Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-36721 | |
Entity Registrant Name | Coherus BioSciences, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-3615821 | |
Entity Address, Address Line One | 333 Twin Dolphin Drive | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Redwood City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94065 | |
City Area Code | 650 | |
Local Phone Number | 649-3530 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | CHRS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 76,480,152 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001512762 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 329,738 | $ 541,158 |
Investments in marketable securities | 124,683 | |
Trade receivables, net | 141,825 | 157,046 |
Inventory | 39,668 | 44,233 |
Prepaid manufacturing | 15,159 | 19,429 |
Other prepaid and other assets | 8,940 | 5,613 |
Total current assets | 660,013 | 767,479 |
Property and equipment, net | 9,130 | 10,108 |
Inventory, non-current | 56,413 | 47,956 |
Intangible assets | 2,620 | 2,620 |
Goodwill | 943 | 943 |
Other assets, non-current | 10,423 | 12,543 |
Total assets | 739,542 | 841,649 |
Current liabilities: | ||
Accounts payable | 14,568 | 15,201 |
Accrued rebates, fees and reserve | 83,758 | 81,529 |
Accrued compensation | 14,816 | 22,244 |
Accrued and other current liabilities | 54,899 | 26,679 |
Convertible notes due 2022 - current | 80,605 | |
Term Loan - current portion | 11,538 | |
Total current liabilities | 287,052 | 145,653 |
Convertible notes due 2022 | 79,885 | |
Convertible notes due 2026 | 223,655 | 223,029 |
Term loan | 63,420 | 74,481 |
Lease liabilities, non-current | 8,444 | 9,948 |
Other liabilities, non-current | 751 | 1,051 |
Total liabilities | 583,322 | 560,675 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Common stock ($0.0001 par value; shares authorized: 300,000,000; shares issued and outstanding: 76,464,700 and 72,513,348 at June 30, 2021 and December 31, 2020, respectively) | 7 | 7 |
Additional paid-in capital | 1,122,081 | 1,043,991 |
Accumulated other comprehensive loss | (267) | (270) |
Accumulated deficit | (965,601) | (762,754) |
Total stockholders' equity | 156,220 | 280,974 |
Total liabilities and stockholders' equity | 739,542 | 841,649 |
KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC | ||
Current liabilities: | ||
Convertible notes due 2022 - current | $ 26,868 | |
Convertible notes due 2022 | $ 26,628 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Condensed Consolidated Balance Sheets (unaudited) | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 76,464,700 | 72,513,348 |
Common stock, shares outstanding | 76,464,700 | 72,513,348 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||||
Net product revenue | $ 87,643 | $ 135,674 | $ 170,677 | $ 251,854 |
Operating expenses: | ||||
Cost of goods sold | 16,696 | 10,139 | 24,207 | 16,994 |
Research and development | 54,766 | 26,173 | 258,258 | 59,280 |
Selling, general and administrative | 40,345 | 34,052 | 79,736 | 69,402 |
Total operating expenses | 111,807 | 70,364 | 362,201 | 145,676 |
(Loss) income from operations | (24,164) | 65,310 | (191,524) | 106,178 |
Interest expense (includes related party expense of $634 and $622 for the three months ended June 30, 2021 and 2020, respectively; and $1,265 and $1,242 for the six months ended June 30, 2021 and 2020, respectively) | (5,747) | (5,408) | (11,395) | (9,839) |
Other income, net | 11 | 423 | 72 | 491 |
Net (loss) income before income taxes | (29,900) | 60,325 | (202,847) | 96,830 |
Income tax provision | 0 | 1,294 | 0 | 2,227 |
Net (loss) income | $ (29,900) | $ 59,031 | $ (202,847) | $ 94,603 |
Net (loss) income per share: | ||||
Basic | $ (0.40) | $ 0.83 | $ (2.73) | $ 1.33 |
Diluted | $ (0.40) | $ 0.70 | $ (2.73) | $ 1.20 |
Weighted-average number of shares used in computing net (loss) income per share: | ||||
Basic | 75,559,697 | 71,099,773 | 74,203,858 | 70,880,979 |
Diluted | 75,559,697 | 88,660,280 | 74,203,858 | 83,775,353 |
Net Product Revenue. | ||||
Revenue: | ||||
Net product revenue | $ 87,600 | $ 135,700 | $ 170,700 | $ 251,900 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Condensed Consolidated Statements of Operations (unaudited) | ||||
Interest expense from transactions with related party | $ 634 | $ 622 | $ 1,265 | $ 1,242 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Condensed Consolidated Statements of Comprehensive Income (unaudited) | ||||
Net (loss) income | $ (29,900) | $ 59,031 | $ (202,847) | $ 94,603 |
Other comprehensive (loss) income: | ||||
Unrealized gain on available-for-sale securities, net of tax | 40 | 12 | 3 | 12 |
Foreign currency translation adjustments, net of tax | (319) | 0 | 289 | |
Comprehensive (loss) income | $ (29,860) | $ 58,724 | $ (202,844) | $ 94,904 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss)Cumulative translation adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Cumulative translation adjustment | Total |
Beginning Balances at Dec. 31, 2019 | $ 7 | $ 1,000,763 | $ 608 | $ (558) | $ (894,998) | $ 608 | $ 105,214 |
Beginning Balances (in shares) at Dec. 31, 2019 | 70,366,661 | ||||||
Issuance of common stock upon exercise of stock options | 4,438 | 4,438 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 421,850 | ||||||
Issuance of common stock upon vesting of restricted stock units (RSUs) (in shares) | 10,000 | ||||||
Issuance of common stock under the employee stock purchase plan ("ESPP") | 2,378 | 2,378 | |||||
Issuance of common stock under the employee stock purchase plan ("ESPP") (in shares) | 134,099 | ||||||
Taxes paid related to net share settlement of bonus payout in RSUs | (880) | (880) | |||||
Taxes paid related to net share settlement of RSUs (in shares) | (49,616) | ||||||
Stock-based compensation expense | 9,945 | 9,945 | |||||
Net (loss) income | 35,572 | 35,572 | |||||
Ending Balances at Mar. 31, 2020 | $ 7 | 1,016,644 | (319) | 50 | (859,426) | (319) | 157,275 |
Ending Balances (in shares) at Mar. 31, 2020 | 70,882,994 | ||||||
Beginning Balances at Dec. 31, 2019 | $ 7 | 1,000,763 | 608 | (558) | (894,998) | 608 | 105,214 |
Beginning Balances (in shares) at Dec. 31, 2019 | 70,366,661 | ||||||
Cumulative translation adjustment | 289 | ||||||
Net (loss) income | 94,603 | ||||||
Ending Balances at Jun. 30, 2020 | $ 7 | 1,014,022 | (257) | (800,395) | 213,377 | ||
Ending Balances (in shares) at Jun. 30, 2020 | 71,353,205 | ||||||
Beginning Balances at Mar. 31, 2020 | $ 7 | 1,016,644 | $ (319) | 50 | (859,426) | $ (319) | 157,275 |
Beginning Balances (in shares) at Mar. 31, 2020 | 70,882,994 | ||||||
Issuance of common stock upon exercise of stock options | 3,305 | 3,305 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 289,241 | ||||||
Issuance of common stock under the employee stock purchase plan ("ESPP") | 2,557 | 2,557 | |||||
Issuance of common stock under the employee stock purchase plan ("ESPP") (in shares) | 180,970 | ||||||
Stock-based compensation expense | 9,686 | 9,686 | |||||
Purchase of capped call options related to convertible notes due 2026 | (18,170) | (18,170) | |||||
Unrealized loss in marketable securities | 12 | 12 | |||||
Cumulative translation adjustment | (319) | ||||||
Net (loss) income | 59,031 | 59,031 | |||||
Ending Balances at Jun. 30, 2020 | $ 7 | 1,014,022 | (257) | (800,395) | 213,377 | ||
Ending Balances (in shares) at Jun. 30, 2020 | 71,353,205 | ||||||
Beginning Balances at Dec. 31, 2020 | $ 7 | 1,043,991 | (270) | (762,754) | $ 280,974 | ||
Beginning Balances (in shares) at Dec. 31, 2020 | 72,513,348 | 72,513,348 | |||||
Issuance of common stock upon exercise of stock options | 4,429 | $ 4,429 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 451,883 | ||||||
Issuance of common stock upon vesting of restricted stock units (RSUs) (in shares) | 252,846 | ||||||
Taxes paid related to net share settlement of bonus payout in RSUs | (1,730) | (1,730) | |||||
Taxes paid related to net share settlement of RSUs (in shares) | (95,169) | ||||||
Stock-based compensation expense | 16,982 | 16,982 | |||||
Unrealized loss in marketable securities | (37) | (37) | |||||
Net (loss) income | (172,947) | (172,947) | |||||
Ending Balances at Mar. 31, 2021 | $ 7 | 1,063,672 | (307) | (935,701) | 127,671 | ||
Ending Balances (in shares) at Mar. 31, 2021 | 73,122,908 | ||||||
Beginning Balances at Dec. 31, 2020 | $ 7 | 1,043,991 | (270) | (762,754) | $ 280,974 | ||
Beginning Balances (in shares) at Dec. 31, 2020 | 72,513,348 | 72,513,348 | |||||
Cumulative translation adjustment | $ 0 | ||||||
Net (loss) income | (202,847) | ||||||
Ending Balances at Jun. 30, 2021 | $ 7 | 1,122,081 | (267) | (965,601) | $ 156,220 | ||
Ending Balances (in shares) at Jun. 30, 2021 | 76,464,700 | 76,464,700 | |||||
Beginning Balances at Mar. 31, 2021 | $ 7 | 1,063,672 | (307) | (935,701) | $ 127,671 | ||
Beginning Balances (in shares) at Mar. 31, 2021 | 73,122,908 | ||||||
Issuance of common stock upon exercise of stock options | 4,009 | 4,009 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 686,145 | ||||||
Issuance of common stock upon vesting of restricted stock units (RSUs) (in shares) | 9,334 | ||||||
Issuance of common stock to Shanghai Junshi Biosciences Ltd. ("Junshi Biosciences"), net of issuance costs | 40,903 | 40,903 | |||||
Issuance of common stock to Shanghai Junshi Biosciences Ltd. ("Junshi Biosciences"), net of issuance costs (in shares) | 2,491,988 | ||||||
Issuance of common stock under the employee stock purchase plan ("ESPP") | 1,985 | 1,985 | |||||
Issuance of common stock under the employee stock purchase plan ("ESPP") (in shares) | 154,325 | ||||||
Stock-based compensation expense | 11,512 | 11,512 | |||||
Unrealized loss in marketable securities | 40 | 40 | |||||
Net (loss) income | (29,900) | (29,900) | |||||
Ending Balances at Jun. 30, 2021 | $ 7 | $ 1,122,081 | $ (267) | $ (965,601) | $ 156,220 | ||
Ending Balances (in shares) at Jun. 30, 2021 | 76,464,700 | 76,464,700 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net (loss) income | $ (202,847) | $ 94,603 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,726 | 1,355 |
Stock-based compensation expense | 28,479 | 18,980 |
Write-off of prepaid manufacturing services related to the termination of CHS-2020 | 3,210 | |
Non-cash accretion of discount on marketable securities | 649 | |
Non-cash interest expense from amortization of debt discount | 2,064 | 1,523 |
Non-cash operating lease expense | 1,066 | 1,038 |
Other non-cash adjustments | 181 | 326 |
Changes in operating assets and liabilities: | ||
Trade receivables, net | 15,243 | (30,677) |
Inventory | (3,860) | (25,236) |
Prepaid manufacturing | 2,335 | (5,577) |
Other prepaid, current and non-current assets | (3,556) | (2,222) |
Accounts payable | (773) | (5,132) |
Accrued rebates, fees and reserves | 2,229 | 15,109 |
Accrued compensation | (7,428) | (2,863) |
Accrued and other current and non-current liabilities | 26,461 | 7,441 |
Net cash provided by operating activities | 1,179 | 73,668 |
Investing activities | ||
Purchases of property and equipment | (560) | (4,167) |
Proceeds from disposal of property and equipment | 167 | |
Purchases of investments in marketable securities | (140,330) | (231,864) |
Proceeds from maturities of investments in marketable securities | 15,000 | |
Net cash used in investing activities | (261,890) | (240,864) |
Financing activities | ||
Proceeds from issuance of Convertible Notes due 2026, net of issuance costs | 222,830 | |
Purchase of capped call options related to Convertible Notes due 2026 | (18,170) | |
Proceeds from issuance of common stock to Junshi Biosciences, net of issuance costs | 40,903 | |
Proceeds from issuance of common stock upon exercise of stock options | 8,446 | 8,105 |
Proceeds from purchase under the employee stock purchase plan | 1,985 | 2,557 |
Taxes paid related to net share settlement of RSUs | (1,730) | (880) |
Other immaterial financing activities | (313) | (97) |
Net cash provided by financing activities | 49,291 | 214,345 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (211,420) | 47,149 |
Cash, cash equivalents and restricted cash at beginning of period | 541,598 | 177,908 |
Cash, cash equivalents and restricted cash at end of period | 330,178 | 225,057 |
Supplemental disclosure of cash flow information | ||
Non-cash bonus payment settled in common stock | 1,498 | |
Right-of-use assets obtained in exchange for lease obligations related to operating leases | 1,388 | |
Right-of-use assets obtained in exchange for lease obligations related to finance leases | 342 | 1,528 |
Junshi Biosciences | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Upfront license fee payment | 136,000 | |
Investing activities | ||
Upfront license fee payment | $ (136,000) | |
Innovent | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Upfront license fee payment | 5,000 | |
Investing activities | ||
Upfront license fee payment | $ (5,000) |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Organization Coherus BioSciences, Inc. (the “Company” or “Coherus”) is a commercial-stage biotherapeutics company focused on the biosimilar and immuno-oncology market primarily in the United States. The Company’s headquarters and laboratories are located in Redwood City, California and in Camarillo, California, respectively. The Company’s product pipeline comprises four drugs, CHS-1420 (an adalimumab (Humira) biosimilar), a ranibizumab (Lucentis) biosimilar in-licensed for U.S. and Canadian commercial rights from Bioeq AG, a bevacizumab (Avastin) biosimilar in-licensed for U.S. commercial rights from Innovent Biologics (Suzhou) Co., Ltd. and toripalimab, an anti-PD-1 antibody being developed in collaboration with Shanghai Junshi Biosciences Co., Ltd. The Company commercializes UDENYCA® (pegfilgrastim-cbqv), a biosimilar to Neulasta, a long-acting granulocyte-colony stimulating factor, in the United States. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Coherus and its wholly-owned subsidiaries. Unless otherwise specified, references to the Company are references to Coherus and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring accruals that the Company believes are necessary to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim-period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 25, 2021. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities when these values are not readily apparent from other sources. Accounting estimates and judgements are inherently uncertain and the actual results could differ from these estimates. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets which, in aggregate, represent the amount reported in the condensed consolidated statements of cash flows (in thousands): Six Months Ended June 30, 2021 2020 At beginning of period: Cash and cash equivalents $ 541,158 $ 177,668 Restricted cash - non-current 440 240 Total cash, cash equivalents and restricted cash $ 541,598 $ 177,908 At end of period: Cash and cash equivalents $ 329,738 $ 224,617 Restricted cash - non-current 440 440 Total cash, cash equivalents and restricted cash $ 330,178 $ 225,057 Restricted cash – non-current consists of deposits for letter of credits that the Company has provided to secure its obligations under certain facility and other leases. Investments in Marketable Securities Investments in marketable securities primarily consist of corporate debt obligations and commercial paper. Management determines the appropriate classification of investments in marketable securities at the time of purchase based upon management’s intent with regards to such investment and reevaluates such designation as of each balance sheet date. The Company’s investment policy requires that it only invests in highly rated securities and limit its exposure to any single issuer. All investments in debt marketable securities are held as “available-for-sale” and are carried at the estimated fair value as determined based upon quoted market prices or pricing models for similar securities. The Company classifies investments in marketable securities as short-term when they have remaining contractual maturities of one year or less from the balance sheet date. Unrealized gains and losses on available-for-sale securities are reported as a component of accumulated comprehensive income (loss), with the exception of unrealized losses believed to be related to credit losses, if any, which are recognized in earnings in the period the impairment occurs. Impairment assessments are made at the individual security level each reporting period. When the fair value of an investment is less than its cost at the balance sheet date, a determination is made as to whether the impairment is related to a credit loss and, if it is, the portion of the impairment relating to credit loss is recorded as an allowance through net income. Realized gains and losses and declines in value, if any, on available-for-sale securities are included in other income, net, based on the specific identification method. Trade Receivables Trade receivables are recorded net of allowances for chargebacks, chargeback prepayments, cash discounts for prompt payment and credit losses. The Company estimates an allowance for expected credit losses by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. The corresponding expense for the credit loss allowance is reflected in selling, general and administrative expenses. The credit loss allowance was immaterial as of June 30, 2021. Recent Accounting Pronouncements The following are the recent accounting pronouncements adopted by the Company in 2021: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In October 2020, the FASB issued ASU 2020-10, Codification Improvements The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or that no material effect is expected on the condensed consolidated financial statements as a result of future adoption. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 2. Fair Value Measurements Financial assets and liabilities are recorded at fair value. The carrying amounts of certain of the Company’s financial instruments, including cash, cash equivalents, restricted cash, investments in marketable securities, accounts receivable, accounts payable and other current liabilities approximate their fair value due to their short maturities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The accounting guidance describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable. These levels of inputs are the following: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s financial instruments consist of Level 1 and Level 2 assets, and Level 3 liabilities. Where quoted prices are available in an active market, securities are classified as Level 1. Level 1 assets consist of highly liquid money market funds that are included in cash and cash equivalents, and restricted cash. The unrealized gains and losses in the Company’s investments in these money market funds were immaterial. When quoted market prices are not available for the specific security, then the Company estimates the fair value by using quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to, benchmark yields, interest rate curves, reported trades, broker/dealer quotes and market reference data. Level 2 assets consist of corporate notes and commercial paper. Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for the asset. In certain cases where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3. Level 3 liabilities consist of the contingent consideration. There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): Fair Value Measurements June 30, 2021 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 326,911 $ 326,911 $ — $ — Restricted cash (money market funds) 440 440 — — Corporate notes and Commercial paper 124,683 — 124,683 — Total financial assets $ 452,034 $ 327,351 $ 124,683 $ — Financial Liabilities: Contingent consideration $ 102 $ — $ — $ 102 Fair Value Measurements December 31, 2020 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 538,673 $ 538,673 $ — $ — Restricted cash (money market funds) 440 440 — — Total financial assets $ 539,113 $ 539,113 $ — $ — Financial Liabilities: Contingent consideration $ 102 $ — $ — $ 102 Cash equivalents, marketable securities and restricted cash, consisted of the following (in thousands): June 30, 2021 Cost Unrealized Gain Unrealized (Loss) Fair Value Money market funds $ 326,911 $ — $ — $ 326,911 Classified as cash equivalents $ 326,911 $ — $ — $ 326,911 Corporate notes and Commercial paper $ 124,680 $ 3 $ — $ 124,683 Classified as marketable securities $ 124,680 $ 3 $ — $ 124,683 Money market funds $ 440 $ — $ — $ 440 Classified as restricted cash $ 440 $ — $ — $ 440 December 31, 2020 Cost Unrealized Gain Unrealized (Loss) Fair Value Money market funds $ 538,673 $ — $ — $ 538,673 Classified as cash equivalents $ 538,673 $ — $ — $ 538,673 Money market funds $ 440 $ — $ — $ 440 Classified as restricted cash $ 440 $ — $ — $ 440 1.5% Convertible Notes due 2026 were determined by prices observed in considered to be level 2 inputs. Among other factors, these market prices are influenced by interest rates, the Company’s stock price and price volatility. The estimated fair value of the Convertible Notes due 2026 was approximately (par value $230.0 million) as of June 30, 2021 and December 31, 2020, respectively. 8.2% Convertible Notes due 2022 The estimated fair values of the 8.2% Convertible Senior Notes due 2022 issued by the Company in February 2016 (see Note 7) for the periods presented were determined using an income approach that incorporates a single factor binomial lattice model, and is therefore considered to be Level 3 inputs. This lattice model incorporates the terms and conditions of the convertible notes and market-based risk measurements that are indirectly observable, such as credit risk. The estimated fair value is based on changes in the price of the underlying common shares over successive periods of time. An estimated yield based on market data is used to discount straight-debt cash flows. The estimated fair value of the 8.2% Convertible Senior Notes due 2022 was approximately $109.0 million and $113.7 million (par value $100.0 million) as of June 30, 2021 and December 31, 2020, respectively. Term Loan The principal amount outstanding under the Company’s Term Loan (see Note 7) of $75 million as of June 30, 2021 is subject to variable interest rate, which is based on a fixed percentage plus three month LIBOR (“LIBOR”), and as such, the Company believes the carrying amount of these obligations approximates fair value. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2021 | |
Inventory | |
Inventory | 3. Inventory Inventory consisted of the following (in thousands): June 30, December 31, 2021 2020 Raw Materials $ 4,922 $ 5,205 Work in process 47,086 43,952 Finished goods 44,073 43,032 Total $ 96,081 $ 92,189 Inventory expected to be sold more than twelve months from the balance sheet date is classified as inventory, non-current on the condensed consolidated balance sheets. As of June 30, 2021 and December 31, 2020, the non-current portion of inventory consisted of raw materials, work in process and a portion of finished goods. The following tables presents the inventory balance sheet classifications (in thousands): June 30, December 31, 2021 2020 Inventory $ 39,668 $ 44,233 Inventory, non-current 56,413 47,956 Total $ 96,081 $ 92,189 Prepaid manufacturing of $15.2 million as of June 30, 2021 includes prepayments of $11.3 million to a contract manufacturing organization (“CMO”) for manufacturing services for UDENYCA®, which the Company expects to be converted into inventory within the next twelve months; and prepayments of $3.9 million to various CMOs for other research and development pipeline programs. Prepaid manufacturing of $19.4 million as of December 31, 2020 included prepayments of $8.9 million to a CMO for manufacturing services for UDENYCA®; and prepayments of $10.5 million to various CMOs for other research and development pipeline programs. Other Assets, non-current Other Assets, non-current In February 2021, the Company announced the discontinuation of the development of CHS-2020, a biosimilar of Eylea® as part of a realignment of research and development resources toward other development programs. As part of the discontinuation, the Company wrote-off prepaid manufacturing services not deemed to have any probable future benefits resulting in the recognition of an impairment charge of $3.2 million within research and development expenses on the Company’s first quarter condensed consolidated statement of operations. Also during the first quarter of 2021, the Company recognized an expense of $8.3 million within research and development expenses on its condensed consolidated statement of operations in connection with the cancellation of open purchase orders with various vendors related to CHS-2020 development. No expense relating to the discontinuation of CHS-2020 was recognized in the second quarter of 2021. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2021 | |
Balance Sheet Components | |
Balance Sheet Components | 4. Balance Sheet Components Property and Equipment, Net Property and equipment, net are as follows (in thousands): June 30, December 31, 2021 2020 Machinery and equipment $ 13,876 $ 13,301 Computer equipment and software 4,029 3,996 Furniture and fixtures 1,274 1,268 Leasehold improvements 5,942 5,830 Finance lease right of use assets 2,160 1,451 Construction in progress — 312 Total property and equipment 27,281 26,158 Accumulated depreciation and amortization (18,151) (16,050) Property and equipment, net $ 9,130 $ 10,108 Depreciation and amortization expense was $0.9 million and $1.7 million for the three and six months ended June 30, 2021, respectively, and $0.7 million and $1.4 million for the three and six months ended June 30, 2020, respectively. Accrued and Other Current Liabilities Accrued and other current liabilities are summarized as follows (in thousands): June 30, December 31, 2021 2020 Accrued clinical and manufacturing $ 25,927 $ 11,365 Accrued co-development costs for toripalimab 15,452 — Accrued other 10,108 12,182 Lease liabilities, current 3,412 3,132 Total Accrued and other current liabilities $ 54,899 $ 26,679 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue | |
Revenue | 5. Revenue The Company recorded net product revenue of $87.6 million and $170.7 million during the three and six months ended June 30, 2021, respectively, and $135.7 million and $251.9 million during the three and six months ended June 30, 2020, respectively. Revenue by significant customer was as follows: Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 McKesson Corporation 39 % 37 % 39 % 39 % AmeriSource-Bergen Corporation 38 % 38 % 38 % 37 % Cardinal Health, Inc. 22 % 23 % 21 % 22 % Others 1 % 2 % 2 % 2 % Total revenue 100 % 100 % 100 % 100 % Product Sales Discounts and Allowances The activities and ending reserve balances for each significant category of discounts and allowances, which constitute variable consideration, were as follows (in thousands): Six Months Ended June 30, 2021 Chargebacks Other Fees, and Discounts Co-pay for Prompt Assistance Payment Rebates and Returns Total Balance at December 31, 2020 $ 40,580 $ 54,058 $ 28,760 $ 123,398 Provision related to sales made in: Current period 237,745 61,190 50,039 348,974 Prior period (2,850) (1,890) (2,818) (7,558) Payments and customer credits issued (247,641) (52,213) (50,726) (350,580) Balance at June 30, 2021 $ 27,834 $ 61,145 $ 25,255 $ 114,234 Six Months Ended June 30, 2020 Chargebacks Other Fees, and Discounts Co-pay for Prompt Assistance Payment Rebates and Returns Total Balance at December 31, 2019 $ 35,159 $ 27,494 $ 24,494 $ 87,147 Provision related to sales made in: Current period 208,917 49,245 58,645 316,807 Prior period (159) (3,287) (6,108) (9,554) Payments and customer credits issued (219,040) (31,732) (51,403) (302,175) Balance at June 30, 2020 $ 24,877 $ 41,720 $ 25,628 $ 92,225 Government and other chargebacks payable to our direct customers and discounts for prompt payment are recorded as a reduction in trade receivables, and the remaining reserve balances are classified as current liabilities on the accompanying unaudited condensed consolidated balance sheets. |
Licensing Arrangements
Licensing Arrangements | 6 Months Ended |
Jun. 30, 2021 | |
Licensing Arrangements | |
Licensing Arrangements | 6. Shanghai Junshi Biosciences, Co., Ltd. On February 1, 2021, the Company entered into an Exclusive License and Commercialization Agreement (the “Collaboration Agreement”) with Junshi Biosciences for the co-development and commercialization of toripalimab, Junshi Biosciences’ anti-PD-1 antibody, in the United States and Canada. Under the terms of the Collaboration Agreement, the Company paid $150.0 million upfront for exclusive rights to toripalimab in the United States and Canada, options in these territories to Junshi Biosciences’ anti-TIGIT antibody and next-generation engineered IL-2 cytokine, and certain negotiation rights to two undisclosed preclinical immuno-oncology drug candidates. The Company will have the right to conduct all commercial activities of toripalimab in the United States and Canada. The Company will be obligated to pay Junshi Biosciences a 20% royalty on net sales of toripalimab and up to an aggregate $380.0 million in one-time payments for the achievement of various regulatory and sales milestones. If the Company exercises its options, it will be obligated to pay an option exercise fee for each of the anti-TIGIT antibody and the IL-2 cytokine of $35.0 million per program. Additionally, for each exercised option, the Company will be obligated to pay Junshi Biosciences an 18% royalty on net sales and up to an aggregate $255.0 million for the achievement of various regulatory and sales milestones. Under the Collaboration Agreement, the Company retains the right to collaborate in the development of toripalimab and the other licensed compounds and will pay for a portion of these co- development activities up to a maximum of $25.0 million per licensed compound per year. The Company is responsible for certain associated regulatory and technology transfer costs for toripalimab and other licensed compounds and will reimburse such costs reasonably incurred by Junshi Biosciences. The Company recognized research and development expense of $15.5 million and $22.2 million in the condensed consolidated statement of operations for the three and six months ended June 30, 2021, respectively, and recognized $15.5 million in accrued and other current liabilities on the condensed consolidated balance sheet as of June 30, 2021 related to the co-development activities. The Company accounted for the licensing transaction as an asset acquisition under the relevant accounting rules. The Company recorded research and development expense of $145.0 million during the first quarter of 2021, related to the upfront payment for exclusive rights to toripalimab in the United States and Canada. The Company had entered into a Right of First Negotiation agreement with Junshi Biosciences and paid a fee of $5.0 million which was fully expensed as research and development expense in the fourth quarter of 2020. The Right of First Negotiation fee was fully credited against the total upfront license fee obligation under the collaboration agreement. As of June 30, 2021, the Company did not have any outstanding milestone or royalty payment obligations to Junshi Biosciences. The additional milestone payments, option fees for additional anti-TIGIT antibodies and the IL-2 cytokines and royalties are contingent upon future events and, therefore, will be recorded when it is probable that a milestone will be achieved, option fees will be incurred or when royalties are due. In connection with the Collaboration Agreement, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Junshi Biosciences agreeing, subject to customary conditions, to acquire certain equity interests in the Company. Pursuant to the Stock Purchase Agreement, on April 16, 2021, the Company issued 2,491,988 unregistered shares of its common stock to Junshi Biosciences, at a price per share of $20.0643, for an aggregate value of approximately $50.0 million cash. Under the terms of the Stock Purchase Agreement, Junshi Biosciences is not permitted to sell, transfer, make any short sale of, or grant any option for the sale of the common stock for the two-year period following its effective date. The Collaboration Agreement and the Stock Purchase Agreement were negotiated concurrently and were therefore evaluated as a single agreement. The Company used the “Finnerty” and “Asian put” valuation models and determined the fair value for the discount for lack of marketability (“DLOM”) was $9.0 million. The fair value of the DLOM was included as an offset against the research and development expense in the condensed consolidated statement of operations for the three and six months ending June 30, 2021. Innovent Biologics (Suzhou) Co., Ltd. Innovent will supply the Innovent Licensed Products to the Company in accordance with a manufacturing and supply agreement to be executed by the parties. Under the License Agreement, the Company acquired the right to require Innovent to perform technology transfer for the manufacturing of the Innovent Licensed Products in the Territory and, upon completion of such technology transfer, the Company will have the exclusive right to manufacture the Innovent Licensed Products in the Territory. Under the License Agreement, the Company committed to pay Innovent a $5.0 million upfront payment and an aggregate of up to $40.0 million in milestone payments in connection with the achievement of certain development, regulatory and sales milestones with respect to the bevacizumab Licensed Product and, if the Company’s option is exercised, an aggregate of up to $40.0 million in milestone payments in connection with the achievement of certain development, regulatory and sales milestones with respect to the rituximab Licensed Product. The Company will share a percentage of net sales of Innovent Licensed Products with Innovent in the mid-teens to low twenty percent The additional milestone payments, option fee for licensing of rituximab (Rituxan®), manufacturing technology transfer fee and royalties are contingent upon future events and, therefore, will be recorded when such payments become probable. |
Convertible Notes and Term Loan
Convertible Notes and Term Loan | 6 Months Ended |
Jun. 30, 2021 | |
Convertible Notes and Term Loan | |
Convertible Notes and Term Loan | 7. Convertible Notes and Term Loan 1.5% Convertible Senior Subordinated Notes due 2026 In April 2020, the Company issued and sold $230.0 million aggregate principal amount of its 1.5% Convertible Senior Subordinated notes due 2026 (the “2026 Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the offering were $222.2 million after deducting initial purchasers’ fees and offering expenses. The 2026 Convertible Notes are general unsecured obligations and will be subordinated to the Company’s designated senior indebtedness (as defined in the indenture for the 2026 Convertible Notes) and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables At any time before the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their 2026 Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 51.9224 shares of common stock per $1,000 principal amount of the 2026 Convertible Notes, which represents an initial conversion price of approximately $19.26 per share of common stock. The initial conversion price represents a premium of approximately 30.0% over the last reported sale of $14.815 per share of the Company’s common stock on the Nasdaq Global Market on April 14, 2020, the date the 2026 Convertible Notes were issued. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. If a “make-whole fundamental change” (as defined in the indenture for the 2026 Convertible Notes) occurs, the Company will, in certain circumstances, increase the conversion rate for a specified period of time for noteholders who convert their 2026 Convertible Notes in connection with that make-whole fundamental change. The 2026 Convertible Notes are not redeemable at the Company’s election before maturity. If a “fundamental change” (as defined in the indenture for the 2026 Convertible Notes) occurs, then, subject to a limited exception, noteholders may require the Company to repurchase their 2026 Convertible Notes for cash. The repurchase price will be equal to the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The 2026 Convertible Notes have customary provisions relating to the occurrence of “events of default” (as defined in the indenture for the 2026 Convertible Notes). The occurrence of such events of default could result in the acceleration of all amounts due under the 2026 Convertible Notes. As of June 30, 2021, the Company was in full compliance with these covenants and there were no events of default under the 2026 Convertible Notes. The 2026 Convertible Notes are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options Contracts in Entity’s Own Equity Capped Call Transactions In connection with the pricing of the 2026 Convertible Notes, the Company also paid $18.2 million to enter into privately negotiated capped call transactions with one or a combination of the initial purchasers, their respective affiliates and other financial institutions (the “option counterparties”). The capped call transactions are generally expected to reduce the potential dilution upon conversion of the 2026 Convertible Notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the 2026 Convertible Notes, and is subject to anti-dilution adjustments generally similar to those applicable to the conversion rate of the 2026 Convertible Notes. The cap price of the capped call transactions will initially be $25.9263 per share, which represents a premium of approximately 75.0% over the last reported sale price of the Company’s common stock of $14.815 per share on April 14, 2020, and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions are accounted for as separate transactions from the 2026 Convertible Notes and classified as equity instruments. Therefore, the total $18.2 million capped call premium paid was recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets. The Company incurred $0.9 million of debt issuance costs relating to the issuance of the 2026 Convertible Notes, which were recorded as a reduction to the notes on the condensed consolidated balance sheets. The debt issuance costs are being amortized and recognized as additional interest expense over the six-year contractual term of the notes using the effective interest rate method. The following table summarizes components of the 2026 Convertible Notes (in thousands): June 30, December 31, 2021 2020 Principal amount of the 2026 Convertible Notes $ 230,000 $ 230,000 Unamortized debt discount and debt issuance costs (6,345) (6,971) Total 2026 Convertible Notes $ 223,655 $ 223,029 If the 2026 Convertible Notes were to be converted on June 30, 2021, the holders of the 2026 Convertible Notes would receive common shares with an aggregate value of $165.2 million based on the Company’s closing stock price of $13.83 as of June 30, 2021. The following table presents the components of interest expense related to 2026 Convertible Notes (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Stated coupon interest $ 862 $ 709 $ 1,725 $ 709 Accretion of debt discount and debt issuance costs 314 253 626 253 Total interest expense $ 1,176 $ 962 $ 2,351 $ 962 The remaining unamortized debt discount and debt offering costs related to the Company’s 2026 Convertible Notes of approximately $6.3 million as of June 30, 2021, will be amortized using the effective interest rate over the remaining term of the 2026 Convertible Notes of 4.8 years. The annual effective interest rate is 2.11% for the 2026 Convertible Notes. Future payments on the 2026 Convertible Notes as of June 30, 2021 are as follows (in thousands): Year ending December 31, Remainder of 2021 $ 1,725 2022 3,450 2023 3,450 2024 3,450 2025 and beyond 235,175 Total minimum payments 247,250 Less amount representing interest (17,250) 2026 Convertible Notes, principal amount 230,000 Less debt discount and debt issuance costs on 2026 Convertible Notes (6,345) Net carrying amount of 2026 Convertible Notes $ 223,655 8.2% Convertible Notes due 2022 On February 29, 2016, the Company issued and sold $100.0 million aggregate principal amount of its 8.2% Convertible Senior Notes (the “2022 Convertible Notes”). The 2022 Convertible Notes constitute general, senior unsubordinated obligations of the Company and are guaranteed by certain subsidiaries of the Company. The 2022 Convertible Notes bear interest at a fixed coupon rate of 8.2% per annum payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on March 31, 2016, and will mature on March 31, 2022, unless earlier converted, redeemed or repurchased. The 2022 Convertible Notes also bear a premium of 9% of their principal amount, which is payable when the 2022 Convertible Notes mature or are repurchased or redeemed by the Company. The 2022 Convertible Notes were issued to Healthcare Royalty Partners III, L.P., for $75.0 million in aggregate principal amount, and to three related party investors, KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC, for $20.0 million, $4.0 million, and $1.0 million, respectively, in aggregate principal amount. At any time before the close of business on the business day immediately preceding March 31, 2022 , the 2022 Convertible Note noteholders may convert their 2022 Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 44.7387 shares of common stock per $1,000 principal amount of the 2022 Convertible Notes, which represents an initial conversion price of approximately $22.35 per share of common stock. The initial conversion price represents a 60% premium over the average last reported sale price of our common stock over the 15 trading days preceding the date the 2022 Convertible Notes were issued. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. The 2022 Convertible Notes are redeemable in whole, and not in part, at the Company’s option with effect from March 31, 2020, if the last reported sale price per share of common stock exceeds 160% of the conversion price on 20 or more trading days during the 30 consecutive trading days preceding the date on which the Company sends notice of such redemption to the holders of the 2022 Convertible Notes. At maturity or redemption, if not earlier converted, the Company will pay 109% of the principal amount of the 2022 Convertible Notes maturing or being redeemed, together with accrued and unpaid interest, in cash. The 2022 Convertible Notes contain customary negative covenants and events of default, the occurrence of which could result in the acceleration of all amounts due under the 2022 Convertible Note. As of June 30, 2021, the Company was in full compliance with these covenants and there were no events of default under the 2022 Convertible Notes. The 2022 Convertible Notes are accounted for in accordance with ASC 470-20. Pursuant to ASC 470-20, the Company evaluated the features embedded in the 2022 Convertible Notes and concluded that the embedded features do not meet the requirements for bifurcation, and therefore do not need to be separately accounted for as an equity component. The following table summarizes components of the 2022 Convertible Notes (in thousands): June 30, December 31, 2021 2020 Principal amount of the 2022 Convertible Notes $ 81,750 $ 81,750 Unamortized debt discount and debt issuance costs (1,145) (1,865) 2022 Convertible Notes $ 80,605 $ 79,885 Principal amount of the 2022 Convertible Notes - related parties $ 27,250 $ 27,250 Unamortized debt discount and debt issuance costs - related parties (382) (622) 2022 Convertible Notes - related parties $ 26,868 $ 26,628 Total 2022 Convertible Notes $ 107,473 $ 106,513 The 2022 Convertible Notes and the 2022 Convertible Notes – related parties were classified in current liabilities as of June 30, 2021 and in non-current liabilities as of December 31, 2020 on the condensed consolidated balance sheets. If the 2022 Convertible Notes were to be converted on June 30, 2021, the holders of the 2022 Convertible Notes would receive common shares with an aggregate value of $61.9 million based on the Company’s closing stock price of $13.83 as of June 30, 2021. The following table presents the components of interest expense related to 2022 Convertible Notes (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Stated coupon interest $ 1,537 $ 1,538 $ 3,075 $ 3,076 Accretion of debt discount and debt issuance costs 364 332 720 656 Interest expense $ 1,901 $ 1,870 $ 3,795 $ 3,732 Stated coupon interest - related parties $ 513 $ 512 $ 1,025 $ 1,024 Accretion of debt discount and debt issuance costs - related parties 121 110 240 218 Interest expense - related parties $ 634 $ 622 $ 1,265 $ 1,242 Total interest expense $ 2,535 $ 2,492 $ 5,060 $ 4,974 The remaining unamortized debt discount and debt offering costs related to the 2022 Convertible Notes of approximately $1.5 million as of June 30, 2021, will be amortized using the effective interest rate over the remaining term of the 2022 Convertible Notes of nine months. The annual effective interest rate is 9.48% for the 2022 Convertible Notes. Future payments on the 2022 Convertible Notes as of June 30, 2021 are as follows (in thousands): Year ending December 31, Remainder of 2021 $ 4,100 2022 111,050 Total minimum payments 115,150 Less amount representing interest (6,150) 2022 Convertible Notes, principal amount 109,000 Less debt discount and debt issuance costs on 2022 Convertible Notes (1,527) Net carrying amount of 2022 Convertible Notes $ 107,473 Term Loan On January 7, 2019 (“the “Term Loan Closing Date”), the Company entered into a credit agreement (the “Term Loan”) with affiliates of Healthcare Royalty Partners (together, the “Lender”). The Term Loan consists of a six-year term loan facility for an aggregate principal amount of $75.0 million (the “Borrowings”). The obligations of the Company under the loan documents are guaranteed by the Company’s material domestic U.S. subsidiaries. The Borrowings under the Term Loan bear interest through maturity at 6.75% per annum plus three-month LIBOR. Interest is payable quarterly in arrears. The Company adopted the prospective method to account for future cash payments. Under the prospective method, the effective interest rate is not constant, and any change in the expected cash flows is recognized prospectively as an adjustment to the effective yield. As of June 30, 2021, the effective interest rate is 10.68%. The Company is required to pay principal on the Borrowings in equal quarterly installments beginning on the third anniversary of the Term Loan Closing Date (or, if consolidated net sales of UDENYCA ® The Company is also required to make mandatory prepayments of the Borrowings under the Term Loan, subject to specified exceptions, with the proceeds of asset sales, extraordinary receipts, debt issuances and specified other events including the occurrence of a change in control. If all or any of the Borrowings are prepaid or required to be prepaid under the Term Loan, then the Company shall pay, in addition to such prepayment, a prepayment premium equal to (i) with respect to any prepayment paid or required to be paid on or prior to the third anniversary of the credit agreement closing date, 5.00% of the Borrowings prepaid or required to be prepaid, plus all required interest payments that would have been due on the Borrowings prepaid or required to be prepaid through and including the three year anniversary of the term loan closing date, (ii) with respect to any prepayment paid or required to be paid after the three year anniversary of the term loan closing date but on or prior to the four year anniversary of the term loan closing date, 5.00% of the Borrowings prepaid or required to be prepaid, (iii) with respect to any prepayment paid or required to be paid after the fourth anniversary of the term loan closing date but on or prior to the fifth anniversary of the term loan closing date, 2.50% of the Borrowings prepaid or required to be prepaid, and (iv) with respect to any prepayment paid or required to be prepaid thereafter, 1.25% of the Borrowings prepaid or required to be prepaid. In connection with the Term Loan, the Company paid a fee to the Lender of $1.1 million at closing in the form of an original issue discount. Upon the prepayment or maturity of the Borrowings (or upon the date such prepayment or repayment is required to be paid), it is required to pay an additional exit fee in an amount equal to 4.00% of the total principal amount of the Borrowings. The obligations under the Term Loan are secured by a lien on substantially all of the Company’s and its Guarantors’ tangible and intangible property, including intellectual property. The Term Loan contains certain affirmative covenants, negative covenants and events of default, including, covenants and restrictions that among other things, restrict the ability of the Company and its subsidiaries to incur liens, incur additional indebtedness, make loans and investments, engage in mergers and acquisitions, or in asset sales, and declare dividends or redeem or repurchase capital stock. Additionally, the consolidated net sales for UDENYCA ® On April 13, 2020, the Company entered into an amendment to the Term Loan, which amended the Term Loan’s indebtedness covenant such that the Company could incur Convertible Bond Indebtedness (as defined in the credit agreement governing the Term Loan) in an amount not to exceed the greater of $230.0 million or 20% of the Company’s market capitalization. As of June 30, 2021, the Company was in full compliance with these covenants and there were no events of default under the Term Loan. The following table summarizes information about the components of the Term Loan (in thousands): June 30, December 31, 2021 2020 Principal amount of the Term Loan $ 75,000 $ 75,000 Unamortized debt discount and debt issuance costs (42) (519) Term Loan $ 74,958 $ 74,481 The following table presents the components of interest expense (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Stated coupon interest $ 1,754 $ 1,754 $ 3,488 $ 3,507 Accretion of debt discount and debt issuance costs 263 200 478 396 Interest expense $ 2,017 $ 1,954 $ 3,966 $ 3,903 The remaining unamortized debt discount and debt offering costs related to the Term Loan of approximately $42,000 as of June 30, 2021, will be amortized using the effective rate over the remaining term of the Term Loan of 3.5 years. Future payments on the Term Loan as of June 30, 2021 are as follows (in thousands): Year ending December 31, Remainder of 2021 $ 3,546 2022 29,294 2023 27,130 2024 24,972 2025 8,780 Total minimum payments 93,722 Less amount representing interest (15,722) Term Loan, gross 78,000 Less debt discount and debt issuance costs on Term Loan (3,042) Net carrying amount of Term Loan $ 74,958 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 8. Commitments and Contingencies Purchase Commitments The Company entered into agreements with a vendor to secure raw materials and a CMO to manufacture its commercial supply of UDENYCA ® Years ending December 31, Remainder of 2021 $ 30,257 2022 30,512 2023 9,753 2024 3,441 Total obligations $ 73,963 The Company enters into contracts in the normal course of business with contract research organizations for preclinical studies and clinical trials and contract manufacturing organizations for the manufacture of clinical trial materials. The contracts are cancellable, with varying provisions regarding termination. If a contract with a specific vendor were to be terminated, the Company would only be obligated for products or services that the Company had received as of the effective date of the termination and any applicable cancellation fees. Guarantees and Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company would assess the likelihood of any adverse judgments or related claims, as well as ranges of probable losses. In the cases where the Company believes that a reasonably possible or probable loss exists, it will disclose the facts and circumstances of the claims, including an estimate range, if possible. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | 9. Stock-Based Compensation The following table summarizes the classification of stock-based compensation expense in our condensed consolidated statements of income related to options and restricted stock units granted to employees and nonemployees (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Cost of goods sold (1) $ 311 $ 176 $ 502 $ 221 Research and development 4,084 3,495 10,516 7,085 Selling, general and administrative 7,200 5,754 17,461 11,674 Stock-based compensation expense $ 11,595 $ 9,425 $ 28,479 $ 18,980 Capitalized stock-based compensation expense into inventory $ 228 $ 438 $ 517 $ 872 (1) Stock-based compensation capitalized into inventory is recognized as cost of goods sold when the related product is sold. |
Net Income (loss) Per Share
Net Income (loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Net Income (loss) Per Share | |
Net Income (loss) Per Share | 10. Net Income (loss) Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. Diluted net income per share is computed by dividing the net income by the weighted average number of common shares outstanding for the period plus any diluted potential common shares outstanding for the period determined using the treasury stock method for options, RSUs and ESPP and using the if-converted method for the convertible notes. Since the Company was in a net loss position for the three and six months ended June 30, 2021, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential dilutive common shares would have been anti-dilutive for that period. The following table sets forth the computation of the basic and diluted net income per share (in thousands, except share and per share data): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Basic net (loss) income per share Numerator: Net (loss) income $ (29,900) $ 59,031 $ (202,847) $ 94,603 Denominator: Weighted-average common shares outstanding 75,559,697 71,099,773 74,203,858 70,880,979 Basic net (loss) income per share $ (0.40) $ 0.83 $ (2.73) $ 1.33 Diluted net income (loss) per share Numerator: Net (loss) income $ (29,900) $ 59,031 $ (202,847) $ 94,603 Add interest expense on 2026 convertible notes, net of tax — 3,454 — 5,936 Numerator for diluted (loss) net income per share $ (29,900) $ 62,485 $ (202,847) $ 100,539 Denominator: Denominator for basic net (loss) income per share 75,559,697 71,099,773 74,203,858 70,880,979 Add effect of potential dilutive securities: Stock options, including shares subject to ESPP — 3,208,580 — 3,437,358 Restricted stock units — 104,092 — 96,163 Shares issuable upon conversion of convertible notes — 14,247,835 — 9,360,853 Denominator for diluted net (loss) income per share 75,559,697 88,660,280 74,203,858 83,775,353 Diluted net (loss) income per share $ (0.40) $ 0.70 $ (2.73) $ 1.20 The following outstanding dilutive potential shares were excluded from the calculation of diluted net income per share due to their anti-dilutive effect: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Stock options, including shares subject to ESPP 19,099,431 12,739,884 19,072,986 11,378,471 Restricted stock units 1,820,247 8,750 1,820,247 6,442 Shares issuable upon conversion of 2022 Convertible Notes 4,473,871 — 4,473,871 — Shares issuable upon conversion of 2026 Convertible Notes 11,942,152 — 11,942,152 — Total 37,335,701 12,748,634 37,309,256 11,384,913 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
Income Taxes | 11. Income Taxes There was no income tax expense for the three and six months ended June 30, 2021 due to a projected tax loss for 2021 and the tax effect of the valuation allowance against such loss for the year. Income tax expense of $1.3 million and $2.2 million for the three and six months ended June 30, 2020, respectively, primarily relates to state taxes in jurisdictions outside of California, for which the Company has a limited operating history. The income tax provision during the interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items, which are recorded in the interim period. The Company maintains a full valuation allowance against its net deferred tax assets due to its history of losses. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | 12. Related Party Transactions Convertible Notes In February 2016, the Company issued Convertible Notes to certain related parties (certain companies affiliated with members of the Company’s board of directors), for an aggregate principal amount of $25.0 million (see Note 7). Consulting services In October 2020, the Company entered into a consulting agreement with Lanfear Advisors owned by Mr. Jonathan Lanfear who is the brother of Dennis Lanfear, our President, Chief Executive Officer and Chairman of our Board of Directors. Mr. Jonathan Lanfear provided consulting services with respect to the Collaboration Agreement executed with Junshi Biosciences in February 2021 (See Note 6). In addition to the hourly consulting fee paid to Lanfear Advisors under the consulting agreement, the Company granted fully vested stock options to purchase 65,000 shares of common stock with an exercise price of $17.60 per share to Mr. Jonathan Lanfear in February 2021 upon the execution of the Collaboration Agreement with Junshi Biosciences. During the first quarter of 2021, the Company recognized stock-based compensation expense of $0.8 million and cash consulting expense of $0.2 million with respect to these consulting services. There was no related expense in the second quarter of 2021. Total liabilities recognized in Accounts payable and Accrued liabilities on the condensed consolidated balance sheets with respect to these services were $286,640 as of December 31, 2020, with no corresponding liability as of June 30, 2021. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Coherus and its wholly-owned subsidiaries. Unless otherwise specified, references to the Company are references to Coherus and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring accruals that the Company believes are necessary to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim-period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 25, 2021. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities when these values are not readily apparent from other sources. Accounting estimates and judgements are inherently uncertain and the actual results could differ from these estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets which, in aggregate, represent the amount reported in the condensed consolidated statements of cash flows (in thousands): Six Months Ended June 30, 2021 2020 At beginning of period: Cash and cash equivalents $ 541,158 $ 177,668 Restricted cash - non-current 440 240 Total cash, cash equivalents and restricted cash $ 541,598 $ 177,908 At end of period: Cash and cash equivalents $ 329,738 $ 224,617 Restricted cash - non-current 440 440 Total cash, cash equivalents and restricted cash $ 330,178 $ 225,057 Restricted cash – non-current consists of deposits for letter of credits that the Company has provided to secure its obligations under certain facility and other leases. |
Investments in Marketable Securities | Investments in Marketable Securities Investments in marketable securities primarily consist of corporate debt obligations and commercial paper. Management determines the appropriate classification of investments in marketable securities at the time of purchase based upon management’s intent with regards to such investment and reevaluates such designation as of each balance sheet date. The Company’s investment policy requires that it only invests in highly rated securities and limit its exposure to any single issuer. All investments in debt marketable securities are held as “available-for-sale” and are carried at the estimated fair value as determined based upon quoted market prices or pricing models for similar securities. The Company classifies investments in marketable securities as short-term when they have remaining contractual maturities of one year or less from the balance sheet date. Unrealized gains and losses on available-for-sale securities are reported as a component of accumulated comprehensive income (loss), with the exception of unrealized losses believed to be related to credit losses, if any, which are recognized in earnings in the period the impairment occurs. Impairment assessments are made at the individual security level each reporting period. When the fair value of an investment is less than its cost at the balance sheet date, a determination is made as to whether the impairment is related to a credit loss and, if it is, the portion of the impairment relating to credit loss is recorded as an allowance through net income. Realized gains and losses and declines in value, if any, on available-for-sale securities are included in other income, net, based on the specific identification method. |
Trade Receivables | Trade Receivables Trade receivables are recorded net of allowances for chargebacks, chargeback prepayments, cash discounts for prompt payment and credit losses. The Company estimates an allowance for expected credit losses by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. The corresponding expense for the credit loss allowance is reflected in selling, general and administrative expenses. The credit loss allowance was immaterial as of June 30, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The following are the recent accounting pronouncements adopted by the Company in 2021: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In October 2020, the FASB issued ASU 2020-10, Codification Improvements The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or that no material effect is expected on the condensed consolidated financial statements as a result of future adoption. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets which, in aggregate, represent the amount reported in the condensed consolidated statements of cash flows (in thousands): Six Months Ended June 30, 2021 2020 At beginning of period: Cash and cash equivalents $ 541,158 $ 177,668 Restricted cash - non-current 440 240 Total cash, cash equivalents and restricted cash $ 541,598 $ 177,908 At end of period: Cash and cash equivalents $ 329,738 $ 224,617 Restricted cash - non-current 440 440 Total cash, cash equivalents and restricted cash $ 330,178 $ 225,057 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Financial Assets and Liabilities Measured on a Recurring Basis | Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): Fair Value Measurements June 30, 2021 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 326,911 $ 326,911 $ — $ — Restricted cash (money market funds) 440 440 — — Corporate notes and Commercial paper 124,683 — 124,683 — Total financial assets $ 452,034 $ 327,351 $ 124,683 $ — Financial Liabilities: Contingent consideration $ 102 $ — $ — $ 102 Fair Value Measurements December 31, 2020 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 538,673 $ 538,673 $ — $ — Restricted cash (money market funds) 440 440 — — Total financial assets $ 539,113 $ 539,113 $ — $ — Financial Liabilities: Contingent consideration $ 102 $ — $ — $ 102 |
Schedule of Cash equivalents, investments in marketable securities, which are classified as available-for-sale securities, and restricted cash | Cash equivalents, marketable securities and restricted cash, consisted of the following (in thousands): June 30, 2021 Cost Unrealized Gain Unrealized (Loss) Fair Value Money market funds $ 326,911 $ — $ — $ 326,911 Classified as cash equivalents $ 326,911 $ — $ — $ 326,911 Corporate notes and Commercial paper $ 124,680 $ 3 $ — $ 124,683 Classified as marketable securities $ 124,680 $ 3 $ — $ 124,683 Money market funds $ 440 $ — $ — $ 440 Classified as restricted cash $ 440 $ — $ — $ 440 December 31, 2020 Cost Unrealized Gain Unrealized (Loss) Fair Value Money market funds $ 538,673 $ — $ — $ 538,673 Classified as cash equivalents $ 538,673 $ — $ — $ 538,673 Money market funds $ 440 $ — $ — $ 440 Classified as restricted cash $ 440 $ — $ — $ 440 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory | |
Schedule of Inventory | Inventory consisted of the following (in thousands): June 30, December 31, 2021 2020 Raw Materials $ 4,922 $ 5,205 Work in process 47,086 43,952 Finished goods 44,073 43,032 Total $ 96,081 $ 92,189 |
Schedule of Balance Sheet Classification | The following tables presents the inventory balance sheet classifications (in thousands): June 30, December 31, 2021 2020 Inventory $ 39,668 $ 44,233 Inventory, non-current 56,413 47,956 Total $ 96,081 $ 92,189 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization and Operations | |
Schedule of Property and Equipment, Net | Property and equipment, net are as follows (in thousands): June 30, December 31, 2021 2020 Machinery and equipment $ 13,876 $ 13,301 Computer equipment and software 4,029 3,996 Furniture and fixtures 1,274 1,268 Leasehold improvements 5,942 5,830 Finance lease right of use assets 2,160 1,451 Construction in progress — 312 Total property and equipment 27,281 26,158 Accumulated depreciation and amortization (18,151) (16,050) Property and equipment, net $ 9,130 $ 10,108 |
Schedule of Accrued Liabilities | Accrued and other current liabilities are summarized as follows (in thousands): June 30, December 31, 2021 2020 Accrued clinical and manufacturing $ 25,927 $ 11,365 Accrued co-development costs for toripalimab 15,452 — Accrued other 10,108 12,182 Lease liabilities, current 3,412 3,132 Total Accrued and other current liabilities $ 54,899 $ 26,679 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue | |
Revenue by Significant Customer | Revenue by significant customer was as follows: Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 McKesson Corporation 39 % 37 % 39 % 39 % AmeriSource-Bergen Corporation 38 % 38 % 38 % 37 % Cardinal Health, Inc. 22 % 23 % 21 % 22 % Others 1 % 2 % 2 % 2 % Total revenue 100 % 100 % 100 % 100 % |
Activities and Ending Reserve Balances for Each Significant Category of Discounts and Allowances | The activities and ending reserve balances for each significant category of discounts and allowances, which constitute variable consideration, were as follows (in thousands): Six Months Ended June 30, 2021 Chargebacks Other Fees, and Discounts Co-pay for Prompt Assistance Payment Rebates and Returns Total Balance at December 31, 2020 $ 40,580 $ 54,058 $ 28,760 $ 123,398 Provision related to sales made in: Current period 237,745 61,190 50,039 348,974 Prior period (2,850) (1,890) (2,818) (7,558) Payments and customer credits issued (247,641) (52,213) (50,726) (350,580) Balance at June 30, 2021 $ 27,834 $ 61,145 $ 25,255 $ 114,234 Six Months Ended June 30, 2020 Chargebacks Other Fees, and Discounts Co-pay for Prompt Assistance Payment Rebates and Returns Total Balance at December 31, 2019 $ 35,159 $ 27,494 $ 24,494 $ 87,147 Provision related to sales made in: Current period 208,917 49,245 58,645 316,807 Prior period (159) (3,287) (6,108) (9,554) Payments and customer credits issued (219,040) (31,732) (51,403) (302,175) Balance at June 30, 2020 $ 24,877 $ 41,720 $ 25,628 $ 92,225 |
Convertible Notes and Term Lo_2
Convertible Notes and Term Loan (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
2026 Convertible Notes | |
Debt Instrument | |
Components of Convertible Notes | The following table summarizes components of the 2026 Convertible Notes (in thousands): June 30, December 31, 2021 2020 Principal amount of the 2026 Convertible Notes $ 230,000 $ 230,000 Unamortized debt discount and debt issuance costs (6,345) (6,971) Total 2026 Convertible Notes $ 223,655 $ 223,029 |
Components of Interest Expense | The following table presents the components of interest expense related to 2026 Convertible Notes (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Stated coupon interest $ 862 $ 709 $ 1,725 $ 709 Accretion of debt discount and debt issuance costs 314 253 626 253 Total interest expense $ 1,176 $ 962 $ 2,351 $ 962 |
Schedule of Future Payments on Debt | Future payments on the 2026 Convertible Notes as of June 30, 2021 are as follows (in thousands): Year ending December 31, Remainder of 2021 $ 1,725 2022 3,450 2023 3,450 2024 3,450 2025 and beyond 235,175 Total minimum payments 247,250 Less amount representing interest (17,250) 2026 Convertible Notes, principal amount 230,000 Less debt discount and debt issuance costs on 2026 Convertible Notes (6,345) Net carrying amount of 2026 Convertible Notes $ 223,655 |
8.2% Convertible Notes due 2022 | |
Debt Instrument | |
Components of Convertible Notes | The following table summarizes components of the 2022 Convertible Notes (in thousands): June 30, December 31, 2021 2020 Principal amount of the 2022 Convertible Notes $ 81,750 $ 81,750 Unamortized debt discount and debt issuance costs (1,145) (1,865) 2022 Convertible Notes $ 80,605 $ 79,885 Principal amount of the 2022 Convertible Notes - related parties $ 27,250 $ 27,250 Unamortized debt discount and debt issuance costs - related parties (382) (622) 2022 Convertible Notes - related parties $ 26,868 $ 26,628 Total 2022 Convertible Notes $ 107,473 $ 106,513 |
Components of Interest Expense | The following table presents the components of interest expense related to 2022 Convertible Notes (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Stated coupon interest $ 1,537 $ 1,538 $ 3,075 $ 3,076 Accretion of debt discount and debt issuance costs 364 332 720 656 Interest expense $ 1,901 $ 1,870 $ 3,795 $ 3,732 Stated coupon interest - related parties $ 513 $ 512 $ 1,025 $ 1,024 Accretion of debt discount and debt issuance costs - related parties 121 110 240 218 Interest expense - related parties $ 634 $ 622 $ 1,265 $ 1,242 Total interest expense $ 2,535 $ 2,492 $ 5,060 $ 4,974 |
Schedule of Future Payments on Debt | Future payments on the 2022 Convertible Notes as of June 30, 2021 are as follows (in thousands): Year ending December 31, Remainder of 2021 $ 4,100 2022 111,050 Total minimum payments 115,150 Less amount representing interest (6,150) 2022 Convertible Notes, principal amount 109,000 Less debt discount and debt issuance costs on 2022 Convertible Notes (1,527) Net carrying amount of 2022 Convertible Notes $ 107,473 |
Term Loan | |
Debt Instrument | |
Components of Interest Expense | The following table presents the components of interest expense (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Stated coupon interest $ 1,754 $ 1,754 $ 3,488 $ 3,507 Accretion of debt discount and debt issuance costs 263 200 478 396 Interest expense $ 2,017 $ 1,954 $ 3,966 $ 3,903 |
Schedule of Future Payments on Debt | Future payments on the Term Loan as of June 30, 2021 are as follows (in thousands): Year ending December 31, Remainder of 2021 $ 3,546 2022 29,294 2023 27,130 2024 24,972 2025 8,780 Total minimum payments 93,722 Less amount representing interest (15,722) Term Loan, gross 78,000 Less debt discount and debt issuance costs on Term Loan (3,042) Net carrying amount of Term Loan $ 74,958 |
Components of Term Loan | The following table summarizes information about the components of the Term Loan (in thousands): June 30, December 31, 2021 2020 Principal amount of the Term Loan $ 75,000 $ 75,000 Unamortized debt discount and debt issuance costs (42) (519) Term Loan $ 74,958 $ 74,481 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies. | |
Schedule of Non-Cancellable Purchase Commitment | Years ending December 31, Remainder of 2021 $ 30,257 2022 30,512 2023 9,753 2024 3,441 Total obligations $ 73,963 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Employee And Nonemployee Stock Option Restricted Stock Units | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs | |
Schedule of Stock-Based Compensation Expense | The following table summarizes the classification of stock-based compensation expense in our condensed consolidated statements of income related to options and restricted stock units granted to employees and nonemployees (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Cost of goods sold (1) $ 311 $ 176 $ 502 $ 221 Research and development 4,084 3,495 10,516 7,085 Selling, general and administrative 7,200 5,754 17,461 11,674 Stock-based compensation expense $ 11,595 $ 9,425 $ 28,479 $ 18,980 Capitalized stock-based compensation expense into inventory $ 228 $ 438 $ 517 $ 872 (1) Stock-based compensation capitalized into inventory is recognized as cost of goods sold when the related product is sold. |
Net Income (loss) Per Share (Ta
Net Income (loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Net Income (loss) Per Share | |
Computation of Basic and Diluted Net Income Per Share | The following table sets forth the computation of the basic and diluted net income per share (in thousands, except share and per share data): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Basic net (loss) income per share Numerator: Net (loss) income $ (29,900) $ 59,031 $ (202,847) $ 94,603 Denominator: Weighted-average common shares outstanding 75,559,697 71,099,773 74,203,858 70,880,979 Basic net (loss) income per share $ (0.40) $ 0.83 $ (2.73) $ 1.33 Diluted net income (loss) per share Numerator: Net (loss) income $ (29,900) $ 59,031 $ (202,847) $ 94,603 Add interest expense on 2026 convertible notes, net of tax — 3,454 — 5,936 Numerator for diluted (loss) net income per share $ (29,900) $ 62,485 $ (202,847) $ 100,539 Denominator: Denominator for basic net (loss) income per share 75,559,697 71,099,773 74,203,858 70,880,979 Add effect of potential dilutive securities: Stock options, including shares subject to ESPP — 3,208,580 — 3,437,358 Restricted stock units — 104,092 — 96,163 Shares issuable upon conversion of convertible notes — 14,247,835 — 9,360,853 Denominator for diluted net (loss) income per share 75,559,697 88,660,280 74,203,858 83,775,353 Diluted net (loss) income per share $ (0.40) $ 0.70 $ (2.73) $ 1.20 |
Outstanding Dilutive Potential Shares Excluded from Calculation of Diluted Net Income Per Share | The following outstanding dilutive potential shares were excluded from the calculation of diluted net income per share due to their anti-dilutive effect: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Stock options, including shares subject to ESPP 19,099,431 12,739,884 19,072,986 11,378,471 Restricted stock units 1,820,247 8,750 1,820,247 6,442 Shares issuable upon conversion of 2022 Convertible Notes 4,473,871 — 4,473,871 — Shares issuable upon conversion of 2026 Convertible Notes 11,942,152 — 11,942,152 — Total 37,335,701 12,748,634 37,309,256 11,384,913 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Organization (Details) | 6 Months Ended |
Jun. 30, 2021product | |
Organization and Summary of Significant Accounting Policies | |
Number of products | 4 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Organization and Summary of Significant Accounting Policies | |||
Cash and cash equivalents at beginning of period | $ 541,158 | $ 224,617 | $ 177,668 |
Restricted cash - non-current at beginning of period | 440 | 440 | 240 |
Cash, cash equivalents and restricted cash at beginning of period | 541,598 | 225,057 | 177,908 |
Cash and cash equivalents at end of period | 329,738 | 541,158 | 224,617 |
Restricted cash - non-current at end of period | 440 | 440 | 440 |
Total cash, cash equivalents and restricted cash | $ 330,178 | $ 541,598 | $ 225,057 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured on a Recurring Basis (Details) - Fair Value Measurements Recurring Basis - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 452,034 | $ 539,113 |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 102 | 102 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 327,351 | 539,113 |
Level 1 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 124,683 | |
Level 2 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | |
Level 3 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 102 | 102 |
Money market funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 326,911 | 538,673 |
Money market funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 326,911 | 538,673 |
Money market funds | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | |
Money market funds | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | |
Restricted cash (money market funds) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 440 | 440 |
Restricted cash (money market funds) | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 440 | $ 440 |
Restricted cash (money market funds) | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | |
Restricted cash (money market funds) | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | |
Corporate notes and Commercial paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 124,683 | |
Corporate notes and Commercial paper | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | |
Corporate notes and Commercial paper | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 124,683 | |
Corporate notes and Commercial paper | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 0 |
Fair Value Measurements - Cash
Fair Value Measurements - Cash equivalents, marketable securities and restricted cash (Details) $ in Thousands | Jun. 30, 2021USD ($)security | Dec. 31, 2020USD ($) |
Cash equivalents, investments in marketable securities, which are classified as available-for-sale securities, and restricted cash | ||
Investments in marketable securities has been in an unrealized loss position for more than one year | security | 0 | |
Cash Equivalents | ||
Cash equivalents, investments in marketable securities, which are classified as available-for-sale securities, and restricted cash | ||
Cost | $ 326,911 | $ 538,673 |
Estimated Fair Value | 326,911 | 538,673 |
Cash Equivalents | Money market funds | ||
Cash equivalents, investments in marketable securities, which are classified as available-for-sale securities, and restricted cash | ||
Cost | 326,911 | 538,673 |
Estimated Fair Value | 326,911 | 538,673 |
Marketable Securities | ||
Cash equivalents, investments in marketable securities, which are classified as available-for-sale securities, and restricted cash | ||
Cost | 124,680 | |
Unrealized Gain | 3 | |
Estimated Fair Value | 124,683 | |
Marketable Securities | Corporate notes and Commercial paper | ||
Cash equivalents, investments in marketable securities, which are classified as available-for-sale securities, and restricted cash | ||
Cost | 124,680 | |
Unrealized Gain | 3 | |
Estimated Fair Value | 124,683 | |
Restricted Cash | ||
Cash equivalents, investments in marketable securities, which are classified as available-for-sale securities, and restricted cash | ||
Cost | 440 | 440 |
Estimated Fair Value | 440 | 440 |
Restricted Cash | Money market funds | ||
Cash equivalents, investments in marketable securities, which are classified as available-for-sale securities, and restricted cash | ||
Cost | 440 | |
Estimated Fair Value | $ 440 | |
Restricted Cash | Restricted cash (money market funds) | ||
Cash equivalents, investments in marketable securities, which are classified as available-for-sale securities, and restricted cash | ||
Cost | 440 | |
Estimated Fair Value | $ 440 | |
Maximum | ||
Cash equivalents, investments in marketable securities, which are classified as available-for-sale securities, and restricted cash | ||
Remaining contractual maturities of available-for-sale securities | 1 year |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Apr. 30, 2020 | Apr. 13, 2020 | Jan. 07, 2019 | Feb. 29, 2016 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Average maturity of investments in available-for-sale marketable securities | 10 months | ||||||||
Credit losses recognized | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | 0 | 0 | $ 0 | ||||||
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 | 0 | 0 | ||||||
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | 0 | 0 | 0 | ||||||
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | 0 | 0 | 0 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net | 0 | 0 | |||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | 0 | 0 | |||||||
8.2% Convertible Notes due 2022 | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Convertible notes, interest rate | 8.20% | ||||||||
Principal amount outstanding | 107,473,000 | 107,473,000 | |||||||
Term Loan | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Aggregate principal amount | 75,000,000 | 75,000,000 | 75,000,000 | ||||||
Principal amount outstanding | 74,958,000 | 74,958,000 | 74,481,000 | ||||||
Maximum | Term Loan | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Aggregate principal amount | $ 230,000,000 | ||||||||
Affiliates of Healthcare Royalty Partners (together, the "Lender") | Term Loan | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Aggregate principal amount | $ 75,000,000 | ||||||||
Senior subordinated notes | 2026 Convertible Notes | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Convertible notes, interest rate | 1.50% | ||||||||
Debt instrument fair value | 237,000,000 | 237,000,000 | 269,100,000 | ||||||
Aggregate principal amount | 230,000,000 | 230,000,000 | 230,000,000 | $ 230,000,000 | |||||
Principal amount outstanding | 223,655,000 | 223,655,000 | |||||||
Senior unsubordinated notes | 8.2% Convertible Notes due 2022 | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Convertible notes, interest rate | 8.20% | ||||||||
Aggregate principal amount | 81,750,000 | 81,750,000 | 81,750,000 | $ 100,000,000 | |||||
Senior unsubordinated notes | Level 3 | 8.2% Convertible Notes due 2022 | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Debt instrument fair value | 109,000,000 | 109,000,000 | $ 113,700,000 | ||||||
Aggregate principal amount | 100,000,000 | 100,000,000 | |||||||
Senior unsubordinated notes | Affiliates of Healthcare Royalty Partners (together, the "Lender") | 8.2% Convertible Notes due 2022 | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Aggregate principal amount | $ 75,000,000 | ||||||||
Senior unsubordinated notes | Affiliates of Healthcare Royalty Partners (together, the "Lender") | Term Loan | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Aggregate principal amount | $ 75,000,000 | $ 75,000,000 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory | ||
Raw materials | $ 4,922 | $ 5,205 |
Work in process | 47,086 | 43,952 |
Finished goods | 44,073 | 43,032 |
Total | $ 96,081 | $ 92,189 |
Inventory - Balance Sheet Class
Inventory - Balance Sheet Classifications (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory | ||
Inventory | $ 39,668 | $ 44,233 |
Inventory, non-current | 56,413 | 47,956 |
Total | $ 96,081 | $ 92,189 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Inventory [Line Items] | ||||
Prepayment made for manufacturing services | $ 15,159 | $ 15,159 | $ 19,429 | |
Other assets, non-current | 10,423 | 10,423 | 12,543 | |
Operating lease right-of-use assets | $ 8,900 | $ 8,900 | $ 10,000 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets, non-current | Other assets, non-current | Other assets, non-current | |
Impairment charge within research and development expenses | $ 3,200 | $ 3,210 | ||
Cancellation of open purchase orders with various vendors related to CHS-2020 development | $ 0 | $ 8,300 | ||
UDENYCA | ||||
Inventory [Line Items] | ||||
Prepayment made for manufacturing services | 11,300 | 11,300 | $ 8,900 | |
Prepayments | 1,300 | |||
Other research and development pipeline programs | ||||
Inventory [Line Items] | ||||
Prepayment made for manufacturing services | $ 3,900 | $ 3,900 | $ 10,500 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property and Equipment, Net | ||
Total property and equipment | $ 27,281 | $ 26,158 |
Accumulated depreciation and amortization | (18,151) | (16,050) |
Property and equipment, net | 9,130 | 10,108 |
Machinery and Equipment | ||
Property and Equipment, Net | ||
Total property and equipment | 13,876 | 13,301 |
Computer Equipment and Software | ||
Property and Equipment, Net | ||
Total property and equipment | 4,029 | 3,996 |
Furniture and Fixtures | ||
Property and Equipment, Net | ||
Total property and equipment | 1,274 | 1,268 |
Leasehold Improvements | ||
Property and Equipment, Net | ||
Total property and equipment | 5,942 | 5,830 |
Finance lease right of use assets | ||
Property and Equipment, Net | ||
Total property and equipment | $ 2,160 | 1,451 |
Construction in Progress | ||
Property and Equipment, Net | ||
Total property and equipment | $ 312 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Balance Sheet Components | ||||
Depreciation and amortization | $ 900 | $ 700 | $ 1,726 | $ 1,355 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Components | ||
Accrued clinical and manufacturing | $ 25,927 | $ 11,365 |
Accrued co-development costs for toripalimab | 15,452 | |
Accrued other | 10,108 | 12,182 |
Lease liabilities, current | 3,412 | 3,132 |
Total Accrued and other current liabilities | $ 54,899 | $ 26,679 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Concentration of Revenue [Line Items] | ||||
Net product revenue | $ 87,643 | $ 135,674 | $ 170,677 | $ 251,854 |
Net Product Revenue. | ||||
Concentration of Revenue [Line Items] | ||||
Net product revenue | $ 87,600 | $ 135,700 | $ 170,700 | $ 251,900 |
Revenue - Revenue by Significan
Revenue - Revenue by Significant Customer (Details) - Net Product Revenue - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Concentration Risk | ||||
Percentage of total revenue | 100.00% | 100.00% | 100.00% | 100.00% |
McKesson | ||||
Concentration Risk | ||||
Percentage of total revenue | 39.00% | 37.00% | 39.00% | 39.00% |
AmeriSource-Bergen Corp | ||||
Concentration Risk | ||||
Percentage of total revenue | 38.00% | 38.00% | 38.00% | 37.00% |
Cardinal | ||||
Concentration Risk | ||||
Percentage of total revenue | 22.00% | 23.00% | 21.00% | 22.00% |
Others | ||||
Concentration Risk | ||||
Percentage of total revenue | 1.00% | 2.00% | 2.00% | 2.00% |
Revenue - Activities and Ending
Revenue - Activities and Ending Reserve Balances for Each Significant Category of Discounts and Allowances (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Accounts Notes And Loans Receivable | ||
Balance at December 31 | $ 123,398 | $ 87,147 |
Provision related to sales made in: | ||
Current period | 348,974 | 316,807 |
Prior period | (7,558) | (9,554) |
Payments and customer credits issued | (350,580) | (302,175) |
Balance at June 30 | 114,234 | 92,225 |
Chargebacks and Discounts for Prompt Payment | ||
Accounts Notes And Loans Receivable | ||
Balance at December 31 | 40,580 | 35,159 |
Provision related to sales made in: | ||
Current period | 237,745 | 208,917 |
Prior period | (2,850) | (159) |
Payments and customer credits issued | (247,641) | (219,040) |
Balance at June 30 | 27,834 | 24,877 |
Rebates | ||
Accounts Notes And Loans Receivable | ||
Balance at December 31 | 54,058 | 27,494 |
Provision related to sales made in: | ||
Current period | 61,190 | 49,245 |
Prior period | (1,890) | (3,287) |
Payments and customer credits issued | (52,213) | (31,732) |
Balance at June 30 | 61,145 | 41,720 |
Other Fees, Co-pay Assistance and Returns | ||
Accounts Notes And Loans Receivable | ||
Balance at December 31 | 28,760 | 24,494 |
Provision related to sales made in: | ||
Current period | 50,039 | 58,645 |
Prior period | (2,818) | (6,108) |
Payments and customer credits issued | (50,726) | (51,403) |
Balance at June 30 | $ 25,255 | $ 25,628 |
Licensing Arrangements (Details
Licensing Arrangements (Details) $ / shares in Units, $ in Thousands | Feb. 01, 2021USD ($)item$ / sharesshares | Jan. 13, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares |
Collaborative Arrangements And Noncollaborative Arrangement Transactions | ||||||||
Research and development | $ 54,766 | $ 26,173 | $ 258,258 | $ 59,280 | ||||
Research and development expense | 54,766 | $ 26,173 | 258,258 | $ 59,280 | ||||
Accrued and other current liabilities | $ 54,899 | $ 54,899 | $ 26,679 | |||||
Common Stock Par Or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Innovent | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions | ||||||||
Research and development | $ 3,300 | $ 6,600 | ||||||
Research and development expense | 3,300 | 6,600 | ||||||
Innovent | Bevacizumab Licensed Product | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions | ||||||||
Research and development rights for upfront payment | $ 5,000 | |||||||
Upfront and milestone payment | $ 5,000 | |||||||
Innovent | Technology transfer | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions | ||||||||
Fees paid | 10,000 | |||||||
Innovent | Maximum | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions | ||||||||
Collaboration Agreement, Percentage Of Royalty On Net Sales | 20.00% | |||||||
Innovent | Maximum | Bevacizumab Licensed Product | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions | ||||||||
Maximum aggregate milestone payments | $ 40,000 | |||||||
Innovent | Maximum | Rituximab Licensed Product | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions | ||||||||
Maximum aggregate milestone payments | 40,000 | |||||||
Collaboration Agreement | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions | ||||||||
Collaboration Agreement | $ 150,000 | |||||||
Collaboration Agreement, Percentage Of Royalty On Net Sales | 20.00% | |||||||
Collaboration Agreement , Threshold Royalty Payments | $ 380,000 | |||||||
Collaboration Agreement, Option Exercise Fee Per Program | 35,000 | |||||||
Junshi Biosciences | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions | ||||||||
Maximum paid amount for co-development activities (per licensed compound) | 25,000 | |||||||
Research and development | 15,500 | 22,200 | ||||||
Research and development rights for upfront payment | 145,000 | |||||||
Fees paid | $ 5,000 | |||||||
Research and development expense | 15,500 | 22,200 | ||||||
Accrued and other current liabilities | $ 15,500 | $ 15,500 | ||||||
Undisclosed preclinical | item | 2 | |||||||
Collaboration Agreement, Percentage Of Royalty On Net Sales For Each Option Program | 18.00% | |||||||
Collaboration Agreement , Threshold Payments On Achievement Of Various Milestone For Each Option Program | $ 255,000 | |||||||
Share Price | $ / shares | $ 20.0643 | |||||||
Unregistered shares | shares | 2,491,988 | |||||||
Aggregate value | $ 50,000 | |||||||
Period before the company can sell, transfer or make any short sale of common stock (in years) | 2 years | |||||||
Fair value for the discount for lack of marketability (DLOM) | $ 9,000 | |||||||
Scenario, Plan | Innovent | Rituxan option exercised | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions | ||||||||
Fees paid | $ 5,000 |
Convertible Notes and Term Lo_3
Convertible Notes and Term Loan - 1.5% Convertible Senior Subordinated Notes due 2026 (Details) | Apr. 30, 2020USD ($)shares | Apr. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument | |||||
Proceeds from offering after deducting initial purchasers' fees and offering expenses | $ 222,830,000 | ||||
Conversion price per common share | $ / shares | $ 14.815 | ||||
2026 Convertible Notes | |||||
Debt Instrument | |||||
Principal amount of notes converted into shares | $ 1,000 | $ 1,000 | |||
Senior subordinated notes | 2026 Convertible Notes | |||||
Debt Instrument | |||||
Aggregate principal amount | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | |
Convertible notes, interest rate | 1.50% | 1.50% | |||
Proceeds from offering after deducting initial purchasers' fees and offering expenses | $ 222,200,000 | ||||
Common shares at conversion | shares | 51.9224 | 51.9224 | |||
Principal amount of notes converted into shares | $ 1,000 | $ 1,000 | |||
Conversion price per common share | $ / shares | $ 19.26 | ||||
Interest rate description | The 2026 Convertible Notes accrue interest at a rate of 1.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020 | ||||
Debt instrument maturity date | Apr. 15, 2026 | ||||
Convertible notes, premium percentage | 30.00% | ||||
Number of events in default | 0 | ||||
Debt issuance costs | $ 900,000 | ||||
Contractual term | 6 years | ||||
Convertible notes, converted amount | $ 165,200,000 | ||||
Closing stock, price per share | $ / shares | $ 13.83 | ||||
Remaining unamortized debt discount and debt offering costs | $ 6,345,000 | $ 6,971,000 | |||
Effective interest rate | 2.11% | ||||
Debt Instrument Term | 4 years 9 months 18 days |
Convertible Notes and Term Lo_4
Convertible Notes and Term Loan - Capped Call Transactions (Details) $ / shares in Units, $ in Millions | Apr. 14, 2020$ / shares | Jun. 30, 2021USD ($)item$ / shares |
Senior subordinated notes | 2026 Convertible Notes | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Closing stock, price per share | $ 13.83 | |
Capped Call Transactions in connection with the 2026 Convertible Notes | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Payment for capped call transactions | $ | $ 18.2 | |
Number of initial purchasers | item | 1 | |
Initial cap price of capped call transactions. | $ 25.9263 | |
Percentage of cap price | 75 | |
Closing stock, price per share | $ 14.815 | |
Reduction in additional paid-in-capital from capped call premium paid | $ | $ 18.2 |
Convertible Notes and Term Lo_5
Convertible Notes and Term Loan - 2026 Convertible Notes Components (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Apr. 30, 2020 |
Debt Instrument | |||
Total 2026 Convertible Notes | $ 223,655 | $ 223,029 | |
2026 Convertible Notes | Senior subordinated notes | |||
Debt Instrument | |||
Principal amount of the Convertible Notes | 230,000 | 230,000 | $ 230,000 |
Unamortized debt discount and debt issuance costs | (6,345) | (6,971) | |
Total 2026 Convertible Notes | 223,655 | 223,029 | |
Remaining unamortized debt discount and debt offering costs | $ 6,345 | $ 6,971 |
Convertible Notes and Term Lo_6
Convertible Notes and Term Loan - 2026 Convertible Notes Interest Expense Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument | ||||
Accretion of debt discount and debt issuance costs | $ 2,064 | $ 1,523 | ||
2026 Convertible Notes | Senior subordinated notes | ||||
Debt Instrument | ||||
Stated coupon interest | $ 862 | $ 709 | 1,725 | 709 |
Accretion of debt discount and debt issuance costs | 314 | 253 | 626 | 253 |
Total interest expense | $ (1,176) | $ (962) | $ (2,351) | $ (962) |
Convertible Notes and Term Lo_7
Convertible Notes and Term Loan - 2026 Convertible Notes Future Payments (Details) - Senior subordinated notes - 2026 Convertible Notes - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Remainder of 2021 | $ 1,725 | |
2022 | 3,450 | |
2023 | 3,450 | |
2024 | 3,450 | |
2025 and beyond | 235,175 | |
Total minimum payments | 247,250 | |
Less amount representing interest | (17,250) | |
2026 Convertible Notes, principal amount | 230,000 | |
Less debt discount and debt issuance costs on 2026 Convertible Notes | (6,345) | $ (6,971) |
Net carrying amount of 2026 Convertible Notes | $ 223,655 |
Convertible Notes and Term Lo_8
Convertible Notes and Term Loan - 8.2% Convertible Notes due 2022 (Details) | Feb. 29, 2016USD ($)$ / sharesshares | Apr. 30, 2020$ / shares | Jun. 30, 2021USD ($)item$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument | |||||
Proceeds from issuance of Convertible Notes due 2026, net of issuance costs | $ 222,830,000 | ||||
Conversion price per common share | $ / shares | $ 14.815 | ||||
8.2% Convertible Notes due 2022 | |||||
Debt Instrument | |||||
Convertible notes, interest rate | 8.20% | ||||
Debt instrument maturity date | Mar. 31, 2022 | ||||
Common shares at conversion | shares | 44.7387 | ||||
Conversion price per common share | $ / shares | $ 22.35 | ||||
Remaining unamortized debt discount and debt offering costs | $ 1,527,000 | ||||
Amortized effective interest rate convertible notes period | 9 months | ||||
Senior unsubordinated notes | 8.2% Convertible Notes due 2022 | |||||
Debt Instrument | |||||
Aggregate principal amount | $ 100,000,000 | $ 81,750,000 | $ 81,750,000 | ||
Convertible notes, interest rate | 8.20% | ||||
Interest rate description | The 2022 Convertible Notes bear interest at a fixed coupon rate of 8.2% per annum payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on March 31, 2016 | ||||
Debt instrument maturity date | Mar. 31, 2022 | ||||
Convertible notes, premium percentage | 9.00% | ||||
Percentage of applicable conversion price | 160.00% | ||||
Convertible trading days | 20 | ||||
Consecutive trading days | 30 | ||||
Percentage to pay in cash of the par value of notes | 109.00% | ||||
Convertible notes, covenant compliance | The 2022 Convertible Notes contain customary negative covenants and events of default, the occurrence of which could result in the acceleration of all amounts due under the 2022 Convertible Note. As of June 30, 2021, the Company was in full compliance with these covenants and there were no events of default under the 2022 Convertible Notes. | ||||
Number of events in default | item | 0 | ||||
Remaining unamortized debt discount and debt offering costs | $ 1,145,000 | $ 1,865,000 | |||
Remaining debt discount and debt offering costs | $ 1,500,000 | ||||
Effective interest rate | 9.48% | ||||
Senior unsubordinated notes | 8.2% Convertible Notes due 2022 | KKR Member | |||||
Debt Instrument | |||||
Aggregate principal amount | $ 20,000,000 | ||||
Senior unsubordinated notes | 8.2% Convertible Notes due 2022 | MX II Member | |||||
Debt Instrument | |||||
Aggregate principal amount | 4,000,000 | ||||
Senior unsubordinated notes | 8.2% Convertible Notes due 2022 | KMGCP Member | |||||
Debt Instrument | |||||
Aggregate principal amount | 1,000,000 | ||||
Senior unsubordinated notes | 8.2% Convertible Notes due 2022 | Affiliates of Healthcare Royalty Partners (together, the "Lender") | |||||
Debt Instrument | |||||
Aggregate principal amount | $ 75,000,000 | ||||
Scenario, Plan | Senior unsubordinated notes | 8.2% Convertible Notes due 2022 | |||||
Debt Instrument | |||||
Convertible notes, converted amount | $ 61,900,000 | ||||
Closing stock, price per share | $ / shares | $ 13.83 |
Convertible Notes and Term Lo_9
Convertible Notes and Term Loan - 2022 Convertible Notes Components (Details) - 8.2% Convertible Notes due 2022 - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Feb. 29, 2016 |
Debt Instrument | |||
Unamortized debt discount and debt issuance costs | $ (1,527) | ||
Senior unsubordinated notes | |||
Debt Instrument | |||
Principal amount of the Convertible Notes | 81,750 | $ 81,750 | $ 100,000 |
Unamortized debt discount and debt issuance costs | (1,145) | (1,865) | |
Total Convertible Notes | 80,605 | 79,885 | |
Total 2022 Convertible Notes | 107,473 | 106,513 | |
KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC | Senior unsubordinated notes | |||
Debt Instrument | |||
Principal amount of the Convertible Notes | 27,250 | 27,250 | |
Unamortized debt discount and debt issuance costs | (382) | (622) | |
Total Convertible Notes | $ 26,868 | $ 26,628 |
Convertible Notes and Term L_10
Convertible Notes and Term Loan - 2022 Convertible Notes Interest Expense Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument | ||||
Accretion of debt discount and debt issuance costs | $ 2,064 | $ 1,523 | ||
Total interest expense | $ 5,747 | $ 5,408 | 11,395 | 9,839 |
8.2% Convertible Notes due 2022 | Senior unsubordinated notes | ||||
Debt Instrument | ||||
Stated coupon interest | 1,537 | 1,538 | 3,075 | 3,076 |
Accretion of debt discount and debt issuance costs | 364 | 332 | 720 | 656 |
Interest expense | 1,901 | 1,870 | 3,795 | 3,732 |
Total interest expense | 2,535 | 2,492 | 5,060 | 4,974 |
KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC | 8.2% Convertible Notes due 2022 | Senior unsubordinated notes | ||||
Debt Instrument | ||||
Stated coupon interest | 513 | 512 | 1,025 | 1,024 |
Accretion of debt discount and debt issuance costs | 121 | 110 | 240 | 218 |
Interest expense | $ 634 | $ 622 | $ 1,265 | $ 1,242 |
Convertible Notes and Term L_11
Convertible Notes and Term Loan - 2022 Convertible Notes Future Payments (Details) - 8.2% Convertible Notes due 2022 - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Remainder of 2021 | $ 4,100 | |
2022 | 111,050 | |
Total minimum payments | 115,150 | |
Less amount representing interest | (6,150) | |
2026 Convertible Notes, principal amount | 109,000 | |
Less debt discount and debt issuance costs on 2026 Convertible Notes | (1,527) | |
Net carrying amount of 2026 Convertible Notes | 107,473 | |
Senior unsubordinated notes | ||
Debt Instrument | ||
Less debt discount and debt issuance costs on 2026 Convertible Notes | $ (1,145) | $ (1,865) |
Convertible Notes and Term L_12
Convertible Notes and Term Loan - Term Loan (Details) - USD ($) | Apr. 13, 2020 | Jan. 07, 2019 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument | |||||
Carrying value reclassified to current liabilities | $ 11,538,000 | ||||
Term Loan | |||||
Debt Instrument | |||||
Total term of the loan | 3 years 6 months | ||||
Aggregate principal amount | $ 75,000,000 | $ 75,000,000 | |||
Effective interest rate | 10.68% | ||||
Debt instrument maturity date | Jan. 7, 2025 | ||||
Percentage required to pay an additional exit fee on principal amount | 4.00% | ||||
Convertible notes, covenant compliance | The Term Loan contains certain affirmative covenants, negative covenants and events of default, including, covenants and restrictions that among other things, restrict the ability of the Company and its subsidiaries to incur liens, incur additional indebtedness, make loans and investments, engage in mergers and acquisitions, or in asset sales, and declare dividends or redeem or repurchase capital stock. Additionally, the consolidated net sales for UDENYCA® must not be lower than $150.0 million for each fiscal year after the fiscal year ending December 31, 2020. A failure to comply with these covenants could permit the Lender under the Term Loan to declare the Borrowings, together with accrued interest and fees, to be immediately due and payable. | ||||
Consolidated net sales, thereafter | $ 150,000,000 | ||||
Unamortized debt discount and debt issuance costs on Term Loan | 42,000 | 519,000 | |||
Remaining unamortized debt discount and debt offering costs | $ 42,000 | $ 519,000 | |||
Term Loan | Paid on or Prior to the Three Year Anniversary of Closing Date | |||||
Debt Instrument | |||||
Prepayment premium, description | with respect to any prepayment paid or required to be paid on or prior to the third anniversary of the credit agreement closing date, 5.00% of the Borrowings prepaid or required to be prepaid, plus all required interest payments that would have been due on the Borrowings prepaid or required to be prepaid through and including the three year anniversary of the term loan closing date | ||||
Prepayment premium percentage | 5.00% | ||||
Term Loan | Paid after the Three Year but on or Prior to the Four Year Anniversary of Closing Date | |||||
Debt Instrument | |||||
Prepayment premium, description | with respect to any prepayment paid or required to be paid after the three year anniversary of the term loan closing date but on or prior to the four year anniversary of the term loan closing date, 5.00% of the Borrowings prepaid or required to be prepaid | ||||
Prepayment premium percentage | 5.00% | ||||
Term Loan | Paid after the Four Year but on or Prior to the Five Year Anniversary of Closing Date | |||||
Debt Instrument | |||||
Prepayment premium, description | with respect to any prepayment paid or required to be paid after the fourth anniversary of the term loan closing date but on or prior to the fifth anniversary of the term loan closing date, 2.50% of the Borrowings prepaid or required to be prepaid | ||||
Prepayment premium percentage | 2.50% | ||||
Term Loan | Paid Thereafter | |||||
Debt Instrument | |||||
Prepayment premium, description | with respect to any prepayment paid or required to be prepaid thereafter, 1.25% of the Borrowings prepaid or required to be prepaid | ||||
Prepayment premium percentage | 1.25% | ||||
Term Loan | Maximum | |||||
Debt Instrument | |||||
Aggregate principal amount | $ 230,000,000 | ||||
Percentage Of Market Capitalization | 20.00% | ||||
Term Loan | Minimum | Scenario, Plan | |||||
Debt Instrument | |||||
Net sales amount in subjective acceleration clause | $ 375,000,000 | ||||
Term Loan | LIBOR | |||||
Debt Instrument | |||||
Effective interest rate | 6.75% | ||||
Affiliates of Healthcare Royalty Partners (together, the "Lender") | Term Loan | |||||
Debt Instrument | |||||
Total term of the loan | 6 years | ||||
Aggregate principal amount | $ 75,000,000 | ||||
Interest rate description | Interest is payable quarterly in arrears. The Company adopted the prospective method to account for future cash payments. Under the prospective method, the effective interest rate is not constant, and any change in the expected cash flows is recognized prospectively as an adjustment to the effective yield. As of June 30, 2021, the effective interest rate is 10.68%. | ||||
Payment terms | The Company is required to pay principal on the Borrowings in equal quarterly installments beginning on the third anniversary of the Term Loan Closing Date (or, if consolidated net sales of UDENYCA® in the fiscal year ending December 31, 2021 exceed $375.0 million, beginning on the fourth anniversary of the Term Loan Closing Date), with the outstanding balance to be repaid on January 7, 2025, the maturity date. | ||||
Payment of closing fee to the lenders in form of origination issue discount | $ 1,100,000 |
Convertible Notes and Term L_13
Convertible Notes and Term Loan - Term Loan Components (Details) - Term Loan - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Principal amount of the Term Loan | $ 75,000,000 | $ 75,000,000 |
Unamortized debt discount and debt issuance costs | (42,000) | (519,000) |
Net carrying amount of 2026 Convertible Notes | $ 74,958,000 | $ 74,481,000 |
Convertible Notes and Term L_14
Convertible Notes and Term Loan - Term Loan Interest Expense Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument | ||||
Accretion of debt discount and debt issuance costs | $ 2,064 | $ 1,523 | ||
Term Loan | ||||
Debt Instrument | ||||
Stated coupon interest | $ 1,754 | $ 1,754 | 3,488 | 3,507 |
Accretion of debt discount and debt issuance costs | 263 | 200 | 478 | 396 |
Interest expense | $ 2,017 | $ 1,954 | $ 3,966 | $ 3,903 |
Convertible Notes and Term L_15
Convertible Notes and Term Loan - Term Loan Future Payments (Details) - Term Loan - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Remainder of 2021 | $ 3,546 | |
2022 | 29,294 | |
2023 | 27,130 | |
2024 | 24,972 | |
2025 | 8,780 | |
Total minimum payments | 93,722 | |
Less amount representing interest | (15,722) | |
Term Loan, gross | 78,000 | |
Less debt discount and debt issuance costs on Convertible Notes | (3,042) | |
Net carrying amount of 2026 Convertible Notes | $ 74,958 | $ 74,481 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Non-Cancellable Purchase Commitment (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies. | |
Remainder of 2021 | $ 30,257 |
2022 | 30,512 |
2023 | 9,753 |
2024 | 3,441 |
Total obligations | $ 73,963 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation (Details) - Employees and Nonemployees Stock Option and Restricted Stock Units - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs | ||||
Stock-based compensation expense | $ 11,595 | $ 9,425 | $ 28,479 | $ 18,980 |
Capitalized stock-based compensation expense into inventory | 228 | 438 | 517 | 872 |
Cost of Goods Sold | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs | ||||
Stock-based compensation expense | 311 | 176 | 502 | 221 |
Research and Development Expense. | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs | ||||
Stock-based compensation expense | 4,084 | 3,495 | 10,516 | 7,085 |
Selling, General and Administrative Expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs | ||||
Stock-based compensation expense | $ 7,200 | $ 5,754 | $ 17,461 | $ 11,674 |
Net Income (loss) Per Share - C
Net Income (loss) Per Share - Computation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
Net (loss) income | $ (29,900) | $ (172,947) | $ 59,031 | $ 35,572 | $ (202,847) | $ 94,603 |
Denominator: | ||||||
Weighted-average common shares outstanding | 75,559,697 | 71,099,773 | 74,203,858 | 70,880,979 | ||
Basic net (loss) income per share | $ (0.40) | $ 0.83 | $ (2.73) | $ 1.33 | ||
Numerator: | ||||||
Net (loss) income | $ (29,900) | $ (172,947) | $ 59,031 | $ 35,572 | $ (202,847) | $ 94,603 |
Numerator for diluted (loss) net income per share attributable to Coherus | $ (29,900) | $ 62,485 | $ (202,847) | $ 100,539 | ||
Denominator: | ||||||
Denominator for basic net (loss) income per share | 75,559,697 | 71,099,773 | 74,203,858 | 70,880,979 | ||
Add effect of potential dilutive securities: | ||||||
Stock options, including shares subject to ESPP | 3,208,580 | 3,437,358 | ||||
Restricted stock units | 104,092 | 96,163 | ||||
Denominator for diluted net (loss) income per share | 75,559,697 | 88,660,280 | 74,203,858 | 83,775,353 | ||
Diluted net (loss) income per share | $ (0.40) | $ 0.70 | $ (2.73) | $ 1.20 | ||
2026 Convertible Notes | ||||||
Numerator: | ||||||
Add interest expense on 2026 convertible notes, net of tax | $ 3,454 | $ 5,936 | ||||
Add effect of potential dilutive securities: | ||||||
Shares issuable upon conversion of convertible notes | 14,247,835 | 9,360,853 |
Net Income (loss) Per Share - O
Net Income (loss) Per Share - Outstanding Dilutive Potential Shares Excluded from Calculation of Diluted Net Income Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive securities excluded from computation of EPS | ||||
Antidilutive securities excluded from the calculation of diluted net income per share | 37,335,701 | 12,748,634 | 37,309,256 | 11,384,913 |
Stock options, including shares subject to ESPP | ||||
Antidilutive securities excluded from computation of EPS | ||||
Antidilutive securities excluded from the calculation of diluted net income per share | 19,099,431 | 12,739,884 | 19,072,986 | 11,378,471 |
Restricted stock units | ||||
Antidilutive securities excluded from computation of EPS | ||||
Antidilutive securities excluded from the calculation of diluted net income per share | 1,820,247 | 8,750 | 1,820,247 | 6,442 |
2022 Convertible Notes | ||||
Antidilutive securities excluded from computation of EPS | ||||
Antidilutive securities excluded from the calculation of diluted net income per share | 4,473,871 | 4,473,871 | ||
2026 Convertible Notes | ||||
Antidilutive securities excluded from computation of EPS | ||||
Antidilutive securities excluded from the calculation of diluted net income per share | 11,942,152 | 11,942,152 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Taxes | ||||
Income tax expense | $ 0 | $ 1,294 | $ 0 | $ 2,227 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Feb. 28, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Feb. 29, 2016 | |
Consulting Agreement With Lanfear Advisors | |||||
Related Party Transaction | |||||
Number of options, granted | 65,000 | ||||
Exercise price | $ 17.60 | ||||
Stock-based compensation expense | $ 800,000 | ||||
Cash consulting expense | $ 0 | $ 200,000 | |||
Liabilities recognized | $ 0 | $ 286,640 | |||
Affiliated Entity | |||||
Related Party Transaction | |||||
Aggregate principal amount | $ 25,000,000 |