Document and Entity Information
Document and Entity Information - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001446847 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 | 156,129,046 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 110,164 | $ 656,203 |
Accounts receivable, net | 124,546 | 115,458 |
Prepaid expenses and other current assets | 18,112 | 7,715 |
Restricted cash | 788 | 1,250 |
Total current assets | 253,610 | 780,626 |
Restricted cash, net of current portion | 510 | 485 |
Accounts receivable, net of current portion | 14,589 | |
Property and equipment, net | 5,630 | 6,288 |
Operating lease right-of-use assets | 12,956 | 14,023 |
Intangible assets, net | 3,889 | |
Deferred tax assets | 243,645 | 283,661 |
Other assets | 3,823 | 847 |
Total assets | 524,063 | 1,100,519 |
Current liabilities: | ||
Accounts payable | 4,698 | 483 |
Accrued research and development costs | 10,735 | 5,258 |
Accrued expenses and other current liabilities | 62,714 | 16,700 |
Current portion of operating lease liabilities | 3,111 | 3,065 |
Current portion of convertible senior notes | 199,321 | |
Note hedge warrants | 19 | |
Total current liabilities | 280,579 | 25,525 |
Convertible senior notes, net of current portion | 198,141 | 396,251 |
Operating lease obligations, net of current portion | 15,074 | 16,599 |
Revolving credit facility | 325,000 | |
Other liabilities | 30,948 | 9,766 |
Commitments and contingencies | ||
Ironwood Pharmaceuticals, Inc. Stockholders' equity: | ||
Class A Common Stock, $0.001 par value, 500,000,000 shares authorized and 156,125,676 shares issued and outstanding at September 30, 2023 and 500,000,000 shares authorized and 154,026,949 shares issued and outstanding at December 31, 2022 | 156 | 154 |
Additional paid-in capital | 1,374,908 | 1,348,600 |
Accumulated deficit | (1,697,528) | (696,376) |
Accumulated other comprehensive income (loss) | (752) | |
Total Ironwood Pharmaceuticals, Inc. stockholders' equity (deficit) | (323,216) | 652,378 |
Noncontrolling interests | (2,463) | |
Total stockholders' equity (deficit) | (325,679) | 652,378 |
Total liabilities and stockholders' equity | $ 524,063 | $ 1,100,519 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 156,125,676 | 154,026,949 |
Common stock, shares outstanding | 156,125,676 | 154,026,949 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 113,739 | $ 108,637 | $ 325,182 | $ 303,397 |
Revenue from Contract with Customer, Product and Service | Collaborative arrangements revenue | Collaborative arrangements revenue | Collaborative arrangements revenue | Collaborative arrangements revenue |
Costs and expenses: | ||||
Research and development | $ 32,985 | $ 11,545 | $ 80,409 | $ 33,819 |
Selling, general and administrative | 36,046 | 28,619 | 119,647 | 87,604 |
Restructuring expenses | 4,685 | 17,696 | ||
Acquired in-process research and development | 1,090,449 | |||
Total costs and expenses | 73,716 | 40,164 | 1,308,201 | 121,423 |
Income (loss) from operations | 40,023 | 68,473 | (983,019) | 181,974 |
Other income (expense): | ||||
Interest expense and other financing costs | (9,839) | (1,524) | (13,206) | (6,072) |
Interest and investment income | 1,748 | 2,807 | 17,777 | 4,055 |
Gain on derivatives | 151 | 19 | 200 | |
Other income (expense), net | (8,091) | 1,434 | 4,590 | (1,817) |
Income (loss) before income taxes | 31,932 | 69,907 | (978,429) | 180,157 |
Income tax expense | (17,982) | (19,590) | (51,385) | (53,959) |
Net income (loss) | 13,950 | 50,317 | (1,029,814) | 126,198 |
Less: Net income (loss) attributable to noncontrolling interests | (1,371) | (28,662) | ||
Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. | $ 15,321 | $ 50,317 | $ (1,001,152) | $ 126,198 |
Net income (loss) per share attributable to Ironwood Pharmaceuticals, Inc. shareholders - basic (in dollars per share) | $ 0.10 | $ 0.33 | $ (6.45) | $ 0.82 |
Net income (loss) per share attributable to Ironwood Pharmaceuticals, Inc. shareholders - diluted (in dollars per share) | $ 0.09 | $ 0.28 | $ (6.45) | $ 0.69 |
Weighted average shares used in computing net income (loss) per share attributable to Ironwood Pharmaceuticals, Inc. shareholders - basic (in shares) | 155,886 | 153,066 | 155,240 | 154,713 |
Weighted average shares used in computing net income (loss) per share attributable to Ironwood Pharmaceuticals, Inc. shareholders - diluted (in shares) | 186,891 | 184,465 | 155,240 | 186,504 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. | ||||
Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. | $ 15,321 | $ 50,317 | $ (1,001,152) | $ 126,198 |
Other comprehensive loss, net of tax: | ||||
Currency translation adjustment | (307) | (307) | ||
Defined benefit pension plan | (464) | (464) | ||
Total other comprehensive loss, net of tax | (771) | (771) | ||
Less: Other comprehensive loss attributable to noncontrolling interest | (19) | (19) | ||
Comprehensive income (loss) attributable to Ironwood Pharmaceuticals, Inc. | $ 14,569 | $ 50,317 | $ (1,001,904) | $ 126,198 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total Ironwood Pharmaceuticals, Inc. Stockholders' equity (deficit) Cumulative Effect, Period of Adoption, Adjustment | Total Ironwood Pharmaceuticals, Inc. Stockholders' equity (deficit) | Common Stock | Additional paid-in capital Cumulative Effect, Period of Adoption, Adjustment | Additional paid-in capital | Accumulated deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated deficit | Accumulated other comprehensive income (loss) | Noncontrolling Interest | Cumulative Effect, Period of Adoption, Adjustment | Total |
Balance at Dec. 31, 2021 | $ (44,050) | $ 605,911 | $ 162 | $ (110,217) | $ 1,543,357 | $ 66,167 | $ (937,608) | $ (44,050) | $ 605,911 | ||
Balance (in shares) at Dec. 31, 2021 | 162,036,461 | ||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||
Issuance of common stock related to share-based awards and employee stock purchase plan | 1,521 | $ 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 | 6,089 | ||||||||
Repurchases of common stock | (90,489) | $ (8) | (90,481) | (90,489) | |||||||
Repurchases of common stock (in shares) | (8,009,272) | ||||||||||
Net income (loss) | 38,801 | 38,801 | 38,801 | ||||||||
Balance at Mar. 31, 2022 | 517,783 | $ 155 | 1,350,268 | (832,640) | 517,783 | ||||||
Balance (in shares) at Mar. 31, 2022 | 155,115,155 | ||||||||||
Balance at Dec. 31, 2021 | (44,050) | 605,911 | $ 162 | (110,217) | 1,543,357 | 66,167 | (937,608) | (44,050) | 605,911 | ||
Balance (in shares) at Dec. 31, 2021 | 162,036,461 | ||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||
Net income (loss) | 126,198 | ||||||||||
Balance at Sep. 30, 2022 | 591,063 | $ 153 | 1,336,153 | (745,243) | 591,063 | ||||||
Balance (in shares) at Sep. 30, 2022 | 153,319,417 | ||||||||||
Balance at Dec. 31, 2021 | $ (44,050) | 605,911 | $ 162 | $ (110,217) | 1,543,357 | $ 66,167 | (937,608) | $ (44,050) | 605,911 | ||
Balance (in shares) at Dec. 31, 2021 | 162,036,461 | ||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||
Repurchases of common stock | $ (123,400) | ||||||||||
Repurchases of common stock (in shares) | (10,800,000) | ||||||||||
Balance at Dec. 31, 2022 | 652,378 | $ 154 | 1,348,600 | (696,376) | $ 652,378 | ||||||
Balance (in shares) at Dec. 31, 2022 | 154,026,949 | 154,026,949 | |||||||||
Balance at Mar. 31, 2022 | 517,783 | $ 155 | 1,350,268 | (832,640) | $ 517,783 | ||||||
Balance (in shares) at Mar. 31, 2022 | 155,115,155 | ||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||
Issuance of common stock related to share-based awards and employee stock purchase plan | 4,315 | $ 1 | 4,314 | 4,315 | |||||||
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) | 818,235 | ||||||||||
Share-based compensation expense related to share-based awards and employee stock purchase plan | 6,601 | 6,601 | 6,601 | ||||||||
Repurchases of common stock | (32,896) | $ (3) | (32,893) | (32,896) | |||||||
Repurchases of common stock (in shares) | (2,757,081) | ||||||||||
Net income (loss) | 37,080 | 37,080 | 37,080 | ||||||||
Balance at Jun. 30, 2022 | 532,883 | $ 153 | 1,328,290 | (795,560) | 532,883 | ||||||
Balance (in shares) at Jun. 30, 2022 | 153,176,309 | ||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||
Issuance of common stock related to share-based awards and employee stock purchase plan | 796 | 796 | 796 | ||||||||
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) | 143,108 | ||||||||||
Share-based compensation expense related to share-based awards and employee stock purchase plan | 7,067 | 7,067 | 7,067 | ||||||||
Net income (loss) | 50,317 | 50,317 | 50,317 | ||||||||
Balance at Sep. 30, 2022 | 591,063 | $ 153 | 1,336,153 | (745,243) | 591,063 | ||||||
Balance (in shares) at Sep. 30, 2022 | 153,319,417 | ||||||||||
Balance at Dec. 31, 2022 | 652,378 | $ 154 | 1,348,600 | (696,376) | $ 652,378 | ||||||
Balance (in shares) at Dec. 31, 2022 | 154,026,949 | 154,026,949 | |||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||
Issuance of common stock related to share-based awards and employee stock purchase plan | 1,629 | $ 1 | 1,628 | $ 1,629 | |||||||
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) | 1,319,154 | ||||||||||
Share-based compensation expense related to share-based awards and employee stock purchase plan | 7,131 | 7,131 | 7,131 | ||||||||
Net income (loss) | 45,714 | 45,714 | 45,714 | ||||||||
Balance at Mar. 31, 2023 | 706,852 | $ 155 | 1,357,359 | (650,662) | 706,852 | ||||||
Balance (in shares) at Mar. 31, 2023 | 155,346,103 | ||||||||||
Balance at Dec. 31, 2022 | 652,378 | $ 154 | 1,348,600 | (696,376) | $ 652,378 | ||||||
Balance (in shares) at Dec. 31, 2022 | 154,026,949 | 154,026,949 | |||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||
Net income (loss) | $ (1,029,814) | ||||||||||
Balance at Sep. 30, 2023 | (323,216) | $ 156 | 1,374,908 | (1,697,528) | $ (752) | $ (2,463) | $ (325,679) | ||||
Balance (in shares) at Sep. 30, 2023 | 156,125,676 | 156,125,676 | |||||||||
Balance at Mar. 31, 2023 | 706,852 | $ 155 | 1,357,359 | (650,662) | $ 706,852 | ||||||
Balance (in shares) at Mar. 31, 2023 | 155,346,103 | ||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||
Issuance of common stock related to share-based awards and employee stock purchase plan | 1,366 | $ 1 | 1,365 | 1,366 | |||||||
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) | 681,545 | ||||||||||
Share-based compensation expense related to share-based awards and employee stock purchase plan | 8,265 | 8,265 | 8,265 | ||||||||
Non-controlling interests on acquisition of VectivBio Holding AG | 26,218 | 26,218 | |||||||||
Net income (loss) | (1,062,187) | (1,062,187) | (27,291) | (1,089,478) | |||||||
Balance at Jun. 30, 2023 | (345,704) | $ 156 | 1,366,989 | (1,712,849) | (1,073) | (346,777) | |||||
Balance (in shares) at Jun. 30, 2023 | 156,027,648 | ||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||
Issuance of common stock related to share-based awards and employee stock purchase plan | 13 | 13 | 13 | ||||||||
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) | 98,028 | ||||||||||
Share-based compensation expense related to share-based awards and employee stock purchase plan | 7,906 | 7,906 | 7,906 | ||||||||
Net income (loss) | 15,321 | 15,321 | (1,371) | 13,950 | |||||||
Other comprehensive income, net of tax | (752) | (752) | (19) | (771) | |||||||
Balance at Sep. 30, 2023 | $ (323,216) | $ 156 | $ 1,374,908 | $ (1,697,528) | $ (752) | $ (2,463) | $ (325,679) | ||||
Balance (in shares) at Sep. 30, 2023 | 156,125,676 | 156,125,676 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,029,814) | $ 126,198 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 1,063 | 1,078 |
Share-based compensation expense | 23,301 | 19,757 |
Change in fair value of note hedge warrants | (19) | (1,315) |
Change in fair value of convertible note hedges | 1,115 | |
Non-cash interest expense | 1,473 | 1,453 |
Acquired in-process research and development | 1,090,449 | |
Deferred income taxes | 41,316 | 45,610 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 5,501 | 7,056 |
Prepaid expenses and other current assets | (1,881) | 1,578 |
Operating lease right-of-use assets | 1,067 | 985 |
Other assets | (354) | 137 |
Accounts payable and accrued expenses | 24,927 | (6,108) |
Accrued research and development costs | (11,470) | (10,223) |
Operating lease liabilities | (1,479) | (1,474) |
Other liabilities | 3,513 | 8,734 |
Net cash provided by operating activities | 147,593 | 194,581 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (62) | (163) |
Acquisition of VectivBio Holding AG, net of cash acquired | (1,022,068) | |
Net cash used in investing activities | (1,022,130) | (163) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options and employee stock purchase plan | 5,359 | 6,734 |
Repayment of 2022 Convertible Notes | (120,699) | |
Proceeds from revolving credit facility | 400,000 | |
Costs associated with revolving credit facility | (2,295) | |
Repayments of revolving credit facility | (75,000) | |
Repurchases of common stock | (126,394) | |
Net cash provided by (used in) financing activities | 328,064 | (240,359) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (3) | |
Net decrease in cash, cash equivalents and restricted cash | (546,476) | (45,941) |
Cash, cash equivalents and restricted cash, beginning of period | 657,938 | 621,864 |
Cash, cash equivalents and restricted cash, end of period | $ 111,462 | $ 575,923 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||||
Cash and cash equivalents | $ 110,164 | $ 656,203 | $ 574,188 | |
Restricted cash | 1,298 | 1,700 | 1,735 | |
Total cash, cash equivalents, and restricted cash | $ 111,462 | $ 657,938 | $ 575,923 | $ 621,864 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2023 | |
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 ® ® 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 In June 2023, the Company completed a tender offer to purchase outstanding ordinary shares of VectivBio Holding AG (“VectivBio”), a clinical-stage biotechnology company focused on the discovery and development of treatments for severe, rare GI conditions for which there is a significant unmet medical need. As of September 30, 2023, Ironwood holds 98% of VectivBio’s outstanding ordinary shares and intends to effect a statutory squeeze-out merger under Swiss law to acquire all remaining shares. Through the acquisition, the Company is advancing apraglutide, a next-generation, synthetic peptide analog of glucagon-like peptide-2 (“GLP-2”), for rare GI diseases, including short bowel syndrome with intestinal failure (“SBS-IF”). 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, a 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 | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022, which was filed with the SEC on February 16, 2023 (the “2022 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 September 30, 2023, and the results of its operations for the three and nine months ended September 30, 2023 and 2022, its statements of stockholders’ equity (deficit) for the three and nine months ended September 30, 2023 and 2022, and its cash flows for the nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 and 2022 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 as of September 30, 2023 include the accounts of Ironwood, its wholly-owned subsidiaries, Ironwood Pharmaceuticals Securities Corporation and Ironwood Pharmaceuticals GmbH, as well as Ironwood’s majority-owned subsidiary, VectivBio, and VectivBio’s wholly-owned subsidiaries, VectivBio AG, VectivBio Comet AG, GlyPharma Therapeutic Inc. and VectivBio US, Inc. All intercompany transactions and balances are eliminated in consolidation. For consolidated entities in which the Company owns less than 100% of the outstanding shares, the Company records net income (loss) and comprehensive income (loss) attributable to noncontrolling interests in its consolidated statements of income (loss) and comprehensive income (loss), respectively, equal to the percentage of the common stock ownership interest retained in such entities by the noncontrolling parties. The Company reports noncontrolling interests in consolidated entities as a component of equity separate from the Company’s equity. The Company acquired control of VectivBio and its subsidiaries on June 29, 2023 (Note 3). Accordingly, the accompanying condensed consolidated financial statements reflect the results of operations and cash flows of VectivBio and its subsidiaries from the acquisition date through September 30, 2023. 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 fair value of assets acquired and liabilities assumed in acquisitions; 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; fair value of derivatives; income taxes, including uncertain tax positions and 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 Foreign Currency Translation For subsidiaries with a different functional currency than the U.S. dollar, assets and liabilities are translated at the exchange rate as of the balance sheet date and income and expense items are translated at the average exchange rate for the reporting period. Adjustments resulting from the translation of the financial statements of foreign subsidiaries are recorded in accumulated comprehensive income (loss), a separate component of stockholders’ equity. Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated into a single identifiable asset or group of similar identifiable assets. The Company accounts for business combinations using the acquisition method of accounting, which requires the acquiring entity to recognize the fair value of assets acquired and liabilities assumed and establishes the acquisition date as the fair value measurement point. The Company determines the fair value of assets acquired and liabilities assumed based on management’s estimate of the fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Transaction costs are expensed as incurred. The Company accounts for asset acquisitions that are not determined to be a business combination by recognizing net assets based on the consideration paid, inclusive of transaction costs, on a relative fair value basis. In an asset acquisition, the cost allocated to acquired in-process research and development (“IPR&D”) with no alternative future use is charged to research and development expense at the acquisition date. The Company classifies asset acquisitions of acquired IPR&D as investing activities on its condensed consolidated statements of cash flows. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company did not adopt any new accounting pronouncements during the three and nine months ended September 30, 2023 that had a material effect on its condensed consolidated financial statements. 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. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Disclosure Text Block | |
Acquisitions | 3. Acquisitions On June 29, 2023, the Company completed a tender offer to purchase the outstanding ordinary shares of VectivBio (the “VectivBio Shares”) at a price per share of $17.00, net to the shareholders of VectivBio in cash, without interest and subject to any applicable withholding taxes (the “VectivBio Acquisition”). The aggregate consideration paid by the Company to acquire the shares accepted for payment was approximately $1.2 billion. The Company financed the acquisition through proceeds from the borrowings under the Revolving Credit Agreement (as defined elsewhere below), cash on hand, and cash of VectivBio. As of September 30, 2023, the Company holds 98% of the outstanding VectivBio Shares. The Company intends to effect a squeeze-out merger under Swiss law to acquire all the remaining outstanding VectivBio Shares in the fourth quarter of 2023. The remaining outstanding VectivBio Shares are expected to be settled by the Company in cash for $26.3 million. The total purchase consideration for VectivBio is as follows (in thousands): Cash consideration paid to selling shareholders (1) $ 1,041,391 Cash consideration paid to settle VectivBio restricted stock units (“RSUs”) and stock options (2) 78,003 Cash consideration paid to settle VectivBio warrants (3) 3,720 Transaction costs 26,270 Fair value of noncontrolling interest (4) 26,218 Total purchase consideration $ 1,175,602 (1) The cash consideration paid to selling shareholders was determined based on the total number of VectivBio Shares tendered at closing of 61,258,315 at a per share price of $17.00 . (2) The cash consideration paid to settle VectivBio RSUs and stock options issued under VectivBio’s equity incentive plans was determined based on the total number of underlying VectivBio Shares of 8,904,171 at a per share price of $17.00 , less the exercise price for stock options. (3) The cash consideration paid to settle VectivBio warrants was determined based on the total number of VectivBio warrant shares outstanding at close of 324,190 at a per share price of $11.4757 calculated as the per share price of $17.00 , less the exercise price of $5.5243 per share. (4) T he fair value of the non-controlling interest was determined based on the total number of VectivBio Shares outstanding at closing of 1,547,723 at the closing date of the tender offer, using the VectivBio closing share price on June 28, 2023 of $16.94 . All consideration was paid prior to September 30, 2023 with the exception of $4.0 million of transaction costs. The VectivBio Acquisition was accounted for as an asset acquisition under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, Research and Development The following is the allocation of the purchase consideration based on the relative fair value of assets acquired and liabilities assumed by the Company (in thousands): Assets acquired Cash and cash equivalents $ 123,340 Prepaid expenses and other current assets 10,867 Property and equipment 126 Intangible assets 4,100 Acquired in-process research and development 1,090,449 Total assets acquired $ 1,228,882 Liabilities assumed Current liabilities 37,377 Other liabilities 15,903 Total liabilities assumed $ 53,280 Net assets acquired $ 1,175,602 Intangible assets are comprised of the assembled workforce and are amortized on a straight-line basis over an estimated useful life of five years. The Company recognized $0.2 million of amortization expense during each of the three and nine months ended September 30, 2023 and the net carrying value of the assembled workforce was $3.9 million. The Company incurred acquisition-related expenses of $8.5 million and $53.8 million, respectively, for the three and nine months ended September 30, 2023, of which $3.7 million and $24.5 million, respectively, were included in selling, general and administrative expenses, $0.2 million and $15.0 million, respectively, were included in research and development expense, and $4.7 million and $14.2 million, respectively, were included in restructuring expense within the Company’s condensed consolidated statement of income (loss) for the three and nine months ended September 30, 2023. Acquisition-related expenses include direct and incremental costs incurred in connection with the transaction, including integration-related professional services and employee retention-related benefits. Acquisition-related expenses exclude transaction costs included in the computation of total consideration paid. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
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Net Income (Loss) Per Share | 4. Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per common share (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 (1) 2022 Numerator: Net income (loss) $ 13,950 $ 50,317 $ (1,029,814) $ 126,198 Less: Net income (loss) attributable to noncontrolling interests (1,371) — (28,662) — Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. 15,321 50,317 (1,001,152) 126,198 Add back interest expense, net of tax benefit, on assumed conversion of 2024 Convertible Notes 448 445 — 1,335 Add back interest expense, net of tax benefit, on assumed conversion of 2026 Convertible Notes 669 667 — 2,000 Numerator used in computing net income (loss) per share — diluted $ 16,438 $ 51,429 $ (1,001,152) $ 129,533 Denominator: Weighted average number of common shares outstanding used in computing net income (loss) per share — basic 155,886 153,066 155,240 154,713 Effect of dilutive securities: Stock options 88 283 — 318 Time-based restricted stock units 445 966 — 1,278 Performance-based restricted stock units 573 225 — 196 Restricted stock 24 49 — 122 Shares subject to issuance under Employee Stock Purchase Plan 7 8 — 9 2024 Convertible Notes assumed conversion 14,934 14,934 — 14,934 2026 Convertible Notes assumed conversion 14,934 14,934 — 14,934 Dilutive potential common shares Weighted average number of common shares outstanding used in computing net income (loss) per share — diluted 186,891 184,465 155,240 186,504 Net income (loss) per share — basic $ 0.10 $ 0.33 $ (6.45) $ 0.82 Net income (loss) per share — diluted $ 0.09 $ 0.28 $ (6.45) $ 0.69 (1) During the nine months ended September 30, 2023, the Company was in a net loss position, and therefore, did not differentiate basic and diluted earnings per share. 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 Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Stock options 4,744 5,847 4,896 6,021 Time-based restricted stock units 1,626 139 1,042 64 Performance-based restricted stock units 216 528 164 572 Note Hedge Warrants — 8,318 3,364 8,318 Total 6,586 14,832 9,466 14,975 |
Collaboration, License, and Oth
Collaboration, License, and Other Agreements | 9 Months Ended |
Sep. 30, 2023 | |
Disclosure Text Block | |
Collaboration, License, and Other Agreements | 5. Collaboration, License and Other Agreements The Company has 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 following table provides amounts included in the Company’s condensed consolidated statements of income (loss) as collaborative arrangements revenue attributable to transactions from these arrangements and other agreements (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Collaborative Arrangements Revenue 2023 2022 2023 2022 Linaclotide Collaboration and License Agreements: AbbVie (North America) $ 110,730 $ 106,085 $ 318,548 $ 296,047 AbbVie (Europe and other) 714 709 2,071 1,847 AstraZeneca (China, including Hong Kong and Macau) 174 144 386 484 Astellas (Japan) 432 520 1,305 1,543 Other Agreements: Alnylam (GIVLAARI) — 814 — 2,222 AKP (apraglutide) 934 — 997 — Other 755 365 1,875 1,254 Total collaborative arrangements revenue $ 113,739 $ 108,637 $ 325,182 $ 303,397 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 and nine months ended September 30, 2023 and 2022. 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 an upfront licensing fee, equity investment, and development and regulatory milestones, 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. In addition, 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. During the three and nine months ended September 30, 2023, the Company incurred $1.7 million and $5.1 million, respectively, in total research and development expenses under the linaclotide collaboration for North America. During the three and nine months ended September 30, 2022, the Company incurred $1.6 million and $5.3 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 $2.9 million and $9.0 million in incremental research and development costs during the three and nine months ended September 30, 2023, respectively, and incurred $2.2 million and $6.7 million in incremental research and development costs during the three and nine months ended September 30, 2022, 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 linaclotide collaboration arrangement for North America and concluded that all development-period performance obligations had been satisfied as of September 2012. 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. 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 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 linaclotide collaboration agreement 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. linaclotide Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Collaborative arrangements revenue related to sales of LINZESS in the U.S. $ 110,089 $ 105,224 $ 316,476 $ 293,995 Royalty revenue 641 861 2,072 2,052 Total collaborative arrangements revenue $ 110,730 $ 106,085 $ 318,548 $ 296,047 The Company incurred $9.5 million and $28.8 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 for the three and nine months ended September 30, 2023, respectively. The Company incurred $8.9 million and $26.2 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 for the three and nine months ended September 30, 2022, respectively. ® 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 other 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 $42.5 million. The Company recognized $ 0.7 million and $ 2.1 million of royalty revenue during the three and nine months ended September 30 , 2023 , respectively. The Company recognized $0.7 million and $1.8 million of royalty revenue during the three and nine months ended September 30, 2022, respectively. 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 $0.4 million and $1.3 million of royalty revenue during the three and nine months ended September 30, 2023, respectively. The Company recognized $0.5 million and $1.5 million of royalty revenue during the three and nine months ended September 30, 2022, respectively. 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 $0.4 million of royalty revenue during the three and nine months ended September 30, 2023, respectively. The Company recognized an insignificant amount and $0.5 million of royalty revenue during the three and nine months ended September 30, 2022, respectively. The Company is entitled to receive non-contingent payments totaling At , 2023, the non-contingent receivable due from AstraZeneca was $ million and was classified as current. At December 31, 2022, the current portion and the non-current portion of the non-contingent receivable due from AstraZeneca were $10.0 million and $14.6 million, respectively. Other Collaboration and License Agreements Collaboration and License Option Agreement with COUR In November 2021, the Company entered into the COUR Collaboration Agreement, pursuant to which the Company has been granted an option (the “Option”) to acquire an exclusive license to research, develop, manufacture and commercialize, in the U.S., products containing CNP-104, a tolerizing immune modifying nanoparticle (“CNP-104”) for the treatment of primary biliary cholangitis (“PBC”). COUR has initiated a clinical study to evaluate the safety, tolerability, and pharmacodynamic effects and efficacy of CNP-104 in PBC patients. Pursuant to the terms of the COUR Collaboration Agreement, the Company made an upfront, non-refundable payment of $6.0 million to COUR during the year ended December 31, 2021, and agreed to pay $13.5 million in total non-contingent payments and milestone payments 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. During the year ended December 31, 2021, the Company recognized research and development expense totaling $19.5 million related to the up-front payment, non-contingent payment, and milestone payments for which payment was probable to occur. At December 31, 2022, payment obligations of $3.8 million were included in accrued research and development costs. No payment obligations remained as of September 30, 2023. In April 2023, the Company and COUR executed an amendment to the COUR Collaboration Agreement, in which the Company agreed to pay a one-time, non-refundable, upfront payment of $6.0 million to COUR in exchange for the right to apply a credit of $6.6 million against future amounts due to COUR in connection with the exercise of the Option, commercial milestones, or royalties. In connection with such payment, COUR also granted the Company a right of first negotiation over certain additional potential research and development programs. The $6.0 million payment was recognized as research and development expense in the second quarter of 2023. Development and Commercialization Agreement with AKP Pursuant to the terms of the development and commercialization agreement, using the exchange rate at the inception of the agreement, VectivBio received an upfront payment of JPY 3,000 million ($24.6 million at date of agreement) and is eligible to receive development related payments of JPY 1,600 million in the aggregate ($13.1 million at date of agreement), development milestones of JPY 1,000 million ($8.2 million at date of agreement) and up to JPY 19,000 million ($155.8 million at date of agreement) of commercial and sales-based milestone payments. VectivBio is also eligible to receive payments in the commercial period for manufacturing supply equal to cost-plus manufacturing mark-up and tiered royalties of up to a mid-double-digit percentage on product sales continuing until the later of (i) expiration of regulatory exclusivity in Japan, or (ii) expiration of the last valid patent claim that provides exclusivity to apraglutide in Japan (the “Royalty Term”). The development and commercialization agreement will terminate upon the expiration of the Royalty Term. The Company evaluated the development and commercialization agreement under the provisions of ASC Topic 606, Revenue from Contracts with Customers assessed that it provided a right to use the license as the license exists (in terms of form and functionality) at the point in time at which it is granted and therefore, was satisfied at the inception of the arrangement. The development activities are being recognized over time as the Company performs development activities related to the global trials. The Company recognizes revenue associated with the development activities using an input method, according to the costs incurred, which in management’s judgment, is the best measure of progress towards satisfying the performance obligation. In connection with the acquisition of VectivBio, the Company accounted for the acquisition as an asset acquisition, which required that it recognize the deferred revenue at its fair value of $4.3 million on June 28, 2023. The Company recognized $0.9 million and $1.0 million of revenue during the three and nine months ended September 30, 2023, respectively. As of September 30, 2023, deferred revenue of $2.6 million is reported within accrued expenses and other current liabilities and $0.6 million is reported within other liabilities on the condensed consolidated balance sheets. Deferred revenue is expected to be recognized over the course of the development activities, which are currently estimated to occur through 2028. License Agreement with Ferring In August 2012, as subsequently amended and restated in December 2016, GlyPharma Therapeutic Inc., a subsidiary of VectivBio (“GlyPharma”), entered into an exclusive licensing agreement with Ferring International Center, S.A. (“Ferring”), pursuant to which Ferring granted GlyPharma an exclusive, worldwide, sublicensable license under certain patent rights and know-how controlled by Ferring relating to apraglutide and certain know-how controlled by Ferring relating to specified alternate drug compounds, to research, develop, manufacture, make, have made, import, export, use, sell, distribute, promote, advertise, dispose of or offer to sell (i) products containing apraglutide whose manufacture, use or sale is covered by a valid claim of the licensed patents, or licensed products and (ii) products, containing a specified alternate drug compound, or alternate drug products. In April 2021, the license agreement was transferred and assigned to VectivBio AG, a subsidiary of VectivBio. Under the license agreement, as partial consideration for the rights Ferring granted to it, VectivBio AG is required to pay Ferring a high single-digit royalty on worldwide annual net sales of licensed products and alternate drug products until, on a country-by-country basis and licensed product-by-licensed product or alternate drug product-by-alternate drug product basis, as applicable, the date on which the manufacture, use or sale of such licensed product or alternate drug product, as applicable, ceases to be covered by a valid claim of a patent within the licensed patents in such country. GlyPharma was also required to pay Ferring a certain number of warrants and Class A preferred shares pursuant to a shareholders’ agreement. The equity obligations under the license agreement have been fully performed by GlyPharma. The Company is also obligated to pay a specified percentage of the annual consideration VectivBio AG or its affiliates, including us, received in connection with sales of licensed product or alternate drug product by any third parties to which VectivBio AG or its affiliates, including us, grant a sublicense of any of the rights licensed to VectivBio AG by Ferring under this Agreement. Such percentage is in the high single digits for sales of both licensed products and alternate drug products, and such payments are owed for the duration of the royalty term for licensed products or alternate drug products, as applicable. Other Agreements Disease Education and Promotional Agreement with Alnylam In August 2019, the Company and Alnylam Pharmaceuticals, Inc. (“Alnylam”) entered into a disease education and promotional agreement (the “Alnylam Agreement”) for Alnylam’s GIVLAARI (givosiran) for the treatment of acute hepatic porphyria. 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. The Company remained eligible to receive royalties based on a percentage of net sales of GIVLAARI that are directly attributable to the Company’s promotional efforts through September 30, 2022, which was one year following the termination of the agreement. During the three and nine months ended September 30, 2022, the Company recognized $0.8 million and $2.2 million, respectively, in royalty revenue. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Disclosure Text Block | |
Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments The tables below present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 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 September 30, Identical Assets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 29,420 $ 29,420 $ — $ — U.S. Treasury securities 10,372 — 10,372 — Commercial paper 32,587 — 32,587 — Restricted cash: Money market funds 1,298 1,298 — — Total assets measured at fair value $ 73,677 $ 30,718 $ 42,959 $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 250,313 $ 250,313 $ — $ — Repurchase agreements 261,075 — 261,075 — Commercial paper 138,809 — 138,809 — Restricted cash: Money market funds 1,735 1,735 — — Total assets measured at fair value $ 651,932 $ 252,048 $ 399,884 $ — Liabilities: Note hedge warrants $ 19 $ — $ — $ 19 Total liabilities measured at fair value $ 19 $ — $ — $ 19 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 September 30, 2023 and December 31, 2022 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, which expired unexercised in June 2022, and Note Hedge Warrants, which expired unexercised in April 2023, were recorded as derivative assets and liabilities, respectively, and were classified as Level 3 measurements under the fair value hierarchy. These derivatives were not actively traded and were valued using the Black-Scholes option The following inputs were used in the fair market valuation of the Note Hedge Warrants: December 31, 2022 Risk-free interest rate (1) 4.5 % Expected term 0.3 Stock price (2) $ 12.39 Strike price (3) $ 18.82 Common stock volatility (4) 27.1 % Dividend yield (5) — % (1) (2) The closing price of the Company’s Class A Common Stock on the last trading day of the quarter ended December 31, 2022. (3) (4) (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 were recorded at fair value at each reporting date and changes in fair value were recorded in other income (expense), net within the Company’s condensed consolidated statements of income (loss). The following table reflects the change in the Company’s Level 3 Note Hedge Warrants from December 31, 2022 through September 30, 2023 (in thousands): Balance at December 31, 2022 $ (19) Change in fair value, recorded as a component of gain on derivatives 19 Balance at September 30, 2023 $ — Convertible Senior 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 (Note 9). 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 2024 Convertible Notes was $198.1 million and $215.9 million as of September 30, 2023 and December 31, 2022, respectively. The estimated fair value of the 2026 Convertible Notes was $195.0 million and $219.0 million as of September 30, 2023 and December 31, 2022, respectively. Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes Derivatives and Hedging Revolving Credit Agreement Non-recurring Fair Value Measurements Acquired In-Process Research & Development Assembled Workforce |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
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Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2023 December 31, 2022 Accrued compensation and benefits $ 24,971 $ 12,268 Accrued interest 9,582 188 Accrued transaction costs 3,977 — Accrued restructuring liabilities 8,609 — Accrued taxes 1,274 656 Other 14,301 3,588 Total accrued expenses and other current liabilities $ 62,714 $ 16,700 As of September 30, 2023, other accrued expenses of $14.3 million were comprised primarily of $11.6 million of uninvoiced vendor liabilities and $2.6 million of deferred revenue. As of December 31, 2022, other accrued expenses of $3.6 million were comprised primarily of $3.6 million of uninvoiced vendor liabilities. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
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Leases | 8. Leases The Company’s lease portfolio for the three and nine months ended September 30, 2023 includes: an office lease for its current headquarters location and other locations, vehicle leases for its salesforce representatives, and leases for computer and office equipment. The Company’s headquarters office lease and vehicle lease require letters of credit to secure the Company’s obligations under the lease agreements totaling $1.3 million and $1.7 million and are collateralized by money market accounts recorded as restricted cash on the Company’s condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively. Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Operating lease cost $ 627 $ 627 $ 1,880 $ 1,883 Short-term lease cost 314 274 854 798 Total lease cost $ 941 $ 901 $ 2,734 $ 2,681 Supplemental information related to leases for the periods reported is as follows: Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 2,292 $ 2,356 Weighted-average remaining lease term of operating leases (in years) 6.7 7.6 Weighted-average discount rate of operating leases 5.8 % 5.8 % 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 commencement, the Company recorded a right-of-use asset and a lease liability using an incremental borrowing rate of 5.8%. At September 30, 2023, the balances of the right-of-use asset and operating lease liability were $13.0 million and $18.2 million, respectively. At December 31, 2022, the balances of the right-of-use asset and operating lease liability were $14.0 million and $19.7 million, respectively. Lease costs recorded during the three and nine months ended September 30, 2023 were Future minimum lease payments as of September 30, 2023 are as follows (in thousands): 2023 (1) $ 774 2024 3,126 2025 3,189 2026 3,252 2027 3,317 2028 and thereafter 8,285 Total future minimum lease payments 21,943 Less: present value adjustment (3,758) Operating lease liabilities 18,185 Less: current portion of operating lease liabilities (3,111) Operating lease liabilities, net of current portion $ 15,074 (1) For the three months ending December 31, 2023. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Disclosure Text Block | |
Debt | 9. Debt 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. 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. Such portion of the 2022 Convertible Notes were repurchased at a premium totaling $227.3 million. In June 2022, the Company repaid the remaining $120.7 million aggregate principal amount of the 2022 Convertible Notes upon maturity. The 2022 Convertible Notes were governed by an indenture (the “2022 Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The 2022 Convertible Notes were senior unsecured obligations and bore cash interest at the annual rate of 2.25%, payable on June 15 and December 15 of each year. The 2022 Convertible Notes matured on June 15, 2022. No conversions were exercised by holders of the 2022 Convertible Notes. 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 September 30, 2023 December 31, 2022 Principal: 2024 Convertible Notes $ 200,000 $ 200,000 2026 Convertible Notes 200,000 200,000 Less: unamortized debt issuance costs (2,538) (3,749) Net carrying amount $ 397,462 $ 396,251 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 debt issuance costs are reflected as a reduction in the carrying value of the 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 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Contractual interest expense $ 1,125 $ 1,125 $ 3,375 $ 4,619 Amortization of debt issuance costs 405 399 1,212 1,453 Total interest expense $ 1,530 $ 1,524 $ 4,587 $ 6,072 Future minimum payments under the convertible senior notes as of September 30, 2023, are as follows (in thousands): 2023 (1) $ 2,250 2024 203,750 2025 3,000 2026 201,500 Total future minimum payments under the convertible senior notes 410,500 Less: amounts representing interest (10,500) Less: unamortized debt issuance costs (2,538) Convertible senior notes balance $ 397,462 (1) For the three months ending December 31, 2023. 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. The Convertible Note Hedges had an exercise price of $14.51 per share and covered 23,135,435 shares. If the 2022 Convertible Notes had been converted and the price of the Company’s Class A Common Stock was above the exercise price of the Convertible Note Hedges, the counterparties were 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. In June 2022, the Convertible Note Hedges terminated unexercised upon expiry. Concurrently with entering into the Convertible Note Hedges, the Company sold Note Hedge Warrants to the Convertible Note Hedge counterparties to acquire shares of the Company’s Class A Common Stock. An aggregate of 23,135,435 shares underlay the Note Hedge Warrants and each warrant had a strike price of $18.82 per share, subject to customary anti-dilution adjustments. The Note Hedge Warrants were exercisable over the 150-trading day period beginning on September 15, 2022. In April 2023, the Note Hedge Warrants terminated unexercised upon expiry. The Convertible Note Hedges and the Note Hedge Warrants were separate transactions entered into by the Company and were not part of the terms of 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. The Convertible Note Hedges and Note Hedge Warrants were accounted for as derivative assets and liabilities, respectively, in accordance with ASC 815, and remeasured to fair value at each reporting date (Note 6). As of December 31, 2022, the Note Hedge Warrants were classified as current liabilities on the Company’s condensed consolidated balance sheet. 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. Revolving Credit Facility At the Company’s election, borrowings under the Revolving Credit Agreement will bear interest at a rate equal to (a) Adjusted Term Secured Overnight Financing Rate (“SOFR”) (as defined in Revolving Credit Agreement) plus the applicable rate (ranging from 1.75% to 3.00%) or (b) the highest of (1) the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus one half of 1.0% The Company pays a quarterly commitment fee of 0.30% to 0.425% on the daily amount by which the commitments under the Revolving Credit Agreement exceed the outstanding loans and letters of credit. The loans and other obligations under the Revolving Credit Agreement are secured by substantially all of the Company’s personal property, including a pledge of all the capital stock of subsidiaries held directly by the Company or any subsidiary that guarantees the Revolving Credit Agreement following the closing date (which pledge, in the case of any foreign subsidiary, is limited to 65% of the voting stock), subject to certain customary exceptions and limitations. The Revolving Credit Agreement generally prohibits any other liens on the assets of the Company and its restricted subsidiaries, subject to certain exceptions as described in the Revolving Credit Agreement. Under the terms of the Revolving Credit Agreement, the Company will be able to request an increase in the commitments or the addition of a term loan secured by a pari passu lien on the collateral of up to an additional amount equal to the greater of $200.0 million and 100% of the trailing twelve-month Consolidated Adjusted EBITDA (as defined in the Revolving Credit Agreement) upon satisfaction of customary conditions, including receipt of commitments from either new lenders or increased commitments from existing lenders. The Revolving Credit Agreement contains certain customary covenants applicable to the Company and its Restricted Subsidiaries (as defined in the Revolving Credit Agreement), and commencing in the third quarter of 2023, the Company is required to maintain a maximum consolidated secured net leverage ratio of 3.00 to 1.00 and a minimum interest coverage ratio of 3.00 to 1.00, in each case at the end of each fiscal quarter. The Revolving Credit Agreement allows the Company to elect to increase the permitted maximum consolidated secured net leverage ratio to 3.50 to 1.00 for four fiscal quarters in the event it consummates an acquisition for consideration in excess of $50.0 million, subject to certain limitations on how often this election can be made. As of September 30, 2023, the Company was in compliance with all covenants. In connection with the Revolving Credit Agreement, the Company incurred $2.9 million of debt issuance costs, which primarily consisted of $2.0 million of lender fees and $0.9 million of legal and other professional fees. The debt issuance costs are classified as other assets and are amortized on a straight-line basis over the four-year term of the Revolving Credit Agreement. The Company had unamortized capitalized debt issuance costs of $2.6 million at September 30, 2023. In June 2023, the Company borrowed $400.0 million to partially finance the VectivBio Acquisition (Note 3). In September 2023, the Company repaid $75.0 million of the outstanding principal balance. The outstanding principal balance on the revolving credit facility was $325.0 million as of September 30, 2023. The following table sets forth total interest expense recognized related to Revolving Credit Agreement (in thousands): Three Months Ended Nine Months Ended September 30, 2023 September 30, 2023 Contractual interest expense $ 8,054 $ 8,269 Amortization of debt issuance costs 180 262 Other financing costs 75 88 Total interest expense $ 8,309 $ 8,619 |
Employee Stock Benefit Plans
Employee Stock Benefit Plans | 9 Months Ended |
Sep. 30, 2023 | |
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Employee Stock Benefit Plans | 10. 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 Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Share-based compensation expense: Research and development $ 1,545 $ 1,316 $ 15,655 $ 3,607 Selling, general and administrative 6,361 5,751 34,283 16,150 Restructuring expenses — — 911 — Total share-based compensation expense included in operating expenses 7,906 7,067 50,849 19,757 Income tax expense (benefit) (850) 1,165 (2,069) 724 Total share-based compensation expense, net of tax $ 7,056 $ 8,232 $ 48,780 $ 20,481 In connection with the VectivBio Acquisition, the Company incurred $27.5 million of share-based compensation expense during the second quarter of 2023 related to the vesting acceleration and settlement of outstanding VectivBio stock options and RSUs under VectivBio’s 2021 Equity Incentive Plan, of which $11.3 million was recorded within research and development expense and $16.2 million was recorded within selling, general and administrative expenses. |
Share Repurchase Plan
Share Repurchase Plan | 9 Months Ended |
Sep. 30, 2023 | |
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Share Repurchase Plan | 11. Share Repurchase Plan |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
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Income Taxes | 12. 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 Subtopic 740-270, Income Taxes – Interim Reporting During the three and nine months ended September 30, 2023, the Company recorded income tax expense of $18.0 million and $51.4 million, respectively. Due to the Company's ability to offset its pre-tax income against net operating losses, the majority of its tax provision is expected to represent a non-cash expense until its net operating losses have been fully utilized. In connection with the VectivBio Acquisition, the Company recorded a valuation allowance against VectivBio’s deferred tax assets, which are comprised primarily of net operating loss carryforwards in Switzerland. On a periodic basis, the Company reassesses the valuation allowance on its deferred income tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets. Additionally, the Company increased its reserves for uncertain tax positions by $ million in the second quarter of 2023 in connection with a liability assumed in the VectivBio Acquisition. During the three and the nine months ended September 30, 2022, the Company recorded income tax expense of $19.6 million and $54.0 million, respectively. 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. |
Workforce Reduction and Restruc
Workforce Reduction and Restructuring | 9 Months Ended |
Sep. 30, 2023 | |
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Workforce Reduction and Restructuring | 13. Workforce Reductions and Restructuring In April 2023, the Company reduced its workforce by approximately Amounts Amounts Accrued at Accrued at December 31, 2022 Charges Amount Paid Adjustments September 30, 2023 Headquarters-based workforce reduction $ — $ 2,540 $ (2,069) $ — $ 471 VectivBio Acquisition-related workforce reduction — 14,264 (3,822) (200) 10,242 Total $ — $ 16,804 $ (5,891) $ (200) $ 10,713 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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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, 2022, which was filed with the SEC on February 16, 2023 (the “2022 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 September 30, 2023, and the results of its operations for the three and nine months ended September 30, 2023 and 2022, its statements of stockholders’ equity (deficit) for the three and nine months ended September 30, 2023 and 2022, and its cash flows for the nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 and 2022 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 as of September 30, 2023 include the accounts of Ironwood, its wholly-owned subsidiaries, Ironwood Pharmaceuticals Securities Corporation and Ironwood Pharmaceuticals GmbH, as well as Ironwood’s majority-owned subsidiary, VectivBio, and VectivBio’s wholly-owned subsidiaries, VectivBio AG, VectivBio Comet AG, GlyPharma Therapeutic Inc. and VectivBio US, Inc. All intercompany transactions and balances are eliminated in consolidation. For consolidated entities in which the Company owns less than 100% of the outstanding shares, the Company records net income (loss) and comprehensive income (loss) attributable to noncontrolling interests in its consolidated statements of income (loss) and comprehensive income (loss), respectively, equal to the percentage of the common stock ownership interest retained in such entities by the noncontrolling parties. The Company reports noncontrolling interests in consolidated entities as a component of equity separate from the Company’s equity. The Company acquired control of VectivBio and its subsidiaries on June 29, 2023 (Note 3). Accordingly, the accompanying condensed consolidated financial statements reflect the results of operations and cash flows of VectivBio and its subsidiaries from the acquisition date through September 30, 2023. |
Reclassifications | Reclassifications |
Foreign Currency Translation | Foreign Currency Translation For subsidiaries with a different functional currency than the U.S. dollar, assets and liabilities are translated at the exchange rate as of the balance sheet date and income and expense items are translated at the average exchange rate for the reporting period. Adjustments resulting from the translation of the financial statements of foreign subsidiaries are recorded in accumulated comprehensive income (loss), a separate component of stockholders’ equity. |
Acquisitions | Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated into a single identifiable asset or group of similar identifiable assets. The Company accounts for business combinations using the acquisition method of accounting, which requires the acquiring entity to recognize the fair value of assets acquired and liabilities assumed and establishes the acquisition date as the fair value measurement point. The Company determines the fair value of assets acquired and liabilities assumed based on management’s estimate of the fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Transaction costs are expensed as incurred. The Company accounts for asset acquisitions that are not determined to be a business combination by recognizing net assets based on the consideration paid, inclusive of transaction costs, on a relative fair value basis. In an asset acquisition, the cost allocated to acquired in-process research and development (“IPR&D”) with no alternative future use is charged to research and development expense at the acquisition date. The Company classifies asset acquisitions of acquired IPR&D as investing activities on its condensed consolidated statements of cash flows. |
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 fair value of assets acquired and liabilities assumed in acquisitions; 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; fair value of derivatives; income taxes, including uncertain tax positions and 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 or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company did not adopt any new accounting pronouncements during the three and nine months ended September 30, 2023 that had a material effect on its condensed consolidated financial statements. 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. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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Schedule of asset acquisition | Cash consideration paid to selling shareholders (1) $ 1,041,391 Cash consideration paid to settle VectivBio restricted stock units (“RSUs”) and stock options (2) 78,003 Cash consideration paid to settle VectivBio warrants (3) 3,720 Transaction costs 26,270 Fair value of noncontrolling interest (4) 26,218 Total purchase consideration $ 1,175,602 (1) The cash consideration paid to selling shareholders was determined based on the total number of VectivBio Shares tendered at closing of 61,258,315 at a per share price of $17.00 . (2) The cash consideration paid to settle VectivBio RSUs and stock options issued under VectivBio’s equity incentive plans was determined based on the total number of underlying VectivBio Shares of 8,904,171 at a per share price of $17.00 , less the exercise price for stock options. (3) The cash consideration paid to settle VectivBio warrants was determined based on the total number of VectivBio warrant shares outstanding at close of 324,190 at a per share price of $11.4757 calculated as the per share price of $17.00 , less the exercise price of $5.5243 per share. (4) T he fair value of the non-controlling interest was determined based on the total number of VectivBio Shares outstanding at closing of 1,547,723 at the closing date of the tender offer, using the VectivBio closing share price on June 28, 2023 of $16.94 . Assets acquired Cash and cash equivalents $ 123,340 Prepaid expenses and other current assets 10,867 Property and equipment 126 Intangible assets 4,100 Acquired in-process research and development 1,090,449 Total assets acquired $ 1,228,882 Liabilities assumed Current liabilities 37,377 Other liabilities 15,903 Total liabilities assumed $ 53,280 Net assets acquired $ 1,175,602 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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Schedule of computation of basic and diluted net loss per common share | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 (1) 2022 Numerator: Net income (loss) $ 13,950 $ 50,317 $ (1,029,814) $ 126,198 Less: Net income (loss) attributable to noncontrolling interests (1,371) — (28,662) — Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. 15,321 50,317 (1,001,152) 126,198 Add back interest expense, net of tax benefit, on assumed conversion of 2024 Convertible Notes 448 445 — 1,335 Add back interest expense, net of tax benefit, on assumed conversion of 2026 Convertible Notes 669 667 — 2,000 Numerator used in computing net income (loss) per share — diluted $ 16,438 $ 51,429 $ (1,001,152) $ 129,533 Denominator: Weighted average number of common shares outstanding used in computing net income (loss) per share — basic 155,886 153,066 155,240 154,713 Effect of dilutive securities: Stock options 88 283 — 318 Time-based restricted stock units 445 966 — 1,278 Performance-based restricted stock units 573 225 — 196 Restricted stock 24 49 — 122 Shares subject to issuance under Employee Stock Purchase Plan 7 8 — 9 2024 Convertible Notes assumed conversion 14,934 14,934 — 14,934 2026 Convertible Notes assumed conversion 14,934 14,934 — 14,934 Dilutive potential common shares Weighted average number of common shares outstanding used in computing net income (loss) per share — diluted 186,891 184,465 155,240 186,504 Net income (loss) per share — basic $ 0.10 $ 0.33 $ (6.45) $ 0.82 Net income (loss) per share — diluted $ 0.09 $ 0.28 $ (6.45) $ 0.69 (1) During the nine months ended September 30, 2023, the Company was in a net loss position, and therefore, did not differentiate basic and diluted earnings per share. |
Schedule of potentially dilutive securities that have been excluded from computation of diluted weighted average shares outstanding | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Stock options 4,744 5,847 4,896 6,021 Time-based restricted stock units 1,626 139 1,042 64 Performance-based restricted stock units 216 528 164 572 Note Hedge Warrants — 8,318 3,364 8,318 Total 6,586 14,832 9,466 14,975 |
Collaboration, License, and O_2
Collaboration, License, and Other Agreements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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Schedule of revenue attributable to transactions from collaboration and license arrangements | Three Months Ended Nine Months Ended September 30, September 30, Collaborative Arrangements Revenue 2023 2022 2023 2022 Linaclotide Collaboration and License Agreements: AbbVie (North America) $ 110,730 $ 106,085 $ 318,548 $ 296,047 AbbVie (Europe and other) 714 709 2,071 1,847 AstraZeneca (China, including Hong Kong and Macau) 174 144 386 484 Astellas (Japan) 432 520 1,305 1,543 Other Agreements: Alnylam (GIVLAARI) — 814 — 2,222 AKP (apraglutide) 934 — 997 — Other 755 365 1,875 1,254 Total collaborative arrangements revenue $ 113,739 $ 108,637 $ 325,182 $ 303,397 |
AbbVie Plc | |
Table Text Blocks | |
Schedule of revenue attributable to transactions from collaboration and license arrangements | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Collaborative arrangements revenue related to sales of LINZESS in the U.S. $ 110,089 $ 105,224 $ 316,476 $ 293,995 Royalty revenue 641 861 2,072 2,052 Total collaborative arrangements revenue $ 110,730 $ 106,085 $ 318,548 $ 296,047 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Table Text Blocks | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable September 30, Identical Assets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 29,420 $ 29,420 $ — $ — U.S. Treasury securities 10,372 — 10,372 — Commercial paper 32,587 — 32,587 — Restricted cash: Money market funds 1,298 1,298 — — Total assets measured at fair value $ 73,677 $ 30,718 $ 42,959 $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 250,313 $ 250,313 $ — $ — Repurchase agreements 261,075 — 261,075 — Commercial paper 138,809 — 138,809 — Restricted cash: Money market funds 1,735 1,735 — — Total assets measured at fair value $ 651,932 $ 252,048 $ 399,884 $ — Liabilities: Note hedge warrants $ 19 $ — $ — $ 19 Total liabilities measured at fair value $ 19 $ — $ — $ 19 |
Schedule of assumptions used in fair market valuations | December 31, 2022 Risk-free interest rate (1) 4.5 % Expected term 0.3 Stock price (2) $ 12.39 Strike price (3) $ 18.82 Common stock volatility (4) 27.1 % Dividend yield (5) — % (1) (2) The closing price of the Company’s Class A Common Stock on the last trading day of the quarter ended December 31, 2022. (3) (4) (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 liabilities | Balance at December 31, 2022 $ (19) Change in fair value, recorded as a component of gain on derivatives 19 Balance at September 30, 2023 $ — |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Table Text Blocks | |
Schedule of accrued expenses and other current liabilities | September 30, 2023 December 31, 2022 Accrued compensation and benefits $ 24,971 $ 12,268 Accrued interest 9,582 188 Accrued transaction costs 3,977 — Accrued restructuring liabilities 8,609 — Accrued taxes 1,274 656 Other 14,301 3,588 Total accrued expenses and other current liabilities $ 62,714 $ 16,700 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Operating lease cost $ 627 $ 627 $ 1,880 $ 1,883 Short-term lease cost 314 274 854 798 Total lease cost $ 941 $ 901 $ 2,734 $ 2,681 Supplemental information related to leases for the periods reported is as follows: Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 2,292 $ 2,356 Weighted-average remaining lease term of operating leases (in years) 6.7 7.6 Weighted-average discount rate of operating leases 5.8 % 5.8 % |
Schedule of future minimum lease payments under non-cancelable operating leases | 2023 (1) $ 774 2024 3,126 2025 3,189 2026 3,252 2027 3,317 2028 and thereafter 8,285 Total future minimum lease payments 21,943 Less: present value adjustment (3,758) Operating lease liabilities 18,185 Less: current portion of operating lease liabilities (3,111) Operating lease liabilities, net of current portion $ 15,074 (1) For the three months ending December 31, 2023. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Table Text Blocks | |
Schedule of outstanding Convertible Note | September 30, 2023 December 31, 2022 Principal: 2024 Convertible Notes $ 200,000 $ 200,000 2026 Convertible Notes 200,000 200,000 Less: unamortized debt issuance costs (2,538) (3,749) Net carrying amount $ 397,462 $ 396,251 |
Schedule of future minimum payments details of debt | 2023 (1) $ 2,250 2024 203,750 2025 3,000 2026 201,500 Total future minimum payments under the convertible senior notes 410,500 Less: amounts representing interest (10,500) Less: unamortized debt issuance costs (2,538) Convertible senior notes balance $ 397,462 (1) For the three months ending December 31, 2023. |
Secured Debt | |
Table Text Blocks | |
Schedule of interest expense | Three Months Ended Nine Months Ended September 30, 2023 September 30, 2023 Contractual interest expense $ 8,054 $ 8,269 Amortization of debt issuance costs 180 262 Other financing costs 75 88 Total interest expense $ 8,309 $ 8,619 |
Convertible Senior Notes | |
Table Text Blocks | |
Schedule of interest expense | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Contractual interest expense $ 1,125 $ 1,125 $ 3,375 $ 4,619 Amortization of debt issuance costs 405 399 1,212 1,453 Total interest expense $ 1,530 $ 1,524 $ 4,587 $ 6,072 |
Employee Stock Benefit Plans (T
Employee Stock Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Table Text Blocks | |
Share-based compensation expense reflected in the condensed consolidated statements of operations | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Share-based compensation expense: Research and development $ 1,545 $ 1,316 $ 15,655 $ 3,607 Selling, general and administrative 6,361 5,751 34,283 16,150 Restructuring expenses — — 911 — Total share-based compensation expense included in operating expenses 7,906 7,067 50,849 19,757 Income tax expense (benefit) (850) 1,165 (2,069) 724 Total share-based compensation expense, net of tax $ 7,056 $ 8,232 $ 48,780 $ 20,481 |
Workforce Reduction and Restr_2
Workforce Reduction and Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Table Text Blocks | |
Schedule of accrued liabilities activity recorded in connection with the reductions in workforce and related restructuring activities | Amounts Amounts Accrued at Accrued at December 31, 2022 Charges Amount Paid Adjustments September 30, 2023 Headquarters-based workforce reduction $ — $ 2,540 $ (2,069) $ — $ 471 VectivBio Acquisition-related workforce reduction — 14,264 (3,822) (200) 10,242 Total $ — $ 16,804 $ (5,891) $ (200) $ 10,713 |
Nature of Business (Details)
Nature of Business (Details) | Sep. 30, 2023 |
VectivBio Holding AG and its subsidiaries | |
Acquisitions | |
Asset acquisition, ownership interest, percentage (as a percent) | 98% |
Acquisitions - General Informat
Acquisitions - General Information (Details) - VectivBio Holding AG and its subsidiaries - USD ($) $ / shares in Units, $ in Millions | Jun. 29, 2023 | Sep. 30, 2023 |
Acquisitions | ||
Asset acquisition, effective date of acquisition | Jun. 29, 2023 | |
Asset acquisition, share price (in dollars per share) | $ 17 | |
Aggregate consideration paid | $ 1,200 | |
Asset acquisition, ownership interest, percentage (as a percent) | 98% | |
Asset acquisition, remaining shares of acquiree, expected consideration | $ 26.3 |
Acquisitions - Total Considerat
Acquisitions - Total Consideration Paid - Tabular Disclosure (Details) - VectivBio Holding AG and its subsidiaries $ in Thousands | Jun. 29, 2023 USD ($) |
Asset Acquisition, Consideration Transferred | |
Cash consideration paid to selling shareholders | $ 1,041,391 |
Cash consideration paid to settle VectivBio RSUs and stock options | 78,003 |
Cash consideration paid to settle VectivBio warrant liabilities | 3,720 |
Transaction costs | 26,270 |
Fair value of non-controlling interest | 26,218 |
Total purchase consideration | $ 1,175,602 |
Acquisitions - Total Consider_2
Acquisitions - Total Consideration Paid - Additional Information (Details) - VectivBio Holding AG and its subsidiaries | Jun. 29, 2023 $ / shares shares |
Acquisitions | |
Asset acquisition, consideration transferred, cash consideration paid, selling shareholders, shares tendered, shares (in shares) | shares | 61,258,315 |
Asset acquisition, consideration transferred, cash consideration paid, selling shareholders, shares tendered, share price (in dollars per share) | $ 17 |
Asset acquisition, consideration transferred, cash consideration paid, settle restricted stock units and stock options, shares settled, shares (in shares) | shares | 8,904,171 |
Asset acquisition, consideration transferred, cash consideration paid, settle restricted stock units and stock options, shares settled, share price (in dollars per share) | $ 17 |
Asset acquisition, consideration transferred, cash consideration paid, settle warrant liabilities, warrants outstanding, shares (in shares) | shares | 324,190 |
Asset acquisition, consideration transferred, cash consideration paid, settle warrant liabilities, warrants outstanding, price per warrant (in dollars per share) | $ 11.4757 |
Asset acquisition, consideration transferred, cash consideration paid, settle warrant liabilities, warrants outstanding, share price (in dollars per share) | 17 |
Asset acquisition, consideration transferred, cash consideration paid, settle warrant liabilities, warrants outstanding, strike price (in dollars per share) | $ 5.5243 |
Asset acquisition, consideration transferred, fair value of noncontrolling interest, shares outstanding, shares (in shares) | shares | 1,547,723 |
Asset acquisition, consideration transferred, fair value of noncontrolling interest, shares outstanding, share price (in dollars per share) | $ 16.94 |
Acquisitions - Accrued Transact
Acquisitions - Accrued Transaction Costs (Details) $ in Millions | Sep. 30, 2023 USD ($) |
VectivBio Holding AG and its subsidiaries | |
Acquisitions | |
Asset acquisition, accrued transaction costs | $ 4 |
Acquisitions - Acquired In-proc
Acquisitions - Acquired In-process Research and Development (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Jun. 30, 2023 | Sep. 30, 2023 | |
Acquisitions | ||
Asset acquisition, acquired in-process research and development expense | $ 1,090,449 | |
VectivBio Holding AG and its subsidiaries | ||
Acquisitions | ||
Asset acquisition, acquired in-process research and development expense | $ 1,100,000 | $ 1,100,000 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - VectivBio Holding AG and its subsidiaries $ in Thousands | Jun. 29, 2023 USD ($) |
Acquisitions | |
Cash and cash equivalents | $ 123,340 |
Prepaid expenses and other current assets | 10,867 |
Property and equipment | 126 |
Intangible assets | 4,100 |
Acquired in-process research and development | 1,090,449 |
Total assets acquired | 1,228,882 |
Current liabilities | 37,377 |
Other liabilities | 15,903 |
Total liabilities assumed | 53,280 |
Net assets acquired | $ 1,175,602 |
Acquisitions - Finite-lived Int
Acquisitions - Finite-lived Intangible Assets (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Finite-Lived Intangible Assets, Net | ||
Intangible assets, net | $ 3,889 | $ 3,889 |
Assembled Workforce | ||
Finite-Lived Intangible Assets, Net | ||
Useful life | 5 years | 5 years |
Amortization expense | $ 200 | $ 200 |
Intangible assets, net | $ 3,900 | $ 3,900 |
Acquisitions - Expenses (Detail
Acquisitions - Expenses (Details) - VectivBio Holding AG and its subsidiaries - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Acquisitions | ||
Asset acquisition, acquisition related costs | $ 8.5 | $ 53.8 |
Selling, General and Administrative Expenses | ||
Acquisitions | ||
Asset acquisition, acquisition related costs | 3.7 | 24.5 |
Research and Development Expense | ||
Acquisitions | ||
Asset acquisition, acquisition related costs | 0.2 | 15 |
Restructuring Charges | ||
Acquisitions | ||
Asset acquisition, acquisition related costs | $ 4.7 | $ 14.2 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net income (loss) | $ 13,950 | $ (1,089,478) | $ 45,714 | $ 50,317 | $ 37,080 | $ 38,801 | $ (1,029,814) | $ 126,198 |
Less: Net income (loss) attributable to noncontrolling interests | (1,371) | (28,662) | ||||||
Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. | 15,321 | 50,317 | (1,001,152) | 126,198 | ||||
Numerator used in computing net income (loss) per share - basic | 15,321 | 50,317 | (1,001,152) | 126,198 | ||||
Numerator used in computing net income (loss) per share - diluted | $ 16,438 | $ 51,429 | $ (1,001,152) | $ 129,533 | ||||
Denominator: | ||||||||
Weighted average number of common shares outstanding used in computing net income (loss) per share - basic (in shares) | 155,886 | 153,066 | 155,240 | 154,713 | ||||
Effect of dilutive securities: | ||||||||
Weighted average number of common shares outstanding used in computing net income (loss) per share - diluted (in shares) | 186,891 | 184,465 | 155,240 | 186,504 | ||||
Net income (loss) per share - basic (in dollars per share) | $ 0.10 | $ 0.33 | $ (6.45) | $ 0.82 | ||||
Net income (loss) per share - diluted (in dollars per share) | $ 0.09 | $ 0.28 | $ (6.45) | $ 0.69 | ||||
0.75% Convertible Senior Notes due 2024 | ||||||||
Numerator: | ||||||||
Add back interest expense, net of tax benefit, on assumed conversion of convertible notes | $ 448 | $ 445 | $ 1,335 | |||||
Effect of dilutive securities: | ||||||||
Effect of dilutive securities, convertible notes | 14,934 | 14,934 | 14,934 | |||||
1.50% Convertible Senior Notes due 2026 | ||||||||
Numerator: | ||||||||
Add back interest expense, net of tax benefit, on assumed conversion of convertible notes | $ 669 | $ 667 | $ 2,000 | |||||
Effect of dilutive securities: | ||||||||
Effect of dilutive securities, convertible notes | 14,934 | 14,934 | 14,934 | |||||
Employee Stock Option | ||||||||
Effect of dilutive securities: | ||||||||
Effect of dilutive securities, share-based compensation | 88 | 283 | 318 | |||||
Time-based Restricted Stock Units | ||||||||
Effect of dilutive securities: | ||||||||
Effect of dilutive securities, share-based compensation | 445 | 966 | 1,278 | |||||
Performance-based Restricted Stock Units | ||||||||
Effect of dilutive securities: | ||||||||
Effect of dilutive securities, share-based compensation | 573 | 225 | 196 | |||||
Restricted Stock | ||||||||
Effect of dilutive securities: | ||||||||
Effect of dilutive securities, share-based compensation | 24 | 49 | 122 | |||||
Employee Stock | ||||||||
Effect of dilutive securities: | ||||||||
Effect of dilutive securities, share-based compensation | 7 | 8 | 9 |
Net Income (Loss) Per Share - P
Net Income (Loss) Per Share - Potentially Dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Potentially dilutive securities | ||||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 6,586 | 14,832 | 9,466 | 14,975 |
Employee Stock Option | ||||
Potentially dilutive securities | ||||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 4,744 | 5,847 | 4,896 | 6,021 |
Time-based Restricted Stock Units | ||||
Potentially dilutive securities | ||||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 1,626 | 139 | 1,042 | 64 |
Performance-based Restricted Stock Units | ||||
Potentially dilutive securities | ||||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 216 | 528 | 164 | 572 |
Note Hedge Warrants | ||||
Potentially dilutive securities | ||||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 8,318 | 3,364 | 8,318 |
Collaboration, License, and O_3
Collaboration, License, and Other Agreements - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Revenue | $ 113,739 | $ 108,637 | $ 325,182 | $ 303,397 |
Collaborative arrangement, other agreements | ||||
Revenues: | ||||
Revenue | 755 | 365 | 1,875 | 1,254 |
AbbVie Plc | Royalty | ||||
Revenues: | ||||
Revenue | 700 | 700 | 2,100 | 1,800 |
AbbVie Plc | North America | Collaborative arrangements revenue | ||||
Revenues: | ||||
Revenue | 110,730 | 106,085 | 318,548 | 296,047 |
AbbVie Plc | North America | Collaborative arrangement, collaboration and license agreements | ||||
Revenues: | ||||
Revenue | 110,730 | 106,085 | 318,548 | 296,047 |
AbbVie Plc | North America | Royalty | ||||
Revenues: | ||||
Revenue | 641 | 861 | 2,072 | 2,052 |
AbbVie Plc | Europe and Other | Collaborative arrangement, collaboration and license agreements | ||||
Revenues: | ||||
Revenue | 714 | 709 | 2,071 | 1,847 |
AstraZeneca | Collaborative arrangement, collaboration and license agreements | ||||
Revenues: | ||||
Revenue | 174 | 144 | 386 | 484 |
AstraZeneca | Royalty | ||||
Revenues: | ||||
Revenue | 200 | 400 | 500 | |
Astellas Pharma Inc. | Collaborative arrangement, collaboration and license agreements | ||||
Revenues: | ||||
Revenue | 432 | 520 | 1,305 | 1,543 |
Alnylam | Royalty | ||||
Revenues: | ||||
Revenue | $ 814 | $ 2,222 | ||
Asahi Kasei Pharma Corporation | Collaborative arrangement, development and commercialization agreements | ||||
Revenues: | ||||
Revenue | $ 934 | $ 997 |
Collaboration, License, and O_4
Collaboration, License, and Other Agreements - Accounts Receivable (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, net | ||
Accounts receivable, net | $ 124.5 | $ 130 |
Accounts receivable, net of accounts payable | 108.4 | 104.4 |
AbbVie Plc | ||
Accounts receivable, net | ||
Accounts payable | $ 4.6 | $ 4 |
Collaboration, License, and O_5
Collaboration, License, and Other Agreements - North America - General Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) item | Sep. 30, 2022 USD ($) | |
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Research and development expense | $ 32,985 | $ 11,545 | $ 80,409 | $ 33,819 |
AbbVie Plc | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Remaining commercial-period performance obligations | item | 3 | |||
Cost sharing amount, reduction to research and development | 2,900 | 2,200 | $ 9,000 | 6,700 |
Collaborative arrangement, percentage of obligation of development costs incurred | 50% | |||
Percentage of net profit from commercialization (as a percent) | 50% | |||
Percentage of net loss from commercialization (as a percent) | 50% | |||
North America | AbbVie Plc | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Research and development expense | $ 1,700 | $ 1,600 | $ 5,100 | $ 5,300 |
Collaboration, License, and O_6
Collaboration, License, and Other Agreements - North America - Collaborative Arrangements Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Revenue | $ 113,739 | $ 108,637 | $ 325,182 | $ 303,397 |
AbbVie Plc | Royalty | ||||
Revenues: | ||||
Revenue | 700 | 700 | 2,100 | 1,800 |
AbbVie Plc | North America | Collaborative arrangements revenue | ||||
Revenues: | ||||
Revenue | 110,730 | 106,085 | 318,548 | 296,047 |
AbbVie Plc | North America | Collaborative arrangement, collaboration and license agreements | ||||
Revenues: | ||||
Revenue | 110,730 | 106,085 | 318,548 | 296,047 |
AbbVie Plc | North America | Collaborative arrangements, LINZESS | ||||
Revenues: | ||||
Revenue | 110,089 | 105,224 | 316,476 | 293,995 |
AbbVie Plc | North America | Royalty | ||||
Revenues: | ||||
Revenue | $ 641 | $ 861 | $ 2,072 | $ 2,052 |
Collaboration, License, and O_7
Collaboration, License, and Other Agreements - North America - Commercial Efforts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | $ 113,739 | $ 108,637 | $ 325,182 | $ 303,397 |
Selling, general and administrative | 36,046 | 28,619 | 119,647 | 87,604 |
Collaborative arrangements, LINZESS | AbbVie Plc | U.S. | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Selling, general and administrative | $ 9,500 | $ 8,900 | $ 28,800 | $ 26,200 |
Collaboration, License, and O_8
Collaboration, License, and Other Agreements - North America - Royalty Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Revenue | $ 113,739 | $ 108,637 | $ 325,182 | $ 303,397 |
Collaborative arrangements revenue | North America | AbbVie Plc | ||||
Revenues: | ||||
Revenue | 110,730 | 106,085 | 318,548 | 296,047 |
Collaborative arrangement, collaboration and license agreements | North America | AbbVie Plc | ||||
Revenues: | ||||
Revenue | 110,730 | 106,085 | 318,548 | 296,047 |
Royalty | AbbVie Plc | ||||
Revenues: | ||||
Revenue | 700 | 700 | 2,100 | 1,800 |
Royalty | North America | AbbVie Plc | ||||
Revenues: | ||||
Revenue | 641 | 861 | 2,072 | 2,052 |
Royalty | Canada and Mexico | AbbVie Plc | ||||
Revenues: | ||||
Revenue | $ 600 | $ 900 | $ 2,100 | $ 2,100 |
Collaboration, License, and O_9
Collaboration, License, and Other Agreements - European and Other Territories (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 31, 2015 | |
Collaboration, License, Promotion and Other Commercial Agreements | |||||
Revenue | $ 113,739 | $ 108,637 | $ 325,182 | $ 303,397 | |
Collaborative arrangement, collaboration and license agreements | AbbVie Plc | Europe and Other | |||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||
Revenue | 714 | 709 | $ 2,071 | 1,847 | |
License | AbbVie Plc | |||||
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 Plc | |||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||
Revenue | $ 700 | $ 700 | $ 2,100 | $ 1,800 |
Collaboration, License, and _10
Collaboration, License, and Other Agreements - Japan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | $ 113,739 | $ 108,637 | $ 325,182 | $ 303,397 |
Collaborative arrangement, collaboration and license agreements | Astellas Pharma Inc. | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | 432 | 520 | 1,305 | 1,543 |
Royalty | Astellas Pharma Inc., 2009 License Agreement, Amended 2019 | ||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||
Revenue | $ 400 | $ 500 | $ 1,300 | $ 1,500 |
Collaboration, License, and _11
Collaboration, License, and Other Agreements - China, Hong Kong and Macau (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2019 USD ($) installment | Dec. 31, 2022 USD ($) | |
Collaboration, License, Promotion and Other Commercial Agreements | ||||||
Revenue | $ 113,739 | $ 108,637 | $ 325,182 | $ 303,397 | ||
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 | 2,600 | ||||
Amount of non-contingent arrangement consideration | $ 35,000 | |||||
Non-contingent consideration installments | installment | 3 | |||||
Collaborative arrangement, non-contingent installment payments receivable | 15,000 | 15,000 | ||||
Collaborative arrangement, non-contingent receivable, current | 14,900 | 14,900 | ||||
Collaborative arrangement, non-contingent receivable, non-current | 10,000 | 10,000 | $ 14,600 | |||
AstraZeneca | Collaborative arrangement, collaboration and license agreements | ||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||
Revenue | 174 | $ 144 | 386 | 484 | ||
AstraZeneca | Royalty | ||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||
Revenue | $ 200 | $ 400 | $ 500 |
Collaboration, License, and _12
Collaboration, License, and Other Agreements - Other Collaboration and License Agreements (Details) $ in Thousands, ¥ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Apr. 30, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2022 JPY (¥) | Nov. 30, 2021 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 28, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 JPY (¥) | |
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||||
Revenue | $ 113,739 | $ 108,637 | $ 325,182 | $ 303,397 | |||||||||
Deferred revenue, current | 2,600 | 2,600 | |||||||||||
Research and development expense | 32,985 | 11,545 | 80,409 | 33,819 | |||||||||
Accrued research and development costs | 10,735 | 10,735 | $ 5,258 | ||||||||||
COUR Pharmaceuticals Development Company, Inc. | |||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||||
Collaborative arrangement, upfront payment | $ 6,000 | $ 6,000 | |||||||||||
Collaborative arrangement, non-contingent payments and milestone payments, payable | $ 13,500 | ||||||||||||
Collaborative arrangement, option to acquire license, exercise price, payable | 35,000 | 35,000 | |||||||||||
Collaborative arrangement, milestones. potential commercial milestone payments, term of agreement, payable | 440,000 | 440,000 | |||||||||||
Research and development expense | $ 6,000 | $ 19,500 | |||||||||||
Accrued research and development costs | 0 | 0 | $ 3,800 | ||||||||||
Collaborative arrangement, right to apply credit against future amounts due | $ 6,600 | ||||||||||||
Asahi Kasei Pharma Corporation | |||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||||
Deferred revenue, current | 2,600 | 2,600 | |||||||||||
Deferred revenue, noncurrent | 600 | 600 | |||||||||||
Deferred revenue | $ 4,300 | ||||||||||||
Collaborative arrangement, upfront payment received | $ 24,600 | ¥ 3,000 | |||||||||||
Collaborative arrangement, development related payment, eligible to receive | 13,100 | ¥ 1,600 | |||||||||||
Collaborative arrangement, development milestones, eligible to receive | 8,200 | 1,000 | |||||||||||
Collaborative arrangement, commercial and sales-based milestone payments, eligible to receive | $ 155,800 | ¥ 19,000 | |||||||||||
Asahi Kasei Pharma Corporation | Collaborative arrangement, development and commercialization agreements | |||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||||
Revenue | $ 934 | $ 997 | |||||||||||
Alnylam | Royalty | |||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||||
Revenue | $ 814 | $ 2,222 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - General Information (Details) | Sep. 30, 2022 |
Fair Value of Financial Instruments | |
Threshold percentage of collateralized value (as a percent) | 102% |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Derivative Liability, Statement of Financial Position | Note hedge warrants | |
Recurring basis | ||
Assets: | ||
Total assets measured at fair value | $ 73,677 | $ 651,932 |
Liabilities: | ||
Note hedge warrants | 19 | |
Total liabilities measured at fair value | 19 | |
Recurring basis | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 29,420 | 250,313 |
Restricted cash | 1,298 | 1,735 |
Recurring basis | Repurchase agreements | ||
Assets: | ||
Cash and cash equivalents | 261,075 | |
Recurring basis | U.S. Treasury securities | ||
Assets: | ||
Cash and cash equivalents | 10,372 | |
Recurring basis | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 32,587 | 138,809 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total assets measured at fair value | 30,718 | 252,048 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 29,420 | 250,313 |
Restricted cash | 1,298 | 1,735 |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total assets measured at fair value | 42,959 | 399,884 |
Recurring basis | Significant Other Observable Inputs (Level 2) | Repurchase agreements | ||
Assets: | ||
Cash and cash equivalents | 261,075 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. Treasury securities | ||
Assets: | ||
Cash and cash equivalents | 10,372 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | $ 32,587 | 138,809 |
Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Note hedge warrants | 19 | |
Total liabilities measured at fair value | $ 19 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Assumptions (Details) | Dec. 31, 2022 $ / shares Y |
Fair Value of Financial Instruments | |
Derivative liability, valuation technique | us-gaap:ValuationTechniqueOptionPricingModelMember |
Measurement Input, Risk Free Interest Rate | |
Fair Value of Financial Instruments | |
Derivative liability, measurement input | 0.045 |
Measurement Input, Expected Term | |
Fair Value of Financial Instruments | |
Derivative liability, measurement input | Y | 0.3 |
Measurement Input, Share Price | |
Fair Value of Financial Instruments | |
Derivative liability, measurement input | 12.39 |
Measurement Input, Exercise Price | |
Fair Value of Financial Instruments | |
Derivative liability, measurement input | 18.82 |
Measurement Input, Price Volatility | |
Fair Value of Financial Instruments | |
Derivative liability, measurement input | 0.271 |
Measurement Input, Expected Dividend Rate | |
Fair Value of Financial Instruments | |
Derivative liability, measurement input | 0 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Change in Level 3 (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Change in Level 3 Liabilities | |
Balance at beginning of period | $ (19) |
Change in fair value, recorded as a component of (loss) gain on derivatives | 19 |
Balance at end of period | $ 0 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income | Gain on derivatives |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Notes Payable (Details) - Convertible Senior Notes - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Aug. 31, 2019 | Jun. 30, 2015 |
2.25% Convertible Senior Notes due 2022 | |||||
Fair value disclosures | |||||
Debt instrument, face amount | $ 335,700 | ||||
Debt redeemed/repurchased | $ 120,700 | $ 215,000 | |||
0.75% Convertible Senior Notes due 2024 | |||||
Fair value disclosures | |||||
Debt instrument, face amount | $ 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 | 198,100 | 215,900 | |||
1.50% Convertible Senior Notes due 2026 | |||||
Fair value disclosures | |||||
Debt instrument, face amount | 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 | $ 195,000 | $ 219,000 |
Fair Value of Financial Instr_8
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 $ / item shares | |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses | ||
Accrued compensation and benefits | $ 24,971 | $ 12,268 |
Accrued interest | 9,582 | 188 |
Accrued transaction costs | 3,977 | |
Accrued restructuring liabilities | 8,609 | |
Accrued taxes | 1,274 | 656 |
Other | 14,301 | 3,588 |
Total accrued expenses and other current liabilities | $ 62,714 | $ 16,700 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses | ||
Other accrued expenses | $ 14,301 | $ 3,588 |
Other accrued liabilities, uninvoiced vendor liabilities | 11,600 | $ 3,600 |
Deferred revenue, current | $ 2,600 |
Leases - Restricted Cash (Detai
Leases - Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Restricted Cash | |||
Restricted cash | $ 1,298 | $ 1,700 | $ 1,735 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease Cost | ||||
Operating lease cost | $ 627 | $ 627 | $ 1,880 | $ 1,883 |
Short-term lease cost | 314 | 274 | 854 | 798 |
Total lease cost | $ 941 | $ 901 | $ 2,734 | $ 2,681 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Leases | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 2,292 | $ 2,356 |
Weighted-average remaining lease term of operating leases | 6 years 8 months 12 days | 7 years 7 months 6 days |
Weighted-average discount rate of operating leases (as a percent) | 5.80% | 5.80% |
Leases - Summer Street Lease (D
Leases - Summer Street Lease (Details) ft² in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2019 ft² | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Operating Leases | ||||||
Weighted-average discount rate of operating leases (as a percent) | 5.80% | 5.80% | 5.80% | 5.80% | ||
Operating lease right-of-use assets | $ 12,956 | $ 12,956 | $ 14,023 | |||
Operating lease liability | 18,185 | 18,185 | ||||
Operating lease cost | $ 627 | $ 627 | $ 1,880 | $ 1,883 | ||
Summer Street Lease | ||||||
Operating Leases | ||||||
Rentable area leased (in square feet) | ft² | 39 | |||||
Annual rent escalation (as a percent) | 2% | |||||
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% | 5.80% | ||||
Operating lease right-of-use assets | $ 13,000 | $ 13,000 | 14,000 | |||
Operating lease liability | 18,200 | 18,200 | $ 19,700 | |||
Operating lease cost | $ 600 | $ 600 | $ 1,900 | $ 1,900 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Future Minimum Lease Payments | |
2023 | $ 774 |
2024 | 3,126 |
2025 | 3,189 |
2026 | 3,252 |
2027 | 3,317 |
2028 and thereafter | 8,285 |
Total future minimum lease payments | $ 21,943 |
Leases - Operating Lease Obliga
Leases - Operating Lease Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating lease obligations | ||
Total future minimum lease payments | $ 21,943 | |
Less: present value adjustment | (3,758) | |
Operating lease liabilities | 18,185 | |
Less: current portion of operating lease liabilities | (3,111) | $ (3,065) |
Operating lease liabilities, net of current portion | $ 15,074 | $ 16,599 |
Debt - General Information (Det
Debt - General Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | May 31, 2023 USD ($) | Aug. 31, 2019 USD ($) | Jun. 30, 2015 USD ($) | Sep. 30, 2023 USD ($) item | Sep. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Apr. 15, 2019 $ / shares | |
Debt | |||||||||
Proceeds from revolving credit facility | $ 400,000 | ||||||||
Repayments of revolving credit facility | 75,000 | ||||||||
Payments for convertible note hedges | $ 25,200 | $ 21,100 | |||||||
Convertible Note Hedge | |||||||||
Debt | |||||||||
Conversion price (in dollars per share) | $ / shares | $ 14.51 | ||||||||
2.25% Convertible Senior Notes due 2022 | Convertible Senior Notes | |||||||||
Debt | |||||||||
Debt instrument, face amount | 335,700 | ||||||||
Net proceed received | 324,000 | ||||||||
Fees and expenses | $ 11,700 | ||||||||
Stated interest rate (as a percent) | 2.25% | ||||||||
Debt redeemed/repurchased | 215,000 | $ 120,700 | |||||||
Debt redemption/repurchase price | $ 227,300 | ||||||||
Revolving Credit Agreement | Secured Debt | |||||||||
Debt | |||||||||
Debt instrument, term | 4 years | ||||||||
Line of credit facility, frequency of commitment fee payment | quarterly | ||||||||
Percentage of capital stock of foreign subsidiaries pledged | 65% | ||||||||
Additional borrowing capacity, as percentage | 100% | ||||||||
Additional borrowing capacity, trailing period | 12 months | ||||||||
Maximum consolidated secured net leverage ratio | 3% | ||||||||
Minimum interest coverage ratio | 3% | ||||||||
Debt issuance costs, gross | $ 2,900 | ||||||||
Debt issuance costs, gross, lender fees | 2,000 | ||||||||
Debt issuance costs, gross, legal and other professional fees | $ 900 | ||||||||
Debt issuance costs, net | $ 2,600 | $ 2,600 | 2,600 | ||||||
Revolving Credit Agreement | Secured Debt | Scenario, Acquisition for Consideration in Excess of 50 Million | |||||||||
Debt | |||||||||
Maximum consolidated secured net leverage ratio | 3.50% | ||||||||
Number of fiscal quarters | item | 4 | ||||||||
Threshold minimum acquisition consideration | $ 50,000 | ||||||||
Revolving Credit Agreement | Secured Debt | Minimum | |||||||||
Debt | |||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.30% | ||||||||
Additional borrowing capacity | $ 200,000 | ||||||||
Revolving Credit Agreement | Secured Debt | Maximum | |||||||||
Debt | |||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.425% | ||||||||
Revolving Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate, Adjusted Term Secured | Minimum | |||||||||
Debt | |||||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.75% | ||||||||
Revolving Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate, Adjusted Term Secured | Maximum | |||||||||
Debt | |||||||||
Debt instrument, basis spread on variable rate (as a percent) | 3% | ||||||||
Revolving Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate, One-month Adjusted Term | |||||||||
Debt | |||||||||
Debt instrument, basis spread on variable rate (as a percent) | 1% | ||||||||
Revolving Credit Agreement | Secured Debt | Fed Funds Effective Rate Overnight Index Swap Rate | |||||||||
Debt | |||||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.50% | ||||||||
Revolving Credit Agreement | Secured Debt | Applicable Rate | Minimum | |||||||||
Debt | |||||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.75% | ||||||||
Revolving Credit Agreement | Secured Debt | Applicable Rate | Maximum | |||||||||
Debt | |||||||||
Debt instrument, basis spread on variable rate (as a percent) | 2% | ||||||||
Secured Revolving Credit Facility | Secured Debt | |||||||||
Debt | |||||||||
Debt instrument, term | 4 years | ||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000 | ||||||||
Debt instrument, face amount | 325,000 | $ 325,000 | $ 325,000 | ||||||
Proceeds from revolving credit facility | $ 400,000 | ||||||||
Repayments of revolving credit facility | $ 75,000 | ||||||||
Letter of Credit Subfacility | Secured Debt | |||||||||
Debt | |||||||||
Debt instrument, face amount | $ 10,000 | ||||||||
Debt instrument, maturity date range, start | May 21, 2027 | ||||||||
Debt instrument, maturity date range, end, period prior to stated maturity date, existing convertible notes then outstanding, unless case of clause | 91 days |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Secured Debt | ||||
Interest Expense | ||||
Contractual interest expense | $ 8,054 | $ 8,269 | ||
Amortization of debt issuance costs | 180 | 262 | ||
Other financing costs | 75 | 88 | ||
Total interest expense | 8,309 | 8,619 | ||
Convertible Senior Notes | ||||
Interest Expense | ||||
Contractual interest expense | 1,125 | $ 1,125 | 3,375 | $ 4,619 |
Amortization of debt issuance costs | 405 | 399 | 1,212 | 1,453 |
Total interest expense | $ 1,530 | $ 1,524 | $ 4,587 | $ 6,072 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes - Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Aug. 31, 2019 | Jun. 30, 2015 |
Principal: | ||||
Less: unamortized debt issuance costs | $ (2,538) | $ (3,749) | ||
Net carrying amount | 397,462 | 396,251 | ||
2.25% Convertible Senior Notes due 2022 | Convertible Senior Notes | ||||
Principal: | ||||
Debt instrument, face amount | $ 335,700 | |||
0.75% Convertible Senior Notes due 2024 | Convertible Senior Notes | ||||
Principal: | ||||
Debt instrument, face amount | 200,000 | 200,000 | $ 200,000 | |
1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | ||||
Principal: | ||||
Debt instrument, face amount | $ 200,000 | $ 200,000 | $ 200,000 |
Debt - Convertible Senior Not_2
Debt - Convertible Senior Notes - Future Minimum Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Future minimum payments of Convertible senior notes | ||
2023 | $ 2,250 | |
2024 | 203,750 | |
2025 | 3,000 | |
2026 | 201,500 | |
Total future minimum payments under the convertible senior notes | 410,500 | |
Less: amounts representing interest | (10,500) | |
Less: unamortized debt issuance costs | (2,538) | $ (3,749) |
Net carrying amount | $ 397,462 | $ 396,251 |
Debt - Convertible Senior Not_3
Debt - Convertible Senior Notes Due 2024 and Convertible Senior Notes Due 2026 (Details) | 1 Months Ended | ||||
Apr. 15, 2019 shares | Aug. 31, 2019 USD ($) D $ / shares | Jun. 30, 2015 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
2.25% Convertible Senior Notes due 2022 | Note Hedge Warrants [Member] | |||||
Debt | |||||
Shares issuable upon conversion of debt (in shares) | shares | 23,135,435 | ||||
2.25% Convertible Senior Notes due 2022 | Convertible Senior Notes | |||||
Debt | |||||
Debt instrument, face amount | $ 335,700,000 | ||||
Net proceed received | 324,000,000 | ||||
Fees and expenses | $ 11,700,000 | ||||
Stated interest rate (as a percent) | 2.25% | ||||
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | |||||
Debt | |||||
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% | ||||
Percentage of aggregate principal amount of notes outstanding and payable in case of event of default under the agreement | 25% | ||||
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 | |||||
Debt | |||||
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 | |||||
Debt | |||||
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 | |||||
Debt | |||||
Minimum percentage of stock price | 130% | ||||
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Maximum | Measurement period | |||||
Debt | |||||
Conversion premium percentage on sale price of common stock | 98% | ||||
0.75% Convertible Senior Notes due 2024 | Convertible Senior Notes | |||||
Debt | |||||
Debt instrument, face amount | $ 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 | |||||
Debt | |||||
Debt instrument, face amount | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | ||
Stated interest rate (as a percent) | 1.50% | ||||
Debt instrument term | 7 years |
Debt - Convertible Senior Not_4
Debt - Convertible Senior Notes Due 2022, Convertible Senior Notes Due 2024 and Convertible Senior Notes Due 2026 (Details) - Convertible Senior Notes - USD ($) $ in Millions | 1 Months Ended | |
Aug. 31, 2019 | Sep. 30, 2023 | |
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | ||
Debt | ||
Debt issuance costs incurred | $ 9 | |
0.75% Convertible Senior Notes due 2024 | ||
Debt | ||
Debt instrument term | 5 years | |
Effective interest rate on liability components (as a percent) | 1.20% | |
1.50% Convertible Senior Notes due 2026 | ||
Debt | ||
Debt instrument term | 7 years | |
Effective interest rate on liability components (as a percent) | 1.90% |
Debt - Convertible Note Hedge a
Debt - Convertible Note Hedge and Warrant Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2015 | Sep. 30, 2023 | Apr. 15, 2019 | |
Debt | |||
Net derivative issuance cost | $ 21.1 | ||
Convertible Note Hedge | |||
Debt | |||
Conversion price (in dollars per share) | $ 14.51 | ||
Long-term asset | 91.9 | ||
Note Hedge Warrant Derivatives | |||
Debt | |||
Shares into which warrants may be converted (in shares) | 23,135,435 | ||
Trading day period | 150 days | ||
Long-term liability | $ 70.8 | ||
Note Hedge Warrants [Member] | |||
Debt | |||
Warrants strike price (in dollars per share) | $ 18.82 |
Debt - Capped Calls with Respec
Debt - 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, 2019 USD ($) $ / shares $ / item shares | |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Stock Benefit Plans | ||||
Share-based compensation expense | $ 7,906 | $ 7,067 | $ 50,849 | $ 19,757 |
Research and Development Expense | ||||
Employee Stock Benefit Plans | ||||
Share-based compensation expense | 1,545 | 1,316 | 15,655 | 3,607 |
Selling, General and Administrative Expenses | ||||
Employee Stock Benefit Plans | ||||
Share-based compensation expense | $ 6,361 | $ 5,751 | 34,283 | $ 16,150 |
Restructuring Charges | ||||
Employee Stock Benefit Plans | ||||
Share-based compensation expense | $ 911 |
Employee Stock Benefit Plans _2
Employee Stock Benefit Plans - Share-based Compensation Expense - Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Stock Benefit Plans | ||||
Total share-based compensation expense included in operating expenses | $ 7,906 | $ 7,067 | $ 50,849 | $ 19,757 |
Income tax expense (benefit) | (850) | 1,165 | (2,069) | 724 |
Total share-based compensation expense, net of tax | $ 7,056 | $ 8,232 | $ 48,780 | $ 20,481 |
Employee Stock Benefit Plans _3
Employee Stock Benefit Plans - Share-based Compensation Expense - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Stock Benefit Plans | |||||
Share-based compensation expense | $ 7,906 | $ 7,067 | $ 50,849 | $ 19,757 | |
Research and Development Expense | |||||
Employee Stock Benefit Plans | |||||
Share-based compensation expense | 1,545 | 1,316 | 15,655 | 3,607 | |
Selling, General and Administrative Expenses | |||||
Employee Stock Benefit Plans | |||||
Share-based compensation expense | $ 6,361 | $ 5,751 | $ 34,283 | $ 16,150 | |
VectivBio Holding AG and its subsidiaries | |||||
Employee Stock Benefit Plans | |||||
Share-based compensation expense | $ 27,500 | ||||
VectivBio Holding AG and its subsidiaries | Research and Development Expense | |||||
Employee Stock Benefit Plans | |||||
Share-based compensation expense | 11,300 | ||||
VectivBio Holding AG and its subsidiaries | Selling, General and Administrative Expenses | |||||
Employee Stock Benefit Plans | |||||
Share-based compensation expense | $ 16,200 |
Stock Repurchase Program (Detai
Stock Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | 22 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | May 31, 2021 | |
Stock Repurchase Program | |||||
Stock repurchase program, authorized amount | $ 150,000 | ||||
Common stock repurchased and retired (in shares) | 10.8 | 13.1 | |||
Common stock repurchased and retired | $ 32,896 | $ 90,489 | $ 123,400 | ||
Shares acquired, average cost per share (in dollars per share) | $ 11.47 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes | ||||
Income tax (benefit) expense | $ 17,982 | $ 19,590 | $ 51,385 | $ 53,959 |
Income Taxes - Unrecognized Inc
Income Taxes - Unrecognized Income Tax Benefits (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2023 USD ($) | |
Unrecognized income tax benefits | |
Uncertain tax position, increases for acquisitions | $ 11 |
Workforce Reduction and Restr_3
Workforce Reduction and Restructuring - General Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
Restructuring Expenses | ||||
Restructuring expenses | $ 16,804 | |||
Reduction in Headquarter-based Workforce, April 2023 | ||||
Workforce Reduction | ||||
Restructuring and related cost, number of positions eliminated, period percent (as a percent) | 10% | |||
Restructuring Expenses | ||||
Restructuring expenses | $ 0 | $ 3,500 | 2,540 | |
VectivBio Acquisition-related Workforce Reductions, June 2023 | ||||
Restructuring Expenses | ||||
Restructuring expenses | $ 4,700 | $ 14,264 |
Workforce Reduction and Restr_4
Workforce Reduction and Restructuring - Tabular Disclosure (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
Workforce Reduction | |||
Charges | $ 16,804 | ||
Amounts paid | (5,891) | ||
Adjustments | (200) | ||
Balance at end of period | $ 10,713 | 10,713 | |
Reduction in Headquarter-based Workforce, April 2023 | |||
Workforce Reduction | |||
Charges | 0 | $ 3,500 | 2,540 |
Amounts paid | (2,069) | ||
Balance at end of period | 471 | 471 | |
VectivBio Acquisition-related Workforce Reductions, June 2023 | |||
Workforce Reduction | |||
Charges | 4,700 | 14,264 | |
Amounts paid | (3,822) | ||
Adjustments | (200) | ||
Balance at end of period | $ 10,242 | $ 10,242 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 15,321 | $ 50,317 | $ (1,001,152) | $ 126,198 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Item 5. Other Information During the three months ended September 30, 2023, the following directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, for the purchase or sale of our securities, as set forth in the table below. Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities Marla Kessler (Director) Adoption (September 7, 2023) Rule 10b5-1 trading arrangement Sale Until August 31, 2024, unless earlier terminated by Ms. Kessler, or on the first date on which all trades under Ms. Kessler’s plan have been executed or are expired 9,926 | |
Marla Kessler | ||
Trading Arrangements, by Individual | ||
Name | Marla Kessler | |
Title | Director | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 7, 2023 | |
Termination Date | August 31, 2024 | |
Aggregate Available | 9,926 | 9,926 |