0001479290-20-000058 | 10-Q | XBRL Viewer

Convertible Senior Notes (Details)		3 Months Ended
Convertible Senior Notes (Details)	Feb. 14, 2020 USD ($) day $ / shares	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)
Debt Instrument [Line Items]
Proceeds from issuance of convertible senior notes		$ 287,500,000	$ 0
Convertible Debt \| 2027 Notes
Debt Instrument [Line Items]
Principal amount	$ 287,500,000
Stated percentage	1.75%
Proceeds from issuance of convertible senior notes	$ 278,300,000
Threshold trading days \| day	20
Threshold consecutive trading days \| day	30
Threshold percentage of stock price trigger	130.00%
Conversion ratio	0.0308804
Conversion price (in dollars per share) \| $ / shares	$ 32.38
Redemption price, percentage	100.00%
Long-term debt	$ 175,400,000	$ 171,305,000
Effective percentage		9.50%
Carrying amount of equity component	$ 112,100,000
Debt issuance costs		$ 9,200,000
Debt issuance costs, liability component		5,600,000
Debt issuance costs, equity component		$ 3,600,000
Convertible Debt \| 2027 Notes \| Debt Conversion Terms One
Debt Instrument [Line Items]
Threshold trading days \| day	20
Threshold consecutive trading days \| day	30
Threshold percentage of stock price trigger	130.00%
Convertible Debt \| 2027 Notes \| Debt Conversion Terms Two
Debt Instrument [Line Items]
Threshold trading days \| day	5
Threshold consecutive trading days \| day	10
Threshold percentage of stock trading price	98.00%

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
CURRENT ASSETS
Cash and cash equivalents	$ 286,649	$ 171,160
Short-term investments	224,621	118,955
Prepaid expenses and other current assets	7,171	6,487
Total current assets	518,441	296,602
Property and equipment, net	13,967	14,755
Intangible assets	32,334	0
Operating lease right of use assets	25,961	26,531
Restricted cash	730	730
Other non-current assets	1,494	1,669
TOTAL ASSETS	592,927	340,287
CURRENT LIABILITIES
Accounts payable	8,709	8,010
Accruals and other current liabilities	16,178	18,636
Deferred revenue, current portion	10,079	7,911
Operating lease liabilities, current portion	3,627	3,470
Derivative liability	3,042	2,952
Derivative liability	41,635	40,979
Convertible senior notes	171,305	0
Deferred revenue, net of current portion	46,722	47,948
Operating lease liabilities, net of current portion	24,890	25,870
TOTAL LIABILITIES	284,552	114,797
Commitments and Contingencies (Note 10)
STOCKHOLDERS’ EQUITY
Convertible preferred stock, par value $0.001 per share — 5,000,000 shares authorized, and no shares issued and outstanding as of March 31, 2020 and December 31, 2019	0	0
Common stock, par value $0.001 per share — 95,000,000 shares authorized both as of March 31, 2020 and December 31, 2019; 57,026,154 and 52,374,735 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	57	52
Additional paid-in capital	1,213,931	1,069,639
Accumulated other comprehensive income	524	3
Accumulated deficit	(906,137)	(844,204)
TOTAL STOCKHOLDERS’ EQUITY	308,375	225,490
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 592,927	$ 340,287

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Other Accumulated Comprehensive Gain (Loss)	Accumulated Deficit
Beginning Balance (in shares) at Dec. 31, 2018		36,975,203
Beginning Balance at Dec. 31, 2018		$ 37	$ 830,368	$ (8)	$ (684,775)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of restricted stock awards and performance stock awards, net of cancellation (in shares)		323,026
Issuance of common stock in connection with offerings (in shares)		6,764,705
Issuance of common stock in connection with offerings		$ 7	107,572
Issuance of common stock upon exercise of stock options and warrants (in shares)		2,824
Net settlement of restricted stock awards for employee taxes (in shares)		(61,100)
Issuance of common stock upon exercise of stock options and warrants			18
Stock-based compensation			4,159
Net settlement of restricted stock awards for employee taxes			(1,049)
Unrealized gain and adjustment on securities included in net loss	$ 78			78
Net loss	$ (35,304)				(35,304)
Ending Balance (in shares) at Mar. 31, 2019	44,004,658	44,004,658
Ending Balance at Mar. 31, 2019	$ 221,103	$ 44	941,068	70	(720,079)
Beginning Balance (in shares) at Dec. 31, 2019	52,374,735	52,374,735
Beginning Balance at Dec. 31, 2019	$ 225,490	$ 52	1,069,639	3	(844,204)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with the Teoxane Agreement (in shares)		2,500,000
Issuance of common stock in connection with the Teoxane Agreement		$ 3	43,397
Issuance of restricted stock awards and performance stock awards, net of cancellation (in shares)		1,197,054
Issuance of restricted stock awards and performance stock awards, net of cancellation		$ 1	(1)
Issuance of common stock in connection with offerings (in shares)		975,000
Issuance of common stock in connection with offerings		$ 1	15,536
Issuance of common stock upon exercise of stock options and warrants (in shares)		52,352
Net settlement of restricted stock awards for employee taxes (in shares)		(72,987)
Issuance of common stock upon exercise of stock options and warrants			572
Equity component of convertible senior notes, net of transaction costs of $3,583			108,510
Stock-based compensation			6,544
Capped call transactions			(28,865)
Net settlement of restricted stock awards for employee taxes			(1,401)
Unrealized gain and adjustment on securities included in net loss	521			521
Net loss	$ (61,933)				(61,933)
Ending Balance (in shares) at Mar. 31, 2020	57,026,154	57,026,154
Ending Balance at Mar. 31, 2020	$ 308,375	$ 57	$ 1,213,931	$ 524	$ (906,137)

The Company and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Company and Summary of Significant Accounting Policies	The Company and Summary of Significant Accounting Policies The Company Revance Therapeutics, Inc is a biotechnology company, developing new innovations in neuromodulators for aesthetic and therapeutic indications. Our lead product candidate, DaxibotulinumtoxinA for Injection, combines a proprietary stabilizing peptide excipient with a highly purified botulinum toxin that does not contain human or animal-based components. We have successfully completed a Phase 3 program for DaxibotulinumtoxinA for Injection in glabellar (frown) lines. In November 2019, we submitted the Biologics License Application (“BLA”) to the United States (the “U.S.”) Food and Drug Administration (the “FDA”) for DaxibotulinumtoxinA for Injection in the treatment of moderate to severe glabellar (frown) lines. The FDA accepted the BLA on February 5, 2020, and the Prescription Drug User Fee Act (“PDUFA”) target action date is November 25, 2020. We are also evaluating DaxibotulinumtoxinA for Injection in upper facial lines - glabellar lines, forehead lines and crow’s feet combined -- as well as in three therapeutic indications -- cervical dystonia, adult upper limb spasticity and plantar fasciitis. Beyond DaxibotulinumtoxinA for Injection, we have begun development of a biosimilar to BOTOX®, which would compete in the existing short-acting neuromodulator marketplace. In January 2020, we entered into an exclusive distribution agreement (the “Teoxane Agreement”) with Teoxane SA (“Teoxane”), pursuant to which Teoxane granted us with the exclusive right to import, market, promote, sell and distribute Teoxane’s line of Resilient Hyaluronic Acid® (RHA®) dermal fillers. We are dedicated to making a difference by transforming patient experiences. Since inception, we have devoted substantially all of our efforts to identifying and developing product candidates for the aesthetic and therapeutic pharmaceutical markets, recruiting personnel, raising capital, conducting preclinical and clinical development of, and manufacturing development for DaxibotulinumtoxinA for Injection, DaxibotulinumtoxinA Topical, the biosimilar to BOTOX®, and preparing the commercial launch of Teoxane’s line of Resilient Hyaluronic Acid® dermal fillers. We have incurred losses and negative cash flows from operations. We have not generated product revenue to date, and will continue to incur significant research and development and other expenses related to our ongoing operations. For three months ended March 31, 2020, we had a net loss of $61.9 million. As of March 31, 2020, we had a working capital surplus of $476.8 million and an accumulated deficit of $906.1 million. In recent years, we have funded our operations primarily through a combination of issuance and sale of common stock and issuance of convertible senior notes. As of March 31, 2020, we had capital resources of $511.3 million consisting of cash, cash equivalents, and short-term investments. We believe that our existing capital resources will fund the operating plan through at least the next 12 months following the issuance of this Form 10-Q, and may identify additional capital resources to fund our operations. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim periods presented. Our condensed consolidated balance sheets for the year ended December 31, 2019 was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”). The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2020, or any other future period. Our condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (“SEC”), on February 26, 2020. Our condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, and have been prepared in conformity with U.S. GAAP. We operate in one segment. Principles of Consolidation Our condensed consolidated financial statements include our accounts and our wholly-owned subsidiaries. All intercompany transactions have been eliminated. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, revenue recognition, deferred revenue classification, accruals including clinical trial costs, stock-based compensation, fair value of derivative liability, fair value of the liability component of the convertible senior notes, allocation of purchase consideration of asset acquisitions, and accounting for income taxes. We base these estimates on historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances. The worldwide continued spread of COVID-19 has caused a global slowdown of economic activity which has decreased demand for a broad variety of goods and services, including from our potential customers, while also disrupting sales channels and marketing activities for an unknown period of time until the disease is contained. We are unable to predict the future effect resulting from the COVID-19 pandemic on, for instance, paused clinical trials and revised product launch timing. As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our condensed consolidated financial statements. Intangible Assets Intangible assets acquired in asset acquisition are stated at cost, less accumulated amortization on the condensed consolidated balance sheets, and are amortized on a ratable basis over their useful life. Assets acquired as part of an asset acquisition that are considered to be in-process research and development are immediately expensed unless there is an alternative future use in other research and development projects. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted. We adopted ASU 2018-15 on January 1, 2020 on a prospective basis. Recent Accounting Pronouncements The recent accounting pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

Stockholders' Equity and Stock-Based Compensation

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Stockholders' Equity and Stock-Based Compensation

Stockholders’ Equity and Stock-Based Compensation

Common Stock Warrants

As of December 31, 2019, warrants to purchase 34,113 shares of common stock were outstanding at an exercise price of $14.95 per share, which expired in May 2020. In February 2020, warrants to purchase 34,113 shares of common stock were net exercised for 11,134 shares of common stock. As of March 31, 2020, no common stock warrants were outstanding.

2014 Equity Incentive Plan (the “2014 EIP”)

On January 1, 2020, the number of shares of common stock reserved for issuance under the 2014 EIP increased by 2,094,989 shares. For the three months ended March 31, 2020, 765,675 stock options and 1,261,225 restricted stock awards, including 215,000 performance stock awards, were granted under the 2014 EIP. As of March 31, 2020, 929,364 shares were available for issuance under the 2014 EIP.

2014 Inducement Plan (the “2014 IN”)

For the three months ended March 31, 2020, no stock options or restricted stock awards were granted under the 2014 IN. As of March 31, 2020, 246,130 shares were available for issuance under the 2014 IN.

2014 Employee Stock Purchase Plan (the “2014 ESPP”)

On January 1, 2020, the number of shares of common stock reserved for issuance under the 2014 ESPP increased by 300,000 shares. As of March 31, 2020, 1,704,005 shares were available for issuance under the 2014 ESPP.

Net Loss per Share

Our basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, which includes the vested restricted stock awards. The diluted net loss per share is calculated by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, underlying shares of convertible senior notes, outstanding stock options, outstanding common stock warrants, unvested restricted stock awards and performance stock awards, and shares of common stock expected to be purchased under 2014 ESPP are considered common stock equivalents, which were excluded from the computation of diluted net loss per share because including them would have been antidilutive.

Common stock equivalents that were excluded from the computation of diluted net loss per share are presented as below:



	March 31,
	2020	2019
Convertible senior notes	8,878,938	—
Outstanding common stock options	5,305,185	4,372,676
Unvested restricted stock awards and performance stock awards	2,799,982	768,770
Shares of common stock expected to be purchased on June 30 under the 2014 ESPP	49,861	35,619
Outstanding common stock warrants	—	34,113

Follow-On Public Offering

In December 2019, we completed a follow-on public offering, pursuant to which we issued 6,500,000 shares of common stock at $17.00 per share for net proceeds of $103.6 million, after underwriting discounts, commissions and other offering expenses. In January 2020, the underwriters exercised their over-allotment option to purchase 975,000 additional shares of common stock at $17.00 per share for net proceeds of $15.6 million, after underwriting discounts, commissions and other offering expenses.

At-The-Market Offering

We are party to a controlled equity offering sales agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) (the “2018 ATM Agreement”), under which we may offer and sell common stock having aggregate proceeds of up to $125.0 million through Cantor Fitzgerald as our sales agent. Under the 2018 ATM Agreement, sales of common stock through Cantor Fitzgerald will be made by means of ordinary brokers’ transactions on the Nasdaq or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise agreed upon by us and Cantor Fitzgerald. From time to time, Cantor Fitzgerald may sell the common stock based upon our instructions, and we will pay a commission to Cantor Fitzgerald of up to 3.0% of the gross sales proceeds of any common stock sold through Cantor Fitzgerald. For the three months ended March 31, 2020, no common stock was sold under the 2018 ATM Agreement.

Stock-based Compensation

Stock-based compensation expense was allocated as follows:



(in thousands)	Three Months Ended March 31,
(in thousands)	2020		2019
Research and development	$	2,442	$	2,079
Selling, general and administrative	4,102		2,080
Total stock-based compensation	$	6,544	$	4,159

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Financial Instruments

The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy:



	March 31, 2020
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets
Money market funds	$	179,031	$	179,031	$	—	$	—
U.S. treasury securities	30,306		30,306		—		—
U.S. government agency obligations	159,976		—		159,976		—
Commercial paper	140,320		—		140,320		—
Total assets measured at fair value	$	509,633	$	209,337	$	300,296	$	—

Liabilities
Derivative liability	$	3,042	$	—	$	—	$	3,042
Total liabilities measured at fair value	$	3,042	$	—	$	—	$	3,042



	December 31, 2019
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets
Money market funds	$	136,258	$	136,258	$	—	$	—
U.S. treasury securities	48,355		48,355		—		—
Commercial paper	77,082		—		77,082		—
Overnight repurchase agreements	15,001		—		15,001		—
U.S. government agency obligations	5,990		—		5,990		—
Total assets measured at fair value	$	282,686	$	184,613	$	98,073	$	—

Liabilities
Derivative liability	$	2,952	$	—	$	—	$	2,952
Total liabilities measured at fair value	$	2,952	$	—	$	—	$	2,952

Summary of Changes in Fair Value of Financial Instruments

The following table summarizes the change in the fair value of our Level 3 financial instrument:



(in thousands)	Derivative Liability
Fair value as of December 31, 2019	$	2,952
Change in fair value	90
Fair value as of March 31, 2020	$	3,042

Commitments and Contingencies - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended
	Jan. 31, 2020	Mar. 31, 2020
Loss Contingencies [Line Items]
Indemnification liability recorded during the period		$ 0
Teoxane Agreement
Loss Contingencies [Line Items]
Collaborative agreement, contractual period	10 years	10 years
Collaborative agreement, extended contractual period	2 years	2 years
Fair value of assets acquired	$ 43,500,000
List Laboratories \| Product Approval Payment Derivative
Loss Contingencies [Line Items]
Accrued milestone obligations		$ 2,000,000.0
Botulinum Toxin Research Associates, Inc.
Loss Contingencies [Line Items]
Accrued milestone obligations		16,000,000.0
BioSentinel, Inc.
Loss Contingencies [Line Items]
Accrued milestone obligations		300,000
Other Current Liabilities
Loss Contingencies [Line Items]
Fair value of assets acquired		$ 1,000,000.0

Stockholders' Equity and Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Summary of Common Stock Equivalents Excluded from Computation of Diluted Net Income (Loss) Per Share

Common stock equivalents that were excluded from the computation of diluted net loss per share are presented as below:



	March 31,
	2020	2019
Convertible senior notes	8,878,938	—
Outstanding common stock options	5,305,185	4,372,676
Unvested restricted stock awards and performance stock awards	2,799,982	768,770
Shares of common stock expected to be purchased on June 30 under the 2014 ESPP	49,861	35,619
Outstanding common stock warrants	—	34,113

Schedule of Stock-based Compensation Expense

Stock-based compensation expense was allocated as follows:



(in thousands)	Three Months Ended March 31,
(in thousands)	2020		2019
Research and development	$	2,442	$	2,079
Selling, general and administrative	4,102		2,080
Total stock-based compensation	$	6,544	$	4,159

The Company and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim periods presented. Our condensed consolidated balance sheets for the year ended December 31, 2019 was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”). The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2020, or any other future period. Our condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (“SEC”), on February 26, 2020. Our condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, and have been prepared in conformity with U.S. GAAP. We operate in one segment.
Principles of Consolidation	Principles of Consolidation Our condensed consolidated financial statements include our accounts and our wholly-owned subsidiaries. All intercompany transactions have been eliminated.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, revenue recognition, deferred revenue classification, accruals including clinical trial costs, stock-based compensation, fair value of derivative liability, fair value of the liability component of the convertible senior notes, allocation of purchase consideration of asset acquisitions, and accounting for income taxes. We base these estimates on historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances. The worldwide continued spread of COVID-19 has caused a global slowdown of economic activity which has decreased demand for a broad variety of goods and services, including from our potential customers, while also disrupting sales channels and marketing activities for an unknown period of time until the disease is contained. We are unable to predict the future effect resulting from the COVID-19 pandemic on, for instance, paused clinical trials and revised product launch timing. As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our condensed consolidated financial statements.
Intangible Assets	Intangible Assets Intangible assets acquired in asset acquisition are stated at cost, less accumulated amortization on the condensed consolidated balance sheets, and are amortized on a ratable basis over their useful life. Assets acquired as part of an asset acquisition that are considered to be in-process research and development are immediately expensed unless there is an alternative future use in other research and development projects.
Accounting Pronouncements	Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted. We adopted ASU 2018-15 on January 1, 2020 on a prospective basis. Recent Accounting Pronouncements The recent accounting pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

Leases

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Leases

We have non-cancelable operating leases for facilities for research, manufacturing, and administrative functions, and equipment operating leases. As of March 31, 2020, the weighted average remaining lease term is 6.8 years. The monthly payments for the facility lease escalate over the facility lease term with the exception of a decrease in payments at the beginning of 2022. We have options to extend the facility operating leases for up to 14.0 years. Our lease contracts do not contain termination options, residual value guarantees or restrictive covenants.

The operating lease costs are summarized as follows:



	Three Months Ended March 31,
(in thousands)	2020		2019
Operating lease cost	$	1,425	$	1,343
Variable lease cost ⁽¹⁾	77		290
Total operating lease costs	$	1,502	$	1,633


(1)	Variable lease cost includes management fees, common area maintenance, property taxes, and insurance, which are not included in the lease liabilities and are expensed as incurred.

As of March 31, 2020, maturities of the Company’s operating lease liabilities are as follows:



Year Ending December 31,	(in thousands)
2020 remaining nine months	$	5,057
2021	6,942
2022	5,464
2023	5,557
2024	5,733
2025 and thereafter	12,226
Total operating lease payments	40,979
Less imputed interest ⁽¹⁾	(12,462		)
Present value of operating lease payments	$	28,517


(1)	Our lease contracts do not provide a readily determinable implicit rate. The imputed interest was based on a weighted average discount rate of 12.0%, which represents the estimated incremental borrowing based on the information available at the adoption or commencement dates.

Supplemental cash flow information related to the operating leases was as follows:



	Three Months Ended March 31,
(in thousands)	2020		2019
Cash paid for amounts included in the measurement of operating lease liabilities	$	1,677	$	1,450
Right-of-use assets obtained in exchange for operating lease liabilities	$	—	$	3,890

Leases Leases (Tables)

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Operating Lease Costs

The operating lease costs are summarized as follows:



	Three Months Ended March 31,
(in thousands)	2020		2019
Operating lease cost	$	1,425	$	1,343
Variable lease cost ⁽¹⁾	77		290
Total operating lease costs	$	1,502	$	1,633

(1)

Variable lease cost includes management fees, common area maintenance, property taxes, and insurance, which are not included in the lease liabilities and are expensed as incurred.

Operating Lease Liability Maturities

As of March 31, 2020, maturities of the Company’s operating lease liabilities are as follows:



Year Ending December 31,	(in thousands)
2020 remaining nine months	$	5,057
2021	6,942
2022	5,464
2023	5,557
2024	5,733
2025 and thereafter	12,226
Total operating lease payments	40,979
Less imputed interest ⁽¹⁾	(12,462		)
Present value of operating lease payments	$	28,517


(1)	Our lease contracts do not provide a readily determinable implicit rate. The imputed interest was based on a weighted average discount rate of 12.0%, which represents the estimated incremental borrowing based on the information available at the adoption or commencement dates.

Supplemental Cash Flow Information

Supplemental cash flow information related to the operating leases was as follows:



	Three Months Ended March 31,
(in thousands)	2020		2019
Cash paid for amounts included in the measurement of operating lease liabilities	$	1,677	$	1,450
Right-of-use assets obtained in exchange for operating lease liabilities	$	—	$	3,890

Convertible Senior Notes

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Convertible Senior Notes

On February 14, 2020, we issued convertible senior notes that are due in 2027 (the “2027 Notes”) with an aggregate principal balance of $287.5 million, pursuant to an indenture, dated February 14, 2020, between Revance and U.S. Bank National Association, as trustee (the “Indenture”). The 2027 Notes are senior unsecured obligations and bear interest at a rate of 1.75% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020. The 2027 Notes will mature on February 15, 2027, unless earlier converted, redeemed or repurchased. In connection with issuing the 2027 Notes, we received $278.3 million in net proceeds, after deducting the initial purchasers’ discount, commissions, and other issuance costs. A portion of the net proceeds from the 2027 Notes were used to purchase the capped call transactions described below and the remainder will be used to fund expenses associated with commercial launch activities for both the RHA® dermal fillers and, if approved, DaxibotulinumtoxinA for Injection for glabellar lines, research and development, and other corporate activities.

The 2027 Notes may be converted at any time by the holders prior to the close of business on the business day immediately preceding November 15, 2026 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2020 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the 2027 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after November 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2027 Notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.

The conversion rate will initially be 30.8804 shares of our common stock per $1,000 principal amount of the 2027 Notes (equivalent to an initial conversion price of approximately $32.38 per share of our common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2027 Notes in connection with such a corporate event or notice of redemption, as the case may be.

We may not redeem the 2027 Notes prior to February 20, 2024. We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after February 20, 2024 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2027 Notes.

If we undergo a fundamental change (as defined in the Indenture), holders may require us to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

In accounting for the issuance of the 2027 Notes, we separated the 2027 Notes into liability and equity components. The carrying amount of the liability component was $175.4 million, which was calculated by using a discount rate of 9.5%, which was estimated to be our borrowing rate on the issuance date for a similar debt instrument without the conversion feature. The carrying amount of the equity component was $112.1 million, which represents the conversion option, and was determined by deducting the fair value of the liability component from the par value of the 2027 Notes. The equity component of the 2027 Notes is included in additional paid-in capital in the condensed consolidated balance sheets and will not be subsequently remeasured as long as it continues to meet the conditions for equity classification. The difference between the principal amount of the 2027 Notes and the liability component (the “debt discount”) is amortized to interest expense in the condensed consolidated statements of operations and comprehensive loss using the effective interest method over the term of the 2027 Notes.

Total transaction costs for the issuance of the 2027 Notes were $9.2 million, consisting of initial purchasers’ discount, commissions, and other issuance costs. We allocated the total transaction costs proportionally to the liability and equity components. The transaction costs attributed to the liability component were $5.6 million, which were recorded as debt issuance costs (presented as contra debt in our condensed consolidated balance sheets) and are amortized to interest expense in the condensed consolidated statements of operations and comprehensive loss over the term of the 2027 Notes. The transaction costs attributed to the equity component were $3.6 million, which were included in additional paid-in capital.

Interest expense relating to the 2027 Notes in the condensed consolidated statements of operations and comprehensive loss are summarized as follows:



	Three Months Ended
(in thousands)	March 31, 2020
Contractual interest expense	$	643
Amortization of debt discount ⁽¹⁾	1,461
Amortization of debt issuance costs ⁽²⁾	44
Total interest expense	$	2,148


⁽¹⁾	The effective interest rate on the liability component of the 2027 Notes was 9.5% for the three months ended March 31, 2020, which remained unchanged from the issuance date. As of March 31, 2020, the unamortized debt discount was $110.6 million, and will be amortized over 6.9 years.


⁽²⁾	As of March 31, 2020, the unamortized debt issuance cost for the 2027 Notes was $5.6 million on the condensed consolidated balance sheets.

As of March 31, 2020, the convertible senior notes on the condensed consolidated balance sheets represented the carrying amount of the liability component of the 2027 Notes, net of unamortized debt discounts and debt issuance costs, which are summarized as follows:



(in thousands)	March 31, 2020
2027 Notes	$	287,500
Less: Unamortized debt discount and debt issuance costs	(116,195		)
Carrying amount of 2027 Notes	$	171,305

Capped Call Transactions

Concurrently with the 2027 Notes, we entered into capped call transactions with one of the initial purchasers and another financial institution (the “option counterparties”) and used $28.9 million of the net proceeds from the 2027 Notes to pay the cost of the capped call transactions. The capped call transactions are expected generally to reduce the potential dilutive effect upon conversion of the 2027 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2027 Notes, as the case may be, with such reduction and/or offset subject to a price cap of $48.88 of our common stock per share, which represents a premium of 100% over the last reported sale price of our common stock on February 10, 2020. The capped calls have an initial strike price of $32.38 per share, subject to certain adjustments, which corresponds to the conversion option strike price in the 2027 Notes. The capped call transactions cover, subject to anti-dilution adjustments, approximately 8.9 million shares of our common stock.

The capped call transactions are separate transactions that we entered into with the option counterparties and are not part of the terms of the 2027 Notes. As the capped call transactions meet certain accounting criteria, the premium paid of $28.9 million was recorded as a reduction in additional paid-in capital in the condensed consolidated balance sheets, and will not be remeasured to fair value as long as the accounting criteria continue to be met. As of March 31, 2020, we had not purchased any shares under the capped call transactions.

Stockholders' Equity and Stock-Based Compensation - Stock Option Plan Additional Information (Details) - USD ($)	1 Months Ended			3 Months Ended
	Feb. 29, 2020	Jan. 31, 2020	Dec. 31, 2019	Mar. 31, 2020	Mar. 31, 2019	Jan. 01, 2020
2014 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance (in shares)				929,364		2,094,989
2014 Inducement Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance (in shares)				246,130
2014 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance (in shares)						300,000
Follow On Offering
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock issued during period, shares, new issues (in shares)			6,500,000
Share price (in dollar per share)			$ 17.00
Proceeds from issuance of common stock			$ 103,600,000
Over-Allotment Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock issued during period, shares, new issues (in shares)		975,000
Share price (in dollar per share)		$ 17.00
Proceeds from issuance of common stock		$ 15,600,000
At the Market Offering
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock issued during period, shares, new issues (in shares)				0
Stock issuance sales agreement, authorized offering price, maximum				$ 125,000,000.0
Commission, percentage, maximum				3.00%
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for purchase under common stock warrants (in shares)	34,113		34,113	0
Shares issued upon exercise of warrant (shares)	11,134
Stock issued during period, shares, new issues (in shares)				975,000	6,764,705
Share-based Payment Arrangement \| 2014 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares underlying stock options granted (in shares)				765,675
Restricted Stock \| 2014 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted under restricted stock awards (shares)				1,261,225
Performance-based Common Stock \| 2014 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted under restricted stock awards (shares)				215,000
Employee Stock Option \| 2014 Inducement Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares underlying stock options granted (in shares)				0
Employee Stock \| 2014 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance (in shares)				1,704,005
Weighted Average \| Outstanding common stock warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price per share (in USD per share)			$ 14.95

Leases Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 1,677	$ 1,450
Right-of-use assets obtained in exchange for operating lease liabilities	$ 0	$ 3,890

Stockholders' Equity and Stock-Based Compensation - Stock Option Plan Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock based compensation expense	$ 6,544	$ 4,159
Research and Development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock based compensation expense	2,442	2,079
General and Administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock based compensation expense	$ 4,102	$ 2,080

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2020	Apr. 24, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2020
Document Transition Report	false
Entity File Number	001-36297
Entity Registrant Name	Revance Therapeutics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0551645
Entity Address, Address Line One	7555 Gateway Boulevard
Entity Address, City or Town	Newark
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94560
City Area Code	510
Local Phone Number	742-3400
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	RVNC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		57,052,046
Entity Central Index Key	0001479290
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false

Leases Leases (Details)	Mar. 31, 2020
Leases [Abstract]
Weighted average remaining lease term	6 years 9 months 18 days
Extended term of lease	14 years

Filler Distribution Agreement (Tables)

3 Months Ended

Mar. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The following table summarized the distribution rights:



	March 31, 2020
(in thousands)	Initial Carrying Amount		Accumulated Amortization		Net Carrying Amount
Distribution rights to approved products and indications	$	32,334	$	—	$	32,334

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Convertible preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible preferred stock authorized (shares)	5,000,000	5,000,000
Convertible preferred stock issued (shares)	0	0
Convertible preferred stock outstanding (shares)	0	0
Common stock, par value (in dollar per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	95,000,000	95,000,000
Common stock, shares issued (in shares)	57,026,154	52,374,735
Common stock, shares outstanding (in shares)	57,026,154	52,374,735

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (61,933)	$ (35,304)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash in-process research and development	11,184	0
Stock-based compensation	6,544	4,159
Amortization of debt discount and issuance costs	1,505	0
Depreciation and amortization	739	628
Amortization of discount on investments	(513)	(649)
Other non-cash operating activities	371	88
Changes in operating assets and liabilities:
Accounts receivable	0	27,000
Prepaid expenses and other current assets	(467)	(1,018)
Operating lease right of use assets	570	(3,440)
Other non-current assets	175	101
Accounts payable	789	(3,736)
Accruals and other liabilities	(2,373)	(2,298)
Deferred revenue	942	(278)
Operating lease liabilities	(822)	3,333
Net cash used in operating activities	(43,289)	(11,414)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments	(159,412)	(127,357)
Purchases of property and equipment	(539)	(1,084)
Purchase of intangible assets	(118)	0
Proceeds from maturities of investments	54,500	25,000
CASH FLOWS FROM FINANCING ACTIVITIES	(105,569)	(103,441)
Proceeds from issuance of common stock in connection with offerings, net of commissions and discount
Proceeds from issuance of convertible senior notes	287,500	0
Proceeds from issuance of common stock in connection with offerings, net of commissions and discount	15,581	108,100
Proceeds from the exercise of stock options and common stock warrants	572	18
Payment of capped call transactions	(28,865)	0
Payment of convertible senior notes transaction costs	(8,703)	0
Net settlement of restricted stock awards for employee taxes	(1,401)	(1,049)
Payment of offering costs	(337)	(201)
Net cash provided by financing activities	264,347	106,868
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	115,489	(7,987)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period	171,890	73,986
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period	287,379	65,999
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Issuance of common stock in connection with the Teoxane Agreement	43,400	0
Accrued transaction costs on convertible senior notes	487	0
Property and equipment purchases included in accounts payable and accruals	247	1,108
Accrued offering costs	$ 0	$ 320

Convertible Senior Notes - Capped Call Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions		3 Months Ended
	Feb. 14, 2020	Mar. 31, 2020	Mar. 31, 2019
Debt Instrument [Line Items]
Payment of capped call transactions	$ 28,900	$ 28,865	$ 0
Price cap (in dollars per share)	$ 48.88
Premium percentage over sale price	100.00%
Number of shares subject to anti-dilution adjustments (in shares)		8.9
Convertible Debt \| 2027 Notes
Debt Instrument [Line Items]
Conversion price (in dollars per share)	$ 32.38

The Company and Summary of Significant Accounting Policies- Additional Information (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($) segment	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of Operating Segments \| segment	1
Net loss	$ 61,933	$ 35,304
Working capital surplus	476,800
Accumulated deficit	906,137		$ 844,204
Cash, cash equivalents, and short-term investments	$ 511,300
Cash and cash equivalents, and investments, expected funding term for operating plan (in months)	12 months

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Leases Leases - Operating Lease Liability Maturities (Details) $ in Thousands	Mar. 31, 2020 USD ($)
Leases [Abstract]
2020 remaining nine months	$ 5,057
2021	6,942
2022	5,464
2023	5,557
2024	5,733
2025 and thereafter	12,226
Total operating lease payments	40,979
Less imputed interest (1)	(12,462)
Present value of operating lease payments	$ 28,517
Weighted average discount rate (percent)	12.00%

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Teoxane Agreement We are parties to the Teoxane Agreement (Note 4), which will be effective for a term of ten years upon product launch and may be extended for a two-year period upon the mutual agreement of the parties. We are required to meet certain minimum purchase obligations during each year of the term. We are also required to meet certain minimum expenditure requirements in connection with commercialization efforts. Either party may terminate the Teoxane Agreement in the event of the insolvency of, or a material breach by, the other party, including certain specified breaches that include the right for Teoxane to terminate the Teoxane Agreement for our failure to meet the minimum purchase requirements or commercialization expenditure during specified periods, or for our breach of the exclusivity obligations under the Teoxane Agreement. Other Purchase Commitments We are parties to a Technology Transfer, Validation and Commercial Fill/Finish Services Agreement with Ajinomoto Althea, Inc. dba Ajinomoto Bio-Pharma Services (“Althea”) (the “Althea Services Agreement”), under which Althea provides us a contract development and manufacturing organization, which allows us to have expanded capacity and a second source for drug product manufacturing in order to support a global launch of DaxibotulinumtoxinA for Injection. The initial term of the Althea Services Agreement expires in 2024, unless terminated sooner by either company and we have minimum purchase obligations based on our production forecasts. Other Contingencies We are obligated to pay $2.0 million milestone payment to a developer of botulinum toxin, List Biological Laboratories, Inc. (“List Laboratories”), when a certain regulatory milestone is achieved. As of March 31, 2020, the milestone had not been achieved. We are also obligated to pay royalties to List Laboratories on future sales of botulinum toxin products. We entered into an asset purchase agreement (the “BTRX Purchase Agreement”) with Botulinum Toxin Research Associates, Inc. (“BTRX”), under which we are obligated to pay up to $16.0 million to BTRX upon the satisfaction of milestones relating to our product revenue, intellectual property, and clinical and regulatory events. As of March 31, 2020, a one-time intellectual property development milestone liability of $1.0 million has been recorded in accruals on our condensed consolidated balance sheets. We entered into an agreement with BioSentinel, Inc. (“BioSentinel”), under which we in-license BioSentinel’s technology and expertise for research, development and manufacturing purposes. We are obligated to pay BioSentinel minimum quarterly use fees and a one-time milestone payment of $0.3 million when regulatory approval is achieved. As of March 31, 2020, the milestone has not been achieved. Indemnification We have standard indemnification agreements in the ordinary course of business. Under these indemnification agreements, we indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to our technology. The term of these indemnification agreements is generally perpetual after the execution of the agreements. The maximum potential amount of future payments we are obligated to pay under these indemnification agreements is not determinable because it involves claims that may be made against us in the future but have not been made. We have not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. We have indemnification agreements with our directors and officers that may require us to indemnify them against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. For the three months ended March 31, 2020, no amounts associated with the indemnification agreements have been recorded.

Revenue (Details) - USD ($)		1 Months Ended		3 Months Ended
Revenue (Details) - USD ($)	Feb. 28, 2018	Mar. 31, 2020	Jan. 31, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Remaining performance obligation		$ 31,000,000.0		$ 31,000,000.0
Revenues				58,000	$ 278,000
Deferred revenue, current portion		10,079,000		10,079,000		$ 7,911,000
Deferred revenue, net of current portion		46,722,000		46,722,000		47,948,000
Mylan
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Non-refundable upfront payment	$ 30,000,000
Contingent payments	100,000,000
Revenue maximum for receipt of tiered milestone payments	$ 225,000,000
Remaining performance obligation		106,800,000		106,800,000
Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd.
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contingent payments			$ 230,500,000
Contract with customer, asset, before allowance for credit loss		1,000,000.0	30,000,000.0	1,000,000.0
Foreign withholding tax, amount		100,000	$ 3,000,000.0
Contract with customer, liability, revenue recognized				0	0
Development Services
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenues				100,000	$ 300,000
Deferred revenue, current portion		10,100,000		10,100,000		7,900,000
Deferred revenue, net of current portion		$ 15,700,000		$ 15,700,000		$ 18,000,000.0

Fair Value Measurements

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following table summarizes, for assets and liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy:



	March 31, 2020
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets
Money market funds	$	179,031	$	179,031	$	—	$	—
U.S. treasury securities	30,306		30,306		—		—
U.S. government agency obligations	159,976		—		159,976		—
Commercial paper	140,320		—		140,320		—
Total assets measured at fair value	$	509,633	$	209,337	$	300,296	$	—

Liabilities
Derivative liability	$	3,042	$	—	$	—	$	3,042
Total liabilities measured at fair value	$	3,042	$	—	$	—	$	3,042



	December 31, 2019
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets
Money market funds	$	136,258	$	136,258	$	—	$	—
U.S. treasury securities	48,355		48,355		—		—
Commercial paper	77,082		—		77,082		—
Overnight repurchase agreements	15,001		—		15,001		—
U.S. government agency obligations	5,990		—		5,990		—
Total assets measured at fair value	$	282,686	$	184,613	$	98,073	$	—

Liabilities
Derivative liability	$	2,952	$	—	$	—	$	2,952
Total liabilities measured at fair value	$	2,952	$	—	$	—	$	2,952

For Level 1 investments, we use quoted prices in active markets for identical assets to determine the fair value. For Level 2 investments, we use quoted prices for similar assets sourced from certain third-party pricing services. The third-party pricing services generally utilize industry standard valuation models for which all significant inputs are observable, either directly or indirectly, to estimate the price or fair value of the securities. The primary input generally includes reported trade of or quotes on the same or similar securities. We do not make additional judgments or assumptions made to the pricing data sourced from the third-party pricing services.

The following table summarizes the change in the fair value of our Level 3 financial instrument:



(in thousands)	Derivative Liability
Fair value as of December 31, 2019	$	2,952
Change in fair value	90
Fair value as of March 31, 2020	$	3,042

The fair value of the derivative liability was determined by estimating the timing and probability of the related regulatory approval and multiplying the payment amount by this probability percentage and a discount factor based primarily on the estimated timing of the payment and a credit risk adjustment (Note 5). Generally, increases or decreases in these unobservable inputs would result in a directionally similar impact to the fair value measurement of this derivative instrument. The significant unobservable inputs used in the fair value measurement of the product approval payment derivative are the expected timing and probability of the payments at the valuation date and the credit risk adjustment.

The fair value of the 2027 Notes (Note 7) was determined on the basis of market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy. We carry 2027 Notes at face value less unamortized debt discount and issuance costs on our condensed consolidated balance sheets and present the fair value for disclosure purposes only. As of March 31, 2020, the fair value of the 2027 Notes was $229.5 million.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Convertible Senior Notes (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Convertible Debt

Interest expense relating to the 2027 Notes in the condensed consolidated statements of operations and comprehensive loss are summarized as follows:



	Three Months Ended
(in thousands)	March 31, 2020
Contractual interest expense	$	643
Amortization of debt discount ⁽¹⁾	1,461
Amortization of debt issuance costs ⁽²⁾	44
Total interest expense	$	2,148


⁽¹⁾	The effective interest rate on the liability component of the 2027 Notes was 9.5% for the three months ended March 31, 2020, which remained unchanged from the issuance date. As of March 31, 2020, the unamortized debt discount was $110.6 million, and will be amortized over 6.9 years.


⁽²⁾	As of March 31, 2020, the unamortized debt issuance cost for the 2027 Notes was $5.6 million on the condensed consolidated balance sheets.



(in thousands)	March 31, 2020
2027 Notes	$	287,500
Less: Unamortized debt discount and debt issuance costs	(116,195		)
Carrying amount of 2027 Notes	$	171,305

Condensed Consolidated Statement of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenue	$ 58	$ 278
Operating expenses:
Research and development	39,794	23,995
Selling, general and administrative	21,224	12,910
Total operating expenses	61,018	36,905
Loss from operations	(60,960)	(36,627)
Interest income	1,491	1,570
Interest expense	(2,148)	0
Changes in fair value of derivative liability	(90)	(92)
Other expense, net	(126)	(155)
Loss before income taxes	(61,833)	(35,304)
Income tax provision	(100)	0
Net loss	(61,933)	(35,304)
Unrealized gain and adjustment on securities included in net loss	521	78
Comprehensive loss	(61,412)	(35,226)
Basic and diluted net loss	$ (61,933)	$ (35,304)
Basic and diluted net loss (in dollar per share)	$ (1.15)	$ (0.85)
Basic and diluted weighted-average number of shares used in computing net loss per share (in shares)	53,868,036	41,598,919

Cash Equivalents and Short-Term Investments (Tables)

3 Months Ended

Mar. 31, 2020

Investments, Debt and Equity Securities [Abstract]

Available-for-sale Securities

The following table is a summary of amortized cost, unrealized gains and losses, and fair value of our cash equivalents and short-term investments:



	March 31, 2020						December 31, 2019
			Unrealized						Unrealized
in thousands	Cost		Gains		Fair Value		Cost		Gains		Losses			Fair Value
Money market funds	$	179,031	$	—	$	179,031	$	136,258	$	—	$	—		$	136,258
U.S. treasury securities	30,124		182		30,306		48,349		6		—			48,355
U.S. government agency obligations	159,634		342		159,976		5,993		2		(5		)	5,990
Commercial paper	140,320		—		140,320		77,082		—		—			77,082
Overnight repurchase agreements	—		—		—		15,001		—		—			15,001
Total cash equivalents and available-for-sale securities	$	509,109	$	524	$	509,633	$	282,683	$	8	$	(5	)	$	282,686