 months following the issuance of the unaudited condensed consolidated financial statements in this Report. Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim periods presented. Our condensed consolidated balance sheet for the year ended December 31, 2022 included herein was derived from audited consolidated financial statements, but does not include all disclosures including notes required by U.S. GAAP. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2023, or any other future period. Our unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in our FY2022 10-K. Our condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, and have been prepared in conformity with U.S. GAAP. All intercompany transactions have been eliminated. Reclassification At the beginning of 2023, we changed our presentation of internal-use software where approximately $8.3 million has been reclassified from property and equipment, net into intangible assets, net. Refer to Note 5 for further detail as of September 30, 2023 and December 31, 2022. Use of Estimates & Risks and Uncertainties The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, the incremental borrowing rate used to measure operating lease and finance lease liabilities, the recoverability of goodwill and long-lived assets, useful lives associated with property and equipment and intangible assets, the period of benefit associated with deferred costs, revenue recognition (including the timing of satisfaction of performance obligations, estimating variable consideration, estimating stand-alone selling prices of promised goods and services, and allocation of transaction price to performance obligations), deferred revenue classification, accruals for clinical trial costs, valuation and assumptions underlying stock-based compensation and other equity instruments, and income taxes. As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. These estimates may change as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our condensed consolidated financial statements. Significant Accounting Policies There have been no material changes to our significant accounting policies from our FY2022 10-K. Recent Accounting Pronouncements The recent accounting pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our present or future financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Our revenue is primarily generated from U.S. customers. Our product and collaboration revenues are generated from the Product Segment, and our service revenue is generated from the Service Segment ( Note 13 ). The following table presents our revenue disaggregated by timing of transfer of goods or service: Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Transferred Transferred (in thousands) at a point in time over time Total at a point in time over time Total Product revenue $ 54,109 $ — $ 54,109 $ 154,160 $ — $ 154,160 Service revenue — 2,664 2,664 59 9,883 9,942 Collaboration revenue — 3 3 — 139 139 Total revenue $ 54,109 $ 2,667 $ 56,776 $ 154,219 $ 10,022 $ 164,241 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Transferred Transferred (in thousands) at a point in time over time Total at a point in time over time Total Product revenue $ 26,081 $ — $ 26,081 $ 72,401 $ — $ 72,401 Service revenue 121 1,843 1,964 360 3,686 4,046 Collaboration revenue — 970 970 — 6,197 6,197 Total revenue $ 26,202 $ 2,813 $ 29,015 $ 72,761 $ 9,883 $ 82,644 Product Revenue Our product revenue breakdown is summarized below: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Product: RHA ® Collection of dermal fillers $ 32,133 $ 26,081 $ 94,180 $ 72,401 DAXXIFY ® 21,976 — 59,980 — Total product revenue $ 54,109 $ 26,081 $ 154,160 $ 72,401 Accounts receivables and contract liabilities from contracts with our product customers are as follows: September 30, December 31, (in thousands) 2023 2022 Accounts receivables: Accounts receivable, net $ 22,661 $ 10,966 Total accounts receivable, net $ 22,661 $ 10,966 Contract liabilities: Deferred revenue, current $ 398 $ 705 Total contract liabilities $ 398 $ 705 Service Revenue We offer customer payment processing and certain value-added services to aesthetic practices through the Fintech Platform. Generally, revenue related to the HintMD Platform payment processing service, which was discontinued in the second quarter of 2023, was recognized at a point in time and revenue related to the OPUL ® payment processing service is recognized over time. For the Fintech Platform, revenue related to the value-added services component is recognized over time. In September 2023, we commenced a plan to exit the Fintech Platform business as discussed in Note 3 . Accounts receivable from contracts with our service customers are as follows: September 30, December 31, (in thousands) 2023 2022 Accounts receivable: Accounts receivable, net $ 53 $ 59 Total accounts receivable, net $ 53 $ 59 Collaboration Revenue Viatris Agreement Agreement Terms We entered into the Viatris Agreement in February 2018, pursuant to which we are collaborating with Viatris exclusively in the Viatris Territory, to develop, manufacture, and commercialize an onabotulinumtoxinA biosimilar. Viatris has paid us an aggregate of $60 million in non-refundable upfront and milestone fees as of September 30, 2023, and the agreement provides for additional remaining contingent payments of up to $70 million in the aggregate, upon the achievement of certain clinical and regulatory milestones and of specified, tiered sales milestones of up to $225 million. The payments do not represent a financing component for the transfer of goods or services. In addition, Viatris is required to 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 ex-U.S. Viatris territories. However, we have agreed to waive royalties for U.S. sales, up to a maximum of $50 million in annual sales, during the first approximately four years after commercialization to defray launch costs. Revenue Recognition We estimated the transaction price for the Viatris Agreement using the most likely amount method within the scope of ASC 606. 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 Viatris. Other than the upfront payment, all other milestones and consideration we may earn under the Viatris Agreement are subject to uncertainties related to development achievements, Viatris’ 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. At the end of each reporting period, we re-evaluate the probability of achievement of each such milestone and any related constraint, and if necessary, adjust our estimates of the overall transaction price. Sales-based milestones and royalties are not included in the transaction price until the sales occur because the underlying value relates to the license, and the license is the predominant feature in the Viatris Agreement. As of September 30, 2023, the transaction price allocated to the unfulfilled performance obligations was $44.2 million. We recognize revenue and estimate deferred revenue based on the cost of development service incurred over the total estimated cost of development services to be provided for the development period. For revenue recognition purposes, the development period is estimated to be completed in 2026. It is possible that this period will change and is assessed at each reporting date. ASC Topic 606, Revenue from Contracts with Customers (ASC 606) requires that an entity include a constraint on the amount of variable consideration included in the transaction price. Variable consideration is considered “constrained” if there is a potential for significant reversal of cumulative revenue recognized. As part of the constraint evaluation, we considered numerous factors, including a potential shift in certain responsibilities between the two parties which would result in changes to the net cost sharing payments, for which outcomes are difficult to predict as of the date of this Report. As a result, no collaboration revenue is recognized from the biosimilar program for the nine months ended September 30, 2023. We will continue to evaluate the variable transaction price and related revenue recognition in each reporting period and as the above uncertainties are resolved or other changes in circumstances occur. For the three and nine months ended September 30, 2023, we recognized no revenue related to development services under the Viatris Agreement. For the three and nine months ended September 30, 2022, we recognized $1.0 million and $6.2 million related to the development services under the Viatris Agreement, respectively. Fosun License Agreement Agreement Terms In December 2018, we entered into the Fosun License Agreement with Fosun, whereby we granted Fosun the exclusive rights to develop and commercialize DaxibotulinumtoxinA for Injection in the Fosun Territory and certain sublicense rights. As of September 30, 2023, Fosun has paid us non-refundable upfront and other payments totaling $38.0 million before foreign withholding taxes. We are also eligible to receive (i) additional remaining contingent payments of up to $222.5 million upon the achievement of certain milestones and (ii) tiered royalty payments in low double digits 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. Revenue Recognition 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. We will re-evaluate the transaction price at each reporting period and upon a change in circumstances. As of September 30, 2023, the transaction price allocated to unfulfilled performance obligation is $41.0 million. For the three and nine months ended September 30, 2023, revenue of less than $0.1 million and $0.1 million was recognized from the Fosun License Agreement, respectively. For the three and nine months ended September 30, 2022, no revenue was recognized from the Fosun License Agreement. Accounts receivables and contract liabilities from contracts with our collaboration customers are as follows: September 30, December 31, (in thousands) 2023 2022 Accounts receivables: Accounts receivable, net — Fosun $ 2,700 $ 315 Total accounts receivable, net $ 2,700 $ 315 Contract liabilities: Deferred revenue, current — Viatris $ 4,973 $ 6,162 Total contract liabilities, current $ 4,973 $ 6,162 Deferred revenue, non-current — Viatris $ 43,340 $ 40,600 Deferred revenue, non-current — Fosun 40,975 37,977 Total contract liabilities, non-current $ 84,315 $ 78,577 Changes in our contract liabilities from contracts with our collaboration revenue customers for the nine months ended September 30, 2023 are as follows: (in thousands) Balance on December 31, 2022 $ 84,739 Revenue recognized (139) Billings and adjustments, net 4,688 Balance on September 30, 2023 $ 89,288 |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In September 2023, we commenced a plan to exit the Fintech Platform business because the significant costs and resources required to support OPUL ® no longer aligned with the Company’s capital allocation priorities. The exit and restructuring activities predominantly include a reduction in OPUL ® personnel headcount, the termination of OPUL ® research and development activities and a reduction of outside services expenses related to OPUL ® . We intend to continue processing payments for current OPUL ® customers through January 31, 2024. All of our restructuring charges in connection with the exit of the Fintech Platform business are recorded under our Service Segment. As of September 30, 2023, we recorded restructuring charges of $95.2 million as shown in the table below. We expect to incur estimated additional restructuring charges of up to $3 million, and such restructuring charges will be incurred over time through March 31, 2024. A summary of our restructuring charges included within our condensed consolidated statement of operations for the three and nine months ended September 30, 2023 were as follows: (in thousands) Goodwill impairment $ 77,175 Intangible asset impairment 16,007 Selling, general and administrative 732 Research and development 1,293 Total restructuring charges $ 95,207 A summary of severance and personnel liabilities, included within accruals and other current liabilities on the condensed consolidated balance sheet, is as follows: (in thousands) Balance on December 31, 2022 $ — Severance and other personnel costs 1,432 Cash payment during the period — Balance on September 30, 2023 (1) $ 1,432 |
Cash Equivalents and Short-Term
Cash Equivalents and Short-Term Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash Equivalents and Short-Term Investments | Cash Equivalents and Short-Term Investments The following table summarizes our cash equivalents and short-term investments: September 30, 2023 December 31, 2022 (in thousands) Adjusted Cost Gain Loss Fair Value Adjusted Cost Losses Fair Value U.S. treasury securities $ 197,446 $ 4 $ — $ 197,450 $ 109,984 $ (228) $ 109,756 Commercial paper 55,162 — (17) 55,145 80,946 — 80,946 Money market funds 29,416 — — 29,416 85,206 — 85,206 Corporate bonds — — — — 41,186 (146) 41,040 U.S. government agency obligations — — — — 4,480 — 4,480 Total cash equivalents and short-term investments $ 282,024 $ 4 $ (17) $ 282,011 $ 321,802 $ (374) $ 321,428 Classified as: Cash equivalents $ 161,085 $ 89,686 Short-term investments 120,926 231,742 Total cash equivalents and short-term investments $ 282,011 $ 321,428 As of September 30, 2023 and December 31, 2022, all of our cash equivalents and short-term investments were available-for-sale securities and had contractual maturities of less than one-year. There were no other-than-temporary impairments on such securities. |
Goodwill and intangible Assets,
Goodwill and intangible Assets, net | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible Assets, net | Goodwill and intangible Assets, net Goodwill Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level in the fourth quarter of each calendar year, or more frequently if events or changes in circumstances indicate that the reporting unit might be impaired. In assessing goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount. All of our goodwill was acquired in 2020 as part of the HintMD Acquisition and was assigned to the Service Segment. Based on our plan to exit the Fintech Platform business ( Note 3 ), we concluded that it was more likely than not that goodwill is impaired. Due to our decision to exit the Fintech Platform business, our projected negative future cash flows from the Service Segment resulted in an estimated fair value of zero and full impairment of the related goodwill. We therefor recognized an impairment charge of $77.2 million in our Service Segment for the three and nine months ended September 30, 2023 and was presented as goodwill impairment on the condensed consolidated statement of operations and comprehensive loss. The aggregate amount of accumulated impairment as of September 30, 2023 and December 31, 2022 was $147.0 million and $69.8 million, respectively. The changes in the carrying amount of goodwill by reporting unit during the nine months ended September 30, 2023 was as follows: (in thousands) Product Service Total Balance at December 31, 2022 $ — $ 77,175 $ 77,175 Impairment — (77,175) (77,175) Balance at September 30, 2023 $ — $ — $ — Intangible Assets, net The following table sets forth the major categories of intangible assets and the weighted-average remaining useful lives for those assets that are not already fully amortized: September 30, 2023 (in thousands, except for in years) Weighted Average Remaining Useful Lives Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Carrying Amount Distribution rights 4.5 $ 32,334 $ (22,518) $ — $ 9,816 Internally developed technology 1.7 8,918 (4,293) (3,972) 653 Other software 0.3 879 (841) — 38 Acquired developed technology 0.0 16,200 (6,525) (9,675) — Customer relationships 0.0 10,300 (7,940) (2,360) — Total intangible assets $ 68,631 $ (42,117) $ (16,007) $ 10,507 December 31, 2022 (in thousands, except for in years) Weighted Average Remaining Useful Lives Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired developed technology 4.2 $ 35,800 $ (24,325) $ 11,475 Distribution rights 1.4 32,334 (20,882) 11,452 Internally developed technology 2.4 8,062 (2,271) 5,791 Customer relationships 1.6 10,300 (6,223) 4,077 Other software 1.8 3,166 (1,592) 1,574 Development in progress N/A 975 — 975 Total intangible assets $ 90,637 $ (55,293) $ 35,344 N/A - Not applicable Intangible Asset Impairment As discussed in Note 3 , in September 2023, we commenced a plan to exit the Fintech Platform business and as a result, we concluded that it was more likely than not that the estimated fair value of the asset group for OPUL ® was impaired. We estimated that the fair value of the asset group was effectively zero and recorded a full impairment charge to those intangible assets of $16.0 million for the three and nine months ended September 30, 2023, which was presented as intangible asset impairment on the condensed consolidated statement of operations and comprehensive loss. Intangible Assets Amortization Amortization expense of the intangible assets in the table above were recorded on the condensed consolidated statements of operations and comprehensive loss based on the function of the associated asset. The detail breakdown of the amortization expenses on the condensed consolidated statements of operations and comprehensive loss were summarized as below: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Depreciation and amortization $ 1,320 $ 3,513 $ 5,459 $ 10,538 Selling, general and administrative 429 644 2,998 1,931 Total intangible asset amortization $ 1,749 $ 4,157 $ 8,457 $ 12,469 Based on the amount of intangible assets as of September 30, 2023, the expected amortization expense for each of the next five fiscal years was as follows: Year Ending December 31, (in thousands) 2023 remaining three months $ 700 2024 2,567 2025 2,333 2026 2,181 2027 2,181 2028 and thereafter 545 Total $ 10,507 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: September 30, December 31, (in thousands) 2023 2022 Raw materials $ 2,894 $ 505 Work in process 13,490 4,933 Finished goods 29,830 12,887 Total inventories $ 46,214 $ 18,325 |
Accruals and other current liab
Accruals and other current liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accruals and other current liabilities | Accruals and other current liabilities Accruals and other current liabilities consists of the following: September 30, December 31, (in thousands) 2023 2022 Accruals related to: Compensation (1) $ 26,027 $ 28,014 Inventories 8,376 2,312 Selling, general and administrative 7,711 9,681 Research and development 5,047 9,012 Clinical trials 872 1,863 Interest expense 625 1,912 Other current liabilities 4,835 6,563 Total accruals and other current liabilities $ 53,493 $ 59,357 (1) Restructuring related severance and personnel liabilities included within accruals and other current liabilities on the condensed consolidated balance sheets were discussed in Note 3 . |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases Operating Leases Our operating leases primarily consist of non-cancellable facilities leases for research, manufacturing, and administrative functions. Our non-cancellable facilities operating leases have original lease periods expiring between 2027 and 2034, and include one or more options to renew for seven years to fourteen years. The monthly payments for our operating leases escalate over the remaining lease term. Our lease contracts do not contain termination options, residual value guarantees or restrictive covenants. Finance Lease Our finance lease represents a dedicated fill-and-finish line for the manufacturing of DAXXIFY ® . In March 2017, we entered into the ABPS Services Agreement. The ABPS Services Agreement contains a lease, which commenced in January 2022, related to a dedicated fill-and-finish line for the manufacturing of DAXXIFY ® because it has an identified asset that is physically distinct for which we have the right of control as defined under ASC 842. The right of control is conveyed because the embedded lease provides us with both (i) the right to obtain substantially all of the economic benefit from the fill-and-finish line resulting from the exclusivity of the dedicated manufacturing capacity and (ii) the right to direct the use of the fill-and-finish line through our purchase orders to ABPS. Each party has the right to terminate the ABPS Services Agreement without cause, with an 18-month written notice to the other party. The lease is classified as a finance lease in the condensed consolidated balance sheets. Under the ABPS Services Agreement, until May 2022, we were subject to minimum purchase obligations of up to $30.0 million for each of the years ending December 31, 2022, 2023 and 2024. In May 2022, we amended a statement of work under the ABPS Services Agreement pursuant to which the minimum purchase obligations of $30.0 million per year were eliminated, and instead the minimum purchase obligations would be negotiated prior to the beginning of each year over the term of the agreement. As a result of the amended statement of work, the finance lease was modified. The primary change was that the modification reflects payments in 2023 and 2024 as variable lease payments, contingent on negotiation at the beginning of each period and excludes such payments in the present value calculation in arriving at the remaining finance lease liabilities with a corresponding adjustment to the related right-of-use asset, among other considerations and changes. In January 2023, we entered into a second amendment to the above mentioned statement of work under the ABPS Services Agreement. The second amendment established a minimum purchase obligation for the year ending December 31, 2023 of $23.9 million, which represents ABPS’ practical manufacturing capability based on experience. The minimum purchase obligation for the year ending December 31, 2023 was determined to be fixed lease payments and such payments will increase the present value calculation in arriving at the remaining finance lease liabilities with a corresponding adjustment to the related finance lease right-of-use asset. The operating and finance lease costs are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Finance lease: Amortization of finance lease right-of-use asset (1) $ 3,297 $ 3,344 $ 6,965 $ 4,502 Interest on finance lease liability 270 348 1,278 2,607 Variable lease cost (2) 62 1,134 436 1,375 Total finance lease costs 3,629 4,826 8,679 8,484 Operating leases: Operating lease cost 3,138 2,223 9,657 6,669 Variable lease cost (3) 534 423 1,589 1,288 Total operating lease costs 3,672 2,646 11,246 7,957 Total lease costs $ 7,301 $ 7,472 $ 19,925 $ 16,441 (1) Amortization of the finance lease right-of-use asset started to be capitalized into inventories on the condensed consolidated balance sheets in the second quarter of 2023 as a result of the FDA approval of the PAS of the ABPS manufacturing facility. (2) Variable finance lease cost includes validation, qualification, materials, and other related services which are not included in the lease liabilities and are expensed as incurred. (3) Variable operating lease cost includes management fees, common area maintenance, property taxes, insurance and parking fees, which are not included in the lease liabilities and are expensed as incurred. As of September 30, 2023, maturities of our lease liabilities are as follows: (in thousands) Finance Lease Operating Leases Total Year Ending December 31, 2023 remaining three months $ 5,647 $ 5,065 $ 10,712 2024 3,102 10,491 13,593 2025 — 10,854 10,854 2026 — 11,185 11,185 2027 — 4,536 4,536 2028 and thereafter — 28,586 28,586 Total lease payments 8,749 70,717 79,466 Less imputed interest (139) (19,779) (19,918) Present value of lease payments $ 8,610 $ 50,938 $ 59,548 Our lease contracts do not provide readily determinable implicit rates, as such, we used the estimated incremental borrowing rate based on the information available at the adoption, commencement, or remeasurement date. As of September 30, 2023, weighted-average remaining lease terms and discount rates are as follows: Finance Leases Operating Leases Weighted-average remaining lease term (years) 2.5 8.4 Weighted-average discount rate 10.7 % 10.0 % Supplemental cash flow information related to the leases was as follows: Nine Months Ended September 30, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6,264 $ 6,259 Operating cash flows from finance lease $ 1,280 $ 2,541 Financing cash flows from finance lease $ 15,513 $ 5,000 Right-of-use assets obtained in exchange for lease liabilities Finance lease $ 23,781 $ 14,523 Operating leases (1) $ 22,694 $ — (1) In September 2023, the Expansion Premises and Second Expansion Premises commenced resulting in recognition of $22.7 million right-of-use asset and $16.2 million lease liability. Lease Not Yet Commenced PCI Supply Agreement In April 2021, we entered into the PCI Supply Agreement pursuant to which PCI would serve as a non-exclusive manufacturer and supplier of DAXXIFY ® . The initial term of the PCI Supply Agreement is dependent upon the date of regulatory submission for the manufacturing of DAXXIFY ® and may be terminated by either party in accordance with the terms of the PCI Supply Agreement. The term of the PCI Supply Agreement may also be extended for one additional three-year term upon mutual agreement of the parties. The PCI Supply Agreement contains a lease related to a dedicated fill-and-finish line and closely related assets for the manufacturing of DAXXIFY ® because it has identified assets that are physically distinct for which we will have the right of control as defined under ASC 842. The right of control is conveyed because the embedded lease will provide us with both (i) the right to obtain substantially all of the economic benefit from the fill-and-finish line resulting from the exclusivity implied from the dedicated manufacturing capacity and (ii) the right to direct the use of the fill-and-finish line. The embedded lease had not yet commenced as of September 30, 2023. The accounting commencement and recognition of the right-of-use lease assets and lease liabilities related to the embedded lease will take place when we have substantively obtained the right of control. The embedded lease is preliminarily classified as a finance lease. Pursuant to the PCI Supply Agreement, we are responsible for certain costs associated with the design, equipment procurement and validation, and facilities-related costs, monthly payments and minimum purchase obligations throughout the initial term of the PCI Supply Agreement. As of September 30, 2023, we have made prepayments of $30.9 million to PCI which is recorded within “Finance lease prepaid expense” in the condensed consolidated balance sheets. Based on our best estimate as of September 30, 2023, our remaining minimum commitment under the PCI Supply Agreement will be $10.9 million for 2023, $15.9 million for 2024, $18.3 million for 2025, $25.3 million for 2026, $29.5 million for 2027, and $134.5 million for 2028 and thereafter in the aggregate. |
Leases | Leases Operating Leases Our operating leases primarily consist of non-cancellable facilities leases for research, manufacturing, and administrative functions. Our non-cancellable facilities operating leases have original lease periods expiring between 2027 and 2034, and include one or more options to renew for seven years to fourteen years. The monthly payments for our operating leases escalate over the remaining lease term. Our lease contracts do not contain termination options, residual value guarantees or restrictive covenants. Finance Lease Our finance lease represents a dedicated fill-and-finish line for the manufacturing of DAXXIFY ® . In March 2017, we entered into the ABPS Services Agreement. The ABPS Services Agreement contains a lease, which commenced in January 2022, related to a dedicated fill-and-finish line for the manufacturing of DAXXIFY ® because it has an identified asset that is physically distinct for which we have the right of control as defined under ASC 842. The right of control is conveyed because the embedded lease provides us with both (i) the right to obtain substantially all of the economic benefit from the fill-and-finish line resulting from the exclusivity of the dedicated manufacturing capacity and (ii) the right to direct the use of the fill-and-finish line through our purchase orders to ABPS. Each party has the right to terminate the ABPS Services Agreement without cause, with an 18-month written notice to the other party. The lease is classified as a finance lease in the condensed consolidated balance sheets. Under the ABPS Services Agreement, until May 2022, we were subject to minimum purchase obligations of up to $30.0 million for each of the years ending December 31, 2022, 2023 and 2024. In May 2022, we amended a statement of work under the ABPS Services Agreement pursuant to which the minimum purchase obligations of $30.0 million per year were eliminated, and instead the minimum purchase obligations would be negotiated prior to the beginning of each year over the term of the agreement. As a result of the amended statement of work, the finance lease was modified. The primary change was that the modification reflects payments in 2023 and 2024 as variable lease payments, contingent on negotiation at the beginning of each period and excludes such payments in the present value calculation in arriving at the remaining finance lease liabilities with a corresponding adjustment to the related right-of-use asset, among other considerations and changes. In January 2023, we entered into a second amendment to the above mentioned statement of work under the ABPS Services Agreement. The second amendment established a minimum purchase obligation for the year ending December 31, 2023 of $23.9 million, which represents ABPS’ practical manufacturing capability based on experience. The minimum purchase obligation for the year ending December 31, 2023 was determined to be fixed lease payments and such payments will increase the present value calculation in arriving at the remaining finance lease liabilities with a corresponding adjustment to the related finance lease right-of-use asset. The operating and finance lease costs are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Finance lease: Amortization of finance lease right-of-use asset (1) $ 3,297 $ 3,344 $ 6,965 $ 4,502 Interest on finance lease liability 270 348 1,278 2,607 Variable lease cost (2) 62 1,134 436 1,375 Total finance lease costs 3,629 4,826 8,679 8,484 Operating leases: Operating lease cost 3,138 2,223 9,657 6,669 Variable lease cost (3) 534 423 1,589 1,288 Total operating lease costs 3,672 2,646 11,246 7,957 Total lease costs $ 7,301 $ 7,472 $ 19,925 $ 16,441 (1) Amortization of the finance lease right-of-use asset started to be capitalized into inventories on the condensed consolidated balance sheets in the second quarter of 2023 as a result of the FDA approval of the PAS of the ABPS manufacturing facility. (2) Variable finance lease cost includes validation, qualification, materials, and other related services which are not included in the lease liabilities and are expensed as incurred. (3) Variable operating lease cost includes management fees, common area maintenance, property taxes, insurance and parking fees, which are not included in the lease liabilities and are expensed as incurred. As of September 30, 2023, maturities of our lease liabilities are as follows: (in thousands) Finance Lease Operating Leases Total Year Ending December 31, 2023 remaining three months $ 5,647 $ 5,065 $ 10,712 2024 3,102 10,491 13,593 2025 — 10,854 10,854 2026 — 11,185 11,185 2027 — 4,536 4,536 2028 and thereafter — 28,586 28,586 Total lease payments 8,749 70,717 79,466 Less imputed interest (139) (19,779) (19,918) Present value of lease payments $ 8,610 $ 50,938 $ 59,548 Our lease contracts do not provide readily determinable implicit rates, as such, we used the estimated incremental borrowing rate based on the information available at the adoption, commencement, or remeasurement date. As of September 30, 2023, weighted-average remaining lease terms and discount rates are as follows: Finance Leases Operating Leases Weighted-average remaining lease term (years) 2.5 8.4 Weighted-average discount rate 10.7 % 10.0 % Supplemental cash flow information related to the leases was as follows: Nine Months Ended September 30, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6,264 $ 6,259 Operating cash flows from finance lease $ 1,280 $ 2,541 Financing cash flows from finance lease $ 15,513 $ 5,000 Right-of-use assets obtained in exchange for lease liabilities Finance lease $ 23,781 $ 14,523 Operating leases (1) $ 22,694 $ — (1) In September 2023, the Expansion Premises and Second Expansion Premises commenced resulting in recognition of $22.7 million right-of-use asset and $16.2 million lease liability. Lease Not Yet Commenced PCI Supply Agreement In April 2021, we entered into the PCI Supply Agreement pursuant to which PCI would serve as a non-exclusive manufacturer and supplier of DAXXIFY ® . The initial term of the PCI Supply Agreement is dependent upon the date of regulatory submission for the manufacturing of DAXXIFY ® and may be terminated by either party in accordance with the terms of the PCI Supply Agreement. The term of the PCI Supply Agreement may also be extended for one additional three-year term upon mutual agreement of the parties. The PCI Supply Agreement contains a lease related to a dedicated fill-and-finish line and closely related assets for the manufacturing of DAXXIFY ® because it has identified assets that are physically distinct for which we will have the right of control as defined under ASC 842. The right of control is conveyed because the embedded lease will provide us with both (i) the right to obtain substantially all of the economic benefit from the fill-and-finish line resulting from the exclusivity implied from the dedicated manufacturing capacity and (ii) the right to direct the use of the fill-and-finish line. The embedded lease had not yet commenced as of September 30, 2023. The accounting commencement and recognition of the right-of-use lease assets and lease liabilities related to the embedded lease will take place when we have substantively obtained the right of control. The embedded lease is preliminarily classified as a finance lease. Pursuant to the PCI Supply Agreement, we are responsible for certain costs associated with the design, equipment procurement and validation, and facilities-related costs, monthly payments and minimum purchase obligations throughout the initial term of the PCI Supply Agreement. As of September 30, 2023, we have made prepayments of $30.9 million to PCI which is recorded within “Finance lease prepaid expense” in the condensed consolidated balance sheets. Based on our best estimate as of September 30, 2023, our remaining minimum commitment under the PCI Supply Agreement will be $10.9 million for 2023, $15.9 million for 2024, $18.3 million for 2025, $25.3 million for 2026, $29.5 million for 2027, and $134.5 million for 2028 and thereafter in the aggregate. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table provides information regarding our debt: September 30, December 31, (in thousands) 2023 2022 2027 Notes, non-current $ 287,500 $ 287,500 Less: Unamortized debt issuance costs (4,609) (5,587) Carrying amount of the 2027 Notes 282,891 281,913 Notes Payable, current 1,250 — Notes Payable, non-current 148,750 100,000 Less: Unamortized debt discount (2,976) (1,347) Less: Unamortized debt issuance costs (1,564) (1,192) Carrying amount of Notes Payable 145,460 97,461 Total debt $ 428,351 $ 379,374 Interest expense relating to our debt in the condensed consolidated statements of operations and comprehensive loss are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Contractual interest expense $ 3,830 $ 3,454 $ 10,620 $ 8,425 Amortization of debt issuance costs 447 441 1,310 1,190 Amortization of debt discount 157 98 329 183 Total interest expense $ 4,434 $ 3,993 $ 12,259 $ 9,798 Convertible Senior Notes In February 2020, we issued the 2027 Notes, in the aggregate principal amount of $287.5 million pursuant to the Indenture. The 2027 Notes are senior unsecured obligations and bear interest at a rate of 1.75% per year, payable semiannually in arrears on February 15 and August 15 of each year, began on August 15, 2020. The 2027 Notes will mature on February 15, 2027, unless earlier converted, redeemed or repurchased. In connection with issuing the 2027 Notes, we received $278.3 million in net proceeds, after deducting the initial purchasers’ discount, commissions, and other issuance costs. The 2027 Notes may be converted at any time by the holders prior to the close of business on the business day immediately preceding November 15, 2026 only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2020 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call any or all of the 2027 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events. On or after November 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2027 Notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The conversion rate will initially be 30.8804 shares of our common stock per $1,000 principal amount of the 2027 Notes (equivalent to an initial conversion price of approximately $32.38 per share of our common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2027 Notes in connection with such a corporate event or notice of redemption, as the case may be. Contractually, we may not redeem the 2027 Notes prior to February 20, 2024. We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after February 20, 2024 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2027 Notes. If we undergo a fundamental change (as defined in the Indenture), holders may require us to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Capped Call Transactions Concurrently with the 2027 Notes, we entered into capped call transactions with the option counterparties and used $28.9 million of the net proceeds from the 2027 Notes to pay the cost of the capped call transactions. The capped call transactions are expected generally to reduce the potential dilutive effect upon conversion of the 2027 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2027 Notes, as the case may be, with such reduction and/or offset subject to a price cap of $48.88 of our common stock per share, which represents a premium of 100% over the last reported sale price of our common stock on February 10, 2020. The cap ped calls have an initial strike price of $32.38 per share, subject to certain adjustments, which corresponds to the conversion option strike price in the 2027 Notes. The capped call transactions cover, subject to anti-dilution adjustments, approximately 8.9 million shares of our common stock. The capped call transactions are separate transactions that we entered into with the option counterparties and are not part of the terms of the 2027 Notes. As the capped call transactions meet certain accounting criteria, the premium paid of $28.9 million was recorded as a reduction in additional paid-in capital in the condensed consolidated balance sheets, and will not be remeasured to fair value as long as the accounting criteria continue to be met. As of September 30, 2023 and December 31, 2022, we had not purchased any shares under the capped call transactions. Note Purchase Agreement In March 2022, we entered into the Note Purchase Agreement and issued the First Tranche in an aggregate principal amount for all such Notes of $100 million. In August 2023, we entered into the First Amendment to reduce the Second Tranche from $100 million to $50 million, and we subsequently issued $50 million to the purchasers. Additionally, the First Amendment increased the uncommitted Third Tranche from $100 million to $150 million. The uncommitted Third Tranche is available until March 31, 2024, subject to the satisfaction of certain conditions set forth in the Note Purchase Agreement, including the achievement of greater than or equal to $50 million in trailing twelve months revenue for DAXXIFY ® preceding the date of the draw request for the Third Tranche, and approval by Athyrium. Our obligations under the Note Purchase Agreement are secured by substantially all of our assets and the assets of our wholly owned domestic subsidiaries, including their respective intellectual property. The notes issued pursuant to the First Tranche and Second Tranche bear interest at an annual fixed interest rate equal to 8.50%. The First Amendment modified the variable interest rate adjustment for the Third Tranche from Adjusted Three-Month LIBOR to Adjusted Three-Month Term SOFR. If the Third Tranche of Notes Payable becomes committed, the Notes Payable will then bear interest at an annual rate equal to the sum of (a) 7.0% and (b) Adjusted Three-Month Term SOFR for such interest period (subject to a floor of 1.50% and a cap of 2.50%). We are required to make quarterly interest payments on each Notes Payable commencing on the last business day of the calendar month following the funding date thereof, and continuing until the Maturity Date. Pursuant to the First Amendment, the Company is required to repay Athyrium the outstanding principal amount of the Second Tranche notes in installments on the last business day of each March, June, September and December (commencing in September 2024), in each case, based on the following principal amortization payment schedule: 2.5% in September and December 2024; 5.0% in March and June 2025; 7.5% in September and December 2025; and 10.0% in March and June 2026; followed by repayment of the Second Tranche in full on September 18, 2026. The Maturity Date may be extended to March 18, 2028 if, as of September 18, 2026, less than $90 million principal amount of our existing 2027 Notes remain outstanding and with the consent of the Purchasers. Initially, all principal for each tranche is due and payable on the Maturity Date. If any Third Tranche notes are issued, upon the occurrence of an Amortization Trigger (as defined in the Note Purchase Agreement), we are required to repay the principal of the Third Tranche in equal monthly installments beginning on the last day of the month in which the Amortization Trigger occurred and continuing through the Maturity Date. At our option, we may prepay the outstanding principal balance of all or any portion of the principal amount of the Notes Payable, subject to a prepayment fee equal to (i) a make-whole amount if the prepayment occurs on or prior to the first anniversary of the NPA Effective Date and (ii) 2.0% of the amount prepaid if the prepayment occurs after the first anniversary of the NPA Effective Date but on or prior to the second anniversary of the NPA Effective Date. Upon prepayment or repayment of all or any portion of the principal amount of the Notes Payable (whether on the Maturity Date or otherwise), we are also required to pay an exit fee to the Purchasers. The Note Purchase Agreement includes affirmative and negative covenants applicable to us, our current subsidiaries and any subsidiaries we create in the future. The affirmative covenants include, among others, covenants requiring us to maintain our legal existence and governmental approvals, deliver certain financial reports, maintain insurance coverage and satisfy certain requirements regarding deposit accounts. We must also (i) maintain at least $30.0 million of unrestricted cash and cash equivalents in accounts subject to a control agreement in favor of Athyrium at all times and (ii) upon the occurrence of certain specified events set forth in the Note Purchase Agreement, achieve at least $70.0 million of Consolidated Teoxane Distribution Net Product Sales on a trailing twelve-months basis. The negative covenants include, among others, restrictions on our transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets and undergoing a change in control, in each case subject to certain exceptions. If we do not comply with the affirmative and negative covenants, such non-compliance may be an event of default under the Note Purchase Agreement. The Note Purchase Agreement also includes events of default, the occurrence and continuation of which could cause interest to be charged at the rate that is otherwise applicable plus 2.0% and would provide Athyrium, as administrative agent, with the right to exercise remedies against us and the collateral, including foreclosure against our property securing the obligations under the Note Purchase Agreement, including our cash. These events of default include, among other things, our failure to pay principal or interest due under the Note Purchase Agreement, a breach of |
Stockholders_ Equity and Stock-
Stockholders’ Equity and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity and Stock-Based Compensation | Stockholders’ Equity and Stock-Based Compensation Equity Compensation Plans 2014 EIP On January 1, 2023, the number of shares of common stock reserved for issuance under the 2014 EIP increased by 3.3 million shares. For the nine months ended September 30, 2023, 2.5 million shares of stock awards and 0.2 million stock options were granted under the 2014 EIP. As of September 30, 2023, 4.3 million shares were available for issuance under the 2014 EIP. 2014 IN For the nine months ended September 30, 2023, no stock options or awards were granted under the 2014 IN. As of September 30, 2023, 1.1 million shares were available for issuance under the 2014 IN. HintMD Plan For the nine months ended September 30, 2023, no stock options or awards were granted under the HintMD Plan. As of September 30, 2023, 0.1 million shares were available for issuance under the HintMD Plan. 2014 ESPP On January 1, 2023, the number of shares of common stock reserved for issuance under the 2014 ESPP increased by 0.3 million shares. As of September 30, 2023, 1.8 million shares were available for issuance under the 2014 ESPP. 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. 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, shares of common stock underlying the 2027 Notes at the initial conversion price, outstanding stock options, and unvested 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 below: September 30, 2023 2022 Convertible senior notes 8,878,938 8,878,938 Outstanding stock options 3,886,868 4,957,025 Unvested RSUs and PSUs 3,266,886 2,690,816 Unvested RSAs and PSAs 949,059 2,339,999 Shares of common stock expected to be purchased on December 31st under the 2014 ESPP 118,258 188,715 ATM Offering Programs In November 2020, we entered into the 2020 ATM Agreement with Cowen. Under the 2020 ATM Agreement, we could offer and sell, from time to time, through Cowen, shares of our common stock having an aggregate offering price of up to $125.0 million. We were not obligated to sell any shares under the 2020 ATM Agreement. Subject to the terms and conditions of the 2020 ATM Agreement, Cowen was required to use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Market, to sell shares from time to time based upon our instructions, including any price, time or size limits specified by us. We paid Cowen a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares, reimbursed legal fees and disbursements and provided Cowen with customary indemnification and contribution rights. From January 1, 2022 through May 10, 2022, we sold 1.7 million shares of common stock under the 2020 ATM Agreement at a weighted average price of $18.71 per share resulting in net proceeds of $31.6 million after sales agent commissions and offering costs. The 2020 ATM Agreement was terminated on May 10, 2022. On May 10, 2022, we entered into the 2022 ATM Agreement with Cowen. Under the 2022 ATM Agreement, we may sell up to $150.0 million of our common stock. We are not obligated to sell any shares under the 2022 ATM Agreement. Subject to the terms and conditions of the 2022 ATM Agreement, Cowen will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Market, to sell shares from time to time based upon our instructions, including any price, time or size limits specified by us. We pay Cowen a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cowen with customary indemnification and contribution rights. In the three months ended June 30, 2023, we sold 3.2 million shares of common stock under the 2022 ATM Agreement at a weighted average price of $31.90 per share, resulting in net proceeds of $100.0 million after sales agent commissions and offering costs. No shares of common stock were sold for the three months ended March 31, 2023 or September 30, 2023 under the 2022 ATM Agreement. Stock-Based Compensation Expense The following table summarizes our stock-based compensation expense by line item in our condensed consolidated statements of operations and comprehensive loss: (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Selling, general and administrative $ 8,599 $ 13,245 $ 31,042 $ 27,937 Research and development 1,688 4,742 7,926 13,676 Cost of product revenue (exclusive of depreciation and amortization) 358 — 1,306 — Total stock-based compensation expense, net of amounts capitalized 10,645 17,987 40,274 41,613 Capitalized stock-based compensation 1,212 566 2,901 682 Total stock-based compensation expense $ 11,857 $ 18,553 $ 43,175 $ 42,295 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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. September 30, 2023 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets U.S. treasury securities $ 197,450 $ 197,450 $ — $ — Money market funds 29,416 29,416 — — Commercial paper 55,145 — 55,145 — Total assets measured at fair value $ 282,011 $ 226,866 $ 55,145 $ — December 31, 2022 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets U.S. treasury securities $ 109,756 $ 109,756 $ — $ — Money market funds 85,206 85,206 — — U.S. government agency obligations 4,480 4,480 — — Commercial paper 80,946 — 80,946 — Corporate bonds 41,040 — 41,040 — Total assets measured at fair value $ 321,428 $ 199,442 $ 121,986 $ — 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 fair value of the 2027 Notes and the Notes Payable ( Note 9 ) was determined on the basis of market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy. We present the fair value of the 2027 Notes and the Notes payable for disclosure purposes only. As of September 30, 2023, and December 31, 2022, the fair value of the 2027 Notes was $232.1 million and $288.2 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the Notes Payable was approximately the same as its unamortized carrying value. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Teoxane Agreement In January 2020, we entered into the Teoxane Agreement, pursuant to which Teoxane granted us the exclusive right to import, market, promote, sell and distribute Teoxane’s line of Resilient Hyaluronic Acid ® dermal fillers, which include: (i) RHA ® Collection of dermal fillers, and (ii) the RHA ® Pipeline Products 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 is effective for a term of ten years from product launch in September 2020 and may be extended for a two-year period upon the mutual agreement of the parties. We are required to meet certain minimum purchase obligations during each year of the term. Our minimum purchase obligation for the years ending December 31, 2023 and December 31, 2024 will be $40 million and $52 million, respectively. Minimum purchase obligations after December 31, 2024 may be determined at a later date. We are also required to meet certain minimum expenditure requirements in connection with commercialization efforts. Our minimum expenditures related to the commercialization and promotion of RHA ® Collection of dermal fillers and RHA ® Pipeline Products for the years ended December 31, 2023 and 2024 will be $34 million and $36 million, respectively. Minimum expenditures related to the commercialization and promotion of RHA ® Collection of dermal fillers and RHA ® Pipeline Products after December 31, 2024 may be determined at a later date. Either party may terminate the Teoxane Agreement in the event of the insolvency of, or a material breach by, the other party, including certain specified breaches that include the right for Teoxane to terminate the Teoxane Agreement for our failure to meet the minimum purchase requirements or commercialization expenditure during specified periods, or for our breach of the exclusivity obligations under the Teoxane Agreement. Other Contingencies As of September 30, 2023, we are obligated to pay BTRX up to a remaining $15.5 million upon the satisfaction of certain milestones relating to our product revenue, intellectual property, and clinical and regulatory events. 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 other indemnification agreements is not determinable because it involves claims for indemnification that may be made against us in the future but have not been made. We have not yet incurred material costs to defend lawsuits or settle claims related to 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 nine months ended September 30, 2023 and 2022, no material amounts associated with the indemnification agreements have been recorded. Litigation In October 2021, Allergan filed a complaint against us and ABPS, one of our manufacturing sources of DAXXIFY ® , in the U.S. District Court for the District of Delaware, alleging infringement of the following patents assigned and/or licensed to Allergan: U.S. Patent Nos. 11,033,625; 7,354,740; 8,409,828; 11,124,786; and 7,332,567. Allergan claims that our formulation for DAXXIFY ® and ABPS’s manufacturing process used to produce DAXXIFY ® infringes its patents. Allergan also asserted a patent with claims related to a substrate for use in a botulinum toxin detection assay. On November 3, 2021, we filed a motion to dismiss. On November 24, 2021, Allergan filed an amended complaint against us and ABPS, alleging infringement of an additional patent assigned and/or licensed to Allergan: U.S. Patent No. 11,147,878. On December 17, 2021, we filed a second motion to dismiss, and on January 14, 2022, Allergan filed an opposition to that motion. We filed a reply to Allergan’s opposition on January 21, 2022, and on August 19, 2022, the court denied our second motion to dismiss. On September 2, 2022, we filed an answer and counterclaims to Allergan’s amended complaint. On December 30, 2022, Allergan filed a second amended complaint against us and ABPS, alleging infringement of three additional patents assigned and/or licensed to Allergan: U.S. Patent Nos. 11,203,748; 11,326,155; and 11,285,216. On January 20, 2023, we filed an answer and counterclaims to Allergan's second amended complaint. On March 3, 2023, we filed invalidity contentions, which challenge Allergan’s asserted patents. A Markman hearing was held on June 28, 2023, and a decision was issued on August 29, 2023. On September 15, 2023, U.S. Patent No. 7,332,567 was dismissed from the case with prejudice. On December 10, 2021, a putative securities class action complaint was filed against the Company and certain of its officers on behalf of a class of stockholders who acquired the Company’s securities from November 25, 2019 to October 11, 2021, in the U.S. District Court for the Northern District of California. The complaint alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of Exchange Act by making false and misleading statements regarding the manufacturing of DAXXIFY ® and the timing and likelihood of regulatory approval and seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. The court appointed the lead plaintiff and lead counsel on September 7, 2022. The lead plaintiff filed an amended complaint on November 7, 2022. On January 23, 2023, we filed a motion to dismiss. On March 8, 2023, the lead plaintiff filed an opposition to our motion to dismiss. On April 7, 2023, we filed a reply in support of our motion to dismiss. A hearing on our motion to dismiss took place on August 10, 2023, and we are awaiting a decision from the court. We cannot be certain of whether that motion to dismiss will be granted. We dispute the claims in these lawsuits and intend to defend the matters vigorously. These lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. The outcome of the lawsuits is necessarily uncertain. We could be forced to expend significant resources in the defense of either lawsuit, and we may not prevail. In addition, we may incur substantial legal fees and costs in connection with each lawsuit. We record a provision for a liability when we believe that it is both probable that a liability has incurred, and the amount can be reasonably estimated. As of both September 30, 2023 and December 31, 2022, no such provision for liabilities related to the above litigation matters were recorded on the condensed consolidated balance sheets. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Reportable Segments We report segment information based on the management approach. The management approach designates the internal reporting used by the CODM for making decisions and assessing performance as the source of our reportable segments. We have two reportable segments: the Product Segment and the Service Segment. Each reportable segment represents a component, or an operating segment, for which separate financial information is available that is utilized on a regular basis by our CODM in determining resource allocations and performance evaluation. We also considered whether the identified operating segments should be further aggregated based on factors including economic characteristics, the nature of products and services, production processes, customer base, distribution methods, and regulatory environment; however, no such aggregation was made due to dissimilarity of the operating segments. Product Segment Our Product Segment refers to the business that includes the research, development and commercialization of our approved products and product candidates, including DAXXIFY ® , the onabotulinumtoxinA biosimilar and the RHA ® Collection of dermal fillers. Service Segment Our Service Segment refers to the business that includes the development and commercialization of the Fintech Platform. In September 2023, we commenced a restructuring plan to exit the Fintech Platform business. We expect all Fintech Platform payment operations to be discontinued by or around March 31, 2024. Corporate and Other Expenses Corporate and other expenses include operating expenses related to general and administrative expenses, depreciation and amortization, stock-based compensation, and intersegment elimination that are not used in evaluating the results of, or in allocating resources to, our segments. Intersegment revenue represents the revenue generated between the two segments. For the three months ended September 30, 2023 and 2022, intersegment revenue was $0.7 million and $0.4 million, respectively. For the nine months ended September 30, 2023 and 2022, intersegment revenue was $2.0 million and $0.9 million, respectively. Reconciliation of Segment Revenue to Consolidated Revenue Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Revenue: Product Segment $ 54,112 $ 27,051 $ 154,299 $ 78,598 Service Segment 2,664 1,964 9,942 4,046 Total revenue $ 56,776 $ 29,015 $ 164,241 $ 82,644 Reconciliation of Segment Loss from Operations to Consolidated Loss from Operations Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Loss from operations: Product Segment $ (9,032) $ (32,100) $ (41,097) $ (82,020) Service Segment (1) (98,169) (4,423) (110,234) (13,956) Corporate and other expenses (32,092) (40,961) (111,493) (101,571) Total loss from operations $ (139,293) $ (77,484) $ (262,824) $ (197,547) (1) For the three and nine months ended September 30, 2023, loss from operations for the Service Segment included an impairment loss of $93.2 million as discussed in Note 5 . We do not evaluate performance or allocate resources based on segment asset data, and therefore such information is not presented. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (141,176) | $ (84,693) | $ (268,287) | $ (210,470) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended September 30, 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, were as follows: Name and Title Action Date of Action Total Shares to be Sold Expiration Date Mark Foley, Chief Executive Officer Terminate (1) 8/28/23 442,576 5/31/2024 Olivia Ware, Director Adopt 8/31/23 9,593 8/30/2024 (1) Mr. Foley entered into this 10b5-1 Plan on March 10, 2023 | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Mark Foley [Member] | ||
Trading Arrangements, by Individual | ||
Name | Mark Foley | |
Title | Chief Executive Officer | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | 8/28/23 | |
Aggregate Available | 442,576 | 442,576 |
Olivia Ware [Member] | ||
Trading Arrangements, by Individual | ||
Name | Olivia Ware | |
Title | Director | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 8/31/23 | |
Arrangement Duration | 365 days | |
Aggregate Available | 9,593 | 9,593 |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim periods presented. Our condensed consolidated balance sheet for the year ended December 31, 2022 included herein was derived from audited consolidated financial statements, but does not include all disclosures including notes required by U.S. GAAP. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2023, or any other future period. Our unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in our FY2022 10-K. Our condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, and have been prepared in conformity with U.S. GAAP. All intercompany transactions have been eliminated. |
Reclassification | ReclassificationAt the beginning of 2023, we changed our presentation of internal-use software where approximately $8.3 million has been reclassified from property and equipment, net into intangible assets, net. |
Use of Estimates & Risks and Uncertainties | Use of Estimates & Risks and Uncertainties The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, the incremental borrowing rate used to measure operating lease and finance lease liabilities, the recoverability of goodwill and long-lived assets, useful lives associated with property and equipment and intangible assets, the period of benefit associated with deferred costs, revenue recognition (including the timing of satisfaction of performance obligations, estimating variable consideration, estimating stand-alone selling prices of promised goods and services, and allocation of transaction price to performance obligations), deferred revenue classification, accruals for clinical trial costs, valuation and assumptions underlying stock-based compensation and other equity instruments, and income taxes. As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. These estimates may change as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our condensed consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The recent accounting pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our present or future financial statements. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents our revenue disaggregated by timing of transfer of goods or service: Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Transferred Transferred (in thousands) at a point in time over time Total at a point in time over time Total Product revenue $ 54,109 $ — $ 54,109 $ 154,160 $ — $ 154,160 Service revenue — 2,664 2,664 59 9,883 9,942 Collaboration revenue — 3 3 — 139 139 Total revenue $ 54,109 $ 2,667 $ 56,776 $ 154,219 $ 10,022 $ 164,241 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Transferred Transferred (in thousands) at a point in time over time Total at a point in time over time Total Product revenue $ 26,081 $ — $ 26,081 $ 72,401 $ — $ 72,401 Service revenue 121 1,843 1,964 360 3,686 4,046 Collaboration revenue — 970 970 — 6,197 6,197 Total revenue $ 26,202 $ 2,813 $ 29,015 $ 72,761 $ 9,883 $ 82,644 Product Revenue Our product revenue breakdown is summarized below: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Product: RHA ® Collection of dermal fillers $ 32,133 $ 26,081 $ 94,180 $ 72,401 DAXXIFY ® 21,976 — 59,980 — Total product revenue $ 54,109 $ 26,081 $ 154,160 $ 72,401 |
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable | Accounts receivables and contract liabilities from contracts with our product customers are as follows: September 30, December 31, (in thousands) 2023 2022 Accounts receivables: Accounts receivable, net $ 22,661 $ 10,966 Total accounts receivable, net $ 22,661 $ 10,966 Contract liabilities: Deferred revenue, current $ 398 $ 705 Total contract liabilities $ 398 $ 705 Accounts receivable from contracts with our service customers are as follows: September 30, December 31, (in thousands) 2023 2022 Accounts receivable: Accounts receivable, net $ 53 $ 59 Total accounts receivable, net $ 53 $ 59 Accounts receivables and contract liabilities from contracts with our collaboration customers are as follows: September 30, December 31, (in thousands) 2023 2022 Accounts receivables: Accounts receivable, net — Fosun $ 2,700 $ 315 Total accounts receivable, net $ 2,700 $ 315 Contract liabilities: Deferred revenue, current — Viatris $ 4,973 $ 6,162 Total contract liabilities, current $ 4,973 $ 6,162 Deferred revenue, non-current — Viatris $ 43,340 $ 40,600 Deferred revenue, non-current — Fosun 40,975 37,977 Total contract liabilities, non-current $ 84,315 $ 78,577 Changes in our contract liabilities from contracts with our collaboration revenue customers for the nine months ended September 30, 2023 are as follows: (in thousands) Balance on December 31, 2022 $ 84,739 Revenue recognized (139) Billings and adjustments, net 4,688 Balance on September 30, 2023 $ 89,288 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | A summary of our restructuring charges included within our condensed consolidated statement of operations for the three and nine months ended September 30, 2023 were as follows: (in thousands) Goodwill impairment $ 77,175 Intangible asset impairment 16,007 Selling, general and administrative 732 Research and development 1,293 Total restructuring charges $ 95,207 |
Schedule of Severance and Personnel Liabilities | A summary of severance and personnel liabilities, included within accruals and other current liabilities on the condensed consolidated balance sheet, is as follows: (in thousands) Balance on December 31, 2022 $ — Severance and other personnel costs 1,432 Cash payment during the period — Balance on September 30, 2023 (1) $ 1,432 |
Cash Equivalents and Short-Te_2
Cash Equivalents and Short-Term Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Securities | The following table summarizes our cash equivalents and short-term investments: September 30, 2023 December 31, 2022 (in thousands) Adjusted Cost Gain Loss Fair Value Adjusted Cost Losses Fair Value U.S. treasury securities $ 197,446 $ 4 $ — $ 197,450 $ 109,984 $ (228) $ 109,756 Commercial paper 55,162 — (17) 55,145 80,946 — 80,946 Money market funds 29,416 — — 29,416 85,206 — 85,206 Corporate bonds — — — — 41,186 (146) 41,040 U.S. government agency obligations — — — — 4,480 — 4,480 Total cash equivalents and short-term investments $ 282,024 $ 4 $ (17) $ 282,011 $ 321,802 $ (374) $ 321,428 Classified as: Cash equivalents $ 161,085 $ 89,686 Short-term investments 120,926 231,742 Total cash equivalents and short-term investments $ 282,011 $ 321,428 |
Goodwill and intangible Asset_2
Goodwill and intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill by reporting unit during the nine months ended September 30, 2023 was as follows: (in thousands) Product Service Total Balance at December 31, 2022 $ — $ 77,175 $ 77,175 Impairment — (77,175) (77,175) Balance at September 30, 2023 $ — $ — $ — |
Schedule of Acquired Finite-lived Intangible Assets by Major Class | The following table sets forth the major categories of intangible assets and the weighted-average remaining useful lives for those assets that are not already fully amortized: September 30, 2023 (in thousands, except for in years) Weighted Average Remaining Useful Lives Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Carrying Amount Distribution rights 4.5 $ 32,334 $ (22,518) $ — $ 9,816 Internally developed technology 1.7 8,918 (4,293) (3,972) 653 Other software 0.3 879 (841) — 38 Acquired developed technology 0.0 16,200 (6,525) (9,675) — Customer relationships 0.0 10,300 (7,940) (2,360) — Total intangible assets $ 68,631 $ (42,117) $ (16,007) $ 10,507 December 31, 2022 (in thousands, except for in years) Weighted Average Remaining Useful Lives Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired developed technology 4.2 $ 35,800 $ (24,325) $ 11,475 Distribution rights 1.4 32,334 (20,882) 11,452 Internally developed technology 2.4 8,062 (2,271) 5,791 Customer relationships 1.6 10,300 (6,223) 4,077 Other software 1.8 3,166 (1,592) 1,574 Development in progress N/A 975 — 975 Total intangible assets $ 90,637 $ (55,293) $ 35,344 |
Schedule of Acquired Indefinite-lived Intangible Assets by Major Class | The following table sets forth the major categories of intangible assets and the weighted-average remaining useful lives for those assets that are not already fully amortized: September 30, 2023 (in thousands, except for in years) Weighted Average Remaining Useful Lives Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Carrying Amount Distribution rights 4.5 $ 32,334 $ (22,518) $ — $ 9,816 Internally developed technology 1.7 8,918 (4,293) (3,972) 653 Other software 0.3 879 (841) — 38 Acquired developed technology 0.0 16,200 (6,525) (9,675) — Customer relationships 0.0 10,300 (7,940) (2,360) — Total intangible assets $ 68,631 $ (42,117) $ (16,007) $ 10,507 December 31, 2022 (in thousands, except for in years) Weighted Average Remaining Useful Lives Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired developed technology 4.2 $ 35,800 $ (24,325) $ 11,475 Distribution rights 1.4 32,334 (20,882) 11,452 Internally developed technology 2.4 8,062 (2,271) 5,791 Customer relationships 1.6 10,300 (6,223) 4,077 Other software 1.8 3,166 (1,592) 1,574 Development in progress N/A 975 — 975 Total intangible assets $ 90,637 $ (55,293) $ 35,344 |
Summary of Finite-lived Intangible Assets Amortization Expense | The detail breakdown of the amortization expenses on the condensed consolidated statements of operations and comprehensive loss were summarized as below: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Depreciation and amortization $ 1,320 $ 3,513 $ 5,459 $ 10,538 Selling, general and administrative 429 644 2,998 1,931 Total intangible asset amortization $ 1,749 $ 4,157 $ 8,457 $ 12,469 |
Schedule of Finite-lived Intangible Assets, Future Amortization Expense | Based on the amount of intangible assets as of September 30, 2023, the expected amortization expense for each of the next five fiscal years was as follows: Year Ending December 31, (in thousands) 2023 remaining three months $ 700 2024 2,567 2025 2,333 2026 2,181 2027 2,181 2028 and thereafter 545 Total $ 10,507 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following: September 30, December 31, (in thousands) 2023 2022 Raw materials $ 2,894 $ 505 Work in process 13,490 4,933 Finished goods 29,830 12,887 Total inventories $ 46,214 $ 18,325 |
Accruals and other current li_2
Accruals and other current liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accruals and other current liabilities consists of the following: September 30, December 31, (in thousands) 2023 2022 Accruals related to: Compensation (1) $ 26,027 $ 28,014 Inventories 8,376 2,312 Selling, general and administrative 7,711 9,681 Research and development 5,047 9,012 Clinical trials 872 1,863 Interest expense 625 1,912 Other current liabilities 4,835 6,563 Total accruals and other current liabilities $ 53,493 $ 59,357 (1) Restructuring related severance and personnel liabilities included within accruals and other current liabilities on the condensed consolidated balance sheets were discussed in Note 3 . |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease Costs | The operating and finance lease costs are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Finance lease: Amortization of finance lease right-of-use asset (1) $ 3,297 $ 3,344 $ 6,965 $ 4,502 Interest on finance lease liability 270 348 1,278 2,607 Variable lease cost (2) 62 1,134 436 1,375 Total finance lease costs 3,629 4,826 8,679 8,484 Operating leases: Operating lease cost 3,138 2,223 9,657 6,669 Variable lease cost (3) 534 423 1,589 1,288 Total operating lease costs 3,672 2,646 11,246 7,957 Total lease costs $ 7,301 $ 7,472 $ 19,925 $ 16,441 (1) Amortization of the finance lease right-of-use asset started to be capitalized into inventories on the condensed consolidated balance sheets in the second quarter of 2023 as a result of the FDA approval of the PAS of the ABPS manufacturing facility. (2) Variable finance lease cost includes validation, qualification, materials, and other related services which are not included in the lease liabilities and are expensed as incurred. (3) Variable operating lease cost includes management fees, common area maintenance, property taxes, insurance and parking fees, which are not included in the lease liabilities and are expensed as incurred. |
Schedule of Finance Lease, Liability Maturities | As of September 30, 2023, maturities of our lease liabilities are as follows: (in thousands) Finance Lease Operating Leases Total Year Ending December 31, 2023 remaining three months $ 5,647 $ 5,065 $ 10,712 2024 3,102 10,491 13,593 2025 — 10,854 10,854 2026 — 11,185 11,185 2027 — 4,536 4,536 2028 and thereafter — 28,586 28,586 Total lease payments 8,749 70,717 79,466 Less imputed interest (139) (19,779) (19,918) Present value of lease payments $ 8,610 $ 50,938 $ 59,548 Our lease contracts do not provide readily determinable implicit rates, as such, we used the estimated incremental borrowing rate based on the information available at the adoption, commencement, or remeasurement date. As of September 30, 2023, weighted-average remaining lease terms and discount rates are as follows: Finance Leases Operating Leases Weighted-average remaining lease term (years) 2.5 8.4 Weighted-average discount rate 10.7 % 10.0 % |
Schedule of Operating Lease, Liability Maturities | As of September 30, 2023, maturities of our lease liabilities are as follows: (in thousands) Finance Lease Operating Leases Total Year Ending December 31, 2023 remaining three months $ 5,647 $ 5,065 $ 10,712 2024 3,102 10,491 13,593 2025 — 10,854 10,854 2026 — 11,185 11,185 2027 — 4,536 4,536 2028 and thereafter — 28,586 28,586 Total lease payments 8,749 70,717 79,466 Less imputed interest (139) (19,779) (19,918) Present value of lease payments $ 8,610 $ 50,938 $ 59,548 Our lease contracts do not provide readily determinable implicit rates, as such, we used the estimated incremental borrowing rate based on the information available at the adoption, commencement, or remeasurement date. As of September 30, 2023, weighted-average remaining lease terms and discount rates are as follows: Finance Leases Operating Leases Weighted-average remaining lease term (years) 2.5 8.4 Weighted-average discount rate 10.7 % 10.0 % |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to the leases was as follows: Nine Months Ended September 30, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6,264 $ 6,259 Operating cash flows from finance lease $ 1,280 $ 2,541 Financing cash flows from finance lease $ 15,513 $ 5,000 Right-of-use assets obtained in exchange for lease liabilities Finance lease $ 23,781 $ 14,523 Operating leases (1) $ 22,694 $ — (1) In September 2023, the Expansion Premises and Second Expansion Premises commenced resulting in recognition of $22.7 million right-of-use asset and $16.2 million lease liability. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The following table provides information regarding our debt: September 30, December 31, (in thousands) 2023 2022 2027 Notes, non-current $ 287,500 $ 287,500 Less: Unamortized debt issuance costs (4,609) (5,587) Carrying amount of the 2027 Notes 282,891 281,913 Notes Payable, current 1,250 — Notes Payable, non-current 148,750 100,000 Less: Unamortized debt discount (2,976) (1,347) Less: Unamortized debt issuance costs (1,564) (1,192) Carrying amount of Notes Payable 145,460 97,461 Total debt $ 428,351 $ 379,374 Interest expense relating to our debt in the condensed consolidated statements of operations and comprehensive loss are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Contractual interest expense $ 3,830 $ 3,454 $ 10,620 $ 8,425 Amortization of debt issuance costs 447 441 1,310 1,190 Amortization of debt discount 157 98 329 183 Total interest expense $ 4,434 $ 3,993 $ 12,259 $ 9,798 |
Stockholders_ Equity and Stoc_2
Stockholders’ Equity and Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule 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 below: September 30, 2023 2022 Convertible senior notes 8,878,938 8,878,938 Outstanding stock options 3,886,868 4,957,025 Unvested RSUs and PSUs 3,266,886 2,690,816 Unvested RSAs and PSAs 949,059 2,339,999 Shares of common stock expected to be purchased on December 31st under the 2014 ESPP 118,258 188,715 |
Schedule of Stock-based Compensation Expense | The following table summarizes our stock-based compensation expense by line item in our condensed consolidated statements of operations and comprehensive loss: (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Selling, general and administrative $ 8,599 $ 13,245 $ 31,042 $ 27,937 Research and development 1,688 4,742 7,926 13,676 Cost of product revenue (exclusive of depreciation and amortization) 358 — 1,306 — Total stock-based compensation expense, net of amounts capitalized 10,645 17,987 40,274 41,613 Capitalized stock-based compensation 1,212 566 2,901 682 Total stock-based compensation expense $ 11,857 $ 18,553 $ 43,175 $ 42,295 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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. September 30, 2023 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets U.S. treasury securities $ 197,450 $ 197,450 $ — $ — Money market funds 29,416 29,416 — — Commercial paper 55,145 — 55,145 — Total assets measured at fair value $ 282,011 $ 226,866 $ 55,145 $ — December 31, 2022 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets U.S. treasury securities $ 109,756 $ 109,756 $ — $ — Money market funds 85,206 85,206 — — U.S. government agency obligations 4,480 4,480 — — Commercial paper 80,946 — 80,946 — Corporate bonds 41,040 — 41,040 — Total assets measured at fair value $ 321,428 $ 199,442 $ 121,986 $ — |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Segment Revenue to Consolidated Revenue | Reconciliation of Segment Revenue to Consolidated Revenue Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Revenue: Product Segment $ 54,112 $ 27,051 $ 154,299 $ 78,598 Service Segment 2,664 1,964 9,942 4,046 Total revenue $ 56,776 $ 29,015 $ 164,241 $ 82,644 |
Schedule of Reconciliation of Segment Loss From Operations to Consolidated Loss From Operations | Reconciliation of Segment Loss from Operations to Consolidated Loss from Operations Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Loss from operations: Product Segment $ (9,032) $ (32,100) $ (41,097) $ (82,020) Service Segment (1) (98,169) (4,423) (110,234) (13,956) Corporate and other expenses (32,092) (40,961) (111,493) (101,571) Total loss from operations $ (139,293) $ (77,484) $ (262,824) $ (197,547) (1) For the three and nine months ended September 30, 2023, loss from operations for the Service Segment included an impairment loss of $93.2 million as discussed in Note 5 |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
May 10, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||
Net loss | $ 141,176,000 | $ 84,693,000 | $ 268,287,000 | $ 210,470,000 | ||
Accumulated deficit | 2,022,661,000 | 2,022,661,000 | $ 1,754,374,000 | |||
Working capital surplus | 306,400,000 | 306,400,000 | ||||
Cash, cash equivalents and investments | 300,200,000 | 300,200,000 | ||||
Internally developed technology | ||||||
Debt Instrument [Line Items] | ||||||
Net into intangible assets | $ 8,300,000 | 8,300,000 | ||||
ATM Offering, 2022 Plan | ||||||
Debt Instrument [Line Items] | ||||||
Stock issuance sales agreement, authorized offering price, maximum | $ 150,000,000 | $ 47,200,000 |
Revenue - Schedule of Revenues
Revenue - Schedule of Revenues Disaggregated by Timing of Transfer of Goods or Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | $ 56,776 | $ 29,015 | $ 164,241 | $ 82,644 |
Transferred at a point in time | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | 54,109 | 26,202 | 154,219 | 72,761 |
Transferred at over Time | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | 2,667 | 2,813 | 10,022 | 9,883 |
Product revenue | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | 54,109 | 26,081 | 154,160 | 72,401 |
Product revenue | Transferred at a point in time | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | 54,109 | 26,081 | 154,160 | 72,401 |
Product revenue | Transferred at over Time | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
RHA® Collection of dermal fillers | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | 32,133 | 26,081 | 94,180 | 72,401 |
DAXXIFY® | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | 21,976 | 0 | 59,980 | 0 |
Service revenue | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | 2,664 | 1,964 | 9,942 | 4,046 |
Service revenue | Transferred at a point in time | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | 0 | 121 | 59 | 360 |
Service revenue | Transferred at over Time | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | 2,664 | 1,843 | 9,883 | 3,686 |
Collaboration revenue | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | 3 | 970 | 139 | 6,197 |
Collaboration revenue | Transferred at a point in time | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Collaboration revenue | Transferred at over Time | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenue | $ 3 | $ 970 | $ 139 | $ 6,197 |
Revenue - Schedule of Receivabl
Revenue - Schedule of Receivables and Contract Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Contract liabilities: | ||
Deferred revenue, current | $ 5,371 | $ 6,867 |
Product revenue | ||
Accounts receivables: | ||
Total accounts receivable, net | 22,661 | 10,966 |
Contract liabilities: | ||
Deferred revenue, current | 398 | 705 |
Service revenue | ||
Accounts receivables: | ||
Total accounts receivable, net | $ 53 | $ 59 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Non-refundable upfront payment | $ 89,288,000 | $ 89,288,000 | $ 84,739,000 | ||
Remaining performance obligation | 41,000,000 | 41,000,000 | |||
Contract with customer, liability, revenue recognized | 139,000 | ||||
Viatris | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenue recognition annual sales | $ 50,000,000 | ||||
Revenue recognition annual sales of maturity period | 4 years | ||||
Fosun | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Contingent payments | 222,500,000 | $ 222,500,000 | |||
Remaining performance obligation | 38,000,000 | 38,000,000 | |||
Fosun | Development Services | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenues | 100,000 | 100,000 | |||
Viatris | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Non-refundable upfront payment | 60,000,000 | 60,000,000 | |||
Contingent payments | 70,000,000 | 70,000,000 | |||
Revenue maximum for receipt of tiered milestone payments | 225,000,000 | ||||
Remaining performance obligation | 44,200,000 | 44,200,000 | |||
Viatris | Development Services | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenues | $ 0 | $ 1,000,000 | $ 0 | $ 6,200,000 | |
Fosun | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Contract with customer, liability, revenue recognized | $ 0 | $ 0 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Liabilities from Contracts (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Contract liabilities: | ||
Total contract liabilities, current | $ 5,371 | $ 6,867 |
Total contract liabilities, non-current | 84,315 | 78,577 |
Fosun | ||
Accounts receivables: | ||
Total accounts receivable, net | 2,700 | 315 |
Contract liabilities: | ||
Total contract liabilities, non-current | 40,975 | 37,977 |
Viatris | ||
Contract liabilities: | ||
Total contract liabilities, current | 4,973 | 6,162 |
Total contract liabilities, non-current | $ 43,340 | $ 40,600 |
Revenue - Schedule of Changes i
Revenue - Schedule of Changes in Our Contract Liabilities from Contracts (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Contract With Customer Asset and Liability Roll Forward [Abstract] | |
Beginning balance | $ 84,739 |
Revenue recognized | (139) |
Billings and adjustments, net | 4,688 |
Ending balance | $ 89,288 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 1,432 |
Service Segment | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 95,207 |
Restructuring expected cost | $ 3,000 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Charges (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Total restructuring charges | $ 1,432 |
Service Segment | |
Restructuring Cost and Reserve [Line Items] | |
Total restructuring charges | 95,207 |
Goodwill impairment | Service Segment | |
Restructuring Cost and Reserve [Line Items] | |
Total restructuring charges | 77,175 |
Intangible asset impairment | Service Segment | |
Restructuring Cost and Reserve [Line Items] | |
Total restructuring charges | 16,007 |
Selling, general and administrative | Service Segment | |
Restructuring Cost and Reserve [Line Items] | |
Total restructuring charges | 732 |
Research and development | Service Segment | |
Restructuring Cost and Reserve [Line Items] | |
Total restructuring charges | $ 1,293 |
Restructuring - Schedule of Sev
Restructuring - Schedule of Severance and Personnel Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance on December 31, 2022 | $ 0 |
Severance and other personnel costs | 1,432 |
Cash payment during the period | 0 |
Balance on September 30, 2023 | $ 1,432 |
Cash Equivalents and Short-Te_3
Cash Equivalents and Short-Term Investments - Schedule of Available-for-sale Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | $ 282,024 | $ 321,802 |
Gain | 4 | |
Loss | (17) | (374) |
Fair Value | 282,011 | 321,428 |
Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 161,085 | 89,686 |
Short-term investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 120,926 | 231,742 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | 197,446 | 109,984 |
Gain | 4 | |
Loss | 0 | (228) |
Fair Value | 197,450 | 109,756 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | 55,162 | 80,946 |
Gain | 0 | |
Loss | (17) | 0 |
Fair Value | 55,145 | 80,946 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | 29,416 | 85,206 |
Gain | 0 | |
Loss | 0 | 0 |
Fair Value | 29,416 | 85,206 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | 0 | 41,186 |
Gain | 0 | |
Loss | 0 | (146) |
Fair Value | 0 | 41,040 |
U.S. government agency obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | 0 | 4,480 |
Gain | 0 | |
Loss | 0 | 0 |
Fair Value | $ 0 | $ 4,480 |
Goodwill and intangible Asset_3
Goodwill and intangible Assets, net- Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Goodwill [LineItems] | ||||
Goodwill and intangible asset impairment | $ 93,182 | $ 0 | ||
Accumulated Impairment | $ 147,000 | 147,000 | $ 69,800 | |
Service Segment | ||||
Goodwill [LineItems] | ||||
Goodwill and intangible asset impairment | 77,200 | 77,200 | ||
Impairment of finite-lived intangible assets | $ 16,000 | $ 16,000 |
Goodwill and intangible Asset_4
Goodwill and intangible Assets, net - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill [Roll Forward] | ||||
Beginning Balance | $ 77,175 | |||
Impairment | $ (77,175) | $ 0 | (77,175) | $ 0 |
Ending Balance | 0 | 0 | ||
Product Segment | ||||
Goodwill [Roll Forward] | ||||
Beginning Balance | 0 | |||
Impairment | 0 | |||
Ending Balance | 0 | 0 | ||
Service Segment | ||||
Goodwill [Roll Forward] | ||||
Beginning Balance | 77,175 | |||
Impairment | (77,175) | |||
Ending Balance | $ 0 | $ 0 |
Goodwill and intangible Asset_5
Goodwill and intangible Assets, net - Schedule of Acquired Finite-lived and Indefinite-lived Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 68,631 | $ 90,637 |
Accumulated Amortization | (42,117) | (55,293) |
Accumulated Impairment | (16,007) | |
Total | 10,507 | |
Net Carrying Amount | $ 10,507 | 35,344 |
Development in progress | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 975 | |
Distribution rights | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in years) | 4 years 6 months | 1 year 4 months 24 days |
Finite-lived intangible assets, gross | $ 32,334 | $ 32,334 |
Accumulated Amortization | (22,518) | (20,882) |
Accumulated Impairment | 0 | |
Total | $ 9,816 | $ 11,452 |
Internally developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in years) | 1 year 8 months 12 days | 2 years 4 months 24 days |
Finite-lived intangible assets, gross | $ 8,918 | $ 8,062 |
Accumulated Amortization | (4,293) | (2,271) |
Accumulated Impairment | (3,972) | |
Total | $ 653 | $ 5,791 |
Other software | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in years) | 3 months 18 days | 1 year 9 months 18 days |
Finite-lived intangible assets, gross | $ 879 | $ 3,166 |
Accumulated Amortization | (841) | (1,592) |
Accumulated Impairment | 0 | |
Total | $ 38 | $ 1,574 |
Acquired developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in years) | 0 years | 4 years 2 months 12 days |
Finite-lived intangible assets, gross | $ 16,200 | $ 35,800 |
Accumulated Amortization | (6,525) | (24,325) |
Accumulated Impairment | (9,675) | |
Total | $ 0 | $ 11,475 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in years) | 0 years | 1 year 7 months 6 days |
Finite-lived intangible assets, gross | $ 10,300 | $ 10,300 |
Accumulated Amortization | (7,940) | (6,223) |
Accumulated Impairment | (2,360) | |
Total | $ 0 | $ 4,077 |
Goodwill and intangible Asset_6
Goodwill and intangible Assets, net - Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization | $ 1,749 | $ 4,157 | $ 8,457 | $ 12,469 |
Depreciation and amortization | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization | 1,320 | 3,513 | 5,459 | 10,538 |
Selling, general and administrative | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization | $ 429 | $ 644 | $ 2,998 | $ 1,931 |
Goodwill and intangible Asset_7
Goodwill and intangible Assets, net - Schedule of Finite-lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 remaining three months | $ 700 |
2024 | 2,567 |
2025 | 2,333 |
2026 | 2,181 |
2027 | 2,181 |
2028 and thereafter | 545 |
Total | $ 10,507 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,894 | $ 505 |
Work in process | 13,490 | 4,933 |
Finished goods | 29,830 | 12,887 |
Total inventories | $ 46,214 | $ 18,325 |
Accruals and other current li_3
Accruals and other current liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Compensation | $ 26,027 | $ 28,014 |
Inventories | 8,376 | 2,312 |
Selling, general and administrative | 7,711 | 9,681 |
Research and development | 5,047 | 9,012 |
Clinical trials | 872 | 1,863 |
Interest expense | 625 | 1,912 |
Other current liabilities | 4,835 | 6,563 |
Total accruals and other current liabilities | $ 53,493 | $ 59,357 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Apr. 30, 2021 option_to_extend_lease_term | Sep. 30, 2023 USD ($) option_to_extend_lease_term | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Number of options to renew (or more) | option_to_extend_lease_term | 1 | |||||
Term of written notice | 18 months | |||||
Purchase obligation, to be paid, year one | $ 30,000 | |||||
Purchase obligation, to be paid, year two | 30,000 | |||||
Purchase obligation, to be paid, year three | $ 30,000 | |||||
Purchase obligation eliminated, year one | $ 23,900 | $ 30,000 | ||||
Purchase obligation eliminated, year two | 30,000 | |||||
Purchase obligation eliminated, year three | $ 30,000 | |||||
Collaborative agreement, number of extension periods | option_to_extend_lease_term | 1 | |||||
Other non-current assets | $ 235 | $ 1,687 | ||||
Other commitment, to be paid, year one | 10,900 | |||||
Other commitment, to be paid, year two | 15,900 | |||||
Other commitment, to be paid, year three | 18,300 | |||||
Other commitment, to be paid, year four | 25,300 | |||||
Other commitment, to be paid, year five | 29,500 | |||||
Other commitment, to be paid, after year five | 134,500 | |||||
PCI Supply Agreement | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Collaborative agreement, contractual period | 3 years | |||||
Other non-current assets | $ 30,900 | |||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Extended term of lease | 7 years | |||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Extended term of lease | 14 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finance lease: | ||||
Amortization of finance lease right-of-use asset | $ 3,297 | $ 3,344 | $ 6,965 | $ 4,502 |
Interest on finance lease liability | 270 | 348 | 1,278 | 2,607 |
Variable lease cost | 62 | 1,134 | 436 | 1,375 |
Total finance lease costs | 3,629 | 4,826 | 8,679 | 8,484 |
Operating leases: | ||||
Operating lease cost | 3,138 | 2,223 | 9,657 | 6,669 |
Variable lease cost | 534 | 423 | 1,589 | 1,288 |
Total operating lease costs | 3,672 | 2,646 | 11,246 | 7,957 |
Total lease costs | $ 7,301 | $ 7,472 | $ 19,925 | $ 16,441 |
Leases - Schedule of Finance Le
Leases - Schedule of Finance Lease and Operating Lease Liability Maturities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Finance Lease | |
2023 remaining three months | $ 5,647 |
2024 | 3,102 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 and thereafter | 0 |
Total lease payments | 8,749 |
Less imputed interest | (139) |
Present value of lease payments | 8,610 |
Operating Leases | |
2023 remaining three months | 5,065 |
2024 | 10,491 |
2025 | 10,854 |
2026 | 11,185 |
2027 | 4,536 |
2028 and thereafter | 28,586 |
Total lease payments | 70,717 |
Less imputed interest | (19,779) |
Present value of lease payments | 50,938 |
Total | |
2023 remaining three months | 10,712 |
2024 | 13,593 |
2025 | 10,854 |
2026 | 11,185 |
2027 | 4,536 |
2028 and thereafter | 28,586 |
Total lease payments | 79,466 |
Less imputed interest | (19,918) |
Present value of lease payments | $ 59,548 |
Leases - Schedule of Remaining
Leases - Schedule of Remaining Lease terms and Discount Rates (Details) | Sep. 30, 2023 |
Finance Leases | |
Weighted-average remaining lease term (year) | 2 years 6 months |
Weighted-average discount rate (percent) | 10.70% |
Operating Leases | |
Weighted-average remaining lease term (year) | 8 years 4 months 24 days |
Weighted average discount rate (percent) | 10% |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash Flow, Lessee [Abstract] | |||
Operating cash flows from operating leases | $ 6,264 | $ 6,259 | |
Operating cash flows from finance lease | 1,280 | 2,541 | |
Financing cash flows from finance lease | 15,513 | 5,000 | |
Right-of-use assets obtained in exchange for lease liabilities | |||
Finance lease | 23,781 | 14,523 | |
Operating leases | 22,694 | $ 0 | |
Operating lease right-of-use assets | 54,810 | $ 39,223 | |
Present value of lease payments | 50,938 | ||
Expansion Premises and Second Expansion Premises | |||
Right-of-use assets obtained in exchange for lease liabilities | |||
Operating lease right-of-use assets | 22,700 | ||
Present value of lease payments | $ 16,200 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Carrying amount of Notes Payable | $ 428,351 | $ 379,374 |
Total debt | 428,351 | 379,374 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Less: Unamortized debt issuance costs | (1,564) | (1,192) |
Carrying amount of Notes Payable | 145,460 | 97,461 |
Notes Payable, current | 1,250 | 0 |
Notes Payable, non-current | 148,750 | 100,000 |
Less: Unamortized debt discount | (2,976) | (1,347) |
Total debt | 145,460 | 97,461 |
2027 Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
2027 Notes, non-current | 287,500 | 287,500 |
Less: Unamortized debt issuance costs | (4,609) | (5,587) |
Carrying amount of Notes Payable | 282,891 | 281,913 |
Total debt | $ 282,891 | $ 281,913 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Contractual interest expense | $ 3,830 | $ 3,454 | $ 10,620 | $ 8,425 |
Amortization of debt issuance costs | 447 | 441 | 1,310 | 1,190 |
Amortization of debt discount | 157 | 98 | 329 | 183 |
Total interest expense | $ 4,434 | $ 3,993 | $ 12,259 | $ 9,798 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) - 2027 Notes - Convertible Debt | 1 Months Ended | |
Feb. 29, 2020 USD ($) $ / shares | Feb. 29, 2020 USD ($) trading_day businessDay $ / shares | |
Debt Instrument [Line Items] | ||
Principal amount | $ | $ 287,500,000 | $ 287,500,000 |
Stated percentage | 1.75% | 1.75% |
Net proceeds | $ | $ 278,300,000 | |
Threshold trading days | 20 | |
Threshold consecutive trading days | 30 | |
Threshold percentage of stock price trigger | 130% | |
Conversion ratio | 0.0308804 | |
Conversion price (in dollars per share) | $ / shares | $ 32.38 | $ 32.38 |
Redemption price, percentage | 100% | |
Debt Conversion Terms One | ||
Debt Instrument [Line Items] | ||
Threshold trading days | 20 | |
Threshold consecutive trading days | 30 | |
Threshold percentage of stock price trigger | 130% | |
Debt Conversion Terms Two | ||
Debt Instrument [Line Items] | ||
Threshold trading days | businessDay | 5 | |
Threshold consecutive trading days | 10 | |
Threshold percentage of stock trading price | 98% |
Debt - Capped Call Transactions
Debt - Capped Call Transactions (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | |
Feb. 10, 2020 | Feb. 29, 2020 | |
Debt Instrument [Line Items] | ||
Payment of capped call transactions | $ 28.9 | |
Price cap (in dollars per share) | $ 48.88 | |
Premium percentage over sale price | 100% | |
Number of shares subject to anti-dilution adjustments (in shares) | 8.9 | |
2027 Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Conversion price (in dollars per share) | $ 32.38 |
Debt - Note Purchase Agreement
Debt - Note Purchase Agreement (Details) $ in Thousands | 1 Months Ended | |||||
Mar. 18, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) | Aug. 31, 2023 USD ($) | Aug. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 428,351 | $ 379,374 | ||||
Note Purchase Agreement | Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 50,000 | |||||
Stated percentage | 7% | |||||
Prepaid fee, percentage | 2% | |||||
Minimum cash balance maintained | $ 30,000 | |||||
Minimum net sales requirement | $ 70,000 | |||||
Debt instrument, debt default, additional interest rate to fixed | 2% | |||||
Note Purchase Agreement | Notes Payable | Minimum | London Interbank Offered Rate (LIBOR) Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Variable rate | 1.50% | |||||
Note Purchase Agreement | Notes Payable | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, trailing twelve months revenue | 50,000 | |||||
Note Purchase Agreement | Notes Payable | Maximum | London Interbank Offered Rate (LIBOR) Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Variable rate | 2.50% | |||||
Note Purchase Agreement | Notes Payable | First Tranche | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 100,000 | $ 100,000 | ||||
Note Purchase Agreement | Notes Payable | First Tranche | Debt Instrument Principal Amortization Period One | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Principal Amortization, Payment Percentage | 0.025 | |||||
Note Purchase Agreement | Notes Payable | First Tranche | Debt Instrument Principal Amortization Period Two | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Principal Amortization, Payment Percentage | 0.050 | |||||
Note Purchase Agreement | Notes Payable | First Tranche | Debt Instrument Principal Amortization Period Three | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Principal Amortization, Payment Percentage | 0.075 | |||||
Note Purchase Agreement | Notes Payable | First Tranche | Debt Instrument Principal Amortization Period Four | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Principal Amortization, Payment Percentage | 0.100 | |||||
Note Purchase Agreement | Notes Payable | Second Tranche | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | 50,000 | |||||
Note Purchase Agreement | Notes Payable | Third Tranche | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 150,000 | |||||
Stated percentage | 8.50% | |||||
2027 Notes | Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 90,000 |
Stockholders_ Equity and Stoc_3
Stockholders’ Equity and Stock-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | |||||
May 10, 2022 | Nov. 30, 2020 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | May 10, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 01, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 100,183,000 | $ 31,814,000 | |||||||
ATM Offering, 2020 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issuance sales agreement, authorized offering price, maximum | $ 125,000,000 | ||||||||
Sale of stock, issuance costs, commission, percentage, maximum | 3% | ||||||||
Stock issued during period, shares, new issues (in shares) | 1,700,000 | ||||||||
Proceeds from issuance of common stock | $ 31,600,000 | ||||||||
ATM Offering, 2020 Plan | Weighted Average | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share price (in dollars per share) | $ 18.71 | ||||||||
ATM Offering, 2022 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issuance sales agreement, authorized offering price, maximum | $ 150,000,000 | $ 47,200,000 | |||||||
Sale of stock, issuance costs, commission, percentage, maximum | 3% | ||||||||
Stock issued during period, shares, new issues (in shares) | 0 | 3,200,000 | 0 | ||||||
Proceeds from issuance of common stock | $ 100,000,000 | ||||||||
ATM Offering, 2022 Plan | Weighted Average | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Price per share (in dollars per share) | $ 31.90 | ||||||||
2014 EIP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, capital shares reserved for future issuance (in shares) | 4,300,000 | 4,300,000 | 3,300,000 | ||||||
2014 IP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, capital shares reserved for future issuance (in shares) | 1,100,000 | 1,100,000 | |||||||
HintMD Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, capital shares reserved for future issuance (in shares) | 100,000 | 100,000 | |||||||
Shares underlying stock options granted (in shares) | 0 | ||||||||
2014 ESPP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, capital shares reserved for future issuance (in shares) | 300,000 | ||||||||
Stock Award | 2014 EIP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares underlying stock options granted (in shares) | 2,500,000 | ||||||||
Share-based Payment Arrangement | 2014 EIP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares underlying stock options granted (in shares) | 200,000 | ||||||||
Employee Stock Option | 2014 IP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares underlying stock options granted (in shares) | 0 | ||||||||
Employee Stock | 2014 ESPP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, capital shares reserved for future issuance (in shares) | 1,800,000 | 1,800,000 |
Stockholders_ Equity and Stoc_4
Stockholders’ Equity and Stock-Based Compensation -Schedule of Common Stock Equivalents Excluded From Computation of Diluted Net Income (Loss) Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net income (loss) per share (in shares) | 8,878,938 | 8,878,938 |
Outstanding 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 (in shares) | 3,886,868 | 4,957,025 |
Outstanding stock options | 2014 Employee Stock Purchase Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net income (loss) per share (in shares) | 118,258 | 188,715 |
Unvested RSUs and PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net income (loss) per share (in shares) | 3,266,886 | 2,690,816 |
Unvested RSAs and PSAs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from computation of diluted net income (loss) per share (in shares) | 949,059 | 2,339,999 |
Stockholders_ Equity and Stoc_5
Stockholders’ Equity and Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense, net of amounts capitalized | $ 10,645 | $ 17,987 | $ 40,274 | $ 41,613 |
Capitalized stock-based compensation | 1,212 | 566 | 2,901 | 682 |
Total stock-based compensation expense | 11,857 | 18,553 | 43,175 | 42,295 |
Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense, net of amounts capitalized | 8,599 | 13,245 | 31,042 | 27,937 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense, net of amounts capitalized | 1,688 | 4,742 | 7,926 | 13,676 |
Cost of product revenue (exclusive of depreciation and amortization) | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense, net of amounts capitalized | $ 358 | $ 0 | $ 1,306 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Instruments (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | $ 282,011 | $ 321,428 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 197,450 | 109,756 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 29,416 | 85,206 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 55,145 | 80,946 |
U.S. government agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 4,480 | |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 41,040 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 226,866 | 199,442 |
Level 1 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 197,450 | 109,756 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 29,416 | 85,206 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 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 | 4,480 | |
Level 1 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 55,145 | 121,986 |
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 | Money market funds | ||
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 | 55,145 | 80,946 |
Level 2 | U.S. government agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | |
Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 41,040 | |
Level 3 | ||
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 | Money market funds | ||
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 | 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 | |
Level 3 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | $ 0 |
Fair Value Measures - Narrative
Fair Value Measures - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Convertible debt, fair value disclosures | $ 232.1 | $ 288.2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Jan. 31, 2020 shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 30, 2022 patent | Dec. 31, 2021 USD ($) | |
Loss Contingencies [Line Items] | |||||||
Purchase obligation, to be paid, year one | $ 30,000,000 | ||||||
Purchase obligation, to be paid, year two | $ 30,000,000 | ||||||
Indemnification liability recorded during the period | $ 0 | $ 0 | |||||
Number of additional alleged patent infringements | patent | 3 | ||||||
Estimated litigation liability | 0 | $ 0 | |||||
Teoxane Agreement | |||||||
Loss Contingencies [Line Items] | |||||||
Issuance of common stock in connection with the teoxane agreement (in shares) | shares | 2,500,000 | ||||||
Collaborative agreement, contractual period | 10 years | ||||||
Collaborative agreement, extended contractual period | 2 years | ||||||
Purchase obligation, to be paid, year one | 40,000,000 | ||||||
Purchase obligation, to be paid, year two | 52,000,000 | ||||||
Minimum expenditures related to commercialization 2023 | 34,000,000 | ||||||
Minimum expenditures related to commercialization 2024 | 36,000,000 | ||||||
Botulinum Toxin Research Associates, Inc. | |||||||
Loss Contingencies [Line Items] | |||||||
Accrued milestone obligations | $ 15,500,000 |
Segment Information - Schedule
Segment Information - Schedule of Reconciliation of Segment Revenue to Consolidated Revenue (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Total revenue | $ 56,776 | $ 29,015 | $ 164,241 | $ 82,644 |
Product Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 54,112 | 27,051 | 154,299 | 78,598 |
Service Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,664 | 1,964 | $ 9,942 | 4,046 |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Intersegment Eliminations | Service Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 700 | $ 400 | $ 2,000 | $ 900 |
Segment Information - Schedul_2
Segment Information - Schedule of Reconciliation of Segment Loss from Operations to Consolidated Loss from Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total loss from operations | $ (139,293) | $ (77,484) | $ (262,824) | $ (197,547) |
Corporate and other expenses | ||||
Segment Reporting Information [Line Items] | ||||
Total loss from operations | (32,092) | (40,961) | (111,493) | (101,571) |
Product Segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total loss from operations | (9,032) | (32,100) | (41,097) | (82,020) |
Service Segment | ||||
Segment Reporting Information [Line Items] | ||||
Impairment | 93,200 | 93,200 | ||
Service Segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total loss from operations | $ (98,169) | $ (4,423) | $ (110,234) | $ (13,956) |