Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 21, 2020 | Jun. 30, 2019 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | EVOLUS, INC. | ||
Entity Central Index Key | 0001570562 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 33,728,035 | ||
Entity Public Float | $ 238.7 | ||
Entity Emerging Growth Company | true | ||
Entity Smaller Reporting Company | true | ||
Entity Transition Period | true | ||
Entity Shell Company | false | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 109,892 | $ 93,162 |
Short-term investments | 19,911 | 0 |
Accounts receivable, net | 10,661 | 0 |
Inventories | 6,407 | 0 |
Prepaid expenses and other current assets | 5,326 | 1,177 |
Total current assets | 152,197 | 94,339 |
Property and equipment, net | 902 | 0 |
Operating lease right-of-use assets | 4,068 | 0 |
Intangible assets, net | 59,638 | 56,076 |
Goodwill | 21,208 | 21,208 |
Other assets | 2,429 | 221 |
Total assets | 240,442 | 171,844 |
Current Liabilities | ||
Accounts payable | 5,796 | 1,558 |
Accrued expenses | 13,960 | 3,718 |
Operating lease liabilities | 1,200 | 0 |
Contingent royalty obligation payable to Evolus Founders | 3,483 | 0 |
Total current liabilities | 24,439 | 5,276 |
Operating lease liabilities | 3,893 | 0 |
Contingent royalty obligation payable to Evolus Founders | 41,200 | 50,200 |
Contingent promissory note payable to Evolus Founders | 17,945 | 16,904 |
Long-term debt, net of discounts and issuance costs | 73,508 | 0 |
Deferred tax liability | 0 | 15,055 |
Deferred rent | 0 | 25 |
Total liabilities | 160,985 | 87,460 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Preferred Stock, $0.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 0 | 0 |
Common Stock, $0.00001 par value; 100,000,000 shares authorized; 33,562,665 and 27,274,991 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 1 | 1 |
Additional paid-in capital | 292,509 | 207,408 |
Accumulated other comprehensive gain | 6 | 0 |
Accumulated deficit | (213,059) | (123,025) |
Total stockholders’ equity | 79,457 | 84,384 |
Total liabilities and stockholders’ equity | $ 240,442 | $ 171,844 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 12, 2018 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares, issued (in shares) | 33,562,665 | 27,274,991 | |
Common stock, shares, outstanding (in shares) | 33,562,665 | 27,274,991 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | ||
Total net revenues | $ 34,925 | $ 0 |
Product cost of sales (excludes amortization of intangible assets) | 8,014 | 0 |
Gross profit | 26,911 | 0 |
Operating expenses: | ||
Selling, general and administrative | 113,593 | 29,146 |
Research and development | 3,973 | 6,487 |
Revaluation of contingent royalty obligation to Evolus Founders | 4,160 | 10,500 |
Depreciation and amortization | 4,132 | 9 |
Total operating expenses | 125,858 | 46,142 |
Loss from operations | (98,947) | (46,142) |
Other income (expense): | ||
Interest income | 1,839 | 203 |
Interest expense | (7,953) | (863) |
Loss before income taxes | (105,061) | (46,802) |
Income tax (benefit) expense | (15,027) | 65 |
Net loss | (90,034) | (46,867) |
Other comprehensive gain: | ||
Unrealized gain on available-for-sale securities, net of tax | 6 | 0 |
Comprehensive loss | $ (90,028) | $ (46,867) |
Net loss per share, basic and diluted (in dollars per share) | $ (3.19) | $ (1.92) |
Weighted-average shares outstanding used to compute basic and diluted net loss per share (in shares) | 28,237,816 | 24,402,368 |
Product revenue, net | ||
Revenue: | ||
Total net revenues | $ 34,237 | $ 0 |
Service revenue | ||
Revenue: | ||
Total net revenues | $ 688 | $ 0 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - 12 months ended Dec. 31, 2019 - USD ($) $ in Thousands | Total | IPO | Follow-on Offering | Preferred StockSeries A Preferred Stock | Common Stock | Common StockIPO | Common StockFollow-on Offering | Additional Paid In Capital | Additional Paid In CapitalIPO | Additional Paid In CapitalFollow-on Offering | Accumulated Other Comprehensive Gain | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 0 | 27,274,991 | ||||||||||
Beginning balance at Dec. 31, 2018 | $ 84,384 | $ 0 | $ 1 | $ 207,408 | $ 0 | $ (123,025) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock (in shares) | 5,999,550 | 288,124 | ||||||||||
Issuance of common stock | $ 73,022 | $ 2,455 | $ 73,022 | $ 2,455 | ||||||||
Stock-based compensation | 9,624 | 9,624 | ||||||||||
Net loss | (90,034) | (90,034) | ||||||||||
Other comprehensive gain | 6 | 6 | ||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | 33,562,665 | ||||||||||
Ending balance at Dec. 31, 2019 | $ 79,457 | $ 0 | $ 1 | $ 292,509 | $ 6 | $ (213,059) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (90,034) | $ (46,867) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,132 | 9 |
Stock-based compensation | 9,518 | 6,971 |
Provisions for rebate and coupon programs | 12,325 | 0 |
Provision for bad debts | 387 | 0 |
Amortization of discount on short-term investments | (1,038) | 0 |
Amortization of operating lease right-of-use assets | 873 | |
Amortization of debt discount and issuance costs | 2,156 | 863 |
Deferred income taxes | (15,055) | 65 |
Revaluation of contingent royalty obligation to Evolus Founders | 4,160 | 10,500 |
Changes in assets and liabilities: | ||
Inventories | (4,482) | 0 |
Prepaid expenses and other current assets | (11,048) | 0 |
Prepaid expenses and other current assets | (1,874) | (992) |
Accounts payable | 183 | 1,275 |
Accrued expenses | (2,742) | 2,733 |
Operating lease liabilities | (654) | |
Deferred rent | 0 | (13) |
Other assets | (190) | (211) |
Net cash used in operating activities | (93,383) | (25,667) |
Cash flows from investing activities | ||
Purchases of property and equipment | (345) | (9) |
Additions to capitalized software | (4,222) | 0 |
Purchases of short-term investments | (113,867) | 0 |
Maturities of short-term investments | 95,000 | 0 |
Net cash used in investing activities | (23,434) | (9) |
Cash flows from financing activities | ||
Payment of contingent royalty obligation to Evolus Founders | (9,677) | 0 |
Milestone payment for intangible assets | (3,000) | 0 |
Proceeds from issuance of long-term debt, net of discounts | 73,906 | 0 |
Payments for debt issuance costs | (2,205) | 0 |
Payment for debt obligation | (1,044) | 0 |
Proceeds from initial public offering, net of underwriting fees | 0 | 56,330 |
Proceeds from follow-on offering, net of underwriting fees | 73,315 | 67,680 |
Payments for offering costs | (203) | (1,060) |
Related party borrowings | 0 | 1,127 |
Payments on related party borrowings | 0 | (5,000) |
Issuance of common stock in connection with incentive equity plan | 2,455 | (239) |
Net cash provided by financing activities | 133,547 | 118,838 |
Change in cash and cash equivalents | 16,730 | 93,162 |
Cash and cash equivalents, beginning of period | 93,162 | 0 |
Cash and cash equivalents, end of period | 109,892 | 93,162 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 5,166 | 0 |
Cash paid for operating leases | 923 | |
Non-cash investing and financing information: | ||
Related party receivable | 0 | 73,690 |
Related party borrowings | 0 | (68,767) |
Note obligation | 0 | (140,688) |
Contingent royalty obligation payable to Evolus Founders | 0 | 39,700 |
Contingent promissory note payable to Evolus Founders | 0 | 16,042 |
Capital contribution from Parent, convertible note write-off | 0 | 66,998 |
Capital contribution from Parent, forgiveness of related party borrowings | 0 | 13,188 |
Deferred offering costs | 0 | (2,885) |
Accounts payable, paid by Parent | 0 | (163) |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 5,566 | |
Landlord paid tenant improvements | 781 | 0 |
Financed D & O insurance payment | 1,561 | 0 |
Capitalized software recorded in accounts payable and accrued expenses | 87 | 0 |
Accrued offering costs, unpaid | $ (90) | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Organization and Description of Business Evolus, Inc., (“Evolus” or the “Company”) is a performance beauty company focused on delivering products in the self-pay aesthetic market. The Company received the approval of its first product Jeuveau ® (prabotulinumtoxinA-xvfs) from the U.S. Food and Drug Administration (the “FDA”) in February 2019. The product was also approved by Health Canada in August 2018 and the European Commission (“EC”) in September 2019. The product is a proprietary 900 kDa purified botulinum toxin type A formulation indicated for the temporary improvement in the appearance of moderate to severe glabellar lines, also known as “frown lines,” in adults. The Company commercially launched Jeuveau ® in the United States in May 2019 and in Canada through a distributor in October 2019. The Company is headquartered in Newport Beach, California. In January 2018, the Company’s board of directors and its then-sole stockholder approved an amendment to the Company’s amended and restated certificate of incorporation to effect a split of shares of the Company’s common stock on a 1.6527 -for-1 basis (the “Stock Split”). The Company’s then-outstanding shares of convertible Series A preferred stock (“Series A preferred stock”), the par value of the common stock, and the authorized shares of the common stock were not adjusted as a result of the Stock Split. All issued and outstanding shares of common stock, stock options, restricted stock units and related per share amounts in the accompanying financial statements have been retroactively adjusted to reflect this Stock Split for all periods presented. The Stock Split was effected on January 26, 2018. On February 12, 2018, the Company completed its initial public offering (“IPO”) and issued 5,047,514 shares of common stock, which included the exercise by the underwriters of their option to purchase 47,514 additional shares of common stock, at an offering price to the public of $12.00 per share. The Company received net proceeds of approximately $56,330 after deducting underwriting discounts and commissions, excluding other offering costs. In connection with the IPO, the Company’s then-outstanding shares of Series A preferred stock were automatically converted into 2,065,875 shares of common stock. In connection with the completion of its IPO, the Company’s amended and restated certificate of incorporation was further amended and restated to provide for 100,000,000 authorized shares of common stock with a par value of $0.00001 per share and 10,000,000 authorized shares of preferred stock with a par value of $0.00001 per share. In July 2018, the Company completed a follow-on public offering and issued 3,600,000 shares of its common stock, which included the exercise in full by the underwriters of their option to purchase an additional 600,000 shares of common stock, at a price to the public of $20.00 per share. The Company received net proceeds of approximately $67,680 from the offering, after deducting underwriting discounts and commissions, excluding other offering expenses. In November 2019, the Company completed a follow-on public offering and issued 5,999,550 shares of its common stock, which included the exercise in full by the underwriters of their option to purchase an additional 782,550 shares of common stock, at a price to the public of $13.00 per share. The Company received net proceeds of approximately $73,315 from the offering, after deducting underwriting discounts and commissions, excluding other offering expenses. As of December 31, 2019 and 2018 , ALPHAEON Corporation (“Alphaeon”), which is majority-owned by Strathspey Crown Holdings Group, LLC, formerly known as SCH-AEON, LLC, (“SCH”), owned 25.8% and 56.0% of the Company’s outstanding shares of common stock, respectively. See Note 11. Related Party Transactions , for more information. In 2019 Alphaeon changed its name to AEON Biopharma, Inc. and contributed all of the shares it held in the Company to Alphaeon 1, LLC. The Company continues to refer to the renamed AEON Biopharma, Inc. as “Alphaeon” and Alphaeon 1, LLC as “Alphaeon 1, LLC.” Liquidity and Financial Condition The accompanying financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, and do not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of the Company’s liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Since inception, the Company has incurred recurring net operating losses, which include operating losses of $90,034 and $46,867 for the years ended December 31, 2019 and 2018 , respectively. Additionally, the Company used $93,383 and $25,667 in cash for operations in the years ended December 31, 2019 and 2018 , respectively. Management expects operating losses and negative cash flows to continue for at least the next 12 months. As of December 31, 2019 , the Company had $109,892 in cash and cash equivalents plus $19,911 in short-term investments and an accumulated deficit of $213,059 . The Company’s ability to execute on its business strategy, meet its future liquidity requirements, and achieve profitable operations, is dependent on a number of factors, including its ability to gain and expand market acceptance of its product and achieve a level of revenues adequate to support its cost structure and operate its business and sell products without infringing third party intellectual property rights. The Company believes that its current capital resources, which consist of cash, ca sh equivalents and short-term investments, are sufficient to fund operations through at least the next twelve months from the date the accompanying financial statements are issued based on the expected cash burn rate. The Company may be required to raise additional capital to fund future operations through the incurrence of additional debt allowed under existing debt arrangements, the entry into licensing or collaboration agreements with partners, sale of its equity securities, grants or other sources of financing. Sufficient funds may not be available to the Company at all or on attractive terms when needed from equity or debt financings. If the Company is unable to obtain additional funding from these or other sources when needed, or to the extent needed, it may be necessary to significantly reduce its controllable and variable expenditures and current rate of spending through reductions in staff and delaying, scaling back, or suspending certain research and development, sales and marketing programs and other operational goals. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. Use of Estimates Management is required to make certain estimates and assumptions in order to prepare financial statements in conformity with GAAP. Such estimates and assumptions affect the reported financial statements. The Company’s most significant estimates relate to net revenues, allowance for doubtful accounts, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, inventory valuations, income tax valuations, stock-based compensation and royalty obligations, among others. Management bases estimates on historical experience and on assumptions that management believes are reasonable. The Company’s actual results could differ materially from those estimates. Risks and Uncertainties In 2013, Evolus and Daewoong Pharmaceuticals Co. Ltd. (“Daewoong”) entered into the Daewoong Agreement, pursuant to which, the Company has the exclusive distribution license to Jeuveau ® from Daewoong for aesthetic indications in the United States, European Union, Great Britain, Canada, Australia, Russia, Commonwealth of Independent States, and South Africa, as well as co-exclusive distribution rights with Daewoong in Japan. Jeuveau ® is manufactured by Daewoong in a facility in South Korea. The Company also has the option to negotiate first with Daewoong to secure a distribution license for any product that Daewoong directly or indirectly develops or commercializes that is classified as an injectable botulinum toxin (other than Jeuveau ® ) in a territory covered by the Daewoong Agreement. The Company relies on Daewoong, its exclusive and sole supplier, to manufacture Jeuveau ® . Any termination or loss of significant rights, including exclusivity, under the Daewoong Agreement would materially and adversely affect the Company’s commercialization of Jeuveau ® . The Daewoong Agreement, and Daewoong’s rights relating to Jeuveau ® , are subject to litigation. See Note 7 , Commitments and Contingencies for additional information regarding such litigation. The Company commercially launched Jeuveau ® in the United States in May 2019 and in Canada through its distribution partner in October 2019 and, as such, has a limited history of sales. If any previously granted approval is retracted or the Company is denied approval or approval is delayed by any other regulators, it may have a material adverse impact on the Company’s business and its financial statements. The Company is subject to risks common to early stage companies in the pharmaceutical industry including, but not limited to, dependency on the clinical and commercial success of Jeuveau ® and any future product candidates, ability to obtain and maintain regulatory approval of Jeuveau ® and any future product candidates in the jurisdictions where approval is sought, the need for additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and patients, significant competition and untested manufacturing capabilities. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker. The Company has determined that it operates in a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer who manages operations and reviews the financial information as a single operating segment for purposes of allocating resources and evaluating its financial performance. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, short-term investments and accounts receivable. Substantially all of the Company’s cash is held by financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits. To date, the Company has not experienced any losses associated with this credit risk and continues to believe that this exposure is not significant. The Company invests its excess cash, in line with its investment policy, primarily in money market funds and debt instruments of U.S. government agencies. The Company’s accounts receivable is derived from customers located principally in the United States. Concentrations of credit risk with respect to trade receivables are limited due to the Company’s credit evaluation process. The Company does not typically require collateral from its customers. Credit losses historically have not been material. The Company continuously monitors customer payments and maintains an allowance for doubtful accounts based on its assessment of various factors including historical experience, age of the receivable balances, and other current economic conditions or other factors that may affect customers’ ability to pay. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities at purchase of three months or less that can be liquidated without prior notice or penalty. Cash and cash equivalents may include deposits, money market funds and debt securities. Amounts receivable from credit card issuers are typically converted to cash within two to four days of the original sales transaction and are considered to be cash equivalents. Short-Term Investments Short-term investments consist of available-for-sale U.S. Treasury securities with original maturities greater than three months and remaining maturities of less than twelve months. These investments are recorded at fair value based on quoted prices in active markets, with unrealized gains and losses reported in other comprehensive gain (loss) in the Company’s statements of operations and comprehensive loss. Purchase premiums and discounts are recognized in interest expense using the effective interest method over the terms of the securities. Realized gains and losses and declines in fair value that are deemed to be other than temporary are reflected in the statements of operations and comprehensive loss using the specific-identification method. The Company periodically reviews all available-for-sale securities for other than temporary declines in fair value below the cost basis whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company also evaluates whether it has plans or is required to sell short-term investments before recovery of their amortized cost bases. To date, the Company has not identified any other than temporary declines in fair value of its short-term investments. Inventories Inventories consist of finished goods held for sale and distribution. Cost is determined using the first‑in, first‑out method with prioritization of the items with the earliest expiration dates. Inventory valuation reserves are established based on a number of factors including, but not limited to, finished goods not meeting product specifications, product excess and obsolescence, or application of the lower of cost or net realizable value concepts. The determination of events requiring the establishment of inventory valuation reserves, together with the calculation of the amount of such reserves may require judgment. No material inventory valuation reserves have been recorded for any periods presented. Adverse changes in assumptions utilized in the Company’s inventory reserve calculations could result in an increase to its inventory valuation reserves. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in an orderly transaction between market participants in a principal market on the measurement date. The fair value hierarchy defines a three-tiered valuation hierarchy for disclosure of fair value measurement is classified and disclosed by the Company in one of the three categories as follows: • Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted 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 in active markets; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, or can be corroborated by observable market data for substantially the full term of the asset or liability; and • Level 3—Prices or valuation techniques that require inputs that are unobservable that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. The Company reviews goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company performs an annual qualitative assessment of its goodwill in the fourth quarter each calendar year to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry demand, that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. If events or circumstances do not indicate that the fair value of a reporting unit is below its carrying amount, then goodwill is not considered to be impaired and no further testing is required. If further testing is required, the Company performs a two-step process. The first step involves comparing the fair value of the Company’s reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step of the test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. For the purpose of impairment testing, the Company has determined that it has one reporting unit. There was no impairment of goodwill for any of the periods presented. Intangible Assets Upon FDA approval of Jeuveau ® in February 2019, the in process research and development (“IPR&D”) related to Jeuveau® was evaluated as completed and reclassified to a definite-lived distribution right intangible asset, which is amortized over the period the asset is expected to contribute to the future cash flows of the Company. The Company determined the pattern of this intangible asset’s future cash flows could not be readily determined with a high level of precision. As a result, the distribution right intangible asset is being amortized on a straight-line basis over the estimated useful life of 20 years . The Company capitalizes certain internal-use software costs associated with the development of its mobile and web-based customer platforms. These costs include personnel expenses and external costs that are directly associated with the software projects. These costs are included as intangible assets in the accompanying balance sheets. The capitalized internal-use software costs are amortized on a straight-line basis over the estimated useful life of two years upon being placed in service. The Company reviews long-term and identifiable definite-lived intangible assets or asset groups for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset or an asset group, further impairment analysis is performed. An impairment loss is measured as the amount by which the carrying amount of the asset or asset groups exceeds the fair value for assets to be held and used or fair value less cost to sell for assets to be disposed of. The Company also reviews the useful lives of its assets periodically to determine whether events and circumstances warrant a revision to the remaining useful life. Changes in the useful life are adjusted prospectively by revising the remaining period over which the asset is amortized. There was no impairment of long-lived assets for any periods presented. Leases In accordance with Accounting Standards Update (“ASU”) No. 2016-02 as adopted on January 1, 2019, at the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, upon lease commencement, the Company records a lease liability which represents the Company’s obligation to make lease payments arising from the lease, and a corresponding right-of-use (“ROU”) asset which represents the Company’s right to use an underlying asset during the lease term. Operating lease assets and liabilities are included in ROU assets, current portion of operating lease liabilities and noncurrent operating lease liabilities in the accompanying balance sheets. Operating lease ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the underlying asset unless the implicit rate is readily determinable. Operating lease ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received, if any. The Company determines the lease term as the noncancellable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company’s leases do not contain any residual value guarantees. Leases with a term of 12 months or less are not recognized on the balance sheets. For operating leases, the Company recognized rent expense on a straight-line basis over the lease term. There were no significant finance leases as of December 31, 2019 . Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses include personnel-related costs, costs associated with pre-clinical and clinical development activities, costs associated with and costs for prototype products that are manufactured prior to market approval for that prototype product, internal and external costs associated with the Company’s regulatory compliance and quality assurance functions, including the costs of outside consultants and contractors that assist in the process of submitting and maintaining regulatory filings, and overhead costs, including allocated facility related expenses. Contingent Payment Obligation Payable to the Evolus Founders On February 12, 2018, related to the acquisition of Evolus in 2013 by SCH and Alphaeon, the Company recognized a contingent royalty obligation payable to the Evolus Founders. See Note 11 , Related Party Transactions for more information. The Company determines the fair value of the contingent royalty obligation payable at each reporting period end based on Level 3 inputs using a discounted cash flows method. Changes in the fair value of this contingent royalty obligation are determined at each reporting period end and recorded in operating expenses in the statements of operations and comprehensive loss and as a liability in the balance sheets. Contingent Promissory Note Payable to Evolus Founders On February 12, 2018, related to the acquisition of Evolus in 2013 by SCH and Alphaeon (See Note 11 , Related Party Transactions for more information), the Company recognized a contingent promissory note payable at present value using a discount rate for similar rated debt securities based on an estimated date that the Company believed the contingent promissory note will mature. Discount amortization related to the contingent promissory note is recorded in interest expense in the statement of operations and comprehensive loss with a corresponding increase to the non-current liabilities in the balance sheets. Long-term Debt Long-term debt represents the debt balance with Oxford Finance (“Oxford”), net of debt issuance costs. See Note 6, Oxford Term Loans for more information. Debt issuance costs represent legal, lender and consulting costs or fees associated with debt financing. Debt discounts and issuance costs are allocated pro rata between the funded and unfunded portions of the debt and are amortized into interest expense over the term of the debt. Revenue Recognition The Company applies Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), to account for revenue generated since the commercial launch of Jeuveau ® in May 2019. The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the goods or services. In order to achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when the Company satisfies the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for revenue recognition. General The Company currently generates product revenue from the sale of Jeuveau ® in the United States and service revenue from the sale of Jeuveau ® through a distribution partner in Canada. For product revenue, the Company recognizes revenue when control of the promised goods under a contract is transferred to a customer, in an amount that reflects the consideration the Company expects to receive in exchange for those goods as specified in the customer contract. The transfer of control occurs upon receipt of the goods by the customer since that is when the customer has obtained control of the goods’ economic benefits. The Company does not provide any service-type warranties and does not accept product returns except under limited circumstances such as damages in transit or ineffective product. The Company also excludes any amounts related to taxes assessed by governmental authorities from revenue measurement. Shipping and handling costs associated with outbound product freight are accounted for as fulfillment costs and are included in selling, general and marketing expenses in the accompanying statements of operations and comprehensive loss. For service revenue, the Company evaluated the arrangement with the distribution partner in Canada and determined that it acts as an agent in the distribution of Jeuveau ® in Canada as it does not control the product before control is transferred to a customer. The indicators of which party exercises control include primary responsibility over performance obligations, inventory risk before the good or service is transferred and discretion in establishing the price. Accordingly, the Company records the sale as service revenue on a net basis. Revenue from services is recognized in the period the service is performed for the amount of consideration expected to be received. For the year ended December 31, 2019 , the Company recognized $688 of revenue related to Canada sales. Disaggregation of Revenue The Company’s disaggregation of revenue is consistent with its operating segment as disclosed above. Gross-to-Net Revenue Adjustments The Company provides customers with trade and volume discounts and prompt pay discounts that are reflected in the invoice price. Revenues are recorded net of sales-related adjustments, wherever applicable, for rebates and coupon programs. Accrued rebate and coupon balances are recorded in accrued expenses on the accompanying balance sheets. • Volume-based Rebates - Volume-based rebates are contractually offered to certain customers. The rebates payable to each customer are determined based on the contract and purchase volumes. • Coupons - The Company issued customers coupons redeemable into gift cards funded by the Company for the benefit of patients. The coupons are accounted for as variable consideration. The Company estimates the coupon redemption rates based on historical data and future expectations. The coupons are accrued based on estimated redemption rates and the volume of products purchased and are recorded as a reduction to revenues on product delivery. As of December 31, 2019 , the accrued volume-based rebate and coupon liability was $1,709 . For the year ended December 31, 2019 , provisions for rebate and coupon programs were $12,325 , which were offset by related payments of $10,616 . Contract balances A contract with a customer states the terms of the sale, including the description, quantity and price of each product purchased. Amounts are recorded as accounts receivable when the Company’s right to consideration becomes unconditional. As payment terms are short-term, the Company does not have any significant financing components in customer contracts given the expected time between transfer of the promised products and the payment of the associated consideration is less than one year. As of December 31, 2019 , all amounts included in accounts receivable, net on the accompanying balance sheets are related to contracts with customers. The Company did not have any contract assets nor unbilled receivables as of December 31, 2019 . Sales commissions are included in selling, general and administrative expenses when incurred. Contract liabilities reflect estimated amounts that the Company is obligated to pay to customers or patients under the rebate and coupon programs. The Company’s contract liabilities are included in accounts payable and accrued expenses in the accompanying balance sheets. During the year ended December 31, 2019 , the Company did not recognize any revenue related to changes in transaction prices regarding its contracts with customers and did not recognize any material changes in revenue related to amounts included in contract liabilities at the beginning of the period. Collectability Accounts receivable are recorded at the invoiced amount and do not bear interest. At the time of contract inception or new customer account set-up, the Company performs a collectability assessment of the customer’s creditworthiness. The Company assesses the probability that the Company will collect the entitled consideration in exchange for the goods sold, by considering the customer’s ability and intention to pay when consideration is due. On a recurring basis, the Company estimates the amount of receivables considered uncollectable to reflect an allowance for doubtful accounts. The Company writes off accounts receivable balances when it is determined that there is no possibility of collection. As of December 31, 2019 , allowance for doubtful accounts was $387 . For the year ended December 31, 2019 , provision for bad debts was $387 and there were no write-offs. Practical Expedients The Company expenses sales commissions when incurred as the amortization period is one year or less. These costs are recorded within selling, general and administrative expenses in the accompanying statements of operations and comprehensive loss. The Company does not adjust the amount of promised consideration for the effects of the time value of money for contracts in which the anticipated period between when the Company transfers the goods or services to the customer and when the customer pays is within one year. Stock-Based Compensation The Company recognizes stock-based compensation expense for employees, consultants and members of the Board of Directors based on the fair value at the date of grant. The Company uses the Black-Scholes option pricing model to value stock option grants. The Black-Scholes option pricing model requires the input of subjective assumptions, including the expected volatility of the Company’s common stock, expected risk-free interest rate, and the option’s expected life. The fair value of the Company’s restricted stock units (“RSUs”) is based on the fair value of the grant date of the Company’s common stock. The Company also evaluates the impact of modifications made to the original terms of equity awards when they occur. The fair value of equity awards that are expected to vest is amortized on a straight-line basis over the requisite service period. Stock-based compensation expense is recognized net of actual forfeitures when they occur, as an increase to additional paid-in capital in the balance sheets and in the selling, general and administrative or research and development expenses in the statements of operations and comprehensive loss. Advertising Costs Advertising costs are expensed as incurred and primarily include costs related to social media ads. For the years ended December 31, 2019 and 2018 , the Company incurred advertising costs of $1,407 and $0 , respectively. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined on the basis of differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Prior to the IPO, the Company calculated its income tax amounts using a separate return methodology and presented these amounts as if it were a separate taxpayer from Alphaeon in each jurisdiction. Subsequent to the IPO, the Company has prepared its stand-alone tax return. A valuation allowance is recorded against deferred tax assets, to reduce the net carrying value, when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. Additionally, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. Accordingly, the Company establishes reserves for uncertain tax positions. The Company has not recognized interest or penalties in its statement of operations and comprehensive loss. The Company is required to file federal and state income tax returns in the United States and various other state jurisdictions. The preparation of these income tax returns requires the Company to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by the Company. An amount is accrued for the estimate of additional tax liability, including interest and penalties, for any uncertain tax positions taken or expected to be taken in an income tax return. The Company reviews and updates the accrual for uncertain tax positions as more definitive information becomes available. The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential revisions and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period including contingently issuable shares. Diluted earnings per share is based on the treasury stock method and includes the effect from potential issuance of ordinary shares, such as shares issuable pursuant to the exercise of stock options and the vesting of restricted stock units. Because the impact of the options and non-vested RSUs are anti-dilutive during periods of net loss, there was no difference between the weighted-average number of shares used to calculate basic and diluted net loss per common share for the periods presented. For the years ended December 31, 2019 and 2018 , excluded from the dilutive net loss per share computation were stock options of 3,977,401 and 3,257,801 , respectively, and non-vested RSUs of 179,758 and 221,292 , respectively, because their inclusion would have been anti-dilutive. Although these securities were anti-dilutive for these periods, they could be dilutive in future periods. Recent Accounting Pronouncements Recently Adopted Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification , amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective on November 5, 2018 and it did not have a material impact on the Company’s financial statements upon adoption on January 1, 2019. In July 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2018-09, Codification Improvements , which clarifies certain amendments to guidance that may have been incorrectly or inconsistently applied by certain entities and includes Amendments to Subtopic 718-740, Compensation - Stock Compensation - Income Taxes. The guidance in paragraph 718-740-35-2, as amended by the amendments in ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, is unclear on whether an entity should recognize excess tax benefits (or tax deficiencies) for compensation expense that is taken on the entity’s tax return. |
Fair Value Measurements and Sho
Fair Value Measurements and Short-Term Investments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Short-Term Investments | Fair Value Measurements and Short-Term Investments Short-Term Investments The Company did not have any short-term investments for the year ended December 31, 2018 . As of December 31, 2019 , all of the Company’s investments had remaining maturities of less than 12 months. The following is a summary of the Company’s short-term investments, considered available-for-sale, as of December 31, 2019 : Amortized Gross Unrealized Estimated Cost Gains Losses Fair Value Available-for-sale securities U.S treasury securities $ 19,905 $ 6 $ — $ 19,911 As of December 31, 2019 , no investments had been in a continuous unrealized loss position for more than 12 months, and the Company did no t record any other-than-temporary impairments on these securities. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company measures and reports certain financial instruments as assets and liabilities at fair value on a recurring basis. The fair value of these instruments was as follows: As of December 31, 2019 Fair Value Level 1 Level 2 Level 3 Available-for-sale debt securities U.S treasury securities $ 19,911 $ 19,911 $ — $ — Liabilities Contingent royalty obligation payable to Evolus Founders $ 44,683 $ — $ — $ 44,683 As of December 31, 2018 Fair Value Level 1 Level 2 Level 3 Liabilities Contingent royalty obligation payable to Evolus Founders $ 50,200 $ — $ — $ 50,200 The Company did not transfer any assets or liabilities measured at fair value on a recurring basis between levels during the year ended December 31, 2019 . The Company determines the fair value of the contingent royalty obligation payable based on Level 3 inputs using a discounted cash flow method. The significant unobservable input assumptions that can significantly change the fair value include (i) timing of regulatory approvals of Jeuveau ® , (ii) projected and timing of net revenues during the payment period, which terminates in the quarter following the 10 -year anniversary of the first commercial sale of Jeuveau ® in the United States, (iii) the discount rate and (iv) the timing of payments. During the years ended December 31, 2019 and 2018 , the Company utilized discount rates between 16.0% and 25.0% , reflecting changes in the Company’s risk profile. Net revenue projections were also updated to reflect changes in the timing of regulatory approval and expected sales. Significant increases (decreases) in discount rate would result in a significantly lower (higher) fair value measurement, which could impact materially the fair value reported on the balance sheet. The following table shows a reconciliation of the beginning and ending fair value measurements of the contingent royalty obligation payable: Year Ended December 31, 2019 2018 Fair value, beginning of period $ 50,200 $ — Payments (9,677 ) — Assumption of the royalty obligation payable to Evolus Founders — 39,700 Change in fair value recorded in operating expenses 4,160 10,500 Fair value, end of period $ 44,683 $ 50,200 Other Financial Assets and Liabilities The Company’s financial instruments consist primarily of cash and cash equivalents, short-term available-for-sale debt securities, accounts receivable, accounts payable, accrued expenses, lease liabilities, and long-term debt. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates their fair value because of the short-term maturity of such instruments. The Company estimates the fair value of contingent promissory note payable to the Evolus Founders, long-term debt and operating lease liabilities using the discounted cash flow analysis based on the interest rates for similar rated debt securities (Level 2). As of December 31, 2019 , the fair value of contingent promissory note and long-term debt was estimated to be $16,696 and $76,203 , respectively. The fair value of operating lease liabilities at December 31, 2019 approximated their carrying value. As of December 31, 2018 , the fair value of contingent promissory note was $17,181 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The table below shows the weighted-average life, original cost, accumulated amortization and net book value by major intangible asset classification: Weighted-Average Life (Years) Original Cost Accumulated Amortization Net Book Value Definite-lived intangible assets Distribution right 20 $ 59,076 $ (2,679 ) $ 56,397 Capitalized software 2 4,415 (1,174 ) 3,241 Intangible assets, net 63,491 (3,853 ) 59,638 Indefinite-lived intangible asset Goodwill * 21,208 — 21,208 Total as of December 31, 2019 $ 84,699 $ (3,853 ) $ 80,846 Weighted-Average Life (Years) Original Cost Accumulated Amortization Net Book Value Indefinite-lived intangible assets IPR&D** * $ 56,076 $ — $ 56,076 Goodwill * 21,208 — 21,208 Total as of December 31, 2018 $ 77,284 $ — $ 77,284 ________________________ * Intangible assets with indefinite lives have an indeterminable average life. ** IPR&D is presented as “intangible assets, net” in the accompanying balance sheets. The following table outlines the estimated future amortization expense related to intangible assets held as of December 31, 2019 that are subject to amortization: Fiscal year 2020 $ 5,423 2021 3,729 2022 2,955 2023 2,955 2024 2,955 Thereafter 41,621 $ 59,638 In connection with the acquisition of the Company by SCH in 2013, the Company recorded goodwill of $21,208 and IPR&D of $56,076 . The IPR&D recognized represents the license and associated distribution right to develop Jeuveau ® , the initial term of which expires in September 2023 and is automatically extended for unlimited additional three -year terms provided that the Company meets certain performance requirements. Additionally, pursuant to the Daewoong Agreement, up to $13,500 in additional cash consideration was due to Daewoong based upon the Company’s successful completion of certain technical and sales milestones. Upon FDA approval of Jeuveau ® on February 1, 2019, the Company paid Daewoong a $2,000 milestone payment which increased the cost basis of the IPR&D, and the IPR&D project was completed and reclassified as a definite-lived distribution right intangible asset, which is amortized on a straight-line basis over the estimated useful life of 20 years . In connection with EU approval of Jeuveau ® , the Company paid a $1,000 milestone payment to Daewoong in the fourth quarter of fiscal year 2019, which also increased the cost basis of the distribution right. For the years ended December 31, 2019 and 2018 , the Company capitalized $4,415 and $0 , respectively, related to costs of computer software developed for internal use. The software is amortized over a two -year period using the straight-line method. For the years ended December 31, 2019 and 2018 , total intangible assets amortization expense of $3,853 and $0 was recorded within depreciation and amortization on the accompanying statements of operations and comprehensive loss, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following: Year Ended December 31, 2019 2018 Accrued professional services $ 5,794 $ 931 Accrued payroll and related benefits 5,229 2,577 Accrued volume-based rebate and coupon liability 1,709 — Other accrued expenses 1,228 210 $ 13,960 $ 3,718 |
Oxford Term Loans
Oxford Term Loans | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Oxford Term Loans | Oxford Term Loans On March 15, 2019, the Company entered into a credit facility of up to $100,000 with Oxford. Pursuant to the terms of the credit facility, the lender extended term loans (the “Term Loans”), available in two advances, to the Company. The first tranche of $75,000 was funded on the closing date. The second tranche of $25,000 may be drawn, at the request of the Company, no later than September 30, 2020, upon achieving specified minimum net sales milestones based on a trailing six -month basis and no event of default. As of December 31, 2019 , the Company had not yet met the net sales milestone to draw the second tranche. The credit facility bears an annual interest rate equal to the greater of 9.5% , or the 30-day U.S. Dollar LIBOR rate plus 7.0% . The Company agreed to pay interest-only on each tranche funded for the first 36 months until May 2022, which is followed by a 23 -month amortization period. Notwithstanding the foregoing, if the Company maintains compliance with the specified minimum net sales covenant and meets other conditions during the initial interest-only period, upon the Company’s request, the interest-only period may be extended by an additional 12 months to a total of 48 months followed by an 11 -month amortization period. Upon the earliest to occur of the maturity date, the acceleration of the term loans, or the prepayment of the term loans, the Company is required to pay to Oxford a final payment of 5.5% of the full principal amount of the term loans funded (“Final Payment”). The Company may elect to prepay all amounts owed prior to the maturity date, provided that a prepayment fee is also paid, which shall be equal to 3.0% of the amount prepaid if the prepayment occurs on or prior to March 15, 2020, 2.0% of the amount prepaid if the prepayment occurs after March 15, 2020 and on or prior to March 15, 2021, or 1.0% of the amount prepaid if the prepayment occurs thereafter (“Prepayment Fee”). If the Term Loans are accelerated following the occurrence of an event of default, the Company is required to immediately pay to Oxford an amount equal to the sum of all outstanding principal of the term loans plus accrued and unpaid interest thereon through the prepayment date, the Final Payment, the Prepayment Fee and all other obligations that are due and payable, including payment of Oxford’s expenses and interest at the default rate with respect to any past due amounts. The credit facility is secured by substantially all of the Company’s assets. The credit facility includes affirmative and negative covenants applicable to the Company and any subsidiaries it may create in the future. The affirmative covenants include, among others, covenants requiring the Company to maintain its legal corporate existence and governmental approvals, deliver certain financial reports, maintain insurance coverage and satisfy certain requirements regarding deposit accounts. The negative covenants include, among others, restrictions on us transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets and suffering a change in control, in each case subject to certain exceptions. The credit facility also includes events of default, the occurrence and continuation of which could cause interest to be charged at a default interest rate equal to the applicable rate plus 5.0% and Oxford, as collateral agent, with the right to exercise remedies against the Company and the collateral securing the credit facility, including foreclosure against the property securing the credit facility, including the Company’s cash. These events of default include, among other things, any failure by the Company to pay principal or interest due under the credit facility, a breach of certain covenants under the credit facility, the Company’s insolvency, a material adverse change, the occurrence of any default under certain other indebtedness and one or more judgments against the Company, the institution of certain temporary or permanent relief in connection with pending litigation, or the breach, termination or other adverse events under the Daewoong Agreement. As of December 31, 2019 , the Company was in compliance with its debt covenants. At the closing date, the Company incurred $1,094 and $2,205 in debt discounts and issuance costs related to the Term Loans, respectively. Debt discounts and issuance costs related to the entire Term Loans have been allocated pro rata between the funded and unfunded portions. Debt discounts and issuance costs allocated to the first tranche of $75,000 have been presented as a deduction to the debt balance and are amortized into interest expense using the effective interest method. The Final Payment on the first tranche of $75,000 is $4,125 and amortized into interest expense over the life of the term loan. As of December 31, 2019 , the borrowings outstanding under the Term Loans were classified as long-term debt in the accompanying balance sheets. Debt discounts and issuance costs associated with the unfunded tranche are deferred as assets until the tranche is drawn and are amortized into interest expense using the straight-line method over the term of the debt. The overall effective interest rate was approximately 11.6% as of December 31, 2019 . As of December 31, 2019 , the principal amounts of long-term debt maturities during each of the next five fiscal years are as follows: Fiscal year 2022 $ 26,087 2023 39,130 2024 9,783 Total principal payments 75,000 Unamortized debt discounts and issuance costs (1,492 ) Long term debt, net of discounts and issuance costs $ 73,508 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases office facilities under various operating lease agreements. The Company’s corporate headquarters is located in Newport Beach, California, in a facility that it subleases under a non-cancelable operating lease for a fixed amount each month. The sublease for this facility expired on January 20, 2020. On May 15, 2019, the Company entered into a non-cancelable operating lease for the same office facility with the original lessor. This non-cancelable operating lease commenced on February 1, 2020 and expires on January 31, 2025. Lease payments increase based on an annual rent escalation clause that occurs each year on February 1. The Company may, under certain circumstances, terminate the lease on the 36 -month anniversary of the lease commencement date by providing a written notice 12 months prior to such anniversary and paying a termination fee equal to six months basic rent plus certain other expenses. The Company has an option to extend the term of the lease for an additional 60 months , which is not recognized as part of its ROU assets and lease liabilities. The lease with the original lessor is a modification of the existing sublease that is not accounted for as a separate contract. The Company also leases an office facility in Santa Barbara, California, under a non-cancelable operating lease, the payments of which include a three percent annual rent escalation clause that occurs on each June 1 anniversary . The lease for this facility expires on May 31, 2020 and the Company has an option to extend the term of the lease for an additional 60 months . In June 2019, the Company subleased the Santa Barbara, California facility to a third-party for a term starting on June 1, 2019 and expiring on May 31, 2020. The sublease income was not significant. Upon signing the sublease, the Company recorded an impairment charge of $80 to the right-of-use asset related to the original lease. The Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants. The payments associated with the renewal will only be included in the measurement of the lease liability and ROU assets if the exercise of the renewal option is determined to be reasonably certain. The Company considers the timing of the renewal period and other economic factors such as the financial implications of a decision to extend or not to extend a lease in determining if the renewal option is reasonably certain to be exercised. For the year ended December 31, 2019 , the components of operating lease expense and other quantitative information were as follows: Year Ended December 31, 2019 Fixed operating lease expense $ 1,080 Variable operating lease expense 110 Short-term operating lease expense 85 $ 1,275 As of December 31, 2019 Weighted-average remaining lease term (years) 5.0 Weighted-average discount rate 9.4% Operating lease expenses were included in the selling, general and administration expenses in the accompanying statements of operations and comprehensive loss. Operating lease right-of-use assets and related current and noncurrent operating lease liabilities are presented in the accompanying balance sheets. The following table presents the maturity of the Company’s operating lease liabilities as of December 31, 2019 , future minimum payments under the operating lease agreements with non-cancelable terms as follows: Fiscal year 2020 $ 1,201 2021 1,205 2022 1,258 2023 1,312 2024 1,369 Thereafter 114 Total operating lease payments 6,459 Less: imputed interest (1,366 ) Present value of operating lease liabilities $ 5,093 As required by the new lease accounting standard, legacy disclosures are provided for periods prior to adoption. Total rental expense for the year ended December 31, 2018 was $334 . As of December 31, 2018 , annual future minimum payments under the operating lease agreements with non-cancelable terms greater than one year are as follows: Fiscal year 2019 $ 890 2020 139 2021 — $ 1,029 Purchase Commitments As of December 31, 2019 , the Company has entered into commitments to purchase services and products for an aggregate amount of approximately $4,602 . Certain minimum purchase commitments related to the purchase of Jeuveau ® are described below. License and Supply Agreement Pursuant to the Daewoong Agreement, the Company has an exclusive distribution license to Jeuveau ® from Daewoong for aesthetic indications in the United States, European Union, Canada, Australia, Russia, Commonwealth of Independent States, and South Africa, as well as co-exclusive distribution rights with Daewoong in Japan. The Product is manufactured by Daewoong in a recently constructed facility in South Korea. The Company also has the option to negotiate first with Daewoong to secure a distribution license for any product that Daewoong directly or indirectly develops or commercializes that is classified as an injectable botulinum toxin (other than Jeuveau ® ) in a territory covered by the Daewoong Agreement. The Company held an option to obtain the therapeutic rights to Jeuveau ® in its licensed territories which was held in trust for Alphaeon during the fourth quarter of 2017 for a $2,500 reduction in related party borrowings. In September 2018, Alphaeon exercised the right to obtain the therapeutic option to Jeuveau ® and remitted the option exercise price directly to Daewoong. In connection with the Daewoong Agreement, the Company was obligated to make milestone payments to Daewoong for certain confidential development and commercial milestones associated with Jeuveau ® . As of December 31, 2019 , Daewoong is eligible to receive remaining contingent milestone payments of up to $10,500 . The Daewoong Agreement also includes certain minimum annual purchases the Company is required to make in order to maintain the exclusivity of the license. The Company may, however, meet these minimum purchase obligations by achieving certain market share in its covered territories. These potential minimum purchase obligations are contingent upon the occurrence of future events, including receipt of governmental approvals and the Company’s future market share in various jurisdictions. Legal Proceedings 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 they involve claims that may be made against the Company in the future, but have not yet been made. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. No amounts were accrued as of December 31, 2019 and 2018 . Medytox Litigation The Company, Daewoong and other individuals and entities are defendants to a lawsuit brought by Medytox, Inc. (“Medytox”) originally instituted in the Superior Court of the State of California in June 2017. With specific regard to the Company, Medytox alleges that (i) the Company has violated California Uniform Trade Secrets Act, Cal. Civ. Code § 3426 because Daewoong’s alleged knowledge of the misappropriation of certain trade secrets of Medytox is imputed to the Company as a result of the Company’s relationship with Daewoong, (ii) the Company has stolen the botulinum toxin bacterial strain of Medytox through our possession of and refusal to return the botulinum toxin bacterial strain, (iii) the Company has engaged in unlawful, unfair and fraudulent business acts and practices in violation of California Bus. & Prof. Code § 17200, including conversion of the botulinum toxin bacterial strain and misrepresentations to the public regarding the source of the botulinum toxin bacterial strain used to manufacture Jeuveau ® , and (iv) the Daewoong Agreement is invalid and in violation of Medytox’s rights (the “Medytox Litigation”). Medytox seeks, among other things, (i) actual, consequential and punitive damages, (ii) a reasonable royalty, as appropriate, (iii) a declaration that the Daewoong Agreement is void and unenforceable and that Medytox is entitled to disgorgement of all property wrongfully and unjustly retained or acquired by the defendants, including unlawfully gained profits, (iv) injunctive relief prohibiting the Company from using the license under the Daewoong Agreement and distributing Jeuveau ® , and (v) attorneys’ fees and costs. The Company believes it has meritorious defenses and intends to vigorously defend Medytox’s claims. The Company is unable to determine the likelihood of success of Medytox’s claims against the Company, and an estimate of the possible loss or range of loss cannot be made. While the Company is entitled to indemnity under the Daewoong Agreement, the indemnity may not be sufficient. An adverse ruling by the Superior Court against either us or Daewoong could materially adversely affect the Company’s ability to carry out its business and which would have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows and could also result in reputational harm. ITC Case On January 30, 2019, Allergan, plc and Allergan, Inc. (collectively, “Allergan”) and Medytox filed a complaint against us and Daewoong in the U.S. International Trade Commission (the “ITC”), containing substantially similar allegations to the Medytox Litigation, specifically that Jeuveau ® is manufactured based on misappropriated trade secrets of Medytox and therefore the importation of Jeuveau ® is an unfair act. The ITC matter is entitled In the Matter of Certain Botulinum Toxin Products (the “ITC Complaint”). The ITC instituted an investigation as ITC Inv. No. 337-TA-1145 (the “ITC Action”). The ITC Complaint seeks (i) an investigation by the ITC pursuant to Section 337 of the Tariff Act of 1930, (ii) a hearing with the ITC on permanent relief, (iii) issuance of a limited exclusion order forbidding entry of Jeuveau ® into the United States, (iv) a cease and desist order prohibiting Daewoong and us from engaging in the importations, sale for importation, marketing, distribution, offering for sale, the sale after the importation of, or otherwise transferring Jeuveau ® within the United States, (v) a bond issued during the presidential review period, (vi) the return of Medytox’s trade secrets and other confidential information including the alleged stolen botulinum toxin bacterial strain, and (vii) exclusion and cease and desist orders. The Company intends to defend itself vigorously in the proceedings. In January 2020, the three sets of parties to the ITC Action, (i) the Complainants - Allergan and Medytox, (ii) the Respondents - the Company and Daewoong and (iii) the OUII, each submitted pre-hearing briefs to the Administrative Law Judge assigned to the ITC Action setting forth each party’s positions on the substantive issues prior to the evidentiary hearing. From February 4-7, 2020, the Administrative Law Judge held an evidentiary hearing on the ITC Action. An initial determination by the Administrative Law Judge is due by June 5, 2020 and the target date for the final determination by the ITC is October 6, 2020. An adverse ruling by the ITC against either the Company or Daewoong could result in the imposition of an exclusion order which would bar imports of Jeuveau ® into the United States and a cease and desist order which would bar sales and marketing of Jeuveau ® within the United Sates either of which would materially adversely affect the Company’s ability to carry out its business and which would have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows and could also result in reputational harm. Even if the Company is successful, the ITC Action may result in reputation damage or other collateral consequences. Other Legal Matters The Company, from time to time, is involved in various litigation matters or regulatory encounters arising in the ordinary course of business that could result in unasserted or asserted claims or litigation. These other matters may raise difficult and complex legal issues and are subject to many uncertainties, including, but not limited to, the facts and circumstances of each particular case or claim, the jurisdiction in which each suit or regulatory encounter is brought, and differences in applicable laws and regulations. Except as set forth above, the Company does not believe that these other matters would have a material adverse effect on its accompanying financial position, results of operations or cash flows. However, the resolution of one or more of the other matters in any reporting period could have a material adverse impact on the Company’s financial results for that period. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders’ Equity (Deficit) Convertible Series A Preferred Stock Prior to IPO, the Company had 2,500,000 shares of Series A preferred stock authorized, of which 1,250,000 were issued and outstanding to Alphaeon. The number of shares of common stock to which a preferred stockholder was entitled was the product obtained by multiplying the Series A preferred stock conversion rate by the number of shares of preferred stock being converted, subject to adjustments as provided in the amended and restated certificate of incorporation. In connection with the IPO, all shares of Series A preferred stock were converted into 2,065,875 shares of common stock. In addition, the Company also amended and restated its certificate of incorporation. As a result, shares of Series A convertible preferred stock were canceled, with none authorized, issued or outstanding as of December 31, 2019 . Preferred Stock The Company has 10,000,000 authorized shares of preferred stock with a par value of $0.00001 per share. As of December 31, 2019 , none were issued and outstanding. Common Stock The Company has 100,000,000 authorized shares of common stock with a par value of $0.00001 per share. As of December 31, 2019 , 33,562,665 shares were issued and outstanding. Equity Related Transactions As of February 12, 2018, the Company assumed from Alphaeon the revised payment obligations under the Amended Purchase Agreement of $55,742 (comprised of $39,700 related to the contingent royalty obligation and $16,042 related to the contingent promissory note at that date). See Note 3 , Fair Value Measurements and Short-Term Investments for more information. Pursuant to the Amended Purchase Agreement, Alphaeon agreed to offset and reduce the amount of related party borrowings by the estimated value of the revised payment obligations on a dollar-for-dollar basis and pursuant to the services agreement (see Note 11, Related Party Transactions ). Additionally, the Company paid $5,000 to Alphaeon in satisfaction of a portion of the outstanding related party borrowings (see Note 11 , Related Party Transactions ). The remaining balance of related party borrowings of $13,188 was recharacterized as a capital contribution from Alphaeon pursuant to the services agreement. 2017 Omnibus Incentive Plan and Stock-based Compensation Allocation On November 21, 2017, t he board of directors and the then-sole stockholder of the Company approved the Company’s 2017 Omnibus Incentive Plan (the “Plan”). The Plan provides for the grant of incentive options to employees of the Company, and for the grant of nonstatutory options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to the Company’s employees, including officers, directors, consultants and employees of the Company. The maximum number of shares of common stock that may be issued under the Plan is 4,361,291 shares, plus an annual increase on each anniversary of November 21, 2017 equal to 4% of the total issued and outstanding shares of the Company’s common stock as of such anniversary (or such lesser number of shares as may be determined by the Company’s board of directors). On November 21, 2018 and 2019, an additional 1,091,000 shares and 1,337,821 shares, respectively, were reserved under the evergreen provision of the Plan. As of December 31, 2019 , the Company has available an aggregate of 2,249,380 shares of common stock for future issuance under the Plan. Stock-Based Award Activity and Balances Options are granted at exercise prices based on the Company’s grant date common share price. The restricted stock units (“RSUs”) and options generally vest over a one -to four -year period. There have been no awards granted with performance conditions or market conditions for the period presented. The options generally have a contractual term of ten years . The Black‑Scholes option pricing model has various inputs, including the grant date common share price, exercise price, risk‑free interest rate, volatility, expected life and dividend yield. The change of any of these inputs could significantly impact the determination of the fair value of the Company’s options as well as significantly impact its results of operations. The fair value of RSU grants is determined at the grant date based on the common share price. The Company records stock-based compensation expense net of actual forfeitures when they occur. The significant assumptions used in the Black-Scholes option-pricing are as follows: • Determining Fair Value of the Underlying Common Stock. For options awards granted after the completion of the Company’s IPO, the fair value for its underlying common stock was determined using the fair value of the grant date price as reported on the Nasdaq Global Select Market. Since the Company’s common stock was not traded in a public stock market exchange prior to the Company’s IPO, prior to such date the Board of Directors considered numerous factors including new business and economic developments affecting the Company and independent appraisals, when appropriate, to determine the fair value of the Company’s common stock. Independent appraisal reports were prepared using conventional valuation techniques, such as discounted cash flow analyses, from which a discount factor for lack of marketability was applied. This determination of the fair value of the common stock was performed on a contemporaneous basis. Prior to the Company’s initial public offering, the Board of Directors determined the Company’s common stock fair market value on as needed basis. • Expected Volatility. The Company has limited data regarding company‑specific historical or implied volatility of its share price. Consequently, the Company estimates its volatility based on the average historical volatility of the stock price from a set of peer companies, since our shares do not have sufficient trading history. Management considers factors such as stage of life cycle, competitors, size, market capitalization and financial leverage in the selection of similar entities. • Expected Term. The expected term represents the period of time in which the options granted are expected to be outstanding. The Company estimates the expected term of options with consideration of vesting date, contractual term, and historical experience. The expected term of “plain vanilla” options is estimated based on the midpoint between the vesting date and the end of the contractual term under the simplified method permitted by the SEC implementation guidance. The weighted‑average expected term of the Company’s options is approximately six years . • Risk‑Free Rate. The risk‑free interest rate is selected based upon the implied yields in effect at the time of the option grant on U.S. Treasury zero‑coupon issues with a term approximately equal to the expected life of the option being valued. • Dividends. The Company does not anticipate paying cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield rate of zero . The weighted-averages for key assumptions used in determining the fair value of stock options granted were as follows: Year Ended December 31, 2019 2018 Volatility 59.32% 57.76% Risk-free interest rate 2.42% 2.65% Expected life (years) 6.17 6.24 Dividend yield rate —% —% A summary of stock option activity under the Plan for the year ended December 31, 2019 , is presented below: Weighted Weighted Average Average Remaining Aggregate Stock Exercise Contractual Intrinsic Options Per Share Terms (Years) Value Outstanding, December 31, 2018 3,257,801 $ 11.99 9.26 $ 7,119 Granted 1,321,451 $ 18.63 Exercised (273,734 ) $ 9.98 Cancelled/forfeited (328,117 ) $ 15.15 Outstanding, December 31, 2019 3,977,401 $ 14.07 8.51 $ 7,198 Exercisable, December 31, 2019 800,595 $ 12.50 8.28 $ 1,880 Vested and expected to vest, December 31, 2019 3,977,401 $ 14.07 8.51 $ 7,198 The aggregate intrinsic value of outstanding and exercisable options represents the excess of the fair market value of our common stock over the exercise price of underlying options as of December 31, 2019 and 2018 . The total intrinsic value of options exercised in the years ended December 31, 2019 and 2018 was $2,311 and $0 , respectively. During the years ended December 31, 2019 and 2018 , the Company recorded expenses related to stock options of $8,302 and $4,099 , respectively. As of December 31, 2019 , there was $21,529 of total unrecognized compensation cost, net of actual forfeitures, related to stock option-based compensation arrangements granted under the Plan. The cost is expected to be recognized over a weighted-average period of 2.6 years . A summary of RSUs activity under the Plan for the year ended December 31, 2019 , is presented below: Weighted Restricted Average Stock Grant Date Units Fair Value Outstanding, December 31, 2018 271,404 $ 16.53 Granted 3,000 $ 18.33 Vested (25,125 ) $ 24.81 Forfeited (19,409 ) $ 13.71 Outstanding, December 31, 2019 229,870 $ 15.89 During the years ended December 31, 2019 and 2018 , the Company recorded expenses related to restricted stock units of $1,216 and $1,304 , respectively. Total fair value of RSUs vested during the years ended December 31, 2019 and 2018 was $357 and $771 , respectively. As of December 31, 2019 , there was $1,377 of total unrecognized compensation cost, net of actual forfeitures, related to RSU-based compensation arrangements granted under the Plan. The cost is expected to be recognized over a weighted-average period of 0.7 years . The following table summarizes stock-based compensation expense arising from the above Plan: Year Ended December 31, 2019 2018 Selling, general and administrative $ 8,862 $ 5,570 Research and development 656 1,401 Total stock-based compensation expense $ 9,518 $ 6,971 In addition, during the years ended December 31, 2019 and 2018 , the Company capitalized $ 106 and $ 0 , respectively, of stock-based compensation expense in capitalized software. Capitalized software is a component of intangible assets and is presented in the accompanying condensed balance sheets. See Note 4 , Goodwill and Intangible Assets for capitalized software information. Separation of Service with the Former President and Chief Executive Officer In May 2018, the Company entered into a separation agreement (the “Separation Agreement”) with its then President and Chief Executive Officer. Pursuant to the Separation Agreement, the Company modified previously granted stock options resulting in an incremental vesting of 100,424 stock options and related stock-based compensation expense of $451 . As part of the Separation Agreement, the Company issued 34,602 shares of common stock net of tax withholding for vested restricted stock units. An additional 50,112 shares of common stock were immediately vested and will be issued in February 2020. Stock-based compensation expense relating to the issuance of common stock and accelerated vesting was approximately $980 and reflected in selling, general and administrative on the statements of operations and comprehensive loss for the year ended December 31, 2018. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company maintains a defined contribution 401(k) plan covering substantially all employees. On July 1, 2019, the Company began providing matching contributions, which totaled $479 for the year ended December 31, 2019 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s loss before income taxes was entirely generated from its U.S. operations. The current and deferred expense is as follows: Year Ended December 31, 2019 2018 Current provision: Federal $ — $ — State 28 — Total current provision 28 — Deferred (benefit) provision: Federal (10,299 ) 44 State (4,756 ) 21 Total deferred (benefit) provision (15,055 ) 65 Total (benefit) provision for income taxes $ (15,027 ) $ 65 As of December 31, 2019 , the Company has federal net operating loss (“NOL”) carryforwards of $ 179,589 , which will begin to expire in 2034. The federal NOLs generated in 2018 and in the subsequent years do not expire. As of December 31, 2019 , the Company has state NOL carryforwards of $94,118 , which will begin to expire in 2038. As of December 31, 2019 , the Company has federal research and development (“R&D”) credit carryforwards of $1,377 , which will begin to expire in 2034. The Company also has California R&D credit carryforwards of $1,383 , which has an indefinite carryforward period. The NOL and the R&D credit carryforwards generated by the Company in tax years ended February 11, 2018 and prior have been included in the consolidated and unitary income tax returns of Alphaeon. After the Company left the Alphaeon consolidated and unitary income tax group on February 11, 2018, the Company files its own standalone income tax returns. Deferred tax assets in the accompanying financial statements reflect the Company's standalone tax attributes that are reportable on its own income tax returns. In general, if a company experiences a greater than 50 percentage point aggregate change in ownership of certain significant stockholders over a three-year period, utilization of its pre-change NOL carryforwards and R&D credit carryforwards is subject to an annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and similar state laws. The annual limitation generally is determined by multiplying the value of the Company’s stock at the time of such ownership change, subject to certain adjustments, by the applicable long-term tax-exempt rate. The annual limitations may result in the expiration of NOL and R&D credit carryforwards before utilization and may be material. The Company has started but has not completed an analysis to determine whether its NOL and R&D credits generated through December 31, 2019 are likely to be limited by Section 382 and 383. The Company anticipates that an ownership change as defined under Section 382 may have occurred and that the resulting limitation would significantly reduce the Company’s ability to utilize its NOL and R&D credit carryforwards before they expire. Additionally, future ownership changes under Section 382 and 383 may also limit the Company's ability to fully utilize any remaining tax benefits. The Company’s net deferred income tax assets have been offset by a valuation allowance. Therefore, any resulting reduction to the Company’s NOL and R&D credit carryforwards once the analysis is complete will be offset by a corresponding reduction of the valuation allowance and there would be no impact on the Company’s balance sheet, statement of operations, or cash flows. The components of deferred tax assets and liabilities were as follows: As of December 31, 2019 2018 Deferred income tax assets: Net operating losses $ 42,756 $ 27,929 Stock compensation 2,430 1,455 Other deferred assets 2,470 2,176 Accrued compensation 1,962 608 Operating lease liabilities 1,274 — Contingent obligation - imputed interest 199 101 Other, net 12 11 Valuation allowance (36,972 ) (32,280 ) Total deferred income tax assets 14,131 — Deferred income tax liabilities: Intangible amortization (12,970 ) (15,055 ) Operating lease right-of-use assets (1,017 ) — Fixed asset depreciation (144 ) — Total deferred income tax liabilities (14,131 ) (15,055 ) Net deferred income taxes $ — $ (15,055 ) Upon FDA approval of Jeuveau ® in February 2019, the Company’s IPR&D intangible asset was reclassified to a definite-lived distribution right intangible asset. As a result, management determined that it was more likely than not that certain deferred tax assets became realizable due to the future reversals of the deferred tax liability associated with such intangible asset. Accordingly, the Company released $15,055 of its valuation allowance for the year ended December 31, 2019 . The total valuation allowance balance did not significantly change in 2019 due to the increase related to the current year operating loss as offset by the release as discussed above. A reconciliation of the difference between the provision (benefit) for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows: As of December 31, 2019 2018 Income tax at statutory rate $ (22,063 ) $ (9,828 ) State income taxes, net of Federal benefit (3,905 ) (3,148 ) California NOL write-off 5,174 — Revaluation of contingent royalty obligation 1,040 2,938 Meals and entertainment 1,002 17 Change in state tax rate (1,371 ) — Stock compensation 521 474 Research and development tax credit (294 ) (294 ) Promissory note - debt discount 128 105 Other, net 50 — Valuation allowance 4,691 9,801 Income tax provision (benefit) $ (15,027 ) $ 65 A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: As of December 31, 2019 2018 Beginning balance $ 2,435 $ 2,109 Increases to current year tax positions 326 326 Ending balance $ 2,761 $ 2,435 The Company has considered the amounts and probabilities of the outcomes that can be realized upon ultimate settlement with the tax authorities and determined unrecognized tax benefits primarily related to credits should be established as noted in the summary rollforward above. The Company’s effective income tax rate would not be impacted if the unrecognized tax benefits are recognized. Additional amounts in the summary rollforward could impact the Company’s effective tax rate if it did not maintain a full valuation allowance on its net deferred tax assets. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. There were no accrued interest and penalties associated with uncertain tax positions as of December 31, 2019 and 2018 . The Company’s tax returns for all years since inception are open for audit. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Services with Alphaeon Prior to the Company’s IPO in February 2018, the Company had funded its operations primarily through contributions and related party borrowings from Alphaeon. For 2018, selling, general and administrative expenses included $383 of expenses allocated by Alphaeon. After completion of the Company’s IPO, Alphaeon did no t incur any administrative or research and development expenses on the Company’s behalf. In January 2018, the Company entered into a services agreement with Alphaeon, or the services agreement, which became effective upon the Company’s IPO. The services agreement sets forth certain agreements between Alphaeon and the Company that governs the respective responsibilities and obligations between Alphaeon and the Company as it relates to the services to be performed between them . The services agreement has a one -year term and thereafter will renew for successive one year terms unless sooner terminated by either party. The Company or Alphaeon may terminate the services agreement upon sixty days ’ notice to the other party. In accordance with the services agreement, the Company paid Alphaeon $5,000 during the first quarter of 2018, subsequent to the IPO. There were no significant services provided under the services agreement after the IPO. As of December 31, 2019 and 2018 , Evolus had no related party accounts receivable or payable with Alphaeon. Note Obligation Pursuant to certain debt transactions entered into by Alphaeon in 2016 and 2017 and guaranty provided by the Company, as a co-obligor to these debt obligations, the Company applied the accounting guidance provided in ASC 405-40, Obligations Resulting from Joint and Several Liability Arrangements and recorded a note obligation. During the first quarter of 2018, Alphaeon issued $800 additional convertible promissory notes, including $24 convertible promissory notes to the Company’s former President and Chief Executive Officer and former member of the board of directors. As a result of this additional issuance, the total note obligations under all the notes increased to $140,688 ( 2.5 times the total outstanding principal amount of $56,275 ) immediately prior to the IPO. Approximately $615 in excess of the then balance of additional paid-in capital was recorded in accumulated deficit. In January 2018 immediately prior to its IPO, the Company recorded an increase of $1,051 in the receivable from Alphaeon with a corresponding increase in additional paid-in capital. The related party receivable balance increased to $73,690 immediately prior to the IPO. As of February 12, 2018, the Company was released of the $140,688 note obligation for all guaranty and security obligations under the guaranty agreements, and its related party receivable from Alphaeon of $73,690 was settled, resulting in a capital contribution of $66,998 . Alphaeon’s security interest in Evolus’ assets was also terminated. Evolus Founders Certain of the Evolus Founders from whom SCH purchased its equity interests included individuals who were previously employed by the Company in operational roles, including the Company’s former Chief Operating Officer and consultant to the Company through December 31, 2018. Payment Obligations Related to the Acquisition by Alphaeon The Company was acquired by SCH in 2013 and subsequently by its subsidiary, Alphaeon Corporation, by means of a stock purchase agreement (“Stock Purchase Agreement”) pursuant to which Alphaeon assumed certain payment obligations related to the acquisition. On December 14, 2017, the Stock Purchase Agreement was amended (“Amended Stock Purchase Agreement”), and, as a result, effective upon the closing of the Company’s IPO, the Company assumed all of Alphaeon’s payment obligations under the Amended Stock Purchase Agreement. Under the Amended Stock Purchase Agreement, the payment obligations consisted of (i) a $9,200 up-front payment upon obtaining FDA approval for Jeuveau ® for the treatment of glabellar lines which was paid in full in 2019, (ii) quarterly royalty payments of a low single digit percentage of net sales of Jeuveau ® , and (iii) a $20,000 promissory note that matures in November 2021. The payment obligations set forth in (ii) above terminates in the quarter following the 10 -year anniversary of the first commercial sale of Jeuveau ® in the United States. Under the Amended Stock Purchase Agreement, the Company recorded the fair value of all revised payment obligations and the promissory note owed to the Evolus Founders of $55,742 (comprised of $39,700 related to the contingent royalty obligation payable and $16,042 related to the contingent promissory note) as of February 12, 2018. See Note 3 , Fair Value Measurements and Short-Term Investments for more information about the Company’s accounting thereof. In addition, the outstanding related party borrowings from Alphaeon as of February 12, 2018 were offset and reduced, on a dollar-for-dollar basis, taking into account the then-fair value of all payment obligations the Company assumed from Alphaeon, the fair value of which, as of February 12, 2018, was $55,742 . Under the Amended Stock Purchase Agreement, Evolus paid one-time bonuses of $1,575 to certain current and former employees upon FDA approval of Jeuveau ® in February 2019, including a one-time bonus of $700 paid to the Company’s Chief Medical Officer and Head of Research & Development. The payment is included in research and development expenses in the accompanying statements of operations and comprehensive loss for the year ended December 31, 2019 . The Company has the right to prepay the promissory note, in whole or in part, at any time and from time to time without penalty. Upon an event of default under the promissory note, all unpaid principal becomes immediately due and payable at the option of the holder. An event of default occurs under the terms of the promissory note upon any of the following events: (i) Evolus fails to meet the obligations to make the required payments thereunder, (ii) Evolus makes an assignment for the benefit of creditors, (iii) Evolus commences any bankruptcy proceeding, or (iv) Evolus materially breaches the Amended Stock Purchase Agreement or Tax Indemnity Agreement (which is defined below) and such breach is not cured within 30 days . In addition, upon a change-of-control of Evolus, all unpaid principal becomes immediately due and payable. Under the terms of the promissory note, a change-of-control is defined as (i) the sale of all or substantially all of Evolus’ assets, (ii) the exclusive license of Jeuveau ® or the business related to Jeuveau ® to a third-party (other than a sublicense under the Daewoong Agreement), or (iii) any merger, consolidation, or acquisition of Evolus, except a merger, consolidation, or acquisition of Evolus in which the holders of capital stock of Evolus immediately prior to such merger, consolidation, or acquisition hold at least 50% of the voting power of the capital stock of Evolus or the surviving entity. Notwithstanding the foregoing, the promissory note expressly provides that neither the IPO or any merger with or acquisition by Alphaeon or any of its subsidiaries or affiliates constitutes a change-of-control. In connection with the Amended Stock Purchase Agreement, the Company entered into a tax indemnity agreement with the Evolus Founders (“Tax Indemnity Agreement”). Pursuant to the Tax Indemnity Agreement, the Company is obligated to indemnify the Evolus Founders for any tax liability resulting from the Company’s assumption of the revised payment obligations under the Amended Stock Purchase Agreement from Alphaeon. Such assumption of the revised payment obligations occurred upon the completion of the IPO. Under the Amended Stock Purchase Agreement, the payment obligations are contingent and thus eligible for installment sale reporting under Section 453 of the Internal Revenue Code of 1986, as amended. Under the Tax Indemnity Agreement, the Company was obligated to indemnify the Evolus Founders for any taxes or penalties required to be paid by the Evolus Founders in the event the U.S. Internal Revenue Service or other taxing authority were to determine that Company’s assumption of the revised payment obligations under the Amended Stock Purchase Agreement rendered continued installment sale reporting unavailable to the Evolus Founders. Any taxes or penalties paid by us on behalf of the Evolus Founders under the Tax Indemnity Agreement will be offset dollar-for-dollar against the promissory note and future royalties that will be payable to the Evolus Founders under the Amended Stock Purchase Agreement. Exclusive Distribution and Supply Agreement with Clarion Medical Technologies Inc. On November 30, 2017, the Company entered into an exclusive distribution and supply agreement (“Distribution Agreement”), with Clarion Medical Technologies Inc. (“Clarion”). The Distribution Agreement provides terms pursuant to which the Company will exclusively supply Jeuveau ® to Clarion in Canada. Clarion was previously a wholly-owned subsidiary of Alphaeon. However, pursuant to previous agreements among Alphaeon, Clarion, and previous equity holders of Clarion, the previous equity holders of Clarion had the option, and have exercised such option, to unwind Alphaeon’s acquisition of Clarion. As a result, Alphaeon owes the equity holders of Clarion an unwinding fee of $9,600 (“Unwinding Fee”). The Distribution Agreement sets forth that a portion of the proceeds received by the Company from each unit of Jeuveau ® purchased by Clarion shall be paid directly to the previous equity holders of Clarion, and will reduce, on a dollar-for-dollar basis, the amount of the Unwinding Fee Alphaeon owes. In addition, Alphaeon and SCH have agreed with Clarion to pay the unpaid amount of the Unwinding Fee on December 31, 2022, if demanded by the previous equity holders of Clarion. The service revenue related to the sale of Jeuveau ® through Clarion in 2019 was recorded based on terms that were not in the scope of the Distribution Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Reclassifications | Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. |
Use of Estimates | Use of Estimates Management is required to make certain estimates and assumptions in order to prepare financial statements in conformity with GAAP. Such estimates and assumptions affect the reported financial statements. The Company’s most significant estimates relate to net revenues, allowance for doubtful accounts, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, inventory valuations, income tax valuations, stock-based compensation and royalty obligations, among others. Management bases estimates on historical experience and on assumptions that management believes are reasonable. The Company’s actual results could differ materially from those estimates. |
Risks and Uncertainties and Concentration of Credit Risk | Risks and Uncertainties In 2013, Evolus and Daewoong Pharmaceuticals Co. Ltd. (“Daewoong”) entered into the Daewoong Agreement, pursuant to which, the Company has the exclusive distribution license to Jeuveau ® from Daewoong for aesthetic indications in the United States, European Union, Great Britain, Canada, Australia, Russia, Commonwealth of Independent States, and South Africa, as well as co-exclusive distribution rights with Daewoong in Japan. Jeuveau ® is manufactured by Daewoong in a facility in South Korea. The Company also has the option to negotiate first with Daewoong to secure a distribution license for any product that Daewoong directly or indirectly develops or commercializes that is classified as an injectable botulinum toxin (other than Jeuveau ® ) in a territory covered by the Daewoong Agreement. The Company relies on Daewoong, its exclusive and sole supplier, to manufacture Jeuveau ® . Any termination or loss of significant rights, including exclusivity, under the Daewoong Agreement would materially and adversely affect the Company’s commercialization of Jeuveau ® . The Daewoong Agreement, and Daewoong’s rights relating to Jeuveau ® , are subject to litigation. See Note 7 , Commitments and Contingencies for additional information regarding such litigation. The Company commercially launched Jeuveau ® in the United States in May 2019 and in Canada through its distribution partner in October 2019 and, as such, has a limited history of sales. If any previously granted approval is retracted or the Company is denied approval or approval is delayed by any other regulators, it may have a material adverse impact on the Company’s business and its financial statements. The Company is subject to risks common to early stage companies in the pharmaceutical industry including, but not limited to, dependency on the clinical and commercial success of Jeuveau ® and any future product candidates, ability to obtain and maintain regulatory approval of Jeuveau ® and any future product candidates in the jurisdictions where approval is sought, the need for additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and patients, significant competition and untested manufacturing capabilities. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, short-term investments and accounts receivable. Substantially all of the Company’s cash is held by financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits. To date, the Company has not experienced any losses associated with this credit risk and continues to believe that this exposure is not significant. The Company invests its excess cash, in line with its investment policy, primarily in money market funds and debt instruments of U.S. government agencies. The Company’s accounts receivable is derived from customers located principally in the United States. Concentrations of credit risk with respect to trade receivables are limited due to the Company’s credit evaluation process. The Company does not typically require collateral from its customers. Credit losses historically have not been material. The Company continuously monitors customer payments and maintains an allowance for doubtful accounts based on its assessment of various factors including historical experience, age of the receivable balances, and other current economic conditions or other factors that may affect customers’ ability to pay. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker. The Company has determined that it operates in a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer who manages operations and reviews the financial information as a single operating segment for purposes of allocating resources and evaluating its financial performance. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities at purchase of three months or less that can be liquidated without prior notice or penalty. Cash and cash equivalents may include deposits, money market funds and debt securities. Amounts receivable from credit card issuers are typically converted to cash within two to four days of the original sales transaction and are considered to be cash equivalents. |
Short-Term Investments | Short-Term Investments Short-term investments consist of available-for-sale U.S. Treasury securities with original maturities greater than three months and remaining maturities of less than twelve months. These investments are recorded at fair value based on quoted prices in active markets, with unrealized gains and losses reported in other comprehensive gain (loss) in the Company’s statements of operations and comprehensive loss. Purchase premiums and discounts are recognized in interest expense using the effective interest method over the terms of the securities. Realized gains and losses and declines in fair value that are deemed to be other than temporary are reflected in the statements of operations and comprehensive loss using the specific-identification method. The Company periodically reviews all available-for-sale securities for other than temporary declines in fair value below the cost basis whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company also evaluates whether it has plans or is required to sell short-term investments before recovery of their amortized cost bases. To date, the Company has not identified any other than temporary declines in fair value of its short-term investments. |
Inventories | Inventories Inventories consist of finished goods held for sale and distribution. Cost is determined using the first‑in, first‑out method with prioritization of the items with the earliest expiration dates. Inventory valuation reserves are established based on a number of factors including, but not limited to, finished goods not meeting product specifications, product excess and obsolescence, or application of the lower of cost or net realizable value concepts. The determination of events requiring the establishment of inventory valuation reserves, together with the calculation of the amount of such reserves may require judgment. No material inventory valuation reserves have been recorded for any periods presented. Adverse changes in assumptions utilized in the Company’s inventory reserve calculations could result in an increase to its inventory valuation reserves. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in an orderly transaction between market participants in a principal market on the measurement date. The fair value hierarchy defines a three-tiered valuation hierarchy for disclosure of fair value measurement is classified and disclosed by the Company in one of the three categories as follows: • Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted 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 in active markets; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, or can be corroborated by observable market data for substantially the full term of the asset or liability; and • Level 3—Prices or valuation techniques that require inputs that are unobservable that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. The Company reviews goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company performs an annual qualitative assessment of its goodwill in the fourth quarter each calendar year to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry demand, that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. If events or circumstances do not indicate that the fair value of a reporting unit is below its carrying amount, then goodwill is not considered to be impaired and no further testing is required. If further testing is required, the Company performs a two-step process. The first step involves comparing the fair value of the Company’s reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step of the test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. For the purpose of impairment testing, the Company has determined that it has one reporting unit. There was no impairment of goodwill for any of the periods presented. |
Intangible Assets | Intangible Assets Upon FDA approval of Jeuveau ® in February 2019, the in process research and development (“IPR&D”) related to Jeuveau® was evaluated as completed and reclassified to a definite-lived distribution right intangible asset, which is amortized over the period the asset is expected to contribute to the future cash flows of the Company. The Company determined the pattern of this intangible asset’s future cash flows could not be readily determined with a high level of precision. As a result, the distribution right intangible asset is being amortized on a straight-line basis over the estimated useful life of 20 years . The Company capitalizes certain internal-use software costs associated with the development of its mobile and web-based customer platforms. These costs include personnel expenses and external costs that are directly associated with the software projects. These costs are included as intangible assets in the accompanying balance sheets. The capitalized internal-use software costs are amortized on a straight-line basis over the estimated useful life of two years upon being placed in service. The Company reviews long-term and identifiable definite-lived intangible assets or asset groups for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset or an asset group, further impairment analysis is performed. An impairment loss is measured as the amount by which the carrying amount of the asset or asset groups exceeds the fair value for assets to be held and used or fair value less cost to sell for assets to be disposed of. The Company also reviews the useful lives of its assets periodically to determine whether events and circumstances warrant a revision to the remaining useful life. Changes in the useful life are adjusted prospectively by revising the remaining period over which the asset is amortized. There was no impairment of long-lived assets for any periods presented |
Leases | Leases In accordance with Accounting Standards Update (“ASU”) No. 2016-02 as adopted on January 1, 2019, at the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, upon lease commencement, the Company records a lease liability which represents the Company’s obligation to make lease payments arising from the lease, and a corresponding right-of-use (“ROU”) asset which represents the Company’s right to use an underlying asset during the lease term. Operating lease assets and liabilities are included in ROU assets, current portion of operating lease liabilities and noncurrent operating lease liabilities in the accompanying balance sheets. Operating lease ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the underlying asset unless the implicit rate is readily determinable. Operating lease ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received, if any. The Company determines the lease term as the noncancellable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company’s leases do not contain any residual value guarantees. Leases with a term of 12 months or less are not recognized on the balance sheets. For operating leases, the Company recognized rent expense on a straight-line basis over the lease term. There were no significant finance leases as of December 31, 2019 . |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses include personnel-related costs, costs associated with pre-clinical and clinical development activities, costs associated with and costs for prototype products that are manufactured prior to market approval for that prototype product, internal and external costs associated with the Company’s regulatory compliance and quality assurance functions, including the costs of outside consultants and contractors that assist in the process of submitting and maintaining regulatory filings, and overhead costs, including allocated facility related expenses. |
Contingent Payment Obligation Payable and Contingent Promissory Note Payable to the Evolus Founders, a Related Party | Contingent Payment Obligation Payable to the Evolus Founders On February 12, 2018, related to the acquisition of Evolus in 2013 by SCH and Alphaeon, the Company recognized a contingent royalty obligation payable to the Evolus Founders. See Note 11 , Related Party Transactions for more information. The Company determines the fair value of the contingent royalty obligation payable at each reporting period end based on Level 3 inputs using a discounted cash flows method. Changes in the fair value of this contingent royalty obligation are determined at each reporting period end and recorded in operating expenses in the statements of operations and comprehensive loss and as a liability in the balance sheets. Contingent Promissory Note Payable to Evolus Founders On February 12, 2018, related to the acquisition of Evolus in 2013 by SCH and Alphaeon (See Note 11 , Related Party Transactions for more information), the Company recognized a contingent promissory note payable at present value using a discount rate for similar rated debt securities based on an estimated date that the Company believed the contingent promissory note will mature. Discount amortization related to the contingent promissory note is recorded in interest expense in the statement of operations and comprehensive loss with a corresponding increase to the non-current liabilities in the balance sheets. |
Long-term Debt | Long-term Debt Long-term debt represents the debt balance with Oxford Finance (“Oxford”), net of debt issuance costs. See Note 6, Oxford Term Loans for more information. Debt issuance costs represent legal, lender and consulting costs or fees associated with debt financing. Debt discounts and issuance costs are allocated pro rata between the funded and unfunded portions of the debt and are amortized into interest expense over the term of the debt. |
Revenue Recognition | Revenue Recognition The Company applies Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), to account for revenue generated since the commercial launch of Jeuveau ® in May 2019. The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the goods or services. In order to achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when the Company satisfies the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for revenue recognition. General The Company currently generates product revenue from the sale of Jeuveau ® in the United States and service revenue from the sale of Jeuveau ® through a distribution partner in Canada. For product revenue, the Company recognizes revenue when control of the promised goods under a contract is transferred to a customer, in an amount that reflects the consideration the Company expects to receive in exchange for those goods as specified in the customer contract. The transfer of control occurs upon receipt of the goods by the customer since that is when the customer has obtained control of the goods’ economic benefits. The Company does not provide any service-type warranties and does not accept product returns except under limited circumstances such as damages in transit or ineffective product. The Company also excludes any amounts related to taxes assessed by governmental authorities from revenue measurement. Shipping and handling costs associated with outbound product freight are accounted for as fulfillment costs and are included in selling, general and marketing expenses in the accompanying statements of operations and comprehensive loss. For service revenue, the Company evaluated the arrangement with the distribution partner in Canada and determined that it acts as an agent in the distribution of Jeuveau ® in Canada as it does not control the product before control is transferred to a customer. The indicators of which party exercises control include primary responsibility over performance obligations, inventory risk before the good or service is transferred and discretion in establishing the price. Accordingly, the Company records the sale as service revenue on a net basis. Revenue from services is recognized in the period the service is performed for the amount of consideration expected to be received. For the year ended December 31, 2019 , the Company recognized $688 of revenue related to Canada sales. Disaggregation of Revenue The Company’s disaggregation of revenue is consistent with its operating segment as disclosed above. Gross-to-Net Revenue Adjustments The Company provides customers with trade and volume discounts and prompt pay discounts that are reflected in the invoice price. Revenues are recorded net of sales-related adjustments, wherever applicable, for rebates and coupon programs. Accrued rebate and coupon balances are recorded in accrued expenses on the accompanying balance sheets. • Volume-based Rebates - Volume-based rebates are contractually offered to certain customers. The rebates payable to each customer are determined based on the contract and purchase volumes. • Coupons - The Company issued customers coupons redeemable into gift cards funded by the Company for the benefit of patients. The coupons are accounted for as variable consideration. The Company estimates the coupon redemption rates based on historical data and future expectations. The coupons are accrued based on estimated redemption rates and the volume of products purchased and are recorded as a reduction to revenues on product delivery. As of December 31, 2019 , the accrued volume-based rebate and coupon liability was $1,709 . For the year ended December 31, 2019 , provisions for rebate and coupon programs were $12,325 , which were offset by related payments of $10,616 . Contract balances A contract with a customer states the terms of the sale, including the description, quantity and price of each product purchased. Amounts are recorded as accounts receivable when the Company’s right to consideration becomes unconditional. As payment terms are short-term, the Company does not have any significant financing components in customer contracts given the expected time between transfer of the promised products and the payment of the associated consideration is less than one year. As of December 31, 2019 , all amounts included in accounts receivable, net on the accompanying balance sheets are related to contracts with customers. The Company did not have any contract assets nor unbilled receivables as of December 31, 2019 . Sales commissions are included in selling, general and administrative expenses when incurred. Contract liabilities reflect estimated amounts that the Company is obligated to pay to customers or patients under the rebate and coupon programs. The Company’s contract liabilities are included in accounts payable and accrued expenses in the accompanying balance sheets. During the year ended December 31, 2019 , the Company did not recognize any revenue related to changes in transaction prices regarding its contracts with customers and did not recognize any material changes in revenue related to amounts included in contract liabilities at the beginning of the period. Collectability Accounts receivable are recorded at the invoiced amount and do not bear interest. At the time of contract inception or new customer account set-up, the Company performs a collectability assessment of the customer’s creditworthiness. The Company assesses the probability that the Company will collect the entitled consideration in exchange for the goods sold, by considering the customer’s ability and intention to pay when consideration is due. On a recurring basis, the Company estimates the amount of receivables considered uncollectable to reflect an allowance for doubtful accounts. The Company writes off accounts receivable balances when it is determined that there is no possibility of collection. As of December 31, 2019 , allowance for doubtful accounts was $387 . For the year ended December 31, 2019 , provision for bad debts was $387 and there were no write-offs. Practical Expedients The Company expenses sales commissions when incurred as the amortization period is one year or less. These costs are recorded within selling, general and administrative expenses in the accompanying statements of operations and comprehensive loss. The Company does not adjust the amount of promised consideration for the effects of the time value of money for contracts in which the anticipated period between when the Company transfers the goods or services to the customer and when the customer pays is within one year. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation expense for employees, consultants and members of the Board of Directors based on the fair value at the date of grant. The Company uses the Black-Scholes option pricing model to value stock option grants. The Black-Scholes option pricing model requires the input of subjective assumptions, including the expected volatility of the Company’s common stock, expected risk-free interest rate, and the option’s expected life. The fair value of the Company’s restricted stock units (“RSUs”) is based on the fair value of the grant date of the Company’s common stock. The Company also evaluates the impact of modifications made to the original terms of equity awards when they occur. The fair value of equity awards that are expected to vest is amortized on a straight-line basis over the requisite service period. Stock-based compensation expense is recognized net of actual forfeitures when they occur, as an increase to additional paid-in capital in the balance sheets and in the selling, general and administrative or research and development expenses in the statements of operations and comprehensive loss. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and primarily include costs related to social media ads. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined on the basis of differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Prior to the IPO, the Company calculated its income tax amounts using a separate return methodology and presented these amounts as if it were a separate taxpayer from Alphaeon in each jurisdiction. Subsequent to the IPO, the Company has prepared its stand-alone tax return. A valuation allowance is recorded against deferred tax assets, to reduce the net carrying value, when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. Additionally, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. Accordingly, the Company establishes reserves for uncertain tax positions. The Company has not recognized interest or penalties in its statement of operations and comprehensive loss. The Company is required to file federal and state income tax returns in the United States and various other state jurisdictions. The preparation of these income tax returns requires the Company to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by the Company. An amount is accrued for the estimate of additional tax liability, including interest and penalties, for any uncertain tax positions taken or expected to be taken in an income tax return. The Company reviews and updates the accrual for uncertain tax positions as more definitive information becomes available. The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential revisions and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period including contingently issuable shares. Diluted earnings per share is based on the treasury stock method and includes the effect from potential issuance of ordinary shares, such as shares issuable pursuant to the exercise of stock options and the vesting of restricted stock units. Because the impact of the options and non-vested RSUs are anti-dilutive during periods of net loss, there was no difference between the weighted-average number of shares used to calculate basic and diluted net loss per common share for the periods presented. For the years ended December 31, 2019 and 2018 , |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification , amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective on November 5, 2018 and it did not have a material impact on the Company’s financial statements upon adoption on January 1, 2019. In July 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2018-09, Codification Improvements , which clarifies certain amendments to guidance that may have been incorrectly or inconsistently applied by certain entities and includes Amendments to Subtopic 718-740, Compensation - Stock Compensation - Income Taxes. The guidance in paragraph 718-740-35-2, as amended by the amendments in ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, is unclear on whether an entity should recognize excess tax benefits (or tax deficiencies) for compensation expense that is taken on the entity’s tax return. The amendment to paragraph 718-740-35-2 in this update clarified that an entity should recognize excess tax benefits in the period in which the amount of deduction is determined. The Company adopted the guidance on January 1, 2019, and such adoption did not have a material impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02 and its related amendments which introduced Leases (Topic 842, or “ASC 842” ) , a new comprehensive lease accounting model that superseded the lease guidance under Leases (Topic 840) . The new accounting standard required lessees to recognize ROU assets and corresponding lease liabilities for all leases with lease terms of greater than 12 months. It also changed the definition of a lease and expanded the disclosure requirements of lease arrangements. In July 2018, the FASB added a transition option for implementation that allowed companies to continue to use the legacy guidance in ASC 840, Leases , including its disclosure requirements, in the comparative periods presented in the year of adoption. The Company adopted the guidance effective January 1, 2019. The Company elected the transition package of three practical expedients and elected the optional transition method that allowed for a cumulative-effect adjustment in the period of adoption without a restatement of prior periods. Further, the Company elected a short-term lease exception policy, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less) and an accounting policy to account for lease and non-lease components as a single component for certain classes of assets. As a result of the adoption, the Company adjusted its beginning balance of 2019 by recording operating lease ROU assets and liabilities through a cumulative-effect adjustment. The adoption impacted the accompanying balance sheet, but did not have an impact on the statements of operations and comprehensive loss. The impact of the adoption of ASC 842 on the accompanying balance sheet as of January 1, 2019 was as follows: December 31, 2018 Adjustments Due to the Adoption of ASC 842 January 1, 2019 Operating lease right-of-use assets $ — $ 1,029 $ 1,029 Current portion of operating lease liabilities $ — $ 916 $ 916 Operating lease liabilities $ — $ 138 $ 138 Deferred rent $ 25 $ (25 ) $ — Recent Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments, which modifies the measurement and recognition of credit losses for most financial assets and certain other instruments. The new standard requires the use of forward-looking expected credit loss models based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount, which may result in earlier recognition of credit losses under the new standard. The new guidance also modifies the impairment models for available-for-sale debt securities and for purchased financial assets with credit deterioration since their origination. Subsequent to the issuance of ASU 2016-13, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses . This ASU does not change the core principle of the guidance in ASU 2016-13, instead these amendments are intended to clarify and improve operability of certain topics included within the credit losses standard. The FASB also subsequently issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which did not change the core principle of the guidance in ASU 2016-13 but clarified that expected recoveries of amounts previously written off and expected to be written off should be included in the valuation account and should not exceed amounts previously written off and expected to be written off. The guidance is effective for interim and annual reporting periods beginning after December 15, 2019 for public business entities, excluding entities eligible to be smaller reporting companies, and early adoption is permitted. As a smaller reporting company, the guidance will be effective for the Company during the first quarter of 2023. The Company is in the process of determining the effects adoption will have on its financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The update simplifies the accounting for goodwill impairment by removing step two of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will be the amount by which a reporting unit’s carrying amount, including goodwill, exceeds its fair value. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The update is effective for the Company beginning January 1, 2023. The standard requires prospective application. Early adoption is permitted. The Company is evaluating the effect of this standard on its financial statements and related disclosures as well as whether to early adopt the new guidance. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement. The update is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. Under the new guidance, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, or valuation processes for Level 3 fair value measurements. However, public companies will be required to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and related changes in unrealized gains and losses included in other comprehensive income. The guidance is effective for interim and annual reporting periods during the year ending December 31, 2020. Early adoption is permitted. The Company does not expect adoption of this guidance will have a material impact to its financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract . ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the noncancellable term of the cloud computing arrangements plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. The guidance is effective for interim and annual reporting periods during the year ending December 31, 2020. Early adoption is permitted. The Company does not expect adoption of this guidance will have a material impact to its financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This ASU also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual and interim periods in fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Impact of Adoption of ASC 842 on the Balance Sheet | The impact of the adoption of ASC 842 on the accompanying balance sheet as of January 1, 2019 was as follows: December 31, 2018 Adjustments Due to the Adoption of ASC 842 January 1, 2019 Operating lease right-of-use assets $ — $ 1,029 $ 1,029 Current portion of operating lease liabilities $ — $ 916 $ 916 Operating lease liabilities $ — $ 138 $ 138 Deferred rent $ 25 $ (25 ) $ — |
Fair Value Measurements and S_2
Fair Value Measurements and Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Short-term Investments Available-for-sale | The Company did not have any short-term investments for the year ended December 31, 2018 . As of December 31, 2019 , all of the Company’s investments had remaining maturities of less than 12 months. The following is a summary of the Company’s short-term investments, considered available-for-sale, as of December 31, 2019 : Amortized Gross Unrealized Estimated Cost Gains Losses Fair Value Available-for-sale securities U.S treasury securities $ 19,905 $ 6 $ — $ 19,911 |
Schedule Assets and Liabilities Measured on Recurring Basis | The Company measures and reports certain financial instruments as assets and liabilities at fair value on a recurring basis. The fair value of these instruments was as follows: As of December 31, 2019 Fair Value Level 1 Level 2 Level 3 Available-for-sale debt securities U.S treasury securities $ 19,911 $ 19,911 $ — $ — Liabilities Contingent royalty obligation payable to Evolus Founders $ 44,683 $ — $ — $ 44,683 As of December 31, 2018 Fair Value Level 1 Level 2 Level 3 Liabilities Contingent royalty obligation payable to Evolus Founders $ 50,200 $ — $ — $ 50,200 |
Schedule of Reconciliation of Fair Value Measurement for Contingent Royalty Obligation Payable | The following table shows a reconciliation of the beginning and ending fair value measurements of the contingent royalty obligation payable: Year Ended December 31, 2019 2018 Fair value, beginning of period $ 50,200 $ — Payments (9,677 ) — Assumption of the royalty obligation payable to Evolus Founders — 39,700 Change in fair value recorded in operating expenses 4,160 10,500 Fair value, end of period $ 44,683 $ 50,200 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The table below shows the weighted-average life, original cost, accumulated amortization and net book value by major intangible asset classification: Weighted-Average Life (Years) Original Cost Accumulated Amortization Net Book Value Definite-lived intangible assets Distribution right 20 $ 59,076 $ (2,679 ) $ 56,397 Capitalized software 2 4,415 (1,174 ) 3,241 Intangible assets, net 63,491 (3,853 ) 59,638 Indefinite-lived intangible asset Goodwill * 21,208 — 21,208 Total as of December 31, 2019 $ 84,699 $ (3,853 ) $ 80,846 Weighted-Average Life (Years) Original Cost Accumulated Amortization Net Book Value Indefinite-lived intangible assets IPR&D** * $ 56,076 $ — $ 56,076 Goodwill * 21,208 — 21,208 Total as of December 31, 2018 $ 77,284 $ — $ 77,284 ________________________ * Intangible assets with indefinite lives have an indeterminable average life. ** IPR&D is presented as “intangible assets, net” in the accompanying balance sheets. |
Schedule of Estimated Future Amortization Expense of Intangible Assets | The following table outlines the estimated future amortization expense related to intangible assets held as of December 31, 2019 that are subject to amortization: Fiscal year 2020 $ 5,423 2021 3,729 2022 2,955 2023 2,955 2024 2,955 Thereafter 41,621 $ 59,638 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: Year Ended December 31, 2019 2018 Accrued professional services $ 5,794 $ 931 Accrued payroll and related benefits 5,229 2,577 Accrued volume-based rebate and coupon liability 1,709 — Other accrued expenses 1,228 210 $ 13,960 $ 3,718 |
Oxford Term Loans (Tables)
Oxford Term Loans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | As of December 31, 2019 , the principal amounts of long-term debt maturities during each of the next five fiscal years are as follows: Fiscal year 2022 $ 26,087 2023 39,130 2024 9,783 Total principal payments 75,000 Unamortized debt discounts and issuance costs (1,492 ) Long term debt, net of discounts and issuance costs $ 73,508 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Composition of Lease Expense and Other Quantitative Information | For the year ended December 31, 2019 , the components of operating lease expense and other quantitative information were as follows: Year Ended December 31, 2019 Fixed operating lease expense $ 1,080 Variable operating lease expense 110 Short-term operating lease expense 85 $ 1,275 As of December 31, 2019 Weighted-average remaining lease term (years) 5.0 Weighted-average discount rate 9.4% |
Schedule of Maturity of Operating Lease Liabilities | The following table presents the maturity of the Company’s operating lease liabilities as of December 31, 2019 , future minimum payments under the operating lease agreements with non-cancelable terms as follows: Fiscal year 2020 $ 1,201 2021 1,205 2022 1,258 2023 1,312 2024 1,369 Thereafter 114 Total operating lease payments 6,459 Less: imputed interest (1,366 ) Present value of operating lease liabilities $ 5,093 |
Schedule of Future Minimum Payments Under Non-cancelable Operating Leases | As of December 31, 2018 , annual future minimum payments under the operating lease agreements with non-cancelable terms greater than one year are as follows: Fiscal year 2019 $ 890 2020 139 2021 — $ 1,029 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Key Assumptions Used to Determine Fair Value of Options Granted | The weighted-averages for key assumptions used in determining the fair value of stock options granted were as follows: Year Ended December 31, 2019 2018 Volatility 59.32% 57.76% Risk-free interest rate 2.42% 2.65% Expected life (years) 6.17 6.24 Dividend yield rate —% —% |
Schedule of Stock Options Activity | A summary of stock option activity under the Plan for the year ended December 31, 2019 , is presented below: Weighted Weighted Average Average Remaining Aggregate Stock Exercise Contractual Intrinsic Options Per Share Terms (Years) Value Outstanding, December 31, 2018 3,257,801 $ 11.99 9.26 $ 7,119 Granted 1,321,451 $ 18.63 Exercised (273,734 ) $ 9.98 Cancelled/forfeited (328,117 ) $ 15.15 Outstanding, December 31, 2019 3,977,401 $ 14.07 8.51 $ 7,198 Exercisable, December 31, 2019 800,595 $ 12.50 8.28 $ 1,880 Vested and expected to vest, December 31, 2019 3,977,401 $ 14.07 8.51 $ 7,198 |
Schedule of RSUs Activity | A summary of RSUs activity under the Plan for the year ended December 31, 2019 , is presented below: Weighted Restricted Average Stock Grant Date Units Fair Value Outstanding, December 31, 2018 271,404 $ 16.53 Granted 3,000 $ 18.33 Vested (25,125 ) $ 24.81 Forfeited (19,409 ) $ 13.71 Outstanding, December 31, 2019 229,870 $ 15.89 |
Schedule of Stock-based Compensation Expense | The following table summarizes stock-based compensation expense arising from the above Plan: Year Ended December 31, 2019 2018 Selling, general and administrative $ 8,862 $ 5,570 Research and development 656 1,401 Total stock-based compensation expense $ 9,518 $ 6,971 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Current and Deferred Income Tax Expense | The current and deferred expense is as follows: Year Ended December 31, 2019 2018 Current provision: Federal $ — $ — State 28 — Total current provision 28 — Deferred (benefit) provision: Federal (10,299 ) 44 State (4,756 ) 21 Total deferred (benefit) provision (15,055 ) 65 Total (benefit) provision for income taxes $ (15,027 ) $ 65 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities were as follows: As of December 31, 2019 2018 Deferred income tax assets: Net operating losses $ 42,756 $ 27,929 Stock compensation 2,430 1,455 Other deferred assets 2,470 2,176 Accrued compensation 1,962 608 Operating lease liabilities 1,274 — Contingent obligation - imputed interest 199 101 Other, net 12 11 Valuation allowance (36,972 ) (32,280 ) Total deferred income tax assets 14,131 — Deferred income tax liabilities: Intangible amortization (12,970 ) (15,055 ) Operating lease right-of-use assets (1,017 ) — Fixed asset depreciation (144 ) — Total deferred income tax liabilities (14,131 ) (15,055 ) Net deferred income taxes $ — $ (15,055 ) |
Schedule of Effective Income Tax | A reconciliation of the difference between the provision (benefit) for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows: As of December 31, 2019 2018 Income tax at statutory rate $ (22,063 ) $ (9,828 ) State income taxes, net of Federal benefit (3,905 ) (3,148 ) California NOL write-off 5,174 — Revaluation of contingent royalty obligation 1,040 2,938 Meals and entertainment 1,002 17 Change in state tax rate (1,371 ) — Stock compensation 521 474 Research and development tax credit (294 ) (294 ) Promissory note - debt discount 128 105 Other, net 50 — Valuation allowance 4,691 9,801 Income tax provision (benefit) $ (15,027 ) $ 65 |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: As of December 31, 2019 2018 Beginning balance $ 2,435 $ 2,109 Increases to current year tax positions 326 326 Ending balance $ 2,761 $ 2,435 |
Organization (Details)
Organization (Details) $ / shares in Units, $ in Thousands | Feb. 12, 2018USD ($)$ / sharesshares | Nov. 30, 2019USD ($)$ / sharesshares | Jul. 31, 2018USD ($)$ / sharesshares | Jan. 31, 2018 | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Feb. 11, 2018shares |
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock split, conversion ratio | 1.6527 | ||||||
Sale of stock, offering price (in dollars per share) | $ / shares | $ 12 | $ 20 | |||||
Proceeds from initial public offering, net of underwriters fees | $ | $ 56,330 | $ 0 | $ 56,330 | ||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Number of shares sold upon completion of follow-on public offering (in shares) | 3,600,000 | ||||||
Proceeds from follow-on offering, net of underwriting fees | $ | $ 67,680 | $ 73,315 | $ 67,680 | ||||
Net loss | $ | 90,034 | 46,867 | |||||
Cash used in operations | $ | 93,383 | 25,667 | |||||
Cash and cash equivalents | $ | 109,892 | 93,162 | |||||
Short-term investments | $ | 19,911 | 0 | |||||
Accumulated deficit | $ | $ 213,059 | $ 123,025 | |||||
Majority Shareholder | Evolus, Inc. | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Ownership percentage | 25.80% | 56.00% | |||||
IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 5,047,514 | ||||||
Underwriters Option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 47,514 | ||||||
Number of shares sold upon completion of follow-on public offering (in shares) | 600,000 | ||||||
Common Stock | Underwriters Option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 782,550 | ||||||
Common Stock | Follow-on Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 5,999,550 | ||||||
Sale of stock, offering price (in dollars per share) | $ / shares | $ 13 | ||||||
Proceeds from follow-on offering, net of underwriting fees | $ | $ 73,315 | ||||||
Common Stock | IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares sold upon completion of follow-on public offering (in shares) | 5,999,550 | 5,047,514 | |||||
Common Stock | Follow-on Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares sold upon completion of follow-on public offering (in shares) | 288,124 | 3,600,000 | |||||
Common Stock | Series A Convertible Preferred Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | 0 | 2,500,000 | |||||
Common Stock | Series A Convertible Preferred Stock | IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares of convertible preferred stock converted (in shares) | 2,065,875 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | Feb. 01, 2019 | Dec. 31, 2019USD ($)unitshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) |
Property, Plant and Equipment [Line Items] | ||||
Number of reporting units | unit | 1 | |||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | |
Impairment of intangible assets | 0 | 0 | $ 0 | |
Revenues | 34,925,000 | 0 | ||
Accrued volume-based rebate and coupon liability | 1,709,000 | 0 | ||
Accrued volume-based rebate and coupon liability, current | 5,229,000 | 2,577,000 | ||
Provisions for rebate and coupon programs | 12,325,000 | 0 | ||
Payments for accrued rebates and coupon liabilities | 10,616,000 | |||
Allowance for doubtful accounts | 387,000 | |||
Provision for bad debts | 387,000 | 0 | ||
Write-offs of allowance for doubtful accounts | 0 | |||
Advertising costs | $ 1,407,000 | $ 0 | ||
Distribution right | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful lives of intangible assets | 20 years | 20 years | ||
Software development | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful lives of intangible assets | 2 years | |||
Options | ||||
Property, Plant and Equipment [Line Items] | ||||
Securities excluded from the computation of diluted net loss per share (in shares) | shares | 3,977,401 | 3,257,801 | ||
RSUs | ||||
Property, Plant and Equipment [Line Items] | ||||
Securities excluded from the computation of diluted net loss per share (in shares) | shares | 179,758 | 221,292 | ||
Service revenue | ||||
Property, Plant and Equipment [Line Items] | ||||
Revenues | $ 688,000 | $ 0 | ||
Geographic Concentration Risk | Revenue From Contract with Customer Benchmark | Service revenue | CANADA | ||||
Property, Plant and Equipment [Line Items] | ||||
Revenues | $ 688,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Impact of Adoption of ASC 842 on Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 4,068 | $ 1,029 | $ 0 |
Current portion of operating lease liabilities | 1,200 | 916 | 0 |
Operating lease liabilities | 3,893 | 138 | 0 |
Deferred rent | $ 0 | 0 | $ 25 |
Adjustments Due to the Adoption of ASC 842 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | 1,029 | ||
Current portion of operating lease liabilities | 916 | ||
Operating lease liabilities | 138 | ||
Deferred rent | $ (25) |
Fair Value Measurements and S_3
Fair Value Measurements and Short-Term Investments - Short-term Investments Available for Sale (Details) - U.S treasury securities $ in Thousands | Dec. 31, 2019USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | $ 19,905 |
Gross Unrealized | |
Gains | 6 |
Losses | 0 |
Estimated Fair Value | $ 19,911 |
Fair Value Measurements and S_4
Fair Value Measurements and Short-Term Investments - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
U.S treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | $ 19,911 | |
U.S treasury securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 19,911 | |
U.S treasury securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 0 | |
U.S treasury securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities | 0 | |
Contingent royalty obligation payable to Evolus Founders | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation payable to Evolus Founders | 44,683 | $ 50,200 |
Contingent royalty obligation payable to Evolus Founders | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation payable to Evolus Founders | 0 | 0 |
Contingent royalty obligation payable to Evolus Founders | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation payable to Evolus Founders | 0 | 0 |
Contingent royalty obligation payable to Evolus Founders | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation payable to Evolus Founders | $ 44,683 | $ 50,200 |
Fair Value Measurements and S_5
Fair Value Measurements and Short-Term Investments - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)year | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Fair Value Disclosures [Abstract] | |||
Investments in a continuous loss position for more than 12 months | $ 0 | ||
Other-than-temporary Impairments recorded on investments | 0 | ||
Contingent Royalty Obligation | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent royalty obligation payable to Evolus Founders | 44,683,000 | $ 50,200,000 | $ 0 |
Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent promissory note payable | 16,696,000 | ||
Contingent royalty obligation payable to Evolus Founders | $ 17,181,000 | ||
Fair Value | Oxford Term Loans | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent promissory note payable | $ 76,203,000 | ||
Measurement Input, Expected Term | Contingent Royalty Obligation | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | year | 10 | ||
Measurement Input, Discount Rate | Minimum | Contingent Royalty Obligation | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.160 | ||
Measurement Input, Discount Rate | Maximum | Contingent Royalty Obligation | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.250 |
Fair Value Measurements and S_6
Fair Value Measurements and Short-Term Investments - Reconciliation of Fair Value Measurement of Contingent Royalty Obligation Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value recorded in operating expenses | $ 4,160 | $ 10,500 |
Contingent Royalty Obligation | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | 50,200 | 0 |
Payments | (9,677) | 0 |
Assumption of the royalty obligation payable to Evolus Founders | 0 | 39,700 |
Change in fair value recorded in operating expenses | 4,160 | 10,500 |
Fair value, end of period | $ 44,683 | $ 50,200 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Definite and Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Feb. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Definite-lived intangible assets | |||
Original Cost | $ 63,491 | ||
Accumulated Amortization | (3,853) | ||
Net Book Value | 59,638 | ||
Indefinite-lived intangible assets | |||
Goodwill | 21,208 | $ 21,208 | |
Intangible assets, gross (including goodwill) | 84,699 | ||
Total net book value | $ 80,846 | 77,284 | |
IPR&D | |||
Indefinite-lived intangible assets | |||
Indefinite-lived intangible assets (IPR&D) | $ 56,076 | ||
Distribution right | |||
Definite-lived intangible assets | |||
Weighted-Average Life (Years) | 20 years | 20 years | |
Original Cost | $ 59,076 | ||
Accumulated Amortization | (2,679) | ||
Net Book Value | $ 56,397 | ||
Capitalized software | |||
Definite-lived intangible assets | |||
Weighted-Average Life (Years) | 2 years | ||
Original Cost | $ 4,415 | ||
Accumulated Amortization | (1,174) | ||
Net Book Value | $ 3,241 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Estimated Future Amortization Expense of Intangibles (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 5,423 |
2021 | 3,729 |
2022 | 2,955 |
2023 | 2,955 |
2024 | 2,955 |
Thereafter | 41,621 |
Net Book Value | $ 59,638 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | Feb. 01, 2019 | Oct. 31, 2013 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||||
Milestone payment for intangible assets | $ 3,000,000 | $ 0 | |||
Capitalized computer software | 4,415,000 | 0 | |||
Amortization expense | $ 3,853,000 | $ 0 | |||
SCH | Evolus, Inc. | |||||
Business Acquisition [Line Items] | |||||
Goodwill acquired | $ 21,208,000 | ||||
Assets acquired, indefinite-lived intangible assets (IPR&D) | $ 56,076,000 | ||||
Extension period | 3 years | ||||
Contingent consideration upon successful completion of certain technical and sales milestones | $ 13,500,000 | ||||
Milestone payment for intangible assets | $ 2,000,000 | ||||
Distribution right | |||||
Business Acquisition [Line Items] | |||||
Useful lives of intangible assets | 20 years | 20 years | |||
Milestone payment | $ 1,000,000 | ||||
Capitalized software | |||||
Business Acquisition [Line Items] | |||||
Useful lives of intangible assets | 2 years | ||||
Amortization period | 2 years |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued professional services | $ 5,794 | $ 931 |
Accrued payroll and related benefits | 5,229 | 2,577 |
Accrued volume-based rebate and coupon liability | 1,709 | 0 |
Other accrued expenses | 1,228 | 210 |
Accrued expenses | $ 13,960 | $ 3,718 |
Oxford Term Loans - Narrative (
Oxford Term Loans - Narrative (Details) | Mar. 15, 2019USD ($)advance | Dec. 31, 2019 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Interest rate on debt | 11.60% | |
Percentage of final payment of full principal amount | 5.50% | |
Prepayment fee percentage, next twelve months | 3.00% | |
Prepayment fee percentage, year two | 2.00% | |
Prepayment fee percentage, thereafter | 1.00% | |
Debt discount | $ 1,094,000 | |
Debt issuance costs | $ 2,205,000 | |
Term Loan Facility | Applicable Rate | ||
Debt Instrument [Line Items] | ||
Default interest rate | 5.00% | |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 100,000 | |
Number of advances | advance | 2 | |
Interest rate on debt | 9.50% | |
Period of interest only payments | 36 months | |
Amortization period | 23 months | |
Additional period of agreement of interest payment | 12 months | |
Aggregate period | 48 months | |
Additional amortization period | 11 months | |
Secured Debt | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 7.00% | |
Secured Debt | First tranche | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 75,000 | |
Secured Debt | Second tranche | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 25,000 | |
Period to achieve net sales milestone before second drawn | 6 months | |
Final payment amortized into interest expense over the life of the term loan | $ 4,125,000 |
Oxford Term Loans - Maturities
Oxford Term Loans - Maturities of Debt (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 26,087 |
2023 | 39,130 |
2024 | 9,783 |
Total principal payments | 75,000 |
Unamortized debt discounts and issuance costs | (1,492) |
Long term debt, net of discounts and issuance costs | $ 73,508 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease, termination period | 36 months | ||
Operating lease, period to provide written notice to terminate contract | 12 months | ||
Operating lease, equivalent rent termination period | 6 months | ||
Operating lease, renewal term | 60 months | ||
Operating lease, rent escalation percentage | 3.00% | ||
Impairment recorded to right-of-use assets related to original lease | $ 80,000 | ||
Purchase commitment, amount | 4,602,000 | ||
Total rent expense | $ 334,000 | ||
Loss Contingencies [Line Items] | |||
Related party borrowings | 0 | 68,767,000 | |
Loss contingency accrual | 0 | $ 0 | |
ALPHAEON | |||
Loss Contingencies [Line Items] | |||
Related party borrowings | $ 2,500,000 | ||
Daewoong | |||
Loss Contingencies [Line Items] | |||
Contingent milestone payment (up to) | $ 10,500,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Components of Lease Expense and Other Quantitative Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Fixed operating lease expense | $ 1,080 |
Variable operating lease expense | 110 |
Short-term operating lease expense | 85 |
Total lease expense | $ 1,275 |
Weighted-average remaining lease term (years) | 5 years |
Weighted-average discount rate | 9.40% |
Commitments and Contingencies_3
Commitments and Contingencies - Maturity of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 1,201 |
2021 | 1,205 |
2022 | 1,258 |
2023 | 1,312 |
2024 | 1,369 |
Thereafter | 114 |
Total operating lease payments | 6,459 |
Less: imputed interest | (1,366) |
Present value of operating lease liabilities | $ 5,093 |
Commitments and Contingencies_4
Commitments and Contingencies - Future Minimum Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 890 |
2020 | 139 |
2021 | 0 |
Operating leases, future minimum payments due | $ 1,029 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Narrative (Details) - USD ($) | Feb. 12, 2018 | Feb. 11, 2018 | Dec. 14, 2017 | Nov. 21, 2017 | May 31, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 21, 2019 | Nov. 21, 2018 |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||
Common stock, shares, issued (in shares) | 33,562,665 | 27,274,991 | ||||||||
Common stock, shares, outstanding (in shares) | 33,562,665 | 27,274,991 | ||||||||
Contingent royalty obligation payable to Evolus Founders | $ 39,700,000 | $ 41,200,000 | $ 50,200,000 | |||||||
Contingent promissory note payable to Evolus Founders | 16,042,000 | 17,945,000 | 16,904,000 | |||||||
Payments on related party borrowings | 0 | 5,000,000 | ||||||||
Capital contribution from Parent, forgiveness of related party borrowings | 13,188,000 | $ 0 | 13,188,000 | |||||||
Maximum number of shares authorized under the plan (in shares) | 4,361,291 | |||||||||
Annual increase percentage of maximum shares outstanding (equal to) | 4.00% | |||||||||
Additional shares reserved for issuance (in shares) | 1,337,821 | 1,091,000 | ||||||||
Shares reserved for issuance (in shares) | 2,249,380 | |||||||||
Total intrinsic value of options exercised in period | $ 2,311,000 | 0 | ||||||||
Stock-based compensation expense | 9,518,000 | 6,971,000 | ||||||||
Capitalized share-based compensation expense | $ 106,000 | $ 0 | ||||||||
Options granted (in shares) | 1,321,451 | |||||||||
Options | ||||||||||
Class of Stock [Line Items] | ||||||||||
Contractual term of options | 10 years | |||||||||
Weighted average expected term of options | 6 years | |||||||||
Expected dividend yield rate of options | 0.00% | 0.00% | ||||||||
Stock-based compensation expense | $ 8,302,000 | $ 4,099,000 | ||||||||
Unrecognized stock option costs | $ 21,529,000 | |||||||||
Weighted average period for unrecognized costs to be recognized | 2 years 6 months 29 days | |||||||||
RSUs | ||||||||||
Class of Stock [Line Items] | ||||||||||
Restricted stock units granted (in shares) | 3,000 | |||||||||
Stock-based compensation expense | $ 1,216,000 | 1,304,000 | ||||||||
Weighted average period for unrecognized costs to be recognized | 8 months 9 days | |||||||||
Total fair value of awards vested | $ 357,000 | $ 771,000 | ||||||||
Unrecognized costs other than options | $ 1,377,000 | |||||||||
RSUs Performance Conditions | ||||||||||
Class of Stock [Line Items] | ||||||||||
Restricted stock units granted (in shares) | 0 | 0 | ||||||||
RSUs Market Conditions | ||||||||||
Class of Stock [Line Items] | ||||||||||
Restricted stock units granted (in shares) | 0 | 0 | ||||||||
Share-based Compensation Award, Tranche One | Chief Executive Officer | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares vested (in shares) | 100,424 | |||||||||
Options granted (in shares) | 34,602 | |||||||||
Share-based Compensation Award, Tranche Two | Chief Executive Officer | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares vested (in shares) | 50,112 | |||||||||
General and administrative | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock-based compensation expense | $ 8,862,000 | $ 5,570,000 | ||||||||
General and administrative | Share-based Compensation Award, Tranche One | Chief Executive Officer | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock-based compensation expense | $ 980,000 | |||||||||
General and administrative | Share-based Compensation Award, Tranche Two | Chief Executive Officer | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock-based compensation expense | $ 451,000 | |||||||||
SCH | Evolus, Inc. | ||||||||||
Class of Stock [Line Items] | ||||||||||
Related party transaction amount in period | 55,742,000 | $ 20,000,000 | ||||||||
ALPHAEON | Majority Shareholder | ||||||||||
Class of Stock [Line Items] | ||||||||||
Related party transaction amount in period | $ 140,688,000 | $ 56,275,000 | $ 800,000 | |||||||
Payments on related party borrowings | 5,000,000 | |||||||||
ALPHAEON | Chief Executive Officer | ||||||||||
Class of Stock [Line Items] | ||||||||||
Related party transaction amount in period | $ 24,000 | |||||||||
Minimum | RSUs | ||||||||||
Class of Stock [Line Items] | ||||||||||
Award vesting period | 1 year | |||||||||
Maximum | RSUs | ||||||||||
Class of Stock [Line Items] | ||||||||||
Award vesting period | 4 years | |||||||||
Series A Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares issued (in shares) | 0 | |||||||||
Preferred stock, shares outstanding (in shares) | 1,250,000 | 0 | ||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares, issued (in shares) | 33,562,665 | |||||||||
Common Stock | Series A Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized (in shares) | 2,500,000 | 0 | ||||||||
Preferred stock, shares issued (in shares) | 1,250,000 | |||||||||
Common Stock | Series A Convertible Preferred Stock | IPO | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares of convertible preferred stock converted (in shares) | 2,065,875 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Key Valuation Assumptions (Details) - Options | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 59.32% | 57.76% |
Risk-free interest rate | 2.42% | 2.65% |
Expected life (years) | 6 years 2 months 1 day | 6 years 2 months 27 days |
Dividend yield rate | 0.00% | 0.00% |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Options | ||
Beginning balance (in shares) | 3,257,801 | |
Granted (in shares) | 1,321,451 | |
Exercised (in shares) | (273,734) | |
Cancelled/forfeited (in shares) | (328,117) | |
Ending balance (in shares) | 3,977,401 | 3,257,801 |
Exercisable (in shares) | 800,595 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 11.99 | |
Granted (in dollars per share) | 18.63 | |
Exercised (in dollars per share) | 9.98 | |
Cancelled/forfeited (in dollars per share) | 15.15 | |
Ending balance (in dollars per share) | 14.07 | $ 11.99 |
Exercisable (in dollars per share) | $ 12.50 | |
Weighted Average Remaining Contractual Term (Years) | ||
Outstanding | 8 years 6 months 4 days | 9 years 3 months 4 days |
Exercisable | 8 years 3 months 11 days | |
Aggregate Intrinsic Value | ||
Beginning balance | $ 7,119 | |
Ending balance | 7,198 | $ 7,119 |
Exercisable | $ 1,880 | |
Vested and expected to vest | ||
Outstanding (in shares) | 3,977,401 | |
Weighted average exercise price (in dollars per share) | $ 14.07 | |
Average remaining contractual term (Years) | 8 years 6 months 4 days | |
Aggregate intrinsic value | $ 7,198 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Schedule of Restricted Stock Unit Activity (Details) - RSUs | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Restricted Stock Unit Activity | |
Beginning balance (in shares) | shares | 271,404 |
Granted (in shares) | shares | 3,000 |
Vested (in shares) | shares | (25,125) |
Forfeited (in shares) | shares | (19,409) |
Ending balance (in shares) | shares | 229,870 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 16.53 |
Granted (in dollars per share) | $ / shares | 18.33 |
Vested (in dollars per share) | $ / shares | 24.81 |
Forfeited (in dollars per share) | $ / shares | 13.71 |
Ending balance (in dollars per share) | $ / shares | $ 15.89 |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 9,518 | $ 6,971 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 8,862 | 5,570 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 656 | $ 1,401 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Retirement Benefits [Abstract] | |
Defined contributions to 401(k) plan | $ 479 |
Income Taxes - Components of Cu
Income Taxes - Components of Current and Deferred Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current provision: | ||
Federal | $ 0 | $ 0 |
State | 28 | 0 |
Total current provision | 28 | 0 |
Deferred (benefit) provision: | ||
Federal | (10,299) | 44 |
State | (4,756) | 21 |
Total deferred (benefit) provision | (15,055) | 65 |
Total (benefit) provision for income taxes | $ (15,027) | $ 65 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Tax Credit Carryforward [Line Items] | ||
Released valuation allowance for deferred tax assets | $ 15,055,000 | |
Accrued interest and penalties related to income tax matters | 0 | $ 0 |
Federal | ||
Tax Credit Carryforward [Line Items] | ||
NOL carryforwards | 179,589,000 | |
Federal | R&D | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforwards | 1,377,000 | |
State | ||
Tax Credit Carryforward [Line Items] | ||
NOL carryforwards | 94,118,000 | |
State | R&D | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforwards | $ 1,383,000 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets: | ||
Net operating losses | $ 42,756 | $ 27,929 |
Stock compensation | 2,430 | 1,455 |
Other deferred assets | 2,470 | 2,176 |
Accrued compensation | 1,962 | 608 |
Operating lease liabilities | 1,274 | |
Contingent obligation - imputed interest | 199 | 101 |
Other, net | 12 | 11 |
Valuation allowance | (36,972) | (32,280) |
Total deferred income tax assets | 14,131 | 0 |
Deferred income tax liabilities: | ||
Intangible amortization | (12,970) | (15,055) |
Operating lease right-of-use assets | (1,017) | |
Fixed asset depreciation | (144) | 0 |
Total deferred income tax liabilities | (14,131) | (15,055) |
Net deferred income taxes | $ 0 | $ (15,055) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax at statutory rate | $ (22,063) | $ (9,828) |
State income taxes, net of Federal benefit | (3,905) | (3,148) |
California NOL write-off | 5,174 | 0 |
Revaluation of contingent royalty obligation | 1,040 | 2,938 |
Meals and entertainment | 1,002 | 17 |
Change in state tax rate | (1,371) | 0 |
Stock compensation | 521 | 474 |
Research and development tax credit | (294) | (294) |
Promissory note - debt discount | 128 | 105 |
Other, net | 50 | 0 |
Valuation allowance | 4,691 | 9,801 |
Total (benefit) provision for income taxes | $ (15,027) | $ 65 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 2,435 | $ 2,109 |
Increases to current year tax positions | 326 | 326 |
Ending balance | $ 2,761 | $ 2,435 |
Related Party Transactions (Det
Related Party Transactions (Details) | Feb. 12, 2018USD ($) | Feb. 11, 2018USD ($) | Dec. 14, 2017USD ($) | Nov. 30, 2017USD ($) | Jan. 31, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Feb. 28, 2019USD ($) |
Related Party Transaction [Line Items] | |||||||||
Payments on related party borrowings | $ 0 | $ 5,000,000 | |||||||
Accumulated deficit | 213,059,000 | 123,025,000 | |||||||
Increase in related party receivable | 0 | 73,690,000 | |||||||
Deemed distribution to parent | 2,000,000 | ||||||||
Contingent royalty obligation payable to Evolus Founders | $ 39,700,000 | 41,200,000 | 50,200,000 | ||||||
Contingent promissory note payable to Evolus Founders | 16,042,000 | 17,945,000 | 16,904,000 | ||||||
ALPHAEON | |||||||||
Related Party Transaction [Line Items] | |||||||||
Period available to cure breach | 30 days | ||||||||
Unwinding fee | $ 9,600,000 | ||||||||
ALPHAEON | Majority Shareholder | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amount in period | $ 140,688,000 | $ 56,275,000 | $ 800,000 | ||||||
Term of service agreement | 1 year | ||||||||
Period of successive renewal of services agreement | 1 year | ||||||||
Period to notify termination to the other party | 60 days | ||||||||
Payments on related party borrowings | 5,000,000 | ||||||||
Related party receivable | $ 0 | 0 | |||||||
Related party transaction, debt balance multiplier | 2.5 | ||||||||
Accumulated deficit | $ 615,000 | ||||||||
Increase in related party receivable | $ 1,051,000 | ||||||||
Related party receivable | $ 73,690,000 | ||||||||
Deemed distribution to parent | $ 66,998,000 | ||||||||
ALPHAEON | Chief Executive Officer | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amount in period | $ 24,000 | ||||||||
Evolus, Inc. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties | $ 1,575,000 | ||||||||
Percentage of voting interests acquired (at least) | 50.00% | ||||||||
Evolus, Inc. | Chief Medical Officer | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties | $ 700,000 | ||||||||
Evolus, Inc. | SCH | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amount in period | $ 55,742,000 | $ 20,000,000 | |||||||
Up-front payment upon obtaining FDA approval | $ 9,200,000 | ||||||||
Period of termination of first commercial sale | 10 years | ||||||||
Selling, general and administrative expenses | ALPHAEON | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amount in period | 383,000 | ||||||||
Research and development | ALPHAEON | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amount in period | $ 0 |
Uncategorized Items - eols-2019
Label | Element | Value |
Stock Issued During Period, Value, Issuance Of Common Stock In Connection With Incentive Equity Plan | eols_StockIssuedDuringPeriodValueIssuanceOfCommonStockInConnectionWithIncentiveEquityPlan | $ (239,000) |
Deemed Contribution From Parent, Increase Of Related-Party Receivable | eols_DeemedContributionFromParentIncreaseOfRelatedPartyReceivable | 1,051,000 |
Capital Contribution From Parent, Forgiveness Of Related-Party Borrowings | eols_CapitalContributionFromParentForgivenessOfRelatedPartyBorrowings | 13,188,000 |
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | us-gaap_AdjustmentsToAdditionalPaidInCapitalEquityComponentOfConvertibleDebt | 66,998,000 |
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 6,971,000 |
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | 0 |
IPO [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 53,446,000 |
Follow-On Offering [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 67,379,000 |
Additional Paid-in Capital [Member] | ||
Stock Issued During Period, Value, Issuance Of Common Stock In Connection With Incentive Equity Plan | eols_StockIssuedDuringPeriodValueIssuanceOfCommonStockInConnectionWithIncentiveEquityPlan | (239,000) |
Deemed Contribution From Parent, Increase Of Related-Party Receivable | eols_DeemedContributionFromParentIncreaseOfRelatedPartyReceivable | 1,051,000 |
Capital Contribution From Parent, Forgiveness Of Related-Party Borrowings | eols_CapitalContributionFromParentForgivenessOfRelatedPartyBorrowings | 13,188,000 |
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | us-gaap_AdjustmentsToAdditionalPaidInCapitalEquityComponentOfConvertibleDebt | 66,998,000 |
Dividends | us-gaap_Dividends | 1,385,000 |
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 6,971,000 |
Additional Paid-in Capital [Member] | IPO [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 53,445,000 |
Additional Paid-in Capital [Member] | Follow-On Offering [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 67,379,000 |
Retained Earnings [Member] | ||
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | (46,867,000) |
Dividends | us-gaap_Dividends | $ 615,000 |
Common Stock [Member] | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | 2,065,875 |
Stock Issued During Period, Shares, Issuance Of Common Stock In Connection With Incentive Equity Plan | eols_StockIssuedDuringPeriodSharesIssuanceOfCommonStockInConnectionWithIncentiveEquityPlan | 34,602 |
Common Stock [Member] | IPO [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 1,000 |
Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | (1,250,000) |