Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 14, 2022 | Jun. 30, 2021 | |
Document and Entity Information | |||
Entity Registrant Name | INNOVIVA, INC. | ||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 000-30319 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 94-3265960 | ||
Entity Address, Address Line One | 1350 Old Bayshore Highway, Suite 400 | ||
Entity Address, City or Town | Burlingame | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94010 | ||
City Area Code | 650 | ||
Local Phone Number | 238-9600 | ||
Title of 12(b) Security | Common Stock $0.01 Par Value | ||
Trading Symbol | INVA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 840,846,560 | ||
Entity Common Stock, Shares Outstanding | 69,565,501 | ||
Entity Central Index Key | 0001080014 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the registrant’s definitive Proxy Statement to be issued in conjunction with the registrant’s 2022 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2021, are incorporated by reference into Part III of this Annual Report. Except as expressly incorporated by reference, the registrant’s Proxy Statement shall not be deemed to be a part of this Annual Report on Form 10-K/A. | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | San Francisco, California | ||
Auditor Firm ID | 248 | ||
Amendment Description | This Amendment No. 1 on Form 10-K/A (the "Amendment") amends the Annual Report on Form 10-K of Innoviva, Inc. (the "Company") for the year ended December 31, 2021, originally filed on February 28, 2022 (the "Original Filing") solely for the purpose of attaching the Audited Consolidated Financial Statements of Armata Pharmaceuticals, Inc. for the year ended December 31, 2021 and the Consent of Ernst & Young LLP Independent Registered Public Accounting Firm of Armata Pharmaceuticals, Inc. as Exhibit 99.1 and Exhibit 23.2, respectively. These exhibits were not available at the time of our Original Filing.In accordance with applicable Securities and Exchange Commission ("SEC") rules and as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment includes new certifications from the Company's Principal Executive Officer and Principal Financial Officer dated as of the date of filing of this Amendment.This Amendment consists solely of the preceding cover page, this explanatory note, Part II., Item 8., "Financial Statements and Supplementary Data", in its entirety, Part IV., Item 15., "Exhibits and Financial Statement Schedules," in its entirety, the Exhibits, the signature page, and the new certifications from the Company's Principal Executive Officer and Principal Financial Officer.This Amendment does not reflect events occurring after the date of the Original Filing and does not amend or update in any way the disclosures made in the Original Filing, except as described above. In particular, the information included in this Amendment under Part II, Item 8 is identical in all respects to the information included under such caption in the Original Filing. This Amendment should be read in conjunction with the Original Filing and with the Company's subsequent filings with the SEC. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 201,525 | $ 246,487 |
Related party receivables from collaborative arrangements | 110,711 | 93,931 |
Prepaid expenses and other current assets | 1,437 | 1,640 |
Total current assets | 313,673 | 342,058 |
Property and equipment, net | 12 | 28 |
Equity and long-term investments | 483,845 | 438,258 |
Capitalized fees paid to a related party, net | 111,430 | 125,253 |
Deferred tax assets, net | 17,327 | 93,759 |
Other assets | 108 | 214 |
Total assets | 926,395 | 999,570 |
Current liabilities: | ||
Accounts payable | 27 | 66 |
Accrued personnel-related expenses | 619 | 490 |
Accrued interest payable | 4,152 | 4,152 |
Other accrued liabilities | 1,009 | 1,402 |
Total current liabilities | 5,807 | 6,110 |
Long-term debt, net of discount and issuance costs | 394,653 | 385,517 |
Other long-term liabilities | 0 | 106 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock: $0.01 par value, 230 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock: $0.01 par value, 200,000 shares authorized, 69,492 and 101,392 issued and outstanding as of December 31, 2021 and December 31, 2020 respectively | 696 | 1,014 |
Treasury stock: at cost, 32,005 and no shares at December 31, 2021 and December 31, 2020, respectively | (393,829) | 0 |
Additional paid-in capital | 1,264,024 | 1,260,900 |
Accumulated deficit | (456,148) | (722,002) |
Total Innoviva stockholders' equity | 414,743 | 539,912 |
Noncontrolling interest | 111,192 | 67,925 |
Total stockholders' equity | 525,935 | 607,837 |
Total liabilities and stockholders' equity | $ 926,395 | $ 999,570 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 230,000 | 230,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 69,566,000 | 101,392,000 |
Common stock, shares outstanding | 69,566,000 | 101,392,000 |
Treasury stock, shares | 32,005,000 | 0 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total net revenue | $ 391,866 | $ 336,794 | $ 261,016 |
Operating expenses: | |||
Research and development | 576 | 1,788 | 0 |
General and administrative | 16,187 | 13,883 | 14,656 |
Total operating expenses | 16,763 | 15,671 | 14,656 |
Income from operations | 375,103 | 321,123 | 246,360 |
Interest and dividend income | 1,839 | 1,524 | 5,540 |
Other expense, net | (3,626) | (348) | (345) |
Interest expense | (19,070) | (18,331) | (18,660) |
Realized gain on equity investments | 91,030 | 50,277 | 0 |
Income before income taxes | 445,276 | 354,245 | 232,895 |
Income tax expense, net | 76,439 | 60,431 | 41,902 |
Net income | 368,837 | 293,814 | 190,993 |
Net income attributable to noncontrolling interest | 102,983 | 69,412 | 33,705 |
Net income attributable to Innoviva stockholders | $ 265,854 | $ 224,402 | $ 157,288 |
Basic net income per share attributable to Innoviva stockholders | $ 3.24 | $ 2.21 | $ 1.55 |
Diluted net income per share attributable to Innoviva stockholders | $ 2.87 | $ 2.02 | $ 1.43 |
Shares used to compute Innoviva basic and diluted net income per share: | |||
Shares used to compute basic net income per share | 82,062 | 101,320 | 101,150 |
Shares used to compute diluted net income per share | 94,310 | 113,554 | 113,409 |
Royalty revenue from a related party | |||
Revenue: | |||
Total net revenue | $ 391,866 | $ 326,794 | $ 261,016 |
Revenue from collaborative arrangements | |||
Revenue: | |||
Total net revenue | $ 0 | $ 10,000 | $ 0 |
CONSOLIDATED STATEMENTS OF IN_2
CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Royalty revenue from a related party | GSK | |||
Amortization of capitalized fees paid to a related party | $ 13,823 | $ 13,823 | $ 13,823 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $ 368,837 | $ 293,814 | $ 190,993 |
Unrealized gain on marketable securities, net | 0 | 0 | 30 |
Reclassifications to net income | 0 | (27) | 0 |
Comprehensive income | 368,837 | 293,787 | 191,023 |
Comprehensive income attributable to noncontrolling interest | 102,983 | 69,412 | 33,705 |
Comprehensive income attributable to Innoviva stockholders | $ 265,854 | $ 224,375 | $ 157,318 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Stock | Noncontrolling Interest |
Balance at Dec. 31, 2018 | $ 159,052 | $ 1,011 | $ 1,256,267 | $ (3) | $ (1,103,692) | $ 0 | $ 5,469 |
Balance (in shares) at Dec. 31, 2018 | 101,098,000 | 0 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Distributions to noncontrolling interest | (10,553) | $ 0 | 0 | 0 | 0 | $ 0 | (10,553) |
Exercise of stock options, and issuance of common stock units and stock awards, net of repurchase of shares to satisfy tax withholding | 538 | $ 2 | 536 | 0 | 0 | 0 | 0 |
Exercise of stock options, and issuance of common stock units and stock awards, net of repurchase of shares to satisfy tax withholding (in shares) | 190,000 | ||||||
Stock-based compensation | 2,056 | $ 0 | 2,056 | 0 | 0 | 0 | 0 |
Net income | 190,993 | 0 | 0 | 0 | 157,288 | 0 | 33,705 |
Other comprehensive income | 30 | 0 | 0 | 30 | 0 | 0 | 0 |
Balance at Dec. 31, 2019 | 342,116 | $ 1,013 | 1,258,859 | 27 | (946,404) | $ 0 | 28,621 |
Balance (in shares) at Dec. 31, 2019 | 101,288,000 | 0 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Distributions to noncontrolling interest | (30,474) | $ 0 | 0 | 0 | 0 | $ 0 | (30,474) |
Equity activity of noncontrolling interest from a consolidated variable interest entity | 366 | 0 | 0 | 0 | 0 | 0 | 366 |
Exercise of stock options, and issuance of common stock units and stock awards, net of repurchase of shares to satisfy tax withholding | 344 | $ 1 | 343 | 0 | 0 | $ 0 | 0 |
Exercise of stock options, and issuance of common stock units and stock awards, net of repurchase of shares to satisfy tax withholding (in shares) | 104,000 | 0 | |||||
Stock-based compensation | 1,698 | $ 0 | 1,698 | 0 | 0 | $ 0 | 0 |
Net income | 293,814 | 0 | 0 | 0 | 224,402 | 0 | 69,412 |
Other comprehensive income | (27) | 0 | 0 | (27) | 0 | 0 | 0 |
Balance at Dec. 31, 2020 | $ 607,837 | $ 1,014 | 1,260,900 | 0 | (722,002) | $ 0 | 67,925 |
Balance (in shares) at Dec. 31, 2020 | 101,392,000 | 101,392,000 | 0 | ||||
Increase (Decrease) in Stockholders' Equity | |||||||
Distributions to noncontrolling interest | $ (59,457) | $ 0 | 0 | 0 | 0 | $ 0 | (59,457) |
Equity activity of noncontrolling interest from a consolidated variable interest entity | 259 | 0 | 0 | 0 | 0 | 0 | 259 |
Exercise of stock options, and issuance of common stock units and stock awards, net of repurchase of shares to satisfy tax withholding | 1,109 | $ 2 | 1,107 | 0 | 0 | $ 0 | 0 |
Exercise of stock options, and issuance of common stock units and stock awards, net of repurchase of shares to satisfy tax withholding (in shares) | 179,000 | 0 | |||||
Repurchase of common stock | 394,149 | $ (320) | 0 | 0 | 0 | $ (393,829) | 0 |
Repurchase of common stock (in shares) | (32,005,000) | 32,005,000 | |||||
Stock-based compensation | 2,017 | $ 0 | 0 | 0 | $ 0 | 0 | |
Net income | 368,837 | 0 | 0 | 0 | 265,854 | 0 | 102,983 |
Balance at Dec. 31, 2021 | $ 525,935 | $ 696 | $ 1,264,024 | $ 0 | $ (456,148) | $ (393,829) | $ 111,192 |
Balance (in shares) at Dec. 31, 2021 | 69,566,000 | 69,566,000 | 32,005,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net income | $ 368,837 | $ 293,814 | $ 190,993 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Deferred income taxes | 76,432 | 60,420 | 41,875 |
Depreciation and amortization | 13,832 | 13,840 | 13,874 |
Stock-based compensation | 2,017 | 1,698 | 2,056 |
Amortization of debt discount and issuance costs | 9,136 | 8,397 | 7,799 |
Loss on write-off of property and equipment | 0 | 0 | 104 |
Loss on extinguishment of debt | 0 | 0 | 216 |
Amortization of discount on short-term investments | 0 | (343) | (2,229) |
Amortization of lease guarantee | 0 | (135) | (325) |
Changes in fair values of equity and long-term investments, net | (89,309) | (50,277) | 0 |
Other non-cash items | (259) | 21 | 0 |
Changes in operating assets and liabilities: | |||
Receivables from collaborative arrangements | (16,780) | (14,504) | 3,859 |
Prepaid expenses and other current assets | 203 | (678) | (113) |
Other assets | 0 | 0 | 27 |
Accounts payable | (39) | 56 | (1) |
Accrued personnel-related expenses and other accrued liabilities | (257) | 804 | (439) |
Accrued interest payable | 0 | 0 | (112) |
Other long-term liabilities | 0 | 0 | (126) |
Net cash provided by operating activities | 363,813 | 313,113 | 257,458 |
Cash flows from investing activities | |||
Maturities of marketable securities | 0 | 86,000 | 213,924 |
Purchases of marketable securities | 0 | (12,943) | (231,915) |
Purchases of equity and long term investments | (66,278) | (87,981) | 0 |
Purchases and sales of marketable securities and other investments managed by ISP Fund LP, net | (190,970) | (14,877) | 0 |
Sale of equity investments managed by ISP FUND LP | 21,440 | 0 | |
Purchase and sale of other investments managed by ISP FUND LP | 279,530 | 0 | |
Purchases of property and equipment | 0 | (13) | (12) |
Net cash provided by (used in) investing activities | 43,722 | (314,937) | (18,003) |
Cash flows from financing activities | |||
Repurchase of common stock | (394,149) | 0 | 0 |
Distributions to noncontrolling interest | (59,457) | (30,474) | (10,553) |
Repurchase of shares to satisfy tax withholding | (60) | (92) | (89) |
Payments of principal on senior secured term loans | 0 | 0 | (13,750) |
Payments of cash dividends to stockholders | 0 | 0 | (11) |
Proceeds from issuances of common stock, net | 1,169 | 436 | 627 |
Net proceeds from the issuance of variable interest entity's equity | 0 | 345 | 0 |
Net cash used in financing activities | (452,497) | (29,785) | (23,776) |
Net increase (decrease) in cash and cash equivalents | (44,962) | (31,609) | 215,679 |
Cash and cash equivalents at beginning of period | 246,487 | 278,096 | 62,417 |
Cash and cash equivalents at end of period | 201,525 | 246,487 | 278,096 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | $ 9,933 | $ 9,933 | $ 10,974 |
DESCRIPTION OF OPERATIONS AND S
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Operations Innoviva Inc. (referred to as “Innoviva”, the “Company”, or “we” and other similar pronouns) is a company with a portfolio of royalties and other healthcare assets. Our royalty portfolio contains respiratory assets partnered with Glaxo Group Limited (“GSK”), including RELVAR ® /BREO ® ELLIPTA ® (fluticasone furoate/ vilanterol, “FF/VI”), ANORO ® ELLIPTA ® (umeclidinium bromide/ vilanterol, “UMEC/VI”) and TRELEGY ® ELLIPTA ® (the combination FF/UMEC/VI). Under the Long-Acting Beta2 Agonist (“LABA”) Collaboration Agreement, Innoviva is entitled to receive royalties from GSK on sales of RELVAR ® /BREO ® ELLIPTA ® as follows: 15 % on the first $ 3.0 billion of annual global net sales and 5 % for all annual global net sales above $ 3.0 billion; and royalties from the sales of ANORO ® ELLIPTA ® which tier upward at a range from 6.5 % to 10 %. Innoviva is also entitled to 15 % of royalty payments made by GSK under its agreements originally entered into with us, and since assigned to Theravance Respiratory Company, LLC (“TRC”), including TRELEGY ® ELLIPTA ® and any other product or combination of products that may be discovered or developed in the future under the LABA Collaboration Agreement and the Strategic Alliance Agreement with GSK (referred to herein as the “GSK Agreements”), which have been assigned to TRC other than RELVAR ® /BREO ® ELLIPTA ® and ANORO ® ELLIPTA ® . Principles of Consolidation The accompanying consolidated financial statements include the accounts of Innoviva, our wholly owned subsidiaries and certain variable interest entities for which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where we own or are exposed to less than 100% of the economics, we record net income (loss) attributable to noncontrolling interest in our consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entity by the respective noncontrolling party. Prior Period Reclassifications The Company reclassified certain prior period amounts related to the investments managed by ISP Fund LP to conform with the current year presentation. These reclassifications were from purchases of equity and long-term investments of $ 388.0 million to: (i) purchases of equity investments managed by ISP Fund LP of $ 14.9 million, (ii) purchase and sales of other investments managed by ISP Fund LP, net of $ 285.1 million. These changes were not deemed material and did not impact total cash flows from investing activities, and any other consolidated financial statements. Use of Management’s Estimates The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Management evaluates its significant accounting policies and estimates on an ongoing basis. We base our estimates on historical experience and other relevant assumptions that we believe to be reasonable under the circumstances. These estimates also form the basis for making judgments about the carrying values of assets and liabilities when these values are not readily apparent from other sources. Certain Risks and Concentrations Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, equity and long-term investments. Although we deposit our cash with multiple financial institutions, our deposits, at times, may exceed federally insured limits. Refer to “Segment Reporting” below for concentrations with respect to revenues and geographic locations. Segment Reporting We operate in a single segment, which is to provide capital return to stockholders by maximizing the potential value of our respiratory assets partnered with GSK. Revenues are generated from our collaborative arrangements and royalty payments from GSK, located in Great Britain. Our facilities are located within the United States. Variable Interest Entities We evaluate our ownership, contractual and other interest in entities to determine if they are variable interest entities (“VIE”). We evaluate whether we have a variable interest in those entities and the nature and extent of those interests. Based on our evaluation, if we determine we are the primary beneficiary of a VIE, we consolidate the entity in our financial statements . Cash and Cash Equivalents We consider all highly liquid investments purchased with a maturity of three months or less on the date of purchase to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Investments in Marketable Securities We invest in short-term investments and marketable securities, primarily corporate notes, government securities, government agencies, and government commercial papers. We limit the amount of credit exposure with any one issuer, industry or geographic area for investments other than instruments backed by the U.S. federal government. We classify our marketable securities as available-for-sale securities and report them at fair value in cash equivalents or short-term marketable securities on the consolidated balance sheets with related unrealized gains and losses included as a component of stockholders’ equity. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the consolidated statements of operations. Realized gains and losses, if any, on available-for-sale securities are included in interest income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. We regularly review all of our investments for other-than-temporary declines in estimated fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in estimated fair value of an investment is below the amortized cost basis and the decline is other-than-temporary, we reduce the carrying value of the security and record a loss for the amount of such decline to other income (expense), net. Equity and Long-Term Investments We invest from time to time in equity and debt securities of private or public companies. If we determine that we have control over these companies under either voting or VIE models, we include them in our consolidated financial statements. If we determine that we do not have control over these companies under either voting or VIE models, we then determine if we have an ability to exercise significant influence via voting interests, board representation or other business relationships. We may account for the investments where we exercise significant influence using either an equity method of accounting or at fair value by electing the fair value option under Accounting Standards Codification ("ASC") Topic 825, Financial Instruments . If the fair value option is applied to an investment that would otherwise be accounted for under the equity method, we apply it to all our financial interests in the same entity (equity and debt, including guarantees) that are eligible items. All gains and losses from fair value changes, unrealized and realized, are presented as changes in fair values of equity and long-term investments, net on the consolidated statements of income. If we conclude that we do not have an ability to exercise significant influence over an investee, we may elect to account for the security without a readily determinable fair value using the measurement alternative under ASC Topic 312, Investments - Equity Securities . This measurement alternative allows us to measure the equity investment at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. We also invest in ISP Fund LP, which investments consist of money market funds and equity securities in the healthcare, pharmaceutical and biotechnology industries. Pursuant to the Partnership Agreement entered in December 2020, we became a limited partner of this partnership, and our contributions are subject to a 36-month lock-up period which restriction prevents us to have control and access to the contributions and related investments. These investments are classified as long-term investments on the consolidated balance sheets. Fair Value of Financial Instruments We define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Our valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. We classify these inputs into the following hierarchy: Level 1 —Quoted prices for identical instruments in active markets. Level 2 —Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 —Unobservable inputs and little, if any, market activity for the assets. Financial instruments include cash equivalents, marketable securities, receivables from collaborative arrangements, accounts payable, and accrued liabilities. Cash equivalents and marketable securities are carried at estimated fair value. The carrying values of receivables from collaborative arrangements, accounts payable, and accrued liabilities approximate their estimated fair values due to the relatively short-term nature of these instruments. Property and Equipment Property and equipment, which consisted of equipment, computer equipment, software, office furniture and fixtures, was immaterial as of December 31, 2021 and 2020, respectively. Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Property, equipment and leasehold improvements are depreciated using the straight-line method as follows: Leasehold improvements Shorter of remaining lease terms or useful life Equipment, furniture and fixtures 5 - 7 years Software and computer equipment 3 years Capitalized Fees Paid to a Related Party We capitalize fees paid to licensors related to agreements for approved products or commercialized products. We capitalize these fees as capitalized fees paid to a related party (“Capitalized Fees”) and amortize them on a straight-line basis over their estimated useful lives upon the commercial launch of the product, shortly after its regulatory approval. The estimated useful lives of these Capitalized Fees are determined on a country-by-country and product-by-product basis, as the later of the expiration or termination of the last patent right covering the compound in such product in such country and 15 years from first commercial sale of such product in such country, unless the Collaboration Agreement is terminated earlier. Consistent with our policy for classification of costs under the research and development collaborative arrangements, the amortization of these Capitalized Fees is recognized as a reduction of royalty revenue. We review our Capitalized Fees for impairment on a product-by-product basis for each major geographic area when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of Capitalized Fees is measured by comparing the asset’s carrying amount to the expected undiscounted future cash flows that the asset is expected to generate. The determination of recoverability typically requires various estimates and assumptions, including estimating the useful life over which cash flows will occur, their amount, and the asset’s residual value, if any. We derive the required cash flow estimates from near-term forecasted product sales and long-term projected sales in the corresponding market. Revenue Recognition Revenue is recognized when our customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. Revenue is recognized through a five-step process: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price for the contract; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue as a performance obligation is satisfied. We recognize the royalty revenue on net sales of products with respect to which we have contractual royalty rights in the period in which the royalties are earned. The net sales reports provided by our partner are based on its methodology and assumptions to estimate rebates and returns, which it monitors and adjusts regularly in light of contractual and legal obligations, historical trends, past experience and projected market conditions. Our partner may make significant adjustments to its sales based on actual results recorded, which could cause our royalty revenue to fluctuate. We have the ability to conduct periodic royalty audits to evaluate the information provided by our partner. Royalties are recognized net of amortization of capitalized fees associated with any approval and launch milestone payments made to our partner. Fair Value of Stock‑Based Compensation Awards We use the Black-Scholes-Merton option pricing model to estimate the fair value of options granted under our equity incentive plans and rights to acquire stock granted under our employee stock purchase plan (“ESPP”). The Black-Scholes-Merton option valuation model requires the use of assumptions, including the expected term of the award and the expected stock price volatility. We use the “simplified” method as described in Staff Accounting Bulletin No. 107, “ Share-Based Payment ,” for the expected option term. We use our historical volatility to estimate expected stock price volatility. Restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) are measured based on the fair market values of the underlying stock on the dates of grant. Stock-based compensation expense is calculated based on awards ultimately expected to vest and is reduced for estimated forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differed from those estimates. Our estimated annual forfeiture rates for stock options, RSUs and RSAs are based on our historical forfeiture experience. The estimated fair value of stock options, RSUs and RSAs is expensed on a ratable or straight-line basis over the expected term of the grant or expected term of the vesting. Compensation expense is recorded over the requisite service period based on management’s best estimate as to whether it is probable that the shares awarded are expected to vest. Compensation expense for purchases under the ESPP is recognized based on the fair value of the common stock on the date of offering, less the purchase discount percentage provided for in the plan. Income Taxes We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The recognition and measurement of tax benefits requires significant judgment. Our judgment might change as new information becomes available. We continue to evaluate our deferred tax assets each reporting period to determine whether adjustments to our valuation allowance are required and deferred tax assets will be realized based on the consideration of all available positive and negative evidence, including the differences between our anticipated and actual future operating results, using a “more likely than not” standard. We assess all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and we determine whether the factors underlying the sustainability assertion have changed and whether the amount of the recognized tax benefit is still appropriate. Comprehensive Income Comprehensive income is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) consists of changes in unrealized and realized gains and losses on our marketable securities and the related tax impact of these changes. Related Parties While GSK no longer had an ownership stake in our outstanding common stock as of December 31, 2021, GSK was considered a related party during the year ended December 31, 2021 due to our collaborative arrangement with them. Transactions with GSK are described in Note 3, “Revenue Recognition and Collaborative Arrangements.” Sarissa Capital ow ned 9.5 % of o ur outstanding common stock as of December 31, 2021 . Transactions with Sarissa Capital are described in Note 4, “Consolidated Entities”. Sarissa Capital is considered to be a related party because two of its principals are members of our Board of Directors. Recently Adopted Accounting Standards Updates In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. We adopted ASU 2019-12 effective January 1, 2021. The adoption did not have a material impact on our consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements . This ASU improves the codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the codification. The ASU also improves various topics in the codification so that entities can apply guidance more consistently. The ASU is effective for fiscal years beginning after December 15, 2020. We adopted ASU 2020-10 effective January 1, 2021. The adoption did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards or Updates Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which is intended to simplify the accounting for convertible instruments by removing certain separation models in Subtopic 470-20 for convertible instruments. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. The elimination of the separation models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument within the scope of ASU 2020-06. The ASU is effective for fiscal years beginning after December 15, 2021, and for interim periods within those fiscal years with early adoption permitted. The Company is evaluating the effect of adopting ASU 2020-06 for both of our convertible notes due in 2023 and 2025 and is currently finalizing its analysis of the financial impact of the adoption. Upon adoption, we may apply the modified retrospective method through a cumulative effect adjustment, if any, to the accumulated deficit, compute the dilutive EPS of our notes due in 2025 under the if-converted method going forward, and update our long-term debt balance on the consolidated balance sheets accordingly. |
NET INCOME PER SHARE
NET INCOME PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
NET INCOME PER SHARE | |
NET INCOME PER SHARE | 2. NET INCOME PER SHARE Basic net income per share attributable to Innoviva stockholders is computed by dividing net income attributable to Innoviva stockholders by the weighted-average number of shares of common stock outstanding. Diluted net income per share attributable to Innoviva stockholders is computed by dividing net income attributable to Innoviva stockholders by the weighted-average number of shares of common stock and dilutive potential common stock equivalents then outstanding. Dilutive potential common stock equivalents include the assumed exercise, vesting and issuance of employee stock awards using the treasury stock method, as well as common stock issuable upon assumed conversion of our convertible subordinated notes due 2023 (the “2023 Notes”) using the if-converted method. Our convertible senior notes due 2025 (the “2025 Notes”) are convertible, based on the applicable conversion rate, into cash, shares of our common stock or a combination thereof, at our election. Our current intent is to settle the principal amount of the 2025 Notes in cash upon conversion. The impact of the assumed conversion premium to diluted net income per share is computed using the treasury stock method. As the average market price per share of our common stock as reported on The Nasdaq Global Select Market was lower than the initial conversion price of $ 17.26 per share, there was no dilutive effect of the assumed conversion premium for the years ended December 31, 2021, 2020, and 2019 respectively. The following table shows the computation of basic and diluted net income per share for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, (In thousands except per share data) 2021 2020 2019 Numerator: Net income attributable to Innoviva stockholders, basic $ 265,854 $ 224,402 $ 157,288 Add: interest expense on 2023 Notes 4,736 4,717 4,648 Net income attributable to Innoviva stockholders, diluted $ 270,590 $ 229,119 $ 161,936 Denominator: Weighted-average shares used to compute basic net income 82,062 101,320 101,150 Dilutive effect of 2023 Notes 12,189 12,189 12,189 Dilutive effect of options and awards granted under equity 59 45 70 Weighted-average shares used to compute diluted net income 94,310 113,554 113,409 Net income per share attributable to Innoviva stockholders Basic $ 3.24 $ 2.21 $ 1.55 Diluted $ 2.87 $ 2.02 $ 1.43 Anti‑dilutive Securities The following common stock equivalents were not included in the computation of diluted net income per share because their effect was anti‑dilutive: Year Ended December 31, (In thousands) 2021 2020 2019 Outstanding options and awards granted under equity incentive 979 1,193 1,130 |
REVENUE RECOGNITION AND COLLABO
REVENUE RECOGNITION AND COLLABORATIVE ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
REVENUE RECOGNITION AND COLLABORATIVE ARRANGEMENTS | |
REVENUE RECOGNITION AND COLLABORATIVE ARRANGEMENTS | 3. REVENUE RECOGNITION AND COLLABORATIVE ARRANGEMENTS Revenue from Collaborative Arrangements We recognize royalty revenue on net sales of products with respect to which we have contractual royalty rights in the period in which the royalties are earned. Royalties, which may include adjustments of estimates of net sales in prior periods, are recognized net of amortization of capitalized fees associate with any approval and launch milestone payments made to GSK. Net revenue recognized under our GSK Agreements was as follows: Year Ended December 31, (In thousands) 2021 2020 2019 Royalties from a related party $ 234,066 $ 221,536 $ 189,424 Royalties from a related party 44,935 45,992 42,625 Royalties from a related party 126,688 73,089 42,790 Total royalties from a related party 405,689 340,617 274,839 Less: amortization of capitalized ( 13,823 ) ( 13,823 ) ( 13,823 ) Royalty revenue 391,866 326,794 261,016 Strategic alliance - MABA program — 10,000 — Total net revenue from GSK $ 391,866 $ 336,794 $ 261,016 LABA Collaboration As a result of the launch and approval of RELVAR ® /BREO ® ELLIPTA ® and ANORO ® ELLIPTA ® in the U.S., Japan and Europe, we paid milestone fees to GSK totaling $ 220.0 million during the year ended December 31, 2014. The milestone fees paid to GSK were recognized as capitalized fees paid to a related party, which are being amortized over their estimated useful lives commencing upon the commercial launch of the product. The amortization expense is recorded as a reduction to the royalties from GSK. We are entitled to receive annual royalties from GSK on sales of RELVAR ® /BREO ® ELLIPTA ® as follows: 15 % on the first $ 3.0 billion of annual global net sales and 5 % for all annual global net sales above $ 3.0 billion. Sales of single‑agent LABA medicines and combination medicines would be combined for the purposes of this royalty calculation. For other products combined with a LABA from the LABA Collaboration, such as ANORO ® ELLIPTA ® , royalties are upward tiering and range from 6.5 % to 10 %. We are also entitled to 15 % of royalty payments made by GSK under its agreements originally entered into with us, and since assigned to TRC in connection with the Spin-Off, including TRELEGY ® ELLIPTA ® , which royalties are upward tiering and range from 6.5 % to 10 %. 2004 Strategic Alliance During the year ended December 31, 2020, we recognized $ 10.0 million in revenue from a termination fee paid in connection with the termination of the Bifunctional Muscarinic Antagonist-Beta2 Agonist (“MABA”) program under the Strategic Alliance Agreement with GSK. |
CONSOLIDATED ENTITIES
CONSOLIDATED ENTITIES | 12 Months Ended |
Dec. 31, 2021 | |
CONSOLIDATED ENTITIES | |
CONSOLIDATED ENTITIES | 4. CONSOLIDATED ENTITIES We consolidate the financial results of TRC and Pulmoquine Therapeutics, Inc. (“Pulmoquine”), which we have determined to be VIEs. As we have the power to direct the economically significant activities of these entities and the obligation to absorb losses of, or the right to receive benefits from them, we are the primary beneficiary of the entities. We also consolidate the financial results of ISP Fund LP (the “Partnership”), which is our partnership with Sarissa Capital, as we have determined that the Partnership is a VIE and we are its primary beneficiary. Theravance Respiratory Company, LLC The primary source of revenue for TRC is the royalties generated from the net sales of TRELEGY ® ELLIPTA ® by GSK. As of December 31, 2021, TRC held equity and long-term investments in InCarda Therapeutics, Inc. (“InCarda”), ImaginAb, Inc. ("ImaginAb") and Gate Neurosciences, Inc. ("Gate"). Refer to Note 5, “Financial Instruments and Fair Value Measurements,” for more information. The summarized financial information for TRC is presented as follows: Balance sheets December 31, December 31, (In thousands) 2021 2020 Assets Cash and cash equivalents $ 50,713 $ 38,081 Receivables from collaborative arrangements 42,492 24,946 Prepaid expenses and other current assets 71 — Equity and long-term investments 37,695 16,959 Total assets $ 130,971 $ 79,986 Liabilities and LLC Members’ Equity Current liabilities $ 252 $ 508 LLC members’ equity 130,719 79,478 Total liabilities and LLC members’ equity $ 130,971 $ 79,986 Income statements Year Ended December 31, (In thousands) 2021 2020 2019 Royalty revenue from a related party $ 126,688 $ 73,089 $ 42,790 Revenue from collaborative arrangements — 10,000 — Total net revenue 126,688 83,089 42,790 Operating expenses 3,956 2,612 3,380 Income from operations 122,732 80,477 39,410 Other income, net — 38 243 Changes in fair values of equity and long-term ( 1,541 ) 1,147 — Net income $ 121,191 $ 81,662 $ 39,653 Pulmoquine Therapeutics, Inc. In April 2020, we purchased 5,808,550 shares of Series A preferred stock of Pulmoquine for $ 5.0 million in cash. These shares represented a majority voting interest in Pulmoquine. Pulmoquine was a biotechnology company focused on the research and development of an aerosolized formulation of hydroxychloroquine to treat respiratory infections. In August 2021, the directors and stockholders of Pulmoquine voted to cease and terminate all operations and activities of Pulmoquine as soon as practicable. We received a total net distribution of $ 2.4 million in cash as a result of the dissolution, which was finalized at the end of 2021. As of December 31, 2021 and 2020, total assets attributable to Pulmoquine were nil and $ 3.5 million. Pulmoquine did not generate revenue. The total operating expenses for the years ended December 31, 2021 and 2020 were $ 0.7 million and $ 2.0 million, respectively. The net loss for the years ended December 31, 2021 and 2020 were $ 0.5 million and $ 2.2 million, respectively. ISP Fund LP In December 2020, Innoviva Strategic Partners LLC, our wholly owned subsidiary (“Strategic Partners”), contributed $ 300.0 million to ISP Fund LP (the "Partnership") for investing in “long” positions in the healthcare, pharmaceutical and biotechnology sectors and became a limited partner. The general partner of the Partnership ("General Partner") is an affiliate of Sarissa Capital. The Partnership Agreement provides for Sarissa Capital to receive management fees from the Partnership, payable quarterly in advance, measured based on the Net Asset Value of Strategic Partners' capital account in the Partnership. In addition, General Partner is entitled to an annual performance fee based on the Net Profits of the Partnership during the annual measurement period. For the year ended December 31, 2021 and 2020, we paid management and annual performance incentive fees totaling $ 3.1 million and $ 0.2 million, respectively. The Partnership Agreement includes a lock-up period of thirty-six months after which Strategic Partners is entitled to make withdrawals from the Partnership as of such lock-up expiration date and each anniversary thereafter, subject to certain limitations. In May 2021, Strategic Partners received a distribution of $ 110.0 million from the Partnership to provide funding to Innoviva for a strategic repurchase of the Company's shares held by GSK. The distribution is a component of "Purchases and sales of other investments held by ISP Fund, net" on the consolidated statements of cash flows. Pursuant to the letter agreement entered into between Strategic Partners, the Partnership, and Sarissa Capital Fund GP LP on May 20, 2021, Strategic Partners agreed to make additional capital contributions to the Partnership in an aggregate amount equal to the amount of the May 2021 distribution prior to March 31, 2022. The capital contributions will then be subject to a 36-month lock up period from the contribution date. Refer to Note 10, "Shareholders' Equity," for more information on the GSK share repurchase. As of December 31, 2021 , we continued to hold 100 % of the economic interest of Partnership. As of December 31, 2021 and 2020 , total assets of the Partnership were $ 195.8 million and $ 299.3 million, respectively, which were mainly attributable to equity and long-term investments. During the year ended December 31, 2021, the Partnership incurred $ 3.6 million in net investment-related expense, generated $ 1.8 million interest and dividend income, and recorded net $ 10.5 million realized gains and net $ 2.4 million unrealized loss as changes in fair values of equity and long-term investments on the consolidated statements of income. During the year ended December 31, 2020, the Partnership incurred $ 0.4 million in net investment-related expense and recorded an unrealized loss of $ 0.4 million as changes in fair values of equity and long-term investments on the consolidated statements of income. |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 5. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Equity Investment in Armata During the first quarter of 2020, Innoviva acquired 8,710,800 shares of common stock as well as warrants to purchase 8,710,800 additional shares of common stock of Armata Pharmaceuticals, Inc. (“Armata”) for approximately $ 25.0 million in cash. Armata is a clinical stage biotechnology company focused on precisely targeted bacteriophage therapeutics for antibiotic-resistant infections. On January 26, 2021, Innoviva Strategic Opportunities LLC (“ISO”), our wholly owned subsidiary, entered into a securities purchase agreement with Armata to acquire 6,153,847 shares of Armata common stock and warrants to purchase 6,153,847 additional shares of Armata common stock for approximately $ 20.0 million. The investment was closed in two tranches on January 26, 2021 and March 17, 2021. The additional investment increased Innoviva and ISO’s combined ownership to 59.6 % as of March 31, 2021. Armata also entered into a voting agreement with the Company and ISO, pursuant to which the Company and ISO agreed not to vote or take any action by written consent with respect to any common shares held by the Company and ISO that represent, in the aggregate, more than 49.5 % of the total number of voting shares of Armata’s common stock for voting on the matters related to election or removal of Armata’s board members. The voting agreement will expire the earlier of the second anniversary of the agreement effective date and approval by the FDA of any of Armata's product candidates for marketing and commercial distribution. On October 28, 2021, ISO purchased an additional 1,212,122 shares of Armata common stock for approximately $ 4.0 million. The investments support Armata’s ongoing advancement of its bacteriophage development programs. As of December 31, 2021 , three of the eight members of Armata’s board of directors are also members of the board of directors of Innoviva. As of December 31, 2021 and 2020, we owned approximately 59.3 % and 46.6 %, respectively, of Armata’s common stock. The investments in Armata provide Innoviva and ISO the ability to have significant influence, but not control over Armata’s operations. Armata's business and affairs are managed under the direction of its board of directors, which Innoviva and ISO do not control. Based on our evaluation, we determined that Armata is a VIE, but Innoviva and ISO are not the primary beneficiary of the VIE. We continue to elect the fair value option to account for both Armata’s common stock and warrants. The fair value of Armata’s common stock is measured based on its closing market price. The warrants purchased in 2020 and 2021 have an exercise price of $ 2.87 and $ 3.25 per share, respectively. All warrants are exercisable immediately within five years from the issuance date of the warrants and include a cashless exercise option. We use the Black-Scholes-Merton pricing model to estimate the fair value of these warrants with the following input assumptions: Armata’s closing market price on the valuation date, the risk-free interest rate computed based on the U.S. Treasury yield, the remaining contractual term as the expected term, and the expected stock price volatility calculated based on the historical volatility of the common stock of Armata and its peer companies. As of December 31, 2021, the fair values of our holdings of Armata common stock and warrants were estimated at $ 88.1 million and $ 58.6 million, respectively. As of December 31, 2020, the fair values of our holdings of Armata common stock and warrants were estimated at $ 26.0 million and $ 18.0 million, respectively . The total fair value of both financial instruments in the amount of $ 146.7 million and $ 44.0 million was recorded as equity and long-term investments on the consolidated balance sheets as of December 31, 2021 and 2020, respectively. We recorded $ 78.7 million and $ 19.0 million unrealized gains as changes in fair values of equity and long-term investments, net on the consolidated statements of income for the years ended December 31, 2021 and 2020, respectively. Equity Investment in Entasis During the second quarter of 2020, we purchased 14,000,000 shares of common stock as well as warrants to purchase 14,000,000 additional shares of common stock of Entasis Therapeutics, Inc. (“Entasis”) for approximately $ 35.0 million in cash. Entasis is a clinical-stage biotechnology company focused on the discovery and development of novel antibacterial products. During the third quarter of 2020, we purchased 4,672,897 shares of Entasis common stock as well as warrants to purchase 4,672,897 additional shares of its common stock for approximately $ 12.5 million in cash. Innoviva has a right to designate two members to Entasis' board. As of December 31, 2021 , no Innoviva designees are serving on Entasis' six -member board. On May 3, 2021, ISO entered into a securities purchase agreement with Entasis to acquire 10,000,000 shares of Entasis common stock and warrants to purchase 10,000,000 additional shares of Entasis common stock for approximately $ 20.0 million. The investment was closed in two tranches on May 3, 2021 and June 11, 2021. This investment supports the continued development of Entasis' novel pipeline of pathogen-targeted antibacterial product candidates. As of December 31, 2021 and 2020, we owned approximately 59.9 % and 51.0 %, respectively, of Entasis’s common stock. The investments in Entasis provide Innoviva the ability to have significant influence, but not control over Entasis’s operations. Entasis's business and affairs are managed under the direction of its board of directors, which Innoviva and ISO do not control. Based on our evaluation, we determined that Entasis is a VIE, but Innoviva is not the primary beneficiary of the VIE. We elected the fair value option to account for both Entasis’s common stock and warrants at fair value. The fair value of Entasis’s common stock is measured based on its closing market price at each balance sheet date. The warrants have an exercise price of $ 2.50 per share and $ 2.675 per share for those warrants acquired in the second and third quarter of 2020, respectively. The warrants acquired in the second quarter of 2021 have an exercise price of $ 2.00 per share. All of the warrants are exercisable immediately within five years from the issuance date of the warrants and include a cashless exercise option. We use the Black-Scholes-Merton pricing model to estimate the fair value of these warrants with the following input assumptions: Entasis’s closing market price on the valuation date, the risk-free interest rate computed based on the U.S. Treasury yield, the remaining contractual term as the expected term, and the expected stock price volatility calculated based on the historical volatility of the common stock of Entasis and its peer companies. As of December 31, 2021, the fair values of our holdings of Entasis common stock and warrants were estimated at $ 62.8 million and $ 40.9 million, respectively. As of December 31, 2020, the fair values of our holdings of Entasis common stock and warrants were estimated at $ 46.1 million and $ 31.9 million, respectively. The total fair value of both financial instruments in the amount of $ 103.7 million and $ 78.0 million was recorded as equity and long-term investments on the consolidated balance sheets as of December 31, 2021 and 2020, respectively. We recorded $ 5.7 million and $ 30.5 million unrealized gains as changes in fair values of equity and long-term investments, net on the consolidated statements of income for the years ended December 31, 2021 and 2020, respectively. Equity Investment in InCarda During the third quarter of 2020, TRC purchased 20,469,432 shares of Series C preferred stock and warrants to purchase 5,117,358 additional shares of Series C preferred stock of InCarda Therapeutics, Inc. (“InCarda”) for $ 15.8 million, which includes $ 0.8 million of transaction costs. InCarda is a privately held biopharmaceutical company focused on developing inhaled therapies for cardiovascular diseases. The investment is intended to fund the ongoing clinical development of InRhythm (flecainide for inhalation), the company’s lead program, for the treatment of a recent-onset episode of paroxysmal atrial fibrillation. TRC has the right to designate one member to InCarda’s board. As of December 31, 2021 , one of InCarda's eight board members is designated by TRC. As of December 31, 2021 and 2020, TRC he ld 13.0 % and 13.4 % of InCarda equity ownership. The investment in InCarda does not provide TRC the ability to control or have significant influence over InCarda's operations. Based on our evaluation, we determined that InCarda is a VIE, but TRC is not the primary beneficiary of the VIE. We have accounted for the investment in Series C preferred shares in InCarda using the measurement alternative because the securities are not publicly traded and do not have a readily determinable fair value. Under the measurement alternative, the equity investment is initially recorded at its allocated cost, but the carrying value may be adjusted through earnings upon an impairment or when there is an observable price change involving the same or a similar investment with the same issuer. As of December 31, 2021 and 2020, we recorded $ 15.8 million for our investment in InCarda's series C preferred stock as equity and long-term investments on the consolidated balance sheets. T here was no impairment or other change to the value of the InCarda's Series C preferred stock as of December 31, 2021 and 2020, respectively. The warrants are recorded at fair value and subject to remeasurement at each balance sheet date. The warrants are exercisable immediately with an exercise price of $ 0.7328 per share. In September 2021, TRC and InCarda entered into an amendment to extend the expiration date of the warrants from October 6, 2021 to March 31, 2022 . We use the Black-Scholes-Merton pricing model to estimate the fair value of the warrants with the following input assumptions: the exercise price of the warrants, the risk-free interest rate computed based on the U.S. Treasury yield, the remaining contractual term as the expected term, and the expected stock price volatility calculated based on the historical volatility of the common stock of its public peer companies. As of December 31, 2021 and 2020, the fair value of InCarda’s warrants was estimated at $ 0.4 million and $ 1.1 million, respectively, and recorded as equity and long-term investments on the consolidated balance sheets. We recorded $ 0.7 million unrealized loss and $ 1.1 million unrealized gains as changes in fair values of equity and long-term investments, net on the consolidated statements of income for the years ended December 31, 2021 and 2020, respectively. Equity Investment in ImaginAb On March 18, 2021, TRC entered into a securities purchase agreement with ImaginAb, Inc. ("ImaginAb") to purchase 4,051,724 shares of ImaginAb Series C preferred stock for $ 4.7 million. On the same day, TRC also entered into a securities purchase agreement with one of ImaginAb's common stockholders to purchase 4,097,157 shares of ImaginAb common stock for $ 1.3 million. ImaginAb is a privately held biotechnology company focused on clinically managing cancer and autoimmune diseases via molecular imaging. $ 0.4 million was incurred for investment due diligence costs and execution and recorded as part of the equity and long-term investment on the consolidated balance sheet. As of December 31, 2021 , one of ImaginAb's five board members is designated by TRC, and TRC held 14.5 % of ImaginAb's equity. The investment in ImaginAb does not provide TRC the ability to control or have significant influence over ImaginAb's operations. Based on our evaluation, we determined that ImaginAb is a VIE, but TRC is not the primary beneficiary of the VIE. Because ImaginAb's equity securities are not publicly traded and do not have a readily determinable fair value, we have accounted for our investment in ImaginAb's Series C preferred stock and common stock using the measurement alternative. Under the measurement alternative, the equity investment is initially recorded as its allocated cost, but the carrying value may be adjusted through earnings upon an impairment or when there is an observable price change involving the same or a similar investment with the same issuer. As of December 31, 2021, $ 6.4 million was recorded as equity and long-term investments on the consolidated balance sheets and there was no change to the fair value of our investment. Convertible Promissory Note in Gate Neurosciences On November 24, 2021, TRC entered into a Convertible Promissory Note Purchase Agreement with Gate Neurosciences, Inc. ("Gate") to acquire a convertible promissory note (the "Convertible Note") with a principal amount of $ 15.0 million. Gate is a privately held biopharmaceutical company focused on developing the next generation of targeted nervous system therapies, leveraging precision medicine approaches to develop breakthrough drugs for psychiatric and neurologic diseases. The investment is intended to fund its ongoing development and research. The Convertible Note bears an annual interest rate of 8 % and will convert into common stock shares upon a qualified event or into shares of shadow preferred stock ("Shadow Preferred") upon a qualified financing. A qualifying event can be a qualified initial price offering, a qualified merger, or a merger with a special-purpose acquisition company ("SPAC"). The number of common stock shares to be issued in a qualified event shall be equal to the amount due on the conversion date divided by the lesser of a capped conversion price (the "Capped Conversion Price") and the qualified event price (the "Qualified Event Price"). The Capped Conversion Price is calculated as $50.0 million divided by the number of common stock outstanding at such time on a fully diluted basis. The Qualified Event Price is the price per share determined by the qualified event. A qualified financing is a sale or series of sales of preferred stock where (i) at least 50 percent of counterparties are not existing shareholders, (ii) net proceeds to Gate are at least $35.0 million, and (iii) the stated or implied equity valuation of Gate is at least $80.0 million. Shadow Preferred means preferred stock having identical rights, preferences and restrictions as the preferred stock that would be issued in a qualified financing. The investment in Gate does not provide TRC the ability to control or have significant influence over Gate's operations. Based on our evaluation, we determined that Gate is a VIE, but TRC is not the primary beneficiary of the VIE. We have accounted for the convertible debt investment as a trading security, measured at fair value using a Monte Carlo simulation model with the probability of certain qualified events. TRC has the right to designate one board member to Gate's board. As of December 31, 2021, TRC has not designated a board member to Gate's board, which currently consists of two directors. As of December 31, 2021, $ 15.9 million, which includes $ 0.9 million of transaction costs, was recorded as equity and long-term investments on the consolidated balance sheets. We recorded $ 0.8 million unrealized loss as changes in fair values of equity and long-term investments, net on the consolidated statements of income for the years ended December 31, 2021. Summarized Financial Data As of December 31, 2021, the total changes in fair values of our equity investments in Armata and Entasis exceeded 10% of our income before income taxes. Rule 4-08(g) of Regulation S-X, according to the SEC guidance, requires summarized financial information of these entities in an annual report if either the investment, asset or income test as set in the rule exceeds the 10% level individually or in aggregate. The summarized financial information, including the portion we do not own in these entities, is presented for Armata and Entasis, respectively, on a one quarter lag regardless of the date of our investments as follows: Armata Pharmaceuticals, Inc. Balance Sheet Information September 30, September 30, (In thousands) 2021 2020 Current assets $ 14,178 $ 17,024 Noncurrent assets $ 28,493 $ 28,651 Current liabilities $ 5,254 $ 7,070 Noncurrent liabilities $ 13,662 $ 13,986 Income Statement Information For the twelve months For the nine months (In thousands) 2021 2020 Revenue $ 3,989 $ 319 Loss from operations $ ( 24,227 ) $ ( 15,134 ) Net loss $ ( 23,732 ) $ ( 15,557 ) Entasis Therapeutics Holdings, Inc. Balance Sheet Information September 30, September 30, (In thousands) 2021 2020 Current assets $ 49,746 $ 68,398 Noncurrent assets $ 1,020 $ 1,564 Current liabilities $ 9,348 $ 6,862 Noncurrent liabilities $ 183 $ 864 Income Statement Information For the twelve months For the six months (In thousands) 2021 2020 Loss from operations $ ( 52,323 ) $ ( 26,080 ) Net loss $ ( 125,413 ) $ ( 24,529 ) Available-for-Sale Securities The estimated fair value of available-for-sale securities is based on quoted market prices for these or similar investments that were based on prices obtained from a commercial pricing service. Available-for-sale securities are summarized below: December 31, 2021 Gross Gross Amortized Unrealized Unrealized Estimated (In thousands) Cost Gains Losses Fair Value Money market funds (1) $ 145,132 $ — $ — $ 145,132 Total $ 145,132 $ — $ — $ 145,132 (1) Money market funds are included in cash and cash equivalents on the consolidated balance sheets. December 31, 2020 Gross Gross Amortized Unrealized Unrealized Estimated (In thousands) Cost Gains Losses Fair Value Money market funds (1) $ 204,808 $ — $ — $ 204,808 Total $ 204,808 $ — $ — $ 204,808 (1) Money market funds are included in cash and cash equivalents on the consolidated balance sheets. As of December 31, 2021 , all investments were money market funds, and there was no credit loss. Fair Value Measurements Our available-for-sale securities, equity and long-term investments are measured at fair value on a recurring basis and our debt is carried at amortized cost basis. The estimated fair values were as follows: Estimated Fair Value Measurements as of December 31, 2021 Using: Quoted Price Significant Significant Identical Observable Unobservable Types of Instruments Assets Inputs Inputs (In thousands) Level 1 Level 2 Level 3 Total Assets Money market funds $ 145,132 $ — $ — $ 145,132 Investments held by ISP Fund LP (1) 193,677 — 2,068 195,745 Equity investment - Armata Common Stock 88,101 — — 88,101 Equity investment - Armata Warrants — 58,595 — 58,595 Equity investment - Entasis Common Stock 62,794 — — 62,794 Equity investment - Entasis Warrants — 40,914 — 40,914 Equity investment - InCarda Warrants — — 411 411 Convertible debt investment - Gate Note — — 15,100 15,100 Total assets measured at estimated fair value $ 489,704 $ 99,509 $ 17,579 $ 606,792 Debt 2023 Notes $ — $ 261,769 $ — $ 261,769 2025 Notes — 234,498 — 234,498 Total fair value of debt $ — $ 496,267 $ — $ 496,267 (1) The investments held by ISP Fund LP, consisted of $ 192.2 million equity investments and $ 3.5 million money market funds, are subject to a 36 -month lock-up period from our initial contribution date, December 11, 2020. Estimated Fair Value Measurements as of December 31, 2020 Using: Quoted Price in Active Significant Markets for Other Significant Identical Observable Unobservable Types of Instruments Assets Inputs Inputs (In thousands) Level 1 Level 2 Level 3 Total Assets Money market funds $ 204,808 $ — $ — $ 204,808 Investments held by ISP Fund LP (1) 299,288 — — 299,288 Equity investment - Armata Common Stock 25,958 — — 25,958 Equity investment - Armata Warrants — 18,049 — 18,049 Equity investment - Entasis Common Stock 46,122 — — 46,122 Equity investment - Entasis Warrants — 31,882 — 31,882 Equity investment - InCarda Warrants — — 1,147 1,147 Total assets measured at estimated fair value $ 576,176 $ 49,931 $ 1,147 $ 627,254 Debt 2023 Notes $ — $ 239,779 $ — $ 239,779 2025 Notes — 206,135 — 206,135 Total fair value of debt $ — $ 445,914 $ — $ 445,914 (1) The investments held by ISP Fund LP, consisted of $ 14.5 million equity investments and $ 284.8 million money market funds, are subject to a 36 -month lock-up period from our initial contribution date, December 11, 2020. The fair values of our equity investments in Armata’s and Entasis's common stock and public traded investments held by ISP Fund LP are based on the quoted prices in active markets and are classified as Level 1 financial instruments. The fair values of the warrants of Armata and Entasis classified within Level 2 are based upon observable inputs that may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. InCarda’s warrants, Gate's convertible note, and private placement positions held by ISP Fund LP are classified as Level 3 financial instruments as these securities are not publicly traded and the assumptions used in the valuation model for valuing these securities are based on significant unobservable and observable inputs including those of publicly traded peer companies. The fair values of our 2023 Notes and our 2025 Notes are based on recent trading prices of the respective instruments. |
CAPITALIZED FEES PAID TO A RELA
CAPITALIZED FEES PAID TO A RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
CAPITALIZED FEES PAID TO A RELATED PARTY | |
CAPITALIZED FEES PAID TO A RELATED PARTY | 6. CAPITALIZED FEES PAID TO A RELATED PARTY Capitalized fees paid to a related party, which consist of registrational and launch-related milestone fees paid to GSK, were as follows: December 31, (In thousands) Amortization period 2021 2020 United States 2013-2030 $ 120,000 $ 120,000 Europe 2013-2029 60,000 60,000 Japan 2013-2019 40,000 40,000 Gross carrying value 220,000 220,000 Accumulated amortization ( 108,570 ) ( 94,747 ) Net carrying value $ 111,430 $ 125,253 These milestone fees are amortized over their estimated useful lives commencing upon the commercial launch of the product in their respective regions with the amortization expense recorded as a reduction in revenue from collaborative arrangements. As of December 31, 2021, the weighted average remaining amortization period wa s 8.1 years. Additional information regarding these milestone fees is included in Note 3, “Revenue Recognition and Collaborative Arrangements.” Amortization expense for each of the years ended December 31, 2021, 2020 and 2019 was $ 13.8 million . The remaining estimated amortization expense is $ 13.8 million for each of the years from 2022 to 2026 and $ 42.3 million thereafter. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 7. STOCK‑BASED COMPENSATION Equity Incentive Plans In May 2012, we adopted the 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provides for the grant of incentive stock options, nonstatutory stock options, RSAs, RSUs and Stock Appreciation Rights to employees, non-employee directors and consultants. As of December 31, 2021 , total shares remaining available for issuance under the 2012 Plan were 4,978,521 . Employee Stock Purchase Plan Under the 2004 Employee Stock Purchase Plan (the “ESPP”), our employees may purchase common stock through payroll deductions at a price equal to 85 % of the lower of the fair market value of the stock at the beginning of the offering period or at the end of each applicable purchase period. The ESPP provides for consecutive and overlapping offering periods of 24 months in duration, with each offering period composed of four consecutive six-month purchase periods. The purchase periods end on either May 15 or November 15. ESPP contributions are limited to a maximum of 15 % of an employee’s eligible compensation. The maximum number of shares that an employee may purchase in any purchase period is 2,500 . An employee may not purchase shares with a value greater than $ 25,000 in any calendar year. As of December 31, 2021 , total shares remaining available for issuance under the ESPP were 171,827 . Director Compensation Program Our non-employee directors receive compensation for services provided as a director. Each member of our Board of Directors who is not an employee receives both cash and equity compensation for services as a director, member of a committee of the Board of Directors, lead independent director and chairman, as applicable. Each of our independent directors receives periodic automatic grants of equity awards under a program implemented under the 2012 Plan. These grants are non‑discretionary. Only our independent directors or affiliates of such directors are eligible to receive automatic grants under the 2012 Plan. Under the program, each individual who first became a non-employee director will, on the date such individual joins the Board of Directors, automatically be granted a one‑time grant of RSUs covering a number of shares of our common stock calculated as $ 125,000 ($ 250,000 prior to the October 2017 Amendments) divided by our common stock closing share price on the date of grant as reported on The Nasdaq Global Select Market, rounded down to the nearest whole share (the “Initial RSUs”), plus a one‑time grant of RSUs covering a number of shares of our common stock calculated as $ 225,000 ($ 250,000 prior to the October 2017 Amendments) divided by our common stock closing share price on the date of grant as reported on The Nasdaq Global Select Market, which would be pro-rated for the number of whole months remaining until the anniversary of the prior year’s stockholders’ meeting, rounded down to the nearest whole share (the “Pro Rata RSUs”). The Initial RSUs vest in two equal annual installments, while Pro Rata RSUs vest in a single installment at the sooner of the next annual stockholder meeting or the one-year grant anniversary, in each case subject to the non-employee director’s continuous service through the applicable vesting date. Annually, upon his or her re‑election to the Board of Directors at the Annual Meeting of Stockholders, each non-employee director is automatically granted an RSU covering a number of shares of our common stock calculated as $ 225,000 ($ 250,000 prior to the October 2017 Amendments) divided by our common stock closing share price on the date of grant as reported on The Nasdaq Global Select Market, rounded down to the nearest whole share. These RSUs will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the non-employee director’s continuous service through the applicable vesting date. Following the amendment to our non-employee director compensation program, both the annual RSUs and Initial RSUs described above remained unchanged with the exception that the number of shares of our common stock subject to each award has been reduced. These RSUs will vest in full upon the director’s death, the occurrence of a change in control or, with respect to awards made after the October 2017 Amendments, the director’s disability before the director’s service terminates. Director RSUs carry dividend equivalent rights to be credited with an amount equal to all cash dividends paid on the underlying shares of common stock while unvested. Dividend equivalents are subject to the same terms and conditions, including vesting, as the RSUs to which they attach and are paid in cash upon vesting. Stock‑Based Compensation Expense Stock‑based compensation expense is included in the consolidated statements of income as follows: Year Ended December 31, (In thousands) 2021 2020 2019 General and administrative $ 2,017 $ 1,698 $ 2,056 Stock‑based compensation expense included in the consolidated statements of income by award type is as follows: Year Ended December 31, (In thousands) 2021 2020 2019 Stock options $ 490 $ 242 $ — RSUs 1,280 1,149 1,431 RSAs 200 273 615 ESPP 47 34 10 Total stock-based compensation expense $ 2,017 $ 1,698 $ 2,056 As of December 31, 2021, the unrecognized stock-based compensation cost and the estimated weighted-average amortization period were as follows: (In thousands) Unrecognized Compensation Cost Weighted-Average Amortization Period (Years) Stock options $ 1,507 2.8 RSUs 574 0.5 RSAs 327 2.6 Total unrecognized compensation expense $ 2,408 Compensation Awards The following table summarizes equity award activity under the 2012 Plan and prior plans and related information: (In thousands, except per share data) Number of outstanding options Weighted-Average Exercise Price of Outstanding Options Number of outstanding RSUs Weighted-Average Fair Value per Share at Grant Number of outstanding RSAs Weighted-Average Fair Value per Share at Grant Balance as of December 31, 2020 1,155 $ 22.28 85 $ 13.30 30 $ 14.61 Granted 116 13.28 117 12.81 19 12.44 Exercised ( 73 ) 14.69 — — — — Released RSUs/RSAs — — ( 86 ) 13.28 ( 14 ) 14.57 Forfeited ( 432 ) 23.81 — — ( 6 ) 13.80 Balance as of December 31, 2021 766 20.79 116 12.82 29 13.35 As of December 31, 2021 , the aggregate intrinsic value of the options outstanding and options exercisable was $ 1.3 million and $ 0.3 million , respectively. All outstanding optio ns were exercisable. The weighted average remaining contractual term was 4.43 years. The total intrinsic value of the options exercised was $ 0.2 million, $ 0.1 million and $ 0.2 million for the years ended December 31, 2021, 2020, and 2019, respectively. The total estimated fair value of options vested was $ 0.6 million for the year ended December 31, 2021. The total estimated fair value of options vested was no t material for the year ended December 31, 2020 and 2019, respectively. The total estimated fair value of RSUs vested was $ 1.1 million, $ 1.3 million, and $ 1.4 million in the years ended December 31, 2021, 2020, and 2019, respectively. The total estimated fair value of RSAs vested was $ 0.2 million, $ 0.6 million, and $ 0.9 million in the years ended December 31, 2021, 2020, and 2019, respectively. Valuation Assumptions The weighted-average assumptions used in calculating the estimated value of our stock options on the date of grant as follows: Year Ended December 31, 2021 2020 Risk-free interest rate 1.1 % 0.4 % Expected term (in years) 6.11 6.11 Volatility 44.9 % 46.9 % Dividend yield 0.0 % 0.0 % Weighted-average estimated fair value of stock options granted $ 5.84 $ 6.28 There were no grants of stock options during the year ended December 31, 2019. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
DEBT | |
DEBT | 8. DEBT Our debt consists of: December 31, December 31, (In thousands) 2021 2020 2023 Notes $ 240,984 $ 240,984 2025 Notes 192,500 192,500 Total debt 433,484 433,484 Unamortized debt discount and issuance costs ( 38,831 ) ( 47,967 ) Net long-term debt $ 394,653 $ 385,517 Convertible Senior Notes Due 2025 On August 7, 2017, we completed a private placement of $ 192.5 million aggregate principal amount of our 2025 Notes. The proceeds include the 2025 Notes sold pursuant to the $ 17.5 million over-allotment option granted by us to the initial purchasers, which option was exercised in full. The 2025 Notes were sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2025 Notes are senior unsecured obligations and bear interest at a rate of 2.5 % per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2018. The 2025 Notes are convertible, based on the applicable conversion rate, into cash, shares of our common stock or a combination thereof, at our election. The initial conversion rate for the 2025 Notes is 57.9240 shares of our common stock per $1,000 principal amount of the 2025 Notes (which is equivalent to an initial conversion price of approximately $ 17.26 per share), representing a 30.0 % conversion premium over the last reported sale price of the Company’s common stock on August 1, 2017, which was $ 13.28 per share. The conversion rate is subject to customary anti-dilution adjustments in certain circumstances. The 2025 Notes will mature on August 15, 2025, unless repurchased or converted in accordance with their terms prior to such date. Prior to February 15, 2025, the 2025 Notes will be convertible at the option of the holders only upon the occurrence of specified events and during certain periods. From, and including, February 15, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2025 Notes will be convertible at any time. In accordance with accounting guidance for debt with conversion and other options, we separately account for the liability and equity components of the 2025 Notes by allocating the proceeds between the liability component and the embedded conversion option (“equity component”) due to our ability to settle the conversion obligation of the 2025 Notes in cash, common stock or a combination of cash and common stock, at our option. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature using the income approach. The allocation was performed in a manner that reflected our non-convertible debt borrowing rate for similar debt. The equity component of the 2025 Notes of $ 67.3 million was recognized as a debt discount and represents the difference between the proceeds from the issuance of the 2025 Notes and the fair value of the liability of the 2025 Notes on the date of issuance. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense using the effective interest method over the term of the 2025 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. Our outstanding 2025 Notes balances consisted of the following: December 31, December 31, (In thousands) 2021 2020 Liability component Principal $ 192,500 $ 192,500 Debt discount and issuance costs, net ( 38,211 ) ( 46,766 ) Net carrying amount $ 154,289 $ 145,734 Equity component, net $ 65,361 $ 65,361 The following table sets forth total interest expense recognized related to the 2025 Notes for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, (In thousands) 2021 2020 2019 Contractual interest expense $ 4,813 $ 4,813 $ 4,813 Amortization of debt issuance costs 657 601 551 Amortization of debt discount 7,898 7,230 6,618 Total interest and amortization expense $ 13,368 $ 12,644 $ 11,982 Convertible Subordinated Notes Due 2023 In January 2013, we completed an underwritten public offering of $ 287.5 million aggregate principal amount of unsecured convertible subordinated notes, which will mature on January 15, 2023. The financing raised proceeds, net of issuance costs, of approximately $ 281.2 million, less $ 36.8 million to purchase two privately negotiated capped call option transactions in connection with the issuance of the notes. The 2023 Notes bear interest at the rate of 2.125 % per year that is payable semi-annually in arrears in cash on January 15 and July 15 of each year, beginning on July 15, 2013. The 2023 Notes were convertible, at the option of the holder, into shares of our common stock at an initial conversion rate of 35.9903 shares per $1,000 principal amount of the 2023 Notes, subject to adjustment in certain circumstances, which represents an initial conversion price of approximately $ 27.79 per share. In connection with the offering of the 2023 Notes, we entered into two privately negotiated capped call option transactions with a single counterparty. The capped call option transaction is an integrated instrument consisting of a call option on our common stock purchased by us with a strike price equal to the initial conversion price of $ 27.79 per share for the underlying number of shares and a cap price of $ 38.00 per share, both of which are subject to adjustments consistent with the 2023 Notes. The cap component is economically equivalent to a call option sold by us for the underlying number of shares with an initial strike price of $ 38.00 per share. As an integrated instrument, the settlement of the capped call coincides with the due date of the convertible debt. Upon settlement, we would receive from our hedge counterparty a number of shares of our common shares that would range from zero , if the stock price was below $ 27.79 per share, to a maximum of 2,779,659 shares, if the stock price is above $38.00 per share. However, if the market price of our common stock, as measured under the terms of the capped call transactions, exceeds $38.00 per share, there is no incremental anti-dilutive benefit from the capped call. As a result of the partial conversion by certain holders of the 2023 Notes in July 2014, and dividends declared and paid in 2014 and 2015, the conversion rate with respect to our 2023 Notes was adjusted in total to 50.5818 shares of our common stock per $1,000 principal amount of the 2023 Notes, which represents a conversion price of approximately $ 19.77 per share. As a result of the conversion rate adjustments, the capped call strike price and cap price were also adjusted to $ 19.77 and $ 27.04 , respectively. For the year ending December 31, 2016, we retired a portion of our 2023 Notes with a face value of $ 14.1 million and carrying value of $ 13.9 million by way of purchase in the open market. Debt Maturities The aggregate scheduled maturities of our long-term debt as of December 31, 2021 are as follows: (In thousands) Years ending December 31: 2022 $ — 2023 240,984 2024 — 2025 192,500 Total $ 433,484 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Operating Lease In 2014, our facility leases in South San Francisco, California were assigned to Theravance Biopharma, Inc. However, if Theravance Biopharma, Inc. were to default on its lease obligations, we had in substance guaranteed the lease payments for these facilities. This lease concluded in May 2020, and we have no further obligations for the lease. In 2019, we entered into an operating lease in Burlingame, California for approximately 2,111 rentable square feet. The new lease commenced in November 2019 with a term of thirty-six calendar months. Minimum lease payments on our corporate headquarters as of December 31, 2021 are as follows: (In thousands) Years ending December 31: 2022 $ 109 Thereafter — Total $ 109 Indemnifications and Other Contingencies We indemnify our officers and directors for certain events or occurrences, subject to certain limits. We believe the fair value of these indemnification agreements is minimal. We may be subject to contingencies that may arise from matters such as product liability claims, legal proceedings, shareholder suits and tax matters. We have not recognized any liabilities relating to these matters as of December 31, 2021 . |
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | 10. SHAREHOLDERS' EQUITY On May 20, 2021, the Company entered into a share repurchase agreement with GSK to buy back 32,005,260 shares of its common stock at $ 12.25 per share from GSK, representing all of the shares of common stock or other capital interests of Innoviva owned by GSK or its affiliates. The total consideration, including related transaction fees, was $ 394.1 million. The share repurchase was completed on May 25, 2021. These shares are recorded as treasury stock on the consolidated balance sheets. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | 11. INCOME TAXES Income tax expense consists of the following: Year Ended December 31, (In thousands) 2021 2020 2019 Current State $ 7 $ 11 $ 26 Deferred Federal 70,893 60,408 41,567 State 5,539 12 309 76,432 60,420 41,876 Total income tax expense, net $ 76,439 $ 60,431 $ 41,902 The impacts of the differences between the expected U.S. federal statutory income tax to our income tax expense are as follows: Year Ended December 31, (In thousands) 2021 2020 2019 Expected tax at federal statutory rate $ 93,507 $ 74,392 $ 48,908 State income tax, net of federal benefit 848 ( 26 ) 325 Federal and state research credits 1,260 — — Noncontrolling interest ( 21,626 ) ( 14,577 ) ( 7,078 ) Other 1,129 839 326 Change in valuation allowance 1,321 ( 197 ) ( 579 ) Income tax expense (benefit), net $ 76,439 $ 60,431 $ 41,902 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and deferred tax liabilities are as follows: As of December 31, (In thousands) 2021 2020 Deferred tax assets Net operating loss carryforwards $ 64,813 $ 121,839 Research and development tax credit carryforwards 53,467 55,211 Other 743 1,100 Total deferred tax assets before valuation allowance 119,023 178,150 Valuation allowance ( 64,744 ) ( 63,423 ) Total deferred tax assets 54,279 114,727 Deferred tax liabilities Debt issuance discount and other ( 9,158 ) ( 10,596 ) Unrealized gain on investment, net ( 27,794 ) ( 10,372 ) Net deferred tax assets $ 17,327 $ 93,759 We record deferred tax assets if the realization of such assets is more likely than not to occur. Significant management judgment is required in determining whether a valuation allowance against the deferred tax assets is required. We have considered all available evidence, both positive and negative, such as our historical operating results and predictability of future taxable income, in making such determination. We are also required to exercise significant management’s judgment in forecasting future taxable income. Specifically, we evaluate the following criteria when considering a valuation allowance: • the history of tax net operating losses in recent years; • predictability of operating results; • profitability for a sustained period of time; and • level of profitability on a quarterly basis. As of December 31, 2021, we recognized $ 76.4 million income tax expense and reduced the deferred tax assets by the same amount mainly based on the taxable income generated during the year. As of December 31, 2021, we had federal net operating loss carryforwards of approximately $ 92.9 million , which expire from 2033 through 2035. We also had federal research and development tax credit carryforwards of approximately $ 42.1 million , which will expire beginning 2022. We also had state net operating loss carryforwards of approximately $ 648.6 million expiring in the beginning of 2029 and state research tax credits of approximately $ 31.6 million , which do not expire. Utilization of net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code and similar state provisions. Annual limitations may result in expiration of net operating loss and tax credit carryforwards before some or all of such amounts have been utilized. We conducted an Internal Revenue Code of 1986, as amended, Section 382 (“Section 382”) analysis through October 31, 2021 to determine whether an ownership change had occurred since inception. The Section 382 study concluded that it is more likely than not that the Company did not experience an ownership change during the testing period. However, notwithstanding the applicable annual limitations, no portion of the net operating loss or credit carryforwards is expected to expire before becoming available to reduce federal and state income tax liabilities as a result of those identified ownership changes. If we undergo another ownership change, the utilization of the pre-ownership change net operating loss carryforwards or pre-ownership change tax attributes, such as research tax credits, to offset the post-ownership change income may be subject to an annual limitation, pursuant to Sections 382 and 383 of the Internal Revenue Code of 1986, as amended. Similar rules may apply under state tax laws. Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2021 and 2020, we had no accrued interest or penalties. Uncertain Tax Positions A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits are as follows: (In thousands) Unrecognized tax benefits as of December 31, 2018 $ 15,413 Gross decrease in tax portions for 2019 ( 71 ) Unrecognized tax benefits as of December 31, 2019 15,342 Net decrease in tax portions for 2020 ( 157 ) Unrecognized tax benefits as of December 31, 2020 15,185 Net decrease in tax portions for 2021 ( 313 ) Unrecognized tax benefits as of December 31, 2021 $ 14,872 Our total unrecognized tax benefits as of December 31, 2021 were $ 14.9 million . Total unrecognized tax benefits that, if recognized, would affect our effective tax rate, were $ 8.4 million as of December 31, 2021. We are subject to taxation in the U.S. and various state jurisdictions. The tax years 2004 through 2013, 2015 and forward remain open to examination by the federal and most state tax authorities due to net operating loss and overall credit carryforward positions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS On February 9, 2022, ISO entered into a securities purchase agreement with Armata to acquire 9,000,000 shares of Armata common stock and warrants to purchase 4,500,000 additional shares of common stock with an exercise price of $ 5.00 per share for $ 45.0 million. The investment is set to close in two tranches. The first tranche consisting of approximately 3.6 million shares of common stock and warrants to purchase approximately 1.8 million shares of common stock for an aggregate purchase price of approximately $ 18.1 million was consummated simultaneously with the execution of the agreement. The second tranche consisting of approximately 5.4 million shares of common stock and warrants to purchase approximately 2.7 million shares of common stock for an aggregate purchase price of $ 26.9 million will be consummated upon satisfaction of certain closing conditions, which is expected to occur in the first quarter of 2022. Upon closing of the second tranche, we expect to own approximately 70 % of Armata’s outstanding stock. The investment is intended to aid Armata in advancing its clinical pipeline and strengthening its bacteriophage platform. On February 9, 2022, Armata also entered a second amended and restated voting agreement with the Company and ISO, pursuant to which the Company and ISO agreed not to vote or take any action by written consent with respect to any common shares held by the Company and ISO that represent, in the aggregate, more than 49.5 % of the total number of voting shares of Armata’s common stock for voting on the matters related to election or removal of Armata’s board. The Company and ISO also agreed not to amend Armata’s bylaws to reduce its maximum number of directors or set the number of directors who may serve on Armata’s board. The voting agreement will expire the earlier of the second anniversary of the agreement effective date and approval by the FDA of any of Armata’s product candidates for marketing and commercial distribution. On February 17, 2022, ISO entered into a securities purchase agreement with Entasis to purchase a convertible promissory note for a total purchase price of $ 15.0 million. The note bears an annual interest rate of 0.59 % and will mature and become payable on August 18, 2022 unless it is converted at the conversion price of $ 1.48 before the maturity date. This financing is expected to support Entasis’ product development and operations into August 2022. With this financing, we have become the primary beneficiary of Entasis and expect to consolidate its financial position and results of operations effective on the date of the transaction. Entasis was valued at $ 85.3 million based on its close trading price on February 17, 2022. On February 18, 2022, TRC entered into an investment and shareholders agreement with Nanolive SA ("Nanolive") to purchase 18,750,000 shares of Series C preferred stock for $ 9.8 million (equivalent to 9.0 million CHF). Nanolive SA is a Swiss privately held life sciences company focused on developing breakthrough imaging solutions that accelerate research in growth industries such as drug discovery and cell therapy. TRC owns 16.1 % of Nanolive's equity and has a right to designate one board member to Nanolive's board. |
DESCRIPTION OF OPERATIONS AND_2
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Innoviva, our wholly owned subsidiaries and certain variable interest entities for which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where we own or are exposed to less than 100% of the economics, we record net income (loss) attributable to noncontrolling interest in our consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entity by the respective noncontrolling party. |
prior period reclassification | Prior Period Reclassifications The Company reclassified certain prior period amounts related to the investments managed by ISP Fund LP to conform with the current year presentation. These reclassifications were from purchases of equity and long-term investments of $ 388.0 million to: (i) purchases of equity investments managed by ISP Fund LP of $ 14.9 million, (ii) purchase and sales of other investments managed by ISP Fund LP, net of $ 285.1 million. These changes were not deemed material and did not impact total cash flows from investing activities, and any other consolidated financial statements. |
Use of Management's Estimates | Use of Management’s Estimates The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Management evaluates its significant accounting policies and estimates on an ongoing basis. We base our estimates on historical experience and other relevant assumptions that we believe to be reasonable under the circumstances. These estimates also form the basis for making judgments about the carrying values of assets and liabilities when these values are not readily apparent from other sources. |
Certain Risks and Concentrations | Certain Risks and Concentrations Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, equity and long-term investments. Although we deposit our cash with multiple financial institutions, our deposits, at times, may exceed federally insured limits. Refer to “Segment Reporting” below for concentrations with respect to revenues and geographic locations. |
Segment Reporting | Segment Reporting We operate in a single segment, which is to provide capital return to stockholders by maximizing the potential value of our respiratory assets partnered with GSK. Revenues are generated from our collaborative arrangements and royalty payments from GSK, located in Great Britain. Our facilities are located within the United States. |
Variable Interest Entities | Variable Interest Entities We evaluate our ownership, contractual and other interest in entities to determine if they are variable interest entities (“VIE”). We evaluate whether we have a variable interest in those entities and the nature and extent of those interests. Based on our evaluation, if we determine we are the primary beneficiary of a VIE, we consolidate the entity in our financial statements |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments purchased with a maturity of three months or less on the date of purchase to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. |
Investments in Marketable Securities | Investments in Marketable Securities We invest in short-term investments and marketable securities, primarily corporate notes, government securities, government agencies, and government commercial papers. We limit the amount of credit exposure with any one issuer, industry or geographic area for investments other than instruments backed by the U.S. federal government. We classify our marketable securities as available-for-sale securities and report them at fair value in cash equivalents or short-term marketable securities on the consolidated balance sheets with related unrealized gains and losses included as a component of stockholders’ equity. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the consolidated statements of operations. Realized gains and losses, if any, on available-for-sale securities are included in interest income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. We regularly review all of our investments for other-than-temporary declines in estimated fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in estimated fair value of an investment is below the amortized cost basis and the decline is other-than-temporary, we reduce the carrying value of the security and record a loss for the amount of such decline to other income (expense), net. |
Equity and Long-Term Investments | Equity and Long-Term Investments We invest from time to time in equity and debt securities of private or public companies. If we determine that we have control over these companies under either voting or VIE models, we include them in our consolidated financial statements. If we determine that we do not have control over these companies under either voting or VIE models, we then determine if we have an ability to exercise significant influence via voting interests, board representation or other business relationships. We may account for the investments where we exercise significant influence using either an equity method of accounting or at fair value by electing the fair value option under Accounting Standards Codification ("ASC") Topic 825, Financial Instruments . If the fair value option is applied to an investment that would otherwise be accounted for under the equity method, we apply it to all our financial interests in the same entity (equity and debt, including guarantees) that are eligible items. All gains and losses from fair value changes, unrealized and realized, are presented as changes in fair values of equity and long-term investments, net on the consolidated statements of income. If we conclude that we do not have an ability to exercise significant influence over an investee, we may elect to account for the security without a readily determinable fair value using the measurement alternative under ASC Topic 312, Investments - Equity Securities . This measurement alternative allows us to measure the equity investment at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. We also invest in ISP Fund LP, which investments consist of money market funds and equity securities in the healthcare, pharmaceutical and biotechnology industries. Pursuant to the Partnership Agreement entered in December 2020, we became a limited partner of this partnership, and our contributions are subject to a 36-month lock-up period which restriction prevents us to have control and access to the contributions and related investments. These investments are classified as long-term investments on the consolidated balance sheets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Our valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. We classify these inputs into the following hierarchy: Level 1 —Quoted prices for identical instruments in active markets. Level 2 —Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 —Unobservable inputs and little, if any, market activity for the assets. Financial instruments include cash equivalents, marketable securities, receivables from collaborative arrangements, accounts payable, and accrued liabilities. Cash equivalents and marketable securities are carried at estimated fair value. The carrying values of receivables from collaborative arrangements, accounts payable, and accrued liabilities approximate their estimated fair values due to the relatively short-term nature of these instruments. |
Property and Equipment | Property and Equipment Property and equipment, which consisted of equipment, computer equipment, software, office furniture and fixtures, was immaterial as of December 31, 2021 and 2020, respectively. Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Property, equipment and leasehold improvements are depreciated using the straight-line method as follows: Leasehold improvements Shorter of remaining lease terms or useful life Equipment, furniture and fixtures 5 - 7 years Software and computer equipment 3 years |
Capitalized Fees Paid to a Related Party | Capitalized Fees Paid to a Related Party We capitalize fees paid to licensors related to agreements for approved products or commercialized products. We capitalize these fees as capitalized fees paid to a related party (“Capitalized Fees”) and amortize them on a straight-line basis over their estimated useful lives upon the commercial launch of the product, shortly after its regulatory approval. The estimated useful lives of these Capitalized Fees are determined on a country-by-country and product-by-product basis, as the later of the expiration or termination of the last patent right covering the compound in such product in such country and 15 years from first commercial sale of such product in such country, unless the Collaboration Agreement is terminated earlier. Consistent with our policy for classification of costs under the research and development collaborative arrangements, the amortization of these Capitalized Fees is recognized as a reduction of royalty revenue. We review our Capitalized Fees for impairment on a product-by-product basis for each major geographic area when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of Capitalized Fees is measured by comparing the asset’s carrying amount to the expected undiscounted future cash flows that the asset is expected to generate. The determination of recoverability typically requires various estimates and assumptions, including estimating the useful life over which cash flows will occur, their amount, and the asset’s residual value, if any. We derive the required cash flow estimates from near-term forecasted product sales and long-term projected sales in the corresponding market. |
Revenue Recognition | Revenue Recognition Revenue is recognized when our customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. Revenue is recognized through a five-step process: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price for the contract; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue as a performance obligation is satisfied. We recognize the royalty revenue on net sales of products with respect to which we have contractual royalty rights in the period in which the royalties are earned. The net sales reports provided by our partner are based on its methodology and assumptions to estimate rebates and returns, which it monitors and adjusts regularly in light of contractual and legal obligations, historical trends, past experience and projected market conditions. Our partner may make significant adjustments to its sales based on actual results recorded, which could cause our royalty revenue to fluctuate. We have the ability to conduct periodic royalty audits to evaluate the information provided by our partner. Royalties are recognized net of amortization of capitalized fees associated with any approval and launch milestone payments made to our partner. |
Fair Value of Stock-Based Compensation Awards | Fair Value of Stock‑Based Compensation Awards We use the Black-Scholes-Merton option pricing model to estimate the fair value of options granted under our equity incentive plans and rights to acquire stock granted under our employee stock purchase plan (“ESPP”). The Black-Scholes-Merton option valuation model requires the use of assumptions, including the expected term of the award and the expected stock price volatility. We use the “simplified” method as described in Staff Accounting Bulletin No. 107, “ Share-Based Payment ,” for the expected option term. We use our historical volatility to estimate expected stock price volatility. Restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) are measured based on the fair market values of the underlying stock on the dates of grant. Stock-based compensation expense is calculated based on awards ultimately expected to vest and is reduced for estimated forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differed from those estimates. Our estimated annual forfeiture rates for stock options, RSUs and RSAs are based on our historical forfeiture experience. The estimated fair value of stock options, RSUs and RSAs is expensed on a ratable or straight-line basis over the expected term of the grant or expected term of the vesting. Compensation expense is recorded over the requisite service period based on management’s best estimate as to whether it is probable that the shares awarded are expected to vest. Compensation expense for purchases under the ESPP is recognized based on the fair value of the common stock on the date of offering, less the purchase discount percentage provided for in the plan. |
Income Taxes | Income Taxes We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The recognition and measurement of tax benefits requires significant judgment. Our judgment might change as new information becomes available. We continue to evaluate our deferred tax assets each reporting period to determine whether adjustments to our valuation allowance are required and deferred tax assets will be realized based on the consideration of all available positive and negative evidence, including the differences between our anticipated and actual future operating results, using a “more likely than not” standard. We assess all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and we determine whether the factors underlying the sustainability assertion have changed and whether the amount of the recognized tax benefit is still appropriate. |
Comprehensive Income | Comprehensive Income Comprehensive income is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) consists of changes in unrealized and realized gains and losses on our marketable securities and the related tax impact of these changes. |
Related Parties | Related Parties While GSK no longer had an ownership stake in our outstanding common stock as of December 31, 2021, GSK was considered a related party during the year ended December 31, 2021 due to our collaborative arrangement with them. Transactions with GSK are described in Note 3, “Revenue Recognition and Collaborative Arrangements.” Sarissa Capital ow ned 9.5 % of o ur outstanding common stock as of December 31, 2021 . Transactions with Sarissa Capital are described in Note 4, “Consolidated Entities”. Sarissa Capital is considered to be a related party because two of its principals are members of our Board of Directors. |
Recently Adopted Accounting Standards Updates | Recently Adopted Accounting Standards Updates In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. We adopted ASU 2019-12 effective January 1, 2021. The adoption did not have a material impact on our consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements . This ASU improves the codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the codification. The ASU also improves various topics in the codification so that entities can apply guidance more consistently. The ASU is effective for fiscal years beginning after December 15, 2020. We adopted ASU 2020-10 effective January 1, 2021. The adoption did not have a material impact on our consolidated financial statements. |
Recently Issued Accounting Standards or Updates Not Yet Adopted | Recently Issued Accounting Standards or Updates Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which is intended to simplify the accounting for convertible instruments by removing certain separation models in Subtopic 470-20 for convertible instruments. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. The elimination of the separation models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument within the scope of ASU 2020-06. The ASU is effective for fiscal years beginning after December 15, 2021, and for interim periods within those fiscal years with early adoption permitted. The Company is evaluating the effect of adopting ASU 2020-06 for both of our convertible notes due in 2023 and 2025 and is currently finalizing its analysis of the financial impact of the adoption. Upon adoption, we may apply the modified retrospective method through a cumulative effect adjustment, if any, to the accumulated deficit, compute the dilutive EPS of our notes due in 2025 under the if-converted method going forward, and update our long-term debt balance on the consolidated balance sheets accordingly. |
DESCRIPTION OF OPERATIONS AND_3
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of property, equipment and leasehold improvements useful lives | Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Property, equipment and leasehold improvements are depreciated using the straight-line method as follows: Leasehold improvements Shorter of remaining lease terms or useful life Equipment, furniture and fixtures 5 - 7 years Software and computer equipment 3 years |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
NET INCOME PER SHARE | |
Schedule of computation of basic and diluted net income per share | The following table shows the computation of basic and diluted net income per share for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, (In thousands except per share data) 2021 2020 2019 Numerator: Net income attributable to Innoviva stockholders, basic $ 265,854 $ 224,402 $ 157,288 Add: interest expense on 2023 Notes 4,736 4,717 4,648 Net income attributable to Innoviva stockholders, diluted $ 270,590 $ 229,119 $ 161,936 Denominator: Weighted-average shares used to compute basic net income 82,062 101,320 101,150 Dilutive effect of 2023 Notes 12,189 12,189 12,189 Dilutive effect of options and awards granted under equity 59 45 70 Weighted-average shares used to compute diluted net income 94,310 113,554 113,409 Net income per share attributable to Innoviva stockholders Basic $ 3.24 $ 2.21 $ 1.55 Diluted $ 2.87 $ 2.02 $ 1.43 |
Schedule of anti-dilutive securities | The following common stock equivalents were not included in the computation of diluted net income per share because their effect was anti‑dilutive: Year Ended December 31, (In thousands) 2021 2020 2019 Outstanding options and awards granted under equity incentive 979 1,193 1,130 |
REVENUE RECOGNITION AND COLLA_2
REVENUE RECOGNITION AND COLLABORATIVE ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
REVENUE RECOGNITION AND COLLABORATIVE ARRANGEMENTS | |
Schedule of net revenue from collaborative arrangements | Net revenue recognized under our GSK Agreements was as follows: Year Ended December 31, (In thousands) 2021 2020 2019 Royalties from a related party $ 234,066 $ 221,536 $ 189,424 Royalties from a related party 44,935 45,992 42,625 Royalties from a related party 126,688 73,089 42,790 Total royalties from a related party 405,689 340,617 274,839 Less: amortization of capitalized ( 13,823 ) ( 13,823 ) ( 13,823 ) Royalty revenue 391,866 326,794 261,016 Strategic alliance - MABA program — 10,000 — Total net revenue from GSK $ 391,866 $ 336,794 $ 261,016 |
CONSOLIDATED ENTITIES (Tables)
CONSOLIDATED ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Theravance Respiratory Company, LLC | |
CONSOLIDATED ENTITIES | |
Schedule of Balance Sheets and Income Statements of VIE | The summarized financial information for TRC is presented as follows: Balance sheets December 31, December 31, (In thousands) 2021 2020 Assets Cash and cash equivalents $ 50,713 $ 38,081 Receivables from collaborative arrangements 42,492 24,946 Prepaid expenses and other current assets 71 — Equity and long-term investments 37,695 16,959 Total assets $ 130,971 $ 79,986 Liabilities and LLC Members’ Equity Current liabilities $ 252 $ 508 LLC members’ equity 130,719 79,478 Total liabilities and LLC members’ equity $ 130,971 $ 79,986 Income statements Year Ended December 31, (In thousands) 2021 2020 2019 Royalty revenue from a related party $ 126,688 $ 73,089 $ 42,790 Revenue from collaborative arrangements — 10,000 — Total net revenue 126,688 83,089 42,790 Operating expenses 3,956 2,612 3,380 Income from operations 122,732 80,477 39,410 Other income, net — 38 243 Changes in fair values of equity and long-term ( 1,541 ) 1,147 — Net income $ 121,191 $ 81,662 $ 39,653 |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | |
Schedule of amortized cost and estimated fair values for available-for-sale securities | The estimated fair value of available-for-sale securities is based on quoted market prices for these or similar investments that were based on prices obtained from a commercial pricing service. Available-for-sale securities are summarized below: December 31, 2021 Gross Gross Amortized Unrealized Unrealized Estimated (In thousands) Cost Gains Losses Fair Value Money market funds (1) $ 145,132 $ — $ — $ 145,132 Total $ 145,132 $ — $ — $ 145,132 (1) Money market funds are included in cash and cash equivalents on the consolidated balance sheets. December 31, 2020 Gross Gross Amortized Unrealized Unrealized Estimated (In thousands) Cost Gains Losses Fair Value Money market funds (1) $ 204,808 $ — $ — $ 204,808 Total $ 204,808 $ — $ — $ 204,808 (1) Money market funds are included in cash and cash equivalents on the consolidated balance sheets. |
Schedule of available-for-sale securities measured at fair value on a recurring basis | Our available-for-sale securities, equity and long-term investments are measured at fair value on a recurring basis and our debt is carried at amortized cost basis. The estimated fair values were as follows: Estimated Fair Value Measurements as of December 31, 2021 Using: Quoted Price Significant Significant Identical Observable Unobservable Types of Instruments Assets Inputs Inputs (In thousands) Level 1 Level 2 Level 3 Total Assets Money market funds $ 145,132 $ — $ — $ 145,132 Investments held by ISP Fund LP (1) 193,677 — 2,068 195,745 Equity investment - Armata Common Stock 88,101 — — 88,101 Equity investment - Armata Warrants — 58,595 — 58,595 Equity investment - Entasis Common Stock 62,794 — — 62,794 Equity investment - Entasis Warrants — 40,914 — 40,914 Equity investment - InCarda Warrants — — 411 411 Convertible debt investment - Gate Note — — 15,100 15,100 Total assets measured at estimated fair value $ 489,704 $ 99,509 $ 17,579 $ 606,792 Debt 2023 Notes $ — $ 261,769 $ — $ 261,769 2025 Notes — 234,498 — 234,498 Total fair value of debt $ — $ 496,267 $ — $ 496,267 (1) The investments held by ISP Fund LP, consisted of $ 192.2 million equity investments and $ 3.5 million money market funds, are subject to a 36 -month lock-up period from our initial contribution date, December 11, 2020. Estimated Fair Value Measurements as of December 31, 2020 Using: Quoted Price in Active Significant Markets for Other Significant Identical Observable Unobservable Types of Instruments Assets Inputs Inputs (In thousands) Level 1 Level 2 Level 3 Total Assets Money market funds $ 204,808 $ — $ — $ 204,808 Investments held by ISP Fund LP (1) 299,288 — — 299,288 Equity investment - Armata Common Stock 25,958 — — 25,958 Equity investment - Armata Warrants — 18,049 — 18,049 Equity investment - Entasis Common Stock 46,122 — — 46,122 Equity investment - Entasis Warrants — 31,882 — 31,882 Equity investment - InCarda Warrants — — 1,147 1,147 Total assets measured at estimated fair value $ 576,176 $ 49,931 $ 1,147 $ 627,254 Debt 2023 Notes $ — $ 239,779 $ — $ 239,779 2025 Notes — 206,135 — 206,135 Total fair value of debt $ — $ 445,914 $ — $ 445,914 (1) The investments held by ISP Fund LP, consisted of $ 14.5 million equity investments and $ 284.8 million money market funds, are subject to a 36 -month lock-up period from our initial contribution date, December 11, 2020. |
Armata | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | |
Schedule of Balance Sheets and Income Statements of VIE | Armata Pharmaceuticals, Inc. Balance Sheet Information September 30, September 30, (In thousands) 2021 2020 Current assets $ 14,178 $ 17,024 Noncurrent assets $ 28,493 $ 28,651 Current liabilities $ 5,254 $ 7,070 Noncurrent liabilities $ 13,662 $ 13,986 Income Statement Information For the twelve months For the nine months (In thousands) 2021 2020 Revenue $ 3,989 $ 319 Loss from operations $ ( 24,227 ) $ ( 15,134 ) Net loss $ ( 23,732 ) $ ( 15,557 ) |
Entasis | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | |
Schedule of Balance Sheets and Income Statements of VIE | Entasis Therapeutics Holdings, Inc. Balance Sheet Information September 30, September 30, (In thousands) 2021 2020 Current assets $ 49,746 $ 68,398 Noncurrent assets $ 1,020 $ 1,564 Current liabilities $ 9,348 $ 6,862 Noncurrent liabilities $ 183 $ 864 Income Statement Information For the twelve months For the six months (In thousands) 2021 2020 Loss from operations $ ( 52,323 ) $ ( 26,080 ) Net loss $ ( 125,413 ) $ ( 24,529 ) |
CAPITALIZED FEES PAID TO A RE_2
CAPITALIZED FEES PAID TO A RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
CAPITALIZED FEES PAID TO A RELATED PARTY | |
Schedule of capitalized fees paid to a related party | Capitalized fees paid to a related party, which consist of registrational and launch-related milestone fees paid to GSK, were as follows: December 31, (In thousands) Amortization period 2021 2020 United States 2013-2030 $ 120,000 $ 120,000 Europe 2013-2029 60,000 60,000 Japan 2013-2019 40,000 40,000 Gross carrying value 220,000 220,000 Accumulated amortization ( 108,570 ) ( 94,747 ) Net carrying value $ 111,430 $ 125,253 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | |
Schedule of stock-based compensation expense | Stock‑based compensation expense is included in the consolidated statements of income as follows: Year Ended December 31, (In thousands) 2021 2020 2019 General and administrative $ 2,017 $ 1,698 $ 2,056 |
Schedule of stock-based compensation expense included in the consolidated statements of operations by award type | Stock‑based compensation expense included in the consolidated statements of income by award type is as follows: Year Ended December 31, (In thousands) 2021 2020 2019 Stock options $ 490 $ 242 $ — RSUs 1,280 1,149 1,431 RSAs 200 273 615 ESPP 47 34 10 Total stock-based compensation expense $ 2,017 $ 1,698 $ 2,056 |
Schedule of unrecognized stock-based compensation cost | As of December 31, 2021, the unrecognized stock-based compensation cost and the estimated weighted-average amortization period were as follows: (In thousands) Unrecognized Compensation Cost Weighted-Average Amortization Period (Years) Stock options $ 1,507 2.8 RSUs 574 0.5 RSAs 327 2.6 Total unrecognized compensation expense $ 2,408 |
Summary of equity award activity and related information | The following table summarizes equity award activity under the 2012 Plan and prior plans and related information: (In thousands, except per share data) Number of outstanding options Weighted-Average Exercise Price of Outstanding Options Number of outstanding RSUs Weighted-Average Fair Value per Share at Grant Number of outstanding RSAs Weighted-Average Fair Value per Share at Grant Balance as of December 31, 2020 1,155 $ 22.28 85 $ 13.30 30 $ 14.61 Granted 116 13.28 117 12.81 19 12.44 Exercised ( 73 ) 14.69 — — — — Released RSUs/RSAs — — ( 86 ) 13.28 ( 14 ) 14.57 Forfeited ( 432 ) 23.81 — — ( 6 ) 13.80 Balance as of December 31, 2021 766 20.79 116 12.82 29 13.35 |
Summary of weighted-average assumptions used to calculate estimated value of stock options | The weighted-average assumptions used in calculating the estimated value of our stock options on the date of grant as follows: Year Ended December 31, 2021 2020 Risk-free interest rate 1.1 % 0.4 % Expected term (in years) 6.11 6.11 Volatility 44.9 % 46.9 % Dividend yield 0.0 % 0.0 % Weighted-average estimated fair value of stock options granted $ 5.84 $ 6.28 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Schedule of debt | Our debt consists of: December 31, December 31, (In thousands) 2021 2020 2023 Notes $ 240,984 $ 240,984 2025 Notes 192,500 192,500 Total debt 433,484 433,484 Unamortized debt discount and issuance costs ( 38,831 ) ( 47,967 ) Net long-term debt $ 394,653 $ 385,517 |
Summary of liability and equity components of convertible notes | Our outstanding 2025 Notes balances consisted of the following: December 31, December 31, (In thousands) 2021 2020 Liability component Principal $ 192,500 $ 192,500 Debt discount and issuance costs, net ( 38,211 ) ( 46,766 ) Net carrying amount $ 154,289 $ 145,734 Equity component, net $ 65,361 $ 65,361 |
2025 Notes | |
Debt | |
Schedule of components of interest expense | The following table sets forth total interest expense recognized related to the 2025 Notes for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, (In thousands) 2021 2020 2019 Contractual interest expense $ 4,813 $ 4,813 $ 4,813 Amortization of debt issuance costs 657 601 551 Amortization of debt discount 7,898 7,230 6,618 Total interest and amortization expense $ 13,368 $ 12,644 $ 11,982 |
Aggregate scheduled maturities of long-term debt | The aggregate scheduled maturities of our long-term debt as of December 31, 2021 are as follows: (In thousands) Years ending December 31: 2022 $ — 2023 240,984 2024 — 2025 192,500 Total $ 433,484 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of future minimum lease payments | Minimum lease payments on our corporate headquarters as of December 31, 2021 are as follows: (In thousands) Years ending December 31: 2022 $ 109 Thereafter — Total $ 109 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Schedule of components of the income tax expense | Income tax expense consists of the following: Year Ended December 31, (In thousands) 2021 2020 2019 Current State $ 7 $ 11 $ 26 Deferred Federal 70,893 60,408 41,567 State 5,539 12 309 76,432 60,420 41,876 Total income tax expense, net $ 76,439 $ 60,431 $ 41,902 |
Schedule of differences between expected U.S. federal statutory income tax to income tax expense | The impacts of the differences between the expected U.S. federal statutory income tax to our income tax expense are as follows: Year Ended December 31, (In thousands) 2021 2020 2019 Expected tax at federal statutory rate $ 93,507 $ 74,392 $ 48,908 State income tax, net of federal benefit 848 ( 26 ) 325 Federal and state research credits 1,260 — — Noncontrolling interest ( 21,626 ) ( 14,577 ) ( 7,078 ) Other 1,129 839 326 Change in valuation allowance 1,321 ( 197 ) ( 579 ) Income tax expense (benefit), net $ 76,439 $ 60,431 $ 41,902 |
Schedule of deferred tax assets and deferred tax liabilities | Significant components of our deferred tax assets and deferred tax liabilities are as follows: As of December 31, (In thousands) 2021 2020 Deferred tax assets Net operating loss carryforwards $ 64,813 $ 121,839 Research and development tax credit carryforwards 53,467 55,211 Other 743 1,100 Total deferred tax assets before valuation allowance 119,023 178,150 Valuation allowance ( 64,744 ) ( 63,423 ) Total deferred tax assets 54,279 114,727 Deferred tax liabilities Debt issuance discount and other ( 9,158 ) ( 10,596 ) Unrealized gain on investment, net ( 27,794 ) ( 10,372 ) Net deferred tax assets $ 17,327 $ 93,759 |
Summary of changes in unrecognized tax benefits | A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits are as follows: (In thousands) Unrecognized tax benefits as of December 31, 2018 $ 15,413 Gross decrease in tax portions for 2019 ( 71 ) Unrecognized tax benefits as of December 31, 2019 15,342 Net decrease in tax portions for 2020 ( 157 ) Unrecognized tax benefits as of December 31, 2020 15,185 Net decrease in tax portions for 2021 ( 313 ) Unrecognized tax benefits as of December 31, 2021 $ 14,872 |
DESCRIPTION OF OPERATIONS AND_4
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Description of Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Long-term Investments | $ 483,845,000 | $ 438,258,000 |
Isp Fund Lp [Member] | ||
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Long-term Investments | 388,000 | |
Payments to Acquire Equity Method Investments | 14,900 | |
Proceeds from Sale of Other Investments | $ 285,100 | |
Long-Acting Beta2 Agonist (LABA) Collaboration | GSK | ||
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Percentage of economic interest in any future payments made under the agreements | 15.00% | |
Long-Acting Beta2 Agonist (LABA) Collaboration | GSK | RELVAR/BREO | ||
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Royalty rate for first level of annual global net sales (as a percent) | 15.00% | |
Annual global sales level used to determine royalty rate | $ 3,000,000,000 | |
Royalty rate for sales above first level of annual global net sales (as a percent) | 5.00% | |
Long-Acting Beta2 Agonist (LABA) Collaboration | GSK | ANORO | Minimum | ||
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Royalty rate for combination products (as a percent) | 6.50% | |
Long-Acting Beta2 Agonist (LABA) Collaboration | GSK | ANORO | Maximum | ||
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Royalty rate for combination products (as a percent) | 10.00% | |
Long-Acting Beta2 Agonist (LABA) Collaboration | GSK | TRELEGY | Minimum | ||
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Royalty rate for combination products (as a percent) | 6.50% | |
Long-Acting Beta2 Agonist (LABA) Collaboration | GSK | TRELEGY | Maximum | ||
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Royalty rate for combination products (as a percent) | 10.00% |
DESCRIPTION OF OPERATIONS AND_5
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment | ||
Property and equipment, net | $ 12 | $ 28 |
Capitalized Fees Paid to a Related Party | ||
Capitalized fees paid to a related party, useful life | 15 years | |
Equipment, furniture and fixtures | Minimum | ||
Property and Equipment | ||
Estimated useful life | 5 years | |
Equipment, furniture and fixtures | Maximum | ||
Property and Equipment | ||
Estimated useful life | 7 years | |
Software and computer equipment | ||
Property and Equipment | ||
Estimated useful life | 3 years |
DESCRIPTION OF OPERATIONS AND_6
DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Related Party Transactions (Details) | Dec. 31, 2021 |
Sarissa Capital | |
Related Parties | |
Percentage of common stock owned by a related party | 9.50% |
NET INCOME PER SHARE - (Details
NET INCOME PER SHARE - (Details) - Percent2.50 Convertible Debt Member - Senior Unsecured Convertible Notes [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Dilutive effect of the assumed conversion premium | 0 | 0 | 0 |
Common Stock [Member] | |||
Debt Instrument [Line Items] | |||
Conversion price (dollars per share) | $ 17.26 |
NET INCOME PER SHARE - Basic an
NET INCOME PER SHARE - Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 07, 2017 | |
Numerator: | ||||
Net income attributable to Innoviva stockholders, basic | $ 265,854 | $ 224,402 | $ 157,288 | |
Add: interest expense on 2023 Notes | 4,736 | 4,717 | 4,648 | |
Net income attributable to Innoviva stockholders, diluted | $ 270,590 | $ 229,119 | $ 161,936 | |
Denominator: | ||||
Weighted-average shares used to compute basic net income per share attributable to Innoviva stockholders | 82,062 | 101,320 | 101,150 | |
Dilutive effect of 2023 Notes | 12,189 | 12,189 | 12,189 | |
Dilutive effect of options and awards granted under equity incentive plan and employee stock purchase plan | 59 | 45 | 70 | |
Weighted-average shares used to compute diluted net income per share attributable to Innoviva stockholders | 94,310 | 113,554 | 113,409 | |
Net income per share attributable to Innoviva stockholders | ||||
Basic net income per share | $ 3.24 | $ 2.21 | $ 1.55 | |
Diluted net income per share | $ 2.87 | $ 2.02 | $ 1.43 | |
Convertible senior notes | 2025 Notes | Common stock | ||||
Net Income Per Share | ||||
Conversion price of convertible notes into common stock (in dollars per share) | $ 17.26 |
NET INCOME PER SHARE - Anti-Dil
NET INCOME PER SHARE - Anti-Dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity incentive plans and ESPP | |||
Anti-Dilutive Securities | |||
Anti-dilutive securities (in shares) | 979,000 | 1,193,000 | 1,130,000 |
REVENUE RECOGNITION AND COLLA_3
REVENUE RECOGNITION AND COLLABORATIVE ARRANGEMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2014 | |
Revenue Recognition and Collaborative Arrangements | ||||
Total net revenue | $ 391,866 | $ 336,794 | $ 261,016 | |
Strategic alliance - MABA program | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Revenue recognized upon termination of contract | 10,000 | |||
Royalty revenue from a related party | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Total net revenue | 391,866 | 326,794 | 261,016 | |
Revenue from collaborative arrangements | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Total net revenue | 0 | 10,000 | 0 | |
GSK | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Total net revenue | 391,866 | 336,794 | 261,016 | |
Milestone fees paid | $ 220,000 | 220,000 | ||
GSK | Long-Acting Beta2 Agonist (LABA) Collaboration | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Milestone fees paid | $ 220,000 | |||
Percentage of economic interest in any future payments made under the agreements | 15.00% | |||
GSK | Royalty revenue from a related party | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Gross Revenue from Contract with Customer, Excluding Assessed Tax, Before Amortization Of Capitalized Fees | $ 405,689 | 340,617 | 274,839 | |
Less: amortization of capitalized fees paid to a related party | (13,823) | (13,823) | (13,823) | |
Total net revenue | 391,866 | 326,794 | 261,016 | |
GSK | RELVAR/BREO | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Gross Revenue from Contract with Customer, Excluding Assessed Tax, Before Amortization Of Capitalized Fees | $ 234,066 | 221,536 | 189,424 | |
GSK | RELVAR/BREO | Long-Acting Beta2 Agonist (LABA) Collaboration | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Royalty rate for first level of annual global net sales (as a percent) | 15.00% | |||
Annual global sales level used to determine royalty rate | $ 3,000,000 | |||
Royalty rate for sales above first level of annual global net sales (as a percent) | 5.00% | |||
GSK | ANORO | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Gross Revenue from Contract with Customer, Excluding Assessed Tax, Before Amortization Of Capitalized Fees | $ 44,935 | 45,992 | 42,625 | |
GSK | ANORO | Long-Acting Beta2 Agonist (LABA) Collaboration | Minimum | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Royalty rate for combination products (as a percent) | 6.50% | |||
GSK | ANORO | Long-Acting Beta2 Agonist (LABA) Collaboration | Maximum | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Royalty rate for combination products (as a percent) | 10.00% | |||
GSK | TRELEGY | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Gross Revenue from Contract with Customer, Excluding Assessed Tax, Before Amortization Of Capitalized Fees | $ 126,688 | 73,089 | 42,790 | |
GSK | TRELEGY | Long-Acting Beta2 Agonist (LABA) Collaboration | Minimum | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Royalty rate for combination products (as a percent) | 6.50% | |||
GSK | TRELEGY | Long-Acting Beta2 Agonist (LABA) Collaboration | Maximum | ||||
Revenue Recognition and Collaborative Arrangements | ||||
Royalty rate for combination products (as a percent) | 10.00% | |||
GSK | Revenue from collaborative arrangements | Strategic alliance - MABA program | ||||
Revenue Recognition and Collaborative Arrangements | ||||
strategic alliance - MABA program | $ 0 | $ 10,000 | $ 0 |
CONSOLIDATED ENTITIES - Therava
CONSOLIDATED ENTITIES - Theravance Respiratory Company, LLC (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets | |||
Cash and cash equivalents | $ 201,525 | $ 246,487 | |
Receivables from collaborative arrangements | 110,711 | 93,931 | |
Prepaid expenses and other current assets | 1,437 | 1,640 | |
Equity and long-term investments | 483,845 | 438,258 | |
Total assets | 926,395 | 999,570 | |
Liabilities and Stockholders Equity | |||
Current liabilities | 5,807 | 6,110 | |
Total liabilities and stockholders' equity | 926,395 | 999,570 | |
Income statements | |||
Total net revenue | 391,866 | 336,794 | $ 261,016 |
Operating expenses | 16,763 | 15,671 | 14,656 |
Income from operations | 375,103 | 321,123 | 246,360 |
Other income, net | (3,626) | (348) | (345) |
Changes in fair values of equity and long-term investments | 91,030 | 50,277 | 0 |
Net income | 368,837 | 293,814 | 190,993 |
Royalty revenue from a related party | |||
Income statements | |||
Total net revenue | 391,866 | 326,794 | 261,016 |
Revenue from collaborative arrangements | |||
Income statements | |||
Total net revenue | 0 | 10,000 | 0 |
Theravance Respiratory Company, LLC | |||
Assets | |||
Receivables from collaborative arrangements | 42,492 | 24,946 | |
Prepaid expenses and other current assets | 71 | 0 | |
Equity and long-term investments | 37,695 | 16,959 | |
Total assets | 130,971 | 79,986 | |
Liabilities and Stockholders Equity | |||
LLC members' equity | 130,719 | 79,478 | |
Total liabilities and stockholders' equity | 130,971 | 79,986 | |
Income statements | |||
Total net revenue | 126,688 | 83,089 | 42,790 |
Operating expenses | 3,956 | 2,612 | 3,380 |
Income from operations | 122,732 | 80,477 | 39,410 |
Other income, net | 0 | 38 | 243 |
Changes in fair values of equity and long-term investments | (1,541) | 1,147 | 0 |
Net income | 121,191 | 81,662 | 39,653 |
Theravance Respiratory Company, LLC | Royalty revenue from a related party | |||
Income statements | |||
Total net revenue | 73,089 | 42,790 | |
Theravance Respiratory Company, LLC | Revenue from collaborative arrangements | |||
Income statements | |||
Total net revenue | $ 0 | $ 10,000 | $ 0 |
CONSOLIDATED ENTITIES - Pulmoqu
CONSOLIDATED ENTITIES - Pulmoquine Therapeutics, Inc. (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED ENTITIES | |||||
Total assets | $ 926,395 | $ 999,570 | |||
Cash balance | 201,525 | 246,487 | |||
Total operating expenses | 16,763 | 15,671 | $ 14,656 | ||
Pulmoquine Therapeutics, Inc. | |||||
CONSOLIDATED ENTITIES | |||||
Proceeds from net distribution on dissolution of Pulmoquine | $ 2,400 | ||||
Total assets | 0 | 3,500 | |||
Net loss | 500 | 2,200 | |||
Total operating expenses | $ 700 | $ 2,000 | |||
Pulmoquine Therapeutics, Inc. | Series A preferred stock | |||||
CONSOLIDATED ENTITIES | |||||
Securities to be purchased | 5,808,550 | ||||
Securities Purchase Agreement, Amount | $ 5,000 |
CONSOLIDATED ENTITIES - ISP Fun
CONSOLIDATED ENTITIES - ISP Fund LP (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2021 | |
CONSOLIDATED ENTITIES | ||||
Initial contribution | $ 66,278 | $ 87,981 | $ 0 | |
Total assets | 926,395 | 999,570 | ||
Unrealized loss on equity investments | 89,309 | 50,277 | 0 | |
Realized gain on equity investments | 91,030 | 50,277 | $ 0 | |
ISP Fund LP | ||||
CONSOLIDATED ENTITIES | ||||
Contributed to partnership for investing | $ 300,000 | |||
Distribution from partnership | $ 110,000 | |||
Economic interest of the Partnership (in percent) | 100.00% | |||
Total assets | 195,800 | $ 299,300 | ||
Investment-related expenses, net of investment-related income | 3,600 | 400 | ||
Unrealized loss on equity investments | 2,400 | 400 | ||
Payment for management and annual performance incentive fees | $ 3,100 | $ 200 | ||
Lock-up period | 36 months | |||
Investment Income, Interest and Dividend | $ 1,800 | |||
Realized gain on equity investments | $ 10,500 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Equity Investment in Armata (Details) - Armata $ / shares in Units, $ in Millions | Oct. 28, 2021USD ($)shares | Jan. 26, 2021USD ($)shares | Mar. 31, 2021Tranche | Mar. 31, 2020USD ($)shares | Dec. 31, 2021USD ($)Director$ / shares | Dec. 31, 2020USD ($)$ / shares |
Equity Investment | ||||||
Number of Investee's Board members currently representing the Company | Director | 3 | |||||
Number of the Investee's Board members | Director | 8 | |||||
Equity investment ownership percentage | 59.60% | 59.30% | 46.60% | |||
Unrealized gain from fair value changes in equity investments | $ 78.7 | $ 19 | ||||
Percentage of maximum voting rights | 49.50% | |||||
Innoviva Strategic Opportunities, LLC | ||||||
Equity Investment | ||||||
Number of tranches | Tranche | 2 | |||||
Common Stock And Warrants [Member] | ||||||
Equity Investment | ||||||
Amount of securities purchase agreement | $ 25 | |||||
Equity and long-term investments at fair value | $ 146.7 | 44 | ||||
Common Stock And Warrants [Member] | Innoviva Strategic Opportunities, LLC | ||||||
Equity Investment | ||||||
Amount of securities purchase agreement | $ 20 | |||||
Common stock | ||||||
Equity Investment | ||||||
Number of shares to be purchased under the securities purchase agreement | shares | 1,212,122 | |||||
Number of shares to be purchased under the securities purchase agreement | shares | 8,710,800 | |||||
Amount of securities purchase agreement | $ 4 | |||||
Equity and long-term investments at fair value | $ 88.1 | $ 26 | ||||
Common stock | Innoviva Strategic Opportunities, LLC | ||||||
Equity Investment | ||||||
Number of shares to be purchased under the securities purchase agreement | shares | 6,153,847 | |||||
Warrants | ||||||
Equity Investment | ||||||
Maximum number of additional shares into which warrants may be converted under the securities purchase agreement | shares | 8,710,800 | |||||
Exercise price of warrants | $ / shares | $ 2.87 | |||||
Term of warrants | 5 years | |||||
Equity and long-term investments at fair value | $ 58.6 | $ 18 | ||||
Maximum number of additional shares into which warrants may be converted under the securities purchase agreement | shares | 8,710,800 | |||||
Warrants | Innoviva Strategic Opportunities, LLC | ||||||
Equity Investment | ||||||
Number of warrants to be purchased under the securities purchase agreement | shares | 6,153,847 | |||||
Warrants purchased in 2021 | ||||||
Equity Investment | ||||||
Exercise price of warrants | $ / shares | $ 3.25 |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Equity Investment in Entasis (Details) - Entasis $ / shares in Units, $ in Millions | May 03, 2021USD ($)shares | Jun. 30, 2021Tranche$ / shares | Sep. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)Director | Dec. 31, 2020USD ($) |
Equity Investment | ||||||
Number of tranches | Tranche | 2 | |||||
Number of investee's board members which may be designated by the Company | Director | 2 | |||||
Number of the Company's Board Members Currently Serving on the Board of Investee | Director | 0 | |||||
Number of the Investee's Board members | Director | 6 | |||||
Equity investment ownership percentage | 59.90% | 51.00% | ||||
Exercise price of warrants | $ / shares | $ 2 | |||||
Unrealized gain from fair value changes in equity investments | $ 5.7 | $ 30.5 | ||||
Common stock and warrants | ||||||
Equity Investment | ||||||
Amount of securities purchase agreement | $ 12.5 | $ 35 | ||||
Equity and long-term investments at fair value | 103.7 | 78 | ||||
Common stock | ||||||
Equity Investment | ||||||
Number of shares to be purchased under the securities purchase agreement | shares | 10,000,000 | 4,672,897 | 14,000,000 | |||
Amount of securities purchase agreement | $ 20 | |||||
Equity and long-term investments at fair value | 62.8 | $ 46.1 | ||||
Warrants | ||||||
Equity Investment | ||||||
Number of shares to be purchased under the securities purchase agreement | shares | 10,000,000 | |||||
Maximum number of additional shares into which warrants may be converted under the securities purchase agreement | shares | 14,000,000 | |||||
Exercise price of warrants | $ / shares | $ 2.675 | $ 2.50 | ||||
Term of warrants | 5 years | |||||
Equity and long-term investments at fair value | $ 40.9 | $ 31.9 |
FINANCIAL INSTRUMENTS AND FAI_5
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Equity Investment in InCarda (Details) | Oct. 06, 2020USD ($) | Sep. 30, 2021 | Sep. 30, 2020USD ($)shares | Dec. 31, 2021USD ($)Director$ / shares | Dec. 31, 2020USD ($) |
Equity Investment | |||||
Equity and long-term investments | $ 483,845,000 | $ 438,258,000 | |||
InCarda | |||||
Equity Investment | |||||
Number of Investee's Board members currently representing the Company | Director | 1 | ||||
Number of the Investee's Board members | Director | 8 | ||||
Equity investment ownership percentage | 13.00% | 13.40% | |||
InCarda | Series C preferred stock and warrants | |||||
Equity Investment | |||||
Securities Purchase Agreement, Amount | $ 15,800,000 | ||||
Amount of securities purchase agreement | $ 15,800,000 | ||||
Unrealized gain from fair value changes in equity investments | $ 1,100,000 | ||||
InCarda | Series C preferred stock | |||||
Equity Investment | |||||
Number of shares to be purchased under the securities purchase agreement | shares | 20,469,432 | ||||
Securities Purchase Agreement, Amount | $ 800,000 | ||||
Amount of securities purchase agreement | $ 800,000 | ||||
Equity and long-term investments | $ 15,800,000 | 15,800,000 | |||
Unrealized loss from fair value changes in equity investments | (700,000) | ||||
Impairment of equity investments | $ 0 | 0 | |||
InCarda | Warrants | |||||
Equity Investment | |||||
Maximum number of additional shares into which warrants may be converted under the securities purchase agreement | shares | 5,117,358 | ||||
Exercise price of warrants | $ / shares | $ 0.7328 | ||||
Extended Expiration Date | Mar. 31, 2022 | ||||
Equity and long-term investments at fair value | $ 400,000 | $ 1,100,000 |
FINANCIAL INSTRUMENTS AND FAI_6
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Equity Investment in ImaginAb (Details) - ImaginAb $ in Millions | Mar. 18, 2021USD ($)shares | Dec. 31, 2021USD ($)Director |
Equity Investment | ||
Payments of Stock Issuance Costs | $ 0.4 | |
Number of Investee's Board members currently representing the Company | Director | 1 | |
Number of the Investee's Board members | Director | 5 | |
Equity investment ownership percentage | 14.50% | |
Equity and long-term investments at fair value | $ 6.4 | |
Series C Preferred Stock [Member] | ||
Equity Investment | ||
Securities to be purchased | shares | 4,051,724 | |
Amount of securities purchase agreement | $ 4.7 | |
Common Stock [Member] | One Of Imaginabs Common Stockholder [Member] | ||
Equity Investment | ||
Securities to be purchased | shares | 4,097,157 | |
Amount of securities purchase agreement | $ 1.3 |
FINANCIAL INSTRUMENTS AND FAI_7
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Convertible Promissory Note in Gate Neurosciences (Details) - USD ($) $ in Thousands | Nov. 24, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Number of common stock issued description | The number of common stock shares to be issued in a qualified event shall be equal to the amount due on the conversion date divided by the lesser of a capped conversion price (the "Capped Conversion Price") and the qualified event price (the "Qualified Event Price"). The Capped Conversion Price is calculated as $50.0 million divided by the number of common stock outstanding at such time on a fully diluted basis. The Qualified Event Price is the price per share determined by the qualified event. A qualified financing is a sale or series of sales of preferred stock where (i) at least 50 percent of counterparties are not existing shareholders, (ii) net proceeds to Gate are at least $35.0 million, and (iii) the stated or implied equity valuation of Gate is at least $80.0 million. Shadow Preferred means preferred stock having identical rights, preferences and restrictions as the preferred stock that would be issued in a qualified financing. | ||
Long-term Investments | $ 483,845 | $ 438,258 | |
Gate Neuroscience [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument Transaction Cost | 900 | ||
Unrealized loss from fair value changes in equity investments | 800 | ||
Long-term Investments | $ 15,900 | ||
Gate Neuroscience [Member] | Common Stock [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||
Convertible Promissory Note Purchase Agreement [Member] | Gate Neuroscience [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Principal Payment | $ 15,000 |
FINANCIAL INSTRUMENTS AND FAI_8
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Summarized Financial Data (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance Sheet Information | ||||||
Current assets | $ 313,673 | $ 342,058 | ||||
Current liabilities | 5,807 | 6,110 | ||||
Income Statement Information | ||||||
Total revenue | 391,866 | 336,794 | $ 261,016 | |||
Loss from operations | 375,103 | 321,123 | 246,360 | |||
Net loss | $ 368,837 | $ 293,814 | $ 190,993 | |||
Armata | ||||||
Balance Sheet Information | ||||||
Current assets | $ 17,024 | $ 17,024 | $ 14,178 | |||
Noncurrent assets | 28,651 | 28,651 | 28,493 | |||
Current liabilities | 7,070 | 7,070 | 5,254 | |||
Noncurrent liabilities | 13,986 | 13,986 | 13,662 | |||
Income Statement Information | ||||||
Total revenue | 319 | 3,989 | ||||
Loss from operations | (15,134) | (24,227) | ||||
Net loss | (15,557) | (23,732) | ||||
Entasis | ||||||
Balance Sheet Information | ||||||
Current assets | 68,398 | 68,398 | 49,746 | |||
Noncurrent assets | 1,564 | 1,564 | 1,020 | |||
Current liabilities | 6,862 | 6,862 | 9,348 | |||
Noncurrent liabilities | 864 | $ 864 | 183 | |||
Income Statement Information | ||||||
Loss from operations | (26,080) | (52,323) | ||||
Net loss | $ (24,529) | $ (125,413) |
FINANCIAL INSTRUMENTS AND FAI_9
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Available-for-Sale Securities | ||
Amortized Cost | $ 145,132 | $ 204,808 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 145,132 | 204,808 |
Credit loss | 0 | |
Money market funds | ||
Available-for-Sale Securities | ||
Amortized Cost | 145,132 | 204,808 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 145,132 | $ 204,808 |
FINANCIAL INSTRUMENTS AND FA_10
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 11, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
ISP Fund LP | |||
Debt | |||
Lock-up period | 36 months | ||
Money market funds | ISP Fund LP | |||
Assets | |||
Total assets measured at estimated fair value | $ 3,500 | $ 284,800 | |
Equity investment | ISP Fund LP | |||
Assets | |||
Total assets measured at estimated fair value | 192,200 | 14,500 | |
Recurring basis | |||
Assets | |||
Total assets measured at estimated fair value | 606,792 | 627,254 | |
Recurring basis | Money market funds | |||
Assets | |||
Total assets measured at estimated fair value | 145,132 | 204,808 | |
Recurring basis | Equity investments and Money market funds | ISP Fund LP | |||
Assets | |||
Total assets measured at estimated fair value | 195,745 | 299,288 | |
Recurring basis | Quoted Price in Active Markets for Identical Assets, Level 1 | |||
Assets | |||
Total assets measured at estimated fair value | 489,704 | 576,176 | |
Recurring basis | Quoted Price in Active Markets for Identical Assets, Level 1 | Money market funds | |||
Assets | |||
Total assets measured at estimated fair value | 145,132 | 204,808 | |
Recurring basis | Quoted Price in Active Markets for Identical Assets, Level 1 | Equity investments and Money market funds | ISP Fund LP | |||
Assets | |||
Total assets measured at estimated fair value | 193,677 | 299,288 | |
Recurring basis | Significant Other Observable Inputs, Level 2 | |||
Assets | |||
Total assets measured at estimated fair value | 99,509 | 49,931 | |
Recurring basis | Significant Other Observable Inputs, Level 2 | Money market funds | |||
Assets | |||
Total assets measured at estimated fair value | 0 | 0 | |
Recurring basis | Significant Other Observable Inputs, Level 2 | Equity investments and Money market funds | ISP Fund LP | |||
Assets | |||
Total assets measured at estimated fair value | 0 | 0 | |
Recurring basis | Significant Unobservable Inputs, Level 3 | |||
Assets | |||
Total assets measured at estimated fair value | 17,579 | 1,147 | |
Recurring basis | Significant Unobservable Inputs, Level 3 | Money market funds | |||
Assets | |||
Total assets measured at estimated fair value | 0 | 0 | |
Recurring basis | Significant Unobservable Inputs, Level 3 | Equity investments and Money market funds | ISP Fund LP | |||
Assets | |||
Total assets measured at estimated fair value | 2,068 | 0 | |
Nonrecurring basis | Debt | |||
Debt | |||
2023 Notes | 261,769 | 239,779 | |
2025 Notes | 234,498 | 206,135 | |
Total fair value of debt | 496,267 | 445,914 | |
Nonrecurring basis | Quoted Price in Active Markets for Identical Assets, Level 1 | Debt | |||
Debt | |||
2023 Notes | 0 | 0 | |
2025 Notes | 0 | 0 | |
Total fair value of debt | 0 | 0 | |
Nonrecurring basis | Significant Other Observable Inputs, Level 2 | Debt | |||
Debt | |||
2023 Notes | 261,769 | 239,779 | |
2025 Notes | 234,498 | 206,135 | |
Total fair value of debt | 496,267 | 445,914 | |
Nonrecurring basis | Significant Unobservable Inputs, Level 3 | Debt | |||
Debt | |||
2023 Notes | 0 | 0 | |
2025 Notes | 0 | 0 | |
Total fair value of debt | 0 | 0 | |
Armata | Recurring basis | Equity investment | Common stock | |||
Assets | |||
Total assets measured at estimated fair value | 88,101 | 25,958 | |
Armata | Recurring basis | Equity investment | Warrants | |||
Assets | |||
Total assets measured at estimated fair value | 58,595 | 18,049 | |
Armata | Recurring basis | Quoted Price in Active Markets for Identical Assets, Level 1 | Equity investment | Common stock | |||
Assets | |||
Total assets measured at estimated fair value | 88,101 | 25,958 | |
Armata | Recurring basis | Quoted Price in Active Markets for Identical Assets, Level 1 | Equity investment | Warrants | |||
Assets | |||
Total assets measured at estimated fair value | 0 | 0 | |
Armata | Recurring basis | Significant Other Observable Inputs, Level 2 | Equity investment | Common stock | |||
Assets | |||
Total assets measured at estimated fair value | 0 | 0 | |
Armata | Recurring basis | Significant Other Observable Inputs, Level 2 | Equity investment | Warrants | |||
Assets | |||
Total assets measured at estimated fair value | 58,595 | 18,049 | |
Armata | Recurring basis | Significant Unobservable Inputs, Level 3 | Equity investment | Common stock | |||
Assets | |||
Total assets measured at estimated fair value | 0 | 0 | |
Armata | Recurring basis | Significant Unobservable Inputs, Level 3 | Equity investment | Warrants | |||
Assets | |||
Total assets measured at estimated fair value | 0 | 0 | |
Entasis | Recurring basis | Equity investment | Common stock | |||
Assets | |||
Total assets measured at estimated fair value | 62,794 | 46,122 | |
Entasis | Recurring basis | Equity investment | Warrants | |||
Assets | |||
Total assets measured at estimated fair value | 40,914 | 31,882 | |
Entasis | Recurring basis | Quoted Price in Active Markets for Identical Assets, Level 1 | Equity investment | Common stock | |||
Assets | |||
Total assets measured at estimated fair value | 62,794 | 46,122 | |
Entasis | Recurring basis | Quoted Price in Active Markets for Identical Assets, Level 1 | Equity investment | Warrants | |||
Assets | |||
Total assets measured at estimated fair value | 0 | 0 | |
Entasis | Recurring basis | Significant Other Observable Inputs, Level 2 | Equity investment | Common stock | |||
Assets | |||
Total assets measured at estimated fair value | 0 | ||
Entasis | Recurring basis | Significant Other Observable Inputs, Level 2 | Equity investment | Warrants | |||
Assets | |||
Total assets measured at estimated fair value | 40,914 | 31,882 | |
Entasis | Recurring basis | Significant Unobservable Inputs, Level 3 | Equity investment | Common stock | |||
Assets | |||
Total assets measured at estimated fair value | 0 | 0 | |
Entasis | Recurring basis | Significant Unobservable Inputs, Level 3 | Equity investment | Warrants | |||
Assets | |||
Total assets measured at estimated fair value | 0 | 0 | |
InCarda | Recurring basis | Equity investment | Warrants | |||
Assets | |||
Total assets measured at estimated fair value | 411 | 1,147 | |
InCarda | Recurring basis | Quoted Price in Active Markets for Identical Assets, Level 1 | Equity investment | Warrants | |||
Assets | |||
Total assets measured at estimated fair value | 0 | 0 | |
InCarda | Recurring basis | Significant Other Observable Inputs, Level 2 | Equity investment | Warrants | |||
Assets | |||
Total assets measured at estimated fair value | 0 | 0 | |
InCarda | Recurring basis | Significant Unobservable Inputs, Level 3 | Equity investment | Warrants | |||
Assets | |||
Total assets measured at estimated fair value | 411 | $ 1,147 | |
Gate Neurosciences | Recurring basis | Convertible debt investment | |||
Assets | |||
Total assets measured at estimated fair value | 15,100 | ||
Gate Neurosciences | Recurring basis | Significant Unobservable Inputs, Level 3 | Convertible debt investment | |||
Assets | |||
Total assets measured at estimated fair value | $ 15,100 |
CAPITALIZED FEES PAID TO A RE_3
CAPITALIZED FEES PAID TO A RELATED PARTY (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Capitalized Fees paid to a Related Party | |||
Net carrying value | $ 111,430 | $ 125,253 | |
Weighted average remaining amortization period | 8 years 1 month 6 days | ||
Capitalized Fees paid to a Related Party, Future amortization | |||
Estimated amortization expense for the year 2022 | $ 13,800 | ||
Estimated amortization expense for the year 2023 | 13,800 | ||
Estimated amortization expense for the year 2024 | 13,800 | ||
Estimated amortization expense for the year 2025 | 13,800 | ||
Estimated amortization expense for the year 2026 | 13,800 | ||
Estimated amortization expense after 2026 | 42,300 | ||
GSK | |||
Capitalized Fees paid to a Related Party | |||
Gross carrying value | 220,000 | 220,000 | |
Accumulated amortization | (108,570) | (94,747) | |
Net carrying value | 111,430 | 125,253 | |
GSK | Royalty revenue from a related party | |||
Capitalized Fees paid to a Related Party | |||
Amortization expense | 13,823 | 13,823 | $ 13,823 |
GSK | United States | |||
Capitalized Fees paid to a Related Party | |||
Gross carrying value | 120,000 | 120,000 | |
GSK | Europe | |||
Capitalized Fees paid to a Related Party | |||
Gross carrying value | 60,000 | 60,000 | |
GSK | Japan | |||
Capitalized Fees paid to a Related Party | |||
Gross carrying value | $ 40,000 | $ 40,000 |
STOCK-BASED COMPENSATION - 2012
STOCK-BASED COMPENSATION - 2012 Plan and ESPP (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)Itemshares | |
2012 Equity Incentive Plan | |
Stock-based compensation | |
Shares remaining available for issuance | 4,978,521 |
ESPP | |
Stock-based compensation | |
Purchase price as a percentage of fair market value of stock | 85.00% |
Total duration of consecutive and overlapping offering periods | 24 months |
Number of offering periods | Item | 4 |
Duration of purchase period | 6 months |
Maximum contributions as a percentage of employee's eligible compensation | 15.00% |
Maximum number of shares an employee may purchase during any purchase period | 2,500 |
Maximum value of shares an employee may purchase in a calendar year | $ | $ 25,000 |
Shares remaining available for issuance | 171,827 |
STOCK-BASED COMPENSATION - Dire
STOCK-BASED COMPENSATION - Director Compensation Program (Details) - RSUs - Non-employee director | 1 Months Ended | ||
Oct. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016Installment | |
Stock-based compensation | |||
One time grant of shares, value | $ 125,000,000 | $ 250,000,000 | |
Pro rata shares grant, value | 225,000,000 | 250,000,000 | |
Number of annual installments | Installment | 2 | ||
Annual grant of shares, value | $ 225,000 | $ 250,000 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based compensation | |||
Total stock-based compensation expense | $ 2,017 | $ 1,698 | $ 2,056 |
Unrecognized compensation cost | 2,408 | ||
ESPP | |||
Stock-based compensation | |||
Total stock-based compensation expense | 47 | 34 | 10 |
Stock options | |||
Stock-based compensation | |||
Total stock-based compensation expense | 490 | 242 | 0 |
Unrecognized compensation cost | $ 1,507 | ||
Weighted-Average Amortization Period (Years) | 2 years 9 months 18 days | ||
RSUs | |||
Stock-based compensation | |||
Total stock-based compensation expense | $ 1,280 | 1,149 | 1,431 |
Unrecognized compensation cost | $ 574 | ||
Weighted-Average Amortization Period (Years) | 6 months | ||
RSAs | |||
Stock-based compensation | |||
Total stock-based compensation expense | $ 200 | 273 | 615 |
Unrecognized compensation cost | $ 327 | ||
Weighted-Average Amortization Period (Years) | 2 years 7 months 6 days | ||
General and administrative | |||
Stock-based compensation | |||
Total stock-based compensation expense | $ 2,017 | $ 1,698 | $ 2,056 |
STOCK-BASED COMPENSATION - Comp
STOCK-BASED COMPENSATION - Compensation Awards (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock options | |||
Number of outstanding options | |||
Balance at the beginning of the period (in shares) | 1,155 | ||
Granted (in shares) | 116 | 0 | |
Exercised (in shares) | (73) | ||
Released RSUs/RSAs (in shares) | 0 | ||
Forfeited (in shares) | (432) | ||
Balance at the end of the period (in shares) | 766 | 1,155 | |
Weighted-Average Exercise Price of Outstanding Options | |||
Balance at the beginning of the period (in dollars per share) | $ 22.28 | ||
Granted (in dollars per share) | 13.28 | ||
Exercised (in dollars per share) | 14.69 | ||
Released RSUs/RSAs (in shares) | 0 | ||
Forfeited (in dollars per share) | 23.81 | ||
Balance at the end of the period (in dollars per share) | $ 20.79 | $ 22.28 | |
Additional disclosures | |||
Aggregate intrinsic value of options outstanding | $ 1.3 | ||
Aggregate intrinsic value of options exercisable | $ 0.3 | ||
Weighted average remaining contractual term of options exercisable | 4 years 5 months 4 days | ||
Total intrinsic value of options exercised | $ 0.2 | $ 0.1 | $ 0.2 |
Total estimated fair value of options vested | $ 0.6 | $ 0 | 0 |
RSUs | |||
Number of outstanding RSUs and PSUs/RSAs and PSAs | |||
Balance at the beginning of the period (in shares) | 85 | ||
Granted (in shares) | 117 | ||
Exercised (in shares) | 0 | ||
Released RSUs and RSAs (in shares) | (86) | ||
Forfeited (in shares) | 0 | ||
Balance at the end of the period (in shares) | 116 | 85 | |
Weighted-Average Fair Value per Share at Grant | |||
Balance at the beginning of the period (in dollars per share) | $ 13.30 | ||
Granted (in dollars per share) | 12.81 | ||
Exercised (in dollars per share) | 0 | ||
Released RSUs and RSAs (in dollars per share) | 13.28 | ||
Forfeited (in dollars per share) | 0 | ||
Balance at the end of the period (in dollars per share) | $ 12.82 | $ 13.30 | |
Additional disclosures | |||
Total estimated fair value of equity instruments vested | $ 1.1 | $ 1.3 | 1.4 |
RSAs | |||
Number of outstanding RSUs and PSUs/RSAs and PSAs | |||
Balance at the beginning of the period (in shares) | 30 | ||
Granted (in shares) | 19 | ||
Exercised (in shares) | 0 | ||
Released RSUs and RSAs (in shares) | (14) | ||
Forfeited (in shares) | (6) | ||
Balance at the end of the period (in shares) | 29 | 30 | |
Weighted-Average Fair Value per Share at Grant | |||
Balance at the beginning of the period (in dollars per share) | $ 14.61 | ||
Granted (in dollars per share) | 12.44 | ||
Exercised (in dollars per share) | 0 | ||
Released RSUs and RSAs (in dollars per share) | 14.57 | ||
Forfeited (in dollars per share) | 13.80 | ||
Balance at the end of the period (in dollars per share) | $ 13.35 | $ 14.61 | |
Additional disclosures | |||
Total estimated fair value of equity instruments vested | $ 0.2 | $ 0.6 | $ 0.9 |
STOCK-BASED COMPENSATION - Valu
STOCK-BASED COMPENSATION - Valuation Assumptions (Details) - Stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Assumptions | |||
Granted (in shares) | 116 | 0 | |
Weighted-average | |||
Valuation Assumptions | |||
Risk-free interest rate | 1.10% | 0.40% | |
Expected term (in years) | 6 years 1 month 9 days | 6 years 1 month 9 days | |
Volatility | 44.90% | 46.90% | |
Dividend yield | 0.00% | 0.00% | |
Weighted-average estimated fair value of shares granted (in dollars per share) | $ 5.84 | $ 6.28 |
DEBT - Summary (Details)
DEBT - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt | ||
Total debt | $ 433,484 | $ 433,484 |
Unamortized debt discount and issuance costs | (38,831) | (47,967) |
Net long-term debt | 394,653 | 385,517 |
2023 Notes | Convertible subordinated notes | ||
Debt | ||
Total debt | 240,984 | 240,984 |
2025 Notes | Convertible senior notes | ||
Debt | ||
Total debt | 192,500 | 192,500 |
Unamortized debt discount and issuance costs | $ (38,211) | $ (46,766) |
DEBT - Convertible Senior Notes
DEBT - Convertible Senior Notes (Details) $ / shares in Units, $ in Thousands | Aug. 07, 2017USD ($)$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 01, 2017$ / shares |
Liability component | |||||
Principal | $ 433,484 | $ 433,484 | |||
Unamortized debt discount and issuance costs | (38,831) | (47,967) | |||
Common stock | |||||
Debt | |||||
Share Price | $ / shares | $ 13.28 | ||||
2025 Notes | |||||
Debt | |||||
Debt discount | 67,300 | ||||
Convertible senior notes | 2025 Notes | |||||
Liability component | |||||
Principal | 192,500 | 192,500 | |||
Unamortized debt discount and issuance costs | (38,211) | (46,766) | |||
Net carrying amount | 154,289 | 145,734 | |||
Equity component, net | 65,361 | 65,361 | |||
Interest expense | |||||
Contractual interest expense | 4,813 | 4,813 | $ 4,813 | ||
Amortization of debt issuance costs | 657 | 601 | 551 | ||
Amortization of debt discount | 7,898 | 7,230 | 6,618 | ||
Total interest and amortization expense | $ 13,368 | $ 12,644 | $ 11,982 | ||
Convertible senior notes | 2025 Notes | Over-Allotment Option | |||||
Debt | |||||
Loan amount | $ 17,500 | ||||
Convertible senior notes | 2025 Notes | Private Placement | |||||
Debt | |||||
Loan amount | $ 192,500 | ||||
Interest rate (as a percent) | 2.50% | ||||
Convertible senior notes | 2025 Notes | Common stock | |||||
Debt | |||||
Conversion rate for shares of common stock per $1,000 principal | 57.9240 | ||||
Conversion price (dollars per share) | $ / shares | $ 17.26 | ||||
Conversion premium (as a percent) | 30.00% |
DEBT - Convertible Subordinated
DEBT - Convertible Subordinated Notes (Details) - Convertible subordinated notes $ / shares in Units, $ in Millions | Jul. 31, 2014$ / shares$ / Item | Jul. 31, 2014$ / shares$ / Itemshares | Jan. 31, 2013USD ($)Item$ / shares$ / Itemshares | Dec. 31, 2016USD ($) |
Privately-negotiated capped call option | ||||
Debt | ||||
Cap price for the underlying number of shares (in dollars per share) | $ / Item | 27.04 | 27.04 | ||
2023 Notes | ||||
Debt | ||||
Loan amount | $ 287.5 | |||
Proceeds from issuance of notes payable, net of debt issuance costs | $ 281.2 | |||
Interest rate (as a percent) | 2.125% | |||
Initial conversion, shares per $1,000 principal amount | shares | shares | 35.9903 | |||
Adjusted conversion, shares per $1,000 principal amount | shares | 50.5818 | |||
Conversion price of convertible notes into common stock (in dollars per share) | $ / shares | $ 19.77 | $ 19.77 | $ 27.79 | |
Portion of debt retired, face value | $ 14.1 | |||
Portion of debt retired, carrying value | $ 13.9 | |||
2023 Notes | Privately-negotiated capped call option | ||||
Debt | ||||
Payments for capped call options | $ 36.8 | |||
Number of derivative instruments purchased | Item | 2 | |||
Strike price for the underlying number of shares (in dollars per share) | $ / shares | $ 27.79 | $ 19.77 | $ 27.79 | |
Cap price for the underlying number of shares (in dollars per share) | $ / Item | 38 | 38 | 38 | |
2023 Notes | Stock prices below $27.79 per share | Minimum | ||||
Debt | ||||
Net shares settlement payable to the entity | shares | 0 | |||
2023 Notes | Stock prices above $38.00 per share | Maximum | ||||
Debt | ||||
Net shares settlement payable to the entity | shares | 2,779,659 |
DEBT - Debt Maturities (Details
DEBT - Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Long-term debt maturities for years ending December 31: | ||
2022 | $ 0 | |
2023 | 240,984 | |
2024 | 0 | |
2025 | 192,500 | |
Total | $ 433,484 | $ 433,484 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - (Details) - Burlingame, California $ in Thousands | Dec. 31, 2021USD ($) | Nov. 30, 2019ft² |
Operating Lease | ||
Rentable square feet | ft² | 2,111 | |
Lease term | 36 months | |
Future minimum lease payments for years ending December 31: | ||
2022 | $ 109 | |
Thereafter | 0 | |
Total | $ 109 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | May 25, 2021 | Dec. 31, 2021 |
Repurchase of common stock | $ 394,149 | |
Share repurchase agreement with GSK | ||
Repurchase of common stock (in shares) | 32,005,260 | |
Repurchase price per share | $ 12.25 | |
Repurchase of common stock | $ 394,100 |
INCOME TAXES - Income tax expen
INCOME TAXES - Income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
State | $ 7 | $ 11 | $ 26 |
Deferred | |||
Federal | 70,893 | 60,408 | 41,567 |
State | 5,539 | 12 | 309 |
Total | 76,432 | 60,420 | 41,876 |
Total income tax expense, net | $ (76,439) | $ (60,431) | $ (41,902) |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Differences between the expected U.S. federal statutory income tax to income tax expense | |||
Expected tax at federal statutory rate | $ 93,507 | $ 74,392 | $ 48,908 |
State income tax, net of federal benefit | 848 | (26) | 325 |
Federal and state research credits | 1,260 | 0 | 0 |
Noncontrolling Interest | (21,626) | (14,577) | (7,078) |
Other | 1,129 | 839 | 326 |
Change in valuation allowance | 1,321 | (197) | (579) |
Income tax expense (benefit), net | $ 76,439 | $ 60,431 | $ 41,902 |
INCOME TAXES - Deferred Taxes (
INCOME TAXES - Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 64,813 | $ 121,839 |
Research and development tax credit carryforwards | 53,467 | 55,211 |
Other | 743 | 1,100 |
Total deferred tax assets before valuation allowance | 119,023 | 178,150 |
Valuation allowance | (64,744) | (63,423) |
Total deferred tax assets | 54,279 | 114,727 |
Deferred tax liabilities | ||
Debt issuance discount and other | (9,158) | (10,596) |
Unrealized Gain on Investment, net | (27,794) | (10,372) |
Net deferred tax assets | $ 17,327 | $ 93,759 |
INCOME TAXES - Additional Tax D
INCOME TAXES - Additional Tax Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | ||||
Income tax expense recognized | $ 76,400 | |||
Accrued interest and penalties | 0 | $ 0 | ||
Uncertain Tax Positions | ||||
Unrecognized tax benefits | 14,872 | 15,185 | $ 15,342 | $ 15,413 |
Gross decrease in tax portions from prior years | $ (71) | |||
Net decrease in tax portions for 2020 | $ (157) | |||
Net decrease in tax portions for 2021 | (313) | |||
Unrecognized tax benefits would affect the effective income tax rate if recognized | 8,400 | |||
Federal | ||||
Income Taxes | ||||
Net operating loss carryforwards | 92,900,000 | |||
Tax credit carryforward amount | 42,100 | |||
State | ||||
Income Taxes | ||||
Net operating loss carryforwards | 648,600 | |||
State | Research and development | ||||
Income Taxes | ||||
Tax credit carryforward amount | $ 31,600 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands, SFr in Millions | Feb. 18, 2022USD ($)shares | Feb. 18, 2022CHF (SFr)shares | Feb. 17, 2022USD ($)$ / shares | Feb. 09, 2022USD ($)Tranche$ / sharesshares | Mar. 31, 2022USD ($)shares | Jun. 30, 2021Tranche$ / shares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Subsequent Events | |||||||||||
Total debt | $ 433,484 | $ 433,484 | |||||||||
Subsequent events | Securities purchase agreement | |||||||||||
Subsequent Events | |||||||||||
Securities Purchase Agreement Outstanding Stock Ownership Percentage | 16.10% | 16.10% | |||||||||
Subsequent events | Securities purchase agreement | Series C Preferred Stock [Member] | |||||||||||
Subsequent Events | |||||||||||
Amount of securities purchase agreement | $ 9,800 | SFr 9 | |||||||||
Number of shares purchased | shares | 18,750,000 | 18,750,000 | |||||||||
Subsequent events | Securities purchase agreement | Convertable promissory note | |||||||||||
Subsequent Events | |||||||||||
Total debt | $ 15,000 | ||||||||||
Annual interest rate | 0.59% | ||||||||||
Debt instrument maturity date | Aug. 18, 2022 | ||||||||||
Conversion price of convertible notes into common stock (in dollars per share) | $ / shares | $ 1.48 | ||||||||||
Armata | Common stock and warrants | |||||||||||
Subsequent Events | |||||||||||
Amount of securities purchase agreement | $ 25,000 | ||||||||||
Armata | Subsequent events | |||||||||||
Subsequent Events | |||||||||||
Securities Purchase Agreement Outstanding Stock Ownership Percentage | 70.00% | ||||||||||
Armata | Subsequent events | Second amended and restated voting agreement | |||||||||||
Subsequent Events | |||||||||||
Percentage of voting shares for election | 49.50% | ||||||||||
Armata | Subsequent events | Common stock and warrants | |||||||||||
Subsequent Events | |||||||||||
Amount of securities purchase agreement | $ 45,000 | ||||||||||
Maximum number of additional shares into which warrants may be converted under the securities purchase agreement | shares | 4,500,000 | ||||||||||
Exercise price of warrants | $ / shares | $ 5 | ||||||||||
Number of tranches | Tranche | 2 | ||||||||||
Securities to be purchased | shares | 9,000,000 | ||||||||||
Armata | Subsequent events | Common stock and warrants | Tranche one | |||||||||||
Subsequent Events | |||||||||||
Number of shares purchased | shares | 3,600,000 | ||||||||||
Maximum number of additional shares into which warrants may be converted under the securities purchase agreement | shares | 1,800,000 | ||||||||||
Aggregate purchase price | $ 18,100 | ||||||||||
Armata | Subsequent events | Common stock and warrants | Tranche two | |||||||||||
Subsequent Events | |||||||||||
Number of shares purchased | shares | 5,400,000 | ||||||||||
Maximum number of additional shares into which warrants may be converted under the securities purchase agreement | shares | 2,700,000 | ||||||||||
Aggregate purchase price | $ 26,900 | ||||||||||
Entasis | |||||||||||
Subsequent Events | |||||||||||
Exercise price of warrants | $ / shares | $ 2 | ||||||||||
Number of tranches | Tranche | 2 | ||||||||||
Entasis | Common stock and warrants | |||||||||||
Subsequent Events | |||||||||||
Amount of securities purchase agreement | $ 12,500 | $ 35,000 | |||||||||
Entasis | Subsequent events | |||||||||||
Subsequent Events | |||||||||||
Net Worth | $ 85,300 |