Notes to Consolidated Financial Statements (unaudited)
Unless the context requires otherwise, references in this report to Keryx, Company, we, us and
our refer to Keryx Biopharmaceuticals, Inc. and our subsidiaries.
NOTE 1 DESCRIPTION OF BUSINESS
We are a biopharmaceutical company focused on bringing innovative medicines to market for people with renal disease. Our
product, Auryxia (ferric citrate), is an oral, absorbable iron-based medicine, that received marketing approval from the U.S. Food and Drug Administration, or FDA, in September 2014 for the control of serum phosphorus levels in patients with chronic
kidney disease, or CKD, on dialysis. Ferric citrate is also approved in Japan under the tradename Riona and marketed by our Japanese partner, Japan Tobacco Inc. or JT, and approved in Europe as Fexeric. When discussing ferric citrate in the United
States in reference to our marketed product, we will refer to it as Auryxia, when discussing it in the United States in reference to our investigational medicine in Phase 3, we will refer to it as ferric citrate, when discussing it in Japan, we will
refer to it as Riona, and when discussing it in Europe, we will refer to it as Fexeric.
We launched Auryxia in the United States in late
December 2014. Auryxia is being marketed in the United States through our specialty salesforce and commercial infrastructure. Our sales organization is aligned to 95 territories calling on approximately 5,000 target nephrologists and their
associated dialysis centers.
In March 2016, we announced positive top-line results from our pivotal Phase 3 study of ferric citrate for
the treatment of iron deficiency anemia, or IDA, in adults with stage 3-5 non-dialysis dependent chronic kidney disease, or NDD-CKD. This studys primary endpoint was the between group comparison of the proportion of patients achieving a 1 g/dL
or greater increase in hemoglobin at any point during the 16-week randomized period of the study. Secondary endpoints in the Phase 3 study included the change from baseline to the end of the randomized period for hemoglobin, ferritin, TSAT and serum
phosphorus. The top-line results demonstrated statistically significant differences between ferric citrate- and placebo-treated patients for the primary endpoint and all pre-specified secondary endpoints. The majority of patients in the ferric
citrate group (52 percent) achieved a 1 g/dL or greater increase in hemoglobin at any point during the 16-week randomized period as comparted to 19 percent in the placebo group (p<0.001). Additionally, the safety profile of the drug candidate was
consistent with previously reported clinical studies of ferric citrate, with the majority of adverse events reported as mild to moderate. We believe these initial data support our plan to submit a supplemental new drug application, or sNDA, in the
third quarter of 2016 seeking to expand the label for ferric citrate to include the treatment of IDA in adults with stage 3-5 NDD-CKD.
Our Japanese partner, Japan Tobacco Inc., or JT, together with its subsidiary Torii Pharmaceutical Co. Ltd., or Torii, received manufacturing
and marketing approval of ferric citrate from the Japanese Ministry of Health, Labour and Welfare as an oral treatment for the improvement of hyperphosphatemia in patients with CKD, including dialysis and NDD-CKD, in January 2014. Torii began to
market the product under the brand name Riona in May 2014. Under the license agreement with JT and Torii, we receive royalty payments based on a tiered double-digit percentage of net sales of Riona in Japan escalating up to the mid-teens, and may
also receive up to an additional $55.0 million upon the achievement of certain annual net sales milestones. We in turn owe royalties at a mid-single digit percentage of net sales to the licensor of ferric citrate associated with net sales of Riona
in Japan.
On September 23, 2015, the European Commission, or EC, approved Fexeric (ferric citrate coordination complex) for the
control of elevated serum phosphorus levels, or hyperphosphatemia, in adult patients with CKD, including dialysis and NDD-CKD. The EC also considered ferric citrate coordination complex as a New Active Substance, which provides 10 years of data and
marketing exclusivity in the European Union. We are currently seeking potential partners to commercialize Fexeric in the European Union.
Currently, our only product is Auryxia. In January 2015, we began to recognize product sales based on prescription sales of Auryxia in the
United States. We have also generated, and expect to continue to generate, revenue from the sublicensing of rights to Auryxia in Japan to our Japanese partners, JT and Torii. We may engage in business development activities that include seeking
strategic relationships for Auryxia outside of the United States, as well as evaluating other compounds and companies for in-licensing or acquisition, with a focus on complementary assets.
5
Our major sources of cash have been proceeds from various public and private offerings of our
common stock, the issuance of convertible notes, option and warrant exercises, interest income, upfront and milestone payments from our agreement with JT and Torii and miscellaneous payments from our other prior licensing activities. Even though we
are commercializing Auryxia, we may not become profitable. Our ability to achieve profitability depends on a number of factors, including our ability to complete our development efforts, obtain additional regulatory approvals for Auryxia,
successfully complete any post-approval regulatory obligations and successfully manufacture and commercialize Auryxia alone or in partnership. We may continue to incur substantial operating losses even after we begin to generate meaningful revenues
from Auryxia.
During 2015, we completed two financings to secure capital needed to fund our commercialization efforts and to continue the
clinical development of Auryxia. In October 2015, we completed the sale of $125 million of Convertible Senior Notes due 2020, or the Notes, to funds managed by The Baupost Group, L.L.C., or Baupost. In order to accommodate the full conversion of the
Notes into shares of our common stock, we will seek stockholder approval of an amendment to our certificate of incorporation at the 2016 Annual Meeting of Stockholders to increase the number of authorized shares of our common stock. If the necessary
share increase is not approved by our stockholders by July 1, 2016, we may pay a portion of the conversion amount in cash. As of March 31, 2016, Baupost beneficially owns approximately 24% of our issued and outstanding common stock. If all
of the Notes were converted prior to the approval of the necessary increase in authorized shares, Baupost would beneficially own approximately 28% of our issued and outstanding common stock and Bauposts beneficial ownership of our issued and
outstanding common stock would increase to approximately 43% if the remaining Notes were converted into our common stock. In addition, in January 2015, we raised approximately $118.3 million, net of underwriting discounts and offering expenses, in
an underwritten public offering of our common stock.
Most of our biopharmaceutical development and substantially all of our
administrative operations during the three months ended March 31, 2016 and 2015 were conducted in the United States of America.
NOTE 2 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or
GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. All
adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair presentation of the consolidated financial statements have been included. Nevertheless, these unaudited consolidated financial statements
should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the three months ended March 31, 2016, are not
necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.
Principles of Consolidation
The consolidated financial statements include our financial statements and those of our wholly-owned subsidiaries. Intercompany
transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of revenues and expenses during the applicable reporting period. Actual results
could differ from those estimates. Such differences could be material to these consolidated financial statements.
6
Cash and Cash Equivalents
We consider liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. At
March 31, 2016 and December 31, 2015, all of our cash and cash equivalents were held in either commercial bank accounts or money market funds.
Inventory
Inventory is stated at
the lower of cost or estimated realizable value. We determine the cost of our inventory, which includes amounts related to materials, third-party contract manufacturing and packaging services, and manufacturing overhead, on a first-in, first-out
basis. We capitalize inventory costs at our suppliers when, based on managements judgment, the realization of future economic benefit is probable at each given supplier. We received FDA approval for Auryxia on September 5, 2014, and on
that date began capitalizing inventory purchases of saleable product from certain suppliers. Prior to FDA approval, all saleable product purchased from such suppliers was included as a component of research and development expense.
Accounts Receivable, Net
We
extend credit to our customers for U.S. Auryxia product sales resulting in accounts receivable. Customer accounts are monitored for past due amounts. Past due accounts receivable, determined to be uncollectible, are written off against the allowance
for doubtful accounts. Allowances for doubtful accounts are estimated based upon past due amounts, historical losses and existing economic factors, and are adjusted periodically. We offer cash discounts to certain of our customers, generally 2% of
the sales price, as an incentive for prompt payment. The estimate of cash discounts is recorded at the time of sale. We account for the cash discounts by reducing revenue and accounts receivable by the amount of the discounts we expect our customers
to take. The accounts receivable are reported in the consolidated balance sheets, net of the allowances for doubtful accounts and cash discounts. There was no allowance for doubtful accounts at March 31, 2016 and December 31, 2015.
Revenue Recognition
Our
commercial launch of our only product, Auryxia, in the United States occurred in late December 2014. We sell product to a limited number of major wholesalers, our Distributors, as well as certain pharmacies, or collectively, our Customers. Our
Distributors resell the product to retail pharmacies for purposes of the pharmacies reselling the product to fill patient prescriptions. In accordance with GAAP, our revenue recognition policy requires that: (i) there is persuasive evidence
that an arrangement exists between us and the Customer, (ii) delivery has occurred, (iii) collectability is reasonably assured, and (iv) the price is fixed or determinable. Until we have the ability to reliably estimate returns of
Auryxia from our Customers, revenue will be recognized based on the resale of Auryxia for the purposes of filling patient prescriptions, and not based on initial sales from us to our Customers. Consistent with industry practice, once we achieve
sufficient history such that we can reliably estimate returns based on sales to our Customers, we anticipate that our revenues will be recognized based on sales to our Customers. We currently defer Auryxia revenue recognition until the earlier of
the product being resold for purposes of filling patient prescriptions and the expiration of the right of return (twelve months after the expiration date of the product). The deferred revenue is recorded net of discounts, rebates, and
chargebacks. We also defer the related cost of product sales and record such amounts as finished goods inventory held by others, which is included in inventory on our consolidated balance sheet, until revenue related to such product sales is
recognized.
We have written contracts with our Customers and delivery occurs when a Customer receives Auryxia. We evaluate the
creditworthiness of each of our Customers to determine whether revenues can be recognized upon delivery, subject to satisfaction of the other requirements, or whether recognition is required to be delayed until receipt of payment. In order to
conclude that the price is fixed or determinable, we must be able to (i) calculate our gross product sales from the sales to Customers and (ii) reasonably estimate our net product sales. We calculate gross product sales based on the
wholesale acquisition cost that we charge our Customers for Auryxia. We estimate our net product sales by deducting from our gross product sales (a) trade allowances, such as invoice discounts for prompt payment and distributor fees,
(b) estimated government and private payor rebates, chargebacks and discounts, such as Medicaid reimbursements, (c) reserves for expected product returns, upon our ultimate transition to a sell-in revenue recognition model and
(d) estimated costs of incentives offered to certain indirect customers, including patients.
7
Trade Allowances:
We generally provide invoice discounts on Auryxia sales to our
Distributors for prompt payment and pay fees for distribution services, such as fees for certain data that Distributors provide to us. The payment terms for sales to Distributors generally include a prompt-pay discount for payment made within 30
days. Based on our judgment and industry experience, we expect our Distributors to earn these discounts and fees, and deduct the full amount of these discounts and fees from our gross product sales and accounts receivable at the time such revenues
are recognized.
Rebates, Chargebacks and Discounts:
We contract with Medicaid, other government agencies and various commercial
and Medicare Part D private insurance providers, or collectively, our Third-party Payors, so that Auryxia will be eligible for partial or full reimbursement from such Third-party Payors. We also contract with certain specialty pharmacies directly so
that Auryxia will be eligible for purchase by these specialty pharmacies. We estimate the rebates, chargebacks and discounts we will provide to Third-party Payors and specialty pharmacies, and deduct these estimated amounts from our gross product
sales at the time the sales are recognized. We estimate the rebates, chargebacks and discounts that we will provide to Third-party Payors and specialty pharmacies based upon (i) our contracts with these Third-party Payors and specialty
pharmacies, (ii) the government-mandated discounts applicable to government-funded programs and (iii) information obtained from our Customers and other third parties regarding the payor mix for Auryxia.
Product Returns:
For the year ended December 31, 2015, the first full period in which we began selling Auryxia, and continuing
into the three months ended March 31, 2016, we were not able to reasonably estimate product returns for all product sold to Customers. Once sufficient data exists or we are able to reasonably estimate the amount of Auryxia that will be
returned, we will deduct these estimated amounts from our gross revenues at the time that revenues are recognized. Our Customers have the right to return Auryxia during the 18-month period beginning six months prior to the labeled expiration date
and ending twelve months after the labeled expiration date. Currently the expiration date for Auryxia is eighteen months after it has been converted into tablet form, which is the last step in the manufacturing process for Auryxia and generally
occurs within a few months before Auryxia is delivered to Customers. As of March 31, 2016, we have experienced an immaterial number of product returns.
Other Incentives:
Other incentives that we offer to indirect customers include co-pay mitigation rebates provided by us to commercially
insured patients who have coverage for Auryxia and who reside in states that permit co-pay mitigation programs, and vouchers for a month supply of Auryxia at no patient cost. Our co-pay mitigation program is intended to reduce each participating
patients portion of the financial responsibility for Auryxias purchase price to a specified dollar amount. Based upon the terms of the program and information regarding programs provided for similar specialty pharmaceutical products, we
estimate the average co-pay mitigation amounts and the percentage of patients that we expect to participate in the program in order to establish our accruals for co-pay mitigation rebates and deduct these estimated amounts from our gross product
sales at the time the sales are recognized. We adjust our accruals for co-pay mitigation and voucher rebates based on our estimates regarding the portion of issued rebates that we estimate will not be redeemed.
Our U.S. Auryxia product sales for the three months ended March 31, 2016 and 2015 were offset by provisions for allowances and accruals
as set forth in the tables below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Three months ended
March 31, 2016
|
|
|
Percent of gross
Auryxia
product sales
|
|
|
Three months ended
March 31, 2015
|
|
|
Percent of gross
Auryxia
product sales
|
|
Gross Auryxia product sales
|
|
$
|
8,625
|
|
|
|
|
|
|
$
|
964
|
|
|
|
|
|
Less provision for product sales allowances and accruals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade allowances
|
|
|
1,146
|
|
|
|
13%
|
|
|
|
100
|
|
|
|
10%
|
|
Rebates, chargebacks and discounts
|
|
|
1,678
|
|
|
|
20%
|
|
|
|
30
|
|
|
|
3%
|
|
Product returns
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other incentives (1)
|
|
|
185
|
|
|
|
2%
|
|
|
|
412
|
|
|
|
43%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,009
|
|
|
|
35%
|
|
|
|
542
|
|
|
|
56%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net U.S. Auryxia product sales
|
|
$
|
5,616
|
|
|
|
|
|
|
$
|
422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes co-pay mitigation and voucher rebates.
|
The following table summarizes U.S. Auryxia
product sales recognized and deferred during the three months ended March 31, 2016 and 2015, and the year ended December 31, 2015:
8
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
March 31, 2016
|
|
|
March 31, 2015
|
|
|
December 31, 2015
|
|
Net U.S. Auryxia sales recognized
|
|
$
|
5,616
|
|
|
$
|
422
|
|
|
$
|
10,141
|
|
Deferred product sales
|
|
|
3,718
|
|
|
|
714
|
|
|
|
3,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9,334
|
|
|
$
|
1,136
|
|
|
$
|
13,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We recognize license revenue in accordance with Accounting Standards Codification 605,
Revenue
Recognition
, or ASC 605. We analyze each element of our licensing agreement to determine the appropriate revenue recognition. The terms of the license agreement may include payment to us of non-refundable up-front license fees, milestone
payments if specified objectives are achieved, and/or royalties on product sales. We recognize revenue from upfront payments over the period of significant involvement under the related agreements unless the fee is in exchange for products delivered
or services rendered that represent the culmination of a separate earnings process and no further performance obligation exists under the contract. We recognize milestone payments as revenue upon the achievement of specified milestones only if
(1) the milestone payment is non-refundable, (2) substantive effort is involved in achieving the milestone, (3) the amount of the milestone is reasonable in relation to the effort expended or the risk associated with achievement of
the milestone, and (4) the milestone is at risk for both parties. If any of these conditions are not met, we defer the milestone payment and recognize it as revenue over the estimated period of performance under the contract.
For arrangements for which royalty revenue information becomes available and collectability is reasonably assured, we recognize revenue during
the applicable period earned. When collectability is reasonably assured but a reasonable estimate of royalty revenue cannot be made, the royalty revenue is recognized in the quarter that the licensee provides the written report and related
information to us.
Cost of Goods Sold
Cost of goods sold includes the cost of active pharmaceutical ingredient for Auryxia on which product sales were recognized during the period,
as well as the associated costs for tableting, packaging, shipment, insurance and quality assurance. Cost of goods sold also includes expenses due to the licensor of Auryxia related to the manufacturing of product and product sales recognized during
the period.
In conjunction with our recognition and deferral of U.S. Auryxia product sales, we expensed and capitalized the associated
cost of goods, as follows, during the three months ended March 31, 2016 and 2015, and the year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
March 31, 2016
|
|
|
March 31, 2015
|
|
|
December 31, 2015
|
|
Cost of goods sold expensed
|
|
$
|
1,071
|
|
|
$
|
76
|
|
|
$
|
4,520
|
|
Finished goods inventory held by others
|
|
|
803
|
|
|
|
107
|
|
|
|
231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,874
|
|
|
$
|
183
|
|
|
$
|
4,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finished goods inventory held by others as of March 31, 2016 and 2015 represents the cost of goods sold
that has been deferred to align with our deferral of U.S. Auryxia product sales.
License Expenses
License expenses include royalty and other expenses due to the licensor of Auryxia related to our license agreement with JT and Torii. With
regard to royalty expense, such expense is directly related to the royalty revenue received from JT and Torii and is recognized in the same period as the revenue is recorded. Other expenses are recognized in the period they are incurred.
Research and Development Costs
Research and development costs are expensed as incurred. Pre-approval inventory expenditures are recorded as research and development expense
as incurred. The capitalization of inventory for our product candidate(s) commence when it is probable that the product will be approved for commercial marketing. Nonrefundable advance payments for goods or services that will be used or rendered for
future research and development activities are deferred and amortized over the period that the goods are delivered or the related services are performed, subject to an assessment of recoverability. We make estimates of costs incurred in relation to
external clinical research organizations,
9
or CROs, and clinical site costs. We analyze the progress of clinical trials, including levels of patient enrollment, invoices received and contracted costs when evaluating the adequacy of the
amount expensed and the related prepaid asset and accrued liability. Significant judgments and estimates must be made and used in determining the accrued balance and expense in any accounting period. We review and accrue CRO expenses and clinical
trial study expenses based on work performed and rely upon estimates of those costs applicable to the stage of completion of a study. Accrued CRO costs are subject to revisions as such trials progress to completion. Revisions are charged to expense
in the period in which the facts that give rise to the revision become known. With respect to clinical site costs, the financial terms of these agreements are subject to negotiation and vary from contract to contract. Payments under these contracts
may be uneven, and depend on factors such as the achievement of certain events, the successful recruitment of patients, the completion of portions of the clinical trial or similar conditions. The objective of our policy is to match the recording of
expenses in our consolidated financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical site costs are recognized based on our estimate of the degree of completion of the event or events
specified in the specific clinical study or trial contract.
Stock-Based Compensation
We recognize all share-based payments to employees and to non-employee directors for service on our Board of Directors as compensation expense
in the consolidated financial statements based on the grant date fair values of the awards. Stock-based compensation expense recognized each period is based on the value of the portion of awards that is ultimately expected to vest. Forfeitures are
estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
For
share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date. The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total
amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is
recalculated based on the then current fair value, at each subsequent reporting date.
Basic and Diluted Net Loss Per Common Share
Basic net loss per share is computed by dividing the losses allocable to common stockholders by the weighted average number of shares of common
stock outstanding for the period. Diluted net loss per share does not reflect the effect of shares of common stock to be issued upon the exercise of stock options and warrants, as their inclusion would be anti-dilutive. The options outstanding as of
March 31, 2016 and 2015, which are not included in the computation of net loss per share amounts, were 6,491,921 and 6,257,851, respectively. No warrants were outstanding during each of these periods.
Acquisitions
We account for
acquired businesses using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Acquisition-related costs are expensed as incurred.
Any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired is recorded as goodwill.
Impairment
Long lived assets are
reviewed for an impairment loss when circumstances indicate that the carrying value of long-lived tangible and intangible assets with finite lives may not be recoverable. Managements policy in determining whether an impairment indicator
exists, a triggering event, comprises measurable operating performance criteria as well as qualitative measures. If an analysis is necessitated by the occurrence of a triggering event, we make certain assumptions in determining the impairment
amount. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset or used in its disposal. If the carrying amount of an asset
exceeds its estimated future undiscounted cash flows, an impairment charge is recognized.
10
Goodwill is reviewed for impairment annually, or when events arise that could indicate that an
impairment exists. We test for goodwill impairment using a two-step process. The first step compares the fair value of the reporting unit with the units carrying value, including goodwill. When the carrying value of the reporting unit is
greater than fair value, the units goodwill may be impaired, and the second step must be completed to measure the amount of the goodwill impairment charge, if any. In the second step, the implied fair value of the reporting units
goodwill is compared with the carrying amount of the units goodwill. If the carrying amount is greater than the implied fair value, the carrying value of the goodwill must be written down to its implied fair value. As of December 31,
2015, management concluded that there was no impairment of our goodwill. We will continue to perform impairment tests annually, at December 31, and whenever events or changes in circumstances suggest that the carrying value of an asset may not
be recoverable. For the period ending March 31, 2016, management determined that there were no impairment indicators that would trigger a goodwill impairment analysis.
Concentrations of Credit Risk
We
do not have significant off-balance-sheet risk or credit risk concentrations. We maintain our cash and cash equivalents and held-to-maturity investments, when applicable, with multiple financial institutions that invest in investment-grade
securities with average maturities of less than twelve months. See Note 3 Fair Value Measurements.
Our accounts receivable, net at
March 31, 2016 and December 31, 2015 represent amounts due to the Company from customers. We perform ongoing credit evaluations of our customers and generally do not require collateral. The following table sets forth customers who
represented 10% or more of our total accounts receivable, net as of March 31, 2016 and December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
Davita Rx
|
|
|
24
|
%
|
|
|
19
|
%
|
AmerisourceBergen Drug Corporation
|
|
|
21
|
%
|
|
|
17
|
%
|
McKesson Corporation
|
|
|
21
|
%
|
|
|
23
|
%
|
Cardinal Health, Inc.
|
|
|
19
|
%
|
|
|
24
|
%
|
Fresenius Medical Care Rx
|
|
|
13
|
%
|
|
|
15
|
%
|
We currently depend on a single supply source for Auryxia drug product. If any of our suppliers, including the
source of Auryxia drug product, were to limit or terminate production, or otherwise fail to meet the quality or delivery requirements needed to supply Auryxia at levels to meet market demand, we could experience a loss of revenue, which could
materially and adversely impact our results of operations.
Leases
In April 2015, we signed a lease agreement for approximately 27,300 square feet in Boston, Massachusetts, for a 94 month term that commenced on
May 1, 2015. In order to make the space usable for our operations, substantial improvements were made. Our landlord agreed to pay for up to approximately $1.9 million of the improvements, and we bore all additional costs that were incurred. As
such, we have determined that we are the owner of the improvements and account for tenant improvements paid by our landlord as a lease incentive. On May 1, 2015, in accordance with ASC 840-20, we recorded a deferred lease incentive, and an
associated receivable from our landlord, for the total amount to be paid by the landlord for improvements. The deferred lease incentive is being amortized as a partial offset to rent expense over the term of the lease. We began occupying the space
in November 2015. Improvements made to our leased space have been recorded as fixed assets and will be amortized over the assets useful lives or the remaining lease term, whichever is shorter.
The lease for our New York City office will expire on September 30, 2016 and we have notified our landlord that we will not renew our
lease.
Recently Issued and Proposed Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09,
Revenue from Contracts with Customers
(Topic 606), a
comprehensive new standard which amends revenue recognition principles and provides a single set of criteria for revenue recognition among all industries. The new standard provides a five step framework whereby revenue is recognized when promised
goods or services are transferred to a customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The
11
standard also requires enhanced disclosures pertaining to revenue recognition in both interim and annual periods. The standard is effective for interim and annual periods beginning after
December 15, 2017 and allows for adoption using a full retrospective method, or a modified retrospective method. In March 2016, the FASB issued ASU No. 2016-08,
Revenue from Contracts with Customers (Topic 606): Principal versus Agent
Considerations
, which clarifies the implementation guidance on principal versus agent considerations. We are currently assessing the method of adoption and the expected impact that Topic 606 will have on our financial position and results of
operations.
In February 2016, the FASB issued ASU No. 2016-02,
Leases
. The new standard requires that all lessees recognize
the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for us on January 1, 2019. The adoption of this
standard is expected to have a material impact on our financial position. We are currently evaluating the potential impact that this standard may have on our results of operations.
In March 2016, the FASB issued ASU No. 2016-09,
Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based
Payment Accounting
. The new standard involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the
statement of cash flows. The new standard will be effective for us on January 1, 2017. We are currently evaluating the potential impact that this standard may have on our financial position, results of operations and statement of cash flows.
NOTE 3 FAIR VALUE MEASUREMENTS
We measure certain financial assets and liabilities at fair value on a recurring basis in our consolidated financial statements using a fair
value hierarchy. The hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires financial assets and liabilities carried at fair value to be classified and disclosed in one of the
following three categories:
|
|
|
Level 1 quoted prices in active markets for identical assets and liabilities;
|
|
|
|
Level 2 inputs other than Level 1 quoted prices that are directly or indirectly observable; and
|
|
|
|
Level 3 unobservable inputs that are not corroborated by market data.
|
We review
investment securities for impairment and to determine the classification of the impairment as temporary or other-than-temporary. Losses are recognized in our consolidated statement of operations when a decline in fair value is determined to be
other-than-temporary. We review our investments on an ongoing basis for indications of possible impairment. Once identified, the determination of whether the impairment is temporary or other-than-temporary requires significant judgment.
The following table provides the fair value measurements of applicable financial assets as of March 31, 2016 and December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets at fair value
as of March 31, 2016
|
|
|
Financial assets at fair value
as of December 31, 2015
|
|
(in thousands)
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds (1)
|
|
$
|
166,086
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
193,886
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
166,086
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
193,886
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability
|
|
$
|
|
|
|
$
|
|
|
|
$
|
48,693
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
46,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
|
|
|
$
|
|
|
|
$
|
48,693
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
46,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Included in cash and cash equivalents on our consolidated balance sheets. The carrying amount of money market funds approximates fair value.
|
In October 2015, we issued the Notes. As of March 31, 2016 and December 31, 2015, the fair value of our Notes was $138.3 million and $132.9 million,
respectively, which differs from their carrying value. The fair value of our Notes is influenced by interest rates and our stock price and stock price volatility. See Note 8 Debt for additional information on our debt obligations.
12
NOTE 4 INVENTORY
Upon approval of Auryxia on September 5, 2014 by the FDA, we began capitalizing our purchases of saleable inventory of Auryxia from
suppliers. Inventory consists of the following at March 31, 2016 and December 31, 2015:
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
Raw materials
|
|
$
|
525
|
|
|
$
|
495
|
|
Work in process
|
|
|
39,100
|
|
|
|
40,124
|
|
Finished goods
|
|
|
1,770
|
|
|
|
1,031
|
|
Finished goods inventory held by others
|
|
|
803
|
|
|
|
231
|
|
|
|
|
|
|
|
|
|
|
Total inventory
|
|
$
|
42,198
|
|
|
$
|
41,881
|
|
|
|
|
|
|
|
|
|
|
NOTE 5 STOCKHOLDERS EQUITY
Common Stock
On January 21,
2015, we announced the pricing of an underwritten public offering in which we sold 10,541,667 shares of our common stock at a price of $12.00 per share for gross proceeds of approximately $126.5 million. Net proceeds from this offering were
approximately $118.3 million, net of underwriting discounts and offering expenses of approximately $8.2 million. The shares were sold under Registration Statements (Nos. 333-201605 and 333-201639) on Form S-3 and Form S-3MEF, respectively, filed by
us with the Securities and Exchange Commission.
Change in Stockholders Equity
Total stockholders equity decreased by $37.5 million during the three months ended March 31, 2016. This decrease was primarily
attributable to our net loss of $41.0 million, partially offset by $3.5 million related to stock-based compensation and stock option exercises.
NOTE 6
STOCK-BASED COMPENSATION EXPENSE
Equity Incentive Plans
Total shares available for the issuance of stock options or other stock-based awards under our stock option and incentive plans were 1,055,849
shares at March 31, 2016.
Stock Options
The following table summarizes stock option activity for the three months ended March 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of shares
|
|
|
Weighted-
average
exercise price
|
|
|
Weighted-
average
contractual
term
|
|
|
Aggregate
intrinsic
value
|
|
|
|
|
|
|
|
|
|
(in years)
|
|
|
|
|
Outstanding at December 31, 2015
|
|
|
5,411,557
|
|
|
$
|
10.96
|
|
|
|
7.2
|
|
|
$
|
2,049,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1,690,550
|
|
|
|
3.44
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(22,425
|
)
|
|
|
2.75
|
|
|
|
|
|
|
$
|
52,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(218,087
|
)
|
|
|
9.09
|
|
|
|
|
|
|
|
|
|
Expired
|
|
|
(369,674
|
)
|
|
|
14.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2016
|
|
|
6,491,921
|
|
|
$
|
8.88
|
|
|
|
7.9
|
|
|
$
|
3,544,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest at March 31, 2016
|
|
|
6,240,311
|
|
|
$
|
8.90
|
|
|
|
7.9
|
|
|
$
|
3,401,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2016
|
|
|
2,708,307
|
|
|
$
|
9.85
|
|
|
|
6.1
|
|
|
$
|
1,383,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
Upon the exercise of stock options, we issue new shares of our common stock. As of March 31,
2016, 100,000 options issued to employees are unvested, performance-based options.
Restricted Stock
Certain employees, directors and consultants have been awarded restricted stock under our equity incentive plans. The time-vesting restricted
stock grants vest primarily over a period of three to four years. The following table summarizes restricted share activity for the three months ended March 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
shares
|
|
|
Weighted
average
grant date
fair value
|
|
|
Aggregate
intrinsic
value
|
|
Outstanding at December 31, 2015
|
|
|
1,344,747
|
|
|
$
|
11.59
|
|
|
$
|
6,790,972
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
747,825
|
|
|
|
3.35
|
|
|
|
|
|
Vested
|
|
|
(114,806
|
)
|
|
|
14.50
|
|
|
$
|
520,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(93,074
|
)
|
|
|
8.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2016
|
|
|
1,884,692
|
|
|
$
|
8.27
|
|
|
$
|
8,801,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2016, 560,000 shares of restricted stock issued to employees are unvested,
performance-based shares.
Stock-Based Compensation Expense
We incurred $3.3 million and $4.3 million of non-cash compensation expense related to equity incentive grants during the three months ended
March 31, 2016 and 2015, respectively. The following table reflects stock-based compensation expense for the three month period ended March 31, 2016 and 2015:
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|
(in thousands)
|
|
2016
|
|
|
2015
|
|
Cost of goods sold
|
|
$
|
6
|
|
|
$
|
1
|
|
Research and development
|
|
|
705
|
|
|
|
921
|
|
Selling, general and administrative
|
|
|
2,582
|
|
|
|
3,399
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense
|
|
$
|
3,293
|
|
|
$
|
4,321
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation costs capitalized as part of inventory were immaterial for the three months ended
March 31, 2016 and 2015.
The fair value of stock options granted is estimated at the date of grant using the Black-Scholes pricing
model. The expected term of options granted is derived from historical data, the expected vesting period and the full contractual term. Expected volatility is based on the historical volatility of our common stock. The risk-free interest rate is
based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. We have assumed no expected dividend yield, as dividends have never been paid to stock or option holders and will not
be paid for the foreseeable future.
|
|
|
|
|
|
|
|
|
Black-Scholes Option Valuation Assumptions
|
|
Three months ended March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Risk-free interest rates
|
|
|
1.6%
|
|
|
|
1.7%
|
|
Dividend yield
|
|
|
|
|
|
|
|
|
Volatility
|
|
|
82.0%
|
|
|
|
91.6%
|
|
Weighted-average expected term
|
|
|
6.0 years
|
|
|
|
6.0 years
|
|
The weighted average grant date fair value of options granted for the three months ended March 31, 2016
and 2015 was $2.41 and $10.83, respectively. We used historical information to estimate forfeitures within the valuation model. As of March 31, 2016, there was $17.2 million and $7.8 million of total unrecognized compensation cost related to
non-vested stock options and restricted stock, respectively, which is expected to be recognized over weighted-average periods of 2.2 years and 1.6 years, respectively. These amounts do not include, as of March 31, 2016, 100,000 options
outstanding and 560,000 shares of restricted stock outstanding which are performance-based and vest upon achievement of certain corporate milestones. Stock-based compensation for these awards will be measured and recorded if and when it is probable
that the milestone will be achieved.
14
NOTE 7 LICENSE AGREEMENTS
In November 2005, we entered into a license agreement with Panion & BF Biotech, Inc., or Panion. Under the license agreement, we
acquired the exclusive worldwide rights, excluding certain Asian-Pacific countries, for the development and marketing of ferric citrate. To date, we have paid an aggregate of $11.6 million of milestone payments to Panion, including the $2.0 million
paid upon European marketing approval in 2015. In addition, Panion is eligible to receive royalty payments based on a mid-single digit percentage of net sales of ferric citrate in the licensed territory, as well as a manufacturing fee for product
manufactured for use in the licensed territory.
In September 2007, we entered into a Sublicense Agreement with JT and Torii, JTs
pharmaceutical business subsidiary, under which JT and Torii obtained the exclusive sublicense rights for the development and commercialization of ferric citrate in Japan, which is being marketed in the United States under the trade name Auryxia. JT
and Torii are responsible for the future development and commercialization costs in Japan. Effective as of June 8, 2009, we entered into an Amended and Restated Sublicense Agreement, or Revised Agreement, with JT and Torii, which, among other
things, provided for the elimination of all significant on-going obligations under the sublicense agreement.
In January 2013, JT and
Torii filed its new drug application, or NDA, with the Japanese Ministry of Health, Labour and Welfare for marketing approval of ferric citrate in Japan for the treatment of hyperphosphatemia in patients with CKD. Under the terms of the license
agreement with JT and Torii, we received a non-refundable milestone payment of $7.0 million in January 2013 for the achievement of the NDA filing milestone.
In January 2014, JT and Torii received manufacturing and marketing approval of ferric citrate from the Japanese Ministry of Health, Labour and
Welfare. Ferric citrate, launched in May 2014 and is being marketed in Japan by Torii under the brand name Riona, is indicated as an oral treatment for the improvement of hyperphosphatemia in patients with CKD. Under the terms of the license
agreement with JT and Torii, we received a non-refundable payment of $10.0 million in February 2014 for the achievement of the marketing approval milestone. We also receive royalty payments based on a tiered double-digit percentage of net sales of
Riona in Japan escalating up to the mid-teens and may also receive up to an additional $55.0 million upon the achievement of certain annual net sales milestones. In accordance with our revenue recognition policy, royalty revenues are recognized
in the quarter that JT and Torii provide their written report and related information to us regarding sales of Riona, which generally will be one quarter following the quarter in which the underlying sales by JT and Torii occurred. For the three
months ended March 31, 2016 and 2015, we recorded $1.2 million and $0.8 million, respectively, in license revenue related to royalties earned on net sales of Riona in Japan. We record the associated mid-single digit percentage of net sales
royalty expense due Panion, the licensor of ferric citrate, in the same period as the royalty revenue from JT and Torii is recorded. For the three months ended March 31, 2016 and 2015, we recorded $0.7 million and $0.5 million, respectively, in
license expenses related to royalties due to the licensor of ferric citrate relating to sales of Riona in Japan.
NOTE 8 DEBT
In October 2015, we completed the sale of $125 million of Notes due 2020, in a private placement, or the Private Placement, to funds managed by
Baupost pursuant to a Notes Purchase Agreement dated October 14, 2015. The Notes were issued under an Indenture, or the Indenture, dated as of October 15, 2015, with The Bank of New York Mellon Trust Company, N.A. as trustee, or the
Trustee. Under the terms of the Indenture, the Notes may be converted into shares of our common stock at the discretion of Baupost. In furtherance thereof, we will seek stockholder approval of an amendment to our certificate of incorporation to
increase in the number of authorized shares of our common stock to ensure that we have an adequate authorized share reserve to cover any conversions of the Notes by Baupost, and if the necessary share increase is not approved by our stockholders by
July 1, 2016, we may pay a portion of the conversion amount in cash. Further, the Indenture subjects us to certain financial and business covenants and contains restrictions on the payments of cash dividends.
15
The Indenture contains customary terms and events of default. If an event of default (other than
certain events of bankruptcy, insolvency or reorganization involving us) occurs and is continuing, the Trustee by notice to us, or the holders of at least 25% in aggregate principal amount of the outstanding Notes by written notice to us and the
Trustee, may declare 100% of the principal on all of the Notes to be due and payable. Upon such a declaration of acceleration, such principal will be due and payable immediately. Upon the occurrence of certain events of bankruptcy, insolvency or
reorganization involving us, 100% of the principal on all of the Notes will become due and payable automatically.
Further, in connection
with the Private Placement, we entered into a Registration Rights Agreement with the purchasers of the Notes, or the Registration Rights Agreement, pursuant to which we agreed to (i) file a registration statement, or the Resale Registration
Statement with the SEC covering the resale of the Notes and the underlying common stock which the Notes are convertible into upon the written request of Baupost, and (ii) use commercially reasonable efforts, subject to receipt of necessary
information from all the purchasers of the Notes, to cause the SEC to declare the Resale Registration Statement effective. Further, the Registration Rights Agreement permits Baupost to demand from time to time that we file a shelf Registration
Statement pursuant to Rule 415 of the Securities Act from which any number of shelf takedowns may be conducted upon written request from Baupost. Finally, the Registration Rights Agreement affords Baupost certain piggyback registration rights.
The Notes, a portion of which are currently convertible, are convertible at the option of Baupost at an initial conversion rate of 267.3797
shares of our common stock per $1,000 principal amount, equal to a conversion price of $3.74 per share, which represents the last reported sale price of our stock on October 14, 2015. The conversion rate is subject to adjustment from time to
time upon the occurrence of certain events. Further, upon the occurrence of certain fundamental changes involving us, Baupost may require us to repurchase for cash all or part of their Notes at a repurchase price equal to 100% of the principal
amount of the Notes to be repurchased.
A portion of the Notes, represented by $60,680,000 of the $125,000,000 par value of the Notes, is
currently convertible into shares of our common stock at the option of Baupost. The remaining portion of the Notes, represented by $64,320,000 of the total par value, is contingently convertible into shares of our common stock or cash at the option
of Baupost. As discussed above, we will seek stockholder approval of an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock to ensure that we have an adequate share reserve to cover any
conversions by Baupost. If the necessary share increase is approved by our stockholders by July 1, 2016, or the Shareholder Approval Deadline, the portion of the Notes that is contingently convertible will be convertible into shares of our
common stock at the option of Baupost. If the share increase is not approved by our stockholders by the Shareholder Approval Deadline, the contingently convertible portion of the Notes, represented by $64,320,000 of the par value, will be
convertible to cash at the option of Baupost.
Under the terms of the Indenture, prior to the Shareholder Approval Deadline, any
conversion by Baupost shall be deemed a partial share settlement and partial cash settlement, based on a pro-rata portion of the Notes based on the original convertible and contingently convertible par values of the Notes. In such an event, the
contingently convertible portion of the Notes would be settled subsequent to July 1, 2016 in a manner dictated by whether shareholder approval of the amendment to our certificate of incorporation discussed above is obtained by the Shareholder
Approval Deadline. If we are required to satisfy our obligation partially in cash, we will pay an amount for each $1,000 principal amount of the Notes being converted equal to the sum of the Daily Conversion Values for each of the five consecutive
trading days following conversion notice, where the Daily Conversion Value for each day is 20% of the product of (a) the conversion rate on such trading day and (b) the daily volume-weighted average price for such trading day.
In accordance with accounting guidance for debt with a conversion option, we separated the conversion option from the debt instrument and
account for it separately as a derivative liability, due to the Notes being partially convertible to cash at the option of Baupost. We allocated the proceeds between the debt component and the embedded conversion option (the derivative) by
performing a valuation of the derivative as of the transaction date, which was determined based on the difference between the fair value of the Notes with the conversion option and the fair value of the Notes without the conversion option. The fair
value of the derivative liability was recognized as a debt discount and the carrying amount of the convertible notes represents the difference between the proceeds from the issuance of the Notes and the fair value of the derivative liability on the
date of issuance. The excess of the principal amount of the debt component over its carrying amount, or debt discount, is amortized to interest expense using the effective interest method over the expected life of the debt.
Our outstanding convertible notes and derivative liability balances as of March 31, 2016 and December 31, 2015 consisted of the
following:
16
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
March 31, 2016
|
|
|
Fair Value
Adjustment
|
|
|
December 31, 2015
|
|
Debt component:
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
$
|
125,000
|
|
|
|
|
|
|
$
|
125,000
|
|
Less: debt discount
|
|
|
(18,479
|
)
|
|
|
|
|
|
|
(34,227
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying amount
|
|
$
|
106,521
|
|
|
|
|
|
|
$
|
90,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability
|
|
$
|
48,693
|
|
|
$
|
2,007
|
|
|
$
|
46,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We determined the expected life of the debt was equal to the period through July 1, 2016, as this
represents the point at which a portion of the Notes is contingently convertible into cash. Accordingly, for the three months ended March 31, 2016 approximately $15.7 million of interest expense was recognized related to the Notes, all of which
was attributable to the amortization of the debt discount. As of March 31, 2016 and December 31, 2015, the carrying value of the Notes was $106.5 million and $90.8 million, respectively, and the fair value of the Notes was $138.3 million
and $132.9 million, respectively.
NOTE 9 OTHER INCOME (EXPENSE), NET
The components of other income (expense), net are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|
(in thousands)
|
|
2016
|
|
|
2015
|
|
Interest income
|
|
$
|
202
|
|
|
$
|
107
|
|
Other income
|
|
|
6
|
|
|
|
|
|
Fair value adjustment to derivative liability
|
|
|
(2,007
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,799
|
)
|
|
$
|
107
|
|
|
|
|
|
|
|
|
|
|
17