Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39329 | |
Entity Registrant Name | Royalty Pharma plc | |
Entity Incorporation, State or Country Code | X0 | |
Entity Tax Identification Number | 98-1535773 | |
Entity Address, Address Line One | 110 East 59th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 883-0200 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 | |
Trading Symbol | RPRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001802768 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 450,981,030 | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 146,456,241 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 843,000 | $ 477,010 |
Financial royalty assets | 660,482 | 738,438 |
Available for sale debt securities | 29,000 | 18,300 |
Other royalty income receivable | 22,227 | 22,405 |
Other current assets | 5,010 | 18,040 |
Total current assets | 1,559,719 | 1,274,193 |
Financial royalty assets, net | 13,465,407 | 14,088,655 |
Equity securities | 277,217 | 199,487 |
Available for sale debt securities | 473,700 | 437,100 |
Equity method investments | 350,355 | 375,894 |
Other assets | 4,488 | 6,522 |
Total assets | 16,130,886 | 16,381,851 |
Current liabilities | ||
Distributions payable to legacy non-controlling interests | 91,409 | 83,155 |
Accounts payable and accrued expenses | 11,551 | 15,165 |
Interest payable | 12,595 | 51,682 |
Other current liabilities | 9,019 | 11,375 |
Total current liabilities | 124,574 | 161,377 |
Long-term debt | 6,139,376 | 6,135,285 |
Other liabilities | 3,220 | 900 |
Total liabilities | 6,267,170 | 6,297,562 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Deferred shares, $0.000001 par value; issued and outstanding: 2024–388,927 and 2023–384,640 | 0 | 0 |
Additional paid-in capital | 4,074,849 | 4,011,435 |
Retained earnings | 2,427,448 | 2,517,583 |
Non-controlling interests | 3,363,965 | 3,557,792 |
Treasury interests | (2,654) | (2,629) |
Total shareholders’ equity | 9,863,716 | 10,084,289 |
Total liabilities and shareholders’ equity | 16,130,886 | 16,381,851 |
Class A Ordinary Shares | ||
Shareholders’ equity | ||
Common stock | 45 | 45 |
Class B Ordinary Shares | ||
Shareholders’ equity | ||
Common stock | 0 | 0 |
Class R Redeemable Shares | ||
Shareholders’ equity | ||
Common stock | $ 63 | $ 63 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) shares in Thousands | Mar. 31, 2024 $ / shares shares | Mar. 31, 2024 £ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2023 £ / shares shares |
Deferred stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | ||
Deferred stock, issued (in shares) | 388,927 | 388,927 | 384,640 | 384,640 |
Deferred stock, outstanding (in shares) | 388,927 | 388,927 | 384,640 | 384,640 |
Class A Ordinary Shares | ||||
Common stock, par value (in dollars/pounds per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, issued (in shares) | 450,981 | 450,981 | 446,692 | 446,692 |
Common stock, outstanding (in shares) | 450,981 | 450,981 | 446,692 | 446,692 |
Class B Ordinary Shares | ||||
Common stock, par value (in dollars/pounds per share) | $ / shares | $ 0.000001 | $ 0.000001 | ||
Common stock, issued (in shares) | 146,456 | 146,456 | 150,743 | 150,743 |
Common stock, outstanding (in shares) | 146,456 | 146,456 | 150,743 | 150,743 |
Class R Redeemable Shares | ||||
Common stock, par value (in dollars/pounds per share) | £ / shares | £ 1 | £ 1 | ||
Common stock, issued (in shares) | 50 | 50 | 50 | 50 |
Common stock, outstanding (in shares) | 50 | 50 | 50 | 50 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues | $ 567,978 | $ 683,971 |
Operating expenses | ||
Provision for changes in expected cash flows from financial royalty assets | 583,600 | 118,804 |
Research and development funding expense | 500 | 500 |
General and administrative expenses | 57,652 | 85,695 |
Total operating expenses, net | 641,752 | 204,999 |
Operating (loss)/income | (73,774) | 478,972 |
Other expense/(income) | ||
Equity in losses/(earnings) of equity method investees | 14,149 | (34,606) |
Interest expense | 44,232 | 46,950 |
Gains on derivative financial instruments | 0 | (7,090) |
(Gains)/losses on equity securities | (77,730) | 10,818 |
Gains on available for sale debt securities | (46,420) | (32,300) |
Interest income | (7,417) | (16,702) |
Other non-operating expense, net | 3,685 | 2,813 |
Total other income, net | (69,501) | (30,117) |
Consolidated net (loss)/income before tax | (4,273) | 509,089 |
Income tax expense | 0 | 0 |
Consolidated net (loss)/income | (4,273) | 509,089 |
Net (loss)/income attributable to non-controlling interests | (9,051) | 168,334 |
Net income attributable to Royalty Pharma plc | $ 4,778 | $ 340,755 |
Earnings per Class A ordinary share: | ||
Basic (in dollars per share) | $ 0.01 | $ 0.76 |
Diluted (in dollars per share) | $ 0.01 | $ 0.76 |
Weighted average Class A ordinary shares outstanding: | ||
Basic (in shares) | 448,623 | 445,612 |
Diluted (in shares) | 597,479 | 607,251 |
Financial Royalty Assets | ||
Revenues | $ 541,546 | $ 664,687 |
Other Royalty Income | ||
Revenues | $ 26,432 | $ 19,284 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Class R Redeemable Shares | Common Stock Class A Ordinary Shares | Common Stock Class B Ordinary Shares | Common Stock Class R Redeemable Shares | Deferred Shares | Additional Paid-in Capital | Retained Earnings | Non-Controlling Interests | Treasury Interests |
Beginning balance (in shares) at Dec. 31, 2022 | 443,166 | 164,058 | 50 | 371,325 | ||||||
Beginning balance at Dec. 31, 2022 | $ 9,525,373 | $ 44 | $ 0 | $ 63 | $ 0 | $ 3,666,160 | $ 1,964,689 | $ 3,897,223 | $ (2,806) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Contributions | 4,709 | 4,709 | ||||||||
Distributions | (129,111) | (129,111) | ||||||||
Dividends | (88,633) | (88,633) | ||||||||
Other exchanges (in shares) | 5,119 | (5,119) | 5,119 | |||||||
Other exchanges | 0 | $ 1 | 72,925 | (72,904) | (22) | |||||
Share-based compensation and related issuances of Class A ordinary shares (in shares) | 2 | |||||||||
Share-based compensation and related issuances of Class A ordinary shares | 573 | 573 | ||||||||
Net income/(loss) | 509,089 | 340,755 | 168,334 | |||||||
Ending balance (in shares) at Mar. 31, 2023 | 448,287 | 158,939 | 50 | 376,444 | ||||||
Ending balance at Mar. 31, 2023 | 9,822,000 | $ 45 | $ 0 | $ 63 | $ 0 | 3,739,658 | 2,216,811 | 3,868,251 | (2,828) | |
Beginning balance (in shares) at Dec. 31, 2023 | 446,692 | 150,743 | 50 | 384,640 | ||||||
Beginning balance at Dec. 31, 2023 | 10,084,289 | $ 45 | $ 0 | $ 63 | $ 0 | 4,011,435 | 2,517,583 | 3,557,792 | (2,629) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Contributions | 2,412 | 2,412 | ||||||||
Distributions | (124,411) | (124,411) | ||||||||
Dividends | (93,805) | (93,805) | ||||||||
Other exchanges (in shares) | 4,287 | (4,287) | 4,287 | |||||||
Other exchanges | 0 | 62,802 | (62,777) | (25) | ||||||
Share-based compensation and related issuances of Class A ordinary shares (in shares) | 2 | |||||||||
Share-based compensation and related issuances of Class A ordinary shares | 612 | 612 | ||||||||
Net income/(loss) | (4,273) | 4,778 | (9,051) | |||||||
Purchase of non-controlling interest in RPCT | (1,108) | (1,108) | ||||||||
Ending balance (in shares) at Mar. 31, 2024 | 50 | 450,981 | 146,456 | 50 | 388,927 | |||||
Ending balance at Mar. 31, 2024 | $ 9,863,716 | $ 45 | $ 0 | $ 63 | $ 0 | $ 4,074,849 | $ 2,427,448 | $ 3,363,965 | $ (2,654) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Dividends declared and paid (in dollars per share) | $ 0.21 | |
Class A Ordinary Shares | ||
Dividends declared and paid (in dollars per share) | $ 0.21 | $ 0.20 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Cash collections from financial royalty assets | $ 744,949 | $ 1,151,635 |
Cash collections from intangible royalty assets | 13,544 | 617 |
Other royalty cash collections | 26,311 | 19,685 |
Distributions from equity method investees | 13,396 | 16,267 |
Interest received | 6,430 | 15,568 |
Development-stage funding payments - ongoing | (500) | (500) |
Payments for operating and professional costs | (60,521) | (86,846) |
Interest paid | (78,971) | (82,589) |
Net cash provided by operating activities | 664,638 | 1,033,837 |
Cash flows from investing activities: | ||
Distributions from equity method investees | 4,965 | 34,767 |
Investments in equity method investees | (6,971) | (3,579) |
Proceeds from available for sale debt securities | 1,440 | 0 |
Proceeds from sales and maturities of marketable securities | 0 | 24,391 |
Acquisitions of financial royalty assets | (86,084) | (601,705) |
Milestone payments | 0 | (12,400) |
Net cash used in investing activities | (86,650) | (558,526) |
Cash flows from financing activities: | ||
Distributions to legacy non-controlling interests - Portfolio Receipts | (87,608) | (91,938) |
Distributions to legacy non-controlling interests - other | (32,011) | (33,394) |
Dividends to shareholders | (93,805) | (88,633) |
Contributions from legacy non-controlling interests - R&D | 88 | 279 |
Contributions from non-controlling interests - other | 1,338 | 3,313 |
Net cash used in financing activities | (211,998) | (210,373) |
Net change in cash and cash equivalents | 365,990 | 264,938 |
Cash and cash equivalents, beginning of period | 477,010 | 1,710,751 |
Cash and cash equivalents, end of period | $ 843,000 | $ 1,975,689 |
Organization and Purpose
Organization and Purpose | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Purpose | Organization and Purpose Royalty Pharma plc is a public limited company that was incorporated under the laws of England and Wales to facilitate the initial public offering (“IPO”) of our Class A ordinary shares. “Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma plc and its subsidiaries on a consolidated basis. We control Royalty Pharma Holdings Ltd (“RP Holdings”), a private limited company incorporated under the laws of England and Wales and U.K. tax resident, through our ownership of RP Holdings’ Class A ordinary shares (the “RP Holdings Class A Interests”) and RP Holdings’ Class B ordinary shares (the “RP Holdings Class B Interests”). We conduct our business through RP Holdings and its subsidiaries. RP Holdings is the sole owner of Royalty Pharma Investments 2019 ICAV (“RPI 2019 ICAV”), which is an Irish collective asset management vehicle, and is the successor to Royalty Pharma Investments, an Irish unit trust (“Old RPI”). RP Holdings is owned by Royalty Pharma plc, and, indirectly, by RPI US Partners 2019, LP, a Delaware limited partnership, and RPI International Holdings 2019, LP, a Cayman Islands exempted limited partnership (together, the “Continuing Investors Partnerships”). Prior to the Exchange Offer (defined below), Old RPI was owned by various partnerships (the “Legacy Investors Partnerships”). RP Management, LLC (the “Manager”), a Delaware limited liability company, is responsible for our management, including our day-to-day operations, pursuant to advisory and management agreements (collectively, the “Management Agreement”). We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. We fund innovation in the biopharmaceutical industry both directly and indirectly—directly when we partner with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when we acquire existing royalties from the original innovators. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Preparation and Use of Estimates The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist of normal and recurring adjustments. Certain information and footnote disclosures have been condensed or omitted as permitted under GAAP. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023, included in our Annual Report on Form 10-K. The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of income, revenues and expenses during the reporting period. Actual results may differ from those estimates. The results for the interim periods are not necessarily indicative of results for the full year. Basis of Consolidation The unaudited condensed consolidated financial statements include the accounts of Royalty Pharma and all majority-owned and controlled subsidiaries, as well as variable interest entities, where we are the primary beneficiary. We consolidate based upon evaluation of our power, through voting rights or similar rights, to direct the activities of another entity that most significantly impact the entity’s economic performance. For consolidated entities where we own or are exposed to less than 100% of the economics, we record Net (loss)/income attributable to non-controlling interests in our condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. We consummated an exchange offer on February 11, 2020 (the “Exchange Offer”) to facilitate the IPO. Through the Exchange Offer, investors which represented 82% of the aggregate limited partnership in the Legacy Investors Partnerships exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in the Continuing Investors Partnerships. Following the Exchange Offer, we became the indirect owner of an 82% economic interest in Old RPI through our subsidiary RPI 2019 Intermediate Finance Trust, a Delaware statutory trust. We are entitled to 82% of the economics of Old RPI’s wholly-owned subsidiary RPI Finance Trust, a Delaware statutory trust (“RPIFT”), and 66% of Royalty Pharma Collection Trust, a Delaware statutory trust (“RPCT”). Prior to December 29, 2023, the remaining 34% of RPCT was owned by the Legacy Investors Partnerships and Royalty Pharma Select Finance Trust, a Delaware statutory trust (“RPSFT”), which was wholly owned by Royalty Pharma Select, an Irish unit trust. In 2022, we became an indirect owner of an 82% economic interest in Royalty Pharma Investments ICAV (“RPI ICAV”), which was previously owned directly by Old RPI. In December 2023, RPI 2019 ICAV acquired the remaining interest in RPCT owned by RPSFT and, as such, RPSFT no longer holds a non-controlling interest in RPCT. Prior to December 2023, we reported non-controlling interest related to a de minimis interest in RPCT held by RPSFT (together with the Legacy Investors Partnership’s interest in Old RPI and RPI ICAV, the “legacy non-controlling interests”), which also existed prior to our IPO. As of December 31, 2023, we report three non-controlling interests: (1) the Legacy Investors Partnerships’ ownership of approximately 18% in Old RPI and RPI ICAV, which existed prior to our IPO, and, following the consummation of our IPO, (2) the Continuing Investors Partnerships’ indirect ownership in RP Holdings through their indirect ownership of RP Holdings Class B Interests (the “continuing non-controlling interests”) and (3) RPI EPA Holdings, LP’s (“EPA Holdings”) ownership of the RP Holdings’ Class C ordinary share (the “RP Holdings Class C Special Interest”). Income will not be allocated to EPA Holdings until certain performance conditions are met. All intercompany transactions and balances have been eliminated in consolidation. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. Concentrations of Credit Risk Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, available for sale debt securities, financial royalty assets and receivables. Our cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds are needed for operations. Our cash and cash equivalents balances as of March 31, 2024 and December 31, 2023 were held with Bank of America, State Street, U.S. Bank, TD Bank, Citibank, DNB Bank and Scotiabank. Our primary operating accounts significantly exceed the Federal Deposit Insurance Corporation limits. The majority of our financial royalty assets and receivables arise from contractual royalty agreements that entitle us to royalties on the sales of underlying biopharmaceutical products in the United States, Europe and the rest of the world, with concentrations of credit risk limited due to the broad range of marketers responsible for paying royalties to us and the variety of geographies from which our royalties on product sales are derived. The products in which we hold royalties are marketed by leading industry participants, including, among others, Vertex, GSK, Roche, Johnson & Johnson, Biogen, AbbVie, Astellas, Pfizer, Novartis and Gilead. As of March 31, 2024 and December 31, 2023, Vertex, as the marketer and payor of our royalties on the cystic fibrosis franchise, accounted for 34% and 32% of our current portion of financial royalty assets, respectively, and represented the largest individual marketer and payor of our royalties. We monitor the financial performance and creditworthiness of the counterparties to our royalty agreements so that we can properly assess and respond to changes in their credit profile. To date, we have not experienced any significant credit losses with respect to the collection of income or revenues on our royalty assets. Significant Accounting Policies There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the year ended December 31, 2023. |
Available for Sale Debt Securit
Available for Sale Debt Securities | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Available for Sale Debt Securities | Available for Sale Debt Securities Cytokinetics Commercial Launch Funding On January 7, 2022, we entered into a long-term funding agreement, which was later amended in 2022, with Cytokinetics, Incorporated (“Cytokinetics”). We agreed to provide funding of up to $300 million (“Cytokinetics Commercial Launch Funding”) in five tranches. The initial tranche of $50 million was funded upon closing. Cytokinetics is required to draw $50 million if a certain contingency is met and has the option to draw the remaining $200 million upon the occurrence of certain regulatory and clinical development milestones (“Cytokinetics Funding Commitments”). Because the regulatory milestones for the second and third tranches were not met, $75 million of the optional funding is not available. For tranches one, four and five, we expect to receive a return of 1.9 times the amount drawn over 34 consecutive quarterly payments beginning on the last business day of the seventh quarter following the quarter of the funding date of each tranche. In the fourth quarter of 2023, we began receiving quarterly payments on the return of the first tranche. As of March 31, 2024, $175 million remained available under the Cytokinetics Funding Commitments. We elected the fair value option to account for the Cytokinetics Commercial Launch Funding due to the nature of the funding arrangement. The funded Cytokinetics Commercial Launch Funding is recorded within Available for sale debt securities on the condensed consolidated balance sheets. The Cytokinetics Funding Commitments, which include options and forwards over the subsequent tranches, are recognized at fair value within Other liabilities on the condensed consolidated balance sheets. The changes in the fair value of the funded Cytokinetics Commercial Launch Funding and the Cytokinetics Funding Commitments are recorded within Gains on available for sale debt securities in the condensed consolidated statements of operations. MorphoSys Development Funding Bonds On June 2, 2021, we announced a long-term strategic funding agreement with MorphoSys AG (“MorphoSys”) to support its acquisition of Constellation Pharmaceuticals, Inc. In September 2022, we provided MorphoSys funding of $300 million (“Development Funding Bonds”). We expect to receive a return of 2.2 times the Development Funding Bonds, payable on a quarterly basis over nine years, with the first payment beginning in the fourth quarter of 2024. We elected the fair value option to account for the Development Funding Bonds as it most accurately reflects the nature of these instruments. The Development Funding Bonds are recorded within Available for sale debt securities on the condensed consolidated balance sheets. The changes in the fair value of the Development Funding Bonds are recorded within Gains on available for sale debt securities in the condensed consolidated statements of operations. The table below summarizes our available for sale debt securities recorded at fair value (in thousands): Cost Unrealized Gains Fair Value Current Assets Non-Current Assets Non-Current Liabilities Total As of March 31, 2024 Debt securities (1) $ 359,923 $ 142,777 $ 502,700 $ 29,000 $ 473,700 $ — $ 502,700 Funding commitments (2) (7,300) 4,080 (3,220) — — (3,220) (3,220) Total available for sale debt securities $ 352,623 $ 146,857 $ 499,480 $ 29,000 $ 473,700 $ (3,220) $ 499,480 As of December 31, 2023 Debt securities (1) $ 359,667 $ 95,733 $ 455,400 $ 18,300 $ 437,100 $ — $ 455,400 Funding commitments (2) (7,300) 6,400 (900) — — (900) (900) Total available for sale debt securities $ 352,367 $ 102,133 $ 454,500 $ 18,300 $ 437,100 $ (900) $ 454,500 (1) The cost associated with the funded Cytokinetics Commercial Launch Funding reflects the fair value on the purchase date which is amortized as we received quarterly repayments on the first tranche. The cost of the Development Funding Bonds represents the amount funded. (2) Related to Cytokinetics Funding Commitments for which related tranches remain available as of the respective balance sheet dates. The cost associated with the Cytokinetics Funding Commitments represents the fair value on the purchase date. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): As of March 31, 2024 As of December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 581,666 $ — $ — $ 581,666 $ 157,420 $ — $ — $ 157,420 Available for sale debt securities (2) — — 29,000 29,000 — — 18,300 18,300 Total current assets $ 581,666 $ — $ 29,000 $ 610,666 $ 157,420 $ — $ 18,300 $ 175,720 Equity securities (3) 277,217 — — 277,217 199,190 — 297 199,487 Available for sale debt securities (2) — — 473,700 473,700 — — 437,100 437,100 Royalty at fair value (3) — — — — — — 1,778 1,778 Total non-current assets $ 277,217 $ — $ 473,700 $ 750,917 $ 199,190 $ — $ 439,175 $ 638,365 Liabilities: Funding commitments (4) — — (3,220) (3,220) — — (900) (900) Total non-current liabilities $ — $ — $ (3,220) $ (3,220) $ — $ — $ (900) $ (900) (1) Recorded within Cash and cash equivalents on the condensed consolidated balance sheets. (2) Reflects the fair value of the Development Funding Bonds and the funded Cytokinetics Commercial Launch Funding. (3) Fair values reflected within Level 3 are related to equity securities and a revenue participation right acquired from ApiJect Holdings, Inc. (“ApiJect”). We estimated the fair values related to both instruments using a discounted cash flow with Level 3 inputs including forecasted cash flows and the weighted average cost of capital. The revenue participation right was recorded within Other assets on the condensed consolidated balance sheet as of December 31, 2023. See Note 7–Non-Consolidated Affiliates for additional discussion. (4) Related to the fair value of the Cytokinetics Funding Commitments recorded within Other liabilities on the condensed consolidated balance sheets. For the first quarter of 2024 and 2023, we recognized gains of $77.7 million and losses of $10.8 million, respectively, on equity securities still held as of March 31, 2024. The tables presented below summarize the change in the combined fair value (current and non-current) of Level 3 financial instruments (in thousands): For the Three Months Ended March 31, 2024 Equity Securities Debt Securities Funding Commitments Royalty at Fair Value Balance at the beginning of the period $ 297 $ 455,400 $ (900) $ 1,778 Losses on equity securities (297) — — — Gains/(losses) on available for sale debt securities included in earnings — 48,740 (2,320) — Other non-operating expense — — — (1,778) Redemptions (1) — (1,440) — — Balance at the end of the period $ — $ 502,700 $ (3,220) $ — (1) Amount relates to the quarterly repayment from the first tranche of the Cytokinetics Commercial Launch Funding. For the Three Months Ended March 31, 2023 Equity Securities Debt Securities Funding Commitments Derivative Instruments (1) Royalty at Fair Value Balance at the beginning of the period $ 8,472 $ 227,600 $ (2,500) $ 96,610 $ 14,500 Losses on equity securities (437) — — — — Gains on derivative financial instruments — — — 7,090 — Gains/(losses) on available for sale debt securities included in earnings — 42,100 (9,800) — — Other non-operating expense — — — — (256) Settlements — — — (94,320) — Balance at the end of the period $ 8,035 $ 269,700 $ (12,300) $ 9,380 $ 14,244 (1) Represents the embedded derivative instruments related to our option to accelerate the zavegepant milestone payments into a single payment. In March 2023, the U.S. Food and Drug Administration (“FDA”) approved Zavzpret, the intranasal formulation of zavegepant, and we received a $475 million milestone payment which resulted in partial settlement of the derivative instruments. Valuation Inputs for Recurring Fair Value Measurements Below is a discussion of the valuation inputs used for financial instruments classified as Level 3 measurement as of March 31, 2024 and December 31, 2023 in the fair value hierarchy. As of March 31, 2024 and December 31, 2023, we did not have any financial instruments recorded at fair value using Level 2 inputs. Cytokinetics Commercial Launch Funding and Cytokinetics Funding Commitments We estimated the fair value of the funded Cytokinetics Commercial Launch Funding as of March 31, 2024 and December 31, 2023 by utilizing probability-adjusted discounted cash flow calculations using Level 3 inputs, including an estimated risk-adjusted discount rate and the probability that there will be a change of control event, which would result in accelerated payments. Developing a risk-adjusted discount rate and assessing the probability that there will be a change of control event over the duration of the Cytokinetics Commercial Launch Funding require significant judgement. Our estimate of the risk-adjusted discount rate could reasonably be different than the discount rate selected by a market participant, which would mean that the estimated fair value could be significantly higher or lower. Our expectation of the probability and timing of the occurrence of a change of control event could reasonably be different than the timing of an actual change of control event, and if so, would mean that the estimated fair value could be significantly higher or lower than the fair value determined by management at any particular date. We estimated the fair value of the Cytokinetics Funding Commitments as of March 31, 2024 and December 31, 2023 using a Monte Carlo simulation methodology that includes simulating the interest rate movements using a Geometric Brownian Motion-based pricing model. This methodology simulates the likelihood of future discount rates exceeding the counterparty’s assumed cost of debt, which would impact Cytokinetics’ decision to exercise its option to draw on each respective tranche. As of March 31, 2024 and December 31, 2023, this methodology incorporates Level 3 fair value measurements and inputs, including the probability of a change of control event occurring during the investment term, an assumed interest rate volatility of 37.5% as of each date and an assumed risk-adjusted discount rate of 11.7% and 10.9%, respectively. We also assumed probabilities for the occurrence of each regulatory or clinical milestone, which impacts the availability of each future tranche of funding. Our estimate of expectation of the probability and timing of the occurrence of a change of control event, the risk-adjusted discount rate, the interest rate volatility and the probabilities of each underlying milestone could reasonably be different than the assumptions selected by a market participant, which would mean that the estimated fair value could be significantly higher or lower. MorphoSys Development Funding Bonds We estimated the fair value of the Development Funding Bonds as of March 31, 2024 and December 31, 2023 based on a discounted cash flow calculation using estimated risk-adjusted discount rates, which are Level 3 fair value inputs. Our estimate of the risk adjusted discount rates could reasonably be different than the discount rates selected by a market participant, which would mean that the estimated fair value could be significantly higher or lower. Financial Assets Not Measured at Fair Value Financial royalty assets are measured and carried on the condensed consolidated balance sheets at amortized cost using the effective interest method. Financial royalty assets do not include development stage products for which the purchase price was expensed as upfront research and development (“R&D”) upon acquisition, or for which we provide and expense ongoing R&D funding. Refer to Note 8–Research and Development Funding Expense for additional discussion. The fair value of financial royalty assets is classified as Level 3 within the fair value hierarchy since it is determined based on inputs that are both significant and unobservable. Management calculates the fair value of financial royalty assets using forecasted royalty receipts based on the projected product sales for all royalty bearing products which are estimated using sell-side equity research analysts’ consensus sales forecasts. These projected future royalty receipts by asset, along with any projected incoming or outgoing milestone payments, are then discounted to a present value using appropriate individual discount rates. The current portion of financial royalty assets included approximately 13.2% and 10.1% attributable to legacy non-controlling interests as of March 31, 2024 and December 31, 2023, respectively. The fair value of the non-current portion of financial royalty assets included approximately 9.2% and 9.4% attributable to legacy non-controlling interests as of March 31, 2024 and December 31, 2023, respectively. The estimated fair values and related carrying values of the current and non-current portions of financial royalty assets are presented below (in thousands): As of March 31, 2024 As of December 31, 2023 Financial Royalty Assets Fair Value Carrying Value, Net Fair Value Carrying Value, Net Current $ 660,482 $ 660,482 $ 738,438 $ 738,438 Non-current 18,546,190 13,465,407 19,077,706 14,088,655 Total financial royalty assets $ 19,206,672 $ 14,125,889 $ 19,816,144 $ 14,827,093 |
Financial Royalty Assets
Financial Royalty Assets | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Financial Royalty Assets | Financial Royalty Assets Financial royalty assets consist of contractual rights to cash flows relating to royalties derived from the expected sales of patent-protected biopharmaceutical products that entitle us and our subsidiaries to receive a portion of income from the sale of such products by third parties. The gross carrying value, cumulative allowance for changes in expected cash flows, exclusive of the allowance for credit losses, and net carrying value for the current and non-current portion of financial royalty assets are as follows (in thousands): As of March 31, 2024 Estimated Royalty Duration (1) Gross Carrying Value Cumulative Allowance for Changes in Expected Cash Flows (Note 6) Net Carrying Value (4) Cystic fibrosis franchise 2039-2041 (2) $ 5,266,693 $ (393,000) $ 4,873,693 Evrysdi 2035-2036 1,803,179 (24,931) 1,778,248 Trelegy 2029-2030 1,171,848 — 1,171,848 Tysabri (3) 1,460,897 (451,755) 1,009,142 Tremfya 2031-2032 927,609 (137,217) 790,392 Xtandi 2027-2028 878,728 (252,310) 626,418 Other 2024-2041 6,265,680 (2,252,494) 4,013,186 Total $ 17,774,634 $ (3,511,707) $ 14,262,927 Less: Cumulative allowance for credit losses (Note 6) (137,038) Total current and non-current financial royalty assets, net $ 14,125,889 (1) Durations shown represent our estimates as of the current reporting date of when a royalty will substantially end, which may vary by geography and may depend on clinical trial results, regulatory approvals, contractual terms, commercial developments, estimates of regulatory exclusivity and patent expiration dates (which may include estimated patent term extensions) or other factors. There can be no assurances that our royalties will expire when expected. (2) Royalty is perpetual; range shown assumes approval of the vanzacaftor/tezacaftor/deutivacaftor combination product and represents expected patent expiration and potential sales decline based on timing of potential generic entry. (3) RPIFT acquired a perpetual royalty on net sales of Tysabri. We have applied an end date of 2031 for purposes of accreting income over the royalty term, which is periodically reviewed. (4) The net carrying value by asset is presented before the allowance for credit losses. Refer to Note 6–Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets for additional information. As of March 31, 2024, the balance of $14.1 billion above for total current and non-current financial royalty assets, net included $629.6 million in unapproved financial royalty assets held at cost primarily related to olpasiran, pelacarsen, KarXT and seltorexant. As of December 31, 2023 Estimated Royalty Duration (1) Gross Carrying Value Cumulative Allowance for Changes in Expected Cash Flows (Note 6) Net Carrying Value (4) Cystic fibrosis franchise 2037 (2) $ 5,288,833 $ (2,539) $ 5,286,294 Evrysdi 2035-2036 1,793,088 — 1,793,088 Trelegy 2029-2030 1,208,807 — 1,208,807 Tysabri (3) 1,511,957 (434,568) 1,077,389 Tremfya 2031-2032 927,488 (120,733) 806,755 Xtandi 2027-2028 911,045 (268,701) 642,344 Other 2024-2041 6,251,020 (2,100,897) 4,150,123 Total $ 17,892,238 $ (2,927,438) $ 14,964,800 Less: Cumulative allowance for credit losses (Note 6) (137,707) Total current and non-current financial royalty assets, net $ 14,827,093 (1) Durations shown represent our estimates as of December 31, 2023 of when a royalty will substantially end, which may vary by geography and may depend on clinical trial results, regulatory approvals, contractual terms, commercial developments, estimates of regulatory exclusivity and patent expiration dates (which may include estimated patent term extensions) or other factors. There can be no assurances that our royalties will expire when expected. (2) Royalty is perpetual; year shown represents Trikafta’s expected patent expiration and potential sales decline based on timing of potential generic entry. (3) RPIFT acquired a perpetual royalty on net sales of Tysabri. We have applied an end date of 2031 for purposes of accreting income over the royalty term, which is periodically reviewed. (4) The net carrying value by asset is presented before the allowance for credit losses. Refer to Note 6–Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets for additional information. |
Cumulative Allowance and the Pr
Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets | Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets The cumulative allowance for changes in expected future cash flows from financial royalty assets is presented net within the non-current portion of financial royalty assets on the condensed consolidated balance sheets and includes the following: • the movement in the cumulative allowance related to changes in forecasted royalty payments expected to be received based on projected product sales for royalty bearing products which are estimated by sell-side equity research analysts’ consensus sales forecasts, • the write-off of cumulative allowance at the end of a royalty asset’s life which only impacts the condensed consolidated balance sheets, and • the movement in the cumulative allowance for current expected credit losses, primarily associated with new financial royalty assets with limited protective rights and changes in the underlying cash flow forecasts of financial royalty assets with limited protective rights. The following table sets forth the activity in the cumulative allowance for changes in expected cash flows from financial royalty assets, inclusive of the cumulative allowance for credit losses (in thousands): Activity for the Period Balance at December 31, 2023 (1) $ (3,065,145) Increases to the cumulative allowance for changes in expected cash flows from financial royalty assets (635,801) Decreases to the cumulative allowance for changes in expected cash flows from financial royalty assets 51,532 Current period provision for credit losses, net 669 Balance at March 31, 2024 $ (3,648,745) (1) Includes $137.7 million related to cumulative allowance for credit losses. |
Non-Consolidated Affiliates
Non-Consolidated Affiliates | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Non-Consolidated Affiliates | Non-Consolidated Affiliates We have equity investments in certain entities at a level that provide us with significant influence. We account for such investments as equity method investments or as equity securities over which we have elected the fair value option. ApiJect In April 2022, we acquired common stock and a revenue participation right from ApiJect. We elected the fair value option to account for our investments in ApiJect because it is more reflective of current values for such investments. We are also required to purchase additional common stock from ApiJect if certain milestones are achieved. No amounts were due from or to ApiJect as of March 31, 2024 and December 31, 2023. Our equity investment in ApiJect and the revenue participation right had no remaining fair value as of March 31, 2024. The Legacy SLP Interest In connection with the Exchange Offer, we acquired a special limited partnership interest in the Legacy Investors Partnerships (the “Legacy SLP Interest”) from the Continuing Investors Partnerships for $303.7 million in exchange for issuing shares in our subsidiary. As a result, we became a special limited partner in the Legacy Investors Partnerships. The Legacy SLP Interest entitles us to the equivalent of performance distribution payments that would have been paid to the general partner of the Legacy Investors Partnerships and an income allocation on a similar basis. Our income allocation is equal to the general partner’s former contractual rights to the income of the Legacy Investors Partnerships, net of amortization of the basis difference. The Legacy SLP Interest is accounted for under the equity method as our Manager is also the Manager of the Legacy Investors Partnerships and has the ability to exercise significant influence. The Legacy Investors Partnerships no longer participate in investment opportunities from June 30, 2020 and, as such, the value of the Legacy SLP Interest is expected to decline over time. The Legacy Investors Partnerships also indirectly own a non-controlling interest in Old RPI and RPI ICAV. The income allocation from the Legacy SLP Interest is based on an estimate as the Legacy Investors Partnerships are private partnerships that report on a lag. Management’s estimate of equity in earnings from the Legacy SLP Interest for the current period will be updated for historical results in the subsequent period. Equity in earnings from the Legacy SLP Interest is recorded within Equity in losses/(earnings) of equity method investees. We recorded a loss allocation of $9.4 million and an income allocation of $1.7 million in the first quarter of 2024 and 2023, respectively. We collected cash receipts from the Legacy SLP Interest of $5.0 million and $2.6 million in the first quarter of 2024 and 2023, respectively. The Avillion Entities We account for our partnership interests in Avillion Financing I, LP and its related entities (“Avillion I”) and BAv Financing II, LP and its related entities (“Avillion II” and, together with Avillion I, the “Avillion Entities”) as equity method investments because RPIFT has the ability to exercise significant influence over the Avillion Entities. Equity in earnings from the Avillion Entities is recorded within Equity in losses/(earnings) of equity method investees. During the first quarter of 2024 and 2023, we recorded a loss allocation of $4.8 million and an income allocation of $32.9 million, respectively. On December 19, 2017, the FDA approved a supplemental New Drug Application for Pfizer’s Bosulif. Avillion I is eligible to receive fixed payments from Pfizer based on this approval under its co-development agreement with Pfizer. The only operations of Avillion I are the collection of cash and unwinding of the discount on the series of fixed annual payments due from Pfizer. We received distributions from Avillion I of $13.4 million and $13.6 million in the first quarter of 2024 and 2023, respectively. In May 2018, RPIFT entered into an agreement with Avillion II, which was subsequently amended, to fund a total of $155 million over multiple years for a portion of the costs of Phase 2 and 3 clinical trials to advance Airsupra, formerly known as PT027, which was approved by the FDA in January 2023. Avillion II is a party to a co-development agreement with AstraZeneca to develop Airsupra for the treatment of asthma in exchange for royalties, a series of success-based milestones and other potential payments. In the first quarter of 2023, AstraZeneca notified Avillion II that it elected to pay a fee of $80 million to Avillion II to exercise an option to commercialize Airsupra in the United States and we received our pro rata portion of the exercise fee of $34.8 million from Avillion II. |
Research and Development (R&D)
Research and Development (R&D) Funding Expense | 3 Months Ended |
Mar. 31, 2024 | |
Research and Development [Abstract] | |
Research and Development (R&D) Funding Expense | Research and Development (R&D) Funding Expense R&D funding expense consists of payments that we have made to counterparties to acquire royalties or milestones on product candidates. R&D funding expense includes development-stage funding payments made to counterparties on an upfront basis or upon pre-approval milestones, and development-stage funding payments that are made to counterparties over time as the related product candidates undergo clinical trials with our counterparties. During the first quarter of 2024 and 2023, we did not enter into any new ongoing R&D funding arrangements. We recognized R&D funding expense of $0.5 million in each of the first quarter of 2024 and 2023 related to ongoing development-stage funding payments. |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Our borrowings consisted of the following (in thousands): Type of Borrowing Date of Issuance Maturity As of March 31, 2024 As of December 31, 2023 Senior Unsecured Notes: $1,000,000, 1.20% (issued at 98.875% of par) 9/2020 9/2025 1,000,000 1,000,000 $1,000,000, 1.75% (issued at 98.284% of par) 9/2020 9/2027 1,000,000 1,000,000 $1,000,000, 2.20% (issued at 97.760% of par) 9/2020 9/2030 1,000,000 1,000,000 $600,000, 2.15% (issued at 98.263% of par) 7/2021 9/2031 600,000 600,000 $1,000,000, 3.30% (issued at 95.556% of par) 9/2020 9/2040 1,000,000 1,000,000 $1,000,000, 3.55% (issued at 95.306% of par) 9/2020 9/2050 1,000,000 1,000,000 $700,000, 3.35% (issued at 97.565% of par) 7/2021 9/2051 700,000 700,000 Unamortized debt discount and issuance costs (160,624) (164,715) Total debt carrying value 6,139,376 6,135,285 Less: Current portion of long-term debt — — Total long-term debt $ 6,139,376 $ 6,135,285 Senior Unsecured Notes We issued $1.3 billion and $6.0 billion of senior unsecured notes in 2021 (the “2021 Notes”) and 2020 (the “2020 Notes”), respectively. The 2021 Notes and 2020 Notes (the “Notes”) were issued at a total discount of $176.4 million and we capitalized approximately $52.7 million in debt issuance costs primarily composed of underwriting fees. The 2021 Notes were issued with a weighted average coupon rate and a weighted average effective interest rate of 2.80% and 3.06%, respectively. The 2020 Notes were issued with a weighted average coupon rate and a weighted average effective interest rate of 2.13% and 2.50%, respectively. Interest on each series of the Notes accrues at the respective rate per annum and is payable semi-annually in arrears on March 2 and September 2 of each year. In September 2023, we repaid $1.0 billion of senior unsecured notes upon maturity. The Notes may be redeemed at our option at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis at the treasury rate, plus a make-whole premium as defined in the indenture. In each case, accrued and unpaid interest is also required to be redeemed to the date of redemption. Upon the occurrence of a change of control triggering event and downgrade in the rating of our Notes by two of three credit agencies, the holders may require us to repurchase all or part of their Notes at a price equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. Our obligations under the Notes are fully and unconditionally guaranteed by RP Holdings, a non-wholly-owned subsidiary. We are required to comply with certain covenants under our Notes and as of March 31, 2024, we were in compliance with all applicable covenants. As of March 31, 2024 and December 31, 2023, the fair value of our outstanding Notes using Level 2 inputs was approximately $5.1 billion. Senior Unsecured Revolving Credit Facility Our subsidiary, RP Holdings, as borrower, initially entered into to the Amended and Restated Revolving Credit Agreement (the “Credit Agreement”) on September 15, 2021, which provides for an unsecured revolving credit facility (the “Revolving Credit Facility”). Amendment No. 3 to the Credit Agreement, which was entered into on December 22, 2023, increased the borrowing capacity to $1.8 billion for general corporate purposes with $1.69 billion of the revolving commitments maturing on December 22, 2028 and the remaining $110.0 million of revolving commitments maturing on October 31, 2027. On January 24, 2024, we entered into Amendment No. 4 to the Credit Agreement to make certain technical modifications. As of March 31, 2024 and December 31, 2023, there were no outstanding borrowings under the Revolving Credit Facility. The Revolving Credit Facility is subject to an interest rate, at our option, of either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime rate, (2) the federal funds rate plus 0.5% and (3) Term SOFR plus 1% or (b) Daily SOFR, Term SOFR, the Alternative Currency Term Rate or the Alternative Currency Daily Rate (each as defined in the Credit Agreement), plus in each case, the applicable margin. The applicable margin for the Revolving Credit Facility varies based on our public debt rating. Accordingly, the interest rates for the Revolving Credit Facility fluctuate during the term of the facility based on changes in the applicable interest rate and future changes in our public debt rating. The Credit Agreement that governs the Revolving Credit Facility contains certain customary covenants, that among other things, require us to maintain (i) a consolidated leverage ratio at or below 4.00 to 1.00 (or at or below 4.50 to 1.00 following a qualifying material acquisition) of consolidated funded debt to Adjusted EBITDA, each as defined and calculated as set forth in the Credit Agreement, (ii) a consolidated coverage ratio at or above 2.50 to 1.00 of Adjusted EBITDA to consolidated interest expense, each as defined and calculated as set forth in the Credit Agreement and (iii) a consolidated Portfolio Cash Flow Ratio at or below 5.00 to 1.00 (or at or below 5.50 to 1.00 following a qualifying material acquisition) of consolidated funded debt to Portfolio Cash Flow, each as defined and calculated as set forth in the Credit Agreement. All obligations under the Revolving Credit Facility are unconditionally guaranteed by us. Noncompliance with the leverage ratio, portfolio cash flow ratio and interest coverage ratio covenants under the Credit Agreement could result in our lenders requiring us to immediately repay all amounts borrowed. The Credit Agreement includes customary covenants for credit facilities of this type that limit our ability to engage in certain activities, such as incurring additional indebtedness, paying dividends, making certain payments and acquiring and disposing of assets. As of March 31, 2024, RP Holdings was in compliance with these covenants. Principal Payments on the Notes The future principal payments for our borrowings as of March 31, 2024 over the next five years and thereafter are as follows (in thousands): Year Principal Payments Remainder of 2024 $ — 2025 1,000,000 2026 — 2027 1,000,000 2028 — Thereafter 4,300,000 Total (1) $ 6,300,000 (1) |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Capital Structure We have two classes of voting shares: Class A ordinary shares and Class B ordinary shares, each of which has one vote per ordinary share. The Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of shareholders, except as otherwise required by applicable law. Our Class B ordinary shares are not publicly traded and holders of Class B ordinary shares only have limited rights to receive a distribution equal to their nominal value upon a liquidation, dissolution or winding up. As of March 31, 2024, we have 450,981 thousand Class A ordinary shares and 146,456 thousand Class B ordinary shares outstanding. An exchange agreement entered into by us, RP Holdings, the Continuing Investors Partnerships, RPI International Partners 2019, LP, RPI US Feeder 2019, LP, RPI International Feeder 2019, LP and EPA Holdings (as amended from time to time, the “Exchange Agreement”) governs the exchange of RP Holdings Class B Interests indirectly held by the Continuing Investors Partnerships for our Class A ordinary shares. Pursuant to the Exchange Agreement, RP Holdings Class B interests are exchangeable on a one-for-one basis for our Class A ordinary shares on a quarterly basis. Each such exchange also results in the re-designation of the same number of our Class B ordinary shares as deferred shares. Such deferred shares are non-voting and do not confer a right to participate in the profits of the Company or any right to receive dividends. As of March 31, 2024, we have 388,927 thousand deferred shares outstanding. In addition, we have in issue 50 thousand Class R redeemable shares, which do not entitle the holder to voting or dividend rights. As required by the U.K. Companies Act 2006, the Class R redeemable shares were issued to ensure Royalty Pharma Limited had sufficient sterling denominated share capital upon its re-registration in 2020 as Royalty Pharma plc, a public company. The Class R redeemable shares may be redeemed at our option in the future. Any such redemption would be at the nominal value of £1 each. Class A Ordinary Share Repurchases In March 2023, our board of directors authorized a share repurchase program under which we may repurchase up to $1.0 billion of our Class A ordinary shares. The authorization for the share repurchase program expires on June 23, 2027 and repurchases may be made in the open market or in privately negotiated transactions. In the first quarter of 2024 and 2023, we did not repurchase any Class A ordinary shares. Non-Controlling Interests The changes in the balances of our non-controlling interests are as follows (in thousands): Legacy Investors Partnerships Continuing Investors Partnerships EPA Holdings Total December 31, 2023 $ 1,339,716 $ 2,218,076 $ — $ 3,557,792 Contributions 1,293 1,119 — 2,412 Distributions (92,400) (32,011) — (124,411) Other exchanges — (62,777) — (62,777) Net (loss)/income (10,590) 1,539 — (9,051) March 31, 2024 $ 1,238,019 $ 2,125,946 $ — $ 3,363,965 RPSFT Legacy Investors Partnerships Continuing Investors Partnerships EPA Holdings Total December 31, 2022 $ (597) $ 1,527,887 $ 2,369,933 $ — $ 3,897,223 Contributions — 3,795 914 — 4,709 Distributions (568) (95,149) (33,394) — (129,111) Other exchanges — — (72,904) — (72,904) Net income 1,025 44,052 123,257 — 168,334 March 31, 2023 $ (140) $ 1,480,585 $ 2,387,806 $ — $ 3,868,251 Continuing Investors Partnerships The Continuing Investors Partnerships hold the number of our Class B ordinary shares equal to the number of RP Holdings Class B Interests indirectly held by them. As the Continuing Investors Partnerships exchange RP Holdings Class B Interests indirectly held by them for Class A ordinary shares, the Continuing Investors Partnerships’ indirect ownership in RP Holdings decreases. We operate and control the business affairs of RP Holdings through our ownership of RP Holdings Class A Interests and RP Holdings Class B Interests. In connection with our repurchase of Class A ordinary shares that began in the second quarter of 2023, RP Holdings also began to retire RP Holdings Class A Interests held by us which reduces our ownership in RP Holdings. The change in RP Holdings ownership between the Continuing Investors Partnerships and us as a result of (1) the exchanges of RP Holding Class B Interests for Class A ordinary shares and (2) retirement of RP Holdings Class A Interests is reflected through Other exchanges in the above tables and in our condensed consolidated statements of shareholders’ equity. As of March 31, 2024, the Continuing Investors Partnerships indirectly owned approximately 25% of RP Holdings with the remaining 75% owned by Royalty Pharma plc. As of March 31, 2023, the Continuing Investors Partnerships indirectly owned approximately 26% of RP Holdings with the remaining 74% owned by Royalty Pharma plc. RPSFT We historically reported a non-controlling interest related to a de minimis interest in RPCT held by RPSFT. In December 2023, we acquired the remaining interest in RPCT held by RPSFT by effectively purchasing the net assets of RPSFT and its parent entities, which primarily consisted of cash and RPSFT’s right to receive a portion of royalties received by RPCT. The purchase price of approximately $11.4 million was recorded within Other current liabilities on the condensed consolidated balance sheet as of December 31, 2023. The purchase price was subject to post-closing adjustments, primarily related to the final determination of net asset values and liquidation costs. In the first quarter of 2024, the purchase price was finalized at approximately $12.5 million and partially paid with $9.0 million remaining to be paid and recorded within Other current liabilities on the condensed consolidated balance sheet as of March 31, 2024. Following this transaction in December 2023, RPSFT no longer holds a non-controlling interest in RPCT. RP Holdings Class C Special Interest Held by EPA Holdings EPA Holdings, an affiliate of the Manager, is entitled to Equity Performance Awards (as defined below) through its RP Holdings Class C Special Interest based on our performance, as determined on a portfolio-by-portfolio basis. Investments made during each two-year period are grouped together as separate portfolios (each, a “Portfolio”). Subject to certain conditions, at the end of each fiscal quarter, EPA Holdings is entitled to a distribution from RP Holdings in respect of each Portfolio equal to 20% of the Net Economic Profit (defined as the aggregate cash receipts for all new portfolio investments in such Portfolio less Total Expenses (defined as interest expense, operating expense and recovery of acquisition cost in respect of such Portfolio)) for such Portfolio for the applicable measuring period (the “Equity Performance Awards”). The Equity Performance Awards will be allocated to EPA Holdings, as the holder of the RP Holdings Class C Special Interest, and recorded as Net (loss)/income attributable to non-controlling interests in the condensed consolidated statements of operations. The Equity Performance Awards will be payable in RP Holdings Class B Interests that will be exchanged upon issuance for Class A ordinary shares. EPA Holdings may also receive a periodic cash advance in respect of the RP Holdings Class C Special Interest to the extent necessary for EPA Holdings or any of its beneficial owners to pay when due any income tax imposed on it or them as a result of holding such RP Holdings Class C Special Interest. The Equity Performance Awards will be reflected as a transaction between equity holders in the condensed consolidated statements of shareholders’ equity and related periodic cash distributions will presented as a financing activity in the condensed consolidated statements of cash flows. We do not expect any material Equity Performance Awards to be payable until certain performance conditions discussed above are met. Similarly, we do not expect any material income to be allocated to EPA Holdings until such performance conditions are met. Dividends The holders of Class A ordinary shares are entitled to receive dividends subject to approval by our board of directors. The holders of Class B ordinary shares do not have any rights to receive dividends; however, RP Holdings Class B Interests are entitled to dividends and distributions from RP Holdings. In the first quarter of 2024, we declared and paid one quarterly cash dividend of $0.21 per Class A ordinary share in an aggregate amount of $93.8 million to holders of our Class A ordinary shares. 2020 Independent Directors Equity Incentive Plan and Share-based Compensation On June 15, 2020, our 2020 Independent Director Equity Incentive Plan was approved and became effective, whereby 800 thousand Class A ordinary shares were authorized for issuance in the form of RSUs to our independent directors. RSUs granted under the plan generally vest over one year with the associated share-based compensation expense recorded as part of General and administrative expenses in the condensed consolidated statements of operations. In the first quarter of 2024 and 2023, we did not recognize material share-based compensation expense. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share In the first quarter of 2024 and 2023, Class B ordinary shares contingently issuable to EPA Holdings were evaluated and were determined not to have any dilutive impact. The following table sets forth reconciliations of the numerators and denominators used to calculate basic and diluted earnings per Class A ordinary share (in thousands, except per share amounts): For the Three Months Ended March 31, 2024 2023 Numerator Consolidated net (loss)/income $ (4,273) $ 509,089 Less: Net income attributable to continuing non-controlling interests 1,539 123,257 Less: Net (loss)/income attributable to legacy non-controlling interests (10,590) 45,077 Net income attributable to Royalty Pharma plc - basic 4,778 340,755 Add: Reallocation of net income attributable to non-controlling interests from the assumed conversion of Class B ordinary shares 1,539 123,257 Net income attributable to Royalty Pharma plc - diluted $ 6,317 $ 464,012 Denominator Weighted average Class A ordinary shares outstanding - basic 448,623 445,612 Add: Dilutive effects as shown separately below Class B ordinary shares exchangeable for Class A ordinary shares 148,812 161,612 Unvested RSUs 44 27 Weighted average Class A ordinary shares outstanding - diluted 597,479 607,251 Earnings per Class A ordinary share - basic $ 0.01 $ 0.76 Earnings per Class A ordinary share - diluted $ 0.01 $ 0.76 |
Indirect Cash Flow
Indirect Cash Flow | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Indirect Cash Flow | Indirect Cash Flow Adjustments to reconcile consolidated net (loss)/income to net cash provided by operating activities are summarized below (in thousands): For the Three Months Ended March 31, 2024 2023 Cash flow from operating activities: Consolidated net (loss)/income $ (4,273) $ 509,089 Adjustments to reconcile consolidated net (loss)/income to net cash provided by operating activities: Income from financial royalty assets (541,546) (664,687) Provision for changes in expected cash flows from financial royalty assets 583,600 118,804 Amortization of debt discount and issuance costs 4,349 5,324 Gains on derivative financial instruments — (7,090) (Gains)/losses on equity securities (77,730) 10,818 Equity in losses/(earnings) of equity method investees 14,149 (34,606) Distributions from equity method investees 13,396 16,267 Share-based compensation 612 573 Gains on available for sale debt securities (46,420) (32,300) Other 3,047 3,147 Changes in operating assets and liabilities: Cash collected on financial royalty assets 744,949 1,151,635 Other royalty income receivable 178 (1,200) Other current assets 13,028 275 Accounts payable and accrued expenses (3,614) (1,249) Interest payable (39,087) (40,963) Net cash provided by operating activities $ 664,638 $ 1,033,837 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Cytokinetics Funding Commitments As of March 31, 2024, $125 million remained available under the Cytokinetics Funding Commitments and Cytokinetics is required to draw $50 million if a certain contingency is met. Teva Development Funding Commitments In November 2023, we entered into a funding agreement with Teva Pharmaceuticals International GmbH, a subsidiary of Teva Pharmaceutical Industries Ltd. (“Teva”) to acquire a royalty interest in olanzapine LAI (TEV-’749). Under this agreement, we are committed to fund up to $100 million of the ongoing development of TEV-’749, or $125 million upon mutual agreement with Teva. In the first quarter of 2024, we funded $35 million. Our funding to acquire the royalty interest is classified as a financial royalty asset. As of March 31, 2024, we had unfunded commitments of $65 million under this agreement. Other Commitments We have commitments to advance funds to counterparties through our investment in the Avillion Entities. Please refer to Note 7–Non-Consolidated Affiliates for details of these arrangements. We also have requirements to make Operating and Personnel Payments (defined below) over the life of the Management Agreement as described in Note 14–Related Party Transactions. Indemnifications In the ordinary course of our business, we may enter into contracts or agreements that contain customary indemnifications relating to such things as confidentiality agreements and representations as to corporate existence and authority to enter into contracts. The maximum exposure under such agreements is indeterminable until a claim, if any, is made. However, no such claims have been made against us to date and we believe that the likelihood of such proceedings taking place in the future is remote. Legal Proceedings |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Manager The Manager is the investment manager of Royalty Pharma plc and its subsidiaries. The managing member of the Manager, Pablo Legorreta, holds an interest in us and serves as our Chief Executive Officer and Chairman of our board of directors. In connection with the Exchange Offer, the Manager entered into the Management Agreement with us and our subsidiaries, the Continuing Investors Partnerships, and with the Legacy Investors Partnerships. Pursuant to the Management Agreement, we pay a quarterly operating and personnel payment to the Manager or its affiliates (“Operating and Personnel Payments”) equal to 6.5% of the cash receipts from Royalty Investments (as defined in the Management Agreement) for such quarter and 0.25% of the value of our security investments under GAAP as of the end of such quarter. The operating and personnel payment for Old RPI, an obligation of the Legacy Investors Partnerships and for which the expense is reflected on our consolidated net income, is calculated as the greater of $1 million per quarter and 0.3125% of royalties from Royalty Investments (as defined in the limited partnership agreements of the Legacy Investors Partnerships) during the previous twelve calendar months. Additionally, we also pay certain costs and expenses of the Manager. Total operating and personnel payments incurred, including the amounts attributable to Old RPI, are recognized within General and administrative expenses in the condensed consolidated statements of operations. During the first quarter of 2024 and 2023, total operating and personnel payments incurred, including the amounts attributable to Old RPI, were $48.3 million and $75.0 million, respectively. Distributions Payable to Legacy Non-Controlling Interests The contractual cash flows required to be distributed based on the Legacy Investors Partnerships’ non-controlling interest in Old RPI and RPI ICAV are presented in the Distributions payable to legacy non-controlling interests on the condensed consolidated balance sheets. Acquisition from Bristol Myers Squibb In November 2017, RPI Acquisitions (Ireland), Limited (“RPI Acquisitions”), a consolidated subsidiary, entered into a purchase agreement with Bristol Myers Squibb (“BMS”) to acquire from BMS a percentage of its future royalties on worldwide sales of Onglyza, Farxiga and related diabetes products marketed by AstraZeneca (the “Purchase Agreement”). On December 8, 2017, RPI Acquisitions entered into a purchase, sale and assignment agreement (“Assignment Agreement”) with a wholly-owned subsidiary of BioPharma Credit PLC (“BPCR”), an entity related to us. Under the terms of the Assignment Agreement, RPI Acquisitions assigned the benefit of 50% of the payment stream acquired from BMS to BPCR in consideration for BPCR meeting 50% of the funding obligations owed to BMS under the Purchase Agreement. As of March 31, 2024 and December 31, 2023, the financial royalty asset of $68.3 million and $75.6 million, respectively, on the condensed consolidated balance sheets represented only our right to the future payment streams acquired from BMS. Other Transactions In January 2024, we acquired a royalty interest in ecopipam which was previously owned by Psyadon Pharmaceuticals, Inc. (“Psyadon”). Errol De Souza, Ph.D., an independent director on our board of directors, was a shareholder of Psyadon. In connection with this transaction, Dr. De Souza received an upfront payment of $2.5 million and could receive milestone payments of up to $2.22 million in the future. Henry Fernandez, the lead independent director of our board of directors, serves as the chairman and chief executive officer of MSCI Inc. (“MSCI”). On April 16, 2021, we entered into an agreement with MSCI with an initial term of seven years to develop thematic life sciences indexes. In return, we will receive a percentage of MSCI’s revenues from those indexes. No amounts were due from MSCI as of both March 31, 2024 and December 31, 2023. The financial impact associated with this transaction has not been material to date. In connection with the Exchange Offer, we acquired the Legacy SLP Interest from the Continuing Investors Partnerships in exchange for issuing shares in our subsidiary. As a result, we became a special limited partner in the Legacy Investors Partnerships. The Legacy Investors Partnerships own a non-controlling interest in Old RPI and RPI ICAV. Refer to Note 7–Non-Consolidated Affiliates for additional discussion of the Legacy SLP Interest and our investments in other non-consolidated entities. RPIFT owns 27,210 limited partnership interests in the Continuing Investors Partnerships, whose only substantive operations are their investment in our subsidiaries. The total investment of $4.3 million was recorded as treasury interests, of which $1.6 million were held by non-controlling interests as of March 31, 2024 and December 31, 2023. Each Continuing Investor Partnership pays a pro rata portion based on its ownership percentage of RP Holdings of any costs and expenses in connection with the contemplation of, formation of, listing and ongoing operation of us and any of our subsidiaries, including any third-party expenses of managing us and any of our subsidiaries, such as accounting, audit, legal, reporting, compliance, administration (including directors’ fees), financial advisory, consulting, investor relations and insurance expenses relating to our affairs and those of any subsidiary. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In May 2024, we announced that we will acquire royalties and milestones on frexalimab, which is owned by ImmuNext, Inc., for approximately $525 million, including estimated transaction costs. Following the closing of the transaction, we are entitled to receive royalties on the annual worldwide net sales of frexalimab and milestones related to the achievement of certain commercial and regulatory events. Frexalimab, in development by Sanofi, is a second generation anti-CD40 ligand monoclonal antibody. Frexalimab is being evaluated in Phase 3 clinical studies for the treatment of multiple sclerosis and is in Phase 2 clinical studies for systemic lupus erythematosus and Type 1 Diabetes. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 4,778 | $ 340,755 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | The following table describes the written plans for the sale of our Class A ordinary shares adopted or terminated by our executive officers and directors during the first quarter of 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1 (each, a “Trading Plan”): Name and Title Action Adoption/ Termination Scheduled Expiration Date of Trading Plan (1) Maximum Shares Subject to Trading Plan Terrance Coyne Executive Vice President & Chief Financial Officer Termination March 6, 2024 October 17, 2024 480,000 Marshall Urist Executive Vice President, Research and Investments Termination March 21, 2024 December 30, 2024 46,667 (1) A Trading Plan may expire on an earlier date if all contemplated transactions are completed before such Trading Plan’s expiration date, upon termination by broker or the holder of the Trading Plan, or as otherwise provided in the Trading Plan. |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Marshall Urist [Member] | |
Trading Arrangements, by Individual | |
Name | Marshall Urist |
Title | Executive Vice President, Research and Investments |
Rule 10b5-1 Arrangement Terminated | true |
Termination Date | March 21, 2024 |
Arrangement Duration | 284 days |
Aggregate Available | 46,667 |
Terrance Coyne [Member] | |
Trading Arrangements, by Individual | |
Name | Terrance Coyne |
Title | Executive Vice President & Chief Financial Officer |
Rule 10b5-1 Arrangement Terminated | true |
Termination Date | March 6, 2024 |
Arrangement Duration | 225 days |
Aggregate Available | 480,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Preparation | The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist of normal and recurring adjustments. Certain information and footnote disclosures have been condensed or omitted as permitted under GAAP. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023, included in our Annual Report on Form 10-K. |
Use of Estimates | The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of income, revenues and expenses during the reporting period. Actual results may differ from those estimates. The results for the interim periods are not necessarily indicative of results for the full year. |
Basis of Consolidation | The unaudited condensed consolidated financial statements include the accounts of Royalty Pharma and all majority-owned and controlled subsidiaries, as well as variable interest entities, where we are the primary beneficiary. We consolidate based upon evaluation of our power, through voting rights or similar rights, to direct the activities of another entity that most significantly impact the entity’s economic performance. For consolidated entities where we own or are exposed to less than 100% of the economics, we record Net (loss)/income attributable to non-controlling interests in our condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. We consummated an exchange offer on February 11, 2020 (the “Exchange Offer”) to facilitate the IPO. Through the Exchange Offer, investors which represented 82% of the aggregate limited partnership in the Legacy Investors Partnerships exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in the Continuing Investors Partnerships. Following the Exchange Offer, we became the indirect owner of an 82% economic interest in Old RPI through our subsidiary RPI 2019 Intermediate Finance Trust, a Delaware statutory trust. We are entitled to 82% of the economics of Old RPI’s wholly-owned subsidiary RPI Finance Trust, a Delaware statutory trust (“RPIFT”), and 66% of Royalty Pharma Collection Trust, a Delaware statutory trust (“RPCT”). Prior to December 29, 2023, the remaining 34% of RPCT was owned by the Legacy Investors Partnerships and Royalty Pharma Select Finance Trust, a Delaware statutory trust (“RPSFT”), which was wholly owned by Royalty Pharma Select, an Irish unit trust. In 2022, we became an indirect owner of an 82% economic interest in Royalty Pharma Investments ICAV (“RPI ICAV”), which was previously owned directly by Old RPI. In December 2023, RPI 2019 ICAV acquired the remaining interest in RPCT owned by RPSFT and, as such, RPSFT no longer holds a non-controlling interest in RPCT. Prior to December 2023, we reported non-controlling interest related to a de minimis interest in RPCT held by RPSFT (together with the Legacy Investors Partnership’s interest in Old RPI and RPI ICAV, the “legacy non-controlling interests”), which also existed prior to our IPO. As of December 31, 2023, we report three non-controlling interests: (1) the Legacy Investors Partnerships’ ownership of approximately 18% in Old RPI and RPI ICAV, which existed prior to our IPO, and, following the consummation of our IPO, (2) the Continuing Investors Partnerships’ indirect ownership in RP Holdings through their indirect ownership of RP Holdings Class B Interests (the “continuing non-controlling interests”) and (3) RPI EPA Holdings, LP’s (“EPA Holdings”) ownership of the RP Holdings’ Class C ordinary share (the “RP Holdings Class C Special Interest”). Income will not be allocated to EPA Holdings until certain performance conditions are met. All intercompany transactions and balances have been eliminated in consolidation. |
Reclassification | Certain prior period amounts have been reclassified to conform to the current period presentation. |
Concentrations of Credit Risk | Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, available for sale debt securities, financial royalty assets and receivables. Our cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds are needed for operations. Our cash and cash equivalents balances as of March 31, 2024 and December 31, 2023 were held with Bank of America, State Street, U.S. Bank, TD Bank, Citibank, DNB Bank and Scotiabank. Our primary operating accounts significantly exceed the Federal Deposit Insurance Corporation limits. The majority of our financial royalty assets and receivables arise from contractual royalty agreements that entitle us to royalties on the sales of underlying biopharmaceutical products in the United States, Europe and the rest of the world, with concentrations of credit risk limited due to the broad range of marketers responsible for paying royalties to us and the variety of geographies from which our royalties on product sales are derived. The products in which we hold royalties are marketed by leading industry participants, including, among others, Vertex, GSK, Roche, Johnson & Johnson, Biogen, AbbVie, Astellas, Pfizer, Novartis and Gilead. As of March 31, 2024 and December 31, 2023, Vertex, as the marketer and payor of our royalties on the cystic fibrosis franchise, accounted for 34% and 32% of our current portion of financial royalty assets, respectively, and represented the largest individual marketer and payor of our royalties. We monitor the financial performance and creditworthiness of the counterparties to our royalty agreements so that we can properly assess and respond to changes in their credit profile. To date, we have not experienced any significant credit losses with respect to the collection of income or revenues on our royalty assets. |
Available for Sale Debt Secur_2
Available for Sale Debt Securities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available for Sale Debt Securities | The table below summarizes our available for sale debt securities recorded at fair value (in thousands): Cost Unrealized Gains Fair Value Current Assets Non-Current Assets Non-Current Liabilities Total As of March 31, 2024 Debt securities (1) $ 359,923 $ 142,777 $ 502,700 $ 29,000 $ 473,700 $ — $ 502,700 Funding commitments (2) (7,300) 4,080 (3,220) — — (3,220) (3,220) Total available for sale debt securities $ 352,623 $ 146,857 $ 499,480 $ 29,000 $ 473,700 $ (3,220) $ 499,480 As of December 31, 2023 Debt securities (1) $ 359,667 $ 95,733 $ 455,400 $ 18,300 $ 437,100 $ — $ 455,400 Funding commitments (2) (7,300) 6,400 (900) — — (900) (900) Total available for sale debt securities $ 352,367 $ 102,133 $ 454,500 $ 18,300 $ 437,100 $ (900) $ 454,500 (1) The cost associated with the funded Cytokinetics Commercial Launch Funding reflects the fair value on the purchase date which is amortized as we received quarterly repayments on the first tranche. The cost of the Development Funding Bonds represents the amount funded. (2) Related to Cytokinetics Funding Commitments for which related tranches remain available as of the respective balance sheet dates. The cost associated with the Cytokinetics Funding Commitments represents the fair value on the purchase date. |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Hierarchy | The following table summarizes assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): As of March 31, 2024 As of December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 581,666 $ — $ — $ 581,666 $ 157,420 $ — $ — $ 157,420 Available for sale debt securities (2) — — 29,000 29,000 — — 18,300 18,300 Total current assets $ 581,666 $ — $ 29,000 $ 610,666 $ 157,420 $ — $ 18,300 $ 175,720 Equity securities (3) 277,217 — — 277,217 199,190 — 297 199,487 Available for sale debt securities (2) — — 473,700 473,700 — — 437,100 437,100 Royalty at fair value (3) — — — — — — 1,778 1,778 Total non-current assets $ 277,217 $ — $ 473,700 $ 750,917 $ 199,190 $ — $ 439,175 $ 638,365 Liabilities: Funding commitments (4) — — (3,220) (3,220) — — (900) (900) Total non-current liabilities $ — $ — $ (3,220) $ (3,220) $ — $ — $ (900) $ (900) (1) Recorded within Cash and cash equivalents on the condensed consolidated balance sheets. (2) Reflects the fair value of the Development Funding Bonds and the funded Cytokinetics Commercial Launch Funding. (3) Fair values reflected within Level 3 are related to equity securities and a revenue participation right acquired from ApiJect Holdings, Inc. (“ApiJect”). We estimated the fair values related to both instruments using a discounted cash flow with Level 3 inputs including forecasted cash flows and the weighted average cost of capital. The revenue participation right was recorded within Other assets on the condensed consolidated balance sheet as of December 31, 2023. See Note 7–Non-Consolidated Affiliates for additional discussion. (4) Related to the fair value of the Cytokinetics Funding Commitments recorded within Other liabilities on the condensed consolidated balance sheets. |
Summary of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The tables presented below summarize the change in the combined fair value (current and non-current) of Level 3 financial instruments (in thousands): For the Three Months Ended March 31, 2024 Equity Securities Debt Securities Funding Commitments Royalty at Fair Value Balance at the beginning of the period $ 297 $ 455,400 $ (900) $ 1,778 Losses on equity securities (297) — — — Gains/(losses) on available for sale debt securities included in earnings — 48,740 (2,320) — Other non-operating expense — — — (1,778) Redemptions (1) — (1,440) — — Balance at the end of the period $ — $ 502,700 $ (3,220) $ — (1) Amount relates to the quarterly repayment from the first tranche of the Cytokinetics Commercial Launch Funding. For the Three Months Ended March 31, 2023 Equity Securities Debt Securities Funding Commitments Derivative Instruments (1) Royalty at Fair Value Balance at the beginning of the period $ 8,472 $ 227,600 $ (2,500) $ 96,610 $ 14,500 Losses on equity securities (437) — — — — Gains on derivative financial instruments — — — 7,090 — Gains/(losses) on available for sale debt securities included in earnings — 42,100 (9,800) — — Other non-operating expense — — — — (256) Settlements — — — (94,320) — Balance at the end of the period $ 8,035 $ 269,700 $ (12,300) $ 9,380 $ 14,244 (1) Represents the embedded derivative instruments related to our option to accelerate the zavegepant milestone payments into a single payment. In March 2023, the U.S. Food and Drug Administration (“FDA”) approved Zavzpret, the intranasal formulation of zavegepant, and we received a $475 million milestone payment which resulted in partial settlement of the derivative instruments. |
Summary of Fair Value Disclosure of Asset and Liability Not Measured at Fair Value | The estimated fair values and related carrying values of the current and non-current portions of financial royalty assets are presented below (in thousands): As of March 31, 2024 As of December 31, 2023 Financial Royalty Assets Fair Value Carrying Value, Net Fair Value Carrying Value, Net Current $ 660,482 $ 660,482 $ 738,438 $ 738,438 Non-current 18,546,190 13,465,407 19,077,706 14,088,655 Total financial royalty assets $ 19,206,672 $ 14,125,889 $ 19,816,144 $ 14,827,093 |
Financial Royalty Assets (Table
Financial Royalty Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Summary of Financial Royalty Assets, Net | The gross carrying value, cumulative allowance for changes in expected cash flows, exclusive of the allowance for credit losses, and net carrying value for the current and non-current portion of financial royalty assets are as follows (in thousands): As of March 31, 2024 Estimated Royalty Duration (1) Gross Carrying Value Cumulative Allowance for Changes in Expected Cash Flows (Note 6) Net Carrying Value (4) Cystic fibrosis franchise 2039-2041 (2) $ 5,266,693 $ (393,000) $ 4,873,693 Evrysdi 2035-2036 1,803,179 (24,931) 1,778,248 Trelegy 2029-2030 1,171,848 — 1,171,848 Tysabri (3) 1,460,897 (451,755) 1,009,142 Tremfya 2031-2032 927,609 (137,217) 790,392 Xtandi 2027-2028 878,728 (252,310) 626,418 Other 2024-2041 6,265,680 (2,252,494) 4,013,186 Total $ 17,774,634 $ (3,511,707) $ 14,262,927 Less: Cumulative allowance for credit losses (Note 6) (137,038) Total current and non-current financial royalty assets, net $ 14,125,889 (1) Durations shown represent our estimates as of the current reporting date of when a royalty will substantially end, which may vary by geography and may depend on clinical trial results, regulatory approvals, contractual terms, commercial developments, estimates of regulatory exclusivity and patent expiration dates (which may include estimated patent term extensions) or other factors. There can be no assurances that our royalties will expire when expected. (2) Royalty is perpetual; range shown assumes approval of the vanzacaftor/tezacaftor/deutivacaftor combination product and represents expected patent expiration and potential sales decline based on timing of potential generic entry. (3) RPIFT acquired a perpetual royalty on net sales of Tysabri. We have applied an end date of 2031 for purposes of accreting income over the royalty term, which is periodically reviewed. (4) The net carrying value by asset is presented before the allowance for credit losses. Refer to Note 6–Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets for additional information. As of March 31, 2024, the balance of $14.1 billion above for total current and non-current financial royalty assets, net included $629.6 million in unapproved financial royalty assets held at cost primarily related to olpasiran, pelacarsen, KarXT and seltorexant. As of December 31, 2023 Estimated Royalty Duration (1) Gross Carrying Value Cumulative Allowance for Changes in Expected Cash Flows (Note 6) Net Carrying Value (4) Cystic fibrosis franchise 2037 (2) $ 5,288,833 $ (2,539) $ 5,286,294 Evrysdi 2035-2036 1,793,088 — 1,793,088 Trelegy 2029-2030 1,208,807 — 1,208,807 Tysabri (3) 1,511,957 (434,568) 1,077,389 Tremfya 2031-2032 927,488 (120,733) 806,755 Xtandi 2027-2028 911,045 (268,701) 642,344 Other 2024-2041 6,251,020 (2,100,897) 4,150,123 Total $ 17,892,238 $ (2,927,438) $ 14,964,800 Less: Cumulative allowance for credit losses (Note 6) (137,707) Total current and non-current financial royalty assets, net $ 14,827,093 (1) Durations shown represent our estimates as of December 31, 2023 of when a royalty will substantially end, which may vary by geography and may depend on clinical trial results, regulatory approvals, contractual terms, commercial developments, estimates of regulatory exclusivity and patent expiration dates (which may include estimated patent term extensions) or other factors. There can be no assurances that our royalties will expire when expected. (2) Royalty is perpetual; year shown represents Trikafta’s expected patent expiration and potential sales decline based on timing of potential generic entry. (3) RPIFT acquired a perpetual royalty on net sales of Tysabri. We have applied an end date of 2031 for purposes of accreting income over the royalty term, which is periodically reviewed. (4) The net carrying value by asset is presented before the allowance for credit losses. Refer to Note 6–Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets for additional information. |
Cumulative Allowance and the _2
Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
Summary of Cumulative Allowance for Changes in Expected Cash Flows | The following table sets forth the activity in the cumulative allowance for changes in expected cash flows from financial royalty assets, inclusive of the cumulative allowance for credit losses (in thousands): Activity for the Period Balance at December 31, 2023 (1) $ (3,065,145) Increases to the cumulative allowance for changes in expected cash flows from financial royalty assets (635,801) Decreases to the cumulative allowance for changes in expected cash flows from financial royalty assets 51,532 Current period provision for credit losses, net 669 Balance at March 31, 2024 $ (3,648,745) (1) Includes $137.7 million related to cumulative allowance for credit losses. |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Borrowings | Our borrowings consisted of the following (in thousands): Type of Borrowing Date of Issuance Maturity As of March 31, 2024 As of December 31, 2023 Senior Unsecured Notes: $1,000,000, 1.20% (issued at 98.875% of par) 9/2020 9/2025 1,000,000 1,000,000 $1,000,000, 1.75% (issued at 98.284% of par) 9/2020 9/2027 1,000,000 1,000,000 $1,000,000, 2.20% (issued at 97.760% of par) 9/2020 9/2030 1,000,000 1,000,000 $600,000, 2.15% (issued at 98.263% of par) 7/2021 9/2031 600,000 600,000 $1,000,000, 3.30% (issued at 95.556% of par) 9/2020 9/2040 1,000,000 1,000,000 $1,000,000, 3.55% (issued at 95.306% of par) 9/2020 9/2050 1,000,000 1,000,000 $700,000, 3.35% (issued at 97.565% of par) 7/2021 9/2051 700,000 700,000 Unamortized debt discount and issuance costs (160,624) (164,715) Total debt carrying value 6,139,376 6,135,285 Less: Current portion of long-term debt — — Total long-term debt $ 6,139,376 $ 6,135,285 |
Summary of Repayments of Debt by Year | The future principal payments for our borrowings as of March 31, 2024 over the next five years and thereafter are as follows (in thousands): Year Principal Payments Remainder of 2024 $ — 2025 1,000,000 2026 — 2027 1,000,000 2028 — Thereafter 4,300,000 Total (1) $ 6,300,000 (1) |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Summary of Balance Of Non-controlling Interests | The changes in the balances of our non-controlling interests are as follows (in thousands): Legacy Investors Partnerships Continuing Investors Partnerships EPA Holdings Total December 31, 2023 $ 1,339,716 $ 2,218,076 $ — $ 3,557,792 Contributions 1,293 1,119 — 2,412 Distributions (92,400) (32,011) — (124,411) Other exchanges — (62,777) — (62,777) Net (loss)/income (10,590) 1,539 — (9,051) March 31, 2024 $ 1,238,019 $ 2,125,946 $ — $ 3,363,965 RPSFT Legacy Investors Partnerships Continuing Investors Partnerships EPA Holdings Total December 31, 2022 $ (597) $ 1,527,887 $ 2,369,933 $ — $ 3,897,223 Contributions — 3,795 914 — 4,709 Distributions (568) (95,149) (33,394) — (129,111) Other exchanges — — (72,904) — (72,904) Net income 1,025 44,052 123,257 — 168,334 March 31, 2023 $ (140) $ 1,480,585 $ 2,387,806 $ — $ 3,868,251 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | The following table sets forth reconciliations of the numerators and denominators used to calculate basic and diluted earnings per Class A ordinary share (in thousands, except per share amounts): For the Three Months Ended March 31, 2024 2023 Numerator Consolidated net (loss)/income $ (4,273) $ 509,089 Less: Net income attributable to continuing non-controlling interests 1,539 123,257 Less: Net (loss)/income attributable to legacy non-controlling interests (10,590) 45,077 Net income attributable to Royalty Pharma plc - basic 4,778 340,755 Add: Reallocation of net income attributable to non-controlling interests from the assumed conversion of Class B ordinary shares 1,539 123,257 Net income attributable to Royalty Pharma plc - diluted $ 6,317 $ 464,012 Denominator Weighted average Class A ordinary shares outstanding - basic 448,623 445,612 Add: Dilutive effects as shown separately below Class B ordinary shares exchangeable for Class A ordinary shares 148,812 161,612 Unvested RSUs 44 27 Weighted average Class A ordinary shares outstanding - diluted 597,479 607,251 Earnings per Class A ordinary share - basic $ 0.01 $ 0.76 Earnings per Class A ordinary share - diluted $ 0.01 $ 0.76 |
Indirect Cash Flow (Tables)
Indirect Cash Flow (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Cash Flow, Supplemental Disclosures | Adjustments to reconcile consolidated net (loss)/income to net cash provided by operating activities are summarized below (in thousands): For the Three Months Ended March 31, 2024 2023 Cash flow from operating activities: Consolidated net (loss)/income $ (4,273) $ 509,089 Adjustments to reconcile consolidated net (loss)/income to net cash provided by operating activities: Income from financial royalty assets (541,546) (664,687) Provision for changes in expected cash flows from financial royalty assets 583,600 118,804 Amortization of debt discount and issuance costs 4,349 5,324 Gains on derivative financial instruments — (7,090) (Gains)/losses on equity securities (77,730) 10,818 Equity in losses/(earnings) of equity method investees 14,149 (34,606) Distributions from equity method investees 13,396 16,267 Share-based compensation 612 573 Gains on available for sale debt securities (46,420) (32,300) Other 3,047 3,147 Changes in operating assets and liabilities: Cash collected on financial royalty assets 744,949 1,151,635 Other royalty income receivable 178 (1,200) Other current assets 13,028 275 Accounts payable and accrued expenses (3,614) (1,249) Interest payable (39,087) (40,963) Net cash provided by operating activities $ 664,638 $ 1,033,837 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - noncontrolling_interest | 3 Months Ended | 12 Months Ended | ||
Feb. 11, 2020 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Vertex | Current portion of Financial royalty assets | Customer Concentration Risk | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Individual licensees exceeding 10% or more of revenue (as percent) | 34% | 32% | ||
Old RPI | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Noncontrolling interest (as percent) | 82% | |||
Number of noncontrolling interests created | 3 | |||
RPCT | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Ownership percentage (as a percent) | 66% | |||
Legacy Investors Partnerships | Old RPI | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Noncontrolling interest (as percent) | 18% | |||
RPSFT | RPCT | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Noncontrolling interest (as percent) | 34% | |||
Exchange Offer Transaction | Old RPI | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Ownership percentage (as a percent) | 82% | |||
Exchange Offer Transaction | Legacy Investors Partnerships | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Exchange offering, ownership percentage | 82% |
Available for Sale Debt Secur_3
Available for Sale Debt Securities - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Jan. 07, 2022 USD ($) payment tranche | Sep. 30, 2022 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Debt and Equity Securities, FV-NI [Line Items] | ||||
Long term funding partnership, amount | $ 300 | |||
Long term funding partnership, number of tranches | tranche | 5 | |||
Long term funding partnership, initial payment | $ 50 | |||
Long term funding partnership, additional payments, aggregate amount | 200 | |||
Long term funding partnership, optional amount unavailable | $ 75 | |||
Installment repayments, percentage of amount drawn | 1.9 | |||
Number of consecutive quarterly payments | payment | 34 | |||
Long term funding partnership, expected payment | $ 175 | |||
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Maximum commitment to fund collaborative arrangement | $ 475 | |||
Development fund bond | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Maximum commitment to fund collaborative arrangement | $ 300 | |||
MorphoSys | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Redemption price, percentage | 2.2 | |||
MorphoSys | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Period of return (in years) | 9 years | |||
Cytokinetics Funding Commitments | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Required amount to be drawn | $ 50 | |||
Long term funding partnership, expected payment | $ 125 |
Available for Sale Debt Secur_4
Available for Sale Debt Securities - Summary of Available for Sale Debt Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | $ 352,623 | $ 352,367 |
Unrealized Gains | 146,857 | 102,133 |
Fair Value | 499,480 | 454,500 |
Available for sale debt securities, current | 29,000 | 18,300 |
Available for sale debt securities, noncurrent | 473,700 | 437,100 |
Available for sale debt securities, liabilities noncurrent | (3,220) | (900) |
Debt Securities | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | 359,923 | 359,667 |
Unrealized Gains | 142,777 | 95,733 |
Fair Value | 502,700 | 455,400 |
Available for sale debt securities, current | 29,000 | 18,300 |
Available for sale debt securities, noncurrent | 473,700 | 437,100 |
Available for sale debt securities, liabilities noncurrent | 0 | 0 |
Funding Commitments | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | (7,300) | (7,300) |
Unrealized Gains | 4,080 | 6,400 |
Fair Value | (3,220) | (900) |
Available for sale debt securities, current | 0 | 0 |
Available for sale debt securities, noncurrent | 0 | 0 |
Available for sale debt securities, liabilities noncurrent | $ (3,220) | $ (900) |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Instruments - Summary of Fair Value Hierarchy (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Assets: | ||
Available for sale debt securities | $ 29,000 | $ 18,300 |
Equity securities | 277,217 | 199,487 |
Available for sale debt securities | 473,700 | 437,100 |
Liabilities: | ||
Available for sale debt securities, liabilities noncurrent | $ 3,220 | $ 900 |
Fair value asset liability recurring basis still held unrealized gain loss statement of income extensible list not disclosed flag | fair value | fair value |
Debt Securities | ||
Assets: | ||
Available for sale debt securities | $ 29,000 | $ 18,300 |
Available for sale debt securities | 473,700 | 437,100 |
Liabilities: | ||
Available for sale debt securities, liabilities noncurrent | 0 | 0 |
Fair Value, Recurring | ||
Assets: | ||
Total current assets | 610,666 | 175,720 |
Equity securities | 277,217 | 199,487 |
Total non-current assets | 750,917 | 638,365 |
Liabilities: | ||
Available for sale debt securities, liabilities noncurrent | (3,220) | (900) |
Fair Value, Recurring | Royalty Investments | ||
Assets: | ||
Available for sale debt securities | 0 | 1,778 |
Fair Value, Recurring | Cytokinetics Funding Commitment | ||
Liabilities: | ||
Available for sale debt securities, liabilities current | (3,220) | (900) |
Fair Value, Recurring | Debt Securities | ||
Assets: | ||
Available for sale debt securities | 29,000 | 18,300 |
Available for sale debt securities | 473,700 | 437,100 |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Total current assets | 581,666 | 157,420 |
Equity securities | 277,217 | 199,190 |
Total non-current assets | 277,217 | 199,190 |
Liabilities: | ||
Available for sale debt securities, liabilities noncurrent | 0 | 0 |
Level 1 | Fair Value, Recurring | Royalty Investments | ||
Assets: | ||
Available for sale debt securities | 0 | 0 |
Level 1 | Fair Value, Recurring | Cytokinetics Funding Commitment | ||
Liabilities: | ||
Available for sale debt securities, liabilities current | 0 | 0 |
Level 1 | Fair Value, Recurring | Debt Securities | ||
Assets: | ||
Available for sale debt securities | 0 | 0 |
Available for sale debt securities | 0 | 0 |
Level 2 | Fair Value, Recurring | ||
Assets: | ||
Total current assets | 0 | 0 |
Equity securities | 0 | 0 |
Total non-current assets | 0 | 0 |
Liabilities: | ||
Available for sale debt securities, liabilities noncurrent | 0 | 0 |
Level 2 | Fair Value, Recurring | Royalty Investments | ||
Assets: | ||
Available for sale debt securities | 0 | 0 |
Level 2 | Fair Value, Recurring | Cytokinetics Funding Commitment | ||
Liabilities: | ||
Available for sale debt securities, liabilities current | 0 | 0 |
Level 2 | Fair Value, Recurring | Debt Securities | ||
Assets: | ||
Available for sale debt securities | 0 | 0 |
Available for sale debt securities | 0 | 0 |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
Total current assets | 29,000 | 18,300 |
Equity securities | 0 | 297 |
Total non-current assets | 473,700 | 439,175 |
Liabilities: | ||
Available for sale debt securities, liabilities noncurrent | (3,220) | (900) |
Level 3 | Fair Value, Recurring | Royalty Investments | ||
Assets: | ||
Available for sale debt securities | 0 | 1,778 |
Level 3 | Fair Value, Recurring | Cytokinetics Funding Commitment | ||
Liabilities: | ||
Available for sale debt securities, liabilities current | (3,220) | (900) |
Level 3 | Fair Value, Recurring | Debt Securities | ||
Assets: | ||
Available for sale debt securities | 29,000 | 18,300 |
Available for sale debt securities | 473,700 | 437,100 |
Money market funds | Fair Value, Recurring | ||
Assets: | ||
Money market funds | 581,666 | 157,420 |
Money market funds | Level 1 | Fair Value, Recurring | ||
Assets: | ||
Money market funds | 581,666 | 157,420 |
Money market funds | Level 2 | Fair Value, Recurring | ||
Assets: | ||
Money market funds | 0 | 0 |
Money market funds | Level 3 | Fair Value, Recurring | ||
Assets: | ||
Money market funds | $ 0 | $ 0 |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Instruments - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Gain (loss) on equity securities still held | $ 77.7 | $ (10.8) | |
Cytokinetics Commercial Launch Funding | Level 3 | Measurement Input, Option Volatility | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Measurement input | 0.375 | 0.375 | |
Cytokinetics Commercial Launch Funding | Level 3 | Measurement Input, Discount Rate | Minimum | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Measurement input | 0.117 | ||
Cytokinetics Commercial Launch Funding | Level 3 | Measurement Input, Discount Rate | Maximum | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Measurement input | 0.109 | ||
Financial Royalty Assets, Current | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Financial royalty asset, percentage of non-controlling interest | 13.20% | 10.10% | |
Financial Royalty Assets, Non-current | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Financial royalty asset, percentage of non-controlling interest | 9.20% | 9.40% |
Fair Value Measurements and F_5
Fair Value Measurements and Financial Instruments - Summary of Change in Carrying Value of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Gains on derivative financial instruments | $ 0 | $ 7,090 |
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Maximum commitment to fund collaborative arrangement | 475,000 | |
Equity Securities | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of the period | 297 | 8,472 |
Losses on equity securities | (297) | (437) |
Balance at the end of the period | 0 | 8,035 |
Debt Securities | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of the period | 455,400 | 227,600 |
Gains/(losses) on available for sale debt securities included in earnings | 48,740 | 42,100 |
Redemptions | (1,440) | |
Balance at the end of the period | 502,700 | 269,700 |
Funding Commitments | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of the period | (2,500) | |
Balance at the beginning of the period | (900) | |
Gains/(losses) on available for sale debt securities included in earnings | (9,800) | |
Gains/(losses) on available for sale debt securities included in earnings | (2,320) | |
Balance at the end of the period | (12,300) | |
Balance at the end of the period | (3,220) | |
Derivative Instruments | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of the period | 96,610 | |
Gains on derivative financial instruments | 7,090 | |
Settlement | (94,320) | |
Balance at the end of the period | 9,380 | |
Royalty at Fair Value | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of the period | 1,778 | 14,500 |
Other non-operating income (expense) | (1,778) | (256) |
Balance at the end of the period | $ 0 | $ 14,244 |
Fair Value Measurements and F_6
Fair Value Measurements and Financial Instruments - Summary of Estimated Fair Values Based on Level 3 Inputs (Details) - Level 3 - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Current | $ 660,482 | $ 738,438 |
Non-current | 18,546,190 | 19,077,706 |
Total financial royalty assets | 19,206,672 | 19,816,144 |
Carrying Value, Net | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Current | 660,482 | 738,438 |
Non-current | 13,465,407 | 14,088,655 |
Total financial royalty assets | $ 14,125,889 | $ 14,827,093 |
Financial Royalty Assets - Summ
Financial Royalty Assets - Summary of Financial Royalty Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | $ 17,774,634 | $ 17,892,238 |
Cumulative allowance for changes in expected cash flows | (3,511,707) | (2,927,438) |
Net carrying value, before cumulative allowance for credit losses | 14,262,927 | 14,964,800 |
Cumulative allowance for credit losses | (137,038) | (137,707) |
Total current and non-current financial royalty assets, net | 14,125,889 | 14,827,093 |
Cystic fibrosis franchise | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 5,266,693 | 5,288,833 |
Cumulative allowance for changes in expected cash flows | (393,000) | (2,539) |
Net carrying value, before cumulative allowance for credit losses | 4,873,693 | 5,286,294 |
Evrysdi | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 1,803,179 | 1,793,088 |
Cumulative allowance for changes in expected cash flows | (24,931) | 0 |
Net carrying value, before cumulative allowance for credit losses | 1,778,248 | 1,793,088 |
Trelegy | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 1,171,848 | 1,208,807 |
Cumulative allowance for changes in expected cash flows | 0 | 0 |
Net carrying value, before cumulative allowance for credit losses | 1,171,848 | 1,208,807 |
Tysabri | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 1,460,897 | 1,511,957 |
Cumulative allowance for changes in expected cash flows | (451,755) | (434,568) |
Net carrying value, before cumulative allowance for credit losses | 1,009,142 | 1,077,389 |
Tremfya | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 927,609 | 927,488 |
Cumulative allowance for changes in expected cash flows | (137,217) | (120,733) |
Net carrying value, before cumulative allowance for credit losses | 790,392 | 806,755 |
Xtandi | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 878,728 | 911,045 |
Cumulative allowance for changes in expected cash flows | (252,310) | (268,701) |
Net carrying value, before cumulative allowance for credit losses | 626,418 | 642,344 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 6,265,680 | 6,251,020 |
Cumulative allowance for changes in expected cash flows | (2,252,494) | (2,100,897) |
Net carrying value, before cumulative allowance for credit losses | $ 4,013,186 | $ 4,150,123 |
Financial Royalty Assets - Narr
Financial Royalty Assets - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total current and non-current financial royalty assets, net | $ 14,125,889 | $ 14,827,093 |
Seltorexant, Olpasiran, Pelacarsen and KarXT | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Financing receivable, unapproved financial assets held at cost | $ 629,600 |
Cumulative Allowance and the _3
Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ (3,065,145) | |
Increases to the cumulative allowance for changes in expected cash flows from financial royalty assets | (635,801) | |
Decreases to the cumulative allowance for changes in expected cash flows from financial royalty assets | 51,532 | |
Current period provision for credit losses, net | 669 | |
Ending balance | (3,648,745) | |
Cumulative allowance for credit losses | $ 137,038 | $ 137,707 |
Non-Consolidated Affiliates (De
Non-Consolidated Affiliates (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2023 | Jan. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Feb. 11, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | $ 350,355 | $ 375,894 | ||||
Equity in (loss) earnings of non-consolidated affiliates | (14,149) | $ 34,606 | ||||
Distributions from equity method investees | 4,965 | 34,767 | ||||
Distributions from equity method investees | 13,396 | 16,267 | ||||
Legacy Investors Partnerships | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | $ 303,700 | |||||
Equity in (loss) earnings of non-consolidated affiliates | (9,400) | 1,700 | ||||
Distributions from equity method investees | 5,000 | 2,600 | ||||
Avillion Entities | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in (loss) earnings of non-consolidated affiliates | (4,800) | 32,900 | ||||
Equity method investment, unfunded commitments | 14,300 | $ 16,300 | ||||
Avillion I | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Distributions from equity method investees | 13,400 | $ 13,600 | ||||
Avillion II | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Proceeds exercise fee | $ 80,000 | |||||
Exercise fee, pro rata amount | $ 34,800 | |||||
Avillion II | Merck Asset - Phase II Clinical Trial | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Other commitment | $ 155,000 |
Research and Development (R&D_2
Research and Development (R&D) Funding Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Research and Development [Abstract] | ||
Research and development funding expense | $ 500 | $ 500 |
Borrowings - Summary of Borrowi
Borrowings - Summary of Borrowings (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Unamortized debt discount and issuance costs | $ (160,624,000) | $ (164,715,000) |
Total debt carrying value | 6,139,376,000 | 6,135,285,000 |
Less: Current portion of long-term debt | 0 | 0 |
Total long-term debt | $ 6,139,376,000 | 6,135,285,000 |
$1,000,000, 1.20% (issued at 98.875% of par) | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as percent) | 1.20% | |
Debt issued as a percent of par value (as percent) | 98.875% | |
Debt issued, amount | $ 1,000,000,000 | 1,000,000,000 |
$1,000,000, 1.75% (issued at 98.284% of par) | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as percent) | 1.75% | |
Debt issued as a percent of par value (as percent) | 98.284% | |
Debt issued, amount | $ 1,000,000,000 | 1,000,000,000 |
$1,000,000, 2.20% (issued at 97.760% of par) | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as percent) | 2.20% | |
Debt issued as a percent of par value (as percent) | 97.76% | |
Debt issued, amount | $ 1,000,000,000 | 1,000,000,000 |
$600,000, 2.15% (issued at 98.263% of par) | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as percent) | 2.15% | |
Debt issued as a percent of par value (as percent) | 98.263% | |
Debt issued, amount | $ 600,000,000 | 600,000,000 |
$1,000,000, 3.30% (issued at 95.556% of par) | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as percent) | 3.30% | |
Debt issued as a percent of par value (as percent) | 95.556% | |
Debt issued, amount | $ 1,000,000,000 | 1,000,000,000 |
$1,000,000, 3.55% (issued at 95.306% of par) | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as percent) | 3.55% | |
Debt issued as a percent of par value (as percent) | 95.306% | |
Debt issued, amount | $ 1,000,000,000 | 1,000,000,000 |
$700,000, 3.35% (issued at 97.565% of par) | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as percent) | 3.35% | |
Debt issued as a percent of par value (as percent) | 97.565% | |
Debt issued, amount | $ 700,000,000 | $ 700,000,000 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) | 1 Months Ended | ||||||||
Dec. 22, 2028 USD ($) | Oct. 31, 2027 USD ($) | Jan. 24, 2024 | Jul. 26, 2021 USD ($) | Sep. 02, 2020 USD ($) | Sep. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 22, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Proceeds from revolving credit facility | $ 1,000,000,000 | ||||||||
Long-term debt, carrying value | $ 6,139,376,000 | $ 6,135,285,000 | |||||||
The Notes | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized discount and loan issuance costs on long-term debt | 160,600,000 | ||||||||
The Notes | Unsecured Debt | Level 2 | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair value of outstanding notes | 5,100,000,000 | 5,100,000,000 | |||||||
2021 Notes | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issued, amount | $ 1,300,000,000 | ||||||||
Unamortized discount and loan issuance costs on long-term debt | 176,400,000 | ||||||||
Debt issuances costs capitalized | $ 52,700,000 | ||||||||
Weighted average coupon rate (as percent) | 2.80% | ||||||||
Weighted average effective interest rate (as percent) | 3.06% | ||||||||
2021 Notes | Unsecured Debt | Prior to the applicable par call date | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price (as percent) | 100% | ||||||||
2021 Notes | Unsecured Debt | Upon occurrence of a change of control triggering event | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price (as percent) | 101% | ||||||||
2020 Notes | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issued, amount | $ 6,000,000,000 | ||||||||
Unamortized discount and loan issuance costs on long-term debt | 176,400,000 | ||||||||
Debt issuances costs capitalized | $ 52,700,000 | ||||||||
Weighted average coupon rate (as percent) | 2.13% | ||||||||
Weighted average effective interest rate (as percent) | 2.50% | ||||||||
2020 Notes | Unsecured Debt | Prior to the applicable par call date | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price (as percent) | 100% | ||||||||
2020 Notes | Unsecured Debt | Upon occurrence of a change of control triggering event | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price (as percent) | 101% | ||||||||
Senior Unsecured Revolving Credit Facility | Unsecured Debt | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | $ 1,800,000,000 | ||||||||
Long-term debt, carrying value | $ 0 | $ 0 | |||||||
Maximum consolidated leverage ratio | 4 | ||||||||
Maximum consolidated leverage ratio following qualifying material acquisition | 4.50 | ||||||||
Minimum consolidated coverage ratio | 2.50 | ||||||||
Maximum consolidated cash flow ratio | 5 | ||||||||
Maximum consolidated cash flow ratio, following qualifying material acquisition | 5.50 | ||||||||
Senior Unsecured Revolving Credit Facility | Unsecured Debt | Revolving Credit Facility | Overnight Bank Funding Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as percent) | 0.50% | ||||||||
Senior Unsecured Revolving Credit Facility | Unsecured Debt | Revolving Credit Facility | Federal Funds Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as percent) | 0.50% | ||||||||
Senior Unsecured Revolving Credit Facility | Unsecured Debt | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as percent) | 1% | ||||||||
Senior Unsecured Revolving Credit Facility | Unsecured Debt | Revolving Credit Facility | Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturities of revolving commitments | $ 1,690,000,000 | $ 110,000,000 |
Borrowings - Summary of Repayme
Borrowings - Summary of Repayments of Debt by Year (Details) - The Notes - Unsecured Debt $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Instrument [Line Items] | |
Remainder of 2024 | $ 0 |
2025 | 1,000,000 |
2026 | 0 |
2027 | 1,000,000 |
2028 | 0 |
Thereafter | 4,300,000 |
Total | 6,300,000 |
Unamortized discount and loan issuance costs on long-term debt | $ 160,600 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 class vote £ / shares shares | Mar. 31, 2024 USD ($) class vote quaterly_dividend $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 shares | Jun. 15, 2020 shares | |
Class of Stock [Line Items] | ||||||
Number of classes of stock | class | 2 | 2 | ||||
Number of votes per share | vote | 1 | 1 | ||||
Quarterly conversion basis (in shares) | 100% | 100% | ||||
Percentage of net economic profit | 20% | |||||
Number of quarterly cash dividends | quaterly_dividend | 1 | |||||
Dividends declared and paid (in dollars per share) | $ / shares | $ 0.21 | |||||
Dividends declared and paid | $ | $ 93.8 | |||||
Requisite service period (in years) | 1 year | |||||
RPCT | ||||||
Class of Stock [Line Items] | ||||||
Purchase of non-controlling Interest | $ | $ 12.5 | |||||
RPCT | Other Current Liabilities | ||||||
Class of Stock [Line Items] | ||||||
Purchase of non-controlling Interest | $ | $ 9 | $ 11.4 | ||||
RP Holdings | Continuing Investors Partnerships | ||||||
Class of Stock [Line Items] | ||||||
Noncontrolling interest (as percent) | 25% | 25% | 26% | |||
Royalty Pharma plc | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage (as a percent) | 75% | 75% | 74% | |||
Deferred Shares | ||||||
Class of Stock [Line Items] | ||||||
Shares, outstanding (in shares) | 388,927 | 388,927 | 376,444 | 384,640 | 371,325 | |
Class A Ordinary Shares | ||||||
Class of Stock [Line Items] | ||||||
Common shares outstanding (in shares) | 450,981 | 450,981 | 446,692 | |||
Stock repurchase program, authorized repurchase amount | $ | $ 1,000 | |||||
Stock repurchased during the period (in shares) | 0 | 0 | ||||
Dividends declared and paid (in dollars per share) | $ / shares | $ 0.21 | $ 0.20 | ||||
Class A Ordinary Shares | 2020 Equity Incentive Plan | ||||||
Class of Stock [Line Items] | ||||||
Shares reserved for future issuance (in shares) | 800 | |||||
Class B Ordinary Shares | ||||||
Class of Stock [Line Items] | ||||||
Common shares outstanding (in shares) | 146,456 | 146,456 | 150,743 | |||
Class R Redeemable Shares | ||||||
Class of Stock [Line Items] | ||||||
Common shares outstanding (in shares) | 50 | 50 | 50 | |||
Shares, outstanding (in shares) | 50 | 50 | ||||
Redeemable stock, redemption price (in pound per share) | £ / shares | £ 1 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | $ 10,084,289 | $ 9,525,373 |
Contributions | 2,412 | 4,709 |
Distributions | (124,411) | (129,111) |
Other exchanges | 0 | 0 |
Net income/(loss) | (4,273) | 509,089 |
Ending balance | 9,863,716 | 9,822,000 |
Non-Controlling Interests | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | 3,557,792 | 3,897,223 |
Contributions | 2,412 | 4,709 |
Distributions | (124,411) | (129,111) |
Other exchanges | (62,777) | (72,904) |
Net income/(loss) | (9,051) | 168,334 |
Ending balance | 3,363,965 | 3,868,251 |
Non-Controlling Interests | Legacy Investors Partnerships | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | 1,339,716 | 1,527,887 |
Contributions | 1,293 | 3,795 |
Distributions | (92,400) | (95,149) |
Other exchanges | 0 | 0 |
Net income/(loss) | (10,590) | 44,052 |
Ending balance | 1,238,019 | 1,480,585 |
Non-Controlling Interests | RPSFT | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | (597) | |
Contributions | 0 | |
Distributions | (568) | |
Other exchanges | 0 | |
Net income/(loss) | 1,025 | |
Ending balance | (140) | |
Non-Controlling Interests | Continuing Investors Partnerships | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | 2,218,076 | 2,369,933 |
Contributions | 1,119 | 914 |
Distributions | (32,011) | (33,394) |
Other exchanges | (62,777) | (72,904) |
Net income/(loss) | 1,539 | 123,257 |
Ending balance | 2,125,946 | 2,387,806 |
Non-Controlling Interests | EPA Holdings | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | 0 | 0 |
Contributions | 0 | 0 |
Distributions | 0 | 0 |
Other exchanges | 0 | 0 |
Net income/(loss) | 0 | 0 |
Ending balance | $ 0 | $ 0 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator | ||
Consolidated net (loss)/income | $ (4,273) | $ 509,089 |
Less: net income attributable to non-controlling interests | (9,051) | 168,334 |
Net income attributable to Royalty Pharma plc - basic | 4,778 | 340,755 |
Add: Reallocation of net income attributable to non-controlling interests from the assumed conversion of Class B ordinary shares | 1,539 | 123,257 |
Net income attributable to Royalty Pharma plc - diluted | $ 6,317 | $ 464,012 |
Denominator | ||
Weighted average Class A ordinary shares outstanding - basic (in shares) | 448,623 | 445,612 |
Class B ordinary shares exchangeable for Class A ordinary shares (in shares) | 148,812 | 161,612 |
Unvested RSUs (in shares) | 44 | 27 |
Weighted average Class A ordinary shares outstanding - diluted (in shares) | 597,479 | 607,251 |
Earnings per Class A ordinary share - basic (in dollars per share) | $ 0.01 | $ 0.76 |
Earnings per Class A ordinary share - diluted (in dollars per share) | $ 0.01 | $ 0.76 |
Continuing non-controlling interests | ||
Numerator | ||
Less: net income attributable to non-controlling interests | $ 1,539 | $ 123,257 |
Legacy non-controlling interests | ||
Numerator | ||
Less: net income attributable to non-controlling interests | $ (10,590) | $ 45,077 |
Indirect Cash Flow (Details)
Indirect Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | ||
Consolidated net (loss)/income | $ (4,273) | $ 509,089 |
Adjustments to reconcile consolidated net (loss)/income to net cash provided by operating activities: | ||
Income from financial royalty assets | (541,546) | (664,687) |
Provision for changes in expected cash flows from financial royalty assets | 583,600 | 118,804 |
Amortization of debt discount and issuance costs | 4,349 | 5,324 |
Gains on derivative financial instruments | 0 | (7,090) |
(Gains)/losses on equity securities | (77,730) | 10,818 |
Equity in losses/(earnings) of equity method investees | 14,149 | (34,606) |
Distributions from equity method investees | 13,396 | 16,267 |
Share-based compensation | 612 | 573 |
Gains on available for sale debt securities | (46,420) | (32,300) |
Other | 3,047 | 3,147 |
Changes in operating assets and liabilities: | ||
Cash collected on financial royalty assets | 744,949 | 1,151,635 |
Other royalty income receivable | 178 | (1,200) |
Other current assets | 13,028 | 275 |
Accounts payable and accrued expenses | (3,614) | (1,249) |
Interest payable | (39,087) | (40,963) |
Net cash provided by operating activities | $ 664,638 | $ 1,033,837 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Jan. 07, 2022 | Nov. 30, 2023 | Mar. 31, 2024 | |
Long-term Purchase Commitment [Line Items] | |||
Long term funding partnership, expected payment | $ 175 | ||
Cytokinetics Funding Commitments | |||
Long-term Purchase Commitment [Line Items] | |||
Long term funding partnership, expected payment | 125 | ||
Required amount to be drawn | $ 50 | ||
Teva Development Funding Commitments | |||
Long-term Purchase Commitment [Line Items] | |||
Long term funding partnership, expected payment | $ 100 | ||
Long term funding partnership, option to increase the total fund | $ 125 | ||
Long term funding partnership, funded amount | 35 | ||
Long term funding partnership, unfunded commitment amount | $ 65 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Apr. 16, 2021 | Dec. 08, 2017 | Jan. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Total current and non-current financial royalty assets, net | $ 14,125,889,000 | $ 14,827,093,000 | ||||||
Upfront payment for financial royalty assets | 86,084,000 | $ 601,705,000 | ||||||
Shareholders' equity | 9,863,716,000 | 9,822,000,000 | 10,084,289,000 | $ 9,525,373,000 | ||||
Treasury Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shareholders' equity | (2,654,000) | (2,828,000) | (2,629,000) | (2,806,000) | ||||
Non-Controlling Interests | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shareholders' equity | 3,363,965,000 | 3,868,251,000 | 3,557,792,000 | $ 3,897,223,000 | ||||
Related Party | Bristol-Myers Squibb | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total current and non-current financial royalty assets, net | $ 68,300,000 | 75,600,000 | ||||||
Related Party | Errol De Souza | ||||||||
Related Party Transaction [Line Items] | ||||||||
Upfront payment for financial royalty assets | $ 2,500,000 | |||||||
Maximum milestone payment received | $ 2,220,000 | |||||||
Operating and Personnel Payments | Related Party | ||||||||
Related Party Transaction [Line Items] | ||||||||
Quarterly payments to affiliates, percent of adjusted cash receipts (as percent) | 6.50% | |||||||
Quarterly payments to affiliates, percent of security investment (as percent) | 0.25% | |||||||
Amount calculated for operating and personal payment | $ 1,000,000 | |||||||
Percent calculated for operating and personal payment | 0.3125% | |||||||
Operating and personnel payments incurred | $ 48,300,000 | |||||||
Former Operating and Personnel Payments | Related Party | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating and personnel payments incurred | $ 75,000,000 | |||||||
Assignment Agreement - Benefit of Payment Stream | Bristol-Myers Squibb | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party, rate (as percent) | 50% | |||||||
Assignment Agreement - Funding Obligations | Bristol-Myers Squibb | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party, rate (as percent) | 50% | |||||||
Agreement with MSCI | ||||||||
Related Party Transaction [Line Items] | ||||||||
Initial term (in years) | 7 years | |||||||
Amounts of transaction, related parties | $ 0 | $ 0 | ||||||
Acquisition Of Limited Partnership Interests In Affiliate | Related Party | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of limited partnership interest acquired (in shares) | 27,210 | |||||||
Acquisition Of Limited Partnership Interests In Affiliate | Related Party | Treasury Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shareholders' equity | $ 4,300,000 | |||||||
Acquisition Of Limited Partnership Interests In Affiliate | Related Party | Non-Controlling Interests | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shareholders' equity | $ 1,600,000 | $ 1,600,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 1 Months Ended |
May 31, 2024 USD ($) | |
Subsequent Event | ImmuNext, Inc. | |
Subsequent Event [Line Items] | |
Asset acquisition, consideration transferred | $ 525 |