Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2022 shares | |
Document and Entity Information [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Jun. 30, 2022 |
Entity File Number | 001-35668 |
Entity Registrant Name | INTERCEPT PHARMACEUTICALS, INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 22-3868459 |
Entity Address, Address Line One | 305 Madison Avenue, |
Entity Address, City or Town | Morristown |
Entity Address, State or Province | NJ |
Entity Address, Postal Zip Code | 07960 |
City Area Code | 646 |
Local Phone Number | 747-1000 |
Title of 12(b) Security | Common Stock |
Trading Symbol | ICPT |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 29,798,040 |
Entity Central Index Key | 0001270073 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2022 |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 58,019 | $ 84,709 |
Restricted cash | 7,537 | 8,119 |
Investment debt securities, available-for-sale | 346,757 | 334,980 |
Accounts receivable, net of allowance for credit losses of $51 and $58, respectively | 27,516 | 28,337 |
Prepaid expenses and other current assets | 17,307 | 21,735 |
Current assets of discontinued operations | 29,879 | 30,138 |
Total current assets | 487,015 | 508,018 |
Fixed assets, net | 1,002 | 3,281 |
Inventory | 6,891 | 7,883 |
Security deposits | 627 | 4,284 |
Other assets | 3,062 | 3,557 |
Total assets | 498,597 | 527,023 |
Current liabilities: | ||
Accounts payable, accrued expenses and other liabilities | 86,364 | 103,780 |
Short-term interest payable | 8,635 | 8,601 |
Current liabilities of discontinued operations | 56,428 | 55,780 |
Total current liabilities | 151,427 | 168,161 |
Long-term liabilities: | ||
Long-term debt | 713,859 | 539,782 |
Long-term other liabilities | 3,144 | 3,042 |
Total liabilities | 868,430 | 710,985 |
Commitments and contingencies (Note 15) | ||
Stockholders' deficit: | ||
Common stock par value $0.001 per share; 90,000,000 shares authorized; 29,798,040 and 29,572,953 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 30 | 30 |
Additional paid-in capital | 2,016,201 | 2,308,653 |
Accumulated other comprehensive loss, net | (2,548) | (2,873) |
Accumulated deficit | (2,383,516) | (2,489,772) |
Total stockholders' deficit | (369,833) | (183,962) |
Total liabilities and stockholders' deficit | $ 498,597 | $ 527,023 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Condensed Consolidated Balance Sheets | ||
Allowance for credit losses | $ 51 | $ 58 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 90,000,000 | 90,000,000 |
Common stock, shares, issued | 29,798,040 | 29,572,953 |
Common stock, shares, outstanding | 29,798,040 | 29,572,953 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | $ 71,757 | $ 68,178 | $ 130,903 | $ 125,477 |
Operating expenses: | ||||
Cost of sales | 309 | 254 | 532 | 547 |
Selling, general and administrative | 39,985 | 43,882 | 77,739 | 88,984 |
Research and development | 44,826 | 37,668 | 92,719 | 88,279 |
Restructuring | 0 | (160) | 0 | (284) |
Total operating expenses | 85,120 | 81,644 | 170,990 | 177,526 |
Operating loss | (13,363) | (13,466) | (40,087) | (52,049) |
Other (expense) income: | ||||
Interest expense | (6,669) | (12,589) | (13,342) | (25,008) |
Other (expense) income, net | (289) | 721 | (342) | 2,179 |
Total other (expense), net | (6,958) | (11,868) | (13,684) | (22,829) |
Loss from continuing operations | (20,321) | (25,334) | (53,771) | (74,878) |
Income from discontinued operations | 12,793 | 14,240 | 28,959 | 23,364 |
Net loss | $ (7,528) | $ (11,094) | $ (24,812) | $ (51,514) |
Net Loss Per Share | ||||
Net loss from continuing operations, Basic (in dollars per share) | $ (0.68) | $ (0.76) | $ (1.81) | $ (2.26) |
Net loss from continuing operations, Diluted (in dollars per share) | (0.68) | (0.76) | (1.81) | (2.26) |
Net income from discontinued operations, Basic (in dollars per share) | 0.43 | 0.43 | 0.97 | 0.70 |
Net income from discontinued operations, Diluted (in dollars per share) | 0.43 | 0.43 | 0.97 | 0.70 |
Net loss, Basic (in dollars per share) | (0.25) | (0.33) | (0.83) | (1.55) |
Net loss, Diluted (in dollars per share) | $ (0.25) | $ (0.33) | $ (0.83) | $ (1.55) |
Weighted average common and potential common shares outstanding: | ||||
Basic (in shares) | 29,747 | 33,179 | 29,721 | 33,159 |
Diluted (in shares) | 29,747 | 33,179 | 29,721 | 33,159 |
Product | ||||
Revenue | $ 71,757 | $ 68,178 | $ 130,903 | $ 125,477 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Condensed Consolidated Statements of Comprehensive Loss | ||||
Net loss | $ (7,528) | $ (11,094) | $ (24,812) | $ (51,514) |
Net changes related to available-for-sale investment debt securities: | ||||
Unrealized losses on investment debt securities | (506) | (23) | (1,526) | (367) |
Reclassification adjustment for realized losses on investment debt securities included in other income, net | 0 | 0 | 2 | |
Net unrealized losses on investment debt securities | (506) | (23) | (1,526) | (365) |
Foreign currency translation gains (losses) | 1,445 | (304) | 1,851 | (23) |
Other comprehensive income (loss) | 939 | (327) | 325 | (388) |
Comprehensive loss | $ (6,589) | $ (11,421) | $ (24,487) | $ (51,902) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) - USD ($) shares in Thousands, $ in Thousands | Common Stock Cumulative effect, period of adoption, adjustment | Common Stock | Additional Paid-In Capital Cumulative effect, period of adoption, adjustment | Additional Paid-In Capital | Accumulated Other Comprehensive Loss, Net Cumulative effect, period of adoption, adjustment | Accumulated Other Comprehensive Loss, Net | Accumulated Deficit Cumulative effect, period of adoption, adjustment | Accumulated Deficit | Cumulative effect, period of adoption, adjustment | Total |
Balance at Dec. 31, 2020 | $ 33 | $ 2,233,937 | $ (2,477) | $ (2,398,346) | $ (166,853) | |||||
Balance (in shares) at Dec. 31, 2020 | 33,016 | |||||||||
Stock-based compensation | $ 0 | 16,867 | 0 | 0 | 16,867 | |||||
Net proceeds from exercise of stock options | $ 0 | 18 | 0 | 0 | 18 | |||||
Net proceeds from exercise of stock options (in shares) | 188 | |||||||||
Employee withholding taxes related to stock-based awards | $ 0 | (1,325) | 0 | 0 | (1,325) | |||||
Employee withholding taxes related to stock-based awards, (in shares) | (3) | |||||||||
Other comprehensive income (loss) | $ 0 | 0 | (388) | 0 | (388) | |||||
Net loss | 0 | 0 | 0 | (51,514) | (51,514) | |||||
Balance at Jun. 30, 2021 | $ 33 | 2,249,497 | (2,865) | (2,449,860) | (203,195) | |||||
Balance (in shares) at Jun. 30, 2021 | 33,201 | |||||||||
Balance at Mar. 31, 2021 | $ 33 | 2,241,273 | (2,538) | (2,438,766) | (199,998) | |||||
Balance (in shares) at Mar. 31, 2021 | 33,154 | |||||||||
Stock-based compensation | $ 0 | 8,448 | 0 | 0 | 8,448 | |||||
Net proceeds from exercise of stock options | $ 0 | 18 | 0 | 0 | 18 | |||||
Net proceeds from exercise of stock options (in shares) | 47 | |||||||||
Employee withholding taxes related to stock-based awards | $ 0 | (242) | 0 | 0 | (242) | |||||
Employee withholding taxes related to stock-based awards, (in shares) | 0 | |||||||||
Other comprehensive income (loss) | $ 0 | 0 | (327) | 0 | (327) | |||||
Net loss | 0 | 0 | 0 | (11,094) | (11,094) | |||||
Balance at Jun. 30, 2021 | $ 33 | 2,249,497 | (2,865) | (2,449,860) | (203,195) | |||||
Balance (in shares) at Jun. 30, 2021 | 33,201 | |||||||||
Balance at Dec. 31, 2021 | $ 30 | 2,308,653 | (2,873) | (2,489,772) | (183,962) | |||||
Balance (in shares) at Dec. 31, 2021 | 29,573 | |||||||||
Stock-based compensation | $ 0 | 15,264 | 0 | 0 | 15,264 | |||||
Issuance of common stock under equity plan | $ 0 | 0 | 0 | 0 | $ 0 | |||||
Issuance of common stock under equity plan (in shares) | 251 | |||||||||
Net proceeds from exercise of stock options (in shares) | 0 | |||||||||
Employee withholding taxes related to stock-based awards | $ 0 | (345) | 0 | 0 | $ (345) | |||||
Employee withholding taxes related to stock-based awards, (in shares) | (26) | |||||||||
Other comprehensive income (loss) | $ 0 | 0 | 325 | 0 | 325 | |||||
Net loss | 0 | 0 | 0 | (24,812) | (24,812) | |||||
Balance at Jun. 30, 2022 | $ 0 | $ 30 | $ (307,371) | 2,016,201 | $ 0 | (2,548) | $ 131,068 | (2,383,516) | $ (176,303) | (369,833) |
Balance (in shares) at Jun. 30, 2022 | 29,798 | |||||||||
Balance at Mar. 31, 2022 | $ 30 | 2,007,684 | (3,487) | (2,375,988) | (371,761) | |||||
Balance (in shares) at Mar. 31, 2022 | 29,709 | |||||||||
Stock-based compensation | $ 0 | 8,544 | 0 | 0 | 8,544 | |||||
Issuance of common stock under equity plan | $ 0 | 0 | 0 | 0 | 0 | |||||
Issuance of common stock under equity plan (in shares) | 96 | |||||||||
Employee withholding taxes related to stock-based awards | $ 0 | (27) | 0 | 0 | (27) | |||||
Employee withholding taxes related to stock-based awards, (in shares) | (7) | |||||||||
Other comprehensive income (loss) | $ 0 | 0 | 939 | 0 | 939 | |||||
Net loss | 0 | 0 | 0 | (7,528) | (7,528) | |||||
Balance at Jun. 30, 2022 | $ 0 | $ 30 | $ (307,371) | $ 2,016,201 | $ 0 | $ (2,548) | $ 131,068 | $ (2,383,516) | $ (176,303) | $ (369,833) |
Balance (in shares) at Jun. 30, 2022 | 29,798 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (24,812) | $ (51,514) |
Less: Net income from discontinued operations | 28,959 | 23,364 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 10,870 | 13,693 |
Amortization of premium on investment debt securities | 964 | 2,296 |
Amortization of deferred financing costs | 1,601 | 1,356 |
Write-off of fixed assets | 2,399 | |
Depreciation | 411 | 1,661 |
Non-cash operating lease cost | 1,219 | 2,386 |
Accretion of debt discount | 13,877 | |
Gain on extinguishment of debt | (21) | |
Gain on lease termination | (1,101) | |
Provision for allowance of credit losses, net of write-offs | (7) | 4 |
Changes in operating assets: | ||
Accounts receivable | 828 | 550 |
Prepaid expenses and other current assets | 4,845 | 788 |
Inventory | 215 | 76 |
Security deposits | 3,656 | 345 |
Changes in operating liabilities: | ||
Accounts payable, accrued expenses and other current liabilities | (10,485) | (28,635) |
Operating lease liabilities | (1,449) | (3,350) |
Interest payable | 87 | |
Net cash used in operating activities - continuing operations | (39,739) | (69,831) |
Net cash provided by operating activities - discontinued operations | 34,353 | 20,028 |
Net cash used in operating activities | (5,386) | (49,803) |
Cash flows from investing activities: | ||
Purchases of investment debt securities | (239,422) | (87,407) |
Sales and maturities of investment debt securities | 225,155 | 227,459 |
Purchases of equipment, leasehold improvements, and furniture and fixtures | (531) | (397) |
Net cash (used in) provided by investing activities - continuing operations | (14,798) | 139,655 |
Net cash (used in) provided by investing activities - discontinued operations | 0 | 0 |
Net cash (used in) provided by investing activities | (14,798) | 139,655 |
Cash flows from financing activities: | ||
Payments of employee withholding taxes related to stock-based awards | (345) | (1,325) |
Proceeds from exercise of options, net | 18 | |
Payments for repurchases of convertible senior notes | (3,862) | |
Payments of debt issuance costs | (35) | |
Net cash used in financing activities - continuing operations | (4,242) | (1,307) |
Net cash (used in) provided by financing activities - discontinued operations | 0 | 0 |
Net cash used in financing activities | (4,242) | (1,307) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,977) | (522) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (27,403) | 88,023 |
Cash, cash equivalents and restricted cash at beginning of period | 94,409 | 65,654 |
Cash, cash equivalents and restricted cash at end of period | 67,006 | 153,677 |
Less: Cash, cash equivalents and restricted cash of discontinued operations | 1,450 | 1,659 |
Cash, cash equivalents and restricted cash of continuing operations | $ 65,556 | $ 152,018 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Supplemental disclosure of non-cash transactions: | |
Right-of-use asset obtained in exchange for new operating lease obligations | $ (3,173) |
Non-cash investing and financing activities | |
Net increase in accrued fixed assets | 13 |
Reconciliation of cash, cash equivalents and restricted cash included in the consolidated balance sheets: | |
Cash and cash equivalents | 58,019 |
Restricted cash | 7,537 |
Total cash, cash equivalents and restricted cash | $ 65,556 |
Overview of Business
Overview of Business | 6 Months Ended |
Jun. 30, 2022 | |
Overview of Business | |
Overview of Business | 1. Overview of Business Intercept Pharmaceuticals, Inc. (the “Company”) is a biopharmaceutical company founded in 2002 and focused on the development and commercialization of novel therapeutics to treat progressive non-viral liver diseases, including primary biliary cholangitis (“PBC”) and nonalcoholic steatohepatitis (“NASH”). The Company currently has one marketed product, Ocaliva (obeticholic acid or “OCA”). On May 5, 2022, the Company entered into a series of agreements to sell the Company’s ex-U.S. commercial operations and sublicense the right to commercialize Ocaliva for PBC and, if approved, OCA for NASH outside of the United States to Advanz Pharma and its affiliates (collectively, “Advanz”) (the “Disposition Transaction”). Consideration under the agreements totaled $405 million up front, subject to adjustments including for cash, working capital, and assumed liabilities. The Company will receive an additional $45 million from Advanz contingent upon receipt of extensions of orphan exclusivity for Ocaliva from the European Medicines Agency (“EMA”) and Medicines and Healthcare products Regulatory Agency (“MHRA”). |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation | |
Basis of Presentation | Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policiies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Presentation of Financial Statements: Discontinued Operations Held for Sale and Discontinued Operations Assets and liabilities of a group of components of an entity are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the entities to be sold; (2) the entities to be sold are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such entities to be sold; (3) an active program to locate a buyer and other actions required to complete the plan to sell the entities have been initiated; (4) the sale of the entities is probable and is expected to be completed within one year; (5) the entities are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. Components of an entity that are classified as held for sale and have operations and cash flows that can be clearly distinguished from the rest of the entity are required to be reported as assets and liabilities held for sale. A disposal of a group of components that is classified as held for sale is reported as discontinued operations if the disposal represents a strategic shift that has and will have a major effect on our operations and financial results. The Company accounts for contingent consideration received as a gain contingency, and recognizes such contingent consideration when it is realized or realizable, once the contingency is resolved. Additional details surrounding the Company's assets and liabilities held for sale and discontinued operations are included in Note 4. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by eliminating the requirement to separately account for embedded conversion features as an equity component in certain circumstances. A convertible debt instrument will be reported as a single liability instrument with no separate accounting for an embedded conversion feature unless separate accounting is required for an embedded conversion feature as a derivative or under the substantial premium model. The ASU simplifies the diluted earnings per share calculation by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. Further, the ASU requires enhanced disclosures about convertible instruments. The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method. Upon adoption at January 1, 2022, the Company made certain adjustm ents in its condensed consolidated balance sheets which consisted of an increase of $176.3 million in Long-term debt, a net decreas e of $307.4 million in Additional paid-in capital and a net decrease of $131.1 million in Accumulated deficit resulting from the reversal of previously recognized non-cash interest expense. After adoption, the Company accounts for the Convertible Notes as single liabilities measured at amortized cost. The Company did not elect the fair value option. Additionally, the Company will no longer incur non-cash interest expense for the amortization of debt discount related to the previously separated equity components. The Company will apply the if-converted methodology in computing diluted earnings per share if and when profitability is achieved. The following table summarizes the adjustments made to the Company’s condensed consolidated balance sheet as of January 1, 2022 as a result of applying the modified retrospective method in adopting ASU 2020-06: As Reported ASU 2020-06 As Adjusted December 31, 2021 Adjustments January 1, 2022 (in thousands) Convertible Notes $ 539,782 $ 176,303 $ 716,085 Additional paid-in capital $ 2,308,653 $ (307,371) $ 2,001,282 Accumulated deficit $ (2,489,772) $ 131,068 $ (2,358,704) Under the modified retrospective method, comparative prior periods are not adjusted. The adoption did not impact previously reported amounts in the Company’s condensed consolidated statements of operations, cash flows and the basic and diluted net loss per share amounts. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations | |
Discontinued Operations | 4. Discontinued Operations On May 5, 2022, the Company entered into the Disposition Transaction. Consideration under the agreements totaled $405 million up front, subject to adjustments including for cash, working capital, and assumed liabilities. The Company will receive an additional cumulative $45 million from Advanz contingent upon receipt of extensions of orphan drug exclusivity from the EMA and MHRA. The Company will also receive royalties on any future net sales of OCA in NASH outside of the U.S., should Advanz pursue marketing authorization for this indication in ex-U.S. regions. The Company will continue to be responsible for the manufacturing and supply of OCA globally while Advanz will be responsible for packaging, distribution and commercialization of the therapy in all markets outside of the U.S. In addition, the Company will be responsible for any difference between the cumulative rebate estimated for France for periods prior to July 1, 2022 and the amount agreed through final negotiations with the French government. Under the Sublicense Agreement, we agreed to continue to conduct certain post-marketing work and other activities with respect to Ocaliva for PBC, including continuing to conduct certain PBC studies (the “PBC Post-Marketing Work”). The Company will be reimbursed by Advanz for a portion of the total R&D costs related to the PBC Post-Marketing Work. The following table presents the carrying amounts of the classes of assets and liabilities related to the discontinued operations as of June 30, 2022 and December 31, 2021: June 30, 2022 December 31, 2021 Restricted cash $ 1,450 $ 1,581 Accounts receivable, net of allowance for credit losses 20,750 19,280 Prepaid expenses and other current assets 2,831 3,551 Fixed assets, net 35 96 Inventory 635 736 Security deposits 2,155 2,332 Other assets 2,023 2,562 Total assets classified as discontinued operations in condensed consolidated balance sheets $ 29,879 $ 30,138 Accounts payable, accrued expenses and other liabilities $ 55,549 $ 54,436 Long-term other liabilities 879 1,344 Total liabilities classified as discontinued operations in condensed consolidated balance sheets $ 56,428 $ 55,780 The following table presents the results of operations related to the discontinued operations for the three and six months ended June 30, 2022 and 2021 respectively: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Product revenue, net $ 28,628 $ 28,398 $ 58,065 $ 52,760 Cost of sales 490 363 1,025 881 Selling, general and administrative 15,194 13,773 27,447 27,943 Research and development 55 125 251 279 Restructuring — (89) — 195 Other (expense) income, net (96) 14 (383) (98) Income from discontinued operations in condensed consolidated statements of operations $ 12,793 $ 14,240 $ 28,959 $ 23,364 The following table presents the net cash provided by operating activities for the assets and liabilities held for sale (discontinued operations) for the six months ended June 30, 2022 and 2021 respectively: Six Months Ended June 30, 2022 2021 Net income from discontinued operations $ 28,959 $ 23,364 Adjustment of non-cash activities 4,937 3,837 Increase in accounts receivable (2,973) (4,617) Decrease in prepaid expenses and other current assets 881 802 Decrease in inventory 38 16 Decrease in security deposits 1 — Increase (decrease) in accounts payable, accrued expenses and other current liabilities 2,510 (3,374) Net cash provided by operating activities $ 34,353 $ 20,028 |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investment Debt Securities | 6 Months Ended |
Jun. 30, 2022 | |
Cash, Cash Equivalents and Investment Debt Securities | |
Cash, Cash Equivalents and Investment Debt Securities | 5. Cash, Cash Equivalents and Investment Debt Securities The following table summarizes the Company’s cash, cash equivalents and investment debt securities as of June 30, 2022 and December 31, 2021: As of June 30, 2022 Allowance Gross Gross for Credit Unrealized Unrealized Amortized Cost Losses Gains Losses Fair Value (in thousands) Cash and cash equivalents: Cash and money market funds $ 58,019 $ — $ — $ — $ 58,019 Total cash and cash equivalents 58,019 — — — 58,019 Investment debt securities: Commercial paper 143,932 — — (320) 143,612 Corporate debt securities 180,955 — — (1,319) 179,636 U.S. government agency bonds 3,500 — — (58) 3,442 U.S Treasury securities 20,176 — — (109) 20,067 Total investment debt securities 348,563 — — (1,806) 346,757 Total cash, cash equivalents and investment debt securities $ 406,582 $ — $ — $ (1,806) $ 404,776 As of December 31, 2021 Allowance Gross Gross for Credit Unrealized Unrealized Amortized Cost Losses Gains Losses Fair Value (in thousands) Cash and cash equivalents: Cash and money market funds $ 76,709 $ — $ — $ — $ 76,709 Commercial paper 8,000 — — — 8,000 Total cash and cash equivalents 84,709 — — — 84,709 Investment debt securities: Commercial paper 84,513 — — (49) 84,464 Corporate debt securities 232,721 — 16 (245) 232,492 Municipal bonds 5,028 — — (1) 5,027 U.S Treasury securities 12,998 — — (1) 12,997 Total investment debt securities 335,260 — 16 (296) 334,980 Total cash, cash equivalents and investment debt securities $ 419,969 $ — $ 16 $ (296) $ 419,689 The aggregate fair value of the Company’s available-for-sale investment debt securities that have been in a continuous unrealized loss position for less than twelve months or twelve months or longer is as follows: As of June 30, 2022 Less than 12 months 12 months or longer Total (in thousands) Gross Gross Gross Unrealized Unrealized Unrealized Fair Value Losses Fair Value Losses Fair Value Losses Commercial paper $ 143,612 $ (320) $ — $ — $ 143,612 $ (320) Corporate debt securities 178,637 (1,318) 999 (1) 179,636 (1,319) U.S. government agency bonds 3,442 (58) — — 3,442 (58) U.S. Treasury securities 20,067 (109) — — 20,067 (109) Total $ 345,758 $ (1,805) $ 999 $ (1) $ 346,757 $ (1,806) As of December 31, 2021 Less than 12 months 12 months or longer Total (in thousands) Gross Gross Gross Unrealized Unrealized Unrealized Fair Value Losses Fair Value Losses Fair Value Losses Commercial paper $ 81,464 $ (49) $ — $ — $ 81,464 $ (49) Corporate debt securities 196,120 (245) — — 196,120 (245) Municipal bonds 5,027 (1) — — 5,027 (1) U.S Treasury securities 12,997 (1) — — 12,997 (1) Total $ 295,608 $ (296) $ — $ — $ 295,608 $ (296) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 6. Fair Value Measurements The carrying amounts of the Company’s receivables and payables approximate their fair value due to their short maturities. Accounting principles provide guidance for using fair value to measure assets and liabilities. The guidance includes a three-level hierarchy of valuation techniques used to measure fair value, defined as follows: ● Unadjusted Quoted Prices — The fair value of an asset or liability is based on unadjusted quoted prices in active markets for identical assets or liabilities (Level 1). ● Pricing Models with Significant Observable Inputs — The fair value of an asset or liability is based on information derived from either an active market quoted price, which may require further adjustment based on the attributes of the financial asset or liability being measured, or an inactive market transaction (Level 2). ● Pricing Models with Significant Unobservable Inputs — The fair value of an asset or liability is primarily based on internally derived assumptions surrounding the timing and amount of expected cash flows for the financial instrument. Therefore, these assumptions are unobservable in either an active or inactive market (Level 3). The Company considers an active market as one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, the Company views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, non-performance risk, or that of a counterparty, is considered in determining the fair values of liabilities and assets, respectively. The Company’s cash deposits, money market funds and U.S. Treasury securities are classified within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted prices from active markets. Commercial paper, corporate debt securities, and U.S. government agency bonds are classified as Level 2 instruments based on market pricing and other observable inputs. Financial assets carried at fair value are classified in the tables below in one of the three categories described above: Fair Value Measurements Using Total Level 1 Level 2 Level 3 (in thousands) June 30, 2022 Assets Cash and cash equivalents: Money market funds $ 11,347 $ 11,347 $ — $ — Available-for-sale investment debt securities: Commercial paper 143,612 — 143,612 — Corporate debt securities 179,636 — 179,636 — U.S. government agency bonds 3,442 — 3,442 — U.S. Treasury securities 20,067 20,067 — — Total financial assets $ 358,104 $ 31,414 $ 326,690 $ — December 31, 2021 Assets Cash and cash equivalents: Money market funds $ 39,287 $ 39,287 $ — $ — Commercial paper 8,000 — 8,000 — Available-for-sale investment debt securities: Commercial paper 84,464 — 84,464 — Corporate debt securities 232,492 — 232,492 — Municipal bonds 5,027 — 5,027 — U.S. Treasury securities 12,997 12,997 — — Total financial assets $ 382,267 $ 52,284 $ 329,983 $ — See Note 10 for the carrying amounts and estimated fair values of the Company’s 3.50% Convertible Senior Secured Notes due 2026 (“2026 Convertible Secured Notes”), and The aggregate fair value of all available-for-sale investment debt securities (commercial paper, corporate debt securities, U.S. government agency bonds and U.S. Treasury securities), by contractual maturity, are as follows: Fair Value as of June 30, 2022 December 31, 2021 (in thousands) Due in one year or less $ 334,932 $ 305,914 Due after one year through two years 11,825 29,066 Total investment debt securities $ 346,757 $ 334,980 Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties. |
Fixed Assets, Net
Fixed Assets, Net | 6 Months Ended |
Jun. 30, 2022 | |
Fixed Assets, Net | |
Fixed Assets, Net | 7. Fixed Assets, Net Fixed assets are stated at cost and depreciated or amortized using the straight-line method based on useful lives as follows: Useful lives (Years) June 30, 2022 December 31, 2021 (in thousands) Office equipment and software 3 $ 4,100 $ 4,751 Leasehold improvements Shorter of remaining lease term or useful life 10,891 12,884 Furniture and fixtures 7 3,199 3,772 Subtotal 18,190 21,407 Less: accumulated depreciation (17,188) (18,126) Fixed assets, net $ 1,002 $ 3,281 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2022 | |
Inventory | |
Inventory | 8. Inventory Inventories are stated at the lower of cost or market. Inventories consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Work-in-process $ 6,702 $ 7,801 Finished goods 189 82 Inventory $ 6,891 $ 7,883 |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Accounts Payable, Accrued Expenses and Other Liabilities | |
Accounts Payable, Accrued Expenses and Other Liabilities | 9. Accounts Payable, Accrued Expenses and Other Liabilities Accounts payable, accrued expenses and other liabilities consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Accounts payable $ 11,666 $ 17,598 Accrued employee compensation 13,686 20,845 Accrued contracted services 48,253 51,136 Accrued rebates, returns, discounts and other incentives 12,345 11,626 Other liabilities 414 2,575 Accounts payable, accrued expenses and other liabilities $ 86,364 $ 103,780 Research & Development Tax Credit The Company has benefited from the U.K. Small and Medium-sized Enterprise R&D Tax Credit scheme, or the SME scheme, under which it can obtain a tax credit of up to 33.4% of eligible research and development expenses incurred by the Company in the U.K. Eligible expenses generally include employment costs for research staff, consumables, software and certain internal overhead costs incurred as part of research projects. The Company has started to benefit from the U.K. Research and Development Expenditure Scheme, or the RDEC scheme, under which it can obtain a tax credit of 12% of eligible research and development expenses incurred by the Company in the U.K. The RDEC scheme is more restrictive than the SME scheme, and generally applies where qualifying R&D expenditure is not eligible for relief under the SME scheme. The Company has submitted claims seeking to obtain tax credits for qualifying R&D expenses incurred in the 2015, 2016, 2017, 2018 and 2019 calendar years. As described further in Note 12, the 2018 RDEC claim was finalized during the quarter ended June 30, 2022, and therefore the $4.0 million net payment received, which was previously deferred, was released into income as a reduction to research & development expenses. With respect to the 2019 RDEC claim, in February 2022, the Company received a payment of $3.8 million from HMRC. Given the claim review has not been finalized for the 2019 year, the $3.8 million credit received is recorded as a deferred liability within Accounts payable, accrued expenses, and other liabilities. The Company will be entitled to this benefit based on the terms of the Disposition Transaction. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2022 | |
Long-Term Debt | |
Long-Term Debt | 10. Long-Term Debt Debt, net of debt issuance costs and discounts, consisted of the following: June 30, 2022 December 31, 2021 2026 Convertible Secured Notes 2026 Convertible Notes 2023 Convertible Notes 2026 Convertible Secured Notes 2026 Convertible Notes 2023 Convertible Notes (in thousands) Liability component Principal $ 500,000 $ 115,349 $ 109,808 $ 500,000 $ 115,349 $ 113,655 Unamortized debt issuance costs (8,930) (1,895) (473) (7,132) (2,313) (816) Unamortized debt discount — — — (141,303) (30,228) (7,430) Net carrying amount $ 491,070 $ 113,454 $ 109,335 $ 351,565 $ 82,808 105,409 Equity component, net of issuance costs — — — $ 147,458 $ 62,841 $ 97,072 *Recorded as a reduction of Additional paid-in capital upon the adoption of ASU 2020-06. The Company has three series of convertible notes outstanding (together, the “Convertible Notes”). All three series are convertible under certain circumstances into cash, shares of the Company’s common stock, or a combination thereof, at the Company’s election. The 2023 Convertible Notes were issued on July 6, 2016, in the amount of $460.0 million principal, at an interest rate of 3.25%. The Company received net proceeds from their sale of $447.6 million, net of $12.4 million in underwriting discounts, commissions, and estimated offering expenses. The 2026 Convertible Notes were issued on May 14, 2019, in the amount of $230.0 million principal, at an interest rate of 2.00%. The Company received net proceeds from their sale of $223.4 million, net of $6.6 million in underwriting discounts, commissions, and estimated offering expenses. On August 10, 2021, the Company entered into privately negotiated exchange and subscription agreements with a limited number of existing “accredited investors” and “qualified institutional buyers” (as defined under Securities Act rules) holding 2023 Convertible Notes and 2026 Convertible Notes to (1) exchange $306.5 million principal of 2023 Convertible Notes for $292.4 million principal of new notes, (2) exchange $114.7 million principal of 2026 Convertible Notes for $90.0 million principal of new notes, and (3) sell $117.6 million principal of new notes for cash. On August 17, 2021, these new notes were issued as 2026 Convertible Secured Notes in the amount of $500.0 million principal, at an interest rate of 3.50%. The Company received cash proceeds from the sale of notes of approximately $117.6 million. The Company also paid its financial advisor $10.0 million in stock for services rendered, in the amount of 769,823 shares, based on the closing price of $12.99 per share on August 20, 2021. On September 9, 2021, the Company entered into privately negotiated agreements with certain holders of 2023 Convertible Notes to repurchase $39.9 million principal for $38.1 million in cash, which purchase closed on September 14, 2021. On June 1, 2022, the Company entered into an agreement with a certain holder of 2023 Convertible Notes to repurchase $3.8 million principal for $3.8 million in cash, which purchase closed on June 3, 2022. The approximate fair value of the Convertible Notes was determined as follows using Level 2 inputs based on quoted market values: June 30, 2022 December 31, 2021 (in thousands) 2026 Convertible Secured Notes $ 470,940 $ 543,370 2026 Convertible Notes $ 74,030 $ 69,492 2023 Convertible Notes $ 107,333 $ 107,727 Previously, in accordance with ASC 470-20, the Company used effective interest rates to determine the liability components of the Convertible Notes, with the residual as the debt discount, with a corresponding increase to additional paid-in capital for the equity component of the Convertible Notes. Underwriting discounts, commissions, and estimated offering expenses (both cash and non-cash) (“debt issuance costs”) were allocated as debt or equity issuance costs in proportion to the allocation of the liability and equity components of the Convertible Notes, with debt issuance costs recorded as a deduction from the carrying value of the debt, and equity issuance costs recorded as an offset to additional paid-in capital. The Note Indentures The 2023 Convertible Notes, and the 2026 Convertible Notes, were each issued pursuant to a Base Indenture, dated as of July 6, 2016, between the Company and U.S. Bank National Association (“U.S. Bank”), as trustee, and a First Supplemental Indenture (with respect to the 2023 Convertible Notes) and Second Supplemental Indenture (with respect to the 2026 Convertible Notes), dated July 6, 2016, and May 14, 2019, respectively, each between the Company and U.S. Bank as trustee. The 2026 Convertible Secured Notes were issued pursuant to a Base Indenture and a First Supplemental Indenture, each dated as of August 17, 2021, between the Company and U.S. Bank as trustee and collateral agent. In connection with the issuance of the 2026 Convertible Secured Notes, the Company also entered into a Security Agreement, dated as of August 17, 2021, with U.S. Bank as collateral agent. Pursuant to these indentures, the 2023 Convertible Notes and 2026 Convertible Notes are senior unsecured obligations, and the 2026 Convertible Secured Notes are senior secured obligations, of the Company. Each indenture provides for customary events of default. Each series of notes bears a fixed rate of interest as identified above, payable semi-annually in arrears: Semi-annual payment dates First payment date First Second Maturity date* 2026 Convertible Secured Notes February 15, 2022 February 15 August 15 February 15, 2026 2026 Convertible Notes November 15, 2019 May 15 November 15 May 15, 2026 2023 Convertible Notes January 1, 2017 January 1 July 1 July 1, 2023 * Unless earlier repurchased, redeemed, or converted. Each of the three series of notes is convertible under certain circumstances. Prior to January 1, 2023 (for the 2023 Convertible Notes), February 15, 2026 (for the 2026 Convertible Notes), and November 15, 2025 (for the 2026 Convertible Secured Notes), holders may convert their notes only under any of the following circumstances: (i) During any calendar quarter commencing after the calendar quarter ended on September 30, 2016 (for the 2023 Convertible Notes), June 30, 2019 (for the 2026 Convertible Notes), or December 31, 2021 (for the 2026 Convertible Secured Notes), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is at least 130% of the applicable conversion price (as defined in the applicable indenture) on each applicable trading day (the “Stock Price Conversion Condition”). (ii) During the five five (iii) If the Company calls any or all of the applicable series of notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date. (iv) Upon the occurrence of specified corporate events. After those dates, holders may convert their notes, regardless of the foregoing circumstances, at any time until immediately preceding the applicable maturity date. Upon conversion of notes, the Company will pay or deliver cash, shares of common stock (or cash in lieu of fractional shares), or a combination of cash and common stock, at the Company’s election. The initial conversion rates of the Convertible Notes per $1,000 principal amount, and the approximate conversion price, are as follows: Initial conversion rate Approximate conversion price 2026 Convertible Secured Notes 47.7612 $20.94 2026 Convertible Notes 9.2123 $108.55 2023 Convertible Notes 5.0358 $198.58 These conversion rates are subject to adjustment upon occurrence of certain events but will not be adjusted for accrued and unpaid interest. Also, if certain specified events occur, the conversion rate will be increased for notes converted in connection with such events. The Convertible Notes are redeemable by the Company in certain circumstances starting July 6, 2021 (for the 2023 Convertible Notes), May 20, 2023 (for the 2026 Convertible Notes), and February 20, 2024 (for the 2026 Convertible Secured Notes). After such dates, the Company may redeem for cash all or any part of the applicable Convertible Notes, at its option, if the last reported sale price of the common stock has been at least 130% of the applicable conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on and including the trading day immediately preceding the date of the applicable notice of redemption. The redemption price is equal to 100% of the principal amount redeemed, plus accrued and unpaid interest to (but excluding) the redemption date. No sinking fund is provided for any of the Convertible Notes. If the Company undergoes a fundamental change (as defined in the applicable indenture), noteholders may require the Company to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to (but excluding) the fundamental change repurchase date. Upon the occurrence of certain corporate events (i.e., a “make-whole fundamental change”, as defined in the applicable indenture), the Company will, under certain circumstances, increase the conversion rate for holders of the Convertible Notes who elect to convert in connection with such corporate events. In addition, with respect to the 2026 Convertible Secured Notes, (1) if the Company elects to redeem all or part of such notes and provides notice of redemption to the holders or (2) if the Stock Price Conversion Condition is satisfied with respect to any calendar quarter commencing after the quarter ended September 30, 2022, the Company will, under certain circumstances, increase the conversion rate for holders who elect to convert (1) during the related redemption period, or (2) in connection with such Stock Price Conversion Condition. Upon a Company redemption of the 2026 Convertible Secured Notes, holders of notes called for redemption may be eligible to receive a make-whole premium. The Company, at its option, will satisfy the conversion obligation through cash, shares of common stock, or a combination of cash and common stock. The right to redeem the 2026 Convertible Secured Notes requires the Company to specify a date of redemption no earlier than 60 days and no later than 90 days after the notice of redemption is sent. If a holder elects to convert its 2026 Convertible Secured Notes prior to the effective date of a make-whole fundamental change or the date of the redemption notice, then it is not entitled to the increased conversion rate in connection with such make-whole fundamental change or redemption. Upon certain events of default occurring and continuing, either the indenture trustee or holders of at least 25% in aggregate principal amount of a series of notes then outstanding may declare the entire principal amount of that series of notes, and accrued interest, if any, to be immediately due and payable. Upon events of default involving specified bankruptcy events involving the Company, the Convertible Notes are due and payable immediately. The 2026 Convertible Secured Notes indenture and security agreement include (1) customary covenants, (2) guarantor provisions, and (3) collateral provisions. The 2026 Convertible Secured Notes may become guaranteed in the future by subsidiaries of the Company that meet certain threshold requirements, with the 2026 Convertible Secured Notes becoming senior obligations of such guarantor. The 2026 Convertible Secured Notes are secured by a first priority security interest in substantially all assets of the Company, and of any guarantors, subject to certain exceptions. The Capped Call Transactions On June 30, 2016, in connection with the pricing of the 2023 Convertible Notes, the Company entered into privately-negotiated capped call agreements (the “Base Capped Calls”) with each of Royal Bank of Canada, UBS AG, London Branch, and Credit Suisse Capital LLC. On July 1, 2016, in connection with the underwriters’ exercise of their over-allotment option in full, the Company entered into additional capped call agreements (the “Additional Capped Calls” and, together with the Base Capped Calls, the “Capped Calls”) with same counterparties. The Capped Calls are considered to be instruments indexed to the Company’s own shares and met the criteria to be classified within equity. Therefore, they are not remeasured. In August 2021, in connection with the exchange of 2023 Convertible Notes, of the 460,000 Capped Call options outstanding (400,000 Base Capped Call options and 60,000 Additional Capped Call Options), 306,486 options were terminated (246,486 Base Capped Call options and 60,000 Additional Capped Call options), equivalent to approximately 1.5 million shares. In September 2021, in connection with the additional repurchase of $39.9 million of 2023 Convertible Notes, 39,859 more Capped Call options were terminated, equivalent to approximately 0.2 million shares, with 113,655 Base Capped Call options remaining, equivalent to approximately 0.6 million shares. Interest Expense on Convertible Notes The table summarizes the total interest expense recognized in the periods presented: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 2026 Convertible Secured Notes 2026 Convertible Notes 2023 Convertible Notes Total 2026 Convertible Secured Notes 2026 Convertible Notes 2023 Convertible Notes Total (in thousands) Contractual interest expense $ 4,375 $ 577 $ 913 $ 5,865 $ 8,750 $ 1,154 $ 1,837 $ 11,741 Amortization of debt issuance costs 569 116 119 804 1,132 232 237 1,601 Accretion of debt discount — — — — — — — — Total interest expense $ 4,944 $ 693 $ 1,032 $ 6,669 $ 9,882 $ 1,386 $ 2,074 $ 13,342 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 2026 Convertible Secured Notes 2026 Convertible Notes 2023 Convertible Notes Total 2026 Convertible Secured Notes 2026 Convertible Notes 2023 Convertible Notes Total (in thousands) Contractual interest expense $ — $ 1,150 $ 3,737 $ 4,887 $ — $ 2,300 $ 7,475 $ 9,775 Amortization of debt issuance costs — 196 490 686 — 386 970 1,356 Accretion of debt discount — 2,553 4,463 7,016 — 5,043 8,834 13,877 Total interest expense $ — $ 3,899 $ 8,690 $ 12,589 $ — $ 7,729 $ 17,279 $ 25,008 The effective interest rates during the three and six months ended June 30, 2022 for the 2026 Convertible Secured Notes, 2026 Convertible Notes and 2023 Convertible Notes are 4.03%, 2.44% and 3.69%, respectively. The effective interest rates during the three and six months ended June 30, 2021 for the 2026 Convertible Notes and 2023 Convertible Notes were 9.90% and 8.42%, respectively. Accrued interest on the Convertible Notes was approximately $8.6 million and $8.6 million as of June 30, 2022 and December 31, 2021, respectively. The Company’s total recorded debt issuance costs are $17.1 million, which are being amortized using the effective interest method through the date of maturity. As of June 30, 2022, and December 31, 2021, $11.3 million and $10.3 million, respectively, of debt issuance costs are unamortized on the condensed consolidated balance sheets in Long-term debt. Cash payments for interest were $11.7 million and $9.8 million for the six months ended June 30, 2022 and 2021, respectively. |
Product Revenue, Net
Product Revenue, Net | 6 Months Ended |
Jun. 30, 2022 | |
Product Revenue, Net | |
Product Revenue, Net | 11. Product Revenue, Net The Company recognized U.S. Ocaliva net sales of $71.8 million and $68.2 million for the three months ended June 30, 2022 and 2021, respectively and $130.9 million and $125.5 million for the six months ended June 30, 2022 and 2021, respectively. Credit Losses The following table summarizes the allowance for credit losses activity on the Company’s trade receivables for the six-month period ended June 30, 2022 (in thousands): Balance at December 31, 2021 $ 58 Provision for credit losses (7) Write-offs — Balance at June 30, 2022 $ 51 |
Research and Development Tax Cr
Research and Development Tax Credit | 6 Months Ended |
Jun. 30, 2022 | |
Research and Development Tax Credit | |
Research and Development Tax Credit | 12. Research and Development Tax Credit The Company has benefited from the U.K. Small and Medium-sized Enterprise R&D Tax Credit scheme, or the SME scheme, under which it can obtain a tax credit of up to 33.4% of eligible research and development expenses incurred by the Company in the U.K. Eligible expenses generally include employment costs for research staff, consumables, software and certain internal overhead costs incurred as part of research projects. The Company submitted a claim seeking to obtain tax credits for qualifying R&D expenses incurred in the years ended December 31, 2018 and 2019. In June 2021, the Company received a payment of $4.2 million from HMRC and made a cash repayment of $0.2 million to the HMRC due to submission of an amended claim. Given the finalization and approval of the claims for 2018, the Company recorded the net U.K. research and development tax credit payments received of $4.0 million (less $0.5 million due to foreign currency translation) as a reduction of research and development expense in the condensed consolidated statements of operations for the three and six months ended June 30, 2022. In the three and six months ended June 30, 2021, the Company recorded U.K. research and development tax credits of $10.7 million as a reduction of research and development expense. |
Stock Compensation
Stock Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Stock Compensation | |
Stock Compensation | 13. Stock Compensation In April 2022, the Company’s Compensation Committee and Board of Directors approved the Amended and Restated Equity Incentive Plan (“2022 Plan”), which became effective upon stockholder approval at the annual meeting of stockholders on May 25, 2022, and which replaced the Company’s 2012 Stock Incentive Plan (“2012 Plan”). Under the 2022 Plan, the Company may grant stock options, which include incentive stock options (“ISOs”) and non-qualified stock options (“NSOs”), stock grants, which include unrestricted shares, restricted shares (“RSAs”) and performance restricted shares (“PSAs”) along with stock-based awards, which include restricted stock unit awards (“RSUs”) and performance restricted stock unit awards (“PRSUs”). The pool of available shares under the 2022 Plan consists of those shares which remained unallocated under the 2012 Plan, plus any shares subject to previously issued awards which are forfeited. The 2022 Plan does not contain an evergreen share replenishment clause and prohibits the repricing of stock options. The estimated fair value of the stock options granted in the six months ended June 30, 2022 was determined utilizing a Black-Scholes option-pricing model at the date of grant. The fair value of the RSUs granted in the six months ended June 30, 2022 was determined utilizing the closing price of the Company’s common stock on the date of grant. The fair value of the PRSUs granted in the six months ended June 30, 2022 was determined utilizing the Monte Carlo simulation method. The Company accounts for all forfeitures when they occur. Ultimately, the actual expense recognized over the vesting period will be for only those shares that vest and are not forfeited. The following table summarizes stock option activity during the six months ended June 30, 2022 (under both the 2012 Plan and the 2022 Plan): Weighted Average Number Weighted Remaining Aggregate of Options Average Contractual Intrinsic Value (in thousands) Exercise Price Term (years) (in thousands) Outstanding at December 31, 2021 2,252 $ 50.28 7.2 $ 408 Granted 467 $ 15.20 — $ — Exercised — $ — — $ — Cancelled/forfeited (117) $ 28.14 — $ — Expired (96) $ 104.36 — $ — Outstanding at June 30, 2022 2,506 $ 42.70 7.3 $ — Expected to vest 1,389 $ 21.95 8.4 $ — Exercisable 1,117 $ 68.52 5.9 $ — The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. As of June 30, 2022, the total compensation cost related to non-vested option awards not yet recognized is approximately $16.0 million with a weighted average remaining vesting period of 1.25 years. The Company estimated the fair value of stock options granted in the periods presented utilizing a Black-Scholes option-pricing model utilizing the following assumptions: Six Months Ended June 30, 2022 2021 Volatility 66.4 - 67.7 % 65.2 - 67.7 % Expected term (in years) 5.5 - 6.0 5.5 - 6.0 Risk-free rate 1.3 - 2.8 % 0.4 - 0.9 % Expected dividend yield — % — % The following table summarizes the aggregate RSU, RSA and PRSU activity during the six months ended June 30, 2022: Weighted Number of Average Grant Date Awards Fair Value (in thousands) Non-vested awards at December 31, 2021 968 $ 39.58 Granted 779 $ 15.76 Vested (157) $ 28.72 Forfeited (143) $ 43.44 Non-vested awards at June 30, 2022 1,447 $ 27.55 As of June 30, 2022, there is approximately $24.7 million of total unrecognized compensation expense related to unvested RSUs, RSAs and PRSUs, which is expected to be recognized over a weighted average vesting period of 1.68 years. During the six months ended June 30, 2022, the Company granted a total of 168,600 PRSUs to certain of the Company’s executive officers. The performance criterion for such PRSUs is based on the Total Shareholder Return (“TSR”) of the Company’s common stock relative to the TSR of the companies comprising the S&P Biotechnology Select Industry Index (the “TSR Peer Group”) over a 3-year performance period and is accounted for as a market condition under ASC Topic 718, Compensation – Stock Compensation (b) the beginning average stock price. The beginning average stock price equals the average closing stock price over the one calendar month period prior to the beginning of the performance period, after adjusting for dividends, as applicable. The ending average stock price equals the average closing price over the one calendar month period ending on the last day of the performance period, after adjusting for dividends, as applicable. The Company’s relative TSR is then used to calculate the payout percentage, which may range from zero percent (0%) to one hundred and fifty percent (150%) of the target award. The Company utilized a Monte Carlo simulation to determine the grant date fair value of such PRSUs. The Company recorded approximately $0.2 million and $0.5 million of stock-based compensation related to such PRSUs granted during the three and six months ended June 30, 2022. The Company modified certain stock option, stock grant and stock-based awards to accelerate vesting in anticipation of the sale of the ex-U.S. commercial operations to Advanz. The Company accelerated the vesting of all awards held by employees of those operations being sold because those employees would have otherwise forfeited the awards. Given the sale of the ex-U.S. commercial operations was probable at the time the awards were modified and the entities met the held for sale criteria, the modification to accelerate vesting was recognized at the date of the modification. As a result, incremental compensation expense of $3.4 million was recognized based on the fair value of the modified awards for the three months ended June 30, 2022. Stock-based compensation expense has been reported in the Company’s condensed consolidated statements of operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) Selling, general and administrative $ 3,980 $ 5,678 $ 8,074 $ 10,518 Research and development 1,401 1,148 2,796 3,175 Restructuring — — — — Total stock-based compensation $ 5,381 $ 6,826 $ 10,870 $ 13,693 Stock-based compensation expense recognized under discontinued operations, included in net income from discontinued operations, was $3.2 million and $1.6 million for the three months ended June 30, 2022 and 2021, respectively and $4.4 million and $3.2 million for the six months ended June 30, 2022 and 2021, respectively. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Net Loss Per Share | |
Net Loss Per Share | 14. Net Loss Per Share Basic loss per share is computed by dividing net loss attributable to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. For the three and six-month periods ended June 30, 2022 and 2021, as the Company was in a net loss position, the diluted loss per share computations for such periods did not assume the conversion of the Convertible Notes, exercise of stock options or vesting of RSUs or PRSUs as they would have had an anti-dilutive effect on loss per share. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding for the three and six-month periods ended June 30, 2022 and 2021, as the inclusion thereof would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Shares issuable upon conversion of Convertible Notes 25,507 4,435 25,510 4,435 Options 2,509 2,729 2,471 2,727 Unvested restricted stock units 1,534 1,211 1,451 1,220 Total 29,550 8,375 29,432 8,382 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 15. Commitments and Contingencies Legal Proceedings The Company is involved in various disputes, legal proceedings and litigation in the course of its business, including the matters described below and, from time to time, governmental inquiries and investigations and employment and other litigation. These matters, which could result in damages, fines or other administrative, civil or criminal remedies, liabilities or penalties, are often complex and the outcome of such matters is often uncertain. The Company may from time to time enter into settlements to resolve such matters. Shareholder Litigation The Company currently is involved in a purported shareholder class action lawsuit, as well as a related derivative suit. While the Company believes that it has a number of valid defenses to the claims of the litigants, and intends to vigorously defend itself, matters are in early stages of litigation, and no assessment can be made as to likely outcomes or whether these matters will be material to the Company. Accordingly, an estimate of the potential loss, or range of loss, if any, to the Company relating to these matters is not possible at this time. The 2017 Litigation On September 27, 2017, a purported shareholder class action, initially styled DeSmet v. Intercept Pharmaceuticals, Inc., et al., was filed in the United States District Court for the Southern District of New York, naming the Company and certain of its officers as defendants. On June 1, 2018, the Court appointed lead plaintiffs in the lawsuit, and on July 31, 2018, the lead plaintiffs filed an amended complaint, captioned Hou Liu and Amy Fu v. Intercept Pharmaceuticals, Inc., et al., naming the Company and certain of its current and former officers as defendants. The lead plaintiffs claim to be suing on behalf of anyone who purchased or otherwise acquired the Company’s common stock between June 9, 2016 and September 20, 2017. This lawsuit alleges that material misrepresentations and/or omissions of material fact were made in the Company’s public disclosures during that period, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder. The alleged improper disclosures relate to statements regarding Ocaliva dosing and use, and pharmacovigilance-related matters, as well as the Company’s operations, financial performance, and prospects. The plaintiffs seek unspecified monetary damages on behalf of the putative class, an award of costs and expenses, including attorney’s fees, and rescissory damages. On September 14, 2018, the Company filed a motion to dismiss the amended complaint. On March 26, 2020, the Court granted the Company’s motion to dismiss the amended complaint in its entirety, and on March 27, 2020 the Court entered judgment in favor of the Company. On May 8, 2020, the plaintiffs filed a motion to set aside the judgment and grant leave to file a second amended complaint. On September 9, 2020, the Court denied the plaintiffs’ motion, finding that the proposed second amended complaint did not cure the deficiencies identified in the amended complaint. On October 9, 2020, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit and on January 25, 2021, the plaintiffs filed an appellate brief challenging the March 27, 2020 judgment, the September 9, 2020 judgment, and other court orders. On April 23, 2021, the Company filed a response brief in the Second Circuit appellate proceeding. On May 14, 2021, the plaintiffs filed a reply brief. On December 9, 2021, oral argument was held in the Second Circuit. On June 16, 2022, the Second Circuit entered a summary order affirming the order of the District Court dated September 9, 2020. Separately, on December 1, 2017, a purported shareholder demand was made on the Company based on substantially the same allegations as those set forth in the securities case above. Also, on January 5, 2018, a follow-on derivative suit, styled Davis v. Pruzanski, et al., was filed in New York state court by shareholder Gregg Davis based on substantially the same allegations as those set forth in the securities case above. The derivative litigation is presently stayed pending the exhaustion of all appeals relating to the dismissal of the securities case. Patent Litigation The Company has received paragraph IV certification notice letters from six generic drug manufacturers indicating that each such manufacturer submitted to the FDA an Abbreviated New Drug Application (“ANDA”) seeking approval to manufacture and sell a generic version of the Company’s 5 mg and 10 mg dosage strengths of Ocaliva® (obeticholic acid) for PBC prior to the expiration of certain patents listed for Ocaliva in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations (the “Orange Book”). The six generic drug manufacturers and when we received their initial paragraph IV certification notices are as follows: (1) Apotex Inc. (July 2020), (2) Lupin Limited (July 2020), (3) Amneal Pharmaceuticals of New York, LLC, as U.S. agent for Amneal EU Limited (July 2020), (4) Optimus Pharma Pvt Ltd (July 2020), (5) MSN Pharmaceuticals Inc. and MSN Laboratories Private Limited (July 2020), and (6) Dr. Reddy’s Laboratories, Inc., and Dr. Reddy’s Laboratories, Ltd. (December 2020). The challenged Ocaliva Orange Book patents that are the subject of the ongoing patent litigation are U.S. Patents Nos. RE 48,286 (the “‘286 Patent”), 9,238,673 (the “‘673 Patent”), 10,047,117 (the “‘117 Patent”), 10,052,337 (the “‘337 Patent”), 10,174,073 (the “‘073 Patent”), 10,751,349 (the “‘349 Patent”), and 10,758,549 (the “‘549 Patent”). Trial against all of the generic challengers is scheduled for February 27, 2023. These patent proceedings are costly and time-consuming, and successful challenges to the Company’s patent or other intellectual property rights could result in the Company losing those rights in the relevant jurisdiction, and could allow third parties to use the Company’s proprietary technologies without a license from the Company or its collaborators. While the Company intends to vigorously defend and enforce its intellectual property rights protecting Ocaliva, the Company can offer no assurances regarding when these lawsuits will be decided, which side will prevail, or whether a generic equivalent of Ocaliva could be approved and enter the market before the expiration of the Company’s patents. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events On July 1, 2022, the Company completed the previously announced Disposition Transaction. Consideration totaled $405.0 million up front. Total cash consideration received upon closing was $366.5 million. Additional consideration of $38.5 million under the Share Purchase Agreement (the “SPA”) will be settled in connection with the completion statements, which will also include adjustments including for cash, working capital, and assumed liabilities. As a result of this transaction, the Company’s international business has been divested and its international commercial and medical infrastructure have transitioned to Advanz. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policiies | |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to reflect the impact of the discontinued operations treatment in order to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. |
Held for Sale and Discontinued Operations | Held for Sale and Discontinued Operations Assets and liabilities of a group of components of an entity are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the entities to be sold; (2) the entities to be sold are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such entities to be sold; (3) an active program to locate a buyer and other actions required to complete the plan to sell the entities have been initiated; (4) the sale of the entities is probable and is expected to be completed within one year; (5) the entities are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. Components of an entity that are classified as held for sale and have operations and cash flows that can be clearly distinguished from the rest of the entity are required to be reported as assets and liabilities held for sale. A disposal of a group of components that is classified as held for sale is reported as discontinued operations if the disposal represents a strategic shift that has and will have a major effect on our operations and financial results. The Company accounts for contingent consideration received as a gain contingency, and recognizes such contingent consideration when it is realized or realizable, once the contingency is resolved. Additional details surrounding the Company's assets and liabilities held for sale and discontinued operations are included in Note 4. |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by eliminating the requirement to separately account for embedded conversion features as an equity component in certain circumstances. A convertible debt instrument will be reported as a single liability instrument with no separate accounting for an embedded conversion feature unless separate accounting is required for an embedded conversion feature as a derivative or under the substantial premium model. The ASU simplifies the diluted earnings per share calculation by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. Further, the ASU requires enhanced disclosures about convertible instruments. The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method. Upon adoption at January 1, 2022, the Company made certain adjustm ents in its condensed consolidated balance sheets which consisted of an increase of $176.3 million in Long-term debt, a net decreas e of $307.4 million in Additional paid-in capital and a net decrease of $131.1 million in Accumulated deficit resulting from the reversal of previously recognized non-cash interest expense. After adoption, the Company accounts for the Convertible Notes as single liabilities measured at amortized cost. The Company did not elect the fair value option. Additionally, the Company will no longer incur non-cash interest expense for the amortization of debt discount related to the previously separated equity components. The Company will apply the if-converted methodology in computing diluted earnings per share if and when profitability is achieved. The following table summarizes the adjustments made to the Company’s condensed consolidated balance sheet as of January 1, 2022 as a result of applying the modified retrospective method in adopting ASU 2020-06: As Reported ASU 2020-06 As Adjusted December 31, 2021 Adjustments January 1, 2022 (in thousands) Convertible Notes $ 539,782 $ 176,303 $ 716,085 Additional paid-in capital $ 2,308,653 $ (307,371) $ 2,001,282 Accumulated deficit $ (2,489,772) $ 131,068 $ (2,358,704) Under the modified retrospective method, comparative prior periods are not adjusted. The adoption did not impact previously reported amounts in the Company’s condensed consolidated statements of operations, cash flows and the basic and diluted net loss per share amounts. |
Fair Value of Financial Instruments | The carrying amounts of the Company’s receivables and payables approximate their fair value due to their short maturities. Accounting principles provide guidance for using fair value to measure assets and liabilities. The guidance includes a three-level hierarchy of valuation techniques used to measure fair value, defined as follows: ● Unadjusted Quoted Prices — The fair value of an asset or liability is based on unadjusted quoted prices in active markets for identical assets or liabilities (Level 1). ● Pricing Models with Significant Observable Inputs — The fair value of an asset or liability is based on information derived from either an active market quoted price, which may require further adjustment based on the attributes of the financial asset or liability being measured, or an inactive market transaction (Level 2). ● Pricing Models with Significant Unobservable Inputs — The fair value of an asset or liability is primarily based on internally derived assumptions surrounding the timing and amount of expected cash flows for the financial instrument. Therefore, these assumptions are unobservable in either an active or inactive market (Level 3). The Company considers an active market as one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, the Company views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, non-performance risk, or that of a counterparty, is considered in determining the fair values of liabilities and assets, respectively. The Company’s cash deposits, money market funds and U.S. Treasury securities are classified within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted prices from active markets. Commercial paper, corporate debt securities, and U.S. government agency bonds are classified as Level 2 instruments based on market pricing and other observable inputs. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policiies | |
Schedule of adjustments made condensed consolidated balance sheet on adopting ASU 2020-06 | As Reported ASU 2020-06 As Adjusted December 31, 2021 Adjustments January 1, 2022 (in thousands) Convertible Notes $ 539,782 $ 176,303 $ 716,085 Additional paid-in capital $ 2,308,653 $ (307,371) $ 2,001,282 Accumulated deficit $ (2,489,772) $ 131,068 $ (2,358,704) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations | |
Schedule of discontinued operations | The following table presents the carrying amounts of the classes of assets and liabilities related to the discontinued operations as of June 30, 2022 and December 31, 2021: June 30, 2022 December 31, 2021 Restricted cash $ 1,450 $ 1,581 Accounts receivable, net of allowance for credit losses 20,750 19,280 Prepaid expenses and other current assets 2,831 3,551 Fixed assets, net 35 96 Inventory 635 736 Security deposits 2,155 2,332 Other assets 2,023 2,562 Total assets classified as discontinued operations in condensed consolidated balance sheets $ 29,879 $ 30,138 Accounts payable, accrued expenses and other liabilities $ 55,549 $ 54,436 Long-term other liabilities 879 1,344 Total liabilities classified as discontinued operations in condensed consolidated balance sheets $ 56,428 $ 55,780 The following table presents the results of operations related to the discontinued operations for the three and six months ended June 30, 2022 and 2021 respectively: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Product revenue, net $ 28,628 $ 28,398 $ 58,065 $ 52,760 Cost of sales 490 363 1,025 881 Selling, general and administrative 15,194 13,773 27,447 27,943 Research and development 55 125 251 279 Restructuring — (89) — 195 Other (expense) income, net (96) 14 (383) (98) Income from discontinued operations in condensed consolidated statements of operations $ 12,793 $ 14,240 $ 28,959 $ 23,364 The following table presents the net cash provided by operating activities for the assets and liabilities held for sale (discontinued operations) for the six months ended June 30, 2022 and 2021 respectively: Six Months Ended June 30, 2022 2021 Net income from discontinued operations $ 28,959 $ 23,364 Adjustment of non-cash activities 4,937 3,837 Increase in accounts receivable (2,973) (4,617) Decrease in prepaid expenses and other current assets 881 802 Decrease in inventory 38 16 Decrease in security deposits 1 — Increase (decrease) in accounts payable, accrued expenses and other current liabilities 2,510 (3,374) Net cash provided by operating activities $ 34,353 $ 20,028 |
Cash, Cash Equivalents and In_2
Cash, Cash Equivalents and Investment Debt Securities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Cash, Cash Equivalents and Investment Debt Securities | |
Cash, Cash Equivalents and Investment Debt Securities | The following table summarizes the Company’s cash, cash equivalents and investment debt securities as of June 30, 2022 and December 31, 2021: As of June 30, 2022 Allowance Gross Gross for Credit Unrealized Unrealized Amortized Cost Losses Gains Losses Fair Value (in thousands) Cash and cash equivalents: Cash and money market funds $ 58,019 $ — $ — $ — $ 58,019 Total cash and cash equivalents 58,019 — — — 58,019 Investment debt securities: Commercial paper 143,932 — — (320) 143,612 Corporate debt securities 180,955 — — (1,319) 179,636 U.S. government agency bonds 3,500 — — (58) 3,442 U.S Treasury securities 20,176 — — (109) 20,067 Total investment debt securities 348,563 — — (1,806) 346,757 Total cash, cash equivalents and investment debt securities $ 406,582 $ — $ — $ (1,806) $ 404,776 As of December 31, 2021 Allowance Gross Gross for Credit Unrealized Unrealized Amortized Cost Losses Gains Losses Fair Value (in thousands) Cash and cash equivalents: Cash and money market funds $ 76,709 $ — $ — $ — $ 76,709 Commercial paper 8,000 — — — 8,000 Total cash and cash equivalents 84,709 — — — 84,709 Investment debt securities: Commercial paper 84,513 — — (49) 84,464 Corporate debt securities 232,721 — 16 (245) 232,492 Municipal bonds 5,028 — — (1) 5,027 U.S Treasury securities 12,998 — — (1) 12,997 Total investment debt securities 335,260 — 16 (296) 334,980 Total cash, cash equivalents and investment debt securities $ 419,969 $ — $ 16 $ (296) $ 419,689 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | The aggregate fair value of the Company’s available-for-sale investment debt securities that have been in a continuous unrealized loss position for less than twelve months or twelve months or longer is as follows: As of June 30, 2022 Less than 12 months 12 months or longer Total (in thousands) Gross Gross Gross Unrealized Unrealized Unrealized Fair Value Losses Fair Value Losses Fair Value Losses Commercial paper $ 143,612 $ (320) $ — $ — $ 143,612 $ (320) Corporate debt securities 178,637 (1,318) 999 (1) 179,636 (1,319) U.S. government agency bonds 3,442 (58) — — 3,442 (58) U.S. Treasury securities 20,067 (109) — — 20,067 (109) Total $ 345,758 $ (1,805) $ 999 $ (1) $ 346,757 $ (1,806) As of December 31, 2021 Less than 12 months 12 months or longer Total (in thousands) Gross Gross Gross Unrealized Unrealized Unrealized Fair Value Losses Fair Value Losses Fair Value Losses Commercial paper $ 81,464 $ (49) $ — $ — $ 81,464 $ (49) Corporate debt securities 196,120 (245) — — 196,120 (245) Municipal bonds 5,027 (1) — — 5,027 (1) U.S Treasury securities 12,997 (1) — — 12,997 (1) Total $ 295,608 $ (296) $ — $ — $ 295,608 $ (296) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Fair Value, Marketable Securities Measured on Recurring and Nonrecurring Basis | Financial assets carried at fair value are classified in the tables below in one of the three categories described above: Fair Value Measurements Using Total Level 1 Level 2 Level 3 (in thousands) June 30, 2022 Assets Cash and cash equivalents: Money market funds $ 11,347 $ 11,347 $ — $ — Available-for-sale investment debt securities: Commercial paper 143,612 — 143,612 — Corporate debt securities 179,636 — 179,636 — U.S. government agency bonds 3,442 — 3,442 — U.S. Treasury securities 20,067 20,067 — — Total financial assets $ 358,104 $ 31,414 $ 326,690 $ — December 31, 2021 Assets Cash and cash equivalents: Money market funds $ 39,287 $ 39,287 $ — $ — Commercial paper 8,000 — 8,000 — Available-for-sale investment debt securities: Commercial paper 84,464 — 84,464 — Corporate debt securities 232,492 — 232,492 — Municipal bonds 5,027 — 5,027 — U.S. Treasury securities 12,997 12,997 — — Total financial assets $ 382,267 $ 52,284 $ 329,983 $ — |
Schedule of Available for Sale Securities Debt Maturities | The aggregate fair value of all available-for-sale investment debt securities (commercial paper, corporate debt securities, U.S. government agency bonds and U.S. Treasury securities), by contractual maturity, are as follows: Fair Value as of June 30, 2022 December 31, 2021 (in thousands) Due in one year or less $ 334,932 $ 305,914 Due after one year through two years 11,825 29,066 Total investment debt securities $ 346,757 $ 334,980 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fixed Assets, Net | |
Fixed Assets, Net | Fixed assets are stated at cost and depreciated or amortized using the straight-line method based on useful lives as follows: Useful lives (Years) June 30, 2022 December 31, 2021 (in thousands) Office equipment and software 3 $ 4,100 $ 4,751 Leasehold improvements Shorter of remaining lease term or useful life 10,891 12,884 Furniture and fixtures 7 3,199 3,772 Subtotal 18,190 21,407 Less: accumulated depreciation (17,188) (18,126) Fixed assets, net $ 1,002 $ 3,281 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory | |
Schedule of Inventory | Inventories are stated at the lower of cost or market. Inventories consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Work-in-process $ 6,702 $ 7,801 Finished goods 189 82 Inventory $ 6,891 $ 7,883 |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounts Payable, Accrued Expenses and Other Liabilities | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable, accrued expenses and other liabilities consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Accounts payable $ 11,666 $ 17,598 Accrued employee compensation 13,686 20,845 Accrued contracted services 48,253 51,136 Accrued rebates, returns, discounts and other incentives 12,345 11,626 Other liabilities 414 2,575 Accounts payable, accrued expenses and other liabilities $ 86,364 $ 103,780 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Long-Term Debt | |
Schedule of Long-term Debt Instruments | Debt, net of debt issuance costs and discounts, consisted of the following: June 30, 2022 December 31, 2021 2026 Convertible Secured Notes 2026 Convertible Notes 2023 Convertible Notes 2026 Convertible Secured Notes 2026 Convertible Notes 2023 Convertible Notes (in thousands) Liability component Principal $ 500,000 $ 115,349 $ 109,808 $ 500,000 $ 115,349 $ 113,655 Unamortized debt issuance costs (8,930) (1,895) (473) (7,132) (2,313) (816) Unamortized debt discount — — — (141,303) (30,228) (7,430) Net carrying amount $ 491,070 $ 113,454 $ 109,335 $ 351,565 $ 82,808 105,409 Equity component, net of issuance costs — — — $ 147,458 $ 62,841 $ 97,072 |
Schedule of fair value of the convertible notes | June 30, 2022 December 31, 2021 (in thousands) 2026 Convertible Secured Notes $ 470,940 $ 543,370 2026 Convertible Notes $ 74,030 $ 69,492 2023 Convertible Notes $ 107,333 $ 107,727 |
Schedule of initial conversion of convertible debt | Initial conversion rate Approximate conversion price 2026 Convertible Secured Notes 47.7612 $20.94 2026 Convertible Notes 9.2123 $108.55 2023 Convertible Notes 5.0358 $198.58 |
Schedule of interest expenses on convertible debt | Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 2026 Convertible Secured Notes 2026 Convertible Notes 2023 Convertible Notes Total 2026 Convertible Secured Notes 2026 Convertible Notes 2023 Convertible Notes Total (in thousands) Contractual interest expense $ 4,375 $ 577 $ 913 $ 5,865 $ 8,750 $ 1,154 $ 1,837 $ 11,741 Amortization of debt issuance costs 569 116 119 804 1,132 232 237 1,601 Accretion of debt discount — — — — — — — — Total interest expense $ 4,944 $ 693 $ 1,032 $ 6,669 $ 9,882 $ 1,386 $ 2,074 $ 13,342 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 2026 Convertible Secured Notes 2026 Convertible Notes 2023 Convertible Notes Total 2026 Convertible Secured Notes 2026 Convertible Notes 2023 Convertible Notes Total (in thousands) Contractual interest expense $ — $ 1,150 $ 3,737 $ 4,887 $ — $ 2,300 $ 7,475 $ 9,775 Amortization of debt issuance costs — 196 490 686 — 386 970 1,356 Accretion of debt discount — 2,553 4,463 7,016 — 5,043 8,834 13,877 Total interest expense $ — $ 3,899 $ 8,690 $ 12,589 $ — $ 7,729 $ 17,279 $ 25,008 |
Product Revenue, Net (Tables)
Product Revenue, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Product Revenue, Net | |
Schedule of allowance for credit losses | The following table summarizes the allowance for credit losses activity on the Company’s trade receivables for the six-month period ended June 30, 2022 (in thousands): Balance at December 31, 2021 $ 58 Provision for credit losses (7) Write-offs — Balance at June 30, 2022 $ 51 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stock Compensation | |
Schedule of Share Based Compensation Stock Options Activities | The following table summarizes stock option activity during the six months ended June 30, 2022 (under both the 2012 Plan and the 2022 Plan): Weighted Average Number Weighted Remaining Aggregate of Options Average Contractual Intrinsic Value (in thousands) Exercise Price Term (years) (in thousands) Outstanding at December 31, 2021 2,252 $ 50.28 7.2 $ 408 Granted 467 $ 15.20 — $ — Exercised — $ — — $ — Cancelled/forfeited (117) $ 28.14 — $ — Expired (96) $ 104.36 — $ — Outstanding at June 30, 2022 2,506 $ 42.70 7.3 $ — Expected to vest 1,389 $ 21.95 8.4 $ — Exercisable 1,117 $ 68.52 5.9 $ — |
Schedule of Share Based Compensation Arrangement By Share Based Payment Award Grants in Period Fair Value Assumptions | The Company estimated the fair value of stock options granted in the periods presented utilizing a Black-Scholes option-pricing model utilizing the following assumptions: Six Months Ended June 30, 2022 2021 Volatility 66.4 - 67.7 % 65.2 - 67.7 % Expected term (in years) 5.5 - 6.0 5.5 - 6.0 Risk-free rate 1.3 - 2.8 % 0.4 - 0.9 % Expected dividend yield — % — % |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The following table summarizes the aggregate RSU, RSA and PRSU activity during the six months ended June 30, 2022: Weighted Number of Average Grant Date Awards Fair Value (in thousands) Non-vested awards at December 31, 2021 968 $ 39.58 Granted 779 $ 15.76 Vested (157) $ 28.72 Forfeited (143) $ 43.44 Non-vested awards at June 30, 2022 1,447 $ 27.55 |
Schedule of Stock Based Compensation Expense | Stock-based compensation expense has been reported in the Company’s condensed consolidated statements of operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) Selling, general and administrative $ 3,980 $ 5,678 $ 8,074 $ 10,518 Research and development 1,401 1,148 2,796 3,175 Restructuring — — — — Total stock-based compensation $ 5,381 $ 6,826 $ 10,870 $ 13,693 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Net Loss Per Share | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding for the three and six-month periods ended June 30, 2022 and 2021, as the inclusion thereof would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Shares issuable upon conversion of Convertible Notes 25,507 4,435 25,510 4,435 Options 2,509 2,729 2,471 2,727 Unvested restricted stock units 1,534 1,211 1,451 1,220 Total 29,550 8,375 29,432 8,382 |
Overview of Business (Details)
Overview of Business (Details) - Held-for-sale - Ex-U.S. commercial operations $ in Millions | May 05, 2022 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Consideration | $ 405 |
Additional contingent consideration | $ 45 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Convertible Notes | $ 713,859 | $ 539,782 | |
Additional paid-in capital | 2,016,201 | 2,308,653 | |
Accumulated deficit | $ (2,383,516) | (2,489,772) | |
Accounting Standards Update 2020-06 [Member] | |||
Convertible Notes | 539,782 | ||
Additional paid-in capital | 2,308,653 | ||
Accumulated deficit | $ (2,489,772) | ||
Accounting Standards Update 2020-06 [Member] | Cumulative effect, period of adoption, adjustment | |||
Convertible Notes | $ 176,303 | ||
Additional paid-in capital | (307,371) | ||
Accumulated deficit | 131,068 | ||
Accounting Standards Update 2020-06 [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | |||
Convertible Notes | 716,085 | ||
Additional paid-in capital | 2,001,282 | ||
Accumulated deficit | $ (2,358,704) |
Discontinued Operations (Narrat
Discontinued Operations (Narratives) (Details) - Held-for-sale - Ex-U.S. commercial operations $ in Millions | May 05, 2022 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Consideration | $ 405 |
Additional contingent consideration | $ 45 |
Discontinued Operations (Assets
Discontinued Operations (Assets and Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Discontinued Operations | ||
Total assets classified as discontinued operations in condensed consolidated balance sheets | $ 29,879 | $ 30,138 |
Total liabilities classified as discontinued operations in condensed consolidated balance sheets | 56,428 | 55,780 |
Ex-U.S. commercial operations | Held for sale | ||
Discontinued Operations | ||
Restricted cash | 1,450 | 1,581 |
Accounts receivable, net of allowance for credit losses | 20,750 | 19,280 |
Prepaid expenses and other current assets | 2,831 | 3,551 |
Fixed assets, net | 35 | 96 |
Inventory | 635 | 736 |
Security deposits | 2,155 | 2,332 |
Other assets | 2,023 | 2,562 |
Total assets classified as discontinued operations in condensed consolidated balance sheets | 29,879 | 30,138 |
Accounts payable, accrued expenses and other liabilities | 55,549 | 54,436 |
Long-term other liabilities | 879 | 1,344 |
Total liabilities classified as discontinued operations in condensed consolidated balance sheets | $ 56,428 | $ 55,780 |
Discontinued Operations (Result
Discontinued Operations (Results of operations) (Details) - Ex-U.S. commercial operations - Held-for-sale - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Discontinued Operations | ||||
Product revenue, net | $ 28,628 | $ 28,398 | $ 58,065 | $ 52,760 |
Cost of sales | 490 | 363 | 1,025 | 881 |
Selling, general and administrative | 15,194 | 13,773 | 27,447 | 27,943 |
Research and development | 55 | 125 | 251 | 279 |
Restructuring | (89) | 195 | ||
Other (expense) income, net | (96) | 14 | (383) | (98) |
Income from discontinued operations in condensed consolidated statements of operations | $ 12,793 | $ 14,240 | $ 28,959 | $ 23,364 |
Discontinued Operations (Net ca
Discontinued Operations (Net cash provided by operating activities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Discontinued Operations | ||||
Net cash provided by operating activities | $ 34,353 | $ 20,028 | ||
Ex-U.S. commercial operations | Held-for-sale | ||||
Discontinued Operations | ||||
Net income from discontinued operations | $ 12,793 | $ 14,240 | 28,959 | 23,364 |
Adjustment of non-cash activities | 4,937 | 3,837 | ||
Increase in accounts receivable | (2,973) | (4,617) | ||
Decrease in prepaid expenses and other current assets | 881 | 802 | ||
Decrease in inventory | 38 | 16 | ||
Decrease in security deposits | 1 | |||
Increase (decrease) in accounts payable, accrued expenses and other current liabilities | 2,510 | (3,374) | ||
Net cash provided by operating activities | $ 34,353 | $ 20,028 |
Cash, Cash Equivalents and In_3
Cash, Cash Equivalents and Investment Debt Securities (Cash, Cash Equivalents and Investment Debt Securities) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and cash equivalents: | ||
Cash and Cash Equivalents, Amortized Cost | $ 58,019 | $ 84,709 |
Cash and cash equivalents, Fair Value | 58,019 | 84,709 |
Investment Debt Securities Abstract | ||
Total investments, Amortized Cost | 348,563 | 335,260 |
Total cash and cash equivalents and investment debt securities, Amortized Cost | 406,582 | 419,969 |
Allowance for Credit Losses | 0 | |
Total investments, Gross Unrealized Gains | 0 | 16 |
Total cash and cash equivalents and investment debt securities, Gross Unrealized Gains | 0 | 16 |
Total investments, Gross Unrealized Losses | (1,806) | (296) |
Total cash and cash equivalents and investment debt securities, Gross Unrealized Losses | (1,806) | (296) |
Total investments, Fair Value | 346,757 | 334,980 |
Total cash and cash equivalents and investment debt securities, Fair Value | 404,776 | 419,689 |
Commercial paper | ||
Investment Debt Securities Abstract | ||
Total investments, Amortized Cost | 143,932 | 84,513 |
Allowance for Credit Losses | 0 | |
Total investments, Gross Unrealized Gains | 0 | |
Total investments, Gross Unrealized Losses | (320) | (49) |
Total investments, Fair Value | 143,612 | 84,464 |
Corporate debt securities | ||
Investment Debt Securities Abstract | ||
Total investments, Amortized Cost | 180,955 | 232,721 |
Allowance for Credit Losses | 0 | |
Total investments, Gross Unrealized Gains | 0 | 16 |
Total investments, Gross Unrealized Losses | (1,319) | (245) |
Total investments, Fair Value | 179,636 | 232,492 |
Municipal bonds | ||
Investment Debt Securities Abstract | ||
Total investments, Amortized Cost | 5,028 | |
Total investments, Gross Unrealized Losses | (1) | |
Total investments, Fair Value | 5,027 | |
U.S. government agency bonds | ||
Investment Debt Securities Abstract | ||
Total investments, Amortized Cost | 3,500 | |
Total investments, Gross Unrealized Gains | 0 | |
Total investments, Gross Unrealized Losses | (58) | |
Total investments, Fair Value | 3,442 | |
U.S Treasury securities | ||
Investment Debt Securities Abstract | ||
Total investments, Amortized Cost | 20,176 | 12,998 |
Total investments, Gross Unrealized Gains | 0 | |
Total investments, Gross Unrealized Losses | (109) | (1) |
Total investments, Fair Value | 20,067 | 12,997 |
Cash and money market funds | ||
Cash and cash equivalents: | ||
Cash and Cash Equivalents, Amortized Cost | 58,019 | 76,709 |
Cash and cash equivalents, Fair Value | $ 58,019 | 76,709 |
Commercial paper | ||
Cash and cash equivalents: | ||
Cash and Cash Equivalents, Amortized Cost | 8,000 | |
Cash and cash equivalents, Fair Value | $ 8,000 |
Cash, Cash Equivalents and In_4
Cash, Cash Equivalents and Investment Debt Securities (Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Total available for sale securities, Less than 12 months, Fair Value | $ 345,758 | $ 295,608 |
Total available for sale securities Less than 12 months, Gross Unrealized Holding Losses | (1,805) | (296) |
Total available for sale securities, More than 12 months, Fair Value | 999 | 0 |
Total available for sale securities more than 12 months, Gross Unrealized Holding Losses | (1) | 0 |
Available-for-sale securities, Total Fair Value | 346,757 | 295,608 |
Available-for-sale securities, Total Gross Unrealized Losses | (1,806) | (296) |
Commercial paper | ||
Total available for sale securities, Less than 12 months, Fair Value | 143,612 | 81,464 |
Total available for sale securities Less than 12 months, Gross Unrealized Holding Losses | (320) | (49) |
Total available for sale securities, More than 12 months, Fair Value | 0 | 0 |
Total available for sale securities more than 12 months, Gross Unrealized Holding Losses | 0 | 0 |
Available-for-sale securities, Total Fair Value | 143,612 | 81,464 |
Available-for-sale securities, Total Gross Unrealized Losses | (320) | (49) |
Corporate debt securities | ||
Total available for sale securities, Less than 12 months, Fair Value | 178,637 | 196,120 |
Total available for sale securities Less than 12 months, Gross Unrealized Holding Losses | (1,318) | (245) |
Total available for sale securities, More than 12 months, Fair Value | 999 | 0 |
Total available for sale securities more than 12 months, Gross Unrealized Holding Losses | (1) | 0 |
Available-for-sale securities, Total Fair Value | 179,636 | 196,120 |
Available-for-sale securities, Total Gross Unrealized Losses | (1,319) | (245) |
Municipal bonds | ||
Total available for sale securities, Less than 12 months, Fair Value | 5,027 | |
Total available for sale securities Less than 12 months, Gross Unrealized Holding Losses | (1) | |
Total available for sale securities, More than 12 months, Fair Value | 0 | |
Total available for sale securities more than 12 months, Gross Unrealized Holding Losses | 0 | |
Available-for-sale securities, Total Fair Value | 5,027 | |
Available-for-sale securities, Total Gross Unrealized Losses | (1) | |
U.S. government agency bonds | ||
Total available for sale securities, Less than 12 months, Fair Value | 3,442 | |
Total available for sale securities Less than 12 months, Gross Unrealized Holding Losses | (58) | |
Total available for sale securities, More than 12 months, Fair Value | 0 | |
Total available for sale securities more than 12 months, Gross Unrealized Holding Losses | 0 | |
Available-for-sale securities, Total Fair Value | 3,442 | |
Available-for-sale securities, Total Gross Unrealized Losses | (58) | |
U.S Treasury securities | ||
Total available for sale securities, Less than 12 months, Fair Value | 20,067 | 12,997 |
Total available for sale securities Less than 12 months, Gross Unrealized Holding Losses | (109) | (1) |
Total available for sale securities, More than 12 months, Fair Value | 0 | 0 |
Total available for sale securities more than 12 months, Gross Unrealized Holding Losses | 0 | 0 |
Available-for-sale securities, Total Fair Value | 20,067 | 12,997 |
Available-for-sale securities, Total Gross Unrealized Losses | $ (109) | $ (1) |
Cash, Cash Equivalents and In_5
Cash, Cash Equivalents and Investment Debt Securities (Narrative) (Details) $ in Millions | Jun. 30, 2022 USD ($) security | Dec. 31, 2021 USD ($) security |
Cash, Cash Equivalents and Investment Debt Securities | ||
Number of positions that were in a continuous unrealized loss position for more than twelve months | security | 112 | 97 |
Accrued investment income receivable | $ | $ 0.9 | $ 1.3 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value, Marketable Securities Measured on Recurring and Nonrecurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and cash equivalents, fair value disclosure | $ 58,019 | $ 84,709 |
Available-for-sale securities, fair value disclosure | 346,757 | 334,980 |
Total financial assets | 358,104 | 382,267 |
Level 1 | ||
Total financial assets | 31,414 | 52,284 |
Level 2 | ||
Total financial assets | 326,690 | 329,983 |
Level 3 | ||
Total financial assets | 0 | 0 |
Money market funds | ||
Cash and cash equivalents, fair value disclosure | 11,347 | 39,287 |
Money market funds | Level 1 | ||
Cash and cash equivalents, fair value disclosure | 11,347 | 39,287 |
Money market funds | Level 2 | ||
Cash and cash equivalents, fair value disclosure | 0 | 0 |
Money market funds | Level 3 | ||
Cash and cash equivalents, fair value disclosure | 0 | 0 |
Commercial paper | ||
Cash and cash equivalents, fair value disclosure | 8,000 | |
Commercial paper | Level 1 | ||
Cash and cash equivalents, fair value disclosure | 0 | |
Commercial paper | Level 2 | ||
Cash and cash equivalents, fair value disclosure | 8,000 | |
Commercial paper | Level 3 | ||
Cash and cash equivalents, fair value disclosure | 0 | |
Corporate debt securities | ||
Available-for-sale securities, fair value disclosure | 179,636 | 232,492 |
Corporate debt securities | Level 1 | ||
Available-for-sale securities, fair value disclosure | 0 | 0 |
Corporate debt securities | Level 2 | ||
Available-for-sale securities, fair value disclosure | 179,636 | 232,492 |
Corporate debt securities | Level 3 | ||
Available-for-sale securities, fair value disclosure | 0 | 0 |
Municipal bonds | ||
Available-for-sale securities, fair value disclosure | 5,027 | |
Municipal bonds | Level 1 | ||
Available-for-sale securities, fair value disclosure | 0 | |
Municipal bonds | Level 2 | ||
Available-for-sale securities, fair value disclosure | 5,027 | |
Municipal bonds | Level 3 | ||
Available-for-sale securities, fair value disclosure | 0 | |
Commercial Paper, Not Included with Cash and Cash Equivalents [Member] | ||
Available-for-sale securities, fair value disclosure | 143,612 | 84,464 |
Commercial Paper, Not Included with Cash and Cash Equivalents [Member] | Level 1 | ||
Available-for-sale securities, fair value disclosure | 0 | 0 |
Commercial Paper, Not Included with Cash and Cash Equivalents [Member] | Level 2 | ||
Available-for-sale securities, fair value disclosure | 143,612 | 84,464 |
Commercial Paper, Not Included with Cash and Cash Equivalents [Member] | Level 3 | ||
Available-for-sale securities, fair value disclosure | 0 | 0 |
U.S. government agency bonds | ||
Available-for-sale securities, fair value disclosure | 3,442 | |
U.S. government agency bonds | Level 1 | ||
Available-for-sale securities, fair value disclosure | 0 | |
U.S. government agency bonds | Level 2 | ||
Available-for-sale securities, fair value disclosure | 3,442 | |
U.S. government agency bonds | Level 3 | ||
Available-for-sale securities, fair value disclosure | 0 | |
U.S Treasury securities | ||
Available-for-sale securities, fair value disclosure | 20,067 | 12,997 |
U.S Treasury securities | Level 1 | ||
Available-for-sale securities, fair value disclosure | 20,067 | 12,997 |
U.S Treasury securities | Level 2 | ||
Available-for-sale securities, fair value disclosure | 0 | 0 |
U.S Treasury securities | Level 3 | ||
Available-for-sale securities, fair value disclosure | $ 0 | $ 0 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Available for Sale Securities Debt Maturities) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Measurements | ||
Due in one year or less | $ 334,932 | $ 305,914 |
Due after one year through two years | 11,825 | 29,066 |
Total investment debt securities | $ 346,757 | $ 334,980 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) | Jun. 30, 2022 | Aug. 17, 2021 | May 14, 2019 | Jul. 06, 2016 |
2026 convertible secured notes | ||||
Debt instrument, interest rate, stated percentage | 3.50% | 3.50% | ||
2026 Convertible Notes | ||||
Debt instrument, interest rate, stated percentage | 2% | 2% | ||
2023 Convertible Notes | ||||
Debt instrument, interest rate, stated percentage | 3.25% | 3.25% |
Fixed Assets, Net (Fixed Assets
Fixed Assets, Net (Fixed Assets Stated at Cost) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fixed assets | $ 18,190 | $ 21,407 |
Less: accumulated depreciation | (17,188) | (18,126) |
Fixed assets, net | 1,002 | 3,281 |
Office equipment and software | ||
Fixed assets | $ 4,100 | 4,751 |
Property, Plant and Equipment, Useful Life | 3 years | |
Leasehold improvements | ||
Fixed assets | $ 10,891 | 12,884 |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of remaining lease term or useful life | |
Furniture and fixtures | ||
Fixed assets | $ 3,199 | $ 3,772 |
Property, Plant and Equipment, Useful Life | 7 years |
Inventory (Schedule of Inventor
Inventory (Schedule of Inventory) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory | ||
Work-in-process | $ 6,702 | $ 7,801 |
Finished goods | 189 | 82 |
Inventory | $ 6,891 | $ 7,883 |
Accounts Payable, Accrued Exp_3
Accounts Payable, Accrued Expenses and Other Liabilities (Schedule of Accounts Payable and Accrued Liabilities) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Feb. 28, 2022 | Jun. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accounts payable | $ 11,666 | $ 11,666 | $ 17,598 | ||||
Accrued employee compensation | 13,686 | 13,686 | 20,845 | ||||
Accrued contracted services | 48,253 | 48,253 | 51,136 | ||||
Accrued rebates, returns, discounts and other incentives | 12,345 | 12,345 | 11,626 | ||||
Other liabilities | 414 | 414 | 2,575 | ||||
Accounts payable, accrued expenses and other liabilities | 86,364 | $ 86,364 | $ 103,780 | ||||
UK tax authority | Foreign tax authority | |||||||
Percentage of credit eligible from tax authority | 33.40% | ||||||
Other Nonoperating Income | $ 4,200 | ||||||
Research and development expense, decrease | 4,000 | $ 10,700 | $ 4,000 | $ 10,700 | |||
SME scheme | UK tax authority | Foreign tax authority | |||||||
Percentage of credit eligible from tax authority | 33.40% | ||||||
RDEC scheme | |||||||
Research and development expense, decrease | $ 4,000 | ||||||
RDEC scheme | UK tax authority | |||||||
Research and development expense, decrease | $ 3,800 | ||||||
RDEC scheme | UK tax authority | Foreign tax authority | |||||||
Percentage of credit eligible from tax authority | 12% |
Long-Term Debt - Narratives (De
Long-Term Debt - Narratives (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 09, 2021 | Aug. 20, 2021 | Aug. 17, 2021 | Aug. 10, 2021 | Jun. 01, 2021 | May 14, 2019 | Jul. 06, 2016 | Jun. 30, 2022 | Jun. 30, 2021 |
Debt Instrument [Line Items] | |||||||||
Stock issued for services | $ 10 | ||||||||
Stock issued for services, (in shares) | 769,823 | ||||||||
Issue price | $ 12.99 | ||||||||
2023 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, face amount | $ 460 | ||||||||
Interest rate | 3.25% | 3.25% | |||||||
Proceeds from convertible debt | $ 447.6 | ||||||||
Cost of debt issued | $ 12.4 | ||||||||
Convertible debt, original debt | $ 306.5 | ||||||||
Convertible debt | 292.4 | ||||||||
Interest rate, effective | 3.69% | 8.42% | |||||||
2023 Convertible Notes | Privately negotiated agreements | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible debt repurchased, face amount | $ 39.9 | $ 3.8 | |||||||
Convertible debt repurchased | $ 38.1 | $ 3.8 | |||||||
2026 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, face amount | $ 230 | ||||||||
Interest rate | 2% | 2% | |||||||
Proceeds from convertible debt | $ 223.4 | ||||||||
Cost of debt issued | $ 6.6 | ||||||||
Convertible debt, original debt | 114.7 | ||||||||
Convertible debt | 90 | ||||||||
Interest rate, effective | 2.44% | 9.90% | |||||||
2026 convertible secured notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, face amount | $ 500 | $ 117.6 | |||||||
Interest rate | 3.50% | 3.50% | |||||||
Proceeds from convertible debt | $ 117.6 | ||||||||
Interest rate, effective | 4.03% |
Long-Term Debt (Schedule of Lon
Long-Term Debt (Schedule of Long-term Debt Instruments and Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Long-term debt outstanding | $ 713,859 | $ 713,859 | $ 539,782 | ||
Interest Expense, Long-term Debt [Abstract] | |||||
Contractual interest expense | 5,865 | $ 4,887 | 11,741 | $ 9,775 | |
Amortization of debt issuance costs | 804 | 686 | 1,601 | 1,356 | |
Accretion of debt discount | 7,016 | 13,877 | |||
Total interest expense | 6,669 | 12,589 | 13,342 | 25,008 | |
Convertible Debt [Member] | |||||
Unamortized debt issuance costs | (11,300) | (11,300) | (10,300) | ||
2026 Convertible Secured Notes | |||||
Long-term debt, gross | 500,000 | 500,000 | 500,000 | ||
Unamortized debt issuance costs | (8,930) | (8,930) | (7,132) | ||
Unamortized debt discount | 0 | 0 | (141,303) | ||
Long-term Debt, Total | 491,070 | 491,070 | 351,565 | ||
Equity component, net of issuance costs | 0 | 0 | 147,458 | ||
Interest Expense, Long-term Debt [Abstract] | |||||
Contractual interest expense | 4,375 | 8,750 | |||
Amortization of debt issuance costs | 569 | 1,132 | |||
Total interest expense | 4,944 | 9,882 | |||
2026 Convertible Notes | |||||
Long-term debt, gross | 115,349 | 115,349 | 115,349 | ||
Unamortized debt issuance costs | (1,895) | (1,895) | (2,313) | ||
Unamortized debt discount | (30,228) | ||||
Long-term Debt, Total | 113,454 | 113,454 | 82,808 | ||
Equity component, net of issuance costs | 62,841 | ||||
Interest Expense, Long-term Debt [Abstract] | |||||
Contractual interest expense | 577 | 1,150 | 1,154 | 2,300 | |
Amortization of debt issuance costs | 116 | 196 | 232 | 386 | |
Accretion of debt discount | 2,553 | 5,043 | |||
Total interest expense | 693 | 3,899 | 1,386 | 7,729 | |
2023 Convertible Notes | |||||
Long-term debt, gross | 109,808 | 109,808 | 113,655 | ||
Unamortized debt issuance costs | (473) | (473) | (816) | ||
Unamortized debt discount | (7,430) | ||||
Long-term Debt, Total | 109,335 | 109,335 | 105,409 | ||
Equity component, net of issuance costs | $ 97,072 | ||||
Interest Expense, Long-term Debt [Abstract] | |||||
Contractual interest expense | 913 | 3,737 | 1,837 | 7,475 | |
Amortization of debt issuance costs | 119 | 490 | 237 | 970 | |
Accretion of debt discount | 4,463 | 8,834 | |||
Total interest expense | $ 1,032 | $ 8,690 | $ 2,074 | $ 17,279 |
Long-Term Debt - Fair value of
Long-Term Debt - Fair value of convertible debt (Details) - Level 2 - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
2026 convertible secured notes | ||
Debt Instrument [Line Items] | ||
Fair value of convertible debt | $ 470,940 | $ 543,370 |
2026 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Fair value of convertible debt | 74,030 | 69,492 |
2023 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Fair value of convertible debt | $ 107,333 | $ 107,727 |
Long-Term Debt - Exchange of co
Long-Term Debt - Exchange of convertible debt - Narratives (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
2026 convertible secured notes | |||
Debt Instrument [Line Items] | |||
Debt instrument liability component effective interest rate | 4.03% | ||
2026 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument liability component effective interest rate | 2.44% | 9.90% | |
Convertible debt, unamortized discount | $ 30,228 | ||
Equity component, net of issuance costs | 62,841 | ||
Debt issuance costs | $ 1,895 | 2,313 | |
2023 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument liability component effective interest rate | 3.69% | 8.42% | |
Convertible debt, unamortized discount | 7,430 | ||
Equity component, net of issuance costs | 97,072 | ||
Debt issuance costs | $ 473 | $ 816 |
Long-Term Debt - Note Indenture
Long-Term Debt - Note Indentures (Details) | 6 Months Ended |
Jun. 30, 2022 D item | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Threshold Trading Days | 20 |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130% |
Debt Instrument Convertible Threshold Sale Price Of Common Stock Conversion Rate Product Percentage Maximum | 98% |
Average percentage of closing sale price of common stock | 100% |
Percentage of repurchase price is equal to principal amount of convertible notes | 100% |
Minimum | |
Debt Instrument [Line Items] | |
Debt Instrument, Default, Threshold Percentage Of Aggregate Principal Amount Of Debt Holders Who Can Declare Due And Payable | 25% |
Convertible Debt [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Number Of Series Of Convertible Notes | item | 3 |
Debt Instrument, Convertible Threshold Consecutive Business Days | 5 days |
Debt Instrument, Convertible Threshold Consecutive Trading Day Period | 5 days |
Long-Term Debt - Initial conver
Long-Term Debt - Initial conversion of convertible debt (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
2026 convertible secured notes | |
Debt Instrument [Line Items] | |
Initial conversion rate | 47.7612 |
Approximate conversion price | $ 20.94 |
2026 Convertible Notes | |
Debt Instrument [Line Items] | |
Initial conversion rate | 9.2123 |
Approximate conversion price | $ 108.55 |
2023 Convertible Notes | |
Debt Instrument [Line Items] | |
Initial conversion rate | 5.0358 |
Approximate conversion price | $ 198.58 |
Long-Term Debt - Capped Call Tr
Long-Term Debt - Capped Call Transactions (Details) - USD ($) $ in Millions | 1 Months Ended | |
Sep. 30, 2021 | Aug. 31, 2021 | |
2023 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Base Capped Call options | 113,655 | |
Options terminated | 39,859 | |
Options terminated (in shares) | 200,000 | |
Convertible debt repurchased | $ 39.9 | |
Base Capped Call options (in shares) | 600,000 | |
Exchange of 2023 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Capped Call options | 460,000 | |
Base Capped Call options | 400,000 | |
Additional Capped Call Options | 60,000 | |
Options terminated | 306,486 | |
Base Capped Call options, terminated | 246,486 | |
Additional Capped Call options, terminated | 60,000 | |
Options terminated (in shares) | 1,500,000 |
Long-Term Debt - Interest Expen
Long-Term Debt - Interest Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Convertible Debt [Member] | |||
Interest payable, current | $ 8,600 | $ 8,600 | |
Debt Related Commitment Fees and Debt Issuance Costs | 17,100 | ||
Debt issuance costs | 11,300 | 10,300 | |
Cash payments for interest | 11,700 | $ 9,800 | |
2026 Convertible Notes | |||
Debt issuance costs | 1,895 | 2,313 | |
2023 Convertible Notes | |||
Debt issuance costs | $ 473 | $ 816 |
Product Revenue, Net (Narrative
Product Revenue, Net (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Product revenue, net | $ 71,757 | $ 68,178 | $ 130,903 | $ 125,477 |
Product | ||||
Product revenue, net | $ 71,757 | $ 68,178 | $ 130,903 | $ 125,477 |
Product Revenue, Net (Allowance
Product Revenue, Net (Allowance for credit losses) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Allowance for credit losses, Rollforward | |
Balance at the beginning of period | $ 58 |
Provision for credit losses | (7) |
Balance at the end of period | $ 51 |
Research and Development Tax _2
Research and Development Tax Credit (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 28, 2022 | Jun. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
UK tax authority | Foreign tax authority | ||||||
Percentage of credit eligible from tax authority | 33.40% | |||||
Other Nonoperating Income | $ 4.2 | |||||
Research and development expense, decrease | $ 4 | $ 10.7 | $ 4 | $ 10.7 | ||
Research and development expense decrease, foreign currency translation | 0.5 | $ 0.5 | ||||
SME scheme | UK tax authority | Foreign tax authority | ||||||
Percentage of credit eligible from tax authority | 33.40% | |||||
RDEC scheme | ||||||
Research and development expense, decrease | $ 4 | |||||
RDEC scheme | UK tax authority | ||||||
Research and development expense, decrease | $ 3.8 | |||||
RDEC scheme | UK tax authority | Foreign tax authority | ||||||
Percentage of credit eligible from tax authority | 12% |
Stock Compensation (Narrative)
Stock Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Granted - Number of Shares | 467,000 | ||||
Net proceeds from exercise of stock options | $ 18 | $ 18 | |||
Incremental compensation expense | $ 3,400 | ||||
Held-for-sale | |||||
Share based compensation expenses | 3,200 | $ 1,600 | $ 4,400 | $ 3,200 | |
Stock options | |||||
Share-based compensation not yet recognized | 16,000 | $ 16,000 | |||
Share-based compensation not yet recognized, period | 1 year 3 months | ||||
RSUs, RSAs, and PRSUs | |||||
Granted - Weighted Average Fair Value | $ 15.76 | ||||
Share-based compensation not yet recognized, other than options | 24,700 | $ 24,700 | |||
Share-based compensation not yet recognized, period | 1 year 8 months 4 days | ||||
Granted - Shares | 779,000 | ||||
Forfeited | 143,000 | ||||
PRSUs | |||||
Performance period | 3 years | ||||
Share based compensation expenses | $ 200 | $ 500 | |||
Shares granted during period for stock based compensation | 168,600 | ||||
PRSUs | Minimum | |||||
Payout percentage, as percent of target award | 0% | 0% | |||
PRSUs | Maximum | |||||
Payout percentage, as percent of target award | 150% | 150% | |||
Equity Incentive Plan ("2022 Plan") | |||||
Share based payment award, expiration period | 10 years |
Stock Compensation (Schedule of
Stock Compensation (Schedule of Share Based Compensation Stock Options Activities) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stock Compensation | ||
Beginning Outstanding, Number of Shares | 2,252 | |
Granted - Number of Shares | 467 | |
Exercised - Number of Shares | 0 | |
Cancelled/forfeited - Number of Shares | (117) | |
Expired - Number of Shares | (96) | |
Ending Outstanding, Number of Shares | 2,506 | 2,252 |
Expected to vest - Number of shares | 1,389 | |
Exercisable - Number of Shares | 1,117 | |
Beginning Outstanding, Weighted Average Exercise Price | $ 50.28 | |
Granted - Weighted Average Exercise Price | 15.20 | |
Exercised - Weighted Average Exercise Price | 0 | |
Cancelled/forfeited - Weighted Average Exercise Price | 28.14 | |
Expired - Weighted Average Exercise Price | 104.36 | |
Ending Outstanding, Weighted Average Exercise Price | 42.70 | $ 50.28 |
Expected to vest - Weighted Average Exercise Price | 21.95 | |
Exercisable - Weighted Average Exercise Price | $ 68.52 | |
Options Outstanding - Weighted Average Remaining Life | 7 years 3 months 18 days | 7 years 2 months 12 days |
Expected to vest - Weighted Average Remaining Term | 8 years 4 months 24 days | |
Exercisable - Weighted Average Remaining Term | 5 years 10 months 24 days | |
Options Outstanding - Aggregate Intrinsic Value | $ 0 | $ 408 |
Expected to vest - Aggregate Intrinsic Value | 0 | |
Exercisable - Aggregate Intrinsic Value | $ 0 |
Stock Compensation (Schedule _2
Stock Compensation (Schedule of Share Based Compensation Arrangement By Share Based Payment Award Grants in Period Fair Value Assumptions) (Details) - Stock options | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility, minimum | 66.40% | 65.20% |
Volatility, maximum | 67.70% | 67.70% |
Risk-free interest rate, minimum | 1.30% | 0.40% |
Risk-free interest rate, maximum | 2.80% | 0.90% |
Expected dividend yield | 0% | 0% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 6 months | 5 years 6 months |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | 6 years |
Stock Compensation (Schedule _3
Stock Compensation (Schedule of Share-based Compensation, Restricted Stock Units and Award Activity) (Details) - RSUs, RSAs, and PRSUs shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, at beginning period | shares | 968 |
Granted - Shares | shares | 779 |
Vested - Shares | shares | (157) |
Forfeited - Shares | shares | (143) |
Outstanding, at ending period | shares | 1,447 |
Outstanding - Weighted Average Fair Value, at beginning period | $ / shares | $ 39.58 |
Granted - Weighted Average Fair Value | $ / shares | 15.76 |
Vested - Weighted Average Fair Value | $ / shares | 28.72 |
Forfeited - Weighted Average Fair Value | $ / shares | 43.44 |
Outstanding - Weighted Average Fair Value, at ending period | $ / shares | $ 27.55 |
Stock Compensation (Schedule _4
Stock Compensation (Schedule of Stock Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated stock-based compensation | $ 5,381 | $ 6,826 | $ 10,870 | $ 13,693 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated stock-based compensation | 3,980 | 5,678 | 8,074 | 10,518 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated stock-based compensation | 1,401 | 1,148 | 2,796 | 3,175 |
Restructuring | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated stock-based compensation | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share (Schedule of
Net Loss Per Share (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive securities excluded from computation of earnings per share, amount | 29,550 | 8,375 | 29,432 | 8,382 |
Convertible notes | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 25,507 | 4,435 | 25,510 | 4,435 |
Stock options | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,509 | 2,729 | 2,471 | 2,727 |
Restricted stock units (RSUs) | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,534 | 1,211 | 1,451 | 1,220 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Event. - Ex-U.S. commercial operations $ in Millions | Jul. 01, 2022 USD ($) |
Consideration | $ 405 |
Cash consideration received | 366.5 |
Additional consideration receivable under SPA | $ 38.5 |