Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 27, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 0-17999 | |
Entity Registrant Name | ImmunoGen, Inc. | |
Entity Incorporation, State or Country Code | MA | |
Entity Tax Identification Number | 04-2726691 | |
Entity Address, Address Line One | 830 Winter Street | |
Entity Address, City or Town | Waltham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02451 | |
City Area Code | 781 | |
Local Phone Number | 895-0600 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | IMGN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 201,625,336 | |
Entity Central Index Key | 0000855654 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 239,538 | $ 293,856 |
Accounts receivable | 7 | 35 |
Unbilled receivable | 4,227 | 11 |
Non-cash royalty receivable | 16,121 | 22,451 |
Prepaid and other current assets | 14,504 | 7,901 |
Total current assets | 274,397 | 324,254 |
Property and equipment, net of accumulated depreciation | 4,957 | 5,760 |
Operating lease right-of-use assets | 13,206 | 14,072 |
Other assets | 8,886 | 10,986 |
Total assets | 301,446 | 355,072 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Accounts payable | 11,631 | 9,538 |
Accrued compensation | 3,599 | 4,620 |
Other accrued liabilities | 29,185 | 29,320 |
Convertible 4.5% senior notes, net of deferred financing costs of $0 and $7, respectively | 1,100 | 2,093 |
Current portion of liability related to the sale of future royalties, net of deferred financing costs of $231 and $319, respectively | 17,816 | 44,357 |
Current portion of operating lease liability | 3,196 | 3,146 |
Current portion of deferred revenue | 53,792 | 29,249 |
Total current liabilities | 120,319 | 122,323 |
Deferred revenue, net of current portion | 55,480 | 80,860 |
Operating lease liability, net of current portion | 16,974 | 18,651 |
Liability related to the sale of future royalties, net of current portion and deferred financing costs of $473 and $584, respectively | 37,766 | 41,082 |
Other long-term liabilities | 2,442 | 2,586 |
Total liabilities | 232,981 | 265,502 |
Commitments and contingencies (Note I) | ||
Shareholders' deficit: | ||
Preferred stock, $.01 par value; authorized 5,000 shares; no shares issued and outstanding as of each of June 30, 2021 and December 31, 2020 | ||
Common stock, $.01 par value; authorized 300,000 shares; issued and outstanding 200,255 and 194,998 shares as of June 30, 2021 and December 31, 2020, respectively | 2,003 | 1,950 |
Additional paid-in capital | 1,463,094 | 1,419,460 |
Accumulated deficit | (1,396,632) | (1,331,840) |
Total shareholders' equity | 68,465 | 89,570 |
Total liabilities and shareholders' equity | $ 301,446 | $ 355,072 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
CONSOLIDATED BALANCE SHEETS | ||
Current portion of deferred financing costs | $ 0 | $ 7 |
Interest rate (as a percent) | 4.50% | 4.50% |
Sale of future royalties, current portion and deferred financing costs | $ 231 | $ 319 |
Sale of future royalties, noncurrent portion and deferred financing costs | $ 473 | $ 584 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 300,000,000 | 300,000,000 |
Common stock, issued shares | 200,255,000 | 194,998,000 |
Common stock, outstanding shares | 200,255,000 | 194,998,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Total revenues | $ 16,948 | $ 15,025 | $ 32,654 | $ 28,312 |
Operating expenses: | ||||
Research and development | 34,589 | 22,921 | 69,002 | 50,329 |
General and administrative | 9,728 | 9,767 | 19,937 | 18,631 |
Restructuring charge | 699 | 1,524 | ||
Total operating expenses | 44,317 | 33,387 | 88,939 | 70,484 |
Loss from operations | (27,369) | (18,362) | (56,285) | (42,172) |
Investment income, net | 11 | 62 | 24 | 708 |
Non-cash interest expense on liability related to the sale of future royalties and convertible senior notes | (3,557) | (6,081) | (8,201) | (11,783) |
Interest expense on convertible senior notes | (23) | (23) | (47) | (47) |
Other (expense) income, net | 197 | 106 | (283) | (92) |
Net loss | $ (30,741) | $ (24,298) | $ (64,792) | $ (53,386) |
Basic and diluted net loss per common share | $ (0.15) | $ (0.14) | $ (0.32) | $ (0.31) |
Basic and diluted weighted average common shares outstanding | 199,890 | 174,354 | 199,365 | 171,055 |
Total comprehensive loss | $ (30,741) | $ (24,298) | $ (64,792) | $ (53,386) |
Non-cash royalty revenue related to the sale of future royalties | ||||
Revenues: | ||||
Total revenues | 16,690 | 14,075 | 32,235 | 27,072 |
License and milestone fees | ||||
Revenues: | ||||
Total revenues | 252 | 945 | 409 | 1,228 |
Research and development support | ||||
Revenues: | ||||
Total revenues | $ 6 | $ 5 | $ 10 | $ 12 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 1,501 | $ 1,209,846 | $ (1,287,468) | $ (76,121) |
Balance (in shares) at Dec. 31, 2019 | 150,136 | |||
Increase (Decrease) in Shareholders' Equity (Deficit) | ||||
Net loss | (29,088) | (29,088) | ||
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan | $ 1 | 239 | 240 | |
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan (in shares) | 86 | |||
Issuance of common stock, net of issuance costs | $ 245 | 97,499 | 97,744 | |
Issuance of common stock, net of issuance costs (in shares) | 24,524 | |||
Restricted stock units vested (in shares) | 2 | |||
Restricted stock award, net of forfeitures | $ (4) | 4 | ||
Restricted stock award, net of forfeitures (in shares) | (487) | |||
Stock option and restricted stock compensation expense | 3,122 | 3,122 | ||
Balance at Mar. 31, 2020 | $ 1,743 | 1,310,710 | (1,316,556) | (4,103) |
Balance (in shares) at Mar. 31, 2020 | 174,261 | |||
Balance at Dec. 31, 2019 | $ 1,501 | 1,209,846 | (1,287,468) | (76,121) |
Balance (in shares) at Dec. 31, 2019 | 150,136 | |||
Increase (Decrease) in Shareholders' Equity (Deficit) | ||||
Net loss | (53,386) | |||
Balance at Jun. 30, 2020 | $ 1,745 | 1,314,586 | (1,340,854) | (24,523) |
Balance (in shares) at Jun. 30, 2020 | 174,540 | |||
Balance at Mar. 31, 2020 | $ 1,743 | 1,310,710 | (1,316,556) | (4,103) |
Balance (in shares) at Mar. 31, 2020 | 174,261 | |||
Increase (Decrease) in Shareholders' Equity (Deficit) | ||||
Net loss | (24,298) | (24,298) | ||
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan | $ 1 | 424 | 425 | |
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan (in shares) | 122 | |||
Adjustment of issuance costs | (1) | (1) | ||
Restricted stock units vested | $ 1 | (1) | ||
Restricted stock units vested (in shares) | 157 | |||
Stock option and restricted stock compensation expense | 3,409 | 3,409 | ||
Directors' deferred share unit compensation | 45 | 45 | ||
Balance at Jun. 30, 2020 | $ 1,745 | 1,314,586 | (1,340,854) | (24,523) |
Balance (in shares) at Jun. 30, 2020 | 174,540 | |||
Increase (Decrease) in Shareholders' Equity (Deficit) | ||||
Net loss | (22,374) | (22,374) | ||
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan | $ 1 | 127 | 128 | |
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan (in shares) | 45 | |||
Stock option and restricted stock compensation expense | 3,729 | 3,729 | ||
Directors' deferred share unit compensation | 149 | 149 | ||
Balance at Sep. 30, 2020 | $ 1,746 | 1,318,591 | (1,363,228) | (42,891) |
Balance (in shares) at Sep. 30, 2020 | 174,585 | |||
Increase (Decrease) in Shareholders' Equity (Deficit) | ||||
Net loss | 31,388 | 31,388 | ||
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan | $ 2 | 676 | 678 | |
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan (in shares) | 205 | |||
Issuance of common stock, net of issuance costs | $ 200 | 96,328 | 96,528 | |
Issuance of common stock, net of issuance costs (in shares) | 19,972 | |||
Restricted stock units vested | $ 2 | (2) | ||
Restricted stock units vested (in shares) | 236 | |||
Stock option and restricted stock compensation expense | 3,718 | 3,718 | ||
Directors' deferred share unit compensation | 149 | 149 | ||
Balance at Dec. 31, 2020 | $ 1,950 | 1,419,460 | (1,331,840) | $ 89,570 |
Balance (in shares) at Dec. 31, 2020 | 194,998 | 194,998 | ||
Increase (Decrease) in Shareholders' Equity (Deficit) | ||||
Net loss | (34,051) | $ (34,051) | ||
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan | $ 4 | 1,282 | 1,286 | |
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan (in shares) | 397 | |||
Issuance of common stock, net of issuance costs | $ 45 | 33,447 | 33,492 | |
Issuance of common stock, net of issuance costs (in shares) | 4,544 | |||
Restricted stock units vested (in shares) | 2 | |||
Stock option and restricted stock compensation expense | 3,674 | 3,674 | ||
Directors' deferred share unit compensation | 149 | 149 | ||
Balance at Mar. 31, 2021 | $ 1,999 | 1,458,012 | (1,365,891) | 94,120 |
Balance (in shares) at Mar. 31, 2021 | 199,941 | |||
Balance at Dec. 31, 2020 | $ 1,950 | 1,419,460 | (1,331,840) | $ 89,570 |
Balance (in shares) at Dec. 31, 2020 | 194,998 | 194,998 | ||
Increase (Decrease) in Shareholders' Equity (Deficit) | ||||
Net loss | $ (64,792) | |||
Balance at Jun. 30, 2021 | $ 2,003 | 1,463,094 | (1,396,632) | $ 68,465 |
Balance (in shares) at Jun. 30, 2021 | 200,255 | 200,255 | ||
Balance at Mar. 31, 2021 | $ 1,999 | 1,458,012 | (1,365,891) | $ 94,120 |
Balance (in shares) at Mar. 31, 2021 | 199,941 | |||
Increase (Decrease) in Shareholders' Equity (Deficit) | ||||
Net loss | (30,741) | (30,741) | ||
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan | $ 1 | 377 | 378 | |
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan (in shares) | 75 | |||
Conversion of debt | $ 3 | 997 | 1,000 | |
Conversion of debt (in shares) | 239 | |||
Common stock issuance costs | (34) | (34) | ||
Stock option and restricted stock compensation expense | 3,598 | 3,598 | ||
Directors' deferred share unit compensation | 144 | 144 | ||
Balance at Jun. 30, 2021 | $ 2,003 | $ 1,463,094 | $ (1,396,632) | $ 68,465 |
Balance (in shares) at Jun. 30, 2021 | 200,255 | 200,255 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (64,792) | $ (53,386) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Non-cash royalty revenue related to sale of future royalties | (31,721) | (27,072) |
Non-cash interest expense on liability related to sale of future royalties and convertible senior notes | 8,201 | 11,783 |
Depreciation and amortization | 1,093 | 1,045 |
Gain on sale/disposal of fixed assets and impairment charges | (691) | |
Stock and deferred share unit compensation | 7,565 | 6,576 |
Change in operating assets and liabilities: | ||
Accounts receivable | 28 | 7,187 |
Unbilled receivable | (4,216) | 996 |
Contract asset | 2,589 | |
Prepaid and other current assets | (6,603) | (1,001) |
Operating lease right-of-use assets | 866 | 723 |
Other assets | 2,100 | (3,807) |
Accounts payable | 2,482 | 2,161 |
Accrued compensation | (893) | (4,191) |
Other accrued liabilities | (146) | 2,832 |
Deferred revenue | (837) | (817) |
Operating lease liability | (1,627) | (1,435) |
Net cash used for operating activities | (88,500) | (56,508) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (940) | (44) |
Proceeds from sale of equipment | 1,426 | |
Net cash (used for) provided by investing activities | (940) | 1,382 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock under stock plans | 1,664 | 664 |
Proceeds from common stock issuance, net of $106 and $230 of transaction costs, respectively | 33,458 | 97,743 |
Net cash provided by financing activities | 35,122 | 98,407 |
Net change in cash and cash equivalents | (54,318) | 43,281 |
Cash and cash equivalents, beginning of period | 293,856 | 176,225 |
Cash and cash equivalents, end of period | $ 239,538 | $ 219,506 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Transaction costs | $ 106 | $ 230 |
Nature of Business and Plan of
Nature of Business and Plan of Operations | 6 Months Ended |
Jun. 30, 2021 | |
Nature of Business and Plan of Operations | |
Nature of Business and Plan of Operations | A. Nature of Business and Plan of Operations ImmunoGen, Inc. (the Company) was incorporated in Massachusetts in 1981 and is focused on the development of antibody-drug conjugates (ADCs). The Company has generally incurred operating losses and negative cash flows from operations since inception, incurred a net loss of $64.8 million during the six months ended June 30, 2021, and has an accumulated deficit of approximately $1.4 billion as of June 30, 2021. The Company has primarily funded these losses through payments received from its collaborations and equity, convertible debt, and other financings. To date, the Company has no product revenue and management expects to continue to incur operating expenses related to research and development and potential commercialization of its portfolio over the next several years. As of June 30, 2021, the Company had $239.5 million of cash and cash equivalents on hand. The Company anticipates that its current capital resources will enable it to meet its operational expenses and capital expenditures for more than twelve months after the date these financial statements were issued. The Company may raise additional funds through equity, debt, or other financings, or generate revenues from collaborators through a combination of upfront license payments, milestone payments, royalty payments, and research funding. There can be no assurance that the Company will be able to obtain additional equity, debt, or other financing or generate revenues from collaborators on terms acceptable to the Company or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition and require the Company to defer or limit some or all of its research, development, and/or clinical projects. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, the development by its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, manufacturing and marketing limitations, complexities associated with managing collaboration arrangements, third-party reimbursements, and compliance with governmental regulations. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Basis of Presentation and Significant Accounting Policies | |
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 and six months ended June 30, 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 June 30, 2021, up through the date the Company issued these financial statements. Pursuant to an Open Market Sale Agreement SM under which the Company may issue and sell shares of its common stock for an aggregate sales price of up to $150.0 million, subsequent to June 30, 2021 and through the date the Company issued these financial statements, the Company has sold 1,891,030 shares of its common stock, generating net proceeds of approximately $11.0 million after deducting offering commissions and expenses. The Company did not have any other 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 six months ended June 30, 2021 and 2020 (in thousands): Balance at Balance at Six months ended June 30, 2021 December 31, 2020 Additions Deductions Impact of Netting June 30, 2021 Contract asset $ — $ — $ — $ — $ — Contract liabilities (deferred revenue) $ 110,109 $ — $ (837) $ — $ 109,272 Balance at Balance at Six months ended June 30, 2020 December 31, 2019 Additions Deductions Impact of Netting June 30, 2020 Contract asset $ 3,631 $ — $ (3,000) $ 411 $ 1,042 Contract liabilities (deferred revenue) $ 127,432 $ — $ (1,228) $ 411 $ 126,615 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 Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period $ 765 $ 945 $ 837 $ 1,228 During the six months ended June 30, 2021, the Company recorded $0.2 million as license and milestone fee revenue for delivery of certain materials to Viridian Therapeutics that had been previously deferred, and $0.1 million of amortization of deferred revenue related to numerous collaborators’ rights to technological improvements. Additionally, the Company recorded $0.5 million of previously deferred non-cash royalty revenue related to the sale of rights to Kadcyla royalties, further details of which can be found in Note E, “Liability Related to Sale of Future Royalties.” During the six months ended June 30, 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 $1.0 million of amortization related to numerous collaborators’ rights to technological improvements, which includes $0.9 million related to the termination of a license agreement with Takeda. Additionally, a contract asset of $2.7 million, net of a related $0.3 million 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 six months ended June 30, 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 June 30, 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 June 30, 2021 and December 31, 2020, the Company held $239.5 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 During the six months ended June 30, 2021, $1.0 million of convertible 4.5% senior notes outstanding was converted to 238,777 shares of the Company’s common stock. There was no similar activity during the six months ended June 30, 2020. The Company had $0.7 million of accrued capital expenditures as of December 31, 2020, which were subsequently paid during the six months ended June 30, 2021. The Company had no accrued capital expenditures as of June 30, 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 June 30, 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 June 30, 2021 (in thousands): Fair Value Measurements at June 30, 2021 Quoted Prices in Significant Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Total (Level 1) (Level 2) (Level 3) Cash equivalents $ 222,150 $ 222,150 $ — $ — 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 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 $1.1 million and $2.3 million, respectively, as of June 30, 2021 compared to $2.1 million and $4.3 million, respectively, as of December 31, 2020. In June 2021, $1.0 million of convertible 4.5% senior notes outstanding was converted to 238,777 shares of the Company’s common stock, with the remaining $1.1 million of convertible 4.5% senior notes paid in cash upon maturity on July 1, 2021. The fair value of the convertible notes was 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 were no trades involving the convertible notes since September 2019, the fair value as of June 30, 2021 and December 31, 2020 used 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 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 Six Months Ended June 30, June 30, 2021 2020 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 21,681 19,065 21,682 19,065 Common stock equivalents under treasury stock method for options, shares issuable under the employee stock purchase plan, and unvested restricted stock 2,772 982 3,138 1,204 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 June 30, 2021, the Company was authorized to grant future awards under three employee share-based compensation plans, which are the ImmunoGen, Inc. Amended and Restated 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 16, 2021, the 2018 Plan was amended to provide for the issuance of stock grants, the grant of options, and the grant of stock-based awards for up to an additional 6,600,000 shares of the Company’s common stock, as well as up to 22,392,986 shares of common stock which represent the number of shares of common stock remaining under the 2018 Plan as of March 31, 2021, and awards previously granted under the 2018 Plan and the Company’s former stock-based plans, including 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 March 31, 2021. 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 June 30, 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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Dividend None None None None Volatility 84.7% 88.0% 85.3% 84.7% Risk-free interest rate 1.01% 0.41% 0.67% 1.30% Expected life (years) 6.0 6.0 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 June 30, 2021 and 2020 were $4.92 and $3.39 per share, respectively, and $5.40 and $3.26 for options granted during the six months ended June 30, 2021 and 2020, respectively. A summary of option activity under the Company’s equity plans for the six months ended June 30, 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 4,202 7.60 Exercised (408) 3.22 Forfeited/Canceled (570) 8.98 Outstanding at June 30, 2021 21,622 6.37 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 June 30, 2021, 128,700 of these options were still outstanding. In 2020, the Company issued 2.6 million additional performance-based stock options to certain employees, all of which remain outstanding as of June 30, 2021, that will vest 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 stock 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 six months ended June 30, 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 June 30, 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. In June 2018, the Company's Board of Directors, with shareholder approval, adopted the ESPP. Following the automatic share increase on January 1, 2021, pursuant to the ESPP’s “evergreen” provision, an aggregate of 2,000,000 shares of common stock have been reserved for issuance under the ESPP. On June 30, 2021 and June 30, 2020, approximately 64,000, and 78,000 shares, respectively, were issued to participating employees at a fair value of $2.14 and $1.86 per share, respectively. 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 $3.6 million and $7.3 million during the three and six months ended June 30, 2021, respectively, compared to stock compensation expense of $3.4 million and $6.5 million for the three and six months ended June 30, 2020, respectively. As of June 30, 2021, the estimated fair value of unvested employee awards, exclusive of performance awards, was $32.7 million. The weighted average remaining vesting period for these awards is approximately three 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 each of the three and six months ended June 30, 2021, 99% of revenues were from Roche, consisting primarily of non-cash royalty revenue, compared to 94% and 96% of revenue from Roche in the three and six months ended June 30, 2020, respectively. There were no other customers of the Company that generated significant revenues in the three or six months ended June 30, 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. |
Agreements
Agreements | 6 Months Ended |
Jun. 30, 2021 | |
Agreements | |
Agreements | C. Agreements Significant Collaborative Agreements Roche In May 2000, the Company granted Genentech, now a member of the Roche Group, an exclusive license to use the Company’s maytansinoid ADC technology. Pursuant to this agreement, Roche developed and received marketing approval for its HER2-targeting ADC, Kadcyla, in the U.S., Japan, the European Union, and numerous other countries. In accordance with the Company’s revenue recognition policy, $32.2 million and $27.1 million of non-cash royalties on net sales of Kadcyla were recorded and included in non-cash royalty revenue for the six months ended June 30, 2021 and 2020, respectively. Kadcyla sales occurring after January 1, 2015 were covered by a royalty purchase agreement whereby the associated cash, except for a residual tail, was initially remitted to Immunity Royalty Holdings, L.P. (IRH). In January 2019, the Company sold its residual tail to OMERS, the defined benefit pension plan for municipal employees in the Province of Ontario, Canada, for a net payment of $65.2 million, as discussed further in Note E. Simultaneously, OMERS purchased IRH’s right to the royalties the Company previously sold as described above, therefore obtaining the rights to 100% of the royalties on the commercial sales of Kadcyla received from that date on. For additional information related to this agreement, as well as the Company’s other significant collaborative agreements, please read Note C, “Agreements - Significant Collaborative Agreements,” to the audited financial statements included within the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 1, 2021. |
Convertible 4.5% Senior Notes
Convertible 4.5% Senior Notes | 6 Months Ended |
Jun. 30, 2021 | |
Convertible 4.5% Senior Notes | |
Convertible 4.5% Senior Notes | D. Convertible 4.5% Senior Notes In 2016, the Company issued convertible notes with an aggregate principal amount of $100.0 million, of which $1.1 million remained outstanding as of June 30, 2021, which were subsequently repaid in full by a cash payment upon maturity on July 1, 2021. In June 2021, $1.0 million of convertible notes were converted to 238,777 shares of the Company’s common stock. The convertible notes were senior unsecured obligations with an interest rate of 4.5% per year, paid semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2017. The Company recorded $47,000 of interest expense in each of the six months ended June 30, 2021 and 2020. The Company analyzed the terms of the convertible notes and determined that under current accounting guidance the notes were entirely accounted for as debt and none of the terms of the notes required separate accounting. |
Liability Related to Sale of Fu
Liability Related to Sale of Future Royalties | 6 Months Ended |
Jun. 30, 2021 | |
Liability Related to Sale of Future Royalties | |
Liability Related to Sale of Future Royalties | E. Liability Related to Sale of Future Royalties In 2015, IRH purchased the right to receive 100% of the royalty payments on commercial sales of Kadcyla subsequent to December 31, 2014, arising under the Company’s development and commercialization license with Genentech, until IRH had received aggregate royalties equal to $235 million or $260 million, depending on when the aggregate royalties received by IRH reach a specified milestone. Once the applicable threshold was met, the Company would thereafter have received 85% and IRH would have received 15% of the Kadcyla royalties for the remaining royalty term. At the consummation of the transaction, the Company received cash proceeds of $200 million. As part of this sale, the Company incurred $5.9 million of transaction costs, which are presented net of the liability in the accompanying consolidated balance sheet and are being amortized to interest expense over the estimated life of the royalty purchase agreement. Although the Company sold its rights to receive royalties from the sales of Kadcyla, as a result of its then ongoing involvement in the cash flows related to these royalties, the Company continues to account for these royalties as revenue and recorded the $200 million in proceeds from this transaction as a liability related to sale of future royalties (Royalty Obligation) that is being amortized using the interest method over the estimated life of the royalty purchase agreement. In January 2019, the Company sold its residual rights to receive royalty payments on commercial sales of Kadcyla to OMERS, the defined benefit pension plan for municipal employees in the Province of Ontario, Canada, for a payment of $65.2 million (amount is net of $1.5 million in broker fees). Simultaneously, OMERS purchased IRH’s right to the royalties the Company previously sold to IRH as described above, therefore obtaining the rights to 100% of the royalties received from that date on. Because the Company will not be involved with the cash flows related to the residual royalties, the $65.2 million of net proceeds received from the sale of its residual rights to receive royalty payments was recorded as deferred revenue and will be amortized as the royalty revenue related to the residual rights is earned using the units of revenue approach. During the three months ended June 30, 2021, the aggregate royalty threshold was met and, in accordance with the Company’s revenue recognition policy, $0.5 million of revenue related to the residual rights was recorded and is included in non-cash royalty revenue for the three and six months ended June 30, 2021. Additionally, the purchase of IRH’s interest by OMERS did not result in an extinguishment or modification of the original instrument and, accordingly, the Company continues to account for the remaining obligation as a liability as outlined above. The following table shows the activity within the liability account during the six-month period ended June 30, 2021 (in thousands): Six Months Ended June 30, 2021 Liability related to sale of future royalties, net — beginning balance $ 85,439 Proceeds from sale of future royalties, net — Kadcyla royalty payments received and paid (38,051) Non-cash interest expense recognized 8,194 Liability related to sale of future royalties, net — ending balance $ 55,582 The Company receives royalty reports and royalty payments related to sales of Kadcyla from Roche one |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2021 | |
Capital Stock | |
Capital Stock | F. Capital Stock Compensation Policy for Non-Employee Directors Pursuant to the Compensation Policy for Non-Employee Directors, as amended, non-employee directors are granted deferred share units as part of their annual retainers that vest quarterly over approximately one year from the date of grant, contingent upon the individual remaining a director of ImmunoGen as of each vesting date. The number of deferred share units awarded is fixed per the policy on the date of the award. All unvested deferred share units will automatically vest immediately prior to the occurrence of a change of control. The redemption amount of deferred share units issued will be paid in shares of common stock of the Company on the date a director ceases to be a member of the Board of Directors. Pursuant to the Compensation Policy for Non-Employee Directors, as amended, non-employee directors also receive stock option awards upon initial election to the Board of Directors and annually thereafter. The directors received a total of 264,000 and 300,000 options in June 2021 and 2020, respectively, and the related compensation expense for the three and six months ended June 30, 2021 and 2020 is included in the amounts discussed in the “Stock-Based Compensation” section of Note B above. |
Restructuring Charge
Restructuring Charge | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring Charge | |
Restructuring Charge | G. Restructuring Charges During the six months ended June 30, 2020, the Company recorded a $(0.1) million adjustment to severance charges and $1.6 million in incremental benefits related to the 2019 corporate restructuring. A summary of activity against the corporate restructuring charge related to the employee terminations in 2021 is as follows: Employee Termination Benefits Costs Balance at December 31, 2020 $ 784 Payments during the period (221) Balance at June 30, 2021 $ 563 In addition to the termination benefits and other related charges, the Company has subleased laboratory and office space at 830 Winter Street in Waltham, Massachusetts no longer used in the business. The decision to vacate part of its corporate office resulted in a change in asset groupings and also represented an impairment indicator. The Company determined and continues to believe that the right-of-use asset and leasehold improvements are recoverable based on expected sublease income, and therefore, no impairment has been recorded. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Leases | H. Leases The Company currently has two real estate leases. The first is an agreement with CRP/King 830 Winter L.L.C. for the rental of approximately 120,000 square feet of laboratory and office space at 830 Winter Street, Waltham, Massachusetts through March 2026. The Company uses this space for its corporate headquarters and other operations. The Company may extend the lease for two additional terms of five years and is required to pay certain operating expenses for the leased premises subject to escalation charges for certain expense increases over a base amount. During 2020, the Company executed four subleases for approximately 65,000 square feet of this space through the remaining initial term of the lease. The balance of the space will be used by the Company. The second real estate lease is an agreement with PDM 930 Unit, LLC for the rental of 10,281 square feet of additional office space at 930 Winter Street, Waltham, Massachusetts through August 31, 2021. The Company is required to pay certain operating expenses for the leased premises based on its pro-rata share of such expenses for the entire rentable space of the building. The Company’s operating lease liabilities related to its real estate lease agreements were calculated using a collateralized incremental borrowing rate. The weighted average discount rate for the operating lease liability is approximately 11%. A 100 basis point change in the incremental borrowing rate would result in less than a $1 million impact to the ROU assets and liabilities recorded. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term, which was $2.0 million in each of the six-month periods ended June 30, 2021 and 2020 and is included in operating expenses in the consolidated statement of operations. Cash paid against operating lease liabilities was $2.7 million in each of the six-month periods ended June 30, 2021 and 2020. As of June 30, 2021, the Company’s ROU asset and lease liability for operating leases totaled $13.2 million and $20.2 million, respectively, and the weighted average remaining term of the operating leases is 4.7 years The maturities of operating lease liabilities discussed above are as follows (in thousands): 2021 (six months remaining) $ 2,565 2022 5,389 2023 5,510 2024 5,470 2025 5,490 Thereafter 1,376 Total lease payments 25,800 Less imputed interest (5,630) Total lease liabilities $ 20,170 In addition to the amounts in the table above, the Company is also responsible for variable operating expenses and real estate taxes that are expected to approximate $3.1 million per year through March 2026. Sublease Income In 2020, the Company executed four agreements to sublease a total of approximately 65,000 square feet of the Company’s leased space at 830 Winter Street, Waltham, Massachusetts through March 2026. During the six months ended June 30, 2021 and 2020, the Company recorded $2.4 million and $0.7 million of sublease income, respectively, inclusive of the sublessees’ proportionate share of operating expenses and real estate taxes for the period. Two of the four sublease agreements include an early termination option after certain periods of time for an agreed-upon fee. Assuming no early termination option is exercised, the Company will receive $14.6 million in minimum rental payments over the remaining term of the subleases, which is not included in the operating lease liability table above. The sublessees are also responsible for their proportionate share of variable operating expenses and real estate taxes. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | I. Commitments and Contingencies Manufacturing Commitments As of June 30, 2021, the Company has noncancelable obligations under several agreements related to in-process and future manufacturing of antibody and cytotoxic agents required for supply of the Company’s product candidates totaling $5.8 million, which will be paid in 2021. Additionally, pursuant to commercial agreements for future production of antibody, our noncancelable commitments total $30.5 million at June 30, 2021. Litigation The Company is not a party to any material litigation. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Basis of Presentation and Significant Accounting Policies | |
Basis of Presentation | 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 and six months ended June 30, 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 | Subsequent Events The Company has evaluated all events or transactions that occurred after June 30, 2021, up through the date the Company issued these financial statements. Pursuant to an Open Market Sale Agreement SM under which the Company may issue and sell shares of its common stock for an aggregate sales price of up to $150.0 million, subsequent to June 30, 2021 and through the date the Company issued these financial statements, the Company has sold 1,891,030 shares of its common stock, generating net proceeds of approximately $11.0 million after deducting offering commissions and expenses. The Company did not have any other material recognized or unrecognized subsequent events during this period. |
Financial Instruments and Concentration of Credit Risk | 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 June 30, 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 | Cash and Cash Equivalents All highly liquid financial instruments with maturities of three months or less when purchased are considered cash equivalents. As of June 30, 2021 and December 31, 2020, the Company held $239.5 million and $293.9 million, respectively, in cash and money market funds, which were classified as cash and cash equivalents. |
Non-cash Investing | Non-cash Investing and Financing Activities During the six months ended June 30, 2021, $1.0 million of convertible 4.5% senior notes outstanding was converted to 238,777 shares of the Company’s common stock. There was no similar activity during the six months ended June 30, 2020. The Company had $0.7 million of accrued capital expenditures as of December 31, 2020, which were subsequently paid during the six months ended June 30, 2021. The Company had no accrued capital expenditures as of June 30, 2021. |
Fair Value of Financial Instruments | 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 June 30, 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 June 30, 2021 (in thousands): Fair Value Measurements at June 30, 2021 Quoted Prices in Significant Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Total (Level 1) (Level 2) (Level 3) Cash equivalents $ 222,150 $ 222,150 $ — $ — 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 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 $1.1 million and $2.3 million, respectively, as of June 30, 2021 compared to $2.1 million and $4.3 million, respectively, as of December 31, 2020. In June 2021, $1.0 million of convertible 4.5% senior notes outstanding was converted to 238,777 shares of the Company’s common stock, with the remaining $1.1 million of convertible 4.5% senior notes paid in cash upon maturity on July 1, 2021. The fair value of the convertible notes was 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 were no trades involving the convertible notes since September 2019, the fair value as of June 30, 2021 and December 31, 2020 used Level 3 inputs. |
Computation of Net Loss per Common Share | 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 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 Six Months Ended June 30, June 30, 2021 2020 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 21,681 19,065 21,682 19,065 Common stock equivalents under treasury stock method for options, shares issuable under the employee stock purchase plan, and unvested restricted stock 2,772 982 3,138 1,204 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 | Stock-Based Compensation As of June 30, 2021, the Company was authorized to grant future awards under three employee share-based compensation plans, which are the ImmunoGen, Inc. Amended and Restated 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 16, 2021, the 2018 Plan was amended to provide for the issuance of stock grants, the grant of options, and the grant of stock-based awards for up to an additional 6,600,000 shares of the Company’s common stock, as well as up to 22,392,986 shares of common stock which represent the number of shares of common stock remaining under the 2018 Plan as of March 31, 2021, and awards previously granted under the 2018 Plan and the Company’s former stock-based plans, including 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 March 31, 2021. 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 June 30, 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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Dividend None None None None Volatility 84.7% 88.0% 85.3% 84.7% Risk-free interest rate 1.01% 0.41% 0.67% 1.30% Expected life (years) 6.0 6.0 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 June 30, 2021 and 2020 were $4.92 and $3.39 per share, respectively, and $5.40 and $3.26 for options granted during the six months ended June 30, 2021 and 2020, respectively. A summary of option activity under the Company’s equity plans for the six months ended June 30, 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 4,202 7.60 Exercised (408) 3.22 Forfeited/Canceled (570) 8.98 Outstanding at June 30, 2021 21,622 6.37 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 June 30, 2021, 128,700 of these options were still outstanding. In 2020, the Company issued 2.6 million additional performance-based stock options to certain employees, all of which remain outstanding as of June 30, 2021, that will vest 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 stock 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 six months ended June 30, 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 June 30, 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. In June 2018, the Company's Board of Directors, with shareholder approval, adopted the ESPP. Following the automatic share increase on January 1, 2021, pursuant to the ESPP’s “evergreen” provision, an aggregate of 2,000,000 shares of common stock have been reserved for issuance under the ESPP. On June 30, 2021 and June 30, 2020, approximately 64,000, and 78,000 shares, respectively, were issued to participating employees at a fair value of $2.14 and $1.86 per share, respectively. 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 $3.6 million and $7.3 million during the three and six months ended June 30, 2021, respectively, compared to stock compensation expense of $3.4 million and $6.5 million for the three and six months ended June 30, 2020, respectively. As of June 30, 2021, the estimated fair value of unvested employee awards, exclusive of performance awards, was $32.7 million. The weighted average remaining vesting period for these awards is approximately three years . |
Segment Information | 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 each of the three and six months ended June 30, 2021, 99% of revenues were from Roche, consisting primarily of non-cash royalty revenue, compared to 94% and 96% of revenue from Roche in the three and six months ended June 30, 2020, respectively. There were no other customers of the Company that generated significant revenues in the three or six months ended June 30, 2021 and 2020. |
Recently Adopted Accounting Pronouncements | 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. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Basis of Presentation and Significant Accounting Policies | |
Contract assets and contract liabilities | The following tables present changes in the Company’s contract assets and contract liabilities during the six months ended June 30, 2021 and 2020 (in thousands): Balance at Balance at Six months ended June 30, 2021 December 31, 2020 Additions Deductions Impact of Netting June 30, 2021 Contract asset $ — $ — $ — $ — $ — Contract liabilities (deferred revenue) $ 110,109 $ — $ (837) $ — $ 109,272 Balance at Balance at Six months ended June 30, 2020 December 31, 2019 Additions Deductions Impact of Netting June 30, 2020 Contract asset $ 3,631 $ — $ (3,000) $ 411 $ 1,042 Contract liabilities (deferred revenue) $ 127,432 $ — $ (1,228) $ 411 $ 126,615 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 Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period $ 765 $ 945 $ 837 $ 1,228 |
Schedule of assets that are required to be measured at fair value on a recurring basis | As of June 30, 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 June 30, 2021 (in thousands): Fair Value Measurements at June 30, 2021 Quoted Prices in Significant Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Total (Level 1) (Level 2) (Level 3) Cash equivalents $ 222,150 $ 222,150 $ — $ — 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 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 $ — $ — |
Schedule of common stock equivalents, as calculated in accordance with the treasury-stock method | The Company’s common stock equivalents, as calculated in accordance with the treasury-stock method for 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 Six Months Ended June 30, June 30, 2021 2020 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 21,681 19,065 21,682 19,065 Common stock equivalents under treasury stock method for options, shares issuable under the employee stock purchase plan, and unvested restricted stock 2,772 982 3,138 1,204 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 |
Schedule of assumptions | Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Dividend None None None None Volatility 84.7% 88.0% 85.3% 84.7% Risk-free interest rate 1.01% 0.41% 0.67% 1.30% Expected life (years) 6.0 6.0 6.0 6.0 |
Summary of stock option activity | A summary of option activity under the Company’s equity plans for the six months ended June 30, 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 4,202 7.60 Exercised (408) 3.22 Forfeited/Canceled (570) 8.98 Outstanding at June 30, 2021 21,622 6.37 |
Summary of restricted stock activity | A summary of restricted stock and restricted stock unit activity under the Company’s equity plans for the six months ended June 30, 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 June 30, 2021 59 $ 2.47 |
Liability Related to Sale of _2
Liability Related to Sale of Future Royalties (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Liability Related to Sale of Future Royalties | |
Schedule of Liability account during the period from the inception of the royalty transaction | The following table shows the activity within the liability account during the six-month period ended June 30, 2021 (in thousands): Six Months Ended June 30, 2021 Liability related to sale of future royalties, net — beginning balance $ 85,439 Proceeds from sale of future royalties, net — Kadcyla royalty payments received and paid (38,051) Non-cash interest expense recognized 8,194 Liability related to sale of future royalties, net — ending balance $ 55,582 |
Restructuring Charge (Tables)
Restructuring Charge (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring Charge | |
Schedule activity against the restructuring charge related to the employee terminations | A summary of activity against the corporate restructuring charge related to the employee terminations in 2021 is as follows: Employee Termination Benefits Costs Balance at December 31, 2020 $ 784 Payments during the period (221) Balance at June 30, 2021 $ 563 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Schedule of maturities of operating lease liabilities | The maturities of operating lease liabilities discussed above are as follows (in thousands): 2021 (six months remaining) $ 2,565 2022 5,389 2023 5,510 2024 5,470 2025 5,490 Thereafter 1,376 Total lease payments 25,800 Less imputed interest (5,630) Total lease liabilities $ 20,170 |
Nature of Business and Plan o_2
Nature of Business and Plan of Operations (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jul. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss | $ (64,792) | $ (53,386) | |||||
Accumulated deficit | $ (1,396,632) | (1,396,632) | $ (1,331,840) | ||||
Total revenues | 16,948 | $ 15,025 | 32,654 | 28,312 | |||
Cash and cash equivalents | $ 239,538 | $ 219,506 | $ 239,538 | $ 219,506 | $ 293,856 | $ 176,225 | |
Number of months Capital resources meets capital expenditures | 12 months | ||||||
Product | |||||||
Total revenues | $ 0 | ||||||
Open Market Sale Agreement | Subsequent event | |||||||
Consideration received from sale of common stock | $ 11,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Subsequent Events (Details) - Subsequent event - Open Market Sale Agreement $ in Millions | 1 Months Ended |
Jul. 31, 2021USD ($)shares | |
Subsequent Event [Line Items] | |
Aggregate sales price | $ 150 |
Number of shares sold | shares | 1,891,030 |
Consideration received from sale of common stock | $ 11 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Performance Obligations (Details) $ in Millions | Jun. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 109.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations, percent | 0.49% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations, percent | 0.38% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2031-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations, percent | 0.13% |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 12 months |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 13 months |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2031-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 61 months |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 60 months |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2031-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 120 months |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Contract Balances (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Changes in the Company's contract assets and contract liabilities | ||
Contract asset, Beginning balance | $ 3,631 | |
Contract asset, Additions | 0 | |
Contract asset, Deductions | 3,000 | |
Contract Asset, Impact Of Netting. | 411 | |
Contract asset, Ending balance | 1,042 | |
Contract liabilities: | ||
Contract liabilities (deferred revenue), Beginning balance | $ 110,109 | 127,432 |
Contract liabilities (deferred revenue), Deductions | (837) | (1,228) |
Contract Liabilities (deferred revenue), Impact Of Netting | 411 | |
Contract liabilities (deferred revenue), Ending balance | $ 109,272 | $ 126,615 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Revenues Recognized as a Result of Changes in Contract Asset and Liability Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue recognized in the period from: | ||||
Amounts included in contract liabilities at the beginning of the period | $ 765 | $ 945 | $ 837 | $ 1,228 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Contract Balances from Contracts with Customers - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue recognized in the period from: | ||||||
Revenue from contract with customer | $ 16,948 | $ 15,025 | $ 32,654 | $ 28,312 | ||
Deferred revenue | 109,272 | 126,615 | 109,272 | 126,615 | $ 110,109 | $ 127,432 |
Contract assets | 1,042 | 1,042 | $ 3,631 | |||
Contract liability | 53,792 | 53,792 | $ 29,249 | |||
License and milestone fees | ||||||
Revenue recognized in the period from: | ||||||
Revenue from contract with customer | 252 | 945 | 409 | 1,228 | ||
Kadcyla | ||||||
Revenue recognized in the period from: | ||||||
Net proceeds from sale of residual rights to receive royalty payments | 500 | |||||
CytomX and Novartis | License and milestone fees | ||||||
Revenue recognized in the period from: | ||||||
Revenue from contract with customer | 200 | |||||
CytomX and Novartis | Technological Improvements | ||||||
Revenue recognized in the period from: | ||||||
Deferred revenue | 1,000 | 1,000 | ||||
CytomX and Novartis | Probable Milestone | ||||||
Revenue recognized in the period from: | ||||||
Contract assets | 2,700 | 2,700 | ||||
Contract liability | 300 | 300 | ||||
Takeda | Technological Improvements | ||||||
Revenue recognized in the period from: | ||||||
Deferred Revenue related to termination of license agreement | $ 900 | $ 900 | ||||
Viridian | License and milestone fees | ||||||
Revenue recognized in the period from: | ||||||
Revenue from contract with customer | 200 | |||||
Viridian | Technological Improvements | ||||||
Revenue recognized in the period from: | ||||||
Deferred revenue | $ 100 | $ 100 |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies - Financial Instruments and Concentration of Credit Risk (Details) | 6 Months Ended | |
Jun. 30, 2021USD ($)item | Dec. 31, 2020USD ($) | |
Financial Instruments and Concentration of Credit Risk | ||
Number of financial institutions in the U.S. in which cash and cash equivalents are primarily maintained | item | 3 | |
Marketable securities held by entity | $ | $ 0 | $ 0 |
Basis of Presentation and Sig_9
Basis of Presentation and Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Basis of Presentation and Significant Accounting Policies | ||||
Cash and cash equivalents | $ 239,538 | $ 293,856 | $ 219,506 | $ 176,225 |
Basis of Presentation and Si_10
Basis of Presentation and Significant Accounting Policies - Non-cash Investing and Financing Activities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jan. 01, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||||
Interest rate (as a percent) | 4.50% | 4.50% | 4.50% | ||
Accrued capital expenditures | $ 0 | $ 700,000 | |||
Convertible 4.5% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt converted | $ 1,000,000 | $ 1,000,000 | |||
Interest rate (as a percent) | 4.50% | 4.50% | 4.50% | ||
Principal amount of debt | $ 100,000,000 | ||||
Shares issued with debt conversion (in shares) | 238,777 | 238,777 |
Basis of Presentation and Si_11
Basis of Presentation and Significant Accounting Policies - Fair Value of Financial Instruments (Details) $ in Thousands | Jul. 01, 2021USD ($) | Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($)item | Dec. 31, 2020USD ($)item | Jan. 01, 2017 |
Fair value hierarchy for the Company's financial assets measured at fair value | ||||||
Interest rate (as a percent) | 4.50% | 4.50% | 4.50% | 4.50% | ||
Convertible debt amount | $ 1,000 | |||||
Number of trades | item | 0 | 0 | ||||
Convertible 4.5% Senior Notes | ||||||
Fair value hierarchy for the Company's financial assets measured at fair value | ||||||
Interest rate (as a percent) | 4.50% | 4.50% | 4.50% | 4.50% | ||
Gross carrying amount | $ 1,100 | $ 1,100 | $ 1,100 | $ 2,100 | ||
Convertible debt amount | $ 1,000 | |||||
Convertible debt, number of common shares issued | shares | 238,777 | |||||
Significant Unobservable Inputs (Level 3) | Convertible 4.5% Senior Notes | ||||||
Fair value hierarchy for the Company's financial assets measured at fair value | ||||||
Convertible debt fair value | $ 2,300 | 2,300 | 2,300 | 4,300 | ||
Recurring basis | ||||||
Fair value hierarchy for the Company's financial assets measured at fair value | ||||||
Cash equivalents | 222,150 | 222,150 | 222,150 | 194,525 | ||
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Fair value hierarchy for the Company's financial assets measured at fair value | ||||||
Cash equivalents | 222,150 | 222,150 | 222,150 | 194,525 | ||
Recurring basis | Significant Other Observable Inputs (Level 2) | ||||||
Fair value hierarchy for the Company's financial assets measured at fair value | ||||||
Cash equivalents | 0 | 0 | 0 | 0 | ||
Recurring basis | Significant Unobservable Inputs (Level 3) | ||||||
Fair value hierarchy for the Company's financial assets measured at fair value | ||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | ||
Subsequent event | ||||||
Fair value hierarchy for the Company's financial assets measured at fair value | ||||||
Convertible debt paid in cash | $ 1,100 |
Basis of Presentation and Si_12
Basis of Presentation and Significant Accounting Policies - Computation of Net Loss per Common Share (Details) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021shares | Jun. 30, 2020USD ($)shares | Jun. 30, 2021shares | Jun. 30, 2020USD ($)shares | |
Computation of Net Loss per Common Share | ||||
Options outstanding to purchase common stock, shares issuable under the employee stock purchase plan, and unvested restricted stock/units at end of period | 21,681 | 19,065 | 21,682 | 19,065 |
Common stock equivalents under treasury stock method for options, shares issuable under the employee stock purchase plan, and unvested restricted stock | 2,772 | 982 | 3,138 | 1,204 |
Shares issuable upon conversion of convertible notes at end of period (in shares) | $ | 501 | 501 | ||
Common stock equivalents under if-converted method for convertible notes (in shares) | 501 | 501 |
Basis of Presentation and Si_13
Basis of Presentation and Significant Accounting Policiess - Stock-Based Compensation (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2018installmentshares | Jun. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)plan$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019itemshares | Dec. 31, 2017itemshares | Dec. 31, 2016itemshares | Jun. 16, 2021shares | Jun. 30, 2018shares | |
Stock-Based Compensation | ||||||||||||||
Number of employee share-based compensation plans | plan | 3 | |||||||||||||
Weighted-average assumptions used to estimate the fair value of each stock option | ||||||||||||||
Dividend (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||||||||||
Proceeds from Stock Options Exercised | $ | $ 1,664,000 | $ 664,000 | ||||||||||||
Directors' deferred share unit compensation | $ | $ 144,000 | $ 149,000 | $ 149,000 | $ 149,000 | $ 45,000 | |||||||||
ESPP | ||||||||||||||
Weighted-Average Grant Date Fair Value | ||||||||||||||
Awarded (in dollars per share) | $ / shares | $ 2.14 | $ 1.86 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||||||||||
Aggregate number of common shares reserved for future issuance | 2,000,000 | |||||||||||||
Shares issued to participating employees | 64,000 | 78,000 | 64,000 | 78,000 | ||||||||||
Awarded (in dollars per share) | $ / shares | $ 2.14 | $ 1.86 | ||||||||||||
Stock options and restricted stock awards | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
Vesting period | 3 years | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||||||||||
Allocated Share-based Compensation Expense | $ | $ 3,600,000 | $ 3,400,000 | $ 7,300,000 | $ 6,500,000 | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ | $ 32,700,000 | $ 32,700,000 | ||||||||||||
Stock options | ||||||||||||||
Weighted-average assumptions used to estimate the fair value of each stock option | ||||||||||||||
Dividend (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||
Volatility (as a percent) | 84.70% | 88.00% | 85.30% | 84.70% | ||||||||||
Risk-free interest rate (as a percent) | 1.01% | 0.41% | 0.67% | 1.30% | ||||||||||
Expected life | 6 years | 6 years | 6 years | 6 years | ||||||||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 4.92 | $ 3.39 | $ 5.40 | $ 3.26 | ||||||||||
Number of Stock Options | ||||||||||||||
Outstanding at the beginning of the period (in shares) | 18,398,000 | 18,398,000 | ||||||||||||
Granted (in shares) | 4,202,000 | |||||||||||||
Exercised (in shares) | (408,000) | |||||||||||||
Forfeited/Canceled (in shares) | (570,000) | |||||||||||||
Outstanding at the end of the period (in shares) | 21,622,000 | 18,398,000 | 21,622,000 | 18,398,000 | ||||||||||
Weighted-Average Exercise Price | ||||||||||||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 6.10 | $ 6.10 | ||||||||||||
Granted (in dollars per share) | $ / shares | 7.60 | |||||||||||||
Exercised (in dollars per share) | $ / shares | 3.22 | |||||||||||||
Forfeited/Canceled (in dollars per share) | $ / shares | 8.98 | |||||||||||||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 6.37 | $ 6.10 | $ 6.37 | $ 6.10 | ||||||||||
Performance shares | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
Number of equal installments | installment | 2 | |||||||||||||
Number of Stock Options | ||||||||||||||
Granted (in shares) | 2,600,000 | |||||||||||||
Outstanding at the end of the period (in shares) | 128,700 | 128,700 | ||||||||||||
Number of Restricted Stock Shares | ||||||||||||||
Awarded (in shares) | 295,200 | 57,400 | 57,400 | 57,400 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||||||||||
Allocated Share-based Compensation Expense | $ | $ 0 | $ 0 | ||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ | $ 9,400,000 | $ 9,400,000 | ||||||||||||
Restricted stock | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
Number of equal installments | item | 3 | 3 | 3 | |||||||||||
Number of Restricted Stock Shares | ||||||||||||||
Unvested at the beginning of the period (in shares) | 61,000 | 61,000 | ||||||||||||
Vested (in shares) | (2,000) | |||||||||||||
Unvested at the end of the period (in shares) | 59,000 | 61,000 | 59,000 | 61,000 | ||||||||||
Weighted-Average Grant Date Fair Value | ||||||||||||||
Unvested at the beginning of the period (in dollars per share) | $ / shares | $ 2.47 | $ 2.47 | ||||||||||||
Vested (in dollars per share) | $ / shares | 2.53 | |||||||||||||
Unvested at the end of the period (in dollars per share) | $ / shares | $ 2.47 | $ 2.47 | $ 2.47 | $ 2.47 | ||||||||||
Restricted stock | Officers | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||||||||||
Allocated Share-based Compensation Expense | $ | $ 0 | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ | $ 100,000 | $ 100,000 | ||||||||||||
2018 Plan | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
Common stock authorized for issuance (in shares) | 22,392,986 | 6,600,000 | ||||||||||||
Inducement Plan | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
Number of employee share-based compensation plans | plan | 2 | |||||||||||||
Common stock authorized for issuance (in shares) | 3,500,000 | |||||||||||||
2018 Plan and Inducement Plan | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
Exercise period | 10 years | |||||||||||||
2018 Plan and Inducement Plan | Maximum | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
Vesting period | 4 years |
Basis of Presentation and Si_14
Basis of Presentation and Significant Accounting Policies - Segment Information (Details) - segment | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Information | ||||
Number of operating segments | 1 | 1 | 1 | 1 |
Other customers | Revenue | Customer concentration | ||||
Segment Information | ||||
Percentages of revenue recognized | 0.00% | 0.00% | 0.00% | 0.00% |
Royalty revenue | Roche | Revenue | Customer concentration | ||||
Segment Information | ||||
Percentages of revenue recognized | 99.00% | 94.00% | 99.00% | 96.00% |
Agreements - Roche (Details)
Agreements - Roche (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jan. 31, 2019 | May 31, 2000 | Jun. 30, 2021 | Jun. 30, 2020 | |
Collaborative Agreements disclosures | ||||
Non-cash royalty revenue related to sale of future royalties | $ 31,721 | $ 27,072 | ||
Roche | ||||
Collaborative Agreements disclosures | ||||
Period in arrears to receive royalty reports and payments related to sales of Kadcyla | 3 months | |||
Percentage of royalty payments | 100.00% | |||
Roche | Kadcyla | ||||
Collaborative Agreements disclosures | ||||
Non-cash royalty revenue related to sale of future royalties | $ 32,200 | $ 27,100 | ||
OMERS | Kadcyla | ||||
Collaborative Agreements disclosures | ||||
Non-cash royalty revenue related to sale of future royalties | $ 65,200 | |||
Percentage of royalty payments | 100.00% |
Convertible 4.5% Senior Notes (
Convertible 4.5% Senior Notes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jan. 01, 2017 | Dec. 31, 2016 | |
Convertible debt | |||||||
Interest rate (as a percent) | 4.50% | 4.50% | 4.50% | ||||
Interest expense | $ 23,000 | $ 23,000 | $ 47,000 | $ 47,000 | |||
Transaction costs | 34,000 | ||||||
Convertible 4.5% Senior Notes | |||||||
Convertible debt | |||||||
Principal amount of debt | $ 100,000,000 | ||||||
Convertible debt outstanding | $ 1,100,000 | $ 1,100,000 | |||||
Shares issued with debt conversion (in shares) | 238,777 | 238,777 | |||||
Debt converted | $ 1,000,000 | $ 1,000,000 | |||||
Interest rate (as a percent) | 4.50% | 4.50% | 4.50% | ||||
Interest expense | $ 47,000 | $ 47,000 |
Liability Related to Sale of _3
Liability Related to Sale of Future Royalties (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2015 | |
Liability Related to Sale of Future Royalties | |||||
Non-cash royalty revenue related to the sale of future royalties | $ 31,721 | $ 27,072 | |||
Kadcyla | |||||
Liability Related to Sale of Future Royalties | |||||
Percentage of royalty payments if applicable threshold is met | 85.00% | ||||
Net proceeds from sale of residual rights to receive royalty payments | 500 | ||||
IRH | Kadcyla | |||||
Liability Related to Sale of Future Royalties | |||||
Percentage of royalty payments | 100.00% | ||||
Percentage of royalty payments if applicable threshold is met | 15.00% | ||||
Proceeds from sale of future royalties, net | 200,000 | $ 200,000 | |||
Transaction costs for royalty agreements | 5,900 | ||||
Change in liability related to sale of future royalties | |||||
Liability related to sale of future royalties, net - beginning balance | 85,439 | ||||
Proceeds from sale of future royalties, net | 200,000 | 200,000 | |||
Royalty payments received and paid | (38,051) | ||||
Non-cash interest expense recognized | 8,194 | ||||
Liability related to sale of future royalties, net - ending balance | $ 55,582 | $ 55,582 | |||
Effective annual interest rate | 10.50% | ||||
Current effective interest rate | 20.3 | ||||
IRH | Kadcyla | Maximum | |||||
Liability Related to Sale of Future Royalties | |||||
Royalties threshold | 260,000 | ||||
IRH | Kadcyla | Minimum | |||||
Liability Related to Sale of Future Royalties | |||||
Royalties threshold | $ 235,000 | ||||
OMERS | Kadcyla | |||||
Liability Related to Sale of Future Royalties | |||||
Percentage of royalty payments | 100.00% | ||||
Non-cash royalty revenue related to the sale of future royalties | $ 65,200 | ||||
Contingent broker fees | 1,500 | ||||
Net proceeds from sale of residual rights to receive royalty payments | $ 65,200 | $ 500 | $ 500 |
Capital Stock (Details)
Capital Stock (Details) - shares | Dec. 09, 2016 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 |
Stock options | ||||
Stock-based compensation disclosure | ||||
Stock options granted to directors (in shares) | 4,202,000 | |||
Compensation Policy for Non-Employee Directors | Stock options | ||||
Stock-based compensation disclosure | ||||
Stock options granted to directors (in shares) | 264,000 | 300,000 | ||
Compensation Policy for Non-Employee Directors | Deferred share units | ||||
Stock-based compensation disclosure | ||||
Vesting period | 1 year |
Restructuring Charge (Details)
Restructuring Charge (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Workforce reduction | ||
Restructuring charge | ||
Balance at beginning of the period | $ 784 | |
Additional charges/adjustments during the period | $ (100) | |
Payments during the period | (221) | |
Balance at end of the period | $ 563 | |
Incremental retention benefits | 2019 Corporate Restructuring | ||
Restructuring | ||
Severance costs, charges incurred | $ 1,600 |
Leases - Operating Leases (Deta
Leases - Operating Leases (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021USD ($)ft²itemlease | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)ft²agreementlease | |
Lessee, Lease, Description [Line Items] | |||
Number of real estate leases | lease | 2 | ||
Right-of-use assets | $ 13,206 | $ 14,072 | |
Lease liabilities | $ 20,170 | ||
Weighted-average discount rate | 11.00% | ||
Lease expense for operating lease payments | $ 2,000 | $ 2,000 | |
Cash paid against operating lease liabilities | $ 2,700 | 2,700 | |
Weighted average remaining term of the operating leases | 4 years 8 months 12 days | ||
Sublease income | $ 2,400 | $ 700 | |
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
100 basis point change effect on ROU asset | $ 1,000 | ||
CRP/King 830 Winter L.L.C. | |||
Lessee, Lease, Description [Line Items] | |||
Area of space leased | ft² | 120,000 | ||
Number of additional terms for which lease agreement can be extended | item | 2 | ||
Operating lease term extension period | 5 years | ||
Number of executed sub-lease spaces | lease | 4 | ||
Area of executed sublease space | ft² | 65,000 | ||
PDM 930 Unit, LLC | |||
Lessee, Lease, Description [Line Items] | |||
Area of executed sublease space | ft² | 10,281 | ||
Winter Street 930 Waltham MA | |||
Lessee, Lease, Description [Line Items] | |||
Number of executed sub-lease spaces | agreement | 4 | ||
Area of executed sublease space | ft² | 65,000 | ||
Minimum rental payments over the remaining term of the sublease | $ 14,600 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Leases | |
2021 (six months remaining) | $ 2,565 |
2022 | 5,389 |
2023 | 5,510 |
2024 | 5,470 |
2025 | 5,490 |
Thereafter | 1,376 |
Total lease payments | 25,800 |
Less imputed interest | (5,630) |
Total lease liabilities | 20,170 |
Variable operating costs and real estate taxes | $ 3,100 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2021USD ($) |
In-process and future manufacturing of antibody and cytotoxic agents | |
Collaborations and Manufacturing Commitments | |
Noncancelable obligations under several agreements | $ 5.8 |
Minimum | |
Collaborations and Manufacturing Commitments | |
Manufacturing commitment | $ 30.5 |