Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 24, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-35969 | |
Entity Registrant Name | PTC Therapeutics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3416587 | |
Entity Address, Address Line One | 100 Corporate Court | |
Entity Address, City or Town | South Plainfield | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07080 | |
City Area Code | 908 | |
Local Phone Number | 222-7000 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | PTCT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 75,463,145 | |
Entity Central Index Key | 0001070081 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 165,157 | $ 279,834 |
Marketable securities | 129,653 | 130,871 |
Trade and royalty receivables, net | 165,718 | 155,614 |
Inventory, net | 35,752 | 21,808 |
Prepaid expenses and other current assets | 44,082 | 105,658 |
Total current assets | 540,362 | 693,785 |
Fixed assets, net | 85,031 | 72,590 |
Intangible assets, net | 423,342 | 705,891 |
Goodwill | 82,341 | 82,341 |
Operating lease ROU assets | 94,072 | 102,430 |
Deposits and other assets | 34,737 | 48,582 |
Total assets | 1,259,885 | 1,705,619 |
Current liabilities: | ||
Accounts payable and accrued expenses | 370,731 | 320,366 |
Deferred revenue | 1,224 | 1,351 |
Operating lease liabilities- current | 11,703 | 9,370 |
Finance lease liabilities- current | 2,611 | 3,000 |
Liability for sale of future royalties - current | 105,849 | 72,149 |
Total current liabilities | 492,118 | 406,236 |
Long-term debt | 573,174 | 571,722 |
Contingent consideration payable | 39,000 | 164,000 |
Deferred tax liability | 51,927 | 102,834 |
Operating lease liabilities- noncurrent | 99,682 | 100,860 |
Finance lease liabilities- noncurrent | 17,184 | 18,675 |
Liability for sale of future royalties- noncurrent | 657,469 | 685,737 |
Other long-term liabilities | 141 | 2,641 |
Total liabilities | 1,930,695 | 2,052,705 |
Stockholders' deficit: | ||
Common stock, $0.001 par value. Authorized 250,000,000 shares; issued and outstanding 75,459,022 shares at September 30, 2023. Authorized 250,000,000 shares; issued and outstanding 73,104,692 shares at December 31, 2022 | 75 | 72 |
Additional paid-in capital | 2,447,292 | 2,305,020 |
Accumulated other comprehensive income | 9,609 | 4,796 |
Accumulated deficit | (3,127,786) | (2,656,974) |
Total stockholders' deficit | (670,810) | (347,086) |
Total liabilities and stockholders' deficit | $ 1,259,885 | $ 1,705,619 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized shares (in shares) | 250,000,000 | 250,000,000 |
Common stock, issued shares (in shares) | 75,459,022 | 73,104,692 |
Common stock, outstanding shares (in shares) | 75,459,022 | 73,104,692 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Revenue | $ 196,576 | $ 217,127 | $ 630,766 | $ 531,389 |
Operating expenses: | ||||
Cost of product sales, excluding amortization of acquired intangible assets | 9,493 | 14,011 | 36,368 | 33,785 |
Amortization of intangible assets | 58,649 | 31,023 | 145,461 | 80,790 |
Research and development | 164,212 | 165,462 | 545,210 | 462,802 |
Selling, general and administrative | 80,886 | 80,118 | 256,249 | 233,280 |
Change in the fair value of contingent consideration | 1,500 | (5,300) | (125,000) | (32,200) |
Intangible asset impairment | 217,800 | |||
Total operating expenses | 314,740 | 285,314 | 1,076,088 | 778,457 |
Loss from operations | (118,164) | (68,187) | (445,322) | (247,068) |
Interest expense, net | (28,160) | (20,880) | (84,905) | (66,371) |
Other expense, net | (20,266) | (38,141) | (8,832) | (84,355) |
Loss before income tax benefit | (166,590) | (127,208) | (539,059) | (397,794) |
Income tax benefit | 33,620 | 17,893 | 68,247 | 9,666 |
Net loss attributable to common stockholders | $ (132,970) | $ (109,315) | $ (470,812) | $ (388,128) |
Weighted-average shares outstanding: | ||||
Basic | 75,377,997 | 71,654,671 | 74,618,611 | 71,415,849 |
Diluted | 75,377,997 | 71,654,671 | 74,618,611 | 71,415,849 |
Net loss per share-basic and diluted (in dollars per share) | ||||
Basic | $ (1.76) | $ (1.53) | $ (6.31) | $ (5.43) |
Diluted | $ (1.76) | $ (1.53) | $ (6.31) | $ (5.43) |
Net product revenue | ||||
Revenues: | ||||
Revenue | $ 144,038 | $ 134,186 | $ 506,187 | $ 407,720 |
Collaboration revenue | ||||
Revenues: | ||||
Revenue | 0 | 50,017 | 6 | 50,024 |
Royalty revenue | ||||
Revenues: | ||||
Revenue | 50,173 | 32,924 | 117,857 | 73,645 |
Manufacturing revenue | ||||
Revenues: | ||||
Revenue | $ 2,365 | $ 0 | $ 6,716 | $ 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income (Loss) | $ (132,970) | $ (109,315) | $ (470,812) | $ (388,128) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on marketable securities, net of tax | 19 | 736 | 470 | (2,333) |
Foreign currency translation gain, net of tax | 11,021 | 25,218 | 4,343 | 62,820 |
Comprehensive loss | $ (121,930) | $ (83,361) | $ (465,999) | $ (327,641) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Common stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit | Total |
Balance (in shares) at Dec. 31, 2021 | 70,828,226 | ||||
Balance at the beginning of the period at Dec. 31, 2021 | $ 71 | $ 2,123,606 | $ (24,282) | $ (2,097,957) | $ 1,438 |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of options (in shares) | 456,399 | ||||
Exercise of options | 13,203 | 13,203 | |||
Restricted stock vesting and issuance (in shares) | 479,004 | ||||
Issuance of common stock in connection with an employee stock purchase plan (in shares) | 91,263 | ||||
Issuance of common stock in connection with an employee stock purchase plan | 3,107 | 3,107 | |||
Share-based compensation expense | 82,989 | 82,989 | |||
Net Income (Loss) | (388,128) | (388,128) | |||
Comprehensive income | 60,487 | 60,487 | |||
Balance (in shares) at Sep. 30, 2022 | 71,854,892 | ||||
Balance at the end of the period at Sep. 30, 2022 | $ 71 | 2,222,905 | 36,205 | (2,486,085) | (226,904) |
Balance (in shares) at Jun. 30, 2022 | 71,505,889 | ||||
Balance at the beginning of the period at Jun. 30, 2022 | $ 71 | 2,184,230 | 10,251 | (2,376,770) | (182,218) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of options (in shares) | 331,379 | ||||
Exercise of options | 10,005 | 10,005 | |||
Restricted stock vesting and issuance (in shares) | 17,624 | ||||
Share-based compensation expense | 28,670 | 28,670 | |||
Net Income (Loss) | (109,315) | (109,315) | |||
Comprehensive income | 25,954 | 25,954 | |||
Balance (in shares) at Sep. 30, 2022 | 71,854,892 | ||||
Balance at the end of the period at Sep. 30, 2022 | $ 71 | 2,222,905 | 36,205 | (2,486,085) | (226,904) |
Balance (in shares) at Dec. 31, 2022 | 73,104,692 | ||||
Balance at the beginning of the period at Dec. 31, 2022 | $ 72 | 2,305,020 | 4,796 | (2,656,974) | (347,086) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of options (in shares) | 806,407 | ||||
Exercise of options | $ 1 | 23,770 | 23,771 | ||
Restricted stock vesting and issuance (in shares) | 773,157 | ||||
Restricted stock vesting and issuance, net | $ 1 | 1 | |||
Issuance of common stock in connection with an employee stock purchase plan (in shares) | 117,304 | ||||
Issuance of common stock in connection with an employee stock purchase plan | 3,805 | 3,805 | |||
Issuance of common stock in connection with a milestone payable (in shares) | 657,462 | ||||
Issuance of common stock in connection with a milestone payable | $ 1 | 29,569 | 29,570 | ||
Share-based compensation expense | 85,128 | 85,128 | |||
Net Income (Loss) | (470,812) | (470,812) | |||
Comprehensive income | 4,813 | 4,813 | |||
Balance (in shares) at Sep. 30, 2023 | 75,459,022 | ||||
Balance at the end of the period at Sep. 30, 2023 | $ 75 | 2,447,292 | 9,609 | (3,127,786) | (670,810) |
Balance (in shares) at Jun. 30, 2023 | 75,318,233 | ||||
Balance at the beginning of the period at Jun. 30, 2023 | $ 75 | 2,416,904 | (1,431) | (2,994,816) | (579,268) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of options (in shares) | 113,795 | ||||
Exercise of options | 3,446 | 3,446 | |||
Restricted stock vesting and issuance (in shares) | 26,994 | ||||
Share-based compensation expense | 26,942 | 26,942 | |||
Net Income (Loss) | (132,970) | (132,970) | |||
Comprehensive income | 11,040 | 11,040 | |||
Balance (in shares) at Sep. 30, 2023 | 75,459,022 | ||||
Balance at the end of the period at Sep. 30, 2023 | $ 75 | $ 2,447,292 | $ 9,609 | $ (3,127,786) | $ (670,810) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net Income (Loss) | $ (470,812) | $ (388,128) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 155,885 | 89,971 |
Non-cash operating lease expense | 8,156 | 7,505 |
Non-cash royalty revenue related to sale of future royalties | (50,599) | (31,617) |
Non-cash interest expense on liability related to sale of future royalties | 56,031 | 55,778 |
Intangible asset impairment | 217,800 | |
Change in valuation of contingent consideration | (125,000) | (32,200) |
Unrealized loss on ClearPoint Equity Investments | 3,107 | 1,113 |
Unrealized loss on ClearPoint convertible debt security | 4,594 | 2,392 |
Unrealized (gain) loss on marketable securities - equity investments | (5,484) | 11,319 |
Realized loss for the sale of Clearpoint Equity Investment | 782 | |
Non-cash stock consideration, milestone payment | 29,570 | |
Disposal of asset | 135 | 81 |
Amortization of (discounts) premiums on investments, net | (89) | 1,792 |
Deferred income taxes | (50,909) | |
Amortization of debt issuance costs | 1,574 | 1,316 |
Share-based compensation expense | 85,128 | 82,989 |
Unrealized foreign currency transaction losses, net | 3,394 | 71,246 |
Changes in operating assets and liabilities: | ||
Inventory, net | (14,121) | (768) |
Prepaid expenses and other current assets | 59,467 | (35,615) |
Trade and royalty receivables, net | (9,887) | (24,773) |
Deposits and other assets | 4,597 | (3,752) |
Accounts payable and accrued expenses | 40,434 | 1,568 |
Other liabilities | (1,756) | (908) |
Deferred revenue | (127) | |
Net cash used in operating activities | (58,130) | (190,691) |
Cash flows from investing activities | ||
Purchases of fixed assets | (22,872) | (23,394) |
Purchases of marketable securities - available for sale | (40,429) | |
Purchases of marketable securities - equity investments | (26,378) | (22,787) |
Sale and redemption of marketable securities- available for sale | 21,544 | 341,990 |
Sale and redemption of marketable securities - equity investments | 12,078 | 104,431 |
Sale and redemption of ClearPoint Equity Investments | 2,594 | |
Acquisition of product rights and licenses | (69,285) | (102,069) |
Net cash (used in) provided by investing activities | (82,319) | 257,742 |
Cash flows from financing activities | ||
Proceeds from exercise of options | 23,771 | 13,203 |
Debt issuance costs related to secured term loan | (282) | |
Repayment of Convertible Notes | (150,000) | |
Proceeds from employee stock purchase plan | 3,805 | 3,107 |
Payment of finance lease principal | (1,379) | (1,276) |
Net cash provided by (used in) financing activities | 25,915 | (134,966) |
Effect of exchange rate changes on cash | 19 | (8,792) |
Net decrease in cash and cash equivalents | (114,515) | (76,707) |
Cash and cash equivalents, and restricted cash beginning of period | 295,925 | 197,218 |
Cash and cash equivalents, and restricted cash end of period | 181,410 | 120,511 |
Supplemental disclosure of cash information | ||
Cash paid for interest | 34,020 | 12,679 |
Cash paid for income taxes | 13,631 | 4,029 |
Supplemental disclosure of non-cash investing and financing activity | ||
Unrealized gain (loss) on marketable securities, net of tax | 470 | (2,333) |
Right-of-use assets obtained in exchange for operating lease obligations | 35,294 | |
Acquisition of product rights and licenses | 44,963 | 27,828 |
Milestone payable | $ 2,500 | $ 50,000 |
The Company
The Company | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | 1. The Company PTC Therapeutics, Inc. (the “Company” or “PTC”) is a science-driven global biopharmaceutical company focused on the discovery, development and commercialization of clinically differentiated medicines that provide benefits to patients with rare disorders. PTC’s ability to innovate to identify new therapies and to globally commercialize products is the foundation that drives investment in a robust and diversified pipeline of transformative medicines. PTC’s mission is to provide access to best-in-class treatments for patients who have little to no treatment options. PTC’s strategy is to leverage its strong scientific and clinical expertise and global commercial infrastructure to bring therapies to patients. PTC believes that this allows it to maximize value for all of its stakeholders. PTC has a portfolio pipeline that includes several commercial products and product candidates in various stages of development, including clinical, pre-clinical and research and discovery stages, focused on the development of new treatments for multiple therapeutic areas for rare diseases relating to neurology, metabolism and oncology. The Company has two products, Translarna™ (ataluren) and Emflaza® (deflazacort), for the treatment of Duchenne muscular dystrophy (“DMD”), a rare, life threatening disorder. Translarna has marketing authorization in the European Economic Area (the “EEA”) for the treatment of nonsense mutation Duchenne muscular dystrophy (“nmDMD”) in ambulatory patients aged 2 years and older and in Russia for the treatment of nmDMD in patients aged two years and older. Translarna also has marketing authorization in Brazil for the treatment of nmDMD in ambulatory patients two years and older and for continued treatment of patients that become non-ambulatory. In July 2020, the European Commission (“EC”) approved the removal of the statement “efficacy has not been demonstrated in non-ambulatory patients” from the indication statement for Translarna. Emflaza is approved in the United States for the treatment of DMD in patients two years and older. The Company’s marketing authorization for Translarna in the EEA is subject to annual review and renewal by the EC following reassessment by the European Medicines Agency (“EMA”) of the benefit-risk balance of the authorization, which the Company refers to as the annual EMA reassessment. In September 2022, the Company submitted a Type II variation to the EMA to support conversion of the conditional marketing authorization for Translarna to a standard marketing authorization, which included a report on the placebo-controlled trial of Study 041 and data from the open-label extension. In February 2023, the Company also submitted an annual marketing authorization renewal request to the EMA. In September 2023, the Committee for Medicinal Products for Human Use (“CHMP’), gave a negative opinion on the conversion of the conditional marketing authorization to full marketing authorization of Translarna for the treatment of nmDMD and a negative opinion on the renewal of the existing conditional marketing authorization of Translarna for the treatment of nmDMD. The Company has requested re-examination of the CHMP opinion regarding the renewal of the existing conditional marketing authorization. In re-examination, the Company intends to address concerns raised during the previous review process on the benefit demonstrated in Translarna clinical trials and regarding the robustness of the Strategic Targeting of Registries and International Database of Excellence, or STRIDE, real world registry. In accordance with EMA guidelines, the Company expects the CHMP opinion following the re-examination process to occur in late January 2024, with EC ratification of the opinion within the following 67 days. Translarna is an investigational new drug in the United States. Following the Company’s announcement of top-line results from the placebo-controlled trial of Study 041 in June 2022, the Company submitted a meeting request to the U.S. Food and Drug Administration (“FDA”) to gain clarity on the regulatory pathway for a potential re-submission of a New Drug Application (“NDA”) for Translarna. The FDA provided initial written feedback that Study 041 does not provide substantial evidence of effectiveness to support an NDA re-submission. The Company then had an informal meeting with the FDA, during which the Company discussed the potential path to an NDA re-submission for Translarna. Based on the meeting discussion, the Company has scheduled an additional Type C meeting with the FDA to review the totality of data collected to date, including dystrophin and other mechanistic data as well as additional analyses that could support the benefit of Translarna. The Company has developed Upstaza (eladocagene exuparvovec), a gene therapy used for the treatment of Aromatic L-Amino Acid Decarboxylase (“AADC”) deficiency (“AADC deficiency”), a rare central nervous system (“CNS”) disorder arising from reductions in the enzyme AADC that results from mutations in the dopa decarboxylase gene. In July 2022, the EC approved Upstaza for the treatment of AADC deficiency for patients 18 months and older within the EEA. In November 2022, the Medicines and Healthcare Products Regulatory Agency approved Upstaza for the treatment of AADC deficiency for patients 18 months and older within the United Kingdom. The Company is also preparing a biologics license application (“BLA”) for Upstaza for the treatment of AADC deficiency in the United States and anticipates submitting the BLA shortly after its pre-BLA meeting that is scheduled for December 2023, pending the outcome of such meeting. The Company holds the rights for the commercialization of Tegsedi® (inotersen) and Waylivra® (volanesorsen) for the treatment of rare diseases in countries in Latin America and the Caribbean pursuant to the Collaboration and License Agreement (the “Tegsedi-Waylivra Agreement”), dated August 1, 2018, by and between the Company and Akcea Therapeutics, Inc. (“Akcea”), a subsidiary of Ionis Pharmaceuticals, Inc. Tegsedi has received marketing authorization in the United States, the European Union (the “EU”) and Brazil for the treatment of stage 1 or stage 2 polyneuropathy in adult patients with hereditary transthyretin amyloidosis (“hATTR amyloidosis”). The Company began to make commercial sales of Tegsedi for the treatment of hATTR amyloidosis in Brazil in the second quarter of 2022 and it continues to make Tegsedi available in certain other countries within Latin America and the Caribbean through early access programs (“EAP Programs”). In August 2021, ANVISA, the Brazilian health regulatory authority, approved Waylivra as the first treatment for familial chylomicronemia syndrome (“FCS”) in Brazil and the Company began to make commercial sales of Waylivra in Brazil in the third quarter of 2022 while continuing to make Waylivra available in certain other countries within Latin America and the Caribbean through EAP Programs. In December 2022, ANVISA approved Waylivra for the treatment of familial partial lipodystrophy (“FPL”). Waylivra has also received marketing authorization in the EU for the treatment of FCS. The Company also has a spinal muscular atrophy (“SMA”) collaboration with F. Hoffman-La Roche Ltd and Hoffman-La Roche Inc. (referred to collectively as “Roche”) and the Spinal Muscular Atrophy Foundation (“SMA Foundation”). The SMA program has one approved product, Evrysdi® (risdiplam), which was approved by the FDA in August 2020 for the treatment of SMA in adults and children two months and older and by the EC in March 2021 for the treatment of 5q SMA in patients two months and older with a clinical diagnosis of SMA Type 1, Type 2 or Type 3 or with one to four SMN2 copies. Evrysdi also received marketing authorization for the treatment of SMA in Brazil in October 2020 and Japan in June 2021. In May 2022, the FDA approved a label expansion for Evrysdi to include infants under two months old with SMA. In August 2023, the EC approved an extension of the Evrysdi marketing authorization to include infants under two months old in the EU. In addition to the Company’s SMA program, the Company’s splicing platform also includes PTC518, which is being developed for the treatment of Huntington’s disease (“HD”). The Company initiated a Phase 2 study of PTC518 for the treatment of HD in the first quarter of 2022, which consists of an initial 12-week placebo-controlled phase focused on safety, pharmacology and pharmacodynamic effects followed by a nine-month placebo-controlled phase focused on PTC518 biomarker effect. In June 2023, the Company announced interim data from the 12-week placebo-controlled phase. The Company expects the next data update from the Phase 2 study of PTC518 for the treatment of HD in the first half of 2024. In the Phase 2 study, enrollment outside of the United States remains active and ongoing while enrollment within the United States is paused as the FDA requested additional data to allow the Phase 2 study to proceed. The Company had a Type A meeting with the FDA to review the clinical safety data needed to enable resumption of enrollment in the United States. At that meeting, the FDA stated that the existing three-month safety data could support 12-week dosing and that six months of clinical safety data could support dosing in the 12-month Phase 2 study. The most advanced molecule in the Company’s metabolic platform is sepiapterin, a precursor to intracellular tetrahydrobiopterin, which is a critical enzymatic cofactor involved in metabolism and synthesis of numerous metabolic products, for orphan diseases. In May 2023, the Company announced that the primary endpoint was achieved in its registration-directed Phase 3 trial for sepiapterin for phenylketonuria (“PKU”) data supported NDA submission for the treatment of pediatric and adult PKU patients. However, the FDA has requested that PTC completes a 26-week nonclinical mouse study to assess sepiapterin carcinogenicity potential prior to NDA submission. PTC expects to submit an NDA to the FDA for sepiapterin for the treatment of PKU by the end of the third quarter of 2024 and PTC intends to discuss with the FDA the potential for an earlier submission if PTC is permitted to submit the 26-week mouse study report during the review process of the NDA. Additionally, PTC expects to submit a marketing authorization application (“MAA”) to the EMA for sepiapterin for the treatment of PKU in the EEA in the first half of 2024. The Company’s Bio-e platform consists of small molecule compounds that target oxidoreductase enzymes that regulate oxidative stress and inflammatory pathways central to the pathology of a number of CNS diseases. The two most advanced molecules in the Company’s Bio-e platform are vatiquinone and utreloxastat. The Company announced topline results from a registration-directed Phase 3 trial of vatiquinone in children and young adults with Friedreich ataxia in May 2023. While the study did not meet its primary endpoint of statistically significant change, the Company participated in a Type C written response only meeting with the FDA in the third quarter of 2023 to discuss the potential for an NDA submission for vatiquinone for the treatment of Friedreich ataxia. In their written response, the FDA stated that while they see the value of upright stability as a clinically meaningful endpoint, they believed a confirmatory study would likely be needed to support NDA submission. PTC has requested a follow-up live meeting to address the issues raised by the FDA. Additionally, PTC is participating in a scientific advice procedure with the EMA to determine if the data from the registration-directed Phase 3 trial of vatiquinone in children and young adults with Friedreich ataxia could support a conditional MAA in the EEA. The Company initiated a Phase 2 trial of utreloxastat for amyotrophic lateral sclerosis in the first quarter of 2022 and enrollment is ongoing. Unesbulin is the Company’s most advanced oncology agent. The Company completed its Phase 1 trials evaluating unesbulin in leiomyosarcoma (“LMS”) and diffuse intrinsic pontine glioma (“DIPG”) in the fourth quarter of 2021. The Company initiated a registration-directed Phase 2/3 trial of unesbulin for the treatment of LMS in the first quarter of 2022 and enrollment is ongoing. The Company is evaluating its plans for a potential initiation of a registration-directed Phase 2/3 trial of unesbulin for the treatment of DIPG. In addition, the Company has a pipeline of product candidates and discovery programs that are in early clinical, pre-clinical and research and development stages focused on the development of new treatments for multiple therapeutic areas for rare diseases. As of September 30, 2023, the Company had an accumulated deficit of approximately $3,127.8 million. The Company has financed its operations to date primarily through the private offerings in September 2019 of 1.50% convertible senior notes due 2026 (see Note 9), public offerings of common stock in February 2014, October 2014, April 2018, January 2019, and September 2019, “at the market offering” of its common stock, its initial public offering of common stock in June 2013, proceeds from the Royalty Purchase Agreement dated as of July 17, 2020, by and among the Company, RPI 2019 Intermediate Finance Trust (“RPI”), and, solely for the limited purposes set forth therein, Royalty Pharma PLC (the “Royalty Purchase Agreement”) (see Note 2), net proceeds from the Company’s’ borrowings under its credit agreement with Blackstone (see Note 9), private placements of its convertible preferred stock and common stock, collaborations, bank and institutional lender debt, other convertible debt, grant funding and clinical trial support from governmental and philanthropic organizations and patient advocacy groups in the disease area addressed by the Company’s product candidates. The Company has also relied on revenue generated from net sales of Translarna for the treatment of nmDMD in territories outside of the United States since 2014, Emflaza for the treatment of DMD in the United States since 2017, and Upstaza for the treatment of AADC deficiency in the EEA since May 2022. The Company has also relied on revenue associated with milestone and royalty payments from Roche pursuant to the License and Collaboration Agreement (the “SMA License Agreement”) dated as of November 23, 2011, by and among the Company, Roche and, for the limited purposes set forth therein, the SMA Foundation, under its SMA program. The Company expects that cash flows from the sales of its products, milestone and royalty payments from Roche, together with the Company’s cash, cash equivalents and marketable securities, will be sufficient to fund its operations for at least the next twelve months. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies The Company’s complete listing of significant accounting policies is set forth in Note 2 of the notes to the Company’s audited financial statements as of December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 21, 2023 (the "2022 Form 10-K"). Selected significant accounting policies are discussed in further detail below. Basis of presentation The accompanying financial information as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 has been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. These interim financial statements should be read in conjunction with the Company’s audited financial statements as of December 31, 2022 and notes thereto included in the 2022 Form 10-K. In the opinion of management, the unaudited financial information as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 reflects all adjustments, which are normal recurring adjustments, necessary to present a fair statement of financial position, results of operations, stockholders’ (deficit) equity, and cash flows. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ended December 31, 2023 or for any other interim period or for any other future year. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates in these consolidated financial statements have been made in connection with the calculation of net product sales, royalty revenue, certain accruals related to the Company’s research and development expenses, valuation procedures for liability for sale of future royalties, valuation procedures for convertible notes, fair value of the contingent consideration, and the provision for or benefit from income taxes. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. Restricted cash Restricted cash included in deposits and other assets on the consolidated balance sheet contains an unconditional, irrevocable and transferable letter of credit that was entered into during the twelve-month period ended December 31, 2019 in connection with obligations under a facility lease for the Company’s leased biologics manufacturing facility in Hopewell Township, New Jersey. The amount of the letter of credit is $7.5 million, is to be maintained for a term of not less than five years and has the potential to be reduced to $3.8 million if after five years the Company is not in default of its lease. Restricted cash also contains an unconditional, irrevocable and transferable letter of credit that was entered into during June 2022 in connection with obligations for the Company’s new facility lease in Warren, New Jersey. The amount of the letter of credit is $8.1 million and has the potential to be reduced to $4.1 million if after five years the Company is not in default of its lease. Both amounts are classified within deposits and other assets on the consolidated balance sheet due to the long-term nature of the respective letters of credit. Restricted cash also includes a bank guarantee of $0.6 million denominated in a foreign currency. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet that sum to the total of the same amounts shown in the statement of cash flows: End of Beginning of period- period- September 30, December 31, 2023 2022 Cash and cash equivalents $ 165,157 $ 279,834 Restricted cash included in deposits and other assets 16,253 16,091 Total Cash, cash equivalents and restricted cash per statement of cash flows $ 181,410 $ 295,925 Marketable securities The Company’s marketable securities consists of both debt securities and equity investments. The Company considers its investments in debt securities with original maturities of greater than 90 days to be available for sale securities. Securities under this classification are recorded at fair value and unrealized gains and losses within accumulated other comprehensive income. The estimated fair value of the available for sale securities is determined based on quoted market prices or rates for similar instruments. In addition, the cost of debt securities in this category is adjusted for amortization of premium and accretion of discount to maturity. For available for sale debt securities in an unrealized loss position, the Company assesses whether it intends to sell or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value. If the criteria are not met, the Company evaluates whether the decline in fair value has resulted from a credit loss or other factors. In making this assessment, management considers, among other factors, the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized costs basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. For the three and nine months ended September 30, 2023 and 2022, no allowance was recorded for credit losses. Marketable securities that are equity investments are measured at fair value, as it is readily available, and as such are classified as Level 1 assets. Unrealized holding gains and losses for these equity investments are components of other (expense) income, net within the consolidated statement of operations. Inventory and cost of product sales Inventory Inventories are stated at the lower of cost and net realizable value with cost determined on a first-in, first-out basis by product. The Company capitalizes inventory costs associated with products following regulatory approval when future commercialization is considered probable and the future economic benefit is expected to be realized. Products which may be used in clinical development programs are included in inventory and charged to research and development expense when the product enters the research and development process and no longer can be used for commercial purposes. Inventory used for marketing efforts are charged to selling, general and administrative expense. Amounts related to clinical development programs and marketing efforts are immaterial. The following table summarizes the components of the Company’s inventory for the periods indicated: September 30, 2023 December 31, 2022 Raw materials $ 907 $ 1,078 Work in progress 24,595 14,074 Finished goods 10,250 6,656 Total inventory $ 35,752 $ 21,808 The Company periodically reviews its inventories for excess amounts or obsolescence and writes down obsolete or otherwise unmarketable inventory to its estimated net realizable value. For the three months ended September 30, 2023, the Company’s inventory write-downs were immaterial. For the nine months ended September 30, 2023, the Company recorded inventory write-downs of $0.4 million primarily related to product approaching expiration. For the three and nine months ended September 30, 2022, the Company recorded inventory write-downs of $0.3 million and $1.2 million, respectively, primarily related to product approaching expiration. Additionally, though the Company’s product is subject to strict quality control and monitoring which it performs throughout the manufacturing processes, certain batches or units of product may not meet quality specifications resulting in a charge to cost of product sales. For the three and nine months ended September 30, 2023 and 2022, these amounts were immaterial. Cost of product sales Cost of product sales consists of the cost of inventory sold, manufacturing and supply chain costs, storage costs, amortization of the acquired intangible asset, royalty payments associated with net product sales, and royalty payments to collaborative partners associated with royalty revenues and collaboration revenue related to milestones. Production costs are expensed as cost of product sales when the related products are sold or royalty revenues and collaboration revenue milestones are earned. Revenue recognition Net product revenue The Company’s net product revenue primarily consists of sales of Translarna in territories outside of the U.S. for the treatment of nmDMD and sales of Emflaza in the U.S. for the treatment of DMD. The Company recognizes revenue when its performance obligations with its customers have been satisfied. The Company’s performance obligations are to provide products based on customer orders from distributors, hospitals, specialty pharmacies or retail pharmacies. The performance obligations are satisfied at a point in time when the Company’s customer obtains control of the product, which is typically upon delivery. The Company invoices its customers after the products have been delivered and invoice payments are generally due within 30 to 90 days of the invoice date. The Company determines the transaction price based on fixed consideration in its contractual agreements. Contract liabilities arise in certain circumstances when consideration is due for goods the Company has yet to provide. As the Company has identified only one distinct performance obligation, the transaction price is allocated entirely to product sales. In determining the transaction price, a significant financing component does not exist since the timing from when the Company delivers product to when the customers pay for the product is typically less than one year. Customers in certain countries pay in advance of product delivery. In those instances, payment and delivery typically occur in the same month. The Company records product sales net of any variable consideration, which includes discounts, allowances, rebates related to Medicaid and other government pricing programs, and distribution fees. The Company uses the expected value or most likely amount method when estimating its variable consideration, unless discount or rebate terms are specified within contracts. The identified variable consideration is recorded as a reduction of revenue at the time revenues from product sales are recognized. These estimates for variable consideration are adjusted to reflect known changes in factors and may impact such estimates in the quarter those changes are known. Revenue recognized does not include amounts of variable consideration that are constrained. For the three months ended September 30, 2023 and 2022, net product sales outside of the United States were $76.6 million and $79.4 million, respectively, consisting of sales of Translarna, Tegsedi, Waylivra, and Upstaza. Translarna net revenues made up $69.0 million and $76.6 million of the net product sales outside of the United States for the three months ended September 30, 2023 and 2022, respectively. For the three months ended September 30, 2023 and 2022, net product sales in the United States were $67.4 million and $54.8 million, respectively, consisting solely of sales of Emflaza. During the three months ended September 30, 2023, one country, the United States, accounted for at least 10% of the Company’s net product sales, representing $67.4 million of net product sales. During the three months ended September 30, 2022, two countries, the United States and Russia, accounted for at least 10% of the Company’s net product sales, representing $54.8 million and $28.3 million of net product sales, respectively. For the nine months ended September 30, 2023 and 2022, net product sales outside of the United States were $318.5 million and $247.6 million, respectively, consisting of Translarna, Tegsedi, Waylivra, and Upstaza. Translarna net revenues made up $280.6 million and $232.9 million of the net product sales outside of the United States for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, net product sales in the United States were $187.7 million and $160.1 million, respectively, consisting solely of Emflaza. During the nine months ended September 30, 2023, three countries, the United States, Russia, and Brazil, accounted for at least 10% of the Company’s net product sales, representing $187.7 million, $69.0 million, and $52.5 million of net product sales, respectively. During the nine months ended September 30, 2022, two countries, the United States and Russia, accounted for at least 10% of the Company’s net product sales, representing $160.1 million and $57.1 million of net product sales, respectively. In relation to customer contracts, the Company incurs costs to fulfill a contract but does not incur costs to obtain a contract. These costs to fulfill a contract do not meet the criteria for capitalization and are expensed as incurred. The Company considers any shipping and handling costs that are incurred after the customer has obtained control of the product as a cost to fulfill a promise. Shipping and handling costs associated with finished goods delivered to customers are recorded as a selling expense. Collaboration and royalty revenue The terms of these agreements typically include payments to the Company of one or more of the following: nonrefundable, upfront license fees; milestone payments; research funding and royalties on future product sales. In addition, the Company generates service revenue through agreements that generally provide for fees for research and development services and may include additional payments upon achievement of specified events. At the inception of a collaboration arrangement, the Company needs to first evaluate if the arrangement meets the criteria in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 808 “Collaborative Arrangements” to then determine if ASC Topic 606 is applicable by considering whether the collaborator meets the definition of a customer. If the criteria are met, the Company assesses the promises in the arrangement to identify distinct performance obligations. For licenses of intellectual property, the Company assesses, at contract inception, whether the intellectual property is distinct from other performance obligations identified in the arrangement. If the licensing of intellectual property is determined to be distinct, revenue is recognized for nonrefundable, upfront license fees when the license is transferred to the customer and the customer can use and benefit from the license. If the licensing of intellectual property is determined not to be distinct, then the license will be bundled with other promises in the arrangement into one distinct performance obligation. The Company needs to determine if the bundled performance obligation is satisfied over time or at a point in time. If the Company concludes that the nonrefundable, upfront license fees will be recognized over time, the Company will need to assess the appropriate method of measuring proportional performance. For milestone payments, the Company assesses, at contract inception, whether the development or sales-based milestones are considered probable of being achieved. If it is probable that a significant revenue reversal will occur, the Company will not record revenue until the uncertainty has been resolved. Milestone payments that are contingent upon regulatory approval are not considered probable of being achieved until the applicable regulatory approvals or other external conditions are obtained as such conditions are not within the Company’s control. If it is probable that a significant revenue reversal will not occur, the Company will estimate the milestone payments using the most likely amount method. The Company will re-assess the development and sales-based milestones each reporting period to determine the probability of achievement. The Company recognizes royalties from product sales at the later of when the related sales occur or when the performance obligation to which the royalty has been allocated has been satisfied. If it is probable that a significant revenue reversal will not occur, the Company will estimate the royalty payments using the most likely amount method. The Company recognizes revenue for reimbursements of research and development costs under collaboration agreements as the services are performed. The Company records these reimbursements as revenue and not as a reduction of research and development expenses as the Company has the risks and rewards as the principal in the research and development activities. For the three months ended September 30, 2023, the Company did not recognize collaboration revenue related to the SMA License Agreement with Roche. For the three months ended September 30, 2022, the Company recognized $50.0 million of collaboration revenue related to the SMA License Agreement. For the nine months ended September 30, 2023, the amounts recognized for the collaboration revenue related to the SMA License Agreement with Roche were immaterial. For the three and nine months ended September 30, 2023, the Company has recognized $50.2 million and $117.9 million of royalty revenue, respectively, related to Evrysdi. For the three and nine months ended September 30, 2022, the Company has recognized $32.9 million and $73.6 million of royalty revenue, respectively, related to Evrysdi. Manufacturing Revenue The Company has manufacturing services related to the production of plasmid deoxyribonucleic acid (“DNA”) and adeno-associated virus (“AAV”) vectors for gene therapy applications for external customers. Performance obligations vary but may include manufacturing plasmid DNA and/or AAV vectors, material testing, stability studies, and other services related to material development. The transaction prices for these arrangements are fixed and include amounts stated in the contracts for each promised service. Typically, the performance obligations within a manufacturing contract are highly interdependent, in which case, the Company will combine them into a single performance obligation. The Company has determined that the assets created have no alternative use to the Company, and the Company has an enforceable right to payment for the performance completed to date, therefore revenue related to these services are recognized over time and is measured using an output method based on performance of manufacturing milestones completed to date. Manufacturing service contracts may also include performance obligations related to project management services or obtaining materials from third parties. The Company has determined that these are separate performance obligations for which revenue is recognized at the point in time the services are performed. For performance obligations related to obtaining third party materials, the Company has determined that it is the principal as the Company has control of the materials and has discretion in setting the price. Therefore, the Company recognizes revenue on a gross basis related to obtaining third party materials. Certain arrangements require a portion of the contract consideration to be received in advance at the commencement of the contract, and such advance payment is initially recorded as a contract liability. A contract asset may be recognized in the event the Company’s satisfaction of performance obligations outpaces customer billings. For the three and nine months ended September 30, 2023, the Company recognized $2.4 million and $6.7 million of manufacturing revenue, respectively, related to plasmid DNA and AAV vector production for external customers. No manufacturing revenue was recognized for the three and nine months ended September 30, 2022. As of September 30, 2023, the Company has contract assets of $1.4 million and remaining performance obligations of $1.2 million related to the production of plasmid DNA and AAV vectors for gene therapy applications for external customers. For the period ended December 31, 2022, the Company had remaining performance obligations of $1.4 million and no contracts assets related to plasmid DNA and AAV production for external customers. Allowance for doubtful accounts The Company maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. The Company estimates uncollectible amounts based upon current customer receivable balances, the age of customer receivable balances, the customer’s financial condition and current economic trends. The Company also assesses whether an allowance for expected credit losses may be required which includes a review of the Company’s receivables portfolio, which are pooled on a customer basis or country basis. In making its assessment of whether an allowance for credit losses is required, the Company considers its historical experience with customers, current balances, levels of delinquency, regulatory and legal environments, and other relevant current and future forecasted economic conditions. For the three and nine months ended September 30, 2023 and 2022, no allowance was recorded for credit losses. The allowance for doubtful accounts was $1.0 million as of September 30, 2023 and $0.3 million as of December 31, 2022. For the three and nine months ended September 30, 2023, bad debt expense was $0.4 million and $0.7 million, respectively. For the three and nine months ended September 30, 2022, bad debt expense was immaterial. Liability for sale of future royalties On July 17, 2020, the Company, RPI, and, for the limited purposes set forth in the agreement, Royalty Pharma PLC, entered into the Royalty Purchase Agreement. Pursuant to the Royalty Purchase Agreement, the Company sold to RPI 42.933% (the “Assigned Royalty Rights”) of the Company’s right to receive sales-based royalty payments (the “Royalty”) on worldwide net sales of Evrysdi and any other product developed pursuant to the SMA License Agreement. In consideration for the sale of the Assigned Royalty Rights, RPI paid the Company $650.0 million in cash consideration. The Company has retained a 57.067% interest in the Royalty and all economic rights to receive the remaining potential regulatory and sales milestone payments under the SMA License Agreement, which remaining milestone payments equal $250.0 million in the aggregate as of September 30, 2023. The Royalty Purchase Agreement will terminate 60 days following the earlier of the date on which Roche is no longer obligated to make any payments of the Royalty pursuant to the SMA License Agreement and the date on which RPI has received $1.3 billion in respect of the Assigned Royalty Rights. The cash consideration obtained pursuant to the Royalty Purchase Agreement is classified as debt and is recorded as “liability for sale of future royalties-current” and “liability for sale of future royalties-noncurrent” on the Company’s consolidated balance sheet based on the timing of the expected payments to be made to RPI. The fair value for the liability for sale of future royalties at the time of the transaction was based on the Company’s estimates of future royalties expected to be paid to RPI over the life of the arrangement, which was determined using forecasts from market data sources, which are considered Level 3 inputs. The liability is being amortized using the effective interest method over the life of the arrangement, in accordance with the respective guidance. The Company utilizes the prospective method to account for subsequent changes in the estimated future payments to be made to RPI. Refer to Note 9 for further details. Indefinite-lived intangible assets Indefinite-lived intangible assets consist of in process research and development ("IPR&D"). IPR&D acquired directly in a transaction other than a business combination is capitalized if the projects will be further developed or have an alternative future use; otherwise they are expensed. The fair values of IPR&D projects and license agreement assets acquired in business combinations are capitalized. Several methods may be used to determine the estimated fair value of the IPR&D and license agreement asset acquired in a business combination. The Company utilizes the "income method" and uses estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, patent protection, and expected pricing and industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or written off, as appropriate. Intangible assets with indefinite lives, including IPR&D, are tested for impairment if impairment indicators arise and, at a minimum, annually. However, an entity is permitted to first assess qualitative factors to determine if a quantitative impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that an indefinite-lived intangible asset’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. The indefinite-lived intangible asset impairment test consists of a one-step analysis that compares the fair value of the intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company considers many factors in evaluating whether the value of its intangible assets with indefinite lives may not be recoverable, including, but not limited to, expected growth rates, the cost of equity and debt capital, general economic conditions, the Company’s outlook and market performance of the Company’s industry and recent and forecasted financial performance. In May 2023, as part of the Company’s strategic portfolio prioritization, the Company decided to discontinue its preclinical and early research programs in its gene therapy platform, which included Friedreich ataxia and Angelman syndrome. As a result, the Company determined that the Friedreich ataxia and Angelman syndrome indefinite lived intangible assets were fully impaired and recorded impairment expense of $217.8 million during the nine months ended September 30, 2023, which is recorded as intangible asset impairment in the statement of operations. Refer to Note 12 for further information regarding the Company’s intangible assets. Goodwill Goodwill represents the amount of consideration paid in excess of the fair value of net assets acquired as a result of the Company’s business acquisitions accounted for using the acquisition method of accounting. Goodwill is not amortized and is subject to impairment testing at a reporting unit level on an annual basis or when a triggering event occurs that may indicate the carrying value of the goodwill is impaired. The Company reassesses its reporting units as part of its annual segment review. An entity is permitted to first assess qualitative factors to determine if a quantitative impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Income Taxes The Organization for Economic Co-operation and Development (“OECD”), the European Community (“the EC”), and individual taxing jurisdictions where the Company and its affiliates do business have recently focused on issues related to the taxation of multinational corporations. The OECD has released its comprehensive plan to create an agreed set of international rules for fighting base erosion and profit shifting. In addition, the OECD, the EC and individual taxing jurisdictions are examining changes to how taxing rights should be allocated among countries considering the digital economy. As a result, the tax laws in the U.S. and other countries in which the Company and its affiliates do business could change on a prospective or retroactive basis and any such changes could materially adversely affect the Company’s business. On December 22, 2017, the U.S. government enacted the 2017 Tax Act, which significantly revised U.S. tax law by, among other provisions, lowering the U.S. federal statutory corporate income tax rate to 21%, imposing a mandatory one-time transition tax on previously deferred foreign earnings, and eliminating or reducing certain income tax deductions. The Global Intangible Low-Taxed Income ("GILTI") provisions of the 2017 Tax Act require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company has elected to account for GILTI tax in the period in which it is incurred, and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for the period ended September 30, 2023. Starting in 2022, TCJA amendments to IRC Section 174 no longer permits an immediate deduction for research and development (R&D) expenditures in the tax year that such costs are incurred. Instead, these IRC Section 174 development costs must now be capitalized and amortized over either a five- or 15-year period, depending on the location of the activities performed. The new amortization period begins with the midpoint of any taxable year that IRC Section 174 costs are first incurred, regardless of whether the expenditures were made prior to or after July 1, and runs until the midpoint of year five for activities conducted in the United States or year 15 in the case of development conducted on foreign soil. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured at rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. A valuation allowance is recorded when it is not more likely than not that all or a portion of the net deferred tax assets will be realized. On August 23, 2018, the Company completed its acquisition of Agilis Biotherapeutics, Inc. (“Agilis”), pursuant to an Agreement and Plan of Merger, dated as of July 19, 2018 (the “Agilis Merger Agreement”), by and among the Company, Agility Merger Sub, Inc., a Delaware corporation and the Company’s wholly owned, indirect subsidiary, Agilis and, solely in its capacity as the representative, agent and attorney-in-fact of the equityholders of Agilis, Shareholder Representative Services LLC, (the “Agilis Merger”). The Company recorded a deferred tax liability in conjunction with the Agilis Merger of $122.0 million in 2018, related to the tax basis difference in the IPRD indefinite-lived intangibles acquired. The Company’s policy is to record a deferred tax liability related to ac |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | 3. Leases The Company leases office space in South Plainfield, New Jersey for its principal office under two noncancelable operating leases through August 2024, in addition to office and laboratory space in Bridgewater, New Jersey and other locations throughout the United States and office space in various countries for international employees primarily through workspace providers. The Company also leases approximately 220,500 square feet of office, manufacturing and laboratory space at a facility located in Hopewell Township, New Jersey pursuant to a Lease Agreement (the “Hopewell Lease”) with Hopewell Campus Owner LLC. The rental term of the Hopewell Lease commenced on July 1, 2020 and has an initial term of fifteen years (the “Hopewell Initial Term”), with two consecutive ten year renewal periods, each at the Company’s option. The aggregate rent for the Hopewell Initial Term will be approximately $111.5 million. The rental rate for the renewal periods will be 95% of the Prevailing Market Rate (as defined in the Hopewell Lease) and determined at the time of the exercise of the renewal. The Company is also responsible for maintaining certain insurance and the payment of proportional taxes, utilities and common area operating expenses. The Hopewell Lease contains customary events of default, representations, warranties and covenants. In May 2022, the Company entered into a Lease Agreement (the “Warren Lease”) with Warren CC Acquisitions, LLC (the “Warren Landlord”) relating to the lease of two entire buildings comprised of approximately 360,000 square feet of shell condition, modifiable space (the “Warren Premises”) at a facility located in Warren, New Jersey. The rental term of the Warren Lease commenced on June 1, 2022, with an initial term of seventeen years (the “Warren Initial Term”), followed by three consecutive five-year renewal periods at the Company’s option. The aggregate base rent for the Warren Initial Term will be approximately $163.0 million; provided, however, that if the Company is not subject to an Event of Default (as defined in the Warren Lease), the Company will be entitled to a base rent abatement over the first three years of the Warren Initial Term of approximately $18.6 million, reducing the Company’s total base rent obligation to $144.4 million. The rental rate for the renewal periods will be at the Fair Market Rental Value (as defined in the Warren Lease) and determined at the time of the exercise of the renewal. Beginning in the second lease year, the Company is also responsible for the payment of all taxes and operating expenses for the Warren Premises. As a result, the Company recorded an operating lease ROU asset of $28.9 million and an operating lease ROU liability of $28.9 million as of the commencement date. The Company is developing the Warren Premises into office and laboratory space. The Company is entitled to an allowance of approximately $36.2 million to be provided by the Warren Landlord to be used towards such improvements. The Landlord is providing the allowance to cover those assets that are real property improvements, such as structural components, roofs, flooring, etc., whose useful lives are typically longer in nature. The Company evaluated the leasehold improvements under ASC 842 and determined that the Company will be the owner of the improvements, and therefore the $36.2 million allowance and $5.0 million due from the Landlord were treated as lease incentives at the commencement of the lease and included in the calculation of the lease ROU asset and lease ROU liability, effectively reducing both at Commencement Date. In connection with the execution of the Warren Lease, the Company also committed to fund a construction account with $3.6 million to go towards the Company’s improvements of the Warren Premises. Subject to the terms of the Warren Lease, the Company has a right of first offer to purchase the Warren Premises if the Warren Landlord receives a bona fide third party offer to purchase the Warren Premises or the Warren Landlord decides to sell the Warren Premises. On June 19, 2020, the Company entered into a commercial manufacturing service agreement for a term of 12.5 years with MassBiologics of the University of Massachusetts Medical School ("MassBio"). The Company determined that the agreement was a finance lease, for which the Company recorded a finance lease ROU asset for $41.4 million and corresponding finance lease liability for $41.4 million at the onset of the lease agreement. Given that the leased asset is designed for the production of PTC’s AADC program and would not have an alternate use outside the PTC gene therapy platform without incurring significant costs, the Company determined that the lease should be treated as research and development expense under ASC 730. Accordingly, the full $41.4 million relating to the finance lease ROU asset was written off and expensed to research and development during the year ended December 31, 2020. As of September 30, 2023, the balance of the finance lease liabilities-current and finance lease liabilities-noncurrent are $2.6 million and $17.2 million, respectively, and are directly related to the Company’s MassBio agreement. As of December 31, 2022, the balance of the finance lease liabilities-current and finance lease liabilities-noncurrent were $3.0 million and $18.7 million, respectively. Additionally, the Company recorded finance lease costs of $0.4 million and $1.1 million related to interest on the lease liability during the three and nine months ended September 30, 2023, respectively. The Company recorded finance lease costs of $0.4 million and $1.2 million related to interest on the lease liability during the three and nine months ended September 30, 2022, respectively. The Company also leases certain vehicles, lab equipment, and office equipment under operating leases. The Company’s leases have remaining operating lease terms ranging from 0.4 years to 15.7 years and certain of the leases include renewal options to extend the lease for up to 20 years. Rent expense was $7.1 million and $6.8 million for the three months ended September 30, 2023 and 2022, respectively. Rent expense was $21.5 million and $18.0 million for the nine months ended September 30, 2023 and 2022, respectively. The components of operating lease expense were as follows: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Operating Lease Cost Fixed lease cost $ 5,490 $ 5,377 $ 16,463 $ 14,267 Variable lease cost 1,376 1,151 4,140 3,152 Short-term lease cost 271 262 866 600 Total operating lease cost $ 7,137 $ 6,790 $ 21,469 $ 18,019 Total operating lease cost is a component of operating expenses on the consolidated statements of operations. Supplemental lease term and discount rate information related to leases was as follows as September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Weighted-average remaining lease terms - operating leases (years) 11.61 11.61 Weighted-average discount rate - operating leases 8.67 % 8.61 % Weighted-average remaining lease terms - finance lease (years) 9.26 10.01 Weighted-average discount rate - finance lease 7.80 % 7.80 % Supplemental cash flow information related to leases was as follows as of September 30, 2023 and 2022: Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,479 $ 10,954 Financing cash flows from finance lease 1,379 1,276 Operating cash flows from finance lease 1,621 1,724 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 35,294 Future minimum lease payments under non-cancelable leases as of September 30, 2023 were as follows: Operating Leases Finance Lease 2023 (excludes the nine months ended September 30, 2023) $ 5,077 $ — 2024 18,369 3,000 2025 20,438 3,000 2026 19,988 3,000 2027 and thereafter 193,792 18,000 Total lease payments 257,664 27,000 Less: Imputed Interest expense 146,279 7,205 Total $ 111,385 $ 19,795 |
Fair value of financial instrum
Fair value of financial instruments and investments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial instruments and investments | 4. Fair value of financial instruments and marketable securities The Company follows the fair value measurement rules, which provide ● Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the balance sheet date. ● Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). ● Level 3—Inputs are unobservable and reflect the Company’s assumptions as to what market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available. Cash equivalents and marketable securities are reflected in the accompanying financial statements at fair value. The carrying amount of receivables and accounts payable and accrued expenses approximates fair value due to the short-term nature of those instruments. The Company owns common stock in ClearPoint Neuro, Inc. (“ClearPoint”) (formerly MRI Interventions, Inc.), a publicly traded medical device company. The ClearPoint equity investments (collectively, the “ClearPoint Equity Investments”) represent financial instruments, and therefore, are recorded at fair value, which is readily determinable. The ClearPoint Equity Investments are components of prepaids and other current assets on the consolidated balance sheet as of September 30, 2023, and deposits and other assets as of December 31, 2022. In January 2020, the Company purchased a $10.0 million convertible note from ClearPoint that the Company can convert into ClearPoint shares at a conversion rate of $6.00 per share at any point throughout the term of the loan, which matures five years from the purchase date. The Company determined that the convertible note represents an available for sale debt security and the Company has elected to record it at fair value under ASC 825. The Company classifies its ClearPoint convertible debt security as a Level 2 asset within the fair value hierarchy, as the value is based on inputs other than quoted prices that are observable. The fair value of the ClearPoint convertible debt security is determined at each reporting period by utilizing a Black-Scholes option pricing model, as well as a present value of expected cash flows from the debt security utilizing the risk free rate and the estimated credit spread as of the valuation date as the discount rate. During the three and nine months ended September 30, 2023, the Company recorded unrealized losses of $3.1 million and $4.6 million, respectively. During the three and nine months ended September 30, 2022, the Company recorded unrealized losses of $4.4 million and $2.4 million, respectively. These unrealized gains and losses are components of other expense, net within the consolidated statement of operations. The fair value of the convertible debt security was $10.6 million and $15.2 million as of September 30, 2023 and December 31, 2022, respectively. The convertible debt security is considered to be long term and is included as a component of deposits and other assets on the consolidated balance sheet. Other than the ClearPoint Equity Investments and the ClearPoint convertible debt security, no other items included in deposits and other assets and prepaids and other current assets on the consolidated balance sheets are fair valued. The Company has investments in mutual funds, including one that is denominated in a foreign currency. All of these are equity investments and are classified as marketable securities on the Company’s consolidated balance sheets. These equity investments are reported at fair value, as they are readily available, and as such are classified as Level 1 assets. Unrealized holding gains and losses for these equity investments are included as components of other expense, net within the consolidated statement of operations. Fair value of marketable securities that are classified as available for sale debt securities is based upon market prices using quoted prices in active markets for identical assets quoted on the last day of the period. In establishing the estimated fair value of the remaining available for sale debt securities, the Company used the fair value as determined by its investment advisors using observable inputs other than quoted prices. The following represents the fair value using the hierarchy described above for the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022: September 30, 2023 Quoted prices Significant in active other Significant markets for observable unobservable identical assets inputs inputs Total (level 1) (level 2) (level 3) Marketable securities - available for sale $ 1,625 $ — $ 1,625 $ — Marketable securities - equity investments $ 128,028 $ 128,028 $ — $ — ClearPoint Equity Investments - available for sale $ 4,482 $ 4,482 $ — $ — ClearPoint convertible debt security $ 10,637 $ — $ 10,637 $ — Contingent consideration payable- development and regulatory milestones $ 26,400 $ $ $ 26,400 Contingent consideration payable- net sales milestones and royalties $ 12,600 $ $ $ 12,600 December 31, 2022 Quoted prices Significant in active other Significant markets for observable unobservable identical assets inputs inputs Total (level 1) (level 2) (level 3) Marketable securities - available for sale $ 22,610 $ — $ 22,610 $ — Marketable securities - equity investments $ 108,261 $ 108,261 $ — $ — ClearPoint Equity Investments $ 10,965 $ 10,965 $ — $ — ClearPoint convertible debt security $ 15,231 $ — $ 15,231 $ — Contingent consideration payable- development and regulatory milestones $ 82,500 $ — $ — $ 82,500 Contingent consideration payable- net sales milestones and royalties $ 81,500 $ — $ — $ 81,500 No transfers of assets between Level 1, Level 2, or Level 3 of the fair value measurement hierarchy occurred during the periods ended September 30, 2023 and December 31, 2022. The following is a summary of marketable securities accounted for as available for sale debt securities at September 30, 2023 and December 31, 2022: September 30, 2023 Amortized Gross Unrealized Cost Gains Losses Fair Value Corporate debt securities $ 1,649 $ — $ (24) $ 1,625 Total $ 1,649 $ — $ (24) $ 1,625 December 31, 2022 Amortized Gross Unrealized Cost Gains Losses Fair Value Commercial paper $ 12,419 $ 5 $ — $ 12,424 Corporate debt securities 10,685 — (499) 10,186 Total $ 23,104 $ 5 $ (499) $ 22,610 For available for sale debt securities in an unrealized loss position, the Company assesses whether it intends to sell or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value. For the three and nine months ended September 30, 2023 and 2022, no write downs occurred. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity. The Company also reviews its available for sale debt securities in an unrealized loss position and evaluates whether the decline in fair value has resulted from credit losses or other factors. This review is subjective, as it requires management to evaluate whether an event or change in circumstances has occurred in that period that may be related to credit issues. For the three and nine months ended September 30, 2023 and 2022, no allowance was recorded for credit losses. Unrealized gains and losses are reported as a component of accumulated other comprehensive (loss) income in stockholders’ equity. For the three months ended September 30, 2023, the Company did not have any realized gains or losses from the sale of available for sale debt securities. For the nine months ended September 30, 2023, the Company had $0.3 million of realized losses from the sale of available for sale debt securities. For the three and nine months ended September 30, 2022, the Company had $1.3 million and $1.6 million of realized losses from the sale of available for sale debt securities, respectively. Realized gains and losses are reported as a component of interest expense, net in the consolidated statement of operations. Reclassified amounts from other comprehensive items were determined using the actual realized gains and losses from the sales of marketable securities. The unrealized losses and fair values of available for sale debt securities that have been in an unrealized loss position for a period of less than and greater than or equal to 12 months as of September 30, 2023 are as follows: September 30, 2023 Securities in an unrealized loss Securities in an unrealized loss position less than 12 months position greater than or equal to 12 months Total Unrealized losses Fair Value Unrealized losses Fair Value Unrealized losses Fair Value Corporate debt securities $ — — (24) 1,625 (24) $ 1,625 Total $ — $ — $ (24) $ 1,625 $ (24) $ 1,625 The unrealized losses and fair values of available for sale debt securities that have been in an unrealized loss position for a period of less than and greater than or equal to 12 months as of December 31, 2022 are as follows: December 31, 2022 Securities in an unrealized loss Securities in an unrealized loss position less than 12 months position greater than or equal to 12 months Total Unrealized losses Fair Value Unrealized losses Fair Value Unrealized losses Fair Value Corporate debt securities $ — — (499) 10,186 (499) $ 10,186 Total $ — $ — $ (499) $ 10,186 $ (499) $ 10,186 Available for sale debt securities at September 30, 2023 and December 31, 2022 mature as follows: September 30, 2023 Less Than More Than 12 Months 12 Months Corporate debt securities $ 1,625 $ — Total $ 1,625 $ — December 31, 2022 Less Than More Than 12 Months 12 Months Commercial paper $ 12,424 $ — Corporate debt securities — 10,186 Total $ 12,424 $ 10,186 The Company classifies all of its marketable securities as current as they are all either available for sale debt securities or equity investments and are available for current operations. Convertible senior notes In September 2019, the Company issued $287.5 million of 1.50% convertible senior notes due September 15, 2026 (the “2026 Convertible Notes,”). The fair value of the 2026 Convertible Notes, which differs from their carrying values, is influenced by interest rates, the Company’s stock price and stock price volatility and is determined by prices for the 2026 Convertible Notes observed in market trading which are Level 2 inputs. The estimated fair value of the 2026 Convertible Notes at September 30, 2023 and December 31, 2022 was $228.8 million and $281.7 million, respectively. Level 3 valuation The contingent consideration payable is fair valued each reporting period with the change in fair value recorded as a gain or loss within the change in the fair value of contingent consideration on the consolidated statements of operations. The fair value of the development and regulatory milestones is estimated utilizing a probability adjusted, discounted cash flow approach. The discount rates are estimated utilizing Corporate B rated bonds maturing in the years of expected payments based on the Company’s estimated development timelines for the acquired product candidate. The fair value of the net sales milestones is determined utilizing a valuation framework that estimates net sales volatility to simulate a range of possible payment scenarios. The average of the payments in these scenarios is then discounted to calculate present fair value. In May 2023, as part of the Company’s strategic portfolio prioritization, the Company decided to discontinue its preclinical and early research programs in its gene therapy platform, which included Friedreich ataxia and Angelman syndrome. As a result, the Company fully impaired the Friedreich ataxia and Angelman syndrome intangible assets and determined that the fair value for all of the contingent consideration payable related to Friedreich ataxia and Angelman syndrome was $0. The change in fair value for the contingent consideration payable related to Friedreich ataxia and Angelman syndrome for the nine months ended September 30, 2023 was $129.8 million and is included in the change in fair value of the contingent consideration in the statement of operations. The remaining contingent consideration as of September 30, 2023 is $39.0 million, which is solely related to the development and regulatory milestones, and net sales milestones, for Upstaza. As of September 30, 2023, the weighted average discount rate for the Upstaza development and regulatory milestones was 7.1% and the weighted average probability of success was 90%. As of September 30, 2023, the weighted average discount rate for the Upstaza net sales milestones was 12.0% and the weighted average probability of success for the net sales milestones was 93%. The table presented below is a summary of changes in the fair value of the Company’s Level 3 valuations for the contingent consideration payable for the periods ended September 30, 2023 and September 30, 2022: Level 3 liabilities Contingent consideration payable- Contingent consideration payable- development and regulatory net sales milestones and royalties milestones Beginning balance as of December 31, 2022 $ 82,500 $ 81,500 Additions — — Change in fair value (56,100) (68,900) Payments — — Ending balance as of September 30, 2023 $ 26,400 $ 12,600 Level 3 liabilities Contingent consideration payable- Contingent consideration payable- development and regulatory net sales milestones and royalties milestones Beginning balance as of December 31, 2021 $ 139,300 $ 100,600 Additions — — Change in fair value (10,800) (21,400) Reclass to accounts payable and accrued expenses (50,000) — Payments — — Ending balance as of September 30, 2022 $ 78,500 $ 79,200 The following significant unobservable inputs were used in the valuation of the contingent consideration payable for the periods ended September 30, 2023 and December 31, 2022: September 30, 2023 Fair Value Valuation Technique Unobservable Input Range Contingent consideration payable- $26,400 Probability-adjusted discounted cash flow Potential development and regulatory milestones $0 - $31 million Contingent considerable payable- net sales $12,600 Option-pricing model with Monte Carlo simulation Potential net sales milestones $0 - $50 million December 31, 2022 Fair Value Valuation Technique Unobservable Input Range Contingent consideration payable- $82,500 Probability-adjusted discounted cash flow Potential development and regulatory milestones $0 - $331 million Contingent considerable payable- net sales $81,500 Option-pricing model with Monte Carlo simulation Potential net sales milestones $0 - $150 million The contingent consideration payables are classified Level 3 liabilities as their valuation requires substantial judgment and estimation of factors that are not currently observable in the market. If different assumptions were used for the various inputs to the valuation approaches, including but not limited to, assumptions involving probability adjusted sales estimates for the gene therapy platform and estimated discount rates, the estimated fair value could be significantly higher or lower than the fair value determined. |
Accounts payable and accrued ex
Accounts payable and accrued expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued expenses | 5. Accounts payable and accrued expenses Accounts payable and accrued expenses at September 30, 2023 and December 31, 2022 consist of the following: September 30, December 31, 2023 2022 Employee compensation, benefits, and related accruals $ 70,778 $ 62,669 Income tax payable 2,822 4,712 Consulting and contracted research 21,236 38,882 Professional fees 3,067 3,093 Sales allowance 72,202 63,787 Sales rebates 119,971 67,355 Royalties 52,087 40,546 Accounts payable 19,152 27,268 Other 9,416 12,054 Total $ 370,731 $ 320,366 During the three and nine month periods ended September 30, 2023, the Company incurred $22.6 million and $30.6 million, respectively, of restructuring costs from a reduction in workforce in connection with the Company’s strategic pipeline prioritization and discontinuation of its preclinical and early research programs in its gene therapy platform. The costs are included in research and development and selling, general, and administrative expenses on the Company’s consolidated statement of operations. As of September 30, 2023, the remaining $23.4 million of accrued restructuring costs are included above within employee compensation, benefits, and related accruals. |
Capitalization
Capitalization | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Capitalization | 6. Capitalization In August 2019, the Company entered into an At the Market Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald and RBC Capital Markets, LLC (together, the “Sales Agents”), pursuant to which, the Company may offer and sell shares of its common stock, having an aggregate offering price of up to $125.0 million from time to time through the Sales Agents by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. No shares were sold during the three and nine months ended September 30, 2023 and 2022. The remaining shares of the Company’s common stock available to be issued and sold, under the At the Market Offering, have an aggregate offering price of up to $93.0 million as of September 30, 2023. |
Net loss per share
Net loss per share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net loss per share | 7. Net loss per share Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding. Potentially dilutive securities were excluded from the diluted calculation because their effect would be anti-dilutive. The following tables set forth the computation of basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator Net loss $ (132,970) $ (109,315) $ (470,812) $ (388,128) Denominator Denominator for basic and diluted net loss per share 75,377,997 71,654,671 74,618,611 71,415,849 Net loss per share: Basic and diluted $ (1.76) * $ (1.53) * $ (6.31) * $ (5.43) * * In the three and nine months ended September 30, 2023 and 2022, the Company experienced a net loss and therefore did not report any dilutive share impact. The following table shows historical dilutive common share equivalents outstanding, which are not included in the above historical calculation, as the effect of their inclusion is anti-dilutive during each period. As of September 30, 2023 2022 Stock Options 11,436,783 11,478,421 Unvested restricted stock awards and units 3,414,102 2,488,944 Total 14,850,885 13,967,365 |
Stock award plan
Stock award plan | 9 Months Ended |
Sep. 30, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Stock award plan | 8. Stock award plan In May 2013, the Company’s Board of Directors and stockholders approved the 2013 Long-Term Incentive Plan, which became effective upon the closing of the Company’s initial public offering. On June 8, 2022 (the “Restatement Effective Date”), the Company’s stockholders approved the Amended and Restated 2013 Long-Term Incentive Plan (the “Amended 2013 LTIP”). The Amended 2013 LTIP provides for the grant of incentive stock options, nonstatutory stock options, restricted stock units and other stock-based awards. The number of shares of common stock reserved for issuance under the Amended 2013 LTIP is the sum of (A) the number of shares of the Company’s common stock (up to 16,724,212 shares) that is equal to the sum of (1) the number of shares issued under the 2013 Long-Term Incentive Plan prior to the Restatement Effective Date, (2) the number of shares that remain available for issuance under the 2013 Long-Term Incentive Plan immediately prior to the Restatement Effective Date and (3) the number of shares subject to awards granted under the 2013 Long-Term Incentive Plan prior to the Restatement Effective Date that are outstanding as of the Restatement Effective Date, plus (B) from and after the Restatement Effective Date, an additional 8,475,000 shares of Common Stock. As of September 30, 2023, awards for 6,802,210 shares of common stock are available for issuance under the Amended 2013 LTIP. There are no additional shares of common stock available for issuance under the Company’s 1998 Employee, Director and Consultant Stock Option Plan, 2009 Equity and Long Term Incentive Plan or 2013 Stock Incentive Plan. In January 2020, the Company’s Board of Directors approved the 2020 Inducement Stock Incentive Plan. The 2020 Inducement Stock Incentive Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards and other stock-based awards for, initially, up to at the time, an aggregate of 1,000,000 shares of common stock. Any grants made under the 2020 Inducement Stock Incentive Plan must be made pursuant to the Nasdaq Listing Rule 5635(c)(4) inducement grant exception as a material component of the Company’s new hires’ employment compensation. In December 2020, the Company’s Board of Directors approved an additional 1,000,000 shares of common stock that may be issued under the 2020 Inducement Stock Incentive Plan. In April 2022, the Company’s Board of Directors approved a reduction in the total number of shares of common stock that may be issued under the 2020 Inducement Stock Incentive Plan to 1,300,000 shares. In December 2022, the Company’s Board of Directors approved an additional 1,700,000 shares of common stock that may be issued under the 2020 Inducement Stock Incentive Plan. The Board of Directors has the authority to select the individuals to whom options are granted and determine the terms of each option, including (i) the number of shares of common stock subject to the option; (ii) the date on which the option becomes exercisable; (iii) the option exercise price, which, in the case of incentive stock options, must be at least 100% (110% in the case of incentive stock options granted to a stockholder owning in excess of 10% of the Company’s stock) of the fair market value of the common stock as of the date of grant; and (iv) the duration of the option (which, in the case of incentive stock options, may not exceed ten years). Options typically vest over a four-year period. Inducement stock option awards From January 1, 2023 through September 30, 2023, the Company issued a total of 1,059,054 stock options to various employees. Of those, 121,460 were inducement grants for non-statutory stock options, all of which were made pursuant to the 2020 Inducement Stock Incentive Plan. Stock option activity Weighted- Weighted- average Aggregate average remaining intrinsic Number of exercise contractual value(in options price term thousands) Outstanding at December 31, 2022 11,502,417 $ 43.33 Granted 1,059,054 $ 41.29 Exercised (806,407) $ 29.48 Forfeited/Cancelled (318,281) $ 47.84 Outstanding at September 30, 2023 11,436,783 $ 43.99 5.87 years $ 5,084 Vested or Expected to vest at September 30, 2023 2,357,250 $ 46.72 8.23 years $ — Exercisable at September 30, 2023 8,533,144 $ 43.18 5.05 years $ 5,084 The fair value of grants made in the nine months ended September 30, 2023 was contemporaneously estimated on the date of grant using the following assumptions: Nine months ended September 30, 2023 Risk-free interest rate 3.54% - 3.91% Expected volatility 53% - 54% Expected term 5.5 years The Company assumed no expected dividends for all grants. The weighted average grant date fair value of options granted during the nine months ended September 30, 2023 was $21.83 per share. The expected term of options was estimated based on the Company’s historical exercise data and the expected volatility of options was estimated based on the Company’s historical stock volatility. The risk-free rate of the options was based on U.S. Government Securities Treasury Constant Maturities yields at the date of grant for a term similar to the expected term of the option. Restricted Stock Awards and Restricted Stock Units The following table summarizes information on the Company’s restricted stock awards and units: Restricted Stock Awards and Units Weighted Average Grant Number of Date Shares Fair Value Unvested at December 31, 2022 2,516,336 $ 45.67 Granted 1,973,973 40.00 Vested (778,442) 46.34 Forfeited (297,765) 42.65 Unvested at September 30, 2023 3,414,102 $ 42.50 Employee Stock Purchase Plan The Company recorded share-based compensation expense in the statement of operations related to incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock units and the ESPP as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 13,986 $ 15,063 $ 44,828 $ 41,896 Selling, general and administrative 12,956 13,607 40,300 41,093 Total $ 26,942 $ 28,670 $ 85,128 $ 82,989 As of September 30, 2023, there was approximately $179.3 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Company’s equity award plans. This cost is expected to be recognized as share-based compensation expense over the weighted average remaining service period of approximately 1.9 years. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Liability for sale of future royalties In July 2020, the Company entered into the Royalty Purchase Agreement. As RPI’s interest is explicitly limited, the $650.0 million cash consideration was classified as debt and is recorded as “liability for sale of future royalties-current” and “liability for sale of future royalties-noncurrent” on the Company’s consolidated balance sheet based on the timing of the expected payments to be made to RPI. The fair value for the liability for sale of future royalties at the time of the transaction was based on the Company’s estimates of future royalties expected to be paid to RPI over the life of the arrangement, which was determined using forecasts from market data sources, which are considered Level 3 inputs. The liability is being amortized using the effective interest method over the life of the arrangement, in accordance with ASC 470 and ASC 835. The initial annual effective interest rate was determined to be 11.0%. The Company utilizes the prospective method to account for subsequent changes in the estimated future payments to be made to RPI and updates the effective interest rate on a quarterly basis. Issuance costs related to the transaction were determined to be immaterial. The following table shows the activity within the “liability for sale of future royalties- current” and “liability for sale of future royalties- noncurrent” accounts for the nine months ended September 30, 2023: Nine Months Ended September 30, Liability for sale of future royalties- (current and noncurrent) 2023 Beginning balance as of December 31, 2022 $ 757,886 Less: Non-cash royalty revenue payable to RPI (50,599) Plus: Non-cash interest expense recognized 56,031 Ending balance $ 763,318 Effective interest rate as of September 30, 2023 9.3 % Non-cash interest expense is recorded in the statement of operations within “Interest expense, net”. Senior Secured Term Loan On October 27, 2022 (the “Closing Date”), the Company entered into a credit agreement (the “Blackstone Credit Agreement”) for fundings of up to $950.0 million consisting of a committed loan facility of $450.0 million and further contemplating the potential for up to $500.0 million of additional financing, to the extent that the Company requests such additional financing and subject to the Lenders’ agreement to provide such additional financing and to mutual agreement on terms, among the Company, certain subsidiaries of the Company (together with the Company, the “Loan Parties”) and funds and other affiliated entities advised or managed by Blackstone Life Sciences and Blackstone Credit (collectively, “Blackstone”, and such lenders, together with their permitted assignees, the “Lenders” and each a “Lender”) and Wilmington Trust, National Association, as the administrative agent for the Lenders. The Blackstone Credit Agreement provides for a senior secured term loan facility funded on the Closing Date in the aggregate principal amount of $300.0 million (the “Initial Loans”) and a committed delayed draw term loan facility of up to $150.0 million (the “Delayed Draw Loans” and, together with the Initial Loans, the “Loans”) to be funded at the Company’s request within 18 months of the Closing Date subject to specified conditions. In addition, the Blackstone Credit Agreement contemplates the potential for further financings by Blackstone, by providing for incremental discretionary uncommitted further financings of up to $500.0 million. The Company capitalized approximately $11.6 million of debt issuance costs which are presented on the balance sheet as a direct deduction from the debt liability and are being amortized over the term of the senior secured term loan facility using the effective interest rate method. The Loans mature on the date that is seven years from the Closing Date. Borrowings under the Blackstone Credit Agreement bear interest at a variable rate equal to, at the Company’s option, either an adjusted Term SOFR rate plus seven and a quarter percent (7.25%) or the Base Rate plus six and a quarter percent (6.25%) , subject to a floor of one percent (1%) and two percent (2%) with respect to Term SOFR rate and Base Rate (each as defined in the Blackstone Credit Agreement), respectively. Payment of the Loans are subject to certain premiums specified in the Blackstone Credit Agreement, in each case, from the date the applicable Loan is funded. All obligations under the Blackstone Credit Agreement are secured, subject to certain exceptions and specified inclusions, by security interests in certain assets of the Loan Parties, including (1) intellectual property and other assets related to Translarna, Emflaza, Upstaza, sepiapterin and, until certain release conditions are met, vatiquinone, in each case, together with any other forms, formulations, or methods of delivery of any such products, and regardless of trade or brand name, (2) future acquired intellectual property (but not internally developed intellectual property unrelated to other intellectual property collateral) and other related assets, and (3) the equity interests held by the Loan Parties in certain of their subsidiaries. The Blackstone Credit Agreement contains certain negative covenants with which the Company must remain in compliance. The Blackstone Credit Agreement also requires that the Company maintains consolidated liquidity of at least $100.0 million as of the last day of each fiscal quarter, which shall be increased to $200.0 million upon the Company consummating acquisitions meeting certain consolidated thresholds described therein. In addition, the Company will be required under conditions specified in the Blackstone Credit Agreement to fund a reserve account up to certain amounts specified therein, including $50.0 million that the Company funded into the reserve account during the quarter ended March 31, 2023 and was released back to the Company during the quarter ended June 30, 2023. The funds in the reserve account are available to prepay the Loans at any time at the Company’s option, and are, if funded, subject to release upon certain further conditions. Upon any such release, such funds are freely available for use by the Company subject to the generally applicable terms and conditions of the Blackstone Credit Agreement. The Blackstone Credit Agreement contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default. The Blackstone Credit Agreement consists of the following: September 30, 2023 December 31, 2022 Principal $ 300,000 $ 300,000 Less: Debt issuance costs (10,742) (11,322) Net carrying amount $ 289,258 $ 288,678 As of September 30, 2023, the remaining contractual life of the Blackstone Credit Agreement is approximately 6.1 years. The following table sets forth total interest expense recognized related to the Blackstone Credit Agreement: Three Months Ended Nine Months Ended September 30, September 30, 2023 2023 Contractual interest expense $ 9,554 $ 28,087 Amortization of debt issuance costs 280 702 Total $ 9,834 $ 28,789 Effective interest rate 13.1 % 13.1 % 2026 Convertible Notes In September 2019, the Company issued, at par value, $287.5 million aggregate principal amount of 1.50% convertible senior notes due 2026, which included an option to purchase up to an additional $37.5 million in aggregate principal amount of the 2026 Convertible Notes, which was exercised in full by the initial purchasers. The 2026 Convertible Notes bear cash interest at a rate of 1.50% per year, payable semi-annually on March 15 and September 15 of each year, beginning on March 15, 2020. The 2026 Convertible Notes will mature on September 15, 2026, unless earlier repurchased or converted. The net proceeds to the Company from the offering were $279.3 million after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by the Company. The 2026 Convertible Notes are governed by an indenture (the "2026 Convertible Notes Indenture") with U.S Bank National Association as trustee (the "2026 Convertible Notes Trustee"). Holders of the 2026 Convertible Notes may convert their 2026 Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding March 15, 2026 only under the following circumstances: ● during any calendar quarter commencing on or after December 31, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; ● during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the 2026 Convertible Notes Indenture) per $1,000 principal amount of 2026 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; ● during any period after the Company has issued notice of redemption until the close of business on the scheduled trading day immediately preceding the relevant redemption date; or ● upon the occurrence of specified corporate events. On or after March 15, 2026, until the close of business on the business day immediately preceding the maturity date, holders may convert their 2026 Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or any combination thereof at the Company’s election. The conversion rate for the 2026 Convertible Notes was initially, and remains, 19.0404 shares of the Company’s common stock per $1,000 principal amount of the 2026 Convertible Notes, which is equivalent to an initial conversion price of approximately $52.52 per share of the Company’s common stock. The conversion rate may be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The Company was not permitted to redeem the 2026 Convertible Notes prior to September 20, 2023. The Company may redeem for cash all or any portion of the 2026 Convertible Notes, at its option, if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect on the last trading day of, and for at least 19 other trading days (whether or not consecutive) during, any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2026 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2026 Convertible Notes, which means that the Company is not required to redeem or retire the 2026 Convertible Notes periodically. If the Company undergoes a “fundamental change” (as defined in the 2026 Convertible Notes Indenture), subject to certain conditions, holders of the 2026 Convertible Notes may require the Company to repurchase for cash all or part of their 2026 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2026 Convertible Notes represent senior unsecured obligations and will rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated, effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) incurred by the Company’s subsidiaries. The 2026 Convertible Notes Indenture contains customary events of default with respect to the 2026 Convertible Notes, including that upon certain events of default (including the Company’s failure to make any payment of principal or interest on the 2026 Convertible Notes when due and payable) occurring and continuing, the 2026 Convertible Notes Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding 2026 Convertible Notes by notice to the Company and the Convertible Notes Trustee, may, and the 2026 Convertible Notes Trustee at the request of such holders (subject to the provisions of the 2026 Convertible Notes Indenture) shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the 2026 Convertible Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization, involving the Company or a significant subsidiary, 100% of the principal of and accrued and unpaid interest on the 2026 Convertible Notes will automatically become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately. The 2026 Convertible Notes consist of the following: September 30, 2023 December 31, 2022 Principal $ 287,500 $ 287,500 Less: Debt issuance costs (3,584) (4,456) Net carrying amount $ 283,916 $ 283,044 As of September 30, 2023, the remaining contractual life of the 2026 Convertible Notes is approximately 3.0 years. The following table sets forth total interest expense recognized related to the 2026 Convertible Notes: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contractual interest expense $ 1,080 $ 1,081 $ 3,215 $ 3,217 Amortization of debt issuance costs 294 289 872 856 Total $ 1,374 $ 1,370 $ 4,087 $ 4,073 Effective interest rate 1.9 % 1.9 % 1.9 % 1.9 % In April 2022, under the terms of the 2026 Convertible Notes Indenture, the Company paid additional interest on the 2026 Convertible Notes at a rate equal to 0.5% per annum, for a total interest payment of approximately $2.1 million, for the period beginning September 25, 2020 and ending March 14, 2022. In September 2022, under the terms of the 2026 Convertible Notes Indenture, the Company paid additional interest on the 2026 Convertible Notes at a rate equal to 0.5% per annum, for a total interest payment of approximately $0.1 million, for the period beginning March 15, 2022 and ending April 8, 2022. These amounts are not included in the table above, but were recorded as interest expense, net within the statement of operations for the nine months ended September 30, 2022. 2022 Convertible Notes In August 2015, the Company issued, at par value, $150.0 million aggregate principal amount of 3.00% convertible senior notes due 2022, (the “2022 Convertible Notes”). On August 15, 2022, the Company repaid the outstanding principal amount and accrued interest, totaling $152.3 million, of the 2022 Convertible Notes that was due upon maturity in accordance with the terms of the notes. The following table sets forth total interest expense recognized related to the 2022 Convertible Notes: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contractual interest expense $ — $ 559 $ — $ 2,800 Amortization of debt issuance costs — 92 — 460 Total $ — $ 651 $ — $ 3,260 Effective interest rate — % 3.5 % — % 3.5 % |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 10. Commitments and contingencies Under various agreements, the Company will be required to pay royalties and milestone payments upon the successful development and commercialization of products. The Company has entered into funding agreements with The Wellcome Trust Limited ("Wellcome Trust") for the research and development of small molecule compounds in connection with the Company’s oncology and antibacterial programs. As the Company has discontinued development under its antibacterial program, it no longer expects that milestone and royalty payments from the Company to Wellcome Trust will apply under that agreement, resulting in a change to the total amount of development and regulatory milestone payments the Company may become obligated to pay for this program. Under the oncology program funding agreement, to the extent that the Company develops and commercializes program intellectual property on a for-profit basis itself or in collaboration with a partner (provided the Company retains overall control of worldwide commercialization), the Company may become obligated to pay to Wellcome Trust development and regulatory milestone payments and single-digit royalties on sales of any research program product. The Company’s obligation to pay such royalties would continue on a country-by-country basis until the longer of the expiration of the last patent in the program intellectual property in such country covering the research program product and the expiration of market exclusivity of such product in such country. The Company made the first development milestone payment of $0.8 million to Wellcome Trust under the oncology platform funding agreement during the second quarter of 2016. During the year ended December 31, 2022, the Company incurred $2.5 million of development milestones in connection with the enrollment of patients in the registration-directed Phase 2/3 trial of unesbulin for the treatment of LMS, which is recorded in accounts payable and accrued expenses on the balance sheet and will be payable upon the earlier to occur of the first dose administered to the last patient enrolled in the study or the termination of dosing of all patients in the study. Additional milestone payments of up to an aggregate of $14.5 million may become payable by the Company to Wellcome Trust under this agreement. The Company has also entered into a collaboration agreement with the SMA Foundation. The Company is obligated to pay the SMA Foundation single-digit royalties on worldwide net product sales of any collaboration product that is successfully developed and subsequently commercialized or, with respect to collaboration products the Company outlicenses, including Evrysdi, a specified percentage of certain payments the Company receives from its licensee. Since inception, the SMA Foundation has earned $40.3 million, $35.3 million which was paid and $5.0 million which was accrued as of September 30, 2023. The Company’s obligation to make such payments would end upon the Company’s payment to the SMA Foundation of an aggregate of $52.5 million. Pursuant to the asset purchase agreement ("Asset Purchase Agreement") between the Company and Marathon Pharmaceuticals, LLC (now known as Complete Pharma Holdings, LLC) (“Marathon”), Marathon is entitled to receive contingent payments from the Company based on annual net sales of Emflaza up to a specified aggregate maximum amount over the expected commercial life of the asset. In addition, Marathon received a $50.0 million sales-based milestone during the nine months ended September 30, 2022. Pursuant to the Agilis Merger Agreement, Agilis equityholders were previously entitled to receive contingent consideration payments from the Company based on (i) the achievement of certain development milestones up to an aggregate maximum amount of $60.0 million, (ii) the achievement of certain regulatory approval milestones together with a milestone payment following the receipt of a priority review voucher up to an aggregate maximum amount of $535.0 million, (iii) the achievement of certain net sales milestones up to an aggregate maximum amount of $150.0 million, and (iv) a percentage of annual net sales for Friedreich ataxia and Angelman syndrome during specified terms, ranging from 2%-6%. The Company was required to pay $40.0 million of the development milestone payments upon the passing of the second anniversary of the closing of the Agilis Merger, regardless of whether the applicable milestones have been achieved. Pursuant to the terms of the Rights Exchange Agreement, the Participating Rightholders canceled and forfeited their rights under the Agilis Merger Agreement to receive (i) $174.0 million, in the aggregate, of potential milestone payments based on the achievement of certain regulatory milestones and (ii) $37.6 million, in the aggregate, of $40.0 million in development milestone payments that would have been due upon the passing of the second anniversary of the closing of the Agilis Merger, regardless of whether the milestones are achieved. The Rights Exchange Agreement has no effect on the Agilis Merger Agreement other than to provide for the cancellation and forfeiture of the Participating Rightholders’ rights to receive $211.6 million, in the aggregate, of the milestone payments described above. As a result, all other rights and obligations under the Agilis Merger Agreement remain in effect pursuant to their terms, including the Company’s obligation to pay up to an aggregate maximum amount of $20.0 million upon the achievement of certain development milestones (representing the remaining portion of potential development milestone payments for which rights were not canceled and forfeited pursuant to the Rights Exchange Agreement while excluding the remaining $2.4 million milestone payment that was due and paid upon the passing of the second anniversary of the closing of the Agilis Merger), up to an aggregate maximum amount of $361.0 million upon the achievement of certain regulatory milestones (representing the remaining portion of potential regulatory milestone payments for which rights were not canceled and forfeited pursuant to the Rights Exchange Agreement), up to a maximum aggregate amount of $150.0 million upon the achievement of certain net sales milestones and a percentage of annual net sales for Friedreich ataxia and Angelman syndrome during specified terms, ranging from 2% to 6%, pursuant to the terms of the Agilis Merger Agreement. In July 2022, the European Commission approved Upstaza for the treatment of AADC deficiency for patients 18 months and older within the EEA. As a result of such approval, the Company paid the former equityholders of Agilis $50.0 million in accordance with the terms of the Agilis Merger Agreement in the year ended December 31, 2022. In May 2023, as part of the Company’s strategic portfolio prioritization, the Company decided to discontinue its preclinical and early research programs in its gene therapy platform, which included Friedreich ataxia and Angelman syndrome. As a result, the Company does not expect the milestones related to Friedreich ataxia and Angelman syndrome to be achieved. In addition, the Company does not expect to pay the 2% to 6% royalties on annual net sales related to Friedreich ataxia and Angelman syndrome. As of September 30, 2023, the remaining potential development and regulatory milestones the Company expects to achieve is $31.1 million, and the remaining potential sales milestones the Company expects to achieve is $50.0 million, both of which relate solely to Upstaza. On October 25, 2019, the Company completed the acquisition of substantially all of the assets of BioElectron Technology Corporation (“BioElectron”), a Delaware corporation, including certain compounds that the Company has begun to develop as part of its Bio-e platform, pursuant to an asset purchase agreement by and between the Company and BioElectron, dated October 1, 2019 (the “BioElectron Asset Purchase Agreement”). BioElectron was a private company with a pipeline focused on inflammatory and central nervous system (CNS) disorders. The lead program, vatiquinone, is in late stage development for CNS disorders with substantial unmet need and significant commercial opportunity that are complementary to PTC’s existing pipeline. Subject to the terms and conditions of the BioElectron Asset Purchase Agreement, BioElectron may become entitled to receive contingent milestone payments of up to $200.0 million (in cash or in shares of the Company’s common stock, as determined by the Company) from the Company based on the achievement of certain regulatory and net sales milestones. Subject to the terms and conditions of the BioElectron Asset Purchase Agreement, BioElectron may also become entitled to receive contingent payments based on a percentage of net sales of certain products. Subject to the terms and conditions of the Agreement and Plan of Merger, dated as of May 5, 2020 (the “Censa Merger Agreement”) by and among the Company, Hydro Merger Sub, Inc., the Company’s wholly owned, indirect subsidiary, and, solely in its capacity as the representative, agent and attorney-in-fact of the securityholders of Censa, Shareholder Representative Services LLC (such merger pursuant thereto, the “Censa Merger”), former Censa securityholders may become entitled to receive contingent payments from the Company based on (i) the achievement of certain development and regulatory milestones up to an aggregate maximum amount of $217.5 million for sepiapterin sepiapterin sepiapterin In February 2023, the Company completed enrollment of its Phase 3 placebo-controlled clinical trial for sepiapterin for PKU. In connection with this event and pursuant to the Censa Merger Agreement, the Company paid a $30.0 million development milestone to the former Censa securityholders during the nine months ended September 30, 2023. The Company elected to pay this milestone in the form of shares of its common stock, less certain cash payments in accordance with the Censa Merger Agreement. Pursuant to such election, the Company issued 657,462 shares of its common stock and paid $0.4 million to the former Censa securityholders. The Company also has the Tegsedi-Waylivra Agreement for the commercialization of Tegsedi and Waylivra, and products containing those compounds in countries in Latin America and the Caribbean. Akcea is entitled to receive royalty payments subject to certain terms set forth in the Tegsedi-Waylivra Agreement. The Company has employment agreements with certain employees which require the funding of a specific level of payments, if certain events, such as a change in control or termination without cause, occur. Additionally, the Company has royalty payments associated with Translarna, Emflaza, and Upstaza net product revenue, payable quarterly or annually in accordance with the terms of the related agreements. From time to time in the ordinary course of its business, the Company is subject to claims, legal proceedings and disputes. The Company is not currently aware of any material legal proceedings against it. |
Revenue recognition
Revenue recognition | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | 11. Revenue recognition Net product sales The Company views its operations and manages its business in one operating segment. During the three months ended September 30, 2023 and 2022, net product sales outside of the United States were $76.6 million and $79.4 million, respectively, consisting of sales of Translarna, Tegsedi, Waylivra, and Upstaza. Translarna net revenues made up $69.0 million and $76.6 million of the net product sales outside of the United States for the three months ended September 30, 2023 and 2022, respectively. During the three months ended September 30, 2023, and 2022, net product sales in the United States were $67.4 million and $54.8 million, respectively, consisting solely of sales of Emflaza. During the three months ended September 30, 2023, one country, the United States, accounted for at least 10% of the Company’s net product sales, representing $67.4 million of the net product sales. During the three months ended September 30, 2022, two countries, the United States and Russia, accounted for at least 10% of the Company’s net product sales, representing $54.8 million and $28.3 million of the net product sales, respectively. For the three months ended September 30, 2023 and 2022, the Company had a total of three and two distributors, respectively, that each accounted for over 10% of the Company’s net product sales. During the nine months ended September 30, 2023 and 2022, net product sales outside of the United States were $318.5 million and $247.6 million, respectively, consisting of Translarna, Tegsedi, Waylivra, and Upstaza. Translarna net revenues made up $280.6 million and $232.9 million of the net product sales outside of the United States for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, net product sales in the United States were $187.7 million and $160.1 million, respectively, consisting solely of Emflaza. During the nine months ended September 30, 2023, three countries, the United States, Russia, and Brazil, accounted for at least 10% of the Company’s net product sales, representing $187.7 million, $69.0 million, and $52.5 million of net product sales, respectively. During the nine months ended September 30, 2022, two countries, the United States and Russia, accounted for at least 10% of the Company’s net product sales, representing $160.1 million and $57.1 million of net product sales, respectively. For the nine months ended September 30, 2023 and 2022, the Company had a total of two and two distributors, respectively, that each accounted for over 10% of the Company's net product sales. As of September 30, 2023 and December 31, 2022, the Company does not have a contract liabilities balance related to net product sales, and has not made significant changes to the judgments made in applying ASC Topic 606. Collaboration and Royalty revenue In November 2011, the Company and the SMA Foundation entered into the SMA License Agreement with Roche. Under the terms of the SMA License Agreement, Roche acquired an exclusive worldwide license to the Company’s SMA program. Under the SMA License Agreement, the Company is eligible to receive additional payments from Roche if specified events are achieved with respect to each licensed product, including up to $135.0 million in research and development event milestones, up to $325.0 million in sales milestones upon achievement of specified sales events, and up to double digit royalties on worldwide annual net sales of a commercial product. The SMA program currently has one approved product, Evrysdi, which was approved in August 2020 by the FDA for the treatment of SMA in adults and children two months and older. As of September 30, 2023, the Company does not have any remaining research and development event milestones that can be received. The remaining potential sales milestones that can be received is $250.0 million. For the three months ended September 30, 2023, the Company did not recognize collaboration revenue related to the SMA License Agreement with Roche. For the three months ended September 30, 2022, the Company recognized $50.0 million of collaboration revenue related to the SMA License Agreement. For the nine months ended September 30, 2023, the amounts recognized for the collaboration revenue related to the SMA License Agreement with Roche were immaterial. For the nine months ended September 30, 2022, the Company recognized $50.0 million of collaboration revenue related to the SMA License Agreement. In September 2022, the Company recognized a sales milestone of $50.0 million for the achievement of $750.0 million in worldwide annual net sales from Evrysdi. In addition to research and development and sales milestones, the Company is eligible to receive up to double-digit royalties on worldwide annual net sales of a commercial product under the SMA License Agreement. For the three and nine months ended September 30, 2023, the Company has recognized $50.2 million and $117.9 million of royalty revenue related to Evrysdi, respectively. For the three and nine months ended September 30, 2022, the Company has recognized $32.9 million and $73.6 million of royalty revenue, respectively, related to Evrysdi. Manufacturing Revenue For the three and nine months ended September 30, 2023, the Company recognized $2.4 million and $6.7 million of manufacturing revenue, respectively, related to the production of plasmid DNA and AAV vectors for gene therapy applications for external customers. As of September 30, 2023 and December 31, 2022, the Company has a contract liabilities balance of $1.2 million and $1.4 million, respectively, related to the production of plasmid DNA and AAV vectors for gene therapy applications for external customers, which is recorded within deferred revenue on the consolidated balance sheet. For the three-month period ended September 30, 2023, the Company did not recognize any revenue related to the amount included in the contract liability balance at the beginning of the period. For the nine-month period ended September 30, 2023, the Company recognized $1.4 million related to the amounts included in the contract liability balance at the beginning of the period. As of September 30, 2023, the Company has contract assets of $1.4 million related to plasmid DNA and AAV production for external customers, which is recorded within prepaid expenses and other current assets on the consolidated balance sheet. The Company did not have any contract assets for the period ending December 31, 2022. Remaining performance obligations As of September 30, 2023 and December 31, 2022, the Company has remaining performance obligations of $1.2 million and $1.4 million, respectively, related to the production of plasmid DNA and AAV vectors for gene therapy applications for external customers. The Company expects to recognize revenue over the next one year, as the specific timing for satisfying the performance obligations is contingent upon a number of factors, including customers’ needs and schedules. |
Intangible assets and goodwill
Intangible assets and goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets and goodwill | 12. Intangible assets and goodwill Definite-lived intangibles Definite-lived intangible assets consisted of the following at September 30, 2023 and December 31, 2022: Ending Balance at Reclass from Foreign Ending Balance at Definite-lived December 31, Indefinite Lived to currency September 30, intangibles assets, gross 2022 Additions Definite Lived Impairment translation 2023 Emflaza $ 420,253 $ 76,454 $ — $ — $ — $ 496,707 Waylivra 9,316 157 — — (96) 9,377 Tegsedi 7,109 4,299 — — (183) 11,225 Upstaza 89,550 — — — — 89,550 Total definite-lived intangibles, gross $ 526,228 $ 80,910 $ — $ — $ (279) $ 606,859 Ending Balance at Foreign Ending Balance at Definite-lived December 31, currency September 30, intangibles assets, accumulated amortization 2022 Amortization translation 2023 Emflaza $ (266,023) $ (138,038) $ — $ (404,061) Waylivra (2,751) (791) 45 (3,497) Tegsedi (1,709) (1,035) 36 (2,708) Upstaza (3,420) (5,597) — (9,017) Total definite-lived intangibles, accumulated amortization $ (273,903) $ (145,461) $ 81 $ (419,283) Total definite-lived intangibles, net $ 187,576 Marathon is entitled to receive contingent payments from the Company based on annual net sales of Emflaza beginning in 2018, up to a specified aggregate maximum amount over the expected commercial life of the asset. In accordance with the guidance for an asset acquisition, the Company records the milestone payment when it becomes payable to Marathon and increases the cost basis for the Emflaza rights intangible asset. For the nine months ended September 30, 2023, total milestone payments of $76.5 million were recorded. These payments are being amortized over the remaining useful life of the Emflaza rights asset on a straight line basis. As of September 30, 2023, a milestone payable to Marathon of $43.9 million was recorded on the consolidated balance sheet within accounts payable and accrued expenses. Akcea is also entitled to receive royalty payments subject to certain terms set forth in the Tegsedi-Waylivra Agreement related to sales of Waylivra and Tegsedi. In accordance with the guidance for an asset acquisition, the Company records royalty payments when they become payable to Akcea and increase the cost basis for the Waylivra and Tegsedi intangible assets. For the nine months ended September 30, 2023, royalty payments of $4.3 million and $0.2 million were recorded for Tegsedi and Waylivra, respectively. As of September 30, 2023, a royalty payable of $0.9 million and $0.2 million for Tegsedi and Waylivra, respectively, was recorded on the consolidated balance sheet within accounts payable and accrued expenses. For the three months ended September 30, 2023 and 2022, the Company recognized amortization expense of $58.6 million and $31.0 million, respectively, related to the Emflaza rights, Upstaza, Waylivra, and Tegsedi intangible assets. For the nine months ended September 30, 2023 and 2022, the Company recognized amortization expense of $145.5 million and $80.8 million, respectively, related to the Emflaza rights, Upstaza, Waylivra, and Tegsedi intangible assets. The estimated future amortization of the Emflaza rights, Upstaza, Waylivra, and Tegsedi intangible assets is expected to be as follows: As of September 30, 2023 2023 $ 58,640 2024 46,557 2025 10,041 2026 10,041 2027 and thereafter 62,297 Total $ 187,576 The weighted average remaining amortization period of the definite-lived intangibles as of September 30, 2023 is 5.3 years. Indefinite-lived intangibles Indefinite-lived intangible assets consisted of the following at September 30, 2023 and December 31, 2022: Ending Balance at Reclass from Foreign Ending Balance at Indefinite-lived December 31, Indefinite Lived to currency September 30, intangibles assets 2022 Additions Definite Lived Impairment translation 2023 Upstaza $ 235,766 $ — $ — $ — $ — $ 235,766 PTC-FA 112,500 — — (112,500) — — PTC-AS 105,300 — — (105,300) — — Total indefinite-lived intangibles $ 453,566 $ — $ — $ (217,800) $ — $ 235,766 Total intangible assets, net $ 423,342 In connection with the acquisition of the Company’s gene therapy platform from Agilis, the Company acquired rights to Upstaza, for the treatment of AADC deficiency. AADC deficiency is a rare CNS disorder arising from reductions in the enzyme AADC that result from mutations in the dopa decarboxylase gene. The gene therapy platform also includes PTC-FA, an asset targeting Friedreich ataxia, a rare and life-shortening neurodegenerative disease caused by a single defect in the FXN gene which causes reduced production of the frataxin protein. Additionally, the gene therapy platform includes two other programs targeting CNS disorders, including PTC-AS for Angelman syndrome, a rare, genetic, neurological disorder characterized by severe developmental delays. In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the Agilis Merger to the underlying assets acquired and liabilities assumed, based upon the estimated fair values of those assets and liabilities at the date of acquisition. The Company classified the fair value of the acquired IPR&D as indefinite lived intangible assets until the successful completion or abandonment of the associated research and development efforts. As of December 31, 2022, the value allocated to the indefinite lived intangible assets was $453.6 million. In May 2023, as part of the Company’s strategic portfolio prioritization, the Company decided to discontinue its preclinical and early research programs in its gene therapy platform, which included PTC-FA and PTC-AS. As a result, the Company determined that the PTC-FA and PTC-AS indefinite-lived intangible assets were fully impaired and recorded impairment expense of $217.8 million during the nine month period ended September 30, 2023, which is recorded as intangible asset impairment in the statement of operations. As of September 30, 2023, the remaining indefinite lived intangible asset balance is $235.8 million, consisting solely of Upstaza, which the Company plans to continue to develop and commercialize. Goodwill As a result of the Agilis Merger on August 23, 2018, the Company recorded $82.3 million of goodwill. As of September 30, 2023, there have been no changes to the balance of goodwill since the date of the Agilis Merger. Accordingly, the goodwill balance as of September 30, 2023 is $82.3 million. |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | 13. Subsequent events Royalty Purchase Agreement On October 18, 2023, the Company, Royalty Pharma Investments 2019 ICAV (“Royalty Pharma”), and, for the limited purposes set forth in the agreement, Royalty Pharma plc, entered into an Amended and Restated Royalty Purchase Agreement (the “A&R Royalty Purchase Agreement”), which amends and restates in its entirety the Royalty Purchase Agreement. Pursuant to the A&R Royalty Purchase Agreement, the Company has sold or agreed to sell to Royalty Pharma certain portions of the Company’s remaining Royalty on worldwide net sales of Evrysdi and any other product (the “Products”) developed pursuant to the SMA License Agreement (all such retained Royalty rights of the Company, the “Retained Royalty Rights,” and all such Royalty rights that are sold to Royalty Pharma pursuant to the A&R Royalty Purchase Agreement, the “A&R Assigned Royalty Rights”). At closing, Royalty Pharma paid the Company $1.0 billion in cash consideration for 38.0447% of the Company’s Retained Royalty Rights (which is in addition to the 42.9330% assigned to Royalty Pharma in connection with the Royalty Purchase Agreement, for a total of 80.9777% of the total Royalty) until such time as Royalty Pharma has received payments in respect of the A&R Assigned Royalty Rights equal to $1.3 billion in the aggregate, and thereafter 66.6667% of the total Royalty. In addition, the Company may sell to Royalty Pharma the remainder of the Company’s Retained Royalty Rights in exchange for an aggregate of $500.0 million in additional cash consideration after the closing of the A&R Royalty Purchase Agreement, less royalties received in respect of the Retained Royalty Rights put to Royalty Pharma, which will be payable by Royalty Pharma pursuant to five put options held by the Company that are exercisable at the Company’s option between January 1, 2024 and December 31, 2025. If the Company exercises two or fewer of the put options, Royalty Pharma may exercise a call option during the period from and after January 1, 2026 until and including March 31, 2026 for up to 50% of the remainder of the Company’s Retained Royalty Rights less amounts exercised by the Company via its put options at a purchase price that is proportional to the purchase price of the Company’s unexercised put options. Royalty Pharma’s exercise of the call option would result in Royalty Pharma owning 90.4888% of the total Royalty until such time as Royalty Pharma has received payments in respect of the A&R Assigned Royalty Rights equal to $1.3 billion in the aggregate, and thereafter 83.3333% of the total Royalty. The Company is evaluating the accounting impact of the A&R Royalty Purchase Agreement. Under the A&R Royalty Purchase Agreement, and in connection with its sale of the A&R Assigned Royalty Rights, the Company has agreed to specified negative and affirmative covenants with respect to the exercise of its rights under the SMA License Agreement, including the Company’s right to amend, modify, assign or terminate the SMA License Agreement. Subject to certain customary exceptions, the Company has agreed not to grant a security interest in its interest in the SMA License Agreement, the Products or the patent rights that cover the Products. The A&R Royalty Purchase Agreement also contains representations and warranties, covenants and other provisions, including information rights and confidentiality obligations, customary for transactions of this nature. The A&R Royalty Purchase Agreement will terminate 60 days following the date on which Roche is no longer obligated to make any payments of the Royalty pursuant to the License Agreement. Senior Secured Term Loan Termination On October 19, 2023, the Company terminated the Blackstone Credit Agreement. In connection with the termination of the Blackstone Credit Agreement, the Company repaid outstanding principal and accrued interest thereunder totaling $302.1 million and paid an additional $82.1 million in prepayment premiums, expenses and other exit fees. All liens and security interests securing the loans made pursuant to the Blackstone Credit Agreement were released upon termination. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial information as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 has been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. These interim financial statements should be read in conjunction with the Company’s audited financial statements as of December 31, 2022 and notes thereto included in the 2022 Form 10-K. In the opinion of management, the unaudited financial information as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 reflects all adjustments, which are normal recurring adjustments, necessary to present a fair statement of financial position, results of operations, stockholders’ (deficit) equity, and cash flows. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ended December 31, 2023 or for any other interim period or for any other future year. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates in these consolidated financial statements have been made in connection with the calculation of net product sales, royalty revenue, certain accruals related to the Company’s research and development expenses, valuation procedures for liability for sale of future royalties, valuation procedures for convertible notes, fair value of the contingent consideration, and the provision for or benefit from income taxes. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. |
Restricted Cash | Restricted cash Restricted cash included in deposits and other assets on the consolidated balance sheet contains an unconditional, irrevocable and transferable letter of credit that was entered into during the twelve-month period ended December 31, 2019 in connection with obligations under a facility lease for the Company’s leased biologics manufacturing facility in Hopewell Township, New Jersey. The amount of the letter of credit is $7.5 million, is to be maintained for a term of not less than five years and has the potential to be reduced to $3.8 million if after five years the Company is not in default of its lease. Restricted cash also contains an unconditional, irrevocable and transferable letter of credit that was entered into during June 2022 in connection with obligations for the Company’s new facility lease in Warren, New Jersey. The amount of the letter of credit is $8.1 million and has the potential to be reduced to $4.1 million if after five years the Company is not in default of its lease. Both amounts are classified within deposits and other assets on the consolidated balance sheet due to the long-term nature of the respective letters of credit. Restricted cash also includes a bank guarantee of $0.6 million denominated in a foreign currency. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet that sum to the total of the same amounts shown in the statement of cash flows: End of Beginning of period- period- September 30, December 31, 2023 2022 Cash and cash equivalents $ 165,157 $ 279,834 Restricted cash included in deposits and other assets 16,253 16,091 Total Cash, cash equivalents and restricted cash per statement of cash flows $ 181,410 $ 295,925 |
Marketable securities | Marketable securities The Company’s marketable securities consists of both debt securities and equity investments. The Company considers its investments in debt securities with original maturities of greater than 90 days to be available for sale securities. Securities under this classification are recorded at fair value and unrealized gains and losses within accumulated other comprehensive income. The estimated fair value of the available for sale securities is determined based on quoted market prices or rates for similar instruments. In addition, the cost of debt securities in this category is adjusted for amortization of premium and accretion of discount to maturity. For available for sale debt securities in an unrealized loss position, the Company assesses whether it intends to sell or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value. If the criteria are not met, the Company evaluates whether the decline in fair value has resulted from a credit loss or other factors. In making this assessment, management considers, among other factors, the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized costs basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. For the three and nine months ended September 30, 2023 and 2022, no allowance was recorded for credit losses. Marketable securities that are equity investments are measured at fair value, as it is readily available, and as such are classified as Level 1 assets. Unrealized holding gains and losses for these equity investments are components of other (expense) income, net within the consolidated statement of operations. |
Inventory and cost of product sales | Inventory and cost of product sales Inventory Inventories are stated at the lower of cost and net realizable value with cost determined on a first-in, first-out basis by product. The Company capitalizes inventory costs associated with products following regulatory approval when future commercialization is considered probable and the future economic benefit is expected to be realized. Products which may be used in clinical development programs are included in inventory and charged to research and development expense when the product enters the research and development process and no longer can be used for commercial purposes. Inventory used for marketing efforts are charged to selling, general and administrative expense. Amounts related to clinical development programs and marketing efforts are immaterial. The following table summarizes the components of the Company’s inventory for the periods indicated: September 30, 2023 December 31, 2022 Raw materials $ 907 $ 1,078 Work in progress 24,595 14,074 Finished goods 10,250 6,656 Total inventory $ 35,752 $ 21,808 The Company periodically reviews its inventories for excess amounts or obsolescence and writes down obsolete or otherwise unmarketable inventory to its estimated net realizable value. For the three months ended September 30, 2023, the Company’s inventory write-downs were immaterial. For the nine months ended September 30, 2023, the Company recorded inventory write-downs of $0.4 million primarily related to product approaching expiration. For the three and nine months ended September 30, 2022, the Company recorded inventory write-downs of $0.3 million and $1.2 million, respectively, primarily related to product approaching expiration. Additionally, though the Company’s product is subject to strict quality control and monitoring which it performs throughout the manufacturing processes, certain batches or units of product may not meet quality specifications resulting in a charge to cost of product sales. For the three and nine months ended September 30, 2023 and 2022, these amounts were immaterial. Cost of product sales Cost of product sales consists of the cost of inventory sold, manufacturing and supply chain costs, storage costs, amortization of the acquired intangible asset, royalty payments associated with net product sales, and royalty payments to collaborative partners associated with royalty revenues and collaboration revenue related to milestones. Production costs are expensed as cost of product sales when the related products are sold or royalty revenues and collaboration revenue milestones are earned. |
Revenue recognition | Revenue recognition Net product revenue The Company’s net product revenue primarily consists of sales of Translarna in territories outside of the U.S. for the treatment of nmDMD and sales of Emflaza in the U.S. for the treatment of DMD. The Company recognizes revenue when its performance obligations with its customers have been satisfied. The Company’s performance obligations are to provide products based on customer orders from distributors, hospitals, specialty pharmacies or retail pharmacies. The performance obligations are satisfied at a point in time when the Company’s customer obtains control of the product, which is typically upon delivery. The Company invoices its customers after the products have been delivered and invoice payments are generally due within 30 to 90 days of the invoice date. The Company determines the transaction price based on fixed consideration in its contractual agreements. Contract liabilities arise in certain circumstances when consideration is due for goods the Company has yet to provide. As the Company has identified only one distinct performance obligation, the transaction price is allocated entirely to product sales. In determining the transaction price, a significant financing component does not exist since the timing from when the Company delivers product to when the customers pay for the product is typically less than one year. Customers in certain countries pay in advance of product delivery. In those instances, payment and delivery typically occur in the same month. The Company records product sales net of any variable consideration, which includes discounts, allowances, rebates related to Medicaid and other government pricing programs, and distribution fees. The Company uses the expected value or most likely amount method when estimating its variable consideration, unless discount or rebate terms are specified within contracts. The identified variable consideration is recorded as a reduction of revenue at the time revenues from product sales are recognized. These estimates for variable consideration are adjusted to reflect known changes in factors and may impact such estimates in the quarter those changes are known. Revenue recognized does not include amounts of variable consideration that are constrained. For the three months ended September 30, 2023 and 2022, net product sales outside of the United States were $76.6 million and $79.4 million, respectively, consisting of sales of Translarna, Tegsedi, Waylivra, and Upstaza. Translarna net revenues made up $69.0 million and $76.6 million of the net product sales outside of the United States for the three months ended September 30, 2023 and 2022, respectively. For the three months ended September 30, 2023 and 2022, net product sales in the United States were $67.4 million and $54.8 million, respectively, consisting solely of sales of Emflaza. During the three months ended September 30, 2023, one country, the United States, accounted for at least 10% of the Company’s net product sales, representing $67.4 million of net product sales. During the three months ended September 30, 2022, two countries, the United States and Russia, accounted for at least 10% of the Company’s net product sales, representing $54.8 million and $28.3 million of net product sales, respectively. For the nine months ended September 30, 2023 and 2022, net product sales outside of the United States were $318.5 million and $247.6 million, respectively, consisting of Translarna, Tegsedi, Waylivra, and Upstaza. Translarna net revenues made up $280.6 million and $232.9 million of the net product sales outside of the United States for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, net product sales in the United States were $187.7 million and $160.1 million, respectively, consisting solely of Emflaza. During the nine months ended September 30, 2023, three countries, the United States, Russia, and Brazil, accounted for at least 10% of the Company’s net product sales, representing $187.7 million, $69.0 million, and $52.5 million of net product sales, respectively. During the nine months ended September 30, 2022, two countries, the United States and Russia, accounted for at least 10% of the Company’s net product sales, representing $160.1 million and $57.1 million of net product sales, respectively. In relation to customer contracts, the Company incurs costs to fulfill a contract but does not incur costs to obtain a contract. These costs to fulfill a contract do not meet the criteria for capitalization and are expensed as incurred. The Company considers any shipping and handling costs that are incurred after the customer has obtained control of the product as a cost to fulfill a promise. Shipping and handling costs associated with finished goods delivered to customers are recorded as a selling expense. Collaboration and royalty revenue The terms of these agreements typically include payments to the Company of one or more of the following: nonrefundable, upfront license fees; milestone payments; research funding and royalties on future product sales. In addition, the Company generates service revenue through agreements that generally provide for fees for research and development services and may include additional payments upon achievement of specified events. At the inception of a collaboration arrangement, the Company needs to first evaluate if the arrangement meets the criteria in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 808 “Collaborative Arrangements” to then determine if ASC Topic 606 is applicable by considering whether the collaborator meets the definition of a customer. If the criteria are met, the Company assesses the promises in the arrangement to identify distinct performance obligations. For licenses of intellectual property, the Company assesses, at contract inception, whether the intellectual property is distinct from other performance obligations identified in the arrangement. If the licensing of intellectual property is determined to be distinct, revenue is recognized for nonrefundable, upfront license fees when the license is transferred to the customer and the customer can use and benefit from the license. If the licensing of intellectual property is determined not to be distinct, then the license will be bundled with other promises in the arrangement into one distinct performance obligation. The Company needs to determine if the bundled performance obligation is satisfied over time or at a point in time. If the Company concludes that the nonrefundable, upfront license fees will be recognized over time, the Company will need to assess the appropriate method of measuring proportional performance. For milestone payments, the Company assesses, at contract inception, whether the development or sales-based milestones are considered probable of being achieved. If it is probable that a significant revenue reversal will occur, the Company will not record revenue until the uncertainty has been resolved. Milestone payments that are contingent upon regulatory approval are not considered probable of being achieved until the applicable regulatory approvals or other external conditions are obtained as such conditions are not within the Company’s control. If it is probable that a significant revenue reversal will not occur, the Company will estimate the milestone payments using the most likely amount method. The Company will re-assess the development and sales-based milestones each reporting period to determine the probability of achievement. The Company recognizes royalties from product sales at the later of when the related sales occur or when the performance obligation to which the royalty has been allocated has been satisfied. If it is probable that a significant revenue reversal will not occur, the Company will estimate the royalty payments using the most likely amount method. The Company recognizes revenue for reimbursements of research and development costs under collaboration agreements as the services are performed. The Company records these reimbursements as revenue and not as a reduction of research and development expenses as the Company has the risks and rewards as the principal in the research and development activities. For the three months ended September 30, 2023, the Company did not recognize collaboration revenue related to the SMA License Agreement with Roche. For the three months ended September 30, 2022, the Company recognized $50.0 million of collaboration revenue related to the SMA License Agreement. For the nine months ended September 30, 2023, the amounts recognized for the collaboration revenue related to the SMA License Agreement with Roche were immaterial. For the three and nine months ended September 30, 2023, the Company has recognized $50.2 million and $117.9 million of royalty revenue, respectively, related to Evrysdi. For the three and nine months ended September 30, 2022, the Company has recognized $32.9 million and $73.6 million of royalty revenue, respectively, related to Evrysdi. Manufacturing Revenue The Company has manufacturing services related to the production of plasmid deoxyribonucleic acid (“DNA”) and adeno-associated virus (“AAV”) vectors for gene therapy applications for external customers. Performance obligations vary but may include manufacturing plasmid DNA and/or AAV vectors, material testing, stability studies, and other services related to material development. The transaction prices for these arrangements are fixed and include amounts stated in the contracts for each promised service. Typically, the performance obligations within a manufacturing contract are highly interdependent, in which case, the Company will combine them into a single performance obligation. The Company has determined that the assets created have no alternative use to the Company, and the Company has an enforceable right to payment for the performance completed to date, therefore revenue related to these services are recognized over time and is measured using an output method based on performance of manufacturing milestones completed to date. Manufacturing service contracts may also include performance obligations related to project management services or obtaining materials from third parties. The Company has determined that these are separate performance obligations for which revenue is recognized at the point in time the services are performed. For performance obligations related to obtaining third party materials, the Company has determined that it is the principal as the Company has control of the materials and has discretion in setting the price. Therefore, the Company recognizes revenue on a gross basis related to obtaining third party materials. Certain arrangements require a portion of the contract consideration to be received in advance at the commencement of the contract, and such advance payment is initially recorded as a contract liability. A contract asset may be recognized in the event the Company’s satisfaction of performance obligations outpaces customer billings. For the three and nine months ended September 30, 2023, the Company recognized $2.4 million and $6.7 million of manufacturing revenue, respectively, related to plasmid DNA and AAV vector production for external customers. No manufacturing revenue was recognized for the three and nine months ended September 30, 2022. As of September 30, 2023, the Company has contract assets of $1.4 million and remaining performance obligations of $1.2 million related to the production of plasmid DNA and AAV vectors for gene therapy applications for external customers. For the period ended December 31, 2022, the Company had remaining performance obligations of $1.4 million and no contracts assets related to plasmid DNA and AAV production for external customers. |
Allowance for doubtful accounts | Allowance for doubtful accounts The Company maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. The Company estimates uncollectible amounts based upon current customer receivable balances, the age of customer receivable balances, the customer’s financial condition and current economic trends. The Company also assesses whether an allowance for expected credit losses may be required which includes a review of the Company’s receivables portfolio, which are pooled on a customer basis or country basis. In making its assessment of whether an allowance for credit losses is required, the Company considers its historical experience with customers, current balances, levels of delinquency, regulatory and legal environments, and other relevant current and future forecasted economic conditions. For the three and nine months ended September 30, 2023 and 2022, no allowance was recorded for credit losses. The allowance for doubtful accounts was $1.0 million as of September 30, 2023 and $0.3 million as of December 31, 2022. For the three and nine months ended September 30, 2023, bad debt expense was $0.4 million and $0.7 million, respectively. For the three and nine months ended September 30, 2022, bad debt expense was immaterial. |
Liability for sale of future royalties | Liability for sale of future royalties On July 17, 2020, the Company, RPI, and, for the limited purposes set forth in the agreement, Royalty Pharma PLC, entered into the Royalty Purchase Agreement. Pursuant to the Royalty Purchase Agreement, the Company sold to RPI 42.933% (the “Assigned Royalty Rights”) of the Company’s right to receive sales-based royalty payments (the “Royalty”) on worldwide net sales of Evrysdi and any other product developed pursuant to the SMA License Agreement. In consideration for the sale of the Assigned Royalty Rights, RPI paid the Company $650.0 million in cash consideration. The Company has retained a 57.067% interest in the Royalty and all economic rights to receive the remaining potential regulatory and sales milestone payments under the SMA License Agreement, which remaining milestone payments equal $250.0 million in the aggregate as of September 30, 2023. The Royalty Purchase Agreement will terminate 60 days following the earlier of the date on which Roche is no longer obligated to make any payments of the Royalty pursuant to the SMA License Agreement and the date on which RPI has received $1.3 billion in respect of the Assigned Royalty Rights. The cash consideration obtained pursuant to the Royalty Purchase Agreement is classified as debt and is recorded as “liability for sale of future royalties-current” and “liability for sale of future royalties-noncurrent” on the Company’s consolidated balance sheet based on the timing of the expected payments to be made to RPI. The fair value for the liability for sale of future royalties at the time of the transaction was based on the Company’s estimates of future royalties expected to be paid to RPI over the life of the arrangement, which was determined using forecasts from market data sources, which are considered Level 3 inputs. The liability is being amortized using the effective interest method over the life of the arrangement, in accordance with the respective guidance. The Company utilizes the prospective method to account for subsequent changes in the estimated future payments to be made to RPI. Refer to Note 9 for further details. |
Indefinite-lived intangible assets | Indefinite-lived intangible assets Indefinite-lived intangible assets consist of in process research and development ("IPR&D"). IPR&D acquired directly in a transaction other than a business combination is capitalized if the projects will be further developed or have an alternative future use; otherwise they are expensed. The fair values of IPR&D projects and license agreement assets acquired in business combinations are capitalized. Several methods may be used to determine the estimated fair value of the IPR&D and license agreement asset acquired in a business combination. The Company utilizes the "income method" and uses estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, patent protection, and expected pricing and industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets are amortized over the remaining useful life or written off, as appropriate. Intangible assets with indefinite lives, including IPR&D, are tested for impairment if impairment indicators arise and, at a minimum, annually. However, an entity is permitted to first assess qualitative factors to determine if a quantitative impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that an indefinite-lived intangible asset’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. The indefinite-lived intangible asset impairment test consists of a one-step analysis that compares the fair value of the intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company considers many factors in evaluating whether the value of its intangible assets with indefinite lives may not be recoverable, including, but not limited to, expected growth rates, the cost of equity and debt capital, general economic conditions, the Company’s outlook and market performance of the Company’s industry and recent and forecasted financial performance. In May 2023, as part of the Company’s strategic portfolio prioritization, the Company decided to discontinue its preclinical and early research programs in its gene therapy platform, which included Friedreich ataxia and Angelman syndrome. As a result, the Company determined that the Friedreich ataxia and Angelman syndrome indefinite lived intangible assets were fully impaired and recorded impairment expense of $217.8 million during the nine months ended September 30, 2023, which is recorded as intangible asset impairment in the statement of operations. Refer to Note 12 for further information regarding the Company’s intangible assets. |
Goodwill | Goodwill Goodwill represents the amount of consideration paid in excess of the fair value of net assets acquired as a result of the Company’s business acquisitions accounted for using the acquisition method of accounting. Goodwill is not amortized and is subject to impairment testing at a reporting unit level on an annual basis or when a triggering event occurs that may indicate the carrying value of the goodwill is impaired. The Company reassesses its reporting units as part of its annual segment review. An entity is permitted to first assess qualitative factors to determine if a quantitative impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. |
Income Taxes | Income Taxes The Organization for Economic Co-operation and Development (“OECD”), the European Community (“the EC”), and individual taxing jurisdictions where the Company and its affiliates do business have recently focused on issues related to the taxation of multinational corporations. The OECD has released its comprehensive plan to create an agreed set of international rules for fighting base erosion and profit shifting. In addition, the OECD, the EC and individual taxing jurisdictions are examining changes to how taxing rights should be allocated among countries considering the digital economy. As a result, the tax laws in the U.S. and other countries in which the Company and its affiliates do business could change on a prospective or retroactive basis and any such changes could materially adversely affect the Company’s business. On December 22, 2017, the U.S. government enacted the 2017 Tax Act, which significantly revised U.S. tax law by, among other provisions, lowering the U.S. federal statutory corporate income tax rate to 21%, imposing a mandatory one-time transition tax on previously deferred foreign earnings, and eliminating or reducing certain income tax deductions. The Global Intangible Low-Taxed Income ("GILTI") provisions of the 2017 Tax Act require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company has elected to account for GILTI tax in the period in which it is incurred, and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for the period ended September 30, 2023. Starting in 2022, TCJA amendments to IRC Section 174 no longer permits an immediate deduction for research and development (R&D) expenditures in the tax year that such costs are incurred. Instead, these IRC Section 174 development costs must now be capitalized and amortized over either a five- or 15-year period, depending on the location of the activities performed. The new amortization period begins with the midpoint of any taxable year that IRC Section 174 costs are first incurred, regardless of whether the expenditures were made prior to or after July 1, and runs until the midpoint of year five for activities conducted in the United States or year 15 in the case of development conducted on foreign soil. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured at rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. A valuation allowance is recorded when it is not more likely than not that all or a portion of the net deferred tax assets will be realized. On August 23, 2018, the Company completed its acquisition of Agilis Biotherapeutics, Inc. (“Agilis”), pursuant to an Agreement and Plan of Merger, dated as of July 19, 2018 (the “Agilis Merger Agreement”), by and among the Company, Agility Merger Sub, Inc., a Delaware corporation and the Company’s wholly owned, indirect subsidiary, Agilis and, solely in its capacity as the representative, agent and attorney-in-fact of the equityholders of Agilis, Shareholder Representative Services LLC, (the “Agilis Merger”). The Company recorded a deferred tax liability in conjunction with the Agilis Merger of $122.0 million in 2018, related to the tax basis difference in the IPRD indefinite-lived intangibles acquired. The Company’s policy is to record a deferred tax liability related to acquired IPR&D which may eventually be realized either upon amortization of the asset when the research is completed, and a product is successfully launched or the write-off of the asset if it is abandoned or unsuccessful. In July 2022, the Company received EMEA approval for a portion of the IPR&D assets, and thus, began the amortization of the intangible. In May 2023, the Company announced the discontinuation of its preclinical and early research programs in gene therapy as part of a strategic portfolio prioritization. In conjunction with the announcement, the Company recorded an impairment to its indefinite-lived intangible for IP research and development relating to the Friedreich ataxia and Angelman syndrome gene therapy assets. As a result of the impairment, the Company recorded a deferred tax benefit of $50.9 million. |
Leases | Leases The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company accounts for as a single lease component for all leases. Operating and finance leases are classified as right of use ("ROU") assets, short term lease liabilities, and long term lease liabilities. Operating and finance lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets are amortized and lease liabilities accrete to yield straight-line expense over the term of the lease. Lease payments included in the measurement of the lease liability are comprised of fixed payments. Variable lease payments associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented in the Company’s consolidated statements of operations in the same line item as expense arising from fixed lease payments for operating leases. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company applies this policy to all underlying asset categories. A lessee is required to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Leasehold improvements are capitalized and depreciated over the lesser of useful life or lease term. See Note 3 Leases for additional information. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Reconciliation of cash | End of Beginning of period- period- September 30, December 31, 2023 2022 Cash and cash equivalents $ 165,157 $ 279,834 Restricted cash included in deposits and other assets 16,253 16,091 Total Cash, cash equivalents and restricted cash per statement of cash flows $ 181,410 $ 295,925 |
Schedule of Inventory | September 30, 2023 December 31, 2022 Raw materials $ 907 $ 1,078 Work in progress 24,595 14,074 Finished goods 10,250 6,656 Total inventory $ 35,752 $ 21,808 |
Leases - (Tables)
Leases - (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of lease costs | Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Operating Lease Cost Fixed lease cost $ 5,490 $ 5,377 $ 16,463 $ 14,267 Variable lease cost 1,376 1,151 4,140 3,152 Short-term lease cost 271 262 866 600 Total operating lease cost $ 7,137 $ 6,790 $ 21,469 $ 18,019 September 30, 2023 December 31, 2022 Weighted-average remaining lease terms - operating leases (years) 11.61 11.61 Weighted-average discount rate - operating leases 8.67 % 8.61 % Weighted-average remaining lease terms - finance lease (years) 9.26 10.01 Weighted-average discount rate - finance lease 7.80 % 7.80 % |
Schedule of supplemental cash flow information related to leases | Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,479 $ 10,954 Financing cash flows from finance lease 1,379 1,276 Operating cash flows from finance lease 1,621 1,724 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 35,294 |
Schedule of future lease payments - Operating leases | Operating Leases Finance Lease 2023 (excludes the nine months ended September 30, 2023) $ 5,077 $ — 2024 18,369 3,000 2025 20,438 3,000 2026 19,988 3,000 2027 and thereafter 193,792 18,000 Total lease payments 257,664 27,000 Less: Imputed Interest expense 146,279 7,205 Total $ 111,385 $ 19,795 |
Schedule of future lease payments - Finance leases | Operating Leases Finance Lease 2023 (excludes the nine months ended September 30, 2023) $ 5,077 $ — 2024 18,369 3,000 2025 20,438 3,000 2026 19,988 3,000 2027 and thereafter 193,792 18,000 Total lease payments 257,664 27,000 Less: Imputed Interest expense 146,279 7,205 Total $ 111,385 $ 19,795 |
Fair value of financial instr_2
Fair value of financial instruments and investments - (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities that are required to be measured at fair value on a recurring basis | September 30, 2023 Quoted prices Significant in active other Significant markets for observable unobservable identical assets inputs inputs Total (level 1) (level 2) (level 3) Marketable securities - available for sale $ 1,625 $ — $ 1,625 $ — Marketable securities - equity investments $ 128,028 $ 128,028 $ — $ — ClearPoint Equity Investments - available for sale $ 4,482 $ 4,482 $ — $ — ClearPoint convertible debt security $ 10,637 $ — $ 10,637 $ — Contingent consideration payable- development and regulatory milestones $ 26,400 $ $ $ 26,400 Contingent consideration payable- net sales milestones and royalties $ 12,600 $ $ $ 12,600 December 31, 2022 Quoted prices Significant in active other Significant markets for observable unobservable identical assets inputs inputs Total (level 1) (level 2) (level 3) Marketable securities - available for sale $ 22,610 $ — $ 22,610 $ — Marketable securities - equity investments $ 108,261 $ 108,261 $ — $ — ClearPoint Equity Investments $ 10,965 $ 10,965 $ — $ — ClearPoint convertible debt security $ 15,231 $ — $ 15,231 $ — Contingent consideration payable- development and regulatory milestones $ 82,500 $ — $ — $ 82,500 Contingent consideration payable- net sales milestones and royalties $ 81,500 $ — $ — $ 81,500 |
Summary of marketable securities accounted for as available-for-sale debt securities | September 30, 2023 Amortized Gross Unrealized Cost Gains Losses Fair Value Corporate debt securities $ 1,649 $ — $ (24) $ 1,625 Total $ 1,649 $ — $ (24) $ 1,625 December 31, 2022 Amortized Gross Unrealized Cost Gains Losses Fair Value Commercial paper $ 12,419 $ 5 $ — $ 12,424 Corporate debt securities 10,685 — (499) 10,186 Total $ 23,104 $ 5 $ (499) $ 22,610 |
Summary of unrealized losses and fair values of available-for-sale debt securities in a continuous unrealized loss position | September 30, 2023 Securities in an unrealized loss Securities in an unrealized loss position less than 12 months position greater than or equal to 12 months Total Unrealized losses Fair Value Unrealized losses Fair Value Unrealized losses Fair Value Corporate debt securities $ — — (24) 1,625 (24) $ 1,625 Total $ — $ — $ (24) $ 1,625 $ (24) $ 1,625 December 31, 2022 Securities in an unrealized loss Securities in an unrealized loss position less than 12 months position greater than or equal to 12 months Total Unrealized losses Fair Value Unrealized losses Fair Value Unrealized losses Fair Value Corporate debt securities $ — — (499) 10,186 (499) $ 10,186 Total $ — $ — $ (499) $ 10,186 $ (499) $ 10,186 |
Schedule of marketable securities on the balance sheet | September 30, 2023 Less Than More Than 12 Months 12 Months Corporate debt securities $ 1,625 $ — Total $ 1,625 $ — December 31, 2022 Less Than More Than 12 Months 12 Months Commercial paper $ 12,424 $ — Corporate debt securities — 10,186 Total $ 12,424 $ 10,186 |
Summary of changes in the fair value of the Company's Level 3 valuation for contingent consideration payable | Level 3 liabilities Contingent consideration payable- Contingent consideration payable- development and regulatory net sales milestones and royalties milestones Beginning balance as of December 31, 2022 $ 82,500 $ 81,500 Additions — — Change in fair value (56,100) (68,900) Payments — — Ending balance as of September 30, 2023 $ 26,400 $ 12,600 Level 3 liabilities Contingent consideration payable- Contingent consideration payable- development and regulatory net sales milestones and royalties milestones Beginning balance as of December 31, 2021 $ 139,300 $ 100,600 Additions — — Change in fair value (10,800) (21,400) Reclass to accounts payable and accrued expenses (50,000) — Payments — — Ending balance as of September 30, 2022 $ 78,500 $ 79,200 |
Fair Value Measurement Inputs and Valuation Techniques | September 30, 2023 Fair Value Valuation Technique Unobservable Input Range Contingent consideration payable- $26,400 Probability-adjusted discounted cash flow Potential development and regulatory milestones $0 - $31 million Contingent considerable payable- net sales $12,600 Option-pricing model with Monte Carlo simulation Potential net sales milestones $0 - $50 million December 31, 2022 Fair Value Valuation Technique Unobservable Input Range Contingent consideration payable- $82,500 Probability-adjusted discounted cash flow Potential development and regulatory milestones $0 - $331 million Contingent considerable payable- net sales $81,500 Option-pricing model with Monte Carlo simulation Potential net sales milestones $0 - $150 million |
Accounts payable and accrued _2
Accounts payable and accrued expenses - (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of components of accounts payable and accrued expenses | September 30, December 31, 2023 2022 Employee compensation, benefits, and related accruals $ 70,778 $ 62,669 Income tax payable 2,822 4,712 Consulting and contracted research 21,236 38,882 Professional fees 3,067 3,093 Sales allowance 72,202 63,787 Sales rebates 119,971 67,355 Royalties 52,087 40,546 Accounts payable 19,152 27,268 Other 9,416 12,054 Total $ 370,731 $ 320,366 |
Net loss per share - (Tables)
Net loss per share - (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net loss available to common stockholders | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator Net loss $ (132,970) $ (109,315) $ (470,812) $ (388,128) Denominator Denominator for basic and diluted net loss per share 75,377,997 71,654,671 74,618,611 71,415,849 Net loss per share: Basic and diluted $ (1.76) * $ (1.53) * $ (6.31) * $ (5.43) * * In the three and nine months ended September 30, 2023 and 2022, the Company experienced a net loss and therefore did not report any dilutive share impact. |
Schedule of historical dilutive common share equivalents outstanding | As of September 30, 2023 2022 Stock Options 11,436,783 11,478,421 Unvested restricted stock awards and units 3,414,102 2,488,944 Total 14,850,885 13,967,365 |
Stock award plan - (Tables)
Stock award plan - (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | Weighted- Weighted- average Aggregate average remaining intrinsic Number of exercise contractual value(in options price term thousands) Outstanding at December 31, 2022 11,502,417 $ 43.33 Granted 1,059,054 $ 41.29 Exercised (806,407) $ 29.48 Forfeited/Cancelled (318,281) $ 47.84 Outstanding at September 30, 2023 11,436,783 $ 43.99 5.87 years $ 5,084 Vested or Expected to vest at September 30, 2023 2,357,250 $ 46.72 8.23 years $ — Exercisable at September 30, 2023 8,533,144 $ 43.18 5.05 years $ 5,084 |
Schedule of assumptions used to estimate fair values of grants made on the date of grant | Nine months ended September 30, 2023 Risk-free interest rate 3.54% - 3.91% Expected volatility 53% - 54% Expected term 5.5 years |
Summary of information on the Company's restricted stock | Restricted Stock Awards and Units Weighted Average Grant Number of Date Shares Fair Value Unvested at December 31, 2022 2,516,336 $ 45.67 Granted 1,973,973 40.00 Vested (778,442) 46.34 Forfeited (297,765) 42.65 Unvested at September 30, 2023 3,414,102 $ 42.50 |
Schedule of share-based compensation expense recorded in the statement of operations | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 13,986 $ 15,063 $ 44,828 $ 41,896 Selling, general and administrative 12,956 13,607 40,300 41,093 Total $ 26,942 $ 28,670 $ 85,128 $ 82,989 |
Debt - (Tables)
Debt - (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Instrument, Redemption [Line Items] | |
Summary of liability for sale of future royalties | Nine Months Ended September 30, Liability for sale of future royalties- (current and noncurrent) 2023 Beginning balance as of December 31, 2022 $ 757,886 Less: Non-cash royalty revenue payable to RPI (50,599) Plus: Non-cash interest expense recognized 56,031 Ending balance $ 763,318 Effective interest rate as of September 30, 2023 9.3 % |
1.50% Convertible senior notes due 2026 | |
Debt Instrument, Redemption [Line Items] | |
Summary of convertible notes | September 30, 2023 December 31, 2022 Principal $ 287,500 $ 287,500 Less: Debt issuance costs (3,584) (4,456) Net carrying amount $ 283,916 $ 283,044 |
Summary of interest expense recognized related to the Convertible Notes | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contractual interest expense $ 1,080 $ 1,081 $ 3,215 $ 3,217 Amortization of debt issuance costs 294 289 872 856 Total $ 1,374 $ 1,370 $ 4,087 $ 4,073 Effective interest rate 1.9 % 1.9 % 1.9 % 1.9 % |
3.00% Convertible senior notes due 2022 | |
Debt Instrument, Redemption [Line Items] | |
Summary of interest expense recognized related to the Convertible Notes | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contractual interest expense $ — $ 559 $ — $ 2,800 Amortization of debt issuance costs — 92 — 460 Total $ — $ 651 $ — $ 3,260 Effective interest rate — % 3.5 % — % 3.5 % |
Blackstone Credit Agreement | |
Debt Instrument, Redemption [Line Items] | |
Schedule of credit agreement | September 30, 2023 December 31, 2022 Principal $ 300,000 $ 300,000 Less: Debt issuance costs (10,742) (11,322) Net carrying amount $ 289,258 $ 288,678 |
Summary of interest expense recognized related to debt | Three Months Ended Nine Months Ended September 30, September 30, 2023 2023 Contractual interest expense $ 9,554 $ 28,087 Amortization of debt issuance costs 280 702 Total $ 9,834 $ 28,789 Effective interest rate 13.1 % 13.1 % |
Intangible assets and goodwill
Intangible assets and goodwill - (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of definite lived intangible assets | Definite-lived intangible assets consisted of the following at September 30, 2023 and December 31, 2022: Ending Balance at Reclass from Foreign Ending Balance at Definite-lived December 31, Indefinite Lived to currency September 30, intangibles assets, gross 2022 Additions Definite Lived Impairment translation 2023 Emflaza $ 420,253 $ 76,454 $ — $ — $ — $ 496,707 Waylivra 9,316 157 — — (96) 9,377 Tegsedi 7,109 4,299 — — (183) 11,225 Upstaza 89,550 — — — — 89,550 Total definite-lived intangibles, gross $ 526,228 $ 80,910 $ — $ — $ (279) $ 606,859 Ending Balance at Foreign Ending Balance at Definite-lived December 31, currency September 30, intangibles assets, accumulated amortization 2022 Amortization translation 2023 Emflaza $ (266,023) $ (138,038) $ — $ (404,061) Waylivra (2,751) (791) 45 (3,497) Tegsedi (1,709) (1,035) 36 (2,708) Upstaza (3,420) (5,597) — (9,017) Total definite-lived intangibles, accumulated amortization $ (273,903) $ (145,461) $ 81 $ (419,283) Total definite-lived intangibles, net $ 187,576 |
Schedule of estimated future amortization of intangible assets | As of September 30, 2023 2023 $ 58,640 2024 46,557 2025 10,041 2026 10,041 2027 and thereafter 62,297 Total $ 187,576 |
Schedule of indefinite lived intangible assets | Indefinite-lived intangible assets consisted of the following at September 30, 2023 and December 31, 2022: Ending Balance at Reclass from Foreign Ending Balance at Indefinite-lived December 31, Indefinite Lived to currency September 30, intangibles assets 2022 Additions Definite Lived Impairment translation 2023 Upstaza $ 235,766 $ — $ — $ — $ — $ 235,766 PTC-FA 112,500 — — (112,500) — — PTC-AS 105,300 — — (105,300) — — Total indefinite-lived intangibles $ 453,566 $ — $ — $ (217,800) $ — $ 235,766 Total intangible assets, net $ 423,342 |
The Company (Details)
The Company (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) product | Dec. 31, 2022 USD ($) | |
Long-term debt | ||
Number of products | product | 2 | |
Retained earnings (accumulated deficit) | $ | $ (3,127,786) | $ (2,656,974) |
1.50% Convertible senior notes due 2026 | ||
Long-term debt | ||
Interest rate ( as a percent ) | 1.50% |
Summary of significant accoun_4
Summary of significant accounting policies - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 22, 2017 | May 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jul. 31, 2020 USD ($) | Sep. 30, 2023 USD ($) country segment | Sep. 30, 2022 USD ($) segment country | Sep. 30, 2023 USD ($) country segment | Sep. 30, 2022 USD ($) segment country | Dec. 31, 2019 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2018 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Number of operating segments | segment | 1 | 1 | 1 | 1 | ||||||||
Allowance for credit loss | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||
Increase in allowance for credit losses | 0 | 0 | 0 | 0 | ||||||||
Allowance for doubtful accounts receivable | 1,000 | 1,000 | $ 300 | |||||||||
Bad debt expense | 400 | 700 | ||||||||||
Revenue | 196,576 | $ 217,127 | 630,766 | $ 531,389 | ||||||||
Cash consideration received from Royalty Purchase Agreement | $ 650,000 | |||||||||||
Income taxes | ||||||||||||
Federal income tax statutory rate | 21% | |||||||||||
Deferred tax benefit | $ 50,900 | 50,909 | ||||||||||
Impairment of indefinite-lived intangibles excluding goodwill | 217,800 | |||||||||||
PTC-FA and PTC-AS | ||||||||||||
Income taxes | ||||||||||||
Impairment of indefinite-lived intangibles excluding goodwill | 217,800 | |||||||||||
Indefinite-lived intangible assets | ||||||||||||
Income taxes | ||||||||||||
Impairment of indefinite-lived intangibles excluding goodwill | 217,800 | |||||||||||
Indefinite-lived intangible assets | PTC-FA and PTC-AS | ||||||||||||
Income taxes | ||||||||||||
Impairment of indefinite-lived intangibles excluding goodwill | 217,800 | |||||||||||
Agilis | ||||||||||||
Income taxes | ||||||||||||
Deferred tax liability | $ 122,000 | |||||||||||
Deposits and other assets | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Bank guarantee | $ 600 | $ 600 | ||||||||||
Blackstone Credit Agreement | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Credit agreement reserve | $ 50,000 | |||||||||||
Hopewell Campus | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Period after which letter of credit may be reduced if lease is not in default | 5 years | |||||||||||
Hopewell Campus | Minimum | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Term for letter of credit (in years) | 5 years | |||||||||||
Hopewell Campus | Deposits and other assets | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Letters of credit | $ 7,500 | |||||||||||
Hopewell Campus | Fifth Anniversary | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Letters of credit | $ 3,800 | |||||||||||
Warren Premises | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Period after which letter of credit may be reduced if lease is not in default | 5 years | |||||||||||
Warren Premises | Deposits and other assets | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Letters of credit | $ 8,100 | |||||||||||
Warren Premises | Fifth Anniversary | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Letters of credit | $ 4,100 | |||||||||||
Net product revenue | United States | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Number of countries exceeding 10% of net product sales | country | 1 | |||||||||||
Net product revenue | Geographic concentration risk | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Number of countries exceeding 10% of net product sales | country | 1 | 2 | 3 | 2 | ||||||||
Percentage of net product sales threshold | 10% | 10% | 10% | 10% | ||||||||
Net product revenue | Geographic concentration risk | Russia | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue | $ 28,300 | $ 69,000 | $ 57,100 | |||||||||
Net product revenue | Geographic concentration risk | Brazil | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue | 52,500 | |||||||||||
Net product revenue | Geographic concentration risk | United States | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue | $ 67,400 | 54,800 | 187,700 | 160,100 | ||||||||
Net product revenue | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue | 144,038 | 134,186 | 506,187 | 407,720 | ||||||||
Net product revenue | Non-US | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue | 76,600 | 79,400 | 318,500 | 247,600 | ||||||||
Emflaza | United States | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue | 67,400 | 54,800 | 187,700 | 160,100 | ||||||||
Translarna | Non-US | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue | $ 69,000 | $ 76,600 | $ 280,600 | $ 232,900 |
Summary of significant accoun_5
Summary of significant accounting policies - Reconciliation of cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 165,157 | $ 279,834 | ||
Restricted cash included in deposits and other assets | 16,253 | 16,091 | ||
Total Cash, cash equivalents and restricted cash per statement of cash flows | $ 181,410 | $ 295,925 | $ 120,511 | $ 197,218 |
Summary of significant accoun_6
Summary of significant accounting policies - Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||||
Raw materials | $ 907 | $ 1,078 | ||
Work in progress | 24,595 | 14,074 | ||
Finished goods | 10,250 | 6,656 | ||
Total inventory | 35,752 | $ 21,808 | ||
Inventory write-down | $ 300 | $ 400 | $ 1,200 |
Summary of significant accoun_7
Summary of significant accounting policies - Collaboration and Royalty Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Collaboration and royalty revenue | |||||
Revenue | $ 196,576 | $ 217,127 | $ 630,766 | $ 531,389 | |
Collaboration revenue | |||||
Collaboration and royalty revenue | |||||
Revenue | 0 | 50,017 | 6 | 50,024 | |
Royalty revenue | |||||
Collaboration and royalty revenue | |||||
Revenue | 50,173 | 32,924 | 117,857 | 73,645 | |
SMA License Agreement | Collaboration revenue | |||||
Collaboration and royalty revenue | |||||
Revenue | 0 | ||||
SMA License Agreement | Royalty revenue | |||||
Collaboration and royalty revenue | |||||
Revenue | $ 50,200 | $ 32,900 | $ 117,900 | $ 73,600 | |
SMA License Agreement | Sales Milestones | |||||
Collaboration and royalty revenue | |||||
Milestone payments due | $ 50,000 | ||||
Net sales milestone threshold achieved | $ 750,000 |
Summary of significant accoun_8
Summary of significant accounting policies - Manufacturing Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Revenue recognition | |||||
Revenue | $ 196,576 | $ 217,127 | $ 630,766 | $ 531,389 | |
Remaining performance obligations | 1,200 | 1,200 | $ 1,400 | ||
Manufacturing revenue | |||||
Revenue recognition | |||||
Revenue | 2,365 | $ 0 | 6,716 | $ 0 | |
Contract with customer, asset | $ 1,400 | $ 1,400 | $ 0 |
Summary of significant accoun_9
Summary of significant accounting policies - Liability for Sale of Future Royalties (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Jul. 17, 2020 | Jul. 31, 2020 | Sep. 30, 2023 | |
Assigned royalty payments | |||
Cash consideration received from Royalty Purchase Agreement | $ 650 | ||
Assigned royalty payment, retained percentage | 57.067% | ||
Remaining potential milestones that can be achieved | $ 250 | ||
Royalty Purchase Agreement | Assigned Royalty Payments | |||
Assigned royalty payments | |||
Assigned royalty payment, percentage | 42.933% | ||
Cash consideration received from Royalty Purchase Agreement | $ 650 | ||
Royalty purchase agreement termination period once there are no further royalty payment obligations | 60 days | ||
Royalty purchase agreement, payment maximum | $ 1,300 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jul. 01, 2020 USD ($) ft² item | May 31, 2022 USD ($) ft² building period | Sep. 30, 2023 USD ($) lease | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) lease | Sep. 30, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Jun. 19, 2020 USD ($) | |
Leases | |||||||||
Number of operating leases | lease | 2 | 2 | |||||||
Operating lease, expense | $ 7,100 | $ 6,800 | $ 21,500 | $ 18,000 | |||||
Finance Lease, Liability | 19,795 | 19,795 | |||||||
Finance lease liabilities- current | 2,611 | 2,611 | $ 3,000 | ||||||
Finance lease liabilities- noncurrent | 17,184 | 17,184 | 18,675 | ||||||
Aggregate rent, Initial term | 257,664 | 257,664 | |||||||
Operating lease ROU assets | 94,072 | 94,072 | 102,430 | ||||||
Operating Lease, Liability | 111,385 | 111,385 | |||||||
Research and development | 164,212 | 165,462 | 545,210 | 462,802 | |||||
MassBio | |||||||||
Leases | |||||||||
Finance lease cost | 400 | $ 400 | 1,100 | $ 1,200 | |||||
Finance Lease, Liability | $ 41,400 | ||||||||
Finance lease liabilities- current | 2,600 | 2,600 | 3,000 | ||||||
Finance lease liabilities- noncurrent | $ 17,200 | $ 17,200 | $ 18,700 | ||||||
Finance lease ROU asset | $ 41,400 | ||||||||
Finance lease, term of contract | 12 years 6 months | ||||||||
Research and development | $ 41,400 | ||||||||
Minimum | |||||||||
Leases | |||||||||
Operating lease, term of contract | 4 months 24 days | 4 months 24 days | |||||||
Maximum | |||||||||
Leases | |||||||||
Operating lease, term of contract | 15 years 8 months 12 days | 15 years 8 months 12 days | |||||||
Renewal term | 20 years | 20 years | |||||||
Hopewell Campus | |||||||||
Leases | |||||||||
Operating lease, term of contract | 15 years | ||||||||
Area of real estate property | ft² | 220,500 | ||||||||
Renewal term | 10 years | ||||||||
Number of renewable terms | item | 2 | ||||||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||||||||
Aggregate rent, Initial term | $ 111,500 | ||||||||
Percent of market rate | 95% | ||||||||
Warren Premises | |||||||||
Leases | |||||||||
Operating lease, term of contract | 17 years | ||||||||
Number of buildings leased | building | 2 | ||||||||
Area of real estate property | ft² | 360,000 | ||||||||
Renewal term | 5 years | ||||||||
Number of renewable terms | period | 3 | ||||||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||||||||
Aggregate rent, Initial term | $ 163,000 | ||||||||
Operating lease ROU assets | 28,900 | ||||||||
Operating Lease, Liability | $ 28,900 | ||||||||
Base rent abatement period | 3 years | ||||||||
Base rent abatement | $ 18,600 | ||||||||
Aggregate rent net of base rate abatement, initial term | 144,400 | ||||||||
Allowance for lease improvements | 36,200 | ||||||||
Commitment to fund construction account | 3,600 | ||||||||
Payment due from lessor at issuance of temporary certificate of occupancy | $ 5,000 |
Leases - Lease costs (Details)
Leases - Lease costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||||
Fixed lease cost | $ 5,490 | $ 5,377 | $ 16,463 | $ 14,267 |
Variable lease cost | 1,376 | 1,151 | 4,140 | 3,152 |
Short-term lease cost | 271 | 262 | 866 | 600 |
Total operating lease cost | $ 7,137 | $ 6,790 | $ 21,469 | $ 18,019 |
Leases - Supplemental lease ter
Leases - Supplemental lease terms (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Weighted-average remaining lease terms - operating leases (years) | 11 years 7 months 9 days | 11 years 7 months 9 days |
Weighted-average discount rate - operating leases | 8.67% | 8.61% |
Weighted-average remaining lease terms - finance lease (years) | 9 years 3 months 3 days | 10 years 3 days |
Weighted-average discount rate - finance lease | 7.80% | 7.80% |
Leases - Cash flow (Details)
Leases - Cash flow (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||
Operating cash flows from operating leases | $ 11,479 | $ 10,954 |
Financing cash flows from finance lease | 1,379 | 1,276 |
Operating cash flows from finance leases | $ 1,621 | 1,724 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 35,294 |
Leases - Lease payments (Detail
Leases - Lease payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Operating leases | |
2023 (excludes the nine months ended September 30, 2023) | $ 5,077 |
2024 | 18,369 |
2025 | 20,438 |
2026 | 19,988 |
2027 and thereafter | 193,792 |
Total lease payments | 257,664 |
Less: Imputed Interest expense | 146,279 |
Total | 111,385 |
Finance leases | |
2024 | 3,000 |
2025 | 3,000 |
2026 | 3,000 |
2027 and thereafter | 18,000 |
Total lease payments | 27,000 |
Less: Imputed Interest expense | 7,205 |
Total | $ 19,795 |
Fair value of financial instr_3
Fair value of financial instruments and investments - Marketable Securities (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2020 USD ($) $ / shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) fund | Sep. 30, 2022 USD ($) fund | Dec. 31, 2022 USD ($) | |
Equity Investments | ||||||
Purchase of marketable securities - equity investments | $ 26,378 | $ 22,787 | ||||
Net unrealized gain (loss) on equity investments | 5,484 | (11,319) | ||||
Redemption of marketable securities- equity investments | 12,078 | 104,431 | ||||
ClearPoint Convertible note | ||||||
Purchase of convertible note | 40,429 | |||||
Unrealized gain (loss) on convertible note | (4,594) | (2,392) | ||||
ClearPoint Equity Investment | ||||||
Equity Investments | ||||||
Net unrealized gain (loss) on equity investments | $ (2,000) | $ (3,500) | (3,100) | (1,100) | ||
Loss on sale of equity investments | 0 | 800 | ||||
ClearPoint Equity Investment | Quoted prices in active markets for identical assets (Level 1) | ||||||
Equity Investments | ||||||
Fair value of equity investment | 4,500 | 4,500 | $ 11,000 | |||
ClearPoint convertible debt | ||||||
ClearPoint Convertible note | ||||||
Purchase of convertible note | $ 10,000 | |||||
Conversion price - convertible note | $ / shares | $ 6 | |||||
Term of convertible note | 5 years | |||||
Unrealized gain (loss) on convertible note | (3,100) | (4,400) | (4,600) | $ (2,400) | ||
ClearPoint convertible debt | Recurring basis | Significant other observable inputs (Level 2) | Deposits and Other Assets, Noncurrent | ||||||
ClearPoint Convertible note | ||||||
ClearPoint convertible debt security | 10,600 | $ 10,600 | $ 15,200 | |||
Mutual Funds | ||||||
Equity Investments | ||||||
Number of mutual funds denominated in a foreign currency | fund | 1 | |||||
Number of mutual funds liquidated | fund | 1 | |||||
Net unrealized gain (loss) on equity investments | 1,100 | 100 | $ 5,500 | $ (11,300) | ||
Redemption of marketable securities- equity investments | 7,800 | 100,800 | $ 12,100 | 104,400 | ||
Unrealized foreign currency gains (losses) on equity investments | $ (1,400) | $ (1,400) | $ (1,000) |
Fair value of financial instr_4
Fair value of financial instruments and investments - Hierarchy (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Financial assets and liabilities measured at fair value on recurring basis | ||
Marketable securities - available for sale | $ 1,625 | $ 22,610 |
Contingent consideration payable | 39,000 | 164,000 |
Transfers of assets measured between Level 1, Level 2, and Level 3 | 0 | 0 |
Recurring basis | ||
Financial assets and liabilities measured at fair value on recurring basis | ||
ClearPoint Equity Investments | 4,482 | 10,965 |
ClearPoint convertible debt security | 10,637 | 15,231 |
Recurring basis | Quoted prices in active markets for identical assets (Level 1) | ||
Financial assets and liabilities measured at fair value on recurring basis | ||
ClearPoint Equity Investments | 4,482 | 10,965 |
Recurring basis | Significant other observable inputs (Level 2) | ||
Financial assets and liabilities measured at fair value on recurring basis | ||
ClearPoint convertible debt security | 10,637 | 15,231 |
Recurring basis | Development and Regulatory Milestones | ||
Financial assets and liabilities measured at fair value on recurring basis | ||
Contingent consideration payable | 26,400 | 82,500 |
Recurring basis | Development and Regulatory Milestones | Significant unobservable inputs (Level 3) | ||
Financial assets and liabilities measured at fair value on recurring basis | ||
Contingent consideration payable | 26,400 | 82,500 |
Recurring basis | Net Sales Milestones and Royalties | ||
Financial assets and liabilities measured at fair value on recurring basis | ||
Contingent consideration payable | 12,600 | 81,500 |
Recurring basis | Net Sales Milestones and Royalties | Significant unobservable inputs (Level 3) | ||
Financial assets and liabilities measured at fair value on recurring basis | ||
Contingent consideration payable | 12,600 | 81,500 |
Recurring basis | Marketable securities | ||
Financial assets and liabilities measured at fair value on recurring basis | ||
Marketable securities - available for sale | 1,625 | 22,610 |
Marketable securities - equity investments | 128,028 | 108,261 |
Recurring basis | Marketable securities | Quoted prices in active markets for identical assets (Level 1) | ||
Financial assets and liabilities measured at fair value on recurring basis | ||
Marketable securities - equity investments | 128,028 | 108,261 |
Recurring basis | Marketable securities | Significant other observable inputs (Level 2) | ||
Financial assets and liabilities measured at fair value on recurring basis | ||
Marketable securities - available for sale | $ 1,625 | $ 22,610 |
Fair value of financial instr_5
Fair value of financial instruments and investments - Marketable Securities, Unrealized Gains (Losses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Securities, Available-for-sale [Line Items] | |||||
Amortized Cost | $ 1,649 | $ 1,649 | $ 23,104 | ||
Gross Unrealized, Gain | 5 | ||||
Gross Unrealized, Loss | (24) | (24) | (499) | ||
Fair Value | 1,625 | 1,625 | 22,610 | ||
Write downs of available for sale debt securities | 0 | $ 0 | 0 | $ 0 | |
Increase in allowance for credit losses | 0 | 0 | 0 | 0 | |
Realized gain (loss) from sale of marketable securities | 0 | $ (1,300) | (300) | $ (1,600) | |
Commercial paper | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Amortized Cost | 12,419 | ||||
Gross Unrealized, Gain | 5 | ||||
Gross Unrealized, Loss | 0 | ||||
Fair Value | 12,424 | ||||
Corporate debt securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Amortized Cost | 1,649 | 1,649 | 10,685 | ||
Gross Unrealized, Gain | 0 | 0 | |||
Gross Unrealized, Loss | (24) | (24) | (499) | ||
Fair Value | $ 1,625 | $ 1,625 | $ 10,186 |
Fair value of financial instr_6
Fair value of financial instruments and investments - Available-for-sale securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Securities in an unrealized loss position greater than 12 months - Unrealized losses | $ (24) | $ (499) |
Securities in an unrealized loss position greater than 12 months - Fair Value | 1,625 | 10,186 |
Total - Unrealized losses | (24) | (499) |
Total - Fair Value | 1,625 | 10,186 |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Securities in an unrealized loss position greater than 12 months - Unrealized losses | (24) | (499) |
Securities in an unrealized loss position greater than 12 months - Fair Value | 1,625 | 10,186 |
Total - Unrealized losses | (24) | (499) |
Total - Fair Value | $ 1,625 | $ 10,186 |
Fair value of financial instr_7
Fair value of financial instruments and investments - Marketable Securities, Balance Sheet Disclosures (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Marketable securities, Less Than 12 Months | $ 1,625 | $ 12,424 |
Marketable securities, More Than 12 Months | 10,186 | |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable securities, Less Than 12 Months | 12,424 | |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Marketable securities, Less Than 12 Months | $ 1,625 | |
Marketable securities, More Than 12 Months | $ 10,186 |
Fair value of financial instr_8
Fair value of financial instruments and investments - Convertible senior notes (Details) - 1.50% Convertible senior notes due 2026 - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2019 |
Long-term debt | |||
Interest rate ( as a percent ) | 1.50% | ||
Convertible debt | |||
Long-term debt | |||
Principal | $ 287,500,000 | $ 287,500,000 | $ 287,500,000 |
Interest rate ( as a percent ) | 1.50% | 1.50% | |
Convertible debt | Significant other observable inputs (level 2) | |||
Long-term debt | |||
Fair value of convertible notes | $ 228,800,000 | $ 281,700,000 |
Fair value of financial instr_9
Fair value of financial instruments and investments - Summary of changes in the fair value of the Company's Level 3 valuation (Details) - Significant unobservable inputs (Level 3) - Agilis - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
PTC-FA and PTC-AS | ||
Changes in the fair value of warrant liability and SARs liability | ||
Change in fair value | $ 129,800 | |
Ending Balance | 0 | |
Upstaza | ||
Changes in the fair value of warrant liability and SARs liability | ||
Ending Balance | 39,000 | |
Development and Regulatory Milestones | Commitments | ||
Changes in the fair value of warrant liability and SARs liability | ||
Beginning Balance | 82,500 | $ 139,300 |
Additions | 0 | 0 |
Change in fair value | (56,100) | (10,800) |
Reclass to accounts payable and accrued expenses | (50,000) | |
Rights Exchange settlement | 0 | 0 |
Ending Balance | 26,400 | 78,500 |
Net Sales Milestones and Royalties | Commitments | ||
Changes in the fair value of warrant liability and SARs liability | ||
Beginning Balance | 81,500 | 100,600 |
Additions | 0 | 0 |
Change in fair value | (68,900) | (21,400) |
Reclass to accounts payable and accrued expenses | 0 | |
Rights Exchange settlement | 0 | 0 |
Ending Balance | $ 12,600 | $ 79,200 |
Fair value of financial inst_10
Fair value of financial instruments and investments - Fair Value Liabilities Measured (Details) - Agilis - Commitments $ in Thousands | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Development and Regulatory Milestones | Valuation Technique, Discounted Cash Flow | Development and Regulatory Milestone | Minimum | ||||
Fair Value Valuation Inputs | ||||
Potential milestones | $ 0 | $ 0 | ||
Development and Regulatory Milestones | Valuation Technique, Discounted Cash Flow | Development and Regulatory Milestone | Maximum | ||||
Fair Value Valuation Inputs | ||||
Potential milestones | $ 31,000 | $ 331,000 | ||
Development and Regulatory Milestones | Valuation Technique, Discounted Cash Flow | Probability of Success | Minimum | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 0.85 | 0.25 | ||
Development and Regulatory Milestones | Valuation Technique, Discounted Cash Flow | Probability of Success | Maximum | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 0.92 | 0.92 | ||
Development and Regulatory Milestones | Valuation Technique, Discounted Cash Flow | Probability of Success | Weighted Average | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 0.90 | |||
Development and Regulatory Milestones | Valuation Technique, Discounted Cash Flow | Measurement Input, Discount Rate | Minimum | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 0.069 | 0.062 | ||
Development and Regulatory Milestones | Valuation Technique, Discounted Cash Flow | Measurement Input, Discount Rate | Maximum | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 0.076 | 0.083 | ||
Development and Regulatory Milestones | Valuation Technique, Discounted Cash Flow | Measurement Input, Discount Rate | Weighted Average | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 0.071 | |||
Development and Regulatory Milestones | Significant unobservable inputs (Level 3) | ||||
Fair Value Valuation Inputs | ||||
Fair value | $ 26,400 | $ 82,500 | $ 78,500 | $ 139,300 |
Net Sales Milestones and Royalties | Valuation Technique, Option Pricing Model | Sales Milestones | Minimum | ||||
Fair Value Valuation Inputs | ||||
Potential milestones | 0 | 0 | ||
Net Sales Milestones and Royalties | Valuation Technique, Option Pricing Model | Sales Milestones | Maximum | ||||
Fair Value Valuation Inputs | ||||
Potential milestones | $ 50,000 | $ 150,000 | ||
Net Sales Milestones and Royalties | Valuation Technique, Option Pricing Model | Probability of Success | Minimum | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 0.85 | 0.25 | ||
Net Sales Milestones and Royalties | Valuation Technique, Option Pricing Model | Probability of Success | Maximum | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 1 | 1 | ||
Net Sales Milestones and Royalties | Valuation Technique, Option Pricing Model | Probability of Success | Weighted Average | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 0.93 | |||
Net Sales Milestones and Royalties | Valuation Technique, Option Pricing Model | Percentage of Sales for Royalties | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 0 | |||
Net Sales Milestones and Royalties | Valuation Technique, Option Pricing Model | Percentage of Sales for Royalties | Minimum | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 0.02 | |||
Net Sales Milestones and Royalties | Valuation Technique, Option Pricing Model | Percentage of Sales for Royalties | Maximum | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 0.06 | |||
Net Sales Milestones and Royalties | Valuation Technique, Option Pricing Model | Measurement Input, Discount Rate | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 0.12 | 0.115 | ||
Net Sales Milestones and Royalties | Valuation Technique, Option Pricing Model | Measurement Input, Discount Rate | Weighted Average | ||||
Fair Value Valuation Inputs | ||||
Rights Exchange Settlement measurement | 0.120 | |||
Net Sales Milestones and Royalties | Significant unobservable inputs (Level 3) | ||||
Fair Value Valuation Inputs | ||||
Fair value | $ 12,600 | $ 81,500 | $ 79,200 | $ 100,600 |
Accounts payable and accrued _3
Accounts payable and accrued expenses - Components (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Employee compensation, benefits, and related accruals | $ 70,778 | $ 62,669 |
Income tax payable | 2,822 | 4,712 |
Consulting and contracted research | 21,236 | 38,882 |
Professional fees | 3,067 | 3,093 |
Sales allowance | 72,202 | 63,787 |
Sales rebates | 119,971 | 67,355 |
Royalties | 52,087 | 40,546 |
Accounts payable | 19,152 | 27,268 |
Other | 9,416 | 12,054 |
Accounts payable and accrued expenses | $ 370,731 | $ 320,366 |
Accounts payable and accrued _4
Accounts payable and accrued expenses - Restructuring (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Restructuring costs | ||
Restructuring costs | $ 22.6 | $ 30.6 |
Accrued restructuring costs | $ 23.4 | $ 23.4 |
Capitalization - Narrative (Det
Capitalization - Narrative (Details) - Sales Agreement - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 31, 2019 | |
Common stock | |||||
Number of shares issued in transaction (in shares) | 0 | 0 | 0 | 0 | |
Maximum | |||||
Common stock | |||||
Value of shares available to be issued and sold in transaction | $ 125 | ||||
Aggregate value of remaining shares to be issued and sold | $ 93 |
Net loss per share - Numerator
Net loss per share - Numerator and Denominator (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator | ||||
Net loss - Basic | $ (132,970) | $ (109,315) | $ (470,812) | $ (388,128) |
Net loss - Diluted | $ (132,970) | $ (109,315) | $ (470,812) | $ (388,128) |
Denominator | ||||
Basic | 75,377,997 | 71,654,671 | 74,618,611 | 71,415,849 |
Diluted | 75,377,997 | 71,654,671 | 74,618,611 | 71,415,849 |
Net loss per share - Basic | $ (1.76) | $ (1.53) | $ (6.31) | $ (5.43) |
Net loss per share - Diluted | $ (1.76) | $ (1.53) | $ (6.31) | $ (5.43) |
Net loss per share - Antidiluti
Net loss per share - Antidilutive (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Net loss per share | ||
Total shares excluded from calculation (in shares) | 14,850,885 | 13,967,365 |
Employee Stock Option | ||
Net loss per share | ||
Total shares excluded from calculation (in shares) | 11,436,783 | 11,478,421 |
Restricted stock awards and units | ||
Net loss per share | ||
Total shares excluded from calculation (in shares) | 3,414,102 | 2,488,944 |
Stock award plan - Narrative (D
Stock award plan - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jun. 08, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | Jun. 30, 2016 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 30, 2022 | Jun. 30, 2021 | May 31, 2021 | Jan. 31, 2020 | |
Stock option plan | ||||||||||||
Share-based compensation expense | $ 26,942 | $ 28,670 | $ 85,128 | $ 82,989 | ||||||||
Unrecognized compensation cost | 179,300 | $ 179,300 | ||||||||||
Weighted average remaining service period for recognition of unrecognized compensation cost | 1 year 10 months 24 days | |||||||||||
Stock option | ||||||||||||
Stock option plan | ||||||||||||
Granted (in shares) | 1,059,054 | |||||||||||
Expected dividend yield (as a percent) | 0% | |||||||||||
Weighted average grant date fair value (in dollars per share) | $ 21.83 | |||||||||||
Restricted stock units | ||||||||||||
Stock option plan | ||||||||||||
Granted (in shares) | 1,973,973 | |||||||||||
Employee Stock Purchase Plan | ||||||||||||
Stock option plan | ||||||||||||
Number of shares authorized (in shares) | 2,000,000 | 1,000,000 | ||||||||||
Award requisite service period | 6 months | |||||||||||
Purchase price of common stock, percent | 85% | |||||||||||
Employee stock purchase plan, voting percentage limit | 5% | |||||||||||
Share-based compensation expense | $ 700 | $ 2,000 | ||||||||||
1998 Employee, Director, and Consultant Stock Option Plan, 2009 Equity and Long-term Incentive Plan, and 2013 Stock Incentive Plan | Common stock | ||||||||||||
Stock option plan | ||||||||||||
Number of shares available for issuance | 0 | 0 | ||||||||||
Amended 2013 LTIP | ||||||||||||
Stock option plan | ||||||||||||
Number of shares available for issuance | 6,802,210 | 6,802,210 | ||||||||||
Number of additional shares authorized (in shares) | 8,475,000 | |||||||||||
Amended 2013 LTIP | Maximum | ||||||||||||
Stock option plan | ||||||||||||
Number of shares authorized (in shares) | 16,724,212 | |||||||||||
2020 Inducement Stock Incentive Plan | Common stock | ||||||||||||
Stock option plan | ||||||||||||
Number of shares available for issuance | 1,705,941 | 1,705,941 | ||||||||||
Number of additional shares authorized (in shares) | 1,700,000 | 1,000,000 | ||||||||||
2020 Inducement Stock Incentive Plan | Common stock | Maximum | ||||||||||||
Stock option plan | ||||||||||||
Number of shares authorized (in shares) | 1,300,000 | 1,000,000 | ||||||||||
2020 Inducement Stock Incentive Plan | Stock option | ||||||||||||
Stock option plan | ||||||||||||
Stockholder's specified ownership percentage | 10% | 10% | ||||||||||
Inducement grants for non-statutory stock options (in shares) | 121,460 | |||||||||||
Vesting period | 4 years | |||||||||||
2020 Inducement Stock Incentive Plan | Stock option | Minimum | ||||||||||||
Stock option plan | ||||||||||||
Stock options granted, exercise price as percentage of the fair market value of common stock at grant date | 100% | 100% | ||||||||||
2020 Inducement Stock Incentive Plan | Stock option | Maximum | ||||||||||||
Stock option plan | ||||||||||||
Stock options granted to stockholder with specified ownership percentage, exercise price as percentage of the fair market value of common stock at grant date | 110% | 110% | ||||||||||
Expiration period | 10 years | |||||||||||
2020 Inducement Stock Incentive Plan | Restricted stock units | ||||||||||||
Stock option plan | ||||||||||||
Granted (in shares) | 83,210 |
Stock award plan - Stock Option
Stock award plan - Stock Option Activity (Details) - Stock option - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 | |
Number of options | |
Outstanding at the beginning of the period (in shares) | 11,502,417 |
Granted (in shares) | 1,059,054 |
Exercised (in shares) | (806,407) |
Forfeited/Cancelled (in shares) | (318,281) |
Outstanding at the end of the period (in shares) | 11,436,783 |
Vested or Expected to vest at the end of the period (in shares) | 2,357,250 |
Exercisable at the end of the period (in shares) | 8,533,144 |
Weighted- average exercise price | |
Outstanding at the beginning of the period (in dollars per share) | $ 43.33 |
Granted (in dollars per share) | 41.29 |
Exercised (in dollars per share) | 29.48 |
Forfeited/Cancelled (in dollars per share) | 47.84 |
Outstanding at the end of the period (in dollars per share) | 43.99 |
Vested or Expected to vest at the end of the period (in dollars per share) | 46.72 |
Exercisable at the end of the period (in dollars per share) | $ 43.18 |
Weighted- average remaining contractual term | |
Outstanding at the end of the period | 5 years 10 months 13 days |
Vested or Expected to vest at the end of the period | 8 years 2 months 23 days |
Exercisable at the end of the period | 5 years 18 days |
Aggregate intrinsic value (in thousands) | |
Outstanding at the end of the period (in dollars) | $ 5,084 |
Exercisable at the end of the period (in dollars) | $ 5,084 |
Stock award plan - Assumptions
Stock award plan - Assumptions Used (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Valuation assumptions | |
Expected term (in years) | 5 years 6 months |
Stock option | Minimum | |
Valuation assumptions | |
Risk-free interest rate (as a percent) | 3.54% |
Expected volatility (as a percent) | 53% |
Stock option | Maximum | |
Valuation assumptions | |
Risk-free interest rate (as a percent) | 3.91% |
Expected volatility (as a percent) | 54% |
Stock award plan - Restricted S
Stock award plan - Restricted Stock (Details) - Restricted stock awards and units | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Shares | |
Balance at the beginning of the period (in shares) | shares | 2,516,336 |
Granted (in shares) | shares | 1,973,973 |
Vested (in shares) | shares | (778,442) |
Forfeited (in shares) | shares | (297,765) |
Balance at the end of the period (in shares) | shares | 3,414,102 |
Weighted Average Grant Date Fair Value | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 45.67 |
Granted (in dollars per share) | $ / shares | 40 |
Vested (in dollars per share) | $ / shares | 46.34 |
Forfeited (in dollars per share) | $ / shares | 42.65 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 42.50 |
Stock award plan - Share-based
Stock award plan - Share-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock option plan | ||||
Share-based compensation expense | $ 26,942 | $ 28,670 | $ 85,128 | $ 82,989 |
Unrecognized compensation cost | 179,300 | $ 179,300 | ||
Weighted average remaining service period for recognition of unrecognized compensation cost | 1 year 10 months 24 days | |||
Research and development | ||||
Stock option plan | ||||
Share-based compensation expense | 13,986 | 15,063 | $ 44,828 | 41,896 |
Selling, general and administrative | ||||
Stock option plan | ||||
Share-based compensation expense | $ 12,956 | $ 13,607 | $ 40,300 | $ 41,093 |
Debt - Liability for Sale of Fu
Debt - Liability for Sale of Future Royalties (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Jul. 31, 2020 | Sep. 30, 2023 | |
Debt Disclosure [Abstract] | ||
Proceeds from sale of future royalties | $ 650,000 | |
Beginning balance | $ 757,886 | |
Less: Non-cash royalty revenue payable to RPI | (50,599) | |
Plus: non-cash interest expense recognized | 56,031 | |
Ending balance | $ 763,318 | |
Effective interest rate of the liability component | 11% | 9.30% |
Debt - Senior Secured Term Loan
Debt - Senior Secured Term Loan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Oct. 27, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2020 | |
Interest expense | |||||||
Amortization of debt issuance costs | $ 1,574 | $ 1,316 | |||||
Effective interest rate | 9.30% | 9.30% | 11% | ||||
Blackstone Credit Agreement | |||||||
Debt Facility | |||||||
Maximum borrowing capacity | $ 950,000 | ||||||
Debt issuance costs capitalized | 11,600 | ||||||
Credit agreement reserve | $ 50,000 | ||||||
Principal | $ 300,000 | $ 300,000 | $ 300,000 | ||||
Less: Debt issuance costs | (10,742) | (10,742) | (11,322) | ||||
Net carrying amount | 289,258 | $ 289,258 | $ 288,678 | ||||
Loan term | 6 years 1 month 6 days | ||||||
Interest expense | |||||||
Contractual interest expense | 9,554 | $ 28,087 | |||||
Amortization of debt issuance costs | 280 | 702 | |||||
Total | $ 9,834 | $ 28,789 | |||||
Effective interest rate | 13.10% | 13.10% | |||||
Blackstone Credit Agreement | Minimum | |||||||
Debt Facility | |||||||
Minimum consolidated liquidity covenant | 100,000 | ||||||
Increased minimum consolidated liquidity covenant after consummation of acquisitions meeting specified thresholds | $ 200,000 | ||||||
Blackstone Credit Agreement | Adjusted Term SOFR | |||||||
Debt Facility | |||||||
Basis spread on variable rate | 7.25% | ||||||
Floor interest rate | 1% | ||||||
Blackstone Credit Agreement | Base Rate | |||||||
Debt Facility | |||||||
Basis spread on variable rate | 6.25% | ||||||
Floor interest rate | 2% | ||||||
Committed Loan Facility | |||||||
Debt Facility | |||||||
Maximum borrowing capacity | $ 450,000 | ||||||
Fund draw term | 18 months | ||||||
Loan term | 7 years | ||||||
Senior Secured Term Loan | |||||||
Debt Facility | |||||||
Principal | $ 300,000 | ||||||
Committed Delayed Draw Term Loan Facility | |||||||
Debt Facility | |||||||
Maximum borrowing capacity | 150,000 | ||||||
Uncommitted Incremental Facility | |||||||
Debt Facility | |||||||
Maximum borrowing capacity | $ 500,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 9 Months Ended | 18 Months Ended | ||||||
Aug. 15, 2022 USD ($) | Sep. 30, 2022 USD ($) | Apr. 30, 2022 USD ($) | Apr. 08, 2022 | Sep. 30, 2019 USD ($) D $ / shares | Sep. 30, 2023 USD ($) | Mar. 14, 2022 | Dec. 31, 2022 USD ($) | Aug. 31, 2015 USD ($) | |
Long-term debt | |||||||||
Long-term debt | $ 573,174,000 | $ 571,722,000 | |||||||
Additional paid-in capital | $ 2,447,292,000 | 2,305,020,000 | |||||||
1.50% Convertible senior notes due 2026 | |||||||||
Long-term debt | |||||||||
Interest rate ( as a percent ) | 1.50% | ||||||||
Incremental interest rate per annum | 0.50% | 0.50% | |||||||
Additional interest paid | $ 100,000 | $ 2,100,000 | |||||||
Convertible debt | 1.50% Convertible senior notes due 2026 | |||||||||
Long-term debt | |||||||||
Net carrying amount | $ 283,916,000 | 283,044,000 | |||||||
Debt principal amount | $ 287,500,000 | $ 287,500,000 | $ 287,500,000 | ||||||
Debt instrument additional amount available for repurchase | $ 37,500,000 | ||||||||
Interest rate ( as a percent ) | 1.50% | 1.50% | |||||||
Net proceeds from issuance of convertible notes | $ 279,300,000 | ||||||||
Trading days, number | D | 20 | ||||||||
Consecutive trading days, period | D | 30 | ||||||||
Stock price trigger | 130% | ||||||||
Business days, period | 5 days | ||||||||
Consecutive trading-day period | 5 days | ||||||||
Maximum product of the closing sale price of shares of the Company's common stock and the applicable conversion rate for such trading day | 98% | ||||||||
Conversion ratio | 19.0404 | ||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 52.52 | ||||||||
Redemption price as percent of principal amount | 100% | ||||||||
Convertible instruments principal and unpaid interest payable upon events of default | 100% | ||||||||
Minimum percentage of principal held by convertible debt instrument holders required to issue notice for declaration of principal and unpaid interest payable upon events of default | 25% | ||||||||
Term of the convertible notes | 3 years | ||||||||
Convertible debt | 1.50% Convertible senior notes due 2026 | Redemption on or after September 20, 2023 | |||||||||
Long-term debt | |||||||||
Trading days, number | D | 19 | ||||||||
Consecutive trading days, period | D | 30 | ||||||||
Stock price trigger | 130% | ||||||||
Redemption price as percent of principal amount | 100% | ||||||||
Sinking fund | $ 0 | ||||||||
Convertible debt | 3.00% Convertible senior notes due 2022 | |||||||||
Long-term debt | |||||||||
Debt principal amount | $ 150,000,000 | ||||||||
Interest rate ( as a percent ) | 3% | ||||||||
Repayment of convertible notes including accrued interest | $ 152,300,000 |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) - 1.50% Convertible senior notes due 2026 - Convertible debt - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2019 |
Long-term debt | |||
Principal | $ 287,500,000 | $ 287,500,000 | $ 287,500,000 |
Less: Debt issuance costs | (3,584,000) | (4,456,000) | |
Net carrying amount | $ 283,916,000 | $ 283,044,000 |
Debt - Convertible Notes Intere
Debt - Convertible Notes Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 31, 2020 | |
Long-term debt | |||||
Amortization of debt issuance costs | $ 1,574 | $ 1,316 | |||
Effective interest rate of the liability component | 9.30% | 9.30% | 11% | ||
Convertible debt | 3.00% Convertible senior notes due 2022 | |||||
Long-term debt | |||||
Contractual interest expense | $ 559 | 2,800 | |||
Amortization of debt issuance costs | 92 | 460 | |||
Total | $ 651 | $ 3,260 | |||
Effective interest rate of the liability component | 3.50% | 3.50% | |||
Convertible debt | 1.50% Convertible senior notes due 2026 | |||||
Long-term debt | |||||
Contractual interest expense | $ 1,080 | $ 1,081 | $ 3,215 | $ 3,217 | |
Amortization of debt issuance costs | 294 | 289 | 872 | 856 | |
Total | $ 1,374 | $ 1,370 | $ 4,087 | $ 4,073 | |
Effective interest rate of the liability component | 1.90% | 1.90% | 1.90% | 1.90% |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 29, 2020 | Jun. 30, 2016 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | May 29, 2020 | |
Other Commitments | ||||||
Milestone payable | $ 2,500 | $ 50,000 | ||||
Accrued royalties | 52,087 | $ 40,546 | ||||
Wellcome Trust | ||||||
Other Commitments | ||||||
Development milestone payment obligations | 2,500 | |||||
Milestone obligation payments made | $ 800 | |||||
Censa | ||||||
Other Commitments | ||||||
Asset acquisition, development and regulatory milestones | $ 109,000 | |||||
Censa | Maximum | ||||||
Other Commitments | ||||||
Asset acquisition, milestone, amount | 217,500 | |||||
Asset acquisition, net sales milestone | $ 160,000 | |||||
Former Censa Securityholders | ||||||
Other Commitments | ||||||
Development milestone obligation payments made | 30,000 | |||||
Development milestone obligation cash payments made | $ 400 | |||||
Shares issued for milestone payment | 657,462 | |||||
SMA License Agreement | SMA Foundation | ||||||
Other Commitments | ||||||
Royalty expense | $ 40,300 | |||||
Royalty payments | 35,300 | |||||
Accrued royalties | 5,000 | |||||
SMA License Agreement | SMA Foundation | Maximum | ||||||
Other Commitments | ||||||
Potential royalty payments due on net product sales | 52,500 | |||||
Agilis | ||||||
Other Commitments | ||||||
Development milestone payments which the entity is obligated to pay | $ 40,000 | 40,000 | ||||
Potential developmental and regulatory milestones | 31,100 | |||||
Potential sales milestones | 50,000 | |||||
Milestone obligation payments made | $ 50,000 | |||||
Development milestone obligation payments made | $ 2,400 | |||||
Agilis | Minimum | ||||||
Other Commitments | ||||||
Product sales (as a percent) | 2% | |||||
Agilis | Maximum | ||||||
Other Commitments | ||||||
Development milestone payments which the entity is obligated to pay | $ 60,000 | |||||
Priority review voucher amount | 535,000 | |||||
Potential sales milestones | $ 150,000 | |||||
Product sales (as a percent) | 6% | |||||
Development milestone payment obligations, net of cancellation and forfeiture | $ 20,000 | |||||
Contingent liability, milestone, potential achievements, priority review voucher amount, net of cancellation and forfeiture | 361,000 | |||||
Agilis | Rights Exchange Agreement | ||||||
Other Commitments | ||||||
Contingent liability cancellation and forfeiture of potential milestone payments | 174,000 | |||||
Development milestone payment obligations, cancellation and forfeiture | 37,600 | |||||
Contingent liability, cancellation and forfeiture | $ 211,600 | |||||
BioElectron | Maximum | ||||||
Other Commitments | ||||||
Development milestone payments which the entity is obligated to pay | 200,000 | |||||
Marathon | Agilis Merger Agreement | ||||||
Other Commitments | ||||||
Milestone obligation payments made | 50,000 | |||||
Net product revenue | Wellcome Trust | Maximum | ||||||
Other Commitments | ||||||
Development milestone payments which the entity is obligated to pay | $ 14,500 |
Revenue recognition - Net Produ
Revenue recognition - Net Product Sales (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) segment country Distributor | Sep. 30, 2022 USD ($) Distributor segment country | Sep. 30, 2023 USD ($) country Distributor segment | Sep. 30, 2022 USD ($) country segment Distributor | Dec. 31, 2022 USD ($) | |
Revenue recognition | |||||
Number of operating segments | segment | 1 | 1 | 1 | 1 | |
Revenue | $ 196,576 | $ 217,127 | $ 630,766 | $ 531,389 | |
Net product revenue | United States | |||||
Revenue recognition | |||||
Number of countries exceeding 10% of net product sales | country | 1 | ||||
Net product revenue | Geographic concentration risk | |||||
Revenue recognition | |||||
Number of countries exceeding 10% of net product sales | country | 1 | 2 | 3 | 2 | |
Percentage of net product sales threshold | 10% | 10% | 10% | 10% | |
Net product revenue | Geographic concentration risk | United States | |||||
Revenue recognition | |||||
Revenue | $ 67,400 | $ 54,800 | $ 187,700 | $ 160,100 | |
Net product revenue | Geographic concentration risk | Russia | |||||
Revenue recognition | |||||
Revenue | $ 28,300 | 69,000 | $ 57,100 | ||
Net product revenue | Geographic concentration risk | Brazil | |||||
Revenue recognition | |||||
Revenue | $ 52,500 | ||||
Net product revenue | Customer concentration risk | |||||
Revenue recognition | |||||
Number of distributors | Distributor | 3 | 2 | 2 | 2 | |
Percentage of net product sales threshold | 10% | 10% | 10% | 10% | |
Net product revenue | |||||
Revenue recognition | |||||
Revenue | $ 144,038 | $ 134,186 | $ 506,187 | $ 407,720 | |
Contract with Customer, Liability | 0 | 0 | $ 0 | ||
Net product revenue | Non-US | |||||
Revenue recognition | |||||
Revenue | 76,600 | 79,400 | 318,500 | 247,600 | |
Emflaza | United States | |||||
Revenue recognition | |||||
Revenue | 67,400 | 54,800 | 187,700 | 160,100 | |
Translarna | Non-US | |||||
Revenue recognition | |||||
Revenue | $ 69,000 | $ 76,600 | $ 280,600 | $ 232,900 |
Revenue recognition - Collabora
Revenue recognition - Collaboration and Royalty Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 30, 2011 | |
Revenue recognition | ||||||
Remaining potential milestones that can be achieved | $ 250,000 | $ 250,000 | ||||
Revenue | 196,576 | $ 217,127 | 630,766 | $ 531,389 | ||
Collaboration revenue | ||||||
Revenue recognition | ||||||
Revenue | 0 | 50,017 | 6 | 50,024 | ||
Royalty revenue | ||||||
Revenue recognition | ||||||
Revenue | 50,173 | 32,924 | 117,857 | 73,645 | ||
SMA License Agreement | Collaboration revenue | ||||||
Revenue recognition | ||||||
Revenue | 0 | |||||
SMA License Agreement | Royalty revenue | ||||||
Revenue recognition | ||||||
Revenue | 50,200 | $ 32,900 | 117,900 | $ 73,600 | ||
Research And Development Event Milestones | SMA License Agreement | ||||||
Revenue recognition | ||||||
Remaining potential milestones that can be achieved | 0 | 0 | ||||
Sales Milestones | SMA License Agreement | ||||||
Revenue recognition | ||||||
Remaining potential milestones that can be achieved | $ 250,000 | $ 250,000 | ||||
Milestone payments due | $ 50,000 | |||||
Net sales milestone threshold achieved | $ 750,000 | |||||
Maximum | Research And Development Event Milestones | SMA License Agreement | ||||||
Revenue recognition | ||||||
Remaining potential milestones that can be achieved | $ 135,000 | |||||
Maximum | Sales Milestones | SMA License Agreement | ||||||
Revenue recognition | ||||||
Remaining potential milestones that can be achieved | $ 325,000 |
Revenue recognition - Manufactu
Revenue recognition - Manufacturing Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Revenue recognition | |||||
Revenue | $ 196,576 | $ 217,127 | $ 630,766 | $ 531,389 | |
Manufacturing revenue | |||||
Revenue recognition | |||||
Revenue | 2,365 | $ 0 | 6,716 | $ 0 | |
Contract with customer, asset | 1,400 | 1,400 | $ 0 | ||
Contract liability revenues recognized in period | 0 | 1,400 | |||
Manufacturing revenue | Deferred revenue | |||||
Revenue recognition | |||||
Contract with customer, liability | 1,200 | 1,200 | $ 1,400 | ||
Manufacturing revenue | Prepaids and other current assets | |||||
Revenue recognition | |||||
Contract with customer, asset | $ 1,400 | $ 1,400 |
Revenue recognition - Performan
Revenue recognition - Performance Obligations (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Remaining Performance Obligation | ||
Remaining performance obligations | $ 1.2 | $ 1.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||
Remaining Performance Obligation | ||
Remaining performance obligations | $ 1.2 | |
Revenue, performance obligation, period | 1 year |
Intangible assets and goodwil_2
Intangible assets and goodwill - Definite-lived Intangibles (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Definite-lived intangible assets | |||||
Milestone Payable | $ 2,500 | $ 50,000 | $ 2,500 | $ 50,000 | |
Accrued royalties | 52,087 | 52,087 | $ 40,546 | ||
Definite-lived intangibles | |||||
Amortization | (58,649) | (31,023) | (145,461) | (80,790) | |
Finite-Lived Intangible Assets, Net | $ 187,576 | $ 187,576 | |||
Weighted Average | |||||
Definite-lived intangible assets | |||||
Remaining amortization period | 5 years 3 months 18 days | 5 years 3 months 18 days | |||
Emflaza asset acquisition | |||||
Definite-lived intangible assets | |||||
Milestone obligation payments recorded | $ 76,500 | ||||
Marathon | Emflaza asset acquisition | Accounts payable and accrued expenses | |||||
Definite-lived intangible assets | |||||
Milestone Payable | $ 43,900 | 43,900 | |||
Akcea | Waylivra | |||||
Definite-lived intangible assets | |||||
Royalty payments | 200 | ||||
Akcea | Waylivra | Accounts payable and accrued expenses | |||||
Definite-lived intangible assets | |||||
Accrued royalties | 200 | 200 | |||
Akcea | Tegsedi | |||||
Definite-lived intangible assets | |||||
Royalty payments | 4,300 | ||||
Akcea | Tegsedi | Accounts payable and accrued expenses | |||||
Definite-lived intangible assets | |||||
Accrued royalties | 900 | 900 | |||
Definite-lived intangible assets | |||||
Definite-lived intangibles | |||||
Beginning balance - Definite-lived assets, Gross | 526,228 | ||||
Additions | 80,910 | ||||
Foreign Currency Translation | (279) | ||||
Ending balance - Definite-lived assets, Gross | 606,859 | 606,859 | |||
Beginning balance - Accumulated amortization | (273,903) | ||||
Amortization | (58,600) | $ (31,000) | (145,461) | $ (80,800) | |
Foreign Currency Translation - Accumulated amortization | 81 | ||||
Ending balance - Accumulated amortization | (419,283) | (419,283) | |||
Finite-Lived Intangible Assets, Net | 187,576 | 187,576 | |||
Definite-lived intangible assets | Emflaza | |||||
Definite-lived intangibles | |||||
Beginning balance - Definite-lived assets, Gross | 420,253 | ||||
Additions | 76,454 | ||||
Ending balance - Definite-lived assets, Gross | 496,707 | 496,707 | |||
Beginning balance - Accumulated amortization | (266,023) | ||||
Amortization | (138,038) | ||||
Ending balance - Accumulated amortization | (404,061) | (404,061) | |||
Definite-lived intangible assets | Waylivra | |||||
Definite-lived intangibles | |||||
Beginning balance - Definite-lived assets, Gross | 9,316 | ||||
Additions | 157 | ||||
Foreign Currency Translation | (96) | ||||
Ending balance - Definite-lived assets, Gross | 9,377 | 9,377 | |||
Beginning balance - Accumulated amortization | (2,751) | ||||
Amortization | (791) | ||||
Foreign Currency Translation - Accumulated amortization | 45 | ||||
Ending balance - Accumulated amortization | (3,497) | (3,497) | |||
Definite-lived intangible assets | Tegsedi | |||||
Definite-lived intangibles | |||||
Beginning balance - Definite-lived assets, Gross | 7,109 | ||||
Additions | 4,299 | ||||
Foreign Currency Translation | (183) | ||||
Ending balance - Definite-lived assets, Gross | 11,225 | 11,225 | |||
Beginning balance - Accumulated amortization | (1,709) | ||||
Amortization | (1,035) | ||||
Foreign Currency Translation - Accumulated amortization | 36 | ||||
Ending balance - Accumulated amortization | (2,708) | (2,708) | |||
Definite-lived intangible assets | Upstaza | |||||
Definite-lived intangibles | |||||
Beginning balance - Definite-lived assets, Gross | 89,550 | ||||
Ending balance - Definite-lived assets, Gross | 89,550 | 89,550 | |||
Beginning balance - Accumulated amortization | (3,420) | ||||
Amortization | (5,597) | ||||
Ending balance - Accumulated amortization | $ (9,017) | $ (9,017) |
Intangible assets and goodwil_3
Intangible assets and goodwill - Future Amortization (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 58,640 |
2024 | 46,557 |
2025 | 10,041 |
2026 | 10,041 |
2027 and thereafter | 62,297 |
Total | $ 187,576 |
Intangible assets and goodwil_4
Intangible assets and goodwill - Indefinite-lived Intangibles (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Indefinite-lived intangibles | ||
Impairment | $ (217,800) | |
Intangible assets, net | 423,342 | $ 705,891 |
PTC-FA and PTC-AS | ||
Indefinite-lived intangibles | ||
Impairment | (217,800) | |
Indefinite-lived intangible assets | ||
Indefinite-lived intangibles | ||
Beginning Balance | 453,566 | |
Additions | ||
Impairment | (217,800) | |
Ending Balance | 235,766 | |
Intangible assets, net | 423,342 | |
Indefinite-lived intangible assets | Upstaza | ||
Indefinite-lived intangibles | ||
Beginning Balance | 235,766 | |
Additions | ||
Ending Balance | 235,766 | |
Indefinite-lived intangible assets | PTC-FA and PTC-AS | ||
Indefinite-lived intangibles | ||
Impairment | (217,800) | |
Indefinite-lived intangible assets | PTC-FA | ||
Indefinite-lived intangibles | ||
Beginning Balance | 112,500 | |
Additions | ||
Impairment | (112,500) | |
Indefinite-lived intangible assets | PTC-AS | ||
Indefinite-lived intangibles | ||
Beginning Balance | 105,300 | |
Additions | ||
Impairment | $ (105,300) |
Intangible assets and goodwil_5
Intangible assets and goodwill - Goodwill (Details) - USD ($) $ in Thousands | 61 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Aug. 23, 2018 | |
Goodwill | |||
Goodwill | $ 82,341 | $ 82,341 | |
Changes in goodwill | $ 0 | ||
Agilis | |||
Goodwill | |||
Goodwill | $ 82,300 |
Subsequent events (Details)
Subsequent events (Details) $ in Millions | Oct. 19, 2023 USD ($) | Oct. 18, 2023 USD ($) Option | Sep. 30, 2023 |
Royalty Purchase Agreement | Royalty Pharma | |||
Subsequent Event [Line Items] | |||
Previously assigned royalty payment, percentage | 42.933% | ||
Subsequent Event | Senior Secured Term Loan | |||
Subsequent Event [Line Items] | |||
Outstanding principal and accrued interest repaid | $ 302.1 | ||
Prepayment premiums, expenses and other exit fees | $ 82.1 | ||
Subsequent Event | A&R Royalty Purchase Agreement | |||
Subsequent Event [Line Items] | |||
Cash consideration | $ 1,000 | ||
Retained Royalty Rights percentage sold | 38.0447% | ||
Additional cash consideration | $ 500 | ||
Number of put options held by the company | Option | 5 | ||
Maximum number of put options which can be exercised before Royalty Pharma can exercise a call option | Option | 2 | ||
Maximum percentage of remaining retained royalty rights that are available upon exercise of call option | 50% | ||
Royalty purchase agreement termination period once there are no further royalty payment obligations | 60 days | ||
Subsequent Event | A&R Royalty Purchase Agreement | Royalty Pharma | |||
Subsequent Event [Line Items] | |||
Total percentage of royalty rights assigned | 80.9777% | ||
Royalty purchase agreement, payment maximum | $ 1,300 | ||
Percentage of total royalty payable after threshold royalties received | 66.6667% | ||
Percentage of maximum royalty payable until assigned royalty rights | 90.4888% | ||
Percentage of maximum royalty payable thereafter assigned royalty rights | 83.3333% |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (132,970) | $ (109,315) | $ (470,812) | $ (388,128) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Director and Officer Trading Arrangements A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons. Transactions in Company securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in Company securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. The following table describes, for the quarterly period covered by this report, each trading arrangement for the sale or purchase of Company securities adopted or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement”, or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K): Name Action Taken Type of Trading Nature of Trading Duration of Trading Aggregate Number Pierre Gravier Adoption Rule 10b5-1 trading arrangement for sell-to-cover transactions for RSUs granted on July 13, 2023 Sale Until final settlement of RSUs on or around July 13, 2027 Indeterminable (1) (1) The number of shares subject to this RSU grant that will be sold to satisfy applicable tax withholding obligations upon vesting is unknown as the number will vary based on the extent to which vesting conditions are satisfied and the market price of the Company’s common stock at the time of settlement. This trading arrangement provides for the automatic sale of shares that would otherwise be issuable on each settlement date of the RSU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation. |
Restricted Stock Unit Trading Arrangement | Pierre Gravier | |
Trading Arrangements, by Individual | |
Name | Pierre Gravier |
Title | Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | July 13, 2023 |
Expiration Date | July 13, 2027 |