Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 20, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | AbCellera Biologics Inc. | ||
Entity Central Index Key | 0001703057 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-39781 | ||
Entity Incorporation, State or Country Code | A1 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | 2215 Yukon Street | ||
Entity Address, City or Town | Vancouver | ||
Entity Address, State or Province | BC | ||
Entity Address, Postal Zip Code | V5Y 0A1 | ||
City Area Code | 604 | ||
Local Phone Number | 559-9905 | ||
Title of 12(b) Security | Common shares, no par value per share | ||
Trading Symbol | ABCL | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | true | ||
Entity Small Business | false | ||
Entity Public Float | $ 3,794,989,154 | ||
Entity Common Stock, Shares Outstanding | 283,923,782 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Firm ID | 85 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Vancouver, Canada | ||
Documents Incorporated by Reference | The registrant’s definitive proxy statement relating to the annual meeting of shareholders will be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year ended December 31, 2021 and is incorporated by reference in Part III to the extent described herein. |
Consolidated Balance Sheets
Consolidated Balance Sheets $ in Millions | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Current assets: | |||
Cash and cash equivalents | $ 476,142,000 | $ 594,116,000 | |
Marketable securities | 246,835,000 | ||
Total cash, cash equivalents, and marketable securities | 722,977,000 | 594,116,000 | |
Accounts and accrued receivable | 160,576,000 | 213,239,000 | |
Restricted cash | 25,000,000 | ||
Other current assets | 21,247,000 | 5,970,000 | |
Total current assets | 929,800,000 | 813,325,000 | |
Long-term assets: | |||
Property and equipment, net | 111,616,000 | 17,923,000 | |
Intangible assets, net | 148,392,000 | 115,153,000 | |
Goodwill | 47,806,000 | 31,500,000 | [1] |
Investments in and loans to equity accounted investees | 50,313,000 | 19,247,000 | |
Other long-term assets | 30,642,000 | 8,388,000 | |
Total long-term assets | 388,769,000 | 192,211,000 | |
Total assets | 1,318,569,000 | 1,005,536,000 | |
Current liabilities: | |||
Accounts payable and other liabilities | 32,017,000 | 20,195,000 | |
Current portion of contingent consideration payable | 22,934,000 | 13,411,000 | |
Income taxes payable | 35,683,000 | 36,152,000 | |
Accrued royalties payable | 22,506,000 | 27,143,000 | |
Deferred revenue | 7,536,000 | 6,589,000 | |
Total current liabilities | 120,676,000 | 103,490,000 | |
Long-term liabilities: | |||
Operating lease liability | 36,413,000 | 3,715,000 | |
Deferred revenue and grant funding | 60,758,000 | 25,894,000 | |
Contingent consideration payable | 35,886,000 | 9,148,000 | |
Deferred tax liability | 37,370,000 | 26,161,000 | |
Other long-term liabilities | 1,733,000 | 6,620,000 | |
Total long-term liabilities | 172,160,000 | 71,538,000 | |
Total liabilities | 292,836,000 | 175,028,000 | |
Commitments and contingencies | |||
Shareholders' equity: | |||
Common shares: no par value, unlimited authorized shares at December 31, 2020 and 2021: 269,497,768 and 283,257,104 shares issued and outstanding at December 31, 2020 and 2021 respectively | 722,430,000 | 710,387,000 | |
Additional paid-in capital | 35,357,000 | 5,919,000 | |
Accumulated other comprehensive income | 280,000 | ||
Accumulated earnings | 267,666,000 | 114,202,000 | |
Total shareholders' equity | 1,025,733,000 | 830,508,000 | |
Total liabilities and shareholders' equity | $ 1,318,569,000 | $ 1,005,536,000 | |
[1] | Accumulated impairment as at December 31, 2020 and 2021 was $nil. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Financial Position [Abstract] | ||
Common stock, no par value | ||
Common stock, shares authorized | Unlimited | Unlimited |
Common stock, shares issued | 283,257,104 | 269,497,768 |
Common stock, shares outstanding | 283,257,104 | 269,497,768 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenue: | ||||
Total revenue | $ 375,203,000 | $ 233,155,000 | $ 11,612,000 | |
Operating expenses: | ||||
Royalty fees | 45,516,000 | 27,143,000 | 0 | |
Research and development | [1] | 62,062,000 | 29,393,000 | 10,113,000 |
Sales and marketing | [1] | 6,913,000 | 3,842,000 | 1,263,000 |
General and administrative | [1] | 41,848,000 | 11,910,000 | 2,749,000 |
Depreciation and amortization | 14,451,000 | 4,836,000 | 1,604,000 | |
Total operating expenses | 170,790,000 | 77,124,000 | 15,729,000 | |
Income (loss) from operations | 204,413,000 | 156,031,000 | (4,117,000) | |
Other (income) expense | ||||
Interest income | (3,330,000) | (293,000) | (155,000) | |
Interest and other expense | 5,225,000 | 6,511,000 | 209,000 | |
Foreign exchange (gain) loss | 855,000 | 300,000 | (186,000) | |
Grants and incentives | (17,486,000) | (8,320,000) | (1,774,000) | |
Total other income | (14,736,000) | (1,802,000) | (1,906,000) | |
Net earnings (loss) before income tax | 219,149,000 | 157,833,000 | (2,211,000) | |
Income tax expense | 65,685,000 | 38,915,000 | ||
Net earnings (loss) | 153,464,000 | 118,918,000 | (2,211,000) | |
Foreign currency translation adjustment | 280,000 | |||
Comprehensive income (loss) | $ 153,744,000 | $ 118,918,000 | $ (2,211,000) | |
Net earnings (loss) per share attributable to common shareholders | ||||
Basic | $ 0.56 | $ 0.53 | $ (0.01) | |
Diluted | $ 0.48 | $ 0.45 | $ (0.01) | |
Weighted-average common shares outstanding | ||||
Basic | 275,763,745 | 159,195,023 | 151,327,560 | |
Diluted | 318,294,236 | 263,129,765 | 151,327,560 | |
Research Fees | ||||
Revenue: | ||||
Total revenue | $ 19,076,000 | $ 19,848,000 | $ 11,612,000 | |
Licensing Revenue | ||||
Revenue: | ||||
Total revenue | 20,778,000 | |||
Milestone Payments | ||||
Revenue: | ||||
Total revenue | 8,000,000 | 15,000,000 | ||
Royalty Revenue | ||||
Revenue: | ||||
Total revenue | $ 327,349,000 | $ 198,307,000 | ||
[1] | Exclusive of depreciation and amortization |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | IPO | Convertible Note | Preferred SharesSeries A1 | Preferred SharesSeries A2 | Common Shares | Common SharesIPO | Common SharesConvertible Note | Additional Paid-in Capital | Accumulated Earnings (Deficit) | Accumulated Other Comprehensive Income |
Beginning balances at Dec. 31, 2018 | $ 11,609 | $ 7,557 | $ 5,074 | $ 1,483 | $ (2,505) | ||||||
Beginning balances, Shares at Dec. 31, 2018 | 2,105,264 | 150,941,382 | |||||||||
Shares issued under stock option plan | 25 | $ 48 | (23) | ||||||||
Shares issued under stock option plan, Shares | 740,000 | ||||||||||
Issuance costs | (11) | $ (11) | |||||||||
Stock-based compensation expense | 840 | 840 | |||||||||
Net earnings (loss) | (2,211) | (2,211) | |||||||||
Ending balances at Dec. 31, 2019 | 10,252 | $ 7,546 | $ 5,122 | 2,300 | (4,716) | ||||||
Ending balances, Shares at Dec. 31, 2019 | 2,105,264 | 151,681,382 | |||||||||
Issuance of stock, value | 74,662 | $ 531,302 | $ 74,662 | $ 531,302 | |||||||
Issuance of stock, shares | 6,017,784 | 27,772,500 | |||||||||
Shares issued under stock option plan | 942 | $ 1,450 | (508) | ||||||||
Shares issued under stock option plan, Shares | 2,719,882 | ||||||||||
Stock-based compensation expense | 4,127 | 4,127 | |||||||||
Stock issued upon conversion convertible securities, value | $ 90,305 | $ (7,546) | $ (74,662) | $ 82,208 | $ 90,305 | ||||||
Stock issued upon conversion convertible securities, shares | (2,105,264) | (6,017,784) | 81,230,480 | 6,093,524 | |||||||
Net earnings (loss) | 118,918 | 118,918 | |||||||||
Ending balances at Dec. 31, 2020 | 830,508 | $ 710,387 | 5,919 | 114,202 | |||||||
Ending balances, Shares at Dec. 31, 2020 | 269,497,768 | ||||||||||
Shares issued under stock option plan and other | 6,566 | $ 12,043 | (5,477) | ||||||||
Shares issued under stock option plan and other, Shares | 13,759,336 | ||||||||||
Stock-based compensation expense | 29,240 | 29,240 | |||||||||
Reclassification of liability classified options | 5,675 | 5,675 | |||||||||
Foreign currency translation adjustment | 280 | $ 280 | |||||||||
Net earnings (loss) | 153,464 | 153,464 | |||||||||
Ending balances at Dec. 31, 2021 | $ 1,025,733 | $ 722,430 | $ 35,357 | $ 267,666 | $ 280 | ||||||
Ending balances, Shares at Dec. 31, 2021 | 283,257,104 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income tax expense | $ 38,915 |
IPO | |
Net issuance costs | 32,609 |
Income tax expense | $ 8,462 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ 153,464,000 | $ 118,918,000 | $ (2,211,000) |
Cash flows from operating activities: | |||
Depreciation of property and equipment | 4,403,000 | 2,317,000 | 1,604,000 |
Amortization of intangible assets | 10,062,000 | 2,519,000 | 0 |
Amortization of operating lease right-of-use assets | 2,785,000 | 435,000 | 243,000 |
Stock-based compensation | 30,646,000 | 8,397,000 | 890,000 |
Deferred tax expense | (2,018,000) | 2,098,000 | |
Other | 3,570,000 | 4,707,000 | 194,000 |
Changes in operating assets and liabilities: | |||
Accounts and accrued research fees receivable | (37,386,000) | (5,467,000) | (1,803,000) |
Accrued royalties receivable | 59,864,000 | (197,553,000) | |
Income taxes payable | (13,530,000) | 36,412,000 | |
Accounts payable and accrued liabilities | 1,400,000 | 6,601,000 | 150,000 |
Operating lease liabilities | (778,000) | (350,000) | 2,784,000 |
Deferred revenue | 8,624,000 | 21,810,000 | (6,000) |
Accrued royalties payable | (4,637,000) | 27,143,000 | |
Deferred grant revenue | 30,718,000 | (6,763,000) | |
Other operating assets and liabilities | (2,603,000) | 1,466,000 | 849,000 |
Net cash provided by operating activities | 244,584,000 | 22,690,000 | 2,694,000 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (58,452,000) | (9,673,000) | (3,997,000) |
Purchase of intangible assets | (5,000,000) | ||
Repayment (issuance) of related party loans | 1,783,000 | (1,783,000) | |
Purchase of marketable securities | (274,710,000) | ||
Proceeds from marketable securities | 27,608,000 | ||
Receipt of grant funding | 32,621,000 | ||
Acquisitions, net of cash acquired | (11,457,000) | (87,643,000) | |
Long-term investments and other assets | (17,534,000) | ||
Investment in and loans to equity accounted investees | (30,323,000) | (19,247,000) | |
Net cash used in investing activities | (332,247,000) | (119,780,000) | (5,780,000) |
Cash flows from financing activities: | |||
Repayment of long-term debt | (1,823,000) | (19,942,000) | (399,000) |
Proceeds from long-term debt | 872,000 | 15,490,000 | 193,000 |
Proceeds from convertible debentures | 89,990,000 | ||
Payment of contingent consideration | (2,550,000) | ||
Payment of liability for in-licensing agreement | (5,000,000) | ||
Short-term borrowings | (387,000) | 387,000 | |
Issuance of common shares pursuant to exercise of stock options and other | 4,615,000 | 1,000,000 | 25,000 |
Net proceeds from issuance of common shares | 522,840,000 | ||
Proceeds from issuance of preferred shares - series A1 and A2 financing | 74,662,000 | (11,000) | |
Net cash provided by (used in) financing activities | (3,886,000) | 683,653,000 | 195,000 |
Effect of exchange rate changes on cash and cash equivalents | (1,425,000) | ||
Increase (decrease) in cash and cash equivalents | (92,974,000) | 586,563,000 | (2,891,000) |
Cash and cash equivalents and restricted cash, beginning of year | 594,116,000 | 7,553,000 | 10,444,000 |
Cash and cash equivalents and restricted cash, end of year | 501,142,000 | 594,116,000 | 7,553,000 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Property and equipment purchases in accounts payable | 5,397,000 | 656,000 | 35,000 |
Right-of-use assets obtained in exchange for operating lease obligation | $ 36,638,000 | 1,679,000 | $ 2,830,000 |
Purchase of intangible assets in exchange for in-licensing agreement payable | $ 9,060,000 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of operations AbCellera Biologics Inc.’s (the “Company”) mission is to improve health with technologies that transform the way that antibody-based therapies are discovered. The Company aims to become the centralized operating system for next generation antibody discovery. The Company’s full-stack, AI-powered antibody discovery platform searches and analyzes the database of natural immune systems to find antibodies that can be developed as drugs. The Company believes its technology increases the speed and the probability of success of therapeutic antibody discovery, including enabling discovery against targets that may otherwise be intractable. Rather than advancing its own clinical pipeline of drug candidates, the Company forges partnerships with drug developers of all sizes, from large cap pharmaceutical to small biotechnology companies. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of presentation | 2. Basis of presentation These consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany transactions and balances have been eliminated. All amounts expressed in the consolidated financial statements of the Company and the accompanying notes thereto are expressed in thousands of U.S. dollars, except for share and per share data and where otherwise indicated. References to “$” are to U.S. dollars and references to “C$” and “CAD” are to Canadian dollars. Initial public offering The Company’s registration statement on Form S-1 related to its initial public offering (“IPO”) was declared effective on December 10, 2020, by the SEC, and the Company’s common shares began trading on the Nasdaq on December 11, 2020. Upon close of the IPO, the Company sold 27,772,500 common shares at a price to the public of $20.00 per share. The Company received gross proceeds of $555.5 million, or aggregate net proceeds of $522.8 million, after deducting offering costs, underwriting discounts and commissions. Immediately prior to the completion of the IPO, all convertible preferred stock and notes then outstanding converted into an equivalent number of shares of common shares. On December 4, 2020, the Board of Directors of the Company approved a 1-for-10 forward stock split of its issued and outstanding common shares and stock options, which was affected on December 4, 2020. All share and per share information in these consolidated financial statements has been retroactively restated to reflect the stock split. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant accounting policies Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and variable interest entities (“VIE”) when the Company possesses both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. Intercompany accounts and transactions have been eliminated. In 2021, the Company entered into a participation agreement with a segregated accounts company for purposes of Director and Officer’s insurance. The Company contributed $25.0 million to the segregated account, representing the Company’s maximum loss exposure under the participation agreement, for security for a letter of credit issued to a third-party insurer. As the funds cannot be transferred to other parts of the Company, the funds are presented as Restricted Cash. Use of estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas of significant estimates include, but are not limited to, revenue recognition including estimated timing of completion of performance obligations and determining whether an option for additional goods or services represents a material right, the fair value of acquired intangible assets, and contingent consideration payable , and the estimates of stock-based compensation awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could significantly differ from those estimates. COVID-19 Pandemic With the global spread of the ongoing COVID-19 pandemic, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its employees and its business. The Company has taken measures to secure its research and development activities, while work in its laboratories and facilities has been re-organized to reduce risk of COVID-19 transmission. Given the global economic impact, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic, the Company’s business, financial condition, and results of operations could be materially adversely affected. The Company continues to closely monitor the COVID-19 pandemic as it evolves its business continuity plans and response strategy. As of the date of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. Actual results could differ from these estimates, and any such differences may be material to the Company’s financial statements. Revenue recognition The Company accounts for revenue from contracts with customers, which includes the identification and assessment of the goods and/or services promised within a contract to evaluate which promises are distinct from each other. The terms of our arrangements generally include the payment of one or more of the following: (i) non-refundable, up-front fixed fees, (ii) fixed fees for ‘discovery’ research support, (iii) fixed technology assignment fees, (iv) fixed payments based on the achievement of specified development and/or commercial milestones, (v) royalties on net sales by the customer of licensed products, and in some cases, (vi) early termination penalties, and (vii) reimbursements for costs incurred to fulfill the contract with the customer at cost or at cost plus an agreed upon mark-up. Promises that are not distinct at contract inception are combined into a single performance obligation. An option to acquire additional goods and/or services is evaluated on both quantitative and qualitative aspects to determine if such an option provides a material right to the customer that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer and is accounted for as a separate contract upon the customer’s election. The transaction price generally includes fixed fees due at contract inception as well as fixed fees payable at the beginning and end of different phases of the discovery research support services performed. Where a fixed fee due at contract inception is an option to obtain additional goods or services and is considered to be a material right, we allocate the transaction price to the optional goods or services we expect to provide to the corresponding consideration we expect to receive. The Company utilizes either the expected value method or the most likely amount method to estimate the amount of variable consideration to include in the transaction price, as most appropriate in the circumstances. With respect to development and commercial milestone payments, at the inception of the arrangement, the Company evaluates whether the associated event is considered probable of achievement and estimate the amount to be included in the transaction price using the most likely amount method. In determining the transaction price the Company constrains the transaction price for variable consideration to limit its inclusion so that it only includes the amount that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company allocates the transaction price to each performance obligation identified in the contract based on relative observable standalone selling prices. Revenue is recognized based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good and/or service to the customer. The Company generally uses output methods to measure the progress toward satisfaction of performance obligations that are satisfied over time. Due to different types of end customers and nature of work involved, revenue contracts require formal inspection and approval of experiments and research plans at each stage of work, therefore, the output method is the most faithful depiction of the Company’s performance. Royalty revenue is recognized in the period in which the obligation is satisfied and the corresponding sales by our corporate partners occur. For the licenses to our intellectual property the Company recognizes revenue from non-refundable, up-front fees when the license is transferred to the customer and the customer is able to use and benefit from the license. Collaborative Arrangements We may enter into collaborative and other similar arrangements with respect to the development and commercialization of potential drug candidates. Collaborative arrangements are contractual agreements with third parties that involve a joint operating activity, typically a research and/or commercialization effort, where both we and our partner are active participants in the activity and are exposed to the significant risks and rewards of the activity. Our rights and obligations under our collaborative arrangements vary and typically involve the partners to jointly perform research and development activities and/or participate together in commercializing, marketing, promoting, manufacturing and/or distributing a drug product. These arrangements typically include milestone as well as royalty or profit-share payments, contingent upon the occurrence of certain future events linked to the success of the asset in development, as well as expense reimbursements from or payments to the collaboration partner The Company considers the nature and contractual terms of arrangements and assesses whether an arrangement involves a joint operating activity pursuant to which the Company is an active participant and is exposed to significant risks and rewards dependent on the commercial success of the activity as described under ASC 808, Collaborative Arrangements ( The Company applied ASC 606 to all arrangements to date. Segmented and Enterprise-wide information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s focus is on the discovery and development of antibodies. The Company’s revenues from external customers in which the services originated were in Canada in 2019 and 2020. In 2021, $353.4 million and $21.8 million of revenues originated from services in Canada and the U.S., respectively. Of the Company’s long-term assets at December 31, 2020, $133.7 million was in the U.S. and $58.5 million was in Canada. Of the Company’s long-term assets at December 31, 2021, $200.3 million was in the US, $159.5 million in Canada, and $28.9 million in other foreign countries. Government grants and credits Government grants are recognized when there is reasonable assurance that the grant will be received, and all associated conditions will be complied with. Reimbursements of eligible expenditures pursuant to government assistance programs are recorded when the related costs have been incurred and there is reasonable assurance regarding collection of the claim. The Company recognizes the benefits of refundable government investment tax credits for scientific research and development expenditures in the year the qualifying expenditure is made providing there is reasonable assurance of recoverability. The Company records the investment tax credits based on its estimates of amounts expected to be recovered. Government grants and credits received for expenditures on eligible research, development and capital expenditures are recognized ratably over the benefit period of the related expenditure for which the grants are intended to compensate in other income. Grant claims not settled by the balance sheet date are recorded as receivables provided their receipt is probable. The determination of the amount of the claim and the corresponding receivable amount requires management judgement and interpretation of eligible expenditures in accordance with the terms of the programs. The reimbursement claims submitted by the Company are subject to review by the relevant government agencies. The Company has used its best judgement and understanding of the related program agreements in determining the receivable amount. Functional currency The reporting currency of the Company and its subsidiaries is the U.S. dollar. The functional currency of the Company and its subsidiaries is the U.S. dollar, and for the Dayhu JV and Beedie JV, is the Canadian Dollar. Transactions in foreign currencies are translated to the functional currency at exchange rates at the date of the transactions. Period end balances of monetary assets and liabilities in foreign currencies are translated to the functional currency using the period end foreign currency rates. Foreign currency gains and losses are recognized in the consolidated statements of income (loss). The functional currency of the Dayhu JV and Beedie JV is Canadian dollars and are translated into US dollars using the period-end exchange rate for assets and liabilities and the average exchange rates during the period for revenues, expenses, gains and losses. Foreign exchange gains or losses arising from the translation of these joint ventures’ assets and liabilities are included in “Other comprehensive income”. Cash and cash equivalents and restricted cash Cash and cash equivalents are defined as cash on hand and deposits held with banks with maturity dates of less than three months. Cash and cash equivalents that are restricted as to withdrawal or usage, in accordance with specific commercial arrangements, are presented as restricted cash on the consolidated balance sheet. At December 31, 2020 we had $593.7 million cash, $0.4 million cash equivalents, and $ nil Marketable Securities The Company’s marketable securities consist of U.S. government agency securities, certificates of deposit, commercial paper, non-U.S. government agency securities, and asset-backed securities. The Company has classified and accounted for these marketable securities as held-for-trading and they are reported at fair value with unrealized gains and losses reported as other (income) expense on the consolidated statement of income (loss) and comprehensive income (loss). Accounts receivable The Company has trade receivables which are recorded at the invoiced amount and do not bear interest. The Company evaluates the collectability of accounts receivable on a regular basis based on economic assessment of market conditions and review of customer financial history. There was no allowance for doubtful accounts recorded as of December 31, 2020 and 2021. Property and equipment Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements to property and equipment are capitalized and repairs and maintenance costs are expensed as incurred. Excluding land and assets not yet placed into service, p roperty and equipment are amortized using the straight-line method over the estimated useful lives of the property and equipment as follows: Asset Rate Computer equipment 3 years Laboratory equipment 5 years Office furniture and equipment 5 years Leasehold improvements Shorter of lease term or estimated useful life Estimated useful lives are periodically assessed to determine if changes are appropriate. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are removed from the accounts and any resulting gains or losses are included in loss from operations in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Intangible assets Costs incurred to acquire patents and to prosecute and maintain intellectual property rights are expensed as incurred to general and administrative expense due to the uncertainty surrounding the drug development process and the uncertainty of future benefits. Patents, and intellectual property acquired from third parties are capitalized and amortized over the remaining life of the patent, if related to approved products or if there are alternative future uses for the underlying technology. No patent or intellectual property costs have been capitalized to date. In process research and development (IPR&D) will be amortized on completion of IPR&D activities. Acquired IPR&D represent the fair value assigned to research and development assets that have not reached technological feasibility. IPR&D is classified as an indefinite-lived intangible asset and is not amortized. All research and development costs incurred subsequent to the acquisition of IPR&D are expensed as incurred. Definite lived intangible assets are amortized using the straight-line method over the estimated useful lives of the assets as follows: Asset Useful Life License 3-10 years Technology 20 years Impairment of long-lived assets The Company assesses the recoverability of its long-lived assets, including property and equipment and intangible assets subject to amortization, for indicators of impairment on each reporting date. If events or changes in circumstances indicate impairment, the Company measures recoverability by a comparison of the asset’s carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. When quoted market prices are not available, the Company uses the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset as an estimate of fair value. No indicators of impairment were identified at the respective balance sheet dates. Indefinite-lived intangible assets are tested annually for impairment as of October 1, and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the carrying amount of the indefinite-lived intangible asset is less than its fair value. If the qualitative assessment indicates it is not more likely than not that the carrying amount is less than its fair value, a quantitative impairment test is not required. Where a quantitative impairment test is required, the procedure is to compare the indefinite-lived intangible asset’s fair value with its carrying amount. An impairment loss is recognized as the difference between the indefinite-lived intangible asset’s carrying amount and its fair value. Based on our qualitative assessment, the Company determined there were no potential indicators of impairment of our indefinite-lived intangible assets. Leases The Company determines if an arrangement is a lease at its inception. After determination of lease arrangement, the Company identifies whether the lease arrangement consists of any non-lease component. The company account for lease components (e.g., rental payments) separately from non-lease components (e.g., common area maintenance costs). Lease component is considered in operating leases, whereas non-lease component is accounted for separately in profit and loss. Such non-lease component is accounted for ratably over a straight-line basis over the duration of lease period. Operating leases are included in operating lease right-of-use assets, accrued liabilities, and long-term operating lease liabilities in our consolidated balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease liabilities and right-of-use assets are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments if an explicit rate is not available. Rent expense, included as part of general and administrative expense, for lease payments is recognized on a straight-line basis over the lease term. The operating lease right-of-use assets also includes any rent prepayments, lease incentives upon receipt, and straight-line rent expense impacts, which represent the differences between its operating lease liabilities and right-of-use assets. The initial recognition of the lease obligation and right-of-use asset excludes leases that have a remaining lease term of 12 months or less on the date of acquisition . For the years ended December 31, 2020 and December 31, 2021, all of our leases are classified as operating leases. Research and development costs Research and development costs are expensed in the period incurred. These costs related to spending for partner projects in addition to internal platform development programs and include required materials, salaries and benefits including stock-based compensation, and service contracts. These costs exclude depreciation and amortization. Royalty fees Royalty fees consist of certain contractual royalty payments to our strategic partners upon receipt of royalty revenue based on our customers third-party net sales. Royalty fees are recorded when the third-party sale occurs. Income taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, DTAs and DTLs are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company recognizes uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, they are measured as the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Income tax credit (“ITC”) policy The Company earns income tax credits (ITCs) in jurisdictions in which it incurs eligible research and development expenditures. The Company uses the flow-through method to account for ITCs. Under this method, the ITCs subject to income tax accounting are recognized as a reduction to income tax expense in the year they are earned. Stock-based compensation The Company accounts for awards of stock options and shares to directors, employees, consultants, and non-employees using the fair value method. Under this method, stock-based compensation expense is measured at the fair value at the date of grant and is expensed over the award’s vesting period. The requisite service period generally equals the vesting period of the awards. Equity classified awards are measured using their grant date fair value. Liability classified awards are initially measured using their grant date fair value and are subsequently re-measured to fair value at each balance sheet date until exercised or cancelled, with changes in fair value recognized as compensation cost for the period. For equity classified awards, a corresponding increase in additional paid-in capital is recorded when stock-based compensation is recognized. When stock options are exercised, share capital is credited by the sum of the consideration received and the related portion of the stock-based compensation previously recorded in additional paid-in capital. The effects of forfeitures of options and share awards are accounted for as they occur. Awards with an exercise price which is not denominated in: (a) the currency of a market in which a substantial portion of the Company’s equity securities traded, (b) the currency in which the individual’s pay is denominated, or (c) the Company’s functional currency, are classified as liabilities. Business combinations and goodwill Business combinations are accounted for using the acquisition method. The fair value of total purchase consideration is allocated to the fair values of identifiable tangible and intangible assets acquired and liabilities assumed, with the remaining amount being classified as goodwill. All assets, liabilities and contingent liabilities acquired or assumed in a business combination are recorded at their fair values at the date of acquisition. If the Company’s interest in the fair value of the acquiree’s net identifiable assets exceeds the cost of the acquisition, the excess is recognized in earnings or loss immediately. Transaction costs that are incurred in connection with a business combination, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. Goodwill is evaluated for impairment on an annual basis as of October 1, or more frequently if an indicator of impairment is present. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit that includes the goodwill is less than its carrying value, then a quantitative impairment test would be prepared to compare this fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value. At October 1, 2021, the Company performed a qualitative assessment for its annual impairment test of goodwill after concluding that it was not more likely than not that the fair value of the reporting unit was less than its carrying value. Consequently, the quantitative impairment test was not required. The Company concluded that there were no impairment indicators related to goodwill during the remainder of 2021. Equity method investments The Company accounts for its investments in equity-accounted joint ventures using the equity method. Under the equity method, the initial cost of the investment is adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions. The Company does not control the equity-accounted investments and as a result, the Company does not have the unilateral ability to determine whether cash generated by its equity-accounted investees is retained within the equity-investee or is distributed to the Company and other owners. In addition, equity-accounted investees do not control the timing of such distributions to the Company and other owners. The Company evaluates its investments in joint ventures for impairment when events or circumstances indicate that the carrying value of such investments may have experienced an other-than-temporary decline in value below carrying value. If the estimated fair value is less than the carrying value, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the Company’s consolidated statements of income (loss). Net earnings (loss) per share The Company follows the two-class method when computing net earnings (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net earnings (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net earnings (loss) per share attributable to common shareholders is computed by dividing the net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted net earnings (loss) attributable to common shareholders is computed by adjusting net income (loss) attributable to common shareholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net earnings (loss) per share attributable to common shareholders is computed by dividing the diluted net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding stock options and convertible preferred shares and notes are considered potential dilutive common shares. The Company’s convertible preferred shares, all of which converted prior to the completion of our IPO in 2020, |
Changes In Significant Accounti
Changes In Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Changes in Significant Accounting Policies | 4. Changes in significant accounting policies Recent accounting pronouncements adopted There was no adoption of any new accounting standards that had a significant impact on the consolidated financial statements. Recent accounting pronouncements not yet adopted The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to the Company or that no material impact is expected in the consolidated financial statements as a result of future adoption. |
Net Earnings (Loss) Per Share
Net Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net earnings (loss) per share | 5. Net earnings (loss) per share Basic and diluted net earnings (loss) per share attributable to common shareholders was calculated as follows: Year Ended December 31, 2019 2020 2021 Basic earnings (loss) per share Net earnings (loss) $ (2,211 ) $ 118,918 $ 153,464 Less: earnings allocated to Preferred Shareholders ( 1) - (33,817 ) - Net earnings (loss) attributable to common shareholders - basic $ (2,211 ) $ 85,101 $ 153,464 Weighted-average common shares outstanding - basic 151,327,560 159,195,023 275,763,745 Net earnings (loss) per share attributable to common shareholders - basic $ (0.01 ) $ 0.53 $ 0.56 Diluted earnings (loss) per share Net earnings (loss) attributable to common shareholders - diluted $ (2,211 ) $ 118,918 $ 153,464 Weighted-average common shares outstanding - basic 151,327,560 159,195,023 275,763,745 Convertible Preferred Shares - 63,260,090 - Stock options and RSUs - 40,674,652 42,530,491 Weighted-average common shares outstanding - diluted 151,327,560 263,129,765 318,294,236 Net earnings (loss) per share attributable to common shareholders - diluted $ (0.01 ) $ 0.45 $ 0.48 1 The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net earnings (loss) per share attributable to common shareholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2019 2020 2021 Options to purchase common shares and RSUs 37,359,000 - 908,409 Convertible preferred shares 21,052,640 - - Total potential common shares excluded 58,411,640 - 908,409 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets | 6. Other assets Other current assets consisted of the following: December 31, 2020 2021 Taxes receivable $ 489 $ 14,282 Prepaid expenses and other 4,073 5,293 Materials and supplies 1,408 1,672 Total other current assets $ 5,970 $ 21,247 Other long-term assets consisted of the following: December 31, 2020 2021 Investments - other $ 780 $ 6,764 Prepaid expenses 675 2,875 Security deposit 1,035 13,595 Deferred tax asset 5,898 7,408 Total other long-term assets $ 8,388 $ 30,642 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and equipment, net | 7. Property and equipment, net Property and equipment, net consisted of the following: December 31, 2020 2021 Computers $ 6,324 $ 7,843 Land - 33,044 Laboratory equipment 9,542 18,805 Leasehold improvements 3,708 23,962 Operating lease right-of-use assets 3,935 37,788 Property and equipment 23,509 121,442 Less accumulated depreciation (5,586 ) (9,826 ) Property and equipment, net $ 17,923 $ 111,616 At December 31, 2020 and December 31, 2021, leasehold improvements include tenant improvements in progress that have not commenced depreciation in the amount of $nil and $19.8 million, respectively. Depreciation expense on property and equipment for the years ended December 31, 2019, 2020 and 2021 was $1.6 million, $2.3 million and $4.4 million, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 8. Intangible assets and goodwill Intangible Assets Intangible assets consisted of the following: December 31, 2020 Gross carrying amount Accumulated amortization Net book value License $ 35,873 $ 2,191 $ 33,682 Technology 41,400 329 41,071 IPR&D 40,400 - 40,400 $ 117,673 $ 2,520 $ 115,153 December 31, 2021 Gross carrying amount Accumulated amortization Net book value License $ 35,873 $ 9,994 $ 25,879 Technology 52,700 2,587 50,113 IPR&D 72,400 - 72,400 $ 160,973 $ 12,581 $ 148,392 There was no balance of intangible assets, or related amortization expense, for the year ended 2019. Amortization expense related to intangible assets was $2.5 million and $10.1 million for the years ended December 31, 2020 and 2021, respectfully, and is reflected within Depreciation and amortization expense on the consolidated statement of income (loss) and comprehensive income (loss). At December 31, 2021, amortization expense on intangible assets is estimated to be as follows for each of the next five years: Amortization Expense 2022 $ 10,425 2023 10,425 2024 5,610 2025 4,041 2026 4,041 $ 34,542 In March 2020, the Company entered into an agreement with Alloy Therapeutics (Alloy) to use the ATX-Gx™ humanized mice platform to enable in vivo human antibody discovery for its partner programs. Under the terms of the agreement, the Company will offer its biotech and pharma partners access to ATX-Gx™, Alloy’s proprietary suite of immunocompetent transgenic mice, for use in any antibody discovery program and against any therapeutic target. The agreement provides for future alternative use to the Company and as such the corresponding value has been recorded as an intangible asset. The asset will be amortized on a straight-line basis over the 10-year term of the license agreement with Alloy. The acquisition of $14.1 million consists of an initial cash payment of $5.0 million, with two additional $5.0 million installment payments paid in twelve and twenty-four months, respectively. The estimated fair value of the non-current portion of the financial obligation was determined by discounting future principal and interest amounts at estimated interest rates expected to be available to the Company with an interest rate of 10.98%. Amortization expense is reflected within Depreciation and amortization expense on the consolidated statement of income (loss). Goodwill Goodwill consisted of the following: Net carry amount Balance at December 31, 2019 $ - Additions 31,500 Balance at December 31, 2020 1 $ 31,500 Additions 16,306 Balance at December 31, 2021 1 $ 47,806 1 |
Investments in and Loans to Equ
Investments in and Loans to Equity Accounted Investees | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in and loans to equity accounted investees | 9. Investments in and loans to equity accounted investees The Company has entered into two joint ventures as part of the construction of future office and laboratory headquarters. During 2020, the Company entered into a joint venture with Dayhu (Dayhu JV). At December 31, 2021, the equity investment balance of $19.6 million represents the contributions made since inception. In March, 2021, the Company entered into the Beedie joint venture (Beedie JV). To date the equity investment balance of $12.7 million represents contributions made since inception into the Beedie JV. To date, the Company has recorded immaterial amounts of proportionate income or loss with respect to either venture. In March, 2021, th e Company made a commitment of up to CAD $82.7 million ($61.5 million) to the Dayhu JV to fund the construction at a rate referenced to an applicable Canadian bank prime rate plus 0.6%, and repayment on the earlier of thirty months from the date of initial advancement and September 1, 2023, or upon the trigger of certain liquidity events as defined in the agreement. The loan is secured by the underlying land and future assets of the joint venture. At December 31, 2021, the outstanding related party loan balance was $18.0 million to the joint venture. |
Accounts Payable and Other Liab
Accounts Payable and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Other Liabilities | 10. Accounts payable and other liabilities Accounts payable and other liabilities consisted of the following: December 31, 2020 2021 Accounts payable and accrued liabilities $ 7,320 $ 14,924 Liability for in-licensing agreement 5,000 4,933 Operating lease liability 675 3,652 Liability classified options 4,270 - Payroll liabilities 1,988 4,035 Current portion of deferred grant funding 942 4,473 Total accounts payable and other liabilities $ 20,195 $ 32,017 |
Other Long Term Liabilities
Other Long Term Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Other long term liabilities | 11. Other long term liabilities OrbiMed Debt Facility In March 2020, the Company entered into a senior secured credit agreement (the “Credit Agreement”) with OrbiMed Royalty & Credit Opportunities III, LP (“OrbiMed”), which provided for term debt in an aggregate amount of $30.0 million, which matures on March 23, 2025 (a 5 year term). As of June 30, 2020, the Company had $15.0 million of borrowings outstanding under the Credit Agreement. Borrowings under the Credit Agreement bear interest at a rate per annum equal to an applicable margin of 6.00% plus the higher of (a) the London Inter-bank Offered Rate (LIBOR) for the applicable interest period and (b) 1.75%. In July 2020, the outstanding loan was repaid in full, the Credit Agreement retired, and all associated security with the Credit Agreement was released. The Company incurred approximately $3.7 million in combined cancellation fees and legal fees on early retirement of the Credit Agreement which has been classified in interest and other (income) expense on the consolidated statements of income (loss) and comprehensive income (loss). The Company was in compliance with all covenants under the Credit Agreement up to the date of retirement. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shareholders' Equity | 12. Shareholders’ Equity Common Shares As of December 31, 2020 and 2021, the Company’s articles of the corporation, as amended and restated, authorized the Company to issue unlimited voting common shares, each with no par value per share. The voting, dividend, and liquidation rights of the holders of the Company’s common shares are subject to and qualified by the rights, powers and preferences of the holders of the Series A preferred shares set forth below. As of each balance sheet date, common shares consisted of the following: December 31, 2020 December 31, 2021 Shares authorized Shares issued and outstanding Shares authorized Shares issued and outstanding Common shares Unlimited 269,497,768 Unlimited 283,257,104 Each voting common share entitles the holder to one vote on all matters submitted to a vote of the Company’s shareholders. Common shareholders are entitled to receive dividends, if any, as may be declared by the board of directors, subject to the preferential dividend rights of the preferred shares. Through December 31, 2021, no cash dividends had been declared or paid by the Company. Series A1 Preferred shares On August 3, 2018, the Company entered into an investment agreement with DCVC Bio, L.P. for gross proceeds of CAD $10.0 million ($7.7 million) in exchange for 2,105,264 shares. Total proceeds received net of financing costs were $7.6 million. The Series A1 preferred shares are voting and are convertible, at any time and from time to time at the option of its holder, into fully paid and non-assessable common shares at a 1:10 Conversion of preferred shares to common shares is mandatory in the event of a Qualified Initial Public Offering with proceeds of at least $70.0 million. The holders of the Series A1 preferred shares are entitled to vote, together with the holders of common shares, as a single class, on all matters submitted to the shareholders for a vote and are entitled to the number of votes equal to the number of common shares into which the Series A1 preferred shares could convert on the record date for determination of shareholders entitled to vote. The holders of the Series A1 preferred shares are entitled to receive noncumulative dividends, as and if declared by the board of directors (the “Preferred Dividend”). The Company may not pay any dividends on common shares of the Company unless the holders of Preferred Shares then outstanding first receive, or simultaneously receive, the Preferred Dividend on each outstanding Series A1 preferred share and a dividend on each outstanding Series A1 preferred share in an amount at least equal to the product of the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common shares. To the date of conversion , no cash dividends had been declared or paid by the Company. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, the holders of Series A1 Preferred Shares then outstanding are entitled to a 1x non-participating liquidation preference. Due to the various rights and privileges within the existing Series A1 Preferred and Common shareholder agreements, the Company concluded triggering a deemed liquidation event is within the control of the Company, and therefore the Series A1 Preferred Shares are classified as permanent equity. Series A2 preferred shares On March 23, 2020, the Company entered into an investment agreement with certain shareholders for gross proceeds of $75.0 million in exchange for 6,017,784 shares. Total proceeds received net of financing costs were $74.7 million. The Series A2 preferred shares are voting and are convertible, at any time and from time to time at the option of its holder, into fully paid and non-assessable common shares at a 1:10 Conversion of preferred shares to common shares is mandatory in the event of a Qualified Initial Public Offering with proceeds of at least $70.0 million. The holders of the Series A2 preferred shares are entitled to vote, together with the holders of common shares, as a single class, on all matters submitted to the shareholders for a vote and are entitled to the number of votes equal to the number of common shares into which the Series A2 preferred shares could convert on the record date for determination of shareholders entitled to vote. The holders of the Series A2 preferred shares are entitled to receive noncumulative dividends, as and if declared by the board of directors (the “Preferred Dividend”). The Company may not pay any dividends on common shares of the Company unless the holders of Preferred Shares then outstanding first receive, or simultaneously receive, the Preferred Dividend on each outstanding Series A2 preferred share and a dividend on each outstanding Series A2 preferred share in an amount at least equal to the product of the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common shares. To the date of conversion, no cash dividends had been declared or paid by the Company. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, the holders of Series A2 Preferred Shares then outstanding are entitled to a 1x non-participating liquidation preference. In addition, holders of the Series A2 Preferred Shares are eligible to demand redemption of their shares in the event of certain deemed liquidation events, as defined the agreement. Due to the various rights and privileges within the existing Series A2 Preferred and Common shareholder agreements, the Company concluded triggering a deemed liquidation event is within the control of the Company, and therefore the Series A2 Preferred Shares are classified as permanent equity. Immediately prior to the completion of our IPO, all Series A1 and A2 Preferred shares converted to an equal number of common shares. Stock-based compensation Sixth Amended and Restated Stock Option Plan: We maintain the AbCellera Biologics Inc. Sixth Amended and Restated Stock Option Plan, our Pre-IPO Plan, which was most recently approved by our board of directors on November 18, 2020. The Pre-IPO Plan allows for the grant of options (and for U.S. participants, either incentive stock options and/or nonstatutory stock options) to employees, directors, and consultants, subject in each case to compliance with applicable tax laws. Our 2020 Plan became effective on the date immediately prior to the date on which our initial S-1 registration statement was declared effective by the SEC on December 10, 2020. As a result, we do not expect to grant any additional awards under the Pre-IPO Plan following that date. Any awards granted under the Pre-IPO Plan will remain subject to the terms of our Pre-IPO Plan and applicable award agreements. Options were granted under the Company’s Pre-IPO Plan in Canadian dollars and were converted to U.S dollars for administrative convenience in 2021. In March 2021, substantially all employee option holders whose awards were liability-classified elected to convert the currency of their option exercise price from Canadian dollars to U.S. dollars for administrative convenience. As a result of the modification, $ 5.7 million was reclassified from liability to equity. 2020 Share Option and Incentive Plan: Our 2020 Share option and Incentive Plan, or 2020 Plan, was approved by our board of directors on November 18, 2020 and approved by our shareholders on December 1, 2020, and became effective on the date immediately prior to the date on which our initial S-1 registration statement was declared effective by the SEC on December 10, 2020. The 2020 Plan replaced our Pre-IPO Plan, as our board of directors will not make additional awards under the Pre-IPO Plan following our IPO. The shares we issue under the 2020 Plan will be authorized but unissued shares or shares that we reacquire. The common shares underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of shares, expire or are otherwise terminated (other than by exercise) under the 2020 Plan and the Pre-IPO Plan will be added back to the common shares available for issuance under the 2020 Plan. The maximum aggregate number of common shares that may be issued as incentive share options may not exceed the Initial Limit cumulatively increased on January 1, 2022, and on each January 1 thereafter by the lesser of (i) the Annual Increase for such year or (ii) 21,280,000 common shares. As of December 31, 2021, the number of shares available for issuance under the 2020 Plan was 15,154,407, which includes awards granted and outstanding under the Pre-IPO Plan that are forfeited after December 10, 2020. Restricted Share Units During the year ended December 31, 2021, the Company granted Restricted Share Units (RSUs) to certain employees that vest over a period of four years, in the amount of one-quarter each year on the anniversary of the grant date. RSUs are equity-settled on each vesting date, subject to the grantee’s continued employment with the Company on the vesting date. The fair value of RSUs granted was calculated by using the Company’s closing stock price on the grant date. The following table summarizes the Company’s stock options granted under the Pre-IPO Plan: Number of Shares Weighted- Average Exercise Price 1 Weighted- Average Contractual Term (years) Outstanding as of December 31, 2020 53,204,810 $ 0.71 7.67 Granted - - Exercised (13,759,336 ) 0.29 Forfeited (239,167 ) 0.54 Outstanding as of December 31, 2021 39,206,307 $ 0.86 7.02 Options exercisable as of December 31, 2021 19,063,249 $ 0.54 6.04 1 Pre-IPO plan options historically granted in CAD. In 2021, all Pre-IPO employee option holders converted the currency of their option exercise price from Canadian dollars to U.S. dollars for administrative convenience. The following table summarizes the Company’s stock options granted under the 2020 Plan: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Outstanding as of December 31, 2020 1,260,840 $ 20.00 9.95 Granted 4,063,703 18.98 Exercised - - Forfeited (40,196 ) 23.12 Outstanding as of December 31, 2021 5,284,347 $ 19.19 9.56 Options exercisable as of December 31, 2021 302,510 $ 20.00 8.94 The weighted average grant date fair value per share of options granted during 2019, 2020, and 2021 was $0.26, $3.95 and $12.31, respectively. The intrinsic value of options exercised during 2019, 2020, and 2021 was $nil, $6.8 million and $295.6 million, respectively. As of December 31, 2021, there was $100.3 million of unrecognized compensation cost related to unvested stock options granted under the Plans, which is expected to be recognized over a weighted average period of 1.84 years. The following table summarizes the Company’s RSUs granted under the 2020 Plan: Number of Shares Weighted- Average Grant Date Fair Value Outstanding as of December 31, 2020 - $ - Granted 1,093,517 23.65 Vested and settled - - Forfeited (13,104 ) 26.15 Outstanding as of December 31, 2021 1,080,413 $ 23.62 As of December 31, 2021, there was $22.0 million of unamortized RSU expense that will be recognized over a weighted average period of 3.65 years. Stock-based compensation expense was classified in the consolidated statements of income (loss) and comprehensive income (loss) as follows: Year ended December 31, 2019 2020 2021 Research and development expenses $ 606 $ 5,365 $ 15,663 Sales and marketing expenses 85 1,691 2,120 General and administrative expenses 199 1,341 12,863 $ 890 $ 8,397 $ 30,646 The fair value of each option award is determined on the date of grant using the Black-Scholes option pricing model. The weighted-average valuation assumptions for stock options granted in the period are as follows: Year ended December 31, 2019 2020 2021 Average risk-free interest rate 1 1.60 % 0.64 % 1.23 % Expected volatility 2 100 % 79 % 72 % Average expected term (years) 3 6.25 6.11 6.21 Expected dividend yield 4 0.00 % 0.00 % 0.00 % Weighted average fair value of options granted 5 $ 0.34 $ 5.60 $ 12.31 The weighted-average valuation assumptions for liability classified stock options outstanding at December 31, 2021 are as follows: Year ended December 31, 2019 2020 2021 Average risk-free interest rate 1 - 0.46 % - Expected volatility 2 - 75 % - Average expected term (years) 3 - 6.25 - Expected dividend yield 4 - 0.00 % - Weighted average fair value of options granted 5 - $ 37.44 - (1) This rate is from federal government marketable bonds for each option grant during the year, having a term that most closely resembles the expected life of the option. (2) Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar complexity and stage of development and calculates historical volatility using the volatility of these companies. (3) This is the period of time that the options granted are expected to remain unexercised. Options granted have a maximum term of ten years. The Company uses the simplified method to calculate the average expected term, which represents the average of the vesting period and the contractual term. (4) No dividends have been paid by the Company yet. (5) The Company granted stock options at exercise prices not less than the fair value of its common shares as determined by the Board, with input from management. Management estimated the fair value of its common shares based on a number of objective and subjective factors, including internal valuations, external market considerations affecting the biotechnology industry and the historic prices at which the Company sold common shares. At December 31, 2020, there were 1,012,000 liability classified options outstanding, of which $4.3 million was included in other liabilities. At December 31, 2021 there were no liability classified options outstanding. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 13. Revenue The disaggregated revenue categories are presented on the face of the statements of income (loss) and comprehensive income (loss). Deferred Revenue Deferred revenue represents payments received for performance obligations not yet satisfied and are presented as current or long-term in the accompanying balance sheets based on the expected timing of satisfaction of the underlying goods and/or services. Deferred revenue outstanding at each respective period is as follows: December 31, 2020 2021 Deferred revenue (26,321 ) (34,954 ) During the years ended December 31, 2019, 2020 and 2021, the Company recognized $2.1 million, $3.0 million and $4.7 million, respectively, In March of 2020, the Company entered into a research collaboration and license agreement with Eli Lilly pursuant to which the Company will perform discovery research for several targets for Eli Lilly to develop and commercialize. Under the agreement, the Company is entitled to receive an aggregate of up to $29.0 million of milestone payments as well as royalties in the low single digits based on net sales for non-COVID-19 targets and in the low- to mid-teens for aggregate sales below $125.0 million and mid-teens to mid-twenties on aggregate sales above $125.0 million. The agreement resulted in an initial upfront payment of $26.7 million, of which $21.9 million was included in deferred revenue at December 31, 2020. For the year ended December 31, 2021, the Company received an additional $1.7 million in payments, for total payments received in respect of this agreement of $28.4 million. The Company recognized $3.2 million of revenue in the year ended December 31, 2021. The Company expects to recognize approximately $4.9 million in revenue in the next 12 months related to these payments under the agreement. Of the remaining deferred revenue balance of $14.5 million, which is related to various other agreements, approximately $2.7 million is expected to be recognized in revenue in the next 12 months. License Revenue For the years ended December 31, 2020 and December 31, 2021, the Company recognized $nil and $20.8 million, respectively, from license revenue relating to license of the Trianni platform. |
Government Funding
Government Funding | 12 Months Ended |
Dec. 31, 2021 | |
Government Funding Disclosure [Abstract] | |
Government Funding | 14. Government Funding In 2020 the Company received a funding commitment from the Government of Canada under Innovation, Science and Economic Development’s (ISED) Strategic Innovation Fund (SIF) for a total of CAD $175.6 million ($125.6 million) which is intended to support research and development efforts related to the discovery of antibodies for use drugs to treat COVID-19, and to build technology and manufacturing infrastructure for antibody therapies against future pandemic threats. Since inception, the Company incurred $59.5 million in expenditures in respect of the SIF grant funding. $37.9 million relates to spending under phase 1 of the agreement and such amounts are not repayable, and $21.6 million was claimed in respect of phase 2 of the funding commitment. Repayment on phase 2 of the funding is conditional on achieving certain revenue thresholds over a specified period of time as prescribed in the agreement. The funding and its associated conditional repayment is not and will not be secured by any of the Company’s assets, and includes certain non-financial covenants and restrictive covenants on dividend payments or other shareholder distributions that would prevent the Company in satisfying its obligations under the arrangement. As of December 31, 2021, no amounts have been accrued related to the repayment terms as the conditions are estimated to be non-probable at December 31, 2021. For the year ended December 31, 2021, the Company incurred $47.1 million in expenditures in respect of the SIF grant funding. Of the total spend during the year, $13.8 million relates to research and development expenditures and is reflected in other income on the consolidated statements of income (loss) and comprehensive income (loss). The remaining $33.3 million is attributable to capital asset expenditures and is amortized into other income over the average asset life of five years. Unamortized amounts are included in other liabilities and other long-term liabilities on the consolidated balance sheets. The balance of SIF grant funding included in the balance of accounts and accrued receivable is $12.9 million and $14.8 million at December 31, 2020 and 2021, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income taxes a. For financial reporting purposes, income before income taxes includes the following components: December 31, 2019 2020 2021 Canadian $ (2,015 ) $ 163,077 $ 211,471 Foreign (196 ) (5,244 ) 7,678 Total $ (2,211 ) $ 157,833 $ 219,149 The expense (benefit) for income taxes consists of: December 31, 2019 2020 2021 Current Canadian $ - $ 36,931 $ 60,498 Foreign - (114 ) 7,248 - 36,817 67,746 Deferred and other: Canadian - 2,461 (1,342 ) Foreign - (363 ) (719 ) - 2,098 (2,061 ) Income tax expense $ - $ 38,915 $ 65,685 December 31, 2019 2020 2021 Current tax expense $ - $ 36,817 $ 67,746 Deferred tax expense (benefit) - 2,098 (2,061 ) Total tax expense $ - $ 38,915 $ 65,685 b. The consolidated effective income tax rate differs from the expected Canadian statutory tax rate of 27% (2019, 2020, 2021: 27%). Reconciliation between the expected tax rate on income from operations and the statutory tax rate was as follows: December 31, 2019 2020 2021 Net earnings (loss) before income taxes $ (2,211 ) $ 157,833 $ 219,149 Combined statutory tax rate 27 % 27 % 27 % Expected income tax expense (recovery) at statutory rates (597 ) 42,615 59,170 Stock-based compensation 254 1,934 7,007 Change in valuation allowance 854 (680 ) 5,007 Change for under accrual 49 36 1 Change due to SR&ED (510 ) (1,698 ) (4,809 ) Foreign exchange (9 ) (4,048 ) 47 Other (41 ) 756 (738 ) Income tax expense $ - $ 38,915 $ 65,685 c. Deferred income tax assets (“DTAs”) and liabilities (“DTLs”) result from the temporary differences between assets and liabilities recognized for financial statement and income tax purposes. The significant components of the Company’s deferred income tax assets and liabilities were as follows: December 31, 2020 2021 Deferred tax assets: Long-term debt $ 2,590 $ 6,293 Financing fee 6,786 6,575 Operating lease liability 1,182 5,299 Deferred revenue - 4,768 Net operating losses carried forward 408 4,996 Research and development deductions and credits - - Other 949 3,019 11,915 30,950 Deferred tax liabilities: Property and equipment $ (707 ) $ (3,256 ) Land - (2,135 ) Intangibles (26,300 ) (36,866 ) Operating lease right-of-use assets (1,084 ) (4,732 ) Government funding receivable (3,279 ) (3,029 ) Other (41 ) (1,661 ) (31,411 ) (51,679 ) (19,496 ) (20,729 ) Less: valuation allowance (767 ) (9,233 ) Net deferred tax asset (liability) (20,263 ) (29,962 ) Deferred tax asset 11,148 21,717 Deferred tax liability (31,411 ) (51,679 ) Net deferred tax assets (liability) $ (20,263 ) $ (29,962 ) Amounts recognized in the Company's consolidated balance sheet as of December 31, 2020 and 2021 comprise of $5.9 and $7.4 million, respectively, included in other long-term assets and $26.2 and $37.4 million, respectively, as deferred tax liability. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing DTAs. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2021 in the United States. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, valuation allowances of $0.8 million and $9.2 million as of December 31, 2020 and 2021, respectively, have been recorded to recognize only the portion of the DTA that is more likely than not to be realized against DTL that reverses in carryforward period. The amount of the DTA considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is longer present and additional weight is given to subjective evidence such as our projections for growth. d. The Company does not have any Canadian non-capital loss carried forward and has utilized all investment tax credits from the prior taxation years in 2020. The Company had no unclaimed tax deductions for scientific research and experimental development. The Company had operating losses carried forward related to foreign operations of approximately $1.5 million, $1.5 million and $18.2 million as of December 31, 2019, 2020 and 2021 respectively. Certain tax attributes are subject to an annual limitation as a result of the acquisitions of Lineage and TetraGenetics which constitute a change of ownership as defined under IRC Section 382. Certain operating losses available for the foreign subsidiary deferred tax assets can be carried forward indefinitely while the rest expire ranging from 2034 to 2037. Expiry date Net Operating Loss 2034 $ 1,929 2035 1,449 2036 941 2037 1,231 Indefinite 7,284 Total amount $ 12,834 e. As of December 31, 2021, the Company has immaterial accumulated undistributed earnings generated by foreign subsidiaries. The Company has not provided a deferred liability for the income taxes associated with its foreign investments because it is the Company’s intention to indefinitely reinvest in its foreign investments. f. A reconciliation of total unrecognized tax benefits for the years ended December 31, 2019, 2020 and 2021 were as follows: 2019 2020 2021 January 1 balance $ 448 $ 387 $ 109 Gross increase - tax position in prior period - - - Gross increase - tax position in current period 387 109 - Gross decrease - tax position in current period (448 ) (387 ) (109 ) December 31 balance $ 387 $ 109 $ - Included in the balance of unrecognized tax benefits at December 31, 2019, 2020 and 2021 are potential benefits of $ nil Net operating losses arising in tax years ending after December 31, 2017 can be carried over to each taxable year following the tax year of loss indefinitely. Under the Coronavirus Aid, Relief, and Economic Security Act, losses incurred effective 2021 can only be used to offset 80% of taxable income. The Company is subject to taxation primarily in Canada and the United States. Further, while the statute of limitations in each jurisdiction where an income tax return has been filed generally limits the examination period, as a result of loss carry-forwards, the limitation period for examination generally does not expire until several years after the loss carry-forwards are utilized. Tax years ranging from 2017 to 2021 remain subject to Canadian income tax examinations. Tax years ranging from 2017 to 2021 remain subject to U.S. income tax examinations. Other than routine audits done by tax authorities for tax credits and tax refunds that the Company has claimed, management is not aware of any other material income tax examination currently in progress by any taxing jurisdiction. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Leases | 16. Leases The Company leases office and laboratory facilities in Vancouver, Canada and Sydney, Australia, and Cambridge, United Kingdom and Boston, USA. The majority of the Company's operating leases have a fixed term with a remaining life between one month and 20 years, with renewal options included in the contracts. The leases have varying contract terms, escalation clauses and renewal options. Generally, there are no restrictions placed upon the lessee by entering into these leases, other than restrictions on use of property, sub-letting and alterations. At the inception of a lease, the Company determines whether it is reasonably certain to exercise a renewal option and includes the options in the determination of the lease term and the lease liability where it is reasonably certain to exercise the option. If the Company's intention is to exercise an option subsequent to the commencement of the lease, the Company will re-assess the lease term. T he balance sheet classification of the Company's lease liabilities was as follows: December 31, 2020 December 31, 2021 Operating lease liabilities: Current portion $ 675 $ 3,652 Long-term portion 3,715 36,413 Total operating lease liabilities $ 4,390 $ 40,065 At December 31, 2021, the future minimum lease payments of the Company’s operating lease liabilities were as follows: Amount 2022 $ 4,623 2023 4,796 2024 5,070 2025 4,980 2026 4,694 Thereafter 22,133 As of December 31, 2021, the weighted-average remaining lease term is 9.3 years and the discount rate used to determine the operating lease liabilities was approximately 3.3%. The Company incurred total operating lease expenses, including fixed lease payments and non-lease components, of $0.6 million, $1.1 million and $4.1 million during the years ended December 31, 2019, 2020 and 2021, respectively. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Investments All Other Investments [Abstract] | |
Financial instruments | 17. Financial Instruments The Company categorizes its financial assets and liabilities measured at fair value into a three-level hierarchy established by U.S. GAAP that prioritizes those inputs to valuation techniques used to measure fair value based on the degree to which they are observable. The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices in active markets for identical assets and liabilities; Level 2 inputs, other than quoted prices included within Level 1, are observable for the asset or liability either directly or indirectly; and Level 3 inputs are not observable in the market. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, loans to related parties, accounts payable and accrued liabilities and royalties payable, and contingent consideration payable. The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities, royalties payable, and related party loans approximate their fair values. Contingent Consideration Contingent consideration related to business acquisitions is recorded at fair value on the acquisition date and adjusted on a recurring basis for changes in its fair value. Changes in the fair value of contingent consideration liabilities can result from changes in anticipated payments and changes in assumed discount periods and rates. These inputs are unobservable in the market and are therefore categorized as Level 3 inputs. Further information related to the Trianni and TetraGenetics contingent consideration is disclosed in Note 21. There were no changes to the valuation technique and inputs used in these fair value measurements since acquisition. The following table presents the changes in fair value of the liability for contingent consideration: December 31, 2021 (in thousands) Liability at beginning of the period Additions Increase (decrease) in fair value of liability for contingent consideration Repayment of contingent consideration Liability at end of the year Trianni $ 22,559 $ - $ 2,925 $ (2,550 ) $ 22,934 TetraGenetics $ - $ 35,100 $ 786 $ - $ 35,886 Contingent consideration balance as of December 31, 2020 was $22.6 million with immaterial fair value changes for the year ended December 31, 2020. Marketable Securities In the third quarter of 2021, the Company purchased high credit quality marketable securities as part of the Company’s cash management strategy, as these securities are viewed as being available to support the Company’s current operations. Level 2 marketable securities in the fair value hierarchy were based on quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value. There were no transfers between Level 1, Level 2 and Level 3 during the period. The following table presents information about the Company’s marketable securities that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values: Fair Value Measurements at December 31, 2021: Level 1 Level 2 Level 3 Total Marketable securities U.S. government agencies $ 10,100 $ - $ - $ 10,100 Certificate of deposit - 8,699 - 8,699 Commercial paper - 6,726 - 6,726 Corporate bonds - 172,046 - 172,046 Non-U.S. government agencies - 25,480 - 25,480 Asset backed securities - 23,784 - 23,784 $ 10,100 $ 236,735 $ - $ 246,835 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 18. Commitments and contingencies From time to time, the Company may become involved in routine litigation arising in the ordinary course of business. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company does not have contingency reserves established for any litigation liabilities and any the costs related to such legal proceedings are expensed as incurred. The Company may enter into certain agreements with strategic partners in the ordinary course of operations that may include contractual milestone payments related to the achievement of pre-specified research, development, regulatory and commercialization events and indemnification provisions, which are common in such agreements. Pursuant to the agreements, the Company may be obligated to make research and development and regulatory milestone payments upon the occurrence of certain events and upon receipt of royalty payments in the low single-digits to mid-twenties based on certain net sales targets. During 2020, the Company expensed approximately $27.1 million related to such obligations, of which $27.1 million is included in current liabilities. For the year ended December 31, 2021, the Company expensed $ 45.5 million related to such obligations, of which $ 22.5 million is included in current liabilities. There were no such payments prior to 2020. Excluding the lease arrangements as accounted for in Note 16 – Leases, the Company has the following additional commitments in respect of several leased facilities where the lease commencement dates are subsequent to December 31, 2021: Amount 2022 $ 314 2023 5,362 2024 5,072 2025 12,268 2026 12,270 Thereafter 222,425 |
Financial Risk Management
Financial Risk Management | 12 Months Ended |
Dec. 31, 2021 | |
Financial Risk Management [Abstract] | |
Financial Risk Management | 19. Financial Risk Management Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts and accrued receivable. Cash and cash equivalents and restricted cash are invested with the primary objective being the preservation of capital and maintenance of liquidity. The guidelines on the quality of financial instruments that the Company believes minimizes the exposure to concentration of credit risk. The Company limits its exposure to credit loss by placing its cash and cash equivalents with multiple high credit quality financial institutions. The Company’s exposure to credit risk for accounts and accrued receivables is indicated by the carrying value of its accounts receivable and accrued receivables. We review our trade receivables, accrued revenue, and accrued royalties and reserve for amounts if collectability is no longer reasonably assured based on an assessment of various factors including historical loss rates and expectations of forward-looking loss estimates. Any adjustments made to our historical loss experience reflect current differences in asset-specific risk characteristics and current economic conditions. At December 31, 2020 and 2021, accounts and accrued royalty receivable amounts were due from seven and thirteen customers, respectively. For the year ended December 31, 2020, we recognized milestone and royalty revenue totaling $213.3 million, exclusively from our partnership with Lilly, of which $198.3 million was receivable at December 31, 2020. For the year ended December 31, 2021 we recognized milestone payments of $7.0 million and royalty revenue totaling $327.3 million, exclusively from our partnership with Lilly, of which $138.4 million was a receivable at December 31, 2021. Interest Rate Risk The Company’s interest rate risk is primarily attributable to its cash and cash equivalents, restricted cash, marketable securities, long term contingent consideration payable and long term operating lease liability. As of December 31, 2021, the Company had cash and cash equivalents of $476.1 million, restricted cash of $25.0 million, and marketable securities of $246.8 million, a majority of which was maintained in high credit quality and liquid held for trading marketable securities, bank accounts and term deposits. The Company does not enter into investments for trading or speculative purposes and has not used any derivative financial instruments to manage interest rate exposure. The Company is further exposed to the risk that the fair value of the contingent consideration payable and operating lease liability will vary as a result of changes in market interest rates. In order to manage funding needs or capital structure goals, the Company may enter into arrangements that are subject to either fixed market interest rates set at the time of issue or floating rates determined by ongoing market conditions. Debt subject to variable interest rates exposes the Company to variability in interest expense, while debt subject to fixed interest rates exposes the Company to variability in the fair value of debt. To manage interest rate exposure, the Company accesses various sources of financing and manages borrowings in line with debt ratings, liquidity needs, maturity schedule, and currency and interest rate profiles. Foreign Currency Risk The Company holds cash primarily in U.S. and Canadian dollars. The Company had Canadian denominated cash and cash equivalents of CAD $0.9 million and CAD $8.2 million at December 31, 2020 and 2021, respectively. The Company incurs certain operating expenses and accounts payable in currencies other than the U.S. dollar, primarily in Canadian dollars, and accordingly is subject to foreign exchange risk due to fluctuations in exchange rates. The Company does not use derivative instruments to hedge exposure to foreign exchange risk. The operating results and financial position of the Company are reported in U.S. dollars in the Company’s consolidated financial statements. The fluctuation of the U.S. dollar relative to the Canadian dollar will have an impact on the reported balances for net assets, net earnings (loss) and shareholders’ equity in the Company’s consolidated financial statements. Counterparty Risk For the year ended December 31, 2020, three of our partners accounted for 35%, 25% and 14% of our research fees revenue. Our partnership with Lilly constituted one of the partnerships that generated 10% or more of our consolidated revenues. For the year ended December 31, 2021, four of our partners accounted for 29%, 17%, 11%, and 10% of our research fee revenue. Our partnership with Lilly constituted one of the partnerships that generated 10% or more of our consolidated revenues. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 20. Related party transactions Other than the related party loan between the Company and the Dayhu JV disclosed in Note 9, the Company had the following transactions with related parties: a) Chief Executive Officer (“CEO”) of the Company was the recipient of a personal loan of CAD $2.0 million ($1.5 million) from the, Company during the year ended December 31, 2019 for the purposes of financing the purchase of a residential property. The loan is interest bearing at an annual interest rate of 3.54%. The loan was repaid in full in 2020. b) The General Counsel of the Company was the recipient of a loan of $0.2 million during the year ended December 31, 2019. The loan is interest bearing at an annual interest rate of 3.95% and has a term to maturity of 3.33 years. The loan was repaid in full in 2020. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination And Asset Acquisition [Abstract] | |
Acquisitions | 21. Acquisitions OrthoMab In June 2020, the Company acquired rights to the OrthoMab bispecific platform from Dualogics, LLC for $4.0 million. The acquisition represents a group of similar assets sourced from the agreement. All the fair value associated with the agreement is concentrated in a group of similar assets and is not considered a business in accordance with ASC 805-10-55-5A. The Company does not reasonably expect the platform acquired will be used to receive economic benefit in an alternative manner, nor does the acquisition agreement provide for any future economic benefit to the Company from the rights retained by Dualogics, LLC. The Company therefore accounted for the right to the Dualogics, LLC platform acquired under the agreement as an acquisition of an asset and recognized $4.0 million as research and development expenses under ASC 730 Trianni On November 3, 2020, the Company completed a business combination with Trianni, Inc. (“Trianni”), a biotechnology company with a humanized rodent platform, in which we were the acquirer. To fund the merger, on October 30, 2020 AbCellera entered into convertible note agreement wherein AbCellera issued convertible notes in consideration of $90.0 million. Issuance costs associated with the convertible notes was immaterial. The convertible notes mature five years from the date of issuance and bear no interest for the first twelve months and bear five percent (5%) interest per annum thereafter. Interest is payable annually starting twenty-four months from the date of issuance until maturity. Upon a liquidity event, such as an IPO, if occurred within 6 months of the issue date, then immediately prior to the liquidity event, noteholders may convert the principal amount of the note into common shares of the company at 85% of the IPO issue price of common shares. The convertible notes are also convertible at the option of the holders on the interest commencement date, which is 12 months after the issuance date. The number of common shares to be issued will be equal to 800,000 common shares (for certain specified investors) plus the number of common shares determined by dividing (i) the aggregate of the outstanding principal of the convertible note by (ii) AbCellera’s pre-money valuation of as defined in the agreement divided by the aggregate number of our common shares outstanding at the time of conversion. W e determined that no value should be assigned to the embedded derivatives and that there was no beneficial conversion feature Immediately prior to the completion of our IPO, the convertible notes were converted into 6,093,524 common shares of the Company in accordance with the terms of the convertible note agreement. The convertible note was fully extinguished upon conversion and the carrying value of the convertible note was reclassified into common shares. The acquisition date fair value of the final purchase price consideration transferred consisted of the following: Estimated Purchase Price Consideration Estimated Fair Value Closing Payment $ 97,432 (i) Earn-out payment 21,782 (ii) $ 119,214 (i) (ii) T In accordance with the acquisition method of accounting, the purchase price of Trianni has been allocated to the acquired assets and assumed liabilities based on their estimated acquisition date fair values. The fair value estimates were based on income, estimates and other analyses. The excess of the total consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed has been recorded as goodwill, which is not deductible for income tax purposes. The goodwill balance represents the combined company’s expectations of the strategic opportunities available to it as a result of the merger, as well as other synergies that will be derived from the merger. Goodwill also reflects the requirement to record deferred tax balances for the difference between the assigned values and the tax bases of assets acquired and liabilities assumed in the business combination. Total transaction costs expensed in the statement of income (loss) and comprehensive income (loss) was immaterial. During the period ended December 31, 2021, the Company has recorded immaterial adjustments to the preliminary allocation of the purchase price for the finalization of working capital adjustments, income taxes, and the resulting impact to goodwill. The following table summarizes the final purchase price allocation for the Trianni transaction: Fair value of assets and liabilities acquired Purchase Price Allocation Cash and cash equivalents $ 8,282 Other current assets 2,794 Total current assets 11,076 Other assets 221 Intangibles 103,582 (i) Goodwill 30,944 (ii) Total assets 145,823 Current liabilities 92 Deferred income tax liability 26,517 (ii) Total liabilities 26,609 Estimated fair value of net identifiable assets acquired and liabilities assumed $ 119,214 (i) Estimated fair value (a) Estimated useful lives in years (b) License $ 21,782 3 Technology 41,400 20 IPR&D 40,400 (c) $ 103,582 (a) (b) (c) (ii) Net earnings (loss) for the period Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents consolidated results assuming the acquisition of Trianni occurred January 1, 2019. Years Ended December 31, 2019 2020 Sales $ 15,770 $ 239,410 Net income (loss) (10,878 ) 115,088 TetraGenetics On September 10, 2021, the Company completed a business combination with TetraGenetics, Inc. (“TetraGenetics”), a biotechnology company with a proprietary platform for generating recombinant human ion channels and other transmembrane proteins. The Company acquired 100% of the issued and outstanding shares of TetraGenetics in exchange for: upfront cash consideration of $12.5 million adjusted for certain closing amounts; potential milestone payments up to $37.5 million based on the achievement of technical milestones, and additional development and commercial milestone payments related to successfully developed therapeutics. The Company deposited an additional $12.5 million in escrow included as part of other long-term assets subject to release to the former shareholders of TetraGenetics upon the achievement of certain technical milestones. The estimated fair value of the potential milestone payouts have been included in the preliminary purchase price consideration. The acquisition date fair value of the preliminary purchase price consideration consisted of the following: Estimated Fair Value Closing consideration $ 12,926 (i) Contingent consideration 35,100 (ii) $ 48,026 i) Pursuant to the merger agreement, the initial cash consideration adjusted for certain preliminary closing adjustments. ii) Represents the estimated fair value of the contingent consideration related to potentially successful milestone events. The estimated fair value was categorized within Level 3 of the fair value hierarchy and determined by estimating the expected future cash flows associated with the potential milestone events. The significant assumptions inherent in estimating the fair value include the amount and timing of projected future cash flows, risk adjusted for various factors including probability of success and discounted at an 8.0% discount rate to estimate the present value of the risk adjusted future cash flows. In accordance with the acquisition method of accounting, the purchase price of TetraGenetics has been allocated to the acquired assets and assumed liabilities based on their estimated acquisition date fair values. The fair value estimates were based on income, estimates and other analyses. The excess of the total consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed has been recorded as goodwill, which is not deductible for income tax purposes. The goodwill balance represents the assembled workforce acquired, the combined company’s expectations of the strategic opportunities available as a result of the merger, and other synergies that will be derived from the merger. As of December 31, 2021, the Company had not yet fully completed the analysis to assign fair values to all assets acquired and liabilities assumed, and therefore the purchase price allocation is preliminary. The remaining items include the finalization of working capital adjustments, income taxes, and resulting impacts to goodwill. The preliminary purchase price allocation will be subject to further refinement as the Company continues to refine its estimates and assumptions based on information available at the acquisition date. These refinements may result in material changes to the estimated fair value of assets acquired and liabilities assumed. The purchase price allocation adjustments can be made throughout the end of the Company’s measurement period, which is not to exceed one year from the acquisition date. Total transaction costs expensed in the statement of income (loss) and comprehensive income (loss) were immaterial. During the three-months ended December 31, 2021, the Company has refined immaterial adjustments to the preliminary allocation of the purchase price for finalization of intangible assets, working capital adjustments, income taxes, and the resulting impact to goodwill. The following table summarizes the preliminary purchase price allocation for the TetraGenetics transaction as of September 10, 2021: Fair value of assets and liabilities acquired Purchase Price Allocation Other assets, including cash of $955 2,632 Intangibles 43,300 (i) Goodwill 16,906 (ii) Total assets 62,838 Other liabilities 2,984 Deferred tax liability 11,830 Total liabilities 14,814 Estimated fair value of net identifiable assets acquired and liabilities assumed $ 48,024 (i) The estimated fair value and useful lives of the intangible assets acquired is as follows: Estimated fair value (a) Estimated useful lives in years (b) Technology $ 11,300 20 IPR&D 32,000 (c) $ 43,300 (a) The estimated fair values were categorized within Level 3 of the fair value hierarchy and were determined using an income-based approach, which was based on the present value of the future estimated after-tax cash flows attributable to each intangible asset. The significant assumptions inherent in estimating the fair values, from the perspective of a market participant, include the amount and timing of projected future after-tax cash flows including revenue, operating costs, milestone and regulatory success, obsolescence, and profitability. The discount rate selected to present value the future after-tax cash flows attributable to the Technology is a 20.1% fully risked discount rate. A de-risked discount rate of 8.0% was used to present value the probability of success risk adjusted after-tax cash flows attributable to the IPR&D. (b) The estimate of the useful life was based on an analysis of the expected use of the asset by the Company, any legal, regulatory or contractual provisions that may limit the useful life, the effects of obsolescence, competition and other relevant economic factors, and consideration of the expected cash flows used to measure the fair value of the intangible asset. (c) IPR&D assets are indefinite life intangible assets at the time of acquisition and will be amortized upon completion of IPR&D activities. (ii) Goodwill represents the excess of the estimated purchase price over the estimated fair value of TetraGenetics’ identifiable assets acquired and liabilities assumed. The Company has not provided post acquisition and pro forma information relating to the pre-acquisition period as it is not material. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and variable interest entities (“VIE”) when the Company possesses both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. Intercompany accounts and transactions have been eliminated. In 2021, the Company entered into a participation agreement with a segregated accounts company for purposes of Director and Officer’s insurance. The Company contributed $25.0 million to the segregated account, representing the Company’s maximum loss exposure under the participation agreement, for security for a letter of credit issued to a third-party insurer. As the funds cannot be transferred to other parts of the Company, the funds are presented as Restricted Cash. |
Use of Estimates | Use of estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas of significant estimates include, but are not limited to, revenue recognition including estimated timing of completion of performance obligations and determining whether an option for additional goods or services represents a material right, the fair value of acquired intangible assets, and contingent consideration payable , and the estimates of stock-based compensation awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could significantly differ from those estimates. |
COVID-19 Pandemic | COVID-19 Pandemic With the global spread of the ongoing COVID-19 pandemic, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its employees and its business. The Company has taken measures to secure its research and development activities, while work in its laboratories and facilities has been re-organized to reduce risk of COVID-19 transmission. Given the global economic impact, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic, the Company’s business, financial condition, and results of operations could be materially adversely affected. The Company continues to closely monitor the COVID-19 pandemic as it evolves its business continuity plans and response strategy. As of the date of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. Actual results could differ from these estimates, and any such differences may be material to the Company’s financial statements. |
Revenue Recognition | Revenue recognition The Company accounts for revenue from contracts with customers, which includes the identification and assessment of the goods and/or services promised within a contract to evaluate which promises are distinct from each other. The terms of our arrangements generally include the payment of one or more of the following: (i) non-refundable, up-front fixed fees, (ii) fixed fees for ‘discovery’ research support, (iii) fixed technology assignment fees, (iv) fixed payments based on the achievement of specified development and/or commercial milestones, (v) royalties on net sales by the customer of licensed products, and in some cases, (vi) early termination penalties, and (vii) reimbursements for costs incurred to fulfill the contract with the customer at cost or at cost plus an agreed upon mark-up. Promises that are not distinct at contract inception are combined into a single performance obligation. An option to acquire additional goods and/or services is evaluated on both quantitative and qualitative aspects to determine if such an option provides a material right to the customer that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer and is accounted for as a separate contract upon the customer’s election. The transaction price generally includes fixed fees due at contract inception as well as fixed fees payable at the beginning and end of different phases of the discovery research support services performed. Where a fixed fee due at contract inception is an option to obtain additional goods or services and is considered to be a material right, we allocate the transaction price to the optional goods or services we expect to provide to the corresponding consideration we expect to receive. The Company utilizes either the expected value method or the most likely amount method to estimate the amount of variable consideration to include in the transaction price, as most appropriate in the circumstances. With respect to development and commercial milestone payments, at the inception of the arrangement, the Company evaluates whether the associated event is considered probable of achievement and estimate the amount to be included in the transaction price using the most likely amount method. In determining the transaction price the Company constrains the transaction price for variable consideration to limit its inclusion so that it only includes the amount that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company allocates the transaction price to each performance obligation identified in the contract based on relative observable standalone selling prices. Revenue is recognized based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good and/or service to the customer. The Company generally uses output methods to measure the progress toward satisfaction of performance obligations that are satisfied over time. Due to different types of end customers and nature of work involved, revenue contracts require formal inspection and approval of experiments and research plans at each stage of work, therefore, the output method is the most faithful depiction of the Company’s performance. Royalty revenue is recognized in the period in which the obligation is satisfied and the corresponding sales by our corporate partners occur. For the licenses to our intellectual property the Company recognizes revenue from non-refundable, up-front fees when the license is transferred to the customer and the customer is able to use and benefit from the license. |
Collaborative Arrangements | Collaborative Arrangements We may enter into collaborative and other similar arrangements with respect to the development and commercialization of potential drug candidates. Collaborative arrangements are contractual agreements with third parties that involve a joint operating activity, typically a research and/or commercialization effort, where both we and our partner are active participants in the activity and are exposed to the significant risks and rewards of the activity. Our rights and obligations under our collaborative arrangements vary and typically involve the partners to jointly perform research and development activities and/or participate together in commercializing, marketing, promoting, manufacturing and/or distributing a drug product. These arrangements typically include milestone as well as royalty or profit-share payments, contingent upon the occurrence of certain future events linked to the success of the asset in development, as well as expense reimbursements from or payments to the collaboration partner The Company considers the nature and contractual terms of arrangements and assesses whether an arrangement involves a joint operating activity pursuant to which the Company is an active participant and is exposed to significant risks and rewards dependent on the commercial success of the activity as described under ASC 808, Collaborative Arrangements ( The Company applied ASC 606 to all arrangements to date. |
Segmented and Enterprise Wide Information | Segmented and Enterprise-wide information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s focus is on the discovery and development of antibodies. The Company’s revenues from external customers in which the services originated were in Canada in 2019 and 2020. In 2021, $353.4 million and $21.8 million of revenues originated from services in Canada and the U.S., respectively. Of the Company’s long-term assets at December 31, 2020, $133.7 million was in the U.S. and $58.5 million was in Canada. Of the Company’s long-term assets at December 31, 2021, $200.3 million was in the US, $159.5 million in Canada, and $28.9 million in other foreign countries. |
Government Grants and Credits | Government grants and credits Government grants are recognized when there is reasonable assurance that the grant will be received, and all associated conditions will be complied with. Reimbursements of eligible expenditures pursuant to government assistance programs are recorded when the related costs have been incurred and there is reasonable assurance regarding collection of the claim. The Company recognizes the benefits of refundable government investment tax credits for scientific research and development expenditures in the year the qualifying expenditure is made providing there is reasonable assurance of recoverability. The Company records the investment tax credits based on its estimates of amounts expected to be recovered. Government grants and credits received for expenditures on eligible research, development and capital expenditures are recognized ratably over the benefit period of the related expenditure for which the grants are intended to compensate in other income. Grant claims not settled by the balance sheet date are recorded as receivables provided their receipt is probable. The determination of the amount of the claim and the corresponding receivable amount requires management judgement and interpretation of eligible expenditures in accordance with the terms of the programs. The reimbursement claims submitted by the Company are subject to review by the relevant government agencies. The Company has used its best judgement and understanding of the related program agreements in determining the receivable amount. |
Functional Currency | Functional currency The reporting currency of the Company and its subsidiaries is the U.S. dollar. The functional currency of the Company and its subsidiaries is the U.S. dollar, and for the Dayhu JV and Beedie JV, is the Canadian Dollar. Transactions in foreign currencies are translated to the functional currency at exchange rates at the date of the transactions. Period end balances of monetary assets and liabilities in foreign currencies are translated to the functional currency using the period end foreign currency rates. Foreign currency gains and losses are recognized in the consolidated statements of income (loss). The functional currency of the Dayhu JV and Beedie JV is Canadian dollars and are translated into US dollars using the period-end exchange rate for assets and liabilities and the average exchange rates during the period for revenues, expenses, gains and losses. Foreign exchange gains or losses arising from the translation of these joint ventures’ assets and liabilities are included in “Other comprehensive income”. |
Cash And Cash Equivalents And Restricted Cash | Cash and cash equivalents and restricted cash Cash and cash equivalents are defined as cash on hand and deposits held with banks with maturity dates of less than three months. Cash and cash equivalents that are restricted as to withdrawal or usage, in accordance with specific commercial arrangements, are presented as restricted cash on the consolidated balance sheet. At December 31, 2020 we had $593.7 million cash, $0.4 million cash equivalents, and $ nil |
Marketable Securities | Marketable Securities The Company’s marketable securities consist of U.S. government agency securities, certificates of deposit, commercial paper, non-U.S. government agency securities, and asset-backed securities. The Company has classified and accounted for these marketable securities as held-for-trading and they are reported at fair value with unrealized gains and losses reported as other (income) expense on the consolidated statement of income (loss) and comprehensive income (loss). |
Accounts Receivable | Accounts receivable The Company has trade receivables which are recorded at the invoiced amount and do not bear interest. The Company evaluates the collectability of accounts receivable on a regular basis based on economic assessment of market conditions and review of customer financial history. There was no allowance for doubtful accounts recorded as of December 31, 2020 and 2021. |
Property and Equipment | Property and equipment Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements to property and equipment are capitalized and repairs and maintenance costs are expensed as incurred. Excluding land and assets not yet placed into service, p roperty and equipment are amortized using the straight-line method over the estimated useful lives of the property and equipment as follows: Asset Rate Computer equipment 3 years Laboratory equipment 5 years Office furniture and equipment 5 years Leasehold improvements Shorter of lease term or estimated useful life Estimated useful lives are periodically assessed to determine if changes are appropriate. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are removed from the accounts and any resulting gains or losses are included in loss from operations in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. |
Intangible Assets | Intangible assets Costs incurred to acquire patents and to prosecute and maintain intellectual property rights are expensed as incurred to general and administrative expense due to the uncertainty surrounding the drug development process and the uncertainty of future benefits. Patents, and intellectual property acquired from third parties are capitalized and amortized over the remaining life of the patent, if related to approved products or if there are alternative future uses for the underlying technology. No patent or intellectual property costs have been capitalized to date. In process research and development (IPR&D) will be amortized on completion of IPR&D activities. Acquired IPR&D represent the fair value assigned to research and development assets that have not reached technological feasibility. IPR&D is classified as an indefinite-lived intangible asset and is not amortized. All research and development costs incurred subsequent to the acquisition of IPR&D are expensed as incurred. Definite lived intangible assets are amortized using the straight-line method over the estimated useful lives of the assets as follows: Asset Useful Life License 3-10 years Technology 20 years |
Impairment of Long-Lived Assets | Impairment of long-lived assets The Company assesses the recoverability of its long-lived assets, including property and equipment and intangible assets subject to amortization, for indicators of impairment on each reporting date. If events or changes in circumstances indicate impairment, the Company measures recoverability by a comparison of the asset’s carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. When quoted market prices are not available, the Company uses the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset as an estimate of fair value. No indicators of impairment were identified at the respective balance sheet dates. Indefinite-lived intangible assets are tested annually for impairment as of October 1, and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the carrying amount of the indefinite-lived intangible asset is less than its fair value. If the qualitative assessment indicates it is not more likely than not that the carrying amount is less than its fair value, a quantitative impairment test is not required. Where a quantitative impairment test is required, the procedure is to compare the indefinite-lived intangible asset’s fair value with its carrying amount. An impairment loss is recognized as the difference between the indefinite-lived intangible asset’s carrying amount and its fair value. Based on our qualitative assessment, the Company determined there were no potential indicators of impairment of our indefinite-lived intangible assets. |
Leases | Leases The Company determines if an arrangement is a lease at its inception. After determination of lease arrangement, the Company identifies whether the lease arrangement consists of any non-lease component. The company account for lease components (e.g., rental payments) separately from non-lease components (e.g., common area maintenance costs). Lease component is considered in operating leases, whereas non-lease component is accounted for separately in profit and loss. Such non-lease component is accounted for ratably over a straight-line basis over the duration of lease period. Operating leases are included in operating lease right-of-use assets, accrued liabilities, and long-term operating lease liabilities in our consolidated balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease liabilities and right-of-use assets are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments if an explicit rate is not available. Rent expense, included as part of general and administrative expense, for lease payments is recognized on a straight-line basis over the lease term. The operating lease right-of-use assets also includes any rent prepayments, lease incentives upon receipt, and straight-line rent expense impacts, which represent the differences between its operating lease liabilities and right-of-use assets. The initial recognition of the lease obligation and right-of-use asset excludes leases that have a remaining lease term of 12 months or less on the date of acquisition . For the years ended December 31, 2020 and December 31, 2021, all of our leases are classified as operating leases. |
Research and Development Costs | Research and development costs Research and development costs are expensed in the period incurred. These costs related to spending for partner projects in addition to internal platform development programs and include required materials, salaries and benefits including stock-based compensation, and service contracts. These costs exclude depreciation and amortization. |
Royalty Fees | Royalty fees Royalty fees consist of certain contractual royalty payments to our strategic partners upon receipt of royalty revenue based on our customers third-party net sales. Royalty fees are recorded when the third-party sale occurs. |
Income Taxes | Income taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, DTAs and DTLs are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company recognizes uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, they are measured as the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. |
Income Tax Credit ("ITC") Policy | Income tax credit (“ITC”) policy The Company earns income tax credits (ITCs) in jurisdictions in which it incurs eligible research and development expenditures. The Company uses the flow-through method to account for ITCs. Under this method, the ITCs subject to income tax accounting are recognized as a reduction to income tax expense in the year they are earned. |
Stock-based Compensation | Stock-based compensation The Company accounts for awards of stock options and shares to directors, employees, consultants, and non-employees using the fair value method. Under this method, stock-based compensation expense is measured at the fair value at the date of grant and is expensed over the award’s vesting period. The requisite service period generally equals the vesting period of the awards. Equity classified awards are measured using their grant date fair value. Liability classified awards are initially measured using their grant date fair value and are subsequently re-measured to fair value at each balance sheet date until exercised or cancelled, with changes in fair value recognized as compensation cost for the period. For equity classified awards, a corresponding increase in additional paid-in capital is recorded when stock-based compensation is recognized. When stock options are exercised, share capital is credited by the sum of the consideration received and the related portion of the stock-based compensation previously recorded in additional paid-in capital. The effects of forfeitures of options and share awards are accounted for as they occur. Awards with an exercise price which is not denominated in: (a) the currency of a market in which a substantial portion of the Company’s equity securities traded, (b) the currency in which the individual’s pay is denominated, or (c) the Company’s functional currency, are classified as liabilities. |
Business Combinations and Goodwill | Business combinations and goodwill Business combinations are accounted for using the acquisition method. The fair value of total purchase consideration is allocated to the fair values of identifiable tangible and intangible assets acquired and liabilities assumed, with the remaining amount being classified as goodwill. All assets, liabilities and contingent liabilities acquired or assumed in a business combination are recorded at their fair values at the date of acquisition. If the Company’s interest in the fair value of the acquiree’s net identifiable assets exceeds the cost of the acquisition, the excess is recognized in earnings or loss immediately. Transaction costs that are incurred in connection with a business combination, other than costs associated with the issuance of debt or equity securities, are expensed as incurred. Goodwill is evaluated for impairment on an annual basis as of October 1, or more frequently if an indicator of impairment is present. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit that includes the goodwill is less than its carrying value, then a quantitative impairment test would be prepared to compare this fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value. At October 1, 2021, the Company performed a qualitative assessment for its annual impairment test of goodwill after concluding that it was not more likely than not that the fair value of the reporting unit was less than its carrying value. Consequently, the quantitative impairment test was not required. The Company concluded that there were no impairment indicators related to goodwill during the remainder of 2021. |
Equity Method Investments | Equity method investments The Company accounts for its investments in equity-accounted joint ventures using the equity method. Under the equity method, the initial cost of the investment is adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions. The Company does not control the equity-accounted investments and as a result, the Company does not have the unilateral ability to determine whether cash generated by its equity-accounted investees is retained within the equity-investee or is distributed to the Company and other owners. In addition, equity-accounted investees do not control the timing of such distributions to the Company and other owners. The Company evaluates its investments in joint ventures for impairment when events or circumstances indicate that the carrying value of such investments may have experienced an other-than-temporary decline in value below carrying value. If the estimated fair value is less than the carrying value, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the Company’s consolidated statements of income (loss). |
Net Earnings (Loss) Per Share | Net earnings (loss) per share The Company follows the two-class method when computing net earnings (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net earnings (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net earnings (loss) per share attributable to common shareholders is computed by dividing the net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted net earnings (loss) attributable to common shareholders is computed by adjusting net income (loss) attributable to common shareholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net earnings (loss) per share attributable to common shareholders is computed by dividing the diluted net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding stock options and convertible preferred shares and notes are considered potential dilutive common shares. The Company’s convertible preferred shares, all of which converted prior to the completion of our IPO in 2020, |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property Equipment | Excluding land and assets not yet placed into service, p roperty and equipment are amortized using the straight-line method over the estimated useful lives of the property and equipment as follows: Asset Rate Computer equipment 3 years Laboratory equipment 5 years Office furniture and equipment 5 years Leasehold improvements Shorter of lease term or estimated useful life Property and equipment, net consisted of the following: December 31, 2020 2021 Computers $ 6,324 $ 7,843 Land - 33,044 Laboratory equipment 9,542 18,805 Leasehold improvements 3,708 23,962 Operating lease right-of-use assets 3,935 37,788 Property and equipment 23,509 121,442 Less accumulated depreciation (5,586 ) (9,826 ) Property and equipment, net $ 17,923 $ 111,616 |
Schedule of Definite Lived Intangible Assets | Definite lived intangible assets are amortized using the straight-line method over the estimated useful lives of the assets as follows: Asset Useful Life License 3-10 years Technology 20 years Intangible assets consisted of the following: December 31, 2020 Gross carrying amount Accumulated amortization Net book value License $ 35,873 $ 2,191 $ 33,682 Technology 41,400 329 41,071 IPR&D 40,400 - 40,400 $ 117,673 $ 2,520 $ 115,153 December 31, 2021 Gross carrying amount Accumulated amortization Net book value License $ 35,873 $ 9,994 $ 25,879 Technology 52,700 2,587 50,113 IPR&D 72,400 - 72,400 $ 160,973 $ 12,581 $ 148,392 |
Net Earnings (Loss) Per Share (
Net Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Earnings (Loss) Per Share Attributable to Common Shareholders | Basic and diluted net earnings (loss) per share attributable to common shareholders was calculated as follows: Year Ended December 31, 2019 2020 2021 Basic earnings (loss) per share Net earnings (loss) $ (2,211 ) $ 118,918 $ 153,464 Less: earnings allocated to Preferred Shareholders ( 1) - (33,817 ) - Net earnings (loss) attributable to common shareholders - basic $ (2,211 ) $ 85,101 $ 153,464 Weighted-average common shares outstanding - basic 151,327,560 159,195,023 275,763,745 Net earnings (loss) per share attributable to common shareholders - basic $ (0.01 ) $ 0.53 $ 0.56 Diluted earnings (loss) per share Net earnings (loss) attributable to common shareholders - diluted $ (2,211 ) $ 118,918 $ 153,464 Weighted-average common shares outstanding - basic 151,327,560 159,195,023 275,763,745 Convertible Preferred Shares - 63,260,090 - Stock options and RSUs - 40,674,652 42,530,491 Weighted-average common shares outstanding - diluted 151,327,560 263,129,765 318,294,236 Net earnings (loss) per share attributable to common shareholders - diluted $ (0.01 ) $ 0.45 $ 0.48 |
Schedule of Potential Common Shares Excluded from Computation of Diluted Net Earnings (Loss) Per Share Attributable to Common Shareholders | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net earnings (loss) per share attributable to common shareholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2019 2020 2021 Options to purchase common shares and RSUs 37,359,000 - 908,409 Convertible preferred shares 21,052,640 - - Total potential common shares excluded 58,411,640 - 908,409 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: December 31, 2020 2021 Taxes receivable $ 489 $ 14,282 Prepaid expenses and other 4,073 5,293 Materials and supplies 1,408 1,672 Total other current assets $ 5,970 $ 21,247 |
Schedule of Other Long-term Assets | Other long-term assets consisted of the following: December 31, 2020 2021 Investments - other $ 780 $ 6,764 Prepaid expenses 675 2,875 Security deposit 1,035 13,595 Deferred tax asset 5,898 7,408 Total other long-term assets $ 8,388 $ 30,642 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property Equipment | Excluding land and assets not yet placed into service, p roperty and equipment are amortized using the straight-line method over the estimated useful lives of the property and equipment as follows: Asset Rate Computer equipment 3 years Laboratory equipment 5 years Office furniture and equipment 5 years Leasehold improvements Shorter of lease term or estimated useful life Property and equipment, net consisted of the following: December 31, 2020 2021 Computers $ 6,324 $ 7,843 Land - 33,044 Laboratory equipment 9,542 18,805 Leasehold improvements 3,708 23,962 Operating lease right-of-use assets 3,935 37,788 Property and equipment 23,509 121,442 Less accumulated depreciation (5,586 ) (9,826 ) Property and equipment, net $ 17,923 $ 111,616 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Definite Lived Intangible Assets | Definite lived intangible assets are amortized using the straight-line method over the estimated useful lives of the assets as follows: Asset Useful Life License 3-10 years Technology 20 years Intangible assets consisted of the following: December 31, 2020 Gross carrying amount Accumulated amortization Net book value License $ 35,873 $ 2,191 $ 33,682 Technology 41,400 329 41,071 IPR&D 40,400 - 40,400 $ 117,673 $ 2,520 $ 115,153 December 31, 2021 Gross carrying amount Accumulated amortization Net book value License $ 35,873 $ 9,994 $ 25,879 Technology 52,700 2,587 50,113 IPR&D 72,400 - 72,400 $ 160,973 $ 12,581 $ 148,392 |
Schedule of Estimated Amortization Expense on Intangible Assets | At December 31, 2021, amortization expense on intangible assets is estimated to be as follows for each of the next five years: Amortization Expense 2022 $ 10,425 2023 10,425 2024 5,610 2025 4,041 2026 4,041 $ 34,542 |
Schedule of Goodwill | Goodwill consisted of the following: Net carry amount Balance at December 31, 2019 $ - Additions 31,500 Balance at December 31, 2020 1 $ 31,500 Additions 16,306 Balance at December 31, 2021 1 $ 47,806 |
Accounts Payable and Other Li_2
Accounts Payable and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Other Liabilities | Accounts payable and other liabilities consisted of the following: December 31, 2020 2021 Accounts payable and accrued liabilities $ 7,320 $ 14,924 Liability for in-licensing agreement 5,000 4,933 Operating lease liability 675 3,652 Liability classified options 4,270 - Payroll liabilities 1,988 4,035 Current portion of deferred grant funding 942 4,473 Total accounts payable and other liabilities $ 20,195 $ 32,017 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Common Shares | As of each balance sheet date, common shares consisted of the following: December 31, 2020 December 31, 2021 Shares authorized Shares issued and outstanding Shares authorized Shares issued and outstanding Common shares Unlimited 269,497,768 Unlimited 283,257,104 |
Summary of Restricted Share Units Activity | The following table summarizes the Company’s RSUs granted under the 2020 Plan: Number of Shares Weighted- Average Grant Date Fair Value Outstanding as of December 31, 2020 - $ - Granted 1,093,517 23.65 Vested and settled - - Forfeited (13,104 ) 26.15 Outstanding as of December 31, 2021 1,080,413 $ 23.62 |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense was classified in the consolidated statements of income (loss) and comprehensive income (loss) as follows: Year ended December 31, 2019 2020 2021 Research and development expenses $ 606 $ 5,365 $ 15,663 Sales and marketing expenses 85 1,691 2,120 General and administrative expenses 199 1,341 12,863 $ 890 $ 8,397 $ 30,646 |
Schedule of Valuation Assumptions | The fair value of each option award is determined on the date of grant using the Black-Scholes option pricing model. The weighted-average valuation assumptions for stock options granted in the period are as follows: Year ended December 31, 2019 2020 2021 Average risk-free interest rate 1 1.60 % 0.64 % 1.23 % Expected volatility 2 100 % 79 % 72 % Average expected term (years) 3 6.25 6.11 6.21 Expected dividend yield 4 0.00 % 0.00 % 0.00 % Weighted average fair value of options granted 5 $ 0.34 $ 5.60 $ 12.31 The weighted-average valuation assumptions for liability classified stock options outstanding at December 31, 2021 are as follows: Year ended December 31, 2019 2020 2021 Average risk-free interest rate 1 - 0.46 % - Expected volatility 2 - 75 % - Average expected term (years) 3 - 6.25 - Expected dividend yield 4 - 0.00 % - Weighted average fair value of options granted 5 - $ 37.44 - (1) This rate is from federal government marketable bonds for each option grant during the year, having a term that most closely resembles the expected life of the option. (2) Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar complexity and stage of development and calculates historical volatility using the volatility of these companies. (3) This is the period of time that the options granted are expected to remain unexercised. Options granted have a maximum term of ten years. The Company uses the simplified method to calculate the average expected term, which represents the average of the vesting period and the contractual term. (4) No dividends have been paid by the Company yet. (5) The Company granted stock options at exercise prices not less than the fair value of its common shares as determined by the Board, with input from management. Management estimated the fair value of its common shares based on a number of objective and subjective factors, including internal valuations, external market considerations affecting the biotechnology industry and the historic prices at which the Company sold common shares. |
Pre-IPO Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock options granted under the Pre-IPO Plan: Number of Shares Weighted- Average Exercise Price 1 Weighted- Average Contractual Term (years) Outstanding as of December 31, 2020 53,204,810 $ 0.71 7.67 Granted - - Exercised (13,759,336 ) 0.29 Forfeited (239,167 ) 0.54 Outstanding as of December 31, 2021 39,206,307 $ 0.86 7.02 Options exercisable as of December 31, 2021 19,063,249 $ 0.54 6.04 |
2020 Share Option and Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock options granted under the 2020 Plan: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Outstanding as of December 31, 2020 1,260,840 $ 20.00 9.95 Granted 4,063,703 18.98 Exercised - - Forfeited (40,196 ) 23.12 Outstanding as of December 31, 2021 5,284,347 $ 19.19 9.56 Options exercisable as of December 31, 2021 302,510 $ 20.00 8.94 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Deferred Revenue Outstanding | Deferred revenue outstanding at each respective period is as follows: December 31, 2020 2021 Deferred revenue (26,321 ) (34,954 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Before Income Taxes | a. For financial reporting purposes, income before income taxes includes the following components: December 31, 2019 2020 2021 Canadian $ (2,015 ) $ 163,077 $ 211,471 Foreign (196 ) (5,244 ) 7,678 Total $ (2,211 ) $ 157,833 $ 219,149 |
Schedule of Expense (Benefit) for Income Taxes | The expense (benefit) for income taxes consists of: December 31, 2019 2020 2021 Current Canadian $ - $ 36,931 $ 60,498 Foreign - (114 ) 7,248 - 36,817 67,746 Deferred and other: Canadian - 2,461 (1,342 ) Foreign - (363 ) (719 ) - 2,098 (2,061 ) Income tax expense $ - $ 38,915 $ 65,685 December 31, 2019 2020 2021 Current tax expense $ - $ 36,817 $ 67,746 Deferred tax expense (benefit) - 2,098 (2,061 ) Total tax expense $ - $ 38,915 $ 65,685 |
Summary of Reconciliation Between Expected Tax Rate on Income From Operations and Statutory Tax Rate | b. The consolidated effective income tax rate differs from the expected Canadian statutory tax rate of 27% (2019, 2020, 2021: 27%). Reconciliation between the expected tax rate on income from operations and the statutory tax rate was as follows: December 31, 2019 2020 2021 Net earnings (loss) before income taxes $ (2,211 ) $ 157,833 $ 219,149 Combined statutory tax rate 27 % 27 % 27 % Expected income tax expense (recovery) at statutory rates (597 ) 42,615 59,170 Stock-based compensation 254 1,934 7,007 Change in valuation allowance 854 (680 ) 5,007 Change for under accrual 49 36 1 Change due to SR&ED (510 ) (1,698 ) (4,809 ) Foreign exchange (9 ) (4,048 ) 47 Other (41 ) 756 (738 ) Income tax expense $ - $ 38,915 $ 65,685 |
Schedule of Deferred Income Tax Assets and Liabilities | c. Deferred income tax assets (“DTAs”) and liabilities (“DTLs”) result from the temporary differences between assets and liabilities recognized for financial statement and income tax purposes. The significant components of the Company’s deferred income tax assets and liabilities were as follows: December 31, 2020 2021 Deferred tax assets: Long-term debt $ 2,590 $ 6,293 Financing fee 6,786 6,575 Operating lease liability 1,182 5,299 Deferred revenue - 4,768 Net operating losses carried forward 408 4,996 Research and development deductions and credits - - Other 949 3,019 11,915 30,950 Deferred tax liabilities: Property and equipment $ (707 ) $ (3,256 ) Land - (2,135 ) Intangibles (26,300 ) (36,866 ) Operating lease right-of-use assets (1,084 ) (4,732 ) Government funding receivable (3,279 ) (3,029 ) Other (41 ) (1,661 ) (31,411 ) (51,679 ) (19,496 ) (20,729 ) Less: valuation allowance (767 ) (9,233 ) Net deferred tax asset (liability) (20,263 ) (29,962 ) Deferred tax asset 11,148 21,717 Deferred tax liability (31,411 ) (51,679 ) Net deferred tax assets (liability) $ (20,263 ) $ (29,962 ) |
Summary of Operating Losses Available for Foreign Subsidiary Deferred Tax Assets Carried Forward | Certain operating losses available for the foreign subsidiary deferred tax assets can be carried forward indefinitely while the rest expire ranging from 2034 to 2037. Expiry date Net Operating Loss 2034 $ 1,929 2035 1,449 2036 941 2037 1,231 Indefinite 7,284 Total amount $ 12,834 |
Reconciliation of Total Unrecognized Tax Benefits | f. A reconciliation of total unrecognized tax benefits for the years ended December 31, 2019, 2020 and 2021 were as follows: 2019 2020 2021 January 1 balance $ 448 $ 387 $ 109 Gross increase - tax position in prior period - - - Gross increase - tax position in current period 387 109 - Gross decrease - tax position in current period (448 ) (387 ) (109 ) December 31 balance $ 387 $ 109 $ - |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Operating Lease Liabilities Table Text Block | T he balance sheet classification of the Company's lease liabilities was as follows: December 31, 2020 December 31, 2021 Operating lease liabilities: Current portion $ 675 $ 3,652 Long-term portion 3,715 36,413 Total operating lease liabilities $ 4,390 $ 40,065 |
Schedule of Future Minimum Lease Payments | At December 31, 2021, the future minimum lease payments of the Company’s operating lease liabilities were as follows: Amount 2022 $ 4,623 2023 4,796 2024 5,070 2025 4,980 2026 4,694 Thereafter 22,133 Excluding the lease arrangements as accounted for in Note 16 – Leases, the Company has the following additional commitments in respect of several leased facilities where the lease commencement dates are subsequent to December 31, 2021: Amount 2022 $ 314 2023 5,362 2024 5,072 2025 12,268 2026 12,270 Thereafter 222,425 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments All Other Investments [Abstract] | |
Changes in Fair Value of Liability for Contingent Consideration | The following table presents the changes in fair value of the liability for contingent consideration: December 31, 2021 (in thousands) Liability at beginning of the period Additions Increase (decrease) in fair value of liability for contingent consideration Repayment of contingent consideration Liability at end of the year Trianni $ 22,559 $ - $ 2,925 $ (2,550 ) $ 22,934 TetraGenetics $ - $ 35,100 $ 786 $ - $ 35,886 |
Summary of Financial Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s marketable securities that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values: Fair Value Measurements at December 31, 2021: Level 1 Level 2 Level 3 Total Marketable securities U.S. government agencies $ 10,100 $ - $ - $ 10,100 Certificate of deposit - 8,699 - 8,699 Commercial paper - 6,726 - 6,726 Corporate bonds - 172,046 - 172,046 Non-U.S. government agencies - 25,480 - 25,480 Asset backed securities - 23,784 - 23,784 $ 10,100 $ 236,735 $ - $ 246,835 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | At December 31, 2021, the future minimum lease payments of the Company’s operating lease liabilities were as follows: Amount 2022 $ 4,623 2023 4,796 2024 5,070 2025 4,980 2026 4,694 Thereafter 22,133 Excluding the lease arrangements as accounted for in Note 16 – Leases, the Company has the following additional commitments in respect of several leased facilities where the lease commencement dates are subsequent to December 31, 2021: Amount 2022 $ 314 2023 5,362 2024 5,072 2025 12,268 2026 12,270 Thereafter 222,425 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Trianni | |
Summary of Estimated or Final Purchase Price Consideration | The acquisition date fair value of the final purchase price consideration transferred consisted of the following: Estimated Purchase Price Consideration Estimated Fair Value Closing Payment $ 97,432 (i) Earn-out payment 21,782 (ii) $ 119,214 (i) (ii) T |
Summary of Final Purchase Price Allocation | During the period ended December 31, 2021, the Company has recorded immaterial adjustments to the preliminary allocation of the purchase price for the finalization of working capital adjustments, income taxes, and the resulting impact to goodwill. The following table summarizes the final purchase price allocation for the Trianni transaction: Fair value of assets and liabilities acquired Purchase Price Allocation Cash and cash equivalents $ 8,282 Other current assets 2,794 Total current assets 11,076 Other assets 221 Intangibles 103,582 (i) Goodwill 30,944 (ii) Total assets 145,823 Current liabilities 92 Deferred income tax liability 26,517 (ii) Total liabilities 26,609 Estimated fair value of net identifiable assets acquired and liabilities assumed $ 119,214 (i) Estimated fair value (a) Estimated useful lives in years (b) License $ 21,782 3 Technology 41,400 20 IPR&D 40,400 (c) $ 103,582 (a) (b) (c) (ii) |
Summary of Estimated Fair Value and Useful Lives of Intangible Assets Acquired | (i) Estimated fair value (a) Estimated useful lives in years (b) License $ 21,782 3 Technology 41,400 20 IPR&D 40,400 (c) $ 103,582 (a) (b) (c) |
Summary of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information presents consolidated results assuming the acquisition of Trianni occurred January 1, 2019. Years Ended December 31, 2019 2020 Sales $ 15,770 $ 239,410 Net income (loss) (10,878 ) 115,088 |
TetraGenetics Inc | |
Summary of Estimated or Final Purchase Price Consideration | The acquisition date fair value of the preliminary purchase price consideration consisted of the following: Estimated Fair Value Closing consideration $ 12,926 (i) Contingent consideration 35,100 (ii) $ 48,026 i) Pursuant to the merger agreement, the initial cash consideration adjusted for certain preliminary closing adjustments. ii) Represents the estimated fair value of the contingent consideration related to potentially successful milestone events. The estimated fair value was categorized within Level 3 of the fair value hierarchy and determined by estimating the expected future cash flows associated with the potential milestone events. The significant assumptions inherent in estimating the fair value include the amount and timing of projected future cash flows, risk adjusted for various factors including probability of success and discounted at an 8.0% discount rate to estimate the present value of the risk adjusted future cash flows. |
Summary of Final Purchase Price Allocation | The following table summarizes the preliminary purchase price allocation for the TetraGenetics transaction as of September 10, 2021: Fair value of assets and liabilities acquired Purchase Price Allocation Other assets, including cash of $955 2,632 Intangibles 43,300 (i) Goodwill 16,906 (ii) Total assets 62,838 Other liabilities 2,984 Deferred tax liability 11,830 Total liabilities 14,814 Estimated fair value of net identifiable assets acquired and liabilities assumed $ 48,024 (i) The estimated fair value and useful lives of the intangible assets acquired is as follows: Estimated fair value (a) Estimated useful lives in years (b) Technology $ 11,300 20 IPR&D 32,000 (c) $ 43,300 (a) The estimated fair values were categorized within Level 3 of the fair value hierarchy and were determined using an income-based approach, which was based on the present value of the future estimated after-tax cash flows attributable to each intangible asset. The significant assumptions inherent in estimating the fair values, from the perspective of a market participant, include the amount and timing of projected future after-tax cash flows including revenue, operating costs, milestone and regulatory success, obsolescence, and profitability. The discount rate selected to present value the future after-tax cash flows attributable to the Technology is a 20.1% fully risked discount rate. A de-risked discount rate of 8.0% was used to present value the probability of success risk adjusted after-tax cash flows attributable to the IPR&D. (b) The estimate of the useful life was based on an analysis of the expected use of the asset by the Company, any legal, regulatory or contractual provisions that may limit the useful life, the effects of obsolescence, competition and other relevant economic factors, and consideration of the expected cash flows used to measure the fair value of the intangible asset. (c) IPR&D assets are indefinite life intangible assets at the time of acquisition and will be amortized upon completion of IPR&D activities. (ii) Goodwill represents the excess of the estimated purchase price over the estimated fair value of TetraGenetics’ identifiable assets acquired and liabilities assumed. |
Summary of Estimated Fair Value and Useful Lives of Intangible Assets Acquired | (i) The estimated fair value and useful lives of the intangible assets acquired is as follows: Estimated fair value (a) Estimated useful lives in years (b) Technology $ 11,300 20 IPR&D 32,000 (c) $ 43,300 (a) The estimated fair values were categorized within Level 3 of the fair value hierarchy and were determined using an income-based approach, which was based on the present value of the future estimated after-tax cash flows attributable to each intangible asset. The significant assumptions inherent in estimating the fair values, from the perspective of a market participant, include the amount and timing of projected future after-tax cash flows including revenue, operating costs, milestone and regulatory success, obsolescence, and profitability. The discount rate selected to present value the future after-tax cash flows attributable to the Technology is a 20.1% fully risked discount rate. A de-risked discount rate of 8.0% was used to present value the probability of success risk adjusted after-tax cash flows attributable to the IPR&D. (b) The estimate of the useful life was based on an analysis of the expected use of the asset by the Company, any legal, regulatory or contractual provisions that may limit the useful life, the effects of obsolescence, competition and other relevant economic factors, and consideration of the expected cash flows used to measure the fair value of the intangible asset. (c) IPR&D assets are indefinite life intangible assets at the time of acquisition and will be amortized upon completion of IPR&D activities. |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 10, 2020USD ($)$ / sharesshares | Dec. 04, 2020 | Dec. 31, 2020USD ($) |
Basis Of Presentation [Line Items] | |||
Net proceeds from issuance of common shares | $ 522,840 | ||
Stock split | 1-for-10 | ||
Stock split ratio | 0.1 | ||
IPO | |||
Basis Of Presentation [Line Items] | |||
Issuance of stock, shares | shares | 27,772,500 | ||
Share price | $ / shares | $ 20 | ||
Net proceeds from issuance of common shares | $ 555,500 | ||
Proceeds from shares sold, net of costs | $ 522,800 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies [Line Items] | |||
Company contributed segregated account representing loss | $ 25,000,000 | ||
Total revenue | 375,203,000 | $ 233,155,000 | $ 11,612,000 |
Cash | 100,500,000 | 593,700,000 | |
Cash equivalents | 375,600,000 | 400,000 | |
Restricted cash | 25,000,000 | ||
Allowance for doubtful accounts recorded | 0 | 0 | |
Impairment of intangible assets | $ 0 | ||
Effective income tax related | 50.00% | ||
UNITED STATES | |||
Significant Accounting Policies [Line Items] | |||
Total revenue | $ 21,800,000 | ||
Long-term assets | 200,300,000 | 133,700,000 | |
CANADA | |||
Significant Accounting Policies [Line Items] | |||
Total revenue | 353,400,000 | ||
Long-term assets | 159,500,000 | $ 58,500,000 | |
Other Foreign Countries | |||
Significant Accounting Policies [Line Items] | |||
Long-term assets | $ 28,900,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Property and Equipment Amortized Using Straight Line Method (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Office Equipment and Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | Shorter of lease term or estimated useful life |
Significant Accounting Polici_6
Significant Accounting Policies- Schedule of Definite Lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
License | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
License | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 10 years |
Technology | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 20 years |
Net Earnings (Loss) Per Share -
Net Earnings (Loss) Per Share - Schedule of Basic and Diluted Net Earnings (Loss) Per Share Attributable to Common Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basic earnings (loss) per share | |||
Net earnings (loss) | $ 153,464 | $ 118,918 | $ (2,211) |
Less: earnings allocated to Preferred Shareholders(1) | (33,817) | ||
Net earnings (loss) attributable to common shareholders - basic | $ 153,464 | $ 85,101 | $ (2,211) |
Weighted-average common shares outstanding - basic | 275,763,745 | 159,195,023 | 151,327,560 |
Net earnings (loss) per share attributable to common shareholders - basic | $ 0.56 | $ 0.53 | $ (0.01) |
Diluted earnings (loss) per share | |||
Net earnings (loss) attributable to common shareholders - diluted | $ 153,464 | $ 118,918 | $ (2,211) |
Weighted-average common shares outstanding - basic | 275,763,745 | 159,195,023 | 151,327,560 |
Convertible Preferred Shares | 63,260,090 | ||
Stock options and RSUs | 42,530,491 | 40,674,652 | |
Weighted-average common shares outstanding - diluted | 318,294,236 | 263,129,765 | 151,327,560 |
Net earnings (loss) per share attributable to common shareholders - diluted | $ 0.48 | $ 0.45 | $ (0.01) |
Net Earnings (Loss) Per Share_2
Net Earnings (Loss) Per Share - Schedule of Potential Common Shares Excluded from Computation of Diluted Net Earnings (Loss) Per Share Attributable to Common Shareholders (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential common shares excluded | 908,409 | 58,411,640 |
Options to Purchase Common Shares and RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential common shares excluded | 908,409 | 37,359,000 |
Convertible Preferred Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total potential common shares excluded | 21,052,640 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Taxes receivable | $ 14,282 | $ 489 |
Prepaid expenses and other | 5,293 | 4,073 |
Materials and supplies | 1,672 | 1,408 |
Total other current assets | $ 21,247 | $ 5,970 |
Other Assets - Schedule of Ot_2
Other Assets - Schedule of Other Long-term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Investments - other | $ 6,764 | $ 780 |
Prepaid expenses | 2,875 | 675 |
Security deposit | 13,595 | 1,035 |
Deferred tax asset | 7,408 | 5,898 |
Total other long-term assets | $ 30,642 | $ 8,388 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 121,442 | $ 23,509 |
Less accumulated depreciation | (9,826) | (5,586) |
Property and equipment, net | 111,616 | 17,923 |
Computers | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 7,843 | 6,324 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 33,044 | |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 18,805 | 9,542 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 23,962 | 3,708 |
Operating Lease Right-of-use Assets | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 37,788 | $ 3,935 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |||
Leasehold improvements include tenant improvements | $ 19,800 | ||
Depreciation of property and equipment | $ 4,403 | $ 2,317 | $ 1,604 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 160,973,000 | $ 117,673,000 | |
Accumulated amortization | 12,581,000 | 2,520,000 | |
Net book value | 148,392,000 | 115,153,000 | $ 0 |
License | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 35,873,000 | 35,873,000 | |
Accumulated amortization | 9,994,000 | 2,191,000 | |
Net book value | 25,879,000 | 33,682,000 | |
Technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 52,700,000 | 41,400,000 | |
Accumulated amortization | 2,587,000 | 329,000 | |
Net book value | 50,113,000 | 41,071,000 | |
IPR&D | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 72,400,000 | 40,400,000 | |
Net book value | $ 72,400,000 | $ 40,400,000 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($)Installment | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets, net | $ 148,392,000 | $ 115,153,000 | $ 0 | |
Amortization of intangible assets | $ 10,062,000 | 2,519,000 | $ 0 | |
Payments to acquire intangible assets | $ 5,000,000 | |||
License Agreement | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 10 years | |||
Finite-lived intangible assets acquired | $ 14,100 | |||
Payments to acquire intangible assets | $ 5,000,000 | |||
Number of additional installment payment | Installment | 2 | |||
Additional installment payments to acquire intangible assets | $ 5,000,000 | |||
Period of first installment payments to be paid for acquiring intangible assets. | 12 months | |||
Period of second installment payments to be paid for acquiring intangible assets | 24 months | |||
Estimated interest rate for discounting future principal and interest amount | 0.1098 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Estimated Amortization Expense on Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 10,425 |
2023 | 10,425 |
2024 | 5,610 |
2025 | 4,041 |
2026 | 4,041 |
Finite lived intangible assets amortization expense | $ 34,542 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Goodwill beginning balance | [1] | $ 31,500 | ||
Additions | 16,306 | $ 31,500 | ||
Goodwill ending balance | $ 47,806 | $ 31,500 | [1] | |
[1] | Accumulated impairment as at December 31, 2020 and 2021 was $nil. |
Investments in and Loans to E_2
Investments in and Loans to Equity Accounted Investees - Additional Information (Details) | 1 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($) | Mar. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($)JointVenture | |
Schedule Of Equity Method Investments [Line Items] | ||||
Number Of Joint Ventures | JointVenture | 2 | |||
Dayhu JV | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Equity investment balance, contributions made in joint venture | $ 19,600,000 | |||
Commitment amount, repayment term | 30 months | 30 months | ||
Commitment amount, maturity date | Sep. 1, 2023 | Sep. 1, 2023 | ||
Debt instrument, repayment description | repayment on the earlier of thirty months from the date of initial advancement and September 1, 2023, or upon the trigger of certain liquidity events as defined in the agreement. | |||
Equity method investment, outstanding related party loan | $ 18,000,000 | $ 18,000,000 | ||
Dayhu JV | Maximum | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Equity method investment, commitment amount | $ 61,500,000 | $ 82,700,000 | ||
Dayhu JV | Prime Rate | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.60% | 0.60% | ||
Beedie JV | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Equity investment balance, contributions made in joint venture | $ 12,700,000 |
Accounts Payable and Other Li_3
Accounts Payable and Other Liabilities - Schedule of Accounts Payable and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accounts payable and accrued liabilities | $ 14,924 | $ 7,320 |
Liability for in-licensing agreement | 4,933 | 5,000 |
Operating lease liability | $ 3,652 | $ 675 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Liability classified options | $ 4,270 | |
Payroll liabilities | $ 4,035 | 1,988 |
Current portion of deferred grant funding | 4,473 | 942 |
Total accounts payable and other liabilities | $ 32,017 | $ 20,195 |
Other Long Term Liabilities - A
Other Long Term Liabilities - Additional Information (Details) - OrbiMed Debt Facility - USD ($) | 1 Months Ended | ||
Jul. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Line Of Credit Facility [Line Items] | |||
Debt instrument, face amount | $ 30,000,000 | ||
Debt instrument, maturity date | Mar. 23, 2025 | ||
Debt instrument, term | 5 years | ||
Borrowings outstanding | $ 15,000,000 | ||
Interest rate | 6.00% | ||
Variable interest rate | 1.75% | ||
Credit agreement cancellation fees and legal fees | $ 3,700,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) | Mar. 23, 2020USD ($)shares | Aug. 03, 2018USD ($)shares | Aug. 03, 2018CAD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019$ / shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock, par value | $ / shares | $ 0 | $ 0 | |||||
Common stock, voting rights | Each voting common share entitles the holder to one vote on all matters submitted to a vote of the Company’s shareholders. | ||||||
Cash dividends | $ 0 | ||||||
Conversion of liability classified options to equity | $ 5,700,000 | ||||||
Options outstanding | shares | 0 | 1,012,000 | |||||
Stock options liability included in other liabilities | $ 4,300,000 | ||||||
Restricted Share Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting term | 4 years | ||||||
Weighted average period for recognition of unamortized share based compensation expense | 3 years 7 months 24 days | ||||||
Unamortized share based compensation expense | $ 22,000 | ||||||
2020 Share Option and Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Weighted average grant date fair value per share of options granted | $ / shares | $ 12.31 | $ 3.95 | $ 0.26 | ||||
Intrinsic value of options exercised | $ 295,600 | $ 6,800 | |||||
Unrecognized compensation cost related to unvested stock options granted | $ 100,300 | ||||||
Weighted average period for recognition of unamortized share based compensation expense | 1 year 10 months 2 days | ||||||
2020 Share Option and Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Maximum aggregate number of common shares that may be issued as incentive share option. | shares | 21,280,000 | ||||||
Number of shares available for issuance | shares | 15,154,407 | ||||||
Series A1 Preferred Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Non-assessable common shares ratio | 10.00% | 10.00% | |||||
Series A1 Preferred Stock | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Cash dividends | 0 | ||||||
Proceeds from qualified initial public offering | $ 70,000,000 | ||||||
Series A1 Preferred Stock | DCVC Bio, L.P. | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Gross proceeds in exchange of share value | $ 7,700 | $ 10,000 | |||||
Number of shares exchanged in investment agreement | shares | 2,105,264 | 2,105,264 | |||||
Proceeds received, net of financing costs | $ 7,600 | ||||||
Series A2 Preferred Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Gross proceeds in exchange of share value | $ 75,000 | ||||||
Number of shares exchanged in investment agreement | shares | 6,017,784 | ||||||
Proceeds received, net of financing costs | $ 74,700 | ||||||
Non-assessable common shares ratio | 10.00% | ||||||
Series A2 Preferred Stock | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Cash dividends | $ 0 | ||||||
Proceeds from qualified initial public offering | $ 70,000,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Common Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Common stock, shares authorized | Unlimited | Unlimited |
Common stock, shares issued | 283,257,104 | 269,497,768 |
Common stock, shares outstanding | 283,257,104 | 269,497,768 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Pre-IPO Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares Outstanding, Beginning Balance | 53,204,810 | |
Number of Shares, Exercised | (13,759,336) | |
Number of Shares, Forfeited | (239,167) | |
Number of Shares Outstanding, Ending Balance | 39,206,307 | 53,204,810 |
Number of Options exercisable as of December 31, 2021 | 19,063,249 | |
Weighted-Average Exercise Price, Beginning Balance | $ 0.71 | |
Weighted-Average Exercise Price, Exercised | 0.29 | |
Weighted-Average Exercise Price, Forfeited | 0.54 | |
Weighted-Average Exercise Price, Ending Balance | 0.86 | $ 0.71 |
Weighted-Average Exercise Price, Options exercisable as of December 31, 2021 | $ 0.54 | |
Weighted-Average Contractual Term, Options Outstanding | 7 years 7 days | 7 years 8 months 1 day |
Weighted-Average Contractual Term, Options exercisable as of December 31, 2021 | 6 years 14 days | |
2020 Share Option and Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares Outstanding, Beginning Balance | 1,260,840 | |
Number of Shares, Granted | 4,063,703 | |
Number of Shares, Forfeited | (40,196) | |
Number of Shares Outstanding, Ending Balance | 5,284,347 | 1,260,840 |
Number of Options exercisable as of December 31, 2021 | 302,510 | |
Weighted-Average Exercise Price, Beginning Balance | $ 20 | |
Weighted-Average Exercise Price, Granted | 18.98 | |
Weighted-Average Exercise Price, Forfeited | 23.12 | |
Weighted-Average Exercise Price, Ending Balance | 19.19 | $ 20 |
Weighted-Average Exercise Price, Options exercisable as of December 31, 2021 | $ 20 | |
Weighted-Average Contractual Term, Options Outstanding | 9 years 6 months 21 days | 9 years 11 months 12 days |
Weighted-Average Contractual Term, Options exercisable as of December 31, 2021 | 8 years 11 months 8 days |
Shareholders' Equity - Summar_2
Shareholders' Equity - Summary of Restricted Share Units Activity (Details) - 2020 Share Option and Incentive Plan | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 23.65 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 26.15 |
Outstanding as of December 31, 2021 | $ / shares | $ 23.62 |
Restricted Share Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Granted | shares | 1,093,517 |
Number of Shares, Forfeited | shares | (13,104) |
Outstanding as of December 31, 2021 | shares | 1,080,413 |
Shareholders' Equity - Summar_3
Shareholders' Equity - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 30,646 | $ 8,397 | $ 890 |
Research and Development | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 15,663 | 5,365 | 606 |
General and Administrative | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 12,863 | 1,341 | 199 |
Sales and Marketing | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 2,120 | $ 1,691 | $ 85 |
Shareholders' Equity - Summar_4
Shareholders' Equity - Summary of Weighted-Average Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Stock Options | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Average risk-free interest rate | [1] | 1.23% | 0.64% | 1.60% |
Expected volatility | [2] | 72.00% | 79.00% | 100.00% |
Average expected term (years) | [3] | 6 years 2 months 15 days | 6 years 1 month 9 days | 6 years 3 months |
Expected dividend yield | [4] | 0.00% | 0.00% | 0.00% |
Weighted average fair value of options granted | [5] | $ 12.31 | $ 5.60 | $ 0.34 |
Liability Classified Stock Options | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Average risk-free interest rate | [1] | 0.46% | ||
Expected volatility | [2] | 75.00% | ||
Average expected term (years) | [3] | 6 years 3 months | ||
Expected dividend yield | [4] | 0.00% | ||
Weighted average fair value of options granted | [5] | $ 37.44 | ||
[1] | This rate is from federal government marketable bonds for each option grant during the year, having a term that most closely resembles the expected life of the option. | |||
[2] | Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar complexity and stage of development and calculates historical volatility using the volatility of these companies. | |||
[3] | This is the period of time that the options granted are expected to remain unexercised. Options granted have a maximum term of ten years. The Company uses the simplified method to calculate the average expected term, which represents the average of the vesting period and the contractual term. | |||
[4] | No dividends have been paid by the Company yet. | |||
[5] | The Company granted stock options at exercise prices not less than the fair value of its common shares as determined by the Board, with input from management. Management estimated the fair value of its common shares based on a number of objective and subjective factors, including internal valuations, external market considerations affecting the biotechnology industry and the historic prices at which the Company sold common shares. |
Shareholders' Equity - Summar_5
Shareholders' Equity - Summary of Weighted-Average Valuation Assumptions (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Dividends paid | $ 0 |
Stock Options | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Term of options granted | 10 years |
Revenue - Summary of Deferred R
Revenue - Summary of Deferred Revenue Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue From Contract With Customer [Abstract] | ||
Deferred revenue | $ (34,954) | $ (26,321) |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Mar. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||||
Contract with customer liability, revenue recognized | $ 4,700,000 | $ 3,000,000 | $ 2,100,000 | ||
Deferred revenue | 34,954,000 | 26,321,000 | $ 34,954,000 | ||
Revenue | 375,203,000 | 233,155,000 | $ 11,612,000 | ||
Licensing Revenue | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 20,778,000 | ||||
Research, Collaboration and License Agreement | Eli Lilly | |||||
Disaggregation Of Revenue [Line Items] | |||||
Contract with customer liability, revenue recognized | 3,200,000 | ||||
Upfront payment received | 1,700,000 | 26,700,000 | 28,400,000 | ||
Deferred revenue | $ 21,900,000 | ||||
Research, Collaboration and License Agreement | Maximum | Eli Lilly | |||||
Disaggregation Of Revenue [Line Items] | |||||
Milestone payment threshold amount | $ 29,000,000 | ||||
Low to mid-teens royalty threshold sales amount | 125,000,000 | ||||
Research, Collaboration and License Agreement | Minimum | Eli Lilly | |||||
Disaggregation Of Revenue [Line Items] | |||||
Mid-teens to mid-twenties royalty threshold sales amount | $ 125,000,000 | ||||
Various Other Agreements | |||||
Disaggregation Of Revenue [Line Items] | |||||
Deferred revenue | $ 14,500,000 | $ 14,500,000 |
Revenue - Additional Informat_2
Revenue - Additional Information (Details1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 $ in Millions | Dec. 31, 2021USD ($) |
Research, Collaboration and License Agreement | Eli Lilly | |
Disaggregation Of Revenue [Line Items] | |
Revenue, remaining performance obligation | $ 4.9 |
Revenue, remaining performance obligation, expected timing of satisfaction period | 12 months |
Various Other Agreements | |
Disaggregation Of Revenue [Line Items] | |
Revenue, remaining performance obligation | $ 2.7 |
Revenue, remaining performance obligation, expected timing of satisfaction period | 12 months |
Government Funding - Additional
Government Funding - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | |
Government Funding [Line Items] | |||
Received funding commitment | $ 125,600,000 | $ 175.6 | |
Strategic innovation fund eligible expenditure | $ 47,100,000 | ||
Accrued liabilities, current | 0 | ||
Research and development eligible expenditure | 13,800,000 | ||
Capital asset expenditures | $ 33,300,000 | ||
Capital asset expenditures amortize over average asset life period | 5 years | ||
Phase 1 and 2 | |||
Government Funding [Line Items] | |||
Strategic innovation fund eligible expenditure | $ 59,500,000 | ||
Phase 1 | |||
Government Funding [Line Items] | |||
Strategic innovation fund eligible expenditure | 37,900,000 | ||
Phase 2 | |||
Government Funding [Line Items] | |||
Strategic innovation fund eligible expenditure | 21,600,000 | ||
S I F Grant Funding | |||
Government Funding [Line Items] | |||
Government grant funding receivable | $ 14,800,000 | $ 12,900,000 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Canadian | $ 211,471 | $ 163,077 | $ (2,015) |
Foreign | 7,678 | (5,244) | (196) |
Net earnings (loss) before income tax | $ 219,149 | $ 157,833 | $ (2,211) |
Income Taxes - Schedule of Expe
Income Taxes - Schedule of Expense (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Canadian | $ 60,498 | $ 36,931 |
Foreign | 7,248 | (114) |
Current tax expense (benefit) | 67,746 | 36,817 |
Deferred and other: | ||
Canadian | (1,342) | 2,461 |
Foreign | (719) | (363) |
Deferred tax expense (benefit) | (2,061) | 2,098 |
Income tax expense | $ 65,685 | $ 38,915 |
Income Taxes - Summary of Inc_2
Income Taxes - Summary of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current tax expense | $ 67,746 | $ 36,817 |
Deferred tax expense (benefit) | (2,061) | 2,098 |
Income tax expense | $ 65,685 | $ 38,915 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation Between Expected Tax Rate on Income From Operations and Statutory Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Net earnings (loss) before income taxes | $ 219,149 | $ 157,833 | $ (2,211) |
Combined statutory tax rate | 27.00% | 27.00% | 27.00% |
Expected income tax expense (recovery) at statutory rates | $ 59,170 | $ 42,615 | $ (597) |
Stock-based compensation | 7,007 | 1,934 | 254 |
Change in valuation allowance | 5,007 | (680) | 854 |
Change for under accrual | 1 | 36 | 49 |
Change due to SR&ED | (4,809) | (1,698) | (510) |
Foreign exchange | 47 | (4,048) | (9) |
Other | (738) | 756 | $ (41) |
Income tax expense | $ 65,685 | $ 38,915 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Long-term debt | $ 6,293 | $ 2,590 |
Financing fee | 6,575 | 6,786 |
Operating lease liability | 5,299 | 1,182 |
Deferred revenue | 4,768 | |
Net operating losses carried forward | 4,996 | 408 |
Other | 3,019 | 949 |
Deferred tax assets gross | 30,950 | 11,915 |
Deferred tax liabilities: | ||
Property and equipment | (3,256) | (707) |
Land | (2,135) | |
Intangibles | (36,866) | (26,300) |
Operating lease right-of-use assets | (4,732) | (1,084) |
Government funding receivable | (3,029) | (3,279) |
Other | (1,661) | (41) |
Deferred tax liabilities gross | (51,679) | (31,411) |
Deferred Tax assets, net of valuation allowance | (20,729) | (19,496) |
Less: valuation allowance | (9,233) | (767) |
Net deferred tax asset (liability) | (29,962) | (20,263) |
Deferred tax asset | 21,717 | 11,148 |
Deferred tax liabilities gross | $ (51,679) | $ (31,411) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | |||
Deferred tax assets, other long-term assets | $ 7,408 | $ 5,898 | |
Deferred tax liability | 37,370 | 26,161 | |
Deferred tax assets, valuation allowance | 9,233 | 767 | |
Operating losses carried forward related to foreign operations | 18,200 | 1,500 | $ 1,500 |
Unrecognized tax benefits that would impact effective tax rate | |||
Canadian | Minimum | |||
Income Tax Disclosure [Line Items] | |||
Tax years subject to income tax examinations | 2017 | ||
Canadian | Maximum | |||
Income Tax Disclosure [Line Items] | |||
Tax years subject to income tax examinations | 2021 | ||
U.S. | Minimum | |||
Income Tax Disclosure [Line Items] | |||
Tax years subject to income tax examinations | 2017 | ||
U.S. | Maximum | |||
Income Tax Disclosure [Line Items] | |||
Tax years subject to income tax examinations | 2021 |
Income Taxes - Summary of Opera
Income Taxes - Summary of Operating Losses Available for Foreign Subsidiary Deferred Tax Assets Carried Forward (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Net operating losses carried forward | $ 4,996 | $ 408 |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Indefinite | 7,284 | |
Net operating losses carried forward | 12,834 | |
Foreign | 2034 | ||
Operating Loss Carryforwards [Line Items] | ||
2034 | 1,929 | |
Foreign | 2035 | ||
Operating Loss Carryforwards [Line Items] | ||
2034 | 1,449 | |
Foreign | 2036 | ||
Operating Loss Carryforwards [Line Items] | ||
2034 | 941 | |
Foreign | 2037 | ||
Operating Loss Carryforwards [Line Items] | ||
2034 | $ 1,231 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Total Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
January 1 balance | $ 109 | $ 387 | $ 448 |
Gross increase - tax position in current period | 109 | 387 | |
Gross decrease - tax position in current period | $ (109) | (387) | (448) |
December 31 balance | $ 109 | $ 387 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | |||
Weighted-average remaining lease term | 9 years 3 months 18 days | ||
Discount rate | 3.30% | ||
Operating lease expenses | $ 4.1 | $ 1.1 | $ 0.6 |
Minimum | |||
Lessee Lease Description [Line Items] | |||
Lease, term of contract | 1 month | ||
Maximum | |||
Lessee Lease Description [Line Items] | |||
Lease, term of contract | 20 years |
Leases - Schedule of Lease Liab
Leases - Schedule of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating lease liabilities: | ||
Operating lease liability | $ 3,652 | $ 675 |
Operating lease liability | 36,413 | 3,715 |
Total operating lease liabilities | $ 40,065 | $ 4,390 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2022 | $ 4,623 |
2023 | 4,796 |
2024 | 5,070 |
2025 | 4,980 |
2026 | 4,694 |
Thereafter | $ 22,133 |
Financial Instruments - Changes
Financial Instruments - Changes in Fair Value of Liability for Contingent Consideration (Details) - Contingent Consideration - Level 3 $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Trianni | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Liability at beginning of the period | $ 22,559 |
Increase (decrease) in fair value of liability for contingent consideration | 2,925 |
Repayment of contingent consideration | (2,550) |
Liability at end of the year | 22,934 |
TetraGenetics Inc | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Additions | 35,100 |
Increase (decrease) in fair value of liability for contingent consideration | 786 |
Liability at end of the year | $ 35,886 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investments All Other Investments [Abstract] | ||
Contingent consideration | $ 22,600 | |
Fair value liabilities, transfers between Level 1, Level 2 or Level 3 | $ 0 | |
Fair value liabilities, transfers between Level 1, Level 2 or Level 3 | $ 0 |
Financial Instruments - Summary
Financial Instruments - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements on Recurring Basis - Marketable Securities $ in Thousands | Dec. 31, 2021USD ($) |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | $ 246,835 |
US Government Agencies | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | 10,100 |
Certificate of Deposit | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | 8,699 |
Commercial Paper | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | 6,726 |
Non-U.S. Government Agencies | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | 25,480 |
Asset Backed Securities | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | 23,784 |
Corporate Bonds | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | 172,046 |
Level 1 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | 10,100 |
Level 1 | US Government Agencies | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | 10,100 |
Level 2 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | 236,735 |
Level 2 | Certificate of Deposit | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | 8,699 |
Level 2 | Commercial Paper | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | 6,726 |
Level 2 | Non-U.S. Government Agencies | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | 25,480 |
Level 2 | Asset Backed Securities | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | 23,784 |
Level 2 | Corporate Bonds | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Assets | $ 172,046 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | |||
Royalty fees | $ 45,516,000 | $ 27,143,000 | $ 0 |
Current Liabilities | |||
Lessee Lease Description [Line Items] | |||
Royalty fees | $ 22,500,000 | $ 27,100,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Additional Commitments of Several Leased Facilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee Lease Description [Line Items] | |
2022 | $ 4,623 |
2023 | 4,796 |
2024 | 5,070 |
2025 | 4,980 |
2026 | 4,694 |
Thereafter | 22,133 |
Additional Commitments on Several Leased Facilities | |
Lessee Lease Description [Line Items] | |
2022 | 314 |
2023 | 5,362 |
2024 | 5,072 |
2025 | 12,268 |
2026 | 12,270 |
Thereafter | $ 222,425 |
Financial Risk Management - Add
Financial Risk Management - Additional Information (Details) $ in Thousands, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($)Customer | Dec. 31, 2020USD ($)Customer | Dec. 31, 2021CAD ($)Customer | Dec. 31, 2020CAD ($)Customer | |
Financial Risk Management [Line Items] | ||||
Accounts and accrued royalty receivable due, number of customers | Customer | 13 | 7 | 13 | 7 |
Recognized milestone payments | $ 7,000 | |||
Cash and cash equivalents | 476,142 | $ 594,116 | $ 8.2 | $ 0.9 |
Restricted cash | 25,000 | |||
Marketable securities | $ 246,800 | |||
Interest rate | 10.00% | 10.00% | ||
Customer One | Customer Concentration Risk | Revenue Benchmark | ||||
Financial Risk Management [Line Items] | ||||
Counterparty risk percentage | 29.00% | 35.00% | ||
Customer Two | Customer Concentration Risk | Revenue Benchmark | ||||
Financial Risk Management [Line Items] | ||||
Counterparty risk percentage | 17.00% | 25.00% | ||
Customer Three | Customer Concentration Risk | Revenue Benchmark | ||||
Financial Risk Management [Line Items] | ||||
Counterparty risk percentage | 11.00% | 14.00% | ||
Customer Four | Customer Concentration Risk | Revenue Benchmark | ||||
Financial Risk Management [Line Items] | ||||
Counterparty risk percentage | 10.00% | |||
Lilly | ||||
Financial Risk Management [Line Items] | ||||
Receivable | $ 138,400 | $ 198,300 | ||
Lilly | Customer One | Customer Concentration Risk | Revenue Benchmark | ||||
Financial Risk Management [Line Items] | ||||
Counterparty risk percentage | 10.00% | 10.00% | ||
Royalty Revenue | ||||
Financial Risk Management [Line Items] | ||||
Royalty revenue streams and milestone, recognized | $ 327,300 | $ 213,300 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - 12 months ended Dec. 31, 2019 - Dayhu JV $ in Millions, $ in Millions | USD ($) | CAD ($) |
Chief Executive Officer | ||
Related Party Transaction [Line Items] | ||
Proceeds from loan | $ 1.5 | $ 2 |
Loan interest rate | 3.54% | 3.54% |
Loan repaid year | 2020 | 2020 |
General Counsel | ||
Related Party Transaction [Line Items] | ||
Proceeds from loan | $ 0.2 | |
Loan interest rate | 3.95% | 3.95% |
Loan repaid year | 2020 | 2020 |
Commitment amount, repayment term | 3 years 3 months 29 days | 3 years 3 months 29 days |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Sep. 10, 2021 | Nov. 03, 2020 | Oct. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||||
Net earnings (loss) | $ 153,464 | $ 118,918 | $ (2,211) | |||||
Ortho Mab | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, purchase consideration | $ 4,000 | |||||||
Trianni | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination date | Nov. 3, 2020 | |||||||
Net earnings (loss) | $ 1,800 | |||||||
Trianni | Convertible Note | ||||||||
Business Acquisition [Line Items] | ||||||||
Convertible Notes Issued for Consideration of Business Combination, Consideration | $ 90,000 | |||||||
Commitment amount, repayment term | 5 years | |||||||
Stated interest rate percentage for first twelve months | 0.00% | |||||||
Stated interest rate percentage after first twelve months | 5.00% | |||||||
Principal amount of note to be converted into common shares in liquidity event | 85.00% | |||||||
Interest payment description | Interest is payable annually starting twenty-four months from the date of issuance until maturity. | |||||||
Number of common shares to be issued on conversion debt securities | 800,000 | |||||||
Stock issued upon conversion convertible securities, shares | 6,093,524 | |||||||
TetraGenetics Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, purchase consideration | $ 12,500 | |||||||
Acquired percentage of issued and outstanding shares | 100.00% | |||||||
Potential milestone payments | $ 37,500 | |||||||
Escrow deposit additional | $ 12,500 | |||||||
Business combination measurement period | 1 year | |||||||
Research and Development | Ortho Mab | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, purchase consideration | $ 4,000 |
Acquisitions - Summary of Final
Acquisitions - Summary of Final Purchase Price Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Nov. 03, 2020 |
Business Acquisition [Line Items] | ||
Total | $ 22,600 | |
Trianni | ||
Business Acquisition [Line Items] | ||
Closing Payment | $ 97,432 | |
Earn-out payment | 21,782 | |
Total | $ 119,214 |
Acquisitions - Summary of Fin_2
Acquisitions - Summary of Final Purchase Price Consideration (Parenthetical) (Details) - Trianni $ in Millions | Nov. 03, 2020USD ($) | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Business combination initial purchase price consideration | $ 90 | |
Discount Rate | ||
Business Acquisition [Line Items] | ||
Business combination estimated to discount rate | 22 | |
Level 3 | Payout Rate | ||
Business Acquisition [Line Items] | ||
Business combination estimated to discount rate | 85 |
Acquisitions - Summary of Fin_3
Acquisitions - Summary of Final Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | [1] | Nov. 03, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 47,806 | $ 31,500 | ||
Trianni | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 8,282 | |||
Other current assets | 2,794 | |||
Total current assets | 11,076 | |||
Other assets | 221 | |||
Intangibles | 103,582 | |||
Goodwill | 30,944 | |||
Total assets | 145,823 | |||
Current liabilities | 92 | |||
Deferred income tax liability | 26,517 | |||
Total liabilities | 26,609 | |||
Estimated fair value of net identifiable assets acquired and liabilities assumed | $ 119,214 | |||
[1] | Accumulated impairment as at December 31, 2020 and 2021 was $nil. |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Fair Value and Useful Lives of Intangible Assets Acquired (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Trianni | |
Business Acquisition [Line Items] | |
Estimated fair value | $ 103,582 |
TetraGenetics Inc | |
Business Acquisition [Line Items] | |
Estimated fair value | 43,300 |
Licensing Revenue | Trianni | |
Business Acquisition [Line Items] | |
Estimated fair value | $ 21,782 |
Estimated useful lives in years | 3 years |
Technology | |
Business Acquisition [Line Items] | |
Estimated useful lives in years | 20 years |
Technology | Trianni | |
Business Acquisition [Line Items] | |
Estimated fair value | $ 41,400 |
Estimated useful lives in years | 20 years |
Technology | TetraGenetics Inc | |
Business Acquisition [Line Items] | |
Estimated fair value | $ 11,300 |
Estimated useful lives in years | 20 years |
IPR&D | Trianni | |
Business Acquisition [Line Items] | |
Estimated fair value | $ 40,400 |
IPR&D | TetraGenetics Inc | |
Business Acquisition [Line Items] | |
Estimated fair value | $ 32,000 |
Acquisitions - Summary of Est_2
Acquisitions - Summary of Estimated Fair Value and Useful Lives of Intangible Assets Acquired (Parenthetical) (Details) - Discount Rate $ in Millions | Dec. 31, 2021USD ($) | Sep. 10, 2021 | Nov. 03, 2020 |
Trianni | |||
Business Acquisition [Line Items] | |||
Business combination estimated to discount rate | 22 | ||
Trianni | Minimum | |||
Business Acquisition [Line Items] | |||
Business combination estimated to discount rate | 19 | ||
Trianni | Maximum | |||
Business Acquisition [Line Items] | |||
Business combination estimated to discount rate | 22 | ||
TetraGenetics Inc | |||
Business Acquisition [Line Items] | |||
Business combination estimated to discount rate | 8 | ||
TetraGenetics Inc | Technology | |||
Business Acquisition [Line Items] | |||
Business combination estimated to discount rate | 20.1 | ||
TetraGenetics Inc | IPR&D | |||
Business Acquisition [Line Items] | |||
Business combination estimated to discount rate | 8 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Pro Forma Financial Information (Details) - Trianni - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Sales | $ 239,410 | $ 15,770 |
Net income (loss) | $ 115,088 | $ (10,878) |
Acquisitions - Summary of Est_3
Acquisitions - Summary of Estimated Purchase Price Consideration (Details) - USD ($) $ in Thousands | Sep. 10, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Total | $ 22,600 | |
TetraGenetics Inc | ||
Business Acquisition [Line Items] | ||
Closing Payment | $ 12,926 | |
Earn-out payment | 35,100 | |
Total | $ 48,026 |
Acquisitions - Summary of Est_4
Acquisitions - Summary of Estimated Purchase Price Consideration (Parenthetical) (Details) $ in Millions | Dec. 31, 2021USD ($) |
TetraGenetics Inc | Discount Rate | |
Business Acquisition [Line Items] | |
Business combination estimated to discount rate | 8 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 10, 2021 | Dec. 31, 2020 | [1] |
Business Acquisition [Line Items] | ||||
Goodwill | $ 47,806 | $ 31,500 | ||
TetraGenetics Inc | ||||
Business Acquisition [Line Items] | ||||
Other current assets | $ 2,632 | |||
Intangibles | 43,300 | |||
Goodwill | 16,906 | |||
Total assets | 62,838 | |||
Other liabilities | 2,984 | |||
Deferred income tax liability | 11,830 | |||
Total liabilities | 14,814 | |||
Estimated fair value of net identifiable assets acquired and liabilities assumed | $ 48,024 | |||
[1] | Accumulated impairment as at December 31, 2020 and 2021 was $nil. |
Acquisitions - Summary of Pre_2
Acquisitions - Summary of Preliminary Purchase Price Allocation (Parenthetical) (Details) $ in Thousands | Sep. 10, 2021USD ($) |
TetraGenetics Inc | |
Business Acquisition [Line Items] | |
Other assets, including cash | $ 955 |