Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 14, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Central Index Key | 0001159036 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-32335 | ||
Entity Registrant Name | HALOZYME THERAPEUTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 88-0488686 | ||
Entity Address, Address Line One | 11388 Sorrento Valley Road | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92121 | ||
City Area Code | 858 | ||
Local Phone Number | 794-8889 | ||
Title of 12(b) Security | Common Stock, $0.001 Par Value | ||
Trading Symbol | HALO | ||
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 | $ 5.6 | ||
Entity Common Stock, Shares Outstanding | 137,703,510 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Diego, California |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 118,719 | $ 147,703 |
Marketable securities, available-for-sale | 622,203 | 220,310 |
Accounts receivable, net | 90,975 | 97,730 |
Inventories | 53,908 | 60,747 |
Prepaid expenses and other assets | 40,482 | 28,274 |
Total current assets | 926,287 | 554,764 |
Property and equipment, net | 8,794 | 10,593 |
Prepaid expenses and other assets | 13,414 | 14,067 |
Deferred tax assets, net | 155,434 | 0 |
Restricted cash | 500 | 500 |
Total assets | 1,104,429 | 579,924 |
Current liabilities: | ||
Accounts payable | 1,541 | 1,928 |
Accrued expenses | 24,441 | 20,483 |
Deferred revenue, current portion | 1,746 | 1,746 |
Current portion of long-term debt, net | 89,419 | 397,228 |
Total current liabilities | 117,147 | 421,385 |
Deferred revenue, net of current portion | 2,530 | 4,026 |
Long-term debt, net | 787,255 | 0 |
Other long-term liabilities | 544 | 3,466 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity (deficit): | ||
Preferred stock - $0.001 par value; 20,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock - $0.001 par value; 200,000 shares authorized; 142,789 and 129,502 shares issued and outstanding at December 31, 2017 and 2016, respectively | 138 | 135 |
Additional paid-in capital | 256,347 | 625,483 |
Accumulated other comprehensive loss | (620) | 22 |
Accumulated deficit | (58,912) | (474,593) |
Total stockholders' equity (deficit) | 196,953 | 151,047 |
Total liabilities and stockholders' equity (deficit) | $ 1,104,429 | $ 579,924 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Outstanding | 137,498,000 | 135,030,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Preferred stock authorized (shares) | 20,000,000 | 20,000,000 |
Preferred stock issued (shares) | 0 | 0 |
Preferred stock outstanding (shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (shares) | 300,000,000 | 300,000,000 |
Common stock issued (shares) | 137,498,000 | 135,030,000 |
Common stock outstanding (shares) | 137,498,000 | 135,030,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Total revenues | $ 443,310 | $ 267,594 | $ 195,992 |
Operating expenses: | |||
Cost of product sales | 81,413 | 43,367 | 45,546 |
Research and development | 35,672 | 34,236 | 140,804 |
Selling, general and administrative | 50,323 | 45,736 | 77,252 |
Total operating expenses | 167,408 | 123,339 | 263,602 |
Operating income (loss) | 275,902 | 144,255 | (67,610) |
Other income (expense): | |||
Investment and other income, net | 1,102 | 5,425 | 6,986 |
Induced conversion expense related to convertible notes | (20,960) | 0 | 0 |
Interest expense | (7,526) | (20,378) | (11,627) |
Net income (loss) before income taxes | 248,518 | 129,302 | (72,251) |
Income tax (benefit) expense | (154,192) | 217 | (11) |
Net income (loss) | $ 402,710 | $ 129,085 | $ (72,240) |
Net income (loss) per share: | |||
Basic (USD per share) | $ 2.86 | $ 0.95 | $ (0.50) |
Diluted (USD per share) | $ 2.74 | $ 0.91 | $ (0.50) |
Shares used in computing net income (loss) per share: | |||
Basic (shares) | 140,646 | 136,206 | 144,329 |
Diluted (shares) | 146,796 | 141,463 | 144,329 |
Royalties | |||
Revenues: | |||
Total revenues | $ 203,900 | $ 88,596 | $ 69,899 |
Product sales, net | |||
Revenues: | |||
Total revenues | 104,224 | 55,987 | 66,048 |
Revenues under collaborative agreements | |||
Revenues: | |||
Total revenues | $ 135,186 | $ 123,011 | $ 60,045 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 402,710 | $ 129,085 | $ (72,240) |
Other comprehensive (loss) income: | |||
Unrealized (loss) gain on marketable securities | (683) | (164) | 508 |
Foreign currency translation adjustment | 15 | (32) | 9 |
Unrealized gain (loss) on foreign currency | 26 | (22) | 0 |
Total comprehensive income (loss) | $ 402,068 | $ 128,867 | $ (71,723) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||
Net income (loss) | $ 402,710 | $ 129,085 | $ (72,240) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Share-based compensation | 20,820 | 17,204 | 34,776 |
Depreciation and amortization | 2,997 | 3,284 | 4,068 |
Amortization of debt discount | 3,642 | 14,136 | 2,484 |
Amortization of premiums (accretion of discounts) on marketable securities | 2,257 | 839 | (2,469) |
(Gain) loss on disposal of equipment | 0 | (772) | 1,431 |
Deferral of unearned revenue | 0 | 4,632 | 0 |
Recognition of deferred revenue | (1,496) | (4,119) | (3,996) |
Lease payments deferred | (751) | (1,033) | (459) |
Loss on impairment of right-of-use asset | 0 | 577 | 1,127 |
Loss on extinguishment of debt | 0 | 0 | 401 |
Induced conversion expense related to convertible notes | 20,960 | 0 | 0 |
Increase (Decrease) in Deferred Income Taxes | (155,434) | 0 | 0 |
Other | (3) | (13) | (7) |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 6,755 | (38,288) | (29,437) |
Inventories | 7,371 | (31,388) | (6,734) |
Prepaid expenses and other assets | (11,555) | 2,518 | (19,006) |
Accounts payable and accrued expenses | 1,167 | (41,208) | 4,638 |
Net cash provided by (used in) operating activities | 299,440 | 55,454 | (85,423) |
Investing activities: | |||
Purchases of marketable securities | (652,515) | (226,185) | (389,759) |
Proceeds from maturities of marketable securities | 247,683 | 305,967 | 388,250 |
Purchases of property and equipment | (1,457) | (2,504) | (4,040) |
Proceeds from disposal of property and equipment | 0 | 1,076 | 0 |
Net cash (used in) provided by investing activities | (406,289) | 78,354 | (5,549) |
Financing activities: | |||
Proceeds from issuance of long-term debt, net | 784,875 | 0 | 447,350 |
Repayment of long-term debt | (369,064) | (19,560) | (108,082) |
Payment of debt issuance cost | (424) | 0 | (279) |
Repurchase of common stock | (350,058) | (150,117) | (199,998) |
Proceeds from issuance of common stock under equity incentive plans, net of taxes paid related to net share settlement | 12,536 | 63,393 | 14,224 |
Net cash provided by (used in) financing activities | 77,865 | (106,284) | 153,215 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (28,984) | 27,524 | 62,243 |
Cash, cash equivalents and restricted cash at beginning of period | 148,203 | 120,679 | 58,436 |
Cash, cash equivalents and restricted cash at end of period | 119,219 | 148,203 | 120,679 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 3,296 | 6,534 | 9,029 |
Income taxes (received) paid, net | (375) | (180) | (188) |
Supplemental disclosure of non-cash investing and financing activities: | |||
Amounts accrued for purchases of property and equipment | 72 | 117 | 61 |
Debt issuance cost included in accounts payable | 0 | 0 | 68 |
Right-of-use assets obtained in exchange for lease obligation | 318 | 1,746 | 897 |
Stock Issued | $ 7,865 | $ 0 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) Statement - USD ($) shares in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Adjustment | AdjustmentAdditional Paid-In Capital | AdjustmentAccumulated Deficit |
Shares outstanding at Dec. 31, 2018 | 144,725 | |||||||
Total stockholders' equity (deficit) at Dec. 31, 2018 | $ 248,887,000 | $ 145,000 | $ 780,457,000 | $ (277,000) | $ (531,438,000) | |||
Share-based Compensation | 34,776,000 | 34,776,000 | ||||||
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units and performance restricted stock units, net | 2,493 | |||||||
Value, Stock Options Exercised | 14,224,000 | $ 2,000 | 14,222,000 | |||||
Shares, Restricted Stock Award | 74 | |||||||
Value, Restricted Stock Award | 0 | $ 0 | 0 | |||||
Stock Repurchased and Retired During Period, Shares | (10,579) | |||||||
Stock Repurchased and Retired During Period, Value | (199,998,000) | $ (10,000) | (199,988,000) | |||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 65,599,000 | 65,599,000 | ||||||
Other Comprehensive Income (Loss) | 517,000 | 517,000 | ||||||
Net income (loss) | (72,240,000) | |||||||
Shares outstanding at Dec. 31, 2019 | 136,713 | |||||||
Total stockholders' equity (deficit) at Dec. 31, 2019 | 91,765,000 | $ 137,000 | 695,066,000 | 240,000 | (603,678,000) | |||
Share-based Compensation | 17,204,000 | 17,204,000 | ||||||
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units and performance restricted stock units, net | 5,278 | |||||||
Value, Stock Options Exercised | 63,393,000 | $ 5,000 | 63,388,000 | |||||
Shares, Restricted Stock Award | 61 | |||||||
Value, Restricted Stock Award | 0 | $ 0 | 0 | |||||
Stock Repurchased and Retired During Period, Shares | (7,022) | |||||||
Stock Repurchased and Retired During Period, Value | (150,117,000) | $ (7,000) | (150,110,000) | |||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | (65,000) | (65,000) | ||||||
Other Comprehensive Income (Loss) | (218,000) | (218,000) | ||||||
Net income (loss) | 129,085,000 | 129,085,000 | ||||||
Shares outstanding at Dec. 31, 2020 | 135,030 | |||||||
Total stockholders' equity (deficit) at Dec. 31, 2020 | 151,047,000 | $ 135,000 | 625,483,000 | 22,000 | (474,593,000) | $ (52,564,000) | $ (65,535,000) | $ 12,971,000 |
Share-based Compensation | 20,820,000 | 20,820,000 | ||||||
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units and performance restricted stock units, net | 1,497 | |||||||
Value, Stock Options Exercised | 12,536,000 | $ 2,000 | 12,534,000 | |||||
Stock Repurchased and Retired During Period, Shares | (8,112) | |||||||
Stock Repurchased and Retired During Period, Value | (350,058,000) | $ (8,000) | (350,050,000) | |||||
Other Comprehensive Income (Loss) | (642,000) | (642,000) | ||||||
Net income (loss) | 402,710,000 | 402,710,000 | ||||||
Shares outstanding at Dec. 31, 2021 | 137,498 | |||||||
Total stockholders' equity (deficit) at Dec. 31, 2021 | 196,953,000 | $ 138,000 | 256,347,000 | $ (620,000) | $ (58,912,000) | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 9,083 | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 13,104,000 | $ 9,000 | $ 13,095,000 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Halozyme Therapeutics, Inc. is a biopharma technology platform company that provides innovative and disruptive solutions with the goal of improving patient experience and outcomes. Our proprietary enzyme, rHuPH20, is used to facilitate the delivery of injected drugs and fluids. We license our technology to biopharmaceutical companies to collaboratively develop products that combine our ENHANZE ® drug delivery technology with the collaborators’ proprietary compounds. Our approved product and our collaborators’ approved products and product candidates are based on rHuPH20, our patented recombinant human hyaluronidase enzyme. rHuPH20 is the active ingredient in our first commercially approved product, Hylenex® recombinant (“Hylenex”), and it works by breaking down hyaluronan (or “HA”), a naturally occurring carbohydrate that is a major component of the extracellular matrix in tissues throughout the body such as skin and cartilage. This temporarily increases dispersion and absorption allowing for improved subcutaneous delivery of injectable biologics, such as monoclonal antibodies and other large therapeutic molecules, as well as small molecules and fluids. We refer to the application of rHuPH20 to facilitate the delivery of other drugs or fluids as our ENHANZE ® drug delivery technology (“ENHANZE”). We license the ENHANZE technology to form collaborations with biopharmaceutical companies that develop or market drugs requiring or benefiting from injection via the subcutaneous route of administration. In the development of proprietary intravenous (IV) drugs combined with our ENHANZE technology, data have been generated supporting the potential for ENHANZE to reduce treatment burden, as a result of shorter duration of subcutaneous (SC) administration. ENHANZE may enable fixed-dose SC dosing compared to weight-based dosing required for IV administration, and potentially allow for lower rates of infusion related reactions. ENHANZE may enable more flexible treatment options such as home administration by a healthcare professional or potentially the patient. Lastly, certain proprietary drugs co-formulated with ENHANZE have been granted additional exclusivity, extending the patent life of the product beyond the one of the proprietary IV drug. We currently have ENHANZE collaborations with F. Hoffmann-La Roche, Ltd. and Hoffmann-La Roche, Inc. (“Roche”), Baxalta US Inc. and Baxalta GmbH (members of the Takeda group of companies) (“Baxalta”), Pfizer Inc. (“Pfizer”), Janssen Biotech, Inc. (“Janssen”), AbbVie, Inc. (“AbbVie”), Eli Lilly and Company (“Lilly”), Bristol-Myers Squibb Company (“BMS”), Alexion Pharma Holding (AstraZeneca PLC announced the completion of its acquisition of Alexion Pharmaceuticals, Inc. in July 2021) (“Alexion”), argenx BVBA (“argenx”), Horizon Therapeutics plc. (Horizon) and ViiV Healthcare (the global specialist HIV Company majority owned by GlaxoSmithKline) (“ViiV”). We receive royalties from three of these collaborations, including royalties from sales of one product from the Baxalta collaboration and three products from the Roche collaboration and one product from Janssen collaboration. Future potential revenues from royalties and fees from ENHANZE collaborations and the sales and/or royalties of our approved products will depend on the ability of Halozyme and our collaborators to develop, manufacture, secure and maintain regulatory approvals for approved products and product candidates and commercialize product candidates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Halozyme Therapeutics, Inc. and our wholly owned subsidiary, Halozyme, Inc., and Halozyme, Inc.’s wholly owned subsidiaries, Halozyme Switzerland GmbH and Halozyme Switzerland Holdings GmbH. All intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. Cash Equivalents and Marketable Securities Cash equivalents consist of highly liquid investments, readily convertible to cash, that mature within ninety days or less from the date of purchase. As of December 31, 2021, our cash equivalents consisted of money market funds and treasury bills. Marketable securities are investments with original maturities of more than ninety days from the date of purchase that are specifically identified to fund current operations. Marketable securities are considered available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date which reflects management’s intention to use the proceeds from the sale of these investments to fund our operations, as necessary. Such available-for-sale investments are carried at fair value with unrealized gains and losses recorded in other comprehensive income (loss) and included as a separate component of stockholders’ equity. The cost of marketable securities is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in investment and other income, net in the consolidated statements of operations. We use the specific identification method for calculating realized gains and losses on marketable securities sold. None of the realized gains and losses and declines in value judged to be as a result of credit loss on marketable securities, if any, are included in investment and other income, net in the consolidated statements of operations. Restricted Cash Under the terms of the leases of our facilities, we are required to maintain letters of credit as security deposits during the terms of such leases. At December 31, 2021 and 2020, restricted cash of $0.5 million was pledged as collateral for the letters of credit. Fair Value of Financial Instruments The authoritative guidance for fair value measurements establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Our financial instruments include cash equivalents, available-for-sale marketable securities, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses and long-term debt. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. Available-for-sale marketable securities consist of asset-backed securities, corporate debt securities, U.S. Treasury securities and commercial paper, and are measured at fair value using Level 1 and Level 2 inputs. Level 2 financial instruments are valued using market prices on less active markets and proprietary pricing valuation models with observable inputs, including interest rates, yield curves, maturity dates, issue dates, settlement dates, reported trades, broker-dealer quotes, issue spreads, benchmark securities or other market related data. We obtain the fair value of Level 2 investments from our investment manager, who obtains these fair values from a third-party pricing source. We validate the fair values of Level 2 financial instruments provided by our investment manager by comparing these fair values to a third-party pricing source. Concentrations of Credit Risk, Sources of Supply and Significant Customers We are subject to credit risk from our portfolio of cash equivalents and marketable securities. These investments were made in accordance with our investment policy which specifies the categories, allocations, and ratings of securities we may consider for investment. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive without significantly increasing risk. We maintain our cash and cash equivalent balances with one major commercial bank and marketable securities with another financial institution. Deposits held with the financial institutions exceed the amount of insurance provided on such deposits. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and marketable securities to the extent recorded on the consolidated balance sheets. We are also subject to credit risk from our accounts receivable related to our product sales and revenues under our license and collaborative agreements. We have license and collaborative agreements with pharmaceutical companies under which we receive payments for royalties, license fees, milestone payments for specific achievements designated in the collaborative agreements, reimbursements of research and development services and supply of bulk formulation of rHuPH20. In addition, we sell Hylenex ® recombinant in the United States to a limited number of established wholesale distributors in the pharmaceutical industry. Credit is extended based on an evaluation of the customer’s financial condition, and collateral is not required. Management monitors our exposure to accounts receivable by periodically evaluating the collectability of the accounts receivable based on a variety of factors including the length of time the receivables are past due, the financial health of the customer and historical experience. Based upon the review of these factors, we recorded no allowance for doubtful accounts at December 31, 2021 and 2020. Approximately 90% of the accounts receivable balance at December 31, 2021 represents amounts due from Janssen, Roche and Baxalta. Approximately 74% of the accounts receivable balance at December 31, 2020 represents amounts due from Janssen, Roche and Baxalta. The following table indicates the percentage of total revenues in excess of 10% with any single customer: Year Ended December 31, 2021 2020 2019 Partner A 25% 35% 40% Partner B 48% 26% 18% Partner C —% 11% —% Partner D —% 8% 23% Partner E 10% —% —% We attribute revenues under collaborative agreements, including royalties, to the individual countries where the customer is headquartered. We attribute revenues from product sales to the individual countries to which the product is shipped. Worldwide revenues from external customers are summarized by geographic location in the following table (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 293,089 $ 106,918 $ 28,178 Switzerland 134,117 95,949 109,754 Ireland 14 30,552 589 Belgium 199 20,086 45,060 Japan 11,934 10,644 9,905 All other foreign 3,957 3,445 2,506 Total revenues $ 443,310 $ 267,594 $ 195,992 We rely on two third-party manufacturers for the supply of bulk rHuPH20 for use in the manufacture of Hylenex recombinant and our other collaboration products and product candidates. Payments due to these suppliers represented 36% and 75% of the accounts payable balance at December 31, 2021 and 2020, respectively. We also rely on a third-party manufacturer for the fill and finish of Hylenex recombinant product under a contract. There were no payments due to this supplier at December 31, 2021 and 2020. Accounts Receivable, Net Accounts receivable is recorded at the invoiced amount and is non-interest bearing. Accounts receivable is recorded net of allowances for doubtful accounts, cash discounts for prompt payment, distribution fees and chargebacks. We recorded no allowance for doubtful accounts at December 31, 2021 and 2020 as the collectability of accounts receivable was reasonably assured. Inventories Inventories are stated at lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventories are reviewed periodically for potential excess, dated or obsolete status. We evaluate the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared to quantities on hand, the price we expect to obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand. As of December 31, 2021 and 2020, inventories consisted of $1.6 million and $1.3 million, respectively, of Hylenex inventory, net and $52.3 million and $59.4 million, respectively, of bulk rHuPH20. Leases The Company has entered into operating leases primarily for real estate and automobiles. These leases have terms which range from 3 years to 6 years. We determine if an arrangement contains a lease at inception. Right of use (“ROU”) assets and liabilities resulting from operating leases are included in property and equipment, accrued expenses and other long-term liabilities on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the discount rate to calculate the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our leases often include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that we will exercise that option. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as automobiles, we account for the lease and non-lease components as a single lease component. Property and Equipment, Net Property and equipment, including ROU assets are recorded at cost, less accumulated depreciation and amortization. Equipment is depreciated using the straight-line method over its estimated useful life ranging from three years to ten years and leasehold improvements are amortized using the straight-line method over the estimated useful life of the asset or the lease term, whichever is shorter. Impairment of Long-Lived Assets We account for long-lived assets in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during the period from transactions and other events and circumstances from non-owner sources. Revenue Recognition We generate revenues from payments received under collaborative agreements and product sales. We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligations. Revenues under Collaborative Agreements Under these agreements, we grant the collaboration partner a worldwide license to develop and commercialize products using our ENHANZE technology to combine our patented rHuPH20 enzyme with their proprietary biologics directed at up to a specified number of targets. Targets are usually licensed on an exclusive, global basis. Targets selected subsequent to inception of the arrangement require payment of an additional license fee. The collaboration partner is responsible for all development, manufacturing, clinical, regulatory, sales and marketing costs for any products developed under the agreement. We are responsible for supply of bulk rHuPH20 based on the collaboration partner’s purchase orders, and may also be separately engaged to perform research and development services. While these collaboration agreements are similar in that they originate from the same framework, each one is the result of an arms-length negotiation and thus may vary from one to the other. We collect an upfront license payment from collaboration partners, and are also entitled to receive event-based payments subject to collaboration partners’ achievement of specified development, regulatory and sales-based milestones. In several agreements, collaboration partners pay us annual fees to maintain their exclusive license rights if they are unable to advance product development to specified stages. We earn separate fees for bulk rHuPH20 supplies and research and development services. In addition, collaboration partners will pay us royalties at an on average mid-single digit percent rate of their sales if products under the collaboration are commercialized. All amounts owed to us are noncancelable after the underlying triggering event occurs, and nonrefundable once paid. Unless terminated earlier in accordance with its terms, collaborations generally continue in effect until the last to expire royalty payment term, as determined on a product by product and on a country by country basis, with each royalty term starting on the first commercial sale of that product and ending the later of: (i) a specified period or term set forth in the agreement or (ii) expiration of the last to expire of the valid claims of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers a product developed under the collaboration. When there are no valid claims during the applicable royalty term in a given country, the royalty rate is reduced for those sales. Collaboration partners may terminate the agreement prior to expiration for any reason in its entirety or on a target-by-target basis generally upon 90 days prior written notice to us. Upon any such termination, the license granted to collaboration partners (in total or with respect to the terminated target, as applicable) will terminate provided, however, that in the event of expiration of the agreement (as opposed to a termination), the on-going licenses granted will become perpetual, non-exclusive and fully paid. Although these agreements are in form identified as collaborative agreements, we concluded for accounting purposes they represent contracts with customers and are not subject to accounting literature on collaborative arrangements. This is because we grant to collaboration partners licenses to our intellectual property, and provide supply of bulk rHuPH20 and research and development services which are all outputs of our ongoing activities, in exchange for consideration. Under these collaborative agreements, we do not develop assets jointly with collaboration partners, and do not share in significant risks of their development or commercialization activities. Accordingly, we concluded our collaborative agreements are appropriately accounted for pursuant to ASC Topic 606, Revenue from Contracts with Customers. Under all of our collaborative agreements, we have identified licenses to use functional intellectual property as the only performance obligation. The intellectual property underlying the license is our proprietary ENHANZE ® technology which represents application of rHuPH20 to facilitate delivery of drugs or fluids. Each of the licenses grants the collaboration partners rights to use our intellectual property as it exists and is identified on the effective date of the license, because there is no ongoing development of the ENHANZE technology required. Therefore, we recognize revenue from licenses at the point when the license becomes effective and the collaboration partner has received access to our intellectual property, usually at the inception of the agreement. When collaboration partners can select additional targets to add to the licenses granted, we consider these rights to be options. We evaluate whether such options contain material rights, i.e. have exercise prices that are discounted compared to what we would charge for a similar license to a new collaboration partner. The exercise price of these options includes a combination of the target selection fees, event-based milestone payments and royalties. When these amounts in aggregate are not offered at a discount that exceeds discounts available to other customers, we conclude the option does not contain a material right, and we consider grants of additional licensing rights upon option exercises to be separate contracts (target selection contracts). We provide customary indemnification and protection of licensed intellectual property for our customers. These provisions are part of assurance that the licenses meet the agreements’ representations and are not obligations to provide goods or services. We also fulfill purchase orders for supply of bulk rHuPH20 and perform research and development services pursuant to projects authorization forms for our collaboration partners, which represent separate contracts. Additionally, we price our supply of bulk rHuPH20 and research and development services at our regular selling prices, called standalone selling price or (“SSP”). Therefore, our collaboration partners do not have material rights to order these items at prices not reflective of SSP. Refer to the discussion below regarding recognition of revenue for these separate contracts. Transaction price for a contract represents the amount to which we are entitled in exchange for providing goods and services to the customer. Transaction price does not include amounts subject to uncertainties unless it is probable that there will be no significant reversal of revenue when the uncertainty is resolved. Apart from the upfront license payment (or target selection fees in the target selection contracts), all other fees we may earn under our collaborative agreements are subject to significant uncertainties of product development. Achievement of many of the event-based development and regulatory milestones may not be probable until such milestones are actually achieved. This generally relates to milestones such as obtaining marketing authorization approvals. With respect to other development milestones, e.g. dosing of a first patient in a clinical trial, achievement could be considered probable prior to its actual occurrence, based on the progress towards commencement of the trial. In order to evaluate progress towards commencement of a trial, we assess the status of activities leading up to our collaboration partner’s initiation of a trial such as feedback received from the applicable regulatory authorities, completion of IND or equivalent filings, readiness and availability of drug, readiness of study sites and our collaboration partner’s commitment of resources to the program. We do not include any amounts subject to uncertainties into the transaction price until it is probable that the amount will not result in a significant reversal of revenue in the future. At the end of each reporting period, we re-evaluate the probability of achievement of such milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. When target exchange rights are held by collaboration partners, and the amounts attributed to these rights are not refundable, they are included in the transaction price. However, they are recorded as deferred revenues because we have a potential performance obligation to provide a new target upon an exchange right being exercised. These amounts are recognized in revenue when the right of exchange expires or is exercised. Because our agreements have one type of performance obligation (licenses) which are typically all transferred at the same time at agreement inception, allocation of transaction price often is not required. However, allocation is required when licenses for some of the individual targets are subject to rights of exchange, because revenue associated with these targets cannot be recognized. When allocation is needed, we perform an allocation of the upfront amount based on relative SSP of licenses for individual targets. We determine license SSP using income-based valuation approach utilizing risk-adjusted discounted cash flow projections of the estimated return a licensor would receive. When amounts subject to uncertainties, such as milestones and royalties, are included in the transaction price, we attribute them to the specific individual target licenses which generate such milestone or royalty amounts. We also estimate SSP of bulk rHuPH20 and research and development services, to determine that our collaboration partners do not have material rights to order them at discounted prices. For supplies of bulk rHuPH20, because we effectively act as a contract manufacturer to our collaboration partners, we estimate and charge SSP based on the typical contract manufacturer margins consistently with all of our collaborative partners. We determine SSP of research and development services based on a fully-burdened labor rate. Our rates are comparable to those we observe in other collaborative agreements. We also have a history of charging similar rates to all of our collaboration partners. Upfront amounts allocated to licenses to individual targets are recognized as revenue when the license is transferred to the collaboration partner, as discussed above, if the license is not subject to exchange rights, or when the exchange right expires or is exercised. Development milestones and other fees are recognized in revenue when they are included in the transaction price, because by that time we have already transferred the related license to the collaboration partner. Sales-based milestones and royalties cannot be recognized until the underlying sales occur. We do not receive final royalty reports from our collaboration partners until after we complete our financial statements for a prior quarter. Therefore, we recognize revenue based on estimates of the royalty earned, which are based on internal estimates and available preliminary reports provided by our collaboration partners. We will record a true-up in the following quarter if necessary, when final royalty reports are received. To date, we have not recorded any material true-ups. In contracts to provide research and development services, such services represent the only performance obligation. The fees are charged based on hours worked by our employees and the fixed contractual rate per hour, plus third-party pass-through costs, on a monthly basis. We recognize revenues as the related services are performed based on the amounts billed, as the collaboration partner consumes the benefit of research and development work simultaneously as we perform these services, and the amounts billed reflect the value of these services to the customer. Refer to Note 4 Revenue, for further discussion on our collaborative arrangements. Product Sales, Net Hylenex Recombinant We sell Hylenex recombinant in the U.S. to wholesale pharmaceutical distributors, who sell the product to hospitals and other end-user customers. Sales to wholesalers are made pursuant to purchase orders subject to the terms of a master agreement, and delivery of individual packages of Hylenex recombinant represent performance obligations under each purchase order. We use a contract manufacturer to produce Hylenex recombinant and a third-party logistics (3PL) vendor to process and fulfill orders . We concluded we are the principal in the sales to wholesalers because we control access to services rendered by both vendors and direct their activities. We have no significant obligations to wholesalers to generate pull-through sales. Selling prices initially billed to wholesalers are subject to discounts for prompt payment and subsequent chargebacks when wholesalers sell Hylenex recombinant at negotiated discounted prices to members of certain group purchasing organizations (“GPOs”) and government programs. We also pay quarterly distribution fees to certain wholesalers for inventory reporting and chargeback processing, and to GPOs as administrative fees for services and for access to GPO members. We concluded the benefits received in exchange for these fees are not distinct from our sales of Hylenex recombinant, and accordingly we apply these amounts to reduce revenues. Wholesalers also have rights to return unsold product nearing or past the expiration date. Because of the shelf life of Hylenex recombinant and our lengthy return period, there may be a significant period of time between when the product is shipped and when we issue credits on returned product. We estimate the transaction price when we receive each purchase order taking into account the expected reductions of the selling price initially billed to the wholesaler arising from all of the above factors. We have compiled historical experience and data to estimate future returns and chargebacks of Hylenex recombinant and the impact of the other discounts and fees we pay. When estimating these adjustments to the transaction price, we reduce it sufficiently to be able to assert that it is probable that there will be no significant reversal of revenue when the ultimate adjustment amounts are known. Each purchase order contains only one type of product, and is usually shipped to the wholesaler in a single shipment. Therefore, allocation of the transaction price to individual packages is not required. We recognize revenue from Hylenex recombinant product sales and related cost of sales upon product delivery to the wholesaler location. At that time, the wholesalers take control of the product as they take title, bear the risk of loss of ownership, and have an enforceable obligation to pay us. They also have the ability to direct sales of product to their customers on terms and at prices they negotiate. Although wholesalers have product return rights, we do not believe they have a significant incentive to return the product to us. Upon recognition of revenue from product sales of Hylenex recombinant, the estimated amounts of credit for product returns, chargebacks, distribution fees, prompt payment discounts, and GPO fees are included in sales reserves, accrued liabilities and net of accounts receivable. We monitor actual product returns, chargebacks, discounts and fees subsequent to the sale. If these amounts differ from our estimates, we make adjustments to these allowances, which are applied to increase or reduce product sales revenue and earnings in the period of adjustment. In connection with the orders placed by wholesalers, we incur costs such as commissions to our sales representatives. However, as revenue from product sales is recognized upon delivery to the wholesaler, which occurs shortly after we receive a purchase order, we do not capitalize these commissions and other costs, based on application of the practical expedient allowed within the applicable guidance. Bulk rHuPH20 We sell bulk rHuPH20 to collaboration partners for use in research and development; subsequent to receiving marketing approval, we sell it for use in collaboration commercial products. Sales are made pursuant to purchase orders subject to the terms of the collaborative agreement, and delivery of units of bulk rHuPH20 represent performance obligations under each purchase order. We provide a standard warranty that the product conforms to specifications. We use contract manufacturers to produce bulk rHuPH20 and have concluded we are the principal in the sales to collaboration partners. The transaction price for each purchase order of bulk rHuPH20 is fixed based on the cost of production plus a contractual markup, and is not subject to adjustments. Allocation of the transaction price to individual quantities of the product is usually not required because each order contains only one type of product. We recognize revenue from the sale of bulk rHuPH20 as product sales and related cost of sales upon transfer of title to our partners. At that time, the partners take control of the product, bear the risk of loss of ownership, and have an enforceable obligation to pay us. Revenue Presentation In our statements of operations, we report as revenues under collaborative agreements the upfront payments, event-based development and regulatory milestones and sales milestones. We also include in this category revenues from separate research and development contracts pursuant to project authorization forms. We report royalties received from collaboration partners as a separate line in our statements of operations. Revenues from sales of Hylenex recombinant, bulk rHuPH20 and ENHANZE drug product are included in product sales, net. In the footnotes to our financial statements, we provide disaggregated revenue information by type of arrangement (product sales, net, collaborative agreements and research and development services), and additionally, by type of payment stream received under collaborative agreements (upfront license fees, event-based development and regulatory milestones and other fees, sales milestones and royalties). Cost of Product Sales Cost of product sales consists primarily of raw materials, third-party manufacturing costs, fill and finish costs, freight costs, internal costs and manufacturing overhead associated with the production of Hylenex recombinant and bulk rHuPH20 and ENHANZE drug product. Cost of product sales also consists of the write-down of excess, dated and obsolete inventories and the write-off of inventories that do not meet certain product specifications, if any. Research and Development Expenses Research and development expenses include salaries and benefits, facilities and other overhead expenses, research related manufacturing services, contract services and other outside expenses. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to our research and development efforts and have no alternative future uses. We are obligated to make upfront payments upon execution of certain research and development agreements. Advance payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are deferred. Such amounts are recognized as expense as the related goods are delivered or the related services are performed or such t |
Fair Value Measurement (Notes)
Fair Value Measurement (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Fair Value Measurement Available-for-sale marketable securities consisted of the following (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Asset-backed securities $ 32,745 $ — $ (53) $ 32,692 Corporate debt securities 58,885 — (86) 58,799 U.S. Treasury securities 231,230 — (469) 230,761 Non-US Government securities 17,232 — (12) 17,220 Commercial paper 282,731 — — 282,731 $ 622,823 $ — $ (620) $ 622,203 December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Asset-backed securities $ 17,013 $ 49 $ — $ 17,062 Corporate debt securities 69,755 42 (8) 69,789 U.S. Treasury securities 45,110 7 — 45,117 Commercial paper 88,342 — — 88,342 $ 220,220 $ 98 $ (8) $ 220,310 As of December 31, 2021, 31 available-for-sale marketable securities with a fair market value of $344.5 million were in a gross unrealized loss position of $620 thousand. Based on our review of these marketable securities, we believe none of the unrealized loss is as a result of a credit loss as of December 31, 2021, because we do not intend to sell these securities and it is not more-likely-than-not that we will be required to sell these securities before the recovery of their amortized cost basis. The estimated fair value of our contractual maturities of available-for-sale debt securities are as follows (in thousands): December 31, 2021 December 31, 2020 Due within one year $ 500,965 $ 220,310 After one but within five years 121,238 — $ 622,203 $ 220,310 The following table summarizes, by major security type, our cash equivalents and available-for-sale marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): December 31, 2021 December 31, 2020 Level 1 Level 2 Total estimated fair value Level 1 Level 2 Total estimated fair value Cash equivalents: Money market funds $ 118,707 $ — $ 118,707 $ 140,571 $ — $ 140,571 Commercial paper — — — — 7,000 7,000 Available-for-sale marketable Asset-backed securities — 32,692 32,692 — 17,062 17,062 Corporate debt securities — 58,799 58,799 — 69,789 69,789 U.S. Treasury securities 230,761 — 230,761 45,117 — 45,117 Non-US Government securities — 17,220 17,220 — — — Commercial paper — 282,731 282,731 — 88,342 88,342 $ 349,468 $ 391,442 $ 740,910 $ 185,688 $ 182,193 $ 367,881 We had no instruments that were classified within Level 3 as of December 31, 2021 and 2020. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Our disaggregated revenues were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Royalties $ 203,900 $ 88,596 $ 69,899 Product sales, net Sales of bulk rHuPH20 $ 80,961 $ 38,956 $ 49,053 Sales of Hylenex 23,263 17,031 16,995 Total product sales, net $ 104,224 $ 55,987 $ 66,048 Revenues under collaborative agreements: Upfront license and target nomination fees $ 42,000 $ 37,264 $ 53,000 Event-based development milestones and regulatory milestone and other fees 42,000 69,500 5,500 Sales-based milestones 50,000 15,000 — Research and development services 1,186 1,247 1,545 Total revenues under collaborative agreements $ 135,186 $ 123,011 $ 60,045 Total revenue $ 443,310 $ 267,594 $ 195,992 During the year ended December 31, 2021 we recognized revenue related to licenses granted to collaboration partners in prior periods in the amount of $290.9 million. This amount represents royalties and sales milestones earned in the current period, as well as $37.0 million of variable consideration in the contracts where uncertainties have been resolved and the development milestones are probable of being achieved or were achieved. We also recognized revenue of $1.5 million during the year ended December 31, 2021 that had been included in deferred revenues at December 31, 2020. We did not recognize any adjustments to reduce sales reserves and allowances liability related to Hylenex recombinant sales in prior periods. Accounts receivable, net, other contract assets and deferred revenues (contract liabilities) from contracts with customers, including collaboration partners, consisted of the following (in thousands): December 31, 2021 December 31, 2020 Accounts receivable, net $ 90,975 $ 90,730 Other contract assets — 7,000 Deferred revenues 4,276 5,772 As of December 31, 2021, the amounts included in the transaction price of our contracts with customers, including collaboration partners, and allocated to goods and services not yet provided were $81.7 million of which $77.4 million relates to unfulfilled product purchase orders and $4.3 million has been collected and reported as deferred revenues. The unfulfilled product purchase orders are estimated to be delivered in 2022. Of the total deferred revenues of $4.3 million, $1.7 million is expected to be used by our customers within the next 12 months. |
Certain Balance Sheet Items
Certain Balance Sheet Items | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Certain Balance Sheet Items | Certain Balance Sheet Items Accounts receivable, net consisted of the following (in thousands): December 31, December 31, Accounts receivable from product sales to collaborators $ 18,504 $ 25,198 Accounts receivable from revenues under collaborative agreements 5,422 30,404 Accounts receivable from royalty payments 63,555 32,098 Accounts receivable from other product sales 4,634 4,033 Other contract assets — 7,000 Subtotal $ 92,115 $ 98,733 Allowance for distribution fees and discounts (1,140) (1,003) Total accounts receivable, net $ 90,975 $ 97,730 Inventories consisted of the following (in thousands): December 31, December 31, Raw materials $ 10,672 $ 5,813 Work-in-process 17,451 33,738 Finished goods 25,785 21,196 Total inventories $ 53,908 $ 60,747 Prepaid expenses and other assets consisted of the following (in thousands): December 31, December 31, Prepaid manufacturing expenses $ 47,991 $ 35,048 Other prepaid expenses 3,809 2,510 Other assets 2,096 4,783 Total prepaid expenses and other assets $ 53,896 $ 42,341 Less long-term portion (13,414) (14,067) Total prepaid expenses and other assets, current $ 40,482 $ 28,274 Prepaid manufacturing expenses include raw materials, slot reservation fees and other amounts paid to contract manufacturing organizations. Such amounts are reclassified to work-in-process inventory as materials are used or the contract manufacturing organization services are complete. Property and equipment, net consisted of the following (in thousands): December 31, December 31, Research equipment $ 7,174 $ 7,085 Manufacturing equipment 5,719 5,336 Computer and office equipment 5,370 4,826 Leasehold improvements 1,628 1,628 Subtotal $ 19,891 $ 18,875 Accumulated depreciation and amortization (13,100) (11,582) Subtotal $ 6,791 $ 7,293 Right of use of assets 2,003 3,300 Property and equipment, net $ 8,794 $ 10,593 Depreciation and amortization expense was approximately $3.0 million, $3.3 million, and $4.1 million, inclusive of ROU asset amortization of $1.6 million, $1.7 million and $1.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. Accrued expenses consisted of the following (in thousands): December 31, December 31, Accrued compensation and payroll taxes $ 9,858 $ 8,078 Accrued outsourced manufacturing expenses 6,514 4,535 Other accrued expenses 5,793 6,468 Lease liability 2,820 4,868 Total accrued expenses $ 24,985 $ 23,949 Less long-term portion (544) (3,466) Total accrued expenses, current $ 24,441 $ 20,483 Expense associated with the accretion of the lease liabilities was approximately $0.3 million, $0.5 million and $0.8 million for the twelve months ended December 31, 2021, 2020 and 2019, respectively. Total lease expense for the twelve months ended December 31, 2021, 2020 and 2019 was $1.9 million, $2.2 million and $2.6 million, respectively. Cash paid for amounts related to leases for the twelve months ended December 31, 2021, 2020 and 2019 was $2.7 million, $3.2 million and $3.1 million, respectively. |
Debt, Net
Debt, Net | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt, Net | Long-Term Debt, Net 0.25% Convertible Notes due 2027 In March 2021, we completed the sale of $805.0 million in aggregate principal amount of 0.25% Convertible Senior Notes due 2027 (the “2027 Convertible Notes” and collectively with the 2024 Convertible Notes the “Convertible Notes”). The net proceeds in connection with the issuance of the 2027 Convertible Notes, after deducting the initial purchasers’ fee of $20.1 million, was approximately $784.9 million. We also incurred additional debt issuance costs totaling $0.4 million. Debt issuance costs and the initial purchasers’ fee are presented as a debt discount. The 2027 Convertible Notes pay interest semi-annually in arrears on March 1st and September 1st of each year at an annual rate of 0.25%. The 2027 Convertible Notes are general unsecured obligations and will rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the 2027 Convertible Notes, will rank equally in right of payment with all existing and future liabilities that are not so subordinated, will be effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness and will be structurally subordinated to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries. The 2027 Convertible Notes have a maturity date of March 1, 2027. Holders may convert their 2027 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the offering memorandum for the 2027 Convertible Notes; (4) if we call such notes for redemption; and (5) at any time from, and including, September 1, 2026 until the close of business on the scheduled trading day immediately before the maturity date. The Notes will be convertible, regardless of the foregoing circumstances, at any time from, and including, September 1, 2026 until the close of business on the scheduled trading day immediately preceding the maturity date. As of December 31, 2021, the 2027 Convertible Notes are not convertible. Upon conversion, we will pay cash for the settlement of principal and for the premium, if applicable, we will pay cash, deliver shares of common stock or a combination of cash and shares of common stock, at our election. The initial conversion rate for the 2027 Convertible Notes will be 12.9576 shares of common stock per $1,000 in principal amount of 2027 Convertible Notes, equivalent to a conversion price of approximately $77.17 per share of our common stock. The conversion rate is subject to adjustment. As of December 31, 2021, we were in compliance with all covenants and there was no material adverse change in our business, operations or financial condition. 1.25% Convertible Notes due 2024 In November 2019, we completed the sale of $460.0 million in aggregate principal amount of 1.25% Convertible Senior Notes due 2024 (“2024 Convertible Notes”). The net proceeds in connection with 2024 Convertible Notes, after deducting the initial purchases’ fee of $12.7 million, was approximately $447.3 million. We also incurred debt issuance cost totaling $0.3 million. Debt issuance costs and the initial purchasers’ fee are presented as a debt discount. The 2024 Convertible Notes pay interest semi-annually in arrears on June 1st and December 1st of each year, beginning on June 1, 2020, at an annual rate of 1.25%. The 2024 Convertible Notes are general unsecured obligations and will rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the 2024 Convertible Notes, will rank equally in right of payment with all existing and future liabilities that are not so subordinated, will be effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness and will be structurally subordinated to all indebtedness and other liabilities (including trade payables) of the our current or future subsidiaries. The 2024 Convertible Notes have a maturity date of December 1, 2024. Holders may convert their 2024 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020, if the last reported sale price per share of common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the offering memorandum for the 2024 Convertible Notes; (4) if we call such notes for redemption; and (5) at any time from, and including, June 1, 2024 until the close of business on the scheduled trading day immediately before the maturity date. As of December 31, 2021, the 2024 Convertible Notes are convertible and are classified as a current liability In January 2021 we notified the note holders of our irrevocable election to settle the principal of the 2024 Convertible Notes in cash and for the premium, if applicable, to deliver shares of common stock. The conversion rate for the 2024 Convertible Notes will be 41.9208 shares of common stock per $1,000 in principal amount of 2024 Convertible Notes, equivalent to a conversion price of approximately $23.85 per share of our common stock. The conversion rate is subject to adjustment. In March 2021, we completed a privately negotiated induced conversion of $369.1 million principal amount of the 2024 Convertible Notes (“Note Repurchases” or the “Induced Conversion”). In connection with the Induced Conversion, we paid approximately $370.2 million in cash, which includes principal and accrued interest, and issued approximately 9.08 million shares of our common stock representing the intrinsic value based on the contractual conversion rate and incremental shares as an inducement for conversion. As a result of the Induced Conversion, we recorded $21.0 million in induced conversion expense which is included in Other income (expense) of the Condensed Consolidated Statements of Operations for the twelve months ended December 31, 2021. The induced conversion expense represents the fair value of the common stock issued upon conversion in excess of the common stock issuable under the original terms of the 2024 Convertible Notes As of December 31, 2021, we were in compliance with all covenants and there was no material adverse change in our business, operations or financial condition. Revolving Credit Facility In December 2021, we entered into a credit agreement with Bank of America and the other lenders party thereto (the “Credit Agreement”) evidencing a revolving credit facility (the “Facility”) that provides for secured revolving loans and letters of credit in an aggregate amount of up to $75.0 million. The Credit Agreement contains an expansion feature, which allows us, subject to certain conditions, to increase the aggregate principal amount of the Facility to $250.0 million, provided we remain in compliance with underlying financial covenants on a pro forma basis including the consolidated interest coverage ratio and the consolidated net leverage ratio covenants set forth in the Credit Agreement. The facility matures on December 23, 2024. Borrowings under the Facility bear interest, at our option, at a rate equal to an applicable margin plus: (a) the applicable Bloomberg Short-Term Bank Yield Index rate (or the “BSBY Rate,” as defined in the Credit Agreement), or (b) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the Bank of America prime rate, (3) the BSBY Rate plus 1.00%, and (4) 1.00%. The margin for the Facility ranges, based on our consolidated total net leverage ratio, from 0.00% to 0.75% in the case of base rate loans and from 1.00% to 1.75% in the case of BSBY Rate loans. In addition to paying interest on any outstanding principal under the Facility, we will pay (i) a commitment fee in respect of the unutilized commitments thereunder and (ii) customary letter of credit fees and agency fees. The commitment fees range from 0.15% to 0.30% per annum based on the our consolidated net leverage ratio. As of December 31, 2021, the revolving credit facility was undrawn. Royalty-backed Loan In January 2016, through our wholly-owned subsidiary Halozyme Royalty LLC (“Halozyme Royalty”), we received a $150 million loan (the “Royalty-backed Loan”) pursuant to a credit agreement (the “Credit Agreement”) with BioPharma Credit Investments IV Sub, LP and Athyrium Opportunities II Acquisition LP (the “Royalty-backed Lenders”). Under the terms of the Credit Agreement, Halozyme Therapeutics, Inc. transferred to Halozyme Royalty the right to receive royalty payments from the commercial sales of ENHANZE products owed under the Roche Collaboration and Baxalta Collaboration (“Collaboration Agreements”). The royalty payments from the Collaboration Agreements were used to repay the principal and interest on the loan (the “Royalty Payments”). The Royalty-backed Loan bore interest at a per annum rate of 8.75% plus the three-month LIBOR rate. The three-month LIBOR rate was subject to a floor of 0.7% and a cap of 1.5%. In June 2020, we paid the full remaining balance and final payment of $2.9 million thereby satisfying and discharging all obligations under, and terminating, the Royalty-backed Loan. Net Carrying Amounts of the Convertible Notes The carrying amount and fair value of our Convertible Notes were as follows as of the dates indicated. As disclosed in Note 2, we early adopted ASU 2020-06 as of January 1, 2021 on a modified retrospective basis which adoption is reflected in the following table (in thousands). December 31, January 1, Principal amount: 2024 Convertible Notes $ 90,936 $ 460,000 2027 Convertible Notes 805,000 — Total Principal Amount $ 895,936 $ 460,000 Unamortized debt discount: 2024 Convertible Notes $ (1,517) $ (10,211) 2027 Convertible Notes (17,745) — Total unamortized debt discount $ (19,262) $ (10,211) Carrying amount: 2024 Convertible Notes $ 89,419 $ 449,789 2027 Convertible Notes 787,255 — Total carrying amount $ 876,674 $ 449,789 Fair value based on trading levels (Level 2): 2024 Convertible Notes $ 159,678 $ 861,738 2027 Convertible Notes 718,889 — Total fair value of outstanding notes $ 878,567 $ 861,738 Remaining amortization per period of debt discount (in years): 2024 Convertible Notes 2.9 3.9 2027 Convertible Notes 5.2 n/a The following table summarizes the components of interest expense and the effective interest rates for each of our Convertible Notes for the periods shown (in thousands). Twelve Months Ended 2021 2020 Coupon Interest: 2024 Convertible Notes $ 1,906 $ 5,750 2027 Convertible Notes 1,677 — Total Coupon Interest $ 3,583 $ 5,750 Amortization of debt discount: 2024 Convertible Notes $ 838 $ 14,120 2027 Convertible Notes 2,804 — Total amortization of debt discount $ 3,642 $ 14,120 Interest expense: 2024 Convertible Notes $ 2,744 $ 19,870 2027 Convertible Notes 4,481 — Total interest expense $ 7,225 $ 19,870 Effective interest rates: 2024 Convertible Notes 1.8 % 5.1 % 2027 Convertible Notes 0.7 % n/a Future maturities and interest payments of long-term debt as of December 31, 2021, are as follows (in thousands): 2022 $ 94,085 2023 2,013 2024 2,013 2025 2,013 2026 2,013 Thereafter 805,334 Total minimum payments $ 907,471 Less amount representing coupon interest (11,535) Gross balance of long-term debt $ 895,936 Less unamortized debt discount (19,262) Carrying value of long-term debt $ 876,674 Less current portion of long-term debt (89,419) Long-term debt, less current portion and unamortized debt discount $ 787,255 |
Share-based Compensation (Notes
Share-based Compensation (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation We currently grant stock options, restricted stock awards, performance stock units and restricted stock units under the Amended and Restated 2021 Stock Plan (“2021 Stock Plan”), which was approved by the stockholders on May 5, 2021 an d provides for the grant of up to 17.8 million shares of common stock to selected employees, consultants and non-employee members of our Board of Directors as stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and performance awards. Awards are subject to terms and conditions established by the Compensation Committee of our Board of Directors. During the year ended December 31, 2021, we granted share-based awards under the 2021 Stock Plan. At December 31, 2021, 5,893,498 shares were subject to outstanding awards and 16,974,468 shares were available for future grants of share-based awards. Total share-based compensation expense related to share-based awards was comprised of the following (in thousands): Year Ended December 31, 2021 2020 2019 Research and development $ 6,992 $ 5,484 $ 15,107 Selling, general and administrative 13,828 11,720 19,669 Share-based compensation expense $ 20,820 $ 17,204 $ 34,776 Share-based compensation expense by type of share-based award (in thousands): Year Ended December 31, 2021 2020 2019 Stock options $ 10,252 $ 8,955 $ 17,624 RSAs, RSUs, PSUs and ESPP 10,568 8,249 17,152 $ 20,820 $ 17,204 $ 34,776 Total unrecognized estimated compensation cost by type of award and the weighted-average remaining requisite service period over which such expense is expected to be recognized (in thousands, unless otherwise noted): December 31, 2021 Unrecognized Remaining Stock options $ 19,973 2.38 RSUs $ 17,694 2.10 PSUs $ 1,715 1.74 ESPP $ 167 0.45 In February 2021, our Board of Directors approved our 2021 ESPP and our stockholders approved the plan in May 2021. The ESPP enables eligible employees to purchase shares of our common stock at the end of each offering period at a price equal to 85% of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower. Share purchases are funded through payroll deduction of at least 1% and up to 15% of an employee’s compensation for each payroll period, and no employee may purchase shares under the ESPP that exceeds $25,000 worth of our common stock for a calendar year. As of December 31, 2021, 2,682,227 shares were available for future purchase. The offering period is generally for a six-months period and the first offering period commenced on June 16, 2021. Offering periods shall commence on or about the sixteenth day of June and December of each year and end on or about the fifteenth day of the next December and June respectively, occurring thereafter. During the three months ended December 31, 2021, 17,773 shares were issued pursuant to the ESPP. Stock Options. Options granted under the Plans must have an exercise price equal to at least 100% of the fair market value of our common stock on the date of grant. The options generally have a maximum contractual term of ten years and vest at the rate of one-fourth of the shares on the first anniversary of the date of grant and 1/48 of the shares monthly thereafter. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plans). A summary of our stock option award activity as of and for the year ended December 31, 2021 is as follows: Shares Weighted Weighted Aggregate Outstanding at December 31, 2020 5,633,622 $15.83 Granted 835,615 $47.41 Exercised (1,179,032) $14.09 Canceled/forfeited (324,831) $28.06 Outstanding at December 31, 2021 4,965,374 $20.76 6.31 $101.8 Vested and expected to vest at December 31, 2021 4,965,374 $20.76 6.31 $101.8 Exercisable at December 31, 2021 3,207,090 $14.98 5.12 $80.9 The weighted average grant date fair values of options granted during the years ended December 31, 2021, 2020 and 2019 were $18.21 per share, $20.74 per share and $16.46 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was approximately $33.5 million, $49.7 million and $10.6 million, respectively. Cash received from stock option exercises for the years ended December 31, 2021, 2020 and 2019 was approximately $16.6 million, $66.2 million and $16.5 million, respectively. The exercise price of stock options granted is equal to the closing price of the common stock on the date of grant. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model (“Black-Scholes model”). Expected volatility is based on historical volatility of our common stock. The expected term of options granted is based on analyses of historical employee termination rates and option exercises. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The dividend yield assumption is based on the expectation of no future dividend payments. The assumptions used in the Black-Scholes model were as follows: Year Ended December 31, 2021 2020 2019 Expected volatility 41.01-46.45% 47.57-51.82% 51.56-56.94% Average expected term (in years) 4.7 5.1 5.5 Risk-free interest rate 0.36-1.20% 0.22-1.67% 1.35-2.56% Expected dividend yield — — — Restricted Stock Awards . RSAs are grants that entitle the holder to acquire shares of our common stock at zero cost. The shares covered by a RSA cannot be sold, pledged, or otherwise disposed of until the award vests and any unvested shares may be reacquired by us for the original purchase price following the awardee’s termination of service. The RSAs will generally vest at the rate of one-fourth of the shares on each anniversary of the date of grant. Annual grants of RSAs to the Board of Directors typically vest in approximately one year. The following table summarizes our RSA activity during the year ended December 31, 2021: Number of Weighted Unvested at December 31, 2020 61,803 $22.66 Granted — $0.00 Vested (61,803) $22.66 Forfeited — $0.00 Unvested at December 31, 2021 — $0.00 The estimated fair value of the RSAs was based on the closing market value of our common stock on the date of grant. The total grant date fair value of RSAs vested during the years ended December 31, 2021, 2020 and 2019 was approximately $1.4 million, $2.4 million and $3.3 million, respectively. The fair value of RSAs vested during the years ended December 31, 2021, 2020 and 2019, was approximately $3.1 million, $4.3 million and $4.2 million, respectively. Restricted Stock Units . A RSU is a promise by us to issue a share of our common stock upon vesting of the unit. The RSUs will generally vest at the rate of one-fourth of the shares on each anniversary of the date of grant. The following table summarizes our RSU activity during the year ended December 31, 2021: Number of Weighted Weighted Aggregate Outstanding at December 31, 2020 1,029,912 $18.31 Granted 357,955 $47.89 Vested (384,557) $17.13 Forfeited (144,568) $27.97 Outstanding at December 31, 2021 858,742 $29.54 1.14 $34.5 The estimated fair value of the RSUs was based on the closing market value of our common stock on the date of grant. The total grant date fair value of RSUs vested during the years ended December 31, 2021, 2020 and 2019 was approximately $6.6 million, $10.1 million and $19.1 million, respectively. The fair value of RSUs vested during the years ended December 31, 2021, 2020 and 2019 was approximately $19.0 million, $14.0 million and $18.5 million, respectively. Performance Stock Units . A PSU is a promise by us to issue a share of our common stock upon achievement of a specific performance condition. The following table summarizes our PSU activity during the year ended December 31, 2021: Number of Weighted Outstanding at December 31, 2020 40,796 $16.32 Granted 41,202 $63.41 Vested (10,196) $13.59 Forfeited (2,420) $63.41 Outstanding at December 31, 2021 69,382 $40.66 The estimated fair value of the PSUs was based on the closing market value of our common stock on the date of grant. The fair value of PSUs vested during the years ended December 31, 2021 and 2020 was $0.1 million and zero, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity During the years ended December 31, 2021, 2020 and 2019, we issued an aggregate of 1,179,032, 4,705,843 and 1,540,690 shares of common stock, respectively, in connection with the exercises of stock options, for net proceeds of approximately $16.6 million, $66.2 million and $16.5 million, respectively. For the years ended December 31, 2021, 2020 and 2019, we issued 299,958, 571,963 and 952,182 shares of common stock, respectively, upon vesting of certain RSUs and PSUs for which the RSU holders surrendered 94,795, 142,905 and 140,466 RSUs, respectively, to pay for minimum withholding taxes totaling approximately $8.2 million, $5.5 million and $7.0 million, respectively. Stock options and unvested restricted units totaling approximately 5.9 million, 6.7 million and 13.6 million shares of our common stock were outstanding as of December 31, 2021, 2020 and 2019, respectively. Share Repurchases In November 2019, the Board of Directors authorized a capital return program to repurchase up to $550.0 million of outstanding common stock over a three In December 2021, the Board of Directors authorized a second capital return program to repurchase up to $750.0 million of outstanding stock over a three We had the following activity under the approved share repurchase programs (dollars in thousands, except share and per share data) 2021 Total Number of Shares Purchased Weighted Average Price paid Per Share Total Cost (1) First quarter (2) 1,775,945 $42.89 $76,179 Second quarter 1,037,547 $47.05 $48,842 Third quarter 1,562,613 $41.40 $64,717 Fourth quarter 273,210 $37.75 $10,320 4,649,315 $43.02 $200,058 Accelerated share repurchase (3) 3,462,204 $150,000 (1) Included in the total cost of shares purchased is a commission fee of $0.02 per share. (2) This includes the 0.5 million shares delivered in April upon completion of the ASR. (3) Purchased under the share repurchase program authorized in December 2021 through an ASR agreement to repurchase $150.0 million of common stock. In December 2021 we took initial delivery of 3.5 million shares. The final shares will be delivered on or before June 14, 2022. |
Net Income (loss) per share
Net Income (loss) per share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (loss) per share | Net Income (loss) per share Basic net income per common share is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Outstanding stock options, unvested RSAs, unvested RSUs, unvested PSUs, common shares expected to be issued under our ESPP and the Convertible Notes are considered common stock equivalents and are only included in the calculation of diluted earnings per common share when net income is reported and their effect is dilutive. Potentially dilutive common shares issuable upon vesting of stock options, RSAs, RSUs and PSUs are determined using the average share price for each period under the treasury stock method. Potentially dilutive common shares issuable upon conversion of our Convertible Notes are determined using the if-converted method. Since we have committed to settle the principal amount of the Convertible Notes in cash upon conversion only, the number of shares for the conversion spread will be included as a dilutive common stock equivalent. A reconciliation of the numerators and the denominators of the basic and diluted net income per common share computations is as follows (in thousands, except per share amounts): Twelve Months Ended 2021 2020 2019 Numerator: Net income $ 402,710 $ 129,085 $ (72,240) Denominator: Weighted average common shares outstanding for basic net income per share 140,646 136,206 144,329 Dilutive potential common stock outstanding: Stock Options 2,737 2,317 — RSAs, RSUs, PSUs and ESPP 555 627 — Convertible Notes 2,858 2,313 — Weighted average common shares outstanding for diluted net income per share 146,796 141,463 144,329 Net income per share: Basic $ 2.86 $ 0.95 $ (0.50) Diluted $ 2.74 $ 0.91 $ (0.50) Shares which have been excluded from the calculation of diluted net income per common share because their effect was anti-dilutive, include the following (shares in millions): Twelve Months Ended 2021 2020 2019 Anti-dilutive securities (1) 13.8 18.6 33.1 (1). The anti-dilutive securities include outstanding stock options, unvested RSAs, unvested RSUs, unvested PSUs, common shares expected to be issued under our ESPP and Convertible Notes. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases Our administrative offices and research facilities are located in San Diego, California. We lease an aggregate of approximately 50,000 square feet of office and research space in two buildings. The leases commenced in June 2011, November 2013 and June 2018 and continue through January 2023. The leases are subject to approximately 3.0% annual increases throughout the terms of the leases. We also pay a pro rata share of operating costs, insurance costs, utilities and real property taxes. Additionally, we lease certain office equipment under operating leases. Total rent expense was approximately $2.0 million, $2.3 million and $2.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. Approximate annual future minimum operating lease payments as of December 31, 2021 are as follows (in thousands): Year: Operating 2022 $ 2,711 2023 215 2024 18 2025 — 2026 — Total minimum lease payments $ 2,944 Less imputed interest (124) Total $ 2,820 The weighted-average remaining lease term of our operating leases is approximately 1.13 years. Other Commitments We have existing supply agreements with contract manufacturing organizations Avid Bioservices, Inc. (“Avid”) and Catalent Indiana LLC (formerly Cook Pharmica LLC) (“Catalent”) to produce supplies of bulk rHuPH20. Under the terms of the agreements, we are committed to certain minimum annual purchases of bulk rHuPH20. At December 31, 2021, we had a $79.9 million minimum purchase obligation in connection with these agreements. In June 2011, we entered into a services agreement with Patheon for the technology transfer and manufacture of Hylenex recombinant. At December 31, 2021, we had a $4.3 million minimum purchase obligation in connection with this agreement. Legal Contingencies From time to time, we may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of our business. Any of these claims could subject us to costly legal expenses and, while we generally believe that we have adequate insurance to cover many different types of liabilities, our insurance carriers may deny coverage or our policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on our consolidated results of operations and financial position. Additionally, any such claims, whether or not successful, could damage our reputation and business. We currently are not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our consolidated results of operations or financial position. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Total income (loss) before income taxes summarized by region were as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 248,071 $ 130,427 $ (70,737) Foreign 447 (1,125) (1,514) Net income (loss) before income taxes $ 248,518 $ 129,302 $ (72,251) Significant components of our net deferred tax assets/(liabilities) were as follows (in thousands). December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 42,182 $ 84,278 Deferred revenue 909 253 Research and development and orphan drug credits 109,041 114,357 Share-based compensation 1,814 4,637 ASC 842 lease liability 600 1,081 Interest expense limitation — 5,536 Other, net 3,449 3,478 157,995 213,620 Valuation allowance for deferred tax assets (500) (199,827) Deferred tax assets, net of valuation allowance 157,495 13,793 Deferred tax liabilities: Depreciation (1,185) (1,002) Convertible note (17) (11,776) ASC 842 right of use asset (426) (733) Other, net (433) (282) Total deferred tax liabilities (2,061) (13,793) Net deferred tax asset $ 155,434 $ — A valuation allowance of $0.5 million and $199.8 million has been established to offset the net deferred tax assets as of December 31, 2021 and 2020, respectively, as realization of such assets is uncertain. On a periodic basis, we reassess the valuation allowance of our DTAs, weighing all positive and negative evidence, to assess if it is more-likely-than-not that some or all of our DTAs will be realized. In 2021, we have demonstrated profitability and cumulative pretax income and are forecasting income growth. After assessing both the positive and negative evidence, we determined that it was more likely than not that our DTAs would be realized and released the valuation allowance related to federal and state DTAs resulting in a net benefit from income taxes of $154.2 million. We will continue to evaluate the need for valuation allowance for our DTAs. Income tax (benefit) expense was comprised of the following components (in thousands): Year Ended December 31, 2021 2020 2019 Current - federal $ (9) $ (11) $ 114 Current - state 1,251 228 (40) Deferred - federal (117,925) — (85) Deferred - state (37,509) — — $ (154,192) $ 217 $ (11) The provision for income taxes on earnings subject to income taxes differs from the statutory federal income tax rate due to the following (in thousands): Year Ended December 31, 2021 2020 2019 Federal income tax expense (benefit) at 21% $ 52,188 $ 27,153 $ (15,173) State income tax expense (benefit), net of federal income tax impact 6,690 (1,942) (1,509) (Decrease) increase in valuation allowance (211,039) 44,727 8,147 Worthless stock deduction of international subsidiary — (67,322) — Foreign income subject to tax at other than federal statutory rate (94) 237 318 Share-based compensation (2,690) (4,117) 315 Executive compensation limitation 3,051 1,434 858 Non-deductible expenses and other 634 47 66 Foreign-derived intangible income (2,932) — — Research and development credits, net — — (1,091) Orphan drug credits, net of federal add back — — (5,718) Convertible note discount in APIC — — 13,776 $ (154,192) $ 217 $ (11) At December 31, 2021, our unrecognized tax benefit and uncertain tax positions were $17.7 million, which will impact the effective tax rate when resolved. Of the unrecognized tax benefits, we do not expect any significant changes to occur in the next 12 months. Interest and/or penalties related to uncertain income tax positions are recognized by us as a component of income tax expense. For the years ended December 31, 2021, 2020 and 2019, we recognized an immaterial amount of interest and penalties. The following table summarizes the activity related to our unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 2019 Gross unrecognized tax benefits at beginning of period $ 19,167 $ 21,483 $ 20,028 Increases in tax positions for prior years 21 41 69 Decreases in tax positions for prior years and lapse in statue of limitations (1,496) (2,357) (23) Increases in tax positions for current year — — 1,409 Gross unrecognized tax benefits at end of period $ 17,692 $ 19,167 $ 21,483 At December 31, 2021, we had federal, California and other state tax net operating loss carryforwards of approximately $116.5 million, $235.1 million and $26.1 million, respectively. The following table shows key expiration dates of the federal and California net operating loss carryforwards (in thousands): Expires in: Net Operating Loss 2021 2022 and beyond 2028 and beyond Federal $ 116,534 $ — $ — $ 116,534 California $ 235,061 $ — $ — $ 235,061 At December 31, 2021, we had federal and California research and development tax credit carryforwards of approximately $24.2 million and $17.0 million, respectively. The federal research and development tax credits will begin to expire in 2030 unless previously utilized. The California research and development tax credits will carryforward indefinitely until utilized. Additionally, we had Orphan Drug Credit carryforwards of $88.0 million which will begin to expire in 2034. Pursuant to Internal Revenue Code Section 382, the annual use of the net operating loss carryforwards and research and development tax credits could be limited by any greater than 50% ownership change during any three year testing period. As a result of any such ownership change, portions of our net operating loss carryforwards and research and development tax credits are subject to annual limitations. We completed an updated Section 382 analysis regarding the limitation of the net operating losses and research and development credits as of December 31, 2020. Based upon the analysis, we determined that ownership changes occurred in prior years; however, the annual limitations on net operating loss and research and development tax credit carryforwards will not have a material impact on the future utilization of such carryforwards. We do not provide for U.S. income taxes on the undistributed earnings of our foreign subsidiary as it is our intention to utilize those earnings in the foreign operations for an indefinite period of time. At December 31, 2021 and 2020, there were no undistributed earnings in foreign subsidiaries. We are subject to taxation in the U.S. and in various state and foreign jurisdictions. Our tax years for 2004 and forward are subject to examination by the U.S. and California tax authorities due to the carryforward of unutilized net operating losses and research and development credits. |
Employee Savings Plan (Notes)
Employee Savings Plan (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Employee Savings PlanWe have an employee savings plan pursuant to Section 401(k) of the Internal Revenue Code. All employees are eligible to participate, provided they meet the requirements of the plan. We are not required to make matching contributions under the plan. However, we voluntarily contributed to the plan approximately $1.1 million, $1.1 million and $2.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Valuation and Qualifying Accounts (in thousands) Balance at Beginning of Period Additions Deductions Balance at End of Period For the year ended December 31, 2021 Accounts receivable allowances (1) $ 1,003 $ 8,131 $ (7,994) $ 1,140 For the year ended December 31, 2020 Accounts receivable allowances (1) $ 797 $ 13,276 $ (13,070) $ 1,003 For the year ended December 31, 2019 Accounts receivable allowances (1) $ 592 $ 7,327 $ (7,122) $ 797 _______________ |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. |
Cash Equivalents | Cash Equivalents and Marketable Securities Cash equivalents consist of highly liquid investments, readily convertible to cash, that mature within ninety days or less from the date of purchase. As of December 31, 2021, our cash equivalents consisted of money market funds and treasury bills. |
Marketable Securities | Marketable securities are investments with original maturities of more than ninety days from the date of purchase that are specifically identified to fund current operations. Marketable securities are considered available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date which reflects management’s intention to use the proceeds from the sale of these investments to fund our operations, as necessary. Such available-for-sale investments are carried at fair value with unrealized gains and losses recorded in other comprehensive income (loss) and included as a separate component of stockholders’ equity. The cost of marketable securities is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in investment and other income, net in the consolidated statements of operations. We use the specific identification method for calculating realized gains and losses on marketable securities sold. None of the realized gains and losses and declines in value judged to be as a result of credit loss on marketable securities, if any, are included in investment and other income, net in the consolidated statements of operations. |
Restricted Cash | Restricted Cash Under the terms of the leases of our facilities, we are required to maintain letters of credit as security deposits during the terms of such leases. At December 31, 2021 and 2020, restricted cash of $0.5 million was pledged as collateral for the letters of credit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance for fair value measurements establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Our financial instruments include cash equivalents, available-for-sale marketable securities, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses and long-term debt. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. Available-for-sale marketable securities consist of asset-backed securities, corporate debt securities, U.S. Treasury securities and commercial paper, and are measured at fair value using Level 1 and Level 2 inputs. Level 2 financial instruments |
Concentration of Credit Risk, Sources of Supply and Significant Customers | Concentrations of Credit Risk, Sources of Supply and Significant Customers We are subject to credit risk from our portfolio of cash equivalents and marketable securities. These investments were made in accordance with our investment policy which specifies the categories, allocations, and ratings of securities we may consider for investment. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive without significantly increasing risk. We maintain our cash and cash equivalent balances with one major commercial bank and marketable securities with another financial institution. Deposits held with the financial institutions exceed the amount of insurance provided on such deposits. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and marketable securities to the extent recorded on the consolidated balance sheets. We are also subject to credit risk from our accounts receivable related to our product sales and revenues under our license and collaborative agreements. We have license and collaborative agreements with pharmaceutical companies under which we receive payments for royalties, license fees, milestone payments for specific achievements designated in the collaborative agreements, reimbursements of research and development services and supply of bulk formulation of rHuPH20. In addition, we sell Hylenex ® recombinant in the United States to a limited number of established wholesale distributors in the pharmaceutical industry. Credit is extended based on an evaluation of the customer’s financial condition, and collateral is not required. Management monitors our exposure to accounts receivable by periodically evaluating the collectability of the accounts receivable based on a variety of factors including the length of time the receivables are past due, the financial health of the customer and historical experience. Based upon the review of these factors, we recorded no allowance for doubtful accounts at December 31, 2021 and 2020. Approximately 90% of the accounts receivable balance at December 31, 2021 represents amounts due from Janssen, Roche and Baxalta. Approximately 74% of the accounts receivable balance at December 31, 2020 represents amounts due from Janssen, Roche and Baxalta. The following table indicates the percentage of total revenues in excess of 10% with any single customer: Year Ended December 31, 2021 2020 2019 Partner A 25% 35% 40% Partner B 48% 26% 18% Partner C —% 11% —% Partner D —% 8% 23% Partner E 10% —% —% We attribute revenues under collaborative agreements, including royalties, to the individual countries where the customer is headquartered. We attribute revenues from product sales to the individual countries to which the product is shipped. Worldwide revenues from external customers are summarized by geographic location in the following table (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 293,089 $ 106,918 $ 28,178 Switzerland 134,117 95,949 109,754 Ireland 14 30,552 589 Belgium 199 20,086 45,060 Japan 11,934 10,644 9,905 All other foreign 3,957 3,445 2,506 Total revenues $ 443,310 $ 267,594 $ 195,992 We rely on two third-party manufacturers for the supply of bulk rHuPH20 for use in the manufacture of Hylenex recombinant and our other collaboration products and product candidates. Payments due to these suppliers represented 36% and 75% of the accounts payable balance at December 31, 2021 and 2020, respectively. We also rely on a third-party manufacturer for the fill and finish of Hylenex recombinant product under a contract. There were no payments due to this supplier at December 31, 2021 and 2020. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable is recorded at the invoiced amount and is non-interest bearing. Accounts receivable is recorded net of allowances for doubtful accounts, cash discounts for prompt payment, distribution fees and chargebacks. We recorded no allowance for doubtful accounts at December 31, 2021 and 2020 as the collectability of accounts receivable was reasonably assured. |
Inventories | Inventories Inventories are stated at lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventories are reviewed periodically for potential excess, dated or obsolete status. We evaluate the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared to quantities on hand, the price we expect to obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand. As of December 31, 2021 and 2020, inventories consisted of $1.6 million and $1.3 million, respectively, of Hylenex inventory, net and $52.3 million and $59.4 million, respectively, of bulk rHuPH20. |
Leases | Leases The Company has entered into operating leases primarily for real estate and automobiles. These leases have terms which range from 3 years to 6 years. We determine if an arrangement contains a lease at inception. Right of use (“ROU”) assets and liabilities resulting from operating leases are included in property and equipment, accrued expenses and other long-term liabilities on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the discount rate to calculate the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our leases often include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that we will exercise that option. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. |
Property and Equipment, Net | Property and Equipment, NetProperty and equipment, including ROU assets are recorded at cost, less accumulated depreciation and amortization. Equipment is depreciated using the straight-line method over its estimated useful life ranging from three years to ten years and leasehold improvements are amortized using the straight-line method over the estimated useful life of the asset or the lease term, whichever is shorter. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsWe account for long-lived assets in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during the period from transactions and other events and circumstances from non-owner sources. |
Revenue Recognition | Revenue Recognition We generate revenues from payments received under collaborative agreements and product sales. We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligations. Revenues under Collaborative Agreements Under these agreements, we grant the collaboration partner a worldwide license to develop and commercialize products using our ENHANZE technology to combine our patented rHuPH20 enzyme with their proprietary biologics directed at up to a specified number of targets. Targets are usually licensed on an exclusive, global basis. Targets selected subsequent to inception of the arrangement require payment of an additional license fee. The collaboration partner is responsible for all development, manufacturing, clinical, regulatory, sales and marketing costs for any products developed under the agreement. We are responsible for supply of bulk rHuPH20 based on the collaboration partner’s purchase orders, and may also be separately engaged to perform research and development services. While these collaboration agreements are similar in that they originate from the same framework, each one is the result of an arms-length negotiation and thus may vary from one to the other. We collect an upfront license payment from collaboration partners, and are also entitled to receive event-based payments subject to collaboration partners’ achievement of specified development, regulatory and sales-based milestones. In several agreements, collaboration partners pay us annual fees to maintain their exclusive license rights if they are unable to advance product development to specified stages. We earn separate fees for bulk rHuPH20 supplies and research and development services. In addition, collaboration partners will pay us royalties at an on average mid-single digit percent rate of their sales if products under the collaboration are commercialized. All amounts owed to us are noncancelable after the underlying triggering event occurs, and nonrefundable once paid. Unless terminated earlier in accordance with its terms, collaborations generally continue in effect until the last to expire royalty payment term, as determined on a product by product and on a country by country basis, with each royalty term starting on the first commercial sale of that product and ending the later of: (i) a specified period or term set forth in the agreement or (ii) expiration of the last to expire of the valid claims of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers a product developed under the collaboration. When there are no valid claims during the applicable royalty term in a given country, the royalty rate is reduced for those sales. Collaboration partners may terminate the agreement prior to expiration for any reason in its entirety or on a target-by-target basis generally upon 90 days prior written notice to us. Upon any such termination, the license granted to collaboration partners (in total or with respect to the terminated target, as applicable) will terminate provided, however, that in the event of expiration of the agreement (as opposed to a termination), the on-going licenses granted will become perpetual, non-exclusive and fully paid. Although these agreements are in form identified as collaborative agreements, we concluded for accounting purposes they represent contracts with customers and are not subject to accounting literature on collaborative arrangements. This is because we grant to collaboration partners licenses to our intellectual property, and provide supply of bulk rHuPH20 and research and development services which are all outputs of our ongoing activities, in exchange for consideration. Under these collaborative agreements, we do not develop assets jointly with collaboration partners, and do not share in significant risks of their development or commercialization activities. Accordingly, we concluded our collaborative agreements are appropriately accounted for pursuant to ASC Topic 606, Revenue from Contracts with Customers. Under all of our collaborative agreements, we have identified licenses to use functional intellectual property as the only performance obligation. The intellectual property underlying the license is our proprietary ENHANZE ® technology which represents application of rHuPH20 to facilitate delivery of drugs or fluids. Each of the licenses grants the collaboration partners rights to use our intellectual property as it exists and is identified on the effective date of the license, because there is no ongoing development of the ENHANZE technology required. Therefore, we recognize revenue from licenses at the point when the license becomes effective and the collaboration partner has received access to our intellectual property, usually at the inception of the agreement. When collaboration partners can select additional targets to add to the licenses granted, we consider these rights to be options. We evaluate whether such options contain material rights, i.e. have exercise prices that are discounted compared to what we would charge for a similar license to a new collaboration partner. The exercise price of these options includes a combination of the target selection fees, event-based milestone payments and royalties. When these amounts in aggregate are not offered at a discount that exceeds discounts available to other customers, we conclude the option does not contain a material right, and we consider grants of additional licensing rights upon option exercises to be separate contracts (target selection contracts). We provide customary indemnification and protection of licensed intellectual property for our customers. These provisions are part of assurance that the licenses meet the agreements’ representations and are not obligations to provide goods or services. We also fulfill purchase orders for supply of bulk rHuPH20 and perform research and development services pursuant to projects authorization forms for our collaboration partners, which represent separate contracts. Additionally, we price our supply of bulk rHuPH20 and research and development services at our regular selling prices, called standalone selling price or (“SSP”). Therefore, our collaboration partners do not have material rights to order these items at prices not reflective of SSP. Refer to the discussion below regarding recognition of revenue for these separate contracts. Transaction price for a contract represents the amount to which we are entitled in exchange for providing goods and services to the customer. Transaction price does not include amounts subject to uncertainties unless it is probable that there will be no significant reversal of revenue when the uncertainty is resolved. Apart from the upfront license payment (or target selection fees in the target selection contracts), all other fees we may earn under our collaborative agreements are subject to significant uncertainties of product development. Achievement of many of the event-based development and regulatory milestones may not be probable until such milestones are actually achieved. This generally relates to milestones such as obtaining marketing authorization approvals. With respect to other development milestones, e.g. dosing of a first patient in a clinical trial, achievement could be considered probable prior to its actual occurrence, based on the progress towards commencement of the trial. In order to evaluate progress towards commencement of a trial, we assess the status of activities leading up to our collaboration partner’s initiation of a trial such as feedback received from the applicable regulatory authorities, completion of IND or equivalent filings, readiness and availability of drug, readiness of study sites and our collaboration partner’s commitment of resources to the program. We do not include any amounts subject to uncertainties into the transaction price until it is probable that the amount will not result in a significant reversal of revenue in the future. At the end of each reporting period, we re-evaluate the probability of achievement of such milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. When target exchange rights are held by collaboration partners, and the amounts attributed to these rights are not refundable, they are included in the transaction price. However, they are recorded as deferred revenues because we have a potential performance obligation to provide a new target upon an exchange right being exercised. These amounts are recognized in revenue when the right of exchange expires or is exercised. Because our agreements have one type of performance obligation (licenses) which are typically all transferred at the same time at agreement inception, allocation of transaction price often is not required. However, allocation is required when licenses for some of the individual targets are subject to rights of exchange, because revenue associated with these targets cannot be recognized. When allocation is needed, we perform an allocation of the upfront amount based on relative SSP of licenses for individual targets. We determine license SSP using income-based valuation approach utilizing risk-adjusted discounted cash flow projections of the estimated return a licensor would receive. When amounts subject to uncertainties, such as milestones and royalties, are included in the transaction price, we attribute them to the specific individual target licenses which generate such milestone or royalty amounts. We also estimate SSP of bulk rHuPH20 and research and development services, to determine that our collaboration partners do not have material rights to order them at discounted prices. For supplies of bulk rHuPH20, because we effectively act as a contract manufacturer to our collaboration partners, we estimate and charge SSP based on the typical contract manufacturer margins consistently with all of our collaborative partners. We determine SSP of research and development services based on a fully-burdened labor rate. Our rates are comparable to those we observe in other collaborative agreements. We also have a history of charging similar rates to all of our collaboration partners. Upfront amounts allocated to licenses to individual targets are recognized as revenue when the license is transferred to the collaboration partner, as discussed above, if the license is not subject to exchange rights, or when the exchange right expires or is exercised. Development milestones and other fees are recognized in revenue when they are included in the transaction price, because by that time we have already transferred the related license to the collaboration partner. Sales-based milestones and royalties cannot be recognized until the underlying sales occur. We do not receive final royalty reports from our collaboration partners until after we complete our financial statements for a prior quarter. Therefore, we recognize revenue based on estimates of the royalty earned, which are based on internal estimates and available preliminary reports provided by our collaboration partners. We will record a true-up in the following quarter if necessary, when final royalty reports are received. To date, we have not recorded any material true-ups. In contracts to provide research and development services, such services represent the only performance obligation. The fees are charged based on hours worked by our employees and the fixed contractual rate per hour, plus third-party pass-through costs, on a monthly basis. We recognize revenues as the related services are performed based on the amounts billed, as the collaboration partner consumes the benefit of research and development work simultaneously as we perform these services, and the amounts billed reflect the value of these services to the customer. Refer to Note 4 Revenue, for further discussion on our collaborative arrangements. Product Sales, Net Hylenex Recombinant We sell Hylenex recombinant in the U.S. to wholesale pharmaceutical distributors, who sell the product to hospitals and other end-user customers. Sales to wholesalers are made pursuant to purchase orders subject to the terms of a master agreement, and delivery of individual packages of Hylenex recombinant represent performance obligations under each purchase order. We use a contract manufacturer to produce Hylenex recombinant and a third-party logistics (3PL) vendor to process and fulfill orders . We concluded we are the principal in the sales to wholesalers because we control access to services rendered by both vendors and direct their activities. We have no significant obligations to wholesalers to generate pull-through sales. Selling prices initially billed to wholesalers are subject to discounts for prompt payment and subsequent chargebacks when wholesalers sell Hylenex recombinant at negotiated discounted prices to members of certain group purchasing organizations (“GPOs”) and government programs. We also pay quarterly distribution fees to certain wholesalers for inventory reporting and chargeback processing, and to GPOs as administrative fees for services and for access to GPO members. We concluded the benefits received in exchange for these fees are not distinct from our sales of Hylenex recombinant, and accordingly we apply these amounts to reduce revenues. Wholesalers also have rights to return unsold product nearing or past the expiration date. Because of the shelf life of Hylenex recombinant and our lengthy return period, there may be a significant period of time between when the product is shipped and when we issue credits on returned product. We estimate the transaction price when we receive each purchase order taking into account the expected reductions of the selling price initially billed to the wholesaler arising from all of the above factors. We have compiled historical experience and data to estimate future returns and chargebacks of Hylenex recombinant and the impact of the other discounts and fees we pay. When estimating these adjustments to the transaction price, we reduce it sufficiently to be able to assert that it is probable that there will be no significant reversal of revenue when the ultimate adjustment amounts are known. Each purchase order contains only one type of product, and is usually shipped to the wholesaler in a single shipment. Therefore, allocation of the transaction price to individual packages is not required. We recognize revenue from Hylenex recombinant product sales and related cost of sales upon product delivery to the wholesaler location. At that time, the wholesalers take control of the product as they take title, bear the risk of loss of ownership, and have an enforceable obligation to pay us. They also have the ability to direct sales of product to their customers on terms and at prices they negotiate. Although wholesalers have product return rights, we do not believe they have a significant incentive to return the product to us. Upon recognition of revenue from product sales of Hylenex recombinant, the estimated amounts of credit for product returns, chargebacks, distribution fees, prompt payment discounts, and GPO fees are included in sales reserves, accrued liabilities and net of accounts receivable. We monitor actual product returns, chargebacks, discounts and fees subsequent to the sale. If these amounts differ from our estimates, we make adjustments to these allowances, which are applied to increase or reduce product sales revenue and earnings in the period of adjustment. In connection with the orders placed by wholesalers, we incur costs such as commissions to our sales representatives. However, as revenue from product sales is recognized upon delivery to the wholesaler, which occurs shortly after we receive a purchase order, we do not capitalize these commissions and other costs, based on application of the practical expedient allowed within the applicable guidance. Bulk rHuPH20 We sell bulk rHuPH20 to collaboration partners for use in research and development; subsequent to receiving marketing approval, we sell it for use in collaboration commercial products. Sales are made pursuant to purchase orders subject to the terms of the collaborative agreement, and delivery of units of bulk rHuPH20 represent performance obligations under each purchase order. We provide a standard warranty that the product conforms to specifications. We use contract manufacturers to produce bulk rHuPH20 and have concluded we are the principal in the sales to collaboration partners. The transaction price for each purchase order of bulk rHuPH20 is fixed based on the cost of production plus a contractual markup, and is not subject to adjustments. Allocation of the transaction price to individual quantities of the product is usually not required because each order contains only one type of product. We recognize revenue from the sale of bulk rHuPH20 as product sales and related cost of sales upon transfer of title to our partners. At that time, the partners take control of the product, bear the risk of loss of ownership, and have an enforceable obligation to pay us. Revenue Presentation In our statements of operations, we report as revenues under collaborative agreements the upfront payments, event-based development and regulatory milestones and sales milestones. We also include in this category revenues from separate research and development contracts pursuant to project authorization forms. We report royalties received from collaboration partners as a separate line in our statements of operations. Revenues from sales of Hylenex recombinant, bulk rHuPH20 and ENHANZE drug product are included in product sales, net. In the footnotes to our financial statements, we provide disaggregated revenue information by type of arrangement (product sales, net, collaborative agreements and research and development services), and additionally, by type of payment stream received under collaborative agreements (upfront license fees, event-based development and regulatory milestones and other fees, sales milestones and royalties). |
Cost of Product Sales | Cost of Product SalesCost of product sales consists primarily of raw materials, third-party manufacturing costs, fill and finish costs, freight costs, internal costs and manufacturing overhead associated with the production of Hylenex recombinant and bulk rHuPH20 and ENHANZE drug product. Cost of product sales also consists of the write-down of excess, dated and obsolete inventories and the write-off of inventories that do not meet certain product specifications, if any. |
Research and Development Expenses | Research and Development Expenses Research and development expenses include salaries and benefits, facilities and other overhead expenses, research related manufacturing services, contract services and other outside expenses. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to our research and development efforts and have no alternative future uses. We are obligated to make upfront payments upon execution of certain research and development agreements. Advance payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are deferred. Such amounts are recognized as expense as the related goods are delivered or the related services are performed or such time when we do not expect the goods to be delivered or services to be performed. |
Clinical Trial Expenses | Clinical Trial Expenses We make payments in connection with our clinical trials under contracts with contract research organizations that support conducting and managing clinical trials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time and materials basis. A portion of our obligation to make payments under these contracts depends on factors such as the successful enrollment or treatment of patients or the completion of other clinical trial milestones. |
Share-Based Compensation | Share-Based Compensation We record compensation expense associated with stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance stock units (“PSUs”) and shares issued under our employee stock purchase plan (“ESPP”) in accordance with the authoritative guidance for stock-based compensation. The cost of employee services received in exchange for an award of an equity instrument is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense on a straight-line basis over the requisite service period of the award. Share-based compensation expense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Forfeitures are recognized as a reduction of share-based compensation expense as they occur. |
Income Taxes | Income Taxes We provide for income taxes using the liability method. Under this method, deferred income tax assets and liabilities are determined based on the differences between the financial statement carrying amounts of existing assets and liabilities at each year end and their respective tax bases and are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Significant judgment is required by management to determine our provision for income taxes, our deferred tax assets and liabilities, and the valuation allowance to record against our net deferred tax assets, which are based on complex and evolving tax regulations throughout the world. Deferred tax assets (“DTA”) and other tax benefits are recorded when they are more likely than not to be realized. We maintain a full valuation allowance on our DTAs until there is sufficient evidence to support the reversal of all or some portion of these allowances. On a periodic basis, we reassess the valuation allowance of our DTAs, weighing all positive and negative evidence, to assess if it is more-likely-than-not that some or all of our DTAs will be realized. In 2021, we demonstrated profitability and cumulative pretax income and are forecasting income growth. After assessing both the positive and negative evidence, we determined that it was more likely than not that our DTAs would be realized and released the valuation allowance related to federal and state DTAs |
Segment Information | Segment InformationWe operate our business in one segment, which includes all activities related to the research, development and commercialization of our proprietary enzymes. This segment also includes revenues and expenses related to (i) research and development and bulk rHuPH20 manufacturing activities conducted under our collaborative agreements with third parties and (ii) product sales of Hylenex recombinant. The chief operating decision-maker reviews the operating results on an aggregate basis and manages the operations as a single operating segment |
Adoption and Pending Adoption of Recent Accounting Pronouncements | Adoption and Pending Adoption of Recent Accounting Pronouncements The following table provides a brief description of recently issued accounting standards, those adopted in the current period and those not yet adopted: Standard Description Effective Date Effect on the Financial In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance requires that the if-converted method is used in computing diluted EPS for all convertible instruments January 1, 2022 (Early adoption permitted effective January 1, 2021) We early adopted ASU 2020-06 as of January 1, 2021 on a modified retrospective basis, which resulted in an approximately $65.6 million decrease in additional paid in capital from the derecognition of the bifurcated equity component, $52.6 million increase in debt from the derecognition of the discount associated with the bifurcated equity component and $13.0 million decrease to the opening balance of accumulated deficit, representing the cumulative non-cash interest expense recognized related to the amortization of the bifurcated conversion option related to the 2024 Convertible Notes. We derecognized the related deferred tax liabilities of $11.8 million with a corresponding adjustment to the valuation allowance, resulting in no net impact to the cumulative adjustment to retained earnings. As we committed to settle the principal amount of the convertible notes in cash upon conversion, shares used for diluted EPS will continue to be limited to the excess conversion value over the principal amount of the convertible note. Diluted earnings per share is also impacted due to the elimination of non-cash interest expense associated with the amortization of the equity component. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The following table indicates the percentage of total revenues in excess of 10% with any single customer: Year Ended December 31, 2021 2020 2019 Partner A 25% 35% 40% Partner B 48% 26% 18% Partner C —% 11% —% Partner D —% 8% 23% Partner E 10% —% —% We attribute revenues under collaborative agreements, including royalties, to the individual countries where the customer is headquartered. We attribute revenues from product sales to the individual countries to which the product is shipped. Worldwide revenues from external customers are summarized by geographic location in the following table (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 293,089 $ 106,918 $ 28,178 Switzerland 134,117 95,949 109,754 Ireland 14 30,552 589 Belgium 199 20,086 45,060 Japan 11,934 10,644 9,905 All other foreign 3,957 3,445 2,506 Total revenues $ 443,310 $ 267,594 $ 195,992 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Available-for-sale marketable securities | Available-for-sale marketable securities consisted of the following (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Asset-backed securities $ 32,745 $ — $ (53) $ 32,692 Corporate debt securities 58,885 — (86) 58,799 U.S. Treasury securities 231,230 — (469) 230,761 Non-US Government securities 17,232 — (12) 17,220 Commercial paper 282,731 — — 282,731 $ 622,823 $ — $ (620) $ 622,203 December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Asset-backed securities $ 17,013 $ 49 $ — $ 17,062 Corporate debt securities 69,755 42 (8) 69,789 U.S. Treasury securities 45,110 7 — 45,117 Commercial paper 88,342 — — 88,342 $ 220,220 $ 98 $ (8) $ 220,310 |
Investments Classified by Contractual Maturity Date [Table Text Block] | The estimated fair value of our contractual maturities of available-for-sale debt securities are as follows (in thousands): December 31, 2021 December 31, 2020 Due within one year $ 500,965 $ 220,310 After one but within five years 121,238 — $ 622,203 $ 220,310 |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table summarizes, by major security type, our cash equivalents and available-for-sale marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): December 31, 2021 December 31, 2020 Level 1 Level 2 Total estimated fair value Level 1 Level 2 Total estimated fair value Cash equivalents: Money market funds $ 118,707 $ — $ 118,707 $ 140,571 $ — $ 140,571 Commercial paper — — — — 7,000 7,000 Available-for-sale marketable Asset-backed securities — 32,692 32,692 — 17,062 17,062 Corporate debt securities — 58,799 58,799 — 69,789 69,789 U.S. Treasury securities 230,761 — 230,761 45,117 — 45,117 Non-US Government securities — 17,220 17,220 — — — Commercial paper — 282,731 282,731 — 88,342 88,342 $ 349,468 $ 391,442 $ 740,910 $ 185,688 $ 182,193 $ 367,881 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our disaggregated revenues were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Royalties $ 203,900 $ 88,596 $ 69,899 Product sales, net Sales of bulk rHuPH20 $ 80,961 $ 38,956 $ 49,053 Sales of Hylenex 23,263 17,031 16,995 Total product sales, net $ 104,224 $ 55,987 $ 66,048 Revenues under collaborative agreements: Upfront license and target nomination fees $ 42,000 $ 37,264 $ 53,000 Event-based development milestones and regulatory milestone and other fees 42,000 69,500 5,500 Sales-based milestones 50,000 15,000 — Research and development services 1,186 1,247 1,545 Total revenues under collaborative agreements $ 135,186 $ 123,011 $ 60,045 Total revenue $ 443,310 $ 267,594 $ 195,992 |
Contract with Customer, Asset and Liability | Accounts receivable, net, other contract assets and deferred revenues (contract liabilities) from contracts with customers, including collaboration partners, consisted of the following (in thousands): December 31, 2021 December 31, 2020 Accounts receivable, net $ 90,975 $ 90,730 Other contract assets — 7,000 Deferred revenues 4,276 5,772 |
Certain Balance Sheet Items (Ta
Certain Balance Sheet Items (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Accounts Receivable | Accounts receivable, net consisted of the following (in thousands): December 31, December 31, Accounts receivable from product sales to collaborators $ 18,504 $ 25,198 Accounts receivable from revenues under collaborative agreements 5,422 30,404 Accounts receivable from royalty payments 63,555 32,098 Accounts receivable from other product sales 4,634 4,033 Other contract assets — 7,000 Subtotal $ 92,115 $ 98,733 Allowance for distribution fees and discounts (1,140) (1,003) Total accounts receivable, net $ 90,975 $ 97,730 |
Summary of Inventories | Inventories consisted of the following (in thousands): December 31, December 31, Raw materials $ 10,672 $ 5,813 Work-in-process 17,451 33,738 Finished goods 25,785 21,196 Total inventories $ 53,908 $ 60,747 |
Summary of Prepaid Expenses and Other Assets | Prepaid expenses and other assets consisted of the following (in thousands): December 31, December 31, Prepaid manufacturing expenses $ 47,991 $ 35,048 Other prepaid expenses 3,809 2,510 Other assets 2,096 4,783 Total prepaid expenses and other assets $ 53,896 $ 42,341 Less long-term portion (13,414) (14,067) Total prepaid expenses and other assets, current $ 40,482 $ 28,274 |
Summary of Property and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, December 31, Research equipment $ 7,174 $ 7,085 Manufacturing equipment 5,719 5,336 Computer and office equipment 5,370 4,826 Leasehold improvements 1,628 1,628 Subtotal $ 19,891 $ 18,875 Accumulated depreciation and amortization (13,100) (11,582) Subtotal $ 6,791 $ 7,293 Right of use of assets 2,003 3,300 Property and equipment, net $ 8,794 $ 10,593 |
Summary of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, December 31, Accrued compensation and payroll taxes $ 9,858 $ 8,078 Accrued outsourced manufacturing expenses 6,514 4,535 Other accrued expenses 5,793 6,468 Lease liability 2,820 4,868 Total accrued expenses $ 24,985 $ 23,949 Less long-term portion (544) (3,466) Total accrued expenses, current $ 24,441 $ 20,483 |
Debt, Net (Tables)
Debt, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Values and Fair Values of Convertible Notes | The carrying amount and fair value of our Convertible Notes were as follows as of the dates indicated. As disclosed in Note 2, we early adopted ASU 2020-06 as of January 1, 2021 on a modified retrospective basis which adoption is reflected in the following table (in thousands). December 31, January 1, Principal amount: 2024 Convertible Notes $ 90,936 $ 460,000 2027 Convertible Notes 805,000 — Total Principal Amount $ 895,936 $ 460,000 Unamortized debt discount: 2024 Convertible Notes $ (1,517) $ (10,211) 2027 Convertible Notes (17,745) — Total unamortized debt discount $ (19,262) $ (10,211) Carrying amount: 2024 Convertible Notes $ 89,419 $ 449,789 2027 Convertible Notes 787,255 — Total carrying amount $ 876,674 $ 449,789 Fair value based on trading levels (Level 2): 2024 Convertible Notes $ 159,678 $ 861,738 2027 Convertible Notes 718,889 — Total fair value of outstanding notes $ 878,567 $ 861,738 Remaining amortization per period of debt discount (in years): 2024 Convertible Notes 2.9 3.9 2027 Convertible Notes 5.2 n/a |
Components of Interest Expense and the Effective Interest Rates | The following table summarizes the components of interest expense and the effective interest rates for each of our Convertible Notes for the periods shown (in thousands). Twelve Months Ended 2021 2020 Coupon Interest: 2024 Convertible Notes $ 1,906 $ 5,750 2027 Convertible Notes 1,677 — Total Coupon Interest $ 3,583 $ 5,750 Amortization of debt discount: 2024 Convertible Notes $ 838 $ 14,120 2027 Convertible Notes 2,804 — Total amortization of debt discount $ 3,642 $ 14,120 Interest expense: 2024 Convertible Notes $ 2,744 $ 19,870 2027 Convertible Notes 4,481 — Total interest expense $ 7,225 $ 19,870 Effective interest rates: 2024 Convertible Notes 1.8 % 5.1 % 2027 Convertible Notes 0.7 % n/a |
Future Maturities Interest Payments of Long-term Debt | Future maturities and interest payments of long-term debt as of December 31, 2021, are as follows (in thousands): 2022 $ 94,085 2023 2,013 2024 2,013 2025 2,013 2026 2,013 Thereafter 805,334 Total minimum payments $ 907,471 Less amount representing coupon interest (11,535) Gross balance of long-term debt $ 895,936 Less unamortized debt discount (19,262) Carrying value of long-term debt $ 876,674 Less current portion of long-term debt (89,419) Long-term debt, less current portion and unamortized debt discount $ 787,255 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Total share-based compensation expense related to share-based awards was comprised of the following (in thousands): Year Ended December 31, 2021 2020 2019 Research and development $ 6,992 $ 5,484 $ 15,107 Selling, general and administrative 13,828 11,720 19,669 Share-based compensation expense $ 20,820 $ 17,204 $ 34,776 |
Share-based Payment Arrangement, Cost by Plan [Table Text Block] | Share-based compensation expense by type of share-based award (in thousands): Year Ended December 31, 2021 2020 2019 Stock options $ 10,252 $ 8,955 $ 17,624 RSAs, RSUs, PSUs and ESPP 10,568 8,249 17,152 $ 20,820 $ 17,204 $ 34,776 |
Share-based Payment Arrangement, Nonvested Award, Cost [Table Text Block] | Total unrecognized estimated compensation cost by type of award and the weighted-average remaining requisite service period over which such expense is expected to be recognized (in thousands, unless otherwise noted): December 31, 2021 Unrecognized Remaining Stock options $ 19,973 2.38 RSUs $ 17,694 2.10 PSUs $ 1,715 1.74 ESPP $ 167 0.45 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of our stock option award activity as of and for the year ended December 31, 2021 is as follows: Shares Weighted Weighted Aggregate Outstanding at December 31, 2020 5,633,622 $15.83 Granted 835,615 $47.41 Exercised (1,179,032) $14.09 Canceled/forfeited (324,831) $28.06 Outstanding at December 31, 2021 4,965,374 $20.76 6.31 $101.8 Vested and expected to vest at December 31, 2021 4,965,374 $20.76 6.31 $101.8 Exercisable at December 31, 2021 3,207,090 $14.98 5.12 $80.9 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The assumptions used in the Black-Scholes model were as follows: Year Ended December 31, 2021 2020 2019 Expected volatility 41.01-46.45% 47.57-51.82% 51.56-56.94% Average expected term (in years) 4.7 5.1 5.5 Risk-free interest rate 0.36-1.20% 0.22-1.67% 1.35-2.56% Expected dividend yield — — — |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | The following table summarizes our RSA activity during the year ended December 31, 2021: Number of Weighted Unvested at December 31, 2020 61,803 $22.66 Granted — $0.00 Vested (61,803) $22.66 Forfeited — $0.00 Unvested at December 31, 2021 — $0.00 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | The following table summarizes our RSU activity during the year ended December 31, 2021: Number of Weighted Weighted Aggregate Outstanding at December 31, 2020 1,029,912 $18.31 Granted 357,955 $47.89 Vested (384,557) $17.13 Forfeited (144,568) $27.97 Outstanding at December 31, 2021 858,742 $29.54 1.14 $34.5 |
Schedule of Nonvested Performance-based Units Activity | The following table summarizes our PSU activity during the year ended December 31, 2021: Number of Weighted Outstanding at December 31, 2020 40,796 $16.32 Granted 41,202 $63.41 Vested (10,196) $13.59 Forfeited (2,420) $63.41 Outstanding at December 31, 2021 69,382 $40.66 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Activity under Approved Share Repurchase Programs | We had the following activity under the approved share repurchase programs (dollars in thousands, except share and per share data) 2021 Total Number of Shares Purchased Weighted Average Price paid Per Share Total Cost (1) First quarter (2) 1,775,945 $42.89 $76,179 Second quarter 1,037,547 $47.05 $48,842 Third quarter 1,562,613 $41.40 $64,717 Fourth quarter 273,210 $37.75 $10,320 4,649,315 $43.02 $200,058 Accelerated share repurchase (3) 3,462,204 $150,000 (1) Included in the total cost of shares purchased is a commission fee of $0.02 per share. (2) This includes the 0.5 million shares delivered in April upon completion of the ASR. (3) Purchased under the share repurchase program authorized in December 2021 through an ASR agreement to repurchase $150.0 million of common stock. In December 2021 we took initial delivery of 3.5 million shares. The final shares will be delivered on or before June 14, 2022. |
Net Income (loss) per share (Ta
Net Income (loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of the numerators and the denominators of the basic and diluted net income per common share computations is as follows (in thousands, except per share amounts): Twelve Months Ended 2021 2020 2019 Numerator: Net income $ 402,710 $ 129,085 $ (72,240) Denominator: Weighted average common shares outstanding for basic net income per share 140,646 136,206 144,329 Dilutive potential common stock outstanding: Stock Options 2,737 2,317 — RSAs, RSUs, PSUs and ESPP 555 627 — Convertible Notes 2,858 2,313 — Weighted average common shares outstanding for diluted net income per share 146,796 141,463 144,329 Net income per share: Basic $ 2.86 $ 0.95 $ (0.50) Diluted $ 2.74 $ 0.91 $ (0.50) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Shares which have been excluded from the calculation of diluted net income per common share because their effect was anti-dilutive, include the following (shares in millions): Twelve Months Ended 2021 2020 2019 Anti-dilutive securities (1) 13.8 18.6 33.1 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | Approximate annual future minimum operating lease payments as of December 31, 2021 are as follows (in thousands): Year: Operating 2022 $ 2,711 2023 215 2024 18 2025 — 2026 — Total minimum lease payments $ 2,944 Less imputed interest (124) Total $ 2,820 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Total income (loss) before income taxes summarized by region were as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 248,071 $ 130,427 $ (70,737) Foreign 447 (1,125) (1,514) Net income (loss) before income taxes $ 248,518 $ 129,302 $ (72,251) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of our net deferred tax assets/(liabilities) were as follows (in thousands). December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 42,182 $ 84,278 Deferred revenue 909 253 Research and development and orphan drug credits 109,041 114,357 Share-based compensation 1,814 4,637 ASC 842 lease liability 600 1,081 Interest expense limitation — 5,536 Other, net 3,449 3,478 157,995 213,620 Valuation allowance for deferred tax assets (500) (199,827) Deferred tax assets, net of valuation allowance 157,495 13,793 Deferred tax liabilities: Depreciation (1,185) (1,002) Convertible note (17) (11,776) ASC 842 right of use asset (426) (733) Other, net (433) (282) Total deferred tax liabilities (2,061) (13,793) Net deferred tax asset $ 155,434 $ — |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income tax (benefit) expense was comprised of the following components (in thousands): Year Ended December 31, 2021 2020 2019 Current - federal $ (9) $ (11) $ 114 Current - state 1,251 228 (40) Deferred - federal (117,925) — (85) Deferred - state (37,509) — — $ (154,192) $ 217 $ (11) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The provision for income taxes on earnings subject to income taxes differs from the statutory federal income tax rate due to the following (in thousands): Year Ended December 31, 2021 2020 2019 Federal income tax expense (benefit) at 21% $ 52,188 $ 27,153 $ (15,173) State income tax expense (benefit), net of federal income tax impact 6,690 (1,942) (1,509) (Decrease) increase in valuation allowance (211,039) 44,727 8,147 Worthless stock deduction of international subsidiary — (67,322) — Foreign income subject to tax at other than federal statutory rate (94) 237 318 Share-based compensation (2,690) (4,117) 315 Executive compensation limitation 3,051 1,434 858 Non-deductible expenses and other 634 47 66 Foreign-derived intangible income (2,932) — — Research and development credits, net — — (1,091) Orphan drug credits, net of federal add back — — (5,718) Convertible note discount in APIC — — 13,776 $ (154,192) $ 217 $ (11) |
Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Table Text Block] | The following table summarizes the activity related to our unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 2019 Gross unrecognized tax benefits at beginning of period $ 19,167 $ 21,483 $ 20,028 Increases in tax positions for prior years 21 41 69 Decreases in tax positions for prior years and lapse in statue of limitations (1,496) (2,357) (23) Increases in tax positions for current year — — 1,409 Gross unrecognized tax benefits at end of period $ 17,692 $ 19,167 $ 21,483 |
Summary of Operating Loss Carryforwards [Table Text Block] | The following table shows key expiration dates of the federal and California net operating loss carryforwards (in thousands): Expires in: Net Operating Loss 2021 2022 and beyond 2028 and beyond Federal $ 116,534 $ — $ — $ 116,534 California $ 235,061 $ — $ — $ 235,061 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted Cash and Investments, Current [Abstract] | ||
Restricted cash | $ 500 | $ 500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Concentrations of Credit Risk (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | |||
Accounts Receivable, Allowance for Credit Loss, Current | $ 0 | $ 0 | |
Total revenues | 443,310,000 | 267,594,000 | $ 195,992,000 |
Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | 443,310,000 | 267,594,000 | 195,992,000 |
United States | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | 293,089,000 | 106,918,000 | 28,178,000 |
Switzerland | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | 134,117,000 | 95,949,000 | 109,754,000 |
Ireland | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | 14,000 | 30,552,000 | 589,000 |
Belgium | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | 199,000 | 20,086,000 | 45,060,000 |
Japan | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | 11,934,000 | 10,644,000 | 9,905,000 |
All other foreign | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | $ 3,957,000 | $ 3,445,000 | $ 2,506,000 |
Roche and Baxalta | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage (instant date) | 90.00% | 74.00% | |
Partner A | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 25.00% | 35.00% | 40.00% |
Partner B | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 48.00% | 26.00% | 18.00% |
Partner C | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% | 11.00% | 0.00% |
Partner D | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% | 8.00% | 23.00% |
Partner | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 0.00% | 0.00% |
Bulk formulation [Member] | Accounts Payable | Supplier Concentration Risk | |||
Concentration Risk [Line Items] | |||
Number of manufacturers | 2 | ||
Concentration Risk, Percentage (instant date) | 36.00% | 75.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Inventory, Net | $ 53,908 | $ 60,747 |
Sales of Hylenex | ||
Inventory [Line Items] | ||
Inventory, Net | 1,600 | 1,300 |
bulk rHuPH20 | ||
Inventory [Line Items] | ||
Inventory, Net | $ 52,300 | $ 59,400 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Leases (Details) | Dec. 31, 2021 |
Minimum | |
Lessee, Operating Lease, Term of Contract | 3 years |
Maximum | |
Lessee, Operating Lease, Term of Contract | 6 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies Segment information (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 1 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies Adoption and Pending Adoption of Recent Accounting Pronouncement (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' Equity Attributable to Parent | $ 196,953 | $ 151,047 | $ 91,765 | $ 248,887 |
Long-term debt, net | 787,255 | 0 | ||
Additional Paid-In Capital | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' Equity Attributable to Parent | 256,347 | 625,483 | 695,066 | 780,457 |
Accumulated Deficit | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' Equity Attributable to Parent | $ (58,912) | (474,593) | $ (603,678) | $ (531,438) |
Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' Equity Attributable to Parent | (52,564) | |||
Adjustment | Additional Paid-In Capital | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' Equity Attributable to Parent | (65,535) | |||
Adjustment | Accumulated Deficit | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' Equity Attributable to Parent | 12,971 | |||
Adjustment | Accounting Standards Update 2020-06 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Long-term debt, net | 52,600 | |||
Deferred Tax Liabilities, Net | 11,800 | |||
Adjustment | Accounting Standards Update 2020-06 | Additional Paid-In Capital | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' Equity Attributable to Parent | 65,600 | |||
Adjustment | Accounting Standards Update 2020-06 | Accumulated Deficit | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' Equity Attributable to Parent | $ 13,000 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Available for Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Available-for-sale Securities | ||
Amortized Cost | $ 622,823 | $ 220,220 |
Gross Unrealized Gains | 0 | 98 |
Gross Unrealized Losses | (620) | (8) |
Estimated Fair Value | 622,203 | 220,310 |
Asset-backed securities | ||
Schedule of Available-for-sale Securities | ||
Amortized Cost | 32,745 | 17,013 |
Gross Unrealized Gains | 0 | 49 |
Gross Unrealized Losses | (53) | 0 |
Estimated Fair Value | 32,692 | 17,062 |
Corporate debt securities | ||
Schedule of Available-for-sale Securities | ||
Amortized Cost | 58,885 | 69,755 |
Gross Unrealized Gains | 0 | 42 |
Gross Unrealized Losses | (86) | (8) |
Estimated Fair Value | 58,799 | 69,789 |
U.S. Treasury securities | ||
Schedule of Available-for-sale Securities | ||
Amortized Cost | 231,230 | 45,110 |
Gross Unrealized Gains | 0 | 7 |
Gross Unrealized Losses | (469) | 0 |
Estimated Fair Value | 230,761 | 45,117 |
Non-US Government securities | ||
Schedule of Available-for-sale Securities | ||
Amortized Cost | 17,232 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (12) | |
Estimated Fair Value | 17,220 | |
Commercial paper | ||
Schedule of Available-for-sale Securities | ||
Amortized Cost | 282,731 | 88,342 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 282,731 | $ 88,342 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) $ in Thousands | Dec. 31, 2021USD ($)security |
Fair Value Disclosures [Abstract] | |
Debt Securities, Available-for-sale, Unrealized Loss Position, Number of Positions | security | 31 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months | $ 344,500 |
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | $ 620 |
Fair Value Measurement Maturiti
Fair Value Measurement Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Due within one year | $ 500,965 | $ 220,310 |
After one but within five years | 121,238 | 0 |
Estimated Fair Value | $ 622,203 | $ 220,310 |
Fair Value Measurement -Summary
Fair Value Measurement -Summary by Major Security of Fair Value Measured on a Recurring Basis (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | $ 622,203,000 | $ 220,310,000 |
Fair Value Disclosure | 740,910,000 | 367,881,000 |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents | 118,707,000 | 140,571,000 |
Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 282,731,000 | |
Non-US Government securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 17,220,000 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Disclosure | 349,468,000 | 185,688,000 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Disclosure | 391,442,000 | 182,193,000 |
Fair Value, Inputs, Level 2 [Member] | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 282,731,000 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Level 3 | 0 | 0 |
Asset-backed securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 32,692,000 | 17,062,000 |
Asset-backed securities | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 0 | 0 |
Asset-backed securities | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 32,692,000 | 17,062,000 |
Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 58,799,000 | 69,789,000 |
Corporate debt securities | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 0 | 0 |
Corporate debt securities | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 58,799,000 | |
Corporate debt securities | Fair Value, Inputs, Level 2 [Member] | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 69,789,000 | |
U.S. Treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 230,761,000 | 45,117,000 |
U.S. Treasury securities | U.S. Treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 230,761,000 | 45,117,000 |
U.S. Treasury securities | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 230,761,000 | |
U.S. Treasury securities | Fair Value, Inputs, Level 1 [Member] | U.S. Treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 45,117,000 | |
U.S. Treasury securities | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 0 | 0 |
Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 282,731,000 | 88,342,000 |
Commercial paper | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 88,342,000 | |
Commercial paper | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 0 | 0 |
Commercial paper | Fair Value, Inputs, Level 2 [Member] | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 88,342,000 | |
Non-US Government securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 17,220,000 | |
Non-US Government securities | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 17,220,000 | |
Money market funds | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents | 118,707,000 | |
Money market funds | Fair Value, Inputs, Level 1 [Member] | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents | 140,571,000 | |
Money market funds | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents | 0 | 0 |
Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents | 0 | 7,000,000 |
Commercial paper | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents | 0 | 0 |
Commercial paper | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents | $ 0 | $ 7,000,000 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 443,310 | $ 267,594 | $ 195,992 |
Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 203,900 | 88,596 | 69,899 |
Product sales, net | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 104,224 | 55,987 | 66,048 |
Sales of bulk rHuPH20 | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 80,961 | 38,956 | 49,053 |
Sales of Hylenex | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 23,263 | 17,031 | 16,995 |
Revenues under collaborative agreements | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 135,186 | 123,011 | 60,045 |
Upfront license and target nomination fees | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 42,000 | 37,264 | 53,000 |
Event-based development milestones and regulatory milestone and other fees | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 42,000 | 69,500 | 5,500 |
Sales-based milestones | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 50,000 | 15,000 | 0 |
Research and development services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 1,186 | $ 1,247 | $ 1,545 |
Revenue - Textuals (Details)
Revenue - Textuals (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue related to licenses granted to collaboration partners | $ 290,900 | ||
Recognition of deferred revenue | (1,496) | $ (4,119) | $ (3,996) |
Deferred Credits and Other Liabilities | 4,300 | ||
2017 Roche | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Development milestones | 37,000 | ||
OtherCollaborators | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Deferred revenues | 81,700 | ||
License fees and event-based payments | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Recognition of deferred revenue | (1,500) | ||
Product sales, net | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Deferred Credits and Other Liabilities, Current | $ 77,400 |
Revenue - Contract with Custome
Revenue - Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 90,975 | $ 90,730 |
Other contract assets | 0 | 7,000 |
Deferred revenues | $ 4,276 | $ 5,772 |
Revenue - Revenue, Remaining Pe
Revenue - Revenue, Remaining Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 $ in Millions | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 1.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Certain Balance Sheet Items - A
Certain Balance Sheet Items - Accounts receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract] | ||
Accounts receivable from product sales to collaborators | $ 18,504 | $ 25,198 |
Accounts receivable from revenues under collaborative agreements | 5,422 | 30,404 |
Accounts receivable from royalty payments | 63,555 | 32,098 |
Accounts receivable from other product sales | 4,634 | 4,033 |
Other contract assets | 0 | 7,000 |
Subtotal | 92,115 | 98,733 |
Allowance for distribution fees and discounts | (1,140) | (1,003) |
Total accounts receivable, net | $ 90,975 | $ 97,730 |
Certain Balance Sheet Items - I
Certain Balance Sheet Items - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory, Raw Materials | $ 10,672 | $ 5,813 |
Inventory, Work in Process | 17,451 | 33,738 |
Inventory, Finished Goods | 25,785 | 21,196 |
Summary of Inventories | ||
Total inventories | $ 53,908 | $ 60,747 |
Certain Balance Sheet Items - P
Certain Balance Sheet Items - Prepaid expenses and other assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid manufacturing expenses | $ 47,991 | $ 35,048 |
Other prepaid expenses | 3,809 | 2,510 |
Other assets | 2,096 | 4,783 |
Total prepaid expense and other assets | 53,896 | 42,341 |
Less long-term portion | (13,414) | (14,067) |
Total prepaid expense and other assets, current | $ 40,482 | $ 28,274 |
Certain Balance Sheet Items -_2
Certain Balance Sheet Items - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property and equipment, gross | $ 19,891 | $ 18,875 |
Accumulated depreciation and amortization | (13,100) | (11,582) |
Property and equipment, net | 6,791 | 7,293 |
Operating Lease, Right-of-Use Asset | 2,003 | 3,300 |
Property, Plant, and Equipment and Operating Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | $ 8,794 | $ 10,593 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant, and Equipment and Operating Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | Property, Plant, and Equipment and Operating Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization |
Research equipment | ||
Property and equipment, gross | $ 7,174 | $ 7,085 |
Manufacturing equipment | ||
Property and equipment, gross | 5,719 | 5,336 |
Computer and office equipment | ||
Property and equipment, gross | 5,370 | 4,826 |
Leasehold improvements | ||
Property and equipment, gross | $ 1,628 | $ 1,628 |
Certain Balance Sheet Items -_3
Certain Balance Sheet Items - Property and Equipment, Net (Textuals) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Depreciation and amortization | |||
Depreciation and amortization | $ 2,997 | $ 3,284 | $ 4,068 |
Finance Lease, Right-of-Use Asset, Amortization | $ 1,600 | $ 1,700 | $ 1,800 |
Certain Balance Sheet Items -_4
Certain Balance Sheet Items - Accrued Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Accrued Expenses | |||
Accrued compensation and payroll taxes | $ 9,858 | $ 8,078 | |
Accrued outsourced manufacturing expenses | 6,514 | 4,535 | |
Other accrued expenses | 5,793 | 6,468 | |
Lease liability | 2,820 | 4,868 | |
Total accrued expenses | 24,985 | 23,949 | |
Less long-term portion | (544) | (3,466) | |
Total accrued expenses, current | 24,441 | 20,483 | |
Operating Lease, Accretion Of Liability | $ 300 | $ 500 | $ 800 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Total accrued expenses, current | Total accrued expenses, current | |
Operating Lease, Cost | $ 1,900 | $ 2,200 | 2,600 |
Operating Lease, Payments | $ 2,700 | $ 3,200 | $ 3,100 |
Debt, Net - Long-Term Debt Narr
Debt, Net - Long-Term Debt Narrative (Details) $ / shares in Units, shares in Thousands | 1 Months Ended | 12 Months Ended | 13 Months Ended | ||||||
Dec. 31, 2021USD ($) | Mar. 31, 2021USD ($)trading_day$ / sharesshares | Nov. 30, 2019USD ($)trading_day$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2021USD ($) | Jan. 01, 2021USD ($) | Jan. 31, 2016 | |
Debt Instrument [Line Items] | |||||||||
Face amount of debt instrument | $ 895,936,000 | $ 895,936,000 | $ 460,000,000 | ||||||
Proceeds from Convertible Debt | $ 447,300,000 | ||||||||
Payments of Debt Issuance Costs | 424,000 | $ 0 | $ 279,000 | ||||||
Repayments of Convertible Debt | $ 369,100,000 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 370,200,000 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 9,080 | ||||||||
Induced conversion expense related to convertible notes | 20,960,000 | $ 0 | $ 0 | ||||||
Repayments of Debt | $ 2,900,000 | ||||||||
1.25% Convertible Senior Notes due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of debt instrument | 90,936,000 | $ 90,936,000 | 460,000,000 | ||||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 2 years 10 months 24 days | 3 years 10 months 24 days | |||||||
2027 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of debt instrument | 805,000,000 | $ 805,000,000 | $ 0 | ||||||
Proceeds from Convertible Debt | $ 784,900,000 | ||||||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 5 years 2 months 12 days | ||||||||
Credit Agreement | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 75,000,000 | $ 75,000,000 | |||||||
Line of Credit Facility, Accordion Feature, Increase Limit | $ 250,000,000 | $ 250,000,000 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.00% | 1.00% | |||||||
Credit Agreement | Revolving Credit Facility | Fed Funds Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||||||
Credit Agreement | Revolving Credit Facility | BSBY | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||
Minimum | Credit Agreement | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.15% | ||||||||
Minimum | Credit Agreement | Revolving Credit Facility | BSBY | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||
Minimum | Credit Agreement | Revolving Credit Facility | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | ||||||||
Maximum | Credit Agreement | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.30% | ||||||||
Maximum | Credit Agreement | Revolving Credit Facility | BSBY | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||
Maximum | Credit Agreement | Revolving Credit Facility | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||||
Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest Expense, debt | $ 7,225,000 | $ 19,870,000 | |||||||
Convertible Senior Notes | 1.25% Convertible Senior Notes due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 1.25% | ||||||||
Face amount of debt instrument | $ 460,000,000 | ||||||||
Lender Fee | 12,700,000 | ||||||||
Payments of Debt Issuance Costs | $ 300,000 | ||||||||
Conversion rate (shares) | 41.9208 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 23.85 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.80% | 1.80% | 5.10% | ||||||
Interest Expense, debt | $ 2,744,000 | $ 19,870,000 | |||||||
Convertible Senior Notes | 2027 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 0.25% | ||||||||
Face amount of debt instrument | $ 805,000,000 | ||||||||
Lender Fee | 20,100,000 | ||||||||
Payments of Debt Issuance Costs | $ 400,000 | ||||||||
Conversion rate (shares) | 12.9576 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 77.17 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 0.70% | 0.70% | |||||||
Interest Expense, debt | $ 4,481,000 | $ 0 | |||||||
Royalty-backed Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 8.75% | ||||||||
Face amount of debt instrument | $ 150,000,000 | $ 150,000,000 | |||||||
Royalty-backed Loan | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.70% | ||||||||
Royalty-backed Loan | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||||||
Debt Instrument, Redemption, Period One | Convertible Senior Notes | 1.25% Convertible Senior Notes due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | ||||||||
Debt Instrument, Convertible, Threshold Trading Days | trading_day | 20 | ||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | trading_day | 30 | ||||||||
Debt Instrument, Redemption, Period One | Convertible Senior Notes | 2027 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | ||||||||
Debt Instrument, Convertible, Threshold Trading Days | trading_day | 20 | ||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | trading_day | 30 | ||||||||
Debt Instrument, Redemption, Period Two | Convertible Senior Notes | 1.25% Convertible Senior Notes due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 98.00% | ||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | trading_day | 5 | ||||||||
Debt Instrument, Redemption, Period Two | Convertible Senior Notes | 2027 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 98.00% | ||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | trading_day | 5 |
Debt, Net - Carrying Value of D
Debt, Net - Carrying Value of Debt, Components of Interest Expense and Future Maturity (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Jan. 01, 2021 | Nov. 30, 2019 | |
Debt Instrument [Line Items] | ||||||
Face amount of debt instrument | $ 895,936,000 | $ 460,000,000 | ||||
Debt Instrument, Unamortized Discount | 19,262,000 | 10,211,000 | ||||
Convertible Notes Payable | 876,674,000 | 449,789,000 | ||||
Debt Instrument, Fair Value Disclosure | 878,567,000 | 861,738,000 | ||||
Amortization of debt discount | 3,642,000 | $ 14,136,000 | $ 2,484,000 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
2022 | 94,085,000 | |||||
2023 | 2,013,000 | |||||
2024 | 2,013,000 | |||||
2025 | 2,013,000 | |||||
2026 | 2,013,000 | |||||
Thereafter | 805,334,000 | |||||
Total minimum payments | 907,471,000 | |||||
Less amount representing interest | (11,535,000) | |||||
Gross balance of long-term debt | 895,936,000 | |||||
Less unamortized debt discount | (19,262,000) | (10,211,000) | ||||
Present value of long-term debt | 876,674,000 | |||||
Less current portion of long-term debt | (89,419,000) | (397,228,000) | ||||
Long-term debt, less current portion and unamortized debt discount | 787,255,000 | |||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment, Interest | 3,583,000 | 5,750,000 | ||||
Amortization of debt discount | 3,642,000 | 14,120,000 | ||||
Interest Expense, debt | 7,225,000 | $ 19,870,000 | ||||
2024 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt instrument | 90,936,000 | 460,000,000 | ||||
Debt Instrument, Unamortized Discount | 1,517,000 | 10,211,000 | ||||
Convertible Notes Payable | 89,419,000 | 449,789,000 | ||||
Debt Instrument, Fair Value Disclosure | $ 159,678,000 | 861,738,000 | ||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 2 years 10 months 24 days | 3 years 10 months 24 days | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Less unamortized debt discount | $ (1,517,000) | (10,211,000) | ||||
2024 Convertible Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt instrument | $ 460,000,000 | |||||
Debt Instrument, Periodic Payment, Interest | 1,906,000 | $ 5,750,000 | ||||
Amortization of debt discount | 838,000 | 14,120,000 | ||||
Interest Expense, debt | $ 2,744,000 | $ 19,870,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 1.80% | 5.10% | ||||
2027 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt instrument | $ 805,000,000 | 0 | ||||
Debt Instrument, Unamortized Discount | 17,745,000 | 0 | ||||
Convertible Notes Payable | 787,255,000 | 0 | ||||
Debt Instrument, Fair Value Disclosure | $ 718,889,000 | 0 | ||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 5 years 2 months 12 days | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Less unamortized debt discount | $ (17,745,000) | $ 0 | ||||
2027 Convertible Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt instrument | $ 805,000,000 | |||||
Debt Instrument, Periodic Payment, Interest | 1,677,000 | $ 0 | ||||
Amortization of debt discount | 2,804,000 | 0 | ||||
Interest Expense, debt | $ 4,481,000 | $ 0 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 0.70% |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 16,974,468 | 16,974,468 | |
Options, Exercise Price, Percent of Share Price | 100.00% | ||
Options, Outstanding, Initial Contractual Term | 10 years | ||
Cliff Vesting, First Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award Vesting Rights, Percentage | 25.00% | ||
Monthly Vesting, after One Year | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award Vesting Rights, Percentage | 2.08% | ||
RSUs | Percentage Vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award Vesting Rights, Percentage | 25.00% | ||
Outstanding awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Subject To Outstanding Awards | 5,893,498 | 5,893,498 | |
RSAs | Percentage Vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award Vesting Rights, Percentage | 25.00% | ||
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 17,773 | ||
Amended and Restated 2011 Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Authorized | 17,800,000 | 17,800,000 | |
2021 ESPP Plan | Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Minimum Employee Subscription Rate | 1.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 15.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Amount | $ 25 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,682,227 | 2,682,227 | |
Share-Based Compensation Arrangement By Share-based Payment Award, Purchase Period | 6 months |
Share-based Compensation -Sched
Share-based Compensation -Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 20,820 | $ 17,204 | $ 34,776 |
Stock options | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 10,252 | 8,955 | 17,624 |
RSU, RSA, and PRSU awards [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 10,568 | 8,249 | 17,152 |
Research and Development Expense [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 6,992 | 5,484 | 15,107 |
Selling, General and Administrative Expenses [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 13,828 | $ 11,720 | $ 19,669 |
Share-based Compensation - Unre
Share-based Compensation - Unrecognized Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 19,973 |
Compensation Cost Not yet Recognized, Period for Recognition | 2 years 4 months 17 days |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 17,694 |
Compensation Cost Not yet Recognized, Period for Recognition | 2 years 1 month 6 days |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 1,715 |
Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months 26 days |
Employee Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 167 |
Compensation Cost Not yet Recognized, Period for Recognition | 5 months 12 days |
Share-based Compensation - Opti
Share-based Compensation - Options (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options, Outstanding, Number, period start | 5,633,622 | ||
Options, Outstanding, Weighted Average Exercise Price, period start | $ 15.83 | ||
Options, Grants in Period, Gross | 835,615 | ||
Options, Grants in Period, Weighted Average Exercise Price | $ 47.41 | ||
Options, Exercises in Period | (1,179,032) | ||
Options, Exercises in Period, Weighted Average Exercise Price | $ 14.09 | ||
Options, Forfeitures and Expirations in Period | (324,831) | ||
Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 28.06 | ||
Options, Outstanding, Number, period end | 4,965,374 | 5,633,622 | |
Options, Outstanding, Weighted Average Exercise Price, period end | $ 20.76 | $ 15.83 | |
Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 3 months 21 days | ||
Options, Outstanding, Intrinsic Value | $ 101.8 | ||
Options, Vested and Expected to Vest, Outstanding, Number | 4,965,374 | ||
Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 20.76 | ||
Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 6 years 3 months 21 days | ||
Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 101.8 | ||
Options, Vested and Expected to Vest, Exercisable, Number | 3,207,090 | ||
Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ 14.98 | ||
Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 5 years 1 month 13 days | ||
Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 80.9 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 18.21 | $ 20.74 | $ 16.46 |
Options, Exercises in Period, Intrinsic Value | $ 33.5 | $ 49.7 | $ 10.6 |
Proceeds from Stock Options Exercised | $ 16.6 | $ 66.2 | $ 16.5 |
Share-based Compensation Valuat
Share-based Compensation Valuation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Share-based Compensation Arrangements Valuation Inputs [Line Items] | |||
Fair Value Assumptions, Weighted Average Expected Term | 4 years 8 months 12 days | 5 years 1 month 6 days | 5 years 6 months |
Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.36% | 0.22% | 1.35% |
Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.20% | 1.67% | 2.56% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% |
Minimum | |||
Schedule of Share-based Compensation Arrangements Valuation Inputs [Line Items] | |||
Fair Value Assumptions, Weighted Average Volatility Rate | 41.01% | 47.57% | 51.56% |
Maximum | |||
Schedule of Share-based Compensation Arrangements Valuation Inputs [Line Items] | |||
Fair Value Assumptions, Weighted Average Volatility Rate | 46.45% | 51.82% | 56.94% |
Share-based Compensation - Rest
Share-based Compensation - Restricted Stock Awards (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Restricted stock award holder exercise price | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||
RSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested, Number, period start | 61,803 | ||
Nonvested, Weighted Average Grant Date Fair Value, period start | $ 22.66 | ||
Grants in Period | 0 | ||
Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | ||
Vested in Period | (61,803) | ||
Vested in Period, Weighted Average Grant Date Fair Value | $ 22.66 | ||
Forfeited in Period | 0 | ||
Forfeitures, Weighted Average Grant Date Fair Value | $ 0 | ||
Nonvested, Number, period end | 0 | 61,803 | |
Nonvested, Weighted Average Grant Date Fair Value, period end | $ 0 | $ 22.66 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Vested in Period, Fair Value | $ 1.4 | $ 2.4 | $ 3.3 |
Aggregate Intrinsic Value, Vested | $ 3.1 | $ 4.3 | $ 4.2 |
Share-based Compensation - Re_2
Share-based Compensation - Restricted Stock Units (Details) - RSUs - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested, Number, period start | 1,029,912 | ||
Nonvested, Weighted Average Grant Date Fair Value, period start | $ 18.31 | ||
Grants in Period | 357,955 | ||
Grants in Period, Weighted Average Grant Date Fair Value | $ 47.89 | ||
Vested in Period | (384,557) | ||
Vested in Period, Weighted Average Grant Date Fair Value | $ 17.13 | ||
Forfeited in Period | (144,568) | ||
Forfeitures, Weighted Average Grant Date Fair Value | $ 27.97 | ||
Nonvested, Number, period end | 858,742 | 1,029,912 | |
Nonvested, Weighted Average Grant Date Fair Value, period end | $ 29.54 | $ 18.31 | |
Outstanding, Weighted Average Remaining Contractual Terms | 1 year 1 month 20 days | ||
Aggregate Intrinsic Value, Nonvested | $ 34.5 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Vested in Period, Fair Value | 6.6 | $ 10.1 | $ 19.1 |
Aggregate Intrinsic Value, Vested | $ 19 | $ 14 | $ 18.5 |
Share-based Compensation - Perf
Share-based Compensation - Performance Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested, Number, period start | 40,796 | ||
Grants in Period | 41,202 | ||
Vested in Period | (10,196) | ||
Forfeited in Period | (2,420) | ||
Nonvested, Number, period end | 69,382 | 40,796 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Nonvested, Weighted Average Grant Date Fair Value, period start | $ 16.32 | ||
Grants in Period, Weighted Average Grant Date Fair Value | 63.41 | ||
Vested in Period, Weighted Average Grant Date Fair Value | 13.59 | ||
Forfeitures, Weighted Average Grant Date Fair Value | 63.41 | ||
Nonvested, Weighted Average Grant Date Fair Value, period end | $ 40.66 | $ 16.32 | |
Aggregate Intrinsic Value, Vested | $ 0.1 | $ 0 | |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested, Number, period start | 1,029,912 | ||
Grants in Period | 357,955 | ||
Vested in Period | (384,557) | ||
Forfeited in Period | (144,568) | ||
Nonvested, Number, period end | 858,742 | 1,029,912 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Nonvested, Weighted Average Grant Date Fair Value, period start | $ 18.31 | ||
Grants in Period, Weighted Average Grant Date Fair Value | 47.89 | ||
Vested in Period, Weighted Average Grant Date Fair Value | 17.13 | ||
Forfeitures, Weighted Average Grant Date Fair Value | 27.97 | ||
Nonvested, Weighted Average Grant Date Fair Value, period end | $ 29.54 | $ 18.31 | |
Aggregate Intrinsic Value, Vested | $ 19 | $ 14 | $ 18.5 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate Intrinsic Value, Vested | $ 19,000 | $ 14,000 | $ 18,500 | |
Employee Stock | 2021 ESPP Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 15.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Amount | $ 25 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,682,227 | |||
Share-Based Compensation Arrangement By Share-based Payment Award, Purchase Period | 6 months |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' equity (deficit) (textual) | |||
Number of shares of common stock issued as a result of stock option exercises | 1,179,032 | ||
Net proceeds from stock options exercised | $ 16.6 | $ 66.2 | $ 16.5 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,965,374 | 5,633,622 | |
Stock options | |||
Stockholders' equity (deficit) (textual) | |||
Number of shares of common stock issued as a result of stock option exercises | 1,179,032 | 4,705,843 | 1,540,690 |
Net proceeds from stock options exercised | $ 16.6 | $ 66.2 | $ 16.5 |
RSUs | |||
Stockholders' equity (deficit) (textual) | |||
Shares, Restricted Stock Award | 299,958 | 571,963 | 952,182 |
Number of RSUs surrendered to pay for minimum withholding taxes | 94,795 | 142,905 | 140,466 |
Payments for tax withholding for restricted stock units vested, net | $ 8.2 | $ 5.5 | $ 7 |
Stock Options And Restricted Stock Units [Member] | |||
Stockholders' equity (deficit) (textual) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 5,900,000 | 6,700,000 | 13,600,000 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchases (Details) - USD ($) | Apr. 15, 2021 | Dec. 31, 2021 | Nov. 30, 2019 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2021 |
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Authorized repurchase amount | $ 750,000,000 | $ 550,000,000 | $ 750,000,000 | $ 750,000,000 | |||||||
Stock repurchase program, period | 3 years | 3 years | |||||||||
Stock repurchased (shares) | 500,000 | 3,500,000 | 4,600,000 | 6,500,000 | 22,300,000 | ||||||
Value of stock repurchased | $ 10,320,000 | $ 64,717,000 | $ 48,842,000 | $ 76,179,000 | $ 200,058,000 | $ 150,000,000 | |||||
Payments for repurchase of common stock | $ 150,000,000 | $ 350,058,000 | $ 150,117,000 | $ 199,998,000 | |||||||
Total Number of Shares Purchased (in shares) | 273,210 | 1,562,613 | 1,037,547 | 1,775,945 | 4,649,315 | ||||||
Weighted Average Price Paid Per Share (in usd per share) | $ 37.75 | $ 41.40 | $ 47.05 | $ 42.89 | $ 43.02 | $ 23.05 | $ 24.72 | ||||
Treasury Stock Acquired, Fee Cost Per Share | $ 0.02 | ||||||||||
Accelerated Share Repurchase Agreement | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Value of stock repurchased | $ 150,000,000 | ||||||||||
Total Number of Shares Purchased (in shares) | 3,462,204 |
Net Income (loss) per share - B
Net Income (loss) per share - Basic and Diluted Income Per Common Share Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net income (loss) | $ 402,710 | $ 129,085 | $ (72,240) |
Weighted average stock outstanding - basic (USD per share) | 140,646 | 136,206 | 144,329 |
Weighted average stock outstanding - diluted (USD per share) | 146,796 | 141,463 | 144,329 |
Earnings per share - basic (USD per share) | $ 2.86 | $ 0.95 | $ (0.50) |
Earnings per share - diluted (USD per share) | $ 2.74 | $ 0.91 | $ (0.50) |
Convertible Debt Securities | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 2,858 | 2,313 | 0 |
Stock options | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 2,737 | 2,317 | 0 |
Restricted stock awards | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 555 | 627 | 0 |
Net Income (loss) per share - A
Net Income (loss) per share - Anti-dilutive Securities (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Anti-dilutive securities | 13.8 | 18.6 | 33.1 |
Commitments and Contingencies O
Commitments and Contingencies Operating Lease textual (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Expense | $ 2,000 | $ 2,300 | $ 2,700 |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 1 month 17 days | ||
Loss on impairment of right-of-use asset | $ 0 | $ 577 | $ 1,127 |
Office and Research Facility [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Leases, Area Leased | ft² | 50,000 | ||
Operating Leases, Base Rent, Periodic Increase, Percent | 3.00% | ||
Number of buildings | 2 |
Commitments and Contingencies_2
Commitments and Contingencies Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Loss on impairment of right-of-use asset | $ 0 | $ 577 | $ 1,127 |
2022 | 2,711 | ||
2023 | 215 | ||
2024 | 18 | ||
2025 | 0 | ||
2026 | 0 | ||
Total minimum lease payments | 2,944 | ||
Less imputed interest | (124) | ||
Total | $ 2,820 | $ 4,868 |
Commitments and Contingencies_3
Commitments and Contingencies Other Commitments (Details) $ in Millions | Dec. 31, 2021USD ($) |
Avid Commercial Supply Agreement [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation | $ 79.9 |
Patheon [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation | $ 4.3 |
Income Taxes Net - Income (Loss
Income Taxes Net - Income (Loss) By Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 248,071 | $ 130,427 | $ (70,737) |
Foreign | 447 | (1,125) | (1,514) |
Income (loss) before income taxes | $ 248,518 | $ 129,302 | $ (72,251) |
Income Taxes - Components Defer
Income Taxes - Components Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 42,182 | $ 84,278 |
Deferred Tax Assets, Deferred Income | 909 | 253 |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 109,041 | 114,357 |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 1,814 | 4,637 |
Deferred Tax Assets, Lease Liabilities | 600 | 1,081 |
Deferred Tax Assets, Interest Expense Limitation | 0 | 5,536 |
Deferred Tax Assets, Other | 3,449 | 3,478 |
Deferred Tax Assets, Gross | 157,995 | 213,620 |
Deferred Tax Assets, Valuation Allowance | (500) | (199,827) |
Deferred Tax Assets, Net of Valuation Allowance | 157,495 | 13,793 |
Deferred Tax Liabilities, Property, Plant and Equipment | (1,185) | (1,002) |
Deferred Tax Liabilities, Convertible Note | (17) | (11,776) |
Deferred Tax Liabilities, Right-of-Use Asset | (426) | (733) |
Deferred Tax Liabilities, Other | (433) | (282) |
Deferred Tax Liabilities, Net, Noncurrent | (2,061) | (13,793) |
Deferred Tax Assets, Net | $ 155,434 | $ 0 |
Income Taxes Income Tax Expense
Income Taxes Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Current Federal Tax Expense (Benefit) | $ (9) | $ (11) | $ 114 | |
Current State Tax Expense | 1,251 | 228 | (40) | |
Deferred Federal Income Tax Benefit | (117,925) | 0 | (85) | |
Deferred State Income Tax Expense | (37,509) | 0 | 0 | |
Income tax (benefit) expense | $ 154,200 | $ (154,192) | $ 217 | $ (11) |
Income Taxes Schedule of Income
Income Taxes Schedule of Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax expense (benefit) at 21% | $ 52,188 | $ 27,153 | $ (15,173) |
State income tax expense (benefit), net of federal income tax impact | 6,690 | (1,942) | (1,509) |
(Decrease) increase in valuation allowance | (211,039) | 44,727 | 8,147 |
Worthless stock deduction of international subsidiary | 0 | (67,322) | 0 |
Foreign income subject to tax at other than federal statutory rate | (94) | 237 | 318 |
Share-based compensation | (2,690) | (4,117) | 315 |
Executive compensation limitation | 3,051 | 1,434 | 858 |
Non-deductible expenses and other | 634 | 47 | 66 |
Effective Income Tax Rate Reconciliation, FDII, Amount | (2,932) | 0 | 0 |
Research and development credits, net | 0 | 0 | (1,091) |
Orphan drug credits, net of federal add back | 0 | 0 | (5,718) |
Convertible note discount in APIC | 0 | 0 | 13,776 |
Income Tax Expense (Benefit), Continuing Operations, Discontinued Operations | $ (154,192) | $ 217 | $ (11) |
Income Taxes Unrecognized Tax B
Income Taxes Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits, beginning of period | $ 19,167 | $ 21,483 | $ 20,028 |
Increase Resulting from Prior Period Tax Positions | 21 | 41 | 69 |
Decrease Resulting from Prior Period Tax Positions | (1,496) | (2,357) | (23) |
Increase Resulting from Current Period Tax Positions | 0 | 0 | 1,409 |
Unrecognized Tax Benefits, end of period | $ 17,692 | $ 19,167 | $ 21,483 |
Income Taxes Operating Loss Car
Income Taxes Operating Loss Carryforward Expiration (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Internal Revenue Service (IRS) [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 116,534 |
Internal Revenue Service (IRS) [Member] | 2018 expiration [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 0 |
Internal Revenue Service (IRS) [Member] | 2021 and beyond expiration [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 0 |
Internal Revenue Service (IRS) [Member] | 2028 and beyond expiration [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 116,534 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 235,061 |
State and Local Jurisdiction [Member] | 2018 expiration [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 0 |
State and Local Jurisdiction [Member] | 2021 and beyond expiration [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 0 |
State and Local Jurisdiction [Member] | 2028 and beyond expiration [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 235,061 |
Income Taxes Tax textuals (Deta
Income Taxes Tax textuals (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Tax Credit Carryforward [Line Items] | |||||
Deferred Tax Assets, Valuation Allowance | $ 500,000 | $ 199,827,000 | |||
Income tax (benefit) expense | $ 154,200,000 | (154,192,000) | 217,000 | $ (11,000) | |
Unrecognized Tax Benefits | 17,692,000 | 19,167,000 | $ 21,483,000 | $ 20,028,000 | |
Undistributed Earnings of Foreign Subsidiaries | 0 | $ 0 | |||
Internal Revenue Service (IRS) [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Operating Loss Carryforwards | 116,534,000 | ||||
Internal Revenue Service (IRS) [Member] | Research Tax Credit Carryforward [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax Credit Carryforward, Amount | 24,200,000 | ||||
Internal Revenue Service (IRS) [Member] | General Business Tax Credit Carryforward [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax Credit Carryforward, Amount | 88,000,000 | ||||
State and Local Jurisdiction [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Operating Loss Carryforwards | 235,061,000 | ||||
State and Local Jurisdiction [Member] | California | |||||
Tax Credit Carryforward [Line Items] | |||||
Operating Loss Carryforwards | 235,100,000 | ||||
State and Local Jurisdiction [Member] | Other States | |||||
Tax Credit Carryforward [Line Items] | |||||
Operating Loss Carryforwards | 26,100,000 | ||||
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax Credit Carryforward, Amount | $ 17,000,000 |
Employee Savings Plan (Details)
Employee Savings Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Employer Discretionary Contribution Amount | $ 1.1 | $ 1.1 | $ 2.2 |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |||
Accounts receivable allowance, beginning balance | $ 1,003 | $ 797 | $ 592 |
Additions | 8,131 | 13,276 | 7,327 |
Deductions | (7,994) | (13,070) | (7,122) |
Accounts receivable allowance, ending balance | $ 1,140 | $ 1,003 | $ 797 |