Document and Entity Information
Document and Entity Information - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001446847 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | 158,957,123 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 121,540 | $ 92,154 |
Accounts receivable, net | 72,015 | 129,122 |
Prepaid expenses and other current assets | 14,619 | 12,012 |
Total current assets | 208,174 | 233,288 |
Property and equipment, net | 5,288 | 5,585 |
Operating lease right-of-use assets | 12,208 | 12,586 |
Intangible assets, net | 3,478 | 3,682 |
Deferred tax assets | 206,273 | 212,324 |
Other assets | 3,398 | 3,608 |
Total assets | 438,819 | 471,073 |
Current liabilities: | ||
Accounts payable | 6,222 | 7,830 |
Accrued research and development costs | 11,880 | 21,331 |
Accrued expenses and other current liabilities | 31,398 | 44,254 |
Current portion of operating lease liabilities | 3,142 | 3,126 |
Current portion of convertible senior notes | 199,800 | 199,560 |
Total current liabilities | 252,442 | 276,101 |
Convertible senior notes, net of current portion | 198,477 | 198,309 |
Operating lease obligations, net of current portion | 14,004 | 14,543 |
Revolving credit facility | 275,000 | 300,000 |
Other liabilities | 29,414 | 28,415 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Class A Common Stock, $0.001 par value, 500,000,000 shares authorized and 158,957,123 shares issued and outstanding at March 31, 2024 and 500,000,000 shares authorized and 156,354,238 shares issued and outstanding at December 31, 2023 | 159 | 156 |
Additional paid-in capital | 1,373,022 | 1,355,195 |
Accumulated deficit | (1,702,777) | (1,698,615) |
Accumulated other comprehensive loss | (922) | (3,031) |
Total stockholders' deficit | (330,518) | (346,295) |
Total liabilities and stockholders' deficit | $ 438,819 | $ 471,073 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 158,957,123 | 156,354,238 |
Common stock, shares outstanding | 158,957,123 | 156,354,238 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total revenues | $ 74,877 | $ 104,061 |
Revenue from Contract with Customer, Product and Service | Collaborative arrangements revenue | Collaborative arrangements revenue |
Costs and expenses: | ||
Research and development | $ 25,815 | $ 12,847 |
Selling, general and administrative | 37,605 | 31,117 |
Restructuring expenses | 437 | |
Total costs and expenses | 63,857 | 43,964 |
Income from operations | 11,020 | 60,097 |
Other income (expense): | ||
Interest expense and other financing costs | (7,231) | (1,527) |
Interest and investment income | 1,169 | 7,272 |
Gain on derivatives | 19 | |
Other income (expense), net | (6,062) | 5,764 |
Income before income taxes | 4,958 | 65,861 |
Income tax expense | (9,120) | (20,147) |
Net income (loss) | $ (4,162) | $ 45,714 |
Net income (loss) per share - basic (in dollars per share) | $ (0.03) | $ 0.30 |
Net income (loss) per share - diluted (in dollars per share) | $ (0.03) | $ 0.25 |
Weighted average shares used in computing net income (loss) per share - basic (in shares) | 157,700 | 154,452 |
Weighted average shares used in computing net income (loss) per share - diluted (in shares) | 157,700 | 186,680 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net income (loss) | ||
Net Income (Loss) | $ (4,162) | $ 45,714 |
Other comprehensive income, net of tax: | ||
Currency translation adjustment | 1,937 | |
Defined benefit pension plan | 172 | |
Total other comprehensive income, net of tax | 2,109 | |
Comprehensive income (loss) | $ (2,053) | $ 45,714 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total |
Balance at Dec. 31, 2022 | $ 154 | $ 1,348,600 | $ (696,376) | $ 652,378 | |
Balance (in shares) at Dec. 31, 2022 | 154,026,949 | ||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||
Issuance of common stock related to share-based awards and employee stock purchase plan | $ 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 | |||
Net income (loss) | 45,714 | 45,714 | |||
Balance at Mar. 31, 2023 | $ 155 | 1,357,359 | (650,662) | 706,852 | |
Balance (in shares) at Mar. 31, 2023 | 155,346,103 | ||||
Balance at Dec. 31, 2023 | $ 156 | 1,355,195 | (1,698,615) | $ (3,031) | $ (346,295) |
Balance (in shares) at Dec. 31, 2023 | 156,354,238 | 156,354,238 | |||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||
Issuance of common stock related to share-based awards and employee stock purchase plan | $ 3 | 10,058 | $ 10,061 | ||
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) | 2,602,885 | ||||
Share-based compensation expense related to share-based awards and employee stock purchase plan | 8,385 | 8,385 | |||
Taxes paid related to net share settlement of share-based awards | (616) | (616) | |||
Net income (loss) | (4,162) | (4,162) | |||
Other comprehensive income, net of tax | 2,109 | 2,109 | |||
Balance at Mar. 31, 2024 | $ 159 | $ 1,373,022 | $ (1,702,777) | $ (922) | $ (330,518) |
Balance (in shares) at Mar. 31, 2024 | 158,957,123 | 158,957,123 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (4,162) | $ 45,714 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 513 | 286 |
Loss on disposal of property and equipment | 33 | |
Share-based compensation expense | 8,385 | 7,131 |
Change in fair value of note hedge warrants | (19) | |
Non-cash interest expense | 589 | 402 |
Deferred income taxes | 6,050 | 17,052 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 57,107 | 14,298 |
Prepaid expenses and other current assets | (2,607) | (3,669) |
Operating lease right-of-use assets | 378 | 349 |
Other assets | 30 | 27 |
Accounts payable and accrued expenses | (12,526) | 705 |
Accrued research and development costs | (9,451) | (2,384) |
Operating lease liabilities | (523) | (479) |
Other liabilities | 1,169 | 758 |
Net cash provided by operating activities | 44,985 | 80,171 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (68) | (13) |
Net cash used in investing activities | (68) | (13) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options and employee stock purchase plan | 10,061 | 3,981 |
Taxes paid related to net share settlement of share-based awards | (616) | |
Repayments of revolving credit facility | (25,000) | |
Net cash provided by (used in) financing activities | (15,555) | 3,981 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 24 | |
Net increase in cash, cash equivalents and restricted cash | 29,386 | 84,139 |
Cash, cash equivalents and restricted cash, beginning of period | 92,154 | 657,938 |
Cash, cash equivalents and restricted cash, end of period | $ 121,540 | $ 742,077 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | Mar. 31, 2023 USD ($) |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | |
Cash and cash equivalents | $ 740,342 |
Restricted cash | 1,735 |
Total cash, cash equivalents, and restricted cash | $ 742,077 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block | |
Nature of Business | 1. Nature of Business Ironwood Pharmaceuticals, Inc. (“Ironwood” or the “Company”) is a gastrointestinal (“GI”) healthcare company on a mission to advance the treatment of GI diseases and redefine 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 98% of the 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 (the “VectivBio Acquisition”). In December 2023, the Company completed a squeeze-out merger under Swiss law to acquire all remaining outstanding ordinary shares and VectivBio Holding AG was merged with and into Ironwood Pharmaceuticals GmbH, a wholly-owned subsidiary of Ironwood organized under the laws of Switzerland. Through the acquisition, the Company is advancing apraglutide, a next-generation, synthetic peptide analog of glucagon-like peptide-2, for rare GI diseases, including short bowel syndrome with intestinal failure (“SBS-IF”), a severe malabsorptive condition. In February 2024, the Company announced positive topline results from its pivotal Phase III clinical trial, STARS, which evaluated the efficacy and safety of once-weekly subcutaneous apraglutide in reducing parenteral support dependency in adult patients with SBS-IF, and plans to submit a new drug application and other regulatory filings for apraglutide for use in adult patients with SBS who are dependent on parenteral support. 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. These and other agreements are more fully described in Note 4, Collaboration, License and Other Agreements 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 and endometriosis. The Company was incorporated in Delaware on January 5, 1998 as Microbia, Inc. On April 7, 2008, the Company changed its name to Ironwood Pharmaceuticals, Inc. To date, the Company has dedicated a majority of its activities to the research, development and commercialization of linaclotide, as well as to the research and development of its other product candidates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023, which was filed with the Securities and Exchange Commission (“SEC”) on February 16, 2024 (the “2023 Annual Report on Form 10-K”). The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial position as of March 31, 2024, and the results of its operations for the three months ended March 31, 2024 and 2023, its statements of stockholders’ equity (deficit) for the three months ended March 31, 2024 and 2023, and its cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 and 2023 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 March 31, 2024 include the accounts of Ironwood and its wholly-owned subsidiaries, Ironwood Pharmaceuticals Securities Corporation, Ironwood Pharmaceuticals GmbH, VectivBio AG, VectivBio Comet AG, GlyPharma Therapeutic Inc. (“GlyPharma”), and VectivBio US, Inc. All intercompany transactions and balances are eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the amounts of revenues and expenses during the reported periods. On an ongoing basis, the Company’s management evaluates its estimates, judgments and methodologies. Estimates and assumptions in the condensed consolidated financial statements include those related to revenue recognition; accounts receivable; useful lives of long-lived assets; impairment of long-lived assets, including goodwill; valuation procedures for right-of-use assets and operating lease liabilities; income taxes, including uncertain tax positions and the valuation allowance for deferred tax assets; research and development expenses; contingencies; defined benefit pension liabilities; 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. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company did not adopt any new accounting pronouncements during the three months ended March 31, 2024 that had a material effect on its condensed consolidated financial statements. In October 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-06, Disclosure Improvements: Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) . In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the condensed consolidated financial statements upon future adoption. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block | |
Net Income (loss) Per Share | 3. 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 March 31, 2024 (1) 2023 Numerator: Net income (loss) $ (4,162) $ 45,714 Add back interest expense, net of tax benefit, on assumed conversion of 2024 Convertible Notes — 447 Add back interest expense, net of tax benefit, on assumed conversion of 2026 Convertible Notes — 668 Numerator used in computing net income (loss) per share — diluted $ (4,162) $ 46,829 Denominator: Weighted average number of common shares outstanding used in computing net income (loss) per share — basic 157,700 154,452 Effect of dilutive securities: Stock options — 250 Time-based restricted stock units — 1,234 Performance-based restricted stock units — 736 Restricted stock — 126 Shares subject to issuance under Employee Stock Purchase Plan — 14 2024 Convertible Notes assumed conversion — 14,934 2026 Convertible Notes assumed conversion — 14,934 Dilutive potential common shares Weighted average number of common shares outstanding used in computing net income (loss) per share — diluted 157,700 186,680 Net income (loss) per share — basic $ (0.03) $ 0.30 Net income (loss) per share — diluted $ (0.03) $ 0.25 (1) During the three months ended March 31, 2024, the Company was in a net loss position and therefore did not differentiate basic and diluted earnings per share . The outstanding securities set forth in the following table have been excluded from the computation of diluted weighted average shares outstanding, as applicable, as their effect would be anti-dilutive (in thousands): Three Months Ended March 31, 2024 2023 Stock options 3,074 5,046 Time-based restricted stock units 860 570 Performance-based restricted stock units — 76 Note hedge warrants — 8,318 Total 3,934 14,010 There was no dilutive impact of the 2024 Convertible Notes (as defined below) for the three months ended March 31, 2024 because the Company had elected prior to the beginning of the period to settle the conversion of 2024 Convertible Notes, if any, with a combination settlement of a cash payment equal to the principal value of converted notes and shares of Class A Common Stock equal to the conversion value in excess of the principal value, if any (Note 8). Accordingly, interest expense was not removed from the numerator and there was no calculated spread added to the denominator because the average market price of the Company’s Class A Common Stock during the period was not in excess of the conversion price. |
Collaboration, License, and Oth
Collaboration, License, and Other Agreements | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block | |
Collaboration, License, and Other Agreements | 4. 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 and other agreements (in thousands): Three Months Ended March 31, Collaborative Arrangements Revenue 2024 2023 Linaclotide Collaboration and License Agreements: AbbVie (North America) $ 72,455 $ 102,336 AbbVie (Europe and other) 706 663 AstraZeneca (China, including Hong Kong and Macau) 121 91 Astellas (Japan) 368 391 Other Agreements: Asahi Kasei Pharma (apraglutide) 711 — Other 516 580 Total collaborative arrangements revenue $ 74,877 $ 104,061 The Company routinely assesses the creditworthiness of its license and collaboration partners. The Company did not experience any material losses related to receivables from its license or collaboration partners during the three months ended March 31, 2024 and 2023. 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 months ended March 31, 2024 and 2023, the Company incurred $1.5 million and $1.3 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 $2.3 million and $3.0 million in incremental research and development costs during the three months ended March 31, 2024 and 2023, 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. During the three months ended March 31, 2024, the Company recognized a $38.0 million reduction to collaboration revenue, inclusive of a $30.0 million reduction related to information provided by AbbVie subsequent to the quarterly collaboration accounting settlement process, as a result of changes in estimates of sales reserves and allowances associated with governmental and contractual rebates. Excluding the changes in estimates, net income per share – basic and net income per share – diluted for the three months ended March 31, 2024 would have been $0.14 and $0.12, respectively. linaclotide Three Months Ended March 31, 2024 2023 Collaborative arrangements revenue related to sales of LINZESS in the U.S. $ 71,715 $ 101,636 Royalty revenue 740 700 Total collaborative arrangements revenue $ 72,455 $ 102,336 The Company incurred $10.2 million and $9.7 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 months ended March 31, 2024 and 2023, 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 of royalty revenue during each of the three months ended March 31, 2024 and 2023. 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 of royalty revenue during each of the three months ended March 31, 2024 and 2023. 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. In addition, AstraZeneca may be required to make milestone payments totaling up to $90.0 million contingent on the achievement of certain sales targets. The Company recognized an insignificant amount of royalty revenue during each of the three months ended March 31, 2024 and 2023. At December 31, 2023, the Company had accounts receivable in the amount of $15.0 million related to the third and final installment of a non-contingent receivable due from AstraZeneca in connection with an amendment to the collaboration agreement executed during 2019. The non-contingent receivable was collected in full during the three months ended March 31, 2024 . Apraglutide Agreements Development and Commercialization Agreement with AKP Pursuant to the terms of the development and commercialization agreement with AKP, VectivBio received an upfront payment of JPY 3,000 million ($24.6 million at date of agreement) and development related payments of JPY 1,600 million in the aggregate ($13.1 million at date of agreement) and is eligible to receive 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 identified two performance obligations consisting of the (i) exclusive license for the development and commercialization of apraglutide in Japan and (ii) development activities for conducting global trials and sharing of associated development data necessary for obtaining and maintaining regulatory approval in Japan. Each performance obligation was capable of being distinct and distinct in the context of the contract. The initial transaction price was allocated to each performance obligation on a relative standalone selling price basis. The Company 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. Under the sales-or-usage-based royalty exception, revenue related to sales-based milestone payments and royalty payments will be recognized as the underlying sales occur. Prior to the VectivBio Acquisition, VectivBio had received the upfront payment of JPY 3,000 million ($24.6 million at date of agreement), development-related payments of JPY 1,100 million ($9.0 million at date of agreement), and development milestones of JPY 500 million ($4.1 million at date of agreement). Upon the acquisition of VectivBio on June 29, 2023, the Company assumed a contract liability for deferred revenue related to the development-related payments at its fair value of $4.3 million. The Company recognized $0.7 million of revenue related to development activities during the three months ended March 31, 2024. As of March 31, 2024, deferred revenue of $1.7 million is reported within accrued expenses and other current liabilities (Note 7) on the condensed consolidated balance sheets. Deferred revenue and future payments received related to development activities are expected to be recognized over the course of the development activities, which are expected to occur through 2028. License Agreement with Ferring In August 2012, as subsequently amended and restated in December 2016, 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 percentage 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 a country. GlyPharma was also required to issue 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 Ferring 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 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, subject to the Company’s right to apply a credit against such payment as described below. 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. 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. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block | |
Fair Value of Financial Instruments | 5. 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 March 31, 2024 and December 31, 2023 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 March 31, Identical Assets Inputs Inputs 2024 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 83,809 $ 83,809 $ — $ — U.S. Treasury securities 10,836 — 10,836 — Commercial paper 2,735 — 2,735 — Total assets measured at fair value $ 97,380 $ 83,809 $ 13,571 $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 45,939 $ 45,939 $ — $ — U.S. Treasury securities 10,507 — 10,507 — Commercial paper 2,240 — 2,240 — Total assets measured at fair value $ 58,686 $ 45,939 $ 12,747 $ — Cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued research and development costs, accrued expenses and other current liabilities and current portion of operating lease obligations at March 31, 2024 and December 31, 2023 are carried at amounts that approximate fair value due to their short-term maturities. Convertible Senior Notes In August 2019, the Company issued $200.0 million aggregate principal amount of its 0.75% convertible senior notes due 2024 (the “2024 Convertible Notes”) and $200.0 million aggregate principal amount of its 1.50% convertible senior notes due 2026 (the “2026 Convertible Notes”) (Note 8). 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 $198.0 million and $209.6 million as of March 31, 2024 and December 31, 2023, respectively. The estimated fair value of the 2026 Convertible Notes was $203.0 million and $217.1 million as of March 31, 2024 and December 31, 2023, respectively. Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes Derivatives and Hedging Revolving Credit Agreement |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block | |
Leases | 6. Leases The Company’s lease portfolio for the three months ended March 31, 2024 includes office leases 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 totaling $1.2 million to secure the Company’s obligations under the lease agreements. The letters of credit are maintained under a subfacility of the revolving credit agreement (Note 8). Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost for the three months ended March 31, 2024 and 2023 are as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease cost $ 627 $ 627 Short-term lease cost 384 271 Total lease cost $ 1,011 $ 898 Supplemental information related to leases for the periods reported is as follows: Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 773 $ 757 Weighted-average remaining lease term of operating leases (in years) 6.2 7.2 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 March 31, 2024, the balances of the right-of-use asset and operating lease liability were $12.2 million and $17.1 million, respectively. At December 31, 2023, the balances of the right-of-use asset and operating lease liability were $12.6 million and $17.7 million, respectively. Lease costs recorded during each of the three months ended March 31, 2024 and 2023 were million. Future minimum lease payments under the Summer Street Lease as of March 31, 2024 are as follows (in thousands): 2024 (1) $ 2,354 2025 3,189 2026 3,252 2027 3,318 2028 3,384 2029 and thereafter 4,901 Total future minimum lease payments 20,398 Less: present value adjustment (3,252) Operating lease liabilities 17,146 Less: current portion of operating lease liabilities (3,142) Operating lease liabilities, net of current portion $ 14,004 (1) For the nine months ending December 31, 2024. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block | |
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): March 31, 2024 December 31, 2023 Accrued compensation and benefits $ 12,298 $ 19,937 Accrued interest 6,424 5,953 Accrued restructuring liabilities 2,961 8,303 Accrued taxes 1,900 1,244 Other 7,815 8,817 Total accrued expenses and other current liabilities $ 31,398 $ 44,254 As of March 31, 2024, other accrued expenses of $7.8 million were comprised primarily of $6.0 million of uninvoiced vendor liabilities and $1.7 million of deferred revenue (Note 4). As of December 31, 2023, other accrued expenses of $8.8 million were comprised primarily of $6.1 million of uninvoiced vendor liabilities and $2.6 million of deferred revenue. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block | |
Debt | 8. Debt 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 U.S. Bank National Association, as trustee (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 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. The Company held the option to determine the settlement method for conversions of the 2024 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 (subject to, and in accordance with, the settlement provisions of the applicable Indenture). The Company has elected to settle conversions of the 2024 Convertible Notes through cash payment equal to the principal value and shares of Class A Common Stock for the conversion premium, if any. Holders of the 2024 Convertible Notes had the right to convert their 2024 Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2023 upon the occurrence of certain circumstances and no such conversions occurred. On or after December 15, 2023, until the close of business on the second scheduled trading day immediately preceding June 15, 2024, holders may convert their 2024 Convertible Notes, in multiples of $1,000 principal amount, at the option of the holder. The Company will settle conversions of the 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). Holders of the 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, 2025 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 2026 Convertible 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 the 2026 Convertible 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 2026 Convertible Notes on each such trading day; or ● upon the occurrence of specified corporate events described in the applicable Indenture. On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding June 15, 2026, the holders of the 2026 Convertible Notes may convert their 2026 Convertible 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 March 31, 2024 December 31, 2023 Principal: 2024 Convertible Notes $ 200,000 $ 200,000 2026 Convertible Notes 200,000 200,000 Less: unamortized debt issuance costs (1,723) (2,131) Net carrying amount $ 398,277 $ 397,869 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 March 31, 2024 2023 Contractual interest expense $ 1,125 $ 1,125 Amortization of debt issuance costs 408 402 Total interest expense $ 1,533 $ 1,527 Future minimum payments under the convertible senior notes as of March 31, 2024, are as follows (in thousands): 2024 (1) $ 203,750 2025 3,000 2026 201,500 Total future minimum payments under the convertible senior notes 408,250 Less: amounts representing interest (8,250) Less: unamortized debt issuance costs (1,723) Convertible senior notes balance $ 398,277 (1) For the nine months ending December 31, 2024. 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 (“Adjusted Term 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 March 31, 2024, the Company was in compliance with all covenants under the Revolving Credit Agreement. 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 $2.3 million at March 31, 2024. In June 2023, the Company borrowed $400.0 million to partially finance the VectivBio Acquisition. The outstanding principal balance on the revolving credit facility was $275.0 million and $300.0 million as of March 31, 2024 and December 31, 2023, respectively. The following table sets forth total interest expense recognized related to the Revolving Credit Agreement (in thousands): Three Months Ended March 31, 2024 Contractual interest expense $ 5,757 Amortization of debt issuance costs 180 Other financing costs 13 Total interest expense $ 5,950 |
Employee Stock Benefit Plans
Employee Stock Benefit Plans | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block | |
Employee Stock Benefit Plans | 9. Employee Stock Benefit Plans The Company has several share-based compensation plans under which stock options, restricted stock awards, restricted stock units and other share-based awards are available for grant to employees, officers, directors and consultants of the Company. The following table summarizes share-based compensation expense (in thousands): Three Months Ended March 31, 2024 2023 Share-based compensation expense: Research and development $ 2,213 $ 1,355 Selling, general and administrative 6,172 5,776 Total share-based compensation expense included in operating expenses 8,385 7,131 Income tax benefit 1,365 297 Total share-based compensation expense, net of tax $ 7,020 $ 6,834 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block | |
Income Taxes | 10. Income Taxes The income tax provision during interim periods is computed by applying an estimated annual U.S. effective income tax rate to U.S. 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 months ended March 31, 2024 and 2023, the Company recorded income tax expense of $9.1 million and $20.1 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. The Company continues to record a valuation allowance against certain deferred tax assets comprised primarily of net operating loss carryforwards in Switzerland, as well as U.S. federal and state tax credits that are expected to expire prior to utilization. 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. |
Workforce Reduction and Restruc
Workforce Reduction and Restructuring | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block | |
Workforce Reduction and Restructuring | 11. Workforce Reductions and Restructuring |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policy Text Blocks | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements and the related disclosures are unaudited and have been prepared in accordance with accounting principles generally accepted in the U.S. Additionally, certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission (“SEC”) on February 16, 2024 (the “2023 Annual Report on Form 10-K”). The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial position as of March 31, 2024, and the results of its operations for the three months ended March 31, 2024 and 2023, its statements of stockholders’ equity (deficit) for the three months ended March 31, 2024 and 2023, and its cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 and 2023 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 March 31, 2024 include the accounts of Ironwood and its wholly-owned subsidiaries, Ironwood Pharmaceuticals Securities Corporation, Ironwood Pharmaceuticals GmbH, VectivBio AG, VectivBio Comet AG, GlyPharma Therapeutic Inc. (“GlyPharma”), and VectivBio US, Inc. All intercompany transactions and balances are eliminated in consolidation. |
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. Estimates and assumptions in the condensed consolidated financial statements include those related to revenue recognition; accounts receivable; useful lives of long-lived assets; impairment of long-lived assets, including goodwill; valuation procedures for right-of-use assets and operating lease liabilities; income taxes, including uncertain tax positions and the valuation allowance for deferred tax assets; research and development expenses; contingencies; defined benefit pension liabilities; and share-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. |
New Accounting Pronouncements | New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company did not adopt any new accounting pronouncements during the three months ended March 31, 2024 that had a material effect on its condensed consolidated financial statements. In October 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-06, Disclosure Improvements: Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) . In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the condensed consolidated financial statements upon future adoption. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Table Text Blocks | |
Schedule of computation of basic and diluted net loss per common share | Three Months Ended March 31, 2024 (1) 2023 Numerator: Net income (loss) $ (4,162) $ 45,714 Add back interest expense, net of tax benefit, on assumed conversion of 2024 Convertible Notes — 447 Add back interest expense, net of tax benefit, on assumed conversion of 2026 Convertible Notes — 668 Numerator used in computing net income (loss) per share — diluted $ (4,162) $ 46,829 Denominator: Weighted average number of common shares outstanding used in computing net income (loss) per share — basic 157,700 154,452 Effect of dilutive securities: Stock options — 250 Time-based restricted stock units — 1,234 Performance-based restricted stock units — 736 Restricted stock — 126 Shares subject to issuance under Employee Stock Purchase Plan — 14 2024 Convertible Notes assumed conversion — 14,934 2026 Convertible Notes assumed conversion — 14,934 Dilutive potential common shares Weighted average number of common shares outstanding used in computing net income (loss) per share — diluted 157,700 186,680 Net income (loss) per share — basic $ (0.03) $ 0.30 Net income (loss) per share — diluted $ (0.03) $ 0.25 (1) During the three months ended March 31, 2024, 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 March 31, 2024 2023 Stock options 3,074 5,046 Time-based restricted stock units 860 570 Performance-based restricted stock units — 76 Note hedge warrants — 8,318 Total 3,934 14,010 |
Collaboration, License, and O_2
Collaboration, License, and Other Agreements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Table Text Blocks | |
Schedule of revenue attributable to transactions from collaboration and license arrangements | Three Months Ended March 31, Collaborative Arrangements Revenue 2024 2023 Linaclotide Collaboration and License Agreements: AbbVie (North America) $ 72,455 $ 102,336 AbbVie (Europe and other) 706 663 AstraZeneca (China, including Hong Kong and Macau) 121 91 Astellas (Japan) 368 391 Other Agreements: Asahi Kasei Pharma (apraglutide) 711 — Other 516 580 Total collaborative arrangements revenue $ 74,877 $ 104,061 |
AbbVie Plc | |
Table Text Blocks | |
Schedule of revenue attributable to transactions from collaboration and license arrangements | Three Months Ended March 31, 2024 2023 Collaborative arrangements revenue related to sales of LINZESS in the U.S. $ 71,715 $ 101,636 Royalty revenue 740 700 Total collaborative arrangements revenue $ 72,455 $ 102,336 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, Identical Assets Inputs Inputs 2024 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 83,809 $ 83,809 $ — $ — U.S. Treasury securities 10,836 — 10,836 — Commercial paper 2,735 — 2,735 — Total assets measured at fair value $ 97,380 $ 83,809 $ 13,571 $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 45,939 $ 45,939 $ — $ — U.S. Treasury securities 10,507 — 10,507 — Commercial paper 2,240 — 2,240 — Total assets measured at fair value $ 58,686 $ 45,939 $ 12,747 $ — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Table Text Blocks | |
Schedule of components of lease cost and supplemental cash flow information | Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost for the three months ended March 31, 2024 and 2023 are as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease cost $ 627 $ 627 Short-term lease cost 384 271 Total lease cost $ 1,011 $ 898 Supplemental information related to leases for the periods reported is as follows: Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 773 $ 757 Weighted-average remaining lease term of operating leases (in years) 6.2 7.2 Weighted-average discount rate of operating leases 5.8 % 5.8 % |
Schedule of future minimum lease payments under non-cancelable operating leases | 2024 (1) $ 2,354 2025 3,189 2026 3,252 2027 3,318 2028 3,384 2029 and thereafter 4,901 Total future minimum lease payments 20,398 Less: present value adjustment (3,252) Operating lease liabilities 17,146 Less: current portion of operating lease liabilities (3,142) Operating lease liabilities, net of current portion $ 14,004 (1) For the nine months ending December 31, 2024. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Table Text Blocks | |
Schedule of accrued expenses and other current liabilities | March 31, 2024 December 31, 2023 Accrued compensation and benefits $ 12,298 $ 19,937 Accrued interest 6,424 5,953 Accrued restructuring liabilities 2,961 8,303 Accrued taxes 1,900 1,244 Other 7,815 8,817 Total accrued expenses and other current liabilities $ 31,398 $ 44,254 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Table Text Blocks | |
Schedule of outstanding convertible senior notes | March 31, 2024 December 31, 2023 Principal: 2024 Convertible Notes $ 200,000 $ 200,000 2026 Convertible Notes 200,000 200,000 Less: unamortized debt issuance costs (1,723) (2,131) Net carrying amount $ 398,277 $ 397,869 |
Schedule of future minimum payments details of debt | 2024 (1) $ 203,750 2025 3,000 2026 201,500 Total future minimum payments under the convertible senior notes 408,250 Less: amounts representing interest (8,250) Less: unamortized debt issuance costs (1,723) Convertible senior notes balance $ 398,277 (1) For the nine months ending December 31, 2024. |
Secured Debt | |
Table Text Blocks | |
Schedule of interest expense | Three Months Ended March 31, 2024 Contractual interest expense $ 5,757 Amortization of debt issuance costs 180 Other financing costs 13 Total interest expense $ 5,950 |
Convertible Senior Notes | |
Table Text Blocks | |
Schedule of interest expense | Three Months Ended March 31, 2024 2023 Contractual interest expense $ 1,125 $ 1,125 Amortization of debt issuance costs 408 402 Total interest expense $ 1,533 $ 1,527 |
Employee Stock Benefit Plans (T
Employee Stock Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Table Text Blocks | |
Share-based compensation expense reflected in the condensed consolidated statements of operations | Three Months Ended March 31, 2024 2023 Share-based compensation expense: Research and development $ 2,213 $ 1,355 Selling, general and administrative 6,172 5,776 Total share-based compensation expense included in operating expenses 8,385 7,131 Income tax benefit 1,365 297 Total share-based compensation expense, net of tax $ 7,020 $ 6,834 |
Nature of Business (Details)
Nature of Business (Details) | Jun. 30, 2023 |
VectivBio Holding AG and its subsidiaries | |
Acquisitions | |
Asset acquisition, ownership interest, percentage (as a percent) | 98% |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net Income (Loss) | $ (4,162) | $ 45,714 |
Numerator used in computing net income (loss) per share - basic | (4,162) | 45,714 |
Numerator used in computing net income (loss) per share - diluted | $ (4,162) | $ 46,829 |
Denominator: | ||
Weighted average number of common shares outstanding used in computing net income (loss) per share - basic (in shares) | 157,700 | 154,452 |
Effect of dilutive securities: | ||
Weighted average number of common shares outstanding used in computing net income (loss) per share - diluted (in shares) | 157,700 | 186,680 |
Net income (loss) per share - basic (in dollars per share) | $ (0.03) | $ 0.30 |
Net income (loss) per share - diluted (in dollars per share) | $ (0.03) | $ 0.25 |
0.75% Convertible Senior Notes due 2024 | ||
Numerator: | ||
Add back interest expense, net of tax benefit, on assumed conversion of convertible notes | $ 447 | |
Effect of dilutive securities: | ||
Effect of dilutive securities, convertible notes | 14,934 | |
1.50% Convertible Senior Notes due 2026 | ||
Numerator: | ||
Add back interest expense, net of tax benefit, on assumed conversion of convertible notes | $ 668 | |
Effect of dilutive securities: | ||
Effect of dilutive securities, convertible notes | 14,934 | |
Employee Stock Option | ||
Effect of dilutive securities: | ||
Effect of dilutive securities, share-based compensation | 250 | |
Time-based Restricted Stock Units | ||
Effect of dilutive securities: | ||
Effect of dilutive securities, share-based compensation | 1,234 | |
Performance-based Restricted Stock Units | ||
Effect of dilutive securities: | ||
Effect of dilutive securities, share-based compensation | 736 | |
Restricted Stock | ||
Effect of dilutive securities: | ||
Effect of dilutive securities, share-based compensation | 126 | |
Employee Stock | ||
Effect of dilutive securities: | ||
Effect of dilutive securities, share-based compensation | 14 |
Net Income (Loss) Per Share - P
Net Income (Loss) Per Share - Potentially Dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 3,934 | 14,010 |
Employee Stock Option | ||
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 3,074 | 5,046 |
Time-based Restricted Stock Units | ||
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 860 | 570 |
Performance-based Restricted Stock Units | ||
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 76 | |
Note Hedge Warrants | ||
Potentially dilutive securities | ||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 8,318 |
Collaboration, License, and O_3
Collaboration, License, and Other Agreements - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Revenue | $ 74,877 | $ 104,061 |
Collaborative arrangement, other agreements | ||
Revenues: | ||
Revenue | 516 | 580 |
AbbVie Plc | Royalty | ||
Revenues: | ||
Revenue | 700 | 700 |
AbbVie Plc | North America | Collaborative arrangements revenue | ||
Revenues: | ||
Revenue | 72,455 | 102,336 |
AbbVie Plc | North America | Collaborative arrangement, collaboration and license agreements | ||
Revenues: | ||
Revenue | 72,455 | 102,336 |
AbbVie Plc | North America | Royalty | ||
Revenues: | ||
Revenue | 740 | 700 |
AbbVie Plc | Europe and Other | Collaborative arrangement, collaboration and license agreements | ||
Revenues: | ||
Revenue | 706 | 663 |
AstraZeneca | Collaborative arrangement, collaboration and license agreements | ||
Revenues: | ||
Revenue | 121 | 91 |
Astellas Pharma Inc. | Collaborative arrangement, collaboration and license agreements | ||
Revenues: | ||
Revenue | 368 | $ 391 |
Asahi Kasei Pharma Corporation | Collaborative arrangement, development and commercialization agreements | ||
Revenues: | ||
Revenue | $ 711 |
Collaboration, License, and O_4
Collaboration, License, and Other Agreements - Accounts Receivable (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts receivable, net | ||
Accounts receivable, net | $ 72 | $ 129.1 |
Accounts receivable, net of accounts payable | 70.9 | 112.6 |
AbbVie Plc | ||
Accounts receivable, net | ||
Accounts payable | $ 3.6 | $ 4.3 |
Collaboration, License, and O_5
Collaboration, License, and Other Agreements - North America - General Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) item $ / shares | Mar. 31, 2023 USD ($) | |
Collaboration, License, Promotion and Other Commercial Agreements | ||
Research and development expense | $ 25,815 | $ 12,847 |
Net income per share, excluding collaborative arrangements revenue reduction - basic (in dollars per share) | $ / shares | $ 0.14 | |
Net income per share, excluding collaborative arrangements revenue reduction - diluted (in dollars per share) | $ / shares | $ 0.12 | |
AbbVie Plc | ||
Collaboration, License, Promotion and Other Commercial Agreements | ||
Remaining commercial-period performance obligations | item | 3 | |
Cost sharing amount, reduction to research and development | $ 2,300 | 3,000 |
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 | $ 1,500 | $ 1,300 |
North America | AbbVie Plc | Collaborative arrangements, LINZESS | ||
Collaboration, License, Promotion and Other Commercial Agreements | ||
Revenue, reduction | 38,000 | |
Revenue, reduction related to information provided by counterparty subsequent to the quarterly collaboration accounting settlement process | $ 30,000 |
Collaboration, License, and O_6
Collaboration, License, and Other Agreements - North America - Collaborative Arrangements Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Revenue | $ 74,877 | $ 104,061 |
AbbVie Plc | Royalty | ||
Revenues: | ||
Revenue | 700 | 700 |
AbbVie Plc | North America | Collaborative arrangements revenue | ||
Revenues: | ||
Revenue | 72,455 | 102,336 |
AbbVie Plc | North America | Collaborative arrangement, collaboration and license agreements | ||
Revenues: | ||
Revenue | 72,455 | 102,336 |
AbbVie Plc | North America | Collaborative arrangements, LINZESS | ||
Revenues: | ||
Revenue | 71,715 | 101,636 |
AbbVie Plc | North America | Royalty | ||
Revenues: | ||
Revenue | $ 740 | $ 700 |
Collaboration, License, and O_7
Collaboration, License, and Other Agreements - North America - Commercial Efforts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Collaboration, License, Promotion and Other Commercial Agreements | ||
Revenue | $ 74,877 | $ 104,061 |
Selling, general and administrative | 37,605 | 31,117 |
Collaborative arrangements, LINZESS | AbbVie Plc | U.S. | ||
Collaboration, License, Promotion and Other Commercial Agreements | ||
Selling, general and administrative | $ 10,200 | $ 9,700 |
Collaboration, License, and O_8
Collaboration, License, and Other Agreements - North America - Royalty Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Revenue | $ 74,877 | $ 104,061 |
Collaborative arrangements revenue | North America | AbbVie Plc | ||
Revenues: | ||
Revenue | 72,455 | 102,336 |
Collaborative arrangement, collaboration and license agreements | North America | AbbVie Plc | ||
Revenues: | ||
Revenue | 72,455 | 102,336 |
Royalty | AbbVie Plc | ||
Revenues: | ||
Revenue | 700 | 700 |
Royalty | North America | AbbVie Plc | ||
Revenues: | ||
Revenue | 740 | 700 |
Royalty | Canada and Mexico | AbbVie Plc | ||
Revenues: | ||
Revenue | $ 700 | $ 700 |
Collaboration, License, and O_9
Collaboration, License, and Other Agreements - European and Other Territories (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Oct. 31, 2015 | |
Collaboration, License, Promotion and Other Commercial Agreements | |||
Revenue | $ 74,877 | $ 104,061 | |
Collaborative arrangement, collaboration and license agreements | AbbVie Plc | Europe and Other | |||
Collaboration, License, Promotion and Other Commercial Agreements | |||
Revenue | $ 706 | 663 | |
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 |
Collaboration, License, and _10
Collaboration, License, and Other Agreements - Japan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Collaboration, License, Promotion and Other Commercial Agreements | ||
Revenue | $ 74,877 | $ 104,061 |
Collaborative arrangement, collaboration and license agreements | Astellas Pharma Inc. | ||
Collaboration, License, Promotion and Other Commercial Agreements | ||
Revenue | 368 | 391 |
Royalty | Astellas Pharma Inc., 2009 License Agreement, Amended 2019 | ||
Collaboration, License, Promotion and Other Commercial Agreements | ||
Revenue | $ 400 | $ 400 |
Collaboration, License, and _11
Collaboration, License, and Other Agreements - China, Hong Kong and Macau (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Collaboration, License, Promotion and Other Commercial Agreements | |||
Revenue | $ 74,877 | $ 104,061 | |
AstraZeneca | |||
Collaboration, License, Promotion and Other Commercial Agreements | |||
Collaborative arrangement, royalty percentage, aggregate annual net product sales, maximum (as a percent) | 20% | ||
Milestone payment to be received by company upon milestone achievement | $ 90,000 | ||
Collaborative arrangement, non-contingent installment payments receivable | $ 15,000 | ||
AstraZeneca | Collaborative arrangement, collaboration and license agreements | |||
Collaboration, License, Promotion and Other Commercial Agreements | |||
Revenue | $ 121 | $ 91 |
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 | ||||||||
Apr. 30, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2022 JPY (¥) | Nov. 30, 2021 USD ($) | Mar. 31, 2024 USD ($) item | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Jun. 28, 2023 USD ($) | Mar. 31, 2022 JPY (¥) | |
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||
Revenue | $ 74,877 | $ 104,061 | ||||||||
Deferred revenue, current | 1,700 | $ 2,600 | ||||||||
Research and development expense | 25,815 | $ 12,847 | ||||||||
Accrued research and development costs | 11,880 | $ 21,331 | ||||||||
Collaborative arrangement, upfront payment received | $ 24,600 | ¥ 3,000 | ||||||||
Collaborative arrangement, development related payment, received | 9,000 | 1,100 | ||||||||
Collaborative arrangement, development milestones, received | 4,100 | 500 | ||||||||
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 | |||||||||
Collaborative arrangement, milestones. potential commercial milestone payments, term of agreement, payable | 440,000 | |||||||||
Research and development expense | $ 6,000 | |||||||||
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 | $ 1,700 | |||||||||
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 | ||||||||
Collaborative arrangement, performance obligations, number | item | 2 | |||||||||
Asahi Kasei Pharma Corporation | Collaborative arrangement, development and commercialization agreements | ||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||
Revenue | $ 711 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - General Information (Details) | Mar. 31, 2023 |
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) - Recurring basis - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Total assets measured at fair value | $ 97,380 | $ 58,686 |
Money market funds | ||
Assets: | ||
Cash and cash equivalents | 83,809 | 45,939 |
U.S. Treasury securities | ||
Assets: | ||
Cash and cash equivalents | 10,836 | 10,507 |
Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 2,735 | 2,240 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total assets measured at fair value | 83,809 | 45,939 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 83,809 | 45,939 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total assets measured at fair value | 13,571 | 12,747 |
Significant Other Observable Inputs (Level 2) | U.S. Treasury securities | ||
Assets: | ||
Cash and cash equivalents | 10,836 | 10,507 |
Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | $ 2,735 | $ 2,240 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Convertible Senior Notes (Details) - Convertible Senior Notes - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 31, 2019 |
0.75% Convertible Senior Notes due 2024 | |||
Fair value disclosures | |||
Debt instrument, face amount | $ 200,000 | $ 200,000 | $ 200,000 |
Stated interest rate (as a percent) | 0.75% | ||
0.75% Convertible Senior Notes due 2024 | Significant Other Observable Inputs (Level 2) | |||
Fair value disclosures | |||
Estimated fair value | 198,000 | 209,600 | |
1.50% Convertible Senior Notes due 2026 | |||
Fair value disclosures | |||
Debt instrument, face amount | 200,000 | 200,000 | $ 200,000 |
Stated interest rate (as a percent) | 1.50% | ||
1.50% Convertible Senior Notes due 2026 | Significant Other Observable Inputs (Level 2) | |||
Fair value disclosures | |||
Estimated fair value | $ 203,000 | $ 217,100 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Capped Calls (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 |
Leases - Letters of Credit (Det
Leases - Letters of Credit (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Summer Street Lease and Vehicle Lease | |
Leases | |
Letters of credit outstanding, amount | $ 1.2 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lease Cost | ||
Operating lease cost | $ 627 | $ 627 |
Short-term lease cost | 384 | 271 |
Total lease cost | $ 1,011 | $ 898 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Leases | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 773 | $ 757 |
Weighted-average remaining lease term of operating leases | 6 years 2 months 12 days | 7 years 2 months 12 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 | ||
Jun. 30, 2019 ft² | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Operating Leases | ||||
Weighted-average discount rate of operating leases (as a percent) | 5.80% | 5.80% | ||
Operating lease right-of-use assets | $ 12,208 | $ 12,586 | ||
Operating lease liability | 17,146 | |||
Operating lease cost | $ 627 | $ 627 | ||
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% | |||
Operating lease right-of-use assets | $ 12,200 | 12,600 | ||
Operating lease liability | 17,100 | $ 17,700 | ||
Operating lease cost | $ 600 | $ 600 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Future Minimum Lease Payments | |
2024 | $ 2,354 |
2025 | 3,189 |
2026 | 3,252 |
2027 | 3,318 |
2028 | 3,384 |
2029 and thereafter | 4,901 |
Total future minimum lease payments | $ 20,398 |
Leases - Operating Lease Obliga
Leases - Operating Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating lease obligations | ||
Total future minimum lease payments | $ 20,398 | |
Less: present value adjustment | (3,252) | |
Operating lease liabilities | 17,146 | |
Less: current portion of operating lease liabilities | (3,142) | $ (3,126) |
Operating lease liabilities, net of current portion | $ 14,004 | $ 14,543 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Tabular Disclosure (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Expenses | ||
Accrued compensation and benefits | $ 12,298 | $ 19,937 |
Accrued interest | 6,424 | 5,953 |
Accrued restructuring liabilities | 2,961 | 8,303 |
Accrued taxes | 1,900 | 1,244 |
Other | 7,815 | 8,817 |
Total accrued expenses and other current liabilities | $ 31,398 | $ 44,254 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Expenses | ||
Other accrued expenses | $ 7,815 | $ 8,817 |
Other accrued liabilities, uninvoiced vendor liabilities | 6,000 | 6,100 |
Deferred revenue, current | $ 1,700 | $ 2,600 |
Debt - General Information (Det
Debt - General Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Jun. 30, 2023 USD ($) | May 31, 2023 USD ($) | Aug. 31, 2019 USD ($) | Mar. 31, 2024 USD ($) | Sep. 30, 2023 USD ($) item | Dec. 31, 2023 USD ($) | |
Debt | ||||||
Repayments of revolving credit facility | $ 25,000 | |||||
Payments for convertible note hedges | $ 25,200 | |||||
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 (as a percent) | 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 | 2,300 | |||||
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 | $ 275,000 | $ 300,000 | ||||
Proceeds from revolving credit facility | $ 400,000 | |||||
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Secured Debt | ||
Interest Expense | ||
Contractual interest expense | $ 5,757 | |
Amortization of debt issuance costs | 180 | |
Other financing costs | 13 | |
Total interest expense | 5,950 | |
Convertible Senior Notes | ||
Interest Expense | ||
Contractual interest expense | 1,125 | $ 1,125 |
Amortization of debt issuance costs | 408 | 402 |
Total interest expense | $ 1,533 | $ 1,527 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes - Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 31, 2019 |
Principal: | |||
Less: unamortized debt issuance costs | $ (1,723) | $ (2,131) | |
Net carrying amount | 398,277 | 397,869 | |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Future minimum payments of Convertible senior notes | ||
2024 | $ 203,750 | |
2025 | 3,000 | |
2026 | 201,500 | |
Total future minimum payments under the convertible senior notes | 408,250 | |
Less: amounts representing interest | (8,250) | |
Less: unamortized debt issuance costs | (1,723) | $ (2,131) |
Net carrying amount | $ 398,277 | $ 397,869 |
Debt - Convertible Senior Not_3
Debt - Convertible Senior Notes Due 2024 and Convertible Senior Notes Due 2026 (Details) - Convertible Senior Notes | 1 Months Ended | 3 Months Ended | |
Aug. 31, 2019 USD ($) D $ / shares | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | |||
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 | 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 | 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 | 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 | Maximum | Measurement period | |||
Debt | |||
Conversion premium percentage on sale price of common stock | 98% | ||
0.75% Convertible Senior Notes due 2024 | |||
Debt | |||
Debt instrument, face amount | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 |
Stated interest rate (as a percent) | 0.75% | ||
Debt instrument, maturity date | Jun. 15, 2024 | ||
Debt instrument term | 5 years | ||
1.50% Convertible Senior Notes due 2026 | |||
Debt | |||
Debt instrument, face amount | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 |
Stated interest rate (as a percent) | 1.50% | ||
Debt instrument, maturity date | Jun. 15, 2026 | ||
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 | Mar. 31, 2024 | |
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 - 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 (D
Employee Stock Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Stock Benefit Plans | ||
Total share-based compensation expense included in operating expenses | $ 8,385 | $ 7,131 |
Income tax benefit | 1,365 | 297 |
Total share-based compensation expense, net of tax | 7,020 | 6,834 |
Research and Development Expense | ||
Employee Stock Benefit Plans | ||
Total share-based compensation expense included in operating expenses | 2,213 | 1,355 |
Selling, General and Administrative Expenses | ||
Employee Stock Benefit Plans | ||
Total share-based compensation expense included in operating expenses | $ 6,172 | $ 5,776 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Taxes | ||
Income tax (benefit) expense | $ 9,120 | $ 20,147 |
Workforce Reduction and Restr_2
Workforce Reduction and Restructuring (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
VectivBio Acquisition-related Workforce Reductions, June 2023 | |
Restructuring Expenses | |
Restructuring expenses | $ 0.4 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (4,162) | $ 45,714 |
Insider Trading Arrangements
Insider Trading Arrangements - Julie McHugh | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Item 5. Other Information During the quarter ended March 31, 2024, 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, the material terms of which are 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 (1) Aggregate Number of Securities Julie McHugh (Director) Adoption (March 11, 2024) Rule 10b5-1 trading arrangement Sale March 1, 2025 22,766 (1) The dates in this column represent the scheduled expiration date of each director or officer’s Rule 10b5-1 trading arrangement. Each Rule 10b5-1 trading arrangement may terminate earlier than the date provided should all transactions contemplated thereunder occur prior to such date. |
Name | Julie McHugh |
Title | Director |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 11, 2024 |
Aggregate Available | 22,766 |
Trd Arr Expiration Date | Mar. 01, 2025 |