Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 22, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CHRS | ||
Entity Registrant Name | Coherus BioSciences, Inc. | ||
Entity Central Index Key | 1,512,762 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Common Stock, Shares Outstanding | 69,259,704 | ||
Entity Public Float | $ 632.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 72,356 | $ 126,911 |
Restricted cash | 50 | 60 |
Inventory | 1,659 | |
Prepaid manufacturing | 7,906 | 14,969 |
Other prepaid assets (includes related parties of $0 and $908 as of December 31, 2018 and 2017, respectively) | 2,379 | 3,395 |
Other assets | 83 | 142 |
Total current assets | 84,433 | 145,477 |
Property and equipment, net | 6,660 | 12,773 |
Inventory, non-current | 4,012 | |
Intangible assets | 2,620 | 2,620 |
Goodwill | 943 | 943 |
Restricted cash, non-current | 785 | 785 |
Other assets, non-current | 14 | 13 |
Total assets | 99,467 | 162,611 |
Current liabilities: | ||
Accounts payable | 15,294 | 15,481 |
Accounts payable - related parties | 233 | |
Accrued compensation | 10,540 | 2,074 |
Accrued liabilities (includes related parties of $0 and $510 as of December 31, 2018 and 2017, respectively) | 7,008 | 6,976 |
Contingent consideration, current | 3,290 | |
Other current liabilities | 419 | 341 |
Total current liabilities | 33,261 | 28,395 |
Contingent consideration, non-current | 60 | |
Convertible notes | 77,319 | 76,206 |
Convertible notes - related parties | 25,773 | 25,402 |
Other liabilities, non-current | 1,645 | 2,073 |
Total liabilities | 138,058 | 132,076 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value; Shares authorized: 5,000,000; Shares issued and outstanding: no shares at December 31, 2018 and 2017. | ||
Common stock, $0.0001 par value; Shares authorized: 300,000,000; Shares issued and outstanding: 68,302,681 and 59,840,467 at December 31, 2018 and 2017, respectively | 7 | 6 |
Additional paid-in capital | 946,515 | 808,060 |
Accumulated other comprehensive loss | (282) | (750) |
Accumulated deficit | (984,831) | (775,492) |
Total Coherus stockholders' equity (deficit) | (38,591) | 31,824 |
Non-controlling interest | (1,289) | |
Total stockholders' equity (deficit) | (38,591) | 30,535 |
Total liabilities and stockholders’ equity (deficit) | $ 99,467 | $ 162,611 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Prepaid assets, related parties | $ 0 | $ 908 |
Accrued liabilities, related parties | $ 0 | $ 510 |
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 | 68,302,681 | 59,840,467 |
Common stock, shares outstanding | 68,302,681 | 59,840,467 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | |||
Collaboration and license revenue | $ 0 | $ 1,556 | $ 189,476 |
Type of Revenue [Extensible List] | us-gaap:LicenseAndServiceMember | us-gaap:LicenseAndServiceMember | us-gaap:LicenseAndServiceMember |
Other revenue | $ 0 | $ 0 | $ 630 |
Total revenue | 0 | 1,556 | 190,106 |
Operating expenses: | |||
Research and development (includes related party of $1,609, $8,199 and $34,705 for the years ended December 31, 2018, 2017 and 2016, respectively) | 110,239 | 162,389 | 254,440 |
Selling, general and administrative (includes related party of $181, $62 and $178 for the years ended December 31, 2018, 2017 and 2016, respectively) | 94,177 | 71,303 | 51,597 |
Total operating expenses | 204,416 | 233,692 | 306,037 |
Loss from operations | (204,416) | (232,136) | (115,931) |
Interest expense (includes related party of $2,421, $2,388 and $1,980 for the years ended December 31, 2018, 2017 and 2016, respectively) | (9,684) | (9,552) | (7,980) |
Other income (expense), net | 4,691 | 3,402 | (3,877) |
Net loss | (209,409) | (238,286) | (127,788) |
Net loss attributable to non-controlling interest | 70 | 116 | 451 |
Net loss attributable to Coherus | $ (209,339) | $ (238,170) | $ (127,337) |
Net loss per share attributable to Coherus, basic and diluted | $ (3.22) | $ (4.48) | $ (3.04) |
Weighted-average number of shares used in computing net loss per share attributable to Coherus, basic and diluted | 65,034,827 | 53,133,620 | 41,912,300 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Selling, general and administrative expenses from transactions with related party | $ 181 | $ 62 | $ 178 |
Interest expense from transactions with related party | 2,421 | 2,388 | 1,980 |
Research and Development Expense | |||
Research and development from transactions with related party | $ 1,609 | $ 8,199 | $ 34,705 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (209,409) | $ (238,286) | $ (127,788) |
Other comprehensive loss: | |||
Foreign currency translation adjustments, net of tax | 468 | (120) | (229) |
Comprehensive loss | (208,941) | (238,406) | (128,017) |
Comprehensive loss attributable to non-controlling interest | 70 | 116 | 451 |
Comprehensive loss attributable to Coherus | $ (208,871) | $ (238,290) | $ (127,566) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock Offering | Private Placement | 2017 Bonus Payout | Common Stock | Common StockCommon Stock Offering | Common StockPrivate Placement | Common StockRestricted Stock Units | Common Stock2017 Bonus Payout | Additional Paid-In Capital | Additional Paid-In CapitalCommon Stock Offering | Additional Paid-In CapitalPrivate Placement | Additional Paid-In Capital2017 Bonus Payout | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Coherus Stockholder Equity (Deficit) | Total Coherus Stockholder Equity (Deficit)Common Stock Offering | Total Coherus Stockholder Equity (Deficit)Private Placement | Total Coherus Stockholder Equity (Deficit)2017 Bonus Payout | Noncontrolling Interest |
Beginning Balances at Dec. 31, 2015 | $ (6,929) | $ 4 | $ 404,175 | $ (401) | $ (409,985) | $ (6,207) | $ (722) | |||||||||||||
Beginning Balances, Shares at Dec. 31, 2015 | 39,005,589 | |||||||||||||||||||
Issuance of common stock | $ 123,567 | $ 1 | $ 123,566 | $ 123,567 | ||||||||||||||||
Issuance of common stock, Shares | 6,040,987 | |||||||||||||||||||
Issuance of common stock upon exercise of stock options | 3,312 | 3,312 | 3,312 | |||||||||||||||||
Issuance of common stock upon exercise of stock options, Shares | 761,587 | |||||||||||||||||||
Stock-based compensation expense | 27,421 | 27,421 | 27,421 | |||||||||||||||||
Cumulative translation adjustment | (229) | (229) | (229) | |||||||||||||||||
Distributions to non-controlling interest | (451) | (451) | ||||||||||||||||||
Net loss attributable to Coherus | (127,337) | (127,337) | (127,337) | |||||||||||||||||
Ending Balances at Dec. 31, 2016 | 19,354 | $ 5 | 558,474 | (630) | (537,322) | 20,527 | (1,173) | |||||||||||||
Ending Balances, shares at Dec. 31, 2016 | 45,808,163 | |||||||||||||||||||
Issuance of common stock | 131,849 | $ 81,810 | $ 2,668 | $ 1 | 131,849 | $ 81,809 | $ 2,668 | 131,849 | $ 81,810 | $ 2,668 | ||||||||||
Issuance of common stock, Shares | 6,220,901 | 7,332,220 | 14,750 | 301,455 | ||||||||||||||||
Offering costs associate with common stock offering and private placements | (619) | (619) | (619) | |||||||||||||||||
Issuance of common stock upon exercise of stock options | 482 | 482 | 482 | |||||||||||||||||
Issuance of common stock upon exercise of stock options, Shares | 162,978 | |||||||||||||||||||
Stock-based compensation expense | 33,397 | 33,397 | 33,397 | |||||||||||||||||
Cumulative translation adjustment | (120) | (120) | (120) | |||||||||||||||||
Distributions to non-controlling interest | (116) | (116) | ||||||||||||||||||
Net loss attributable to Coherus | (238,170) | (238,170) | (238,170) | |||||||||||||||||
Ending Balances at Dec. 31, 2017 | $ 30,535 | $ 6 | 808,060 | (750) | (775,492) | 31,824 | (1,289) | |||||||||||||
Ending Balances, shares at Dec. 31, 2017 | 59,840,467 | 59,840,467 | ||||||||||||||||||
Issuance of common stock | $ 102,261 | $ 1 | $ 102,260 | $ 102,261 | ||||||||||||||||
Issuance of common stock, Shares | 7,747,778 | 61,804 | ||||||||||||||||||
Offering costs associated with common stock offering | $ (473) | (473) | (473) | |||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 2,153 | 2,153 | 2,153 | |||||||||||||||||
Issuance of common stock upon exercise of stock options, Shares | 477,019 | 477,019 | ||||||||||||||||||
Stock-based compensation expense | $ 34,984 | 34,984 | 34,984 | |||||||||||||||||
Issuance of common stock upon ESPP purchase | 1,591 | 1,591 | 1,591 | |||||||||||||||||
Issuance of common stock upon ESPP purchase, Shares | 175,613 | |||||||||||||||||||
Cumulative translation adjustment | 468 | 468 | 468 | |||||||||||||||||
Distributions to non-controlling interest | (2,130) | (2,060) | (2,060) | (70) | ||||||||||||||||
Purchase of the remaining non-controlling interest | 1,359 | $ 1,359 | ||||||||||||||||||
Net loss attributable to Coherus | (209,339) | (209,339) | (209,339) | |||||||||||||||||
Ending Balances at Dec. 31, 2018 | $ (38,591) | $ 7 | $ 946,515 | $ (282) | $ (984,831) | $ (38,591) | ||||||||||||||
Ending Balances, shares at Dec. 31, 2018 | 68,302,681 | 68,302,681 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | |||
Net loss | $ (209,409) | $ (238,286) | $ (127,788) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 3,235 | 3,398 | 2,996 |
Remeasurement of fair-value contingent consideration | (3,230) | (2,260) | 4,305 |
Non-cash accretion of discount on marketable securities | (301) | (156) | |
Non-cash interest expense from amortization of debt discount | 1,484 | 1,352 | 1,041 |
Provision for other receivables | (1,300) | ||
Stock-based compensation expense | 34,797 | 33,397 | 27,421 |
Non-cash bonus payment settled in common stock | 2,668 | ||
Non-cash manufacturing postponement fee settled in common stock | 4,125 | ||
Loss (gain) on disposal of property and equipment | 51 | (6) | |
Impairment of property and equipment | 3,861 | 558 | |
Changes in operating assets and liabilities: | |||
Receivables from collaboration and license agreement | 1,859 | (299) | |
Inventory | (5,484) | ||
Prepaid manufacturing | 7,063 | 7,788 | (16,119) |
Other prepaid assets | 1,016 | 8,170 | 19,246 |
Other assets | 130 | 2,844 | 1,111 |
Other assets, non-current | (1) | 88 | |
Accounts payable | (301) | (3,810) | (4,965) |
Accounts payable - related parties | (233) | (644) | (2,671) |
Accrued compensation | 8,466 | (4,871) | 2,279 |
Accrued liabilities | (9) | (14,162) | 1,674 |
Other liabilities | 78 | 83 | 65 |
Deferred revenue | (1,562) | (93,236) | |
Advance payments under license agreements | (1,070) | (260) | |
Contingent liability to collaborator | (66,255) | ||
Other liabilities, non-current | (428) | 242 | 128 |
Net cash used in operating activities | (159,266) | (200,286) | (252,545) |
Investing activities | |||
Purchases of property and equipment | (789) | (4,573) | (6,515) |
Purchases of investments in marketable securities | (42,869) | (74,344) | |
Proceeds from maturities of investments in marketable securities | 43,170 | 74,500 | |
Purchase of non-controlling interest related to InteKrin Russia | (300) | ||
Purchase of non-controlling interest related to InteKrin Russia - related party | (400) | ||
Net cash used in investing activities | (1,188) | (4,417) | (6,515) |
Financing activities | |||
Proceeds from issuance of convertible notes | 75,000 | ||
Proceeds from issuance of convertible notes - related parties | 25,000 | ||
Proceeds from private placement | 75,000 | ||
Proceeds from common stock offering, net of underwriters discounts, commissions and offering costs | 101,748 | 131,305 | 123,606 |
Payments of convertible notes issuance costs | (739) | ||
Proceeds from ESPP purchase | 1,591 | ||
Proceeds from issuances of common stock upon exercise of stock options | 2,082 | 482 | 3,312 |
Net cash provided by financing activities | 105,421 | 206,787 | 226,179 |
Effect of exchange rate changes in cash, cash equivalents and restricted cash | 468 | (120) | (398) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (54,565) | 1,964 | (33,279) |
Cash, cash equivalents and restricted cash at beginning of period | 127,756 | 125,792 | 159,071 |
Cash, cash equivalents and restricted cash at end of period | 73,191 | 127,756 | 125,792 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 8,200 | 8,200 | 6,939 |
Supplemental disclosures of noncash investing and financing activities | |||
Purchase of property and equipment in accounts payable and accrued liabilities | 194 | (430) | 507 |
Non-cash non-controlling interest reflected in additional paid in capital | 1,359 | ||
Common stock offering costs in accounts payable and accrued liabilities | $ (39) | 75 | $ 39 |
Manufacturing services settled in common stock | $ 6,810 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Operations | 1. Description of the Business The Company is a commercial-stage biotherapeutics company, focused on the global biosimilar market. Biosimilars are a class of protein-based therapeutics with high similarity to approved originator products on the basis of various structural, physicochemical and biological properties, as well as in terms of safety and efficacy. The Company’s headquarters and laboratories are located in Redwood City, California and in Camarillo, California, respectively. On September 25, 2018, the Company received regulatory approval for the marketing of UDENYCA™ (pegfilgrastim-cbqv), a biosimilar to Neulasta, a long-acting granulocyte-colony stimulating factor, from the European Commission, and received regulatory approval for UDENYCA™ from the U.S. Food and Drug Administration (“FDA”) on November 2, 2018. The Company initiated U.S. sales of UDENYCA™ on January 3, 2019. Need to Raise Additional Capital As of December 31, 2018, the Company had an accumulated deficit of $984.8 million and cash and cash equivalents of $72.4 million. In 2018, the Company issued and sold 1,799,504 shares of common stock at a weighted average price of $12.14 per share through its ATM Offering Program and received total net proceeds of $21.0 million after deducting the underwriting discounts and commissions and offering expenses. In May 2018, the Company completed an underwritten public offering of 5,948,274 shares of its common stock at a price to the public of $14.50 per share, which includes the closing of the full exercise of the underwriters’ option to purchase an additional 775,861 shares of common stock. The Company received net proceeds from the offering of $80.8 million, after deducting the underwriting discounts and commissions and offering expenses (see Note 9). The Company also entered into a credit agreement (the “Credit Agreement”) with affiliates of Health Royalty Partners consisting of a six-year term loan facility for an aggregate principal of $75.0 million in January 2019. The Company believes that its current available cash and cash equivalents, the proceeds from the Credit Agreement of $73.1 million, net of offering and original issue discount costs, and cash collected from UDENYCA™ sales will be sufficient to fund its planned expenditures and meet the Company’s obligations for at least 12 months following its financial statement issuance date . |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of Coherus and its wholly owned subsidiaries as of December 31, 2018: Coherus Intermediate Corp, InteKrin Therapeutics Inc. (“InteKrin”) and InteKrin’s subsidiary, InteKrin Russia. In September 2018, InteKrin acquired the remainder of InteKrin Russia’s non-controlling interest of 17.5% for $0.7 million in cash. 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements. Management uses significant judgment when making estimates related to its stock-based compensation, valuation of deferred tax assets, impairment of goodwill and long-lived assets, the valuation of acquired intangible assets, valuation and reserves for inventory, clinical trial accruals, revenue recognition periods, contingent consideration, convertible notes valuation, as well as certain accrued liabilities. Management bases its estimates on historical experience and on other various 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. Foreign Currency The functional currency of InteKrin Russia, which the Company acquired in February 2014, is the Russian Ruble. Accordingly, the financial statements of this subsidiary are translated into U.S. dollars using appropriate exchange rates. Unrealized gains or losses on translation are recognized in accumulated other comprehensive loss in the consolidated balance sheet. For the years ended December 31, 2018, 2017 and 2016, the foreign exchange gains and losses recorded in other income (expense), net in the consolidated statements of operations were a net loss of $571,000, a net gain of $52,000 and a net loss of $53,000, respectively. Segment Reporting and Customer Concentration The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing biosimilar products and, as part of the InteKrin acquisition, small molecules. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. Long-lived assets are primarily maintained in the United States of America. The following table summarizes revenue by geographic region (in thousands): Year Ended December 31, 2018 2017 2016 United States $ — $ — $ 188,292 Rest of world — 1,556 1,814 Total revenue $ — $ 1,556 $ 190,106 Customer Concentration Customers whose collaboration and license revenue accounted for 10% or more of total revenues were as follows: Year Ended December 31, 2018 2017 2016 Baxalta N/A N/A 99 % Daiichi Sankyo N/A 100 % * * Cash and Cash Equivalents Cash, cash equivalents and restricted cash are comprised of cash and highly liquid investments with remaining maturities of 90 days or less at the date of purchase. The Company limits cash investments to financial institutions with high credit standings; therefore, management believes that there is no significant exposure to any credit risk in the Company’s cash, cash equivalents and restricted cash. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets and which, in aggregate, represent the amount reported in the consolidated statements of cash flows. December 31, December 31, 2018 2017 Cash and cash equivalents $ 72,356 $ 126,911 Restricted cash 50 60 Restricted cash - non-current 785 785 Total cash, cash equivalents and restricted cash $ 73,191 $ 127,756 Restricted cash consists of cash held in money market accounts at banks. The restricted cash is used as collateral against the Company’s corporate credit cards and is classified as current; restricted cash non-current is held to cover the standby letter of credit issued by the Company’s landlord to drawdown on in the event the facility lease is breached (see Note 8). Investments in Marketable Securities Management determines the appropriate classification of investments in marketable securities at the time of purchase based upon management’s intent with regards to such investments and reevaluates such designation as of each balance sheet date. All investments in 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 are excluded from earnings and are reported as a component of accumulated comprehensive income (loss). Realized gains and losses and declines in value judged to be other than temporary, if any, on available-for-sale securities are included in other income (expense), net, based on specific identification method. The Company started investing in marketable securities in 2017. For the years ended December 31, 2018 and 2017, interest income from marketable securities was $1.4 million and $0.8 million, respectively. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains its cash in bank accounts, which at times exceed federally insured limits. The Company attempts to minimize the risks related to cash, cash equivalents and restricted cash by investing in money markets with a broad and diverse range of financial instruments. The investment portfolio is maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer. The Company also maintains restricted cash in money market funds that invest primarily in U.S. Treasury securities. The Company has not recognized any losses from credit risks on such accounts during any of the periods presented. The Company believes it is not exposed to significant credit risk on its cash and money market funds. The Company entered into a strategic commercial supply agreement with KBI Biopharma (“KBI”) for the supply of UDENYCA™. The Company currently has not engaged back-up suppliers or vendors for this single-sourced service. If KBI is not able to manufacture the supply needed in the quantities and timeframe required, the Company may not be able to supply the Fair Value of Financial Instruments Fair value accounting is applied to all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Inventory Prior to the regulatory approval of the product candidates, the Company incurred expenses for the manufacture of drug product that could potentially be available to support the commercial launch of its products. The Company began to capitalize inventory costs associated with UDENYCA™ after receiving regulatory approval for UDENYCA™ in November 2018 when it was determined that the inventory had a probable future economic benefit. Inventory is stated at the lower of cost or estimated net realizable value with cost determined under the first-in first-out method. Inventory costs include third-party contract manufacturing, third-party packaging services, freight, labor costs for personnel involved in the manufacturing process, and indirect overhead costs. The Company primarily uses actual costs to determine the cost basis for inventory. The determination of whether inventory costs will be realizable requires management review of the expiration dates of the Company’s product UDENYCA™ compared to its forecasted sales. If actual market conditions are less favorable than projected by management, write-downs of inventory may be required which would be recorded as cost of sales in the consolidated statement of operations . Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred, and costs of improvements are capitalized. Depreciation and amortization is recognized using the straight-line method over the following estimated useful lives: Computer equipment and software 3 years Furniture and fixtures 5 years Machinery and equipment 5 years Leasehold improvements Shorter of lease term or useful life Impairment of Long Lived Assets and Acquired Intangible Asset The Company reviews long-lived assets, including property and equipment, and indefinite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Impairment, if any, is measured as the amount by which the carrying value of a long-lived asset exceeds its fair value. For the years ended December 31, 2018, 2017 and 2016, the Company recorded an impairment of property and equipment of $3.9 million, $558,000 and $0, respectively, in research and development within the statement of operations. Acquired in-process research and development (“IPR&D”) represents the fair value assigned to research and development assets that have not reached technological feasibility. The Company reviews amounts capitalized as acquired IPR&D for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. If the carrying value of the acquired IPR&D exceeds its fair value, then the intangible asset is written-down to its fair value. As of December 31, 2018, there have been no such impairments. Once the product candidate derived from the indefinite-lived intangible asset has been developed and commercialized, the useful life will be determined, and the carrying value of the finite-lived asset will be amortized prospectively over the estimated useful life. Alternatively, if the product candidate is abandoned, the carrying value of the intangible will be charged to research and development expense. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The Company tests goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that this asset may be impaired. The goodwill test is based on our single operating segment and reporting unit structure. The Company compares the fair value of its reporting unit to its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company would need to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference. No goodwill impairment was identified through December 31, 2018. Derivative Liability The Company has a derivative liability related to the contingent consideration associated with the acquisition of InteKrin in 2014. There were two contingent payments payable upon the achievement of certain events: (i) the completion of the first dosing of a human subject in the first Phase 2 clinical trial for InteKrin, (“Earn-Out Payment”) and (ii) upon the execution of any license, sublicense, development, collaboration, joint venture, partnering or similar agreement between the Company and the third party (“Compound Transaction Payment”). The derivative related to the contingent consideration is accounted for as a liability and remeasured to fair value as of each balance sheet date and the related remeasurement adjustment is recognized as other income (expense), net in the consolidated statements of operations. The Company determined the fair value of the two contingent consideration scenarios (the Earn-Out Payment and the Compound Transaction Payment) using a probability-weighted discounted cash flow approach. A probability-weighted value was determined by summing the probability of achieving a contingent payment threshold by the respective contingent payments. The expected cash flows were discounted at a rate selected to capture the risk of achieving the contingent payment thresholds and earning the contingent payment. This risk is comprised of InteKrin’s continued development, a specific risk factor associated with meeting the contingent consideration threshold and related payout, and counterparty risk associated with the payment of the contingent consideration. Accrued Research and Development Expense Clinical trial costs are a component of research and development expense. The Company accrues and expenses clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with clinical research organizations and clinical sites. The Company determines the actual costs through monitoring patient enrollment, discussions with internal personnel and external service providers regarding the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. Revenue Recognition The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations ; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ; and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , (collectively, the “New Revenue Standard”) on January 1, 2018 using the modified retrospective method. The Company did not have any sources of revenue or active revenue arrangements upon adoption of the New Revenue Standard, therefore, no adjustment to its retained earnings was required. If, and when, the Company initiates product sales or enters into a new revenue arrangement, the Company will apply the New Revenue Standard accordingly. On September 25, 2018, the Company received regulatory approval for the marketing of UDENYCA™ from the European Commission, and received regulatory approval from the FDA on November 2, 2018. The Company initiated U.S. sales of UDENYCA™ on January 3, 2019, which will be accounted for under Topic 606 Revenue from Contracts with Customers Prior to the adoption of the New Revenue Standard, the Company recognized revenue in accordance with Accounting Standards Codification (ASC) 605, Revenue Recognition when persuasive evidence of an arrangement existed; transfer of technology had been completed, services had been performed or products had been delivered; the fee was fixed and determinable; and collection was reasonably assured. For revenue agreements with multiple elements, the Company identified the deliverables included within the agreement and evaluated which deliverables may represent separate units of accounting based on the achievement of certain criteria, including whether the delivered element had stand-alone value to the collaborator. Deliverables under the arrangement were considered a separate unit of accounting if (i) the delivered item had value to the customer on a standalone basis and (ii) if the arrangement included a general right of return relative to the delivered item and delivery or performance of the undelivered items were considered probable and substantially within the Company’s control. The Company determined how to allocate arrangement consideration to identified units of accounting based on the selling price hierarchy provided under the relevant guidance. The selling price used for each unit of accounting was based on vendor-specific objective evidence, if available, third party evidence if vendor-specific objective evidence was not available or estimated selling price if neither vendor-specific nor third-party evidence was available. Management was required to exercise considerable judgment in determining whether a deliverable was a separate unit of accounting and in estimating the selling prices of identified units of accounting under its agreements. Upfront payments received in connection with licenses of the Company’s technology rights were deferred if facts and circumstances dictated that the license did not have stand-alone value. Such payments were recognized as license revenue over the estimated period of performance, which was generally consistent with the terms of the research and development obligations contained in the specific collaboration and license agreement. The Company regularly reviewed the estimated period of performance based on the progress made under each arrangement. Amounts received as funding of research and development activities were recognized as revenue if the collaboration arrangement involved the sale of the Company’s research or development services. However, such funding was recognized as a reduction in research and development expense when the Company engaged in a research and development project jointly with another entity, with both entities participating in project activities and sharing costs and potential benefits of the arrangement. Payments that were contingent upon the achievement of a substantive milestone were recognized in their entirety in the period in which the milestone was achieved, assuming all other revenue recognition criteria were met. A milestone was defined as an event that could only be achieved based on the Company’s performance where there was substantive uncertainty about whether the event would be achieved at the inception of the arrangement. Events that were contingent upon on the passage of time or counterparty performance were not considered milestones under accounting guidance. The Company’s evaluation included an assessment of whether (a) the consideration was commensurate with either (1) the Company’s performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the Company’s performance to achieve the milestone, (b) the consideration related solely to past performance and (c) the consideration was reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluated factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration was reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. Other contingent payments in which a portion of the payment was refundable or adjustable based on future performance or non-performance (e.g., through a penalty or claw-back provision) were not considered to relate solely to the Company’s past performance, and therefore, not considered substantive. Non-substantive contingent payments were classified as deferred revenue if they were ultimately expected to result in revenue recognition. The Company recognized non-substantive contingent payments over the remaining estimated period of performance once the specific objective was achieved. Any portion of the non-substantive contingent payments, which may have been required to be refunded to the collaborator, were not included in deferred revenue but instead were reflected as a contingent liability to collaborator on the consolidated balance sheets. Contingent payments associated with the achievement of specific objectives in certain contracts that were not considered substantive because the Company did not contribute effort to the achievement of such milestones were recognized as revenue upon achievement of the objective, as long as there were no undelivered elements remaining and no continuing performance obligations by the Company, assuming all other revenue recognition criteria were met. Research and Development Expense Research and development costs are charged to expense as incurred. Research and development expense includes, among other costs, salaries and other personnel-related costs, consultant fees, preclinical costs, cost to manufacture drug candidates, clinical trial costs and supplies, laboratory supply costs and facility-related costs. Costs incurred under agreements with third parties are charged to expense as incurred in accordance with the specific contractual performance terms of such agreements. Third-party costs include costs associated with manufacturing drug candidates, preclinical and clinical support activities. In certain cases, amounts received as reimbursement for research and development activities from the Company’s collaborators are recognized as a reduction in research and development expense when the Company engages in a research and development project, jointly with another party, with both parties incurring costs while actively participating in project activities and sharing costs and potential benefits of the arrangement. Costs incurred under arrangements where the Company provides research services approximate the amount of revenues recorded. Advance payments for goods or services to be received in the future to be utilized in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are rendered. The Company considers regulatory approval of product candidates to be uncertain, and product manufactured prior to regulatory approval may not be sold unless regulatory approval is obtained. The Company expenses manufacturing costs as incurred to research and development expense for product candidates prior to regulatory approval. If, and when, regulatory approval of a product is obtained, the Company will begin capitalizing manufacturing costs related to the approved product into inventory. Stock-Based Compensation The Company measures the cost of equity-based service awards based on the grant-date fair value of the award. The compensation cost is recognized as expense on a straight-line basis over the vesting period for options and restricted stock units (RSUs). The Company granted performance stock options (“PSO”) to purchase shares of its common stock, which will vest upon the achievement of specified conditions. The Company determined the fair values of these PSOs using the Black-Scholes option pricing model at the date of grant. For the portion of the PSOs for which the performance condition is considered probable, the Company recognizes stock-based compensation expense on the related estimated fair value of such options on a straight-line basis from the date of grant up to the date when it expects the performance condition will be achieved. The Company adopted the ASU No. 2016-09, Compensation-Stock Compensation Improvements to Employee Share-Based Payment, The Company accounts for equity instruments issued to non-employees using the fair value approach. These equity instruments consist of stock options and restricted common stock, which are valued using the Black-Scholes option-pricing model. Stock-based compensation expense is recognized as the equity instruments are earned. The measurement of stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest. The Company utilizes the Black-Scholes option-pricing model for estimating fair value of its stock options and ESPP granted. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award. For RSUs, the Company bases the fair value of awards on the closing market value of the common stock at the date of grant. Selling, General and Administrative Expenses Selling, general and administrative expenses are primarily comprised of compensation and benefits associated with sales and marketing, finance, human resources, legal, information technology and other administrative personnel, outside marketing, advertising and legal expenses and other general and administrative costs. The Company expenses the cost of advertising, including promotional expenses, as incurred. Advertising expenses were $2.8 million, $0, and $0 for the years ended December 31, 2018, 2017 and 2016, respectively. Income Taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company does not expect its unrecognized tax benefits to change significantly over the next twelve months. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had accrued no amounts for interest and penalties related to income tax matters in the Company’s consolidated balance sheet at December 31, 2018 and 2017. Comprehensive Loss Comprehensive loss is composed of two components: net loss and other comprehensive loss. Other comprehensive loss refers to gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity, but are excluded from net loss. The Company’s other comprehensive loss included unrealized gains and losses from available-for-sale marketable securities and foreign currency translation adjustments for the years ended December 31, 2018, 2017 and 2016. Net Loss per Share Attributable to Coherus Basic net loss per share attributable to Coherus is calculated by dividing the net loss attributable to Coherus by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. Since the Company was in a loss position for all periods presented, basic net loss per share attributable to Coherus is the same as diluted net loss per share attributable to Coherus as the inclusion of all potential dilutive common shares would have been anti-dilutive for all periods presented. The following outstanding dilutive potential shares have been excluded from the calculation of diluted net loss per share attributable to Coherus due to their anti-dilutive effect: Year Ended December 31, 2018 2017 2016 Stock options, including purchases from contributions to ESPP 14,743,547 11,433,069 10,150,136 Restricted stock units 44,387 120,377 — Shares issuable upon conversion of Convertible Notes 4,473,871 4,473,871 4,473,871 Total 19,261,805 16,027,317 14,624,007 In January 2019, the Company’s board of directors approved a refresh option grant of 2,556,000 shares at an exercise price of $12.37 to the employees and directors. Recent Accounting Pronouncements The following are the recent accounting pronouncements adopted by the Company in 2018: In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities all annual and interim reporting periods thereafter. E In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU No. 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash — a consensus of the FASB Emerging Issues Task Force In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The following are the recent accounting pronouncements that the Company has not yet adopted: In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements In August 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. 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 consolidated financial statements as a result of future adoption. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. 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 and 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. The Company’s financial instruments consist of Level 1 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. There were no unrealized gains and losses in the Company’s investments in these money market funds. 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. Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements are as follows (in thousands): Fair Value Measurements December 31, 2018 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 71,062 $ 71,062 $ — $ — Restricted cash (money market funds) 835 835 — — Total financial assets $ 71,897 $ 71,897 $ — $ — Liabilities: Contingent consideration $ 60 $ — $ — $ 60 Fair Value Measurements December 31, 2017 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 125,373 $ 125,373 $ — $ — Restricted cash (money market funds) 845 845 — — Total financial assets $ 126,218 $ 126,218 $ — $ — Liabilities: Contingent consideration $ 3,290 $ — $ — $ 3,290 There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. Contingent Consideration As part of the InteKrin acquisition in February 2014, the Company recognized contingent consideration associated with potential payments to be made to the former InteKrin stockholders upon the achievement of certain events specified in the agreements. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The InteKrin purchase agreement provides for contingent consideration to be paid upon (i) the first dosing of a human subject in the first Phase 2 Clinical Trial for CHS-131 ("Earn-Out Payment"), which was achieved and settled by the Company in March 2015, and (ii) per a compound transaction agreement as defined in the purchase agreement (the “Compound Transaction Payment”). The size of the Compound Transaction Payment consideration is tiered based on the size of a license or similar agreement with a third party and the timing of such agreement. The fair value measurement of the Compound Transaction Payment uses a probability-weighted discounted cash flow approach, and the change in the fair value of the contingent consideration liability is recognized in other income (expense), net within the consolidated statement of operations. The Compound Transaction analysis as of December 31, 2018 applied a 25% risk-adjusted discount rate to measure present value and also captured an additional 8.0% credit spread for counterparty credit risk given the cash payment. Additionally, the Company’s management estimates the probability of occurrence and the timing to formulate an expected cash flow. During 2018, the fair value of the compound transaction payment decreased as a result of reducing estimates of a payout to former InteKrin stockholders. Generally, increases or decreases in the probability of occurrence would result in a directionally similar impact in the fair value measurement of the Compound Transaction Payment and it is estimated that a 1% increase (decrease) in the probability of occurrence would result in an immaterial fair value fluctuation. For the years ended December 31, 2018, 2017 and 2016, the Company recognized a gain of $3.2 million, a gain of $2.3 million and a loss of $4.3 million in other income (expense), net in the consolidated statement of operations, respectively, as a result of the change in the fair value of the Compound Transaction Payment. The following table sets forth a summary of changes in the estimated fair value of the contingent consideration (in thousands): Balance as of December 31, 2016 $ 5,550 Change in fair value of the contingent consideration liability (2,260 ) Balance as of December 31, 2017 $ 3,290 Change in fair value of the contingent consideration liability (3,230 ) Balance as of December 31, 2018 $ 60 The decrease of $3.2 million in the fair value of the Compound Transaction Payment during the year ended December 31, 2018 was primarily a result of a decrease in the probability of occurrence from 33% to 10% and an extension in the timing of occurrence to a later date. Convertible Notes The estimated fair value of the 8.2% Convertible Senior Notes Due 2022, which the Company issued on February 29, 2016 (see Note 7) is based on an income approach. The estimated fair value was approximately $91.1 million (par value $100.0 million) as of December 31, 2018 and represents a Level 3 valuation. When determining the estimated fair value of the Company’s long-term debt, the Company uses a single factor binomial lattice model which incorporates the terms and conditions of the convertible notes and market based risk measurement that are indirectly observable, such as credit risk. The lattice model produces an estimated fair value based on changes in the price of the underlying common shares price over successive periods of time. An estimated yield based on market data is used to discount straight debt cash flows. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory The Company began capitalizing inventory in November 2018 once the FDA approved UDENYCA™. Inventory consisted of the following December 31, 2018 Raw materials $ 2,851 Work in process 1,576 Finished goods 1,244 Total $ 5,671 Balance sheet classification (in thousands): December 31, 2018 Inventory $ 1,659 Inventory, non-current 4,012 Total $ 5,671 Inventory expected to be sold in periods more than twelve months from the date presented is classified as inventory, non-current on the balance sheet. As of December 31, 2018, the non-current portion of inventory consisted of raw materials and a portion of work in process. As of December 31, 2018, prepaid manufacturing on the consolidated balance sheet includes a prepayment of $6.6 million made to a contract manufacturing organization (“CMO”) for manufacturing services which the Company expects to be converted into inventory within the next twelve months. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 5 . Balance Sheet Components Property and Equipment, Net Property and equipment, net are as follows (in thousands): December 31, December 31, 2018 2017 Machinery and equipment $ 11,505 $ 15,229 Computer equipment and software 1,651 1,586 Furniture and fixtures 714 714 Leasehold improvements 4,364 4,344 Construction in progress 1,463 702 Total property and equipment 19,697 22,575 Accumulated depreciation and amortization (13,037 ) (9,802 ) Property and equipment, net $ 6,660 $ 12,773 Depreciation and amortization expense was $3.2 million, $3.4 million and $3.0 million for the years ended December 31, 2018, 2017 and 2016, respectively. In the third quarter of 2018, the Company identified an impairment indicator in machinery and equipment and upon further analysis recorded an impairment loss of $3.9 million within research and development expense in the consolidated statement of operations, given the undiscounted future cash flows were less than the carrying amount of the related machinery and equipment. Impairment of property and equipment was $3.9 million and $0.6 million for the years ended December 31, 2018 and 2017, respectively. Accrued Liabilities Accrued liabilities are as follows (in thousands): December 31, December 31, 2018 2017 Accrued clinical - related parties (see Note 13) $ — $ 510 Accrued clinical and manufacturing 3,950 5,462 Accrued other 3,058 1,004 Accrued liabilities $ 7,008 $ 6,976 |
Collaboration and License Agree
Collaboration and License Agreement | 12 Months Ended |
Dec. 31, 2018 | |
Collaboration And License Agreements [Abstract] | |
Collaborative and License Agreement | 6 . Collaboration and License Agreement The Company recognized revenue related to the collaboration and license agreements for the periods presented as follows (in thousands): Year Ended December 31, 2018 2017 2016 Baxalta $ — $ — $ 188,292 Daiichi Sankyo — 1,556 1,184 Total collaboration and license revenue $ — $ 1,556 $ 189,476 Daiichi Sankyo In January 2012, the Company entered into a license agreement with Daiichi Sankyo (the “License Agreement”), under which the Company granted certain licenses to Daiichi Sankyo to develop and commercialize biosimilar forms of etanercept and rituximab in Japan, Taiwan, and South Korea with an option to develop in China. Upon execution of the agreement, Daiichi Sankyo paid a non-refundable, upfront license fee of $10.0 million. The agreement had an initial term of ten years. The Company identified the following deliverables under the agreement: (1) the transfer of intellectual property rights (license), and (2) the manufacture of drug materials for clinical development purposes. The Company considered the provisions of the multiple-element arrangement guidance in determining how to recognize the total consideration of the agreement. The Company concluded that the license was not a separate unit of accounting because Daiichi Sankyo could not benefit from the use of the license rights for their intended purpose without the products manufactured by the Company. Daiichi Sankyo relied upon the Company to manufacture and supply the products necessary for Daiichi Sankyo’s development because the related manufacturing know-how specific to the products is proprietary to the Company and Daiichi Sankyo does not have the right to manufacture the licensed product. The Company determined that neither of the deliverables have standalone value and, therefore, the deliverables were accounted for as a single unit of accounting with the upfront fee recognized as revenue on a straight-line basis over its estimated period of performance of approximately three years, which was regularly evaluated for reasonableness and revised as deemed appropriate on a prospective basis. The Company determined that the straight-line method of revenue recognition was most appropriate for this agreement given there is no discernable pattern of its performance under the arrangement. In January 2014, the Company and Daiichi Sankyo entered into the Memorandum of Understanding No. 2 (the “MOU 2”) in which both parties agreed to cooperate to conduct a global Phase 3 clinical trial in rheumatoid arthritis. In June 2015, the parties also entered into the Memorandum of Understanding No. 3 (the “MOU 3”) in which both parties agreed to cooperate further on a global Phase 3 clinical trial for an open label, safety extension study (“OLSES”) in rheumatoid arthritis. Daiichi Sankyo was responsible for a minimum of 20% of the cost of the clinical trial. The Company also entered into a clinical supply agreement as part of MOU 2 and MOU 3 in which the Company supplied finished study drug and study comparator drug for Daiichi Sankyo’s use in the Japanese portion of the product’s clinical trial. Daiichi Sankyo reimbursed these research and development costs in quarterly advance payments, and the Company recognized these advance payments as a reduction in the research and development expense when the research and development activity was performed. In July 2016 and December 2016, the Company entered into three memoranda of understanding (“MOU 4,” “MOU 5” and “MOU 6,” and together with MOU 1, MOU 2 and MOU 3, the “MOUs”) with Daiichi Sankyo. Under MOU 4, MOU 5 and MOU 6, the Company received $4.5 million for reimbursements of certain past costs incurred and the Company recognized these reimbursements as a reduction of research and development expenses when the research and development activity was performed. The Company accounted for the above MOUs as a separate arrangement, which was not deemed to be a material modification of the License Agreement. In July 2017, Daiichi Sankyo announced its decision, which was accepted by the Company, to discontinue development of the Company’s etanercept (Enbrel) biosimilar product candidate, CHS-0214, in Japan and to conclude the parties’ global open-label safety extension study in rheumatoid arthritis. Pursuant to the License Agreement, the Company regained the rights to develop and commercialize CHS-0214 in Japan. As a result of Daiichi Sankyo’s decision to opt-out of the development of CHS-0214 in Japan and not having any further performance obligations under the license arrangement, the Company recognized the remaining deferred revenue of $1.4 million as a collaboration and license revenue during the second quarter of 2017 in its consolidated statement of operations. As a result, there was no deferred revenue reflected in the consolidated balance sheets as of December 31, 2018 and 2017. On August 9, 2017, the Company and Daiichi Sankyo entered into a letter of agreement, dated July 29, 2017 to terminate the License Agreement, including, any and all MOUs and other agreements executed between the parties relating to CHS-0214. As a result, the Company did not recognize any MOU cost reimbursement as a reduction of research and development expense in 2018, and recognized $4.2 million and $9.7 million for the years ended December 31, 2017 and 2016, respectively, in its consolidated statements of operations. Baxalta The Company entered into a license agreement in August 2013 and two subsequent amendments thereto with Baxalta Incorporated, Baxalta US Inc., and Baxalta GmbH (collectively “Baxalta”) (then Baxter International, Inc., part of Shire plc as of June 2016 Under the terms of the agreement, the Company was responsible in conducting the development and the regulatory activities, and Baxalta was responsible in conducting the commercialization of the etanercept biosimilar product. In consideration of the exclusive, royalty-bearing license to develop, commercialize and use the etanercept biosimilar product, the Company received an upfront payment and was eligible to receive contingent payments composed of clinical development payments and regulatory milestone payments. If the cumulative development costs exceed the cumulative contingent payments, Baxalta would reimburse the Company for the excess cost as set forth in the agreement up to predetermined limits. Once the etanercept biosimilar product commercializes, the Company was entitled to tiered royalties, based on the manufacturing cost as a percentage of net sales of licensed products, ranging from the mid-single digits to the high teens on a country-by-country basis. These royalties were subject to certain offsets and reductions. The agreement had an initial term of ten years and contained provisions allowing Baxalta to renew the agreement for another three years on a country-by-country basis. The Company identified the following deliverables under the license agreement with Baxalta: 1) the transfer of intellectual property rights (license), (2) the obligation to provide research and development services including the manufacturing and supply of clinical product, and (3) the obligation to participate on various committees. The Company considered the provisions of the multiple-element arrangement guidance in determining how to recognize the total consideration of the agreement. The Company determined that the license did not have standalone value to Baxalta without the Company’s technical expertise as it relates to the development of the product candidate and committee participation. Additionally, the license to Baxalta did not include the right to manufacture, or have manufactured the product during the development stage, or to conduct any process development activities. Therefore, the Company concluded that these deliverables represent a single unit of accounting under the multiple-element arrangement guidance. The upfront payment and clinical development payments included contingent payments that were intended to cover development related expenses incurred by the Company, but potentially reimbursable, in part, to Baxalta under certain limited circumstances. The Company concluded that the contingent payments that contain potentially reimbursable amounts to Baxalta are not substantive milestones under the relevant accounting guidance, since the guidance does not allow the substantive milestone components of a payment to be bifurcated from non-substantive milestone components. The amounts that were contingent payments also contained a claw-back feature that, in the event that the Company commercializes the etanercept biosimilar molecule in the U.S. without Baxalta, the Company would have been required to refund a portion of those contingent payments to Baxalta. Therefore, the Company recorded the portion of the non-substantive contingent payment that contained the claw-back feature as a liability and would have continued to record such liability until the earlier of: (1) expiration of the license agreement pursuant to its terms in August 2023, (2) the earlier termination of the license agreement, or (3) the determination, pursuant to the terms of the license agreement, of the third party to commercialize CHS-0214 in the U.S. These amounts were included in the contingent liability to collaborator on the consolidated balance sheets. The portion of the non-substantive milestone payment that did not contain the claw-back feature were recorded as deferred revenue and recognized as license revenue on a straight-line basis over the remaining estimated performance period of approximately three years, which was regularly evaluated for reasonableness and revised as deemed appropriate on a prospective basis. The Company determined that there was no other method that was more appropriate than the straight-line method of revenue recognition for this agreement given there was no discernable pattern of performance under the arrangement. The Company regularly evaluated the reasonableness of the estimated period of performance and revised the amortization of deferred revenue on a prospective basis, as such, the performance period were extended in September 2014 for two quarters, December 2014 for one quarter, and September 2015 for two months, prior to the termination of the Baxalta Agreement. The regulatory milestone payments were considered substantive as the achievement was subject to the significant uncertainty as to the outcome of the development efforts, by the Company, over an extended period of time, and the Company’s substantive performance obligation under the license agreement, which included efforts associated with the clinical trials and filing and approval of drug applications by regulatory authorities in various countries. Therefore, the Company recognized revenue associated with these respective contingent payments when each of the specific events were achieved. On September 26, 2016, Shire issued a termination notice of the Baxalta Agreement, in its entirety as part of its strategic portfolio review after its acquisition of Baxalta. Upon the termination of the Baxalta Agreement, the Company regained from Shire all development and commercial rights previously licensed under the CHS-0214. There were no e Company recognized the balances of deferred revenue of $85.8 million and contingent liability to collaborator of $76.7 million as revenue in its consolidated statements of operations in 2016. |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 7 . Debt Obligations Convertible Notes On February 29, 2016, the Company issued and sold $100.0 million aggregate principal amount of its 8.2% Convertible Senior Notes (the “Convertible Notes”) and received total net proceeds of approximately $99.2 million, after deducting issuance costs of $0.8 million. The Convertible Notes constitute general, senior unsubordinated obligations of the Company and are guaranteed by certain subsidiaries of the Company. The 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, which commenced on March 31, 2016, and mature on March 31, 2022, unless earlier converted, redeemed or repurchased. If the Company fails to satisfy certain registration or reporting requirements, then additional interest will accrue on the Convertible Notes at a rate of up to 0.50% per annum in the aggregate. The Convertible Notes also bear a premium of 9% of their principal amount, which is payable when the Convertible Notes mature or are repurchased or redeemed by the Company. The 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. The Convertible Notes are convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding March 31, 2022 at the initial conversion rate of 44.7387 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $22.35 per share, and is subject to adjustment in certain events. Upon conversion of the Convertible Notes by a holder, the holder will receive shares of the Company’s common stock together, if applicable, with cash in lieu of any fractional share. The Convertible Notes are redeemable in whole, and not in part, at the Company’s option on or after 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 Convertible Notes. At maturity or redemption, if not earlier converted, the Company will pay 109% of the principal amount of the Convertible Notes maturing or being redeemed, together with accrued and unpaid interest, in cash. The Convertible Notes contain customary events of default (as defined in the Convertible Note purchase agreement), the occurrence of which could result in the acceleration of all amounts due under the Convertible Notes. These events of default include, among others, certain failures to pay amounts due on the Convertible Notes, to deliver the consideration due upon conversion or to settle uninsured judgments, decrees or orders exceeding $10.0 million, and certain defaults on other indebtedness for money borrowed of at least $10.0 million, insolvency-related events and breaches of representations, subject, in some cases, to a cure period. The Convertible Notes also contain covenants restricting the Company’s ability to incur additional indebtedness for borrowed money or convertible preferred stock and to pay dividends or make distributions on the Company’s equity interests, subject to certain exceptions. As of December 31, 2018, the Company was in full compliance with these covenants and there were no events of default under the Convertible Notes. The Convertible Notes are accounted for in accordance with ASC Subtopic 470-20, Debt with Conversion and Other Options The Company granted the holders of the Convertible Notes certain registration rights requiring the Company to register, under the Securities Act of 1933, as amended, the resale of the shares of common stock issuable upon conversion or settlement of the Convertible Notes. The following table summarizes information about the components of the Convertible Notes as of December 31, 2018 and 2017 (in thousands): December 31, December 31, 2018 2017 Principal amount of the Convertible Notes $ 81,750 $ 81,750 Unamortized debt discount and debt issuance costs (4,431 ) (5,544 ) Convertible Notes $ 77,319 $ 76,206 Principal amount of the Convertible Notes - related parties $ 27,250 $ 27,250 Unamortized debt discount and debt issuance costs - related parties (1,477 ) (1,848 ) Convertible Notes - related parties $ 25,773 $ 25,402 Total Convertible Notes $ 103,092 $ 101,608 If the Convertible Notes were converted on December 31, 2018, the holders of the Convertible Notes would receive common shares with an aggregate value of $40.5 million based on the Company’s closing stock price of $9.05. The following table presents the components of interest expense of the Convertible Notes for the year ended December 31, 2018 and 2017 (in thousands): Year Ended December 31, 2018 2017 2016 Stated coupon interest $ 6,150 $ 6,150 $ 5,159 Accretion of debt discount and debt issuance costs 1,113 1,014 781 Interest expense $ 7,263 $ 7,164 $ 5,940 Stated coupon interest - related parties $ 2,050 $ 2,050 $ 1,720 Accretion of debt discount and debt issuance costs - related parties 371 338 260 Interest expense - related parties $ 2,421 $ 2,388 $ 1,980 Total interest expense $ 9,684 $ 9,552 $ 7,920 The remaining unamortized debt discount and debt offering costs related to the Company’s Convertible Notes of approximately $5.9 million as of December 31, 2018, will be amortized using the effective interest rate over the remaining term of the Convertible Notes of 3.25 years. The annual effective interest rate is 9.48% for the Convertible Notes. The Company recognized total interest expense and amortization of the debt discount of $9.7 million and $9.6 million related to the Convertible Notes for the years ended December 31, 2018 and 2017, respectively. Future payments on the Convertible Notes as of December 31, 2018 are as follows (in thousands): Year ending December 31, 2019 $ 8,200 2020 8,200 2021 8,200 2022 111,050 Total minimum payments 135,650 Less amount representing interest (26,650 ) Convertible Notes, principal amount 109,000 Less debt discount and debt issuance costs on Convertible Notes (5,908 ) Net carrying amount of Convertible Notes $ 103,092 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8 . Commitments and Contingencies Facility Leases In July 2015, the Company entered into the office lease space for its corporate headquarters in Redwood City, California under operating lease agreement, which has been subject to an amendment to secure additional space such that the total headquarters lease space is approximately 40,341 square feet. The lease agreement, as amended, provided for aggregate tenant improvement allowance of $1.4 million, which are amortized as a reduction to rent expense on a straight-line basis over the lease term. Additionally, the lease agreement, as amended, provides for certain limited rent abatement and contains annual scheduled rent increases over the lease term. The lease terminates on November 2022 and contains a one-time option to extend the lease term for five years. As part of the lease agreement, the Company obtained a standby letter of credit (the “Letter of Credit”) in an amount of approximately $0.8 million, which may be drawn down by the Landlord to be applied for certain purposes upon the Company’s breach of any provisions under of the lease. The Company will be entitled to periodically reduce the amount of the Letter of Credit during the lease term. The Letter of Credit of $0.8 million is recorded as restricted cash, non-current within the consolidated balance sheet at December 31, 2018 and 2017. The Company also lease laboratory facilities in Camarillo, California under an operating lease agreement, which has been subject to several amendments necessary to secure additional space and extend the lease term to June 30, 2020, and December 31, 2020 on the two facility structures. Rent expense is recognized on a straight-line basis over the term of the leases and accordingly, the Company records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. Purchase Commitments The Company entered into agreements for the manufacturing of commercial supply of UDENYCA TM The Company enters into contracts in the normal course of business with contract research organizations for preclinical studies and clinical trials and CMO for the manufacture of drug 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. As of December 31, 2018, the future minimum lease payments under the non-cancellable facility leases and non-cancellable purchase commitment were as follows (in thousands): Year ending December 31, 2019 $ 6,422 2020 27,070 2021 2,672 2022 2,518 Total minimum lease payments $ 38,682 Rent expense was $2.2 million, $2.3 million and $1.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. Contingencies On March 3, 2017, Amgen Inc. and Amgen USA Inc. (collectively “Amgen”) filed an action against the Company, KBI Biopharma Inc., the Company’s employee Howard S. Weiser and Does 1-20 in the Superior Court of the State of California, County of Ventura. The complaint alleges that the Company engaged in unfair competition and improperly solicited and hired certain former Amgen employees in order to acquire and access trade secrets and other confidential information belonging to Amgen. On June 1, 2017, Amgen filed a Second Amended Complaint, which alleges as to Coherus (i) unfair competition under California Business and Professions Code Section 17200 et seq., (ii) misappropriation of trade secrets, (iii) aiding and abetting breach of duty of loyalty and (iv) tortious interference with contract. As to defendant Weiser, the Second Amended Complaint alleges (i) unfair competition under California Business and Professions Code Section 17200 et seq., (ii) misappropriation of trade secrets, (iii) breach of contract, (iv) violation of Penal Code Section 502 and (v) breach of duty of loyalty. KBI Biopharma Inc. is not named as a defendant in the Second Amended Complaint. The Second Amended Complaint seeks injunctive relief and monetary damages. Although Amgen has indicated it intends to seek a preliminary injunction, no motion has been filed yet. The court has set a trial date of April 22, 2019. On May 10, 2017, Amgen Inc. and Amgen Manufacturing Inc. filed an action against the Company in the U.S. District Court for the District of Delaware (the “District Court”) alleging infringement of one or more claims of Amgen’s U.S. patent 8,273,707 (the “‘707 patent”) under 35 U.S.C. § 271. The complaint seeks injunctive relief, monetary damages and attorney fees. On December 7, 2017, the U.S. Magistrate Judge issued under seal a Report and Recommendation to the District Court recommending that the District Court grant, with prejudice, the Company’s pending motion to dismiss Amgen Inc. and Amgen Manufacturing Inc.’s complaint for failure to state a claim pursuant to Federal Rule of Civil Procedure 12(b)(6). On March 26, 2018, Judge Stark of the District Court adopted the U.S. Magistrate Judge’s Report and Recommendation to grant the motion of the Company pursuant to Federal Rule of Civil Procedure 12(b)(6) to dismiss with prejudice the patent infringement complaint alleging infringement of the ‘707 patent on the grounds that such complaint failed to state a claim upon which relief may be granted. In May 2018, Amgen filed a Notice of Appeal in the U.S. Court of Appeals for the Federal Circuit. Amgen and Coherus have filed briefs in this matter and decision on the appeal is expected from the Federal Circuit in 2019. The Company believes that these lawsuits are without merit and intends to vigorously defend its position. However, if Amgen were to be successful in its effort to seek injunctive relief, these legal actions may negatively affect the Company’s future revenues and results of operations. It is not possible at this time to determine the likelihood of an unfavorable outcome or an estimate of the amount or range of any potential loss. 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investment Summarized Financial Information Liabilities And Equity [Abstract] | |
Stockholders' Equity | 9 . Stockholders’ Equity Common Stock Offerings In January 2016, the Company’s shelf registration statement on Form S-3 (File No. 333-208625) (the “Shelf Registration Statement”) was declared effective by the SEC. As of January 18, 2019, the Company’s Shelf Registration Statement expired. On October 28, 2016, the Company entered into a sales agreement (the “Sales Agreement”) with Cowen to sell shares of the Company’s common stock, with aggregate gross sales proceeds of up to $100,000,000, from time to time, through an at-the-market equity offering program under which Cowen will act as its sales agent (the “ATM Offering Program”). Cowen is entitled to compensation for its services equal to 3.0% of the gross proceeds of any shares of common stock sold through Cowen under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement. The shares will be issued pursuant to the Company’s Shelf Registration Statement. The Company filed a prospectus supplement, dated October 28, 2016, with the SEC in connection with the offer and sale of the shares pursuant to the Sales Agreement. In January and December 2017, the Company sold 925,999 shares of common stock at a weighted average price of $12.42 per share through its ATM Offering Program and received total gross proceeds of $11.5 million. After deducting commission of $0.3 million and offering expense of $0.1 million, the net proceeds were $11.1 million. In 2018, the Company issued and sold 1,799,504 shares of common stock at a weighted average price of $12.14 per share through its ATM Offering Program and received total gross proceeds of $21.8 million. After deducting commission of $0.7 million and offering expense of $0.1 million, the net proceeds were $21.0 million. As of December 31, 2018, the Company had $10.1 million remaining under the ATM Offering Program. In January 2019, the Company issued and sold 761,130 shares of common stock at a weighted average price of $11.17 per share through its ATM Program and received total net proceeds of $8.2 million. As of January 18, 2019, the Company’s Shelf Registration Statement expired and accordingly the ATM Offering Program was terminated. In February and March 2017, the Company issued and sold 5,294,902 shares of common stock at a price of $24.25 per share. The Company received total gross proceeds from the offering of $128.4 million. After deducting underwriting discounts and commissions of $7.7 million and offering expense of $0.3 million, the net proceeds were $120.4 million. In August 2017, the Company issued and sold an aggregate of 6,556,116 shares of common stock to V-Sciences Investments Pte Ltd, a private limited Singapore company, (“Temasek”) in a private placement transaction at an offering price of $11.4397 per share for gross proceeds of $75.0 million. After deducting offering expenses of $0.1 million, the net proceeds were $74.9 million. Pursuant to the stock purchase agreement, Temasek may purchase additional shares of common stock equal to gross proceeds of $75.0 million, subject to certain conditions. On September 22, 2017, the Company filed a registration statement with the SEC registering the resale of the common stock sold and issued in the private placement transaction as of August 2017, and it was declared effective by the SEC on October 16, 2017. In December 2017, the Company issued an aggregate of 776,104 shares of common stock to KBI Biopharma, Inc., a contract manufacturing organization (“KBI”), in a private placement transaction at an offering price of $8.7746 per share amounting to $6.8 million. Pursuant to the purchase agreement, as consideration for the issuance of the shares, the Company will not be charged the (i) $4.1 million postponement fee, owed by the Company pursuant to the master service agreement for the postponement of the start of the 2017 manufacturing campaign of UDENYCA™, (ii) $2.7 million campaign reservation fee for the second 2018 manufacturing campaign of UDENYCA™ and (iii) increase of certain batch fees until the 2018 manufacturing campaign of UDENYCA™ begins. The Company provided to KBI the right to receive contingent cash royalty payments, in an amount not to exceed $0.7 million in aggregate, upon the achievement of certain conditions related to the timing of the delivery by KBI to the Company of UDENYCA™. In 2018, KBI was unsuccessful in meeting these conditions, and therefore, the contingent royalty payments expired. In May 2018, the Company completed an underwritten public offering of 5,948,274 shares of its common stock at a price to the public of $14.50 per shares, which includes the closing of the full exercise of the underwriters’ option to purchase an additional 775,861 shares of common stock. The Company received total gross proceeds from the offering of $86.3 million. After deducting underwriting discounts and commissions of $5.2 million and offering expenses of $0.3 million, the net proceeds were $80.8 million. |
Stock Option Plans and Stock-Ba
Stock Option Plans and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Option Plans and Stock-Based Compensation | 10 . Stock Option Plans and Stock-Based Compensation Equity Incentive Plans In October 2014, the Company’s board of directors and its stockholders adopted the 2014 Equity Incentive Plan (the “2014 Plan”), which became effective upon the closing of the Company’s IPO on November 6, 2014. The 2014 Plan is subject to automatic annual increases in the number of shares available for issuance on the first business day of each fiscal year equal to four percent (4%) of the number of shares of the Company’s common stock outstanding as of such date or a lesser number of shares as determined by the Company’s board of directors. All remaining shares under the Company’s 2010 Stock Plan (the “2010 Plan”) were transferred to the 2014 Plan upon adoption and any additional shares than would otherwise return to the 2010 Plan as a result of forfeiture, termination or expiration of the awards will return to the 2014 Plan. The 2014 Plan provided for the Company to grant shares and/or options to purchase shares of common stock to employees, directors, consultants and other service providers. As of December 31, 2018, the Company had 388,873 shares of common stock available for future issuance. In June 2016, the Company adopted the 2016 Employment Commencement Incentive Plan (the “2016 Plan”). The 2016 Plan is designed to comply with the inducement exemption contained in Nasdaq’s Rule 5635(c)(4), which provides for the grant of non-qualified stock options, restricted stock units, restricted stock awards, performance awards, dividend equivalents, deferred stock awards, deferred stock units, stock payment and stock appreciation rights to a person not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with the Company. The Company reserved for future issuance under the 2016 Plan a total of 2,300,000 shares of its common stock for new employees. The 2016 Plan does not provide for any annual increases in the number of shares available. As of December 31, 2018, the Company is authorized to issue 2,300,000 shares of common stock under the 2016 Plan and had 90,750 shares of common stock available for future issuance. Stock Options Incentive stock options and non-statutory stock options may be granted with exercise prices of not less than the fair value of the common stock on the date of grant. These stock options were granted to generally vest over four years, expire in ten years from the date of grant and are generally exercisable after vesting. The following table sets forth the summary of option activities under the 2016 and 2014 Plans: Options Outstanding Number of Options Weighted-Average Exercise Balances at December 31, 2017 11,406,219 $ 15.321 Granted - at fair value 4,963,100 11.971 Exercised (477,019 ) 4.513 Forfeited /cancelled (1,217,747 ) 19.389 Balances at December 31, 2018 14,674,553 $ 14.202 Additional information related to the status of options as of December 31, 2018 is summarized as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Contractual Terms (Years) Aggregate Intrinsic Value (in thousands) Options outstanding 14,674,553 $ 14.202 7.23 $ 22,368 Options vested and expected to vest 14,674,553 $ 14.202 7.23 $ 22,368 Options vested and exercisable 8,531,888 $ 13.969 6.11 $ 22,365 During the years ended December 31, 2018, 2017 and 2016, the total estimated fair value of the options vested was $29.9 million, $29.4 million and $23.2 million, respectively, the estimated weighted-average grant-date fair value of options granted was $7.77, $11.70 and $13.32 per share, respectively, and the aggregate intrinsic value of options exercised was $4.9 million, $2.1 million and $15.8 million, respectively. The Company recognized stock-based compensation expenses of $31.4 million, $29.0 million and $23.2 million in 2018, 2017 and 2016, respectively, related to employee stock options. As of December 31, 2018, total unrecognized stock-based compensation expenses related to unvested employee stock options was $49.7 million, which is expected to be recognized on a straight-line basis over a weighted-average period of approximately 2.6 years. Restricted Stock Units In August 2017, the Compensation Committee of the Company’s board of directors approved the granting of restricted stock units (“RSUs”) to its employees. RSUs are share awards that entitle the holder to receive freely tradable shares of our common stock upon vesting. The RSUs cannot be transferred and are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. The Company’s RSUs generally vest from the applicable grant date according to the following vesting schedules: 50% after twelve months, 25% after 18 months, and 25% after 24 months, provided the employee remains continuously employed with the Company. The fair value of RSUs is equal to the closing price of our common stock on the applicable grant date of the RSUs. The following table sets forth the summary of RSUs activity, under the 2014 Plan: RSUs Outstanding Number of RSUs Weighted-Average Grant Date Balances at December 31, 2017 120,377 $ 13.975 RSUs granted 5,000 15.600 RSUs vested (61,804 ) 18.622 RSUs cancelled (19,186 ) 12.700 Balances at December 31, 2018 44,387 $ 12.700 The total fair value of RSUs vested was $1.0 million during the year ended December 31, 2018 and $2.9 million, which included a $2.7 million bonus payout settled in RSUs, during the year ended December 31, 2017. The total estimated grant date fair value of RSUs was $78,000 during the year ended December 31, 2018 and $6.4 million, which included a $4.3 million bonus payout settled in RSUs during the year ended December 31, 2017. The estimated weighted-average grant-date fair value of RSUs granted was $15.60 per share and $10.43 per share during the years ended December 31, 2018 and 2017, respectively. The Company recognized stock-based compensation expenses related to RSUs of $0.7 million and $0.6 million for the year ended December 31, 2018 and 2017, respectively. As of December 31, 2018, total unrecognized stock-based compensation expenses related to unvested RSUs was $0.3 million, which is expected to be recognized on a straight-line basis over a weighted-average period of approximately 0.6 years. Performance Stock Options (“PSOs”) In April 2018, the Compensation Committee of the Company’s board of directors approved the granting of performance stock option awards to senior officers. PSOs represent a contingent right to purchase the common stock of the Company upon achievement of specified conditions. The PSOs granted will vest upon the achievement of commercial launch and certain sales goals related to UDENYCA TM . The Company recognized stock-based compensation expense of $0.5 million in 2018 related to PSOs. Nonemployees Stock-Based Compensation The Company granted 147,500, 60,000 and 248,650 stock options to purchase shares of common stock to nonemployees during the years ended December 31, 2018, 2017 and 2016, respectively. The weighted-average exercise price of the options granted in 2018, 2017 and 2016 was $14.32, $13.47 and $18.16 per share, respectively. For the years ended December 31, 2018, 2017 and 2016, the Company recorded stock-based compensation expense related to options granted to nonemployees of $1.6 million, $1.9 million and $4.2 million, respectively. The Company remeasures the fair value of the unvested nonemployee options at each period using the Black-Scholes option-pricing model reflecting the same assumptions as applied to employee options in each of the reported years, other than the expected life, which is assumed to be the remaining contractual life of the options. Employee Stock Purchase Plan In October 2014, the Company’s board of directors and its stockholders approved the establishment of the 2014 Employee Stock Purchase Plan (“ESPP”). The ESPP provides for annual increases in the number of shares available for issuance on the first business day of each fiscal year, equal to the lesser of one percent (1%) of the number of shares of the Company’s common stock outstanding as of such date, 320,000 shares of common stock, or a number of shares as determined by the Company’s board of directors. The ESPP had 1,923,506 shares of common stock available for future issuance as of December 31, 2018. Eligible employees may purchase common stock at 85% of the lesser of the fair market value of the Company’s common stock on the first or last day of the offering period. The offering periods of ESPP are on May 16 and November 16. The Company recognized stock-based compensation expenses related to ESPP of $0.8 million and $80,000 for the year ended December 31, 2018 and 2017, respectively. As of December 31, 2018, there was $0.7 million of unrecognized compensation expense associated with the ESPP, which is expected to be recognized over an estimated weighted-average period of five months. Stock-Based Compensation The stock-based compensation expense is reflected in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2018 2017 2016 Research and development $ 15,339 $ 15,104 $ 13,592 General and administrative 19,458 18,293 13,829 $ 34,797 $ 33,397 $ 27,421 Stock-based compensation of $187,000 was capitalized into inventory for the year ended December 31, 2018. Stock-based compensation capitalized into inventory is recognized as cost of sales when the related product is sold. The Company has a change of control and involuntary termination benefit agreement in place with the Company’s senior executives. The agreement provided for severance terms, acceleration of options and extension of exercise period in the event of a change of control or involuntary termination. For the year ended December 31, 2017, the Company recorded a non-cash stock-based compensation expense for option modifications of $0.5 million and $1.3 million, which was reflected in research and development and selling, general and administrative expenses in the consolidated statement of operations, respectively. The stock-based compensation expense for the option modifications were primarily due to the Company’s restructuring plan completed in June 2017 (see Note 11). Valuation Assumptions of Awards Granted to Employees The Company estimated the fair value of each stock option and awards granted under the ESPP on the date of grant using the Black-Scholes option-pricing model. The following table illustrates the weighted average assumptions for the Black-Scholes option-pricing model used in determining the fair value of the awards during the years ended December 31, 2018, 2017 and 2016: Year Ended December 31, 2018 2017 2016 Expected term (years) Stock options 6.00 6.00 6.00 ESPP 0.50 0.50 — Expected volatility Stock options 71 % 76 % 75 % ESPP 71 % 68 % — Risk-free interest rate Stock options 2.77 % 2.01 % 1.42 % ESPP 2.40 % 1.42 % — Expected dividend yield Stock options 0 % 0 % 0 % ESPP 0 % 0 % — Expected Term: The expected term represents the period for which the stock-based awards are expected to be outstanding and is based on the options’ vesting term and contractual term. The Company elected to use the “simplified method” for estimating the expected term, which is calculated as the mid-point between the vesting period and the contractual term of the options. Expected Volatility: The Company used an average historical stock price volatility of industry peers as representative of future stock price volatility since the Company does not have sufficient trading history for its common stock. Risk-Free Interest Rate: The Company based the risk-free interest rate by using an equivalent to the expected term based on the U.S. Treasury constant maturity rate as of the date of grant. Expected Dividends: The Company has not paid and does not anticipate paying any dividends in the near future, and therefore used an expected dividend yield of zero in the valuation model |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | 11 . Restructuring On June 21, 2017, the Company commenced and completed a restructuring plan to reduce operating costs to better align its workforce with the needs of its business following the FDA’s June 2017 issuance of a CRL for its BLA for , in which the FDA stated that it cannot approve the Company’s BLA for in its present form and provided recommendations to the Company to address the issues raised in the letter. In connection with the restructuring, the Company recorded aggregate restructuring charges in its consolidated statement of operations of $3.6 million in June 2017. The restructuring charges included one-time termination fees and other employee-related costs of $1.0 million and $1.1 million in research and development and selling, general and administrative expenses in the consolidated statement of operations, respectively. Additionally, non-cash stock-based compensation expense related to the acceleration of stock options and the extension of post-termination stock option exercise periods of $0.3 million and $1.2 million was reflected in research and development and selling, general and administrative expenses in the consolidated statement of operations, respectively. In the first quarter of 2018, the Company fully settled the $2.1 million of personnel-related restructuring charges, therefore there were no restructuring balances reflected in the Company’s balance sheet as of December 31, 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12 . Income Taxes The Company utilizes the liability method of accounting for deferred income taxes. Under this method, deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance is established against deferred tax assets because, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. The components of loss before income taxes are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Domestic $ (208,843 ) $ (222,674 ) $ (95,776 ) Foreign (496 ) (15,496 ) (31,561 ) Total $ (209,339 ) $ (238,170 ) $ (127,337 ) There was no provision for income taxes for all years presented due to the establishment of a full valuation allowance against the Company’s deferred tax assets. A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2018 2017 2016 Percent of pre-tax income: U.S. federal statutory income tax rate 21.00 % 34.00 % 34.00 % State taxes, net of federal benefit 0.16 0.80 1.98 Foreign rate differences (0.05 ) (2.21 ) (8.43 ) Permanent items 0.15 (0.19 ) (2.02 ) Research and development credit 2.61 2.10 8.38 Effect in NOLs due to adoption of ASU 2016-09 — 4.55 — U.S. Tax Reform tax rate change — (36.90 ) — Other 2.23 (0.21 ) (0.13 ) Change in valuation allowance (26.10 ) (1.94 ) (33.78 ) Effective income tax rate — % — % — % Significant components of the Company’s net deferred tax assets as of December 31, 2018 and 2017 consist of the following (in thousands): December 31, 2018 2017 Net operating loss carryforwards $ 168,753 $ 134,420 Research and development credits 39,891 34,435 Depreciation and amortization 7,901 336 Stock-based compensation 17,123 13,119 Other accruals 3,942 655 Gross deferred tax assets 237,610 182,965 In-process research and development (552 ) (550 ) Gross deferred tax liabilities (552 ) (550 ) Total net deferred tax asset 237,058 182,415 Less valuation allowance (237,058 ) (182,415 ) Net deferred tax assets $ — $ — On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. The Tax Act contains several key provisions that may have significant financial statement effects including the remeasurement of deferred taxes and the recognition of liabilities for taxes on mandatory repatriation and certain other foreign income. The Tax Act reduces the corporate tax rate from 35% to 21% effective January 1, 2018. Because ASC 740 requires companies to recognize the effect of tax law changes in the period of enactment, the effects must be recognized by companies’ December 2017 financial statements, even though the effective date for most provisions of the Tax Act was January 1, 2018. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118) which allows companies to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation was yet to be issued, the accounting of the transition tax and deferred tax re-measurements were incomplete as of December 31, 2017. The Company filed its 2017 Federal corporate income tax return in the fourth quarter of 2018. The final analysis and impact of the Tax Act is reflected in the tax provision and related tax disclosures for the year ended December 31, 2018. There was a gross increase of approximately $2.9 million to the originally estimated $87.9 million remeasurement of deferred tax assets. The $2.9 million remeasurement had no impact on the income statement or balance sheet due to the corresponding valuation allowance offsetting deferred taxes. The valuation allowance increased $54.6 million, $4.6 million and $43.0 million during the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, the Company had federal net operating loss carryforwards of approximately $783.1 million, which will start to expire beginning in 2031, and various state net operating loss carryforwards of approximately $49.1 million, which have various expiration dates beginning in 2031. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. Under the new enacted tax law, the carry forward period of net operating losses generated from 2018 forward is indefinite. However, the carryforward period for net operating losses generated prior to 2018 remains the same. Therefore, the annual limitation may result in the expiration of certain net operating losses and tax credit carryforwards before their utilization. As of December 31, 2018, the Company had federal research and development credit carryforwards of approximately $44.1 million, which will start to expire in 2031, and state research and development credit carryforwards of approximately $16.2 million, which can be carried forward indefinitely. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible. Due to the Company’s history of losses, and lack of other positive evidence, the Company has determined that it is more likely than not that its net deferred tax assets will not be realized, and therefore, the net deferred tax assets are fully offset by a valuation allowance at December 31, 2018 and 2017. The deferred tax assets were primarily comprised of federal and state tax net operating losses and tax credit carryforwards. Utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation due to historical or future ownership percentage change rules provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of certain net operating loss and tax credit carryforwards before their utilization. The Company files U.S, California and other state income tax returns with varying statutes of limitations. The tax years from 2011 forward remain open to examination due to the carryover of unused net operating losses and tax credits. A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Balance at beginning of year $ 15,682 $ 18,682 $ 10,605 Additions based on tax positions related to current year 1,276 3,387 6,111 Additions for tax positions of prior years 1,157 (6,387 ) 1,966 Balance at end of year $ 18,115 $ 15,682 $ 18,682 As of December 31, 2018, 2017 and 2016, the Company had approximately $18.1 million, $15.7 million, and $18.7 million, respectively, of unrecognized benefits, none of which would currently affect the Company’s effective tax rate if recognized due to the Company’s deferred tax assets being fully offset by a valuation allowance. The Company does not believe there will be any material changes in its unrecognized tax positions over the next twelve months. During the years ended December 31, 2018, 2017 and 2016, the Company did not recognize accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate a material adjustment of unrecognized tax benefits during the next 12 months as reductions for tax positions of prior years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Transactions Associated with Medpace Agreement A prior member of the Company’s board of directors is also the president and chief executive officer of Medpace Inc. (“Medpace”). As such, Medpace was deemed to be a related party until the director’s resignation on March 1, 2018. As a result, the Company no longer reflects balances and transactions associated with Medpace as related party in its consolidated financial statements as of March 1, 2018. As of December 31, 2017, the Company had $0.9 million in prepaid assets (prepaid clinical and other–related parties), $0.2 million in accounts payable–related parties, and $0.5 million in accrued and other liabilities (accrued clinical–related parties), all reflected on the Company’s consolidated balance sheet associated with Medpace. The Company recognized $1.5 million, $8.2 million and $34.6 million during years ended December 31, 2018, 2017 and 2016, respectively, for services rendered by Medpace within research and development expense in the consolidated statements of operations. Recruiting Services One member of the Company’s board of directors is a partner of a firm that provides recruiting services to the Company. As such, the recruiting services provided were deemed to be related party transactions. As of December 31, 2018 and 2017, there were no such related party balances in the Company’s consolidated balance sheets. The Company recorded in research and development expense in its consolidated statements of operations, $130,000, $17,000 and $135,000 for the years ended December 31, 2018, 2017 and 2016, respectively, for services rendered by the recruiting company. The Company recorded in selling, general and administrative expense in its consolidated statements of operations, $181,000, $62,000 and $178,000 for the year ended December 31, 2018, 2017 and 2016, respectively, for services rendered by the recruiting company. Convertible Notes — Related Parties In February 2016, the Company issued Convertible Notes to certain related parties (some companies affiliated with members of the Company’s board of directors), for an aggregate principal amount of $25.0 million (see Note 7 for related party disclosure). InteKrin Acquisition In February 2014, the Company completed the acquisition of the InteKrin for total consideration of $5.0 million. Mr. Dennis M. Lanfear, the chief executive officer of the Company, was the chairman of the board and acting president of InteKrin at the time of the acquisition. As such, the InteKrin acquisition was a related party transaction. Mr. Lanfear also owned 10% of the outstanding securities of InteKrin Russia, a majority owned subsidiary of InteKrin. In September 2018, InteKrin acquired the outstanding 17.5% of securities of InteKrin Russia held by its non-controlling owners for $0.7 million. As a result of this purchase of the non-controlling ownership in InteKrin Russia, Mr. Lanfear, who was one of the non-controlling stockholders of InteKrin Russia, received $0.4 million in consideration for his shares. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events Term Loan On January 7, 2019 (the “Credit Agreement Closing Date”), the Company entered into a credit agreement (the “Credit Agreement”) with affiliates of Healthcare Royalty Partners (together, the “Lenders”). The Credit Agreement 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 “Guarantors”). The Borrowings under the Credit Agreement bear interest through maturity at 7.00% per annum plus LIBOR (customarily defined). If the consolidated net sales (customarily defined) for UDENYCA™, the Company’s pegfilgrastim (Neulasta ® Principal payments on the Borrowings are required to be paid in equal quarterly installments beginning on the four year anniversary of the Credit Agreement The Company is also required to make mandatory prepayments of the Borrowings under the Credit Agreement, 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 Credit Agreement, then the Company shall pay, in addition to such prepayment, a prepayment premium (the “Prepayment Premium”) equal to (i) with respect to any prepayment paid or required to be paid on or prior to the three year 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 Credit Agreement Closing Date, (ii) with respect to any prepayment paid or required to be paid after the three year anniversary of the Credit Agreement Closing Date but on or prior to the four year anniversary of the Credit Agreement 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 four year anniversary of the Credit Agreement Closing Date but on or prior to the five year anniversary of the Credit Agreement 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 Credit Agreement, the Company paid a fee to the Lenders of $1.1 million at closing in the form of an original issue discount. Upon the prepayment or repayment of the Borrowings (or upon the date such prepayment or repayment is required to be paid), the Company 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 Credit Agreement are secured by a lien on substantially all of the Company’s and the Guarantors’ tangible and intangible property, including intellectual property. The Credit Agreement 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, in asset sales, and declare dividends or redeem or repurchase capital stock. Additionally, the consolidated net sales for UDENYCA™ must not be lower than $70.0 million for the fiscal year ending December 31, 2019, (b) $125.0 million for the fiscal year ending December 31, 2020, and (c) $150.0 million for each fiscal year thereafter. A failure to comply with these covenants could permit the Lenders under the Credit Agreement to declare the Borrowings, together with accrued interest and fees, to be immediately due and payable. |
Supplementary Data - Quarterly
Supplementary Data - Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | 15. Supplementary Data – Quarterly Financial Data (Unaudited) The following table presents certain unaudited consolidated quarterly financial information for each of the quarters ended December 31, 2018 and 2017: 2018 Quarter End (in thousands, except per share data) March 31 June 30 September 30 December 31 Total revenue $ — $ — $ — $ — Total operating expenses 42,032 44,910 56,972 60,502 Net loss (44,302 ) (43,685 ) (58,826 ) (62,596 ) Net loss attributable to Coherus (44,297 ) (43,638 ) (58,808 ) (62,596 ) Net loss per share attributable to Coherus, basic and diluted (0.74 ) (0.68 ) (0.87 ) (0.92 ) 2017 Quarter End March 31 June 30 September 30 December 31 Total revenue $ 161 $ 1,395 $ — $ — Total operating expenses 72,578 58,033 56,615 46,466 Net loss (74,822 ) (55,402 ) (58,993 ) (49,069 ) Net loss attributable to Coherus (74,778 ) (55,336 ) (58,989 ) (49,067 ) Net loss per share attributable to Coherus, basic and diluted (1.54 ) (1.08 ) (1.09 ) (0.84 ) |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of Coherus and its wholly owned subsidiaries as of December 31, 2018: Coherus Intermediate Corp, InteKrin Therapeutics Inc. (“InteKrin”) and InteKrin’s subsidiary, InteKrin Russia. In September 2018, InteKrin acquired the remainder of InteKrin Russia’s non-controlling interest of 17.5% for $0.7 million in cash. 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements. Management uses significant judgment when making estimates related to its stock-based compensation, valuation of deferred tax assets, impairment of goodwill and long-lived assets, the valuation of acquired intangible assets, valuation and reserves for inventory, clinical trial accruals, revenue recognition periods, contingent consideration, convertible notes valuation, as well as certain accrued liabilities. Management bases its estimates on historical experience and on other various 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. |
Foreign Currency | Foreign Currency The functional currency of InteKrin Russia, which the Company acquired in February 2014, is the Russian Ruble. Accordingly, the financial statements of this subsidiary are translated into U.S. dollars using appropriate exchange rates. Unrealized gains or losses on translation are recognized in accumulated other comprehensive loss in the consolidated balance sheet. For the years ended December 31, 2018, 2017 and 2016, the foreign exchange gains and losses recorded in other income (expense), net in the consolidated statements of operations were a net loss of $571,000, a net gain of $52,000 and a net loss of $53,000, respectively. |
Segment Reporting and Customer Concentration | Segment Reporting and Customer Concentration The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing biosimilar products and, as part of the InteKrin acquisition, small molecules. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. Long-lived assets are primarily maintained in the United States of America. The following table summarizes revenue by geographic region (in thousands): Year Ended December 31, 2018 2017 2016 United States $ — $ — $ 188,292 Rest of world — 1,556 1,814 Total revenue $ — $ 1,556 $ 190,106 Customer Concentration Customers whose collaboration and license revenue accounted for 10% or more of total revenues were as follows: Year Ended December 31, 2018 2017 2016 Baxalta N/A N/A 99 % Daiichi Sankyo N/A 100 % * * |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash, cash equivalents and restricted cash are comprised of cash and highly liquid investments with remaining maturities of 90 days or less at the date of purchase. The Company limits cash investments to financial institutions with high credit standings; therefore, management believes that there is no significant exposure to any credit risk in the Company’s cash, cash equivalents and restricted cash. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets and which, in aggregate, represent the amount reported in the consolidated statements of cash flows. December 31, December 31, 2018 2017 Cash and cash equivalents $ 72,356 $ 126,911 Restricted cash 50 60 Restricted cash - non-current 785 785 Total cash, cash equivalents and restricted cash $ 73,191 $ 127,756 Restricted cash consists of cash held in money market accounts at banks. The restricted cash is used as collateral against the Company’s corporate credit cards and is classified as current; restricted cash non-current is held to cover the standby letter of credit issued by the Company’s landlord to drawdown on in the event the facility lease is breached (see Note 8). |
Investments in Marketable Securities | Investments in Marketable Securities Management determines the appropriate classification of investments in marketable securities at the time of purchase based upon management’s intent with regards to such investments and reevaluates such designation as of each balance sheet date. All investments in 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 are excluded from earnings and are reported as a component of accumulated comprehensive income (loss). Realized gains and losses and declines in value judged to be other than temporary, if any, on available-for-sale securities are included in other income (expense), net, based on specific identification method. The Company started investing in marketable securities in 2017. For the years ended December 31, 2018 and 2017, interest income from marketable securities was $1.4 million and $0.8 million, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains its cash in bank accounts, which at times exceed federally insured limits. The Company attempts to minimize the risks related to cash, cash equivalents and restricted cash by investing in money markets with a broad and diverse range of financial instruments. The investment portfolio is maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer. The Company also maintains restricted cash in money market funds that invest primarily in U.S. Treasury securities. The Company has not recognized any losses from credit risks on such accounts during any of the periods presented. The Company believes it is not exposed to significant credit risk on its cash and money market funds. The Company entered into a strategic commercial supply agreement with KBI Biopharma (“KBI”) for the supply of UDENYCA™. The Company currently has not engaged back-up suppliers or vendors for this single-sourced service. If KBI is not able to manufacture the supply needed in the quantities and timeframe required, the Company may not be able to supply the |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value accounting is applied to all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. |
Inventory | Inventory Prior to the regulatory approval of the product candidates, the Company incurred expenses for the manufacture of drug product that could potentially be available to support the commercial launch of its products. The Company began to capitalize inventory costs associated with UDENYCA™ after receiving regulatory approval for UDENYCA™ in November 2018 when it was determined that the inventory had a probable future economic benefit. Inventory is stated at the lower of cost or estimated net realizable value with cost determined under the first-in first-out method. Inventory costs include third-party contract manufacturing, third-party packaging services, freight, labor costs for personnel involved in the manufacturing process, and indirect overhead costs. The Company primarily uses actual costs to determine the cost basis for inventory. The determination of whether inventory costs will be realizable requires management review of the expiration dates of the Company’s product UDENYCA™ compared to its forecasted sales. If actual market conditions are less favorable than projected by management, write-downs of inventory may be required which would be recorded as cost of sales in the consolidated statement of operations . |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred, and costs of improvements are capitalized. Depreciation and amortization is recognized using the straight-line method over the following estimated useful lives: Computer equipment and software 3 years Furniture and fixtures 5 years Machinery and equipment 5 years Leasehold improvements Shorter of lease term or useful life |
Impairment of Long Lived Assets and Acquired Intangible Asset | Impairment of Long Lived Assets and Acquired Intangible Asset The Company reviews long-lived assets, including property and equipment, and indefinite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Impairment, if any, is measured as the amount by which the carrying value of a long-lived asset exceeds its fair value. For the years ended December 31, 2018, 2017 and 2016, the Company recorded an impairment of property and equipment of $3.9 million, $558,000 and $0, respectively, in research and development within the statement of operations. Acquired in-process research and development (“IPR&D”) represents the fair value assigned to research and development assets that have not reached technological feasibility. The Company reviews amounts capitalized as acquired IPR&D for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. If the carrying value of the acquired IPR&D exceeds its fair value, then the intangible asset is written-down to its fair value. As of December 31, 2018, there have been no such impairments. Once the product candidate derived from the indefinite-lived intangible asset has been developed and commercialized, the useful life will be determined, and the carrying value of the finite-lived asset will be amortized prospectively over the estimated useful life. Alternatively, if the product candidate is abandoned, the carrying value of the intangible will be charged to research and development expense. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The Company tests goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that this asset may be impaired. The goodwill test is based on our single operating segment and reporting unit structure. The Company compares the fair value of its reporting unit to its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company would need to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference. No goodwill impairment was identified through December 31, 2018. |
Derivative Liability | Derivative Liability The Company has a derivative liability related to the contingent consideration associated with the acquisition of InteKrin in 2014. There were two contingent payments payable upon the achievement of certain events: (i) the completion of the first dosing of a human subject in the first Phase 2 clinical trial for InteKrin, (“Earn-Out Payment”) and (ii) upon the execution of any license, sublicense, development, collaboration, joint venture, partnering or similar agreement between the Company and the third party (“Compound Transaction Payment”). The derivative related to the contingent consideration is accounted for as a liability and remeasured to fair value as of each balance sheet date and the related remeasurement adjustment is recognized as other income (expense), net in the consolidated statements of operations. The Company determined the fair value of the two contingent consideration scenarios (the Earn-Out Payment and the Compound Transaction Payment) using a probability-weighted discounted cash flow approach. A probability-weighted value was determined by summing the probability of achieving a contingent payment threshold by the respective contingent payments. The expected cash flows were discounted at a rate selected to capture the risk of achieving the contingent payment thresholds and earning the contingent payment. This risk is comprised of InteKrin’s continued development, a specific risk factor associated with meeting the contingent consideration threshold and related payout, and counterparty risk associated with the payment of the contingent consideration. |
Accrued Research and Development Expenses | Accrued Research and Development Expense Clinical trial costs are a component of research and development expense. The Company accrues and expenses clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with clinical research organizations and clinical sites. The Company determines the actual costs through monitoring patient enrollment, discussions with internal personnel and external service providers regarding the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. |
Revenue Recognition | Revenue Recognition The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations ; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ; and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , (collectively, the “New Revenue Standard”) on January 1, 2018 using the modified retrospective method. The Company did not have any sources of revenue or active revenue arrangements upon adoption of the New Revenue Standard, therefore, no adjustment to its retained earnings was required. If, and when, the Company initiates product sales or enters into a new revenue arrangement, the Company will apply the New Revenue Standard accordingly. On September 25, 2018, the Company received regulatory approval for the marketing of UDENYCA™ from the European Commission, and received regulatory approval from the FDA on November 2, 2018. The Company initiated U.S. sales of UDENYCA™ on January 3, 2019, which will be accounted for under Topic 606 Revenue from Contracts with Customers Prior to the adoption of the New Revenue Standard, the Company recognized revenue in accordance with Accounting Standards Codification (ASC) 605, Revenue Recognition when persuasive evidence of an arrangement existed; transfer of technology had been completed, services had been performed or products had been delivered; the fee was fixed and determinable; and collection was reasonably assured. For revenue agreements with multiple elements, the Company identified the deliverables included within the agreement and evaluated which deliverables may represent separate units of accounting based on the achievement of certain criteria, including whether the delivered element had stand-alone value to the collaborator. Deliverables under the arrangement were considered a separate unit of accounting if (i) the delivered item had value to the customer on a standalone basis and (ii) if the arrangement included a general right of return relative to the delivered item and delivery or performance of the undelivered items were considered probable and substantially within the Company’s control. The Company determined how to allocate arrangement consideration to identified units of accounting based on the selling price hierarchy provided under the relevant guidance. The selling price used for each unit of accounting was based on vendor-specific objective evidence, if available, third party evidence if vendor-specific objective evidence was not available or estimated selling price if neither vendor-specific nor third-party evidence was available. Management was required to exercise considerable judgment in determining whether a deliverable was a separate unit of accounting and in estimating the selling prices of identified units of accounting under its agreements. Upfront payments received in connection with licenses of the Company’s technology rights were deferred if facts and circumstances dictated that the license did not have stand-alone value. Such payments were recognized as license revenue over the estimated period of performance, which was generally consistent with the terms of the research and development obligations contained in the specific collaboration and license agreement. The Company regularly reviewed the estimated period of performance based on the progress made under each arrangement. Amounts received as funding of research and development activities were recognized as revenue if the collaboration arrangement involved the sale of the Company’s research or development services. However, such funding was recognized as a reduction in research and development expense when the Company engaged in a research and development project jointly with another entity, with both entities participating in project activities and sharing costs and potential benefits of the arrangement. Payments that were contingent upon the achievement of a substantive milestone were recognized in their entirety in the period in which the milestone was achieved, assuming all other revenue recognition criteria were met. A milestone was defined as an event that could only be achieved based on the Company’s performance where there was substantive uncertainty about whether the event would be achieved at the inception of the arrangement. Events that were contingent upon on the passage of time or counterparty performance were not considered milestones under accounting guidance. The Company’s evaluation included an assessment of whether (a) the consideration was commensurate with either (1) the Company’s performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the Company’s performance to achieve the milestone, (b) the consideration related solely to past performance and (c) the consideration was reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluated factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration was reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. Other contingent payments in which a portion of the payment was refundable or adjustable based on future performance or non-performance (e.g., through a penalty or claw-back provision) were not considered to relate solely to the Company’s past performance, and therefore, not considered substantive. Non-substantive contingent payments were classified as deferred revenue if they were ultimately expected to result in revenue recognition. The Company recognized non-substantive contingent payments over the remaining estimated period of performance once the specific objective was achieved. Any portion of the non-substantive contingent payments, which may have been required to be refunded to the collaborator, were not included in deferred revenue but instead were reflected as a contingent liability to collaborator on the consolidated balance sheets. Contingent payments associated with the achievement of specific objectives in certain contracts that were not considered substantive because the Company did not contribute effort to the achievement of such milestones were recognized as revenue upon achievement of the objective, as long as there were no undelivered elements remaining and no continuing performance obligations by the Company, assuming all other revenue recognition criteria were met. |
Research and Development Expense | Research and Development Expense Research and development costs are charged to expense as incurred. Research and development expense includes, among other costs, salaries and other personnel-related costs, consultant fees, preclinical costs, cost to manufacture drug candidates, clinical trial costs and supplies, laboratory supply costs and facility-related costs. Costs incurred under agreements with third parties are charged to expense as incurred in accordance with the specific contractual performance terms of such agreements. Third-party costs include costs associated with manufacturing drug candidates, preclinical and clinical support activities. In certain cases, amounts received as reimbursement for research and development activities from the Company’s collaborators are recognized as a reduction in research and development expense when the Company engages in a research and development project, jointly with another party, with both parties incurring costs while actively participating in project activities and sharing costs and potential benefits of the arrangement. Costs incurred under arrangements where the Company provides research services approximate the amount of revenues recorded. Advance payments for goods or services to be received in the future to be utilized in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are rendered. The Company considers regulatory approval of product candidates to be uncertain, and product manufactured prior to regulatory approval may not be sold unless regulatory approval is obtained. The Company expenses manufacturing costs as incurred to research and development expense for product candidates prior to regulatory approval. If, and when, regulatory approval of a product is obtained, the Company will begin capitalizing manufacturing costs related to the approved product into inventory. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of equity-based service awards based on the grant-date fair value of the award. The compensation cost is recognized as expense on a straight-line basis over the vesting period for options and restricted stock units (RSUs). The Company granted performance stock options (“PSO”) to purchase shares of its common stock, which will vest upon the achievement of specified conditions. The Company determined the fair values of these PSOs using the Black-Scholes option pricing model at the date of grant. For the portion of the PSOs for which the performance condition is considered probable, the Company recognizes stock-based compensation expense on the related estimated fair value of such options on a straight-line basis from the date of grant up to the date when it expects the performance condition will be achieved. The Company adopted the ASU No. 2016-09, Compensation-Stock Compensation Improvements to Employee Share-Based Payment, The Company accounts for equity instruments issued to non-employees using the fair value approach. These equity instruments consist of stock options and restricted common stock, which are valued using the Black-Scholes option-pricing model. Stock-based compensation expense is recognized as the equity instruments are earned. The measurement of stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest. The Company utilizes the Black-Scholes option-pricing model for estimating fair value of its stock options and ESPP granted. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award. For RSUs, the Company bases the fair value of awards on the closing market value of the common stock at the date of grant. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expenses are primarily comprised of compensation and benefits associated with sales and marketing, finance, human resources, legal, information technology and other administrative personnel, outside marketing, advertising and legal expenses and other general and administrative costs. The Company expenses the cost of advertising, including promotional expenses, as incurred. Advertising expenses were $2.8 million, $0, and $0 for the years ended December 31, 2018, 2017 and 2016, respectively. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company does not expect its unrecognized tax benefits to change significantly over the next twelve months. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had accrued no amounts for interest and penalties related to income tax matters in the Company’s consolidated balance sheet at December 31, 2018 and 2017. The Company utilizes the liability method of accounting for deferred income taxes. Under this method, deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance is established against deferred tax assets because, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is composed of two components: net loss and other comprehensive loss. Other comprehensive loss refers to gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity, but are excluded from net loss. The Company’s other comprehensive loss included unrealized gains and losses from available-for-sale marketable securities and foreign currency translation adjustments for the years ended December 31, 2018, 2017 and 2016. |
Net Loss per Share Attributable to Coherus | Net Loss per Share Attributable to Coherus Basic net loss per share attributable to Coherus is calculated by dividing the net loss attributable to Coherus by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. Since the Company was in a loss position for all periods presented, basic net loss per share attributable to Coherus is the same as diluted net loss per share attributable to Coherus as the inclusion of all potential dilutive common shares would have been anti-dilutive for all periods presented. The following outstanding dilutive potential shares have been excluded from the calculation of diluted net loss per share attributable to Coherus due to their anti-dilutive effect: Year Ended December 31, 2018 2017 2016 Stock options, including purchases from contributions to ESPP 14,743,547 11,433,069 10,150,136 Restricted stock units 44,387 120,377 — Shares issuable upon conversion of Convertible Notes 4,473,871 4,473,871 4,473,871 Total 19,261,805 16,027,317 14,624,007 In January 2019, the Company’s board of directors approved a refresh option grant of 2,556,000 shares at an exercise price of $12.37 to the employees and directors. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The following are the recent accounting pronouncements adopted by the Company in 2018: In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities all annual and interim reporting periods thereafter. E In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU No. 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash — a consensus of the FASB Emerging Issues Task Force In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The following are the recent accounting pronouncements that the Company has not yet adopted: In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements In August 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. 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 consolidated financial statements as a result of future adoption. |
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 and 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. The Company’s financial instruments consist of Level 1 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. There were no unrealized gains and losses in the Company’s investments in these money market funds. 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. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Revenue by Geographical Region | The following table summarizes revenue by geographic region (in thousands): Year Ended December 31, 2018 2017 2016 United States $ — $ — $ 188,292 Rest of world — 1,556 1,814 Total revenue $ — $ 1,556 $ 190,106 |
Summary of Customers Revenue Accounted for 10% or More of Total Revenue | Customers whose collaboration and license revenue accounted for 10% or more of total revenues were as follows: Year Ended December 31, 2018 2017 2016 Baxalta N/A N/A 99 % Daiichi Sankyo N/A 100 % * * |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets and which, in aggregate, represent the amount reported in the consolidated statements of cash flows. December 31, December 31, 2018 2017 Cash and cash equivalents $ 72,356 $ 126,911 Restricted cash 50 60 Restricted cash - non-current 785 785 Total cash, cash equivalents and restricted cash $ 73,191 $ 127,756 |
Schedule of Estimated Useful Lives of Property Plant and Equipment | Property and equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred, and costs of improvements are capitalized. Depreciation and amortization is recognized using the straight-line method over the following estimated useful lives: Computer equipment and software 3 years Furniture and fixtures 5 years Machinery and equipment 5 years Leasehold improvements Shorter of lease term or useful life |
Outstanding Dilutive Potential Shares Excluded from Calculation of Diluted Net Loss Per Share Attributable to Coherus | The following outstanding dilutive potential shares have been excluded from the calculation of diluted net loss per share attributable to Coherus due to their anti-dilutive effect: Year Ended December 31, 2018 2017 2016 Stock options, including purchases from contributions to ESPP 14,743,547 11,433,069 10,150,136 Restricted stock units 44,387 120,377 — Shares issuable upon conversion of Convertible Notes 4,473,871 4,473,871 4,473,871 Total 19,261,805 16,027,317 14,624,007 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
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 are as follows (in thousands): Fair Value Measurements December 31, 2018 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 71,062 $ 71,062 $ — $ — Restricted cash (money market funds) 835 835 — — Total financial assets $ 71,897 $ 71,897 $ — $ — Liabilities: Contingent consideration $ 60 $ — $ — $ 60 Fair Value Measurements December 31, 2017 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 125,373 $ 125,373 $ — $ — Restricted cash (money market funds) 845 845 — — Total financial assets $ 126,218 $ 126,218 $ — $ — Liabilities: Contingent consideration $ 3,290 $ — $ — $ 3,290 |
Summary of Changes in the Estimated Fair Value of Contingent Consideration | The following table sets forth a summary of changes in the estimated fair value of the contingent consideration (in thousands): Balance as of December 31, 2016 $ 5,550 Change in fair value of the contingent consideration liability (2,260 ) Balance as of December 31, 2017 $ 3,290 Change in fair value of the contingent consideration liability (3,230 ) Balance as of December 31, 2018 $ 60 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The Company began capitalizing inventory in November 2018 once the FDA approved UDENYCA™. Inventory consisted of the following December 31, 2018 Raw materials $ 2,851 Work in process 1,576 Finished goods 1,244 Total $ 5,671 |
Schedule of Balance Sheet Classification | Balance sheet classification (in thousands): December 31, 2018 Inventory $ 1,659 Inventory, non-current 4,012 Total $ 5,671 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net are as follows (in thousands): December 31, December 31, 2018 2017 Machinery and equipment $ 11,505 $ 15,229 Computer equipment and software 1,651 1,586 Furniture and fixtures 714 714 Leasehold improvements 4,364 4,344 Construction in progress 1,463 702 Total property and equipment 19,697 22,575 Accumulated depreciation and amortization (13,037 ) (9,802 ) Property and equipment, net $ 6,660 $ 12,773 |
Schedule of Accrued Liabilities | Accrued Liabilities Accrued liabilities are as follows (in thousands): December 31, December 31, 2018 2017 Accrued clinical - related parties (see Note 13) $ — $ 510 Accrued clinical and manufacturing 3,950 5,462 Accrued other 3,058 1,004 Accrued liabilities $ 7,008 $ 6,976 |
Collaboration and License Agr_2
Collaboration and License Agreement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Collaboration And License Agreements [Abstract] | |
Schedule of Revenue Related to Collaboration and License Agreements | The Company recognized revenue related to the collaboration and license agreements for the periods presented as follows (in thousands): Year Ended December 31, 2018 2017 2016 Baxalta $ — $ — $ 188,292 Daiichi Sankyo — 1,556 1,184 Total collaboration and license revenue $ — $ 1,556 $ 189,476 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Components of Convertible Notes | The following table summarizes information about the components of the Convertible Notes as of December 31, 2018 and 2017 (in thousands): December 31, December 31, 2018 2017 Principal amount of the Convertible Notes $ 81,750 $ 81,750 Unamortized debt discount and debt issuance costs (4,431 ) (5,544 ) Convertible Notes $ 77,319 $ 76,206 Principal amount of the Convertible Notes - related parties $ 27,250 $ 27,250 Unamortized debt discount and debt issuance costs - related parties (1,477 ) (1,848 ) Convertible Notes - related parties $ 25,773 $ 25,402 Total Convertible Notes $ 103,092 $ 101,608 |
Components of Interest Expense of Convertible Notes | The following table presents the components of interest expense of the Convertible Notes for the year ended December 31, 2018 and 2017 (in thousands): Year Ended December 31, 2018 2017 2016 Stated coupon interest $ 6,150 $ 6,150 $ 5,159 Accretion of debt discount and debt issuance costs 1,113 1,014 781 Interest expense $ 7,263 $ 7,164 $ 5,940 Stated coupon interest - related parties $ 2,050 $ 2,050 $ 1,720 Accretion of debt discount and debt issuance costs - related parties 371 338 260 Interest expense - related parties $ 2,421 $ 2,388 $ 1,980 Total interest expense $ 9,684 $ 9,552 $ 7,920 |
Schedule of Future Payments on the Convertible Notes | Future payments on the Convertible Notes as of December 31, 2018 are as follows (in thousands): Year ending December 31, 2019 $ 8,200 2020 8,200 2021 8,200 2022 111,050 Total minimum payments 135,650 Less amount representing interest (26,650 ) Convertible Notes, principal amount 109,000 Less debt discount and debt issuance costs on Convertible Notes (5,908 ) Net carrying amount of Convertible Notes $ 103,092 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Facility Leases and Non- Cancellable Purchase Commitment | As of December 31, 2018, the future minimum lease payments under the non-cancellable facility leases and non-cancellable purchase commitment were as follows (in thousands): Year ending December 31, 2019 $ 6,422 2020 27,070 2021 2,672 2022 2,518 Total minimum lease payments $ 38,682 |
Stock Option Plans and Stock-_2
Stock Option Plans and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Option Activities under 2016 and 2014 Plans | The following table sets forth the summary of option activities under the 2016 and 2014 Plans: Options Outstanding Number of Options Weighted-Average Exercise Balances at December 31, 2017 11,406,219 $ 15.321 Granted - at fair value 4,963,100 11.971 Exercised (477,019 ) 4.513 Forfeited /cancelled (1,217,747 ) 19.389 Balances at December 31, 2018 14,674,553 $ 14.202 |
Summary of Additional Information Related to Status of Options | Additional information related to the status of options as of December 31, 2018 is summarized as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Contractual Terms (Years) Aggregate Intrinsic Value (in thousands) Options outstanding 14,674,553 $ 14.202 7.23 $ 22,368 Options vested and expected to vest 14,674,553 $ 14.202 7.23 $ 22,368 Options vested and exercisable 8,531,888 $ 13.969 6.11 $ 22,365 |
Summary of RSU Activity, under 2014 Plan | The following table sets forth the summary of RSUs activity, under the 2014 Plan: RSUs Outstanding Number of RSUs Weighted-Average Grant Date Balances at December 31, 2017 120,377 $ 13.975 RSUs granted 5,000 15.600 RSUs vested (61,804 ) 18.622 RSUs cancelled (19,186 ) 12.700 Balances at December 31, 2018 44,387 $ 12.700 |
Schedule of Stock-Based Compensation Expense | The stock-based compensation expense is reflected in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2018 2017 2016 Research and development $ 15,339 $ 15,104 $ 13,592 General and administrative 19,458 18,293 13,829 $ 34,797 $ 33,397 $ 27,421 |
Schedule of Weighted Average Assumptions for Black-Scholes Option-Pricing Model Used in Determining Fair Value of Awards | The following table illustrates the weighted average assumptions for the Black-Scholes option-pricing model used in determining the fair value of the awards during the years ended December 31, 2018, 2017 and 2016: Year Ended December 31, 2018 2017 2016 Expected term (years) Stock options 6.00 6.00 6.00 ESPP 0.50 0.50 — Expected volatility Stock options 71 % 76 % 75 % ESPP 71 % 68 % — Risk-free interest rate Stock options 2.77 % 2.01 % 1.42 % ESPP 2.40 % 1.42 % — Expected dividend yield Stock options 0 % 0 % 0 % ESPP 0 % 0 % — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Taxes | The components of loss before income taxes are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Domestic $ (208,843 ) $ (222,674 ) $ (95,776 ) Foreign (496 ) (15,496 ) (31,561 ) Total $ (209,339 ) $ (238,170 ) $ (127,337 ) |
Reconciliation of Statutory U.S. Federal Rate | A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2018 2017 2016 Percent of pre-tax income: U.S. federal statutory income tax rate 21.00 % 34.00 % 34.00 % State taxes, net of federal benefit 0.16 0.80 1.98 Foreign rate differences (0.05 ) (2.21 ) (8.43 ) Permanent items 0.15 (0.19 ) (2.02 ) Research and development credit 2.61 2.10 8.38 Effect in NOLs due to adoption of ASU 2016-09 — 4.55 — U.S. Tax Reform tax rate change — (36.90 ) — Other 2.23 (0.21 ) (0.13 ) Change in valuation allowance (26.10 ) (1.94 ) (33.78 ) Effective income tax rate — % — % — % |
Components of Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets as of December 31, 2018 and 2017 consist of the following (in thousands): December 31, 2018 2017 Net operating loss carryforwards $ 168,753 $ 134,420 Research and development credits 39,891 34,435 Depreciation and amortization 7,901 336 Stock-based compensation 17,123 13,119 Other accruals 3,942 655 Gross deferred tax assets 237,610 182,965 In-process research and development (552 ) (550 ) Gross deferred tax liabilities (552 ) (550 ) Total net deferred tax asset 237,058 182,415 Less valuation allowance (237,058 ) (182,415 ) Net deferred tax assets $ — $ — |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Balance at beginning of year $ 15,682 $ 18,682 $ 10,605 Additions based on tax positions related to current year 1,276 3,387 6,111 Additions for tax positions of prior years 1,157 (6,387 ) 1,966 Balance at end of year $ 18,115 $ 15,682 $ 18,682 |
Supplementary Data - Quarterl_2
Supplementary Data - Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table presents certain unaudited consolidated quarterly financial information for each of the quarters ended December 31, 2018 and 2017: 2018 Quarter End (in thousands, except per share data) March 31 June 30 September 30 December 31 Total revenue $ — $ — $ — $ — Total operating expenses 42,032 44,910 56,972 60,502 Net loss (44,302 ) (43,685 ) (58,826 ) (62,596 ) Net loss attributable to Coherus (44,297 ) (43,638 ) (58,808 ) (62,596 ) Net loss per share attributable to Coherus, basic and diluted (0.74 ) (0.68 ) (0.87 ) (0.92 ) 2017 Quarter End March 31 June 30 September 30 December 31 Total revenue $ 161 $ 1,395 $ — $ — Total operating expenses 72,578 58,033 56,615 46,466 Net loss (74,822 ) (55,402 ) (58,993 ) (49,069 ) Net loss attributable to Coherus (74,778 ) (55,336 ) (58,989 ) (49,067 ) Net loss per share attributable to Coherus, basic and diluted (1.54 ) (1.08 ) (1.09 ) (0.84 ) |
Organization and Operations - A
Organization and Operations - Additional Information (Details) - USD ($) | Jan. 07, 2019 | Jan. 31, 2019 | May 31, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization And Operations [Line Items] | ||||||
Accumulated deficit | $ 984,831,000 | $ 775,492,000 | ||||
Cash and cash equivalents | $ 72,356,000 | $ 126,911,000 | ||||
At-the-Market Equity Offering Program | ||||||
Organization And Operations [Line Items] | ||||||
Common stock, shares issued and sold | 5,294,902 | 1,799,504 | ||||
Share price | $ 24.25 | |||||
Common stock, net proceeds | $ 120,400,000 | $ 21,000,000 | ||||
At-the-Market Equity Offering Program | Weighted Average | ||||||
Organization And Operations [Line Items] | ||||||
Share price | $ 12.14 | |||||
Underwritten Public Offering | ||||||
Organization And Operations [Line Items] | ||||||
Common stock, shares issued and sold | 5,948,274 | |||||
Common stock, net proceeds | $ 80,800,000 | |||||
Sale of price per share | $ 14.50 | |||||
Underwriters’ Option to Purchase Additional Shares | ||||||
Organization And Operations [Line Items] | ||||||
Common stock, shares issued and sold | 775,861 | |||||
Subsequent Event | HRP III Member | Credit Agreement | ||||||
Organization And Operations [Line Items] | ||||||
Term loan facility term | 6 years | |||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | |||||
Cash and cash equivalents, proceeds from credit agreement | $ 73,100,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2019$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)Segmentsshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Payments to acquire securities of non-controlling interest in subsidiary | $ 300,000 | ||||
Foreign exchange gain (loss) | $ (571,000) | $ 52,000 | $ (53,000) | ||
Number of reportable segment | Segments | 1 | ||||
Number of operating segments | Segments | 1 | ||||
Impairment of property and equipment | $ 3,900,000 | 600,000 | |||
Advertising expenses | $ 2,800,000 | 0 | 0 | ||
Income tax examination, description | less than a 50% | ||||
Unrecognized tax benefits, interest and penalties accrued related to income tax matters | $ 0 | 0 | |||
Share based payment options grants | shares | 4,963,100 | ||||
Minimum | ASU No. 2016-02, Leases | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Operating lease, right-of-use asset | $ 6,700 | ||||
Operating lease, liability | 8,700 | ||||
Maximum | ASU No. 2016-02, Leases | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Operating lease, right-of-use asset | 7,700 | ||||
Operating lease, liability | 9,700 | ||||
Subsequent Event | Employees and Directors | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Share based payment options grants | shares | 2,556,000 | ||||
Share-based payment options exercise price | $ / shares | $ 12.37 | ||||
InteKrin Therapeutics Inc | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment of property and equipment | 3,900,000 | 558,000 | $ 0 | ||
Impairment of goodwill | 0 | ||||
InteKrin Therapeutics Inc | In Process Research and Development | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment of intangible assets excluding goodwill | 0 | ||||
Available-for-Sale Securities | Investment in Marketable Securities | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Interest income from marketable securities | $ 1,400,000 | $ 800,000 | |||
RUSSIA | Coherus Intermediate Corp, InteKrin Therapeutics, Inc. | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of securities acquired | 17.50% | ||||
Payments to acquire securities of non-controlling interest in subsidiary | $ 700,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Revenue by Geographical Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenue | $ 0 | $ 1,556 | $ 190,106 |
United States | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenue | 0 | 0 | 188,292 |
Rest of World | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenue | $ 0 | $ 1,556 | $ 1,814 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Customers Revenue Accounted for 10% or More of Total Revenue (Details) - Collaboration and License Revenue - Customer Concentration Risk | 12 Months Ended | |||||
Dec. 31, 2018 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | |||
Baxalta | ||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of total revenues by single customer | [1] | 99.00% | ||||
Daiichi Sankyo | ||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of total revenues by single customer | 100.00% | [1] | ||||
[1] | less than 10% |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 72,356 | $ 126,911 | ||
Restricted cash | 50 | 60 | ||
Restricted cash, non-current | 785 | 785 | ||
Total cash, cash equivalents and restricted cash | $ 73,191 | $ 127,756 | $ 125,792 | $ 159,071 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Computer Equipment and Software | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Machinery and Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives, description | Shorter of lease term or useful life |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Outstanding Dilutive Potential Shares Excluded from Calculation of Diluted Net Loss Per Share Attributable to Coherus (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the calculation of diluted net loss per share | 19,261,805 | 16,027,317 | 14,624,007 |
Stock Options, Including Purchases from Contributions to ESPP | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the calculation of diluted net loss per share | 14,743,547 | 11,433,069 | 10,150,136 |
Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the calculation of diluted net loss per share | 44,387 | 120,377 | 0 |
Shares Issuable Upon Conversion of Convertible Notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the calculation of diluted net loss per share | 4,473,871 | 4,473,871 | 4,473,871 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Feb. 29, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Fair Value Disclosures [Line Items] | ||||
Transfers from Level 1 to Level 3 | $ 0 | $ 0 | ||
Transfers from Level 3 to Level 1 | 0 | 0 | ||
Remeasurement of fair-value contingent consideration | (3,230,000) | (2,260,000) | $ 4,305,000 | |
8.2% Senior Convertible Notes Due 2022 | ||||
Fair Value Disclosures [Line Items] | ||||
Aggregate principal amount | $ 100,000,000 | |||
Convertible notes, interest rate | 8.20% | |||
Debt instrument maturity date | Mar. 31, 2022 | |||
Other Expense, Net | ||||
Fair Value Disclosures [Line Items] | ||||
Remeasurement of fair-value contingent consideration | 3,200,000 | 2,300,000 | $ (4,300,000) | |
Contingent Consideration | ||||
Fair Value Disclosures [Line Items] | ||||
Decrease in fair value of the compound transaction payment | (3,230,000) | $ (2,260,000) | ||
Level 3 | 8.2% Senior Convertible Notes Due 2022 | ||||
Fair Value Disclosures [Line Items] | ||||
Debt instrument fair value | $ 91,100,000 | |||
Fair Value Measurements Recurring Basis | Level 3 | Contingent Consideration | ||||
Fair Value Disclosures [Line Items] | ||||
Increase (decrease) in expected probability of compound transaction payment occurrence | 1.00% | |||
Expected probability of compound transaction payment occurrence | 10.00% | 33.00% | ||
Fair Value Measurements Recurring Basis | Level 3 | Contingent Consideration | Measurement Input, Discount Rate | ||||
Fair Value Disclosures [Line Items] | ||||
Fair value investment measurement input | 25 | |||
Fair Value Measurements Recurring Basis | Level 3 | Contingent Consideration | Measurement Input, Counterparty Credit Risk | ||||
Fair Value Disclosures [Line Items] | ||||
Fair value investment measurement input | 8 | |||
Fair Value Measurements Recurring Basis | Money Market Funds | Level 1 | ||||
Fair Value Disclosures [Line Items] | ||||
Unrealized gains and losses on investments | $ 0 |
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 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 71,897 | $ 126,218 |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 60 | 3,290 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 71,897 | 126,218 |
Level 3 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 60 | 3,290 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 71,062 | 125,373 |
Money Market Funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 71,062 | 125,373 |
Restricted Cash (Money Market Funds) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 835 | 845 |
Restricted Cash (Money Market Funds) | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 835 | $ 845 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in the Estimated Fair Value of Contingent Consideration (Details) - Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 3,290 | $ 5,550 |
Change in fair value of the contingent consideration liability | (3,230) | (2,260) |
Ending balance | $ 60 | $ 3,290 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Inventory Disclosure [Abstract] | |
Raw materials | $ 2,851 |
Work in process | 1,576 |
Finished goods | 1,244 |
Total | $ 5,671 |
Inventory - Schedule of Balance
Inventory - Schedule of Balance Sheet Classification (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Inventory Disclosure [Abstract] | |
Inventory | $ 1,659 |
Inventory, non-current | 4,012 |
Total | $ 5,671 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Prepayment made for manufacturing services | $ 7,906 | $ 14,969 |
Contract Manufacturing Organization | ||
Inventory [Line Items] | ||
Prepayment made for manufacturing services | $ 6,600 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 19,697 | $ 22,575 |
Accumulated depreciation and amortization | (13,037) | (9,802) |
Property and equipment, net | 6,660 | 12,773 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 11,505 | 15,229 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,651 | 1,586 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 714 | 714 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 4,364 | 4,344 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 1,463 | $ 702 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 3,235 | $ 3,398 | $ 2,996 | |
Impairment of property and equipment | $ 3,900 | $ 600 | ||
Machinery and Equipment | Research and Development Expense | ||||
Property Plant And Equipment [Line Items] | ||||
Impairment of property and equipment | $ 3,900 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued clinical - related parties | $ 0 | $ 510 |
Accrued clinical and manufacturing | 3,950 | 5,462 |
Accrued other | 3,058 | 1,004 |
Accrued liabilities | $ 7,008 | $ 6,976 |
Collaboration and License Agr_3
Collaboration and License Agreements - Schedule of Revenue Related to Collaboration and License Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration and license revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,395 | $ 161 | $ 0 | $ 1,556 | $ 189,476 |
Baxalta License Agreement | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration and license revenue | 0 | 0 | 188,292 | ||||||||
Daiichi Sankyo License Agreement | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration and license revenue | $ 0 | $ 1,556 | $ 1,184 |
Collaboration and License Agr_4
Collaboration and License Agreement - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2015 | Jan. 31, 2012 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Collaboration and license revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,395,000 | $ 161,000 | $ 0 | $ 1,556,000 | $ 189,476,000 | ||
Daiichi Sankyo License Agreement | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Deferred revenue | $ 10,000,000 | $ 0 | $ 0 | $ 0 | 0 | ||||||||
Initial term of agreement | 10 years | ||||||||||||
Renewal term of agreement | 3 years | ||||||||||||
Estimated period of performance upfront fee | 3 years | ||||||||||||
Minimum percentage of clinical trial cost | 20.00% | ||||||||||||
Reimbursement of past cost incurred and to be incurred | 4,500,000 | ||||||||||||
Collaboration and license revenue | $ 0 | 1,556,000 | 1,184,000 | ||||||||||
Research and development | 4,200,000 | 9,700,000 | |||||||||||
Baxalta License Agreement | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Initial term of agreement | 10 years | ||||||||||||
Renewal term of agreement | 3 years | ||||||||||||
Collaboration and license revenue | $ 0 | $ 0 | 188,292,000 | ||||||||||
Business acquisition date | Jun. 3, 2016 | ||||||||||||
Expiration of license agreement | 2023-08 | ||||||||||||
Deferred revenue recognized | 85,800,000 | ||||||||||||
Collaboration Agreement Contingent Liability Noncurrent Recognized | 76,700,000 | ||||||||||||
Contractual obligations | $ 0 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) | Feb. 29, 2016USD ($)d$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of convertible notes | $ 75,000,000 | |||
KKR Member | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 20,000,000 | |||
MX II Member | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 4,000,000 | |||
KMGCP Member | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 1,000,000 | |||
HRP III Member | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 75,000,000 | |||
8.2% Senior Convertible Notes Due 2022 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 100,000,000 | |||
Convertible notes, interest rate | 8.20% | |||
Proceeds from issuance of convertible notes | $ 99,200,000 | |||
Convertible notes, Issuance Cost | $ 800,000 | |||
Convertible notes, interest rate description | The 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, which commenced on March 31, 2016 | |||
Debt instrument maturity date | Mar. 31, 2022 | |||
Convertible notes, premium percentage | 9.00% | |||
Common shares at conversion | shares | 44.7387 | |||
Conversion price per common share | $ / shares | $ 22.35 | |||
Principal amount of notes converted into shares | $ 1,000 | |||
Percentage of applicable conversion price | 160.00% | |||
Convertible trading days | d | 20 | |||
Convertible consecutive trading days | d | 30 | |||
Percentage to pay in cash of the par value of notes | 109.00% | |||
Minimum order amount to be settled | $ 10,000,000 | |||
Minimum borrowings for indebtedness defaulters | $ 10,000,000 | |||
Convertible notes, covenant compliance | As of December 31, 2018, the Company was in full compliance with these covenants and there were no events of default under the Convertible Notes. | |||
Convertible notes, converted amount | $ 40,500,000 | |||
Closing stock, price per share | $ / shares | $ 9.05 | |||
Unamortized debt discount and debt issuance costs on Convertible Notes | $ 5,908,000 | |||
Amortized effective interest rate convertible notes period | 3 years 3 months | |||
Convertible notes, effective interest rate | 9.48% | |||
Total interest expense related to accrued interest and amortization of debt discount | $ 9,700,000 | $ 9,600,000 | ||
8.2% Senior Convertible Notes Due 2022 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Additional interest to be accrued upon failure of registration or reporting requirements | 0.50% |
Debt Obligations - Components o
Debt Obligations - Components of Convertible Notes (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 29, 2016 |
Debt Instrument [Line Items] | |||
Convertible Notes | $ 77,319,000 | $ 76,206,000 | |
Convertible Notes - related parties | 25,773,000 | 25,402,000 | |
8.2% Senior Convertible Notes Due 2022 | |||
Debt Instrument [Line Items] | |||
Principal amount of the Convertible Notes | $ 100,000,000 | ||
Unamortized debt discount and debt issuance costs | (5,908,000) | ||
Total Convertible Notes | 103,092,000 | 101,608,000 | |
8.2% Senior Convertible Notes Due 2022 | Related Party Debt | |||
Debt Instrument [Line Items] | |||
Principal amount of the Convertible Notes | 27,250,000 | 27,250,000 | |
Unamortized debt discount and debt issuance costs | (1,477,000) | (1,848,000) | |
Convertible Notes - related parties | 25,773,000 | 25,402,000 | |
8.2% Senior Convertible Notes Due 2022 | Parent Company | |||
Debt Instrument [Line Items] | |||
Principal amount of the Convertible Notes | 81,750,000 | 81,750,000 | |
Unamortized debt discount and debt issuance costs | (4,431,000) | (5,544,000) | |
Convertible Notes | $ 77,319,000 | $ 76,206,000 |
Debt Obligations - Components_2
Debt Obligations - Components of Interest Expense of Convertible Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Accretion of debt discount and debt issuance costs | $ 1,484 | $ 1,352 | $ 1,041 |
Interest expense | 2,421 | 2,388 | 1,980 |
Total interest expense | 9,684 | 9,552 | 7,980 |
8.2% Senior Convertible Notes Due 2022 | |||
Debt Instrument [Line Items] | |||
Interest expense | 9,700 | 9,600 | |
Total interest expense | 9,684 | 9,552 | 7,920 |
8.2% Senior Convertible Notes Due 2022 | Related Party Debt | |||
Debt Instrument [Line Items] | |||
Stated coupon interest | 2,050 | 2,050 | 1,720 |
Accretion of debt discount and debt issuance costs | 371 | 338 | 260 |
Interest expense | 2,421 | 2,388 | 1,980 |
8.2% Senior Convertible Notes Due 2022 | Parent Company | |||
Debt Instrument [Line Items] | |||
Stated coupon interest | 6,150 | 6,150 | 5,159 |
Accretion of debt discount and debt issuance costs | 1,113 | 1,014 | 781 |
Interest expense | $ 7,263 | $ 7,164 | $ 5,940 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Future Payments on the Convertible Notes (Details) - 8.2% Senior Convertible Notes Due 2022 $ in Thousands | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |
2,019 | $ 8,200 |
2,020 | 8,200 |
2,021 | 8,200 |
2,022 | 111,050 |
Total minimum payments | 135,650 |
Less amount representing interest | (26,650) |
Convertible Notes, principal amount | 109,000 |
Less debt discount and debt issuance costs on Convertible Notes | (5,908) |
Net carrying amount of Convertible Notes | $ 103,092 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2015USD ($)ft² | Dec. 31, 2018USD ($)Facility | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Purchase Commitment Excluding Longterm Commitment [Line Items] | ||||
Area of office space leased | ft² | 40,341 | |||
Number of laboratory facility structure | Facility | 2 | |||
Rent expense | $ 2.2 | $ 2.3 | $ 1.7 | |
Corporate Headquarters Lease | ||||
Purchase Commitment Excluding Longterm Commitment [Line Items] | ||||
Lease expiration date | Nov. 30, 2022 | |||
Leases extended expiration period | 5 years | |||
Aggregate tenant improvement allowance | $ 1.4 | |||
New Lease Agreement | Letter of Credit | ||||
Purchase Commitment Excluding Longterm Commitment [Line Items] | ||||
Letter of credit amount | $ 0.8 | $ 0.8 | $ 0.8 | |
Laboratory Facilities Lease | ||||
Purchase Commitment Excluding Longterm Commitment [Line Items] | ||||
Extended lease term date one | Jun. 30, 2020 | |||
Extended lease term date two | Dec. 31, 2020 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-Cancellable Facility Leases and Non- Cancellable Purchase Commitment (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,019 | $ 6,422 |
2,020 | 27,070 |
2,021 | 2,672 |
2,022 | 2,518 |
Total minimum lease payments | $ 38,682 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Oct. 28, 2016 | Jan. 31, 2019 | May 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
At-the-Market Equity Offering Program | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, value | $ 10,100,000 | |||||||
Common stock, shares issued and sold | 5,294,902 | 1,799,504 | ||||||
Share price | $ 24.25 | |||||||
Gross proceeds from issuance of common stock | $ 128,400,000 | $ 21,800,000 | ||||||
Underwriting discounts and commissions | 7,700,000 | 700,000 | ||||||
Offering expense | 300,000 | 100,000 | ||||||
Common stock, net proceeds | $ 120,400,000 | $ 21,000,000 | ||||||
At-the-Market Equity Offering Program | Cowen and Company LLC | ||||||||
Class Of Stock [Line Items] | ||||||||
Maximum amount of sales that agent may sell in shares of its common stock | $ 100,000,000 | |||||||
Percentage of gross sales proceeds of common stock payable as compensation | 3.00% | |||||||
Common stock, shares issued and sold | 925,999 | |||||||
Share price | $ 12.42 | $ 12.42 | ||||||
Gross proceeds from issuance of common stock | $ 11,500,000 | |||||||
Underwriting discounts and commissions | 300,000 | |||||||
Offering expense | 100,000 | |||||||
Common stock, net proceeds | 11,100,000 | |||||||
At-the-Market Equity Offering Program | Cowen and Company LLC | Subsequent Event | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued and sold | 761,130 | |||||||
Common stock, net proceeds | $ 8,200,000 | |||||||
At-the-Market Equity Offering Program | Weighted Average | ||||||||
Class Of Stock [Line Items] | ||||||||
Share price | $ 12.14 | |||||||
At-the-Market Equity Offering Program | Weighted Average | Cowen and Company LLC | Subsequent Event | ||||||||
Class Of Stock [Line Items] | ||||||||
Share price | $ 11.17 | |||||||
Private Placement | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, value | $ 81,810,000 | |||||||
Private Placement | V-Sciences Investments Pte Ltd | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued and sold | 6,556,116 | |||||||
Share price | $ 11.4397 | |||||||
Gross proceeds from issuance of common stock | $ 75,000,000 | |||||||
Offering expense | 100,000 | |||||||
Common stock, net proceeds | 74,900,000 | |||||||
Additional shares of common stock available for purchase | $ 75,000,000 | |||||||
Private Placement | KBI Biopharma, Inc | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued and sold | 776,104 | |||||||
Share price | $ 8.7746 | $ 8.7746 | ||||||
Gross proceeds from issuance of common stock | $ 6,800,000 | |||||||
Purchase agreement, postponement fee not chargeable | 4,100,000 | |||||||
Purchase agreement, campaign reservation fee not chargeable | 2,700,000 | |||||||
Private Placement | Maximum | KBI Biopharma, Inc | ||||||||
Class Of Stock [Line Items] | ||||||||
Purchase agreement, contingent cash royalty payments | $ 700,000 | $ 700,000 | ||||||
Underwritten Public Offering | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued and sold | 5,948,274 | |||||||
Gross proceeds from issuance of common stock | $ 86,300,000 | |||||||
Underwriting discounts and commissions | 5,200,000 | |||||||
Offering expense | 300,000 | |||||||
Common stock, net proceeds | $ 80,800,000 | |||||||
Closing stock, price per share | $ 14.50 | |||||||
Underwriters’ Option to Purchase Additional Shares | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares issued and sold | 775,861 |
Stock Option Plans and Stock-_3
Stock Option Plans and Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2017 | Oct. 31, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||
Share based payment options vested | $ 29,900 | $ 29,400 | $ 23,200 | |||
Options granted, weighted-average grant-date fair value | $ 7.77 | $ 11.70 | $ 13.32 | |||
Options exercised, aggregate intrinsic value | $ 4,900,000 | $ 2,100,000 | $ 15,800,000 | |||
Stock-based compensation expense | 34,797,000 | 33,397,000 | 27,421,000 | |||
Unrecognized stock-based compensation expenses related to stock options | $ 49,700,000 | |||||
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition | 2 years 7 months 6 days | |||||
Share based payment options grants | 4,963,100 | |||||
Weighted-average exercise price of options granted | $ 11.971 | |||||
Expected dividend yield | $ 0 | |||||
Inventory | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation capitalized | 187,000 | |||||
Research and Development Expense | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 15,339,000 | 15,104,000 | 13,592,000 | |||
Non-cash stock-based compensation expense for option modifications | 500,000 | |||||
Selling, General and Administrative Expense | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Non-cash stock-based compensation expense for option modifications | 1,300,000 | |||||
Employee Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Options granted, expiration period | 10 years | |||||
Stock-based compensation expense | $ 31,400,000 | 29,000,000 | 23,200,000 | |||
Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 700,000 | 600,000 | ||||
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition | 7 months 6 days | |||||
Total fair value of RSUs vested | $ 1,000,000 | 2,900,000 | ||||
Total estimated grant date fair value | $ 78,000 | $ 6,400,000 | ||||
Estimated weighted-average grant-date fair value of RSUs granted | $ 15.60 | $ 10.43 | ||||
Unrecognized stock-based compensation expenses related to unvested RSUs | $ 300,000 | |||||
Restricted Stock Units | Vest After Twelve Months | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting percentage from grant date | 50.00% | |||||
Restricted Stock Units | Vest After 18 Months | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting percentage from grant date | 25.00% | |||||
Restricted Stock Units | Vest After 24 Months | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting percentage from grant date | 25.00% | |||||
Two Thousand Seventeen Bonus Payout Settled In Restricted Stock Units RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total fair value of RSUs vested | $ 2,700,000 | |||||
Total estimated grant date fair value | 4,300,000 | |||||
Performance Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 500,000 | |||||
Nonemployees Stock-Based Compensation | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 1,600,000 | $ 1,900,000 | $ 4,200,000 | |||
Share based payment options grants | 147,500 | 60,000 | 248,650 | |||
Weighted-average exercise price of options granted | $ 14.32 | $ 13.47 | $ 18.16 | |||
2014 Equity Incentive Award Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of shares available for issuance | 4.00% | 4.00% | ||||
Common stock reserved for future issuance | 388,873 | |||||
2014 Equity Incentive Award Plan | Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Estimated weighted-average grant-date fair value of RSUs granted | $ 15.600 | |||||
2016 Employment Commencement Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | 90,750 | 2,300,000 | ||||
Common stock, shares authorized | 2,300,000 | |||||
2014 Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | 1,923,506 | |||||
Stock-based compensation expense | $ 800,000 | $ 80,000 | ||||
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition | 5 months | |||||
Unrecognized stock-based compensation expenses related to unvested RSUs | $ 700,000 | |||||
Percentage of purchase common stock of lesser of fair market value of common stock on first or last day of offering period by eligible employees | 85.00% | |||||
Employee stock purchase plan offering period one | --05-16 | |||||
Employee stock purchase plan offering period two | --11-16 | |||||
2014 Employee Stock Purchase Plan | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of shares reserve for issuance | 1.00% | |||||
2014 Employee Stock Purchase Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increase in number of shares of common stock available for future issuance | 320,000 |
Stock Option Plans and Stock-_4
Stock Option Plans and Stock-Based Compensation - Summary of Option Activities under 2016 and 2014 Plans (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Options, Beginning balance | shares | 11,406,219 |
Number of Options, Granted - at fair value | shares | 4,963,100 |
Number of Options, Exercised | shares | (477,019) |
Number of Options, Forfeited /cancelled | shares | (1,217,747) |
Number of Options, Ending balance | shares | 14,674,553 |
Weighted-Average Exercise Price, Beginning balance | $ / shares | $ 15.321 |
Weighted-Average Exercise Price, Granted - at fair value | $ / shares | 11.971 |
Weighted-Average Exercise Price, Exercised | $ / shares | 4.513 |
Weighted-Average Exercise Price, Forfeited /cancelled | $ / shares | 19.389 |
Weighted-Average Exercise Price, Ending balance | $ / shares | $ 14.202 |
Stock Option Plans and Stock-_5
Stock Option Plans and Stock-Based Compensation - Summary of Additional Information Related to Status of Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options outstanding, Number of Options | 14,674,553 | 11,406,219 |
Options vested and expected to vest, Number of Options | 14,674,553 | |
Options vested and exercisable, Number of Options | 8,531,888 | |
Options outstanding, Weighted-Average Exercise Price | $ 14.202 | $ 15.321 |
Options vested and expected to vest, Weighted-Average Exercise Price | 14.202 | |
Options vested and exercisable, Weighted-Average Exercise Price | $ 13.969 | |
Options outstanding, Weighted-Average Contractual Terms | 7 years 2 months 23 days | |
Options vested and expected to vest, Weighted-Average Contractual Terms | 7 years 2 months 23 days | |
Options vested and exercisable, Weighted-Average Contractual Terms | 6 years 1 month 9 days | |
Options outstanding, Aggregate Intrinsic Value | $ 22,368 | |
Options vested and expected to vest, Aggregate Intrinsic Value | 22,368 | |
Options vested and exercisable, Aggregate Intrinsic Value | $ 22,365 |
Stock Option Plans and Stock-_6
Stock Option Plans and Stock-Based Compensation - Summary of RSU Activity, under 2014 Plan (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted-Average Grant Date Fair Value, RSU's granted | $ 15.60 | $ 10.43 |
2014 Equity Incentive Award Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of RSU's, Balances at December 31, 2017 | 120,377 | |
Number of RSU's granted | 5,000 | |
Number of RSU's vested | (61,804) | |
Number of RSU's cancelled | (19,186) | |
Number of RSU's, Balances at December 31, 2018 | 44,387 | 120,377 |
Weighted-Average Grant Date Fair Value, Balances at December 31, 2017 | $ 13.975 | |
Weighted-Average Grant Date Fair Value, RSU's granted | 15.600 | |
Weighted-Average Grant Date Fair Value, RSU's Vested | 18.622 | |
Weighted-Average Grant Date Fair Value, RSU's cancelled | 12.700 | |
Weighted-Average Grant Date Fair Value, Balances at December 31, 2018 | $ 12.700 | $ 13.975 |
Stock Option Plans and Stock-_7
Stock Option Plans and Stock-Based Compensation - Schedule of Stock-Based Compensation Expense Reflected in Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 34,797 | $ 33,397 | $ 27,421 |
Research and Development Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 15,339 | 15,104 | 13,592 |
General and Administrative Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 19,458 | $ 18,293 | $ 13,829 |
Stock Option Plans and Stock-_8
Stock Option Plans and Stock-Based Compensation - Schedule of Weighted Average Assumptions for Black-Scholes Option-Pricing Model Used in Determining Fair Value of Awards (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
ESPP | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 6 months | 6 months | |
Expected volatility | 71.00% | 68.00% | |
Risk-free interest rate | 2.40% | 1.42% | |
Expected dividend yield | 0.00% | 0.00% | |
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 6 years | 6 years | 6 years |
Expected volatility | 71.00% | 76.00% | 75.00% |
Risk-free interest rate | 2.77% | 2.01% | 1.42% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2018 | |
Restructuring Cost And Reserve [Line Items] | |||
Aggregate restructuring charges | $ 3,600,000 | ||
Payments for personnel-related restructuring charges | $ 2,100,000 | ||
Restructuring liabilities | $ 0 | ||
Research and Development Expense | |||
Restructuring Cost And Reserve [Line Items] | |||
Non-cash stock-based compensation expense | 300,000 | ||
Selling, General and Administrative Expense | |||
Restructuring Cost And Reserve [Line Items] | |||
Non-cash stock-based compensation expense | 1,200,000 | ||
Termination Severance and Related Costs | Research and Development Expense | |||
Restructuring Cost And Reserve [Line Items] | |||
Aggregate restructuring charges | 1,000,000 | ||
Termination Severance and Related Costs | Selling, General and Administrative Expense | |||
Restructuring Cost And Reserve [Line Items] | |||
Aggregate restructuring charges | $ 1,100,000 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Loss From Continuing Operations Before Income Taxes Minority Interest And Income Loss From Equity Method Investments [Abstract] | |||||||||||
Domestic | $ (208,843) | $ (222,674) | $ (95,776) | ||||||||
Foreign | (496) | (15,496) | (31,561) | ||||||||
Net loss attributable to Coherus | $ (62,596) | $ (58,808) | $ (43,638) | $ (44,297) | $ (49,067) | $ (58,989) | $ (55,336) | $ (74,778) | $ (209,339) | $ (238,170) | $ (127,337) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||||
Provision for (benefit from) income taxes | $ 0 | $ 0 | $ 0 | |
U.S. federal corporate tax rate | 21.00% | 34.00% | 34.00% | |
Gross increase of deferred tax assets | $ 2,900,000 | |||
Originally estimated remeasurement of deferred tax assets | 87,900,000 | |||
Increase in valuation allowance | 54,600,000 | $ 4,600,000 | $ 43,000,000 | |
Unrecognized tax benefits, accrued interest and penalties accrued | 0 | 0 | 0 | |
Unrecognized tax benefits | 18,115,000 | $ 15,682,000 | $ 18,682,000 | $ 10,605,000 |
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 783,100,000 | |||
Net operating loss carryforwards expiration year | 2,031 | |||
Tax credit carryforwards | $ 44,100,000 | |||
Tax credit carryforwards expiration year | 2,031 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 49,100,000 | |||
Net operating loss carryforwards expiration year | 2,031 | |||
Tax credit carryforwards | $ 16,200,000 | |||
Maximum | ||||
Operating Loss Carryforwards [Line Items] | ||||
U.S. federal corporate tax rate | 35.00% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory U.S. Federal Rate (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Percent of pre-tax income: | |||
U.S. federal statutory income tax rate | 21.00% | 34.00% | 34.00% |
State taxes, net of federal benefit | 0.16% | 0.80% | 1.98% |
Foreign rate differences | (0.05%) | (2.21%) | (8.43%) |
Permanent items | 0.15% | (0.19%) | (2.02%) |
Research and development credit | 2.61% | 2.10% | 8.38% |
U.S. Tax Reform tax rate change | 0.00% | (36.90%) | 0.00% |
Other | 2.23% | (0.21%) | (0.13%) |
Change in valuation allowance | (26.10%) | (1.94%) | (33.78%) |
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Accounting Standards Update 2016-09 | |||
Percent of pre-tax income: | |||
Effect in NOLs due to adoption of ASU 2016-09 | 0.00% | 4.55% | 0.00% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Components Of Deferred Tax Assets [Abstract] | ||
Net operating loss carryforwards | $ 168,753 | $ 134,420 |
Research and development credits | 39,891 | 34,435 |
Depreciation and amortization | 7,901 | 336 |
Stock-based compensation | 17,123 | 13,119 |
Other accruals | 3,942 | 655 |
Gross deferred tax assets | 237,610 | 182,965 |
In-process research and development | (552) | (550) |
Gross deferred tax liabilities | (552) | (550) |
Total net deferred tax asset | 237,058 | 182,415 |
Less valuation allowance | (237,058) | (182,415) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Balance at beginning of year | $ 15,682 | $ 18,682 | $ 10,605 |
Additions based on tax positions related to current year | 1,276 | 3,387 | 6,111 |
Additions for tax positions of prior years | 1,157 | (6,387) | 1,966 |
Balance at end of year | $ 18,115 | $ 15,682 | $ 18,682 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Feb. 28, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 29, 2016 | |
Related Party Transaction [Line Items] | ||||||
Accounts payable - related parties | $ 233,000 | |||||
Research and development expense | $ 110,239,000 | 162,389,000 | $ 254,440,000 | |||
Selling, general and administrative expenses from transactions with related party | 181,000 | 62,000 | 178,000 | |||
Payments to acquire securities of non-controlling interest in subsidiary | 300,000 | |||||
RUSSIA | InteKrin Therapeutics Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to acquire securities of non-controlling interest in subsidiary | $ 700,000 | |||||
Percentage of securities acquired | 17.50% | |||||
Mr. Lanfear | RUSSIA | InteKrin Therapeutics Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Consideration received for shares | $ 400,000 | |||||
InteKrin Therapeutics Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Business combination consideration transferred | $ 5,000,000 | |||||
Medpace Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Prepaid assets | 900,000 | |||||
Accounts payable - related parties | 200,000 | |||||
Accrued and other liabilities | 500,000 | |||||
Research and development expense | 1,500,000 | 8,200,000 | 34,600,000 | |||
Board of Directors | Recruiting Services | ||||||
Related Party Transaction [Line Items] | ||||||
Research and development expense | 130,000 | 17,000 | 135,000 | |||
Related party balances | 0 | 0 | ||||
Selling, general and administrative expenses from transactions with related party | $ 181,000 | $ 62,000 | $ 178,000 | |||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount | $ 25,000,000 | |||||
Chief Executive Officer | InteKrin Russia | InteKrin Therapeutics Inc | Mr. Lanfear | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction ownership percentage | 10.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jan. 07, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2020 |
Subsequent Event [Line Items] | |||||||||||||||
Net sales | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,395,000 | $ 161,000 | $ 0 | $ 1,556,000 | $ 189,476,000 | ||||
Credit Agreement | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Frequency of payments of borrowings description | Principal payments on the Borrowings are required to be paid in equal quarterly installments beginning on the four year anniversary of the Credit Agreement Closing Date (or, if consolidated net sales of UDENYCA™ in the fiscal year ending December 31, 2021 are less than $375.0 million, beginning on the three year anniversary of the Credit Agreement Closing Date), with the outstanding balance to be repaid on January 7, 2025 (the “Maturity Date”). | ||||||||||||||
Debt instrument maturity date | Jan. 7, 2025 | ||||||||||||||
Consolidated net sales, 2020 | $ 125,000,000 | ||||||||||||||
Consolidated net sales, thereafter | $ 150,000,000 | ||||||||||||||
Credit Agreement | Paid on or Prior to the Three Year Anniversary of Closing Date | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Prepayment premium, description | with respect to any prepayment paid or required to be paid on or prior to the three year 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 Credit Agreement Closing Date | ||||||||||||||
Prepayment premium percentage | 5.00% | 5.00% | |||||||||||||
Credit Agreement | Paid after the Three Year but on or Prior to the Four Year Anniversary of Closing Date | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Prepayment premium, description | with respect to any prepayment paid or required to be paid after the three year anniversary of the Credit Agreement Closing Date but on or prior to the four year anniversary of the Credit Agreement Closing Date, 5.00% of the Borrowings prepaid or required to be prepaid | ||||||||||||||
Prepayment premium percentage | 5.00% | 5.00% | |||||||||||||
Credit Agreement | Paid after the Four Year but on or Prior to the Five Year Anniversary of Closing Date | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Prepayment premium, description | with respect to any prepayment paid or required to be paid after the four year anniversary of the Credit Agreement Closing Date but on or prior to the five year anniversary of the Credit Agreement Closing Date, 2.50% of the Borrowings prepaid or required to be prepaid | ||||||||||||||
Prepayment premium percentage | 2.50% | 2.50% | |||||||||||||
Credit Agreement | Paid Thereafter | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
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% | 1.25% | |||||||||||||
Credit Agreement | Minimum | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated net sales, 2019 | $ 70,000,000 | ||||||||||||||
Credit Agreement | LIBOR | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Convertible notes, effective interest rate | 7.00% | 7.00% | |||||||||||||
Credit Agreement | Scenario Forecast | Minimum | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Net sales | $ 250,000,000 | ||||||||||||||
Credit Agreement | Scenario Forecast | Maximum | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Net sales | $ 375,000,000 | ||||||||||||||
Credit Agreement | Scenario Forecast | LIBOR | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Convertible notes, effective interest rate | 6.75% | ||||||||||||||
Credit Agreement | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Payment of closing fee to the lenders in form of origination issue discount | $ 1,100,000 | ||||||||||||||
Percentage required to pay an additional exit fee on principal amount | 4.00% | ||||||||||||||
HRP III Member | Credit Agreement | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Term loan facility term | 6 years | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 |
Supplementary Data - Quarterl_3
Supplementary Data - Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,395 | $ 161 | $ 0 | $ 1,556 | $ 189,476 |
Total operating expenses | 60,502 | 56,972 | 44,910 | 42,032 | 46,466 | 56,615 | 58,033 | 72,578 | 204,416 | 233,692 | 306,037 |
Net loss | (62,596) | (58,826) | (43,685) | (44,302) | (49,069) | (58,993) | (55,402) | (74,822) | (209,409) | (238,286) | (127,788) |
Net loss attributable to Coherus | $ (62,596) | $ (58,808) | $ (43,638) | $ (44,297) | $ (49,067) | $ (58,989) | $ (55,336) | $ (74,778) | $ (209,339) | $ (238,170) | $ (127,337) |
Net income (loss) per share attributable to Coherus: | |||||||||||
Net loss per share attributable to Coherus, basic and diluted | $ (0.92) | $ (0.87) | $ (0.68) | $ (0.74) | $ (0.84) | $ (1.09) | $ (1.08) | $ (1.54) | $ (3.22) | $ (4.48) | $ (3.04) |