Document and Entity Information
Document and Entity Information - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001446847 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-34620 | |
Entity Registrant Name | IRONWOOD PHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3404176 | |
Entity Address, Address Line One | 100 Summer Street | |
Entity Address, Address Line Two | Suite 2300 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02110 | |
City Area Code | 617 | |
Local Phone Number | 621-7722 | |
Title of 12(b) Security | Class A common stock, $0.001 par value | |
Entity Listing, Par Value Per Share | $ 0.001 | |
Trading Symbol | IRWD | |
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 | 153,837,866 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 593,371 | $ 620,129 |
Accounts receivable, net | 105,515 | 114,042 |
Prepaid expenses and other current assets | 8,537 | 8,689 |
Restricted cash | 1,250 | 1,250 |
Convertible note hedges | 1,428 | 1,115 |
Total current assets | 710,101 | 745,225 |
Restricted cash, net of current portion | 485 | 485 |
Accounts receivable, net of current portion | 14,143 | 23,998 |
Property and equipment, net | 7,229 | 7,575 |
Operating lease right-of-use assets | 15,028 | 15,350 |
Deferred tax assets | 335,440 | 333,294 |
Other assets | 955 | 1,000 |
Total assets | 1,083,381 | 1,126,927 |
Current liabilities: | ||
Accounts payable | 532 | 935 |
Accrued research and development costs | 5,442 | 15,896 |
Accrued expenses and other current liabilities | 16,852 | 23,566 |
Current portion of operating lease liabilities | 3,097 | 3,127 |
Current portion of convertible senior notes | 120,581 | 116,858 |
Note hedge warrants | 899 | 1,316 |
Total current liabilities | 147,403 | 161,698 |
Convertible senior notes, net of current portion | 395,053 | 337,333 |
Operating lease obligations, net of current portion | 18,031 | 18,484 |
Other liabilities | 5,111 | 3,501 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Class A Common Stock, $0.001 par value, 500,000,000 shares authorized and 155,115,155 shares issued and outstanding at March 31, 2022 and 500,000,000 shares authorized and 162,036,461 shares issued and outstanding at December 31, 2021 | 155 | 162 |
Additional paid-in capital | 1,350,268 | 1,543,357 |
Accumulated deficit | (832,640) | (937,608) |
Total stockholders' equity | 517,783 | 605,911 |
Total liabilities and stockholders' equity | $ 1,083,381 | $ 1,126,927 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 75,000,000 | 75,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 155,115,155 | 162,036,461 |
Common stock, shares outstanding | 155,115,155 | 162,036,461 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total revenues | $ 97,529 | $ 88,845 |
Operating expenses: | ||
Research and development | 10,822 | 15,484 |
Selling, general and administrative | 28,861 | 27,652 |
Restructuring expenses | 311 | |
Total operating expenses | 39,683 | 43,447 |
Income from operations | 57,846 | 45,398 |
Other (expense) income: | ||
Interest expense | (2,341) | (7,626) |
Interest and investment income | 230 | 196 |
Gain on derivatives | 730 | 2,390 |
Other expense, net | (1,381) | (5,040) |
Income before income taxes | 56,465 | 40,358 |
Income tax expense | (17,664) | (432) |
Net income | 38,801 | 39,926 |
Comprehensive income | $ 38,801 | $ 39,926 |
Net income per share - basic (in dollars per share) | $ 0.25 | $ 0.25 |
Net income per share - diluted (in dollars per share) | $ 0.21 | $ 0.25 |
Weighted average shares used in computing net income per share - basic (in shares) | 157,821 | 160,967 |
Weighted average shares used in computing net income per share - diluted (in shares) | 189,540 | 162,347 |
Collaborative arrangements revenue | ||
Revenues: | ||
Total revenues | $ 97,529 | $ 88,665 |
Sale of active pharmaceutical ingredient | ||
Revenues: | ||
Total revenues | $ 180 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional paid-in capitalCumulative Effect, Period of Adoption, Adjustment | Additional paid-in capital | Accumulated deficitCumulative Effect, Period of Adoption, Adjustment | Accumulated deficit | Cumulative Effect, Period of Adoption, Adjustment | Total |
Balance at Dec. 31, 2020 | $ 161 | $ 1,528,535 | $ (1,466,056) | $ 62,640 | |||
Balance (in shares) at Dec. 31, 2020 | 160,616,675 | ||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||
Issuance of common stock related to share-based awards and employee stock purchase plan | $ 1 | 2,229 | 2,230 | ||||
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) | 1,314,337 | ||||||
Share-based compensation expense related to share-based awards and employee stock purchase plan | 5,396 | 5,396 | |||||
Net income | 39,926 | 39,926 | |||||
Balance at Mar. 31, 2021 | $ 162 | 1,536,160 | (1,426,130) | 110,192 | |||
Balance (in shares) at Mar. 31, 2021 | 161,931,012 | ||||||
Balance at Dec. 31, 2021 | $ 162 | $ (110,217) | 1,543,357 | $ 66,167 | (937,608) | $ (44,050) | $ 605,911 |
Balance (in shares) at Dec. 31, 2021 | 162,036,461 | 162,036,461 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||
Issuance of common stock related to share-based awards and employee stock purchase plan | $ 1 | 1,520 | $ 1,521 | ||||
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) | 1,087,966 | ||||||
Share-based compensation expense related to share-based awards and employee stock purchase plan | 6,089 | 6,089 | |||||
Repurchases of common stock | $ (8) | (90,481) | $ (90,489) | ||||
Repurchases of common stock (in shares) | (8,009,272) | (8,000,000) | |||||
Net income | 38,801 | $ 38,801 | |||||
Balance at Mar. 31, 2022 | $ 155 | $ 1,350,268 | $ (832,640) | $ 517,783 | |||
Balance (in shares) at Mar. 31, 2022 | 155,115,155 | 155,115,155 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 38,801 | $ 39,926 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 355 | 410 |
Loss on disposal of property and equipment | 17 | |
Share-based compensation expense | 6,089 | 5,396 |
Change in fair value of note hedge warrants | (417) | (4,109) |
Change in fair value of convertible note hedges | (313) | 1,719 |
Non-cash interest expense | 537 | 5,822 |
Deferred income taxes | 14,708 | |
Changes in assets and liabilities: | ||
Accounts receivable, net | 18,382 | 35,037 |
Prepaid expenses and other current assets | 53 | (1,681) |
Operating lease right-of-use assets | 322 | 297 |
Other assets | 45 | 19 |
Accounts payable and accrued expenses | (7,117) | (7,942) |
Accrued research and development costs | (10,454) | (644) |
Operating lease liabilities | (483) | (440) |
Other liabilities | 3,616 | (133) |
Net cash provided by operating activities | 64,124 | 73,694 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (9) | |
Net cash (used in) investing activities | (9) | |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options and employee stock purchase plan | 1,622 | 2,211 |
Repurchases of common stock | (92,495) | |
Net cash provided by (used in) financing activities | (90,873) | 2,211 |
Net increase in cash, cash equivalents and restricted cash | (26,758) | 75,905 |
Cash, cash equivalents and restricted cash, beginning of period | 621,864 | 364,784 |
Cash, cash equivalents and restricted cash, end of period | $ 595,106 | $ 440,689 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||||
Cash and cash equivalents | $ 593,371 | $ 620,129 | $ 438,469 | |
Restricted cash | 1,735 | 2,220 | ||
Total cash, cash equivalents, and restricted cash | $ 595,106 | $ 621,864 | $ 440,689 | $ 364,784 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block | |
Nature of Business | 1. Nature of Business Ironwood Pharmaceuticals, Inc. (“Ironwood” or the “Company”) is a gastrointestinal (“GI”) healthcare company dedicated to advancing the treatment of GI diseases and redefining the standard of care for GI patients. The Company is focused on the development and commercialization of innovative GI product opportunities in areas of significant unmet need, leveraging its demonstrated expertise and capabilities in GI diseases. LINZESS ® (linaclotide), the Company’s commercial product, is the first product approved by the United States Food and Drug Administration (the “U.S. FDA”) in a class of GI medicines called guanylate cyclase type C agonists (“GC-C agonists”) and is indicated for adult men and women suffering from irritable bowel syndrome with constipation (“IBS-C”) or chronic idiopathic constipation (“CIC”). LINZESS is available to adult men and women suffering from IBS-C or CIC in the United States (the “U.S.”) and Mexico and to adult men and women suffering from IBS-C in Japan and China. Linaclotide is available under the trademarked name CONSTELLA ® to adult men and women suffering from IBS-C or CIC in Canada, and to adult men and women suffering from IBS-C in certain European countries. The Company has strategic partnerships with leading pharmaceutical companies to support the development and commercialization of linaclotide throughout the world. The Company and its partner, AbbVie Inc. (together with its affiliates, “AbbVie”), began commercializing LINZESS in the U.S. in December 2012. Under the Company’s collaboration for North America with AbbVie AbbVie AbbVie Outside of the U.S., the Company earns royalties as a percentage of net sales of products containing linaclotide as an active ingredient by the Company’s collaboration partners. AbbVie has an exclusive license from the Company to develop and commercialize linaclotide in all countries other than China (including Hong Kong and Macau), Japan and the countries and territories of North America (the “ AbbVie AbbVie The Company has a collaboration and license option agreement (the “COUR Collaboration Agreement”) with COUR Pharmaceutical Development Company, Inc. (“COUR”), a biotechnology company developing novel immune-modifying nanoparticles to treat autoimmune diseases. The COUR Collaboration Agreement grants the Company an option to acquire an exclusive license to research, develop, manufacture and commercialize, in the U.S., products containing CNP-104, a potential treatment for primary biliary cholangitis, a rare autoimmune disease targeting the liver. The Company is also advancing IW-3300, GC-C agonist, for the potential treatment of visceral pain conditions, including interstitial cystitis/bladder pain syndrome (IC/BPS) and endometriosis. The Company was incorporated in Delaware on January 5, 1998 as Microbia, Inc. On April 7, 2008, the Company changed its name to Ironwood Pharmaceuticals, Inc. To date, the Company has dedicated a majority of its activities to the research, development and commercialization of linaclotide, as well as to the research and development of its other product candidates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements and the related disclosures are unaudited and have been prepared in accordance with accounting principles generally accepted in the U.S. Additionally, certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission on February 18, 2022 (the “2021 Annual Report on Form 10-K”). The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial position as of March 31, 2022, and the results of its operations for the three months ended March 31, 2022 and 2021, its statements of stockholders’ equity for the three months ended March 31, 2022 and 2021, and its cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 and 2021 are not necessarily indicative of the results that may be expected for the full year or any other subsequent interim period. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Ironwood and its wholly-owned subsidiaries as of March 31, 2022, Ironwood Pharmaceuticals Securities Corporation and Ironwood Pharmaceuticals GmbH. All intercompany transactions and balances are eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the amounts of revenues and expenses during the reported periods. On an ongoing basis, the Company’s management evaluates its estimates, judgments and methodologies. Significant estimates and assumptions in the condensed consolidated financial statements include those related to revenue recognition; accounts receivable; useful lives of long-lived assets, impairment of long-lived assets, including goodwill; valuation procedures for right-of-use assets and operating lease liabilities; valuation procedures for the issuance and repurchase of convertible notes; balance sheet classification of convertible notes; fair value of derivatives; income taxes, including the valuation allowance for deferred tax assets; research and development expenses; contingencies and share-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. Reclassifications Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Except as set forth below, the Company did not adopt any new accounting pronouncements during the three months ended March 31, 2022 that had a material effect on its condensed consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective approach, which resulted in a cumulative-effect adjustment December 31, 2021 Effect of the Adoption January 1, 2022 Consolidated Balance Sheet As Reported of ASU 2020-06 As Adjusted Deferred tax assets $ 333,294 $ 16,855 $ 350,149 Current portion of convertible senior notes 116,858 3,581 120,439 Long-term portion of convertible senior notes 337,333 57,324 394,657 Additional paid-in-capital 1,543,357 (110,217) 1,433,140 Retained earnings (937,608) 66,167 (871,441) Interest expense recognized in future periods is expected to be reduced as a result of accounting for convertible debt instruments as a single liability measured at amortized cost, with an expected decrease of $22.1 million of non-cash interest expense during the year ended December 31, 2022 compared to the year ended December 31, 2021 related to convertible debt instruments outstanding on the adoption date. The adoption of ASU 2020-06 does not impact the Company’s liquidity or cash flows. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). The guidance in ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Company adopted ASU 2021-04 as of January 1, 2022 . The adoption of ASU 2021-04 did not have a material impact on the Company’s financial position and results of operations. Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the condensed consolidated financial statements upon future adoption. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block | |
Net Income Per Share | 3. Net Income Per Share The following table sets forth the computation of basic and diluted net income per common share (in thousands, except per share amounts): Three Months Ended March 31, 2022 2021 Numerator: Net income $ 38,801 $ 39,926 Add back interest expense, net of tax benefit, on assumed conversion of 2024 Convertible Notes 444 — Add back interest expense, net of tax benefit, on assumed conversion of 2026 Convertible Notes 666 — Numerator used in computing net income per share — diluted 39,911 39,926 Denominator: Weighted average number of common shares outstanding used in computing net income per share — basic 157,821 160,967 Effect of dilutive securities: Stock options 324 268 Time-based restricted stock units 1,132 957 Performance-based restricted stock units 222 13 Restricted stock 166 136 Shares subject to issuance under Employee Stock Purchase Plan 7 6 2024 Convertible Notes assumed conversion 14,934 — 2026 Convertible Notes assumed conversion 14,934 — Dilutive potential common shares Weighted average number of common shares outstanding used in computing net income per share — diluted 189,540 162,347 Net income per share — basic $ 0.25 $ 0.25 Net income per share — diluted $ 0.21 $ 0.25 The outstanding securities have been excluded from the computation of diluted weighted average shares outstanding, as applicable, as their effect would be anti-dilutive (in thousands): Three Months Ended March 31, 2022 2021 Stock options 6,890 10,566 Restricted stock awards — 25 Time-based restricted stock units 114 407 Performance-based restricted stock units 858 20 Note Hedge Warrants 8,318 8,318 2022 Convertible Notes — 8,318 2024 Convertible Notes — 14,934 2026 Convertible Notes — 14,934 Total 16,180 57,522 Prior to the adoption of ASU 2020-06, the potentially dilutive impact of the 2022 Convertible Notes, 2024 Convertible Notes and 2026 Convertible notes (together, the “Convertible Senior Notes”) (Note 8) was determined using the treasury stock method. Under this method, no numerator or denominator adjustments arose from the principal and interest components of the Convertible Senior Notes because the Company had the intent and ability to settle the Convertible Senior Notes’ principal and interest in cash. Instead, the Company was required to increase the diluted net income per share denominator by the variable number of shares that would be issued upon conversion if it settled the conversion spread obligation with shares. For diluted net income per share purposes, the conversion spread obligation was calculated based on whether the average market price of the Company’s Class A Common Stock during the reporting period was in excess of the conversion price of the Convertible Senior Notes. There was no calculated spread added to the denominator for the three months ended March 31, 2021. Following the adoption of ASU 2020-06 on January 1, 2022, the dilutive impact of the Convertible Senior Notes is determined using the if-converted method. Under the if-converted method, the Convertible Senior Notes are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). Interest charges are deducted from the numerator, unless the principal amount of the convertible instruments is required to be paid in cash. There was no dilutive impact of the 2022 Convertible Notes for the three months ended March 31, 2022 because the Company had elected prior to the beginning of the period to settle the conversion of 2022 Convertible Notes, if any, with a combination settlement of a cash payment equal to the principal value of converted notes and shares of Class A Common Stock equal to the conversion value in excess of the principal value, if any (Note 8). Accordingly, interest expense was not removed from the numerator and there was no calculated spread added to the denominator because the average market price of the Company’s Class A common stock during the period was not in excess of the conversion price. |
Collaboration, License, and Oth
Collaboration, License, and Other Agreements | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block | |
Collaboration, License, and Other Agreements | 4. Collaboration, License and Other Agreements For the three months ended March 31, 2022, the Company had linaclotide collaboration agreements with AbbVie for North America and AstraZeneca for China (including Hong Kong and Macau), as well as linaclotide license agreements with Astellas for Japan and with AbbVie for the AbbVie License Territory. The Company also had an agreement with Alnylam Pharmaceuticals, Inc. (“Alnylam”) to perform disease awareness activities for acute hepatic porphyria (“AHP”) and sales detailing activities for GIVLAARI ® Three Months Ended March 31, Collaborative Arrangements Revenue 2022 2021 Linaclotide Collaboration and License Agreements: AbbVie (North America) $ 94,901 $ 86,499 AbbVie (Europe and other) 610 600 AstraZeneca (China, including Hong Kong and Macau) 192 210 Astellas (Japan) 523 496 Co-Promotion and Other Agreements: Alnylam (GIVLAARI) 823 456 Other 480 404 Total collaborative arrangements revenue $ 97,529 $ 88,665 Sale of API Linaclotide Agreements: AstraZeneca (China, including Hong Kong and Macau) $ — $ 21 Other — 159 Total sale of API $ — $ 180 The Company routinely assesses the creditworthiness of its license and collaboration partners. The Company has not experienced any material losses related to receivables from its license or collaboration partners during the three months ended March 31, 2022 and 2021. Linaclotide Agreements Collaboration Agreement for North America with AbbVie In September 2007, the Company entered into a collaboration agreement with AbbVie to develop and commercialize linaclotide for the treatment of IBS-C, CIC, and other GI conditions in North America. Under the terms of this collaboration agreement, the Company received a non-refundable, upfront licensing fee and shares equally with AbbVie all development costs as well as net profits or losses from the development and sale of linaclotide in the U.S. The Company receives royalties in the mid-teens percent based on net sales in Canada and Mexico. AbbVie is solely responsible for the further development, regulatory approval and commercialization of linaclotide in those countries and funding any costs. The collaboration agreement for North America also includes contingent milestone payments, as well as a contingent equity investment, based on the achievement of specific development and commercial milestones. As of March 31, 2022, $205.0 million in license fees and all six development milestone payments had been received by the Company, as well as a $25.0 million equity investment in the Company’s capital stock. The Company can also achieve up to $80.0 million in a sales-related milestone if certain conditions are met, which will be recognized when the related sales occur. During the three months ended March 31, 2022 and 2021, the Company incurred $1.7 million and $1.8 million, respectively, in total research and development expenses under the linaclotide collaboration for North America. As a result of the research and development cost-sharing provisions of the linaclotide collaboration for North America, the Company incurred $2.4 million and $2.9 million, in incremental research and development costs during the three months ended March 31, 2022 and 2021, respectively, to reflect the obligations of each party under the collaboration to bear 50% of the development costs incurred. The Company and AbbVie began commercializing LINZESS in the U.S. in December 2012. The Company receives 50% of the net profits and bears 50% of the net losses from the commercial sale of LINZESS in the U.S. Net profits or net losses consist of net sales of LINZESS to third-party customers and sublicense income in the U.S. less the cost of goods sold as well as selling, general and administrative expenses. LINZESS net sales are calculated and recorded by AbbVie and may include gross sales net of discounts, rebates, allowances, sales taxes, freight and insurance charges, and other applicable deductions. The Company evaluated its collaboration arrangement for North America with AbbVie and concluded that all development-period performance obligations had been satisfied as of September 2012. However, the Company has determined that there are three remaining commercial-period performance obligations, which include the sales detailing of LINZESS, participation in the joint commercialization committee, and approved additional trials. The consideration remaining includes cost reimbursements in the U.S., as well as commercial sales-based milestones and net profit and loss sharing payments based on net sales in the U.S. Additionally, the Company receives royalties in the mid-teens percent based on net sales in Canada and Mexico. Royalties, commercial sales-based milestones, and net profit and loss sharing payments will be recorded as collaborative arrangements revenue or expense in the period earned, as these payments relate predominately to the license granted to AbbVie. The Company records royalty revenue in the period earned based on royalty reports from its partner, if available, or based on the projected sales and historical trends. The cost reimbursements received from AbbVie during the commercialization period will be recognized as earned in accordance with the right-to-invoice practical expedient, as the Company’s right to consideration corresponds directly with the value of the services transferred during the commercialization period. Under the Company’s collaboration agreement with AbbVie for North America, LINZESS net sales are calculated and recorded by AbbVie and include gross sales net of discounts, rebates, allowances, sales taxes, freight and insurance charges, and other applicable deductions, as noted above. These amounts include the use of estimates and judgments, which could be adjusted based on actual results in the future. The Company records its share of the net profits or net losses from the sales of LINZESS in the U.S. less commercial expenses on a net basis, and presents the settlement payments to and from AbbVie as collaboration expense or collaborative arrangements revenue, as applicable. This treatment is in accordance with the Company’s revenue recognition policy, given that the Company is not the primary obligor and does not have the inventory risks in the collaboration agreement with AbbVie for North America. The Company relies on AbbVie to provide accurate and complete information related to net sales of LINZESS in accordance with U.S. generally accepted accounting principles in order to calculate its settlement payments to and from AbbVie and record collaboration expense or collaborative arrangements revenue, as applicable. AbbVie Three Months Ended March 31, 2022 2021 Collaborative arrangements revenue related to sales of LINZESS in the U.S. $ 94,319 $ 85,949 Royalty revenue 582 550 Total collaborative arrangements revenue $ 94,901 $ 86,499 The Company incurred $8.7 million and $7.1 million in total selling, general and administrative costs related to the sale of LINZESS in the U.S. in accordance with the cost-sharing arrangement with AbbVie, which included an insignificant amount in patent prosecution and patent litigation costs for each of the three months ended March 31, 2022 and 2021. ® License Agreement with AbbVie (All countries other than the countries and territories of North America, China (including Hong Kong and Macau), and Japan) The Company has a license agreement with AbbVie to develop, manufacture and commercialize linaclotide in (i) Europe, and (ii) all countries other than China (including Hong Kong and Macau), Japan, and the countries and territories of North America, or collectively the “Expanded Territory,” for the treatment of IBS-C, CIC and other GI conditions. Under the license agreement, as amended, AbbVie is obligated to pay the Company, (i) royalties based on sales volume in Europe in the upper-teens percent, and (ii) on a country-by-country and product-by-product basis in the Expanded Territory, a royalty as a percentage of net sales of products containing linaclotide as an active ingredient in the upper-single digits for five years following the first commercial sale of a linaclotide product in a country, and in the low-double digits thereafter. The royalty rate for products in Europe and the Expanded Territory will decrease, on a country-by-country basis, to the lower-single digits, or cease entirely, following the occurrence of certain events. The license agreement also contains certain sales-based milestones and commercial launch milestones, which could total up to License Agreement for Japan with Astellas The Company has a license agreement with Astellas to develop, manufacture, and commercialize linaclotide for the treatment of IBS-C, CIC and other GI conditions in Japan. Under the license agreement, as amended, Astellas is required to pay royalties to the Company at rates beginning in the mid-single digit percent and escalating to low-double-digit percent, based on aggregate annual net sales in Japan of products containing linaclotide as an active ingredient. These royalty payments are subject to reduction following the expiration of certain licensed patents and the occurrence of generic competition in Japan. The Company recognized $0.5 million of royalty revenue during each of the three months ended March 31, 2022 and 2021. Collaboration Agreement for China (including Hong Kong and Macau) with AstraZeneca The Company has a collaboration agreement with AstraZeneca under which AstraZeneca has the exclusive right to develop, manufacture and commercialize products containing linaclotide in the AstraZeneca License Territory. Under the collaboration agreement, AstraZeneca is required to pay tiered royalties to the Company at rates beginning in the mid-single-digit percent and increasing up to twenty percent based on the aggregate annual net sales of products containing linaclotide in the AstraZeneca License Territory. The Company recognized $0.2 million and $0.1 million of royalty revenue during the three months ended March 31, 2022 and 2021, respectively. The Company is entitled to receive non-contingent payments totaling $35.0 million in three installments through 2024, of which $25.0 million remained outstanding at March 31, 2022. In addition, AstraZeneca may be required to make milestone payments totaling up to $90.0 million contingent on the achievement of certain sales targets. The significant financing component of the transaction was $2.6 million and is recognized as interest income through 2024 using the effective interest method. At March 31, 2022, the current portion and non-current portion of the non-contingent receivable due from AstraZeneca was $10.0 million and $14.1 million, respectively. At December 31, 2021, the non-contingent receivable due from AstraZeneca was $24.0 million and was classified as non-current. Other Collaboration and License Agreements Collaboration and License Option Agreement with COUR Pursuant to the terms of the COUR Collaboration Agreement, the Company made an upfront, non-refundable payment to COUR of $6.0 million and agreed to pay a non-contingent payment and milestone payments to COUR totaling $13.5 million in connection with certain development activities and regulatory milestones. After reviewing the data from the clinical study for CNP-104, if the Company exercises the Option, the Company will pay COUR $35.0 million in exchange for the license. Upon commercialization, COUR will be eligible to receive commercial milestone payments of up to $440.0 million over the term of the agreement and royalties in the high single digits to low double digits percentage of the aggregated annual net sales in the U.S. of products containing CNP-104. Other Agreements Disease Education and Promotional Agreement with Alnylam In August 2019, the Company and Alnylam entered into a disease education and promotional agreement (the “Alnylam Agreement”) for Alnylam’s GIVLAARI for the treatment of AHP. The Alnylam Agreement, as amended, was terminated in June 2021 with an effective termination date of September 30, 2021. Under the terms of the Alnylam Agreement, the Company’s sales force performed disease awareness activities and sales detailing activities for GIVLAARI to gastroenterologists and health care practitioners to whom they detail LINZESS in the first position over the term of the agreement. The Company remains eligible to receive royalties based on a percentage of net sales of GIVLAARI that are directly attributable to the Company’s promotional efforts until September 30, 2022, which is one year following the termination of the agreement. During the three months ended March 31, 2022 and 2021, the Company recognized |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block | |
Fair Value of Financial Instruments | 5. Fair Value of Financial Instruments The tables below present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize observable inputs such as quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the Company to develop its own assumptions for the asset or liability. The Company’s investment portfolio may include fixed income securities that do not always trade on a daily basis. As a result, the pricing services used by the Company apply other available information as applicable through processes such as benchmark yields, benchmarking of like securities, sector groupings and matrix pricing to prepare valuations. In addition, model processes are used to assess interest rate impact and develop prepayment scenarios. These models take into consideration relevant credit information, perceived market movements, sector news and economic events. The inputs into these models may include benchmark yields, reported trades, broker-dealer quotes, issuer spreads and other relevant data. The Company validates the prices provided by its third-party pricing services by obtaining market values from other pricing sources and analyzing pricing data in certain instances. The Company periodically invests in certain reverse repurchase agreements, which are collateralized by government securities and obligations for an amount not less than 102% of their principal amount. The Company does not record an asset or liability for the collateral as the Company is not permitted to sell or re-pledge the collateral. The collateral has at least the prevailing credit rating of U.S. Government Treasuries and Agencies. The Company utilizes a third-party custodian to manage the exchange of funds and ensure the collateral received is maintained at 102% of the reverse repurchase agreements principal amount on a daily basis. The following tables present the assets and liabilities the Company has measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs March 31, 2022 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 278,970 $ 278,970 $ — $ — Repurchase agreements 277,001 277,001 — — Restricted cash: Money market funds 1,735 1,735 — — Convertible note hedges 1,428 — — 1,428 Total assets measured at fair value $ 559,134 $ 557,706 $ — $ 1,428 Liabilities: Note hedge warrants $ 899 $ — $ — $ 899 Total liabilities measured at fair value $ 899 $ — $ — $ 899 Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs December 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 595,233 $ 595,233 $ — $ — Restricted cash: Money market funds 1,735 1,735 — — Convertible note hedges 1,115 — — 1,115 Total assets measured at fair value $ 598,083 $ 596,968 $ — $ 1,115 Liabilities: Note hedge warrants $ 1,316 $ — $ — $ 1,316 Total liabilities measured at fair value $ 1,316 $ — $ — $ 1,316 There were no transfers between fair value measurement levels during each of the three months ended March 31, 2022 or 2021. Cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued research and development costs, accrued expenses and other current liabilities and current portion of operating lease obligations at March 31, 2022 and December 31, 2021 are carried at amounts that approximate fair value due to their short-term maturities. Convertible Note Hedges and Note Hedge Warrants with Respect to 2022 Convertible Notes The Company’s Convertible Note Hedges and the Note Hedge Warrants are recorded as derivative assets and liabilities, respectively, and are classified as Level 3 measurements under the fair value hierarchy. These derivatives are not actively traded and are valued using the Black-Scholes option-pricing model, which requires the use of subjective assumptions. The following inputs were used in the fair market valuation of the Convertible Note Hedges and Note Hedge Warrants as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Convertible Note Hedge Convertible Note Hedge Note Hedges Warrants Note Hedges Warrants Risk-free interest rate (1) 0.4 % 1.4 % 0.2 % 0.4 % Expected term 0.2 0.8 0.5 1.0 Stock price (2) $ 12.58 $ 12.58 $ 11.66 $ 11.66 Strike price (3) $ 14.51 $ 18.82 $ 14.51 $ 18.82 Common stock volatility (4) 31.9 % 28.9 % 27.0 % 32.2 % Dividend yield (5) — % — % — % — % (1) Based on U.S. Treasury yield curve, with terms commensurate with the expected terms of the Convertible Note Hedges and the Note Hedge Warrants. (2) The closing price of the Company’s Class A Common Stock on the last trading days of the quarters ended March 31, 2022 and December 31, 2021, respectively. (3) As per the respective agreements for the Convertible Note Hedges and Note Hedge Warrants. (4) Expected volatility based on historical volatility of the Company’s Class A Common Stock. (5) The Company has not paid and does not anticipate paying cash dividends on its shares of common stock in the foreseeable future; therefore, the expected dividend yield is assumed to be zero. The Convertible Note Hedges and the Note Hedge Warrants are recorded at fair value at each reporting date and changes in fair value are recorded in other (expense) income, net within the Company’s condensed consolidated statements of income. The following table reflects the change in the Company’s Level 3 Convertible Note Hedges and Note Hedge Warrants from December 31, 2021 through March 31, 2022 (in thousands): Convertible Note Hedge Note Hedges Warrants Balance at December 31, 2021 $ 1,115 $ (1,316) Change in fair value, recorded as a component of gain on derivatives 313 417 Balance at March 31, 2022 $ 1,428 $ (899) Convertible Senior Notes In June 2015, the Company issued $335.7 million aggregate principal amount of its 2022 Convertible Notes. In August 2019, the Company issued $200.0 million aggregate principal amount of its 2024 Convertible Notes and $200.0 million aggregate principal amount of its 2026 Convertible Notes, and used a portion of the proceeds from such issuances to repurchase $215.0 million aggregate principal amount of its 2022 Convertible Notes. Prior to the adoption of ASU 2020-06, the Company separately accounted for the liability and equity components of each of the 2022 Convertible Notes, 2024 Convertible Notes, and 2026 Convertible Notes, by allocating the proceeds between the liability component and equity component (Note 8). Following the adoption of ASU 2020-06 on January 1, 2022, the equity component was eliminated and each of the 2022 Convertible Notes, 2024 Convertible Notes, and 2026 Convertible Notes are measured as a single liability. The fair value of the respective convertible senior notes, which differs from their carrying value, is influenced by interest rates, the price of the Company’s Class A Common Stock and the volatility thereof, and the prices for the respective convertible senior notes observed in market trading, which are Level 2 inputs. The estimated fair value of the 2022 Convertible Notes was $125.2 million as of March 31, 2022 and December 31, 2021. The estimated fair value of the 2024 Convertible Notes was $227.8 million and $221.9 million as of March 31, 2022 and December 31, 2021, respectively. The estimated fair value of the 2026 Convertible Notes was $236.5 million and $227.2 million as of March 31, 2022 and December 31, 2021, respectively. Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes Derivatives and Hedging |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Accrued compensation and benefits $ 10,086 $ 17,115 Accrued interest 2,105 301 Stock repurchase 1,002 3,009 Other 3,659 3,141 Total accrued expenses and other current liabilities $ 16,852 $ 23,566 As of March 31, 2022, other accrued expenses of $3.7 million included $3.2 million of uninvoiced vendor liabilities and $0.3 million of state income taxes payable. As of December 31, 2021, other accrued expenses of $3.1 million included $2.7 million of uninvoiced vendor liabilities and $0.2 million of state income taxes payable. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block | |
Leases | 7. Leases The Company’s lease portfolio for the three months ended March 31, 2022 includes: an office lease for its current headquarters location, a data center colocation lease, vehicle leases for its salesforce representatives, and leases for computer and office equipment. The Company’s office lease and vehicle lease require letters of credit to secure the Company’s obligations under the lease agreements totaling $1.7 million and are collateralized by money market accounts recorded as restricted cash on the Company’s condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost for the three months ended March 31, 2022 and 2021 are as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating lease cost $ 628 $ 631 Short-term lease cost 260 214 Total lease cost $ 888 $ 845 Supplemental information related to leases for the periods reported is as follows: Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 789 $ 773 Weighted-average remaining lease term of operating leases (in years) 8.1 9.0 Weighted-average discount rate of operating leases 5.8 % 5.8 % Future minimum lease payments under non-cancelable operating leases as of March 31, 2022 are as follows (in thousands): 2022 (1) $ 2,340 2023 3,065 2024 3,126 2025 3,189 2026 3,252 2027 and thereafter 11,603 Total future minimum lease payments 26,575 Less: present value adjustment (5,447) Operating lease liabilities 21,128 Less: current portion of operating lease liabilities (3,097) Operating lease liabilities, net of current portion $ 18,031 (1) For the nine months ending December 31, 2022. Summer Street Lease In June 2019, the Company entered into a non-cancelable operating lease (the “Summer Street Lease”) for approximately 39,000 square feet of office space on the 23 rd At lease inception, the Company recorded a right-of-use asset and a lease liability using an incremental borrowing rate of 5.8%. At March 31, 2022, the balances of the right-of-use asset and operating lease liability were $15.0 million and $21.1 million, respectively. At December 31, 2021, the balances of the right-of-use asset and operating lease liability were $15.3 million and $21.5 million, respectively. Lease costs recorded during each of the three months ended March 31, 2022 and 2021 were $0.6 million. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block | |
Notes Payable | 8. Notes Payable 2.25% Convertible Senior Notes due 2022 In June 2015, the Company issued $335.7 million aggregate principal amount of the 2022 Convertible Notes. The Company received net proceeds of $324.0 million from the sale of the 2022 Convertible Notes, after deducting fees and expenses of $11.7 million. The Company used $21.1 million of the net proceeds from the sale of the 2022 Convertible Notes to pay the net cost of the Convertible Note Hedges (after such cost was partially offset by the proceeds to the Company from the sale of the Note Hedge Warrants), as described below. The 2022 Convertible Notes are governed by an indenture (the “2022 Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The 2022 Convertible Notes are senior unsecured obligations and bear cash interest at the annual rate of 2.25%, payable on June 15 and December 15 of each year. The 2022 Convertible Notes will mature on June 15, 2022, unless earlier converted or repurchased. The Company held the option, through December 15, 2021, to determine settlement method through payment or delivery, as the case may be, of cash, shares of the Company’s Class A Common Stock or a combination of cash and shares of Class A Common Stock (subject to, and in accordance with, the settlement provisions of the 2022 Indenture). The Company has elected to settle conversions of the 2022 Convertible Notes, if any, with a combination settlement of a cash payment equal to the principal value of converted notes and shares of Class A Common Stock equal to the conversion value in excess of the principal value, if any. The initial conversion rate for the 2022 Convertible Notes was 60.3209 shares of Class A Common Stock (subject to adjustment as provided for in the 2022 Indenture) per $1,000 principal amount of the 2022 Convertible Notes, which was equal to an initial conversion price of approximately $16.58 per share and 20,249,665 shares. On April 1, 2019, Ironwood completed the separation (the “Separation”) of its soluble guanylate cyclase business, and certain other assets and liabilities, into a separate, independent publicly traded company, Cyclerion Therapeutics, Inc. (“Cyclerion”). The Separation was effected by means of a distribution of all the outstanding shares of common stock, with no par value, of Cyclerion, through a dividend of Cyclerion’s common stock to the Company’s stockholders of record as of the close of business on March 19, 2019. In connection with the Separation, the conversion rate under the 2022 Indenture was adjusted to equal 68.9172 shares of Class A Common Stock per $1,000 principal amount of the 2022 Convertible Notes, which is equal to an adjusted conversion price of approximately $14.51 per share and 23,135,435 shares. Holders of the 2022 Convertible Notes had the right to convert their 2022 Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2021 upon the occurrence of certain circumstances and no such conversions occurred. On or after December 15, 2021, until the close of business on the second scheduled trading day immediately preceding June 15, 2022, holders may convert their 2022 Convertible Notes, in multiples of $1,000 principal amount, at the option of the holder. Upon the occurrence of certain fundamental changes, as described in the 2022 Indenture, holders of the 2022 Convertible Notes may require the Company to repurchase for cash all or part of their 2022 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2022 Convertible Notes to be repurchased, plus accrued and unpaid interest. If a make-whole fundamental change, as described in the 2022 Indenture, occurs and a holder elects to convert its 2022 Convertible Notes in connection with such make-whole fundamental change, such holder may be entitled to an increase in the conversion rate as described in the 2022 Indenture. The 2022 Indenture does not contain any financial covenants or restrict the Company’s ability to repurchase the Company’s securities, pay dividends or make restricted payments in the event of a transaction that substantially increases the Company’s level of indebtedness. The 2022 Indenture provides for customary events of default. In the case of an event of default with respect to the 2022 Convertible Notes arising from specified events of bankruptcy or insolvency, all outstanding 2022 Convertible Notes will become due and payable immediately without further action or notice. If any other event of default with respect to the 2022 Convertible Notes under the 2022 Indenture occurs or is continuing, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding 2022 Convertible Notes may declare the principal amount of the 2022 Convertible Notes to be immediately due and payable. Notwithstanding the foregoing, the 2022 Indenture provides that, upon the Company’s election, and for up to 180 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the 2022 Indenture consists exclusively of the right to receive additional interest on the 2022 Convertible Notes. Upon issuance, the Company separately accounted for the liability and equity components of the 2022 Convertible Notes by allocating the proceeds between the liability component and the embedded conversion option, or equity component, due to the Company's ability to settle the 2022 Convertible Notes in cash, its Class A Common Stock, or a combination of cash and Class A Common Stock at the option of the Company. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. The equity component of the 2022 Convertible Notes was recognized as a debt discount and represents the difference between the gross proceeds from the issuance of the 2022 Convertible Notes and the fair value of the liability component of the 2022 Convertible Notes on the date of issuance. The debt discount has been amortized to interest expense using the effective interest method over seven years, or the expected life of the 2022 Convertible Notes. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. In connection with the issuance of the 2024 Convertible Notes and the 2026 Convertible Notes in August 2019, the Company repurchased $215.0 million aggregate principal amount of the 2022 Convertible Notes. The 2022 Convertible Notes were repurchased at a premium totaling $227.3 million. The Company recognized a loss on extinguishment of debt of $23.4 million during the year ended December 31, 2019 related to the prepayment premium and proportional write-off of the 2022 Convertible Notes unamortized debt issuance costs and unamortized debt discount. Additionally, the repurchase resulted in a reduction to additional paid-in capital of $27.0 million during the year ended December 31, 2019 related to the equity component of the 2022 Convertible Notes. Upon the adoption of ASU 2020-06 on January 1, 2022, the equity component is no longer bifurcated from the liability component and each debt instrument is accounted for as a single liability measured at amortized cost. Accordingly, the unamortized debt discount as of the adoption date in the amount of $3.5 million was derecognized, resulting in an increase to the current portion of convertible senior notes and a decrease to stockholders’ equity. Additionally, there is no longer non-cash interest expense associated with the amortization of the original issue discount. During the three months ended March 31, 2021, the Company recognized $1.8 million in non-cash interest expense related to the debt discount. 0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 In August 2019, the Company issued $200.0 million aggregate principal amount of the 2024 Convertible Notes and $200.0 million aggregate principal amount of the 2026 Convertible Notes. The Company received net proceeds of $391.0 million from the sale of the 2024 Convertible Notes and 2026 Convertible Notes, after deducting fees and expenses of $9.0 million. The Company used $25.2 million of the net proceeds from the sale of the 2024 Convertible Notes and 2026 Convertible Notes to pay the cost of the Capped Calls, as described below. For purposes of this section, “Notes” refer to the 2024 Convertible Notes and the 2026 Convertible Notes, collectively. The 2024 Convertible Notes and 2026 Convertible Notes were issued by the Company on August 12, 2019, pursuant to separate Indentures, each dated as of such date (each an “Indenture” and together the “Indentures”), between the Company and the Trustee. The 2024 Convertible Notes bear cash interest at the annual rate of 0.75% and the 2026 Convertible Notes bear cash interest at the annual rate of 1.50%, each payable on June 15 and December 15 of each year. The 2024 Convertible Notes will mature on June 15, 2024 and the 2026 Convertible Notes will mature on June 15, 2026, unless earlier converted or repurchased. The Company will settle conversions of the 2024 Convertible Notes and 2026 Convertible Notes through payment or delivery, as the case may be, of cash, shares of the Company’s Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s option (subject to, and in accordance with, the settlement provisions of the applicable Indenture). The initial conversion rate for each of the 2024 Convertible Notes and the 2026 Convertible Notes is 74.6687 shares of Class A Common Stock (subject to adjustment as provided for in the applicable Indenture) per $1,000 principal amount of the 2024 Convertible Notes and 2026 Convertible Notes, which is equal to an initial conversion price of approximately $13.39 per share. Holders of the 2024 Convertible Notes and 2026 Convertible Notes may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2023, with respect to the 2024 Convertible Notes, and December 15, 2025, with respect to the 2026 Convertible Notes, in multiples of $1,000 principal amount, only under the following circumstances: ● during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; ● during the five -business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in each Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Class A Common Stock and the conversion rate for the Notes on each such trading day; or ● upon the occurrence of specified corporate events described in each Indenture. On or after December 15, 2023, with respect to the 2024 Convertible Notes, and December 15, 2025, with respect to the 2026 Convertible Notes, until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, the holders of the Notes may convert their Notes, in multiples of $1,000 principal amount, regardless of the foregoing conditions. Upon the occurrence of fundamental changes, as described in the Indentures, prior to the maturity date of the respective Notes, holders of such Notes may require the Company to repurchase for cash all or a portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. If a make-whole fundamental change, as described in the Indentures, occurs and a holder elects to convert its Notes in connection with such make-whole fundamental change, such holder may be entitled to an increase in the conversion rate as described in the Indentures. The Indentures do not contain any financial covenants or restrict the Company’s ability to repurchase the Company’s securities, pay dividends or make restricted payments in the event of a transaction that substantially increases the Company’s level of indebtedness. The Indentures provide for customary events of default. In the case of an event of default with respect to a series of Notes arising from specified events of bankruptcy or insolvency, all outstanding Notes of such series will become due and payable immediately without further action or notice. If any other event of default with respect to a series of Notes under the relevant Indenture occurs or is continuing, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes of such series may declare the principal amount of such Notes to be immediately due and payable. Upon issuance, the Company separately accounted for the liability and equity components of the 2024 Convertible Notes and the 2026 Convertible Notes by allocating the proceeds between the liability components and the embedded conversion options, or equity components, due to the Company’s ability to settle the 2024 Convertible Notes and the 2026 Convertible Notes in cash, its Class A Common Stock, or a combination of cash and Class A Common Stock at the option of the Company. The carrying amount of the respective liability components were calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. The respective equity components of the 2024 Convertible Notes and the 2026 Convertible Notes were recognized as a debt discount and represent the difference between the gross proceeds from the issuance of the 2024 Convertible Notes and 2026 Convertible Notes and the fair value of the liability of the 2024 Convertible Notes and 2026 Convertible Notes on their respective dates of issuance. The debt discount has been amortized to interest expense using the effective interest method over approximately five Upon the adoption of ASU 2020-06 on January 1, 2022, the equity component is no longer bifurcated from the liability component and each debt instrument is accounted for as a single liability measured at amortized cost. Accordingly, the unamortized debt discount as of the adoption date in the amount of $22.3 million and $35.8 million for the 2024 Convertible Notes and 2026 Convertible Notes, respectively, was derecognized, resulting in an increase to the non-current portion of convertible senior notes and a decrease to stockholders’ equity. Additionally, there is no longer non-cash interest expense associated with the amortization of the original issue discount. During the three months ended March 31, 2021, the Company recognized $2.0 million and $1.7 million in non-cash interest expense related to the debt discount for the 2024 Convertible Notes and 2026 Convertible Notes, respectively. March 31, 2022 December 31, 2021 Liability component: Principal: 2022 Convertible Notes $ 120,699 $ 120,699 2024 Convertible Notes 200,000 200,000 2026 Convertible Notes 200,000 200,000 Less: unamortized debt discount — (61,641) Less: unamortized debt issuance costs (5,065) (4,867) Net carrying amount 515,634 454,191 Equity component: 2022 Convertible Notes — 19,807 2024 Convertible Notes — 41,152 2026 Convertible Notes — 51,350 Total equity component $ — $ 112,309 In connection with the issuance of the 2022 Convertible Notes, the Company incurred $11.7 million of debt issuance costs, which primarily consisted of initial purchasers’ discounts and legal and other professional fees. The Company allocated these costs to the liability and equity components based on the allocation of the proceeds. The portion of these costs allocated to the equity components totaling $4.0 million were recorded as a reduction to additional paid-in capital upon issuance. The portion of these costs allocated to the liability components totaling $7.7 million were recorded as a reduction in the carrying value of the debt on the consolidated balance sheet and are amortized to interest expense using the effective interest method over the expected life of the 2022 Convertible Notes. In connection with the partial repurchase of the 2022 Convertible Notes, the Company recorded a loss on extinguishment of debt of $23.4 million, of which $2.8 million related to the initial debt issuance costs, during the year ended December 31, 2019. Upon the adoption of ASU 2020-06, the costs originally allocated to the equity component are reflected within the current portion of convertible senior notes and recorded as interest expense over the life of the 2022 Convertible Notes. The Company determined the expected life of the 2022 Convertible Notes was equal to their seven-year term. From the date of the partial repurchase of the 2022 Convertible Notes in August 2019 through March 31, 2022, the effective annual interest rate on the 2022 Convertible Notes was 2.7%. The effective annual interest rate is computed using the contractual interest and the amortization of debt issuance costs. Prior to the adoption of ASU 2020-06, the effective annual interest rate calculation also included the amortization of the original issue discount. In connection with the issuance of the 2024 Convertible Notes and the 2026 Convertible Notes, the Company incurred $9.0 million of debt issuance costs, which primarily consisted of initial purchaser’s discounts and legal and other professional fees. The Company allocated these costs to the liability and equity components based on the allocation of the proceeds. The portion of these costs allocated to the equity components totaling $2.1 million were recorded as a reduction to additional paid-in capital. The portion of these costs allocated to the liability components totaling $6.9 million were recorded as a reduction in the carrying value of the debt on the consolidated balance sheet and are amortized to interest expense using the effective interest method over the expected lives of the 2024 Convertible Notes and the 2026 Convertible Notes. Upon the adoption of ASU 2020-06 on January 1, 2022, the costs originally allocated to the equity component are reflected within the current portion of convertible senior notes and recorded as interest expense over the life of the 2024 Convertible Notes and the 2026 Convertible Notes. The Company determined the expected life of the 2024 Convertible Notes and the 2026 Convertible Notes was equal to their approximately five The following table sets forth total interest expense recognized related to convertible senior notes during the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Contractual interest expense $ 1,804 $ 1,804 Amortization of debt issuance costs 537 398 Amortization of debt discount — 5,424 Total interest expense $ 2,341 $ 7,626 Future minimum payments under the convertible senior notes as of March 31, 2022, are as follows (in thousands): 2022 (1) $ 126,557 2023 4,500 2024 203,750 2025 3,000 2026 201,500 Total future minimum payments under the convertible senior notes 539,307 Less: amounts representing interest (18,608) Less: unamortized debt discount — Less: unamortized debt issuance costs (5,065) Convertible senior notes balance $ 515,634 (1) For the nine months ending December 31, 2022. As of March 31, 2022, $120.7 million in aggregate principal amount of the 2022 Convertible Notes was due within the next 12 months and is classified as current liabilities on the Company’s condensed consolidated balance sheets. Convertible Note Hedge and Note Hedge Warrant Transactions with Respect to 2022 Convertible Notes To minimize the impact of potential dilution to the Company's Class A common stockholders upon conversion of the 2022 Convertible Notes, the Company entered into the Convertible Note Hedges covering 20,249,665 shares of the Company’s Class A Common Stock in connection with the issuance of the 2022 Convertible Notes. The Convertible Note Hedges had an initial exercise price of $16.58 per share, subject to adjustment upon the occurrence of certain corporate events or transactions, and are exercisable if the 2022 Convertible Notes are converted. In connection with the adjustment to the conversion rate of the 2022 Convertible Notes related to the Separation in April 2019, the exercise price of the Convertible Note Hedges was adjusted to $14.51 per share and the number of shares underlying the Convertible Note Hedges was increased to 23,135,435 shares. If upon conversion of the 2022 Convertible Notes, the price of the Company’s Class A Common Stock is above the exercise price of the Convertible Note Hedges, the counterparties are obligated to deliver shares of the Company’s Class A Common Stock and/or cash with an aggregate value approximately equal to the difference between the price of the Company’s Class A Common Stock at the conversion date and the exercise price, multiplied by the number of shares of the Company’s Class A Common Stock related to the Convertible Note Hedge being exercised. Concurrently with entering into the Convertible Note Hedges, the Company sold Note Hedge Warrants to the Convertible Note Hedge counterparties to acquire 20,249,665 shares of the Company’s Class A Common Stock, subject to customary anti-dilution adjustments. The strike price of the Note Hedge Warrants was initially $21.50 per share, subject to adjustment, and such warrants are exercisable over the 150 trading day period beginning on September 15, 2022. In connection with the Separation in April 2019, the exercise price was adjusted to $18.82 per share and the number of shares underlying the Note Hedge Warrants was increased to 23,135,435 shares. The Note Hedge Warrants could have a dilutive effect on the Class A Common Stock to the extent that the market price per share of the Company’s Class A Common Stock exceeds the applicable strike price of such warrants. The Convertible Note Hedges and the Note Hedge Warrants are separate transactions entered into by the Company and are not part of the terms of the 2022 Convertible Notes. Holders of the Convertible Note Hedges and the Note Hedge Warrants do not have any rights with respect to the 2022 Convertible Notes. The Company paid $91.9 million for the Convertible Note Hedges and received $70.8 million for the Note Hedge Warrants, resulting in a net cost to the Company of $21.1 million. In August 2019, concurrently with the repurchase of $215.0 million aggregate principal amount of the 2022 Convertible Notes, the Company terminated the respective portion of the Convertible Note Hedges and Note Hedge Warrants. The Company received $3.2 million of termination payments from the counterparties of the Convertible Note Hedges and Note Hedge Warrants. The Convertible Note Hedges and Note Hedge Warrants are accounted for as derivative assets and liabilities, respectively, in accordance with ASC 815, and are remeasured to fair value at each reporting date (Note 5). As of March 31, 2022 and December 31, 2021, the Convertible Note Hedges and Note Hedge Warrants were classified as current assets and current liabilities, respectively, on the Company’s condensed consolidated balance sheets. Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes To minimize the impact of potential dilution to the Company’s Class A common stockholders upon conversion of the 2024 Convertible Notes and the 2026 Convertible Notes, the Company entered into separate Capped Calls in connection with the issuance of the 2024 Convertible Notes and the 2026 Convertible Notes. The Company paid the counterparties $25.2 million to enter into the Capped Calls. The Capped Calls have an initial strike price of approximately $13.39 per share, which corresponds to the initial conversion price of the 2024 Convertible Notes and the 2026 Convertible Notes and is subject to anti-dilution adjustments generally similar to those applicable to the 2024 Convertible Notes and the 2026 Convertible Notes. The Capped Calls have a cap price of approximately $17.05 per share, subject to certain adjustments. The Capped Calls cover 29,867,480 shares of Class A Common Stock (subject to anti-dilution and certain other adjustments), which is the same number of shares of Class A Common Stock that initially underlie the 2024 Convertible Notes and the 2026 Convertible Notes. The Capped Calls are expected generally to reduce the potential dilution to the Class A Common Stock upon conversion of the 2024 Convertible Notes and the 2026 Convertible Notes in the event that the market price per share of Class A Common Stock is greater than the strike price of the Capped Calls as adjusted pursuant to the anti-dilution adjustments. If, however, the market price per share of Class A Common Stock exceeds the cap price of the Capped Calls, there would nevertheless be dilution upon conversion of the 2024 Convertible Notes and the 2026 Convertible Notes to the extent that such market price exceeds the cap price of the Capped Calls. The Capped Calls are separate transactions entered into by and between the Company and the Capped Calls counterparties and are not part of the terms of the 2024 Convertible Notes or the 2026 Convertible Notes. Holders of the 2024 Convertible Notes and the 2026 Convertible Notes do not have any rights with respect to the Capped Calls. The Company recorded a reduction to additional paid-in capital of $25.0 million during the year ended December 31, 2019 related to the premium payments for the Capped Calls. Additionally, the Company recorded a $0.2 million reduction to equity related to transaction costs incurred in connection with the Capped Calls during the year ended December 31, 2019. These instruments meet the conditions outlined in ASC 815 to be classified in stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met. |
Employee Stock Benefit Plans
Employee Stock Benefit Plans | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block | |
Employee Stock Benefit Plans | 9. Employee Stock Benefit Plans The Company has several share-based compensation plans under which stock options, restricted stock awards, restricted stock units and other share-based awards are available for grant to employees, officers, directors and consultants of the Company. The following table summarizes share-based compensation expense (in thousands): Three Months Ended March 31, 2022 2021 Share-based compensation expense: Research and development $ 1,158 $ 1,243 Selling, general and administrative 4,931 4,043 Restructuring expenses — 110 Total share-based compensation expense included in operating expenses 6,089 5,396 Income tax expense (benefit) (720) — Total share-based compensation expense, net of tax $ 5,369 $ 5,396 |
Stock Repurchase Plan
Stock Repurchase Plan | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block | |
Share Repurchase Plan | 10. Share Repurchase Plan December 31, 2022 . The timing and amount of any repurchases will be determined based on market conditions, stock price and other factors. The share repurchase program may be modified, suspended or discontinued at any time without notice. Repurchases may be made through a variety of methods, including open market purchases, privately negotiated transactions, block trades, exchange transactions, accelerated share repurchase transactions, or any combination of such methods. All share repurchases made under the share repurchase program will be retired. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block | |
Income Taxes | 11. Income Taxes The income tax provision during interim periods is computed by applying an estimated annual effective income tax rate to year-to-date pre-tax income, plus adjustments for significant unusual or infrequently occurring items, in accordance with ASC 740-270, Income Taxes – Interim Reporting During the three months ended March 31, 2022, the Company recorded income tax expense of $17.7 million. The Company’s provision for income taxes during the three months ended March 31, 2022 increased compared to historical amounts due to the release of the Company’s valuation allowance on the majority of its net operating losses and other deferred tax assets during the second quarter of 2021. Due to the Company's ability to offset its pre-tax income against net operating losses, it expects the majority of its tax provision to represent a non-cash expense until its net operating losses have been fully utilized. For the three months ended March 31, 2021, the Company maintained a full valuation allowance against net deferred tax assets and recorded income tax expense of $0.4 million for certain states which had temporarily disallowed or only partially allow the use of net operating losses to offset taxable income. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to be in effect for the years in which differences are expected to reverse. On a periodic basis, the Company reassesses any valuation allowances that it maintains on its deferred tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets. Until the second quarter of 2021, the Company recorded a full valuation allowance against net deferred tax assets. During the three months ended June 30, 2021, the Company reassessed the valuation allowance noting the shift of positive evidence outweighing negative evidence, including: continued strong prescription demand growth of LINZESS, continued profitability of a GI focused business since completing the tax-free spin-off of Cyclerion, and expectations regarding future profitability. After assessing both the positive evidence and negative evidence, the Company determined it was more likely than not that it will realize the majority of its deferred tax assets and during the three months ended June 30, 2021, released the majority of its valuation allowance, as a discrete item, for the deferred tax assets that are expected to be utilized in future years. The Company will maintain a valuation allowance on deferred tax assets not expected to be realized, related primarily to certain tax credits that are expected to expire prior to utilization. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block | |
Subsequent Events | 12. Subsequent Event Share Repurchases From April 1, 2022 to April 30, 2022, the Company repurchased 1.3 million shares of its common stock at a weighted-average price of $12.14 per share for a total of $15.9 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Policy Text Blocks | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements and the related disclosures are unaudited and have been prepared in accordance with accounting principles generally accepted in the U.S. Additionally, certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission on February 18, 2022 (the “2021 Annual Report on Form 10-K”). The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial position as of March 31, 2022, and the results of its operations for the three months ended March 31, 2022 and 2021, its statements of stockholders’ equity for the three months ended March 31, 2022 and 2021, and its cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 and 2021 are not necessarily indicative of the results that may be expected for the full year or any other subsequent interim period. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Ironwood and its wholly-owned subsidiaries as of March 31, 2022, Ironwood Pharmaceuticals Securities Corporation and Ironwood Pharmaceuticals GmbH. All intercompany transactions and balances are eliminated in consolidation. |
Reclassifications | Reclassifications |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the amounts of revenues and expenses during the reported periods. On an ongoing basis, the Company’s management evaluates its estimates, judgments and methodologies. Significant estimates and assumptions in the condensed consolidated financial statements include those related to revenue recognition; accounts receivable; useful lives of long-lived assets, impairment of long-lived assets, including goodwill; valuation procedures for right-of-use assets and operating lease liabilities; valuation procedures for the issuance and repurchase of convertible notes; balance sheet classification of convertible notes; fair value of derivatives; income taxes, including the valuation allowance for deferred tax assets; research and development expenses; contingencies and share-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. |
New Accounting Pronouncements | New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Except as set forth below, the Company did not adopt any new accounting pronouncements during the three months ended March 31, 2022 that had a material effect on its condensed consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective approach, which resulted in a cumulative-effect adjustment December 31, 2021 Effect of the Adoption January 1, 2022 Consolidated Balance Sheet As Reported of ASU 2020-06 As Adjusted Deferred tax assets $ 333,294 $ 16,855 $ 350,149 Current portion of convertible senior notes 116,858 3,581 120,439 Long-term portion of convertible senior notes 337,333 57,324 394,657 Additional paid-in-capital 1,543,357 (110,217) 1,433,140 Retained earnings (937,608) 66,167 (871,441) Interest expense recognized in future periods is expected to be reduced as a result of accounting for convertible debt instruments as a single liability measured at amortized cost, with an expected decrease of $22.1 million of non-cash interest expense during the year ended December 31, 2022 compared to the year ended December 31, 2021 related to convertible debt instruments outstanding on the adoption date. The adoption of ASU 2020-06 does not impact the Company’s liquidity or cash flows. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). The guidance in ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Company adopted ASU 2021-04 as of January 1, 2022 . The adoption of ASU 2021-04 did not have a material impact on the Company’s financial position and results of operations. Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the condensed consolidated financial statements upon future adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Table Text Blocks | |
Schedule of ASU 2020-06 cumulative-effect adjustment | December 31, 2021 Effect of the Adoption January 1, 2022 Consolidated Balance Sheet As Reported of ASU 2020-06 As Adjusted Deferred tax assets $ 333,294 $ 16,855 $ 350,149 Current portion of convertible senior notes 116,858 3,581 120,439 Long-term portion of convertible senior notes 337,333 57,324 394,657 Additional paid-in-capital 1,543,357 (110,217) 1,433,140 Retained earnings (937,608) 66,167 (871,441) |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Table Text Blocks | |
Schedule of computation of basic and diluted net loss per common share | Three Months Ended March 31, 2022 2021 Numerator: Net income $ 38,801 $ 39,926 Add back interest expense, net of tax benefit, on assumed conversion of 2024 Convertible Notes 444 — Add back interest expense, net of tax benefit, on assumed conversion of 2026 Convertible Notes 666 — Numerator used in computing net income per share — diluted 39,911 39,926 Denominator: Weighted average number of common shares outstanding used in computing net income per share — basic 157,821 160,967 Effect of dilutive securities: Stock options 324 268 Time-based restricted stock units 1,132 957 Performance-based restricted stock units 222 13 Restricted stock 166 136 Shares subject to issuance under Employee Stock Purchase Plan 7 6 2024 Convertible Notes assumed conversion 14,934 — 2026 Convertible Notes assumed conversion 14,934 — Dilutive potential common shares Weighted average number of common shares outstanding used in computing net income per share — diluted 189,540 162,347 Net income per share — basic $ 0.25 $ 0.25 Net income per share — diluted $ 0.21 $ 0.25 |
Schedule of potentially dilutive securities that have been excluded from computation of diluted weighted average shares outstanding | Three Months Ended March 31, 2022 2021 Stock options 6,890 10,566 Restricted stock awards — 25 Time-based restricted stock units 114 407 Performance-based restricted stock units 858 20 Note Hedge Warrants 8,318 8,318 2022 Convertible Notes — 8,318 2024 Convertible Notes — 14,934 2026 Convertible Notes — 14,934 Total 16,180 57,522 |
Collaboration, License, and O_2
Collaboration, License, and Other Agreements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Table Text Blocks | |
Schedule of revenue attributable to transactions from collaboration and license arrangements | Three Months Ended March 31, Collaborative Arrangements Revenue 2022 2021 Linaclotide Collaboration and License Agreements: AbbVie (North America) $ 94,901 $ 86,499 AbbVie (Europe and other) 610 600 AstraZeneca (China, including Hong Kong and Macau) 192 210 Astellas (Japan) 523 496 Co-Promotion and Other Agreements: Alnylam (GIVLAARI) 823 456 Other 480 404 Total collaborative arrangements revenue $ 97,529 $ 88,665 Sale of API Linaclotide Agreements: AstraZeneca (China, including Hong Kong and Macau) $ — $ 21 Other — 159 Total sale of API $ — $ 180 |
AbbVie | |
Table Text Blocks | |
Schedule of revenue attributable to transactions from collaboration and license arrangements | Three Months Ended March 31, 2022 2021 Collaborative arrangements revenue related to sales of LINZESS in the U.S. $ 94,319 $ 85,949 Royalty revenue 582 550 Total collaborative arrangements revenue $ 94,901 $ 86,499 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Table Text Blocks | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following tables present the assets and liabilities the Company has measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs March 31, 2022 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 278,970 $ 278,970 $ — $ — Repurchase agreements 277,001 277,001 — — Restricted cash: Money market funds 1,735 1,735 — — Convertible note hedges 1,428 — — 1,428 Total assets measured at fair value $ 559,134 $ 557,706 $ — $ 1,428 Liabilities: Note hedge warrants $ 899 $ — $ — $ 899 Total liabilities measured at fair value $ 899 $ — $ — $ 899 Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs December 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 595,233 $ 595,233 $ — $ — Restricted cash: Money market funds 1,735 1,735 — — Convertible note hedges 1,115 — — 1,115 Total assets measured at fair value $ 598,083 $ 596,968 $ — $ 1,115 Liabilities: Note hedge warrants $ 1,316 $ — $ — $ 1,316 Total liabilities measured at fair value $ 1,316 $ — $ — $ 1,316 |
Schedule of assumptions used in fair market valuations | The following inputs were used in the fair market valuation of the Convertible Note Hedges and Note Hedge Warrants as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Convertible Note Hedge Convertible Note Hedge Note Hedges Warrants Note Hedges Warrants Risk-free interest rate (1) 0.4 % 1.4 % 0.2 % 0.4 % Expected term 0.2 0.8 0.5 1.0 Stock price (2) $ 12.58 $ 12.58 $ 11.66 $ 11.66 Strike price (3) $ 14.51 $ 18.82 $ 14.51 $ 18.82 Common stock volatility (4) 31.9 % 28.9 % 27.0 % 32.2 % Dividend yield (5) — % — % — % — % (1) Based on U.S. Treasury yield curve, with terms commensurate with the expected terms of the Convertible Note Hedges and the Note Hedge Warrants. (2) The closing price of the Company’s Class A Common Stock on the last trading days of the quarters ended March 31, 2022 and December 31, 2021, respectively. (3) As per the respective agreements for the Convertible Note Hedges and Note Hedge Warrants. (4) Expected volatility based on historical volatility of the Company’s Class A Common Stock. (5) The Company has not paid and does not anticipate paying cash dividends on its shares of common stock in the foreseeable future; therefore, the expected dividend yield is assumed to be zero. |
Schedule of the change in Level 3 assets | Convertible Note Hedge Note Hedges Warrants Balance at December 31, 2021 $ 1,115 $ (1,316) Change in fair value, recorded as a component of gain on derivatives 313 417 Balance at March 31, 2022 $ 1,428 $ (899) |
Schedule of the change in Level 3 liabilities | Convertible Note Hedge Note Hedges Warrants Balance at December 31, 2021 $ 1,115 $ (1,316) Change in fair value, recorded as a component of gain on derivatives 313 417 Balance at March 31, 2022 $ 1,428 $ (899) |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Table Text Blocks | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Table Text Blocks | |
Schedule of components of lease cost and supplemental cash flow information | Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost for the three months ended March 31, 2022 and 2021 are as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating lease cost $ 628 $ 631 Short-term lease cost 260 214 Total lease cost $ 888 $ 845 Supplemental information related to leases for the periods reported is as follows: Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 789 $ 773 Weighted-average remaining lease term of operating leases (in years) 8.1 9.0 Weighted-average discount rate of operating leases 5.8 % 5.8 % |
Schedule of future minimum lease payments under non-cancelable operating leases | Future minimum lease payments under non-cancelable operating leases as of March 31, 2022 are as follows (in thousands): 2022 (1) $ 2,340 2023 3,065 2024 3,126 2025 3,189 2026 3,252 2027 and thereafter 11,603 Total future minimum lease payments 26,575 Less: present value adjustment (5,447) Operating lease liabilities 21,128 Less: current portion of operating lease liabilities (3,097) Operating lease liabilities, net of current portion $ 18,031 (1) For the nine months ending December 31, 2022. |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Table Text Blocks | |
Schedule of outstanding Convertible Note | March 31, 2022 December 31, 2021 Liability component: Principal: 2022 Convertible Notes $ 120,699 $ 120,699 2024 Convertible Notes 200,000 200,000 2026 Convertible Notes 200,000 200,000 Less: unamortized debt discount — (61,641) Less: unamortized debt issuance costs (5,065) (4,867) Net carrying amount 515,634 454,191 Equity component: 2022 Convertible Notes — 19,807 2024 Convertible Notes — 41,152 2026 Convertible Notes — 51,350 Total equity component $ — $ 112,309 |
Schedule of interest expense related to Convertible Notes | The following table sets forth total interest expense recognized related to convertible senior notes during the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Contractual interest expense $ 1,804 $ 1,804 Amortization of debt issuance costs 537 398 Amortization of debt discount — 5,424 Total interest expense $ 2,341 $ 7,626 |
Schedule of future minimum payments details of debt | Future minimum payments under the convertible senior notes as of March 31, 2022, are as follows (in thousands): 2022 (1) $ 126,557 2023 4,500 2024 203,750 2025 3,000 2026 201,500 Total future minimum payments under the convertible senior notes 539,307 Less: amounts representing interest (18,608) Less: unamortized debt discount — Less: unamortized debt issuance costs (5,065) Convertible senior notes balance $ 515,634 (1) For the nine months ending December 31, 2022. |
Employee Stock Benefit Plans (T
Employee Stock Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Table Text Blocks | |
Share-based compensation expense reflected in the condensed consolidated statements of operations | Three Months Ended March 31, 2022 2021 Share-based compensation expense: Research and development $ 1,158 $ 1,243 Selling, general and administrative 4,931 4,043 Restructuring expenses — 110 Total share-based compensation expense included in operating expenses 6,089 5,396 Income tax expense (benefit) (720) — Total share-based compensation expense, net of tax $ 5,369 $ 5,396 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - New Accounting Pronouncements (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Standards Update 2020-06 | |
New Accounting Pronouncements | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 |
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected | us-gaap:AccountingStandardsUpdate202006CumulativeEffectPeriodOfAdoptionMember |
Accounting Standards Update 2021-04 | |
New Accounting Pronouncements | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - ASU 2020-06 - Tabular Disclosure (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements | ||
Deferred tax assets | $ 335,440 | $ 333,294 |
Current portion of convertible senior notes | 120,581 | 116,858 |
Long-term portion of convertible senior notes | 395,053 | 337,333 |
Additional paid-in capital | 1,350,268 | 1,543,357 |
Retained earnings | $ (832,640) | (937,608) |
Cumulative Effect, Period of Adoption, Adjusted Balance | ||
New Accounting Pronouncements | ||
Deferred tax assets | 350,149 | |
Current portion of convertible senior notes | 120,439 | |
Long-term portion of convertible senior notes | 394,657 | |
Additional paid-in capital | 1,433,140 | |
Retained earnings | (871,441) | |
Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment | ||
New Accounting Pronouncements | ||
Deferred tax assets | 16,855 | |
Current portion of convertible senior notes | 3,581 | |
Long-term portion of convertible senior notes | 57,324 | |
Additional paid-in capital | (110,217) | |
Retained earnings | $ 66,167 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - ASU 2020-06 - Additional Information (Details) $ in Millions | Mar. 31, 2022USD ($) |
Accounting Standards Update 2020-06 | |
New Accounting Pronouncements | |
Interest expense, non-cash, expected increase (decrease) in current fiscal year | $ (22.1) |
Net Income Per Share - Computat
Net Income Per Share - Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income | $ 38,801 | $ 39,926 |
Net income (loss) available to common stockholders, basic | 38,801 | 39,926 |
Net income (loss) available to common stockholders, diluted | $ 39,911 | $ 39,926 |
Denominator: | ||
Weighted average number of common shares outstanding used in computing net income per share - basic (in shares) | 157,821 | 160,967 |
Effect of dilutive securities: | ||
Weighted average number of common shares outstanding used in computing net income per share - diluted (in shares) | 189,540 | 162,347 |
Net income per share - basic (in dollars per share) | $ 0.25 | $ 0.25 |
Net income per share - diluted (in dollars per share) | $ 0.21 | $ 0.25 |
Employee stock options | ||
Effect of dilutive securities: | ||
Effect of dilutive securities, share-based compensation | 324 | 268 |
Time-based Restricted Stock Units | ||
Effect of dilutive securities: | ||
Effect of dilutive securities, share-based compensation | 1,132 | 957 |
Performance-based Restricted Stock Units | ||
Effect of dilutive securities: | ||
Effect of dilutive securities, share-based compensation | 222 | 13 |
Restricted Stock | ||
Effect of dilutive securities: | ||
Effect of dilutive securities, share-based compensation | 166 | 136 |
Employee Stock | ||
Effect of dilutive securities: | ||
Effect of dilutive securities, share-based compensation | 7 | 6 |
0.75% Convertible Senior Notes due 2024 | ||
Numerator: | ||
Add back interest expense, net of tax benefit, on assumed conversion of convertible notes | $ 444 | |
Effect of dilutive securities: | ||
Effect of dilutive securities, convertible notes | 14,934 | |
1.50% Convertible Senior Notes due 2026 | ||
Numerator: | ||
Add back interest expense, net of tax benefit, on assumed conversion of convertible notes | $ 666 | |
Effect of dilutive securities: | ||
Effect of dilutive securities, convertible notes | 14,934 |
Net Income Per Share - Potentia
Net Income Per Share - Potentially Dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 16,180 | 57,522 |
Employee stock options | ||
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 6,890 | 10,566 |
Restricted Stock | ||
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 25 | |
Time-based Restricted Stock Units | ||
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 114 | 407 |
Performance-based Restricted Stock Units | ||
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 858 | 20 |
Note Hedge Warrants | ||
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 8,318 | 8,318 |
2.25% Convertible Senior Notes due 2022 | ||
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 8,318 | |
0.75% Convertible Senior Notes due 2024 | ||
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 14,934 | |
1.50% Convertible Senior Notes due 2026 | ||
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 14,934 |
Collaboration, License, and O_3
Collaboration, License, and Other Agreements - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Revenue | $ 97,529 | $ 88,845 |
Collaborative arrangements revenue | ||
Revenues: | ||
Revenue | 97,529 | 88,665 |
Collaborative arrangement, other agreements | ||
Revenues: | ||
Revenue | 480 | 404 |
Sale of active pharmaceutical ingredient | ||
Revenues: | ||
Revenue | 180 | |
AbbVie | Sale of active pharmaceutical ingredient | ||
Revenues: | ||
Revenue | 159 | |
AbbVie | North America | Collaborative arrangements revenue | ||
Revenues: | ||
Revenue | 94,901 | 86,499 |
AbbVie | North America | Collaborative arrangement, collaboration and license agreements | ||
Revenues: | ||
Revenue | 94,901 | 86,499 |
AbbVie | Europe and Other | Collaborative arrangement, collaboration and license agreements | ||
Revenues: | ||
Revenue | 610 | 600 |
AstraZeneca | Collaborative arrangement, collaboration and license agreements | ||
Revenues: | ||
Revenue | 192 | 210 |
AstraZeneca | Sale of active pharmaceutical ingredient | ||
Revenues: | ||
Revenue | 21 | |
Astellas Pharma Inc. | Collaborative arrangement, collaboration and license agreements | ||
Revenues: | ||
Revenue | 523 | 496 |
Alnylam | Collaborative arrangement, co-promotion agreements | ||
Revenues: | ||
Revenue | $ 823 | $ 456 |
Collaboration, License, and O_4
Collaboration, License, and Other Agreements - Accounts Receivable (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, net | ||
Accounts receivable, net | $ 119.7 | $ 138 |
Accounts receivable, net of accounts payable | 93.6 | 112.2 |
AbbVie | ||
Accounts receivable, net | ||
Accounts payable | $ 3.6 | $ 5 |
Collaboration, License, and O_5
Collaboration, License, and Other Agreements - North America - General Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)paymentitem | Mar. 31, 2021USD ($) | |
Collaboration, License, Promotion and Other Commercial Agreements | ||
Research and development expense | $ 10,822 | $ 15,484 |
AbbVie | ||
Collaboration, License, Promotion and Other Commercial Agreements | ||
Cumulative license fees and development milestone payments received | $ 205,000 | |
Number of milestone payments received | payment | 6 | |
Equity investment in the entity's capital stock | $ 25,000 | |
Sales-related milestone if certain conditions are met | $ 80,000 | |
Remaining commercial-period performance obligations | item | 3 | |
Cost sharing amount, reduction to research and development | $ 2,400 | 2,900 |
Collaborative arrangement, percentage of obligation of development costs incurred | 50.00% | |
Percentage of net profit from commercialization (as a percent) | 50.00% | |
Percentage of net loss from commercialization (as a percent) | 50.00% | |
North America | ||
Collaboration, License, Promotion and Other Commercial Agreements | ||
Research and development expense | $ 1,700 | $ 1,800 |
Collaboration, License, and O_6
Collaboration, License, and Other Agreements - North America - Collaborative Arrangements Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Revenue | $ 97,529 | $ 88,845 |
Collaborative arrangements revenue | ||
Revenues: | ||
Revenue | 97,529 | 88,665 |
AbbVie | Royalty | ||
Revenues: | ||
Revenue | 600 | 600 |
AbbVie | North America | Collaborative arrangements revenue | ||
Revenues: | ||
Revenue | 94,901 | 86,499 |
AbbVie | North America | Collaborative arrangement, collaboration and license agreements | ||
Revenues: | ||
Revenue | 94,901 | 86,499 |
AbbVie | North America | Collaborative arrangements, LINZESS | ||
Revenues: | ||
Revenue | 94,319 | 85,949 |
AbbVie | North America | Royalty | ||
Revenues: | ||
Revenue | $ 582 | $ 550 |
Collaboration, License, and O_7
Collaboration, License, and Other Agreements - North America - Commercial Efforts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Collaboration, License, Promotion and Other Commercial Agreements | ||
Revenue | $ 97,529 | $ 88,845 |
Selling, general and administrative | 28,861 | 27,652 |
Collaborative arrangements revenue | ||
Collaboration, License, Promotion and Other Commercial Agreements | ||
Revenue | 97,529 | 88,665 |
Collaborative arrangements, LINZESS | AbbVie | U.S. | ||
Collaboration, License, Promotion and Other Commercial Agreements | ||
Selling, general and administrative | $ 8,700 | $ 7,100 |
Collaboration, License, and O_8
Collaboration, License, and Other Agreements - North America - Royalty Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Revenue | $ 97,529 | $ 88,845 |
Collaborative arrangements revenue | ||
Revenues: | ||
Revenue | 97,529 | 88,665 |
Collaborative arrangements revenue | North America | AbbVie | ||
Revenues: | ||
Revenue | 94,901 | 86,499 |
Collaborative arrangement, collaboration and license agreements | North America | AbbVie | ||
Revenues: | ||
Revenue | 94,901 | 86,499 |
Royalty | AbbVie | ||
Revenues: | ||
Revenue | 600 | 600 |
Royalty | North America | AbbVie | ||
Revenues: | ||
Revenue | 582 | 550 |
Royalty | Canada and Mexico | AbbVie | ||
Revenues: | ||
Revenue | $ 600 | $ 600 |
Collaboration, License, and O_9
Collaboration, License, and Other Agreements - European and Other Territories (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Oct. 31, 2015 | |
Collaboration, License, Promotion and Other Commercial Agreements | |||
Revenue | $ 97,529 | $ 88,845 | |
Collaborative arrangements revenue | |||
Collaboration, License, Promotion and Other Commercial Agreements | |||
Revenue | 97,529 | 88,665 | |
Collaborative arrangement, collaboration and license agreements | AbbVie | Europe and Other | |||
Collaboration, License, Promotion and Other Commercial Agreements | |||
Revenue | $ 610 | 600 | |
License | AbbVie | |||
Collaboration, License, Promotion and Other Commercial Agreements | |||
Remaining milestone payment due upon the amendment to the license agreement | $ 42,500 | ||
Annual royalty | 5 years | ||
Royalty | AbbVie | |||
Collaboration, License, Promotion and Other Commercial Agreements | |||
Revenue | $ 600 | $ 600 |
Collaboration, License, and _10
Collaboration, License, and Other Agreements - Japan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Collaboration, License, Promotion and Other Commercial Agreements | ||
Revenue | $ 97,529 | $ 88,845 |
Collaborative arrangements revenue | ||
Collaboration, License, Promotion and Other Commercial Agreements | ||
Revenue | 97,529 | 88,665 |
Collaborative arrangement, collaboration and license agreements | Astellas Pharma Inc. | ||
Collaboration, License, Promotion and Other Commercial Agreements | ||
Revenue | 523 | 496 |
Royalty | Astellas Pharma Inc., 2009 License Agreement, Amended 2019 | ||
Collaboration, License, Promotion and Other Commercial Agreements | ||
Revenue | $ 500 | 500 |
Sale of active pharmaceutical ingredient | ||
Collaboration, License, Promotion and Other Commercial Agreements | ||
Revenue | $ 180 |
Collaboration, License, and _11
Collaboration, License, and Other Agreements - China, Hong Kong and Macau (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2019USD ($)installment | Dec. 31, 2021USD ($) | |
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | $ 97,529 | $ 88,845 | ||
Collaborative arrangements revenue | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | 97,529 | 88,665 | ||
Sale of active pharmaceutical ingredient | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | 180 | |||
AstraZeneca | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Milestone payment to be received by company upon milestone achievement | 90,000 | |||
Collaborative arrangement, significant financing component, transaction price | $ 2,600 | |||
Amount of non-contingent arrangement consideration | $ 35,000 | |||
Non-contingent consideration installments | installment | 3 | |||
Percentage of tiered royalties | 20.00% | |||
Collaborative arrangement, non-contingent installment payments receivable | $ 25,000 | |||
Collaborative arrangement, non-contingent receivable, current | 10,000 | |||
Collaborative arrangement, non-contingent receivable, non-current | 14,100 | $ 24,000 | ||
AstraZeneca | Collaborative arrangement, collaboration and license agreements | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | 192 | 210 | ||
AstraZeneca | Royalty | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | $ 200 | 100 | ||
AstraZeneca | Sale of active pharmaceutical ingredient | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | $ 21 |
Collaboration, License, and _12
Collaboration, License, and Other Agreements - Other Collaboration and License Agreements (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | $ 97,529 | $ 88,845 | ||
Research and development expense | 10,822 | 15,484 | ||
Accrued research and development costs | 5,442 | $ 15,896 | ||
Collaborative arrangements revenue | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | 97,529 | 88,665 | ||
Alnylam | Collaborative arrangement, co-promotion agreements | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | 823 | 456 | ||
Alnylam | Royalty | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | 800 | $ 500 | ||
COUR Pharmaceuticals Development Company, Inc. | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Collaborative arrangement, upfront payment | $ 6,000 | |||
Collaborative arrangement, contingent payment, payable | $ 13,500 | |||
Collaborative arrangement, option to acquire license, exercise price, payable | 35,000 | |||
Collaborative arrangement, milestones. potential commercial milestone payments, term of agreement, payable | 440,000 | |||
Research and development expense | 19,500 | |||
Accrued research and development costs | $ 3,800 | $ 13,500 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - General Information (Details) | Mar. 31, 2021 |
Fair Value of Financial Instruments | |
Threshold percentage of collateralized value (as a percent) | 102.00% |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Derivative Asset, Statement of Financial Position | Convertible note hedges | Convertible note hedges |
Liabilities: | ||
Derivative Liability, Statement of Financial Position | Note hedge warrants | Note hedge warrants |
Recurring basis | ||
Assets: | ||
Convertible note hedges | $ 1,428 | $ 1,115 |
Total assets measured at fair value | 559,134 | 598,083 |
Liabilities: | ||
Note hedge warrants | 899 | 1,316 |
Total liabilities measured at fair value | 899 | 1,316 |
Recurring basis | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 278,970 | 595,233 |
Restricted cash | 1,735 | 1,735 |
Recurring basis | Repurchase agreements | ||
Assets: | ||
Cash and cash equivalents | 277,001 | |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total assets measured at fair value | 557,706 | 596,968 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 278,970 | 595,233 |
Restricted cash | 1,735 | 1,735 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Repurchase agreements | ||
Assets: | ||
Cash and cash equivalents | 277,001 | |
Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Convertible note hedges | 1,428 | 1,115 |
Total assets measured at fair value | 1,428 | 1,115 |
Liabilities: | ||
Note hedge warrants | 899 | 1,316 |
Total liabilities measured at fair value | $ 899 | $ 1,316 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Transfers Between Fair Value Measurement Levels (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair value transfers | ||
Fair value transfer between measurement levels | $ 0 | $ 0 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Assumptions - Convertible Note Hedges (Details) | Mar. 31, 2022$ / sharesY | Dec. 31, 2021Y$ / shares |
Fair Value of Financial Instruments | ||
Derivative asset, valuation technique | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember |
Measurement Input, Risk Free Interest Rate | ||
Fair Value of Financial Instruments | ||
Derivative asset, measurement input | 0.004 | 0.002 |
Measurement Input, Expected Term | ||
Fair Value of Financial Instruments | ||
Derivative asset, measurement input | Y | 0.2 | 0.5 |
Measurement Input, Share Price | ||
Fair Value of Financial Instruments | ||
Derivative asset, measurement input | 12.58 | 11.66 |
Measurement Input, Exercise Price | ||
Fair Value of Financial Instruments | ||
Derivative asset, measurement input | 14.51 | 14.51 |
Measurement Input, Price Volatility | ||
Fair Value of Financial Instruments | ||
Derivative asset, measurement input | 0.319 | 0.270 |
Measurement Input, Expected Dividend Rate | ||
Fair Value of Financial Instruments | ||
Derivative asset, measurement input | 0 | 0 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Assumptions - Note Hedge Warrants (Details) | Mar. 31, 2022$ / sharesY | Dec. 31, 2021Y$ / shares |
Fair Value of Financial Instruments | ||
Derivative liability, valuation technique | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember |
Measurement Input, Risk Free Interest Rate | ||
Fair Value of Financial Instruments | ||
Derivative liability, measurement input | 0.014 | 0.004 |
Measurement Input, Expected Term | ||
Fair Value of Financial Instruments | ||
Derivative liability, measurement input | Y | 0.8 | 1 |
Measurement Input, Share Price | ||
Fair Value of Financial Instruments | ||
Derivative liability, measurement input | 12.58 | 11.66 |
Measurement Input, Exercise Price | ||
Fair Value of Financial Instruments | ||
Derivative liability, measurement input | 18.82 | 18.82 |
Measurement Input, Price Volatility | ||
Fair Value of Financial Instruments | ||
Derivative liability, measurement input | 0.289 | 0.322 |
Measurement Input, Expected Dividend Rate | ||
Fair Value of Financial Instruments | ||
Derivative liability, measurement input | 0 | 0 |
Fair Value of Financial Instr_8
Fair Value of Financial Instruments - Change in Level 3 - Convertible Note Hedges (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Change in Level 3 Assets | |
Balance at beginning of period | $ 1,115 |
Change in fair value, recorded as a component of gain on derivatives | 313 |
Balance at end of period | $ 1,428 |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income | Gain on derivatives |
Fair Value of Financial Instr_9
Fair Value of Financial Instruments - Change in Level 3 - Note Hedge Warrants (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Change in Level 3 Liabilities | |
Balance at beginning of period | $ (1,316) |
Change in fair value, recorded as a component of gain on derivatives | 417 |
Balance at end of period | $ (899) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income | Gain on derivatives |
Fair Value of Financial Inst_10
Fair Value of Financial Instruments - Notes Payable (Details) - Convertible Senior Notes - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2019 | Jun. 30, 2015 |
2.25% Convertible Senior Notes due 2022 | ||||
Fair value disclosures | ||||
Aggregate principal amount of notes issued | $ 120,699 | $ 120,699 | $ 335,700 | |
Debt redeemed/repurchased | $ 215,000 | |||
2.25% Convertible Senior Notes due 2022 | Significant Other Observable Inputs (Level 2) | ||||
Fair value disclosures | ||||
Estimated fair value | 125,200 | |||
0.75% Convertible Senior Notes due 2024 | ||||
Fair value disclosures | ||||
Aggregate principal amount of notes issued | 200,000 | 200,000 | 200,000 | |
0.75% Convertible Senior Notes due 2024 | Significant Other Observable Inputs (Level 2) | ||||
Fair value disclosures | ||||
Estimated fair value | 227,800 | 221,900 | ||
1.50% Convertible Senior Notes due 2026 | ||||
Fair value disclosures | ||||
Aggregate principal amount of notes issued | 200,000 | 200,000 | $ 200,000 | |
1.50% Convertible Senior Notes due 2026 | Significant Other Observable Inputs (Level 2) | ||||
Fair value disclosures | ||||
Estimated fair value | $ 236,500 | $ 227,200 |
Fair Value of Financial Inst_11
Fair Value of Financial Instruments - Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes (Details) - Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes | 1 Months Ended |
Aug. 31, 2019$ / shares$ / itemshares | |
Capped Calls | |
Number of shares covered by capped calls (in shares) | shares | 29,867,480 |
Strike price (in dollars per share) | $ / shares | $ 13.39 |
Cap price | $ / item | 17.05 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Tabular Disclosure (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses | ||
Accrued compensation and benefits | $ 10,086 | $ 17,115 |
Accrued interest | 2,105 | 301 |
Stock repurchase | 1,002 | 3,009 |
Other | 3,659 | 3,141 |
Total accrued expenses and other current liabilities | $ 16,852 | $ 23,566 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses | ||
Other accrued expenses | $ 3,659 | $ 3,141 |
Other accrued liabilities, uninvoiced vendor liabilities | 3,200 | 2,700 |
Income taxes payable | $ 300 | $ 200 |
Leases - Collateral (Details)
Leases - Collateral (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Restricted Cash [Abstract] | |||
Restricted cash | $ 1,735 | $ 2,220 | |
Money market funds | |||
Restricted Cash [Abstract] | |||
Restricted cash | $ 1,700 | $ 1,700 |
Leases - Lease Cost - Tabular D
Leases - Lease Cost - Tabular Disclosure (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lease cost | ||
Operating lease cost | $ 628 | $ 631 |
Short-term lease cost | 260 | 214 |
Total lease cost | $ 888 | $ 845 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating leases | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 789 | $ 773 |
Weighted-average remaining lease term of operating leases (in years) | 8 years 1 month 6 days | 9 years |
Weighted-average discount rate of operating leases (as a percent) | 5.80% | 5.80% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Future minimum lease payments | |
2022 | $ 2,340 |
2023 | 3,065 |
2024 | 3,126 |
2025 | 3,189 |
2026 | 3,252 |
2027 and thereafter | 11,603 |
Total future minimum lease payments | $ 26,575 |
Leases - Operating Lease Obliga
Leases - Operating Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Operating lease obligations | ||
Total future minimum lease payments | $ 26,575 | |
Less: present value adjustment | (5,447) | |
Operating lease liabilities | 21,128 | |
Less: current portion of operating lease liabilities | (3,097) | $ (3,127) |
Operating lease liabilities, net of current portion | $ 18,031 | $ 18,484 |
Leases - Summer Street Lease (D
Leases - Summer Street Lease (Details) ft² in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jun. 30, 2019ft² | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Operating leases | ||||
Weighted-average discount rate of operating leases (as a percent) | 5.80% | 5.80% | ||
Operating lease right-of-use assets | $ 15,028 | $ 15,350 | ||
Operating lease liability | 21,128 | |||
Operating lease cost | $ 628 | $ 631 | ||
Summer Street Lease | ||||
Operating leases | ||||
Rentable area leased (in square feet) | ft² | 39 | |||
Annual rent escalation (as a percent) | 2.00% | |||
Option to extend the term of the lease | true | |||
Operating lease, renewal term | 5 years | |||
Weighted-average discount rate of operating leases (as a percent) | 5.80% | |||
Operating lease right-of-use assets | $ 15,000 | 15,300 | ||
Operating lease liability | 21,100 | $ 21,500 | ||
Operating lease cost | $ 600 | $ 600 |
Notes Payable - General Informa
Notes Payable - General Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 31, 2019USD ($) | Apr. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($) | Apr. 15, 2019$ / shares | |
Notes Payable | |||||||
Payments for convertible note hedges | $ 25,200,000 | $ 21,100,000 | |||||
Proceeds from partial termination of convertible note hedges and note hedge warrants | 3,200,000 | ||||||
Convertible Note Hedge | |||||||
Notes Payable | |||||||
Conversion price (in dollars per share) | $ / shares | $ 16.58 | $ 14.51 | |||||
Shares issuable upon conversion of debt (in shares) | shares | 20,249,665 | ||||||
2.25% Convertible Senior Notes due 2022 | Convertible Senior Notes | |||||||
Notes Payable | |||||||
Aggregate principal amount of notes issued | 335,700,000 | $ 120,699,000 | $ 120,699,000 | ||||
Net proceed received | 324,000,000 | ||||||
Fees and expenses | $ 11,700,000 | ||||||
Stated interest rate (as a percent) | 2.25% | ||||||
Conversion rate, number of shares to be issued per | 68.9172 | 60.3209 | |||||
Principal amount used for debt instrument conversion ratio | $ 1,000 | $ 1,000 | |||||
Conversion price (in dollars per share) | $ / shares | $ 14.51 | $ 16.58 | |||||
Shares issuable upon conversion of debt (in shares) | shares | 23,135,435 | 20,249,665 | |||||
Repurchase price, as percentage of principal amount, if company undergoes change of control | 100.00% | ||||||
Percentage of aggregate principal amount payable, in case of event of default | 25.00% | ||||||
Maximum period of the sole remedy for event failures in the Indenture | 180 days | ||||||
Debt redeemed/repurchased | 215,000,000 | ||||||
Debt redemption/repurchase price | 227,300,000 | ||||||
Loss on extinguishment of debt | $ 23,400,000 | ||||||
Equity component of convertible senior notes | $ (27,000,000) | ||||||
Initial debt issuance costs | $ 2,800,000 |
Notes Payable - Convertible Sen
Notes Payable - Convertible Senior Notes - Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2019 | Jun. 30, 2015 |
Liability component: | ||||
Less: unamortized debt discount | $ (61,641) | |||
Less: unamortized debt issuance costs | $ (5,065) | (4,867) | ||
Net carrying amount | 515,634 | 454,191 | ||
Total equity component | 112,309 | |||
2.25% Convertible Senior Notes due 2022 | ||||
Liability component: | ||||
Total equity component | 19,807 | |||
2.25% Convertible Senior Notes due 2022 | Convertible Senior Notes | ||||
Liability component: | ||||
Aggregate principal amount of notes issued | 120,699 | 120,699 | $ 335,700 | |
Less: unamortized debt discount | (3,500) | |||
0.75% Convertible Senior Notes due 2024 | ||||
Liability component: | ||||
Total equity component | 41,152 | |||
0.75% Convertible Senior Notes due 2024 | Convertible Senior Notes | ||||
Liability component: | ||||
Aggregate principal amount of notes issued | 200,000 | 200,000 | $ 200,000 | |
Less: unamortized debt discount | (22,300) | |||
1.50% Convertible Senior Notes due 2026 | ||||
Liability component: | ||||
Total equity component | 51,350 | |||
1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | ||||
Liability component: | ||||
Aggregate principal amount of notes issued | $ 200,000 | 200,000 | $ 200,000 | |
Less: unamortized debt discount | $ (35,800) |
Notes Payable - Convertible S_2
Notes Payable - Convertible Senior Notes - Additional Information (Details) - 2.25% Convertible Senior Notes due 2022 - Convertible Senior Notes - USD ($) $ in Millions | 1 Months Ended | |
Jun. 30, 2015 | Mar. 31, 2022 | |
Notes Payable | ||
Debt issuance costs incurred | $ 11.7 | |
Debt issuance costs allocated to equity components | 4 | |
Debt issuance costs allocated to liability components | $ 7.7 | |
Debt instrument term | 7 years | |
Effective interest rate on liability components | 2.70% |
Notes Payable - Convertible S_3
Notes Payable - Convertible Senior Notes - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Interest Expense | ||
Contractual interest expense | $ 1,804 | $ 1,804 |
Amortization of debt issuance costs | 537 | 398 |
Amortization of debt discount | 5,424 | |
Total interest expense | $ 2,341 | $ 7,626 |
Notes Payable - Convertible S_4
Notes Payable - Convertible Senior Notes - Future Minimum Payments - Tabular Disclosure (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Future minimum payments of Convertible senior notes | ||
2022 | $ 126,557 | |
2023 | 4,500 | |
2024 | 203,750 | |
2025 | 3,000 | |
2026 | 201,500 | |
Total future minimum payments under the convertible senior notes | 539,307 | |
Less: amounts representing interest | (18,608) | |
Less: unamortized debt discount | $ (61,641) | |
Less: unamortized debt issuance costs | (5,065) | (4,867) |
Net carrying amount | $ 515,634 | $ 454,191 |
Notes Payable - Convertible S_5
Notes Payable - Convertible Senior Notes - Future Minimum Payments - Additional Information (Details) $ in Millions | Mar. 31, 2022USD ($) |
Notes Payable | |
Long-term debt, current maturities | $ 120.7 |
Notes Payable - Convertible S_6
Notes Payable - Convertible Senior Notes Due 2024 and Convertible Senior Notes Due 2026 (Details) | 1 Months Ended | ||||
Aug. 31, 2019USD ($)D$ / shares | Apr. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | |
Notes Payable | |||||
Payments for convertible note hedges | $ 25,200,000 | $ 21,100,000 | |||
2.25% Convertible Senior Notes due 2022 | Convertible Senior Notes | |||||
Notes Payable | |||||
Aggregate principal amount of notes issued | 335,700,000 | $ 120,699,000 | $ 120,699,000 | ||
Net proceed received | 324,000,000 | ||||
Fees and expenses | $ 11,700,000 | ||||
Stated interest rate (as a percent) | 2.25% | ||||
Conversion rate, number of shares to be issued per | 68.9172 | 60.3209 | |||
Principal amount used for debt instrument conversion ratio | $ 1,000 | $ 1,000 | |||
Initial conversion price (in dollars per share) | $ / shares | $ 14.51 | $ 16.58 | |||
Shares issuable upon conversion of debt (in shares) | shares | 23,135,435 | 20,249,665 | |||
Repurchase price, as percentage of principal amount, if company undergoes change of control | 100.00% | ||||
Percentage of aggregate principal amount payable, in case of event of default | 25.00% | ||||
Debt instrument term | 7 years | ||||
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | |||||
Notes Payable | |||||
Net proceed received | 391,000,000 | ||||
Fees and expenses | $ 9,000,000 | ||||
Conversion rate, number of shares to be issued per | 74.6687 | ||||
Principal amount used for debt instrument conversion ratio | $ 1,000 | ||||
Initial conversion price (in dollars per share) | $ / shares | $ 13.39 | ||||
Number of consecutive trading days before five business days during the measurement period | D | 5 | ||||
Repurchase price | 100.00% | ||||
Percentage of aggregate principal amount of notes outstanding and payable in case of event of default under the agreement | 25.00% | ||||
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Calendar quarter commencing after December 31, 2019 | |||||
Notes Payable | |||||
Number of trading days | D | 20 | ||||
Consecutive trading days | D | 30 | ||||
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Measurement period | |||||
Notes Payable | |||||
Number of business days immediately after any five consecutive trading day period during the measurement period | D | 5 | ||||
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Minimum | Calendar quarter commencing after December 31, 2019 | |||||
Notes Payable | |||||
Minimum percentage of stock price | 130.00% | ||||
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Maximum | Measurement period | |||||
Notes Payable | |||||
Conversion premium percentage on sale price of common stock | 98.00% | ||||
0.75% Convertible Senior Notes due 2024 | Convertible Senior Notes | |||||
Notes Payable | |||||
Aggregate principal amount of notes issued | $ 200,000,000 | 200,000,000 | 200,000,000 | ||
Stated interest rate (as a percent) | 0.75% | ||||
Debt instrument term | 5 years | ||||
1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | |||||
Notes Payable | |||||
Aggregate principal amount of notes issued | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | ||
Stated interest rate (as a percent) | 1.50% | ||||
Debt instrument term | 7 years |
Notes Payable - Convertible S_7
Notes Payable - Convertible Senior Notes Due 2022, Convertible Senior Notes Due 2024 and Convertible Senior Notes Due 2026 (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Aug. 31, 2019 | Jun. 30, 2015 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Notes Payable | |||||
Unamortized debt discount | $ 61,641 | ||||
Non-cash interest expense | $ 2,341 | $ 7,626 | |||
2.25% Convertible Senior Notes due 2022 | Convertible Senior Notes | |||||
Notes Payable | |||||
Debt issuance costs incurred | $ 11,700 | ||||
Debt issuance costs allocated to equity components | 4,000 | ||||
Debt issuance costs allocated to liability components | $ 7,700 | ||||
Debt instrument term | 7 years | ||||
Effective interest rate on liability components | 2.70% | ||||
Unamortized debt discount | 3,500 | ||||
Non-cash interest expense | 1,800 | ||||
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | |||||
Notes Payable | |||||
Debt issuance costs incurred | $ 9,000 | ||||
Debt issuance costs allocated to equity components | 2,100 | ||||
Debt issuance costs allocated to liability components | $ 6,900 | ||||
0.75% Convertible Senior Notes due 2024 | Convertible Senior Notes | |||||
Notes Payable | |||||
Debt instrument term | 5 years | ||||
Effective interest rate on liability components | 1.20% | ||||
Unamortized debt discount | 22,300 | ||||
Non-cash interest expense | 2,000 | ||||
1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | |||||
Notes Payable | |||||
Debt instrument term | 7 years | ||||
Effective interest rate on liability components | 1.90% | ||||
Unamortized debt discount | $ 35,800 | ||||
Non-cash interest expense | $ 1,700 |
Notes Payable - Convertible Not
Notes Payable - Convertible Note Hedge and Warrant Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 15, 2019 | Jun. 30, 2015 | Mar. 31, 2022 |
Notes Payable | |||
Warrants strike price (in dollars per share) | $ 18.82 | ||
Net derivative issuance cost | $ 21.1 | ||
Convertible Note Hedge | |||
Notes Payable | |||
Shares issuable upon conversion of debt (in shares) | 20,249,665 | ||
Conversion price (in dollars per share) | $ 14.51 | $ 16.58 | |
Long-term asset | 91.9 | ||
Note Hedge Warrant Derivatives | |||
Notes Payable | |||
Shares into which warrants may be converted (in shares) | 20,249,665 | ||
Trading day period | 150 days | ||
Long-term liability | $ 70.8 | ||
Note Hedge Warrants | |||
Notes Payable | |||
Warrants strike price (in dollars per share) | $ 21.50 | ||
Note Hedge Warrants | 2.25% Convertible Senior Notes due 2022 | |||
Notes Payable | |||
Shares issuable upon conversion of debt (in shares) | 23,135,435 |
Notes Payable - Capped Calls wi
Notes Payable - Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes (Details) - Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes $ / shares in Units, $ in Millions | 1 Months Ended |
Aug. 31, 2019USD ($)$ / shares$ / itemshares | |
Capped Calls | |
Payment made to enter into Capped Calls | $ 25.2 |
Strike price (in dollars per share) | $ / shares | $ 13.39 |
Cap price | $ / item | 17.05 |
Number of shares covered by capped calls (in shares) | shares | 29,867,480 |
Purchase of capped calls | $ 25 |
Equity component of issuance costs for convertible senior notes | $ 0.2 |
Employee Stock Benefit Plans -
Employee Stock Benefit Plans - Share-based Compensation Expense - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Stock Benefit Plans | ||
Share-based compensation expense | $ 6,089 | $ 5,396 |
Research and development | ||
Employee Stock Benefit Plans | ||
Share-based compensation expense | 1,158 | 1,243 |
Selling, general and administrative | ||
Employee Stock Benefit Plans | ||
Share-based compensation expense | $ 4,931 | 4,043 |
Restructuring expenses | ||
Employee Stock Benefit Plans | ||
Share-based compensation expense | $ 110 |
Employee Stock Benefit Plans _2
Employee Stock Benefit Plans - Share-based Compensation Expense - Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Stock Benefit Plans | ||
Share-based compensation expense | $ 6,089 | $ 5,396 |
Income tax effect | (720) | |
Total share-based compensation expense included in costs and expenses, net of tax | $ 5,369 | $ 5,396 |
Stock Repurchase Program (Detai
Stock Repurchase Program (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended |
May 31, 2021 | Mar. 31, 2022 | |
Stock Repurchase Program | ||
Stock repurchase program, authorized amount | $ 150,000 | |
Stock repurchase program, expiration date | Dec. 31, 2022 | |
Common stock repurchased and retired (in shares) | 8 | |
Common stock repurchased and retired | $ 90,489 | |
Stock repurchase program, remaining authorized repurchase amount | $ 32,400 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Taxes | ||
Income tax (benefit) expense | $ 17,664 | $ 432 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended |
Apr. 30, 2022 | Mar. 31, 2022 | |
Subsequent Event | ||
Common stock repurchased and retired (in shares) | 8 | |
Common stock repurchased and retired | $ 90,489 | |
Subsequent Event | ||
Subsequent Event | ||
Common stock repurchased and retired (in shares) | 1.3 | |
Common stock repurchased and retired, weighted-average price (in dollars per share) | $ 12.14 | |
Common stock repurchased and retired | $ 15,900 |