Basis of Presentation and Significant Accounting Policies | B. Basis of Presentation and Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, ImmunoGen Securities Corp., ImmunoGen Europe Limited, ImmunoGen BioPharma (Ireland) Limited, and Hurricane, LLC. All intercompany transactions and balances have been eliminated. The consolidated financial statements include all of the adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair presentation of the Company’s financial position in accordance with accounting principles generally accepted in the U.S. for interim financial information. The December 31, 2020 consolidated balance sheet presented for comparative purposes was derived from the Company’s audited financial statements, and certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The preparation of interim financial statements requires the use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenditures during the reported periods. The results of the interim periods are not necessarily indicative of the results for the entire year. Accordingly, the interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 1, 2021. Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2021 are consistent with those discussed in Note B. to the consolidated financial statements included in the Company’s 2020 Annual Report on Form 10-K, except as described under Recently Adopted Accounting Pronouncements Subsequent Events The Company has evaluated all events or transactions that occurred after March 31, 2021, up through the date the Company issued these financial statements. The Company did not have any material recognized or unrecognized subsequent events during this period. Revenue Recognition Transaction Price Allocated to Future Performance Obligations Deferred revenue under ASC 606, Revenue from Contracts with Customers 13 61 Contract Balances from Contracts with Customers The following tables present changes in the Company’s contract assets and contract liabilities during the three months ended March 31, 2021 and 2020 (in thousands): Balance at Balance at Three months ended March 31, 2021 December 31, 2020 Additions Deductions Impact of Netting March 31, 2021 Contract asset $ — $ — $ — $ — $ — Contract liabilities (deferred revenue) $ 110,109 $ — $ (72) $ — $ 110,037 Balance at Balance at Three months ended March 31, 2020 December 31, 2019 Additions Deductions Impact of Netting March 31, 2020 Contract asset $ 3,631 $ — $ (3,000) $ 359 $ 990 Contract liabilities (deferred revenue) $ 127,432 $ — $ (283) $ 361 $ 127,510 The Company recognized the following revenues as a result of changes in contract asset and contract liability balances in the respective periods (in thousands): Three Months Ended March 31, 2021 2020 Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period $ 72 $ 283 During the three months ended March 31, 2021, the Company recorded $0.1 million of amortization of deferred revenue related to numerous collaborators’ rights to technological improvements. During the three months ended March 31, 2020, the Company recorded $0.2 million as license and milestone fee revenue for delivery of certain materials to CytomX that had been previously deferred, and $0.1 million of amortization related to numerous collaborators’ rights to technological improvements. Additionally, a contract asset of $2.7 million, net of a $0.3 million related contract liability, was recorded for a probable milestone in 2019 pursuant to a license agreement with CytomX, which was subsequently achieved and paid during the three months ended March 31, 2020. The timing of revenue recognition, billings, and cash collections results in billed receivables, unbilled receivables, contract assets, and contract liabilities on the consolidated balance sheets. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded (under the caption deferred revenue). Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Financial Instruments and Concentration of Credit Risk Cash and cash equivalents are primarily maintained with three financial institutions in the U.S. Deposits with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. The Company’s cash equivalents consist of money market funds with underlying investments primarily being U.S. Government-issued securities and high quality, short-term commercial paper. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, and marketable securities. The Company held no marketable securities as of March 31, 2021 and December 31, 2020. The Company’s investment policy, approved by the Board of Directors, limits the amount it may invest in any one type of investment, thereby reducing credit risk concentrations. Cash and Cash Equivalents All highly liquid financial instruments with maturities of three months or less when purchased are considered cash equivalents. As of March 31, 2021 and December 31, 2020, the Company held $283.1 million and $293.9 million, respectively, in cash and money market funds, which were classified as cash and cash equivalents. Non-cash Investing and Financing Activities The Company had $0.7 million of accrued capital expenditures as of December 31, 2020, which were subsequently paid during the three months ended March 31, 2021. The Company had no accrued capital expenditures as of March 31, 2021. Fair Value of Financial Instruments Fair value is defined under ASC 820, Fair Value Measurements and Disclosures ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of March 31, 2021, the Company held certain assets that are required to be measured at fair value on a recurring basis. The following table represents the fair value hierarchy for the Company’s financial assets measured at fair value on a recurring basis as of March 31, 2021 (in thousands): Fair Value Measurements at March 31, 2021 Using Quoted Prices in Significant Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Total (Level 1) (Level 2) (Level 3) Cash equivalents $ 253,092 $ 253,092 $ — $ — As of December 31, 2020, the Company held certain assets that are required to be measured at fair value on a recurring basis. The following table represents the fair value hierarchy for the Company’s financial assets measured at fair value on a recurring basis as of December 31, 2020 (in thousands): Fair Value Measurements at December 31, 2020 Using Quoted Prices in Significant Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Total (Level 1) (Level 2) (Level 3) Cash equivalents $ 194,525 $ 194,525 $ — $ — The fair value of the Company’s cash equivalents is based on quoted prices from active markets. The carrying amounts reflected in the consolidated balance sheets for accounts receivable, unbilled revenue, prepaid and other current assets, accounts payable, accrued compensation, and other accrued liabilities approximate fair value due to their short-term nature. The gross carrying amount and estimated fair value of the convertible 4.5% senior notes was $2.1 million and $5.4 million, respectively, as of March 31, 2021 compared to $2.1 million and $4.3 million, respectively, as of December 31, 2020. The fair value of the convertible notes is influenced by interest rates, the Company’s stock price and stock price volatility, and by prices observed in trading activity for the convertible notes. However, because there have been no trades involving the convertible notes since September 2019, the fair value as of March 31, 2021 and December 31, 2020 uses Level 3 inputs. Computation of Net Loss per Common Share Basic and diluted net loss per share is calculated based upon the weighted average number of common shares outstanding during the period. During periods of income, participating securities are allocated a proportional share of income determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the two-class method). Shares of the Company’s restricted stock participate in any dividends that may be declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, no loss is allocated to participating securities since they have no contractual obligation to share in the losses of the Company. Diluted loss per share is computed after giving consideration to the dilutive effect of stock options, convertible notes, and restricted stock that are outstanding during the period, except where such non-participating securities would be anti-dilutive. The Company’s common stock equivalents, as calculated in accordance with the treasury-stock method for the options and unvested restricted stock and the if-converted method for the convertible notes, are shown in the following table (in thousands): Three Months Ended March 31, 2021 2020 Options outstanding to purchase common stock, shares issuable under the employee stock purchase plan, and unvested restricted stock/units at end of period 21,320 19,021 Common stock equivalents under treasury stock method for options, shares issuable under the employee stock purchase plan, and unvested restricted stock 3,553 1,428 Shares issuable upon conversion of convertible notes at end of period 501 501 Common stock equivalents under if-converted method for convertible notes 501 501 The Company’s common stock equivalents have not been included in the net loss per share calculation because their effect is anti-dilutive due to the Company’s net loss position. Stock-Based Compensation As of March 31, 2021, the Company was authorized to grant future awards under three employee share-based compensation plans, which are the ImmunoGen, Inc. 2018 Employee, Director and Consultant Equity Incentive Plan (the 2018 Plan), the Employee Stock Purchase Plan (the ESPP), and the ImmunoGen Inducement Equity Incentive Plan (the Inducement Plan). At the annual meeting of shareholders on June 20, 2018, the 2018 Plan was approved and provides for the issuance of stock grants, the grant of options, and the grant of stock-based awards for up to 7,500,000 shares of the Company’s common stock, as well as up to 19,500,000 shares of common stock which represent awards granted under the previous stock-based plans, including each of the ImmunoGen, Inc. 2016 and 2006 Employee, Director and Consultant Equity Incentive Plans, that forfeit, expire, or cancel without delivery of shares of common stock or which resulted in the forfeiture of shares of common stock back to the Company subsequent to June 19, 2018. The Inducement Plan was approved by the Board of Directors in December 2019, and pursuant to subsequent amendments, provides for the issuance of non-qualified option grants for up to 3,500,000 shares of the Company’s common stock as of March 31, 2021. Options awarded under the two plans are granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Options vest at various periods of up to four years and may be exercised within ten years of the date of grant under each of these plans. The stock-based awards are accounted for under ASC 718, Compensation—Stock Compensation Three Months Ended March 31, 2021 2020 Dividend None None Volatility 85.4% 84.20% Risk-free interest rate 0.62% 1.45% Expected life (years) 6.0 6.0 Using the Black-Scholes option-pricing model, the weighted average grant date fair values of options granted during the three months ended March 31, 2021 and 2020 were $5.47 and $3.23 per share, respectively. A summary of option activity under the Company’s equity plans for the three months ended March 31, 2021 is presented below (in thousands, except weighted-average data): Weighted- Number Average of Stock Exercise Options Price Outstanding at December 31, 2020 18,398 $ 6.10 Granted 3,659 7.70 Exercised (397) 3.24 Forfeited/Canceled (399) 7.29 Outstanding at March 31, 2021 21,261 6.41 In September 2018, the Company granted 295,200 performance-based stock options to certain employees that will vest in two equal installments upon the achievement of specified performance goals. At March 31, 2021, 128,700 of these options were still outstanding. In 2020, the Company issued 2.6 million additional performance stock options that will vest in four installments upon the achievement of specified performance goals. The Company determined it is not currently probable that any of these performance goals will be achieved and, therefore, no expense has been recorded to date. The fair value of the performance-based options that could be expensed in future periods is $9.4 million. A summary of restricted stock and restricted stock unit activity under the Company’s equity plans for the three months ended March 31, 2021 is presented below (in thousands, except weighted-average data): Number of Weighted- Restricted Average Grant Stock Shares Date Fair Value Unvested at December 31, 2020 61 $ 2.47 Vested (2) 2.53 Unvested at March 31, 2021 59 $ 2.47 In 2016, 2017, and 2019, the Company granted shares of performance-based restricted common stock to certain employees of the Company. All but 57,400 of these shares have since been forfeited. The restrictions on these shares will lapse in three equal installments upon the achievement of specified performance goals. The Company determined it is not currently probable that these performance goals will be achieved and, therefore, no expense has been recorded to date. The fair value of the performance-based shares that could be expensed in future periods is $0.1 million. During the three months ended March 31, 2021, holders of options issued under the Company’s equity plans exercised their rights to acquire an aggregate of approximately 397,000 shares of common stock at prices ranging from $1.84 to $6.34 per share. The total proceeds to the Company from these option exercises were $1.3 million. In June 2018, the Company's Board of Directors, with shareholder approval, adopted the ESPP. Following the automatic share increase on January 1, 2021, under the ESPP’s “evergreen” provision, an aggregate of 2,000,000 shares of common stock have been reserved for issuance under the ESPP. No shares were issued to participating employees during the three months ended March 31, 2021 or 2020. The fair value of each ESPP award is estimated on the first day of the offering period using the Black-Scholes option-pricing model. The Company recognizes share-based compensation expense equal to the fair value of the ESPP awards on a straight-line basis over the offering period. Stock compensation expense related to stock options and restricted stock awards granted under the stock plans and the ESPP was $3.7 million and $3.1 million during the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the estimated fair value of unvested employee awards, exclusive of performance awards, was $33.9 million. The weighted-average remaining vesting period for these awards is approximately 3.3 years. Segment Information During all periods presented, the Company continued to operate in one reportable business segment under the management approach of ASC 280, Segment Reporting During the three months ended March 31, 2021 and 2020, 99% and 98%, respectively, of revenues were from Roche, consisting primarily of non-cash royalty revenue. There were no other customers of the Company that generated significant revenues in the three months ended March 31, 2021 and 2020. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes No other recently issued or effective ASUs had, or are expected to have, a material effect on the Company's results of operations, financial condition, or liquidity. |