Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 23, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36014 | |
Entity Registrant Name | AGIOS PHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-0662915 | |
Entity Address, Address Line One | 88 Sidney Street | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | 617 | |
Local Phone Number | 649-8600 | |
Title of 12(b) Security | Common Stock, Par Value $0.001 per share | |
Trading Symbol | AGIO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 58,951,469 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Central Index Key | 0001439222 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 969,124 | $ 127,436 |
Marketable securities | 703,864 | 445,493 |
Other receivable | 8,131 | 0 |
Prepaid expenses and other current assets | 21,443 | 15,889 |
Current assets of discontinued operations | 0 | 47,859 |
Total current assets | 1,702,562 | 636,677 |
Marketable securities | 61,313 | 97,608 |
Operating lease assets | 79,901 | 84,661 |
Property and equipment, net | 27,056 | 30,815 |
Financing lease assets | 871 | 590 |
Other non-current assets | 2,900 | 0 |
Non-current assets of discontinued operations | 0 | 2,601 |
Total assets | 1,874,603 | 852,952 |
Current liabilities: | ||
Accounts payable | 7,654 | 17,724 |
Accrued expenses | 36,054 | 30,801 |
Operating lease liabilities | 8,932 | 7,093 |
Financing lease liabilities | 839 | 317 |
Income tax payable | 7,170 | 0 |
Current liabilities of discontinued operations | 0 | 38,459 |
Total current liabilities | 60,649 | 94,394 |
Operating lease liabilities, net of current portion | 91,971 | 97,458 |
Financing lease liabilities, net of current portion | 167 | 331 |
Non-current liabilities of discontinued operations | 0 | 261,269 |
Total liabilities | 152,787 | 453,452 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 25,000,000 shares authorized; no shares issued or outstanding at June 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.001 par value; 125,000,000 shares authorized; 70,404,782 shares issued and 59,910,814 outstanding at June 30, 2021, and 69,293,920 shares issued and outstanding at December 31, 2020 | 70 | 69 |
Additional paid-in capital | 2,306,304 | 2,242,801 |
Accumulated other comprehensive (loss) income | (144) | 105 |
Accumulated deficit | (55,367) | (1,843,475) |
Treasury stock, at cost (10,493,968 shares at June 30, 2021 and no shares at December 31, 2020) | (529,047) | 0 |
Total stockholders’ equity | 1,721,816 | 399,500 |
Total liabilities and stockholders’ equity | $ 1,874,603 | $ 852,952 |
Common stock, shares outstanding (in shares) | 59,910,814 | 69,293,920 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 70,404,782 | 69,293,920 |
Common stock, shares outstanding (in shares) | 59,910,814 | 69,293,920 |
Treasury shares (in shares) | 10,493,968 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cost and expenses: | ||||
Research and development | $ 62,007 | $ 54,086 | $ 119,674 | $ 109,445 |
Selling, general and administrative | 29,215 | 29,178 | 62,765 | 60,849 |
Total cost and expenses | 91,222 | 83,264 | 182,439 | 170,294 |
Loss from operations | (91,222) | (83,264) | (182,439) | (170,294) |
Gain on sale of oncology business | 2,000 | 0 | 2,000 | 0 |
Interest (expense) income, net | (92) | 1,769 | 248 | 4,705 |
Other income, net | 6,524 | 0 | 6,524 | 0 |
Net loss from continuing operations | (82,790) | (81,495) | (173,667) | (165,589) |
Net income (loss) from discontinued operations, net of tax | (3,427) | (8,983) | 1,961,775 | 34,855 |
Net income (loss) | $ (86,217) | $ (90,478) | $ 1,788,108 | $ (130,734) |
Net loss from continuing operations per share - basic (in usd per share) | $ (1.36) | $ (1.18) | $ (2.66) | $ (2.41) |
Net loss from continuing operations per share - diluted (in usd per share) | (1.36) | (1.18) | (2.66) | (2.41) |
Net income (loss) from discontinued operations per share - basic (in usd per share) | (0.06) | (0.13) | 30.05 | 0.51 |
Net income (loss) from discontinued operations per share - diluted (in usd per share) | (0.06) | (0.13) | 30.05 | 0.51 |
Net income (loss) per share - basic (in usd per share) | (1.41) | (1.31) | 27.39 | (1.90) |
Net income (loss) per share - diluted (in usd per share) | $ (1.41) | $ (1.31) | $ 27.39 | $ (1.90) |
Weighted-average number of common shares used in computing net loss per share from continuing operations, net income (loss) per share from discontinued operations and net income (loss) per share – basic (in shares) | 61,066,977 | 68,958,091 | 65,281,827 | 68,784,109 |
Weighted-average number of common shares used in computing net loss per share from continuing operations, net income (loss) per share from discontinued operations and net income (loss) per share –diluted (in shares) | 61,066,977 | 68,958,091 | 65,281,827 | 68,784,109 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (86,217) | $ (90,478) | $ 1,788,108 | $ (130,734) |
Other comprehensive (loss) income | ||||
Unrealized (loss) gain on available-for-sale securities | (141) | 1,562 | (249) | 1,434 |
Comprehensive income (loss) | $ (86,358) | $ (88,916) | $ 1,787,859 | $ (129,300) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2019 | 68,401,105 | |||||
Beginning balance at Dec. 31, 2019 | $ 640,528 | $ 68 | $ 2,156,363 | $ 202 | $ (1,516,105) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued under stock incentive plan and ESPP (in shares) | 388,820 | |||||
Common stock issued under stock incentive plan and ESPP | 5,465 | $ 1 | 5,464 | |||
Stock-based compensation expense | 15,670 | 15,670 | ||||
Other comprehensive income (loss) | (128) | (128) | ||||
Net income (loss) | (40,256) | (40,256) | ||||
Disposition of oncology business | 4,020 | 4,020 | ||||
Ending balance (in shares) at Mar. 31, 2020 | 68,789,925 | |||||
Ending balance at Mar. 31, 2020 | 625,299 | $ 69 | 2,181,517 | 74 | (1,556,361) | |
Beginning balance (in shares) at Dec. 31, 2019 | 68,401,105 | |||||
Beginning balance at Dec. 31, 2019 | 640,528 | $ 68 | 2,156,363 | 202 | (1,516,105) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (130,734) | |||||
Ending balance (in shares) at Jun. 30, 2020 | 69,058,696 | |||||
Ending balance at Jun. 30, 2020 | 558,465 | $ 69 | 2,203,599 | 1,636 | (1,646,839) | |
Beginning balance (in shares) at Mar. 31, 2020 | 68,789,925 | |||||
Beginning balance at Mar. 31, 2020 | 625,299 | $ 69 | 2,181,517 | 74 | (1,556,361) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued under stock incentive plan and ESPP (in shares) | 268,771 | |||||
Common stock issued under stock incentive plan and ESPP | 1,652 | 1,652 | ||||
Stock-based compensation expense | 17,614 | 17,614 | ||||
Other comprehensive income (loss) | 1,562 | 1,562 | ||||
Net income (loss) | (90,478) | (90,478) | ||||
Disposition of oncology business | 2,816 | 2,816 | ||||
Ending balance (in shares) at Jun. 30, 2020 | 69,058,696 | |||||
Ending balance at Jun. 30, 2020 | 558,465 | $ 69 | 2,203,599 | 1,636 | (1,646,839) | |
Beginning balance (in shares) at Dec. 31, 2020 | 69,293,920 | |||||
Beginning balance at Dec. 31, 2020 | 399,500 | $ 69 | 2,242,801 | 105 | (1,843,475) | $ 0 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued under stock incentive plan and ESPP (in shares) | 518,285 | |||||
Common stock issued under stock incentive plan and ESPP | 7,347 | $ 1 | 7,346 | |||
Stock-based compensation expense | 14,854 | 14,854 | ||||
Other comprehensive income (loss) | (108) | (108) | ||||
Net income (loss) | 1,874,325 | 1,874,325 | ||||
Disposition of oncology business | 712 | 712 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 69,812,205 | |||||
Ending balance at Mar. 31, 2021 | 2,296,630 | $ 70 | 2,265,713 | (3) | 30,850 | $ 0 |
Ending balance (in shares) at Mar. 31, 2021 | 0 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 69,293,920 | |||||
Beginning balance at Dec. 31, 2020 | $ 399,500 | $ 69 | 2,242,801 | 105 | (1,843,475) | $ 0 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued under stock incentive plan and ESPP (in shares) | 677,154 | |||||
Net income (loss) | $ 1,788,108 | |||||
Ending balance (in shares) at Jun. 30, 2021 | 70,404,782 | |||||
Ending balance at Jun. 30, 2021 | 1,721,816 | $ 70 | 2,306,304 | (144) | (55,367) | $ (529,047) |
Ending balance (in shares) at Jun. 30, 2021 | (10,493,968) | |||||
Beginning balance (in shares) at Mar. 31, 2021 | 69,812,205 | |||||
Beginning balance at Mar. 31, 2021 | 2,296,630 | $ 70 | 2,265,713 | (3) | 30,850 | $ 0 |
Beginning balance (in shares) at Mar. 31, 2021 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued under stock incentive plan and ESPP (in shares) | 592,577 | |||||
Common stock issued under stock incentive plan and ESPP | 25,673 | 25,673 | ||||
Stock-based compensation expense | 14,885 | 14,885 | ||||
Repurchase of common stock (in shares) | (10,493,968) | |||||
Repurchase of common stock | (529,047) | $ (529,047) | ||||
Other comprehensive income (loss) | (141) | (141) | ||||
Net income (loss) | (86,217) | (86,217) | ||||
Disposition of oncology business | 33 | 33 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 70,404,782 | |||||
Ending balance at Jun. 30, 2021 | $ 1,721,816 | $ 70 | $ 2,306,304 | $ (144) | $ (55,367) | $ (529,047) |
Ending balance (in shares) at Jun. 30, 2021 | (10,493,968) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net income (loss) | $ 1,788,108 | $ (130,734) |
Less: Net Income from discontinued operations | 1,961,775 | 34,855 |
Net loss from continuing operations | (173,667) | (165,589) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||
Depreciation and amortization | 4,829 | 4,887 |
Stock-based compensation expense | 29,739 | 33,284 |
Net amortization of premium (accretion of discount) on marketable securities | 3,422 | 473 |
Loss on disposal of property and equipment | 12 | 0 |
Non-cash operating lease expense | 4,760 | 4,435 |
Changes in operating assets and liabilities: | ||
Other receivables | (8,131) | 0 |
Prepaid expenses and other current and non-current assets | (8,454) | 1,295 |
Accounts payable | (5,561) | (2,562) |
Accrued expenses and other current liabilities | (2,547) | (8,265) |
Operating lease liabilities | (3,631) | (4,149) |
Net cash used in operating activities - continuing operations | (159,229) | (136,191) |
Net cash used in operating activities - discontinued operations | (78,814) | (36,964) |
Net cash used in operating activities | (238,043) | (173,155) |
Investing activities | ||
Purchases of marketable securities | (498,896) | (189,601) |
Proceeds from maturities and sales of marketable securities | 273,149 | 328,883 |
Purchases of property and equipment | (1,261) | (8,340) |
Net cash (used in) provided by investing activities - continuing operations | (227,008) | 130,942 |
Net cash provided by (used in) investing activities - discontinued operations | 1,802,936 | (348) |
Net cash provided by investing activities | 1,575,928 | 130,594 |
Financing activities | ||
Payments on financing lease obligations | (170) | (166) |
Purchase of treasury stock | (529,047) | 0 |
Net proceeds from stock option exercises and employee stock purchase plan | 33,020 | 7,117 |
Net cash (used in) provided by financing activities - continuing operations | (496,197) | 6,951 |
Net cash provided by financing activities - discontinued operations | 0 | 250,537 |
Net cash (used in) provided by financing activities | (496,197) | 257,488 |
Net change in cash and cash equivalents | 841,688 | 214,927 |
Cash and cash equivalents at beginning of the period | 127,436 | 80,931 |
Cash and cash equivalents at end of the period | 969,124 | 295,858 |
Supplemental disclosure of non-cash investing and financing transactions | ||
Additions to property and equipment in accounts payable and accrued expenses | 56 | 3,621 |
Operating lease liabilities arising from obtaining operating lease assets | 0 | 0 |
Financing lease liabilities arising from obtaining financing lease assets | $ 511 | $ 0 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | Overview and Basis of Presentation References to Agios Throughout this Quarterly Report on Form 10-Q, “we,” “us,” and “our,” and similar expressions, except where the context requires otherwise, refer to Agios Pharmaceuticals, Inc. and its consolidated subsidiaries, and “our Board of Directors” refers to the board of directors of Agios Pharmaceuticals, Inc. Overview We are a biopharmaceutical company committed to transforming patients’ lives through scientific leadership in the field of cellular metabolism and adjacent areas of biology, with the goal of creating differentiated, small molecule medicines for genetically defined diseases, or GDDs. To address our focus areas, we take a systems biology approach to deeply understand disease states, drive the discovery and validation of novel therapeutic targets, and define patient selection strategies, thereby increasing the probability that our experimental medicines will have the desired therapeutic effect. We are located in Cambridge, Massachusetts. Sale of our Oncology Business to Servier On March 31, 2021, we completed the sale of our oncology business to Servier Pharmaceuticals LLC, or Servier. The transaction included the sale of our oncology business, including TIBSOVO®, our clinical-stage product candidates vorasidenib, AG-270 and AG-636, and our oncology research programs for a payment of approximately $1.8 billion in cash at the closing, subject to certain adjustments, and a payment of $200 million in cash, if, prior to January 1, 2027, vorasidenib is granted new drug application, or NDA, approval from the U.S. Food and Drug Administration, or FDA, with an approved label that permits vorasidenib’s use as a single agent for the adjuvant treatment of patients with Grade 2 glioma that have an isocitrate dehydrogenase 1 or 2 mutation (and, to the extent required by such approval, the vorasidenib companion diagnostic test is granted an FDA premarket approval), as well as a royalty of 5% of U.S. net sales of TIBSOVO® from the close of the transaction through loss of exclusivity, and a royalty of 15% of U.S. net sales of vorasidenib from the first commercial sale of vorasidenib through loss of exclusivity. Servier also acquired our co-commercialization rights for Bristol Myers Squibb’s IDHIFA® and the right to receive a $25.0 million potential milestone payment under our prior collaboration agreement with Celgene Corporation, and following the sale Servier will conduct certain clinical development activities within the IDHIFA® development program. We recorded income from royalties of approximately $2.0 million on U.S. net sales of TIBSOVO® by Servier in the gain on sale of oncology business line item within the condensed consolidated statements of operation s , for the three and six months ended June 30, 2021. We also recorded approximately $3.5 million of cash receipts from customers owed to Servier within the prepaid expenses and other current assets line item within the condensed consolidated balance sheet as of June 30, 2021. Basis of presentation The condensed consolidated balance sheet as of June 30, 2021, the condensed consolidated statements of operations, comprehensive income (loss) and stockholders' equity for the three and six months ended June 30, 2021 and 2020, and the condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 are unaudited. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of our management, reflect all adjustments, which include only normal recurring adjustments, necessary to fairly state our financial position as of June 30, 2021, our results of operations and stockholders' equity for the three and six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020. The financial data and the other financial information disclosed in these notes to the condensed consolidated financial statements related to the three and six-month periods are also unaudited. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period. The condensed consolidated balance sheet data as of December 31, 2020 was derived from our audited financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles, or U.S. GAAP. The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 that was filed with the Securities and Exchange Commission, or the SEC, on February 25, 2021. In late March 2021, our oncology business met all the conditions to be classified as held for sale and, because we consider the disposal of the oncology business to be a strategic shift that had a major effect on our operations and financial results, represented a discontinued operation. All assets and liabilities associated with our oncology business were therefore classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets for the periods presented. Further, all historical operating results for our oncology business are reflected within discontinued operations in the condensed consolidated statements of operations for all periods presented. For additional information, see Note 3, Discontinued Operations. Our condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. Reclassifications Certain amounts in prior periods have been reclassified to reflect the impact of the discontinued operations treatment of the oncology business in order to conform to the current period presentation. Use of estimates The preparation of our condensed consolidated financial statements requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, judgments and methodologies. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including expenses, reserves and allowances, clinical trials, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and any variant strains of the virus and the actions taken to contain the pandemic or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. We have made estimates of the impact of COVID-19 within our financial statements and there may be changes to those estimates in future periods. Actual results may differ from these estimates. Liquidity On March 31, 2021 we completed the sale of our oncology business to Servier, and received approximately $1.8 billion in cash at closing. In connection with the sale, on March 25, 2021, we announced that our board of directors authorized the repurchase of up to $1.2 billion of our outstanding shares of common stock, or the Repurchase Program, using the proceeds from the sale of our oncology business to Servier. On March 31, 2021, in connection with the Repurchase Program, we entered into a definitive share repurchase agreement with Bristol-Myers Squibb Company, or BMS, to repurchase 7,121,658 shares of our common stock held by certain subsidiaries of BMS for an aggregate purchase price of $344.5 million, or $48.3785 per share. This repurchase was completed on April 5, 2021. Further, on April 2, 2021, in connection with the Repurchase Program, we entered into a Rule 10b5-1 repurchase plan pursuant to which we may repurchase up to $600 million of shares of our common stock. As of June 30, 2021, we have repurchased approximately 3.4 million shares for $184.5 million, or $54.71 per share, under the plan with approximately $415.5 million remaining under the plan for additional repurchases. In total, as of June 30, 2021, we have repurchased 10.5 million common shares for $529.0 million under the Repurchase Program. As of June 30, 2021, we had cash, cash equivalents and marketable securities of $1.7 billion. Although we have incurred recurring losses and expect to continue to incur losses for the foreseeable future, we expect our cash, cash equivalents and marketable securities will be sufficient to fund current operations for at least the next twelve months from the issuance date of these financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Discontinued Operations We accounted for the sale of our oncology business in accordance with Accounting Standards Codification, ASC, 205 Discontinued Operations and Accounting Standards Update, ASU, No. 2014-08, Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity . We followed the held-for-sale criteria as defined in ASC 306 and ASC 205. ASC 205 requires that a component of an entity that has been disposed of or is classified as held for sale and has operations and cash flows that can be clearly distinguished from the rest of the entity be reported as assets held for sale and discontinued operations. In the period a component of an entity has been disposed of or classified as held for sale, the results of operations for the periods presented are reclassified into separate line items in the unaudited condensed consolidated statements of operations. Assets and liabilities are also reclassified into separate line items on the related condensed consolidated balance sheets for the periods presented. The statements of cash flows for the periods presented are also reclassified to reflect the results of discontinued operations as separate line items. ASU 2014-08 requires that only a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s operations and financial results be reported in the financial statements as discontinued operations. ASU 2014-08 also provides guidance on the financial statement presentations and disclosures of discontinued operations. Due to the sale of the oncology business during the first quarter of 2021, see Note 3, Discontinued Operations , in accordance with ASC 205, Discontinued Operations , we have classified the results of the oncology business as discontinued operations in our unaudited condensed consolidated statements of operations and cash flows for all periods presented. All assets and liabilities associated with our oncology business were therefore classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets for the periods presented. All amounts included in the notes to the unaudited condensed consolidated financial statements relate to continuing operations unless otherwise noted. Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. There have been no other material changes to the significant accounting policies previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020. Recent accounting pronouncements Other accounting standards that have been issued by the Financial Accounting Standards Board or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On March 31, 2021, we completed the sale of our oncology business to Servier. We have determined the sale of the oncology business represents a strategic shift that had a major effect on our business and therefore met the criteria for classification as discontinued operations at March 31, 2021. Accordingly, the oncology business is reported as discontinued operations in accordance with ASC 205-20, Discontinued Operations . The related assets and liabilities of the oncology business are classified as assets and liabilities of discontinued operations in the condensed consolidated balance sheets and the results of operations from the oncology business as discontinued operations in the condensed consolidated statements of operations. Applicable amounts in prior years have been recast to conform to this discontinued operations presentation. We recognized a gain on the sale of the oncology business upon closing. The following table presents the assets and liabilities of the discontinued operations as of December 31, 2020: (in thousands) December 31, 2020 Assets Current assets: Accounts receivable, net $ 21,328 Collaboration receivable – related party 2,123 Collaboration receivable – other 1,948 Inventory 14,698 Prepaid expenses and other current assets 7,762 Total current assets of discontinued operations 47,859 Other non-current assets 2,601 Total assets of discontinued operations $ 50,460 Liabilities Current liabilities: Accounts payable $ 9,120 Accrued expenses 29,339 Total current liabilities of discontinued operations 38,459 Liability related to the sale of future revenue, net of debt issuance costs 261,269 Total liabilities of discontinued operations $ 299,728 The following table presents the net liabilities transferred for the sale oncology business for the quarter ended March 31, 2021: (in thousands) March 31, 2021 Assets Current assets: Accounts receivable, net $ 25,386 Collaboration receivable – related party 2,253 Collaboration receivable – other 2,438 Inventory 16,190 Prepaid expenses and other current assets 7,125 Total current assets of discontinued operations 53,392 Other non-current assets 2,234 Total assets of discontinued operations $ 55,626 Liabilities Current liabilities: Accounts payable $ 4,245 Accrued expenses 30,288 Total current liabilities of discontinued operations 34,533 Liability related to the sale of future revenue, net of debt issuance costs 264,281 Total liabilities of discontinued operations 298,814 Net liabilities distributed to Servier $ (243,188) The following table presents the gain on the sale for the quarter ended March 31, 2021: (in thousands) March 31, 2021 Cash proceeds $ 1,802,936 Less: transaction and insurance costs (53,573) Less: net liabilities distributed (243,188) Gain on sale, pre-tax 1,992,551 Income tax (12,867) Gain on sale, net of tax $ 1,979,684 As of June 30, 2021, there were no assets or liabilities classified as discontinued operations. The following table presents the financial results of the discontinued operations: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Revenues: Product revenue, net $ — $ 27,581 $ 36,909 $ 50,255 Collaboration revenue – related party — 5,735 1,350 65,832 Collaboration revenue – other — 692 491 1,685 Royalty revenue – related party — 3,339 2,659 6,673 Total revenue — 37,347 41,409 124,445 Cost and expenses: Cost of sales — 675 706 1,208 Research and development 207 36,831 41,564 72,728 Selling, general and administrative 420 6,773 8,551 13,603 Total cost and expenses 627 44,279 50,821 87,539 (Loss) income from discontinued operations (627) (6,932) (9,412) 36,906 Non-cash interest expense for the sale of future revenue — (2,051) (5,697) (2,051) Gain on the sale of the oncology business (2,800) — 1,989,751 — Income from discontinued operations, pre-tax (3,427) (8,983) 1,974,642 34,855 Income tax expense — — (12,867) — Net income from discontinued operations $ (3,427) $ (8,983) $ 1,961,775 $ 34,855 In accordance with ASC 205-20, only expenses specifically identifiable and related to a business to be disposed may be presented in discontinued operations. As such, the research and development, marketing, selling and general and administrative expenses in discontinued operations include corporate costs incurred directly to solely support our oncology business. We have also entered into a Transition Services Agreement with Servier, through which we will provide transitional services related to discovery, clinical development, technical operations, commercial and general and administrative related activities for periods ranging from one month to approximately one year after March 31, 2021. The milestone payment for approval of vorasidenib and royalty payments related to vorasidenib and TIBSOVO® represent contingent consideration. Contingent consideration has been accounted for as a gain contingency in accordance with ASC 450, Contingencies , and will be recognized in earnings in the period when realizable. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We record cash equivalents and marketable securities at fair value. ASC 820, Fair Value Measurements and Disclosures , establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Unobservable inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of June 30, 2021: (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 834,786 $ 70,898 $ — $ 905,684 Total cash equivalents 834,786 70,898 — 905,684 Marketable securities: U.S. Treasuries — 85,251 — 85,251 Government securities — 101,976 — 101,976 Corporate debt securities — 577,950 — 577,950 Total marketable securities — 765,177 — 765,177 Total cash equivalents and marketable securities $ 834,786 $ 836,075 $ — $ 1,670,861 Cash equivalents and marketable securities have been initially valued at the transaction price and subsequently, at the end of each reporting period, valued utilizing third-party pricing services or other observable market data. The pricing services utilize industry standard valuation models, including both income and market-based approaches, and observable market inputs to determine value. After completing our validation procedures, we did not adjust or override any fair value measurements provided by the pricing services as of June 30, 2021. There have been no changes to the valuation methods during the six months ended June 30, 2021. We have no financial assets or liabilities that were classified as Level 3 at any point during the six months ended June 30, 2021. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities Our marketable securities are classified as available-for-sale pursuant to ASC 320, Investments – Debt and Equity Securities , and are recorded at fair value. Unrealized gains are included as a component of accumulated other comprehensive (loss) income in the condensed consolidated balance sheets and statements of stockholders’ equity and a component of total comprehensive loss in the condensed consolidated statements of comprehensive (loss) income, until realized. Unrealized losses are evaluated for impairment under ASC 326, Financial Instruments - Credit Losses , to determine if the impairment is credit-related or noncredit-related. Credit-related impairment is recognized as an allowance on the balance sheet with a corresponding adjustment to earnings, and noncredit-related impairment is recognized in other comprehensive income, net of taxes. Realized gains and losses are included in investment income on a specific-identification basis. There were no material realized gains or losses on marketable securities for the three and six months ended June 30, 2021 or 2020. Marketable securities at June 30, 2021 consisted of the following: (In thousands) Amortized Unrealized Unrealized Fair Current: U.S. Treasuries $ 85,256 $ 2 $ (7) $ 85,251 Government securities 76,980 16 — 76,996 Corporate debt securities 541,713 11 (107) 541,617 Total Current 703,949 29 (114) 703,864 Non-current: Government securities 25,000 — (20) 24,980 Corporate debt securities 36,372 — (39) 36,333 Total Non-current 61,372 — (59) 61,313 Total marketable securities $ 765,321 $ 29 $ (173) $ 765,177 Marketable securities at December 31, 2020 consisted of the following: (In thousands) Amortized Unrealized Unrealized Fair Current: U.S. Treasuries $ 113,559 $ 134 $ (21) $ 113,672 Government securities 108,263 37 (8) 108,292 Corporate debt securities 223,461 140 (72) 223,529 Total Current 445,283 311 (101) 445,493 Non-current: U.S. Treasuries 15,147 — (10) 15,137 Government securities 26,831 8 — 26,839 Corporate debt securities 55,735 2 (105) 55,632 Total Non-current 97,713 10 (115) 97,608 Total marketable securities $ 542,996 $ 321 $ (216) $ 543,101 As of June 30, 2021 and December 31, 2020, we held both current and non-current investments. Investments classified as current have maturities of less than one year. Investments classified as non-current are those that: (i) have a maturity of greater than one year, and (ii) we do not intend to liquidate within the next twelve months, although these funds are available for use and, therefore, are classified as available-for-sale. As of June 30, 2021 and December 31, 2020, we held 113 and 87 debt securities, respectively, that were in an unrealized loss position for less than one year. We did not record an allowance for credit losses as of June 30, 2021 and December 31, 2020 related to these securities. The aggregate fair value of debt securities in an unrealized loss position at June 30, 2021 and December 31, 2020 was $559.3 million and $299.0 million, respectively. There were no individual securities that were in a significant unrealized loss position as of June 30, 2021 and December 31, 2020. We regularly review the securities in an unrealized loss position and evaluate the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. We do not consider these marketable securities to be impaired as of June 30, 2021 and December 31, 2020. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | LeasesOur building leases are comprised of office and laboratory space under non-cancelable operating leases. These lease agreements have remaining lease terms of seven years and contain various clauses for renewal at our option. The renewal options were not included in the calculation of the operating lease assets and the operating lease liabilities as the renewal options are not reasonably certain of being exercised. The lease agreements do not contain residual value guarantees. The components of lease expense and other information related to leases were as follows: Three Months Ended Six Months Ended (In millions) 2021 2020 2021 2020 Operating lease costs $ 3.8 $ 3.8 $ 7.6 $ 7.6 Cash paid for amounts included in the measurement of operating lease liabilities $ 3.6 $ 3.5 $ 7.2 $ 7.4 We have not entered into any material short-term leases or financing leases as of June 30, 2021. As of June 30, 2021, undiscounted minimum rental commitments under non-cancelable leases, for each of the next five years and total thereafter were as follows: (In thousands) Remaining 2021 $ 6,039 2022 16,773 2023 18,126 2024 18,660 2025 19,507 Thereafter 44,385 Undiscounted minimum rental commitments $ 123,490 Interest (22,587) Operating lease liabilities $ 100,903 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following: (In thousands) June 30, December 31, Accrued compensation $ 10,559 $ 20,345 Accrued research and development costs 7,627 5,444 Accrued professional fees 3,075 2,897 Accrued other 14,793 2,115 Total accrued expenses $ 36,054 $ 30,801 |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Payments | Share-Based Payments 2013 Stock Incentive Plan In June 2013, our Board of Directors adopted and, in July 2013 our stockholders approved, the 2013 Stock Incentive Plan, or the 2013 Plan. The 2013 Plan became effective upon the closing of our initial public offering and provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, or RSUs, performance-based share units, or PSUs, and other stock-based awards to employees, non-employees and non-employee directors. Following the adoption of the 2013 Plan, we granted no further stock options or other awards under the 2007 Stock Incentive Plan, or the 2007 Plan. Any options or awards outstanding under the 2007 Plan at the time of adoption of the 2013 Plan remain outstanding and effective. As of June 30, 2021, the total number of shares reserved under the 2007 Plan and the 2013 Plan was 11,532,771, and we had 4,814,051 shares available for future issuance under the 2013 Plan. Stock options The following table presents stock option activity for the six months ended June 30, 2021: Number of Weighted-Average Exercise Price Outstanding at December 31, 2020 6,143,046 $ 58.46 Granted 999,488 56.17 Exercised (677,154) 45.79 Forfeited/Expired (1,213,538) 61.89 Outstanding at June 30, 2021 5,251,842 $ 58.87 Exercisable at June 30, 2021 3,412,161 $ 61.00 Vested and expected to vest at June 30, 2021 5,251,842 $ 58.87 At June 30, 2021, there was approximately $58.8 million of total unrecognized compensation expense related to unvested stock option awards, which we expect to recognize over a weighted-average period of approximately 2.6 years. Restricted stock units The following table presents RSU activity for the six months ended June 30, 2021: Number of Weighted-Average Grant Date Fair Value Unvested shares at December 31, 2020 1,284,378 $ 50.78 Granted 785,094 56.02 Vested (374,307) 57.74 Forfeited (510,152) 51.84 Unvested shares at June 30, 2021 1,185,013 $ 51.60 As of June 30, 2021, there was approximately $47.2 million of total unrecognized compensation expense related to RSUs, which we expect to recognize over a weighted-average period of approximately 2.1 years. Performance-based stock units The following table presents PSU activity for the six months ended June 30, 2021: Number of Weighted-Average Grant Date Fair Value Unvested shares at December 31, 2020 142,229 $ 54.28 Granted 121,000 56.68 Vested — — Forfeited (24,059) 49.49 Unvested shares at June 30, 2021 239,170 $ 55.98 Stock-based compensation expense associated with these PSUs is recognized if the underlying performance condition is considered probable of achievement using our management’s best estimates. As of June 30, 2021, there was no unrecognized compensation expense related to PSUs with performance-based vesting criteria that are considered probable of achievement, and $13.4 million of total unrecognized compensation expense related to PSUs with performance-based vesting criteria that are considered not probable of achievement. Market-based stock units The following table presents market-based stock unit, or MSU, activity for the six months ended June 30, 2021: Number of Weighted-Average Unvested shares at December 31, 2020 42,695 $ 41.50 Granted — — Unvested shares at June 30, 2021 42,695 $ 41.50 The fair value of MSUs are estimated using a Monte Carlo simulation model. Assumptions and estimates utilized in the model include the risk-free interest rate, dividend yield, expected stock volatility and the estimated period to achievement of the market condition. As of June 30, 2021, there was no remaining unrecognized compensation expense related to MSUs. 2013 Employee Stock Purchase Plan In June 2013, our Board of Directors adopted, and in July 2013 our stockholders approved, the 2013 Employee Stock Purchase Plan, or the 2013 ESPP. We issued and sold 59,401 and 62,694 shares of common stock during the six months ended June 30, 2021 and 2020, respectively, under the 2013 ESPP. The 2013 ESPP provides participating employees with the opportunity to purchase up to an aggregate of 1,345,454 shares of our common stock. As of June 30, 2021, we had 921,043 shares of common stock available for future issuance under the 2013 ESPP. Stock-based compensation expense Stock-based compensation expense by award type included within the condensed consolidated statements of operations is as follows: Three Months Ended Six Months Ended (In thousands) 2021 2020 2021 2020 Stock options $ 8,789 $ 10,143 $ 17,185 $ 19,452 Restricted stock units 5,784 6,377 11,989 10,836 Performance-based stock units — 425 — 1,760 Employee stock purchase plan 312 399 565 696 Other stock awards — 270 — 540 Total stock-based compensation expense $ 14,885 $ 17,614 $ 29,739 $ 33,284 Expenses related to stock options and stock-based awards were allocated as follows in the condensed consolidated statements of operations: Three Months Ended Six Months Ended (In thousands) 2021 2020 2021 2020 Research and development expense $ 6,422 $ 7,594 $ 13,395 $ 14,593 Selling, general and administrative expense 8,463 10,020 16,344 18,691 Total stock-based compensation expense $ 14,885 $ 17,614 $ 29,739 $ 33,284 |
Loss per Share
Loss per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss per Share | Loss per ShareBasic net loss per share is calculated by dividing net loss by the weighted-average shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury stock method. For purposes of the dilutive net loss per share calculation, stock options, RSUs, PSUs and MSUs for which the performance and market vesting conditions, respectively, have been deemed probable, and 2013 ESPP shares are considered to be common stock equivalents, while PSUs and MSUs with performance and market vesting conditions, respectively, that were not deemed probable as of June 30, 2021 are not considered to be common stock equivalents. We utilize the control number concept in the computation of diluted earnings per share to determine whether potential common stock equivalents are dilutive. The control number used is loss from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories. Since we had a net loss for continuing operations for all periods presented, no dilutive effect has been recognized in the calculation of income from discontinued operations per share. Basic and diluted net loss per share was the same for all periods presented. The following common stock equivalents were excluded from the calculation of diluted net loss per share applicable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three and Six Months Ended June 30, 2021 2020 Stock options 5,251,842 6,749,373 Restricted stock units 1,185,013 1,290,875 Performance-based stock units — 78,920 Employee stock purchase plan shares 29,422 13,430 Total common stock equivalents 6,466,277 8,132,598 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesNo income tax provision was recorded for the three months ended June 30, 2021. We recorded a provision for income taxes of $12.9 million for the six months ended June 30, 2021. No income tax provision was recorded for the three and six months ended June 30, 2020. The tax provision has been recorded within discontinued operations as it relates to the income tax impact on the sale of its oncology business to Servier. There is no income tax expense recorded in continuing operations for the three and six months ended June 30, 2021 and 2020, respectively. Cash taxes paid were $6.2 million for the six months ended June 30, 2021. No cash taxes were paid during the six months ended June 30, 2020. |
Share Repurchase Program
Share Repurchase Program | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Share Repurchase Program | Share Repurchase Program On March 25, 2021, we announced that our board of directors authorized the Repurchase Program for the repurchase of up to $1.2 billion of our outstanding shares of common stock. On March 31, 2021, in connection with the Repurchase Program, we entered into a definitive share repurchase agreement with BMS to repurchase 7,121,658 shares of our common stock held by certain subsidiaries of BMS for an aggregate purchase price of $344.5 million, or $48.3785 per share. This repurchase was completed on April 5, 2021. Further, on April 2, 2021, in connection with the Repurchase Program, we entered into a Rule 10b5-1 repurchase plan to which we may repurchase up to $600 million of shares of our common stock. As of June 30, 2021, we have repurchased approximately 3.4 million shares of common stock for $184.5 million, or $54.71 per share, under the plan with approximately $415.5 million remaining under the plan for additional repurchases. In total, as of June 30, 2021, we have repurchased 10.5 million common shares for $529.0 million under the Repurchase Program. Repurchased shares are held as treasury stock until they are retired or re-issued. Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Repurchases of our common stock are accounted for as of the settlement date. There were no retirements or re-issuances of treasury stock during the three months ended June 30, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The condensed consolidated balance sheet as of June 30, 2021, the condensed consolidated statements of operations, comprehensive income (loss) and stockholders' equity for the three and six months ended June 30, 2021 and 2020, and the condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 are unaudited. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of our management, reflect all adjustments, which include only normal recurring adjustments, necessary to fairly state our financial position as of June 30, 2021, our results of operations and stockholders' equity for the three and six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020. The financial data and the other financial information disclosed in these notes to the condensed consolidated financial statements related to the three and six-month periods are also unaudited. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period. The condensed consolidated balance sheet data as of December 31, 2020 was derived from our audited financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles, or U.S. GAAP. The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 that was filed with the Securities and Exchange Commission, or the SEC, on February 25, 2021. In late March 2021, our oncology business met all the conditions to be classified as held for sale and, because we consider the disposal of the oncology business to be a strategic shift that had a major effect on our operations and financial results, represented a discontinued operation. All assets and liabilities associated with our oncology business were therefore classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets for the periods presented. Further, all historical operating results for our oncology business are reflected within discontinued operations in the condensed consolidated statements of operations for all periods presented. For additional information, see Note 3, Discontinued Operations. Our condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to reflect the impact of the discontinued operations treatment of the oncology business in order to conform to the current period presentation. |
Use of Estimates | Use of estimates The preparation of our condensed consolidated financial statements requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, judgments and methodologies. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including expenses, reserves and allowances, clinical trials, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and any variant strains of the virus and the actions taken to contain the pandemic or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. We have made estimates of the impact of COVID-19 within our financial statements and there may be changes to those estimates in future periods. Actual results may differ from these estimates. |
Discontinued Operations | Discontinued Operations We accounted for the sale of our oncology business in accordance with Accounting Standards Codification, ASC, 205 Discontinued Operations and Accounting Standards Update, ASU, No. 2014-08, Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity . We followed the held-for-sale criteria as defined in ASC 306 and ASC 205. ASC 205 requires that a component of an entity that has been disposed of or is classified as held for sale and has operations and cash flows that can be clearly distinguished from the rest of the entity be reported as assets held for sale and discontinued operations. In the period a component of an entity has been disposed of or classified as held for sale, the results of operations for the periods presented are reclassified into separate line items in the unaudited condensed consolidated statements of operations. Assets and liabilities are also reclassified into separate line items on the related condensed consolidated balance sheets for the periods presented. The statements of cash flows for the periods presented are also reclassified to reflect the results of discontinued operations as separate line items. ASU 2014-08 requires that only a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s operations and financial results be reported in the financial statements as discontinued operations. ASU 2014-08 also provides guidance on the financial statement presentations and disclosures of discontinued operations. Due to the sale of the oncology business during the first quarter of 2021, see Note 3, Discontinued Operations , in accordance with ASC 205, Discontinued Operations , we have classified the results of the oncology business as discontinued operations in our unaudited condensed consolidated statements of operations and cash flows for all periods presented. All assets and liabilities associated with our oncology business were therefore classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets for the periods presented. All amounts included in the notes to the unaudited condensed consolidated financial statements relate to continuing operations unless otherwise noted. |
Treasury Stock | Treasury StockTreasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. |
Recent Accounting Pronouncements | Recent accounting pronouncements Other accounting standards that have been issued by the Financial Accounting Standards Board or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. |
Fair Value Measurements | We record cash equivalents and marketable securities at fair value. ASC 820, Fair Value Measurements and Disclosures , establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Unobservable inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. |
Marketable Securities | Our marketable securities are classified as available-for-sale pursuant to ASC 320, Investments – Debt and Equity Securities , and are recorded at fair value. Unrealized gains are included as a component of accumulated other comprehensive (loss) income in the condensed consolidated balance sheets and statements of stockholders’ equity and a component of total comprehensive loss in the condensed consolidated statements of comprehensive (loss) income, until realized. Unrealized losses are evaluated for impairment under ASC 326, Financial Instruments - Credit Losses |
Loss per Share | Basic net loss per share is calculated by dividing net loss by the weighted-average shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury stock method. For purposes of the dilutive net loss per share calculation, stock options, RSUs, PSUs and MSUs for which the performance and market vesting conditions, respectively, have been deemed probable, and 2013 ESPP shares are considered to be common stock equivalents, while PSUs and MSUs with performance and market vesting conditions, respectively, that were not deemed probable as of June 30, 2021 are not considered to be common stock equivalents. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table presents the assets and liabilities of the discontinued operations as of December 31, 2020: (in thousands) December 31, 2020 Assets Current assets: Accounts receivable, net $ 21,328 Collaboration receivable – related party 2,123 Collaboration receivable – other 1,948 Inventory 14,698 Prepaid expenses and other current assets 7,762 Total current assets of discontinued operations 47,859 Other non-current assets 2,601 Total assets of discontinued operations $ 50,460 Liabilities Current liabilities: Accounts payable $ 9,120 Accrued expenses 29,339 Total current liabilities of discontinued operations 38,459 Liability related to the sale of future revenue, net of debt issuance costs 261,269 Total liabilities of discontinued operations $ 299,728 The following table presents the net liabilities transferred for the sale oncology business for the quarter ended March 31, 2021: (in thousands) March 31, 2021 Assets Current assets: Accounts receivable, net $ 25,386 Collaboration receivable – related party 2,253 Collaboration receivable – other 2,438 Inventory 16,190 Prepaid expenses and other current assets 7,125 Total current assets of discontinued operations 53,392 Other non-current assets 2,234 Total assets of discontinued operations $ 55,626 Liabilities Current liabilities: Accounts payable $ 4,245 Accrued expenses 30,288 Total current liabilities of discontinued operations 34,533 Liability related to the sale of future revenue, net of debt issuance costs 264,281 Total liabilities of discontinued operations 298,814 Net liabilities distributed to Servier $ (243,188) The following table presents the gain on the sale for the quarter ended March 31, 2021: (in thousands) March 31, 2021 Cash proceeds $ 1,802,936 Less: transaction and insurance costs (53,573) Less: net liabilities distributed (243,188) Gain on sale, pre-tax 1,992,551 Income tax (12,867) Gain on sale, net of tax $ 1,979,684 As of June 30, 2021, there were no assets or liabilities classified as discontinued operations. The following table presents the financial results of the discontinued operations: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Revenues: Product revenue, net $ — $ 27,581 $ 36,909 $ 50,255 Collaboration revenue – related party — 5,735 1,350 65,832 Collaboration revenue – other — 692 491 1,685 Royalty revenue – related party — 3,339 2,659 6,673 Total revenue — 37,347 41,409 124,445 Cost and expenses: Cost of sales — 675 706 1,208 Research and development 207 36,831 41,564 72,728 Selling, general and administrative 420 6,773 8,551 13,603 Total cost and expenses 627 44,279 50,821 87,539 (Loss) income from discontinued operations (627) (6,932) (9,412) 36,906 Non-cash interest expense for the sale of future revenue — (2,051) (5,697) (2,051) Gain on the sale of the oncology business (2,800) — 1,989,751 — Income from discontinued operations, pre-tax (3,427) (8,983) 1,974,642 34,855 Income tax expense — — (12,867) — Net income from discontinued operations $ (3,427) $ (8,983) $ 1,961,775 $ 34,855 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Cash Equivalents and Marketable Securities Measured at Fair Value on a Recurring Basis | The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of June 30, 2021: (In thousands) Level 1 Level 2 Level 3 Total Cash equivalents $ 834,786 $ 70,898 $ — $ 905,684 Total cash equivalents 834,786 70,898 — 905,684 Marketable securities: U.S. Treasuries — 85,251 — 85,251 Government securities — 101,976 — 101,976 Corporate debt securities — 577,950 — 577,950 Total marketable securities — 765,177 — 765,177 Total cash equivalents and marketable securities $ 834,786 $ 836,075 $ — $ 1,670,861 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities | Marketable securities at June 30, 2021 consisted of the following: (In thousands) Amortized Unrealized Unrealized Fair Current: U.S. Treasuries $ 85,256 $ 2 $ (7) $ 85,251 Government securities 76,980 16 — 76,996 Corporate debt securities 541,713 11 (107) 541,617 Total Current 703,949 29 (114) 703,864 Non-current: Government securities 25,000 — (20) 24,980 Corporate debt securities 36,372 — (39) 36,333 Total Non-current 61,372 — (59) 61,313 Total marketable securities $ 765,321 $ 29 $ (173) $ 765,177 Marketable securities at December 31, 2020 consisted of the following: (In thousands) Amortized Unrealized Unrealized Fair Current: U.S. Treasuries $ 113,559 $ 134 $ (21) $ 113,672 Government securities 108,263 37 (8) 108,292 Corporate debt securities 223,461 140 (72) 223,529 Total Current 445,283 311 (101) 445,493 Non-current: U.S. Treasuries 15,147 — (10) 15,137 Government securities 26,831 8 — 26,839 Corporate debt securities 55,735 2 (105) 55,632 Total Non-current 97,713 10 (115) 97,608 Total marketable securities $ 542,996 $ 321 $ (216) $ 543,101 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense and Other Information | The components of lease expense and other information related to leases were as follows: Three Months Ended Six Months Ended (In millions) 2021 2020 2021 2020 Operating lease costs $ 3.8 $ 3.8 $ 7.6 $ 7.6 Cash paid for amounts included in the measurement of operating lease liabilities $ 3.6 $ 3.5 $ 7.2 $ 7.4 |
Schedule of Undiscounted Minimum Rental Commitments Under Non-cancelable Leases | As of June 30, 2021, undiscounted minimum rental commitments under non-cancelable leases, for each of the next five years and total thereafter were as follows: (In thousands) Remaining 2021 $ 6,039 2022 16,773 2023 18,126 2024 18,660 2025 19,507 Thereafter 44,385 Undiscounted minimum rental commitments $ 123,490 Interest (22,587) Operating lease liabilities $ 100,903 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: (In thousands) June 30, December 31, Accrued compensation $ 10,559 $ 20,345 Accrued research and development costs 7,627 5,444 Accrued professional fees 3,075 2,897 Accrued other 14,793 2,115 Total accrued expenses $ 36,054 $ 30,801 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Company's Stock Option Activity | The following table presents stock option activity for the six months ended June 30, 2021: Number of Weighted-Average Exercise Price Outstanding at December 31, 2020 6,143,046 $ 58.46 Granted 999,488 56.17 Exercised (677,154) 45.79 Forfeited/Expired (1,213,538) 61.89 Outstanding at June 30, 2021 5,251,842 $ 58.87 Exercisable at June 30, 2021 3,412,161 $ 61.00 Vested and expected to vest at June 30, 2021 5,251,842 $ 58.87 |
Unvested Stock Unit Activity | The following table presents RSU activity for the six months ended June 30, 2021: Number of Weighted-Average Grant Date Fair Value Unvested shares at December 31, 2020 1,284,378 $ 50.78 Granted 785,094 56.02 Vested (374,307) 57.74 Forfeited (510,152) 51.84 Unvested shares at June 30, 2021 1,185,013 $ 51.60 |
Schedule of Performance-Based Units | The following table presents PSU activity for the six months ended June 30, 2021: Number of Weighted-Average Grant Date Fair Value Unvested shares at December 31, 2020 142,229 $ 54.28 Granted 121,000 56.68 Vested — — Forfeited (24,059) 49.49 Unvested shares at June 30, 2021 239,170 $ 55.98 |
Schedule of Market-Based Units Activity | The following table presents market-based stock unit, or MSU, activity for the six months ended June 30, 2021: Number of Weighted-Average Unvested shares at December 31, 2020 42,695 $ 41.50 Granted — — Unvested shares at June 30, 2021 42,695 $ 41.50 |
Schedule of Stock-Based Compensation Expense by Award Type Included Within the Condensed Consolidated Statements of Operations | Stock-based compensation expense by award type included within the condensed consolidated statements of operations is as follows: Three Months Ended Six Months Ended (In thousands) 2021 2020 2021 2020 Stock options $ 8,789 $ 10,143 $ 17,185 $ 19,452 Restricted stock units 5,784 6,377 11,989 10,836 Performance-based stock units — 425 — 1,760 Employee stock purchase plan 312 399 565 696 Other stock awards — 270 — 540 Total stock-based compensation expense $ 14,885 $ 17,614 $ 29,739 $ 33,284 |
Schedule of Allocated Stock-Based Compensation Expense | Expenses related to stock options and stock-based awards were allocated as follows in the condensed consolidated statements of operations: Three Months Ended Six Months Ended (In thousands) 2021 2020 2021 2020 Research and development expense $ 6,422 $ 7,594 $ 13,395 $ 14,593 Selling, general and administrative expense 8,463 10,020 16,344 18,691 Total stock-based compensation expense $ 14,885 $ 17,614 $ 29,739 $ 33,284 |
Loss per Share (Tables)
Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Common Stock Excluded from Calculation of Diluted Earnings Per Share | The following common stock equivalents were excluded from the calculation of diluted net loss per share applicable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three and Six Months Ended June 30, 2021 2020 Stock options 5,251,842 6,749,373 Restricted stock units 1,185,013 1,290,875 Performance-based stock units — 78,920 Employee stock purchase plan shares 29,422 13,430 Total common stock equivalents 6,466,277 8,132,598 |
Overview and Basis of Present_2
Overview and Basis of Presentation (Details) - USD ($) | Apr. 05, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Apr. 02, 2021 | Mar. 25, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Earn-out revenue for royalties | $ 2,000,000 | $ 0 | $ 2,000,000 | $ 0 | ||||||
Prepaid expenses and other current assets | 21,443,000 | $ 21,443,000 | 21,443,000 | $ 15,889,000 | ||||||
Cash receipts from customers owed to Servier | (8,454,000) | $ 1,295,000 | ||||||||
Value of shares repurchased | 529,047,000 | |||||||||
Cash, cash equivalents, and marketable securities | 1,700,000,000 | 1,700,000,000 | 1,700,000,000 | |||||||
Servier | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Prepaid expenses and other current assets | $ 3,500,000 | $ 3,500,000 | 3,500,000 | |||||||
Repurchase Program | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 1,200,000,000 | |||||||||
Shares repurchased (in shares) | 10,500,000 | |||||||||
Value of shares repurchased | $ 529,000,000 | |||||||||
BMS repurchase | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Shares repurchased (in shares) | 7,121,658 | |||||||||
Value of shares repurchased | $ 344,500,000 | |||||||||
Shares repurchased (in usd per share) | $ 48.3785 | |||||||||
Rule 10b5-1 repurchase | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 600,000,000 | |||||||||
Shares repurchased (in shares) | 3,400,000 | |||||||||
Value of shares repurchased | $ 184,500,000 | |||||||||
Shares repurchased (in usd per share) | $ 54.71 | |||||||||
Stock repurchase program, remaining authorized repurchase amount | 415,500,000 | $ 415,500,000 | 415,500,000 | |||||||
2010 Agreement | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Milestone payment for achievement of specified ex-U.S. commercial milestone event | $ 25,000,000 | |||||||||
TIBSOVO | U.S. | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Earn-out revenue for royalties | $ 2,000,000 | $ 2,000,000 | ||||||||
Discontinued Operations, Disposed of by Sale | Agios Oncology Business | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Cash proceeds | 1,802,936,000 | |||||||||
Contingent milestone payment | $ 200,000,000 | |||||||||
Discontinued Operations, Disposed of by Sale | Agios Oncology Business | TIBSOVO | U.S. | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Contingent royalty payment | 5.00% | |||||||||
Discontinued Operations, Disposed of by Sale | Agios Oncology Business | Vorasidenib | U.S. | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Contingent royalty payment | 15.00% |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities of the Discontinued Operations (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Total current assets of discontinued operations | $ 0 | $ 47,859 | |
Current liabilities: | |||
Total current liabilities of discontinued operations | $ 0 | 38,459 | |
Discontinued Operations, Disposed of by Sale | Agios Oncology Business | |||
Current assets: | |||
Accounts receivable, net | $ 25,386 | 21,328 | |
Collaboration receivable – related party | 2,253 | 2,123 | |
Collaboration receivable – other | 2,438 | 1,948 | |
Inventory | 16,190 | 14,698 | |
Prepaid expenses and other current assets | 7,125 | 7,762 | |
Total current assets of discontinued operations | 53,392 | 47,859 | |
Other non-current assets | 2,234 | 2,601 | |
Total assets of discontinued operations | 55,626 | 50,460 | |
Current liabilities: | |||
Accounts payable | 4,245 | 9,120 | |
Accrued expenses | 30,288 | 29,339 | |
Total current liabilities of discontinued operations | 34,533 | 38,459 | |
Liability related to the sale of future revenue, net of debt issuance costs | 264,281 | 261,269 | |
Total liabilities of discontinued operations | 298,814 | $ 299,728 | |
Net liabilities distributed to Servier | $ (243,188) |
Discontinued Operations - Gain
Discontinued Operations - Gain on Sale (Details) - Discontinued Operations, Disposed of by Sale - Agios Oncology Business - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash proceeds | $ 1,802,936 | ||||
Less: transaction and insurance costs | (53,573) | ||||
Less: net liabilities distributed | (243,188) | ||||
Gain on sale, pre-tax | 1,992,551 | $ (2,800) | $ 0 | $ 1,989,751 | $ 0 |
Income tax | (12,867) | ||||
Gain on sale, net of tax | $ 1,979,684 |
Discontinued Operations - Finan
Discontinued Operations - Financial Results of the Discontinued Operations (Details) - USD ($) | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Cost and expenses: | |||||
Income tax expense | $ 0 | $ 0 | $ (12,900,000) | $ 0 | |
Net income (loss) from discontinued operations, net of tax | (3,427,000) | (8,983,000) | 1,961,775,000 | 34,855,000 | |
Discontinued Operations, Disposed of by Sale | Agios Oncology Business | |||||
Revenues: | |||||
Total revenue | 0 | 37,347,000 | 41,409,000 | 124,445,000 | |
Cost and expenses: | |||||
Cost of sales | 0 | 675,000 | 706,000 | 1,208,000 | |
Research and development | 207,000 | 36,831,000 | 41,564,000 | 72,728,000 | |
Selling, general and administrative | 420,000 | 6,773,000 | 8,551,000 | 13,603,000 | |
Total cost and expenses | 627,000 | 44,279,000 | 50,821,000 | 87,539,000 | |
(Loss) income from discontinued operations | (627,000) | (6,932,000) | (9,412,000) | 36,906,000 | |
Non-cash interest expense for the sale of future revenue | 0 | (2,051,000) | (5,697,000) | (2,051,000) | |
Gain on the sale of the oncology business | $ 1,992,551,000 | (2,800,000) | 0 | 1,989,751,000 | 0 |
Income from discontinued operations, pre-tax | (3,427,000) | (8,983,000) | 1,974,642,000 | 34,855,000 | |
Income tax expense | 0 | 0 | (12,867,000) | 0 | |
Discontinued Operations, Disposed of by Sale | Agios Oncology Business | Product revenue, net | |||||
Revenues: | |||||
Total revenue | 0 | 27,581,000 | 36,909,000 | 50,255,000 | |
Discontinued Operations, Disposed of by Sale | Agios Oncology Business | Collaboration revenue – related party | |||||
Revenues: | |||||
Total revenue | 0 | 5,735,000 | 1,350,000 | 65,832,000 | |
Discontinued Operations, Disposed of by Sale | Agios Oncology Business | Collaboration revenue – other | |||||
Revenues: | |||||
Total revenue | 0 | 692,000 | 491,000 | 1,685,000 | |
Discontinued Operations, Disposed of by Sale | Agios Oncology Business | Royalty revenue – related party | |||||
Revenues: | |||||
Total revenue | $ 0 | $ 3,339,000 | $ 2,659,000 | $ 6,673,000 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - Agios Oncology Business - Discontinued Operations, Disposed of by Sale | Mar. 31, 2021 |
Minimum | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Transitional services period | 1 month |
Maximum | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Transitional services period | 1 year |
Fair Value Measurements - Cash
Fair Value Measurements - Cash Equivalents and Marketable Securities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | $ 765,177 | $ 543,101 |
Fair Value, Measurements, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 905,684 | |
Total marketable securities | 765,177 | |
Total cash equivalents and marketable securities | 1,670,861 | |
Fair Value, Measurements, Recurring | Cash equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 905,684 | |
Fair Value, Measurements, Recurring | U.S. Treasuries | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 85,251 | |
Fair Value, Measurements, Recurring | Government securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 101,976 | |
Fair Value, Measurements, Recurring | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 577,950 | |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 834,786 | |
Total marketable securities | 0 | |
Total cash equivalents and marketable securities | 834,786 | |
Fair Value, Measurements, Recurring | Level 1 | Cash equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 834,786 | |
Fair Value, Measurements, Recurring | Level 1 | U.S. Treasuries | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 0 | |
Fair Value, Measurements, Recurring | Level 1 | Government securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 0 | |
Fair Value, Measurements, Recurring | Level 1 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 0 | |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 70,898 | |
Total marketable securities | 765,177 | |
Total cash equivalents and marketable securities | 836,075 | |
Fair Value, Measurements, Recurring | Level 2 | Cash equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 70,898 | |
Fair Value, Measurements, Recurring | Level 2 | U.S. Treasuries | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 85,251 | |
Fair Value, Measurements, Recurring | Level 2 | Government securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 101,976 | |
Fair Value, Measurements, Recurring | Level 2 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 577,950 | |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | |
Total marketable securities | 0 | |
Total cash equivalents and marketable securities | 0 | |
Fair Value, Measurements, Recurring | Level 3 | Cash equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Level 3 | U.S. Treasuries | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 0 | |
Fair Value, Measurements, Recurring | Level 3 | Government securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | 0 | |
Fair Value, Measurements, Recurring | Level 3 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total marketable securities | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Jun. 30, 2021USD ($) |
Fair Value, Measurements, Recurring | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of assets (liabilities) | $ 0 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)security | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)security | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)security | |
Investments, Debt and Equity Securities [Abstract] | |||||
Realized gain (loss) on marketable securities | $ 0 | $ 0 | $ 0 | $ 0 | |
Number of debt securities in unrealized loss position for less than one year | security | 113 | 113 | 87 | ||
Allowance for credit losses | $ 0 | $ 0 | $ 0 | ||
Aggregate fair value of debt securities in unrealized loss position | $ 559,300,000 | $ 559,300,000 | $ 299,000,000 | ||
Number of debt securities in significant unrealized loss position | security | 0 | 0 | 0 |
Marketable Securities - Summary
Marketable Securities - Summary of Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 765,321 | $ 542,996 |
Unrealized Gains | 29 | 321 |
Unrealized Losses | (173) | (216) |
Fair Value | 765,177 | 543,101 |
Current: | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 703,949 | 445,283 |
Unrealized Gains | 29 | 311 |
Unrealized Losses | (114) | (101) |
Fair Value | 703,864 | 445,493 |
Current: | U.S. Treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 85,256 | 113,559 |
Unrealized Gains | 2 | 134 |
Unrealized Losses | (7) | (21) |
Fair Value | 85,251 | 113,672 |
Current: | Government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 76,980 | 108,263 |
Unrealized Gains | 16 | 37 |
Unrealized Losses | 0 | (8) |
Fair Value | 76,996 | 108,292 |
Current: | Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 541,713 | 223,461 |
Unrealized Gains | 11 | 140 |
Unrealized Losses | (107) | (72) |
Fair Value | 541,617 | 223,529 |
Non-current: | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 61,372 | 97,713 |
Unrealized Gains | 0 | 10 |
Unrealized Losses | (59) | (115) |
Fair Value | 61,313 | 97,608 |
Non-current: | U.S. Treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 15,147 | |
Unrealized Gains | 0 | |
Unrealized Losses | (10) | |
Fair Value | 15,137 | |
Non-current: | Government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 25,000 | 26,831 |
Unrealized Gains | 0 | 8 |
Unrealized Losses | (20) | 0 |
Fair Value | 24,980 | 26,839 |
Non-current: | Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 36,372 | 55,735 |
Unrealized Gains | 0 | 2 |
Unrealized Losses | (39) | (105) |
Fair Value | $ 36,333 | $ 55,632 |
Leases - Additional Information
Leases - Additional Information (Details) | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remaining lease terms | 7 years | |
Weighted-average incremental borrowing rate | 5.70% | 5.70% |
Weighted-average remaining lease term | 6 years 8 months 12 days | 7 years 2 months 12 days |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense and Other Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease costs | $ 3.8 | $ 3.8 | $ 7.6 | $ 7.6 |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 3.6 | $ 3.5 | $ 7.2 | $ 7.4 |
Leases - Schedule of Undiscount
Leases - Schedule of Undiscounted Minimum Rental Commitments Under Non-cancelable Leases (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
Remaining 2021 | $ 6,039 |
2022 | 16,773 |
2023 | 18,126 |
2024 | 18,660 |
2025 | 19,507 |
Thereafter | 44,385 |
Undiscounted minimum rental commitments | 123,490 |
Interest | (22,587) |
Operating lease liabilities | $ 100,903 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 10,559 | $ 20,345 |
Accrued research and development costs | 7,627 | 5,444 |
Accrued professional fees | 3,075 | 2,897 |
Accrued other | 14,793 | 2,115 |
Total accrued expenses | $ 36,054 | $ 30,801 |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average period to recognize compensation expense (in years) | 2 years 1 month 6 days | |
Unrecognized compensation expense excluding options | $ 47,200,000 | |
Performance-based stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost not expected to be recognized | 13,400,000 | |
Market-Based Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense excluding options | $ 0 | |
2007 Plan and 2013 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for issuance (in shares) | 11,532,771 | |
2013 Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future issuance (in shares) | 4,814,051 | |
Unrecognized compensation expense related to options | $ 58,800,000 | |
2013 Stock Incentive Plan | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average period to recognize compensation expense (in years) | 2 years 7 months 6 days | |
2013 Stock Incentive Plan | Performance-based stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense excluding options | $ 0 | |
Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future issuance (in shares) | 921,043 | |
Shares issued under 2013 ESPP (in shares) | 59,401 | 62,694 |
Opportunity to purchase of common stock (in shares) | 1,345,454 |
Share-Based Payments - Summary
Share-Based Payments - Summary of Stock Option Activity (Details) - $ / shares | 6 Months Ended |
Jun. 30, 2021 | |
Number of Stock Options | |
Outstanding, beginning balance (in shares) | 6,143,046 |
Granted (in shares) | 999,488 |
Exercised (in shares) | (677,154) |
Forfeited/expired (in shares) | (1,213,538) |
Outstanding, ending balance (in shares) | 5,251,842 |
Number of stock options, exercisable (in shares) | 3,412,161 |
Number of stock options, vested and expected to vest (in shares) | 5,251,842 |
Weighted-Average Exercise Price | |
Outstanding, beginning balance (in usd per share) | $ 58.46 |
Granted (in usd per share) | 56.17 |
Exercised (in usd per share) | 45.79 |
Forfeited/expired (in usd per share) | 61.89 |
Outstanding, ending balance (in usd per share) | 58.87 |
Weighted-average exercise price, exercisable (in usd per share) | 61 |
Weighted-average exercise price, vested and expected to vest (in usd per share) | $ 58.87 |
Share-Based Payments - Summar_2
Share-Based Payments - Summary of Unvested RSUs Activity (Details) - Restricted stock units | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of Stock Units | |
Unvested shares beginning of period (in shares) | shares | 1,284,378 |
Granted (in shares) | shares | 785,094 |
Vested (in shares) | shares | (374,307) |
Forfeited (in shares) | shares | (510,152) |
Unvested shares end of period (in shares) | shares | 1,185,013 |
Weighted-Average Grant Date Fair Value | |
Unvested shares beginning of period (in usd per share) | $ / shares | $ 50.78 |
Granted (in usd per share) | $ / shares | 56.02 |
Vested (in usd per share) | $ / shares | 57.74 |
Forfeited (in usd per share) | $ / shares | 51.84 |
Unvested shares end of period (in usd per share) | $ / shares | $ 51.60 |
Share-Based Payments - Schedule
Share-Based Payments - Schedule of Performance-Based and Market- Based Units (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Performance-based stock units | |
Number of Stock Units | |
Unvested shares beginning of period (in shares) | shares | 142,229 |
Granted (in shares) | shares | 121,000 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (24,059) |
Unvested shares end of period (in shares) | shares | 239,170 |
Weighted-Average Grant Date Fair Value | |
Unvested shares beginning of period (in usd per share) | $ / shares | $ 54.28 |
Granted (in usd per share) | $ / shares | 56.68 |
Vested (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 49.49 |
Unvested shares end of period (in usd per share) | $ / shares | $ 55.98 |
Market-Based Stock Units | |
Number of Stock Units | |
Unvested shares beginning of period (in shares) | shares | 42,695 |
Granted (in shares) | shares | 0 |
Unvested shares end of period (in shares) | shares | 42,695 |
Weighted-Average Grant Date Fair Value | |
Unvested shares beginning of period (in usd per share) | $ / shares | $ 41.50 |
Granted (in usd per share) | $ / shares | 0 |
Unvested shares end of period (in usd per share) | $ / shares | $ 41.50 |
Share-Based Payments - Schedu_2
Share-Based Payments - Schedule of Stock-Based Compensation Expense by Award Type Included Within the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 14,885 | $ 17,614 | $ 29,739 | $ 33,284 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 8,789 | 10,143 | 17,185 | 19,452 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 5,784 | 6,377 | 11,989 | 10,836 |
Performance-based stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 425 | 0 | 1,760 |
Employee stock purchase plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 312 | 399 | 565 | 696 |
Other stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 0 | $ 270 | $ 0 | $ 540 |
Share-Based Payments - Expenses
Share-Based Payments - Expenses Related to Equity-Based Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 14,885 | $ 17,614 | $ 29,739 | $ 33,284 |
Research and development expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 6,422 | 7,594 | 13,395 | 14,593 |
Selling, general and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 8,463 | $ 10,020 | $ 16,344 | $ 18,691 |
Loss per Share - Common Stock E
Loss per Share - Common Stock Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents (in shares) | 6,466,277 | 8,132,598 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents (in shares) | 5,251,842 | 6,749,373 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents (in shares) | 1,185,013 | 1,290,875 |
Performance-based stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents (in shares) | 0 | 78,920 |
Employee stock purchase plan shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents (in shares) | 29,422 | 13,430 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes recorded in discontinued operations | $ 0 | $ 0 | $ 12,900,000 | $ 0 |
Provision for income taxes recorded in continuing operations | $ 0 | $ 0 | 0 | 0 |
Cash taxes paid | $ 6,200,000 | $ 0 |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - USD ($) | Apr. 05, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Apr. 02, 2021 | Mar. 25, 2021 |
Equity, Class of Treasury Stock [Line Items] | |||||
Value of shares repurchased | $ 529,047,000 | ||||
Repurchase Program | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 1,200,000,000 | ||||
Shares repurchased (in shares) | 10,500,000 | ||||
Value of shares repurchased | $ 529,000,000 | ||||
BMS repurchase | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Shares repurchased (in shares) | 7,121,658 | ||||
Value of shares repurchased | $ 344,500,000 | ||||
Shares repurchased (in usd per share) | $ 48.3785 | ||||
Rule 10b5-1 repurchase | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 600,000,000 | ||||
Shares repurchased (in shares) | 3,400,000 | ||||
Value of shares repurchased | $ 184,500,000 | ||||
Shares repurchased (in usd per share) | $ 54.71 | ||||
Stock repurchase program, remaining authorized repurchase amount | $ 415,500,000 | $ 415,500,000 |