ACORDA THERAPEUTICS INC, 10-Q filed on 11/12/2021
Quarterly Report
v3.21.2
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2021
Nov. 05, 2021
Cover [Abstract]    
Entity Registrant Name ACORDA THERAPEUTICS, INC.  
Entity Central Index Key 0001008848  
Document Type 10-Q  
Document Period End Date Sep. 30, 2021  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Filer Category Non-accelerated Filer  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Document Quarterly Report true  
Document Transition Report false  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q3  
Trading Symbol ACOR  
Title of each class Common Stock $0.001 par value per share  
Name of each exchange on which registered NASDAQ  
Entity Common Stock, Shares Outstanding   11,202,242
Entity File Number 001-31938  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 13-3831168  
Entity Address, Address Line One 420 Saw Mill River Road  
Entity Address, City or Town Ardsley  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10502  
City Area Code 914  
Local Phone Number 347-4300  
v3.21.2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 36,168 $ 71,369
Restricted cash 13,353 12,917
Trade accounts receivable, net of allowances of $1,245 and $1,266, as of September 30, 2021 and December 31, 2020, respectively 13,587 20,193
Prepaid expenses 11,192 14,807
Inventory, net 20,595 28,677
Assets held for sale   71,795
Other current assets 2,174 1,577
Total current assets 97,069 221,335
Property and equipment, net of accumulated depreciation 5,016 7,263
Intangible assets, net of accumulated amortization 343,731 366,981
Right of use asset, net of accumulated amortization 7,861 18,481
Restricted cash 12,399 18,609
Other assets 11 11
Total assets 466,087 632,680
Current liabilities:    
Accounts payable 15,500 12,155
Accrued expenses and other current liabilities 34,158 38,167
Current portion of loans payable   68,631
Current portion of liability related to sale of future royalties 7,452 8,731
Current portion of lease liabilities 9,316 7,944
Current portion of acquired contingent consideration 1,845 1,624
Total current liabilities 68,271 137,252
Convertible senior notes 147,447 137,619
Derivative liability 325 1,193
Non-current portion of acquired contingent consideration 41,155 46,576
Non-current portion of lease liabilities 4,287 17,200
Non-current portion of loans payable 27,929 28,555
Deferred tax liability 11,912 19,116
Non-current portion of liability related to sale of future royalties   6,526
Other non-current liabilities 286 688
Commitments and contingencies
Stockholders’ equity:    
Preferred stock, $0.001 par value. Authorized 1,000,000 shares at September 30, 2021 and December 31, 2020; no shares issued as of September 30, 2021 and December 31, 2020, respectively
Common stock, $0.001 par value. Authorized 61,666,666 shares at September 30, 2021 and December 31, 2020; issued 11,193,741 and 9,475,631 shares, including those held in treasury, as of September 30, 2021 and December 31, 2020, respectively 11 9
Treasury stock at cost (5,543 shares at September 30, 2021 and December 31, 2020) (638) (638)
Additional paid-in capital 1,016,448 1,007,790
Accumulated deficit (849,789) (766,403)
Accumulated other comprehensive loss (1,557) (2,803)
Total stockholders’ equity 164,475 237,955
Total liabilities and stockholders’ equity $ 466,087 $ 632,680
v3.21.2
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Statement Of Financial Position [Abstract]    
Trade accounts receivable, allowances (in dollars) $ 1,245 $ 1,266
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, Authorized shares 1,000,000 1,000,000
Preferred stock, issued shares 0 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, Authorized shares 61,666,666 61,666,666
Common stock, issued shares 11,193,741 9,475,631
Treasury stock, shares 5,543 5,543
v3.21.2
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Revenues:        
Total net revenues $ 31,456 $ 53,090 $ 92,104 $ 114,807
Costs and expenses:        
Cost of sales 13,303 12,170 36,589 22,670
Research and development 1,931 5,729 9,054 18,689
Selling, general and administrative 29,623 39,935 95,959 119,700
Amortization of intangible assets 7,691 7,691 23,073 23,073
Asset impairment       4,131
Change in fair value of derivative liability (288) (4,864) (868) (40,320)
Changes in fair value of acquired contingent consideration 2,205 (23,608) (4,224) (33,455)
Total operating expenses 54,465 37,053 159,583 114,488
Operating loss (23,009) 16,037 (67,479) 319
Other income (expense), net:        
Interest and amortization of debt discount expense (7,167) (7,760) (22,697) (22,810)
Interest income 1 317 4 807
Other income (expense)   19 1 (16)
Gain on disposal of property and equipment   200   200
Realized loss on foreign currency transactions (1) (1) (4) (8)
Total other expense, net (7,167) (7,225) (22,696) (21,827)
Income (loss) before taxes (30,176) 8,812 (90,175) (21,508)
Benefit from (Provision for) income taxes 3,105 (1,465) 6,788 4,962
Net income (loss) $ (27,071) $ 7,347 $ (83,387) $ (16,546)
Net income (loss) per share—basic $ (2.43) $ 0.92 $ (8.17) $ (2.08)
Net income (loss) per share—diluted $ (2.43) $ 0.32 $ (8.17) $ (2.08)
Weighted average common shares outstanding used in computing net loss per share—basic 11,131 7,960 10,204 7,960
Weighted average common shares outstanding used in computing net loss per share—diluted 11,131 27,700 10,204 7,960
Net Product Revenues        
Revenues:        
Total net revenues $ 27,851 $ 34,687 $ 81,297 $ 90,153
Milestone Revenues        
Revenues:        
Total net revenues   15,000   15,000
Royalty Revenues        
Revenues:        
Total net revenues $ 3,605 $ 3,403 $ 10,807 $ 9,654
v3.21.2
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Statement Of Income And Comprehensive Income [Abstract]        
Net income (loss) $ (27,071) $ 7,347 $ (83,387) $ (16,546)
Other comprehensive income (loss), net of tax:        
Foreign currency translation adjustment 276 (1,018) 1,246 (1,096)
Unrealized loss on available for sale debt securities   (45)   (21)
Other comprehensive income (loss), net of tax 276 (1,063) 1,246 (1,117)
Comprehensive income (loss) $ (26,795) $ 6,284 $ (82,141) $ (17,663)
v3.21.2
Consolidated Statements of Changes in Stockholders' Equity - USD ($)
shares in Thousands, $ in Thousands
Total
Common stock
Treasury stock
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive (loss) income
Balance at Dec. 31, 2019 $ 310,820 $ 8 $ (638) $ 979,428 $ (666,809) $ (1,169)
Balance (in shares) at Dec. 31, 2019   7,964        
Compensation expense for issuance of stock options to employees 1,976     1,976    
Compensation expense for issuance of restricted stock to employees (in shares)   1        
Other comprehensive (loss) income,net of tax 350         350
Net income (loss) (6,472)       (6,472)  
Balance at Mar. 31, 2020 306,674 $ 8 (638) 981,404 (673,281) (819)
Balance (in shares) at Mar. 31, 2020   7,965        
Balance at Dec. 31, 2019 310,820 $ 8 (638) 979,428 (666,809) (1,169)
Balance (in shares) at Dec. 31, 2019   7,964        
Net income (loss) (16,546)          
Balance at Sep. 30, 2020 313,531 $ 8 (638) 999,802 (683,355) (2,286)
Balance (in shares) at Sep. 30, 2020   7,965        
Balance at Mar. 31, 2020 306,674 $ 8 (638) 981,404 (673,281) (819)
Balance (in shares) at Mar. 31, 2020   7,965        
Compensation expense for issuance of stock options to employees 2,056     2,056    
Other comprehensive (loss) income,net of tax (404)         (404)
Net income (loss) (17,421)       (17,421)  
Balance at Jun. 30, 2020 290,905 $ 8 (638) 983,460 (690,702) (1,223)
Balance (in shares) at Jun. 30, 2020   7,965        
Compensation expense for issuance of stock options to employees 2,480     2,480    
Reclassification of derivative liability to equity, net of tax 13,862     13,862    
Other comprehensive (loss) income,net of tax (1,063)         (1,063)
Net income (loss) 7,347       7,347  
Balance at Sep. 30, 2020 313,531 $ 8 (638) 999,802 (683,355) (2,286)
Balance (in shares) at Sep. 30, 2020   7,965        
Balance at Dec. 31, 2020 237,955 $ 9 (638) 1,007,790 (766,403) (2,803)
Balance (in shares) at Dec. 31, 2020   9,476        
Compensation expense for issuance of stock options to employees 483     483    
Compensation expense for issuance of restricted stock to employees 224     224    
Other comprehensive (loss) income,net of tax 1,069         1,069
Net income (loss) (33,451)       (33,451)  
Balance at Mar. 31, 2021 206,279 $ 9 (638) 1,008,497 (799,854) (1,734)
Balance (in shares) at Mar. 31, 2021   9,476        
Balance at Dec. 31, 2020 237,955 $ 9 (638) 1,007,790 (766,403) (2,803)
Balance (in shares) at Dec. 31, 2020   9,476        
Net income (loss) (83,387)          
Balance at Sep. 30, 2021 164,475 $ 11 (638) 1,016,448 (849,789) (1,557)
Balance (in shares) at Sep. 30, 2021   11,194        
Balance at Mar. 31, 2021 206,279 $ 9 (638) 1,008,497 (799,854) (1,734)
Balance (in shares) at Mar. 31, 2021   9,476        
Compensation expense for issuance of stock options to employees 498     498    
Compensation expense for issuance of restricted stock to employees 456     456    
Interest payment for convertible notes 6,210 $ 2   6,208    
Interest payment for convertible notes (in shares)   1,636        
Other comprehensive (loss) income,net of tax (99)         (99)
Net income (loss) (22,864)       (22,864)  
Balance at Jun. 30, 2021 190,481 $ 11 (638) 1,015,659 (822,718) (1,833)
Balance (in shares) at Jun. 30, 2021   11,112        
Compensation expense for issuance of stock options to employees 455     455    
Compensation expense for issuance of restricted stock to employees 334     334    
Compensation expense for issuance of restricted stock to employees (in shares)   82        
Other comprehensive (loss) income,net of tax 276         276
Net income (loss) (27,071)       (27,071)  
Balance at Sep. 30, 2021 $ 164,475 $ 11 $ (638) $ 1,016,448 $ (849,789) $ (1,557)
Balance (in shares) at Sep. 30, 2021   11,194        
v3.21.2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical)
$ in Millions
3 Months Ended
Sep. 30, 2020
USD ($)
Statement Of Stockholders Equity [Abstract]  
Reclassification of derivative liability to equity, net of tax amount $ 4.4
v3.21.2
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2021
Mar. 31, 2021
Sep. 30, 2020
Mar. 31, 2020
Sep. 30, 2021
Sep. 30, 2020
Dec. 31, 2020
Cash flows from operating activities:              
Net income (loss) $ (27,071) $ (33,451) $ 7,347 $ (6,472) $ (83,387) $ (16,546)  
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:              
Share-based compensation expense         2,515 6,512  
Amortization of net premiums and discounts on investments           (28)  
Amortization of debt discount and debt issuance costs         12,672 12,219  
Depreciation and amortization expense         25,482 30,919  
Asset impairment           4,131  
Change in acquired contingent consideration obligation         (4,224) (33,455)  
Non-cash royalty revenue         (8,889) (8,496)  
Deferred tax (benefit) provision         (6,788) 8,801  
Change in derivative liability         (868) (40,320)  
Gain on disposal of property and equipment     (200)     (200)  
Changes in assets and liabilities:              
Decrease in accounts receivable         6,606 8,698  
Decrease (increase) in prepaid expenses and other current assets         2,629 (16,712)  
Decrease (increase) in inventory         5,813 (4,899)  
Decrease in other assets           17  
Increase (decrease) in accounts payable, accrued expenses and other current liabilities         4,875 (13,391)  
Increase (decrease) in other non-current liabilities         (1,024) 296  
Net cash used in operating activities         (44,588) (62,454)  
Cash flows from investing activities:              
Purchases of property and equipment         (164) (4,074)  
Purchases of intangible assets         (26)    
Proceeds from maturities of investments           58,415  
Net cash (used in) provided by investing activities         (190) 54,341  
Cash flows from financing activities:              
Repayment of Convertible Senior Notes Due 2021         (69,000)    
Debt issuance costs           (1,071)  
Proceeds from sale of Chelsea facility, net         73,969    
Repayment of loans payable         (655) (597)  
Net cash provided by (used in) financing activities         4,314 (1,668)  
Effect of exchange rate changes on cash, cash equivalents and restricted cash         (511) 519  
Net decrease in cash, cash equivalents and restricted cash         (40,975) (9,262)  
Cash, cash equivalents and restricted cash at beginning of period   $ 102,895   $ 105,192 102,895 105,192 $ 105,192
Cash, cash equivalents and restricted cash at end of period $ 61,920   $ 95,930   61,920 95,930 $ 102,895
Supplemental disclosure:              
Cash paid for interest         6 6,067  
Cash paid for taxes         $ 46 $ 250  
v3.21.2
Organization and Business Activities
9 Months Ended
Sep. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Organization and Business Activities

(1) Organization and Business Activities

Acorda Therapeutics, Inc. (“Acorda” or the “Company”) is a biopharmaceutical company focused on developing therapies that restore function and improve the lives of people with neurological disorders.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information, Accounting Standards Codification (ASC) Topic 270-10 and with the instructions to Form 10-Q. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In management’s opinion, all adjustments considered necessary for a fair presentation have been included in the interim periods presented and all adjustments are of a normal recurring nature. The Company has evaluated subsequent events through the date of this filing. Operating results for the three and nine-month periods ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. When used in these notes, the terms “Acorda” or “the Company” mean Acorda Therapeutics, Inc. The December 31, 2020 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. You should read these unaudited interim condensed consolidated financial statements in conjunction with the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K, for the year ended December 31, 2020.

v3.21.2
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]  
Summary of Significant Accounting

(2) Summary of Significant Accounting Policies

Our significant accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 31, 2020. Effective January 1, 2021, the Company adopted ASU 2019-12, “Simplifying the Accounting for Income Taxes” (Topic 740). Other than the adoption of the new accounting guidance, our significant accounting policies have not changed materially from December 31, 2020.

Basis of Presentation

On December 31, 2020, we filed an amendment to our Certificate of Incorporation which effected, as of 4:01 p.m. Eastern Time on December 31, 2020, a 1-for-6 reverse stock split of the shares of our outstanding common stock and proportionate reduction in the number of authorized shares of our common stock from 370,000,000 to 61,666,666. Our common stock began trading on a split-adjusted basis on The Nasdaq Global Select Market commencing upon market open on January 4, 2021. The common stock continued to trade under the symbol “ACOR” after the reverse stock split became effective. The reverse stock split applied equally to all outstanding shares of the common stock and did not modify the rights or preferences of the common stock. As such, all figures in this report relating to shares of our common stock (such as share amounts, per share amounts, and conversion rates and prices), including in the financial statements and accompanying notes to the financial statements, have been retroactively restated to reflect the 1-for-6 reverse stock split of our common stock.

Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same amounts shown in the statement of cash flows:

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

(In thousands)

Beginning of period

 

 

End of period

 

 

Beginning of period

 

 

End of period

 

Cash and cash equivalents

$

71,369

 

 

$

36,168

 

 

$

62,085

 

 

$

57,910

 

Restricted cash

 

12,917

 

 

 

13,353

 

 

 

12,836

 

 

 

13,200

 

Restricted cash non-current

 

18,609

 

 

 

12,399

 

 

 

30,270

 

 

 

24,819

 

Total Cash, cash equivalents and restricted cash per statement of cash flows

$

102,895

 

 

$

61,920

 

 

$

105,191

 

 

$

95,929

 

 

 

Restricted cash represents an escrow account with funds to maintain the interest payments for an amount equal to all remaining scheduled interest payments on the outstanding convertible senior secured notes due 2024 through the interest payment date of June 1, 2023; and a bank account with funds to cover the Company’s self-funded employee health insurance. At September 30, 2021, the Company also held $0.3 million of restricted cash related to cash collateralized standby letters of credit in connection with obligations under facility leases and $12.1 million related to the escrow account for interest payments included in restricted cash non-current in the consolidated balance sheet due to the long-term nature of the letters of credit and interest payments. (see Note 10).

Inventory

The major classes of inventory were as follows:

(In thousands)

 

September 30, 2021

 

 

December 31, 2020

 

Raw materials

 

$

969

 

 

$

3,434

 

Work-in-progress

 

 

 

 

 

6,602

 

Finished goods

 

 

19,626

 

 

 

18,641

 

Total

 

$

20,595

 

 

$

28,677

 

The Company reviews inventory, including inventory purchase commitments, for slow moving or obsolete amounts based on expected product sales volume and provides reserves against the carrying amount of inventory as appropriate. On February 10, 2021, we completed the sale of our Chelsea, Massachusetts manufacturing operations to Catalent Pharma Solutions. In connection with the sale of the manufacturing operations, we transferred approximately $2.3 million of raw materials to Catalent (see Note 12). Additionally, in reviewing the inventory for slow moving or obsolete amounts we recorded a charge of $1.3 million for the remaining work-in-progress inventory that was scrapped or discarded during the nine-month period ended September 30, 2021.

Foreign Currency Translation

The functional currency of operations outside the United States of America is deemed to be the currency of the local country, unless otherwise determined that the United States dollar would serve as a more appropriate functional currency given the economic operations of the entity. Accordingly, the assets and liabilities of the Company’s foreign subsidiary, Biotie, are translated into United States dollars using the period-end exchange rate; income and expense items are translated using the average exchange rate during the period; and equity transactions are translated at historical rates. Cumulative translation adjustments are reflected as a separate component of equity. Foreign currency transaction losses and gains are recognized in the period incurred and are reported as other (expense) income, net in the statement of operations.

Segment and Geographic Information

The Company is managed and operated as one business which is focused on developing therapies that restore function and improve the lives of people with neurological disorders. The entire business is managed by a single management team that reports to the Chief Executive Officer, who is the chief operating decision maker. The Company does not operate separate lines of business with respect to any of its products or product candidates and the Company does not prepare discrete financial information with respect to separate products or product candidates or by location. Accordingly, the Company views its business as one reportable operating segment. Net product revenues reported are derived from the sales of Inbrija and Ampyra in the U.S. for the three and nine-month periods ended September 30, 2021 and 2020.

Impairment of Long-Lived Assets

The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful lives of its long-lived assets, including identifiable intangible assets subject to amortization and property plant and equipment, may warrant revision or that the carrying value of the assets may be impaired. Factors the Company considers important that could trigger an impairment review include significant changes in the use of any assets, changes in historical trends in operating performance, changes in projected operating performance, results of clinical trials, stock price,

loss of a major customer and significant negative economic trends.  The decline in the trading price of the Company’s common stock during the quarter ended June 30, 2021, and related decrease in the Company’s market capitalization, was determined to be a triggering event in connection with the Company’s review of the recoverability of its long-lived assets for the three-month period ended June 30, 2021. The Company performed a recoverability test as of June 30, 2021 using the undiscounted cash flows, which are the sum of the future undiscounted cash flows expected to be derived from the direct use of the long-lived assets to the carrying value of the long-lived assets. Estimates of future cash flows were based on the Company’s own assumptions about its own use of the long-lived assets. The cash flow estimation period was based on the long-lived assets’ estimated remaining useful life to the Company. After performing the recoverability test, the Company determined that the undiscounted cash flows exceeded the carrying value and the long-lived assets were not impaired. Changes in these assumptions and resulting valuations or further declines in our stock price could result in future long-lived asset impairment charges. Management will continue to monitor any changes in circumstances for indicators of impairment. Any write-downs are treated as permanent reductions in the carrying amount of the assets.

Liquidity

  The Company’s ability to meet its future operating requirements, repay its liabilities, and meet its other obligations are dependent upon a number of factors, including its ability to generate cash from product sales, reduce planned expenditures, and obtain additional financing. If the Company is unable to generate sufficient cash flow from the sale of its products, it will be required to adopt one or more alternatives, subject to the restrictions contained in the indenture governing its convertible senior secured notes due 2024, such as further reducing expenses, selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous and which are likely to be highly dilutive. Also, the Company’s ability to raise additional capital and repay or restructure its indebtedness will depend on the capital markets and its financial condition at such time, among other factors. In addition, financing may not be available when needed, at all, on terms acceptable to us or in accordance with the restrictions described above. As a result of these factors, the Company may not be able to engage in any of the alternative activities, or engage in such activities on desirable terms, which could harm the Company’s business, financial condition and results of operations, as well as result in a default on the Company’s debt obligations. If the Company is unable to take these actions, it may be forced to significantly alter its business strategy, substantially curtail its current operations, or cease operations altogether.

At September 30, 2021, the Company had $36.2 million of cash and cash equivalents, compared to $71.4 million at December 31, 2020. The Company’s September 30, 2021 cash and cash equivalents balance does not include restricted cash, currently held in escrow under the terms of its convertible senior secured notes due 2024, which may potentially be released from escrow if the Company pays interest on those notes using shares of its common stock. The Company incurred a net loss of $83.4 million for the nine-month period ended September 30, 2021.

Based on the Company’s cash and cash equivalents at September 30, 2021, and the Company’s obligations that are due within the next twelve months, management has concluded that there is no substantial doubt regarding the Company’s ability to meet its obligations within one year after the date the consolidated financial statements included in this report are issued.

Subsequent Events

Subsequent events are defined as those events or transactions that occur after the balance sheet date, but before the financial statements are filed with the Securities and Exchange Commission. The Company completed an evaluation of the impact of any subsequent events through the date these financial statements were issued, and determined there were no subsequent events that required disclosure or adjustment in these financial statements. 

Accounting Pronouncements Adopted

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The ASU enhances and simplifies various aspects of the income tax accounting guidance in ASC 740 and removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years with early adoption permitted. The Company adopted this guidance effective January 1, 2021. The adoption of this guidance did not have a significant impact on the consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments”: The amendments in this update are to clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2020-03 are not expected to have a significant effect on current accounting practices. The ASU improves various financial instrument topics in the Codification to increase stakeholder awareness of the amendments and to expedite the improvement process by making the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 with early application permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This update simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models which require separate accounting for embedded conversion features. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. ASU 2020-06 is effective for smaller reporting companies for fiscal periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The FASB is issuing this update to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements.

v3.21.2
Revenue
9 Months Ended
Sep. 30, 2021
Revenue From Contract With Customer [Abstract]  
Revenue

(3) Revenue

In accordance with ASC 606, the Company recognizes revenue when the customer obtains control of a promised good or service, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the good or service. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. We did not have any contract assets or any contract liabilities as of September 30, 2021 and 2020.

The following table disaggregates our revenue by major source. The Company’s Royalty Revenue set forth below relates to Fampyra royalties payable under the Company’s License and Collaboration Agreement with Biogen. See Note 9 for additional information on the Company’s related payment obligation to HealthCare Royalty Partners, or HCRP, in connection with a 2017 royalty purchase agreement with HCRP.

 

 

(In thousands)

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net product revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ampyra

$

20,026

 

 

$

27,343

 

 

$

62,035

 

 

$

73,546

 

Inbrija

 

7,804

 

 

 

5,833

 

 

 

19,240

 

 

 

14,901

 

Other

 

21

 

 

 

1,511

 

 

 

22

 

 

 

1,706

 

Total net product revenues

 

27,851

 

 

 

34,687

 

 

 

81,297

 

 

 

90,153

 

Milestone revenues

 

 

 

 

15,000

 

 

 

 

 

 

15,000

 

Royalty revenues

 

3,605

 

 

 

3,403

 

 

 

10,807

 

 

 

9,654

 

Total net revenues

$

31,456

 

 

$

53,090

 

 

$

92,104

 

 

$

114,807

 

 

v3.21.2
Share-based Compensation
9 Months Ended
Sep. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-based Compensation

(4) Share-based Compensation

During the three‑month periods ended September 30, 2021 and 2020, the Company recognized share-based compensation expense of $0.9 million and $2.5 million, respectively. During the nine-month periods ended September 30, 2021 and 2020, the Company recognized share-based compensation expense of $2.5 and $6.5 million, respectively. Activity in options and restricted stock during the nine-month period ended September 30, 2021 and related balances outstanding as of that date are reflected below. The weighted average fair value per share of options granted to employees for the three-month periods ended September 30, 2021 and 2020 were approximately $2.56 and $2.31, respectively. The weighted average fair value per share of options granted to employees for the nine-month periods ended September 30, 2021 and 2020 were approximately $2.58 and $3.96, respectively.

The following table summarizes share-based compensation expense included within the consolidated statements of operations:

 

 

 

For the three-month period ended September 30,

 

 

For the nine-month period ended September 30,

 

(In thousands)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Research and development expense

 

$

225

 

 

$

555

 

 

$

599

 

 

$

1,418

 

Selling, general and administrative expense

 

 

627

 

 

 

1,832

 

 

 

1,898

 

 

 

4,834

 

Cost of Sales

 

 

2

 

 

 

93

 

 

 

18

 

 

 

260

 

Total

 

$

854

 

 

$

2,480

 

 

$

2,515

 

 

$

6,512

 

 

A summary of share-based compensation activity for the nine-month period ended September 30, 2021 is presented below:

Stock Option Activity

 

 

 

Number of

Shares

(In thousands)

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Term

 

 

Intrinsic

Value

(In thousands)

 

Balance at January 1, 2021

 

 

1,331

 

 

$

127.13

 

 

 

 

 

 

 

 

 

Granted

 

 

61

 

 

 

3.78

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(309

)

 

 

109.27

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2021

 

 

1,083

 

 

$

125.27

 

 

 

4.2

 

 

$

43

 

Vested and expected to vest at

    September 30, 2021

 

 

1,082

 

 

$

125.33

 

 

 

4.2

 

 

$

42

 

Vested and exercisable at

    September 30, 2021

 

 

1,001

 

 

$

133.65

 

 

 

3.9

 

 

$

13

 

 

Restricted Stock and Performance Stock Unit Activity

 

(In thousands)

 

 

 

 

Restricted Stock and Performance Stock Units

 

Number of Shares

 

Nonvested at January 1, 2021

 

 

31

 

Granted

 

 

261

 

Vested

 

 

(97

)

Forfeited

 

 

(53

)

Nonvested at September 30, 2021

 

 

142

 

 

Unrecognized compensation cost for unvested stock options, restricted stock awards, and restricted stock units as of September 30, 2021 totaled $2.6 million and is expected to be recognized over a weighted average period of approximately 0.9 years.

During the three and nine‑month periods ended September 30, 2021, the Company did not make any repurchases of shares.

v3.21.2
Loss Per Share
9 Months Ended
Sep. 30, 2021
Earnings Per Share [Abstract]  
Loss Per Share

(5) Loss Per Share

The following table sets forth the computation of basic and diluted loss per share for the three and nine-month periods ended September 30, 2021 and 2020:

 

(In thousands, except per share data)

 

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Basic and diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)—basic

 

$

(27,071

)

 

$

7,347

 

 

$

(83,387

)

 

$

(16,546

)

Plus: Dilutive effect of convertible notes, net of tax

 

 

 

 

 

 

1,476

 

 

 

 

 

 

 

Net income (loss)—diluted

 

$

(27,071

)

 

$

8,823

 

 

$

(83,387

)

 

$

(16,546

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding used in

   computing net loss per share—basic

 

 

11,131

 

 

 

7,960

 

 

 

10,204

 

 

 

7,960

 

Plus: net effect of dilutive stock options and restricted

   common shares

 

 

 

 

 

19,740

 

 

 

 

 

 

 

Weighted average common shares outstanding used in

   computing net loss per share—diluted

 

 

11,131

 

 

 

27,700

 

 

 

10,204

 

 

 

7,960

 

Net income (loss) per share—basic

 

$

(2.43

)

 

$

0.92

 

 

$

(8.17

)

 

$

(2.08

)

Net income (loss) per share—diluted

 

$

(2.43

)

 

$

0.32

 

 

$

(8.17

)

 

$

(2.08

)

 

Securities that could potentially be dilutive are excluded from the computation of diluted loss per share when a loss from continuing operations exists or when the exercise price exceeds the average closing price of the Company’s common stock during the period, because their inclusion would result in an anti-dilutive effect on per share amounts.

The following amounts were not included in the calculation of net loss per diluted share because their effects were anti-dilutive:

 

(In thousands)

 

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options and restricted common shares

 

 

1,370

 

 

 

1,465

 

 

 

1,368

 

 

 

1,423

 

 

Performance share units are excluded from the calculation of net loss per diluted share as the performance criteria has not been met for the three and nine-month periods ended September 30, 2021 and 2020. The impact of the convertible senior notes was determined to be anti-dilutive and excluded from the calculation of net loss per diluted share for the three and nine-

month periods ended September 30, 2021. Additionally, for the three and nine month periods ended September 30, 2020, the impact of our outstanding convertible notes was determined to be dilutive and anti-dilutive, respectively.  

v3.21.2
Income Taxes
9 Months Ended
Sep. 30, 2021
Income Tax Disclosure [Abstract]  
Income Taxes

(6) Income Taxes

The Company’s effective income tax rate differs from the U.S. statutory rate primarily due to an increase in the valuation allowance and expense recorded on the equity forfeiture.

For the three-month periods ended September 30, 2021 and 2020, the Company recorded a benefit of $3.1 million and a provision of $(1.5) million for income taxes, respectively. The effective income tax rates for the Company for the three-month periods ended September 30, 2021 and 2020 were 10.2% and 16.6%, respectively. The variances in the effective tax rates for the three-month period ended September 30, 2021 as compared to the three-month period ended September 30, 2020 was due primarily to the valuation allowance recorded on deferred tax assets for which no tax benefit can be recognized and the benefit recorded on the net operating loss carryback under the CARES Act recorded at 21% to recover taxes paid at the previous statutory rate of 35%.

For the nine-month periods ended September 30, 2021 and 2020, the Company recorded a benefit of $6.8 million and a benefit of $5.0 million for income taxes, respectively. The effective income tax rates for the Company for the nine-month periods ended September 30, 2021 and 2020 were 7.53% and 23.1%, respectively. The variance in effective tax rates for the nine-month period ended September 30, 2021 as compared to the nine-month period ended September 30, 2020 was due primarily to the valuation allowance recorded on deferred tax assets for which no tax benefit can be recognized, forfeitures of equity based awards and the benefit recorded on the net operating loss carryback under the CARES Act recorded at 21% to recover taxes paid at the previous statutory rate of 35%.

The Company continues to evaluate the realizability of its deferred tax assets on a quarterly basis and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant tax authorities, the progress of ongoing tax audits and the regulatory approval of products currently under development. Any changes to the valuation allowance or deferred tax assets and liabilities in the future would impact the Company's income taxes.

The Company was notified during the first quarter of 2021 that it is being audited by the state of Massachusetts for the tax years 2018 and 2019. There have been no proposed adjustments at this stage of the examination.

The Company also has an ongoing state examination in New Jersey which for the tax periods, 2015 – 2018. There have been no proposed adjustments at this stage of the examination.  The Minnesota examinations for 2016 and 2017 were closed during the quarter with no changes.

v3.21.2
Fair Value Measurements
9 Months Ended
Sep. 30, 2021
Fair Value Disclosures [Abstract]  
Fair Value Measurements

(7) Fair Value Measurements

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates, exchange rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points for the asset or liability. The Company’s Level 1 assets consist of investments in a Treasury money market fund and U.S. government securities. The Company’s level 2 assets consist of investments in corporate bonds and commercial paper which are categorized as short-term investments for investments with original maturities between three months and one year. The Company’s Level 3 liabilities represent acquired contingent consideration related to the acquisition of Civitas which are valued using a probability weighted discounted cash flow valuation approach and derivative liabilities related to conversion options for the convertible senior notes due December 2024 which are valued using a binomial model. For assets and liabilities not accounted for at fair value, the carrying values of these accounts approximates their fair values at September 30, 2021, except for the fair value of the Company’s convertible senior notes due December 2024, which was approximately $167.7 million as of September 30, 2021. The Company estimates the fair value of its notes utilizing market quotations for the debt (Level 2).

 

(In thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Assets Carried at Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

12,192

 

 

$

 

 

$

 

Corporate bonds

 

 

 

 

 

 

 

 

 

Liabilities Carried at Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

Acquired contingent consideration

 

 

 

 

 

 

 

 

43,000

 

Derivative liability - conversion option

 

 

 

 

 

 

 

 

325

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Assets Carried at Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

36,693

 

 

$

 

 

$

 

Commercial paper

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

 

 

 

 

 

 

 

Liabilities Carried at Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

Acquired contingent consideration

 

 

 

 

 

 

 

 

48,200

 

Derivative liability - conversion option

 

 

 

 

 

 

 

 

1,193

 

 

The following table presents additional information about liabilities measured at fair value on a recurring basis and for which the Company utilizes Level 3 inputs to determine fair value.

Acquired contingent consideration

 

(In thousands)

 

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Acquired contingent consideration:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

41,200

 

 

$

70,000

 

 

$

48,200

 

 

$

80,300

 

Fair value change to contingent consideration

   included in the statement of operations

 

 

2,205

 

 

 

(23,608

)

 

 

(4,224

)

 

 

(33,455

)

Royalty payments

 

 

(405

)

 

 

(292

)

 

 

(976

)

 

 

(745

)

Balance, end of period

 

$

43,000

 

 

$

46,100

 

 

$

43,000

 

 

$

46,100

 

 

 

The Company estimates the fair value of its acquired contingent consideration using a probability weighted discounted cash flow valuation approach based on estimated future sales expected from Inbrija (levodopa inhalation powder), an FDA approved drug for the treatment of OFF periods in Parkinson’s disease. Using this approach, expected probability adjusted future cash flows are calculated over the expected life of the agreement and discounted to estimate the current value of the liability at the period end date. Some of the more significant assumptions made in the valuation include (i) the estimated revenue forecast for Inbrija, (ii) probabilities of success, and (iii) discount periods and rate. The milestone payments ranged from $1.0 million to $22.0 million for Inbrija. The discount rate used in the valuation was 20.5% for the three and nine-month periods ended September 30, 2021. The valuation is performed quarterly and changes in the fair value of the contingent consideration are included in the statement of operations. For the three and nine-month periods ended September 30, 2021 and 2020, changes in the fair value of the acquired contingent consideration were primarily due to updates to certain revenue and expense forecast assumptions.

The acquired contingent consideration is classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently observable in the market. If different assumptions were used for the various inputs to the valuation approach, including but not limited to, assumptions involving sales estimates for Inbrija and estimated discount rates, the estimated fair value could be significantly higher or lower than the fair value determined.

Derivative Liability-Conversion Option

The following table represents a reconciliation of the derivative liability recorded in connection with the issuance of the convertible senior secured notes due 2024:

(In thousands)

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Derivative Liability-Conversion Option

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

613

 

 

$

23,953

 

 

$

1,193

 

 

$

59,409

 

Fair value adjustment

 

(288

)

 

 

(4,864

)

 

 

(868

)

 

 

(40,320

)

Fair value re-classification to shareholder's equity

 

 

 

 

(18,257

)

 

 

 

 

 

(18,257

)

Balance, end of period

$

325

 

 

$

832

 

 

$

325

 

 

$

832

 

During 2019, a derivative liability was initially recorded as a result of the issuance of the 6.00% Convertible Senior Secured Notes due 2024 (see Note 10). The fair value measurement of the derivative liability is classified as Level 3 under the fair value hierarchy as it has been valued using certain unobservable inputs. These inputs include: (1) share price as of the valuation date, (2) assumed timing of conversion of the Notes, (3) historical volatility of the share price, and (4) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases or decreases in any of those inputs in isolation could result in a significantly lower or higher fair value measurement. The fair value of the derivative liability was determined using a binomial model that calculates the fair value of the Notes with the conversion feature as compared to the fair value of the Notes without the conversion feature, with the difference representing the value of the conversion feature, or the derivative liability. There are several embedded features within the Notes which, upon issuance, did not meet the conditions for equity classification. As a result, these features were aggregated together and recorded as a derivative liability conversion option. The derivative liability conversion feature is measured at fair value on a quarterly basis and changes in the fair value will be recorded in the consolidated statement of operations. The Company received stockholder approval on August 28, 2020 to increase the number of authorized shares of the Company’s common stock from 13,333,333 shares to 61,666,666 shares. As a result of the share approval, the Company determined that multiple embedded conversion options met the conditions for equity classification. The Company performed a valuation of these conversion options as of September 17, 2020, which was the date the Company completed certain securities registration obligations. The resulting fair value of these conversion options was calculated to be  $18.3 million which was reclassified to equity and presented in the statement of stockholder’s equity as of September 30, 2020 net of the $4.4 million tax impact. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The Company performed a valuation of the derivative liability related to certain embedded conversion features that are precluded from equity classification. The fair value of these conversion features was calculated to be $0.3 million as of September 30, 2021. Key inputs used in the calculation of the fair value include stock price, volatility, risky (bond) rate, and the last observed bond price during the nine-month period ended September 30, 2021.

v3.21.2
Investments
9 Months Ended
Sep. 30, 2021
Investments Debt And Equity Securities [Abstract]  
Investments

(8) Investments

There were no available-for-sale investments at September 30, 2021 and December 31, 2020, respectively. 

Short-term investments with maturities of three months or less from date of purchase have been classified as cash equivalents, and amounted to approximately $12.2 million and $36.7 million as of September 30, 2021 and December 31, 2020, respectively. There were no short-term investments will original maturities of greater than 3 months but less than 1 year as of September 30, 2021 and December 31, 2020, respectively. Additionally, there were no short-term investments in an unrealized loss position as of September 30, 2021 and December 31, 2020, respectively. Long-term investments have original maturities of greater than 1 year. There were no investments classified as long-term at September 30, 2021 or December 31, 2020. The Company has determined that there were no other-than-temporary declines in the fair values of its investments as of September 30, 2021 as the Company does not intend to sell its investments and it is not more likely than not that the Company will be required to sell its investments prior to the recovery of its amortized cost basis.

Unrealized holding gains and losses, which relate to debt instruments, are reported within accumulated other comprehensive income (AOCI) in the statements of comprehensive income. There were no changes in AOCI associated with unrealized holding gains or losses on available-for-sale investments during the nine-month period ended September 30, 2021.  

v3.21.2
Liability Related to Sale of Future Royalties
9 Months Ended
Sep. 30, 2021
Deferred Revenue Disclosure [Abstract]  
Liability Related to Sale of Future Royalties

(9) Liability Related to Sale of Future Royalties

As of October 1, 2017, the Company completed a royalty purchase agreement with HealthCare Royalty Partners, or HCRP (“Royalty Agreement”). In exchange for the payment of $40 million to the Company, HCRP obtained the right to receive Fampyra royalties payable by Biogen under the License and Collaboration Agreement between the Company and Biogen, up to an agreed upon threshold of royalties. When this threshold is met, if ever, the Fampyra royalty revenue will revert back to the Company and the Company will continue to receive the Fampyra royalty revenue from Biogen until the revenue stream ends (see Note 3). The transaction does not include potential future milestones to be paid.

The Company maintained the rights under the license and collaboration agreement with Biogen, therefore, the Royalty Agreement has been accounted for as a liability that will be amortized using the effective interest method over the life of the arrangement, in accordance with the relevant accounting guidance. The Company recorded the receipt of the $40 million payment from HCRP and established a corresponding liability in the amount of $40 million, net of transaction costs of approximately $2.2 million. The net liability is classified between the current and non-current portion of liability related to the sale of future royalties in the consolidated balance sheets based on the recognition of the interest and principal payments to be received by HCRP in the next 12 months from the financial statement reporting date. The total net royalties to be paid, less the net proceeds received will be recorded to interest expense using the effective interest method over the life of the Royalty Agreement. The Company will estimate the payments to be made to HCRP over the term of the Agreement based on forecasted royalties and will calculate the interest rate required to discount such payments back to the liability balance. Over the course of the Royalty Agreement, the actual interest rate will be affected by the amount and timing of net royalty revenue recognized and changes in forecasted revenue. On a quarterly basis, the Company will reassess the effective interest rate and adjust the rate prospectively as necessary.

The following table shows the activity within the liability account for September 30, 2021 and December 31, 2020, respectively:

 

(In thousands)

 

September 30, 2021

 

 

December 31, 2020

 

Liability related to sale of future royalties - beginning balance

 

$

15,257

 

 

$

24,401

 

Deferred transaction costs amortized

 

 

193

 

 

 

401

 

Non-cash royalty revenue payable to HCRP

 

 

(8,889

)

 

 

(11,486

)

Non-cash interest expense recognized

 

 

891

 

 

 

1,941

 

Liability related to sale of future royalties - ending balance

 

$

7,452

 

 

$

15,257

 

 

 

 

 

 

 

 

 

 

 

 

v3.21.2
Debt
9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Debt

(10) Debt

Convertible Senior Secured Notes Due 2024

On December 24, 2019, the Company completed the private exchange of $276.0 million aggregate principal amount of then-outstanding 1.75% Convertible Senior Notes due 2021 (the “2021 Notes”) for a combination of newly-issued 6.00% Convertible Senior Secured Notes due 2024 (the “2024 Notes”) and cash. For each $1,000 principal amount of exchanged 2021 Notes, the Company issued $750 principal amount of the 2024 Notes and made a cash payment of $200 (the “Exchange”). In the aggregate, the Company issued approximately $207.0 million aggregate principal amount of the 2024 Notes and paid approximate $55.2 million in cash to participating holders. The Exchange was conducted with a limited number of institutional holders of the 2021 Notes pursuant to Exchange Agreements dated as of December 20, 2019 (each, an “Exchange Agreement”).

The 2024 Notes were issued pursuant to an Indenture, dated as of December 23, 2019, among the Company, its wholly owned subsidiary, Civitas Therapeutics, Inc. (along with any domestic subsidiaries acquired or formed after the date of issuance, the “Guarantors”), and Wilmington Trust, National Association, as trustee and collateral agent (the “2024 Indenture”). The 2024 Notes are senior obligations of the Company and the Guarantors, secured by a first priority security interest in substantially all of the assets of the Company and the Guarantors, subject to certain exceptions described in the Security Agreement, dated as of December 23, 2019, between the grantors party thereto and Wilmington Trust, National Association, as collateral agent (the “Security Agreement”).

The 2024 Notes will mature on December 1, 2024 unless earlier converted in accordance with their terms prior to such date. Interest on the 2024 Notes is payable semi-annually in arrears at a rate of 6.00% per annum on each June 1 and December 1, beginning on June 1, 2020. The Company may elect to pay interest in cash or shares of the Company’s common stock, subject to the satisfaction of certain conditions. If the Company elects to pay interest in shares of common stock, such common stock will have a per share value equal to 95% of the daily volume-weighted average price for the 10 trading days ending on and including the trading day immediately preceding the relevant interest payment date. In June 2021, the Company issued 1,635,833 shares of common stock in satisfaction of the interest payable to holders of the 2024 Notes on June 1, 2021. In connection with this stock-based interest payment approximately $6.2 million of accrued interest was released from restricted cash and became available to the Company for other purposes.

The 2024 Notes are convertible at the option of the holder into shares of common stock of the Company at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The adjusted conversion rate for the 2024 Notes is 47.6190 shares of the Company’s common stock per $1,000 principal amount of 2024 Notes, representing an adjusted conversion price of approximately $21.00 per share of common stock. The conversion rate was adjusted to reflect the 1-for-6 reverse stock split effected on December 31, 2020 and is subject to additional adjustments in certain circumstances as described in the 2024 Indenture.

The Company may elect to settle conversions of the 2024 Notes in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. Holders who convert their 2024 Notes prior to June 1, 2023 (other than in connection with a make-whole fundamental change) will also be entitled to an interest make-whole payment equal to the sum of all regularly scheduled stated interest payments, if any, due on such 2024 Notes on each interest payment date occurring after the conversion date for such conversion and on or before June 1, 2023. In addition, the Company will have the right to cause all 2024 Notes then outstanding to be converted automatically if the volume-weighted average price per share of the Company’s common stock equals or exceeds 130% of the adjusted conversion price for a specified period of time and certain other conditions are satisfied.

Holders of the 2024 Notes will have the right, at their option, to require the Company to purchase their 2024 Notes if a fundamental change (as defined in the 2024 Indenture) occurs, in each case, at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. If a make-whole fundamental change occurs, as described in the 2024 Indenture, and a holder elects to convert its 2024 Notes in connection with such make-whole fundamental change, such holder may be entitled to an increase in the adjusted conversion rate as described in the 2024 Indenture.

Subject to a number of exceptions and qualifications, the 2024 Indenture restricts the ability of the Company and certain of its subsidiaries to, among other things, (i) pay dividends or make other payments or distributions on their capital stock, or purchase, redeem, defease or otherwise acquire or retire for value any capital stock, (ii) make certain investments, (iii) incur indebtedness or issue preferred stock, other than certain forms of permitted debt, which includes, among other

items, indebtedness incurred to refinance the 2021 Notes, (iv) create liens on their assets, (v) sell their assets, (vi) enter into certain transactions with affiliates or (vii) merge, consolidate or sell of all or substantially all of their assets. The 2024 Indenture also requires the Company to make an offer to repurchase the 2024 Notes upon the occurrence of certain asset sales.

The 2024 Indenture provides that a number of events will constitute an event of default, including, among other things, (i) a failure to pay interest for 30 days, (ii) failure to pay the 2024 Notes when due at maturity, upon any required repurchase, upon declaration of acceleration or otherwise, (iii) failure to convert the 2024 Notes in accordance with the 2024 Indenture and the failure continues for five business days, (iv) not issuing certain notices required by the 2024 Indenture within a timely manner, (v) failure to comply with the other covenants or agreements in the 2024 Indenture for 60 days following the receipt of a notice of non-compliance, (vi) a default or other failure by the Company to make required payments under other indebtedness of the Company or certain subsidiaries having an outstanding principal amount of $30.0 million or more, (vii) failure by the Company or certain subsidiaries to pay final judgments aggregating in excess of $30.0 million, (viii) certain events of bankruptcy or insolvency and (ix) the commercial launch in the United States of a product determined by the U.S. FDA to be bioequivalent to Inbrija. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding 2024 Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2024 Notes may declare all the notes to be due and payable immediately.

The 2021 Notes received by the Company in the Exchange were cancelled in accordance with their terms. Accordingly, upon completion of the Exchange, $69.0 million of the 2021 Notes remained outstanding.

The Company determined that the exchange of the 2021 Notes for 2024 Notes qualified for a debt extinguishment and recognized a gain on extinguishment of $55.1 million for the year ended December 31, 2019, representing the difference between the fair value of the liability component immediately before the exchange and the carrying value of the debt. The Company recorded an adjustment of $38.4 million to additional paid-in capital to adjust the equity component of 2021 Notes in connection with the extinguishment.

The Company assessed all terms and features of the 2024 Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the 2024 Notes, including the conversion, put and call features. The Company concluded the conversion features required bifurcation as a derivative. The fair value of the conversion feature derivative was determined based on the difference between the fair value of the 2024 Notes with the conversion options and the fair value of the 2024 Notes without the conversion options using a binomial model. The Company determined that the fair value of the derivative upon issuance of the 2024 Notes was $59.4 million and recorded this amount as a derivative liability with an offsetting amount as a debt discount as a reduction to the carrying value of the 2024 Notes on the closing date, or December 24, 2019. There are several embedded features within the 2024 Notes which, upon issuance, did not meet the conditions for equity classification. As a result, these features were aggregated together and recorded as the derivative liability conversion option. The conversion feature is measured at fair value on a quarterly basis and the changes in the fair value of the conversion feature for the period will be recognized in the consolidated statements of operations.   

The Company received stockholder approval on August 28, 2020 to increase the number of authorized shares of the Company’s common stock from 13,333,333 shares to 61,666,666 shares. As a result of the share approval, the Company determined that multiple embedded conversion options met the conditions for equity classification. The Company performed a valuation of these conversion options as of September 17, 2020, which was the date the Company completed certain securities registration obligations. The resulting fair value of these conversion options was $18.3 million, which was reclassified to equity and presented in the statement of stockholder’s equity as of September 30, 2020, net of the $4.4 million tax impact. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The Company performed a valuation of the derivative liability related to certain embedded conversion features that are precluded from equity classification. The fair value of these conversion features was calculated to be $0.3 million representing a decrease of $0.9 million that is recognized in the consolidated statement of operations for the nine-month period ended September 30, 2021.

The outstanding 2024 Note balances as of September 30, 2021 and December 31, 2020 consisted of the following:

 

(In thousands)

 

September 30, 2021

 

 

December 31, 2020

 

Liability component:

 

 

 

 

 

 

 

 

Principal

 

 

207,000

 

 

$

207,000

 

Less: debt discount and debt issuance costs, net

 

 

(59,553

)

 

 

(69,381

)

Net carrying amount

 

$

147,447

 

 

$

137,619

 

Equity component

 

$

18,257

 

 

$

18,257

 

Derivative liability-conversion option

 

$

325

 

 

$

1,193

 

 

The Company determined that the expected life of the 2024 Notes was equal to the period through December 1, 2024 as this represents the point at which the 2024 Notes will mature unless earlier converted in accordance with their terms prior to such date. Accordingly, the total debt discount of $75.1 million, inclusive of the fair value of the embedded conversion feature derivative at issuance, is being amortized using the effective interest method through December 1, 2024. For the three and nine-month periods ended September 30, 2021, the Company recognized $6.5 million and $19.1 million, respectively, of interest expense related to the 2024 Notes at the effective interest rate of 18.1%. The fair value of the Company’s 2024 Notes was approximately $167.7 million as of September 30, 2021.

In connection with the issuance of the 2024 Notes, the Company incurred approximately $5.7 million of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees, and allocated these costs to the liability component and recorded as a reduction in the carrying amount of the debt liability on the balance sheet. The portion allocated to the 2024 Notes is amortized to interest expense over the expected life of the 2024 Notes using the effective interest method.

The following table sets forth total interest expense recognized related to the 2024 Notes for the three and nine-month periods ended September 30, 2021 and 2020:

 

(In thousands)

 

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Contractual interest expense

 

$

3,105

 

 

$

3,105

 

 

$

9,315

 

 

$

9,315

 

Amortization of debt issuance costs

 

 

243

 

 

 

204

 

 

 

698

 

 

 

585

 

Amortization of debt discount

 

 

3,179

 

 

 

2,663

 

 

 

9,130

 

 

 

7,647

 

Total interest expense

 

$

6,527

 

 

$

5,972

 

 

$

19,143

 

 

$

17,547

 

 

Convertible Senior Notes Due 2021

On June 17, 2014, the Company issued $345 million aggregate principal amount of 1.75% Convertible Senior Notes due 2021 (the “2021 Notes”). On December 24, 2019, the Company completed the private exchange of $276.0 million aggregate principal amount of then-outstanding 2021 Notes for a combination of newly-issued 6.00% Convertible Senior Secured Notes due 2024 and cash. The 2021 Notes received by the Company in the exchange were cancelled in accordance with their terms. Accordingly, upon completion of the exchange, $69.0 million of the 2021 Notes remained outstanding. On June 15, 2021, the Company repaid the outstanding balance of the 2021 Notes at their maturity date using cash on hand.            

In accounting for the issuance of the 2021 Notes, the Company separated the 2021 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2021 Notes as a whole. The equity component is not re-measured as long as it continues to meet the conditions for equity classification.

The outstanding 2021 Note balances as of September 30, 2021 and December 31, 2020 consisted of the following:

 

(In thousands)

 

September 30, 2021

 

 

December 31, 2020

 

Liability component:

 

 

 

 

 

 

 

 

Principal

 

$

 

 

$

69,000

 

Less: debt discount and debt issuance costs, net

 

 

 

 

 

(1,029

)

Net carrying amount

 

$

 

 

$

67,971

 

Equity component

 

$

 

 

$

22,791

 

 

In connection with the issuance of the 2021 Notes, the Company incurred approximately $7.5 million of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees, and allocated these costs to the liability and equity components based on the allocation of the proceeds. Of the total $7.5 million of debt issuance costs, $1.3 million were allocated to the equity component and recorded as a reduction to additional paid-in capital and $6.2 million were allocated to the liability component and recorded as a reduction in the carrying amount of the debt liability on the balance sheet. The portion allocated to the liability component is amortized to interest expense over the expected life of the 2021 Notes using the effective interest method. The Company wrote off $1.2 million of issuance cost associated with the exchange of the 2021 Notes.  

On June 15, 2021, the Company repaid the outstanding balance of the 2021 Notes at their maturity date using cash on hand.  The effective interest rate on the liability component was approximately 4.8% for the period from the date of issuance through June 15, 2021.  

The following table sets forth total interest expense recognized related to the 2021 Notes for the three and nine-month periods ended September 30, 2021 and 2020:

 

(In thousands)

 

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Contractual interest expense

 

$

 

 

$

302

 

 

$

428

 

 

$

906

 

Amortization of debt issuance costs

 

 

 

 

 

50

 

 

 

95

 

 

 

150

 

Amortization of debt discount

 

 

 

 

 

495

 

 

 

934

 

 

 

1,467

 

Total interest expense

 

$

 

 

$

847

 

 

$

1,457

 

 

$

2,523

 

 

v3.21.2
Leases
9 Months Ended
Sep. 30, 2021
Leases [Abstract]  
Leases

(11) Leases

In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases.

The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. Our leases have remaining lease terms of 0.75 year to 5.25 years. The Company has exercised the option to terminate the Ardsley lease with a termination date of June 22, 2022.    

Operating Leases

We lease certain office and lab space under arrangements classified as leases under ASC 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.    

Ardsley, New York

In June 2011, the Company entered into a 15-year lease for an aggregate of approximately 138,000 square feet of office and laboratory space in Ardsley, New York. In 2014, the Company exercised its option to expand into an additional 25,405 square feet of office space, which the Company occupied in January 2015. On September 17, 2021, the Company sent the landlord of the Ardsley lease notice of exercise of the Company’s early termination option (the “Early Termination Option”) under the lease. Pursuant to the Early Termination Option, the lease will terminate on June 22, 2022 (the “Early Termination Date”), subject to the conditions that (a) on the last business day before the Early Termination Date, the Company pays an early termination fee of approximately $4.7 million, (b) on the day immediately prior to the Early Termination Date, the Company is not in “Default” under the Lease beyond applicable cure periods, and (c) as of the Early Termination Date, the Company has complied with its end-of-term obligations.     

The Ardsley lease provides for monthly payments of rent during the lease term. These payments consist of base rent, which takes into account the costs of the facility improvements funded by the facility owner prior to the Company’s occupancy, and additional rent covering customary items such as charges for utilities, taxes, operating expenses, and other facility fees and charges. The base rent is currently $5.0 million per year, which reflects an annual 2.5% escalation factor.   

Chelsea, Massachusetts

Our Civitas subsidiary leased a manufacturing facility in Chelsea, Massachusetts which we used to manufacture Inbrija through February 10, 2021. Civitas leased this facility from North River Everett Ave, LLC pursuant to a lease with a term that expires on December 31, 2025, and Civitas had two additional extension options of five years each.  On February 10, 2021, the Company completed the sale of its Chelsea manufacturing operations to Catalent Pharma Solutions. In connection with the sale, Civitas assigned the lease of the Chelsea facility to a Catalent affiliate (see Note 12).

  In 2018, the Company initiated a renovation and expansion of a building within the Chelsea manufacturing facility that increased the size of the facility to approximately 95,000 square feet. The project added a new manufacturing production line for Inbrija and other ARCUS products that has greater capacity than the existing manufacturing line, and created additional warehousing space for manufactured product. All costs to renovate and expand the facility through the date of assignment were borne by the Company. Catalent is now responsible for finalizing the expansion, including obtaining needed regulatory approvals.

Additional Facilities

In October 2016, we entered into a 10-year lease agreement with a term commencing January 1, 2017, for approximately 26,000 square feet of lab and office space in Waltham, MA. The lease provides for monthly rental payments over the lease term. The base rent under the lease is currently $1.1 million per year.

Our leases have remaining lease terms of 0.75 year to 5.25 years, which reflects the exercise of the early termination of our Ardsley, NY lease as described above. The calculation of the lease liability reflects the exercise of the Ardsley early termination option as described above. The weighted-average remaining lease term for our operating leases was 2.6 years at September 30, 2021. The weighted-average discount rate was 7.13% at September 30, 2021.

ROU assets and lease liabilities related to our operating leases are as follows:

 

(In thousands)

 

Balance Sheet Classification

 

September 30, 2021

 

 

December 31, 2020

 

Right-of-use assets

 

Right of use assets

 

$

7,861

 

 

$

18,481

 

Current lease liabilities

 

Current portion of lease liabilities

 

 

9,316

 

 

 

7,944

 

Non-current lease liabilities

 

Non-current portion of lease liabilities

 

 

4,287

 

 

 

17,200

 

 

 

We have lease agreements that contain both lease and non-lease components. We account for lease components together with non-lease components (e.g., common-area maintenance). The components of lease costs were as follows:

 

(In thousands)

 

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Operating lease cost

 

$

1,600

 

 

$

1,775

 

 

$

4,593

 

 

$

5,572

 

Variable lease cost

 

 

948

 

 

 

1,052

 

 

 

3,283

 

 

 

2,687

 

Short-term lease cost

 

 

339

 

 

 

443

 

 

 

829

 

 

 

1,248

 

Total lease cost

 

$

2,887

 

 

$

3,270

 

 

$

8,705

 

 

$

9,507

 

 

Future minimum commitments under all non-cancelable operating leases are as follows:

 

(In thousands)

 

 

 

 

2021 (excluding the nine months ended September 30, 2021)

 

$

1,553

 

2022

 

 

8,354

 

2023

 

 

1,216

 

2024

 

 

1,252

 

2025

 

 

1,290

 

Later years

 

 

1,327

 

Total lease payments

 

 

14,992

 

Less: Imputed interest

 

 

(1,389

)

Present value of lease liabilities

 

$

13,603

 

 

Supplemental cash flow information related to our operating leases are as follows:

 

(In thousands)

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Operating cash flow information:

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

4,605

 

 

$

5,818

 

 

v3.21.2
Disposal of Assets
9 Months Ended
Sep. 30, 2021
Property Plant And Equipment [Abstract]  
Disposal of Assets

(12) Disposal of Assets

On January 12, 2021 the Company and Catalent entered into an asset purchase agreement, pursuant to which the Company agreed to sell to Catalent certain assets related to the Company’s manufacturing operations located at the facilities situated in Chelsea, Massachusetts (the “Chelsea Facility”) and Waltham, Massachusetts (the “Waltham Facility”), for a purchase price of $80 million, plus an additional $2.3 million for raw materials transferred, and the assumption by Catalent of certain liabilities relating to such manufacturing activities. The Company determined that the criterion to classify the property and equipment and prepaid expenses related to the Chelsea manufacturing operations as assets held for sale within the Company’s consolidated balance effective December 31, 2020 were met. Accordingly, the assets were classified as current assets held for sale at December 31, 2020 as the Company, at that time, expected to divest the Chelsea manufacturing operations within the next twelve months.

The classification to assets held for sale impacted the net book value of the assets expected to be transferred upon sale. The estimated fair value of the Chelsea manufacturing operations was determined using the purchase price in the purchase agreement along with estimated broker, accounting, legal, and other selling expenses, which resulted in a fair value less costs to sell of approximately $71.8 million. The carrying value of the assets classified as held for sale was approximately $129.7 million, which included property and equipment of $129.6 million and prepaid expenses of $0.1 million. The Company recorded a loss on assets held for sale of $57.9 million against the Chelsea manufacturing operations as of December 31, 2020. Additionally, the expected divestiture of the Chelsea Facility group was not deemed to represent a fundamental strategic shift that would have a major effect on the Company’s operations, and accordingly, the operating results of the Chelsea manufacturing operations were not reported as discontinued operations in the Company’s consolidated statement of income as of December 31, 2020.

The Company closed the transaction on February 10, 2021. In addition to the property and equipment, prepaid expenses, and raw materials, the Company also assigned the lease of the Chelsea Facility to a Catalent affiliate, which had a net carrying value of $(0.5) million as of the close date. During the three-month period ended March 31, 2021, the Company recorded a gain on disposal of approximately $0.5 million based on the net assets transferred and final net proceeds received at the close.

v3.21.2
Corporate Restructuring
9 Months Ended
Sep. 30, 2021
Restructuring And Related Activities [Abstract]  
Corporate Restructuring

(13) Corporate Restructuring

In January 2021 and September 2021, we announced corporate restructurings to reduce costs, more closely align operating expenses with expected revenue, and focus our resources on Inbrija. As part of the January 2021 restructuring, we reduced headcount by approximately 16% through a reduction in force (excluding the employees that transferred to Catalent at the closing of the sale of our Chelsea manufacturing operations). All of the reduction in personnel in connection with the January 2021 restructuring took place during the three-month period ended March 31, 2021. As part of the September 2021 restructuring, we reduced headcount by approximately 15% through a reduction in force. Most of this reduction in force took place in September 2021, and it will be completed in the first quarter of 2022.

During the nine-month period ended September 30, 2021, the Company incurred $4.6 million of restructuring charges, substantially all of which were cash expenditures for severance and other employee separation-related costs. Of the restructuring charges, $0.6 million were recorded in research and development expenses and $4.0 million were recorded in selling, general and administrative expenses for the nine-month period ended September 30, 2021.

A summary of the restructuring charges for the nine-month period ended September 30, 2021 is as follows:

(In thousands)

 

Restructuring Costs

 

Restructuring Liability as of December 31, 2020

 

$

 

Q1 Restructuring Costs

 

 

2,124

 

Q1 Restructuring Payments

 

 

(1,891

)

Restructuring Liability as of March 31, 2021

 

$

233

 

Q2 Restructuring Costs

 

 

27

 

Q2 Restructuring Payments

 

 

(128

)

Restructuring Liability as of June 30, 2021

 

$

132

 

Q3 Restructuring Costs

 

 

2,432

 

Q3 Restructuring Payments

 

 

(882

)

Restructuring Liability as of September 30, 2021

 

$

1,682

 

 

v3.21.2
Commitments and Contingencies
9 Months Ended
Sep. 30, 2021
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

(14) Commitments and Contingencies

On November 9, 2020, Drug Royalty III, L.P., and LSRC III S.ar.l. (collectively, “DRI”) filed an arbitration claim against us with the American Arbitration Association under a September 26, 2003 License Agreement that we originally entered into with Rush-Presbyterian St. Luke’s Medical Center (“Rush”). DRI previously purchased license royalty rights under the license agreement from Rush. DRI alleges a dispute over the last-to-expire patent covering sales of the drug Ampyra under the license agreement, and is claiming damages based on unpaid license royalties of $6 million plus interest. We believe we have valid defenses against this claim and intend to defend ourselves vigorously. While the Company is unable to determine the ultimate outcome of the dispute, and believes it has valid defenses and intends to defend itself vigorously, the Company determined that it is probable that the Company may incur a liability related to the dispute which the Company estimated could be $2 million, inclusive of its legal costs. The Company recorded a liability of $2 million for the year ended December 31, 2020 related to the dispute, however, the Company notes that depending upon the ultimate outcome of the dispute, the potential liability could be more or less than the amount recorded. As of September 30, 2021, the Company continues to believe that the recorded liability established as of December 31, 2020 is appropriate.

In addition to the arbitration described above, from time to time the Company is involved in litigation or other legal proceedings relating to claims arising out of operations in the normal course of business. The Company has assessed all litigation and legal proceedings and does not believe that it is probable that a liability has been incurred or that the amount of any potential liability or range of losses can be reasonably estimated. As a result, the Company did not record any loss contingencies for these other matters. Litigation expenses are expensed as incurred.

On February 10, 2021, we sold our Chelsea manufacturing operations to Catalent Pharma Solutions. In connection with the sale, we entered into a long-term, global manufacturing services (supply) agreement with a Catalent affiliate pursuant to which they have agreed to manufacture Inbrija for us at the Chelsea facility. The manufacturing services agreement provides that Catalent will manufacture Inbrija (levodopa inhalation powder), to our specifications, and we will purchase Inbrija exclusively from Catalent during the term of the manufacturing services agreement; provided that such exclusivity requirement will not apply to Inbrija intended for sale in China. Under our agreement with Catalent, we are obligated to make minimum purchase commitments for Inbrija through the expiration of the agreement on December 31, 2030. During the three and nine-month periods ended September 30, 2021, the Company incurred approximately $4.0 million and $10.2 million, respectively, of minimum purchase commitments with Catalent, which are recognized as cost of sales within the Company’s consolidated statement of operations for the period. As of September 30, 2021, the minimum remaining purchase commitment to Catalent was $4.0 million through December 31, 2021, and $18.0 million annually each year thereafter.

v3.21.2
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

On December 31, 2020, we filed an amendment to our Certificate of Incorporation which effected, as of 4:01 p.m. Eastern Time on December 31, 2020, a 1-for-6 reverse stock split of the shares of our outstanding common stock and proportionate reduction in the number of authorized shares of our common stock from 370,000,000 to 61,666,666. Our common stock began trading on a split-adjusted basis on The Nasdaq Global Select Market commencing upon market open on January 4, 2021. The common stock continued to trade under the symbol “ACOR” after the reverse stock split became effective. The reverse stock split applied equally to all outstanding shares of the common stock and did not modify the rights or preferences of the common stock. As such, all figures in this report relating to shares of our common stock (such as share amounts, per share amounts, and conversion rates and prices), including in the financial statements and accompanying notes to the financial statements, have been retroactively restated to reflect the 1-for-6 reverse stock split of our common stock.

Restricted Cash

Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same amounts shown in the statement of cash flows:

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

(In thousands)

Beginning of period

 

 

End of period

 

 

Beginning of period

 

 

End of period

 

Cash and cash equivalents

$

71,369

 

 

$

36,168

 

 

$

62,085

 

 

$

57,910

 

Restricted cash

 

12,917

 

 

 

13,353

 

 

 

12,836

 

 

 

13,200

 

Restricted cash non-current

 

18,609

 

 

 

12,399

 

 

 

30,270

 

 

 

24,819

 

Total Cash, cash equivalents and restricted cash per statement of cash flows

$

102,895

 

 

$

61,920

 

 

$

105,191

 

 

$

95,929

 

 

 

Restricted cash represents an escrow account with funds to maintain the interest payments for an amount equal to all remaining scheduled interest payments on the outstanding convertible senior secured notes due 2024 through the interest payment date of June 1, 2023; and a bank account with funds to cover the Company’s self-funded employee health insurance. At September 30, 2021, the Company also held $0.3 million of restricted cash related to cash collateralized standby letters of credit in connection with obligations under facility leases and $12.1 million related to the escrow account for interest payments included in restricted cash non-current in the consolidated balance sheet due to the long-term nature of the letters of credit and interest payments. (see Note 10).

Inventory

Inventory

The major classes of inventory were as follows:

(In thousands)

 

September 30, 2021

 

 

December 31, 2020

 

Raw materials

 

$

969

 

 

$

3,434

 

Work-in-progress

 

 

 

 

 

6,602

 

Finished goods

 

 

19,626

 

 

 

18,641

 

Total

 

$

20,595

 

 

$

28,677

 

The Company reviews inventory, including inventory purchase commitments, for slow moving or obsolete amounts based on expected product sales volume and provides reserves against the carrying amount of inventory as appropriate. On February 10, 2021, we completed the sale of our Chelsea, Massachusetts manufacturing operations to Catalent Pharma Solutions. In connection with the sale of the manufacturing operations, we transferred approximately $2.3 million of raw materials to Catalent (see Note 12). Additionally, in reviewing the inventory for slow moving or obsolete amounts we recorded a charge of $1.3 million for the remaining work-in-progress inventory that was scrapped or discarded during the nine-month period ended September 30, 2021.

Foreign Currency Translation

Foreign Currency Translation

The functional currency of operations outside the United States of America is deemed to be the currency of the local country, unless otherwise determined that the United States dollar would serve as a more appropriate functional currency given the economic operations of the entity. Accordingly, the assets and liabilities of the Company’s foreign subsidiary, Biotie, are translated into United States dollars using the period-end exchange rate; income and expense items are translated using the average exchange rate during the period; and equity transactions are translated at historical rates. Cumulative translation adjustments are reflected as a separate component of equity. Foreign currency transaction losses and gains are recognized in the period incurred and are reported as other (expense) income, net in the statement of operations.

Segment and Geographic Information

Segment and Geographic Information

The Company is managed and operated as one business which is focused on developing therapies that restore function and improve the lives of people with neurological disorders. The entire business is managed by a single management team that reports to the Chief Executive Officer, who is the chief operating decision maker. The Company does not operate separate lines of business with respect to any of its products or product candidates and the Company does not prepare discrete financial information with respect to separate products or product candidates or by location. Accordingly, the Company views its business as one reportable operating segment. Net product revenues reported are derived from the sales of Inbrija and Ampyra in the U.S. for the three and nine-month periods ended September 30, 2021 and 2020.

Impairment Or Disposal Of Long Lived Assets

Impairment of Long-Lived Assets

The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful lives of its long-lived assets, including identifiable intangible assets subject to amortization and property plant and equipment, may warrant revision or that the carrying value of the assets may be impaired. Factors the Company considers important that could trigger an impairment review include significant changes in the use of any assets, changes in historical trends in operating performance, changes in projected operating performance, results of clinical trials, stock price,

loss of a major customer and significant negative economic trends.  The decline in the trading price of the Company’s common stock during the quarter ended June 30, 2021, and related decrease in the Company’s market capitalization, was determined to be a triggering event in connection with the Company’s review of the recoverability of its long-lived assets for the three-month period ended June 30, 2021. The Company performed a recoverability test as of June 30, 2021 using the undiscounted cash flows, which are the sum of the future undiscounted cash flows expected to be derived from the direct use of the long-lived assets to the carrying value of the long-lived assets. Estimates of future cash flows were based on the Company’s own assumptions about its own use of the long-lived assets. The cash flow estimation period was based on the long-lived assets’ estimated remaining useful life to the Company. After performing the recoverability test, the Company determined that the undiscounted cash flows exceeded the carrying value and the long-lived assets were not impaired. Changes in these assumptions and resulting valuations or further declines in our stock price could result in future long-lived asset impairment charges. Management will continue to monitor any changes in circumstances for indicators of impairment. Any write-downs are treated as permanent reductions in the carrying amount of the assets.

Liquidity

Liquidity

  The Company’s ability to meet its future operating requirements, repay its liabilities, and meet its other obligations are dependent upon a number of factors, including its ability to generate cash from product sales, reduce planned expenditures, and obtain additional financing. If the Company is unable to generate sufficient cash flow from the sale of its products, it will be required to adopt one or more alternatives, subject to the restrictions contained in the indenture governing its convertible senior secured notes due 2024, such as further reducing expenses, selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous and which are likely to be highly dilutive. Also, the Company’s ability to raise additional capital and repay or restructure its indebtedness will depend on the capital markets and its financial condition at such time, among other factors. In addition, financing may not be available when needed, at all, on terms acceptable to us or in accordance with the restrictions described above. As a result of these factors, the Company may not be able to engage in any of the alternative activities, or engage in such activities on desirable terms, which could harm the Company’s business, financial condition and results of operations, as well as result in a default on the Company’s debt obligations. If the Company is unable to take these actions, it may be forced to significantly alter its business strategy, substantially curtail its current operations, or cease operations altogether.

At September 30, 2021, the Company had $36.2 million of cash and cash equivalents, compared to $71.4 million at December 31, 2020. The Company’s September 30, 2021 cash and cash equivalents balance does not include restricted cash, currently held in escrow under the terms of its convertible senior secured notes due 2024, which may potentially be released from escrow if the Company pays interest on those notes using shares of its common stock. The Company incurred a net loss of $83.4 million for the nine-month period ended September 30, 2021.

Based on the Company’s cash and cash equivalents at September 30, 2021, and the Company’s obligations that are due within the next twelve months, management has concluded that there is no substantial doubt regarding the Company’s ability to meet its obligations within one year after the date the consolidated financial statements included in this report are issued.

Subsequent Events

Subsequent Events

Subsequent events are defined as those events or transactions that occur after the balance sheet date, but before the financial statements are filed with the Securities and Exchange Commission. The Company completed an evaluation of the impact of any subsequent events through the date these financial statements were issued, and determined there were no subsequent events that required disclosure or adjustment in these financial statements. 

Accounting Pronouncements Adopted

Accounting Pronouncements Adopted

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The ASU enhances and simplifies various aspects of the income tax accounting guidance in ASC 740 and removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years with early adoption permitted. The Company adopted this guidance effective January 1, 2021. The adoption of this guidance did not have a significant impact on the consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments”: The amendments in this update are to clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2020-03 are not expected to have a significant effect on current accounting practices. The ASU improves various financial instrument topics in the Codification to increase stakeholder awareness of the amendments and to expedite the improvement process by making the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 with early application permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This update simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models which require separate accounting for embedded conversion features. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. ASU 2020-06 is effective for smaller reporting companies for fiscal periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The FASB is issuing this update to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements.

v3.21.2
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]  
Reconciliation of Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same amounts shown in the statement of cash flows:

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

(In thousands)

Beginning of period

 

 

End of period

 

 

Beginning of period

 

 

End of period

 

Cash and cash equivalents

$

71,369

 

 

$

36,168

 

 

$

62,085

 

 

$

57,910

 

Restricted cash

 

12,917

 

 

 

13,353

 

 

 

12,836

 

 

 

13,200

 

Restricted cash non-current

 

18,609

 

 

 

12,399

 

 

 

30,270

 

 

 

24,819

 

Total Cash, cash equivalents and restricted cash per statement of cash flows

$

102,895

 

 

$

61,920

 

 

$

105,191

 

 

$

95,929

 

 

 

Schedule of Major Classes of Inventory

The major classes of inventory were as follows:

(In thousands)

 

September 30, 2021

 

 

December 31, 2020

 

Raw materials

 

$

969

 

 

$

3,434

 

Work-in-progress

 

 

 

 

 

6,602

 

Finished goods

 

 

19,626

 

 

 

18,641

 

Total

 

$

20,595

 

 

$

28,677

 

v3.21.2
Revenue (Tables)
9 Months Ended
Sep. 30, 2021
Revenue From Contract With Customer [Abstract]  
Disaggregation of Revenue

The following table disaggregates our revenue by major source. The Company’s Royalty Revenue set forth below relates to Fampyra royalties payable under the Company’s License and Collaboration Agreement with Biogen. See Note 9 for additional information on the Company’s related payment obligation to HealthCare Royalty Partners, or HCRP, in connection with a 2017 royalty purchase agreement with HCRP.

 

 

(In thousands)

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net product revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ampyra

$

20,026

 

 

$

27,343

 

 

$

62,035

 

 

$

73,546

 

Inbrija

 

7,804

 

 

 

5,833

 

 

 

19,240

 

 

 

14,901

 

Other

 

21

 

 

 

1,511

 

 

 

22

 

 

 

1,706

 

Total net product revenues

 

27,851

 

 

 

34,687

 

 

 

81,297

 

 

 

90,153

 

Milestone revenues

 

 

 

 

15,000

 

 

 

 

 

 

15,000

 

Royalty revenues

 

3,605

 

 

 

3,403

 

 

 

10,807

 

 

 

9,654

 

Total net revenues

$

31,456

 

 

$

53,090

 

 

$

92,104

 

 

$

114,807

 

v3.21.2
Share-based Compensation (Tables)
9 Months Ended
Sep. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Schedule of Share-based Compensation Expense

The following table summarizes share-based compensation expense included within the consolidated statements of operations:

 

 

 

For the three-month period ended September 30,

 

 

For the nine-month period ended September 30,

 

(In thousands)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Research and development expense

 

$

225

 

 

$

555

 

 

$

599

 

 

$

1,418

 

Selling, general and administrative expense

 

 

627

 

 

 

1,832

 

 

 

1,898

 

 

 

4,834

 

Cost of Sales

 

 

2

 

 

 

93

 

 

 

18

 

 

 

260

 

Total

 

$

854

 

 

$

2,480

 

 

$

2,515

 

 

$

6,512

 

Schedule of Stock Option Activity

A summary of share-based compensation activity for the nine-month period ended September 30, 2021 is presented below:

 

 

 

Number of

Shares

(In thousands)

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Term

 

 

Intrinsic

Value

(In thousands)

 

Balance at January 1, 2021

 

 

1,331

 

 

$

127.13

 

 

 

 

 

 

 

 

 

Granted

 

 

61

 

 

 

3.78

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(309

)

 

 

109.27

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2021

 

 

1,083

 

 

$

125.27

 

 

 

4.2

 

 

$

43

 

Vested and expected to vest at

    September 30, 2021

 

 

1,082

 

 

$

125.33

 

 

 

4.2

 

 

$

42

 

Vested and exercisable at

    September 30, 2021

 

 

1,001

 

 

$

133.65

 

 

 

3.9

 

 

$

13

 

Restricted Stock and Performance Stock Unit  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Schedule of Restricted Stock and Performance Stock Unit Activity

 

(In thousands)

 

 

 

 

Restricted Stock and Performance Stock Units

 

Number of Shares

 

Nonvested at January 1, 2021

 

 

31

 

Granted

 

 

261

 

Vested

 

 

(97

)

Forfeited

 

 

(53

)

Nonvested at September 30, 2021

 

 

142

 

v3.21.2
Loss Per Share (Tables)
9 Months Ended
Sep. 30, 2021
Earnings Per Share [Abstract]  
Schedule of Computation of Basic and Diluted Loss per Share

The following table sets forth the computation of basic and diluted loss per share for the three and nine-month periods ended September 30, 2021 and 2020:

 

(In thousands, except per share data)

 

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Basic and diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)—basic

 

$

(27,071

)

 

$

7,347

 

 

$

(83,387

)

 

$

(16,546

)

Plus: Dilutive effect of convertible notes, net of tax

 

 

 

 

 

 

1,476

 

 

 

 

 

 

 

Net income (loss)—diluted

 

$

(27,071

)

 

$

8,823

 

 

$

(83,387

)

 

$

(16,546

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding used in

   computing net loss per share—basic

 

 

11,131

 

 

 

7,960

 

 

 

10,204

 

 

 

7,960

 

Plus: net effect of dilutive stock options and restricted

   common shares

 

 

 

 

 

19,740

 

 

 

 

 

 

 

Weighted average common shares outstanding used in

   computing net loss per share—diluted

 

 

11,131

 

 

 

27,700

 

 

 

10,204

 

 

 

7,960

 

Net income (loss) per share—basic

 

$

(2.43

)

 

$

0.92

 

 

$

(8.17

)

 

$

(2.08

)

Net income (loss) per share—diluted

 

$

(2.43

)

 

$

0.32

 

 

$

(8.17

)

 

$

(2.08

)

Schedule of Anti-dilutive Securities Excluded from Calculation of Net Loss per Diluted Share

The following amounts were not included in the calculation of net loss per diluted share because their effects were anti-dilutive:

 

(In thousands)

 

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options and restricted common shares

 

 

1,370

 

 

 

1,465

 

 

 

1,368

 

 

 

1,423

 

v3.21.2
Fair Value Measurements (Tables)
9 Months Ended
Sep. 30, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]  
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

(In thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Assets Carried at Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

12,192

 

 

$

 

 

$

 

Corporate bonds

 

 

 

 

 

 

 

 

 

Liabilities Carried at Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

Acquired contingent consideration

 

 

 

 

 

 

 

 

43,000

 

Derivative liability - conversion option

 

 

 

 

 

 

 

 

325

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Assets Carried at Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

36,693

 

 

$

 

 

$

 

Commercial paper

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

 

 

 

 

 

 

 

Liabilities Carried at Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

Acquired contingent consideration

 

 

 

 

 

 

 

 

48,200

 

Derivative liability - conversion option

 

 

 

 

 

 

 

 

1,193

 

Contingent Consideration Liability  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]  
Schedule of Contingent Liabilities

The following table presents additional information about liabilities measured at fair value on a recurring basis and for which the Company utilizes Level 3 inputs to determine fair value.

 

(In thousands)

 

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Acquired contingent consideration:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

41,200

 

 

$

70,000

 

 

$

48,200

 

 

$

80,300

 

Fair value change to contingent consideration

   included in the statement of operations

 

 

2,205

 

 

 

(23,608

)

 

 

(4,224

)

 

 

(33,455

)

Royalty payments

 

 

(405

)

 

 

(292

)

 

 

(976

)

 

 

(745

)

Balance, end of period

 

$

43,000

 

 

$

46,100

 

 

$

43,000

 

 

$

46,100

 

 

 

Derivative Liability-Conversion Option  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]  
Schedule of Fair Value Reconciliation of Derivative Liabilities

The following table represents a reconciliation of the derivative liability recorded in connection with the issuance of the convertible senior secured notes due 2024:

(In thousands)

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Derivative Liability-Conversion Option

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

613

 

 

$

23,953

 

 

$

1,193

 

 

$

59,409

 

Fair value adjustment

 

(288

)

 

 

(4,864

)

 

 

(868

)

 

 

(40,320

)

Fair value re-classification to shareholder's equity

 

 

 

 

(18,257

)

 

 

 

 

 

(18,257

)

Balance, end of period

$

325

 

 

$

832

 

 

$

325

 

 

$

832

 

v3.21.2
Liability Related to Sale of Future Royalties (Tables)
9 Months Ended
Sep. 30, 2021
Deferred Revenue Disclosure [Abstract]  
Schedule of Activity Within Liability Related to Sale of Future Royalties The following table shows the activity within the liability account for September 30, 2021 and December 31, 2020, respectively:

 

(In thousands)

 

September 30, 2021

 

 

December 31, 2020

 

Liability related to sale of future royalties - beginning balance

 

$

15,257

 

 

$

24,401

 

Deferred transaction costs amortized

 

 

193

 

 

 

401

 

Non-cash royalty revenue payable to HCRP

 

 

(8,889

)

 

 

(11,486

)

Non-cash interest expense recognized

 

 

891

 

 

 

1,941

 

Liability related to sale of future royalties - ending balance

 

$

7,452

 

 

$

15,257

 

 

 

 

 

 

 

 

 

 

 

 

v3.21.2
Debt (Tables)
9 Months Ended
Sep. 30, 2021
Convertible Senior Secured Notes due 2024  
Summary of Outstanding Note Balances

The outstanding 2024 Note balances as of September 30, 2021 and December 31, 2020 consisted of the following:

 

(In thousands)

 

September 30, 2021

 

 

December 31, 2020

 

Liability component:

 

 

 

 

 

 

 

 

Principal

 

 

207,000

 

 

$

207,000

 

Less: debt discount and debt issuance costs, net

 

 

(59,553

)

 

 

(69,381

)

Net carrying amount

 

$

147,447

 

 

$

137,619

 

Equity component

 

$

18,257

 

 

$

18,257

 

Derivative liability-conversion option

 

$

325

 

 

$

1,193

 

Schedule of Interest Expense Recognized Related to the Notes

The following table sets forth total interest expense recognized related to the 2024 Notes for the three and nine-month periods ended September 30, 2021 and 2020:

 

(In thousands)

 

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Contractual interest expense

 

$

3,105

 

 

$

3,105

 

 

$

9,315

 

 

$

9,315

 

Amortization of debt issuance costs

 

 

243

 

 

 

204

 

 

 

698

 

 

 

585

 

Amortization of debt discount

 

 

3,179

 

 

 

2,663

 

 

 

9,130

 

 

 

7,647

 

Total interest expense

 

$

6,527

 

 

$

5,972

 

 

$

19,143

 

 

$

17,547

 

Convertible Senior Notes due 2021  
Summary of Outstanding Note Balances

The outstanding 2021 Note balances as of September 30, 2021 and December 31, 2020 consisted of the following:

 

(In thousands)

 

September 30, 2021

 

 

December 31, 2020

 

Liability component:

 

 

 

 

 

 

 

 

Principal

 

$

 

 

$

69,000

 

Less: debt discount and debt issuance costs, net

 

 

 

 

 

(1,029

)

Net carrying amount

 

$

 

 

$

67,971

 

Equity component

 

$

 

 

$

22,791

 

Schedule of Interest Expense Recognized Related to the Notes

The following table sets forth total interest expense recognized related to the 2021 Notes for the three and nine-month periods ended September 30, 2021 and 2020:

 

(In thousands)

 

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Contractual interest expense

 

$

 

 

$

302

 

 

$

428

 

 

$

906

 

Amortization of debt issuance costs

 

 

 

 

 

50

 

 

 

95

 

 

 

150

 

Amortization of debt discount

 

 

 

 

 

495

 

 

 

934

 

 

 

1,467

 

Total interest expense

 

$

 

 

$

847

 

 

$

1,457

 

 

$

2,523

 

v3.21.2
Leases (Tables)
9 Months Ended
Sep. 30, 2021
Leases [Abstract]  
Schedule of ROU Assets and Lease Liabilities Related to Operating Leases

ROU assets and lease liabilities related to our operating leases are as follows:

 

(In thousands)

 

Balance Sheet Classification

 

September 30, 2021

 

 

December 31, 2020

 

Right-of-use assets

 

Right of use assets

 

$

7,861

 

 

$

18,481

 

Current lease liabilities

 

Current portion of lease liabilities

 

 

9,316

 

 

 

7,944

 

Non-current lease liabilities

 

Non-current portion of lease liabilities

 

 

4,287

 

 

 

17,200

 

 

 

Components of Lease Costs The components of lease costs were as follows:

 

(In thousands)

 

Three-month period ended September 30, 2021

 

 

Three-month period ended September 30, 2020

 

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Operating lease cost

 

$

1,600

 

 

$

1,775

 

 

$

4,593

 

 

$

5,572

 

Variable lease cost

 

 

948

 

 

 

1,052

 

 

 

3,283

 

 

 

2,687

 

Short-term lease cost

 

 

339

 

 

 

443

 

 

 

829

 

 

 

1,248

 

Total lease cost

 

$

2,887

 

 

$

3,270

 

 

$

8,705

 

 

$

9,507

 

 

Schedule of Future Minimum Commitments under all Non-Cancelable Operating Leases

Future minimum commitments under all non-cancelable operating leases are as follows:

 

(In thousands)

 

 

 

 

2021 (excluding the nine months ended September 30, 2021)

 

$

1,553

 

2022

 

 

8,354

 

2023

 

 

1,216

 

2024

 

 

1,252

 

2025

 

 

1,290

 

Later years

 

 

1,327

 

Total lease payments

 

 

14,992

 

Less: Imputed interest

 

 

(1,389

)

Present value of lease liabilities

 

$

13,603

 

 

Summary of Supplemental Cash Flow Information Related to Operating Leases

Supplemental cash flow information related to our operating leases are as follows:

 

(In thousands)

 

Nine-month period ended September 30, 2021

 

 

Nine-month period ended September 30, 2020

 

Operating cash flow information:

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

4,605

 

 

$

5,818

 

 

v3.21.2
Corporate Restructuring (Tables)
9 Months Ended
Sep. 30, 2021
Restructuring And Related Activities [Abstract]  
Summary of Restructuring Charges

A summary of the restructuring charges for the nine-month period ended September 30, 2021 is as follows:

(In thousands)

 

Restructuring Costs

 

Restructuring Liability as of December 31, 2020

 

$

 

Q1 Restructuring Costs

 

 

2,124

 

Q1 Restructuring Payments

 

 

(1,891

)

Restructuring Liability as of March 31, 2021

 

$

233

 

Q2 Restructuring Costs

 

 

27

 

Q2 Restructuring Payments

 

 

(128

)

Restructuring Liability as of June 30, 2021

 

$

132

 

Q3 Restructuring Costs

 

 

2,432

 

Q3 Restructuring Payments

 

 

(882

)

Restructuring Liability as of September 30, 2021

 

$

1,682

 

v3.21.2
Summary of Significant Accounting Policies - Additional Information (Details)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2021
USD ($)
Segment
shares
Sep. 30, 2020
USD ($)
Segment
Sep. 30, 2021
USD ($)
Segment
shares
Sep. 30, 2020
USD ($)
Segment
Dec. 31, 2020
USD ($)
shares
Sep. 17, 2020
shares
Aug. 28, 2020
shares
Dec. 31, 2019
shares
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]                
Reverse stock split ,description         1-for-6 reverse stock split      
Common stock, Authorized shares | shares 61,666,666   61,666,666   61,666,666 61,666,666 13,333,333 13,333,333
Transfer of raw material $ 2,300   $ 2,300          
Charge for excess and obsolete inventory     $ 1,300          
Segment and Geographic Information                
Number of operating segments | Segment     1          
Number of reportable operating segments | Segment 1 1 1 1        
Cash and cash equivalents $ 36,200   $ 36,200   $ 71,400      
Net income (loss) (27,071) $ 7,347 (83,387) $ (16,546)        
Letters of Credit                
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]                
Restricted Cash and Cash Equivalents 300   300          
Restricted Cash - Non Current                
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]                
Escrow account for interest payments $ 12,100   $ 12,100          
Previously Reported                
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]                
Common stock, Authorized shares | shares         370,000,000      
v3.21.2
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Sep. 30, 2020
Dec. 31, 2019
Accounting Policies [Abstract]        
Cash and cash equivalents $ 36,168 $ 71,369 $ 57,910 $ 62,085
Restricted cash 13,353 12,917 13,200 12,836
Restricted cash non-current 12,399 18,609 24,819 30,270
Total Cash, cash equivalents and restricted cash per statement of cash flows $ 61,920 $ 102,895 $ 95,929 $ 105,191
v3.21.2
Summary of Significant Accounting Policies - Schedule of Major Classes of Inventory (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Inventory Disclosure [Abstract]    
Raw materials $ 969 $ 3,434
Work-in-progress   6,602
Finished goods 19,626 18,641
Total $ 20,595 $ 28,677
v3.21.2
Revenue - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Disaggregation Of Revenue [Line Items]        
Total net revenues $ 31,456 $ 53,090 $ 92,104 $ 114,807
Ampyra        
Disaggregation Of Revenue [Line Items]        
Total net revenues 20,026 27,343 62,035 73,546
Inbrija        
Disaggregation Of Revenue [Line Items]        
Total net revenues 7,804 5,833 19,240 14,901
Other        
Disaggregation Of Revenue [Line Items]        
Total net revenues 21 1,511 22 1,706
Net Product Revenues        
Disaggregation Of Revenue [Line Items]        
Total net revenues 27,851 34,687 81,297 90,153
Milestone Revenues        
Disaggregation Of Revenue [Line Items]        
Total net revenues   15,000   15,000
Royalty Revenues        
Disaggregation Of Revenue [Line Items]        
Total net revenues $ 3,605 $ 3,403 $ 10,807 $ 9,654
v3.21.2
Share-based Compensation - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]        
Share-based compensation expense recognized $ 854 $ 2,480 $ 2,515 $ 6,512
Weighted average fair value of options granted (in dollars per share) $ 2.56 $ 2.31 $ 2.58 $ 3.96
Unrecognized compensation costs for unvested stock options, restricted stock awards and restricted stock units $ 2,600   $ 2,600  
Weighted average period     10 months 24 days  
Purchase of Treasury Stock ,Shares 0   0  
v3.21.2
Share-based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Share-based compensation expense recognized $ 854 $ 2,480 $ 2,515 $ 6,512
Research and development expense        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Share-based compensation expense recognized 225 555 599 1,418
Selling, general, and administrative expense        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Share-based compensation expense recognized 627 1,832 1,898 4,834
Cost of sales        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Share-based compensation expense recognized $ 2 $ 93 $ 18 $ 260
v3.21.2
Share-based Compensation - Schedule of Stock Options Activity (Details)
$ / shares in Units, shares in Thousands, $ in Thousands
9 Months Ended
Sep. 30, 2021
USD ($)
$ / shares
shares
Stock Option Activity  
Beginning balance (in shares) | shares 1,331
Granted (in shares) | shares 61
Cancelled (in shares) | shares (309)
Ending balance (in shares) | shares 1,083
Vested and expected to vest at the end of the period | shares 1,082
Vested and exercisable at the end of the period | shares 1,001
Weighted Average Exercise Price  
Balance at the beginning of the period (in dollars per share) | $ / shares $ 127.13
Granted (in dollars per share) | $ / shares 3.78
Cancelled (in dollars per share) | $ / shares 109.27
Balance at the end of the period (in dollars per share) | $ / shares 125.27
Vested and expected to vest at the end of the period (in dollars per share) | $ / shares 125.33
Vested and exercisable at the end of the period (in dollars per share) | $ / shares $ 133.65
Weighted Average Remaining Contractual Term  
Balance at the end of the period 4 years 2 months 12 days
Vested and expected to vest at the end of the period 4 years 2 months 12 days
Vested and exercisable at the end of the period 3 years 10 months 24 days
Intrinsic Value  
Balance at the end of the period | $ $ 43
Vested and expected to vest at the end of the period | $ 42
Vested and exercisable at the end of the period | $ $ 13
v3.21.2
Share-based Compensation - Schedule of Restricted Stock and Performance Stock Unit Activity (Details) - Restricted Stock and Performance Stock Unit
shares in Thousands
9 Months Ended
Sep. 30, 2021
shares
Restricted Stock and Performance Stock Units  
Nonvested at the beginning of the period (in shares) 31
Granted (in shares) 261
Vested (in shares) (97)
Forfeited (in shares) (53)
Nonvested at the end of the period (in shares) 142
v3.21.2
Disclosure - Loss Per Share - Schedule of Computation of Basic and Diluted Loss Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Basic and diluted        
Net income (loss) $ (27,071) $ 7,347 $ (83,387) $ (16,546)
Plus: Dilutive effect of convertible notes, net of tax   1,476    
Net income (loss)—diluted $ (27,071) $ 8,823 $ (83,387) $ (16,546)
Weighted average common shares outstanding used in computing net loss per share—basic 11,131 7,960 10,204 7,960
Plus: net effect of dilutive stock options and restricted common shares   19,740    
Weighted average common shares outstanding used in computing net loss per share—diluted 11,131 27,700 10,204 7,960
Net income (loss) per share—basic $ (2.43) $ 0.92 $ (8.17) $ (2.08)
Net income (loss) per share—diluted $ (2.43) $ 0.32 $ (8.17) $ (2.08)
v3.21.2
Disclosure - Loss Per Share - Schedule of Antidilutive Securities Excluded from Calculation of Net Loss Per Diluted Share (Details) - shares
shares in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Stock options and restricted common shares        
Antidilutive Securities        
Anti-dilutive securities excluded from computation of loss per share (in shares) 1,370 1,465 1,368 1,423
v3.21.2
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Income Tax [Line Items]        
Benefit from (Provision for) income taxes $ 3,105 $ (1,465) $ 6,788 $ 4,962
Effective income tax rate (as a percent) 10.20% 16.60% 7.53% 23.10%
CARES Act        
Income Tax [Line Items]        
US federal corporate tax rate 21.00% 35.00% 21.00% 35.00%
v3.21.2
Fair Value Measurements - Additional Information (Details)
9 Months Ended
Sep. 17, 2020
USD ($)
shares
Dec. 24, 2019
Sep. 30, 2021
USD ($)
shares
Sep. 30, 2020
USD ($)
Dec. 31, 2020
shares
Aug. 28, 2020
shares
Dec. 31, 2019
shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Notes, interest rate   6.00%          
Common stock, Authorized shares | shares 61,666,666   61,666,666   61,666,666 13,333,333 13,333,333
Derivative liability reclassified to equity $ 18,300,000   $ 300,000        
Income tax effects on equity transactions       $ 4,400,000      
Inbrija              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Milestone payment, minimum     1,000,000.0        
Milestone payment, maximum     $ 22,000,000.0        
Convertible Senior Secured Notes due 2024              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Debt instrument maturity date     2024-12        
Notes, interest rate   6.00% 6.00%        
Notes, maturity date   Dec. 01, 2024 Dec. 01, 2024        
Fair Value, Inputs, Level 2 | Convertible Senior Secured Notes due 2024              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Convertible senior notes     $ 167,700,000        
Level 3 | Weighted Discounted Cash Flow Valuation Approach | Discount Rate              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Acquired contingent consideration, measurement input     20.5        
v3.21.2
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Liabilities Carried at Fair Value:    
Derivative liability $ 325 $ 1,193
Level 1 | Recurring basis | Money Market Funds    
Assets Carried at Fair Value:    
Assets, Fair Value 12,192 36,693
Level 3 | Recurring basis    
Liabilities Carried at Fair Value:    
Acquired contingent consideration 43,000 48,200
Derivative liability $ 325 $ 1,193
v3.21.2
Fair Value Measurements - Schedule of Contingent Liabilities (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Assets and liabilities measured at fair value on a recurring basis utilizing Level 3 inputs        
Balance, beginning of period $ 41,200 $ 70,000 $ 48,200 $ 80,300
Fair value change to contingent consideration included in the statement of operations 2,205 (23,608) (4,224) (33,455)
Royalty payments (405) (292) (976) (745)
Balance, end of period $ 43,000 $ 46,100 $ 43,000 $ 46,100
v3.21.2
Fair Value Measurements - Schedule of Fair Value Reconciliation of Derivative Liability (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Fair Value Reconciliation Of Derivative Liability [Line Items]        
Balance, beginning of period     $ 1,193  
Balance, end of period $ 325   325  
Convertible Senior Secured Notes due 2024        
Fair Value Reconciliation Of Derivative Liability [Line Items]        
Balance, beginning of period 613 $ 23,953 1,193 $ 59,409
Fair value adjustment (288) (4,864) (868) (40,320)
Fair value re-classification to shareholder's equity   (18,257)   (18,257)
Balance, end of period $ 325 $ 832 $ 325 $ 832
v3.21.2
Investments - Additional Information (Details) - USD ($)
Sep. 30, 2021
Dec. 31, 2020
Schedule Of Available For Sale Securities [Line Items]    
Available-for-sale investments $ 0 $ 0
Long-term investments 0 0
Short-term investments 0 0
Cash and cash equivalents 36,200,000 71,400,000
Short Term Investments    
Schedule Of Available For Sale Securities [Line Items]    
Cash and cash equivalents $ 12,200,000 $ 36,700,000
v3.21.2
Liability Related to Sale of Future Royalties - Additional Information (Details) - Royalty Purchase Agreement - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Oct. 01, 2017
Sep. 30, 2021
Dec. 31, 2020
Liability Related To Sale Of Future Royalties [Line Items]      
Payment from royalties $ 40,000    
Royalty liability 40,000    
Net of transaction costs $ 2,200 $ 193 $ 401
v3.21.2
Liability Related to Sale of Future Royalties - Schedule of Activity Within Liability Related to Sale of Future Royalties (Details) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Oct. 01, 2017
Sep. 30, 2021
Sep. 30, 2020
Dec. 31, 2020
Liability Related To Sale Of Future Royalties [Line Items]        
Non-cash royalty revenue payable to HCRP   $ (8,889) $ (8,496)  
Royalty Purchase Agreement        
Liability Related To Sale Of Future Royalties [Line Items]        
Liability related to sale of future royalties - beginning balance   15,257 $ 24,401 $ 24,401
Deferred transaction costs amortized $ 2,200 193   401
Non-cash royalty revenue payable to HCRP   (8,889)   (11,486)
Non-cash interest expense recognized   891   1,941
Liability related to sale of future royalties - ending balance   $ 7,452   $ 15,257
v3.21.2
Debt - Additional Information (Details)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 17, 2020
USD ($)
shares
Dec. 24, 2019
USD ($)
TradingDay
shares
Sep. 30, 2021
USD ($)
$ / shares
shares
Sep. 30, 2020
USD ($)
Sep. 30, 2021
USD ($)
$ / shares
shares
Sep. 30, 2020
USD ($)
Dec. 31, 2020
USD ($)
shares
Dec. 31, 2019
USD ($)
shares
Aug. 28, 2020
shares
Jun. 17, 2014
USD ($)
Debt Instrument [Line Items]                    
Interest rate (as a percent)   6.00%                
Cash payment made for exchange of notes   $ 200                
Aggregate payment on debt exchange   55,200,000     $ 69,000,000          
Reverse stock split ,description             1-for-6 reverse stock split      
Gain on debt extinguishment               $ 55,100,000    
Adjusted equity component of convertible notes exchange               $ 38,400,000    
Common stock, Authorized shares | shares 61,666,666   61,666,666   61,666,666   61,666,666 13,333,333 13,333,333  
Derivative liability reclassified to equity $ 18,300,000       $ 300,000          
Income tax effects on equity transactions           $ 4,400,000        
Other assets       $ 300,000   300,000        
Increase decrease in fair value of conversion feature         900,000          
Interest expense     $ 7,167,000 7,760,000 22,697,000 $ 22,810,000        
Reclassification of derivative liability to equity, net of tax       $ 13,862,000            
Convertible Senior Notes due 2021                    
Debt Instrument [Line Items]                    
Principal amount of debt exchanged   $ 276,000,000.0                
Interest rate (as a percent)   1.75%               1.75%
Principal amount denomination for debt conversion   $ 1,000                
Principal                   $ 345,000,000
Debt instrument, principal amount outstanding   $ 69,000,000.0 $ 69,000,000.0   $ 69,000,000.0   $ 69,000,000      
Effective interest rate on liability component (as a percent)     4.80%   4.80%          
Debt issuance costs     $ 7,500,000   $ 7,500,000          
Reclassification of derivative liability to equity, net of tax         1,300,000          
Debt issuance costs allocated to liability component         6,200,000          
Debt issuance cost associated with exchange, written off         $ 1,200,000          
Convertible Senior Secured Notes due 2024                    
Debt Instrument [Line Items]                    
Interest rate (as a percent)   6.00% 6.00%   6.00%          
Principal amount of debt issued for exchange   $ 750                
Principal   $ 207,000,000.0                
Notes maturity date   Dec. 01, 2024     Dec. 01, 2024          
Interest payment in shares, percentage of daily volume-weighted average price   95.00%                
Notes frequency of periodic payment         semi-annually in arrears          
Interest in shares of common stock, threshold trading days | TradingDay   10                
Initial conversion rate of common stock         47.6190          
Initial conversion price of convertible notes into common stock (in dollars per share) | $ / shares     $ 21.00   $ 21.00          
Principal amount of Notes or an integral multiple thereof in which holder may repurchase the Notes     $ 1,000   $ 1,000          
Reverse stock split ,description         1-for-6          
Debt instrument conversion threshold stock price percentage   130.00%                
Debt repurchase price percentage on principal amount   100.00%                
Debt default, non payment of interest, period   30 days                
Debt default, failure to convert notes, period   5 days                
Debt default, non-compliance with covenants, period   60 days                
Debt instrument, principal amount outstanding     207,000,000   $ 207,000,000   207,000,000      
Fair value of derivative liability   $ 59,400,000 325,000   325,000   $ 1,193,000      
Debt discount   $ 75,100,000                
Interest expense     6,500,000   19,100,000          
Effective interest rate on liability component (as a percent)   18.10%                
Debt fair value amount     167,700,000   167,700,000          
Debt issuance costs     $ 5,700,000   $ 5,700,000          
Convertible Senior Secured Notes due 2024 | Minimum                    
Debt Instrument [Line Items]                    
Debt default, non-payment of outstanding principal   $ 30,000,000.0                
Debt default, failure to pay final judgements   $ 30,000,000.0                
Debt default, percentage of principal outstanding required for immediate payment   25.00%                
Convertible Senior Secured Notes due 2024 | Interest Payable                    
Debt Instrument [Line Items]                    
Interest payable to holders | shares   1,635,833                
Stock based interest payment   $ 6,200,000                
v3.21.2
Debt - Summary of Outstanding Note Balances (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Dec. 24, 2019
Convertible Senior Secured Notes due 2024      
Debt Instrument [Line Items]      
Principal $ 207,000 $ 207,000  
Less: debt discount and debt issuance costs, net (59,553) (69,381)  
Net carrying amount 147,447 137,619  
Equity component 18,257 18,257  
Derivative liability-conversion option 325 1,193 $ 59,400
Convertible Senior Notes due 2021      
Debt Instrument [Line Items]      
Principal $ 69,000 69,000 $ 69,000
Less: debt discount and debt issuance costs, net   (1,029)  
Net carrying amount   67,971  
Equity component   $ 22,791  
v3.21.2
Debt - Schedule of Interest Expense Recognized Related to the Notes (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Debt Instrument [Line Items]        
Total interest expense $ 7,167 $ 7,760 $ 22,697 $ 22,810
Convertible Senior Secured Notes due December 2024        
Debt Instrument [Line Items]        
Contractual interest expense 3,105 3,105 9,315 9,315
Amortization of debt issuance costs 243 204 698 585
Amortization of debt discount 3,179 2,663 9,130 7,647
Total interest expense $ 6,527 5,972 19,143 17,547
Convertible Senior Notes due September 2021        
Debt Instrument [Line Items]        
Contractual interest expense   302 428 906
Amortization of debt issuance costs   50 95 150
Amortization of debt discount   495 934 1,467
Total interest expense   $ 847 $ 1,457 $ 2,523
v3.21.2
Leases - Additional Information (Details)
$ in Millions
9 Months Ended
Sep. 30, 2021
USD ($)
Item
Dec. 31, 2018
ft²
Oct. 31, 2016
USD ($)
ft²
Dec. 31, 2014
ft²
Jun. 30, 2011
ft²
Operating Lease Information          
Operating lease description Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. Our leases have remaining lease terms of 0.75 year to 5.25 years. The Company has exercised the option to terminate the Ardsley lease with a termination date of June 22, 2022.            
Operating lease renewal option true        
Operating lease termination option true        
Operating lease termination date Jun. 22, 2022        
Operating lease weighted-average remaining lease term 2 years 7 months 6 days        
Operating lease weighted-average discount rate 7.13%        
Ardsley, New York | Office and Laboratory Space          
Operating Lease Information          
Lease term         15 years
Area of leased property         138,000
Additional Lease Option Rights Exercised (In Square Feet)       25,405  
Termination Option Term --06-22        
Termination Fee | $ $ 4.7        
Base Rent | $ $ 5.0        
Annual rent increase percentage 2.50%        
Chelsea Massachusetts | Manufacturing Facility          
Operating Lease Information          
Area of leased property   95,000      
Chelsea Massachusetts | Manufacturing Facility | Civitas Therapeutics          
Operating Lease Information          
Operating lease termination date Dec. 31, 2025        
Number of additional periods | Item 2        
Lease option to extend term 5 years        
Waltham, MA | Office and Laboratory Space          
Operating Lease Information          
Lease term     10 years    
Area of leased property     26,000    
Base Rent | $     $ 1.1    
Minimum          
Operating Lease Information          
Operating lease remaining lease term 9 months        
Maximum [Member]          
Operating Lease Information          
Operating lease remaining lease term 5 years 3 months        
v3.21.2
Leases - Schedule of ROU Assets and Lease Liabilities Related to Operating Leases (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Leases [Abstract]    
Right-of-use assets $ 7,861 $ 18,481
Current lease liabilities 9,316 7,944
Non-current lease liabilities $ 4,287 $ 17,200
v3.21.2
Leases - Components of Lease Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Leases [Abstract]        
Operating lease cost $ 1,600 $ 1,775 $ 4,593 $ 5,572
Variable lease cost 948 1,052 3,283 2,687
Short-term lease cost 339 443 829 1,248
Total lease cost $ 2,887 $ 3,270 $ 8,705 $ 9,507
v3.21.2
Leases - Schedule of Future Minimum Commitments under all Non-Cancelable Operating Leases (Details)
$ in Thousands
Sep. 30, 2020
USD ($)
Leases [Abstract]  
2021 (excluding the nine months ended September 30, 2021) $ 1,553
2022 8,354
2023 1,216
2024 1,252
2025 1,290
Later years 1,327
Total lease payments 14,992
Less: Imputed interest (1,389)
Present value of lease liabilities $ 13,603
v3.21.2
Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Operating cash flow information:    
Cash paid for amounts included in the measurement of lease liabilities $ 4,605 $ 5,818
v3.21.2
Disposal of Assets - Additional Information (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 9 Months Ended
Jan. 12, 2021
Mar. 31, 2021
Sep. 30, 2021
Long Lived Assets Held For Sale [Line Items]      
estimated fair value of assets held for sale     $ 71.8
Carrying Value of the Assets Held For Sale     $ 129.7
Transaction Closed Date     Feb. 10, 2021
Prepaid Expenses      
Long Lived Assets Held For Sale [Line Items]      
Carrying Value of the Assets Held For Sale     $ 0.1
Property and Equipment      
Long Lived Assets Held For Sale [Line Items]      
Carrying Value of the Assets Held For Sale     129.6
Manufacturing Facility      
Long Lived Assets Held For Sale [Line Items]      
loss on assets held for sale     57.9
Catalent | Chelsea Massachusetts      
Long Lived Assets Held For Sale [Line Items]      
Purchase price of assets related to manufacturing activities $ 80.0    
Additional raw materials purchase price $ 2.3    
Catalent | Leases      
Long Lived Assets Held For Sale [Line Items]      
Carrying Value of the Assets Held For Sale     $ (0.5)
loss on assets held for sale   $ 0.5  
v3.21.2
Corporate Restructuring - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jan. 31, 2021
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Sep. 30, 2021
Restructuring Cost And Reserve [Line Items]          
Approximate percentage of headcount reduction 16.00%       15.00%
Restructuring Charges For Severance And Other Employee Separation Related Cost   $ 2,432 $ 27 $ 2,124 $ 4,600
Research and development expense          
Restructuring Cost And Reserve [Line Items]          
Restructuring Charges For Severance And Other Employee Separation Related Cost         600
Selling, general, and administrative expense          
Restructuring Cost And Reserve [Line Items]          
Restructuring Charges For Severance And Other Employee Separation Related Cost         $ 4,000
v3.21.2
Corporate Restructuring - Summary of Restructuring Charges (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Sep. 30, 2021
Restructuring And Related Activities [Abstract]        
Restructuring Liability $ 132 $ 233    
Restructuring Charges For Severance And Other Employee Separation Related Cost 2,432 27 $ 2,124 $ 4,600
Restructuring Payments (882) (128) (1,891)  
Restructuring Liability $ 1,682 $ 132 $ 233 $ 1,682
v3.21.2
Commitments and Contingencies - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2021
Dec. 31, 2020
Loss Contingencies [Line Items]      
Commitments and contingencies
Licensing Agreements      
Loss Contingencies [Line Items]      
Commitments and contingencies     $ 2.0
Unpaid license royalties 6.0 6.0  
Commitment legal cost   $ 2.0  
Licensing Agreements | Catalent Pharma Solutions [Member]      
Loss Contingencies [Line Items]      
Purchase Commitment, Description   Under our agreement with Catalent, we are obligated to make minimum purchase commitments for Inbrija through the expiration of the agreement on December 31, 2030. During the three and nine-month periods ended September 30, 2021, the Company incurred approximately $4.0 million and $10.2 million, respectively, of minimum purchase commitments with Catalent, which are recognized as cost of sales within the Company’s consolidated statement of operations for the period. As of September 30, 2021, the minimum remaining purchase commitment to Catalent was $4.0 million through December 31, 2021, and $18.0 million annually each year thereafter.  
Licensing Agreements | Catalent Pharma Solutions [Member] | Cost of sales      
Loss Contingencies [Line Items]      
Minimum purchase commitment $ 4.0 $ 10.2