Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Registrant Name | ROIVANT SCIENCES LTD. | |
Entity Central Index Key | 0001635088 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 001-40782 | |
Entity Incorporation, State or Country Code | D0 | |
Entity Tax Identification Number | 98-1173944 | |
Entity Address, Address Line One | Suite 1, 3rd Floor | |
Entity Address, Address Line Two | 11-12 St. James’s Square | |
Entity Address, City or Town | London | |
Entity Address, Postal Zip Code | SW1Y 4LB | |
Country Region | +44 | |
City Area Code | 207 | |
Local Phone Number | 400 3347 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Address, Country | GB | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 703,625,412 | |
Warrant [Member] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one Common Share at an exercise price of $11.50 per share | |
Trading Symbol | ROIVW | |
Security Exchange Name | NASDAQ | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Shares, $0.0000000341740141 per share | |
Trading Symbol | ROIV | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,942,215 | $ 2,060,400 |
Restricted cash | 3,953 | 3,903 |
Other current assets | 93,274 | 82,220 |
Total current assets | 2,039,442 | 2,146,523 |
Property and equipment, net | 31,689 | 25,905 |
Operating lease right-of-use assets | 59,429 | 61,044 |
Restricted cash, net of current portion | 10,301 | 9,731 |
Investments measured at fair value | 301,287 | 325,834 |
Intangible assets, net | 145,430 | |
Other assets | 12,820 | 16,092 |
Total assets | 2,600,398 | 2,585,129 |
Current liabilities: | ||
Accounts payable | 161,304 | 34,583 |
Accrued expenses | 109,354 | 127,531 |
Operating lease liabilities | 11,858 | 11,398 |
Current portion of long-term debt (includes $27,300 accounted for under the fair value option at June 30, 2022) | 33,304 | 0 |
Deferred revenue | 9,011 | 10,147 |
Other current liabilities | 4,084 | 708 |
Total current liabilities | 328,915 | 184,367 |
Liability instruments measured at fair value | 28,181 | 44,912 |
Operating lease liabilities, noncurrent | 60,395 | 62,468 |
Long-term debt, net of current portion (includes $200,700 and $177,400 accounted for under the fair value option at June 30, 2022 and March 31, 2022, respectively) | 383,720 | 210,025 |
Deferred revenue, noncurrent | 13,146 | 13,740 |
Other liabilities | 8,159 | 8,183 |
Total liabilities | 822,516 | 523,695 |
Commitments and contingencies (Note 10) | ||
Redeemable noncontrolling interest | 22,491 | 22,491 |
Shareholders' equity: | ||
Common shares, par value $0.0000000341740141 per share, 7,000,000,000 shares authorized and 701,171,465 and 694,975,965 shares issued and outstanding at June 30, 2022 and March 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 4,474,624 | 4,421,614 |
Accumulated deficit | (3,095,533) | (2,763,724) |
Accumulated other comprehensive income (loss) | 5,020 | (946) |
Shareholders' equity attributable to Roivant Sciences Ltd. | 1,384,111 | 1,656,944 |
Noncontrolling interests | 371,280 | 381,999 |
Total shareholders' equity | 1,755,391 | 2,038,943 |
Total liabilities, redeemable noncontrolling interest and shareholders' equity | $ 2,600,398 | $ 2,585,129 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Current portion of long-term debt | $ 27,300 | |
Long term debt accounted under fair value option | $ 200,700 | $ 177,400 |
Common stock, par or stated value per share | $ 0.00 | $ 0.00 |
Common stock, shares authorized | 7,000,000,000 | 7,000,000,000 |
Common stock, shares issued | 701,171,465 | 694,975,965 |
Common stock, shares outstanding | 701,171,465 | 694,975,965 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | |||
Revenue, net | $ 4,319 | $ 7,735 | ||
Operating expenses: | ||||
Cost of revenues | 1,726 | 742 | ||
Research and development (includes $12,243 and $1,615 of share-based compensation expense for the three months ended June 30, 2022 and 2021, respectively) | 135,830 | 78,515 | ||
Acquired in-process research and development | 0 | 111 | ||
Selling, general and administrative (includes $60,551 and $17,654 of share-based compensation expense for the three months ended June 30, 2022 and 2021, respectively) | 149,072 | 82,754 | ||
Total operating expenses | 286,628 | 162,122 | ||
Loss from operations | (282,309) | (154,387) | ||
Other income (expense): | ||||
Change in fair value of investments | 24,547 | 8,619 | ||
Change in fair value of debt and liability instruments | 41,213 | 4,585 | ||
Gain on termination of Sumitomo Options | 0 | (66,472) | ||
Other expense (income), net | 1,716 | (134) | ||
Loss before income taxes | (349,785) | (100,985) | ||
Income tax expense | 3,999 | 93 | ||
Net loss | (353,784) | (101,078) | [1] | |
Net loss attributable to noncontrolling interests | (21,975) | (18,895) | ||
Net loss attributable to Roivant Sciences Ltd. | $ (331,809) | $ (82,183) | ||
Net loss per common share—basic | [1] | $ (0.48) | $ (0.13) | |
Net loss per common share—diluted | [1] | $ (0.48) | $ (0.13) | |
Weighted average shares outstanding—basic | [1] | 695,878,859 | 649,856,203 | |
Weighted average shares outstanding—diluted | [1] | 695,878,859 | 649,856,203 | |
[1]Retroactively restated for the stock subdivision as described in Note 7. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based compensation | $ 72,794 | $ 19,269 |
Research and Development Expense [Member] | ||
Share-based compensation | 12,243 | 1,615 |
General and Administrative Expense [Member] | ||
Share-based compensation | $ 60,551 | $ 17,654 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Statement of Stockholders' Equity [Abstract] | |||
Net loss | $ (353,784) | $ (101,078) | [1] |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 5,767 | (2,439) | |
Total other comprehensive income (loss) | 5,767 | (2,439) | |
Comprehensive loss | (348,017) | (103,517) | |
Comprehensive loss attributable to noncontrolling interests | (22,174) | (18,682) | |
Comprehensive loss attributable to Roivant Sciences Ltd. | $ (325,843) | $ (84,835) | |
[1]Retroactively restated for the stock subdivision as described in Note 7. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interest [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscriptions Receivables [Member] | AOCI Attributable to Parent [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | |
Balance, temporary equity at Mar. 31, 2021 | $ 22,491 | ||||||||
Balance at Mar. 31, 2021 | [1] | $ 2,039,514 | $ 0 | $ 3,814,805 | $ (100,000) | $ 1,445 | $ (1,918,462) | $ 241,726 | |
Balance, shares at Mar. 31, 2021 | [1] | 651,576,293 | |||||||
Issuance of subsidiary warrants | [1] | 2,075 | 2,051 | 24 | |||||
Cash contribution to majority-owned subsidiaries | [1] | 0 | (2,973) | 2,973 | |||||
Share-based compensation | [1] | 19,269 | 11,091 | 8,178 | |||||
Foreign currency translation adjustment | [1] | (2,439) | (2,652) | 213 | |||||
Net loss | [1] | (101,078) | (82,183) | (18,895) | |||||
Balance, temporary equity at Jun. 30, 2021 | 22,491 | ||||||||
Balance at Jun. 30, 2021 | [1] | 1,957,341 | $ 0 | 3,824,974 | (100,000) | (1,207) | (2,000,645) | 234,219 | |
Balance, shares at Jun. 30, 2021 | [1] | 651,576,293 | |||||||
Balance, temporary equity at Mar. 31, 2022 | 22,491 | ||||||||
Balance at Mar. 31, 2022 | 2,038,943 | 4,421,614 | (946) | (2,763,724) | 381,999 | ||||
Balance, shares at Mar. 31, 2022 | 694,975,965 | ||||||||
Issuance of subsidiary common shares to the Company | (251) | 251 | |||||||
Stock options exercised and equity instruments vested and settled, net of tax withholding, Shares | 4,739,781 | ||||||||
Stock options exercised and equity instruments vested and settled, net of tax withholding | (8,329) | (8,329) | $ 0 | ||||||
Issuance of the Company's common shares related to settlement of transaction consideration, shares | 1,455,719 | ||||||||
Share-based compensation | 72,794 | 61,590 | 11,204 | ||||||
Foreign currency translation adjustment | 5,767 | 5,966 | (199) | ||||||
Net loss | (353,784) | (331,809) | (21,975) | ||||||
Balance, temporary equity at Jun. 30, 2022 | $ 22,491 | ||||||||
Balance at Jun. 30, 2022 | $ 1,755,391 | $ 4,474,624 | $ 5,020 | $ (3,095,533) | $ 371,280 | ||||
Balance, shares at Jun. 30, 2022 | 701,171,465 | ||||||||
[1]Retroactively restated for the stock subdivision as described in Note 7. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Cash flows from operating activities: | |||
Net loss | $ (353,784) | $ (101,078) | [1] |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation | 72,794 | 19,269 | |
Change in fair value of investments | 24,547 | 8,619 | |
Change in fair value of debt and liability instruments | 41,213 | 4,585 | |
Gain on termination of Sumitomo Options | 0 | (61,472) | |
Other | 11,263 | 838 | |
Changes in assets and liabilities, net of effects from acquisition and divestiture: | |||
Accounts payable | (19,451) | (6,343) | |
Accrued expenses | (18,177) | (7,340) | |
Operating lease liabilities | (2,304) | (1,957) | |
Deferred revenue | (1,730) | (2,141) | |
Other | (6,453) | 5,850 | |
Net cash used in operating activities | (252,082) | (141,170) | |
Cash flows from investing activities: | |||
Purchase of property and equipment | (7,459) | (2,339) | |
Net cash used in investing activities | (7,459) | (2,339) | |
Cash flows from financing activities: | |||
Proceeds from subsidiary debt financings, net of financing costs paid | 159,899 | 36,400 | |
Repayment of debt by subsidiary | (7,344) | (21,590) | |
Payment of offering and loan origination costs | (2,250) | (4,600) | |
Taxes paid related to net settlement of equity instruments | (8,329) | 0 | |
Net cash provided by financing activities | 141,976 | 10,210 | |
Net change in cash, cash equivalents and restricted cash | (117,565) | (133,299) | |
Cash, cash equivalents and restricted cash at beginning of period | 2,074,034 | 2,141,676 | |
Cash, cash equivalents and restricted cash at end of period | 1,956,469 | 2,008,377 | |
Non-cash investing and financing activities: | |||
Offering costs included in accounts payable and accrued expenses | 0 | 4,999 | |
Intangible assets acquired but not paid | 146,172 | 0 | |
Other | $ 691 | $ 6,654 | |
[1]Retroactively restated for the stock subdivision as described in Note 7. |
Description of Business and Liq
Description of Business and Liquidity | 3 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Liquidity | Note 1—Description of Business and Liquidity (A) Description of Business Roivant Sciences Ltd. (inclusive of its consolidated subsidiaries, the “Company” or “RSL”) aims to improve health by rapidly delivering innovative medicines and technologies to patients. The Company does this by building biotech and healthcare technology companies (“Vants”) and deploying technology to drive greater efficiency in research and development and commercialization. In addition to biopharmaceutical subsidiaries, the Company also builds technology Vants focused on improving the process of developing and commercializing medicines. The Company was founded on April 7, 2014 as a Bermuda exempted limited company. VTAMA ® The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The Company’s subsidiaries are wholly owned subsidiaries and majority-owned or controlled subsidiaries. Refer to Note 3, “Investments” for further discussion of the Company’s investments in unconsolidated entities. On September 30, 2021, RSL completed its business combination (the “Business Combination”) with Montes Archimedes Acquisition Corp. (“MAAC”), a special purpose acquisition company, and began trading on Nasdaq under the ticker symbol “ROIV.” (B) Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of June 30, 2022, the Company had cash and cash equivalents of approximately $1.9 billion and its accumulated deficit was approximately $3.1 billion. For the three months ended June 30, 2022 and 2021, the Company incurred net losses of $353.8 million and $101.1 million, respectively. The Company has historically financed its operations primarily through the sale of equity securities, sale of subsidiary interests, debt financings and revenue generated from licensing and collaboration arrangements. Through its subsidiary Dermavant Sciences Ltd., the Company has launched its first commercial product, VTAMA, following approval by the FDA in May 2022. The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals to market its product candidates, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company intends to raise such additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates or take other steps to conserve capital. The Company expects its existing cash and cash equivalents will be sufficient to fund its committed operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of these condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies (A) Basis of Presentation and Principles of Consolidation The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2022. The unaudited condensed consolidated balance sheet at March 31, 2022 has been derived from the audited consolidated financial statements at that date. In the opinion of management, the unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. Certain prior year amounts were reclassified to conform to current year presentation. Operating results for the three months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2023, for any other interim period, or for any other future year. Any references in these notes to applicable accounting guidance are meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (‘‘ASC’’) and Accounting Standards Updates (‘‘ASU’’) of the Financial Accounting Standards Board (‘‘FASB’’). The unaudited condensed consolidated financial statements include the accounts of RSL and the subsidiaries in which it has a controlling financial interest, most often through a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to noncontrolling interests in its unaudited condensed consolidated statements of operations equal to the percentage of common stock ownership interest retained in the respective operations by the noncontrolling parties. The Company presents noncontrolling interests as a component of shareholders’ equity on its unaudited condensed consolidated balance sheets. The Company accounts for changes in its ownership interest in its subsidiaries while control is retained as equity transactions. The carrying amount of the noncontrolling interest is adjusted to reflect the change in RSL’s ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is recognized within shareholders’ equity attributable to RSL. (B) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Additionally COVID-19 COVID-19 that (C) Concentrations Financial instruments that potentially subject the Company to concentration of credit risk include cash and cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments. The Company has long-lived assets in different geographic locations. As of June 30, 2022 and March 31, 2022, a majority of the Company’s long-lived assets were located in the United States. (D) Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Restricted cash classified as a current asset consists of legally restricted non-interest Cash as reported in the condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the accompanying condensed consolidated balance sheets as follows (in thousands): June 30, 2022 March 31, 2022 Cash and cash equivalents $ 1,942,215 $ 2,060,400 Restricted cash 14,254 13,634 Cash, cash equivalents and restricted cash $ 1,956,469 $ 2,074,034 (E) Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses any litigation or other claims it may confront to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. (F) Inventory Inventories are recorded at the lower-of-cost or net realizable value, with cost determined based on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of the Company’s business, less reasonably predictable costs of completion, disposal, and transportation. The cost basis of the Company’s inventories is reduced for any products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. Inventories include the cost for raw materials, the cost to manufacture the raw materials into finished goods, and overhead. The Company performs an assessment of the recoverability of inventories during each reporting period and writes down any excess and obsolete inventories to their net realizable value in the period in which the impairment is first identified. If they occur, such impairment charges are recorded as a component of cost of goods sold in the condensed consolidated statements of operations. Prior to initial regulatory approval, the Company expenses costs relating to the production of inventory as research and development expenses when incurred. After such time as the product receives initial regulatory approval, the Company capitalizes inventory costs related to the product. Inventory is included in “Other current assets” on the accompanying condensed consolidated balance sheets. (G) Investments Investments in equity securities may be accounted for using (i) the fair value option, if elected, (ii) fair value through earnings if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment. The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company believes the fair value option best reflects the underlying economics of the investment. See Note 3, “Investments.” (H) Intangible Assets, Net Finite-lived intangible assets are recorded at cost, net of accumulated amortization, and, if applicable, impairment charges. Amortization of finite-lived intangible assets is recorded over the assets’ estimated useful lives on a straight-line basis or based on the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. See Note 4, “Intangible Assets.” (I) Fair Value Measurements The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for financial instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations • Level 2-Valuations • Level 3-Valuations To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments include shares of common stock of Arbutus Biopharma Corporation (“Arbutus”); shares of common stock of Sio Gene Therapies Inc. (“Sio”); shares of common stock of Heracles Parent, L.L.C., the parent entity of Datavant, (as defined and discussed in Note 3, “Investments”); liability instruments issued, including warrant and earn-out “Earn-Out The shares of Arbutus and Sio common stock and investments in common stock with a readily determinable fair value are classified as Level 1, and their fair value is determined based upon quoted market prices in an active market. The shares of common stock of Heracles Parent, L.L.C., the parent entity of Datavant (as defined and discussed in Note 3, “Investments”) and liability instruments issued, excluding the Public Warrants (as defined and discussed in Note 11, “Earn-Out (J) Research and Development Expenses Research and development (“R&D”) costs are expensed as incurred. Preclinical and clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. R&D costs primarily consist of costs associated with preclinical studies and clinical trials, including amounts paid to contract research organizations, contract manufacturing organizations, and other third parties that conduct R&D activities on behalf of the Company, as well as employee-related expenses, such as salaries, share-based compensation, and benefits, for employees engaged in R&D activities. (K) Acquired In-Process Research and Development Expenses Acquired in-process research and development (“IPR&D”) expenses include consideration for the purchase of IPR&D through asset acquisitions and license agreements as well as payments made in connection with asset acquisitions and license agreements upon the achievement of development milestones. These expenses were previously recorded in “Research and development” on the condensed consolidated statements of operations. Prior periods have been revised to conform to the current period presentation. The Company evaluates in-licensed agreements for IPR&D projects to determine if it meets the definition of a business and thus should be accounted for as a business combination. If the in-licensed agreement for IPR&D does not meet the definition of a business and the assets have not reached technological feasibility and therefore have no alternative future use, the Company expenses payments made under such license agreements as acquired in-process research and development expense in its condensed consolidated statements of operations. Payments for milestones achieved and payments for a product license prior to regulatory approval of the product are expensed in the period incurred. Payments made in connection with regulatory and sales-based milestones are capitalized and amortized to cost of revenue. (L) Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for its arrangements, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. License, Milestone, and Other Revenue The Company applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration, and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. These judgments are discussed in more detail below. • Licenses of intellectual property: non-refundable, non-refundable, • Milestone payments: re-evaluates catch-up • Royalties and commercial milestone payments: pre-specified Revenue is also generated by certain technology-focused contracts from subscription and service-based fees recognized for the use of certain technology internally developed. Subscription revenue is recognized ratably over the contract period. Product Revenue, Net The Company began recognizing product revenues after the initial product launch of VTAMA following approval by the FDA in May 2022. The Company sells VTAMA in the U.S. principally through wholesale, specialty distribution and pharmacy channels (collectively, “customers”). These customers subsequently resell the product to healthcare providers and patients. In addition to distribution agreements with customers, the Company enters into arrangements with healthcare providers and payers that provide for government-mandated and/or privately-negotiated rebates, chargebacks and discounts with respect to the purchase of the Company’s product. Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, either upon shipment or delivery to the customer. Revenues from product sales are recorded at the net sales price, or “transaction price,” which includes estimates of variable consideration for which reserves are established that result from: (a) invoice discounts for prompt payment, cash payment and distribution service fees, (b) government and private payer rebates, chargebacks, discounts and fees, (c) performance rebates and administrative fees, (d) product returns and (e) costs of co-pay More specifically, these adjustments include the following: a. Prompt Pay and Cash Pay Discounts: The Company generally provides invoice discounts on product sales to its customers for prompt payment and/or cash payment. The Company estimates the amount of such discounts that will be utilized and deducts the amount from its gross product revenues and accounts receivable at the time such revenues are recognized. b. Customer Fees: The Company pays fees to its customers for account management, data management, and other administrative services. To the extent the services received are distinct from sales of products to the customer, the Company records these payments in selling, general and administrative expenses. c. Chargebacks: Chargebacks are discounts that occur when contracted customers purchase directly from a wholesaler or specialty distributor. Contracted customers, which currently consist primarily of public health service institutions, federal government entities, pharmaceutical benefit managers, and health maintenance organizations, generally purchase the product at a discounted price. The wholesaler or specialty distributor, in turn, charges back to the Company the difference between the price initially paid by the wholesaler or specialty distributor and the discounted price paid to the wholesaler or specialty distributor by the contracted customer. The allowance for chargebacks is based on actual chargebacks received and an estimate of sales to contracted customers. d. Rebates: Allowances for rebates include mandated discounts under the Medicaid Drug Rebate Program and the Medicare Part D prescription drug benefit as well as contracted discounts with pharmaceutical benefit managers and health maintenance organizations. Rebates are amounts owed after the final dispensing of the product to a benefit plan participant and are based upon contractual agreements with payers or statutory requirements pertaining to Medicaid and Medicare benefit providers. The allowance for rebates is based on contractual or statutory discount rates, estimated payer mix, and expected utilization. The Company’s estimates for expected utilization of rebates are based on historical data received from wholesalers, specialty distributors, and pharmacies since launch, as well as analog data from similar products. The Company monitors sales trends and adjusts the allowance on a regular basis to reflect the most recent rebate experience. The Company’s liability for these rebates consists of invoices received, estimates of claims for the current quarter, and estimated future claims that will be made for product that has been recognized as revenue, but remains in the distribution channel inventories at the end of each reporting period. e. Co-payment co-payment f. Product Returns: Consistent with industry practice, the Company offers its customers limited product return rights for damages, shipment errors, and expiring product; provided that the return is within a specified period around the product expiration date as set forth in the applicable individual distribution or customer agreement. The Company does not allow product returns for product that has been dispensed to a patient. In arriving at its estimate for product returns, the Company considers historical product returns, the underlying product demand, and industry specific data. Product revenue through June 30, 2022 has not been significant and is included in “Revenue, net” on the accompanying condensed consolidated statements of operations. Trade Receivables, Net The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in customer credit profiles. The Company reserves against trade receivables for estimated losses that may arise from a customer’s inability to pay, and any amounts determined to be uncollectible are written off against the reserve when it is probable that the receivable will not be collected. The reserve amount for estimated losses was de minimis as of June 30, 2022 and March 31, 2022. Trade receivables, net is included in “Other current assets” on the accompanying condensed consolidated balance sheets. (M) Cost of Revenues Cost of revenues related to the Company’s subscription and service-based revenue recognized for the use of technology developed consists primarily of employee, hosting, and third-party data costs. Following the initial product launch of VTAMA, the Company began to recognize cost of product revenues, which includes the cost of producing and distributing inventories related to product revenue during the respective period, including manufacturing, freight, and indirect overhead costs. Additionally, cost of product revenues may include costs related to excess or obsolete inventory adjustment charges, abnormal costs, unabsorbed manufacturing and overhead costs, and manufacturing variances. Cost of product revenues through June 30, 2022 has not been significant and is included in “Cost of Revenues” on the accompanying condensed consolidated statements of operations. |
Investments
Investments | 3 Months Ended |
Jun. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Investments | Note 3—Investments Investment in Arbutus In October 2017, pursuant to a subscription agreement entered into by RSL and Arbutus, RSL acquired 16,013,540 shares of common stock of Arbutus and 1,164,000 shares of Arbutus’ Series A participating convertible preferred shares Arbutus. At June 30, 2022 and March 31, 2022, the aggregate fair value of the Company’s investment in Arbutus was $105.3 million and $115.8 million, respectively, with the Company recognizing unrealized losses on its investment in Arbutus of $10.5 million and $11.7 million in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2022 and 2021, respectively. The fair value of the Company’s investment was determined using the closing price of Arbutus’s common stock on June 30, 2022 and March 31, 2022 of $2.71 and $2.98, respectively. Investment in Sio In February 2020, RSL’s ownership interest in Sio fell below 50.0%, and as a result, the Company deconsolidated Sio. The Company accounts for its investment in Sio as an equity method investment accounted for using the fair value option. Due to the Company’s significant influence over operating and financial policies, Sio is considered a related party of the Company. At June 30, 2022, RSL held approximately % of Sio’s issued and outstanding common shares. At June 30 , 2022 and March 31, 2022, the fair value of the Company’s investment in Sio was $ million and $ million, respectively, with the Company recognizing an unrealized loss on its investment in Sio of $ million and an unrealized gain of $ million in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2022 and 2021, respectively. The fair value of common shares held by the Company was determined using the closing price of Sio’s common stock on June 30, 2022 and March 31, 2022 of $ and $ , respectively. Investment in Datavant In April 2020, following an equity raise completed by Datavant Holdings, Inc. (“Datavant”) along with a restructuring of Datavant’s equity classes, it was determined that RSL no longer controlled Datavant. As such, the Company deconsolidated Datavant as of April 2020. Due to the Company’s significant influence over operating and financial policies, Datavant is considered a related party of the Company. In June 2021 , Datavant and Heracles Parent, L.L.C. (referred to herein as “Ciox Parent” and, after the closing of the Datavant Merger (as defined below), “Datavant”), a provider of healthcare information services and technology solutions to hospitals, health systems, physician practices and authorized recipients of protected health records in the United States, primarily through its wholly owned subsidiary CIOX Health, LLC, entered into a definitive agreement to merge Datavant with and into a newly formed wholly owned subsidiary of Ciox Parent (the “Datavant Merger”). The merger closed on July 27, 2021. At closing, the Company received approximately $ million in cash and a minority equity stake in Ciox Parent. As of June 30, 2022, the Company’s minority equity interest represented approximately % of the outstanding Class A units in Ciox Parent. Ciox Parent’s capital structure includes several classes of preferred units that, among other features, have liquidation preferences and conversion features. Upon conversion of such preferred units into Class A units, the Company’s ownership interest would be diluted. Following the completion of the Datavant Merger, the Company’s minority equity interest became subject to the equity method of accounting. At such time, the fair value option was elected to continuously remeasure the investment to fair value each reporting period with changes in fair value reflected in earnings. As of June 30, 2022 and March 31, 2022, the fair value of the Company’s investment was $ million and $ million, respectively, with the Company recognizing an unrealized loss on its investment of $ million for the three months ended June 30, 2022. The fair value of the Company’s investment was determined using valuation models that incorporate significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy. Refer to Note 12, “Fair Value Measurements” for more information. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4—Intangible Assets In July 2018, Dermavant acquired the worldwide rights (other than for China) with respect to certain intellectual property rights retained by Welichem Biotech Inc. (“Welichem”) to VTAMA and related compounds from Glaxo Group Limited and GlaxoSmithKline Intellectual Property Development Ltd. (collectively, “GSK”) pursuant to an asset purchase agreement. GSK previously acquired rights to a predecessor formulation from Welichem pursuant to an asset purchase agreement between GSK and Welichem entered into in May 2012. The Company evaluated the agreement and determined that the acquired assets did not meet the definition of a business and thus the transaction was accounted for as an asset acquisition. Following the FDA approval of VTAMA in May 2022, the Company became obligated to pay a regulatory milestone to GSK of £ million (approximately $ million on the date of achievement) following the receipt of marketing approval of VTAMA in the United States. The milestone was paid in July 2022. Additionally , the first sale of VTAMA in May 2022 resulted in the achievement of a milestone to Welichem Biotech Inc. of CAD$ million (approximately $ million on the date of achievement ). The milestone was paid in August 2022. Both of the above milestones were capitalized as intangible assets upon achievement and are amortized over their estimated useful lives. As of June 30, 2022, the amounts owed to GSK and Welichem for these milestones were recorded as part of “Accounts payable” in the accompanying condensed consolidated balance sheet. The following table summarizes the Company’s recognized intangible assets (in thousands): Weighted Average Estimated Useful Lives June 30, 2022 Gross amount 16.5 years $ 146,172 Less: accumulated amortization (742 ) Net book value $ 145,430 Amortization expense was $0.7 million for the three months ended June 30, 2022 and was recorded as part of “Cost of revenues” in the accompanying condensed consolidated statement of operations. Future amortization expense is approximately $6.7 million for the remainder of the year ended March 31, 2023, $8.9 million for each of the years ended from March 31, 2024 through March 31, 2027 and $103.1 million thereafter. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Jun. 30, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses | Note 5—Accrued Expenses Accrued expenses at June 30, 2022 and March 31, 2022 consisted of the following (in thousands): June 30, 2022 March 31, 2022 Research and development expenses $ 68,914 $ 66,188 Compensation-related expenses 17,845 44,262 Other expenses 22,595 17,081 Total accrued expenses $ 109,354 $ 127,531 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 6—Long-Term Debt Dermavant Funding Agreement with NovaQuest In connection with Dermavant’s acquisition of tapinarof from GSK pursuant to an asset purchase agreement (the “GSK Agreement”), Dermavant and NovaQuest Co-Investment Fund VIII, L.P. (“NovaQuest”) entered into a funding agreement (the “NovaQuest Agreement”). Pursuant to the NovaQuest Agreement, Dermavant borrowed In exchange six-year , 15-year 15-year non-approval 15-year i At issuance, the Company concluded that certain features of the long-term debt would be considered derivatives that would require bifurcation. In lieu of bifurcating various features in the agreement, the Company has elected the fair value option for this financial instrument and will record the changes in the fair value within the statements of operations at the end of each reporting period. Direct costs and fees related to the debt issued under the NovaQuest Agreement were recognized in earnings. As of June 30, 2022 and March 31, 2022, the fair value of the debt was $228.0 million and $177.4 million, respectively. Refer to Note 12, “Fair Value Measurements” for additional details regarding the fair value measurement. The carrying balance of the debt issued to NovaQuest is as follows (in thousands): June 30, 2022 March 31, 2022 Fair value of long-term debt $ 228,000 $ 177,400 Less: current portion (27,300 ) — Total long-term debt, net $ 200,700 $ 177,400 Credit Facility with XYQ Luxco In May 2021 , Dermavant entered into a $40.0 million senior secured credit facility (the “Credit Facility”) entered into by Dermavant and certain of its subsidiaries in May 2021 with XYQ Luxco S.A.R.L (“XYQ Luxco”), as lender, and U.S. Bank National Association, as collateral agent. The Credit Facility has a five-year maturity and bears an interest rate of 10.0% per annum. Interest is payable quarterly in arrears on the last day of each calendar quarter through the maturity date. A lump sum principal payment is due on the maturity date. Dermavant is also obligated to pay an exit fee of $5.0 million. The exit fee can be reduced to $4.0 million upon achievement of certain equity milestones defined in the agreement, which are not deemed likely as of June 30, 2022. In connection with the funding of the Credit Facility, Dermavant issued a warrant to XYQ Luxco to purchase 1,199,072 common shares of Dermavant at an exercise price of $0.01 p er common share. Outstanding debt obligations to XYQ Luxco are as follows (in thousands): June 30, 2022 March 31, 2022 Principal amount $ 40,000 $ 40,000 Exit fee 5,000 5,000 Less: unamortized discount and debt issuance costs (11,862 ) (12,375 ) Total debt, net 33,138 32,625 Less: current portion — — Total long-term debt, net $ 33,138 $ 32,625 Revenue Interest Purchase and Sale Agreement In May 2021 Co-Investment Dermavant issued to the right to receive royalties based on The transaction is accounted for as debt. Over the term of the arrangement, the effective interest rate will be updated prospectively each reporting period based on the carrying amount of the note, payments made to date, and the estimated remaining cash flows related to the note. The RIPSA carrying balance is as follows (in thousands): June 30, 2022 Carrying balance $ 161,056 Less: unamortized issuance costs (5,170 ) Total debt, net 155,886 Less: current portion (6,004 ) Total long-term debt, net $ 149,882 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Note 7—Shareholders’ Equity (A) RSL Common Stock On September 2.9262-for-1 condensed Additionally , in connection with the closing of the Business Combination, the Company adjusted its authorized share capital to equal 7,000,000,000 common shares, par value $ 0.00000003 (B) Committed Equity Facility On February 14, 2022, the Company entered into a committed equity facility (the “Facility”) with an affiliate of Cantor Fitzgerald & Co. (“Cantor”). Under the terms of the Facility, Cantor has committed to purchase up to an aggregate of $250.0 million in the Company’s common shares from time to time at the request of the Company, subject to certain limitations and the satisfaction of certain conditions. Any sales of the Company’s common shares to Cantor under the Facility will be made at 99% of the volume-weighted average price of the Company’s common shares on Nasdaq on a given trading day. In consideration for entry into the Facility, the Company paid Cantor an upfront commitment fee in the form of 145,986 common shares. As of June 30, 2022, $250.0 million of the Company’s common shares remained available for sale under the Facility. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 8—Share-Based Compensation (A) RSL Equity Incentive Plans RSL has three equity incentives plans: the Roivant Sciences Ltd. 2021 Equity Incentive Plan (the “RSL 2021 EIP”), the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan, and the Roivant Sciences Ltd. Amended and Restated 2015 Restricted Stock Unit Plan (collectively, the “RSL Equity Plans”). The RSL 2021 EIP was approved and adopted in connection with the Business Combination and became effective immediately prior to closing Stock Options and Performance Stock Options Activity for stock options and performance options under the RSL Equity Plans for the three months ended June 30, 2022 is as follows: Number of Options outstanding at March 31, 2022 80,364,904 Granted 74,165,410 Forfeited/Canceled (231,768 ) Options outstanding at June 30, 2022 154,298,546 Options exercisable at June 30, 2022 47,438,548 Restricted Stock Units and Performance Stock Units Activity for restricted stock units and performance stock units under the RSL Equity Plans for the three months ended June 30, 2022 is as follows: Number of Non-vested 21,956,749 Granted 8,080,813 Vested (2,514,982 ) Forfeited (1,098,648 ) Non-vested 26,423,932 Capped Value Appreciation Rights March 2020 CVAR Grants In March 12.68 6.40 11.50 non-service-vested November 2021 CVAR Grants Activity for CVARs under the RSL 2021 EIP for the three months ended June 30, 2022 is as follows: Number of Non-vested 6,285,250 Vested (1,559,363 ) Forfeited (294,250 ) Non-vested 4,431,637 (B) Subsidiary Equity Incentive Plans Certain wholly non-qualified |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9—Income Taxes The Company’s effective tax rate for the three months ended June 30, 2022 and 2021 was (1.1)% and (0.1)%, respectively. The effective tax rate is driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets. The Company assesses the realizability of its deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 10—Commitments and Contingencies (A) Commitments In conjunction with the purchase agreement of tapinarof between the Company’s subsidiary, Dermavant and GSK, Dermavant entered into a clinical supply agreement for which GSK would provide a supply of tapinarof and clinical product at an agreed upon price during the Company’s clinical trials. In April 2019, Dermavant entered into a commercial supply agreement with GSK to continue to provide certain quantities of tapinarof and commercial product at agreed upon minimum quantities and price. The commercial supply agreement commenced in April 2022 upon completion of certain quality and regulatory conditions. In July 2022, Dermavant and GSK amended the terms of the clinical supply and commercial supply agreements which released GSK of certain commitments to supply tapinarof and released Dermavant of certain commitments to purchase tapinarof in exchange for a supplementary fee. Other supply and purchase commitments under the agreements remain in effect. In addition, Dermavant and Thermo Fisher Scientific (“TFS”) entered into a Commercial Manufacturing and Supply Agreement for which TFS will provide a supply of tapinarof to Dermavant at an agreed upon price. The agreements discussed above require Dermavant to purchase certain quantities of inventory over a period of five years. The minimum purchase commitment related to these agreements is estimated to be approximately $48.2 million. In November 202 1, the Company’s subsidiary, Immunovant, Inc. (“Immunovant”), entered into a Product Service Agreement with Samsung Biologics Co., Ltd. (“Samsung”) by which Samsung will manufacture and supply Immunovant with batoclimab drug substance for commercial sale and perform other manufacturing-related services with respect to batoclimab. As of June 30, 2022, the minimum purchase commitment related to this agreement is estimated to be approximately $36.0 million. In May 202 1, the Company entered into a master subscription agreement with Palantir Technologies Inc. (“Palantir”) for access to Palantir’s proprietary software for a five-year period. As of June 30, 2022, the remaining minimum payments for this software subscription are $30.0 million. The Company, primarily through its subsidiaries, has entered into commitments under various asset acquisition and license agreements. Additionally, the Company through its subsidiaries enters into agreements with contract service providers to assist in the performance of its R&D activities. Expenditures to contract research organizations and contract manufacturing organizations represent significant costs in the clinical development of its product candidates. Subject to required notice periods and certain obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. The Company expects to enter into additional collaborative research, contract research, manufacturing, and supplier agreements in the future, which may require upfront payments and long-term commitments of capital resources. The Company also has commitments relating to its long-term debt and operating leases. Refer to Note 6 10-K (B) Loss Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated, and if the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation or claim, including an estimable range, if possible. Immunovant Securities Litigation In February 2021, a putative securities class action complaint was filed against Immunovant and certain of its current and former officers in the U.S. District Court for the Eastern District of New York on behalf of a class consisting of those who acquired Immunovant’s securities from October 2, 2019 and February 1, 2021. The complaint alleged that Immunovant and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, by making false and misleading statements regarding the safety of batoclimab and sought unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. On December 29, 2021, the U.S. District Court appointed a lead plaintiff. On February 1, 2022, the lead plaintiff filed an amended complaint adding both (i) the Company and (ii) Immunovant’s directors and underwriters as defendants, and asserting additional claims under Section 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, on behalf of a putative class consisting of those who purchased or otherwise acquired Immunovant’s securities pursuant and/or traceable to Immunovant’s follow-on Acuitas Declaratory Judgment Action In March 2022, Acuitas Therapeutics Inc. filed a lawsuit in the U.S. District Court for the Southern District of New York against two of the Company’s affiliates, Genevant and Arbutus, seeking a declaratory judgment that U.S. Patents 8,058,069, 8,492,359, 8,822,668, 9,006,417, 9,364,435, 9,404,127, 9,504,651, 9,518,272 and 11,141,378 are not infringed by the manufacture, use, offer for sale, sale or importation into the United States of COMIRNATY, Pfizer’s and BioNTech’s vaccine for COVID-19 (C) Indemnification Agreements The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. The Company also indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits. The maximum amount of potential future indemnification is unlimited; however, the Company currently maintain director and officer liability insurance, which may cover certain liabilities arising from the Company’s obligation to indemnify its directors. To date, the Company has not incurred any material costs related to these indemnification obligations and have not accrued any liabilities related to such obligations in the condensed consolidated financial statements as of June 30, 2022 and March 31, 2022. |
Earn-Out Shares, Public Warrant
Earn-Out Shares, Public Warrants and Private Placement Warrants | 3 Months Ended |
Jun. 30, 2022 | |
Earn Out Shares Public Warrants and Private Placement Warrants [Abstract] | |
Earn-Out Shares, Public Warrants and Private Placement Warrants | Note 11—Earn-Out Earn-Out In connection with the Business Combination, the Company issued the following: a. 2,033,591 common shares to Patient Square Capital LLC (the “MAAC Sponsor”) and 10,000 common shares issued to each of MAAC’s independent directors (collectively, the “20% Earn-Out twenty thirt b. 1,016,796 common shares issued to the MAAC Sponsor and 5,000 common shares issued to each of MAAC’s independent directors (collectively, the “10% Earn-Out Earn-Out “Earn-Out twenty thirty c. The remaining number of common shares issued to the MAAC Sponsor and each of MAAC’s independent director are not subject to the vesting conditions described above (the “Retained Shares”). The Vesting Period commenced on November 9, 2021 and ends no later than September 30, 2026 (the “Vesting Period”). The Vesting Period will, if a definitive purchase agreement with respect to a Sale (as defined in the Sponsor Support Agreement) is entered into on or prior to the end of such period, be extended to the earlier of one day after the consummation of such Sale and the termination of such definitive transaction agreement, and if a Sale occurs during such Vesting Period, then all of the Earn-Out Shares unvested as of such time will automatically vest immediately prior to the consummation of such Sale. If any Earn-Out Earn-Out The Earn-Out Earn-Out Earn-Out Public Warrants and Private Placement Warrants Immediately following the Business Combination, the Company had 10,214,365 outstanding warrants for the purchase of one of the Company’s common shares, which were held by the MAAC Sponsor at an exercise price of $11.50 (the “Private Placement Warrants”), and 20,535,896 outstanding warrants for the purchase of one of the Company’s common shares, which were held by MAAC’s shareholders at an exercise price of $11.50 (the “Public Warrants”). Pursuant to the agreement governing these warrants, the Private Placement Warrants and Public The Private Placement Warrants are generally identical to the Public Warrants, except that (i) the Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) were not transferable, assignable or salable until 30 days after the completion of the Business Combination (ii) they will not be redeemable by the Company when the price per share of the Company’s common stock equals or exceeds $18.00, and (iii) the Private Placement Warrants may be exercised by holders on a cashless basis. If the Private Placement Warrants are held by holders other than the MAAC Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Private Placement Warrants and Public Warrants require liability classification and are classified as “Liability instruments measured at fair value” on the condensed consolidated balance sheets. The Private Placement Warrants liability and Public Warrants liability are subject to remeasurement at each balance sheet date with changes in fair value recognized in the Company’s statement of operations. As of June 30, 2022, 60,021 Public Warrants have been exercised and none redeemed. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Jun. 30, 2022 | |
Roivant Sciences Ltd. [Member] | |
Fair Value Measurements | Note 12—Fair Value Measurements Recurring Fair Value Measurements The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and March 31, 2022, by level, within the fair value hierarchy (in thousands): As of June 30, 2022 As of March 31, 2022 Level 1 Level 2 Level 3 Balance as of Level 1 Level 2 Level 3 Balance as of 2022 Assets: Money market funds $ 976,592 $ — $ — $ 976,592 $ 1,297,844 $ — $ — $ 1,297,844 Investment in Datavant Class A units — — 186,944 186,944 — — 193,963 193,963 Investment in Sio common shares 6,688 — — 6,688 12,447 — — 12,447 Investment in Arbutus common shares 105,277 — — 105,277 115,765 — — 115,765 Other investment 2,378 — — 2,378 3,659 — — 3,659 Total assets at fair value $ 1,090,935 $ — $ 186,944 $ 1,277,879 $ 1,429,715 $ — $ 193,963 $ 1,623,678 Liabilities: Debt issued by Dermavant to NovaQuest $ — $ — $ 228,000 $ 228,000 $ — $ — $ 177,400 $ 177,400 Liability instruments measured at fair value (1) 12,286 — 15,895 28,181 18,019 — 26,893 44,912 Total liabilities at fair value $ 12,286 $ — $ 243,895 $ 256,181 $ 18,019 $ — $ 204,293 $ 222,312 (1) At June 30, 2022, Level 1 includes the fair value of the Public Warrants of $12.3 million, and Level 3 includes the fair value of the Earn-Out Earn-Out . There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the three months ended June 30, 2022. Level 3 Disclosures The Company measures its Level 3 assets and liabilities at fair value based on significant inputs not observable in the market, which causes them to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the Level 3 assets and liabilities uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an ongoing basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value related to updated assumptions and estimates are recorded within the statements of operations at the end of each reporting period. The fair value of Level 3 assets and liabilities may change significantly as additional data are obtained, impacting the Company’s assumptions regarding probabilities of potential scenarios used to estimate fair value. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. The changes in fair value of the Level 3 assets during the three months ended June 30, 2022 were as follows (in thousands): Balance at March 31, 2022 $ 193,963 Changes in fair value of investment in Datavant, included in net loss (7,019 ) Balance at June 30, 2022 $ 186,944 There were no Level 3 assets held during the three months ended June 30, 2021. The changes in fair value of the Level 3 liabilities during the three months ended June 30, 2022 and 2021 were as follows (in thousands): Balance at March 31, 2021 $ 217,993 Changes in fair value of debt and liability instruments, included in net loss 4,585 Termination of DSP Options (61,472 ) Balance at June 30, 2021 $ 161,106 Balance at March 31, 2022 $ 204,293 Payments related to long-term debt (7,344 ) Changes in fair value of debt and liability instruments, included in net loss 46,946 Balance at June 30, 2022 $ 243,895 Investment in Datavant The Company elected the fair value option to account for the investment in Datavant. The estimate of fair value for this investment was determined using the income approach and implementation of the option pricing method (“OPM”). The OPM allows for the allocation of a company’s equity value among the various equity capital owners (preferred and common shareholders). The OPM uses the preferred shareholders’ liquidation preferences, participation rights, dividend policy, and conversion rights to determine how proceeds from a liquidity event shall be distributed among the various ownership classes at a future date. The fair value was calculated using significant unobservable inputs including the following: Point Estimate Used Input As of June 30, 2022 As of March 31, 2022 Volatility 95.0 % 110.0 % Risk-free rate 2.93 % 1.62 % Debt issued by Dermavant to NovaQuest The fair value of the debt instrument as of June 30, 2022 and March 31, 2022 represents the fair value of amounts payable to NovaQuest using the Monte Carlo simulation method under the income approach determined by using probability assessments of the expected future payments through 2032. The future payments are based on significant inputs that are not observable in the market which are subject to remeasurement at each reporting date. The estimates of fair value may not be indicative of the amounts that could ultimately be paid by Dermavant to NovaQuest. Earn-Out The fair Earn-Out lock-up Earn-Out “Earn-Out Earn-Out the following : Point Estimate Used Input As of June 30, 2022 As of March 31, 2022 Volatility 82.1 % 82.3 % Risk-free rate 3.00 % 2.43 % As of Jun Earn-Out Earn-Out Private Placement Warrants The fair 11, following: Point Estimate Used Input As of June 30, 2022 As of March 31, 2022 Volatility 56.0 % 56.5 % Risk-free rate 3.00 % 2.43 % Term (in years) 4.25 4.50 As of Jun e 30, 2022, the fair value of the Private Placement Warrants was $6.1 million. The Private Placement Warrants are included in “Liability instruments measured at fair value” in the accompanying condensed consolidated balance sheets. |
Other Expense (Income), Net
Other Expense (Income), Net | 3 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Other Expense (Income), Net | Note 13—Other Expense (Income), Net Other expense (income), net was as follows (in thousands): Three Months Ended June 30, 2022 2021 Interest income $ (1,981 ) $ (71 ) Interest expense 2,612 2,513 Other expense (income) 1,085 (2,576 ) Total $ 1,716 $ (134 ) |
Net Loss per Common Share
Net Loss per Common Share | 3 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | Note 14—Net Loss per Common Share Basic net loss per common share is computed by dividing net loss attributable to Roivant Sciences Ltd. by the weighted-average number of common stock outstanding during the period. Diluted net loss per common share is computed by dividing the net loss attributable to Roivant Sciences Ltd. by the diluted weighted-average number of common stock outstanding during the period. For periods of loss, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common stock equivalents is anti-dilutive. All outstanding common stock equivalents have been excluded from the computation of diluted loss per share because their effect was anti-dilutive due to the net loss. As of June 30, 2022 and 2021, potentially dilutive securities were as follows: June 30, 2022 June 30, 2021 Stock options and performance stock options 154,298,546 80,491,345 Restricted stock units and performance stock units (non-vested) 26,423,932 24,324,525 March 2020 CVARs (1) 32,011,996 32,447,626 November 2021 CVARs 4,431,637 — Restricted common stock (non-vested) 456,426 1,720,090 Earn-Out (non-vested) 3,080,387 — Private Placement Warrants 10,214,365 — Public Warrants 20,475,875 — Other instruments issued 5,067,978 5,452,793 (1) Refer to Note 8, “Share-Based Compensation” for details regarding settlement of CVARs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation and Principles of Consolidation | (A) Basis of Presentation and Principles of Consolidation The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2022. The unaudited condensed consolidated balance sheet at March 31, 2022 has been derived from the audited consolidated financial statements at that date. In the opinion of management, the unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. Certain prior year amounts were reclassified to conform to current year presentation. Operating results for the three months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2023, for any other interim period, or for any other future year. Any references in these notes to applicable accounting guidance are meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (‘‘ASC’’) and Accounting Standards Updates (‘‘ASU’’) of the Financial Accounting Standards Board (‘‘FASB’’). The unaudited condensed consolidated financial statements include the accounts of RSL and the subsidiaries in which it has a controlling financial interest, most often through a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to noncontrolling interests in its unaudited condensed consolidated statements of operations equal to the percentage of common stock ownership interest retained in the respective operations by the noncontrolling parties. The Company presents noncontrolling interests as a component of shareholders’ equity on its unaudited condensed consolidated balance sheets. The Company accounts for changes in its ownership interest in its subsidiaries while control is retained as equity transactions. The carrying amount of the noncontrolling interest is adjusted to reflect the change in RSL’s ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is recognized within shareholders’ equity attributable to RSL. |
Use of Estimates | (B) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Additionally COVID-19 COVID-19 that |
Concentrations | (C) Concentrations Financial instruments that potentially subject the Company to concentration of credit risk include cash and cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments. The Company has long-lived assets in different geographic locations. As of June 30, 2022 and March 31, 2022, a majority of the Company’s long-lived assets were located in the United States. |
Cash, Cash Equivalents, and Restricted Cash | (D) Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Restricted cash classified as a current asset consists of legally restricted non-interest Cash as reported in the condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the accompanying condensed consolidated balance sheets as follows (in thousands): June 30, 2022 March 31, 2022 Cash and cash equivalents $ 1,942,215 $ 2,060,400 Restricted cash 14,254 13,634 Cash, cash equivalents and restricted cash $ 1,956,469 $ 2,074,034 |
Contingencies | (E) Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses any litigation or other claims it may confront to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. |
Inventory | (F) Inventory Inventories are recorded at the lower-of-cost or net realizable value, with cost determined based on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of the Company’s business, less reasonably predictable costs of completion, disposal, and transportation. The cost basis of the Company’s inventories is reduced for any products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. Inventories include the cost for raw materials, the cost to manufacture the raw materials into finished goods, and overhead. The Company performs an assessment of the recoverability of inventories during each reporting period and writes down any excess and obsolete inventories to their net realizable value in the period in which the impairment is first identified. If they occur, such impairment charges are recorded as a component of cost of goods sold in the condensed consolidated statements of operations. Prior to initial regulatory approval, the Company expenses costs relating to the production of inventory as research and development expenses when incurred. After such time as the product receives initial regulatory approval, the Company capitalizes inventory costs related to the product. Inventory is included in “Other current assets” on the accompanying condensed consolidated balance sheets. |
Investments | (G) Investments Investments in equity securities may be accounted for using (i) the fair value option, if elected, (ii) fair value through earnings if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment. The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company believes the fair value option best reflects the underlying economics of the investment. See Note 3, “Investments.” |
Intangible Assets, Net | (H) Intangible Assets, Net Finite-lived intangible assets are recorded at cost, net of accumulated amortization, and, if applicable, impairment charges. Amortization of finite-lived intangible assets is recorded over the assets’ estimated useful lives on a straight-line basis or based on the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. See Note 4, “Intangible Assets.” |
Fair Value Measurements | (I) Fair Value Measurements The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for financial instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations • Level 2-Valuations • Level 3-Valuations To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments include shares of common stock of Arbutus Biopharma Corporation (“Arbutus”); shares of common stock of Sio Gene Therapies Inc. (“Sio”); shares of common stock of Heracles Parent, L.L.C., the parent entity of Datavant, (as defined and discussed in Note 3, “Investments”); liability instruments issued, including warrant and earn-out “Earn-Out The shares of Arbutus and Sio common stock and investments in common stock with a readily determinable fair value are classified as Level 1, and their fair value is determined based upon quoted market prices in an active market. The shares of common stock of Heracles Parent, L.L.C., the parent entity of Datavant (as defined and discussed in Note 3, “Investments”) and liability instruments issued, excluding the Public Warrants (as defined and discussed in Note 11, “Earn-Out |
Research and Development Expenses | (J) Research and Development Expenses Research and development (“R&D”) costs are expensed as incurred. Preclinical and clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. R&D costs primarily consist of costs associated with preclinical studies and clinical trials, including amounts paid to contract research organizations, contract manufacturing organizations, and other third parties that conduct R&D activities on behalf of the Company, as well as employee-related expenses, such as salaries, share-based compensation, and benefits, for employees engaged in R&D activities. |
Acquired In-Process Research and Development Expenses | (K) Acquired In-Process Research and Development Expenses Acquired in-process research and development (“IPR&D”) expenses include consideration for the purchase of IPR&D through asset acquisitions and license agreements as well as payments made in connection with asset acquisitions and license agreements upon the achievement of development milestones. These expenses were previously recorded in “Research and development” on the condensed consolidated statements of operations. Prior periods have been revised to conform to the current period presentation. The Company evaluates in-licensed agreements for IPR&D projects to determine if it meets the definition of a business and thus should be accounted for as a business combination. If the in-licensed agreement for IPR&D does not meet the definition of a business and the assets have not reached technological feasibility and therefore have no alternative future use, the Company expenses payments made under such license agreements as acquired in-process research and development expense in its condensed consolidated statements of operations. Payments for milestones achieved and payments for a product license prior to regulatory approval of the product are expensed in the period incurred. Payments made in connection with regulatory and sales-based milestones are capitalized and amortized to cost of revenue. |
Revenue Recognition | (L) Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for its arrangements, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. License, Milestone, and Other Revenue The Company applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration, and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. These judgments are discussed in more detail below. • Licenses of intellectual property: non-refundable, non-refundable, • Milestone payments: re-evaluates catch-up • Royalties and commercial milestone payments: pre-specified Revenue is also generated by certain technology-focused contracts from subscription and service-based fees recognized for the use of certain technology internally developed. Subscription revenue is recognized ratably over the contract period. Product Revenue, Net The Company began recognizing product revenues after the initial product launch of VTAMA following approval by the FDA in May 2022. The Company sells VTAMA in the U.S. principally through wholesale, specialty distribution and pharmacy channels (collectively, “customers”). These customers subsequently resell the product to healthcare providers and patients. In addition to distribution agreements with customers, the Company enters into arrangements with healthcare providers and payers that provide for government-mandated and/or privately-negotiated rebates, chargebacks and discounts with respect to the purchase of the Company’s product. Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, either upon shipment or delivery to the customer. Revenues from product sales are recorded at the net sales price, or “transaction price,” which includes estimates of variable consideration for which reserves are established that result from: (a) invoice discounts for prompt payment, cash payment and distribution service fees, (b) government and private payer rebates, chargebacks, discounts and fees, (c) performance rebates and administrative fees, (d) product returns and (e) costs of co-pay More specifically, these adjustments include the following: a. Prompt Pay and Cash Pay Discounts: The Company generally provides invoice discounts on product sales to its customers for prompt payment and/or cash payment. The Company estimates the amount of such discounts that will be utilized and deducts the amount from its gross product revenues and accounts receivable at the time such revenues are recognized. b. Customer Fees: The Company pays fees to its customers for account management, data management, and other administrative services. To the extent the services received are distinct from sales of products to the customer, the Company records these payments in selling, general and administrative expenses. c. Chargebacks: Chargebacks are discounts that occur when contracted customers purchase directly from a wholesaler or specialty distributor. Contracted customers, which currently consist primarily of public health service institutions, federal government entities, pharmaceutical benefit managers, and health maintenance organizations, generally purchase the product at a discounted price. The wholesaler or specialty distributor, in turn, charges back to the Company the difference between the price initially paid by the wholesaler or specialty distributor and the discounted price paid to the wholesaler or specialty distributor by the contracted customer. The allowance for chargebacks is based on actual chargebacks received and an estimate of sales to contracted customers. d. Rebates: Allowances for rebates include mandated discounts under the Medicaid Drug Rebate Program and the Medicare Part D prescription drug benefit as well as contracted discounts with pharmaceutical benefit managers and health maintenance organizations. Rebates are amounts owed after the final dispensing of the product to a benefit plan participant and are based upon contractual agreements with payers or statutory requirements pertaining to Medicaid and Medicare benefit providers. The allowance for rebates is based on contractual or statutory discount rates, estimated payer mix, and expected utilization. The Company’s estimates for expected utilization of rebates are based on historical data received from wholesalers, specialty distributors, and pharmacies since launch, as well as analog data from similar products. The Company monitors sales trends and adjusts the allowance on a regular basis to reflect the most recent rebate experience. The Company’s liability for these rebates consists of invoices received, estimates of claims for the current quarter, and estimated future claims that will be made for product that has been recognized as revenue, but remains in the distribution channel inventories at the end of each reporting period. e. Co-payment co-payment f. Product Returns: Consistent with industry practice, the Company offers its customers limited product return rights for damages, shipment errors, and expiring product; provided that the return is within a specified period around the product expiration date as set forth in the applicable individual distribution or customer agreement. The Company does not allow product returns for product that has been dispensed to a patient. In arriving at its estimate for product returns, the Company considers historical product returns, the underlying product demand, and industry specific data. Product revenue through June 30, 2022 has not been significant and is included in “Revenue, net” on the accompanying condensed consolidated statements of operations. Trade Receivables, Net The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in customer credit profiles. The Company reserves against trade receivables for estimated losses that may arise from a customer’s inability to pay, and any amounts determined to be uncollectible are written off against the reserve when it is probable that the receivable will not be collected. The reserve amount for estimated losses was de minimis as of June 30, 2022 and March 31, 2022. Trade receivables, net is included in “Other current assets” on the accompanying condensed consolidated balance sheets. |
Cost of Revenues | (M) Cost of Revenues Cost of revenues related to the Company’s subscription and service-based revenue recognized for the use of technology developed consists primarily of employee, hosting, and third-party data costs. Following the initial product launch of VTAMA, the Company began to recognize cost of product revenues, which includes the cost of producing and distributing inventories related to product revenue during the respective period, including manufacturing, freight, and indirect overhead costs. Additionally, cost of product revenues may include costs related to excess or obsolete inventory adjustment charges, abnormal costs, unabsorbed manufacturing and overhead costs, and manufacturing variances. Cost of product revenues through June 30, 2022 has not been significant and is included in “Cost of Revenues” on the accompanying condensed consolidated statements of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Aggregate Amounts of Cash, Cash Equivalents, and Restricted Cash | Cash as reported in the condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the accompanying condensed consolidated balance sheets as follows (in thousands): June 30, 2022 March 31, 2022 Cash and cash equivalents $ 1,942,215 $ 2,060,400 Restricted cash 14,254 13,634 Cash, cash equivalents and restricted cash $ 1,956,469 $ 2,074,034 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets [Table Text Block] | The following table summarizes the Company’s recognized intangible assets (in thousands): Weighted Average Estimated Useful Lives June 30, 2022 Gross amount 16.5 years $ 146,172 Less: accumulated amortization (742 ) Net book value $ 145,430 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at June 30, 2022 and March 31, 2022 consisted of the following (in thousands): June 30, 2022 March 31, 2022 Research and development expenses $ 68,914 $ 66,188 Compensation-related expenses 17,845 44,262 Other expenses 22,595 17,081 Total accrued expenses $ 109,354 $ 127,531 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Novaquest [Member] | |
Debt Instrument [Line Items] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | The carrying balance of the debt issued to NovaQuest is as follows (in thousands): June 30, 2022 March 31, 2022 Fair value of long-term debt $ 228,000 $ 177,400 Less: current portion (27,300 ) — Total long-term debt, net $ 200,700 $ 177,400 |
Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt [Table Text Block] | Outstanding debt obligations to XYQ Luxco are as follows (in thousands): June 30, 2022 March 31, 2022 Principal amount $ 40,000 $ 40,000 Exit fee 5,000 5,000 Less: unamortized discount and debt issuance costs (11,862 ) (12,375 ) Total debt, net 33,138 32,625 Less: current portion — — Total long-term debt, net $ 33,138 $ 32,625 |
Revenue Interest Purchase And Sale Agreement [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt [Table Text Block] | The RIPSA carrying balance is as follows (in thousands): June 30, 2022 Carrying balance $ 161,056 Less: unamortized issuance costs (5,170 ) Total debt, net 155,886 Less: current portion (6,004 ) Total long-term debt, net $ 149,882 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Summary of Stock Option Activity | Activity for stock options and performance options under the RSL Equity Plans for the three months ended June 30, 2022 is as follows: Number of Options outstanding at March 31, 2022 80,364,904 Granted 74,165,410 Forfeited/Canceled (231,768 ) Options outstanding at June 30, 2022 154,298,546 Options exercisable at June 30, 2022 47,438,548 |
Summary of Restricted Stock Units | Activity for restricted stock units and performance stock units under the RSL Equity Plans for the three months ended June 30, 2022 is as follows: Number of Non-vested 21,956,749 Granted 8,080,813 Vested (2,514,982 ) Forfeited (1,098,648 ) Non-vested 26,423,932 |
CVARs [Member] | 2021 EIP [Member] | |
Summary of Capped Value Appreciation Rights | Activity for CVARs under the RSL 2021 EIP for the three months ended June 30, 2022 is as follows: Number of Non-vested 6,285,250 Vested (1,559,363 ) Forfeited (294,250 ) Non-vested 4,431,637 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and March 31, 2022, by level, within the fair value hierarchy (in thousands): As of June 30, 2022 As of March 31, 2022 Level 1 Level 2 Level 3 Balance as of Level 1 Level 2 Level 3 Balance as of 2022 Assets: Money market funds $ 976,592 $ — $ — $ 976,592 $ 1,297,844 $ — $ — $ 1,297,844 Investment in Datavant Class A units — — 186,944 186,944 — — 193,963 193,963 Investment in Sio common shares 6,688 — — 6,688 12,447 — — 12,447 Investment in Arbutus common shares 105,277 — — 105,277 115,765 — — 115,765 Other investment 2,378 — — 2,378 3,659 — — 3,659 Total assets at fair value $ 1,090,935 $ — $ 186,944 $ 1,277,879 $ 1,429,715 $ — $ 193,963 $ 1,623,678 Liabilities: Debt issued by Dermavant to NovaQuest $ — $ — $ 228,000 $ 228,000 $ — $ — $ 177,400 $ 177,400 Liability instruments measured at fair value (1) 12,286 — 15,895 28,181 18,019 — 26,893 44,912 Total liabilities at fair value $ 12,286 $ — $ 243,895 $ 256,181 $ 18,019 $ — $ 204,293 $ 222,312 (1) At June 30, 2022, Level 1 includes the fair value of the Public Warrants of $12.3 million, and Level 3 includes the fair value of the Earn-Out Earn-Out . |
Schedule of Change in Fair Value Of The Level 3 Assets | The changes in fair value of the Level 3 assets during the three months ended June 30, 2022 were as follows (in thousands): Balance at March 31, 2022 $ 193,963 Changes in fair value of investment in Datavant, included in net loss (7,019 ) Balance at June 30, 2022 $ 186,944 |
Schedule of change in the fair value of the derivative warrant liabilities | The changes in fair value of the Level 3 liabilities during the three months ended June 30, 2022 and 2021 were as follows (in thousands): Balance at March 31, 2021 $ 217,993 Changes in fair value of debt and liability instruments, included in net loss 4,585 Termination of DSP Options (61,472 ) Balance at June 30, 2021 $ 161,106 Balance at March 31, 2022 $ 204,293 Payments related to long-term debt (7,344 ) Changes in fair value of debt and liability instruments, included in net loss 46,946 Balance at June 30, 2022 $ 243,895 |
Private Placement Warrants [Member] | |
Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques | Significant unobservable inputs used to calculate the fair value of the Private Placement Warrants included the following: Point Estimate Used Input As of June 30, 2022 As of March 31, 2022 Volatility 56.0 % 56.5 % Risk-free rate 3.00 % 2.43 % Term (in years) 4.25 4.50 |
Earnout Shares [Member] | |
Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques | Significant unobservable inputs used to calculate the fair value of the Earn-Out the following : Point Estimate Used Input As of June 30, 2022 As of March 31, 2022 Volatility 82.1 % 82.3 % Risk-free rate 3.00 % 2.43 % |
Datavant [Member] | |
Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques | The fair value was calculated using significant unobservable inputs including the following: Point Estimate Used Input As of June 30, 2022 As of March 31, 2022 Volatility 95.0 % 110.0 % Risk-free rate 2.93 % 1.62 % |
Other Expense (Income), Net (Ta
Other Expense (Income), Net (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Summary of Other Expense, Net From Continuing Operations | Other expense (income), net was as follows (in thousands): Three Months Ended June 30, 2022 2021 Interest income $ (1,981 ) $ (71 ) Interest expense 2,612 2,513 Other expense (income) 1,085 (2,576 ) Total $ 1,716 $ (134 ) |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of potentially dilutive securities | As of June 30, 2022 and 2021, potentially dilutive securities were as follows: June 30, 2022 June 30, 2021 Stock options and performance stock options 154,298,546 80,491,345 Restricted stock units and performance stock units (non-vested) 26,423,932 24,324,525 March 2020 CVARs (1) 32,011,996 32,447,626 November 2021 CVARs 4,431,637 — Restricted common stock (non-vested) 456,426 1,720,090 Earn-Out (non-vested) 3,080,387 — Private Placement Warrants 10,214,365 — Public Warrants 20,475,875 — Other instruments issued 5,067,978 5,452,793 (1) Refer to Note 8, “Share-Based Compensation” for details regarding settlement of CVARs. |
Description of Business and L_2
Description of Business and Liquidity - Additional Information (Detail) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2022 USD ($) Segment | Jun. 30, 2021 USD ($) | [1] | Mar. 31, 2022 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Number of operating and reporting segments | Segment | 1 | |||
Cash and cash equivalents | $ 1,942,215 | $ 2,060,400 | ||
Accumulated deficit | (3,095,533) | $ (2,763,724) | ||
Net loss | $ (353,784) | $ (101,078) | ||
[1]Retroactively restated for the stock subdivision as described in Note 7. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Aggregate Amounts of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 1,942,215 | $ 2,060,400 |
Restricted cash | 14,254 | 13,634 |
Cash, cash equivalents and restricted cash | $ 1,956,469 | $ 2,074,034 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Jul. 27, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2017 | |
Investments [Line Items] | ||||||
Aggregate fair value investment | $ 301,287 | $ 325,834 | ||||
Common stock acquired | 701,171,465 | 694,975,965 | ||||
Datavant Merger [Member] | ||||||
Investments [Line Items] | ||||||
Proceeds from sale of investment | $ 320,000 | |||||
Datavant Merger [Member] | Combined Company [Member] | ||||||
Investments [Line Items] | ||||||
Equity method investment ownership percentage | 17% | |||||
Arbutus Biopharma Corporation [Member] | ||||||
Investments [Line Items] | ||||||
Preferred stock Owned, Balance, Shares of Arbutus | 1,164,000 | |||||
Aggregate fair value investment | $ 105,300 | $ 115,800 | ||||
Unrealized gain (loss) on investments | $ (10,500) | $ (11,700) | ||||
Closing price of common stock | $ 2.71 | $ 2.98 | ||||
Equity method investment ownership percentage | 26% | |||||
Common stock acquired | 16,013,540 | |||||
Investment owned conversion includes both preferred stock and common stock | 22,833,922 | |||||
Sio Gene Therapies Inc [Member] | ||||||
Investments [Line Items] | ||||||
Aggregate fair value investment | $ 6,700 | $ 12,400 | ||||
Unrealized gain (loss) on investments | $ (5,700) | $ 2,200 | ||||
Closing price of common stock | $ 0.36 | $ 0.67 | ||||
Equity method investment ownership percentage | 25% | |||||
Datavant Holdings, Inc [Member] | ||||||
Investments [Line Items] | ||||||
Aggregate fair value investment | $ 186,900 | $ 193,900 | ||||
Unrealized gain (loss) on investments | $ (7,000) |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) € in Millions, $ in Millions, $ in Millions | 3 Months Ended | |||||||||
Jun. 30, 2022 USD ($) | Mar. 31, 2028 USD ($) | Mar. 31, 2027 USD ($) | Mar. 31, 2026 USD ($) | Mar. 31, 2025 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 EUR (€) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 CAD ($) | |
Schedule of Intangible Assets [Line Items] | ||||||||||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | $ 6.7 | |||||||||
Finite-Lived Intangible Asset, Expected Amortization, Year One | $ 8.9 | |||||||||
Finite-Lived Intangible Asset, Expected Amortization, Year Two | $ 8.9 | |||||||||
Finite-Lived Intangible Asset, Expected Amortization, Year Three | $ 8.9 | |||||||||
Finite-Lived Intangible Asset, Expected Amortization, Year Four | $ 8.9 | |||||||||
Finite-Lived Intangible Asset, Expected Amortization, Year Five and After | $ 103.1 | |||||||||
Cost of Sales [Member] | ||||||||||
Schedule of Intangible Assets [Line Items] | ||||||||||
Amortization of Intangible Assets | $ 0.7 | |||||||||
GSK [Member] | ||||||||||
Schedule of Intangible Assets [Line Items] | ||||||||||
Milestone payable | € 100 | $ 126 | ||||||||
Welichem Biotech Inc [Member] | ||||||||||
Schedule of Intangible Assets [Line Items] | ||||||||||
Milestone payable | $ 20 | $ 25 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule of Intangible Assets [Line Items] | |
Gross amount | $ 146,172 |
Less accumulated amortization | (742) |
Net book value | $ 145,430 |
Weighted average estimated useful lives | 16 years 6 months |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Accrued Liabilities [Line Items] | ||
Total accrued expenses | $ 109,354 | $ 127,531 |
R&D Expenses [Member] | ||
Accrued Liabilities [Line Items] | ||
Total accrued expenses | 68,914 | 66,188 |
Employee Related Expenses [Member] | ||
Accrued Liabilities [Line Items] | ||
Total accrued expenses | 17,845 | 44,262 |
Other Expenses [Member] | ||
Accrued Liabilities [Line Items] | ||
Total accrued expenses | $ 22,595 | $ 17,081 |
Long-Term Debt - Summary of Deb
Long-Term Debt - Summary of Debt Issued to NovaQuest (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Line Items] | ||
Total long-term debt, net | $ 200,700 | $ 177,400 |
Novaquest [Member] | ||
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Line Items] | ||
Fair value of long-term debt | 228,000 | 177,400 |
Less: current portion | (27,300) | 0 |
Total long-term debt, net | $ 200,700 | $ 177,400 |
Long-Term Debt - Summary of Out
Long-Term Debt - Summary of Outstanding Debt Obligations to XYQ Luxco (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: current portion | $ 33,304 | $ 0 |
Total long term debt, net | 383,720 | 210,025 |
Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 40,000 | 40,000 |
Exit fee | 5,000 | 5,000 |
Less: unamortized discount and debt issuance costs | (11,862) | (12,375) |
Total debt, net | 33,138 | 32,625 |
Less: current portion | 0 | 0 |
Total long term debt, net | $ 33,138 | $ 32,625 |
Long-Term Debt - Summary of RIP
Long-Term Debt - Summary of RIPSA Carrying Balance (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: current portion | $ (33,304) | $ 0 |
Total long term debt, net | 383,720 | $ 210,025 |
Revenue Interest Purchase And Sale Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Carrying balance | 161,056 | |
Less: unamortized issuance costs | (5,170) | |
Total debt, net | 155,886 | |
Less: current portion | (6,004) | |
Total long term debt, net | $ 149,882 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 31, 2021 | Oct. 31, 2018 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Aug. 31, 2018 | |
Class of warrants or rights number of shares called by each warrant or right | 1,199,072 | |||||
Credit Facility [Member] | ||||||
Proceeds from credit facility | $ 40,000 | |||||
Debt Instrument, Term | 5 years | |||||
Interest rate | 10% | |||||
Exit fee / end of term charge | $ 5,000 | |||||
Debt Instrument, Fee Amount | $ 4,000 | |||||
Exercise price of warrants (in dollars per share) | $ 0.01 | |||||
Revenue Interest Purchase And Sale Agreement [Member] | ||||||
Securities Purchased under Agreements to Resell | $ 160,000 | $ 160,000 | ||||
Committed Funding Under RIPSA | $ 344,000 | |||||
Novaquest [Member] | ||||||
Debt Instrument, Face Amount | $ 17,500 | $ 100,000 | ||||
Proceeds from Issuance of Debt | $ 117,500 | |||||
Repayments of debt | $ 7,300 | |||||
Debt fair value | $ 228,000 | $ 177,400 | ||||
Novaquest [Member] | Regulatory Milestone [Member] | ||||||
Milestone payment due over six year period | $ 176,300 | |||||
Maximum amount required milestone payments | 440,600 | |||||
Possible offset of regulatory milestone payments with commercial milestone | 88,100 | |||||
Novaquest [Member] | Commercial Milestone [Member] | ||||||
Maximum amount required milestone payments | $ 141,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Feb. 14, 2022 USD ($) shares | Jun. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 $ / shares shares | |
Class of Stock [Line Items] | |||
Common stock, shares authorized | 7,000,000,000 | 7,000,000,000 | |
Common stock, par or stated value per share | $ / shares | $ 0.00 | $ 0.00 | |
Cantor Fitzgerald Co. [Member] | |||
Class of Stock [Line Items] | |||
Purchase Obligation | $ | $ 250 | ||
Percentage of common shares volume-weighted average price | 99% | ||
Upfront commitment fee number of shares issued | shares | 145,986 | ||
Common Shares Value Available For Sale | $ | $ 250 | ||
Roivant Common Shares [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 7,000,000,000 | ||
Common stock, par or stated value per share | $ / shares | $ 0.00 | ||
Common Stock, Voting Rights | one vote | ||
Stockholders Equity Note Stock Split Exchange Ratio 1 | 2.9262 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Subsidiary Equity Incentive Plans [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 11.5 | $ 8.2 | |
2015 EIP [Member] | CVARs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation by share based award equity instruments other than options non vested number | 11,826,924 | ||
Share based compensation by share based award equity instruments other than options vested number | 20,185,072 | ||
2021 EIP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common shares reserved for future issuance | 13,190,403 | ||
2021 EIP [Member] | CVARs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation by share based award equity instruments other than options non vested number | 4,431,637 | 6,285,250 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Restricted Stock Units (Detail) - Restricted Stock And Performance Stock Units [Member] - R S L Equity Plans Member | 3 Months Ended |
Jun. 30, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | 21,956,749 |
Granted | 8,080,813 |
Vested | (2,514,982) |
Forfeited | (1,098,648) |
Non-vested balance, ending | 26,423,932 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Performance Options Activity (Detail) - Stock options and performance stock options [Member] - R S L Equity Plans Member | 3 Months Ended |
Jun. 30, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding ,Beginning balance | 80,364,904 |
Options Granted | 74,165,410 |
Options Forfeited | (231,768) |
Stock options outstanding , Ending balance | 154,298,546 |
Stock options outstanding , Options exercisable | 47,438,548 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Capped Value Appreciation Rights (Detail) - CVARs [Member] - 2021 EIP [Member] | 3 Months Ended |
Jun. 30, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | 6,285,250 |
Forfeited | (294,250) |
Vested | (1,559,363) |
Non-vested balance, ending | 4,431,637 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Line Items] | ||
Effective tax rate | (1.10%) | (0.10%) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - GSK [Member] - USD ($) $ in Millions | 1 Months Ended | |
Jul. 31, 2022 | Jun. 30, 2022 | |
Long term purchase commitment, Period | 5 years | |
Long term purchase commitment minimum amount | $ 48.2 | |
Samsung Biologics Co., Ltd. ("Samsung") [Member] | ||
Long term purchase commitment minimum amount | $ 36 | |
Palantirs [Member] | ||
Other Commitment, to be Paid, Remainder of Fiscal Year | $ 30 |
Earn-Out Shares, Public Warra_2
Earn-Out Shares, Public Warrants and Private Placement Warrants - Additional Information (Detail) | 3 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Common Stock Warrants | 60,021 |
Earn out shares, Vested | 0 |
Roivant Common Shares [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Number of trading days to meet earn out price threshold | 20 days |
Trading day period for earn out shares | 30 days |
Earn-Out share price | $ / shares | $ 15 |
Roivant Common Shares [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Trading day period for earn out shares | 30 days |
Earn-Out share price | $ / shares | $ 20 |
MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Stock Issued During Period, Shares, New Issues | 10,000 |
MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Stock Issued During Period, Shares, New Issues | 5,000 |
MAAC Sponsor [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Stock Issued During Period, Shares, New Issues | 2,033,591 |
MAAC Sponsor [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Stock Issued During Period, Shares, New Issues | 1,016,796 |
MAAC Sponsor [Member] | Roivant Common Shares [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Fifteen Dollar [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Portion of Share Subject to Earnout | 20% |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Twenty Dollar [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Portion of Share Subject to Earnout | 20% |
MAAC Sponsor [Member] | MAAC Independent Director [Member] | Sponsor Support Agreement [Member] | Share Price Equal or Exceeds Ten Dollar [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Portion of Share Subject to Earnout | 10% |
Roivant Warrant [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Time To Warrant Exercisability | 30 days |
Warrants and Rights Outstanding, Term | 5 years |
Private Placement Warrants [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.5 |
Class of Warrant or Right, Outstanding | 10,214,365 |
Public Warrants [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.5 |
Class of Warrant or Right, Outstanding | 20,535,896 |
Common Class A [Member] | Share Price Equal or Exceeds Eighteen Dollar [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Share Redemption Trigger Price | $ / shares | $ 18 |
Common Class A [Member] | Roivant Warrant [Member] | |
Earn Out Shares Public Warrants and Private Placement Warrants [Line Items] | |
Time To Warrant Exercisability | 30 days |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | $ 301,287 | $ 325,834 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 1,277,879 | 1,623,678 |
Debt issued by Dermavant to NovaQuest | 228,000 | 177,400 |
Liability instruments measured at fair value | 28,181 | 44,912 |
Total liabilities at fair value | 256,181 | 222,312 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 1,090,935 | 1,429,715 |
Liability instruments measured at fair value | 12,286 | 18,019 |
Total liabilities at fair value | 12,286 | 18,019 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 186,944 | 193,963 |
Debt issued by Dermavant to NovaQuest | 228,000 | 177,400 |
Liability instruments measured at fair value | 15,895 | 26,893 |
Total liabilities at fair value | 243,895 | 204,293 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 976,592 | 1,297,844 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 976,592 | 1,297,844 |
Other Investment [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 2,378 | 3,659 |
Other Investment [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 2,378 | 3,659 |
Sio Gene Therapies Inc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 6,700 | 12,400 |
Sio Gene Therapies Inc [Member] | Common Shares [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 6,688 | 12,447 |
Sio Gene Therapies Inc [Member] | Common Shares [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 6,688 | 12,447 |
Arbutus Biopharma Corporation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 105,300 | 115,800 |
Arbutus Biopharma Corporation [Member] | Common Shares [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 105,277 | 115,765 |
Arbutus Biopharma Corporation [Member] | Common Shares [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 105,277 | 115,765 |
Datavant [Member] | Common Shares [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 186,944 | 193,963 |
Datavant [Member] | Common Shares [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | $ 186,944 | $ 193,963 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Mar. 31, 2022 |
Warrant | Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities at fair value | $ 12.3 | $ 18 |
Warrant | Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities at fair value | 6.1 | 9.1 |
Earnout Shares [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non financial liabilities at fair value | 7.2 | 9.2 |
Liability Instruments Measured At Fair Value [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non financial liabilities at fair value | $ 2.6 | $ 8.6 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Liability Instruments Measured At Fair Value [Member] $ in Millions | Jun. 30, 2022 USD ($) |
Private Placement Warrants | |
Fair Value Disclosures [Line Items] | |
Derivative Liability | $ 6.1 |
Earnout Shares [Member] | |
Fair Value Disclosures [Line Items] | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 7.2 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Balance at beginning of period | $ 204,293 | $ 217,993 |
Changes in fair value of debt and liability instruments, included in net loss | 46,946 | 4,585 |
Termination of DSP Options | (61,472) | |
Payments related to long-term debt | (7,344) | |
Balance at end of period | $ 243,895 | $ 161,106 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Change IN Fair Value of the Level 3 Assets (Detail) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | $ 193,963 |
Changes in fair value of investment in Datavant, included in net loss | (7,019) |
Ending Balance | $ 186,944 |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of Fair Value of Significant Unobservable Inputs Using Valuation Techniques (Detail) - yr | Jun. 30, 2022 | Mar. 31, 2022 |
Volatility | Datavant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Asset Measurement Input | 95% | 110% |
Volatility | Earnout Shares [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Asset Measurement Input | 82.10% | 82.30% |
Volatility | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Asset Measurement Input | 56% | 56.50% |
Risk-free rate | Datavant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Asset Measurement Input | 2.93% | 1.62% |
Risk-free rate | Earnout Shares [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Asset Measurement Input | 3% | 2.43% |
Risk-free rate | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Asset Measurement Input | 3% | 2.43% |
Term (in years) | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 4.25 | 4.5 |
Other Expense (Income), Net - S
Other Expense (Income), Net - Summary of Other Expense, Net From Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Other Expense, Net [Abstract] | ||
Interest income | $ (1,981) | $ (71) |
Interest expense | 2,612 | 2,513 |
Other expense (income) | 1,085 | (2,576) |
Total | $ 1,716 | $ (134) |
Net Loss per Common Share - Sum
Net Loss per Common Share - Summary Of Potentially Dilutive Securities (Detail) - shares | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Stock options and performance stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 154,298,546 | 80,491,345 | |
Restricted stock units and performance stock units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 26,423,932 | 24,324,525 | |
March 2020 CVARs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | [1] | 32,011,996 | 32,447,626 |
November 2021 CVARs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,431,637 | ||
Restricted common stock (non-vested) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 456,426 | 1,720,090 | |
Earn-Out Shares (non-vested) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,080,387 | ||
Private Placement Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,214,365 | ||
Public Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,475,875 | ||
Other instruments issued [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,067,978 | 5,452,793 | |
[1]Refer to Note 8, “Share-Based Compensation” for details regarding settlement of CVARs. |