Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38709 | |
Entity Registrant Name | RVL Pharmaceuticals plc | |
Entity Incorporation, State or Country Code | L2 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 400 Crossing Boulevard | |
Entity Address, City or Town | Bridgewater | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08807 | |
City Area Code | 908 | |
Local Phone Number | 809-1300 | |
Title of 12(b) Security | Ordinary shares, $0.01 nominal value per share | |
Trading Symbol | RVLP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 99,149,955 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001739426 | |
Amendment Flag | false |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 27,413 | $ 40,444 |
Other receivables | 1,833 | 2,133 |
Inventories, net | 528 | 838 |
Prepaid expenses and other current assets | 9,287 | 12,901 |
Financial commitment asset | 1,128 | 3,063 |
Total current assets | 40,189 | 59,379 |
Property, plant and equipment, net | 713 | 866 |
Operating lease assets | 871 | 1,368 |
Indefinite-lived intangible assets | 27,210 | 27,210 |
Goodwill | 55,847 | 55,847 |
Total assets | 124,830 | 144,670 |
Current liabilities: | ||
Trade accounts payable | 5,437 | 3,777 |
Accrued liabilities | 11,947 | 13,077 |
Current portion of debt | 607 | 2,409 |
Current portion of obligations under finance leases | 1 | 5 |
Current portion of lease liability | 552 | 839 |
Income taxes payable - current portion | 11 | 1 |
Total current liabilities | 18,555 | 20,108 |
Long-term debt (measured at fair value and representing $55,000 of aggregate unpaid principal) | 42,900 | 43,800 |
Warrant liability | 4,273 | 3,220 |
Long-term portion of lease liability | 349 | 592 |
Income taxes payable - long term portion | 68 | 66 |
Deferred taxes | 174 | 151 |
Total liabilities | 66,319 | 67,937 |
Commitments and contingencies (See Note 11) | ||
Shareholders' equity: | ||
Ordinary shares ($0.01 nominal value, 400,000,000 shares authorized, 83,617,567 and 83,297,567 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively) | 836 | 833 |
Preferred shares ($0.01 nominal value, 40,000,000 shares authorized, no shares issued and outstanding) | 0 | 0 |
Euro deferred shares (1.00 nominal value, 25,000 shares authorized, no shares issued and outstanding) | 0 | 0 |
Additional paid in capital | 594,132 | 591,730 |
Accumulated deficit | (536,457) | (517,530) |
Accumulated other comprehensive income | 1,700 | |
Total shareholders' equity | 58,511 | 76,733 |
Total liabilities and shareholders' equity | $ 124,830 | $ 144,670 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Unaudited Condensed Consolidated Balance Sheets | ||
Fair value long-term debt | $ 55,000 | $ 55,000 |
Ordinary shares, nominal value (in dollars per share) | $ 0.01 | $ 0.01 |
Ordinary shares, number of shares authorized | 400,000,000 | 400,000,000 |
Ordinary shares, number of shares issued | 83,617,567 | 83,297,567 |
Ordinary shares, number of shares outstanding | 83,617,567 | 83,297,567 |
Preferred shares, nominal value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred shares, number of shares authorized | 40,000,000 | 40,000,000 |
Preferred shares, number of shares issued | 0 | 0 |
Preferred shares, number of shares outstanding | 0 | 0 |
Euro deferred shares, nominal value (in euros per share) | $ 1 | $ 1 |
Euro deferred shares, number of shares authorized | 25,000 | 25,000 |
Euro deferred shares, number of shares issued | 0 | 0 |
Euro deferred shares, number of shares outstanding | 0 | 0 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total revenues | $ 8,448 | $ 11,510 | $ 29,892 | $ 12,445 |
Cost of goods sold | 2,227 | 709 | 4,371 | 1,388 |
Gross profit | 6,221 | 10,801 | 25,521 | 11,057 |
Selling, general and administrative expenses | 20,169 | 21,047 | 44,003 | 37,999 |
Research and development expenses | 1,176 | 2,052 | 2,038 | 4,256 |
Impairment of intangible assets | 7,880 | 7,880 | ||
Total operating expenses | 21,345 | 30,979 | 46,041 | 50,135 |
Operating loss before gain on sales of product rights, net | (15,124) | (20,178) | (20,520) | (39,078) |
Gain on sales of product rights, net | 5,636 | |||
Operating loss | (15,124) | (20,178) | (20,520) | (33,442) |
Interest expense and amortization of debt discount | 978 | 494 | 1,963 | 1,015 |
Change in fair value of debt and interest expense | (740) | 304 | ||
Change in fair value of warrants | (3,455) | 1,053 | ||
Other non-operating (income) expense, net | (78) | 1,202 | (5,115) | 1,193 |
Total other non-operating (income) expense | 3,295 | (1,696) | 1,795 | (2,208) |
Loss before income taxes | (11,829) | (21,874) | (18,725) | (35,650) |
Income tax expense, continuing operations | 277 | 94 | 202 | 90 |
Loss from continuing operations | (12,106) | (21,968) | (18,927) | (35,740) |
Income from discontinued operations before income taxes | 4,454 | 9,153 | ||
Income tax expense, discontinued operations | 213 | 752 | ||
Income from discontinued operations, net of tax | 4,241 | 8,401 | ||
Net loss | (12,106) | (17,727) | (18,927) | (27,339) |
Change in fair value of debt due to change in credit risk, net of tax | (1,700) | |||
Comprehensive loss | $ (12,106) | $ (17,727) | $ (20,627) | $ (27,339) |
(Loss) earnings per ordinary share: | ||||
(Loss) earnings per ordinary share, Continuing operations, basic | $ (0.14) | $ (0.35) | $ (0.23) | $ (0.57) |
(Loss) earnings per ordinary share, Continuing operations, diluted | (0.14) | (0.35) | (0.23) | (0.57) |
(Loss) earnings per ordinary share, Discontinued operations, basic | 0.07 | 0.13 | ||
(Loss) earnings per ordinary share, Discontinued operations, diluted | 0.07 | 0.13 | ||
(Loss) earnings per ordinary share, basic | (0.14) | (0.28) | (0.23) | (0.44) |
(Loss) earnings per ordinary share, diluted | $ (0.14) | $ (0.28) | $ (0.23) | $ (0.44) |
Weighted average ordinary shares outstanding: | ||||
Weighted average ordinary shares outstanding, basic | 83,580,906 | 62,767,400 | 83,535,655 | 62,723,011 |
Weighted average ordinary shares outstanding, diluted | 83,580,906 | 62,767,400 | 83,535,655 | 62,723,011 |
Net product sales | ||||
Total revenues | $ 8,448 | $ 1,482 | $ 14,392 | $ 2,255 |
Royalty Revenue | ||||
Total revenues | 28 | 190 | ||
Royalty and licensing revenue | ||||
Total revenues | $ 10,000 | $ 15,500 | $ 10,000 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Ordinary shares | Additional Paid-in Capital [Member] | Accumulated deficit | Accumulated other comprehensive income (loss) | Total |
Stockholders' equity, beginning balance at Dec. 31, 2020 | $ 625 | $ 548,070 | $ (452,610) | $ (2,229) | $ 93,856 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 62,545,832 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share compensation, value | $ 2 | 1,309 | 1,311 | ||
Share compensation, shares | 173,299 | ||||
Net loss | (9,612) | (9,612) | |||
Payments for taxes related to the net share settlement of equity awards | (358) | (358) | |||
Stockholders' equity, ending balance at Mar. 31, 2021 | $ 627 | 549,021 | (462,222) | (2,229) | 85,197 |
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 62,719,131 | ||||
Stockholders' equity, beginning balance at Dec. 31, 2020 | $ 625 | 548,070 | (452,610) | (2,229) | 93,856 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 62,545,832 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (27,339) | ||||
Stockholders' equity, ending balance at Jun. 30, 2021 | $ 628 | 550,004 | (479,949) | (2,229) | 68,454 |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 62,848,062 | ||||
Stockholders' equity, beginning balance at Mar. 31, 2021 | $ 627 | 549,021 | (462,222) | (2,229) | 85,197 |
Shares, Outstanding, Beginning Balance at Mar. 31, 2021 | 62,719,131 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share compensation, value | $ 1 | 1,232 | 1,233 | ||
Share compensation, shares | 128,931 | ||||
Net loss | (17,727) | (17,727) | |||
Payments for taxes related to the net share settlement of equity awards | (249) | (249) | |||
Stockholders' equity, ending balance at Jun. 30, 2021 | $ 628 | 550,004 | (479,949) | (2,229) | 68,454 |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 62,848,062 | ||||
Stockholders' equity, beginning balance at Dec. 31, 2021 | $ 833 | 591,730 | (517,530) | 1,700 | 76,733 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 83,297,567 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share compensation, value | $ 2 | 1,326 | 1,328 | ||
Share compensation, shares | 217,844 | ||||
Net loss | (6,821) | (6,821) | |||
Payments for taxes related to the net share settlement of equity awards | (57) | (57) | |||
Change in credit risk associated with fair value of debt | (1,700) | (1,700) | |||
Stockholders' equity, ending balance at Mar. 31, 2022 | $ 835 | 592,999 | (524,351) | 69,483 | |
Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 83,515,411 | ||||
Stockholders' equity, beginning balance at Dec. 31, 2021 | $ 833 | 591,730 | (517,530) | $ 1,700 | 76,733 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 83,297,567 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (18,927) | ||||
Stockholders' equity, ending balance at Jun. 30, 2022 | $ 836 | 594,132 | (536,457) | 58,511 | |
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 83,617,567 | ||||
Stockholders' equity, beginning balance at Mar. 31, 2022 | $ 835 | 592,999 | (524,351) | 69,483 | |
Shares, Outstanding, Beginning Balance at Mar. 31, 2022 | 83,515,411 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share compensation, value | $ 1 | 1,207 | 1,208 | ||
Share compensation, shares | 102,156 | ||||
Net loss | (12,106) | (12,106) | |||
Payments for taxes related to the net share settlement of equity awards | (74) | (74) | |||
Stockholders' equity, ending balance at Jun. 30, 2022 | $ 836 | $ 594,132 | $ (536,457) | $ 58,511 | |
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 83,617,567 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss from continuing operations | $ (18,927) | $ (35,740) |
Net income from discontinued operations | 8,401 | |
Net loss | (18,927) | (27,339) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 180 | 7,914 |
Share compensation | 2,418 | 2,409 |
Change in fair value of debt | (2,600) | |
Change in fair value of warrants | 1,053 | |
Impairment of intangible assets | 7,880 | |
Deferred income tax benefit | 23 | 267 |
(Gain) loss on sale of fixed and leased assets | (94) | 1,244 |
Gain on sale of product rights, net | (5,636) | |
Amortization of deferred financing and loan origination fees | 1,935 | 552 |
Write off of deferred financing and loan origination fees | 37 | |
Change in operating assets and liabilities: | ||
Other receivables | 300 | 3,875 |
Inventories, net | 310 | 1,606 |
Prepaid expenses and other current assets | 3,614 | (1,004) |
Trade accounts payable | 1,659 | (1,004) |
Accrued and other current liabilities | (1,151) | (5,209) |
Net cash used in operating activities | (11,280) | (14,408) |
Cash Flows from Investing Activities: | ||
Proceeds from product rights disposal | 7,300 | |
Proceeds from sale of fixed and leased assets | 94 | 25 |
Purchases of property, plant and equipment | (27) | (1,398) |
Net cash provided by investing activities | 67 | 5,927 |
Cash Flows from Financing Activities: | ||
Payments on finance lease obligations | (4) | (27) |
Payments on insurance financing loan | (1,802) | |
Payments for taxes related to net share settlement of share-based awards | (131) | (607) |
Proceeds from issuance of ordinary shares under ESPP | 119 | 139 |
Debt repayments | (5,300) | |
Net cash used in financing activities | (1,818) | (5,795) |
Net change in cash and cash equivalents | (13,031) | (14,276) |
Cash and cash equivalents, beginning of period | 40,444 | 114,053 |
Cash and cash equivalents, end of period | $ 27,413 | $ 99,777 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization and Nature of Operations | |
Organization and Nature of Operations | Note 1. Organization and Nature of Operations RVL Pharmaceuticals plc, an Irish public limited company, together with its subsidiaries (the “Company”), is a specialty pharmaceutical company focused on the development and commercialization of products that target markets with underserved patient populations. In July 2020, the Company received regulatory approval from the FDA for RVL-1201, or Upneeq, (oxymetazoline hydrochloride ophthalmic solution), 0.1%, for the treatment of acquired blepharoptosis, or droopy or low-lying eyelids in adults. Upneeq was commercially launched in September 2020 to a limited number of eye care professionals with commercial operations expanded in 2021 among ophthalmology, optometry and oculoplastic specialties. In February 2022, Upneeq was commercially expanded into the medical aesthetics market. On August 27, 2021, the Company closed the divestiture of its portfolio of branded and non-promoted products and its Marietta, Georgia, manufacturing facility (the “Legacy Business”) to certain affiliates of Alora Pharmaceuticals (“Alora”) for $111 million in cash upon closing, subject to certain adjustments, and up to $60 million in additional contingent milestone payments. Pursuant to the agreement the Company retained the rights to Upneeq and to arbaclofen extended release (“ER”) tablets which is under development for the treatment of spasticity in multiple sclerosis. With the divestiture of the Legacy Business the Company’s commercial operations are conducted by its wholly-owned subsidiaries, RVL Pharmaceuticals, Inc. (“RVL Pharmaceuticals”) and RVL Pharmacy, LLC, (“RVL Pharmacy”). RVL Pharmacy operates pharmacy operations dedicated to the processing and fulfillment of prescriptions for Upneeq. Unless otherwise indicated or required by the context, references throughout to “RVL,” or the “Company,” refer to the Company’s continuing operations following the sale of the Legacy Business to Alora. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation 31, 2022 or any period thereafter. The accompanying condensed consolidated balance sheet data as of December 31, 2021 was derived from the audited consolidated financial statements. Management believes that the disclosures included herein are adequate to make the information presented not misleading in any material respect when read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. Those audited consolidated financial statements include a summary of our significant accounting policies, updates to which are included in this Note 2. Discontinued Operations The divestiture of the Legacy Business qualifies as a discontinued operation and therefore has been presented as such. See Note 4, Discontinued Operations, for more information. Use of Estimates Supplemental Cash Flow Disclosures Six Months Ended June 30, 2022 2021 Cash paid for: Interest $ 2,931 $ 5,349 Income taxes $ 142 $ 1,913 Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity There are no other recently issued accounting standards that are expected to have a material impact to the Company’s financial position or results of operations upon adoption. |
Liquidity
Liquidity | 6 Months Ended |
Jun. 30, 2022 | |
Liquidity | |
Liquidity | Note 3. Liquidity At June 30, 2022, the Company had cash and cash equivalents of $27.4 million, an accumulated deficit of $536.5 million, and total long-term debt with aggregate principal maturities of $55.0 million, with such maturities commencing in March 2024 and extending through October 2026 (see Note 8). In addition, the Company’s primary indebtedness contains various restrictive covenants including minimum liquidity and minimum quarterly product sales requirements. For the six months ended June 30, 2022 and 2021, the Company incurred net losses from continuing operations of million, respectively, in cash for operating activities. The divestiture of the Legacy Business in 2021 resulted in the loss of substantially all the Company’s revenue generating assets. The Company’s current business plan is focused on the continued launch and commercialization of Upneeq, which has and will continue to diminish the Company’s cash flows in at least the near term. The Company will require additional capital to fund its operating needs, including the expanded commercialization of Upneeq and other activities. The Company expects to continue to incur significant expenditures and sustained operating losses in the future. Management of the Company does not believe that current sources of liquidity will be sufficient to fund the Company’s planned expenditures and meet its obligations for at least 12 months following the date the accompanying unaudited condensed consolidated financial statements are issued without raising additional funding. As a result, there is a substantial doubt as to the Company’s ability to operate as a going concern. The Company’s ability to continue as a going concern will require it to obtain additional funding, generate positive cash flow from operations and/or enter into strategic alliances or sell assets. Management’s plans to address these conditions include pursuing one or more of the following options to secure additional funding, none of which can be guaranteed or is entirely within its control, (i) raise funds through additional sales of ordinary shares, through equity sales agreements with brokers/dealers or other public or private equity financings, (ii) raise funds through borrowings under existing debt facilities and/or convertible debt, and/or (iii) raise non-dilutive funds through product collaborations and/or to partner or sell a portion or all rights to any of the Company’s assets. In August 2022, the Company raised an aggregate of $43.9 million, comprised of $23.9 million in aggregate gross proceeds from the private placement of ordinary shares and, concurrently, $20.0 million from the issuance of second tranche Senior Secured Notes (see Note 16), to enhance liquidity in furtherance of certain of management’s plans as described above. There can be no assurance that the Company will receive cash proceeds from any of these potential sources or, to the extent cash proceeds are received, such proceeds would be sufficient to support its current operating plan for at least the next 12 months from the date the accompanying unaudited condensed consolidated financial statements are issued. The sale of additional equity or convertible debt securities may result in dilution to the Company’s shareholders. If the Company raises additional funds through the issuance of debt securities or preferred shares, these securities could provide for rights senior to those of its ordinary shares and could contain covenants that would further restrict its operations. Additional funds may not be available when the Company needs them, on terms that are acceptable to it, or at all. The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business, and therefore do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations | |
Discontinued Operations | Note 4. Discontinued Operations On August 27, 2021, the Company announced the closing of the divestiture of its Legacy Business to certain affiliates of Alora for $111 million in cash upon closing, subject to certain adjustments, and up to $60 million in additional contingent milestone payments. During the six months ended June 30, 2022, the Company received an aggregate of $5.0 million in cash from Alora related to contingent milestone payments earned in connection with the sale of the Legacy Business, such income was recognized and classified within other non-operating income, net in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. The Company has determined the divestiture of the Legacy Business represents a Discontinued Operations The following table presents the results of discontinued operations (in thousands): Three Months Ended Six Months Ended June 30, 2021 June 30, 2021 Total revenues $ 23,289 $ 46,234 Cost of goods sold (inclusive of depreciation and amortization) 12,235 25,045 Selling, general and administrative expenses 2,426 4,396 Research and development expenses 1,744 2,850 Income from operations 6,884 13,943 Interest expense and amortization of debt discount 2,465 4,904 Other non-operating income, net (35) (114) Income from discontinued operations before provision for income taxes 4,454 9,153 Income tax expense 213 752 Income from discontinued operations, net of tax $ 4,241 $ 8,401 The following table presents the significant non-cash items and purchase of property, plant and equipment for the discontinued operations that are included in the accompanying unaudited condensed consolidated statements of cash flows (in thousands): Three Months Ended Six Months Ended Cash flows from operating activities: June 30, 2021 June 30, 2021 Depreciation and amortization $ 3,274 $ 6,583 Share compensation 101 204 Cash flows from investing activities: Purchases of property, plant and equipment $ 912 $ 1,226 |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2022 | |
Revenues | |
Revenues | Note 5. Revenues The Company’s performance obligations are to provide its pharmaceutical products based upon purchase orders from customers. The performance obligation is satisfied at a point in time, typically upon delivery, when the customer obtains control of the pharmaceutical product. The Company collects payments in advance from its customers. The following table presents disaggregated revenues from contracts with customers (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net product sales - Upneeq $ 8,448 $ 1,482 $ 14,392 $ 2,255 Royalty revenue — 28 — 190 Licensing revenue — 10,000 15,500 10,000 Total revenues $ 8,448 $ 11,510 $ 29,892 $ 12,445 On July 28, 2020, the Company entered into a License Agreement with Santen Pharmaceutical Co. Ltd (“Santen”), granting Santen exclusive development, registration, and commercialization rights to RVL-1201 in Japan, China, and other Asian countries as well as Europe, the Middle East and Africa (“EMEA”) countries (the “License Agreement”). Under the License Agreement the Company is entitled to certain development and regulatory milestone payments. The Company is also entitled to royalty payments on net sales of RVL-1201 in Santen commercialization territories. During the three and six months ended June 30, 2021, the Company received a $10.0 million milestone payment from Santen which was recognized as license revenue as all performance obligations were met. On March 29, 2022, RVL Pharmaceuticals entered into the First Amendment to License Agreement (the “Amendment”) with Santen, amending the License Agreement. Under the terms of the Amendment, effective March 31, 2022, RVL Pharmaceuticals became entitled to receive an upfront cash payment of $15.5 million, and the remaining developmental and regulatory cash milestone payments, were removed. Pursuant to the terms of the Amendment, new developmental and regulatory cash milestone payments with an aggregate value of up to $1.0 million will be payable to RVL Pharmaceuticals. In addition, the territories were expanded to include additional EMEA countries and Canada, and during the first five years following the effective date of the Amendment, Santen was granted an option to expand the territories to include Russia, subject to additional upfront and milestone payments of $2.0 million and $1.0 million, respectively. Further, under the terms of the Amendment, if RVL Pharmaceuticals desires to enter into an agreement to license certain rights related to the License Agreement to a third party in Russia, then Santen will have a right to exercise an option to expand the territories to include Russia or to match the terms of the agreement with the third party. During the six months ended June 30, 2022, the Company recognized $15.5 million in license revenue from Santen under the Amendment as all performance obligations were met. When the Company receives consideration from a customer, or such consideration is unconditionally due from a customer prior to the transfer of products to the customer under the terms of a contract, the Company records a contract liability. The Company classifies contract liabilities as deferred revenue. The Company had deferred revenue of $0.9 million at June 30, 2022 and an immaterial amount at December 31, 2021 (see Note 7). Contract assets primarily relate to rights to consideration for goods or services transferred to the customer when the right is conditional on something other than the passage of time. Contract assets are transferred to accounts receivable when the rights become unconditional. The Company generally does not incur costs to obtain or fulfill contracts meeting the capitalization criteria under ASC Topic 340, Other Assets and Deferred Costs. The following table presents the various adjustments recognized against gross product sales (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Gross product sales $ 8,538 $ 1,483 $ 14,565 $ 2,256 Less provisions for: Chargebacks (2) (1) (3) (1) Discounts and allowances (88) — (170) — Net product sales $ 8,448 $ 1,482 $ 14,392 $ 2,255 |
Other Receivables
Other Receivables | 6 Months Ended |
Jun. 30, 2022 | |
Other Receivables | |
Other Receivables | Note 6. Other Receivables Other receivables result primarily from payroll retention credits and other miscellaneous activities. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Accrued Liabilities | |
Accrued Liabilities | Note 7. Accrued Liabilities The following table presents the components of accrued liabilities (in thousands): June 30, December 31, 2022 2021 Accrued expenses and other liabilities $ 5,313 $ 7,897 Accrued compensation 4,101 4,504 Accrued royalties 1,079 200 Deferred revenue 931 67 Accrued research and development 523 409 Total accrued liabilities $ 11,947 $ 13,077 |
Financing Arrangements
Financing Arrangements | 6 Months Ended |
Jun. 30, 2022 | |
Financing Arrangements | |
Financing Arrangements | Note 8. Financing Arrangements The following table presents the components of long-term debt and financing obligations (in thousands): June 30, December 31, 2022 2021 Senior Secured Notes (measured at fair value) $ 42,900 $ 43,800 Note payable — insurance financing 607 2,409 Total debt and financing obligations 43,507 46,209 Less: current portion of debt (607) (2,409) Long-term debt $ 42,900 $ 43,800 The following table presents the aggregation of principal maturities of long-term debt and financing obligations (in thousands): Year Ending December 31, Debt Obligations Remainder of 2022 $ 607 2023 — 2024 11,000 2025 11,000 2026 33,000 Total future minimum payments 55,607 Less: current portion of debt principal (607) Non-current portion of debt principal $ 55,000 Senior Secured Notes On October 1, 2021, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with, among others, Athyrium Opportunities IV Acquisition 2 LP (“Purchaser”) providing for the issuance of senior secured notes in three separate tranches (the “Senior Secured Notes”). On October 12, 2021, the Company issued $55.0 million first tranche notes, a portion of the proceeds of which, together with the proceeds from a concurrent underwritten equity offering, were used to repay in full the obligations under a prior credit agreement. Prior to October 12, 2022, upon satisfaction of certain conditions, including a minimum net product sales target for Upneeq over a specified period of time, the Company may request second tranche notes of up to $20.0 million. Prior to October 12, 2023, the Company may request third tranche notes of up to $25.0 million, in the sole discretion of the Purchaser. The Senior Secured Notes bear interest at an annual rate of 9.0% plus adjusted three-month LIBOR, with a LIBOR floor of 1.50% and LIBOR cap of 3.00%, payable in cash quarterly in arrears. At June 30, 2022, the interest rate applicable to the Senior Secured Notes was 10.5% . Effective July 1, 2022, the interest rate applicable to the Senior Secured Notes was approximately In addition, the restrictive covenants in the Note Purchase Agreement require the Company to comply with certain minimum liquidity requirements and minimum quarterly product sales requirements. At any time, the Company is required to maintain unrestricted cash and cash equivalents greater than or equal to $15.0 million, and, as of the end of each fiscal quarter, it is required to maintain consolidated Upneeq net product sales greater than or equal to specified quarterly thresholds (currently at $4.0 million for the quarter ending June 30, 2022, and increasing in $1.0 million increments each quarter thereafter until the quarter ending June 30, 2024, for which quarter and all subsequent quarters the threshold is $12.0 million). At June 30, 2022, the Company was in compliance with all conditions of the Note Purchase Agreement. During the year ended December 31, 2021, the Company incurred aggregate debt issuance costs of $2.1 million related to the Senior Secured Notes, $1.5 million and $0.6 million of which were recognized as financial commitment assets underlying the first and second tranche notes, respectively. The Company elected the fair value option of accounting on the Senior Secured Notes upon issuance and, accordingly, a proportionate amount of related debt issuance costs were immediately written off. The Company’s residual financial commitment asset related to the undrawn second tranche notes, is being amortized over the relevant one-year commitment period. During the three and six months ended June 30, 2022, the Company recognized $0.9 million and $1.9 million, respectively, of amortization expense from the second tranche financial commitment asset with such expense being recorded within interest expense and amortization of debt discount in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. At June 30, 2022 and December 31, 2021, the second tranche financial commitment asset had a carrying value of $1.1 million and $3.1 million, respectively, and was recorded within current assets in the accompanying unaudited condensed consolidated balance sheets. If the second tranche notes are drawn within the one-year commitment period, the Company will expense the remaining balance under the fair value option of accounting. On a recurring basis, changes in fair value of Senior Secured Notes will be presented in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss at each reporting period (see Note 13). In the six months ended June 30, 2022, the Company obtained waivers from the Purchaser of mandatory repayments of an aggregate of $5.0 million in principal of the Senior Secured Notes as otherwise required under the Note Purchase Agreement, in exchange for a consent fee of $0.2 million, resulting in net retained proceeds of $4.8 million. In August 2022, the Company entered into an amendment to the Note Purchase Agreement (Note 16). Prior Credit Agreement Prior to October 12, 2021, the Company was party to a Credit Agreement, dated February 3, 2016 and as amended from time-to-time, under which an aggregate principal amount of $327.5 million of secured term loans were previously issued (the “Prior Term Loans”) and that provided for revolving credit commitments up to $50.0 million (the “Prior Revolving Facility,” and together with the Prior Term Loans, the “Prior Credit Agreement”). During the three and six months ended June 30, 2021, pursuant to the terms of the Prior Credit Agreement, the Company exercised its right to cure a shortfall in certain financial covenants which resulted in the mandatory prepayment of $5.3 million against the Prior Term Loans. During the three and six months ended June 30, 2021, the Company wrote off an immaterial amount of debt issuance costs relating to such prepayment, with the related expense classified within other non-operating gain or loss in the unaudited condensed consolidated statements of operations and comprehensive loss. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Compensation. | |
Share-Based Compensation | Note 9. Share-Based Compensation The following table presents the components of share-based compensation expense (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Share options $ 442 $ 122 $ 992 $ 223 Performance stock units — 228 — 453 Restricted stock units 723 763 1,339 1,492 Employee share purchase plan 44 18 87 37 Total share-based compensation expense $ 1,209 $ 1,131 $ 2,418 $ 2,205 At June 30, 2022, aggregate unrecognized share compensation expense related to unvested awards was $5.4 million which is expected to be recognized over a weighted-average remaining service period of 1.59 years. |
Earnings (Loss) Per Ordinary Sh
Earnings (Loss) Per Ordinary Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings (Loss) Per Ordinary Share | |
Earnings (Loss) Per Ordinary Share | Note 10. Earnings (Loss) Per Ordinary Share The following potentially dilutive securities have been excluded from the weighted average ordinary shares outstanding in the computation of diluted earnings (loss) per share because the impact of including them would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Performance and restricted stock units 1,057,158 2,149,329 1,057,158 2,149,329 Share options to purchase ordinary shares 5,414,496 2,666,696 5,414,496 2,666,446 Warrants to purchase ordinary shares 16,100,000 — 16,100,000 — Ordinary shares to be purchased through employee stock purchase plan 271,571 23,322 271,571 23,322 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Legal Proceedings The Company is a party in legal proceedings and potential claims arising from time to time in the ordinary course of its business. The amount, if any, of ultimate liability with respect to such matters cannot be determined. Despite the inherent uncertainties of litigation, management of the Company believes that the ultimate disposition of such proceedings and exposures will not have a material adverse impact on the financial condition, results of operations, or cash flows of the Company. On February 16, 2018, the Company received FDA approval for its amantadine extended release tablets under the trade name Osmolex ER and filed a Complaint for Declaratory Judgment of Noninfringement of certain patents owned by Adamas Pharmaceuticals, Inc., who filed counterclaims against the Company. On December 2, 2020, the Company entered into an agreement to settle the litigation with Adamas, under which both parties agreed to drop their respective claims relating to the patent litigation, and Adamas agreed to acquire the global rights to Osmolex ER from the Company for $7.5 million. The sale of the global rights to Osmolex ER closed in January 2021 and a gain of $5.6 million was recorded in the unaudited condensed consolidated statements of operations and comprehensive loss under gain on sale of product rights, net. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Taxes | |
Income Taxes | Note 12. Income Taxes The following table presents the relationship between income tax expense or benefit from continuing operations and income or loss before income taxes from continuing operations (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Loss before income taxes, continuing operations $ (11,829) $ (21,874) $ (18,725) $ (35,650) Income tax expense, continuing operations 277 94 202 90 Effective income tax rate (2.34) % (0.43) % (1.08) % (0.25) % Income tax expense or benefit in the quarterly periods is based upon the estimated income or loss for the full year. The composition of the income or loss in different jurisdictions and adjustments, if any, in the applicable quarterly periods influences the periodic expense or benefit. The relationship between pre-tax income or loss and income tax expense or benefit is greatly affected by the impact of losses for which management cannot claim a tax benefit, non-deductible expenses, and other items that increase tax expense without a relationship to income, such as withholding taxes and changes with respect to uncertain tax positions. The change in the effective income tax rate in the three and six months ended June 30, 2022 when compared to the three and six months ended June 30, 2021, is primarily related to our recognition of individually minor tax expenses during the respective periods. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Financial Instruments and Fair Value Measurements | |
Financial Instruments and Fair Value Measurements | Note 13. Financial Instruments and Fair Value Measurements The Company’s financial instruments subject to fair value measurements include cash and cash equivalents, other receivables, trade accounts payable, accrued liabilities, long-term debt and warrant liabilities. Assets and Liabilities Measured at Fair Value on a Recurring Basis Financial Assets Financial Liabilities The Company uses a discounted cash flow technique, an income-based approach, to determine the fair value of the Senior Secured Notes. This technique relies upon an assumption of pricing the Senior Secured Notes to their maturity (without mandatory or voluntary prepayments) and incorporates inputs such as contractual repayment terms, maturity, and discount rate. The most significant unobservable input for the Senior Secured Notes is the discount rate which is estimated by performing a yield analysis that relies upon the discount rate observed in the initial issuance of the Senior Secured Notes as well as certain benchmark debt instruments with observable pricing from which conclusions are drawn on the change in the discount rate from period to period. The Company uses the Black-Scholes Merton option-pricing model to value the warrants. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, and volatility. The most significant unobservable input for the warrant liabilities is volatility. Given the limited trading volume and period of time the Company’s stock has been traded in an active market, the expected volatility is estimated by taking the average historical price volatility for industry peers, consisting of several public companies in the Company’s industry that are similar in size, stage, or financial leverage, over a period of time commensurate to the expected term of the warrants. The following tables show financial liabilities subject to fair value measurement on a recurring basis and related information on fair values, valuation techniques and unobservable inputs (dollars in thousands): At June 30, 2022 Financial Instrument Fair Value Valuation Technique Unobservable Inputs Senior Secured Notes $ (42,900) Income Approach - DCF Discount rate 21.0 % Term (in years) 4.3 Warrants $ (4,273) Black-Scholes Merton Equity volatility 62.5 % Term (in years) 2.8 At December 31, 2021 Financial Instrument Fair Value Valuation Technique Unobservable Inputs Senior Secured Notes $ (43,800) Income Approach - DCF Discount rate 17.9 % Term (in years) 4.8 Warrants $ (3,220) Black-Scholes Merton Equity volatility 65.0 % Term (in years) 3.3 The following table shows changes in the fair value of financial liabilities subject to Level 3 fair value measurements on a recurring basis (in thousands): Senior Secured Notes Warrants Balance, At December 31, 2021 $ (43,800) $ (3,220) Cash payments for interest 2,904 - Fair value adjustments through earnings (inclusive of related accrued interest expense) (304) (1,053) Fair value adjustments through accumulated other comprehensive income or loss (1,700) - Balance, At June 30, 2022 $ (42,900) $ (4,273) Changes in the fair value of debt that is accounted for at fair value, inclusive of related accrued interest expense, are presented as gains or losses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss under change in fair value of debt and interest expense. The portion of total changes in fair value of debt attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes and are presented as a component of comprehensive income or loss in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. No financial liabilities were subject to fair value measurements on a recurring basis prior to October 2021. Assets and Liabilities for Which Fair Value is Only Disclosed The carrying amounts for other receivables, trade accounts payable, accrued liabilities and the residual amounts of long-term debt not otherwise measured at fair value on a recurring basis approximate their relative fair values due to their short-term nature with relevant inputs considered Level 2 measurements within the fair value hierarchy. |
Restructuring Expenses
Restructuring Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring Expenses | |
Restructuring Expenses | Note 14. Restructuring Expenses In April 2022, as part of an initiative to refine the Company’s go to market strategy, the Company recognized an aggregate of $1.9 million in expenses primarily associated with employee severance benefits that were classified in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. In April 2021, the Company curtailed operations and implemented workforce reductions in its research and development subsidiary in Buenos Aires, Argentina. These restructuring activities were associated with the Company’s plans to reduce expenses and better align business activities with the Company’s then-current corporate strategy. As a result, the Company recognized $4.5 million of restructuring expenses in the three and six months ended June 30, 2021. The restructuring expenses consisted of $3.2 million one-time employee related termination benefits and $1.3 million of asset disposal costs related to leasehold improvements at the Buenos Aires location. Of the $4.5 million of restructuring expenses, $2.0 million were recognized in selling, general and administrative expenses, $1.2 million were recognized in research and development expenses, and $1.3 million of asset disposal costs were recognized in non-operating expenses. |
Indefinite-Lived Intangible Ass
Indefinite-Lived Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Indefinite-Lived Intangible Assets | |
Indefinite-Lived Intangible Assets | Note 15. Indefinite-Lived Intangible Assets Subsequent to the divestiture of the Legacy Business in 2021, the Company retained the rights to arbaclofen ER tablets (see Note 1) which is under development for the alleviation of signs and symptoms of spasticity resulting from multiple sclerosis for which the Company has completed Phase III clinical trials and for which the Company is exploring opportunities to divest, out-license or otherwise partner with a third party to monetize its net investment (see Note 3). At June 30, 2022 and December 31, 2021, the Company held indefinite-lived intangible assets for the right to develop and sell arbaclofen ER that had a gross carrying value of $64.0 million, aggregate impairment losses of $36.8 million and a net carrying amount of $27.2 million. Based on the results of quantitative impairment assessments performed relative to arbaclofen ER, an In-Process Research and Development project-based intangible asset, we recognized an impairment charge of $7.9 million during the three and six months ended June 30, 2021, related to delays in anticipated commercialization of the product candidate, if approved. No such impairments were recognized in the three or six months ended June 30, 2022. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events. | |
Subsequent Events | Note 16. Subsequent Events Debt Financing On August 4, 2022, (the “Effective Date”), the Company entered into an amendment to the Note Purchase Agreement (the “Amendment”) with, among others, certain purchasers party thereto, including Athyrium Opportunities IV Co-Invest 1 LP (“New Purchaser”) and Athyrium Opportunities IV Acquisition LP, as administrative agent, which Amendment amends the Note Purchase Agreement, dated October 1, 2021 (see Note 8). The Amendment provides, among other things, for the waiver of the second tranche minimum net product sales target condition and, upon the satisfaction of certain other funding conditions, the issuance of the second tranche notes in an aggregate principal amount equal to $20.0 million, which occurred on August 8, 2022. Furthermore, the New Purchaser committed to purchase certain third tranche notes in an aggregate principal amount of up to $25.0 million at any time after the Effective Date but prior to April 15, 2023, upon the satisfaction of certain conditions, including a minimum net product sales target for Upneeq over a specified period of time. Under the Amendment, the Company will continue to have the option to voluntarily prepay the Senior Secured Notes upon the satisfaction of certain conditions and with each such prepayment being accompanied by, as applicable, (i) a make-whole premium, (ii) an exit fee of 2% of the principal amount of the notes prepaid, (iii) certain other fees, indemnities and expenses and (iv) all accrued interest on the principal amount of the notes being so prepaid. Further, the Amendment provides for the reset of the date from which the make-whole premium is applicable with respect to the first tranche notes. Specifically, the make-whole premium start date with respect to the first tranche notes will change from October 12, 2021, to either (A) March 1, 2022, if the third tranche notes are not issued or (B) the date on which the second tranche notes were issued (i.e., August 8, 2022), if the third tranche notes are issued. The make-whole premium with respect to (x) the second tranche notes, will continue to apply from the second tranche notes issuance date (i.e., August 8, 2022) and (y) the third tranche notes, will continue to apply from the third tranche notes issuance date, if issued. Additionally, the Amendment provides for the replacement of a LIBOR-based interest rate under the existing Note Purchase Agreement with a Term SOFR-based interest rate. After September 30, 2022 with respect to the first tranche notes, and on or after August 8, 2022 with respect to the second tranche notes with a floor payable in cash Equity Financing As a condition to the effectiveness of the Amendment, on August 4, 2022, the Company entered into a series of share subscription agreements (collectively, the “Share Subscription Agreements”) with Athyrium Opportunities IV Co-Invest 2 LP (“Athyrium”), Avista Healthcare Partners, L.P. (“Avista”), Brian Markison, Chief Executive Officer, and James Schaub, Executive Vice President and Chief Operating Officer, (together, the “Equity Purchasers”) pursuant to which the Company sold and issued to the Equity Purchasers, in a private placement (the “Private Placement”), an aggregate of 15,451,612 ordinary shares of the Company, nominal value $0.01 per share (the “Ordinary Shares”), at a purchase price of $1.55 per Ordinary Share, the closing market trading price on August 4, 2022. Pursuant to the Share Subscription Agreements, the closing of the Private Placement occurred on August 8, 2022. The Company issued and allotted (i) 6,451,612 Ordinary Shares to Athyrium; (ii) 8,000,000 Ordinary Shares to Avista; (iii) 850,000 Ordinary Shares to Brian Markison; and (iv) 150,000 Ordinary Shares to James Schaub, for aggregate gross proceeds to the Company of approximately $23.9 million, before deducting offering expenses payable by the Company. The Share Subscription Agreements also provide the Equity Purchasers with certain registration rights. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation 31, 2022 or any period thereafter. The accompanying condensed consolidated balance sheet data as of December 31, 2021 was derived from the audited consolidated financial statements. Management believes that the disclosures included herein are adequate to make the information presented not misleading in any material respect when read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. Those audited consolidated financial statements include a summary of our significant accounting policies, updates to which are included in this Note 2. |
Discontinued Operations | Discontinued Operations The divestiture of the Legacy Business qualifies as a discontinued operation and therefore has been presented as such. See Note 4, Discontinued Operations, for more information. |
Use of Estimates | Use of Estimates |
Supplemental Cash Flow Disclosures | Supplemental Cash Flow Disclosures Six Months Ended June 30, 2022 2021 Cash paid for: Interest $ 2,931 $ 5,349 Income taxes $ 142 $ 1,913 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity There are no other recently issued accounting standards that are expected to have a material impact to the Company’s financial position or results of operations upon adoption. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule of supplemental cash flow disclosures | Supplemental cash flow disclosures are as follows (in thousands): Six Months Ended June 30, 2022 2021 Cash paid for: Interest $ 2,931 $ 5,349 Income taxes $ 142 $ 1,913 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Legacy Products And Manufacturing Facility [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of results of operations and carrying amounts of assets and liabilities of discontinued operations | The following table presents the results of discontinued operations (in thousands): Three Months Ended Six Months Ended June 30, 2021 June 30, 2021 Total revenues $ 23,289 $ 46,234 Cost of goods sold (inclusive of depreciation and amortization) 12,235 25,045 Selling, general and administrative expenses 2,426 4,396 Research and development expenses 1,744 2,850 Income from operations 6,884 13,943 Interest expense and amortization of debt discount 2,465 4,904 Other non-operating income, net (35) (114) Income from discontinued operations before provision for income taxes 4,454 9,153 Income tax expense 213 752 Income from discontinued operations, net of tax $ 4,241 $ 8,401 The following table presents the significant non-cash items and purchase of property, plant and equipment for the discontinued operations that are included in the accompanying unaudited condensed consolidated statements of cash flows (in thousands): Three Months Ended Six Months Ended Cash flows from operating activities: June 30, 2021 June 30, 2021 Depreciation and amortization $ 3,274 $ 6,583 Share compensation 101 204 Cash flows from investing activities: Purchases of property, plant and equipment $ 912 $ 1,226 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenues | |
Schedule of disaggregation of revenue from contracts with customers | The following table presents disaggregated revenues from contracts with customers (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net product sales - Upneeq $ 8,448 $ 1,482 $ 14,392 $ 2,255 Royalty revenue — 28 — 190 Licensing revenue — 10,000 15,500 10,000 Total revenues $ 8,448 $ 11,510 $ 29,892 $ 12,445 |
Schedule of adjustments to gross product sales | The following table presents the various adjustments recognized against gross product sales (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Gross product sales $ 8,538 $ 1,483 $ 14,565 $ 2,256 Less provisions for: Chargebacks (2) (1) (3) (1) Discounts and allowances (88) — (170) — Net product sales $ 8,448 $ 1,482 $ 14,392 $ 2,255 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accrued Liabilities | |
Schedule of accrued liabilities | The following table presents the components of accrued liabilities (in thousands): June 30, December 31, 2022 2021 Accrued expenses and other liabilities $ 5,313 $ 7,897 Accrued compensation 4,101 4,504 Accrued royalties 1,079 200 Deferred revenue 931 67 Accrued research and development 523 409 Total accrued liabilities $ 11,947 $ 13,077 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Financing Arrangements | |
Schedule of Composition of Company's Debt and Financing Obligations | The following table presents the components of long-term debt and financing obligations (in thousands): June 30, December 31, 2022 2021 Senior Secured Notes (measured at fair value) $ 42,900 $ 43,800 Note payable — insurance financing 607 2,409 Total debt and financing obligations 43,507 46,209 Less: current portion of debt (607) (2,409) Long-term debt $ 42,900 $ 43,800 |
Schedule of Maturities of Long-Term Debt | The following table presents the aggregation of principal maturities of long-term debt and financing obligations (in thousands): Year Ending December 31, Debt Obligations Remainder of 2022 $ 607 2023 — 2024 11,000 2025 11,000 2026 33,000 Total future minimum payments 55,607 Less: current portion of debt principal (607) Non-current portion of debt principal $ 55,000 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Compensation. | |
Schedule of share-based compensation expense | The following table presents the components of share-based compensation expense (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Share options $ 442 $ 122 $ 992 $ 223 Performance stock units — 228 — 453 Restricted stock units 723 763 1,339 1,492 Employee share purchase plan 44 18 87 37 Total share-based compensation expense $ 1,209 $ 1,131 $ 2,418 $ 2,205 |
Earnings (Loss) Per Ordinary _2
Earnings (Loss) Per Ordinary Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings (Loss) Per Ordinary Share | |
Schedule of potentially dilutive securities excluded from computation of diluted weighted average shares | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Performance and restricted stock units 1,057,158 2,149,329 1,057,158 2,149,329 Share options to purchase ordinary shares 5,414,496 2,666,696 5,414,496 2,666,446 Warrants to purchase ordinary shares 16,100,000 — 16,100,000 — Ordinary shares to be purchased through employee stock purchase plan 271,571 23,322 271,571 23,322 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Taxes | |
Schedule of Income Tax Expense | The following table presents the relationship between income tax expense or benefit from continuing operations and income or loss before income taxes from continuing operations (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Loss before income taxes, continuing operations $ (11,829) $ (21,874) $ (18,725) $ (35,650) Income tax expense, continuing operations 277 94 202 90 Effective income tax rate (2.34) % (0.43) % (1.08) % (0.25) % |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Financial Instruments and Fair Value Measurements | |
Schedule of valuation techniques and unobservable inputs | The following tables show financial liabilities subject to fair value measurement on a recurring basis and related information on fair values, valuation techniques and unobservable inputs (dollars in thousands): At June 30, 2022 Financial Instrument Fair Value Valuation Technique Unobservable Inputs Senior Secured Notes $ (42,900) Income Approach - DCF Discount rate 21.0 % Term (in years) 4.3 Warrants $ (4,273) Black-Scholes Merton Equity volatility 62.5 % Term (in years) 2.8 At December 31, 2021 Financial Instrument Fair Value Valuation Technique Unobservable Inputs Senior Secured Notes $ (43,800) Income Approach - DCF Discount rate 17.9 % Term (in years) 4.8 Warrants $ (3,220) Black-Scholes Merton Equity volatility 65.0 % Term (in years) 3.3 |
Schedule of financial liabilities subject to Level 3 fair value measurements on a recurring basis | The following table shows changes in the fair value of financial liabilities subject to Level 3 fair value measurements on a recurring basis (in thousands): Senior Secured Notes Warrants Balance, At December 31, 2021 $ (43,800) $ (3,220) Cash payments for interest 2,904 - Fair value adjustments through earnings (inclusive of related accrued interest expense) (304) (1,053) Fair value adjustments through accumulated other comprehensive income or loss (1,700) - Balance, At June 30, 2022 $ (42,900) $ (4,273) |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) - Legacy Products And Manufacturing Facility [Member] - Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] $ in Millions | Aug. 27, 2021 USD ($) |
Stock transactions | |
Consideration | $ 111 |
Additional milestone payments | $ 60 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash paid for: | ||
Interest | $ 2,931 | $ 5,349 |
Income taxes | $ 142 | $ 1,913 |
Liquidity (Details)
Liquidity (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Aug. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Oct. 12, 2021 | Oct. 01, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||
Cash and cash equivalents | $ 27,413 | $ 99,777 | $ 27,413 | $ 99,777 | $ 40,444 | $ 114,053 | |||
Accumulated deficit | (536,457) | (536,457) | $ (517,530) | ||||||
Long-term Debt, Gross | 55,000 | 55,000 | |||||||
Net loss from continuing operations | (12,106) | $ (21,968) | (18,927) | (35,740) | |||||
Cash used from operating activities | 11,280 | $ 14,408 | |||||||
Total debt and financing obligations | $ 55,607 | $ 55,607 | |||||||
Proceeds from secured debt | $ 23,900 | ||||||||
Senior Secured Notes Under Note Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of debt | 43,900 | ||||||||
Senior Secured Notes Under Note Purchase Agreement, Tranche One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of debt | $ 55,000 | ||||||||
Senior Secured Notes Under Note Purchase Agreement, Tranche Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of debt | $ 20,000 | $ 20,000 | |||||||
Senior Secured Notes Under Note Purchase Agreement, Tranche Three [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of debt | $ 25,000 | ||||||||
Prior term loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of debt | $ 327,500 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Aug. 27, 2021 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Income from discontinued operations, net of tax | $ 4,241 | $ 8,401 | ||
Legacy Products And Manufacturing Facility [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration | $ 111,000 | |||
Additional milestone payments | $ 60,000 | |||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Total revenues | 23,289 | 46,234 | ||
Cost of goods sold (inclusive of depreciation and amortization) | 12,235 | 25,045 | ||
Selling, general and administrative expenses | 2,426 | 4,396 | ||
Research and development expenses | 1,744 | 2,850 | ||
Income from operations | 6,884 | 13,943 | ||
Interest expense and amortization of debt discount | 2,465 | 4,904 | ||
Other non-operating income, net | (35) | (114) | ||
Income from discontinued operations before provision for income taxes | 4,454 | 9,153 | ||
Income tax expense | 213 | 752 | ||
Income from discontinued operations, net of tax | $ 4,241 | $ 8,401 | ||
Alora Pharmaceuticals, Llc | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Contingent milestone payments earned | $ 5,000 |
Discontinued Operations - Cash
Discontinued Operations - Cash flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Investing Activities: | |||
Purchase of property, plant and equipment | $ 27 | $ 1,398 | |
Legacy Products And Manufacturing Facility [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | |||
Cash Flows from Operating Activities: | |||
Depreciation and amortization | $ 3,274 | 6,583 | |
Share compensation | 101 | 204 | |
Cash Flows from Investing Activities: | |||
Purchase of property, plant and equipment | $ 912 | $ 1,226 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 8,448 | $ 11,510 | $ 29,892 | $ 12,445 | |
Contract with customer, asset and liability | |||||
Deferred revenue | 900 | 900 | |||
Contract assets | 0 | 0 | $ 0 | ||
Upneeq | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 8,448 | 1,482 | 14,392 | 2,255 | |
Royalty Revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 28 | 190 | |||
License and contract revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 10,000 | $ 15,500 | $ 10,000 |
Revenues - Adjustment to gross
Revenues - Adjustment to gross product sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Gross product sales | $ 8,538 | $ 1,483 | $ 14,565 | $ 2,256 |
Revenues | 8,448 | 11,510 | 29,892 | 12,445 |
Chargebacks | ||||
Disaggregation of Revenue [Line Items] | ||||
Adjustments to gross products sales | (2) | (1) | (3) | (1) |
Discounts and allowances | ||||
Disaggregation of Revenue [Line Items] | ||||
Adjustments to gross products sales | (88) | (170) | ||
Net product sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 8,448 | $ 1,482 | $ 14,392 | $ 2,255 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - Santen Pharmaceutical Co. Ltd. $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Exercise of option to expand the territories to include Russia | |
Disaggregation of Revenue [Line Items] | |
Upfront cash payment | $ 2 |
Developmental and regulatory cash milestone payments | 1 |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Developmental and regulatory cash milestone payments | 1 |
License Agreement | |
Disaggregation of Revenue [Line Items] | |
Upfront cash payment | $ 15.5 |
Period of option to expand territories following amendment date | 5 years |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities | ||
Accrued expenses and other liabilities | $ 5,313 | $ 7,897 |
Accrued compensation | 4,101 | 4,504 |
Accrued royalties | 1,079 | 200 |
Deferred revenue | 931 | 67 |
Accrued research and development | 523 | 409 |
Total accrued Liabilities | $ 11,947 | $ 13,077 |
Financing Arrangements - Compon
Financing Arrangements - Components (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Financing Arrangements | ||
Total debt and financing obligations (at fair value) | $ 43,507 | $ 46,209 |
Less: current portion of debt principal | (607) | (2,409) |
Long-term debt | 42,900 | 43,800 |
Senior secured notes | ||
Financing Arrangements | ||
Total debt and financing obligations (at fair value) | 42,900 | 43,800 |
Note payable - insurance financing | ||
Financing Arrangements | ||
Total debt and financing obligations (at fair value) | $ 607 | $ 2,409 |
Financing Arrangements - Maturi
Financing Arrangements - Maturities of long-term debt and financing obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Remainder of 2022 | $ 607 | |
2023 | 0 | |
2024 | 11,000 | |
2025 | 11,000 | |
2026 | 33,000 | |
Total future minimum payments | 55,607 | |
Less: current portion of debt principal | (607) | $ (2,409) |
Non-current portion of debt principal | $ 55,000 |
Financing Arrangements (Details
Financing Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Oct. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Aug. 31, 2022 | Oct. 12, 2021 | Jul. 01, 2021 | |
Financing Arrangements | |||||||||
Minimum Restricted Cash and Cash Equivalent to be Maintained | $ 15,000 | $ 15,000 | |||||||
Financial Commitment Asset | 1,128 | 1,128 | $ 3,063 | ||||||
Write off of deferred financing and loan origination fees | $ 37 | ||||||||
Debt repayment | 5,300 | ||||||||
Upneeq | |||||||||
Financing Arrangements | |||||||||
Quarterly Increment in Revenue | 1,000 | ||||||||
Quarter ending March 31, 2022 | Upneeq | |||||||||
Financing Arrangements | |||||||||
Minimum Quarterly Revenue Threshold Limit | 4,000 | ||||||||
Quarter ending June 30, 2024 and thereafter | Upneeq | |||||||||
Financing Arrangements | |||||||||
Minimum Quarterly Revenue Threshold Limit | $ 12,000 | ||||||||
Alora Pharmaceuticals, Llc | Disposal Group, Not Discontinued Operations [Member] | |||||||||
Financing Arrangements | |||||||||
Waiver of principal | 5,000 | ||||||||
Consent fee | 200 | ||||||||
Net proceeds | $ 4,800 | ||||||||
Senior Secured Notes Under Note Purchase Agreement [Member] | |||||||||
Financing Arrangements | |||||||||
Face amount of debt | $ 43,900 | ||||||||
Interest rate | 9% | 11.30% | |||||||
Effective interest rate (as percent) | 10.50% | 10.50% | |||||||
Debt issuance costs | 2,100 | ||||||||
Senior Secured Notes Under Note Purchase Agreement [Member] | LIBOR floor | |||||||||
Financing Arrangements | |||||||||
Margin rate, as a percent | 1.50% | ||||||||
Senior Secured Notes Under Note Purchase Agreement [Member] | LIBOR cap | |||||||||
Financing Arrangements | |||||||||
Margin rate, as a percent | 3% | ||||||||
Senior Secured Notes Under Note Purchase Agreement, Tranche One [Member] | |||||||||
Financing Arrangements | |||||||||
Face amount of debt | $ 55,000 | ||||||||
Debt issuance costs | 1,500 | ||||||||
Senior Secured Notes Under Note Purchase Agreement, Tranche Two [Member] | |||||||||
Financing Arrangements | |||||||||
Face amount of debt | $ 20,000 | $ 20,000 | |||||||
Debt issuance costs | 600 | ||||||||
Financial Commitment Asset, Amortization Period | 1 year | ||||||||
Financial Commitment Asset, Amortization Expense | $ 900 | $ 1,900 | |||||||
Financial Commitment Asset | $ 1,100 | $ 1,100 | $ 3,100 | ||||||
Senior Secured Notes Under Note Purchase Agreement, Tranche Three [Member] | |||||||||
Financing Arrangements | |||||||||
Face amount of debt | $ 25,000 | ||||||||
Prior term loans | |||||||||
Financing Arrangements | |||||||||
Face amount of debt | 327,500 | ||||||||
Amount outstanding | $ 50,000 | ||||||||
Debt repayment | $ 5,300 | $ 5,300 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Share-based compensation expense | $ 1,209 | $ 1,131 | $ 2,418 | $ 2,205 |
Unrecognized compensation expense | 5,400 | $ 5,400 | ||
Unrecognized compensation cost, recognition period | 1 year 7 months 2 days | |||
Share options to purchase ordinary shares | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Share-based compensation expense | 442 | 122 | $ 992 | 223 |
Performance stock units | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Share-based compensation expense | 228 | 453 | ||
Restricted stock units | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Share-based compensation expense | 723 | 763 | 1,339 | 1,492 |
Employee share purchase plan | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Share-based compensation expense | $ 44 | $ 18 | $ 87 | $ 37 |
Earnings (Loss) Per Ordinary _3
Earnings (Loss) Per Ordinary Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Performance and restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 1,057,158 | 2,149,329 | 1,057,158 | 2,149,329 |
Share options to purchase ordinary shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 5,414,496 | 2,666,696 | 5,414,496 | 2,666,446 |
Warrants to purchase ordinary shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 16,100,000 | 16,100,000 | ||
Ordinary shares to be purchased through employee stock purchase plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 271,571 | 23,322 | 271,571 | 23,322 |
Commitments and Contingencies -
Commitments and Contingencies - Legal (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Dec. 02, 2020 | Jan. 31, 2021 | Jun. 30, 2021 | |
Commitments and Contingencies | |||
Proceeds from product rights disposal | $ 7,500 | $ 7,300 | |
Gain on sales of product rights, net | $ 5,600 | $ 5,636 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Taxes | ||||
Effective income tax rate | (2.34%) | (0.43%) | (1.08%) | (0.25%) |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | ||||
Loss before income taxes, continuing operations | $ (11,829) | $ (21,874) | $ (18,725) | $ (35,650) |
Current income tax expense (benefit) - continuing operations | ||||
Income tax expense, continuing operations | $ 277 | $ 94 | $ 202 | $ 90 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Financial Instruments and Fair Value Measurements | ||
Fair value of cash and cash equivalents | $ 27.4 | $ 40.4 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Schedule of valuation techniques and unobservable inputs (Details) | Jun. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Income Approach - DCF | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | (42,900) | (43,800) |
Income Approach - DCF | Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable Inputs | 4.3 | 4.8 |
Income Approach - DCF | Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable Inputs | 21 | 17.9 |
Black-Scholes Merton | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | (4,273) | (3,220) |
Black-Scholes Merton | Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable Inputs | 2.8 | 3.3 |
Black-Scholes Merton | Equity volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable Inputs | 62.5 | 65 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements -Schedule of financial liabilities subject to Level 3 fair value measurements on a recurring basis (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Senior secured notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance, At December 31, 2021 | $ (43,800) |
Cash payments for interest | 2,904 |
Fair value adjustments through earnings (inclusive of related accrued interest expense) | (304) |
Fair value adjustments through accumulated other comprehensive income or loss | (1,700) |
Balance, At June 30, 2022 | (42,900) |
Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance, At December 31, 2021 | (3,220) |
Fair value adjustments through earnings (inclusive of related accrued interest expense) | (1,053) |
Balance, At June 30, 2022 | $ (4,273) |
Restructuring Expenses (Details
Restructuring Expenses (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Apr. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | $ 4.5 | $ 4.5 | |
Selling, general and administrative expenses | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | 2 | 2 | |
Severance benefits | $ 1.9 | ||
Research and development | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | 1.2 | 1.2 | |
Non-operating expenses | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | 1.3 | 1.3 | |
Special Termination Benefits [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | 3.2 | 3.2 | |
Facility Closing [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | $ 1.3 | $ 1.3 |
Indefinite-Lived Intangible A_2
Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Impairment of intangible assets | $ 7,880 | ||||
In-Process Research and Development project | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Carrying value | $ 64,000 | $ 64,000 | $ 64,000 | ||
Aggregate impairment losses | 36,800 | 36,800 | 36,800 | ||
Net carrying amounts | 27,200 | 27,200 | $ 27,200 | ||
Impairment of intangible assets | $ 0 | $ 7,900 | $ 0 | $ 7,900 |
Subsequent Events - Narratives
Subsequent Events - Narratives (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 08, 2022 | Aug. 04, 2022 | Oct. 01, 2021 | Aug. 31, 2022 | Oct. 12, 2021 | Jul. 01, 2021 |
Senior Secured Notes Under Note Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount of debt | $ 43.9 | |||||
Interest rate | 9% | 11.30% | ||||
Senior Secured Notes Under Note Purchase Agreement [Member] | LIBOR floor | ||||||
Subsequent Event [Line Items] | ||||||
Margin rate, as a percent | 1.50% | |||||
Senior Secured Notes Under Note Purchase Agreement [Member] | LIBOR cap | ||||||
Subsequent Event [Line Items] | ||||||
Margin rate, as a percent | 3% | |||||
Senior Secured Notes Under Note Purchase Agreement, Tranche One [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount of debt | $ 55 | |||||
Senior Secured Notes Under Note Purchase Agreement, Tranche Two [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount of debt | $ 20 | $ 20 | ||||
Senior Secured Notes Under Note Purchase Agreement, Tranche Three [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount of debt | $ 25 | |||||
Prior term loans | ||||||
Subsequent Event [Line Items] | ||||||
Face amount of debt | $ 327.5 | |||||
Subsequent Events | ||||||
Subsequent Event [Line Items] | ||||||
Number of ordinary shares issued | 15,451,612 | |||||
Share Price | $ 0.01 | |||||
Share Issued And Allotted, Price Per Share | 1.55 | |||||
Subsequent Events | Avista Health Care (Member) | ||||||
Subsequent Event [Line Items] | ||||||
Number of ordinary shares issued | 8,000,000 | |||||
Subsequent Events | Athyrium (Member) | ||||||
Subsequent Event [Line Items] | ||||||
Number of ordinary shares issued | 6,451,612 | |||||
Subsequent Events | Brian Markison (Member) | ||||||
Subsequent Event [Line Items] | ||||||
Number of ordinary shares issued | 850,000 | |||||
Subsequent Events | James Schaub (Member) | ||||||
Subsequent Event [Line Items] | ||||||
Number of ordinary shares issued | 150,000 | |||||
Subsequent Events | Senior Secured Notes Under Note Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Exit fee (as a percent) | 2% | |||||
Subsequent Events | Senior Secured Notes Under Note Purchase Agreement [Member] | LIBOR floor | ||||||
Subsequent Event [Line Items] | ||||||
Margin rate, as a percent | 1.50% | |||||
Subsequent Events | Senior Secured Notes Under Note Purchase Agreement, Tranche One [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Interest rate | 9% | |||||
Subsequent Events | Senior Secured Notes Under Note Purchase Agreement, Tranche One [Member] | LIBOR cap | ||||||
Subsequent Event [Line Items] | ||||||
Margin rate, as a percent | 3% | |||||
Subsequent Events | Senior Secured Notes Under Note Purchase Agreement, Tranche Two [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount of debt | $ 20 | |||||
Interest rate | 9% | |||||
Subsequent Events | Senior Secured Notes Under Note Purchase Agreement, Tranche Two [Member] | LIBOR floor | ||||||
Subsequent Event [Line Items] | ||||||
Margin rate, as a percent | 1.50% | |||||
Subsequent Events | Senior Secured Notes Under Note Purchase Agreement, Tranche Two [Member] | LIBOR cap | ||||||
Subsequent Event [Line Items] | ||||||
Margin rate, as a percent | 3% | |||||
Subsequent Events | Senior Secured Notes Under Note Purchase Agreement, Tranche Three [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount of debt | $ 25 |