XML 30 R13.htm IDEA: XBRL DOCUMENT
v3.25.2

Discontinued Operations | 6 Months Ended
--- | ---
Jun. 30, 2025
Discontinued Operations |
Discontinued Operations | 6. Discontinued Operations On December 2, 2024, the Company and Intas entered into the UDENYCA Purchase Agreement. On April 11, 2025, the Company completed the divestiture of the UDENYCA Business to Intas for upfront, all-cash consideration of $483.4 million, inclusive of $118.4 million for UDENYCA product inventory. The Company recognized a net gain on the UDENYCA Sale of $339.1 million, which included the cash receipts less net assets transferred to Accord or otherwise derecognized and transaction expenses of $9.9 million. At June 30, 2025, the majority of the transaction costs were unpaid. In addition, the Company is also eligible to receive two additional Earnout Payments of $37.5 million each. The first such payment is payable by Intas to the Company if Net Sales of UDENYCA for four consecutive fiscal quarters from July 1, 2025 through September 30, 2026 are equal to or greater than $300 million, and the second such payment is payable by Intas to the Company if Net Sales of UDENYCA for four consecutive fiscal quarters from July 1, 2025 through March 31, 2027 are equal to or greater than $350 million. ​ On June 26, 2024, the Company completed the sale of its YUSIMRY immunology franchise, which comprised certain assets, including certain YUSIMRY intellectual property, contracts, YUSIMRY inventory, and all activities related to research and development of YUSIMRY for upfront cash consideration of $40.0 million and the assumption of certain liabilities, including $17.0 million of inventory purchase commitments (the “YUSIMRY Sale”). ​ On March 1, 2024, the Company completed the sale of its CIMERLI ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology LLC, to Sandoz for upfront, all-cash consideration of $187.8 million, inclusive of $17.8 million for CIMERLI product inventory and prepaid manufacturing assets (the “CIMERLI Sale” and, together with the UDENYCA Sale and the YUSIMRY Sale, the “Sale Transactions”). ​ The UDENYCA Sale represented the last and most significant divestiture of the Company’s biosimilar businesses, which comprised the UDENYCA, YUSIMRY and CIMERLI franchises; therefore, the strategic shift criteria had been met. Accordingly, for all prior periods presented, the results of the discontinued operations have been reported as a separate component of income on the condensed consolidated statements of operations, and the assets and liabilities of the discontinued operations have been presented separately in the condensed consolidated balance sheets. ​ The Company used a portion of the proceeds of the UDENYCA Sale to repay substantially all of the outstanding 2026 Convertible Notes and to buy out the right to receive royalties on net sales of UDENYCA in accordance with the Revenue Purchase and Sale Agreement. Accordingly, the interest expense and loss on debt extinguishment associated with these arrangements have been presented within discontinued operations. Interest expense related to the $175.0 million portion of the $250.0 million aggregate principal amount senior secured term loan facility, entered into on January 5, 2022 (as amended, the “2027 Term Loans”), was required to be repaid in April 2024 in connection with the CIMERLI Sale and has also been presented within discontinued operations. ​ The following table presents a reconciliation of discontinued operations for the periods presented: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
(in thousands) |  | 2025 |  | 2024 |  | 2025 |  | 2024
Net revenue | ​ | $ | 23,094 | ​ | $ | 54,683 | ​ | $ | 55,228 | ​ | $ | 129,438
Costs and expenses: | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
Cost of goods sold | ​ |  | 6,548 | ​ |  | 26,559 | ​ |  | 25,897 | ​ |  | 59,706
Research and development | ​ |  | 440 | ​ |  | 1,357 | ​ |  | 162 | ​ |  | 1,403
Selling, general and administrative | ​ |  | 2,027 | ​ |  | 7,650 | ​ |  | 9,483 | ​ |  | 23,950
Total costs and expenses | ​ |  | 9,015 | ​ |  | 35,566 | ​ |  | 35,542 | ​ |  | 85,059
Income from operations | ​ |  | 14,079 | ​ |  | 19,117 | ​ |  | 19,686 | ​ | ​ | 44,379
Interest expense | ​ | ​ | (487) | ​ | ​ | (1,272) | ​ | ​ | (3,484) | ​ | ​ | (9,270)
Loss on debt extinguishment | ​ | ​ | (10,286) | ​ | ​ | — | ​ | ​ | (10,286) | ​ | ​ | —
Other income (expense), net | ​ | ​ | 221 | ​ | ​ | — | ​ | ​ | (11,560) | ​ | ​ | —
Gain on Sale Transactions, net | ​ | ​ | 339,102 | ​ | ​ | 24,085 | ​ | ​ | 339,102 | ​ | ​ | 177,732
Net income from discontinued operations before income taxes | ​ | ​ | 342,629 | ​ | ​ | 41,930 | ​ | ​ | 333,458 | ​ | ​ | 212,841
Income tax provision | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Net income from discontinued operations, net of tax | ​ | $ | 342,629 | ​ | $ | 41,930 | ​ | $ | 333,458 | ​ | $ | 212,841
​ Net revenue from discontinued operations by product was as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
(in thousands) |  | 2025 |  | 2024 |  | 2025 |  | 2024
UDENYCA | ​ | $ | 23,190 | ​ | $ | 50,917 | ​ | $ | 54,652 | ​ | $ | 93,584
CIMERLI | ​ | ​ | (96) | ​ | ​ | — | ​ | ​ | 533 | ​ | ​ | 28,194
YUSIMRY | ​ |  | — | ​ |  | 3,766 | ​ |  | 43 | ​ |  | 7,660
Total net revenue from discontinued operations | ​ | $ | 23,094 | ​ | $ | 54,683 | ​ | $ | 55,228 | ​ | $ | 129,438
​ Assets of discontinued operations, all of which were derecognized as of June 30, 2025, were as follows at December 31, 2024: ​
​ | ​ | ​ | ​
--- | --- | --- | ---
​ | ​ | December 31,
(in thousands) |  | 2024
Assets of Discontinued Operations | ​ | ​ | ​
Inventory | ​ | $ | 65,887
Prepaid manufacturing | ​ |  | 4,983
Other prepaids and current assets | ​ |  | 1,310
Total assets of discontinued operations, current | ​ | ​ | 72,180
Property and equipment, net | ​ |  | 261
Inventory, non-current | ​ |  | 43,776
Other assets, non-current | ​ |  | 206
Total assets of discontinued operations, non-current | ​ | ​ | 44,243
Total assets of discontinued operations | ​ | $ | 116,423
​ Consistent with the historical offsetting payment practices of the Company’s Customers, certain cash receipts for sales made by Coherus prior to the UDENYCA Closing Date have been reduced by Customers to pay themselves for chargebacks, including chargebacks related to sales of UDENYCA made by Accord on or after the UDENYCA Closing Date. In accordance with the terms of the UDENYCA TSA, all the cash deductions taken by Customers related to sales made by Accord will be repaid to Coherus by Accord. As of June 30, 2025, such amounts receivable from Accord were $6.4 million and were classified in TSA receivables, net on the condensed consolidated balance sheet. ​ The following table presents the balance sheet classifications of assets and liabilities that were related to discontinued operations but did not transfer to any of the buyers in the Sale Transactions, and thus were not classified as discontinued operations: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31,
(in thousands) |  | 2025 |  | 2024
Assets | ​ | ​ | ​ | ​ | ​ | ​
Trade receivables, net (1) | ​ | $ | (10,273) | ​ | $ | 102,365
Liabilities | ​ | ​ | ​ | ​ | ​ | ​
Accrued rebates, fees and reserves | ​ | $ | 95,062 | ​ | $ | 163,771
Liabilities to be paid in connection with UDENYCA Sale | ​ | ​ | ​ | ​ | ​ | ​
Accrued and other current liabilities | ​ | $ | — | ​ | $ | 14,816
Other liabilities, non-current | ​ | $ | — | ​ | $ | 15,667
Convertible notes (Note 8) | ​ | $ | — | ​ | $ | 228,229
(1) | Chargebacks and discounts for prompt payment are classified as a reduction in trade receivables.
​ Cash flows from continuing operations and discontinued operations have been presented together in the condensed consolidated statement of cash flows. During the six months ended June 30, 2025, operating cash flows of discontinued operations were primarily related to the adjustment for the net gain on UDENYCA Sale of $339.1 million, partially offset by a loss on debt extinguishment of $10.3 million. During the six months ended June 30, 2024, operating cash flows of discontinued operations were primarily related to the adjustment for the net gain on Sale Transactions of $177.7 million and an increase in UDENYCA inventory which resulted in a net cash outflow of $15.5 million. In connection with the Sale Transactions, the Company entered into separate TSAs with each of the buyers pursuant to which the Company is providing certain business support services including billings, collections, and the remittance of rebates, to ensure business continuity for patients and customers for specified periods. Under each of the TSAs, the Company is entitled to be reimbursed for its costs. Such reimbursements were $1.7 million and $0.8 million for the three months ended June 30, 2025 and 2024, respectively, and $1.8 million and $1.2 million for the six months ended June 30, 2025 and 2024, respectively, and were recorded as a reduction to operating expenses or in other income (expense), net in the condensed consolidated statements of operations based on the nature of the payment.

X
- References No definition available. + Details
Name: | us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
Name: | us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration