Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 14, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Central Index Key | 0001159036 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-32335 | ||
Entity Registrant Name | HALOZYME THERAPEUTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 88-0488686 | ||
Entity Address, Address Line One | 12390 El Camino Real | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92130 | ||
City Area Code | 858 | ||
Local Phone Number | 794-8889 | ||
Title of 12(b) Security | Common Stock, $0.001 Par Value | ||
Trading Symbol | HALO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5.1 | ||
Entity Common Stock, Shares Outstanding | 135,366,862 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Diego, California |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 234,195 | $ 118,719 |
Marketable securities, available-for-sale | 128,599 | 622,203 |
Accounts receivable, net and other contract assets | 231,072 | 90,975 |
Inventories | 100,123 | 53,908 |
Prepaid expenses and other current assets | 45,024 | 40,482 |
Total current assets | 739,013 | 926,287 |
Property and equipment, net | 75,570 | 8,794 |
Prepaid expenses and other assets | 26,301 | 13,414 |
Goodwill | 409,049 | 0 |
Intangible assets, net | 546,652 | 0 |
Deferred tax assets, net | 44,426 | 155,434 |
Restricted cash | 500 | 500 |
Total assets | 1,841,511 | 1,104,429 |
Current liabilities: | ||
Accounts payable | 17,693 | 1,541 |
Accrued expenses | 96,516 | 24,441 |
Deferred revenue, current portion | 3,246 | 1,746 |
Current portion of long-term debt, net | 13,334 | 89,419 |
Total current liabilities | 130,789 | 117,147 |
Deferred revenue, net of current portion | 2,253 | 2,530 |
Long-term debt, net | 1,492,766 | 787,255 |
Long-term debt, net | 30,433 | 544 |
Contingent liability | 15,472 | 0 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Preferred stock - $0.001 par value; 20,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock - $0.001 par value; 300,000 shares authorized; 135,154 and 137,498 shares issued and outstanding at December 31, 2022 and 2021, respectively | 135 | 138 |
Additional paid-in capital | 27,368 | 256,347 |
Accumulated other comprehensive loss | (922) | (620) |
Retained earnings (Accumulated deficit) | 143,217 | (58,912) |
Total stockholders’ equity | 169,798 | 196,953 |
Total liabilities and stockholders’ equity | $ 1,841,511 | $ 1,104,429 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Preferred stock authorized (shares) | 20,000,000 | 20,000,000 |
Preferred stock issued (shares) | 0 | 0 |
Preferred stock outstanding (shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (shares) | 300,000,000 | 300,000,000 |
Common stock issued (shares) | 135,154,000 | 137,498,000 |
Common stock outstanding (shares) | 135,154,000 | 137,498,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
Total revenues | $ 660,116 | $ 443,310 | $ 267,594 |
Operating expenses: | |||
Cost of sales | 139,304 | 81,413 | 43,367 |
Amortization of intangible assets | 43,148 | 0 | 0 |
Research and development | 66,607 | 35,672 | 34,236 |
Selling, general and administrative | 143,526 | 50,323 | 45,736 |
Total operating expenses | 392,585 | 167,408 | 123,339 |
Operating income | 267,531 | 275,902 | 144,255 |
Other income (expense): | |||
Investment and other income, net | 1,046 | 1,102 | 5,425 |
Induced conversion expense related to convertible notes | (2,712) | (20,960) | 0 |
Interest expense | (16,947) | (7,526) | (20,378) |
Net income before income taxes | 248,918 | 248,518 | 129,302 |
Income tax expense (benefit) | 46,789 | (154,192) | 217 |
Net income | $ 202,129 | $ 402,710 | $ 129,085 |
Net income per share: | |||
Basic (USD per share) | $ 1.48 | $ 2.86 | $ 0.95 |
Diluted (USD per share) | $ 1.44 | $ 2.74 | $ 0.91 |
Shares used in computing net income per share: | |||
Basic (shares) | 136,844 | 140,646 | 136,206 |
Diluted (shares) | 140,608 | 146,796 | 141,463 |
Royalties | |||
Revenues: | |||
Total revenues | $ 360,475 | $ 203,900 | $ 88,596 |
Product sales, net | |||
Revenues: | |||
Total revenues | 191,030 | 104,224 | 55,987 |
Revenues under collaborative agreements | |||
Revenues: | |||
Total revenues | $ 108,611 | $ 135,186 | $ 123,011 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 202,129 | $ 402,710 | $ 129,085 |
Other comprehensive income: | |||
Unrealized loss on marketable securities | (349) | (683) | (164) |
Foreign currency translation adjustment | 8 | 15 | (32) |
Unrealized gain (loss) on foreign currency | 39 | 26 | (22) |
Total comprehensive income | $ 201,827 | $ 402,068 | $ 128,867 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net income | $ 202,129 | $ 402,710 | $ 129,085 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Share-based compensation | 24,397 | 20,820 | 17,204 |
Depreciation and amortization | 6,493 | 2,997 | 3,284 |
Amortization of intangible assets | 43,148 | 0 | 0 |
Total amortization of debt discount | 7,839 | 3,642 | 14,136 |
Amortization of (accretion of discounts) premiums on marketable securities | 1,106 | 2,257 | 839 |
Realized loss on marketable securities | 1,727 | 0 | 0 |
Loss (gain) on disposal of equipment | 129 | 0 | (772) |
Deferral of unearned revenue | 0 | 0 | 4,632 |
Recognition of deferred revenue | (2,494) | (1,496) | (4,119) |
Lease payments deferred | (903) | (751) | (1,033) |
Loss on impairment of right-of-use asset | 0 | 0 | 577 |
Induced conversion expense related to convertible notes | 2,712 | 20,960 | 0 |
Deferred income taxes (including benefit from valuation allowance release) | 40,005 | (155,434) | 0 |
Other | (227) | (3) | (13) |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (83,941) | 6,755 | (38,288) |
Inventories | (17,481) | 7,371 | (31,388) |
Prepaid expenses and other assets | (9,064) | (11,555) | 2,518 |
Accounts payable and accrued expenses | 24,535 | 1,167 | (41,208) |
Net cash provided by operating activities | 240,110 | 299,440 | 55,454 |
Investing activities: | |||
Purchases of marketable securities | (255,208) | (652,515) | (226,185) |
Proceeds from maturities of marketable securities | 746,127 | 247,683 | 305,967 |
Acquisitions of business, net of cash acquired | 999,120 | 0 | 0 |
Purchases of property and equipment | (4,810) | (1,457) | (2,504) |
Proceeds from sale of assets | 26,006 | 0 | 1,076 |
Net cash (used in) provided by investing activities | (487,005) | (406,289) | 78,354 |
Financing activities: | |||
Proceeds from term loan | 250,000 | 0 | 0 |
Repayment of term loan | (250,000) | 0 | 0 |
Proceeds from revolving credit facilities | 120,000 | 0 | 0 |
Repayment of revolving credit facilities | 120,000 | 0 | 0 |
Proceeds from issuance of 2027 Convertible Notes, net | 0 | 784,875 | 0 |
Repayments of convertible debt | 77,453 | 369,064 | 19,560 |
Proceeds from issuance of 2028 Convertible Notes | 702,000 | 0 | 0 |
Purchase of capped call | (69,120) | 0 | 0 |
Payment of debt issuance cost | (7,104) | (424) | 0 |
Repurchase of common stock | (200,002) | (350,058) | (150,117) |
Proceeds from issuance of common stock under equity incentive plans, net of taxes paid related to net share settlement | 14,050 | 12,536 | 63,393 |
Net cash provided by (used in) financing activities | 362,371 | 77,865 | (106,284) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 115,476 | (28,984) | 27,524 |
Cash, cash equivalents and restricted cash at beginning of period | 119,219 | 148,203 | 120,679 |
Cash, cash equivalents and restricted cash at end of period | 234,695 | 119,219 | 148,203 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 6,107 | 3,296 | 6,534 |
Income taxes paid (received), net | 16,224 | (375) | 180 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Amounts accrued for purchases of property and equipment | 6,229 | 72 | 117 |
Right-of-use assets obtained in exchange for lease obligation | 34,435 | 318 | 1,746 |
Common stock issued for induced conversion related to convertible notes | $ 1,018 | $ 7,865 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) Statement - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Adjustment | Adjustment Additional Paid-In Capital | Adjustment Retained Earnings (Accumulated Deficit) |
Beginning Balance, shares outstanding (in shares) at Dec. 31, 2019 | 136,713 | |||||||
Beginning Balance at Dec. 31, 2019 | $ 91,765 | $ 137 | $ 695,066 | $ 240 | $ (603,678) | |||
Share-based compensation expense | 17,204 | 17,204 | ||||||
Issuance of restricted stock awards, net (in shares) | 61 | |||||||
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units and performance restricted stock units, net (in shares) | 5,278 | |||||||
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units and performance stock units, net and shares issued under ESPP plan | 63,393 | $ 5 | 63,388 | |||||
Repurchase of common stock (in shares) | (7,022) | |||||||
Repurchase of common stock | (150,117) | $ (7) | (150,110) | |||||
Equity component of convertible notes | (65) | (65) | ||||||
Other comprehensive income (loss) | (218) | (218) | ||||||
Net income | 129,085 | |||||||
Ending Balance, shares outstanding (in shares) at Dec. 31, 2020 | 135,030 | |||||||
Ending Balance at Dec. 31, 2020 | 151,047 | $ 135 | 625,483 | 22 | (474,593) | $ (52,564) | $ (65,535) | $ 12,971 |
Share-based compensation expense | 20,820 | 20,820 | ||||||
Issuance of common stock for the induced conversion related to convertible notes (shares) | 9,083 | |||||||
Issuance of common stock for the induced conversion related to convertible notes | 13,104 | $ 9 | 13,095 | |||||
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units and performance restricted stock units, net (in shares) | 1,497 | |||||||
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units and performance stock units, net and shares issued under ESPP plan | 12,536 | $ 2 | 12,534 | |||||
Repurchase of common stock (in shares) | (8,112) | |||||||
Repurchase of common stock | (350,058) | $ (8) | (350,050) | |||||
Other comprehensive income (loss) | (642) | (642) | ||||||
Net income | 402,710 | 402,710 | ||||||
Ending Balance, shares outstanding (in shares) at Dec. 31, 2021 | 137,498 | |||||||
Ending Balance at Dec. 31, 2021 | 196,953 | $ 138 | 256,347 | (620) | (58,912) | |||
Share-based compensation expense | 24,397 | 24,397 | ||||||
Issuance of common stock for the induced conversion related to convertible notes (shares) | 1,512 | |||||||
Issuance of common stock for the induced conversion related to convertible notes | 1,693 | $ 1 | 1,692 | |||||
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units and performance restricted stock units, net (in shares) | 1,077 | |||||||
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units and performance stock units, net and shares issued under ESPP plan | 14,050 | $ 1 | 14,049 | |||||
Adjustment to Additional Paid in Capital, Capped Call Transaction | (69,120) | (69,120) | ||||||
Repurchase of common stock (in shares) | (4,933) | |||||||
Repurchase of common stock | (200,002) | $ (5) | (199,997) | |||||
Other comprehensive income (loss) | (302) | (302) | ||||||
Net income | 202,129 | 202,129 | ||||||
Ending Balance, shares outstanding (in shares) at Dec. 31, 2022 | 135,154 | |||||||
Ending Balance at Dec. 31, 2022 | $ 169,798 | $ 135 | $ 27,368 | $ (922) | $ 143,217 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Halozyme Therapeutics, Inc. is a biopharma technology platform company that provides innovative and disruptive solutions with the goal of improving the patient experience and potentially outcomes. Our proprietary enzyme, rHuPH20, is used to facilitate the subcutaneous (“SC”) delivery of injected drugs and fluids. We license our technology to biopharmaceutical companies to collaboratively develop products that combine our ENHANZE ® drug delivery technology (“ENHANZE”) with the partners’ proprietary compounds. Our first commercially approved product Hylenex ® recombinant (“Hylenex”), and our ENHANZE partners’ approved products and product candidates are based on rHuPH20, our patented recombinant human hyaluronidase enzyme. rHuPH20 is the active ingredient in Hylenex, that works by breaking down hyaluronan (“HA”), a naturally occurring carbohydrate that is a major component of the extracellular matrix of the SC space. This temporarily reduces the barrier to bulk fluid flow allowing for improved and more rapid SC delivery of high dose, high volume injectable biologics, such as monoclonal antibodies and other large therapeutic molecules, as well as small molecules and fluids. We refer to the application of rHuPH20 to facilitate the delivery of other drugs or fluids as ENHANZE. We license the ENHANZE technology to form collaborations with biopharmaceutical companies that develop or market drugs requiring or benefiting from injection via the SC route of administration. In the development of proprietary intravenous (“IV”) drugs combined with our ENHANZE technology, data have been generated supporting the potential for ENHANZE to reduce patient treatment burden, as a result of shorter duration of SC administration with ENHANZE compared to IV administration. ENHANZE may enable fixed-dose SC dosing compared to weight-based dosing typically required for IV administration, extend the dosing interval for drugs that are already administered subcutaneously and potentially allow for lower rates of infusion related reactions. ENHANZE may enable more flexible treatment options such as home administration by a healthcare professional or potentially the patient or caregiver. Lastly, certain proprietary drugs co-formulated with ENHANZE have been granted additional exclusivity, extending the patent life of the product beyond the patent expiry of the proprietary IV drug. We currently have ENHANZE collaborations and licensing agreements with F. Hoffmann-La Roche, Ltd. and Hoffmann-La Roche, Inc. (“Roche”), Takeda Pharmaceuticals International AG and Baxalta US Inc. (“Takeda”), Pfizer Inc. (“Pfizer”), Janssen Biotech, Inc. (“Janssen”), AbbVie, Inc. (“AbbVie”), Eli Lilly and Company (“Lilly”), Bristol-Myers Squibb Company (“BMS”), Alexion Pharma (International Operations Unlimited Company (an indirect wholly owned subsidiary of AstraZeneca PLC)(“Alexion”), argenx BVBA (“argenx”), Horizon Therapeutics plc. (“Horizon”), ViiV Healthcare (the global specialist HIV Company majority owned by GlaxoSmithKline) (“ViiV”) and Chugai Pharmaceutical Co., Ltd (“Chugai”). In addition to receiving upfront licensing fees from our ENHANZE collaborations, we are entitled to receive event and sales-based milestone payments, revenues from the sale of bulk rHuPH20 and royalties from commercial sales of approved partner products co-formulated with ENHANZE. We currently receive royalties from three of these collaborations, including royalties from sales of one product from the Takeda collaboration, three products from the Roche collaboration and one product from the Janssen collaboration. Future potential revenues from ENHANZE collaborations and from the sales and/or royalties of our approved products will depend on the ability of our partners, in some areas supported by Halozyme to develop, manufacture, secure and maintain regulatory approvals for approved products and product candidates and commercialize product candidates. Through our recent acquisition of Antares Pharma, Inc. (“Antares”), we also develop, manufacture and commercialize, for ourselves or with our partners, drug-device combination products using our advanced auto-injector technologies. Also as a result of our acquisition of Antares, our commercial portfolio of proprietary products includes XYOSTED ® , TLANDO ® and NOCDURNA ® . We have commercialized auto-injector products with several pharmaceutical companies including Teva Pharmaceutical Industries, Ltd. (“Teva”), Covis Group S.a.r.l. (“Covis”) and Otter Pharmaceuticals, LLC (“Otter”). We have development programs including auto-injectors with Idorsia Pharmaceuticals Ltd. (“Idorsia”) and Pfizer. Except where specifically noted or the context otherwise requires, references to “Halozyme,” “the Company,” “we,” “our,” and “us” in these notes to consolidated financial statements refer to Halozyme Therapeutics, Inc. and each of its directly and indirectly wholly owned subsidiaries disclosed in Note 2. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Halozyme Therapeutics, Inc. and our wholly owned subsidiaries, Halozyme, Inc. and Antares Pharma, Inc., and Antares Pharma, Inc.’s wholly owned Swiss subsidiaries, Antares Pharma IPL AG and Antares Pharma AG. All intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that we believe to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from our estimates. Cash Equivalents and Marketable Securities Cash equivalents consist of highly liquid investments, readily convertible to cash, that mature within 90 days or less from the date of purchase. As of December 31, 2022, our cash and cash equivalents consisted of money market funds, bank certificate of deposits and demand deposits at commercial banks. Marketable securities are investments with original maturities of more than 90 days from the date of purchase that are specifically identified to fund current operations. Marketable securities are considered available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date which reflects management’s intention to use the proceeds from the sale of these investments to fund our operations, as necessary. Such available-for-sale investments are carried at fair value with unrealized gains and losses recorded in other comprehensive income (loss) and included as a separate component of stockholders’ equity. The cost of marketable securities is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in investment and other income, net in the consolidated statements of income. We use the specific identification method for calculating realized gains and losses on marketable securities sold. None of the realized gains and losses and declines in value that were judged to be as a result of credit loss on marketable securities, if any, are included in investment and other income, net in the consolidated statements of operations. Restricted Cash Under the terms of the leases of our facilities, we are required to maintain letters of credit as security deposits during the terms of such leases. At December 31, 2022 and 2021, restricted cash of $0.5 million was pledged as collateral for the letters of credit. Fair Value of Financial Instruments The authoritative guidance for fair value measurements establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Our financial instruments include cash equivalents, available-for-sale marketable securities, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses, long-term debt and contingent liability. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. Available-for-sale marketable securities consist of asset-backed securities, corporate debt securities, U.S. Treasury securities and commercial paper, and are measured at fair value using Level 1 and Level 2 inputs. Level 2 financial instruments are valued using market prices on less active markets and proprietary pricing valuation models with observable inputs, including interest rates, yield curves, maturity dates, issue dates, settlement dates, reported trades, broker-dealer quotes, issue spreads, benchmark securities or other market related data. We obtain the fair value of Level 2 investments from our investment manager, who obtains these fair values from a third-party pricing source. We validate the fair values of Level 2 financial instruments provided by our investment manager by comparing these fair values to a third-party pricing source. Concentrations of Credit Risk, Sources of Supply and Significant Customers We are subject to credit risk from our portfolio of cash equivalents and marketable securities. These investments were made in accordance with our investment policy which specifies the categories, allocations, and ratings of securities we may consider for investment. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive without significantly increasing risk. We maintain our cash and cash equivalent balances with one major commercial bank and marketable securities with another financial institution. Deposits held with the financial institutions exceed the amount of insurance provided on such deposits. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and marketable securities to the extent recorded on the consolidated balance sheets. We are also subject to credit risk from our accounts receivable related to our product sales and revenues under our license and collaborative agreements. We have license and collaborative agreements with pharmaceutical companies under which we receive payments for royalties, license fees, milestone payments for specific achievements designated in the collaborative agreements, reimbursements of research and development services and supply of bulk formulation of rHuPH20. In addition, we sell proprietary products in the United States to a limited number of established wholesale distributors in the pharmaceutical industry. Credit is extended based on an evaluation of the customer’s financial condition, and collateral is not required. Management monitors our exposure to accounts receivable by periodically evaluating the collectability of the accounts receivable based on a variety of factors including the length of time the receivables are past due, the financial health of the customer and historical experience. Based upon the review of these factors, we recorded no allowance for doubtful accounts at December 31, 2022 and 2021. Approximately 52% of the accounts receivable balance at December 31, 2022 represents amounts due from Janssen and Roche. Approximately 90% of the accounts receivable balance at December 31, 2021 represents amounts due from Janssen, Roche and Takeda. The following table indicates the percentage of total revenues in excess of 10% with any single customer: Year Ended December 31, 2022 2021 2020 Partner A 20% 25% 35% Partner B 46% 48% 26% Partner C —% —% 11% Partner D —% 10% —% We attribute revenues under collaborative agreements, including royalties, to the individual countries where the customer is headquartered. We attribute revenues from product sales to the individual countries to which the product is shipped. Worldwide revenues from external customers are summarized by geographic location in the following table (in thousands): Year Ended December 31, 2022 2021 2020 United States $ 437,989 $ 293,089 $ 106,918 Switzerland 166,836 134,117 95,949 Ireland 3 14 30,552 Belgium 2,088 199 20,086 Japan 47,939 11,934 10,644 All other foreign 5,261 3,957 3,445 Total revenues $ 660,116 $ 443,310 $ 267,594 Accounts Receivable, net Accounts receivable is recorded at the invoiced amount and is non-interest bearing. Accounts receivable is recorded net of, cash discounts for prompt payment, distribution fees and chargebacks. We recorded no allowance for doubtful accounts at December 31, 2022 and 2021 as the collectability of accounts receivable was reasonably assured. Inventories Inventories are stated at lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventories are reviewed periodically for potential excess, dated or obsolete status. We evaluate the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared to quantities on hand, the price we expect to obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand. Leases We have entered into operating leases primarily for real estate and automobiles. These leases have contractual terms which range from 3 years to 12 years. We determine if an arrangement contains a lease at inception. Right of use (“ROU”) assets and liabilities resulting from operating leases are included in property and equipment, accrued expenses and other long-term liabilities on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the discount rate to calculate the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our leases often include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that we will exercise that option. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as automobiles, we account for the lease and non-lease components as a single lease component. Property and Equipment, Net Property and equipment, including ROU assets are recorded at cost, less accumulated depreciation and amortization. Equipment is depreciated using the straight-line method over its estimated useful life ranging from three years to ten years and leasehold improvements are amortized using the straight-line method over the estimated useful life of the asset or the lease term, whichever is shorter. Impairment of Long-Lived Assets We account for long-lived assets in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. Comprehensive Income Comprehensive income is defined as the change in equity during the period from transactions and other events and circumstances from non-owner sources. Business Combinations Under the acquisition method of accounting, we allocate the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. These valuations require us to make estimates and assumptions, especially with respect to intangible assets. We record the excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, as goodwill. Costs that we incur to complete the business combination, such as legal and other professional fees, are expensed as incurred. If the initial accounting for a business combination is incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. We record these adjustments to the provisional amounts with a corresponding offset to goodwill. Any adjustments identified after the measurement period are recorded in the consolidated statements of income. Goodwill, Intangible Assets and Other Long-Lived Asset Assets acquired, including intangible assets and in-process research and development (IPR&D), and liabilities assumed are measured at fair value as of the acquisition date. Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of the net assets acquired. Intangible assets acquired in a business combination that are used for IPR&D activities are considered indefinite lived until the completion or abandonment of the associated research and development efforts. Upon reaching the end of the relevant research and development project (i.e., upon commercialization), the IPR&D asset is amortized over its estimated useful life. If the relevant research and development project is abandoned, the IPR&D asset is expensed in the period of abandonment. Goodwill and IPR&D are not amortized; however, they are reviewed for impairment at least annually during the second quarter, or more frequently if an event occurs indicating the potential for impairment. Goodwill and IPR&D are considered to be impaired if the carrying value of the reporting unit or IPR&D asset exceeds its respective fair value. We perform our goodwill impairment analysis at the reporting unit level, which aligns with our reporting structure and availability of discrete financial information. During the goodwill impairment review, we assess qualitative factors to determine whether it is more likely than not that the fair values of our reporting units are less than the carrying amounts, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and our overall financial performance. If, after assessing the totality of these qualitative factors, we determine that it is not more likely than not that the fair values of our reporting units are less than the carrying amounts, then no additional assessment is deemed necessary. Otherwise, we proceed to compare the estimated fair values of the reporting units with the carrying values, including goodwill. If the carrying amounts of the reporting units exceed the fair values, we record an impairment loss based on the difference. We may elect to bypass the qualitative assessment in a period and proceed to perform the quantitative goodwill impairment test. Our identifiable intangible assets with finite useful lives are typically comprised of acquired device technologies and product rights. The cost of identifiable intangible assets with finite lives is generally amortized on a straight-line basis over the assets’ respective estimated useful lives. We perform regular reviews to determine if any event has occurred that may indicate that intangible assets with finite useful lives and other long-lived assets are potentially impaired. If indicators of impairment exist, an impairment test is performed to assess the recoverability of the affected assets by determining whether the carrying amount of such assets exceeds the undiscounted expected future cash flows. If the affected assets are not recoverable, we estimate the fair value of the assets and record an impairment loss if the carrying value of the assets exceeds the fair value. Factors that may indicate potential impairment include a significant decline in our stock price and market capitalization compared to the net book value, significant changes in the ability of a particular asset to generate positive cash flows for our strategic business objectives, and the pattern of utilization of a particular asset. Revenue Recognition We generate revenues from payments received (i) as royalties from licensing our ENHANZE technology and other royalty arrangements, (ii) under collaborative agreements and (iii) from sales of our proprietary and partnered products. We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligations. ENHANZE and Device Royalties Under the terms of our ENHANZE collaboration and license agreements, our partners will pay us royalties at an on average mid-single digit percent rate of their sales if products under the collaboration are commercialized. All amounts owed to us are noncancelable after the underlying triggering event occurs, and nonrefundable once paid. Unless terminated earlier in accordance with its terms, collaborations generally continue in effect until the last to expire royalty payment term, as determined on a product by product and on a country by country basis, with each royalty term starting on the first commercial sale of that product and ending the later of: (i) a specified period or term set forth in the agreement or (ii) expiration of the last to expire of the valid claims of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers a product developed under the collaboration. When there are no valid claims during the applicable royalty term in a given country, the royalty rate is reduced for those sales. Partners may terminate the agreement prior to expiration for any reason in its entirety or on a target-by-target basis generally upon 90 days prior written notice to us. Upon any such termination, the license granted to partners (in total or with respect to the terminated target, as applicable) will terminate provided, however, that in the event of expiration of the agreement (as opposed to a termination), the on-going licenses granted will become perpetual, non-exclusive and fully paid. Sales-based milestones and royalties are recognized in the period the underlying sales or milestones occur. We do not receive final royalty reports from our ENHANZE partners until after we complete our financial statements for a prior quarter. Therefore, we recognize revenue based on estimates of the royalty earned, which are based on internal estimates and available preliminary reports provided by our partners. We will record adjustments in the following quarter, if necessary, when final royalty reports are received. To date, we have not recorded any material adjustments. In addition to the royalties received from licensing our ENHANZE technology, we also earn royalties in connection with licenses granted under license and development arrangements with our device partners as a result of our acquisition of Antares. These royalties are based upon a percentage of commercial sales of partnered products with rates ranging from mid-single digits to low double digits and are tiered based on levels of net sales. These sales-based royalties, for which the license was deemed the predominant element to which the royalties relate, are estimated and recognized in the period in which the partners’ commercial sales occur. The royalties are generally reported and payable to us within 45 to 60 days of the end of the period in which the commercial sales are made. We base our estimates of royalties earned on actual sales information from our partners when available or estimated, prescription sales from external sources and estimated net selling price. We will record adjustments in the following quarter, if necessary, when final royalty reports are received. To date, we have not recorded any material adjustments. Revenue under ENHANZE and Device Collaborative Agreements ENHANZE Collaboration and License Agreements Under these agreements, we grant the collaboration partner a worldwide license to develop and commercialize products using our ENHANZE technology to combine our patented rHuPH20 enzyme with their proprietary biologics directed at up to a specified number of targets. Targets are usually licensed on an exclusive, global basis. Targets selected subsequent to inception of the arrangement require payment of an additional license fee. The collaboration partner is responsible for all development, manufacturing, clinical, regulatory, sales and marketing costs for any products developed under the agreement. We are responsible for supply of bulk rHuPH20 based on the collaboration partner’s purchase orders, and may also be separately engaged to perform research and development services. While these collaboration agreements are similar in that they originate from the same framework, each one is the result of an arms-length negotiation and thus may vary from one to the other. We generally collect an upfront license payment from collaboration partners, and are also entitled to receive event-based payments subject to collaboration partners’ achievement of specified development, regulatory and sales-based milestones. In several agreements, collaboration partners pay us annual fees to maintain their exclusive license rights if they are unable to advance product development to specified stages. We earn separate fees for bulk rHuPH20 supplies and research and development services. Although these agreements are in form identified as collaborative agreements, we concluded for accounting purposes they represent contracts with customers and are not subject to accounting literature on collaborative arrangements. This is because we grant to partners licenses to our intellectual property and provide supply of bulk rHuPH20 and research and development services which are all outputs of our ongoing activities, in exchange for respective consideration. Under these collaborative agreements, our partners lead development of assets, and we do not share in significant financial risks of their development or commercialization activities. Accordingly, we concluded our collaborative agreements are appropriately accounted for pursuant to ASC Topic 606, Revenue from Contracts with Customers. Under all of our ENHANZE collaborative agreements, we have identified licenses to use functional intellectual property as the only performance obligation. The intellectual property underlying the license is our proprietary ENHANZE technology which represents application of rHuPH20 to facilitate delivery of drugs. Each of the licenses grants the partners rights to use our intellectual property as it exists and is identified on the effective date of the license, because there is no ongoing development of the ENHANZE technology required. Therefore, we recognize revenue from licenses at the point when the license becomes effective and the partner has received access to our intellectual property, usually at the inception of the agreement. When partners can select additional targets to add to the licenses granted, we consider these rights to be options. We evaluate whether such options contain material rights, i.e. have exercise prices that are discounted compared to what we would charge for a similar license to a new partner. The exercise price of these options includes a combination of the target selection fees, event-based milestone payments and royalties. When these amounts in aggregate are not offered at a discount that exceeds discounts available to other customers, we conclude the option does not contain a material right, and we consider grants of additional licensing rights upon option exercises to be separate contracts (target selection contracts). Generally, we provide indemnification and protection of licensed intellectual property for our customers. These provisions are part of assurance that the licenses meet the agreements’ representations and are not obligations to provide goods or services. We also fulfill purchase orders for supply of bulk rHuPH20 and perform research and development services pursuant to projects authorization forms for our partners, which represent separate contracts. In addition to our licenses, we price our supply of bulk rHuPH20 and research and development services at our regular selling prices, called standalone selling price or (“SSP”). Therefore, our partners do not have material rights to order these items at prices not reflective of SSP. Refer to the discussion below regarding recognition of revenue for these separate contracts. Transaction price for a contract represents the amount to which we are entitled in exchange for providing goods and services to the customer. Transaction price does not include amounts subject to uncertainties unless it is probable that there will be no significant reversal of revenue when the uncertainty is resolved. Apart from the upfront license payment (or target selection fees in the target selection contracts), all other fees we may earn under our collaborative agreements are subject to significant uncertainties of product development. Achievement of many of the event-based development and regulatory milestones may not be probable until such milestones are actually achieved. This generally relates to milestones such as obtaining marketing authorization approvals. With respect to other development milestones, e.g., dosing of a first patient in a clinical trial, achievement could be considered probable prior to its actual occurrence, based on the progress towards commencement of the trial. In order to evaluate progress towards commencement of a trial, we assess the status of activities leading up to our partner’s initiation of a trial such as feedback received from the applicable regulatory authorities, completion of IND or equivalent filings, readiness and availability of drug, readiness of study sites and our partner’s commitment of resources to the program. We do not include any amounts subject to uncertainties in the transaction price until it is probable that the amount will not result in a significant reversal of revenue in the future. At the end of each reporting period, we re-evaluate the probability of achievement of such milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. When target exchange rights are held by partners, and the amounts attributed to these rights are not refundable, they are included in the transaction price. However, they are recorded as deferred revenues because we have a potential performance obligation to provide a new target upon an exchange right being exercised. These amounts are recognized in revenue when the right of exchange expires or is exercised. Because our agreements have one type of performance obligation (licenses) which are typically all transferred at the same time at agreement inception, allocation of transaction price often is not required. However, allocation is required when licenses for some of the individual targets are subject to rights of exchange, because revenue associated with these targets cannot be recognized. When allocation is needed, we perform an allocation of the upfront amount based on relative SSP of licenses for individual targets. We determine license SSP using an income-based valuation approach utilizing risk-adjusted discounted cash flow projections of the estimated return a licensor would receive. When amounts subject to uncertainties, such as milestones and royalties, are included in the transaction price, we attribute them to the specific individual target licenses which generate such milestone or royalty amounts. We also estimate SSP of bulk rHuPH20 and research and development services, to determine that our partners do not have material rights to order them at discounted prices. For supplies of bulk rHuPH20, because we effectively act as a contract manufacturer to our partners, we estimate and charge SSP based on the typical contract manufacturer margins consistently with all of our partners. We determine SSP of research and development services based on a fully-burdened labor rate. Our rates are comparable to those we observe in other collaborative agreements. We also have a history of charging similar rates to all of our partners. Upfront amounts allocated to licenses to individual targets are recognized as revenue when the license is transferred to the partner, as discussed above, if the license is not subject to exchange rights, or when the exchange right expires or is exercised. Development milestones and other fees are recognized in revenue when they are included in the transaction price, because by that time we have already transferred the related license to the partner. In contracts to provide research and development services, such services represent the only performance obligation. The fees are charged based on hours worked by our employees and the fixed contractual rate per hour, plus third-party pass-through costs, on a monthly basis. We recognize revenues as the related services are performed based on the amounts billed, as the partner consumes the benefit of research and development work simultaneously as we perform these services, and the amounts billed reflect the value of these services to the customer. Device License, Development and Supply Arrangements We have several license, development and supply arrangements with pharmaceutical partners as a result of our acquisition of Antares, under which we grant a license to our device technology and provide research and development services that often involve multiple performance obligations and highly-customized deliverables. For such arrangements, we identify each of the promised goods and services within the contract and the distinct performance obligations at inception of the contract and allocate consideration to each performance obligation based on relative SSP, which is generally determined based on the expected cost plus mark-up. If the contract includes an enforceable right to payment for performance completed to date and performance obligations are satisfied over time, we recognize revenue over the development period using either the input or output method depending on which is most appropriate given the nature of the distinct deliverable. For other contracts that do not contain an enforceable right to payment for performance completed to date, revenue is recognized when control of the product is transferred to the customer. Factors that may indicate that the transfer of control has occurred include the transfer of legal title, transfer of physical possession, the customer has obtained the significant risks and rewards of ownership of the assets and we have a present right to payment. Our typical payment terms for development contracts may include an upfront payment equal to a percentage of the total contract value with the remaining portion to be billed upon completion and transfer of the individual deliverables or satisfaction of the individual performance obligations. We record a contract liability for cash received in advance of performance, which is presented within deferred revenue and deferred revenue, long-term in the condensed consolidated balance sheets and recognized as revenue in the condensed consolidated statements of income when the associated performance obligations have been satisfied. License fees and milestones received in exchan |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combination On May 24, 2022, we acquired all outstanding equity interests of Antares Pharma, Inc. according to the terms and conditions of the Agreement and Plan of Merger, dated as of April 12, 2022 (the “Merger Agreement”). Antares is a specialty pharmaceutical company focused primarily on the development and commercialization of pharmaceutical products and technologies that address patient needs in targeted therapeutic areas. We acquired Antares as a part of our strategy to expand as a drug delivery company and include specialty products. The total purchase consideration of Antares was $1,045.7 million. Each share of Antares common stock issued and outstanding was converted into the right to receive $5.60 in cash without interest, less any applicable withholding taxes (“Merger Consideration”). Additionally, in connection with the transaction, each Antares equity award granted and outstanding as of May 24, 2022 under the Antares’ equity compensation plans was converted into the right to receive Merger Consideration. Other components of purchase consideration include cash paid at closing to settle Antares existing debt of $19.7 million and seller transaction costs paid by us on behalf of Antares of $22.9 million. The acquisition of Antares was funded by cash on hand and borrowings under the new credit agreement with Bank of America, N.A. (“BofA”) and other lenders that provides for (i) a $350 million revolving credit facility (the “Revolving Credit Facility”) and (ii) a $250 million term loan facility (the “Term Facility”, collectively with the Revolving Credit Facility, the “2022 Facility”) as described in Note 8. We recognized transaction costs of $21.9 million in the twelve months ended December 31, 2022. These costs are reported in selling, general and administrative expenses in our condensed consolidated statements of income. Transaction costs include, but are not limited to, investment banker, advisory, legal, and other professional fees. Purchase Consideration The total purchase consideration was comprised of the following (in thousands): Cash consideration for Antares shares outstanding as of May 24, 2022 $ 956,886 Consideration for Antares equity compensation awards (a) 45,828 Consideration for seller transaction costs paid by Halozyme 22,906 Consideration related to Antares closing indebtedness settled by Halozyme 19,683 Cash consideration related to cash bonus awards paid by Halozyme 365 Total purchase consideration $ 1,045,668 (a) Consideration for Antares equity compensation awards consists of $32.2 million paid for vested equity awards as well as $13.6 million paid for the pre-combination portion of unvested equity awards that were accelerated as part of the Merger Agreement. The fair value of the unvested equity awards attributable to the post-combination period of $8.7 million is included in our consolidated statements of income in twelve months ended December 31, 2022. Fair Value of Assets Acquired and Liabilities Assumed The acquisition of Antares has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, with Halozyme treated as the accounting acquirer, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair value on the acquisition date. Acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. The process for estimating the fair values of identifiable intangible assets and certain tangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. The table below presents the preliminary estimated fair values of assets acquired and liabilities assumed on the acquisition date based on valuations and management estimates. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact our results of operations. We are still finalizing the allocation of the purchase price, therefore, the fair value estimates assigned to intangible assets, goodwill and the related tax impacts of the acquisition, among other items, are subject to change as additional information is received to complete our analysis and certain tax returns are finalized. As a result, the preliminary estimates may be revised during the measurement period. These differences could change the value of the intangible assets acquired, the contingent liability assumed, and the tax impacts related to the acquisition and could have a material impact on our results of operations and financial position. Amounts (in thousands) Amounts recognized as of Acquisition date (as initially reported) Measurement period adjustment Amounts recognized as of Acquisition date (as adjusted ) Total purchase consideration, net of $46,548 cash acquired $ 999,120 $ — $ 999,120 Assets: Short-term investments 498 — 498 Accounts receivable, net 82,160 — 82,160 Inventories, net 34,379 (6,311) 28,068 Prepaid expenses and other assets 5,241 — 5,241 Property and equipment, net 28,661 — 28,661 Intangibles, net 987,500 (397,700) 589,800 Liabilities: — Accounts Payable 7,197 — 7,197 Accrued expenses 33,705 7,949 41,654 Deferred revenue, current portion 2,509 — 2,509 Deferred revenue, net of current portion 1,207 — 1,207 Deferred tax liabilities, net 159,094 (88,092) 71,002 Other long-term liabilities 135,088 (114,300) 20,788 Net assets acquired, excluding goodwill $ 799,639 $ (209,568) $ 590,071 Goodwill $ 199,481 $ 209,568 $ 409,049 Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. Goodwill will be allocated entirely to the single reportable unit. Goodwill recognized as a result of the acquisition is not deductible for tax purposes. A contingent liability with a preliminary value of $130.0 million was assumed related to TLANDO. We assumed an obligation to pay development milestone payments as well as commercial milestone payments and minimum tiered royalty payments based on TLANDO net sales which are contingent upon future events. The acquisition date fair value was measured using the income approach, specifically the probability weighted expected return method for the development milestone payments and the option pricing methodology using the Monte Carlo simulation for commercial milestone payments and royalty payments. We recorded measurement period adjustments in fourth quarter of 2022 to decrease intangible assets as a result of revised future cash flow estimates from the initial purchase price allocation and adjustments to accrued expenses. These measurement period adjustments were made to reflect facts and circumstances that existed as of the acquisition date. We also recorded a measurement period adjustment in the fourth quarter of 2022 to reduce the acquisition-date fair value of contingent liability by $114.3 million as a result of revised future cash flow estimates. The measurement period adjustment has been recorded to reflect facts and circumstances that existed as of the acquisition date. Identifiable Intangible Assets The estimated fair values of identifiable intangible assets were prepared using the excess earnings method which calculates the present value of the incremental after-tax cash flows attributable solely to each intangible asset. The estimated useful lives are based on forecasted periods of benefit for each intangible asset which consider commercialization dates, the estimated revenue cycle based on the products’ competitiveness in the market, and the loss of exclusivity timing with subsequent trending down of revenue. For the ATRS-1902 IPR&D, the useful life is considered indefinite as the asset has not been placed into service. As such, the ATRS-1902 IPR&D will be tested annually for impairment and will not be amortized. Useful lives and preliminary values are presented in the table below. Amount (in thousands) Useful life (years) Auto-Injector technology platform $ 402,000 7 XYOSTED proprietary product 136,200 10 TLANDO product rights 2,900 10 ATRS-1902 (IPR&D) 48,700 Indefinite Estimated fair value of intangible assets acquired $ 589,800 Unaudited Pro Forma Results Our consolidated financial statements include Antares’ results of operations from the date of acquisition on May 24, 2022 through December 31, 2022. Total revenues and net loss after taxes attributable to Antares during this period and included in our consolidated financial statements for the twelve months ended December 31, 2022 total $112.7 million and $67.6 million, respectively. The following unaudited pro forma financial information summarizes combined results of operations of Halozyme and Antares as if the companies had been combined as of the beginning of our fiscal year 2021. Twelve Months Ended 2022 2021 Total Revenues $ 712,683 $ 627,292 Net income $ 218,723 $ 295,634 The unaudited pro forma financial information for all periods presented includes the business combination accounting effects resulting from this acquisition. The unaudited pro forma results include adjustments to reflect the amortization of the inventory step-up and the incremental intangible asset amortization to be incurred based on preliminary valuations of assets as well as certain material non-recurring transaction adjustments related to the acquisition. Adjustments to interest expense, financing costs and investment income were made to reflect the capital structure of the combined entity. Adjustments to income tax expense also were made to reflect the anticipated effective tax rate of the combined entity. The unaudited pro forma financial information as presented is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2021, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Available-for-sale marketable securities consisted of the following (in thousands): December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Asset-backed securities $ 1,146 $ — $ — $ 1,146 Corporate debt securities 7,139 — (9) 7,130 U.S. Treasury securities 111,469 — (934) 110,535 Agency bonds 2,783 2 (1) 2,784 Commercial paper 7,004 — — 7,004 $ 129,541 $ 2 $ (944) $ 128,599 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Asset-backed securities $ 32,745 $ — $ (53) $ 32,692 Corporate debt securities 58,885 — (86) 58,799 U.S. Treasury securities 231,230 — (469) 230,761 Non-U.S. Government Securities 17,232 — (12) 17,220 Commercial paper 282,731 — — 282,731 $ 622,823 $ — $ (620) $ 622,203 As of December 31, 2022, 20 available-for-sale marketable securities with a fair market value of $117.2 million were in a gross unrealized loss position of $0.9 million. Based on our review of these marketable securities, we believe none of the unrealized loss is as a result of a credit loss as of December 31, 2022, because we do not intend to sell these securities and it is not more-likely-than-not that we will be required to sell these securities before the recovery of their amortized cost basis. The estimated fair value of our contractual maturities of available-for-sale debt securities are as follows (in thousands): December 31, 2022 December 31, 2021 Due within one year $ 114,353 $ 500,965 After one but within five years 14,246 121,238 $ 128,599 $ 622,203 The following table summarizes, by major security type, our cash equivalents and available-for-sale marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): December 31, 2022 December 31, 2021 Level 1 Level 2 Total estimated fair value Level 1 Level 2 Total estimated fair value Cash equivalents: Money market funds $ 191,704 $ — $ 191,704 $ 118,707 $ — $ 118,707 Available-for-sale marketable Asset-backed securities — 1,146 1,146 — 32,692 32,692 Corporate debt securities — 7,130 7,130 — 58,799 58,799 U.S. Treasury securities 110,535 — 110,535 230,761 — 230,761 Non-US Government securities — — — — 17,220 17,220 Agency bonds 2,784 — 2,784 Commercial paper — 7,004 7,004 — 282,731 282,731 $ 305,023 $ 15,280 $ 320,303 $ 349,468 $ 391,442 $ 740,910 We had no available for sale securities that were classified within Level 3 as of December 31, 2022 and 2021. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Our disaggregated revenues were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Royalties $ 360,475 $ 203,900 $ 88,596 Product sales, net Sales of bulk rHuPH20 82,084 80,960 38,956 Sale of proprietary products 72,849 23,264 17,031 Sale of Device Partnered Products 36,097 — — Total product sales, net $ 191,030 $ 104,224 $ 55,987 Revenues under collaborative agreements: Upfront license and target nomination fees 30,000 42,000 37,264 Event-based development milestones and regulatory milestone and other fees 59,000 42,000 69,500 Sales-based milestones 10,000 50,000 15,000 Device Licensing and development revenue 9,611 1,186 1,247 Total revenues under collaborative agreements $ 108,611 $ 135,186 $ 123,011 Total revenue $ 660,116 $ 443,310 $ 267,594 During the year ended December 31, 2022 we recognized revenue related to licenses granted to collaboration partners in prior periods in the amount of $429.5 million. This amount represents royalties and sales milestone earned in the current period, as well as $59.0 million of variable consideration in the contracts where uncertainties have been resolved and the development milestones are probable of being achieved or were achieved. We also recognized revenue of $2.0 million during the year ended December 31, 2022 that had been included in deferred revenues at December 31, 2021. We did not recognize any adjustments to reduce sales reserves and allowances liability related to Hylenex recombinant sales in prior periods. Accounts receivable, other contract assets and deferred revenues (contract liabilities) from contracts with customers, including collaboration partners, consisted of the following (in thousands): December 31, 2022 December 31, 2021 Accounts receivable, net $ 186,970 $ 90,975 Other contract assets $ 44,102 $ — Deferred revenues $ 5,499 $ 4,276 As of December 31, 2022, the amounts included in the transaction price of our contracts with customers, including collaboration partners, and allocated to goods and services not yet provided were $80.7 million of which $75.2 million relates to unfulfilled product purchase orders and $5.5 million has been collected and reported as deferred revenues. The unfulfilled product purchase orders are estimated to be delivered in 2023. Of the total deferred revenues of $5.5 million, $3.2 million is expected to be used by our customers within the next 12 months. We recognized contract assets of $44.1 million as of December 31, 2022, which related to development milestones deemed probable of receipt for intellectual property licenses granted to partners in prior periods and for goods or services when control has transferred to the customer, and corresponding revenue is recognized on an over time basis but is not yet billable to the customer in accordance with the terms of the contract. |
Certain Balance Sheet Items
Certain Balance Sheet Items | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Certain Balance Sheet Items | Certain Balance Sheet Items Accounts receivable consisted of the following (in thousands): December 31, December 31, Accounts receivable from product sales to partners $ 62,979 $ 18,504 Accounts receivable from revenues under collaborative agreements 18,776 5,422 Accounts receivable from royalty payments 100,900 63,555 Accounts receivable from other product sales 6,229 4,634 Contract assets 44,102 — Subtotal $ 232,986 $ 92,115 Allowance for distribution fees and discounts (1,914) (1,140) Total accounts receivable $ 231,072 $ 90,975 Inventories consisted of the following (in thousands): December 31, December 31, Raw materials $ 13,792 $ 10,672 Work-in-process 40,361 17,451 Finished goods 45,970 25,785 Total inventories $ 100,123 $ 53,908 Prepaid expenses and other assets consisted of the following (in thousands): December 31, December 31, Prepaid manufacturing expenses $ 51,694 $ 47,991 Other prepaid expenses 4,647 3,809 Other assets 14,984 2,096 Total prepaid expenses and other assets $ 71,325 $ 53,896 Less long-term portion (26,301) (13,414) Total prepaid expenses and other assets, current $ 45,024 $ 40,482 Prepaid manufacturing expenses include raw materials, slot reservation fees and other amounts paid to contract manufacturing organizations. Such amounts are reclassified to work-in-process inventory as materials are used or the contract manufacturing organization services are complete. Property and equipment, net consisted of the following (in thousands): December 31, December 31, Research equipment $ 7,380 $ 7,174 Manufacturing equipment 27,893 5,719 Computer and office equipment 7,855 5,370 Leasehold improvements 6,729 1,628 Subtotal $ 49,857 $ 19,891 Accumulated depreciation and amortization (14,756) (13,100) Subtotal $ 35,101 $ 6,791 Right of use of assets 40,469 2,003 Property and equipment, net $ 75,570 $ 8,794 Depreciation and amortization expense was approximately $6.5 million, $3.0 million, and $3.3 million, inclusive of ROU asset amortization of $3.0 million, $1.6 million and $1.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. Accrued expenses consisted of the following (in thousands): December 31, December 31, Accrued compensation and payroll taxes $ 19,939 $ 9,858 Accrued outsourced manufacturing expenses 12,190 6,514 Income taxes payable — 1,439 Product returns and sales allowance 30,261 706 Other accrued expenses 29,771 3,648 Lease liability 34,788 2,820 Total accrued expenses $ 126,949 $ 24,985 Less long-term portion (30,433) (544) Total accrued expenses, current $ 96,516 $ 24,441 Expense associated with the accretion of the lease liabilities was approximately $0.5 million, $0.3 million and $0.5 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively. Total lease expense for the twelve months ended December 31, 2022, 2021 and 2020 was $3.3 million, $1.9 million and $2.2 million, respectively. Cash paid for amounts related to leases for the twelve months ended December 31, 2022, 2021 and 2020 was $4.2 million, $2.7 million and $3.2 million, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill On May 24, 2022, we acquired all outstanding equity interests of Antares. A Goodwill balance of $409.0 million was recognized for the excess of the consideration transferred over the net assets acquired and represents the expected revenue and cost synergies of the combined company and assembled workforce. A summary of the activity impacting goodwill is presented below (in thousands): Balance as of December 31, 2021 $ — Goodwill acquired 409,049 Balance as of December 31, 2022 $ 409,049 Intangible Assets Our acquired intangible assets are amortized using the straight-line method over their estimated useful lives of seven Weighted average remaining life (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Auto-Injector technology platform 7 $ 402,000 $ 34,735 $ 367,265 XYOSTED proprietary product 10 136,200 8,238 127,962 TLANDO product rights 10 2,900 175 2,725 Total definite-lived intangibles, net $ 541,100 $ 43,148 $ 497,952 ATRS-1902 (IPR&D) Indefinite 48,700 Total Intangibles, net $ 546,652 The estimated future annual amortization of finite-lived intangible assets is shown in the following table. Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors. Year: Amortization (in thousands) 2023 $ 71,339 2024 71,339 2025 71,339 2026 71,339 2027 71,339 Thereafter 141,257 Total $ 497,952 |
Long-term Debt, Net
Long-term Debt, Net | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt, Net | Long-Term Debt, Net 1.00% Convertible Notes due 2028 In August 2022, we completed the sale of $720.0 million in aggregate principal amount of 1.00% Convertible Senior Notes due 2028 (the “2028 Convertible Notes” and collectively with the 2024 and the 2027 Convertible Notes the “Convertible Notes”). The net proceeds in connection with the issuance of the 2028 Convertible Notes, after deducting the initial purchasers’ fee of $18.0 million, was approximately $702.0 million. We also incurred additional debt issuance costs totaling $1.0 million. Debt issuance costs and the initial purchasers’ fee are presented as a debt discount. The 2028 Convertible Notes pay interest semi-annually in arrears on February 15th and August 15th of each year at an annual rate of 1.00%. The 2028 Convertible Notes are general unsecured obligations and rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the 2028 Convertible Notes, rank equally in right of payment with all existing and future liabilities that are not so subordinated, are effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries. The 2028 Convertible Notes have a maturity date of August 15, 2028. Holders may convert their 2028 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2022, if the last reported sale price per share of common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the offering memorandum for the 2028 Convertible Notes; (4) if we call such notes for redemption; and (5) at any time from, and including, February 15, 2028 until the close of business on the second scheduled trading day immediately before the maturity date. As of December 31, 2022, the 2028 Convertible Notes are not convertible. Upon conversion, we will pay cash for the settlement of principal and for the premium, if applicable, we will pay cash, deliver shares of common stock or a combination of cash and shares of common stock, at our election. The initial conversion rate for the 2028 Convertible Notes is 17.8517 shares of common stock per $1,000 in principal amount of 2028 Convertible Notes, equivalent to a conversion price of approximately $56.02 per share of our common stock. The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued or unpaid interest. As of December 31, 2022, we were in compliance with all covenants and there was no material adverse change in our business, operations or financial condition. Capped Call Transactions In connection with the offering of the 2028 Convertible Notes, we entered into capped call transactions with certain counterparties (the “Capped Call Transactions”). The Capped Call Transactions are expected generally to reduce potential dilution to holders of our common stock upon conversion of the 2028 Convertible Notes or at our election (subject to certain conditions) offset any cash payments we are required to make in excess of the principal amount of such converted 2028 Convertible Notes. The cap price of the Capped Call Transactions is initially $75.4075 per share of common stock, representing a premium of 75% above the last reported sale price of $43.09 per share of common stock on August 15, 2022, and is subject to certain adjustments under the terms of the Capped Call Transactions. As of December 31, 2022, no capped calls have been exercised. Pursuant to their terms, the capped calls qualify for classification within stockholders’ equity in the condensed consolidated balance sheets, and their fair value is not remeasured and adjusted as long as they continue to qualify for stockholders’ equity classification. We paid approximately $69.1 million for the Capped Calls, including applicable transaction costs, which was recorded as a reduction to additional paid-in capital in the Condensed Consolidated Balance Sheets. The Capped Call Transactions are separate transactions entered into by us with the capped call Counterparties, are not part of the terms of the Convertible Notes, and do not affect any holder’s rights under the Convertible Notes. Holders of the Convertible Notes do not have any rights with respect to the Capped Call Transactions. 0.25% Convertible Notes due 2027 In March 2021, we completed the sale of $805.0 million in aggregate principal amount of 0.25% Convertible Senior Notes due 2027 (the “2027 Convertible Notes” and collectively with the 2024 Convertible Notes the “Convertible Notes”). The net proceeds in connection with the issuance of the 2027 Convertible Notes, after deducting the initial purchasers’ fee of $20.1 million, was approximately $784.9 million. We also incurred additional debt issuance costs totaling $0.4 million. Debt issuance costs and the initial purchasers’ fee are presented as a debt discount. The 2027 Convertible Notes pay interest semi-annually in arrears on March 1st and September 1st of each year at an annual rate of 0.25%. The 2027 Convertible Notes are general unsecured obligations and will rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the 2027 Convertible Notes, will rank equally in right of payment with all existing and future liabilities that are not so subordinated, will be effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness and will be structurally subordinated to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries. The 2027 Convertible Notes have a maturity date of March 1, 2027. Holders may convert their 2027 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the offering memorandum for the 2027 Convertible Notes; (4) if we call such notes for redemption; and (5) at any time from, and including, September 1, 2026 until the close of business on the scheduled trading day immediately before the maturity date. The Notes will be convertible, regardless of the foregoing circumstances, at any time from, and including, September 1, 2026 until the close of business on the scheduled trading day immediately preceding the maturity date. As of December 31, 2022, the 2027 Convertible Notes are not convertible. Upon conversion, we will pay cash for the settlement of principal and for the premium, if applicable, we will pay cash, deliver shares of common stock or a combination of cash and shares of common stock, at our election. The initial conversion rate for the 2027 Convertible Notes will be 12.9576 shares of common stock per $1,000 in principal amount of 2027 Convertible Notes, equivalent to a conversion price of approximately $77.17 per share of our common stock. The conversion rate is subject to adjustment. As of December 31, 2022, we were in compliance with all covenants and there was no material adverse change in our business, operations or financial condition. 1.25% Convertible Notes due 2024 In November 2019, we completed the sale of $460.0 million in aggregate principal amount of 1.25% Convertible Senior Notes due 2024 (“2024 Convertible Notes”). The net proceeds in connection with 2024 Convertible Notes, after deducting the initial purchases’ fee of $12.7 million, was approximately $447.3 million. We also incurred debt issuance cost totaling $0.3 million. Debt issuance costs and the initial purchasers’ fee are presented as a debt discount. The 2024 Convertible Notes pay interest semi-annually in arrears on June 1st and December 1st of each year, beginning on June 1, 2020, at an annual rate of 1.25%. The 2024 Convertible Notes are general unsecured obligations and will rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the 2024 Convertible Notes, will rank equally in right of payment with all existing and future liabilities that are not so subordinated, will be effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness and will be structurally subordinated to all indebtedness and other liabilities (including trade payables) of the our current or future subsidiaries. The 2024 Convertible Notes have a maturity date of December 1, 2024. Holders may convert their 2024 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020, if the last reported sale price per share of common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the offering memorandum for the 2024 Convertible Notes; (4) if we call such notes for redemption; and (5) at any time from, and including, June 1, 2024 until the close of business on the scheduled trading day immediately before the maturity date. As of December 31, 2022, the 2024 Convertible Notes are convertible and are classified as a current liability In January 2021 we notified the note holders of our irrevocable election to settle the principal of the 2024 Convertible Notes in cash and for the premium, if applicable, to deliver shares of common stock. The conversion rate for the 2024 Convertible Notes will be 41.9208 shares of common stock per $1,000 in principal amount of 2024 Convertible Notes, equivalent to a conversion price of approximately $23.85 per share of our common stock. The conversion rate is subject to adjustment. In March 2021, we completed a privately negotiated induced conversion of $369.1 million principal amount of the 2024 Convertible Notes (“2021 Note Repurchases” or the “2021 Induced Conversion”). In connection with the 2021 Induced Conversion, we paid approximately $370.2 million in cash, which includes principal and accrued interest, and issued approximately 9.08 million shares of our common stock representing the intrinsic value based on the contractual conversion rate and incremental shares as an inducement for conversion. As a result of the 2021 Induced Conversion, we recorded $21.0 million in induced conversion expense which is included in Other income (expense) of the Condensed Consolidated Statements of Operations for the twelve months ended December 31, 2022. The induced conversion expense represents the fair value of the common stock issued upon conversion in excess of the common stock issuable under the original terms of the 2024 Convertible Notes. In August 2022, we completed a privately negotiated induced conversion of $77.4 million principal amount of the 2024 Convertible Notes (“2022 Note Repurchases” or the “2022 Induced Conversion”). In connection with the 2022 Induced Conversion, we paid approximately $77.6 million in cash, which includes principal and accrued interest, and issued approximately 1.51 million shares of our common stock representing the intrinsic value based on the contractual conversion rate and incremental shares as an inducement for conversion. As a result of the 2022 Induced Conversion, we recorded $2.7 million in induced conversion expense which is included in other income (expense) of the consolidated statements of income. The induced conversion expense represents the fair value of the common stock issued upon conversion in excess of the common stock issuable under the original terms of the 2024 Convertible Notes. In January 2023, we issued a notice for the redemption of 2024 Convertible Notes, and we expect to make cash payment of $13.5 million to effect the redemption in March 2023. As of December 31, 2022, we were in compliance with all covenants and there was no material adverse change in our business, operations or financial condition. Net Carrying Amounts of the Convertible Notes The carrying amount and fair value of our Convertible Notes were as follows as of the dates indicated (amount in thousands). December 31, December 31, Principal amount: 2024 Convertible Notes $ 13,483 $ 90,936 2027 Convertible Notes 805,000 805,000 2028 Convertible Notes 720,000 — Total Principal Amount $ 1,538,483 $ 895,936 Unamortized debt discount: 2024 Convertible Notes $ (149) $ (1,517) 2027 Convertible Notes (14,359) (17,745) 2028 Convertible Notes (17,875) — Total unamortized debt discount $ (32,383) $ (19,262) Carrying amount: 2024 Convertible Notes $ 13,334 $ 89,419 2027 Convertible Notes 790,641 787,255 2028 Convertible Notes 702,125 — Total carrying amount $ 1,506,100 $ 876,674 Fair value based on trading levels (Level 2): 2024 Convertible Notes $ 32,176 $ 159,678 2027 Convertible Notes 784,770 718,889 2028 Convertible Notes 849,823 — Total fair value of outstanding notes $ 1,666,769 $ 878,567 Remaining amortization per period of debt discount (in years): 2024 Convertible Notes 1.9 2.9 2027 Convertible Notes 4.2 5.2 2028 Convertible Notes 5.6 n/a The following table summarizes the components of interest expense and the effective interest rates for each of our Convertible Notes for the periods shown (in thousands). Twelve Months Ended 2022 2021 Coupon Interest: 2024 Convertible Notes $ 771 $ 1,906 2027 Convertible Notes 2,013 1,677 2028 Convertible Notes 2,660 — Total Coupon Interest $ 5,444 $ 3,583 Amortization of debt discount: 2024 Convertible Notes $ 357 $ 838 2027 Convertible Notes 3,386 2,804 2028 Convertible Notes 1,124 — Total amortization of debt discount $ 4,867 $ 3,642 Interest expense: 2024 Convertible Notes $ 1,128 $ 2,744 2027 Convertible Notes 5,399 4,481 2028 Convertible Notes 3,784 — Total interest expense $ 10,311 $ 7,225 Effective interest rates: 2024 Convertible Notes 1.8 % 1.8 % 2027 Convertible Notes 0.7 % 0.7 % 2028 Convertible Notes 1.5 % n/a Revolving Credit and Term Loan Facilities (May 2022) In May 2022, in connection with the closing of the Antares acquisition, we entered into a credit agreement, which was subsequently amended, with Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders and L/C Issuers party thereto (the “2022 Credit Agreement), evidencing a credit facility (the “2022 Facility”) that provides for (i) a $350 million revolving credit facility (the “Revolving Credit Facility”) and (ii) a $250 million term loan facility (the “Term Facility”). Proceeds from a $120 million draw on the Revolving Credit Facility and the $250 million Term Facility were used to fund a portion of the Antares acquisition, repay Antares’ existing debt and pay fees and expenses in connection with the acquisition. The 2022 Credit Agreement contains an expansion feature, which allows us, subject to certain conditions, to increase the aggregate principal amount of the 2022 Facility, provided we remain in compliance with underlying financial covenants on a pro forma basis including the consolidated interest coverage ratio and the consolidated net leverage ratio covenants set forth in the 2022 Credit Agreement. The 2022 Facility will mature on November 30, 2026 unless either the Revolving Credit Facility or the Term Facility is extended prior to such date in accordance with the 2022 Credit Agreement. The Term Facility requires quarterly scheduled repayments of the term loans in each of the first, second, third and fourth years following the Closing in annual amounts equal to 2.50%, 5.00%, 7.50% and 10.00% of the initial principal amount of the term loans, respectively. The term loans are also subject to mandatory prepayments from the proceeds of certain asset sales, subject to our right to reinvest the proceeds thereof. Borrowings under the 2022 Facility bear interest, at our option, at a rate equal to an applicable margin plus: (a) the applicable Term Secured Overnight Financing Rate (SOFR) (which includes a SOFR adjustment of 0.10%), or (b) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the Bank of America prime rate, (3) the Term SOFR rate for an interest period of one month plus 1.10%, and (4) 1.00%. The margin for the 2022 Facility ranges, based on our consolidated total net leverage ratio, from 0.25% to 1.25% in the case of base rate loans and from 1.25% to 2.25% in the case of Term SOFR rate loans. In addition to paying interest on the outstanding principal under the Facility, we will pay (i) a commitment fee in respect of the unutilized commitments thereunder and (ii) customary letter of credit fees and agency fees. The commitment fees range from 0.15% to 0.35% per annum based on our consolidated net leverage ratio. In August 2022, we entered into Amendment No. 1 to the Credit Agreement (the “Amendment”) among the Company, the Guarantors (as defined in the Credit Agreement), each L/C Issuer from time to time party thereto, Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and swing line lender (in such capacity, the “Swing Line Lender”), and each lender party thereto, which amends the Credit Agreement dated as of May 24, 2022 (the “Credit Agreement”) among the Company, the Guarantors, the Administrative Agent, the Swing Line Lender, each Lender and the L/C Issuers. The Amendment, among other things, increased the size of the revolving credit facility from $350 million to $575 million. The terms of the Revolving Credit Facility are otherwise unchanged. Concurrently with the entry into the Amendment, we repaid the entire outstanding Term Loan Facility and repaid all outstanding loans under the Revolving Credit Facility under the 2022 Credit Agreement. As of December 31, 2022, the Revolving Credit Facility was undrawn. We incurred a total of $3.6 million in third-party costs related to the 2022 Credit Agreement which is recorded as debt issuance cost within prepaid expenses and other assets in the condensed consolidated balance sheets. As of December 31, 2022, the unamortized debt issuance cost related to the revolving credit facility was $3.1 million. Future maturities and interest payments of long-term debt as of December 31, 2022, are as follows (in thousands): 2023 $ 22,745 2024 9,213 2025 9,213 2026 9,213 2027 812,535 Thereafter 724,480 Total minimum payments $ 1,587,399 Less amount representing coupon interest (48,916) Gross balance of long-term debt $ 1,538,483 Less unamortized debt discount (32,383) Carrying value of long-term debt $ 1,506,100 Less current portion of long-term debt (13,334) Long-term debt, less current portion and unamortized debt discount $ 1,492,766 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation We currently grant stock options, restricted stock awards, performance stock units and restricted stock units under the Amended and Restated 2021 Stock Plan (“2021 Stock Plan”), which was approved by the stockholders on May 5, 2021 an d provides for the grant of up to 17.8 million shares of common stock to selected employees, consultants and non-employee members of our Board of Directors as stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and performance awards. Awards are subject to terms and conditions established by the Compensation Committee of our Board of Directors. During the year ended December 31, 2022, we granted share-based awards under the 2021 Stock Plan. At December 31, 2022, 6,550,075 shares were subject to outstanding awards and 14,764,481 shares were available for future grants of share-based awards. Total share-based compensation expense related to share-based awards excluding the acceleration of Antares equity awards was comprised of the following (in thousands): Year Ended December 31, 2022 2021 2020 Research and development $ 9,903 $ 6,992 $ 5,484 Selling, general and administrative 14,494 13,828 11,720 Share-based compensation expense $ 24,397 $ 20,820 $ 17,204 Share-based compensation expense by type of share-based award (in thousands): Year Ended December 31, 2022 2021 2020 Stock options $ 10,973 $ 10,252 $ 8,955 RSAs, RSUs, PSUs and ESPP 13,424 10,568 8,249 $ 24,397 $ 20,820 $ 17,204 Total unrecognized estimated compensation cost by type of award and the weighted-average remaining requisite service period over which such expense is expected to be recognized (in thousands, unless otherwise noted): December 31, 2022 Unrecognized Remaining Stock options $ 26,730 2.66 RSUs $ 26,488 2.32 PSUs $ 3,986 1.91 ESPP $ 247 0.45 In February 2021, our Board of Directors approved our 2021 ESPP and our stockholders approved the plan in May 2021. The ESPP enables eligible employees to purchase shares of our common stock at the end of each offering period at a price equal to 85% of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower. Share purchases are funded through payroll deduction of at least 1% and up to 15% of an employee’s compensation for each payroll period, and no employee may purchase shares under the ESPP that exceeds $25,000 worth of our common stock for a calendar year. As of December 31, 2022, 2,650,103 shares were available for future purchase. The offering period is generally for a six-months period and the first offering period commenced on June 16, 2021. Offering periods shall commence on or about the sixteenth day of June and December of each year and end on or about the fifteenth day of the next December and June respectively, occurring thereafter. During the twelve months ended December 31, 2022, 32,124 shares were issued pursuant to the ESPP. Stock Options. Options granted under the Plans must have an exercise price equal to at least 100% of the fair market value of our common stock on the date of grant. The options generally have a maximum contractual term of ten years and vest at the rate of one-fourth of the shares on the first anniversary of the date of grant and 1/48 of the shares monthly thereafter. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plans). A summary of our stock option award activity as of and for the year ended December 31, 2022 is as follows: Shares Weighted Weighted Aggregate Outstanding at December 31, 2021 4,965,374 $20.76 Granted 1,773,912 $37.25 Exercised (789,870) $19.40 Canceled/forfeited (581,191) $33.87 Outstanding at December 31, 2022 5,368,225 $24.99 6.48 $171.3 Vested and expected to vest at December 31, 2022 5,368,225 $24.99 6.48 $171.3 Exercisable at December 31, 2022 3,176,691 $17.22 4.92 $126.0 The weighted average grant date fair values of options granted during the years ended December 31, 2022, 2021 and 2020 were $14.22 per share, $18.21 per share and $20.74 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was approximately $21.6 million, $33.5 million and $49.7 million, respectively. Cash received from stock option exercises for the years ended December 31, 2022, 2021 and 2020 was approximately $15.3 million, $16.6 million and $66.2 million, respectively. The exercise price of stock options granted is equal to the closing price of the common stock on the date of grant. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model (“Black-Scholes model”). Expected volatility is based on historical volatility of our common stock. The expected term of options granted is based on analyses of historical employee termination rates and option exercises. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The dividend yield assumption is based on the expectation of no future dividend payments. The assumptions used in the Black-Scholes model were as follows: Year Ended December 31, 2022 2021 2020 Expected volatility 39.91-50.81% 41.01-46.45% 47.57-51.82% Average expected term (in years) 4.7 4.7 5.1 Risk-free interest rate 1.37-4.27% 0.36-1.20% 0.22-1.67% Expected dividend yield — — — Restricted Stock Units . A RSU is a promise by us to issue a share of our common stock upon vesting of the unit. The RSUs will generally vest at the rate of one-fourth of the shares on each anniversary of the date of grant. The following table summarizes our RSU activity during the year ended December 31, 2022: Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 858,742 $29.54 Granted 706,096 $39.18 Vested (320,767) $26.68 Forfeited (204,690) $35.69 Outstanding at December 31, 2022 1,039,381 $35.76 1.25 $59.1 The estimated fair value of the RSUs was based on the closing market value of our common stock on the date of grant. The total grant date fair value of RSUs vested during the years ended December 31, 2022, 2021 and 2020 was approximately $8.6 million, $6.6 million and $10.1 million, respectively. The fair value of RSUs vested during the years ended December 31, 2022, 2021 and 2020 was approximately $11.3 million, $19.0 million and $14.0 million, respectively. Performance Stock Units . A PSU is a promise by us to issue a share of our common stock upon achievement of a specific performance condition. The following table summarizes our PSU activity during the year ended December 31, 2022: Number of Weighted Outstanding at December 31, 2021 69,382 $40.66 Granted 129,773 $41.42 Vested (2,565) $63.41 Forfeited (53,746) $27.20 Outstanding at December 31, 2022 142,844 $46.01 The estimated fair value of the PSUs was based on the closing market value of our common stock on the date of grant. The fair value of PSUs vested during the years ended December 31, 2022 and 2021 was $0.2 million and $0.1 million, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity During the years ended December 31, 2022, 2021 and 2020, we issued an aggregate of 789,870, 1,179,032 and 4,705,843 shares of common stock, respectively, in connection with the exercises of stock options, for net proceeds of approximately $15.3 million, $16.6 million and $66.2 million, respectively. For the years ended December 31, 2022, 2021 and 2020, we issued 254,907, 299,958 and 571,963 shares of common stock, respectively, upon vesting of certain RSUs and PSUs for which the RSU holders surrendered 68,425, 94,795 and 142,905 RSUs, respectively, to pay for minimum withholding taxes totaling approximately $4.4 million, $8.2 million and $5.5 million, respectively. Stock options and unvested restricted units totaling approximately 6.6 million, 5.9 million and 6.7 million shares of our common stock were outstanding as of December 31, 2022, 2021 and 2020, respectively. Share Repurchases In November 2019, the Board of Directors authorized a capital return program to repurchase up to $550.0 million of outstanding common stock over a three In December 2021, the Board of Directors authorized a second capital return program to repurchase up to $750.0 million of outstanding stock over a three In August 2022, concurrent with the sale of 2028 Convertible Notes and the 2022 Induced Conversion, we repurchased 2.1 million shares of common stock in open market purchases for $90.2 million. Also, in August 2022, we entered into an ASR agreement to repurchase $109.8 million of our common stock. At inception, pursuant to the agreement, we paid $109.8 million and took an initial delivery of 2.0 million shares. In December 2022, we finalized the transaction and received an additional 0.4 million shares. We retired the repurchased shares and they resumed their status of authorized and unissued shares. We had the following activity under the approved share repurchase programs (dollars in thousands, except share and per share data) 2022 Total Number of Shares Purchased Weighted Average Price paid Per Share Total Cost (1) First quarter — $0.00 $0 Second quarter — $0.00 $0 Third quarter (2) 4,500,216 $44.44 $200,000 Fourth quarter — $0.00 $0 4,500,216 $44.44 $200,000 (1) Included in the total cost of shares purchased is a commission fee of $0.02 per share. (2) Included is 0.4 million shares delivered in December 2022 upon completion of the ASR. |
Net Income per share
Net Income per share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income per share | Net Income per share Basic net income per common share is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Outstanding stock options, unvested RSAs, unvested RSUs, unvested PSUs, common shares expected to be issued under our ESPP and the Convertible Notes are considered common stock equivalents and are only included in the calculation of diluted earnings per common share when net income is reported and their effect is dilutive. Potentially dilutive common shares issuable upon vesting of stock options, RSAs, RSUs and PSUs are determined using the average share price for each period under the treasury stock method. Potentially dilutive common shares issuable upon conversion of our Convertible Notes are determined using the if-converted method. Since we have committed to settle the principal amount of the Convertible Notes in cash upon conversion only, the number of shares for the conversion spread will be included as a dilutive common stock equivalent. A reconciliation of the numerators and the denominators of the basic and diluted net income per common share computations is as follows (in thousands, except per share amounts): Twelve Months Ended 2022 2021 2020 Numerator: Net income $ 202,129 $ 402,710 $ 129,085 Denominator: Weighted average common shares outstanding for basic net income per share 136,844 140,646 136,206 Dilutive potential common stock outstanding: Stock Options 2,265 2,737 2,317 RSAs, RSUs, PSUs and ESPP 422 555 627 Convertible Notes 1,077 2,858 2,313 Weighted average common shares outstanding for diluted net income per share 140,608 146,796 141,463 Net income per share: Basic $ 1.48 $ 2.86 $ 0.95 Diluted $ 1.44 $ 2.74 $ 0.91 Shares which have been excluded from the calculation of diluted net income per common share because their effect was anti-dilutive, include the following (shares in millions): Twelve Months Ended 2022 2021 2020 Anti-dilutive securities (1) 20.7 13.8 18.6 (1). The anti-dilutive securities include outstanding stock options, unvested RSUs, unvested PSUs, common shares expected to be issued under our ESPP and Convertible Notes. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases Our properties consist of leased office, laboratory, warehouse and manufacturing facilities. Our administrative offices and research facilities are located in San Diego, California. In addition, we have an office in Ewing, New Jersey. We also lease a building in Minnetonka, Minnesota consisting of office, laboratory, manufacturing and warehousing space. We lease an aggregate of approximately 194,000 square feet of space. In March 2022, we entered into an agreement for assignment and assumption of lease with Seismic Software, Inc. pursuant to which effective January 1, 2023, we assumed Seismic’s office lease, as amended with Kilroy Realty L.P. for approximately 73,238 square feet of space in office and research facilities which commenced on December 1, 2022. We also pay a pro rata share of operating costs, insurance costs, utilities and real property taxes. Additionally, we lease certain office equipment under operating leases. Total rent expense was approximately $3.3 million, $2.0 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Approximate annual future minimum operating lease payments as of December 31, 2022 are as follows (in thousands): Year: Operating 2023 $ 7,800 2024 6,173 2025 5,464 2026 5,149 2027 5,296 Thereafter 17,133 Total minimum lease payments $ 47,015 Less imputed interest (12,227) Total $ 34,788 The weighted-average remaining lease term of our operating leases is approximately 7.64 years. Legal Contingencies From time to time, we may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of our business. Any of these claims could subject us to costly legal expenses and, while we generally believe that we have adequate insurance to cover many different types of liabilities, our insurance carriers may deny coverage or our policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on our consolidated results of operations and financial position. Additionally, any such claims, whether or not successful, could damage our reputation and business. We currently are not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our consolidated results of operations or financial position. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Total income (loss) before income taxes summarized by region were as follows (in thousands): Year Ended December 31, 2022 2021 2020 United States $ 248,918 $ 248,071 $ 130,427 Foreign — 447 (1,125) Net income before income taxes $ 248,918 $ 248,518 $ 129,302 Significant components of our net deferred tax assets/(liabilities) were as follows (in thousands). December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 32,887 $ 42,182 Deferred revenue 837 909 Research and development and orphan drug credits 96,133 109,041 Share-based compensation 6,353 1,814 ASC 842 lease liability 2,480 600 Capitalized research expense 10,168 — Transaction related expense 2,354 — Inventory related reserves 18,395 — Interest expense limitation — — Other, net 3,054 3,449 $ 172,661 $ 157,995 Valuation allowance for deferred tax assets (707) (500) Deferred tax assets, net of valuation allowance $ 171,954 $ 157,495 Deferred tax liabilities: Non-deductible book amortization (115,578) Depreciation (2,559) (1,185) Convertible note — (17) ASC 842 right of use asset (9,061) (426) Other, net (330) (433) Total deferred tax liabilities $ (127,528) $ (2,061) Net deferred tax asset $ 44,426 $ 155,434 A valuation allowance of $0.7 million and $0.5 million has been established to offset the net deferred tax assets as of December 31, 2022 and 2021, respectively, as realization of such assets is uncertain. On a periodic basis, we reassess the valuation allowance of our DTAs, weighing all positive and negative evidence, to assess if it is more-likely-than-not that some or all of our DTAs will be realized. In 2021, we have demonstrated profitability and cumulative pretax income and are forecasting income growth. After assessing both the positive and negative evidence, we determined that it was more likely than not that our DTAs would be realized and released the valuation allowance in 2021. On May 24, 2022, we acquired the outstanding shares of Antares Pharma Inc. This transaction was treated as a non-taxable acquisition, we have increased our deferred tax liabilities by approximately $119.7 million related to acquired intellectual property and a step-up to the value of inventory the amortization of which will not be tax deductible. Income tax (benefit) expense was comprised of the following components (in thousands): Year Ended December 31, 2022 2021 2020 Current - federal $ 6,157 $ (9) $ (11) Current - state 2,525 1,251 228 Deferred - federal 44,757 (117,925) — Deferred - state (6,650) (37,509) — $ 46,789 $ (154,192) $ 217 The provision for income taxes on earnings subject to income taxes differs from the statutory federal income tax rate due to the following: Year Ended December 31, 2022 2021 2020 Federal income tax expense (benefit) at 21% 21.00 % 21.00 % 21.00 % State income tax expense (benefit), net of federal income tax impact 0.82 % 2.67 % (1.59) % (Decrease) increase in valuation allowance (0.39) % (84.92) % 34.59 % Worthless stock deduction of international subsidiary — % — % (52.07) % Foreign income subject to tax at other than federal statutory rate — % 0.02 % 0.16 % Share-based compensation (0.66) % (2.50) % (1.89) % Executive compensation limitation 2.61 % 2.32 % 1.61 % Non-deductible expenses and other (0.40) % 0.54 % (1.64) % Foreign-derived intangible income (5.06) % (1.18) % — % Transaction costs 0.88 % — % — % 18.80 % (62.05) % 0.17 % At December 31, 2022, our unrecognized tax benefit and uncertain tax positions were $19.5 million, which will impact the effective tax rate when resolved. Of the unrecognized tax benefits, we do not expect any significant changes to occur in the next 12 months. Interest and/or penalties related to uncertain income tax positions are recognized by us as a component of income tax expense. For the years ended December 31, 2022, 2021 and 2020, we recognized an immaterial amount of interest and penalties. The following table summarizes the activity related to our unrecognized tax benefits (in thousands): Year Ended December 31, 2022 2021 2020 Gross unrecognized tax benefits at beginning of period $ 17,692 $ 19,167 $ 21,483 Increases in tax positions for prior years — 21 41 Decreases in tax positions for prior years and lapse in statue of limitations (1,148) (1,496) (2,357) Increases in tax positions related to business acquisition 2,151 — — Increases in tax positions for current year 787 — — Gross unrecognized tax benefits at end of period $ 19,482 $ 17,692 $ 19,167 At December 31, 2022, we had federal, California and other state tax net operating loss carryforwards of approximately $31.2 million, $237.4 million and $63.4 million, respectively. The California and Minnesota net operating loss carryforwards begin to expire in 2028 and 2022, respectively. As a result of the acquisition of Antares, we acquired federal and Minnesota research and development credits of approximately $7.4 million and $0.72 million, respectively. We expect to be able to fully utilize these attributes without limitation. At December 31, 2022, we had federal, California and Minnesota research and development tax credit carryforwards of approximately $30.8 million, $17.0 million and $0.7 million, respectively. The federal research and development tax credits will begin to expire in 2030 unless previously utilized. The California research and development tax credits will carryforward indefinitely until utilized. The Minnesota research and development credit will begin to expire in 2023 unless previously utilized. Additionally, we had Orphan Drug Credit carryforwards of $70.0 million which will begin to expire in 2034. Pursuant to Internal Revenue Code Section 382, the annual use of the net operating loss carryforwards and research and development tax credits could be limited by any greater than 50% ownership change during any three year testing period. As a result of any such ownership change, portions of our net operating loss carryforwards and research and development tax credits are subject to annual limitations. We completed an updated Section 382 analysis regarding the limitation of the net operating losses and research and development credits as of December 31, 2020. Based upon the analysis, we determined that ownership changes occurred in prior years; however, the annual limitations on net operating loss and research and development tax credit carryforwards will not have a material impact on the future utilization of such carryforwards. We do not provide for U.S. income taxes on the undistributed earnings of our foreign subsidiary as it is our intention to utilize those earnings in the foreign operations for an indefinite period of time. At December 31, 2022 and 2021, there were no undistributed earnings in foreign subsidiaries. We are subject to taxation in the U.S. and in various state and foreign jurisdictions. Our tax years for 2008 and forward are subject to examination by the U.S. and California tax authorities due to the carryforward of unutilized net operating losses and research and development credits. |
Employee Savings Plan
Employee Savings Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Savings Plan | We have an employee savings plan pursuant to Section 401(k) of the Internal Revenue Code. All employees are eligible to participate, provided they meet the requirements of the plan. We are not required to make matching contributions under the plan. However, we voluntarily contributed to the plan approximately $2.6 million, $1.1 million and $1.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Valuation and Qualifying Accounts (in thousands) Balance at Beginning of Period Acquired Additions Deductions Balance at End of Period For the year ended December 31, 2022 Accounts receivable allowances (1) $ 1,140 $ 924 $ 5,946 $ (6,096) $ 1,914 For the year ended December 31, 2021 Accounts receivable allowances (1) $ 1,003 $ — $ 8,131 $ (7,994) $ 1,140 For the year ended December 31, 2020 Accounts receivable allowances (1) $ 797 $ — $ 13,276 $ (13,070) $ 1,003 _______________ |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that we believe to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from our estimates. |
Cash Equivalents | Cash Equivalents and Marketable Securities Cash equivalents consist of highly liquid investments, readily convertible to cash, that mature within 90 days or less from the date of purchase. As of December 31, 2022, our cash and cash equivalents consisted of money market funds, bank certificate of deposits and demand deposits at commercial banks. |
Marketable Securities | Marketable securities are investments with original maturities of more than 90 days from the date of purchase that are specifically identified to fund current operations. Marketable securities are considered available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date which reflects management’s intention to use the proceeds from the sale of these investments to fund our operations, as necessary. Such available-for-sale investments are carried at fair value with unrealized gains and losses recorded in other comprehensive income (loss) and included as a separate component of stockholders’ equity. The cost of marketable securities is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in investment and other income, net in the consolidated statements of income. We use the specific identification method for calculating realized gains and losses on marketable securities sold. None of the realized gains and losses and declines in value that were judged to be as a result of credit loss on marketable securities, if any, are included in investment and other income, net in the consolidated statements of operations. |
Restricted Cash | Restricted Cash Under the terms of the leases of our facilities, we are required to maintain letters of credit as security deposits during the terms of such leases. At December 31, 2022 and 2021, restricted cash of $0.5 million was pledged as collateral for the letters of credit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance for fair value measurements establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Our financial instruments include cash equivalents, available-for-sale marketable securities, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses, long-term debt and contingent liability. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. Available-for-sale marketable securities consist of asset-backed securities, corporate debt securities, U.S. Treasury securities and commercial paper, and are measured at fair value using Level 1 and Level 2 inputs. Level 2 financial instruments are valued using market prices on less active markets and proprietary pricing valuation models with observable inputs, including interest rates, yield curves, maturity dates, issue dates, settlement dates, reported trades, broker-dealer quotes, issue spreads, benchmark securities or other market related data. We obtain the fair value of Level 2 investments from our investment manager, who obtains these fair values from a third-party pricing source. We validate the fair values of Level 2 financial instruments provided by our investment manager by comparing these fair values to a third-party pricing source. |
Concentration of Credit Risk, Sources of Supply and Significant Customers | Concentrations of Credit Risk, Sources of Supply and Significant Customers We are subject to credit risk from our portfolio of cash equivalents and marketable securities. These investments were made in accordance with our investment policy which specifies the categories, allocations, and ratings of securities we may consider for investment. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive without significantly increasing risk. We maintain our cash and cash equivalent balances with one major commercial bank and marketable securities with another financial institution. Deposits held with the financial institutions exceed the amount of insurance provided on such deposits. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and marketable securities to the extent recorded on the consolidated balance sheets. We are also subject to credit risk from our accounts receivable related to our product sales and revenues under our license and collaborative agreements. We have license and collaborative agreements with pharmaceutical companies under which we receive payments for royalties, license fees, milestone payments for specific achievements designated in the collaborative agreements, reimbursements of research and development services and supply of bulk formulation of rHuPH20. In addition, we sell proprietary products in the United States to a limited number of established wholesale distributors in the pharmaceutical industry. Credit is extended based on an evaluation of the customer’s financial condition, and collateral is not required. Management monitors our exposure to accounts receivable by periodically evaluating the collectability of the accounts receivable based on a variety of factors including the length of time the receivables are past due, the financial health of the customer and historical experience. Based upon the review of these factors, we recorded no allowance for doubtful accounts at December 31, 2022 and 2021. Approximately 52% of the accounts receivable balance at December 31, 2022 represents amounts due from Janssen and Roche. Approximately 90% of the accounts receivable balance at December 31, 2021 represents amounts due from Janssen, Roche and Takeda. The following table indicates the percentage of total revenues in excess of 10% with any single customer: Year Ended December 31, 2022 2021 2020 Partner A 20% 25% 35% Partner B 46% 48% 26% Partner C —% —% 11% Partner D —% 10% —% We attribute revenues under collaborative agreements, including royalties, to the individual countries where the customer is headquartered. We attribute revenues from product sales to the individual countries to which the product is shipped. Worldwide revenues from external customers are summarized by geographic location in the following table (in thousands): Year Ended December 31, 2022 2021 2020 United States $ 437,989 $ 293,089 $ 106,918 Switzerland 166,836 134,117 95,949 Ireland 3 14 30,552 Belgium 2,088 199 20,086 Japan 47,939 11,934 10,644 All other foreign 5,261 3,957 3,445 Total revenues $ 660,116 $ 443,310 $ 267,594 |
Accounts Receivable, Net | Accounts Receivable, net Accounts receivable is recorded at the invoiced amount and is non-interest bearing. Accounts receivable is recorded net of, cash discounts for prompt payment, distribution fees and chargebacks. We recorded no allowance for doubtful accounts at December 31, 2022 and 2021 as the collectability of accounts receivable was reasonably assured. |
Inventories | Inventories Inventories are stated at lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, |
Leases | Leases We have entered into operating leases primarily for real estate and automobiles. These leases have contractual terms which range from 3 years to 12 years. We determine if an arrangement contains a lease at inception. Right of use (“ROU”) assets and liabilities resulting from operating leases are included in property and equipment, accrued expenses and other long-term liabilities on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the discount rate to calculate the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our leases often include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that we will exercise that option. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. |
Property and Equipment, Net | Property and Equipment, NetProperty and equipment, including ROU assets are recorded at cost, less accumulated depreciation and amortization. Equipment is depreciated using the straight-line method over its estimated useful life ranging from three years to ten years and leasehold improvements are amortized using the straight-line method over the estimated useful life of the asset or the lease term, whichever is shorter. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsWe account for long-lived assets in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. |
Comprehensive Income (Loss) | Comprehensive Income Comprehensive income is defined as the change in equity during the period from transactions and other events and circumstances from non-owner sources. |
Business Combinations | Business Combinations Under the acquisition method of accounting, we allocate the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. These valuations require us to make estimates and assumptions, especially with respect to intangible assets. We record the excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, as goodwill. Costs that we incur to complete the business combination, such as legal and other professional fees, are expensed as incurred. If the initial accounting for a business combination is incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. We record these adjustments to the provisional amounts with a corresponding offset to goodwill. Any adjustments identified after the measurement period are recorded in the consolidated statements of income. |
Goodwill, Intangible Asset and Other Long-Lived Assets | Goodwill, Intangible Assets and Other Long-Lived Asset Assets acquired, including intangible assets and in-process research and development (IPR&D), and liabilities assumed are measured at fair value as of the acquisition date. Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of the net assets acquired. Intangible assets acquired in a business combination that are used for IPR&D activities are considered indefinite lived until the completion or abandonment of the associated research and development efforts. Upon reaching the end of the relevant research and development project (i.e., upon commercialization), the IPR&D asset is amortized over its estimated useful life. If the relevant research and development project is abandoned, the IPR&D asset is expensed in the period of abandonment. Goodwill and IPR&D are not amortized; however, they are reviewed for impairment at least annually during the second quarter, or more frequently if an event occurs indicating the potential for impairment. Goodwill and IPR&D are considered to be impaired if the carrying value of the reporting unit or IPR&D asset exceeds its respective fair value. We perform our goodwill impairment analysis at the reporting unit level, which aligns with our reporting structure and availability of discrete financial information. During the goodwill impairment review, we assess qualitative factors to determine whether it is more likely than not that the fair values of our reporting units are less than the carrying amounts, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and our overall financial performance. If, after assessing the totality of these qualitative factors, we determine that it is not more likely than not that the fair values of our reporting units are less than the carrying amounts, then no additional assessment is deemed necessary. Otherwise, we proceed to compare the estimated fair values of the reporting units with the carrying values, including goodwill. If the carrying amounts of the reporting units exceed the fair values, we record an impairment loss based on the difference. We may elect to bypass the qualitative assessment in a period and proceed to perform the quantitative goodwill impairment test. Our identifiable intangible assets with finite useful lives are typically comprised of acquired device technologies and product rights. The cost of identifiable intangible assets with finite lives is generally amortized on a straight-line basis over the assets’ respective estimated useful lives. We perform regular reviews to determine if any event has occurred that may indicate that intangible assets with finite useful lives and other long-lived assets are potentially impaired. If indicators of impairment exist, an impairment test is performed to assess the recoverability of the affected assets by determining whether the carrying amount of such assets exceeds the undiscounted expected future cash flows. If the affected assets are not recoverable, we estimate the fair value of the assets and record an impairment loss if the carrying value of the assets exceeds the fair value. Factors that may indicate potential impairment include a significant decline in our stock price and market capitalization compared to the net book value, significant changes in the ability of a particular asset to generate positive cash flows for our strategic business objectives, and the pattern of utilization of a particular asset. |
Revenue Recognition | Revenue Recognition We generate revenues from payments received (i) as royalties from licensing our ENHANZE technology and other royalty arrangements, (ii) under collaborative agreements and (iii) from sales of our proprietary and partnered products. We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligations. ENHANZE and Device Royalties Under the terms of our ENHANZE collaboration and license agreements, our partners will pay us royalties at an on average mid-single digit percent rate of their sales if products under the collaboration are commercialized. All amounts owed to us are noncancelable after the underlying triggering event occurs, and nonrefundable once paid. Unless terminated earlier in accordance with its terms, collaborations generally continue in effect until the last to expire royalty payment term, as determined on a product by product and on a country by country basis, with each royalty term starting on the first commercial sale of that product and ending the later of: (i) a specified period or term set forth in the agreement or (ii) expiration of the last to expire of the valid claims of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers a product developed under the collaboration. When there are no valid claims during the applicable royalty term in a given country, the royalty rate is reduced for those sales. Partners may terminate the agreement prior to expiration for any reason in its entirety or on a target-by-target basis generally upon 90 days prior written notice to us. Upon any such termination, the license granted to partners (in total or with respect to the terminated target, as applicable) will terminate provided, however, that in the event of expiration of the agreement (as opposed to a termination), the on-going licenses granted will become perpetual, non-exclusive and fully paid. Sales-based milestones and royalties are recognized in the period the underlying sales or milestones occur. We do not receive final royalty reports from our ENHANZE partners until after we complete our financial statements for a prior quarter. Therefore, we recognize revenue based on estimates of the royalty earned, which are based on internal estimates and available preliminary reports provided by our partners. We will record adjustments in the following quarter, if necessary, when final royalty reports are received. To date, we have not recorded any material adjustments. In addition to the royalties received from licensing our ENHANZE technology, we also earn royalties in connection with licenses granted under license and development arrangements with our device partners as a result of our acquisition of Antares. These royalties are based upon a percentage of commercial sales of partnered products with rates ranging from mid-single digits to low double digits and are tiered based on levels of net sales. These sales-based royalties, for which the license was deemed the predominant element to which the royalties relate, are estimated and recognized in the period in which the partners’ commercial sales occur. The royalties are generally reported and payable to us within 45 to 60 days of the end of the period in which the commercial sales are made. We base our estimates of royalties earned on actual sales information from our partners when available or estimated, prescription sales from external sources and estimated net selling price. We will record adjustments in the following quarter, if necessary, when final royalty reports are received. To date, we have not recorded any material adjustments. Revenue under ENHANZE and Device Collaborative Agreements ENHANZE Collaboration and License Agreements Under these agreements, we grant the collaboration partner a worldwide license to develop and commercialize products using our ENHANZE technology to combine our patented rHuPH20 enzyme with their proprietary biologics directed at up to a specified number of targets. Targets are usually licensed on an exclusive, global basis. Targets selected subsequent to inception of the arrangement require payment of an additional license fee. The collaboration partner is responsible for all development, manufacturing, clinical, regulatory, sales and marketing costs for any products developed under the agreement. We are responsible for supply of bulk rHuPH20 based on the collaboration partner’s purchase orders, and may also be separately engaged to perform research and development services. While these collaboration agreements are similar in that they originate from the same framework, each one is the result of an arms-length negotiation and thus may vary from one to the other. We generally collect an upfront license payment from collaboration partners, and are also entitled to receive event-based payments subject to collaboration partners’ achievement of specified development, regulatory and sales-based milestones. In several agreements, collaboration partners pay us annual fees to maintain their exclusive license rights if they are unable to advance product development to specified stages. We earn separate fees for bulk rHuPH20 supplies and research and development services. Although these agreements are in form identified as collaborative agreements, we concluded for accounting purposes they represent contracts with customers and are not subject to accounting literature on collaborative arrangements. This is because we grant to partners licenses to our intellectual property and provide supply of bulk rHuPH20 and research and development services which are all outputs of our ongoing activities, in exchange for respective consideration. Under these collaborative agreements, our partners lead development of assets, and we do not share in significant financial risks of their development or commercialization activities. Accordingly, we concluded our collaborative agreements are appropriately accounted for pursuant to ASC Topic 606, Revenue from Contracts with Customers. Under all of our ENHANZE collaborative agreements, we have identified licenses to use functional intellectual property as the only performance obligation. The intellectual property underlying the license is our proprietary ENHANZE technology which represents application of rHuPH20 to facilitate delivery of drugs. Each of the licenses grants the partners rights to use our intellectual property as it exists and is identified on the effective date of the license, because there is no ongoing development of the ENHANZE technology required. Therefore, we recognize revenue from licenses at the point when the license becomes effective and the partner has received access to our intellectual property, usually at the inception of the agreement. When partners can select additional targets to add to the licenses granted, we consider these rights to be options. We evaluate whether such options contain material rights, i.e. have exercise prices that are discounted compared to what we would charge for a similar license to a new partner. The exercise price of these options includes a combination of the target selection fees, event-based milestone payments and royalties. When these amounts in aggregate are not offered at a discount that exceeds discounts available to other customers, we conclude the option does not contain a material right, and we consider grants of additional licensing rights upon option exercises to be separate contracts (target selection contracts). Generally, we provide indemnification and protection of licensed intellectual property for our customers. These provisions are part of assurance that the licenses meet the agreements’ representations and are not obligations to provide goods or services. We also fulfill purchase orders for supply of bulk rHuPH20 and perform research and development services pursuant to projects authorization forms for our partners, which represent separate contracts. In addition to our licenses, we price our supply of bulk rHuPH20 and research and development services at our regular selling prices, called standalone selling price or (“SSP”). Therefore, our partners do not have material rights to order these items at prices not reflective of SSP. Refer to the discussion below regarding recognition of revenue for these separate contracts. Transaction price for a contract represents the amount to which we are entitled in exchange for providing goods and services to the customer. Transaction price does not include amounts subject to uncertainties unless it is probable that there will be no significant reversal of revenue when the uncertainty is resolved. Apart from the upfront license payment (or target selection fees in the target selection contracts), all other fees we may earn under our collaborative agreements are subject to significant uncertainties of product development. Achievement of many of the event-based development and regulatory milestones may not be probable until such milestones are actually achieved. This generally relates to milestones such as obtaining marketing authorization approvals. With respect to other development milestones, e.g., dosing of a first patient in a clinical trial, achievement could be considered probable prior to its actual occurrence, based on the progress towards commencement of the trial. In order to evaluate progress towards commencement of a trial, we assess the status of activities leading up to our partner’s initiation of a trial such as feedback received from the applicable regulatory authorities, completion of IND or equivalent filings, readiness and availability of drug, readiness of study sites and our partner’s commitment of resources to the program. We do not include any amounts subject to uncertainties in the transaction price until it is probable that the amount will not result in a significant reversal of revenue in the future. At the end of each reporting period, we re-evaluate the probability of achievement of such milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. When target exchange rights are held by partners, and the amounts attributed to these rights are not refundable, they are included in the transaction price. However, they are recorded as deferred revenues because we have a potential performance obligation to provide a new target upon an exchange right being exercised. These amounts are recognized in revenue when the right of exchange expires or is exercised. Because our agreements have one type of performance obligation (licenses) which are typically all transferred at the same time at agreement inception, allocation of transaction price often is not required. However, allocation is required when licenses for some of the individual targets are subject to rights of exchange, because revenue associated with these targets cannot be recognized. When allocation is needed, we perform an allocation of the upfront amount based on relative SSP of licenses for individual targets. We determine license SSP using an income-based valuation approach utilizing risk-adjusted discounted cash flow projections of the estimated return a licensor would receive. When amounts subject to uncertainties, such as milestones and royalties, are included in the transaction price, we attribute them to the specific individual target licenses which generate such milestone or royalty amounts. We also estimate SSP of bulk rHuPH20 and research and development services, to determine that our partners do not have material rights to order them at discounted prices. For supplies of bulk rHuPH20, because we effectively act as a contract manufacturer to our partners, we estimate and charge SSP based on the typical contract manufacturer margins consistently with all of our partners. We determine SSP of research and development services based on a fully-burdened labor rate. Our rates are comparable to those we observe in other collaborative agreements. We also have a history of charging similar rates to all of our partners. Upfront amounts allocated to licenses to individual targets are recognized as revenue when the license is transferred to the partner, as discussed above, if the license is not subject to exchange rights, or when the exchange right expires or is exercised. Development milestones and other fees are recognized in revenue when they are included in the transaction price, because by that time we have already transferred the related license to the partner. In contracts to provide research and development services, such services represent the only performance obligation. The fees are charged based on hours worked by our employees and the fixed contractual rate per hour, plus third-party pass-through costs, on a monthly basis. We recognize revenues as the related services are performed based on the amounts billed, as the partner consumes the benefit of research and development work simultaneously as we perform these services, and the amounts billed reflect the value of these services to the customer. Device License, Development and Supply Arrangements We have several license, development and supply arrangements with pharmaceutical partners as a result of our acquisition of Antares, under which we grant a license to our device technology and provide research and development services that often involve multiple performance obligations and highly-customized deliverables. For such arrangements, we identify each of the promised goods and services within the contract and the distinct performance obligations at inception of the contract and allocate consideration to each performance obligation based on relative SSP, which is generally determined based on the expected cost plus mark-up. If the contract includes an enforceable right to payment for performance completed to date and performance obligations are satisfied over time, we recognize revenue over the development period using either the input or output method depending on which is most appropriate given the nature of the distinct deliverable. For other contracts that do not contain an enforceable right to payment for performance completed to date, revenue is recognized when control of the product is transferred to the customer. Factors that may indicate that the transfer of control has occurred include the transfer of legal title, transfer of physical possession, the customer has obtained the significant risks and rewards of ownership of the assets and we have a present right to payment. Our typical payment terms for development contracts may include an upfront payment equal to a percentage of the total contract value with the remaining portion to be billed upon completion and transfer of the individual deliverables or satisfaction of the individual performance obligations. We record a contract liability for cash received in advance of performance, which is presented within deferred revenue and deferred revenue, long-term in the condensed consolidated balance sheets and recognized as revenue in the condensed consolidated statements of income when the associated performance obligations have been satisfied. License fees and milestones received in exchange for the grant of a license to our functional intellectual property, such as patented technology and know-how in connection with a partnered development arrangement, are generally recognized at inception of the arrangement, or over the development period depending on the facts and circumstances, as the license is generally not distinct from the non-licensed goods or services to be provided under the contract. Milestone payments that are contingent upon the occurrence of future events are evaluated and recorded at the most likely amount, and to the extent that it is probable that a significant reversal will not occur when the associated uncertainty is resolved. Refer to Note 5 Revenue, for further discussion on our collaborative arrangements. Product Sales, Net Proprietary Product Sales Hylenex Recombinant We sell Hylenex recombinant in the U.S. to wholesale pharmaceutical distributors, who sell the product to hospitals and other end-user customers. Sales to wholesalers are made pursuant to purchase orders subject to the terms of a master agreement, and delivery of individual packages of Hylenex recombinant represent performance obligations under each purchase order. We use a contract manufacturer to produce Hylenex recombinant and a third-party logistics (3PL) vendor to process and fulfill orders . We concluded we are the principal in the sales to wholesalers because we control access to services rendered by both vendors and direct their activities. We have no significant obligations to wholesalers to generate pull-through sales. Selling prices initially billed to wholesalers are subject to discounts for prompt payment and subsequent chargebacks when wholesalers sell Hylenex recombinant at negotiated discounted prices to members of certain group purchasing organizations (“GPOs”) and government programs. We also pay quarterly distribution fees to certain wholesalers for inventory reporting and chargeback processing, and to GPOs as administrative fees for services and for access to GPO members. We concluded the benefits received in exchange for these fees are not distinct from our sales of Hylenex recombinant, and accordingly we apply these amounts to reduce revenues. Wholesalers also have rights to return unsold product nearing or past the expiration date. Because of the shelf life of Hylenex recombinant and our lengthy return period, there may be a significant period of time between when the product is shipped and when we issue credits on returned product. We estimate the transaction price when we receive each purchase order taking into account the expected reductions of the selling price initially billed to the wholesaler arising from all of the above factors. We have compiled historical experience and data to estimate future returns and chargebacks of Hylenex recombinant and the impact of the other discounts and fees we pay. When estimating these adjustments to the transaction price, we reduce it sufficiently to be able to assert that it is probable that there will be no significant reversal of revenue when the ultimate adjustment amounts are known. Each purchase order contains only one type of product, and is usually shipped to the wholesaler in a single shipment. Therefore, allocation of the transaction price to individual packages is not required. We recognize revenue from Hylenex recombinant product sales and related cost of sales upon product delivery to the wholesaler location. At that time, the wholesalers take control of the product as they take title, bear the risk of loss of ownership, and have an enforceable obligation to pay us. They also have the ability to direct sales of product to their customers on terms and at prices they negotiate. Although wholesalers have product return rights, we do not believe they have a significant incentive to return the product to us. Upon recognition of revenue from product sales of Hylenex recombinant, the estimated amounts of credit for product returns, chargebacks, distribution fees, prompt payment discounts, and GPO fees are included in accrued liabilities and net of accounts receivable in the consolidated balance sheet. We monitor actual product returns, chargebacks, discounts and fees subsequent to the sale. If these amounts differ from our estimates, we make adjustments to these allowances, which are applied to increase or reduce product sales revenue and earnings in the period of adjustment. In connection with the orders placed by wholesalers, we incur costs such as commissions to our sales representatives. However, as revenue from product sales is recognized upon delivery to the wholesaler, which occurs shortly after we receive a purchase order, we do not capitalize these commissions and other costs, based on application of the practical expedient allowed within the applicable guidance. Other Proprietary Product Sale s As a result of our acquisition of Antares, our commercial portfolio of proprietary products includes XYOSTED, TLANDO and NOCDURNA, which we sell primarily to wholesale and specialty distributors. Revenue is recognized when control has transferred to the customer, which is typically upon delivery, at the net selling price, which reflects the variable consideration for which reserves and sales allowances are established for estimated returns, wholesale distribution fees, prompt payment discounts, government rebates and chargebacks, plan rebate arrangements and patient discount and support programs. The determination of certain reserves and sales allowances requires us to make a number of judgements and estimates to reflect our best estimate of the transaction price and the amount of consideration to which we believe we would be ultimately entitled to receive. The expected value is determined based on unit sales data, contractual terms with customers and third-party payers, historical and estimated future percentage of rebates incurred on sales, historical and future insurance plan billings, any new or anticipated changes in programs or regulations that would impact the amount of the actual rebates, customer purchasing patterns, product expiration dates and levels of inventory in the distribution channel. The estimated amounts of credit for product returns, chargebacks, distribution fees, prompt payment discounts, rebates and customer co-pay support programs are included in accrued liabilities and net of accounts receivable in the condensed consolidated balance sheets. Partnered Product Sales Bulk rHuPH20 We sell bulk rHuPH20 to partners for use in research and development and, subsequent to receiving marketing approval, we sell it for use in collaboration commercial products. Sales are made pursuant to purchase orders subject to the terms of the collaborative agreement or a supply agreement, and delivery of units of bulk rHuPH20 represent performance obligations under each purchase order. We provide a standard warranty that the product conforms to specifications. We use contract manufacturers to produce bulk rHuPH20 and have concluded we are the principal in the sales to partners. The transaction price for each purchase order of bulk rHuPH20 is fixed based on the cost of production plus a contractual markup, and is not subject to adjustments. Allocation of the transaction price to individual quantities of the product is usually not required because each order contains only one type of product. We recognize revenue from the sale of bulk rHuPH20 as product sales and related cost of sales upon transfer of title to our partners. At that time, the partners take control of the product, bear the risk of loss of ownership, and have an enforceable obligation to pay us. Devices As a result of our acquisition of Antares, we are party to several license, development, supply and distribution arrangements with pharmaceutical partners, under which we produce and are the exclusive supplier of certain products, devices and/or components. Revenue is recognized when or as control of the goods transfers to the customer as discussed below. We are the exclusive supplier of the Makena ® subcutaneous auto-injector product to Covis and the exclusive supplier of OTREXUP ® to Otter Pharmaceuticals, LLC (“Otter”). Because these products are custom manufactured for each customer with no alternative use and we have a contractual right to payment for performance completed to date, control is continuously transferred to the customer as the product is produced pursuant to firm purchase orders. Revenue is recognized over time using the output method based on the contractual selling price and number of units produced. The amount of revenue recognized in excess of the amount shipped/billed to the customer, if any, is recorded as contract assets in the condensed consolidated balance sheets due to the short-term nature in which the amount is ultimately expected to be billed and collected from the customer. All other device partnered product sales are recognized at the point in time in which control is transferred to the customer, which is typically upon shipment. Sales terms and pricing are governed by the respective supply and distribution agreements, and there is generally no right of return. Revenue is recognized at the transaction price, which includes the contractual per unit selling price and estimated variable consideration, such as volume-based pricing arrangements or profit-sharing arrangements, if any. We recognize revenue, including the estimated variable consideration we expect to receive for contract margin on future commercial sales, upon shipment of the goods to our partner. The estimated variable consideration is recognized at an amount we believe is not subject to significant reversal based on historical experience and is adjusted at each reporting period if the most likely amount of expected consideration changes or becomes fixed. Revenue Presentation In our consolidated statements of income, we report as revenues under collaborative agreements the upfront payments, event-based development and regulatory milestones and sales milestones. We also include in this category revenues from separate research and development contracts pursuant to project authorization forms. We report royalties received from partners as a separate line in our consolidated statements of income. Revenues from sales of our proprietary and partnered products are included in product sales, net in our consolidated statements of income. In the footnotes to our consolidated financial statements, we provide disaggregated revenue information by type of arrangement (product sales, net, collaborative agreements and research and device licensing, and development revenues), and additionally, by type of payment stream received under collaborative agreements (upfront license and target nomination fees, event-based development and regulatory milestones and other fees, sales milestones and royalties). |
Cost of Sales | Cost of SalesCost of sales consists primarily of raw materials, third-party manufacturing costs, fill and finish costs, freight costs, internal costs and manufacturing overhead associated with the production of proprietary and partnered products. Cost of sales also consists of the write-down of excess, dated and obsolete inventories and the write-off of inventories that do not meet certain product specifications, if any. |
Research and Development Expenses | Research and Development Expenses Research and development expenses include salaries and benefits, facilities and other overhead expenses, research related manufacturing services, contract services and other outside expenses. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to our research and development efforts and have no alternative future uses. We are obligated to make upfront payments upon execution of certain research and development agreements. Advance payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are deferred. Such amounts are recognized as expense as the related goods are delivered or the related services are performed or such time when we do not expect the goods to be delivered or services to be performed. |
Share-Based Compensation | Share-Based Compensation We record compensation expense associated with stock options, restricted stock units (“RSUs”), performance stock units (“PSUs”) and shares issued under our employee stock purchase plan (“ESPP”) in accordance with the authoritative guidance for stock-based compensation. The cost of employee services received in exchange for an award of an equity instrument is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense on a straight-line basis over the requisite service period of the award. Share-based compensation expense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Forfeitures are recognized as a reduction of share-based compensation expense as they occur. |
Income Taxes | Income Taxes We provide for income taxes using the liability method. Under this method, deferred income tax assets and liabilities are determined based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases at each reporting period. We measure deferred tax assets and liabilities using enacted tax rates for the year in which the differences are expected to reverse. Significant judgment is required by management to determine our provision for income taxes, our deferred tax assets and liabilities, and any associated valuation allowances recorded against our net deferred tax assets, which are based on complex and evolving tax regulations. Deferred tax assets (“DTA”) and other tax benefits are recorded when they are more likely than not to be realized. On a quarterly basis, we assess the need for valuation allowance on our DTAs, weighing all positive and negative evidence, to assess if it is more-likely-than-not that some or all of our DTAs will be realized. |
Segment Information | Segment InformationAs a result of the acquisition of Antares, we assessed the organization of our business and concluded that we continue to operate our business in one operating segment, which includes all activities related to the research, development and commercialization of our proprietary enzymes and devices. This segment also includes revenues and expenses related to (i) research and development and manufacturing activities conducted under our collaborative agreements with third parties, and (ii) product sales of proprietary and products. The chief operating decision-maker reviews the operating results on an aggregate basis and manages the operations as a single operating segment |
Adoption and Pending Adoption of Recent Accounting Pronouncements | Adoption and Pending Adoption of Recent Accounting Pronouncements The following table provides a brief description of recently issued accounting standards, those adopted in the current period and those not yet adopted: Standard Description Effective Date Effect on the Financial In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from contracts with customers The new guidance requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. January 1, 2023 (Early adoption is permitted, including adoption in an interim period) We early adopted ASU 2021-08 on April 1, 2022. The adoption did not have a material impact on our condensed consolidated financial position or results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The following table indicates the percentage of total revenues in excess of 10% with any single customer: Year Ended December 31, 2022 2021 2020 Partner A 20% 25% 35% Partner B 46% 48% 26% Partner C —% —% 11% Partner D —% 10% —% We attribute revenues under collaborative agreements, including royalties, to the individual countries where the customer is headquartered. We attribute revenues from product sales to the individual countries to which the product is shipped. Worldwide revenues from external customers are summarized by geographic location in the following table (in thousands): Year Ended December 31, 2022 2021 2020 United States $ 437,989 $ 293,089 $ 106,918 Switzerland 166,836 134,117 95,949 Ireland 3 14 30,552 Belgium 2,088 199 20,086 Japan 47,939 11,934 10,644 All other foreign 5,261 3,957 3,445 Total revenues $ 660,116 $ 443,310 $ 267,594 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Total Purchase Price Consideration | The total purchase consideration was comprised of the following (in thousands): Cash consideration for Antares shares outstanding as of May 24, 2022 $ 956,886 Consideration for Antares equity compensation awards (a) 45,828 Consideration for seller transaction costs paid by Halozyme 22,906 Consideration related to Antares closing indebtedness settled by Halozyme 19,683 Cash consideration related to cash bonus awards paid by Halozyme 365 Total purchase consideration $ 1,045,668 (a) Consideration for Antares equity compensation awards consists of $32.2 million paid for vested equity awards as well as $13.6 million paid for the pre-combination portion of unvested equity awards that were accelerated as part of the Merger Agreement. The fair value of the unvested equity awards attributable to the post-combination period of $8.7 million is included in our consolidated statements of income in twelve months ended December 31, 2022. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | As a result, the preliminary estimates may be revised during the measurement period. These differences could change the value of the intangible assets acquired, the contingent liability assumed, and the tax impacts related to the acquisition and could have a material impact on our results of operations and financial position. Amounts (in thousands) Amounts recognized as of Acquisition date (as initially reported) Measurement period adjustment Amounts recognized as of Acquisition date (as adjusted ) Total purchase consideration, net of $46,548 cash acquired $ 999,120 $ — $ 999,120 Assets: Short-term investments 498 — 498 Accounts receivable, net 82,160 — 82,160 Inventories, net 34,379 (6,311) 28,068 Prepaid expenses and other assets 5,241 — 5,241 Property and equipment, net 28,661 — 28,661 Intangibles, net 987,500 (397,700) 589,800 Liabilities: — Accounts Payable 7,197 — 7,197 Accrued expenses 33,705 7,949 41,654 Deferred revenue, current portion 2,509 — 2,509 Deferred revenue, net of current portion 1,207 — 1,207 Deferred tax liabilities, net 159,094 (88,092) 71,002 Other long-term liabilities 135,088 (114,300) 20,788 Net assets acquired, excluding goodwill $ 799,639 $ (209,568) $ 590,071 Goodwill $ 199,481 $ 209,568 $ 409,049 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Useful lives and preliminary values are presented in the table below. Amount (in thousands) Useful life (years) Auto-Injector technology platform $ 402,000 7 XYOSTED proprietary product 136,200 10 TLANDO product rights 2,900 10 ATRS-1902 (IPR&D) 48,700 Indefinite Estimated fair value of intangible assets acquired $ 589,800 |
Schedule of Acquired Indefinite-lived Intangible Assets by Major Class | Useful lives and preliminary values are presented in the table below. Amount (in thousands) Useful life (years) Auto-Injector technology platform $ 402,000 7 XYOSTED proprietary product 136,200 10 TLANDO product rights 2,900 10 ATRS-1902 (IPR&D) 48,700 Indefinite Estimated fair value of intangible assets acquired $ 589,800 |
Business Acquisition, Pro Forma Information (unaudited) | The following unaudited pro forma financial information summarizes combined results of operations of Halozyme and Antares as if the companies had been combined as of the beginning of our fiscal year 2021. Twelve Months Ended 2022 2021 Total Revenues $ 712,683 $ 627,292 Net income $ 218,723 $ 295,634 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Available-for-sale marketable securities | Available-for-sale marketable securities consisted of the following (in thousands): December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Asset-backed securities $ 1,146 $ — $ — $ 1,146 Corporate debt securities 7,139 — (9) 7,130 U.S. Treasury securities 111,469 — (934) 110,535 Agency bonds 2,783 2 (1) 2,784 Commercial paper 7,004 — — 7,004 $ 129,541 $ 2 $ (944) $ 128,599 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Asset-backed securities $ 32,745 $ — $ (53) $ 32,692 Corporate debt securities 58,885 — (86) 58,799 U.S. Treasury securities 231,230 — (469) 230,761 Non-U.S. Government Securities 17,232 — (12) 17,220 Commercial paper 282,731 — — 282,731 $ 622,823 $ — $ (620) $ 622,203 |
Investments Classified by Contractual Maturity Date [Table Text Block] | The estimated fair value of our contractual maturities of available-for-sale debt securities are as follows (in thousands): December 31, 2022 December 31, 2021 Due within one year $ 114,353 $ 500,965 After one but within five years 14,246 121,238 $ 128,599 $ 622,203 |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table summarizes, by major security type, our cash equivalents and available-for-sale marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): December 31, 2022 December 31, 2021 Level 1 Level 2 Total estimated fair value Level 1 Level 2 Total estimated fair value Cash equivalents: Money market funds $ 191,704 $ — $ 191,704 $ 118,707 $ — $ 118,707 Available-for-sale marketable Asset-backed securities — 1,146 1,146 — 32,692 32,692 Corporate debt securities — 7,130 7,130 — 58,799 58,799 U.S. Treasury securities 110,535 — 110,535 230,761 — 230,761 Non-US Government securities — — — — 17,220 17,220 Agency bonds 2,784 — 2,784 Commercial paper — 7,004 7,004 — 282,731 282,731 $ 305,023 $ 15,280 $ 320,303 $ 349,468 $ 391,442 $ 740,910 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our disaggregated revenues were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Royalties $ 360,475 $ 203,900 $ 88,596 Product sales, net Sales of bulk rHuPH20 82,084 80,960 38,956 Sale of proprietary products 72,849 23,264 17,031 Sale of Device Partnered Products 36,097 — — Total product sales, net $ 191,030 $ 104,224 $ 55,987 Revenues under collaborative agreements: Upfront license and target nomination fees 30,000 42,000 37,264 Event-based development milestones and regulatory milestone and other fees 59,000 42,000 69,500 Sales-based milestones 10,000 50,000 15,000 Device Licensing and development revenue 9,611 1,186 1,247 Total revenues under collaborative agreements $ 108,611 $ 135,186 $ 123,011 Total revenue $ 660,116 $ 443,310 $ 267,594 |
Contract with Customer, Asset and Liability | Accounts receivable, other contract assets and deferred revenues (contract liabilities) from contracts with customers, including collaboration partners, consisted of the following (in thousands): December 31, 2022 December 31, 2021 Accounts receivable, net $ 186,970 $ 90,975 Other contract assets $ 44,102 $ — Deferred revenues $ 5,499 $ 4,276 |
Certain Balance Sheet Items (Ta
Certain Balance Sheet Items (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Accounts Receivable | Accounts receivable consisted of the following (in thousands): December 31, December 31, Accounts receivable from product sales to partners $ 62,979 $ 18,504 Accounts receivable from revenues under collaborative agreements 18,776 5,422 Accounts receivable from royalty payments 100,900 63,555 Accounts receivable from other product sales 6,229 4,634 Contract assets 44,102 — Subtotal $ 232,986 $ 92,115 Allowance for distribution fees and discounts (1,914) (1,140) Total accounts receivable $ 231,072 $ 90,975 |
Summary of Inventories | Inventories consisted of the following (in thousands): December 31, December 31, Raw materials $ 13,792 $ 10,672 Work-in-process 40,361 17,451 Finished goods 45,970 25,785 Total inventories $ 100,123 $ 53,908 |
Summary of Prepaid Expenses and Other Assets | Prepaid expenses and other assets consisted of the following (in thousands): December 31, December 31, Prepaid manufacturing expenses $ 51,694 $ 47,991 Other prepaid expenses 4,647 3,809 Other assets 14,984 2,096 Total prepaid expenses and other assets $ 71,325 $ 53,896 Less long-term portion (26,301) (13,414) Total prepaid expenses and other assets, current $ 45,024 $ 40,482 |
Summary of Property and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, December 31, Research equipment $ 7,380 $ 7,174 Manufacturing equipment 27,893 5,719 Computer and office equipment 7,855 5,370 Leasehold improvements 6,729 1,628 Subtotal $ 49,857 $ 19,891 Accumulated depreciation and amortization (14,756) (13,100) Subtotal $ 35,101 $ 6,791 Right of use of assets 40,469 2,003 Property and equipment, net $ 75,570 $ 8,794 |
Summary of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, December 31, Accrued compensation and payroll taxes $ 19,939 $ 9,858 Accrued outsourced manufacturing expenses 12,190 6,514 Income taxes payable — 1,439 Product returns and sales allowance 30,261 706 Other accrued expenses 29,771 3,648 Lease liability 34,788 2,820 Total accrued expenses $ 126,949 $ 24,985 Less long-term portion (30,433) (544) Total accrued expenses, current $ 96,516 $ 24,441 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A summary of the activity impacting goodwill is presented below (in thousands): Balance as of December 31, 2021 $ — Goodwill acquired 409,049 Balance as of December 31, 2022 $ 409,049 |
Schedule of Finite-Lived Intangible Assets Accumulated Amortization and Weighted Average Useful Lives | The following table shows the cost, accumulated amortization and weighted average remaining life in years for our acquired intangible assets as of December 31, 2022 (in thousands). Weighted average remaining life (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Auto-Injector technology platform 7 $ 402,000 $ 34,735 $ 367,265 XYOSTED proprietary product 10 136,200 8,238 127,962 TLANDO product rights 10 2,900 175 2,725 Total definite-lived intangibles, net $ 541,100 $ 43,148 $ 497,952 ATRS-1902 (IPR&D) Indefinite 48,700 Total Intangibles, net $ 546,652 |
Schedule of Indefinite-Lived Intangible Assets | The following table shows the cost, accumulated amortization and weighted average remaining life in years for our acquired intangible assets as of December 31, 2022 (in thousands). Weighted average remaining life (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Auto-Injector technology platform 7 $ 402,000 $ 34,735 $ 367,265 XYOSTED proprietary product 10 136,200 8,238 127,962 TLANDO product rights 10 2,900 175 2,725 Total definite-lived intangibles, net $ 541,100 $ 43,148 $ 497,952 ATRS-1902 (IPR&D) Indefinite 48,700 Total Intangibles, net $ 546,652 |
Schedule of Finite-Lived Intangible Assets, Estimated Future Amortization Expense | The estimated future annual amortization of finite-lived intangible assets is shown in the following table. Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors. Year: Amortization (in thousands) 2023 $ 71,339 2024 71,339 2025 71,339 2026 71,339 2027 71,339 Thereafter 141,257 Total $ 497,952 |
Long-term Debt, Net (Tables)
Long-term Debt, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Values and Fair Values of Convertible Notes | The carrying amount and fair value of our Convertible Notes were as follows as of the dates indicated (amount in thousands). December 31, December 31, Principal amount: 2024 Convertible Notes $ 13,483 $ 90,936 2027 Convertible Notes 805,000 805,000 2028 Convertible Notes 720,000 — Total Principal Amount $ 1,538,483 $ 895,936 Unamortized debt discount: 2024 Convertible Notes $ (149) $ (1,517) 2027 Convertible Notes (14,359) (17,745) 2028 Convertible Notes (17,875) — Total unamortized debt discount $ (32,383) $ (19,262) Carrying amount: 2024 Convertible Notes $ 13,334 $ 89,419 2027 Convertible Notes 790,641 787,255 2028 Convertible Notes 702,125 — Total carrying amount $ 1,506,100 $ 876,674 Fair value based on trading levels (Level 2): 2024 Convertible Notes $ 32,176 $ 159,678 2027 Convertible Notes 784,770 718,889 2028 Convertible Notes 849,823 — Total fair value of outstanding notes $ 1,666,769 $ 878,567 Remaining amortization per period of debt discount (in years): 2024 Convertible Notes 1.9 2.9 2027 Convertible Notes 4.2 5.2 2028 Convertible Notes 5.6 n/a |
Components of Interest Expense and the Effective Interest Rates | The following table summarizes the components of interest expense and the effective interest rates for each of our Convertible Notes for the periods shown (in thousands). Twelve Months Ended 2022 2021 Coupon Interest: 2024 Convertible Notes $ 771 $ 1,906 2027 Convertible Notes 2,013 1,677 2028 Convertible Notes 2,660 — Total Coupon Interest $ 5,444 $ 3,583 Amortization of debt discount: 2024 Convertible Notes $ 357 $ 838 2027 Convertible Notes 3,386 2,804 2028 Convertible Notes 1,124 — Total amortization of debt discount $ 4,867 $ 3,642 Interest expense: 2024 Convertible Notes $ 1,128 $ 2,744 2027 Convertible Notes 5,399 4,481 2028 Convertible Notes 3,784 — Total interest expense $ 10,311 $ 7,225 Effective interest rates: 2024 Convertible Notes 1.8 % 1.8 % 2027 Convertible Notes 0.7 % 0.7 % 2028 Convertible Notes 1.5 % n/a Revolving Credit and Term Loan Facilities (May 2022) In May 2022, in connection with the closing of the Antares acquisition, we entered into a credit agreement, which was subsequently amended, with Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders and L/C Issuers party thereto (the “2022 Credit Agreement), evidencing a credit facility (the “2022 Facility”) that provides for (i) a $350 million revolving credit facility (the “Revolving Credit Facility”) and (ii) a $250 million term loan facility (the “Term Facility”). Proceeds from a $120 million draw on the Revolving Credit Facility and the $250 million Term Facility were used to fund a portion of the Antares acquisition, repay Antares’ existing debt and pay fees and expenses in connection with the acquisition. The 2022 Credit Agreement contains an expansion feature, which allows us, subject to certain conditions, to increase the aggregate principal amount of the 2022 Facility, provided we remain in compliance with underlying financial covenants on a pro forma basis including the consolidated interest coverage ratio and the consolidated net leverage ratio covenants set forth in the 2022 Credit Agreement. The 2022 Facility will mature on November 30, 2026 unless either the Revolving Credit Facility or the Term Facility is extended prior to such date in accordance with the 2022 Credit Agreement. The Term Facility requires quarterly scheduled repayments of the term loans in each of the first, second, third and fourth years following the Closing in annual amounts equal to 2.50%, 5.00%, 7.50% and 10.00% of the initial principal amount of the term loans, respectively. The term loans are also subject to mandatory prepayments from the proceeds of certain asset sales, subject to our right to reinvest the proceeds thereof. Borrowings under the 2022 Facility bear interest, at our option, at a rate equal to an applicable margin plus: (a) the applicable Term Secured Overnight Financing Rate (SOFR) (which includes a SOFR adjustment of 0.10%), or (b) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the Bank of America prime rate, (3) the Term SOFR rate for an interest period of one month plus 1.10%, and (4) 1.00%. The margin for the 2022 Facility ranges, based on our consolidated total net leverage ratio, from 0.25% to 1.25% in the case of base rate loans and from 1.25% to 2.25% in the case of Term SOFR rate loans. In addition to paying interest on the outstanding principal under the Facility, we will pay (i) a commitment fee in respect of the unutilized commitments thereunder and (ii) customary letter of credit fees and agency fees. The commitment fees range from 0.15% to 0.35% per annum based on our consolidated net leverage ratio. In August 2022, we entered into Amendment No. 1 to the Credit Agreement (the “Amendment”) among the Company, the Guarantors (as defined in the Credit Agreement), each L/C Issuer from time to time party thereto, Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and swing line lender (in such capacity, the “Swing Line Lender”), and each lender party thereto, which amends the Credit Agreement dated as of May 24, 2022 (the “Credit Agreement”) among the Company, the Guarantors, the Administrative Agent, the Swing Line Lender, each Lender and the L/C Issuers. The Amendment, among other things, increased the size of the revolving credit facility from $350 million to $575 million. The terms of the Revolving Credit Facility are otherwise unchanged. Concurrently with the entry into the Amendment, we repaid the entire outstanding Term Loan Facility and repaid all outstanding loans under the Revolving Credit Facility under the 2022 Credit Agreement. As of December 31, 2022, the Revolving Credit Facility was undrawn. We incurred a total of $3.6 million in third-party costs related to the 2022 Credit Agreement which is recorded as debt issuance cost within prepaid expenses and other assets in the condensed consolidated balance sheets. As of December 31, 2022, the unamortized debt issuance cost related to the revolving credit facility was $3.1 million. |
Future Maturities Interest Payments of Long-term Debt | Future maturities and interest payments of long-term debt as of December 31, 2022, are as follows (in thousands): 2023 $ 22,745 2024 9,213 2025 9,213 2026 9,213 2027 812,535 Thereafter 724,480 Total minimum payments $ 1,587,399 Less amount representing coupon interest (48,916) Gross balance of long-term debt $ 1,538,483 Less unamortized debt discount (32,383) Carrying value of long-term debt $ 1,506,100 Less current portion of long-term debt (13,334) Long-term debt, less current portion and unamortized debt discount $ 1,492,766 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation Expense Related To Share-based Payment Awards Excluding Acceleration of Antares Equity Awards | Total share-based compensation expense related to share-based awards excluding the acceleration of Antares equity awards was comprised of the following (in thousands): Year Ended December 31, 2022 2021 2020 Research and development $ 9,903 $ 6,992 $ 5,484 Selling, general and administrative 14,494 13,828 11,720 Share-based compensation expense $ 24,397 $ 20,820 $ 17,204 |
Share-based Compensation Expense By Type | Share-based compensation expense by type of share-based award (in thousands): Year Ended December 31, 2022 2021 2020 Stock options $ 10,973 $ 10,252 $ 8,955 RSAs, RSUs, PSUs and ESPP 13,424 10,568 8,249 $ 24,397 $ 20,820 $ 17,204 |
Total Unrecognized Estimated Compensation Cost By Type | Total unrecognized estimated compensation cost by type of award and the weighted-average remaining requisite service period over which such expense is expected to be recognized (in thousands, unless otherwise noted): December 31, 2022 Unrecognized Remaining Stock options $ 26,730 2.66 RSUs $ 26,488 2.32 PSUs $ 3,986 1.91 ESPP $ 247 0.45 |
Summary of Stock Option Award Activity | A summary of our stock option award activity as of and for the year ended December 31, 2022 is as follows: Shares Weighted Weighted Aggregate Outstanding at December 31, 2021 4,965,374 $20.76 Granted 1,773,912 $37.25 Exercised (789,870) $19.40 Canceled/forfeited (581,191) $33.87 Outstanding at December 31, 2022 5,368,225 $24.99 6.48 $171.3 Vested and expected to vest at December 31, 2022 5,368,225 $24.99 6.48 $171.3 Exercisable at December 31, 2022 3,176,691 $17.22 4.92 $126.0 |
Schedule of Valuation Assumptions | The assumptions used in the Black-Scholes model were as follows: Year Ended December 31, 2022 2021 2020 Expected volatility 39.91-50.81% 41.01-46.45% 47.57-51.82% Average expected term (in years) 4.7 4.7 5.1 Risk-free interest rate 1.37-4.27% 0.36-1.20% 0.22-1.67% Expected dividend yield — — — |
Summary of RSU Activity | The following table summarizes our RSU activity during the year ended December 31, 2022: Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 858,742 $29.54 Granted 706,096 $39.18 Vested (320,767) $26.68 Forfeited (204,690) $35.69 Outstanding at December 31, 2022 1,039,381 $35.76 1.25 $59.1 |
Schedule of PSU Activity | The following table summarizes our PSU activity during the year ended December 31, 2022: Number of Weighted Outstanding at December 31, 2021 69,382 $40.66 Granted 129,773 $41.42 Vested (2,565) $63.41 Forfeited (53,746) $27.20 Outstanding at December 31, 2022 142,844 $46.01 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Activity under Approved Share Repurchase Programs | We had the following activity under the approved share repurchase programs (dollars in thousands, except share and per share data) 2022 Total Number of Shares Purchased Weighted Average Price paid Per Share Total Cost (1) First quarter — $0.00 $0 Second quarter — $0.00 $0 Third quarter (2) 4,500,216 $44.44 $200,000 Fourth quarter — $0.00 $0 4,500,216 $44.44 $200,000 (1) Included in the total cost of shares purchased is a commission fee of $0.02 per share. (2) Included is 0.4 million shares delivered in December 2022 upon completion of the ASR. |
Net Income per share (Tables)
Net Income per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of the numerators and the denominators of the basic and diluted net income per common share computations is as follows (in thousands, except per share amounts): Twelve Months Ended 2022 2021 2020 Numerator: Net income $ 202,129 $ 402,710 $ 129,085 Denominator: Weighted average common shares outstanding for basic net income per share 136,844 140,646 136,206 Dilutive potential common stock outstanding: Stock Options 2,265 2,737 2,317 RSAs, RSUs, PSUs and ESPP 422 555 627 Convertible Notes 1,077 2,858 2,313 Weighted average common shares outstanding for diluted net income per share 140,608 146,796 141,463 Net income per share: Basic $ 1.48 $ 2.86 $ 0.95 Diluted $ 1.44 $ 2.74 $ 0.91 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Shares which have been excluded from the calculation of diluted net income per common share because their effect was anti-dilutive, include the following (shares in millions): Twelve Months Ended 2022 2021 2020 Anti-dilutive securities (1) 20.7 13.8 18.6 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | Approximate annual future minimum operating lease payments as of December 31, 2022 are as follows (in thousands): Year: Operating 2023 $ 7,800 2024 6,173 2025 5,464 2026 5,149 2027 5,296 Thereafter 17,133 Total minimum lease payments $ 47,015 Less imputed interest (12,227) Total $ 34,788 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) Before Income Taxes Summarized By Region | Total income (loss) before income taxes summarized by region were as follows (in thousands): Year Ended December 31, 2022 2021 2020 United States $ 248,918 $ 248,071 $ 130,427 Foreign — 447 (1,125) Net income before income taxes $ 248,918 $ 248,518 $ 129,302 |
Schedule of Components of Deferred Tax Assets and Liabilities | Significant components of our net deferred tax assets/(liabilities) were as follows (in thousands). December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 32,887 $ 42,182 Deferred revenue 837 909 Research and development and orphan drug credits 96,133 109,041 Share-based compensation 6,353 1,814 ASC 842 lease liability 2,480 600 Capitalized research expense 10,168 — Transaction related expense 2,354 — Inventory related reserves 18,395 — Interest expense limitation — — Other, net 3,054 3,449 $ 172,661 $ 157,995 Valuation allowance for deferred tax assets (707) (500) Deferred tax assets, net of valuation allowance $ 171,954 $ 157,495 Deferred tax liabilities: Non-deductible book amortization (115,578) Depreciation (2,559) (1,185) Convertible note — (17) ASC 842 right of use asset (9,061) (426) Other, net (330) (433) Total deferred tax liabilities $ (127,528) $ (2,061) Net deferred tax asset $ 44,426 $ 155,434 |
Schedule of Components of Income Tax Expense (Benefit) | Income tax (benefit) expense was comprised of the following components (in thousands): Year Ended December 31, 2022 2021 2020 Current - federal $ 6,157 $ (9) $ (11) Current - state 2,525 1,251 228 Deferred - federal 44,757 (117,925) — Deferred - state (6,650) (37,509) — $ 46,789 $ (154,192) $ 217 |
Schedule of Reconciliation of Provision for Income taxes to Federal Income Tax Rate | The provision for income taxes on earnings subject to income taxes differs from the statutory federal income tax rate due to the following: Year Ended December 31, 2022 2021 2020 Federal income tax expense (benefit) at 21% 21.00 % 21.00 % 21.00 % State income tax expense (benefit), net of federal income tax impact 0.82 % 2.67 % (1.59) % (Decrease) increase in valuation allowance (0.39) % (84.92) % 34.59 % Worthless stock deduction of international subsidiary — % — % (52.07) % Foreign income subject to tax at other than federal statutory rate — % 0.02 % 0.16 % Share-based compensation (0.66) % (2.50) % (1.89) % Executive compensation limitation 2.61 % 2.32 % 1.61 % Non-deductible expenses and other (0.40) % 0.54 % (1.64) % Foreign-derived intangible income (5.06) % (1.18) % — % Transaction costs 0.88 % — % — % 18.80 % (62.05) % 0.17 % |
Summary of Change in Unrecognized Tax Benefits | The following table summarizes the activity related to our unrecognized tax benefits (in thousands): Year Ended December 31, 2022 2021 2020 Gross unrecognized tax benefits at beginning of period $ 17,692 $ 19,167 $ 21,483 Increases in tax positions for prior years — 21 41 Decreases in tax positions for prior years and lapse in statue of limitations (1,148) (1,496) (2,357) Increases in tax positions related to business acquisition 2,151 — — Increases in tax positions for current year 787 — — Gross unrecognized tax benefits at end of period $ 19,482 $ 17,692 $ 19,167 |
Organization and Business (Deta
Organization and Business (Details) | 12 Months Ended |
Dec. 31, 2022 collaborator product | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Number of collaborations royalties from which royalties are received | collaborator | 3 |
Takeda | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Number of products royalties received from sales | 1 |
Roche | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Number of products royalties received from sales | 3 |
Janssen | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Number of products royalties received from sales | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Restricted Cash and Investments, Current [Abstract] | ||
Restricted cash | $ 500 | $ 500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||
Accounts receivable, allowance for credit loss | $ 0 | $ 0 | |
Total revenues | 660,116,000 | 443,310,000 | $ 267,594,000 |
Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | 660,116,000 | 443,310,000 | 267,594,000 |
United States | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | 437,989,000 | 293,089,000 | 106,918,000 |
Switzerland | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | 166,836,000 | 134,117,000 | 95,949,000 |
Ireland | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | 3,000 | 14,000 | 30,552,000 |
Belgium | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | 2,088,000 | 199,000 | 20,086,000 |
Japan | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | 47,939,000 | 11,934,000 | 10,644,000 |
All other foreign | Geographic Concentration Risk | |||
Concentration Risk [Line Items] | |||
Total revenues | $ 5,261,000 | $ 3,957,000 | $ 3,445,000 |
Roche and Baxalta | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage (instant date) | 52% | 90% | |
Partner A | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 20% | 25% | 35% |
Partner B | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 46% | 48% | 26% |
Partner C | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 0% | 0% | 11% |
Partner D | Sales | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 0% | 10% | 0% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Leases (Details) | Dec. 31, 2022 |
Minimum | |
Operating lease, term of contract | 3 years |
Maximum | |
Operating lease, term of contract | 12 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives (years) | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives (years) | 10 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies Segment information (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Business Combination - Narrativ
Business Combination - Narrative (Details) - Antares Pharma, Inc - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
May 24, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Purchase consideration | $ 1,045,668 | ||
Consideration transferred, cash paid per acquiree share (in usd per share) | $ 5.60 | ||
Consideration related toacquiree closing indebtedness settled | $ 19,683 | ||
Consideration for seller transaction costs paid by Halozyme | 22,906 | ||
Transaction costs | $ 21,900 | ||
Contingent consideration, liability | 130,000 | $ 15,700 | 15,700 |
Change in contingent liability | $ 114,300 | ||
Pro forma revenue of acquiree since acquisition date | 112,700 | ||
Proforma earnings loss of acquiree since acquisition date | $ 67,600 | ||
Revolving Credit Facility | |||
Business Acquisition [Line Items] | |||
Credit facility, maximum borrowing capacity | 350,000 | ||
Term Loan Facility | |||
Business Acquisition [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 250,000 |
Business Combination -Purchase
Business Combination -Purchase Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 24, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Share-based compensation expense | $ 8,700 | |
Antares Pharma, Inc | ||
Business Acquisition [Line Items] | ||
Cash consideration for Antares shares outstanding as of May 24, 2022 | $ 956,886 | |
Consideration for Antares equity compensation awards | 45,828 | |
Consideration for seller transaction costs paid by Halozyme | 22,906 | |
Consideration related to Antares closing indebtedness settled by Halozyme | 19,683 | |
Cash consideration related to cash bonus awards paid by Halozyme | 365 | |
Consideration transferred | 1,045,668 | |
Antares Pharma, Inc | Equity Compensation Awards, Vested | ||
Business Acquisition [Line Items] | ||
Consideration for Antares equity compensation awards | 32,200 | |
Antares Pharma, Inc | Equity Compensation Award, Unvested | ||
Business Acquisition [Line Items] | ||
Consideration for Antares equity compensation awards | $ 13,600 |
Business Combination - Schedule
Business Combination - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |||
May 24, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Total purchase consideration, net of $46,548 cash acquired | $ 999,120 | $ 0 | $ 0 | ||
Liabilities: | |||||
Goodwill | $ 409,049 | 409,049 | $ 0 | ||
Antares Pharma, Inc | |||||
Business Acquisition [Line Items] | |||||
Cash acquired | $ 46,548 | ||||
Total purchase consideration, net of $46,548 cash acquired | 999,120 | 999,120 | |||
Assets: | |||||
Short-term investments | 498 | 498 | 498 | ||
Accounts receivable, net | 82,160 | 82,160 | 82,160 | ||
Inventories, net | 34,379 | 28,068 | 28,068 | ||
Prepaid expenses and other assets | 5,241 | 5,241 | 5,241 | ||
Prepaid expenses and other assets | 28,661 | 28,661 | 28,661 | ||
Intangibles, net | 987,500 | 589,800 | 589,800 | ||
Liabilities: | |||||
Accounts Payable | 7,197 | 7,197 | 7,197 | ||
Accrued expenses | 33,705 | 41,654 | 41,654 | ||
Deferred revenue, current portion | 2,509 | 2,509 | 2,509 | ||
Deferred revenue, net of current portion | 1,207 | 1,207 | 1,207 | ||
Deferred tax liabilities, net | 159,094 | 71,002 | 71,002 | ||
Other long-term liabilities | 135,088 | 20,788 | 20,788 | ||
Net assets acquired, excluding goodwill | 799,639 | 590,071 | 590,071 | ||
Goodwill | $ 199,481 | 409,049 | $ 409,049 | ||
Measurement period adjustment | |||||
Inventories, net | (6,311) | ||||
Intangibles, net | (397,700) | ||||
Accrued expenses | 7,949 | ||||
Deferred tax liabilities, net | (88,092) | ||||
Other long-term liabilities | (114,300) | ||||
Net assets acquired, excluding goodwill | (209,568) | ||||
Goodwill | $ 209,568 |
Business Combination - Intangib
Business Combination - Intangible Assets Acquired (Details) - Antares Pharma, Inc - USD ($) $ in Thousands | 7 Months Ended | |
Dec. 31, 2022 | May 24, 2022 | |
Business Acquisition [Line Items] | ||
TLANDO product rights | $ 589,800 | $ 987,500 |
ATRS-1902 (IPR&D) | ||
Business Acquisition [Line Items] | ||
Indefinite-lived intangible assets acquired | 48,700 | |
Auto-Injector technology platform | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | $ 402,000 | |
Useful life (years) | 7 years | |
XYOSTED proprietary product | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | $ 136,200 | |
Useful life (years) | 10 years | |
TLANDO product rights | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | $ 2,900 | |
Useful life (years) | 10 years |
Business Combination - Summary
Business Combination - Summary of Proforma Financial Information (Details) - Antares Pharma, Inc - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Total Revenues | $ 712,683 | $ 627,292 |
Net income (loss) | $ 218,723 | $ 295,634 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Available for Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Available-for-sale Securities | ||
Amortized Cost | $ 129,541 | $ 622,823 |
Gross Unrealized Gains | 2 | 0 |
Gross Unrealized Losses | (944) | (620) |
Estimated Fair Value | 128,599 | 622,203 |
Asset-backed securities | ||
Schedule of Available-for-sale Securities | ||
Amortized Cost | 1,146 | 32,745 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (53) |
Estimated Fair Value | 1,146 | 32,692 |
Corporate debt securities | ||
Schedule of Available-for-sale Securities | ||
Amortized Cost | 7,139 | 58,885 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (9) | (86) |
Estimated Fair Value | 7,130 | 58,799 |
U.S. Treasury securities | ||
Schedule of Available-for-sale Securities | ||
Amortized Cost | 111,469 | 231,230 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (934) | (469) |
Estimated Fair Value | 110,535 | 230,761 |
Agency bonds | ||
Schedule of Available-for-sale Securities | ||
Amortized Cost | 2,783 | |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | 2,784 | |
Non-U.S. Government securities | ||
Schedule of Available-for-sale Securities | ||
Amortized Cost | 17,232 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (12) | |
Estimated Fair Value | 17,220 | |
Commercial paper | ||
Schedule of Available-for-sale Securities | ||
Amortized Cost | 7,004 | 282,731 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 7,004 | $ 282,731 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) $ in Thousands | Dec. 31, 2022 USD ($) security | May 24, 2022 USD ($) |
Fair Value Disclosures [Abstract] | ||
Number of securities in unrealized loss position | security | 20 | |
Securities in continuous unrealized loss position, less than 12 months | $ 117,200 | |
Securities in continuous unrealized loss position, less than 12 months, accumulated loss | 900 | |
Antares Pharma, Inc | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration, liability | $ 15,700 | $ 130,000 |
Fair Value Measurement - Maturi
Fair Value Measurement - Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Due within one year | $ 114,353 | $ 500,965 |
After one but within five years | 14,246 | 121,238 |
Estimated Fair Value | $ 128,599 | $ 622,203 |
Fair Value Measurement -Summary
Fair Value Measurement -Summary by Major Security of Fair Value Measured on a Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | $ 128,599,000 | $ 622,203,000 |
Fair Value Disclosure | 320,303,000 | 740,910,000 |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents | 191,704,000 | 118,707,000 |
Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 7,004,000 | |
Non-U.S. Government securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 0 | 17,220,000 |
Agency bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 2,784,000 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Disclosure | 305,023,000 | 349,468,000 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Disclosure | 15,280,000 | 391,442,000 |
Level 2 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 7,004,000 | |
Fair Value, Inputs, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Level 3 | 0 | 0 |
Asset-backed securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 1,146,000 | 32,692,000 |
Asset-backed securities | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 0 | 0 |
Asset-backed securities | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 1,146,000 | 32,692,000 |
Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 7,130,000 | 58,799,000 |
Corporate debt securities | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 0 | 0 |
Corporate debt securities | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 7,130,000 | |
Corporate debt securities | Level 2 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 58,799,000 | |
U.S. Treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 110,535,000 | 230,761,000 |
U.S. Treasury securities | U.S. Treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 110,535,000 | 230,761,000 |
U.S. Treasury securities | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 110,535,000 | |
U.S. Treasury securities | Level 1 | U.S. Treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 230,761,000 | |
U.S. Treasury securities | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 0 | 0 |
Non-U.S. Government securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 17,220,000 | |
Non-U.S. Government securities | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 0 | 17,220,000 |
Agency bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 2,784,000 | |
Agency bonds | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 2,784,000 | |
Agency bonds | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 0 | |
Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 7,004,000 | 282,731,000 |
Commercial paper | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 282,731,000 | |
Commercial paper | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 0 | 0 |
Commercial paper | Level 2 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale marketable securities: | 282,731,000 | |
Money market funds | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents | 191,704,000 | |
Money market funds | Level 1 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents | 118,707,000 | |
Money market funds | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents | $ 0 | $ 0 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 660,116 | $ 443,310 | $ 267,594 |
Royalties | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 360,475 | 203,900 | 88,596 |
Product sales, net | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 191,030 | 104,224 | 55,987 |
Sales of bulk rHuPH20 | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 82,084 | 80,960 | 38,956 |
Sale of proprietary products | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 72,849 | 23,264 | 17,031 |
Sale of Device Partnered Products | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 36,097 | 0 | 0 |
Revenues under collaborative agreements | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 108,611 | 135,186 | 123,011 |
Upfront license and target nomination fees | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 30,000 | 42,000 | 37,264 |
Event-based development milestones and regulatory milestone and other fees | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 59,000 | 42,000 | 69,500 |
Sales-based milestones | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 10,000 | 50,000 | 15,000 |
Device Licensing and development revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 9,611 | $ 1,186 | $ 1,247 |
Revenue - Textuals (Details)
Revenue - Textuals (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue related to licenses granted to collaboration partners | $ 429,500 | ||
Recognition of deferred revenue | (2,494) | $ (1,496) | $ (4,119) |
Deferred revenues | 5,499 | 4,276 | |
Deferred Credits and Other Liabilities | 5,500 | ||
Contract assets | 44,102 | $ 0 | |
License fees and event-based payments | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Recognition of deferred revenue | 2,000 | ||
Product sales, net | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Deferred Credits and Other Liabilities, Current | 75,200 | ||
2017 Roche | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Development milestones | 59,000 | ||
OtherCollaborators | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Deferred revenues | $ 80,700 |
Revenue - Contract with Custome
Revenue - Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 186,970 | $ 90,975 |
Contract assets | 44,102 | 0 |
Deferred revenues | $ 5,499 | $ 4,276 |
Revenue - Revenue, Remaining Pe
Revenue - Revenue, Remaining Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 $ in Millions | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 3.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Certain Balance Sheet Items - A
Certain Balance Sheet Items - Accounts receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract] | ||
Accounts receivable from product sales to partners | $ 62,979 | $ 18,504 |
Accounts receivable from revenues under collaborative agreements | 18,776 | 5,422 |
Accounts receivable from royalty payments | 100,900 | 63,555 |
Accounts receivable from other product sales | 6,229 | 4,634 |
Contract assets | 44,102 | 0 |
Subtotal | 232,986 | 92,115 |
Allowance for distribution fees and discounts | (1,914) | (1,140) |
Total accounts receivable | $ 231,072 | $ 90,975 |
Certain Balance Sheet Items - I
Certain Balance Sheet Items - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 13,792 | $ 10,672 |
Work-in-process | 40,361 | 17,451 |
Finished goods | 45,970 | 25,785 |
Total inventories | $ 100,123 | $ 53,908 |
Certain Balance Sheet Items - P
Certain Balance Sheet Items - Prepaid expenses and other assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid manufacturing expenses | $ 51,694 | $ 47,991 |
Other prepaid expenses | 4,647 | 3,809 |
Other assets | 14,984 | 2,096 |
Total prepaid expense and other assets | 71,325 | 53,896 |
Less long-term portion | (26,301) | (13,414) |
Total prepaid expense and other assets, current | $ 45,024 | $ 40,482 |
Certain Balance Sheet Items -_2
Certain Balance Sheet Items - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property and equipment, gross | $ 49,857 | $ 19,891 |
Accumulated depreciation and amortization | (14,756) | (13,100) |
Property and equipment, net | 35,101 | 6,791 |
Operating Lease, Right-of-Use Asset | 40,469 | 2,003 |
Property, Plant, and Equipment and Operating Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | $ 75,570 | $ 8,794 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant, and Equipment and Operating Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | Property, Plant, and Equipment and Operating Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization |
Research equipment | ||
Property and equipment, gross | $ 7,380 | $ 7,174 |
Manufacturing equipment | ||
Property and equipment, gross | 27,893 | 5,719 |
Computer and office equipment | ||
Property and equipment, gross | 7,855 | 5,370 |
Leasehold improvements | ||
Property and equipment, gross | $ 6,729 | $ 1,628 |
Certain Balance Sheet Items -_3
Certain Balance Sheet Items - Property and Equipment, Net (Textuals) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation and amortization | |||
Depreciation and amortization | $ 6,493 | $ 2,997 | $ 3,284 |
ROU amortization | $ 3,000 | $ 1,600 | $ 1,700 |
Certain Balance Sheet Items -_4
Certain Balance Sheet Items - Accrued Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Accrued Expenses | |||
Accrued compensation and payroll taxes | $ 19,939 | $ 9,858 | |
Accrued outsourced manufacturing expenses | 12,190 | 6,514 | |
Taxes Payable | 0 | 1,439 | |
Contract with Customer, Refund Liability | 30,261 | 706 | |
Other accrued expenses | 29,771 | 3,648 | |
Lease liability | 34,788 | 2,820 | |
Total accrued expenses | 126,949 | 24,985 | |
Less long-term portion | (30,433) | (544) | |
Total accrued expenses, current | 96,516 | 24,441 | |
Operating lease, accretion of liability | $ 500 | $ 300 | $ 500 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Total accrued expenses, current | Total accrued expenses, current | |
Operating lease, cost | $ 3,300 | $ 1,900 | 2,200 |
Operating lease payments | $ 4,200 | $ 2,700 | $ 3,200 |
Goodwill and Intangible Assets-
Goodwill and Intangible Assets-Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | May 24, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||
Goodwill | $ 409,049 | $ 0 | |
Minimum | |||
Goodwill [Line Items] | |||
Weighted average remaining life (in years) | 7 years | ||
Maximum | |||
Goodwill [Line Items] | |||
Weighted average remaining life (in years) | 10 years | ||
Antares Pharma, Inc | |||
Goodwill [Line Items] | |||
Goodwill | $ 409,049 | $ 199,481 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 0 |
Goodwill acquired | 409,049 |
Goodwill, Ending Balance | $ 409,049 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 541,100 | |
Accumulated Amortization | 43,148 | |
Net Carrying Value -finite | 497,952 | |
ATRS-1902 (IPR&D)- Indefinite | 48,700 | |
Total Intangibles, net | $ 546,652 | $ 0 |
Auto-Injector technology platform | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life (in years) | 7 years | |
Gross Carrying Value | $ 402,000 | |
Accumulated Amortization | 34,735 | |
Net Carrying Value -finite | $ 367,265 | |
XYOSTED proprietary product | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life (in years) | 10 years | |
Gross Carrying Value | $ 136,200 | |
Accumulated Amortization | 8,238 | |
Net Carrying Value -finite | $ 127,962 | |
TLANDO product rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life (in years) | 10 years | |
Gross Carrying Value | $ 2,900 | |
Accumulated Amortization | 175 | |
Net Carrying Value -finite | $ 2,725 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets -Future Amortization (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 71,339 |
2024 | 71,339 |
2025 | 71,339 |
2026 | 71,339 |
2027 | 71,339 |
Thereafter | 141,257 |
Net Carrying Value -finite | $ 497,952 |
Long-Term Debt, Net - Narrative
Long-Term Debt, Net - Narrative (Details) $ / shares in Units, shares in Thousands | 1 Months Ended | 12 Months Ended | |||||||
May 24, 2022 USD ($) | Mar. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) trading_day $ / shares shares | Mar. 31, 2021 USD ($) trading_day businessDay $ / shares shares | Nov. 30, 2019 USD ($) trading_day $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 15, 2022 $ / shares | |
Debt Instrument [Line Items] | |||||||||
Aggregate principal | $ 1,538,483,000 | $ 895,936,000 | |||||||
Proceeds from issuance of 2027 Convertible Notes, net | $ 447,300,000 | 0 | 784,875,000 | $ 0 | |||||
Debt issuance costs | 7,104,000 | 424,000 | 0 | ||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 43.09 | ||||||||
Payment for capped calls | $ 69,100,000 | ||||||||
Repayments of convertible debt | 77,400,000 | 77,453,000 | 369,064,000 | 19,560,000 | |||||
Amount paid for conversion of debt instrument | $ 77,600,000 | ||||||||
Stock issued for conversion of debt instrument (shares) | shares | 1,510 | ||||||||
Induced conversion expense related to convertible notes | $ 2,700,000 | 2,712,000 | 20,960,000 | 0 | |||||
Proceeds from revolving credit facilities | 120,000,000 | 0 | $ 0 | ||||||
1.00% Convertible Senior Notes due | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal | 720,000,000 | 0 | |||||||
Proceeds from issuance of 2027 Convertible Notes, net | $ 702,000,000 | ||||||||
Cap call transaction, cap price per share (in usd per share) | $ / shares | $ 75.4075 | ||||||||
Sale of stock premium over last reported sale price, percentage | 75% | ||||||||
1.00% Convertible Senior Notes due | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 1% | ||||||||
Aggregate principal | $ 720,000,000 | ||||||||
Lender Ffee | 18,000,000 | ||||||||
Debt issuance costs | $ 1,000,000 | ||||||||
Conversion rate (shares) | 17.8517 | ||||||||
Debt, convertible, conversion price (in usd per share) | $ / shares | $ 56.02 | ||||||||
1.00% Convertible Senior Notes due | Period One | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible, threshold percentage of stock price trigger | 130% | ||||||||
Convertible, threshold trading days | trading_day | 20 | ||||||||
Convertible, threshold consecutive trading days | trading_day | 30 | ||||||||
1.00% Convertible Senior Notes due | Period Two | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible, threshold percentage of stock price trigger | 98% | ||||||||
Convertible, threshold consecutive trading days | trading_day | 5 | ||||||||
0.25% Convertible Senior Notes due 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal | 805,000,000 | 805,000,000 | |||||||
Proceeds from issuance of 2027 Convertible Notes, net | $ 784,900,000 | ||||||||
0.25% Convertible Senior Notes due 2027 | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 0.25% | ||||||||
Aggregate principal | $ 805,000,000 | ||||||||
Lender Ffee | 20,100,000 | ||||||||
Debt issuance costs | $ 400,000 | ||||||||
Conversion rate (shares) | 12.9576 | ||||||||
Debt, convertible, conversion price (in usd per share) | $ / shares | $ 77.17 | ||||||||
0.25% Convertible Senior Notes due 2027 | Period One | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible, threshold percentage of stock price trigger | 130% | ||||||||
Convertible, threshold trading days | trading_day | 20 | ||||||||
Convertible, threshold consecutive trading days | trading_day | 30 | ||||||||
0.25% Convertible Senior Notes due 2027 | Period Two | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible, threshold percentage of stock price trigger | 98% | ||||||||
Convertible, threshold consecutive trading days | trading_day | 5 | ||||||||
Convertible, threshold consecutive business days | businessDay | 5 | ||||||||
1.25% Convertible Senior Notes due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal | 13,483,000 | $ 90,936,000 | |||||||
Repayments of convertible debt | $ 369,100,000 | ||||||||
Amount paid for conversion of debt instrument | $ 370,200,000 | ||||||||
Stock issued for conversion of debt instrument (shares) | shares | 9,080 | ||||||||
Induced conversion expense related to convertible notes | 21,000,000 | ||||||||
1.25% Convertible Senior Notes due 2024 | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 1.25% | ||||||||
Aggregate principal | $ 460,000,000 | ||||||||
Lender Ffee | 12,700,000 | ||||||||
Debt issuance costs | $ 300,000 | ||||||||
Conversion rate (shares) | 41.9208 | ||||||||
Debt, convertible, conversion price (in usd per share) | $ / shares | $ 23.85 | ||||||||
1.25% Convertible Senior Notes due 2024 | Convertible Debt | Subsequent Event | Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of convertible debt | $ 13,500,000 | ||||||||
1.25% Convertible Senior Notes due 2024 | Period One | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible, threshold percentage of stock price trigger | 130% | ||||||||
Convertible, threshold trading days | trading_day | 20 | ||||||||
Convertible, threshold consecutive trading days | trading_day | 30 | ||||||||
1.25% Convertible Senior Notes due 2024 | Period Two | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible, threshold percentage of stock price trigger | 98% | ||||||||
Convertible, threshold consecutive trading days | trading_day | 5 | ||||||||
Credit Agreement | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility, maximum borrowing capacity | $ 350,000,000 | $ 575,000,000 | |||||||
Proceeds from revolving credit facilities | 120,000,000 | ||||||||
Debt issuance cost | $ 3,600,000 | ||||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Revolving Credit Facility | Variable Rate Component One | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.10% | ||||||||
Credit Agreement | Fed Funds Rate | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Credit Agreement | Period prior to expiration | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee percentage | 0.15% | ||||||||
Credit Agreement | Period prior to expiration | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1% | ||||||||
Credit Agreement | Period prior to expiration | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Revolving Credit Facility | Variable Rate Component Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.25% | ||||||||
Credit Agreement | Period prior to expiration | Base Rate | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.25% | ||||||||
Credit Agreement | Period after expiration | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee percentage | 0.35% | ||||||||
Credit Agreement | Period after expiration | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.10% | ||||||||
Credit Agreement | Period after expiration | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Revolving Credit Facility | Variable Rate Component Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.25% | ||||||||
Credit Agreement | Period after expiration | Base Rate | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.25% | ||||||||
Credit Agreement | Term Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility, maximum borrowing capacity | $ 250,000,000 | ||||||||
Proceeds from revolving credit facilities | $ 250,000,000 | ||||||||
Unamortized debt issuance cost | $ 3,100,000 | ||||||||
Credit Agreement | Term Loan Facility | Year One | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 2.50% | ||||||||
Credit Agreement | Term Loan Facility | Year two | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 5% | ||||||||
Credit Agreement | Term Loan Facility | Year three | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 7.50% | ||||||||
Credit Agreement | Term Loan Facility | Year four | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 10% |
Long-term Debt, Net - Carrying
Long-term Debt, Net - Carrying Value of Debt, Components of Interest Expense and Future Maturity (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2022 | Mar. 31, 2021 | Nov. 30, 2019 | |
Debt Instrument [Line Items] | ||||||
Total Principal Amount | $ 1,538,483,000 | $ 895,936,000 | ||||
Total unamortized debt discount | 32,383,000 | 19,262,000 | ||||
Total carrying amount | 1,506,100,000 | 876,674,000 | ||||
Total fair value of outstanding notes | 1,666,769,000 | 878,567,000 | ||||
Total amortization of debt discount | 7,839,000 | 3,642,000 | $ 14,136,000 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
2023 | 22,745,000 | |||||
2024 | 9,213,000 | |||||
2025 | 9,213,000 | |||||
2026 | 9,213,000 | |||||
2027 | 812,535,000 | |||||
Thereafter | 724,480,000 | |||||
Total minimum payments | 1,587,399,000 | |||||
Less amount representing interest | (48,916,000) | |||||
Gross balance of long-term debt | 1,538,483,000 | |||||
Less unamortized debt discount | (32,383,000) | (19,262,000) | ||||
Present value of long-term debt | 1,506,100,000 | |||||
Less current portion of long-term debt | (13,334,000) | (89,419,000) | ||||
Long-term debt, less current portion and unamortized debt discount | 1,492,766,000 | |||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Total Coupon Interest | 5,444,000 | 3,583,000 | ||||
Total amortization of debt discount | 4,867,000 | 3,642,000 | ||||
Total interest expense | 10,311,000 | 7,225,000 | ||||
2024 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total Principal Amount | 13,483,000 | 90,936,000 | ||||
Total unamortized debt discount | 149,000 | 1,517,000 | ||||
Total carrying amount | 13,334,000 | 89,419,000 | ||||
Total fair value of outstanding notes | $ 32,176,000 | $ 159,678,000 | ||||
Remaining amortization per period of debt discount (in years): | 1 year 10 months 24 days | 2 years 10 months 24 days | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Less unamortized debt discount | $ (149,000) | $ (1,517,000) | ||||
2024 Convertible Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Total Principal Amount | $ 460,000,000 | |||||
Total Coupon Interest | 771,000 | 1,906,000 | ||||
Total amortization of debt discount | 357,000 | 838,000 | ||||
Total interest expense | $ 1,128,000 | $ 2,744,000 | ||||
Effective interest rates: | 1.80% | 1.80% | ||||
2027 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total Principal Amount | $ 805,000,000 | $ 805,000,000 | ||||
Total unamortized debt discount | 14,359,000 | 17,745,000 | ||||
Total carrying amount | 790,641,000 | 787,255,000 | ||||
Total fair value of outstanding notes | $ 784,770,000 | $ 718,889,000 | ||||
Remaining amortization per period of debt discount (in years): | 4 years 2 months 12 days | 5 years 2 months 12 days | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Less unamortized debt discount | $ (14,359,000) | $ (17,745,000) | ||||
2027 Convertible Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Total Principal Amount | $ 805,000,000 | |||||
Total Coupon Interest | 2,013,000 | 1,677,000 | ||||
Total amortization of debt discount | 3,386,000 | 2,804,000 | ||||
Total interest expense | $ 5,399,000 | $ 4,481,000 | ||||
Effective interest rates: | 0.70% | 0.70% | ||||
2028 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total Principal Amount | $ 720,000,000 | $ 0 | ||||
Total unamortized debt discount | 17,875,000 | 0 | ||||
Total carrying amount | 702,125,000 | 0 | ||||
Total fair value of outstanding notes | $ 849,823,000 | 0 | ||||
Remaining amortization per period of debt discount (in years): | 5 years 7 months 6 days | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Less unamortized debt discount | $ (17,875,000) | 0 | ||||
2028 Convertible Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Total Principal Amount | $ 720,000,000 | |||||
Total Coupon Interest | 2,660,000 | 0 | ||||
Total amortization of debt discount | 1,124,000 | 0 | ||||
Total interest expense | $ 3,784,000 | $ 0 | ||||
Effective interest rates: | 1.50% |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance (in shares) | 14,764,481 | |||
Cliff Vesting, First Anniversary | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights, percentage | 25% | |||
Monthly Vesting, after One Year | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights, percentage | 2.08% | |||
Outstanding awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares subject to outstanding awards (in shares) | 6,550,075 | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options, exercise price, percent of share price (percent) | 100% | |||
Options, outstanding, initial contractual term | 10 years | |||
Options, granted weighted average grant date fair value (in usd per share) | $ 14.22 | $ 18.21 | $ 20.74 | |
Options, exercised, intrinsic value | $ 21,600 | $ 33,500 | $ 49,700 | |
Proceeds from options exercised | $ 15,300 | $ 16,600 | $ 66,200 | |
RSUs | Percentage Vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights, percentage | 25% | |||
Amended and Restated 2021 Stock Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized (in shares) | 17,800,000 | |||
2021 ESPP Plan | Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Purchase price percent | 85% | |||
Share purchases, employee payroll deduction percent minimum | 1% | |||
Share purchases, employee payroll deduction maximum percent | 15% | |||
Employee purchase maximum amount | $ 25 | |||
Shares available for grant (in shares) | 2,650,103 | |||
Purchase period | 6 months | |||
Shares issued (in shares) | 32,124 |
Share-based Compensation -Sched
Share-based Compensation -Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 24,397 | $ 20,820 | $ 17,204 |
Stock options | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 10,973 | 10,252 | 8,955 |
RSAs, RSUs, PSUs and ESPP | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 13,424 | 10,568 | 8,249 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 9,903 | 6,992 | 5,484 |
Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 14,494 | $ 13,828 | $ 11,720 |
Share-based Compensation - Unre
Share-based Compensation - Unrecognized Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 26,730 |
Compensation Cost Not yet Recognized, Period for Recognition | 2 years 7 months 28 days |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 26,488 |
Compensation Cost Not yet Recognized, Period for Recognition | 2 years 3 months 25 days |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 3,986 |
Compensation Cost Not yet Recognized, Period for Recognition | 1 year 10 months 28 days |
Employee Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 247 |
Compensation Cost Not yet Recognized, Period for Recognition | 5 months 12 days |
Share-based Compensation - Opti
Share-based Compensation - Options (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Shares Underlying Stock Options | |
Outstanding, Beginning (in shares) | shares | 4,965,374 |
Options, Grants in Period, Gross | shares | 1,773,912 |
Exercised (in shares) | shares | (789,870) |
Options, Forfeitures and Expirations in Period | shares | (581,191) |
Outstanding, Ending (in shares) | shares | 5,368,225 |
Vested and expected to vest, End of period (in shares) | shares | 5,368,225 |
Exercisable, End of period (in shares) | shares | 3,176,691 |
Weighted Average Exercise Price per Share | |
Outstanding, Beginning (in usd per share) | $ / shares | $ 20.76 |
Granted (in usd per share) | $ / shares | 37.25 |
Exercised (in usd per share) | $ / shares | 19.40 |
Canceled/forfeited (in usd per share) | $ / shares | 33.87 |
Outstanding, Ending (in usd per share) | $ / shares | 24.99 |
Vested and expected to vest, Ending weighted average exercise price (in usd per share) | $ / shares | 24.99 |
Exercisable, Ending weighted average exercise price (in usd per share) | $ / shares | $ 17.22 |
Weighted Average Remaining Contractual Term (years) | |
Outstanding, End of period | 6 years 5 months 23 days |
Vested and expected to vest, End of period | 6 years 5 months 23 days |
Exercisable, End of period | 4 years 11 months 1 day |
Aggregate Intrinsic Value | |
Outstanding, End of period | $ | $ 171.3 |
Vested and expected to vest, End of period | $ | 171.3 |
Exercisable, End of period | $ | $ 126 |
Share-based Compensation Valuat
Share-based Compensation Valuation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Share-based Compensation Arrangements Valuation Inputs [Line Items] | |||
Average expected term (in years) | 4 years 8 months 12 days | 4 years 8 months 12 days | 5 years 1 month 6 days |
Risk free interest rate, minimum | 1.37% | 0.36% | 0.22% |
Risk free interest rate, maximum | 4.27% | 1.20% | 1.67% |
Expected dividend yield | 0% | 0% | 0% |
Minimum | |||
Schedule of Share-based Compensation Arrangements Valuation Inputs [Line Items] | |||
Expected volatility | 39.91% | 41.01% | 47.57% |
Maximum | |||
Schedule of Share-based Compensation Arrangements Valuation Inputs [Line Items] | |||
Expected volatility | 50.81% | 46.45% | 51.82% |
Share-based Compensation - Rest
Share-based Compensation - Restricted Stock Units (Details) - RSUs - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Outstanding, Beginning (in shares) | 858,742 | ||
Grants (in shares) | 706,096 | ||
Vested (in shares) | (320,767) | ||
Forfeited (in shares) | (204,690) | ||
Outstanding, Ending (in shares) | 1,039,381 | 858,742 | |
Weighted Average Grant Date Fair Value | |||
Outstanding, Beginning (in usd per share) | $ 29.54 | ||
Granted (in usd per share) | 39.18 | ||
Vested (in usd per share) | 26.68 | ||
Forfeited (in usd per share) | 35.69 | ||
Outstanding, Ending (in usd per share) | $ 35.76 | $ 29.54 | |
Weighted Average Remaining Contractual Term (yrs) | 1 year 3 months | ||
Aggregate Intrinsic Value | $ 59.1 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Vested in period, fair value | 8.6 | $ 6.6 | $ 10.1 |
Aggregate intrinsic value, vested | $ 11.3 | $ 19 | $ 14 |
Share-based Compensation - Perf
Share-based Compensation - Performance Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Outstanding, Beginning (in shares) | 69,382 | ||
Grants (in shares) | 129,773 | ||
Vested (in shares) | (2,565) | ||
Forfeited (in shares) | (53,746) | ||
Outstanding, Ending (in shares) | 142,844 | 69,382 | |
Weighted Average Grant Date Fair Value | |||
Outstanding, Beginning (in usd per share) | $ 40.66 | ||
Granted (in usd per share) | 41.42 | ||
Vested (in usd per share) | 63.41 | ||
Forfeited (in usd per share) | 27.20 | ||
Outstanding, Ending (in usd per share) | $ 46.01 | $ 40.66 | |
Aggregate intrinsic value, vested | $ 0.2 | $ 0.1 | |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Outstanding, Beginning (in shares) | 858,742 | ||
Grants (in shares) | 706,096 | ||
Vested (in shares) | (320,767) | ||
Forfeited (in shares) | (204,690) | ||
Outstanding, Ending (in shares) | 1,039,381 | 858,742 | |
Weighted Average Grant Date Fair Value | |||
Outstanding, Beginning (in usd per share) | $ 29.54 | ||
Granted (in usd per share) | 39.18 | ||
Vested (in usd per share) | 26.68 | ||
Forfeited (in usd per share) | 35.69 | ||
Outstanding, Ending (in usd per share) | $ 35.76 | $ 29.54 | |
Aggregate intrinsic value, vested | $ 11.3 | $ 19 | $ 14 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' equity (deficit) (textual) | |||
Stock option exercised (in shares) | 789,870 | ||
Options, outstanding in shares) | 5,368,225 | 4,965,374 | |
Stock options | |||
Stockholders' equity (deficit) (textual) | |||
Stock option exercised (in shares) | 789,870 | 1,179,032 | 4,705,843 |
Net proceeds from stock options exercised | $ 15.3 | $ 16.6 | $ 66.2 |
RSUs | |||
Stockholders' equity (deficit) (textual) | |||
Issuance of restricted stock awards, net (in shares) | 254,907 | 299,958 | 571,963 |
Number of RSUs surrendered to pay for minimum withholding taxes | 68,425 | 94,795 | 142,905 |
Payments for tax withholding for restricted stock units vested, net | $ 4.4 | $ 8.2 | $ 5.5 |
Stock Options And Restricted Stock Units | |||
Stockholders' equity (deficit) (textual) | |||
Options, outstanding in shares) | 6,600,000 | 5,900,000 | 6,700,000 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchases (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||
Dec. 31, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2019 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | |
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Authorized repurchase amount | $ 750,000,000 | $ 550,000,000 | $ 750,000,000 | ||||||||||
Stock repurchase program, period | 3 years | 3 years | |||||||||||
Stock repurchased (shares) | 2,100,000 | 3,500,000 | 4,600,000 | 6,500,000 | 22,300,000 | ||||||||
Value of stock repurchased | $ 90,200,000 | $ 0 | $ 200,000,000 | $ 0 | $ 0 | $ 200,000,000 | $ 200,000,000 | $ 150,000,000 | |||||
Payments for repurchase of common stock | $ 109,800,000 | $ 150,000,000 | $ 200,002,000 | $ 350,058,000 | $ 150,117,000 | ||||||||
Total Number of Shares Purchased (in shares) | 0 | 4,500,216 | 0 | 0 | 4,500,216 | ||||||||
Weighted Average Price Paid Per Share (in usd per share) | $ 0 | $ 44.44 | $ 0 | $ 0 | $ 44.44 | $ 43.02 | $ 23.05 | $ 24.72 | |||||
Treasury Stock Acquired, Fee Cost Per Share | $ 0.02 | ||||||||||||
Accelerated Share Repurchase Agreement | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased (shares) | 400,000 | 2,000,000 | |||||||||||
Value of stock repurchased | $ 109,800,000 | $ 400,000 | $ 150,000,000 |
Net Income per share - Basic an
Net Income per share - Basic and Diluted Income Per Common Share Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net income | $ 202,129 | $ 402,710 | $ 129,085 |
Weighted average stock outstanding - basic (USD per share) | 136,844 | 140,646 | 136,206 |
Weighted average stock outstanding - diluted (USD per share) | 140,608 | 146,796 | 141,463 |
Earnings per share - basic (USD per share) | $ 1.48 | $ 2.86 | $ 0.95 |
Earnings per share - diluted (USD per share) | $ 1.44 | $ 2.74 | $ 0.91 |
Convertible Debt Securities | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 1,077 | 2,858 | 2,313 |
Stock options | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 2,265 | 2,737 | 2,317 |
Restricted stock awards | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 422 | 555 | 627 |
Net Income per share - Anti-dil
Net Income per share - Anti-dilutive Securities (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Anti-dilutive securities | 20.7 | 13.8 | 18.6 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Lease textual (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 ft² | Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Operating Lease, Expense | $ | $ 3.3 | $ 2 | $ 2.3 | |
Operating Lease, Weighted Average Remaining Lease Term | 7 years 7 months 20 days | |||
Office and Research Facility | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating Leases, Area Leased | ft² | 73,238 | 194,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Annual Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 7,800 | |
2024 | 6,173 | |
2025 | 5,464 | |
2026 | 5,149 | |
2027 | 5,296 | |
Thereafter | 17,133 | |
Total minimum lease payments | 47,015 | |
Less imputed interest | (12,227) | |
Total | $ 34,788 | $ 2,820 |
Income Taxes Net - Income (Loss
Income Taxes Net - Income (Loss) By Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 248,918 | $ 248,071 | $ 130,427 |
Foreign | 0 | 447 | (1,125) |
Net income before income taxes | $ 248,918 | $ 248,518 | $ 129,302 |
Income Taxes - Components Defer
Income Taxes - Components Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 32,887 | $ 42,182 |
Deferred revenue | 837 | 909 |
Research and development and orphan drug credits | 96,133 | 109,041 |
Share-based compensation | 6,353 | 1,814 |
ASC 842 lease liability | 2,480 | 600 |
Capitalized research expense | 10,168 | 0 |
Transaction related expense | 2,354 | 0 |
Inventory related reserves | 18,395 | 0 |
Interest expense limitation | 0 | 0 |
Other, net | 3,054 | 3,449 |
Deferred Tax Assets, Gross | 172,661 | 157,995 |
Valuation allowance for deferred tax assets | (707) | (500) |
Deferred tax assets, net of valuation allowance | 171,954 | 157,495 |
Non-deductible book amortization | (115,578) | |
Depreciation | (2,559) | (1,185) |
Convertible note | 0 | (17) |
ASC 842 right of use asset | (9,061) | (426) |
Other, net | (330) | (433) |
Total deferred tax liabilities | (127,528) | (2,061) |
Net deferred tax asset | $ 44,426 | $ 155,434 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | May 24, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Tax Credit Carryforward [Line Items] | |||||
Valuation allowance for deferred tax assets | $ 707,000 | $ 500,000 | |||
Deferred tax liability, increase, from acquisition of intangibles and inventory | 119,700,000 | ||||
Unrecognized tax Bbenefits | 19,482,000 | 17,692,000 | $ 19,167,000 | $ 21,483,000 | |
Undistributed foreign earnings | 0 | $ 0 | |||
Domestic Tax Authority | |||||
Tax Credit Carryforward [Line Items] | |||||
Operating loss Ccarryforwards | 31,200,000 | ||||
Domestic Tax Authority | Research Tax Credit Carryforward | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforwards | 30,800,000 | ||||
Domestic Tax Authority | Research Tax Credit Carryforward | Antares Pharma, Inc | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforwards | $ 7,400,000 | ||||
Domestic Tax Authority | General Business Tax Credit Carryforward | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforwards | 70,000,000 | ||||
State and Local Jurisdiction | California | |||||
Tax Credit Carryforward [Line Items] | |||||
Operating loss Ccarryforwards | 237,400,000 | ||||
State and Local Jurisdiction | Other States | |||||
Tax Credit Carryforward [Line Items] | |||||
Operating loss Ccarryforwards | 63,400,000 | ||||
State and Local Jurisdiction | Research Tax Credit Carryforward | Antares Pharma, Inc | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforwards | $ 720,000 | ||||
State and Local Jurisdiction | Research Tax Credit Carryforward | California | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforwards | $ 17,000,000 | ||||
State and Local Jurisdiction | Research Tax Credit Carryforward | MINNESOTA | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforwards | $ 700,000 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Current - federal | $ 6,157 | $ (9) | $ (11) |
Current - state | 2,525 | 1,251 | 228 |
Deferred - federal | 44,757 | (117,925) | 0 |
Deferred - state | (6,650) | (37,509) | 0 |
Income tax expense (benefit) | $ 46,789 | $ (154,192) | $ 217 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax expense (benefit) at 21% | 21% | 21% | 21% |
State income tax expense (benefit), net of federal income tax impact | 0.82% | 2.67% | (1.59%) |
(Decrease) increase in valuation allowance | (0.39%) | (84.92%) | 34.59% |
Worthless stock deduction of international subsidiary | 0% | 0% | (52.07%) |
Foreign income subject to tax at other than federal statutory rate | 0% | 0.02% | 0.16% |
Share-based compensation | (0.66%) | (2.50%) | (1.89%) |
Executive compensation limitation | 2.61% | 2.32% | 1.61% |
Non-deductible expenses and other | (0.40%) | 0.54% | (1.64%) |
Foreign-derived intangible income | (5.06%) | (1.18%) | 0% |
Transaction costs | 0.88% | 0% | 0% |
Effective Income Tax Rate Reconciliation, Percent | 18.80% | (62.05%) | 0.17% |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits, beginning of period | $ 17,692 | $ 19,167 | $ 21,483 |
Increases in tax positions for prior years | 0 | 21 | 41 |
Decreases in tax positions for prior years and lapse in statue of limitations | (1,148) | (1,496) | (2,357) |
Increases in tax positions related to business acquisition | 2,151 | 0 | 0 |
Increases in tax positions for current year | 787 | 0 | 0 |
Unrecognized Tax Benefits, end of period | $ 19,482 | $ 17,692 | $ 19,167 |
Employee Savings Plan (Details)
Employee Savings Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Employer contribution amount | $ 2.6 | $ 1.1 | $ 1.1 |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |||
Accounts receivable allowance, beginning balance | $ 1,140 | $ 1,003 | $ 797 |
Acquired | 924 | ||
Additions | 5,946 | 8,131 | 13,276 |
Deductions | (6,096) | (7,994) | (13,070) |
Accounts receivable allowance, ending balance | $ 1,914 | $ 1,140 | $ 1,003 |