Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 31, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Entity Central Index Key | 0001446847 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-34620 | ||
Entity Registrant Name | IRONWOOD PHARMACEUTICALS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 04-3404176 | ||
Entity Address, Address Line One | 100 Summer Street | ||
Entity Address, Address Line Two | Suite 2300 | ||
Entity Address, City or Town | Boston | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02110 | ||
City Area Code | 617 | ||
Local Phone Number | 621-7722 | ||
Title of 12(b) Security | Class A Common Stock, $0.001 par value | ||
Entity Listing, Par Value Per Share | $ 0.001 | ||
Trading Symbol | IRWD | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | true | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,465,619,419 | ||
Entity Common Stock, Shares Outstanding | 156,528,648 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Boston, Massachusetts |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 92,154 | $ 656,203 |
Accounts receivable, net | 129,122 | 115,458 |
Prepaid expenses and other current assets | 12,012 | 7,715 |
Restricted cash | 1,250 | |
Total current assets | 233,288 | 780,626 |
Restricted cash, net of current portion | 485 | |
Accounts receivable, net of current portion | 14,589 | |
Property and equipment, net | 5,585 | 6,288 |
Operating lease right-of-use assets | 12,586 | 14,023 |
Intangible assets, net | 3,682 | |
Deferred tax assets | 212,324 | 283,661 |
Other assets | 3,608 | 847 |
Total assets | 471,073 | 1,100,519 |
Current liabilities: | ||
Accounts payable | 7,830 | 483 |
Accrued research and development costs | 21,331 | 5,258 |
Accrued expenses and other current liabilities | 44,254 | 16,700 |
Current portion of operating lease liabilities | 3,126 | 3,065 |
Current portion of convertible senior notes | 199,560 | |
Note hedge warrants | 19 | |
Total current liabilities | 276,101 | 25,525 |
Convertible senior notes, net of current portion | 198,309 | 396,251 |
Operating lease obligations, net of current portion | 14,543 | 16,599 |
Revolving credit facility | 300,000 | |
Other liabilities | 28,415 | 9,766 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value, 75,000,000 shares authorized, no shares issued and outstanding | ||
Class A Common Stock, $0.001 par value, 500,000,000 shares authorized and 156,354,238 shares issued and outstanding at December 31, 2023 and 500,000,000 shares authorized and 154,026,949 shares issued and outstanding at December 31, 2022 | 156 | 154 |
Additional paid-in capital | 1,355,195 | 1,348,600 |
Accumulated deficit | (1,698,615) | (696,376) |
Accumulated other comprehensive loss | (3,031) | |
Total stockholders' equity (deficit) | (346,295) | 652,378 |
Total liabilities and stockholders' equity | $ 471,073 | $ 1,100,519 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 75,000,000 | 75,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 156,354,238 | 154,026,949 |
Common stock, shares outstanding | 156,354,238 | 154,026,949 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Total revenues | $ 442,735 | $ 410,596 | $ 413,753 |
Costs and expenses: | |||
Research and development | 116,085 | 44,265 | 70,405 |
Selling, general and administrative | 158,314 | 115,994 | 111,133 |
Restructuring expenses | 18,317 | (44) | |
Acquired in-process research and development | 1,095,449 | ||
Total costs and expenses | 1,388,165 | 160,259 | 181,494 |
Income (loss) from operations | (945,430) | 250,337 | 232,259 |
Other income (expense): | |||
Interest expense and other financing costs | (21,629) | (7,598) | (31,150) |
Interest and investment income | 18,971 | 9,501 | 726 |
Gain (loss) on derivatives | 19 | 182 | (1,178) |
Other income (expense), net | (2,639) | 2,085 | (31,602) |
Income (loss) before income taxes | (948,069) | 252,422 | 200,657 |
Income tax (expense) benefit | (83,490) | (77,357) | 327,791 |
Net income (loss) | (1,031,559) | 175,065 | 528,448 |
Less: Net income (loss) attributable to noncontrolling interests | (29,320) | ||
Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. | $ (1,002,239) | $ 175,065 | $ 528,448 |
Net income (loss) per share attributable to Ironwood Pharmaceuticals, Inc. stockholders - basic (in dollars per share) | $ (6.45) | $ 1.13 | $ 3.26 |
Net income (loss) per share attributable to Ironwood Pharmaceuticals, Inc. stockholders - diluted (in dollars per share) | $ (6.45) | $ 0.96 | $ 3.21 |
Weighted average shares used in computing net income (loss) per share attributable to Ironwood Pharmaceuticals, Inc. stockholders - basic (in shares) | 155,435 | 154,366 | 162,245 |
Weighted average shares used in computing net income (loss) per share attributable to Ironwood Pharmaceuticals, Inc. stockholders - diluted (in shares) | 155,435 | 186,312 | 164,418 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. | |
Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. | $ (1,002,239) |
Other comprehensive loss, net of tax: | |
Currency translation adjustment | (2,093) |
Defined benefit pension plan | (938) |
Total other comprehensive loss, net of tax | (3,031) |
Less: Other comprehensive loss attributable to noncontrolling interest | (63) |
Comprehensive income (loss) attributable to Ironwood Pharmaceuticals, Inc. | $ (1,005,207) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Ironwood Pharmaceuticals, Inc. stockholders' equity (deficit) Cumulative Effect, Period of Adoption, Adjustment | Ironwood Pharmaceuticals, Inc. stockholders' equity (deficit) | Common Stock | Additional paid-in capital Cumulative Effect, Period of Adoption, Adjustment | Additional paid-in capital | Accumulated deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated deficit | Accumulated other comprehensive loss | Noncontrolling Interest | Cumulative Effect, Period of Adoption, Adjustment | Total |
Balance at Dec. 31, 2020 | $ 62,640 | $ 161 | $ 1,528,535 | $ (1,466,056) | $ 62,640 | ||||||
Balance (in shares) at Dec. 31, 2020 | 160,616,675 | ||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||
Issuance of common stock related to share-based awards and employee stock purchase plan | 19,681 | $ 3 | 19,678 | 19,681 | |||||||
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) | 3,776,786 | ||||||||||
Share-based compensation expense related to share-based awards and employee stock purchase plan | 22,281 | 22,281 | 22,281 | ||||||||
Repurchases of common stock | (27,139) | $ (2) | (27,137) | (27,139) | |||||||
Repurchases of common stock (in shares) | (2,357,000) | ||||||||||
Net income (loss) | 528,448 | 528,448 | 528,448 | ||||||||
Balance at Dec. 31, 2021 | $ (44,050) | 605,911 | $ 162 | $ (110,217) | 1,543,357 | $ 66,167 | (937,608) | $ (44,050) | 605,911 | ||
Balance (in shares) at Dec. 31, 2021 | 162,036,461 | ||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||
Issuance of common stock related to share-based awards and employee stock purchase plan | 11,790 | $ 3 | 11,787 | 11,790 | |||||||
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) | 2,756,841 | ||||||||||
Share-based compensation expense related to share-based awards and employee stock purchase plan | 27,048 | 27,048 | 27,048 | ||||||||
Repurchases of common stock | (123,386) | $ (11) | (123,375) | (123,386) | |||||||
Repurchases of common stock (in shares) | (10,766,353) | ||||||||||
Net income (loss) | 175,065 | 175,065 | 175,065 | ||||||||
Balance at Dec. 31, 2022 | 652,378 | $ 154 | 1,348,600 | (696,376) | $ 652,378 | ||||||
Balance (in shares) at Dec. 31, 2022 | 154,026,949 | 154,026,949 | |||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||
Issuance of common stock related to share-based awards and employee stock purchase plan | 4,005 | $ 2 | 4,003 | $ 4,005 | |||||||
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) | 2,327,289 | ||||||||||
Share-based compensation expense related to share-based awards and employee stock purchase plan | 32,005 | 32,005 | 32,005 | ||||||||
Repurchases of common stock | $ (123,400) | ||||||||||
Repurchases of common stock (in shares) | (10,800,000) | ||||||||||
Noncontrolling interests on acquisition of VectivBio Holding AG | $ 26,218 | $ 26,218 | |||||||||
Purchase of subsidiary shares from noncontrolling interests | (29,476) | (29,413) | $ (63) | 3,165 | (26,311) | ||||||
Net income (loss) | (1,002,239) | (1,002,239) | (29,320) | (1,031,559) | |||||||
Other comprehensive income, net of tax | (2,968) | (2,968) | $ (63) | (3,031) | |||||||
Balance at Dec. 31, 2023 | $ (346,295) | $ 156 | $ 1,355,195 | $ (1,698,615) | $ (3,031) | $ (346,295) | |||||
Balance (in shares) at Dec. 31, 2023 | 156,354,238 | 156,354,238 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (1,031,559) | $ 175,065 | $ 528,448 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 1,575 | 1,418 | 1,523 |
Loss on disposal of property and equipment | 2 | 93 | |
Share-based compensation expense | 32,005 | 27,048 | 22,281 |
Change in fair value of note hedge warrants | (19) | (1,297) | (10,772) |
Change in fair value of convertible note hedges | 1,115 | 11,950 | |
Non-cash interest expense | 2,060 | 1,853 | 23,935 |
Acquired in-process research and development | 1,095,449 | ||
Deferred income taxes | 72,637 | 65,739 | (333,294) |
Changes in assets and liabilities: | |||
Accounts receivable, net | 924 | 7,993 | 7,712 |
Prepaid expenses and other current assets | 4,220 | 3,224 | 601 |
Operating lease right-of-use assets | 1,437 | 1,327 | 1,226 |
Other assets | (319) | 153 | (57) |
Accounts payable and accrued expenses | 12,380 | (8,116) | (2,644) |
Accrued research and development costs | (5,875) | (10,638) | 13,998 |
Operating lease liabilities | (1,995) | (1,947) | (1,835) |
Other liabilities | 507 | 10,824 | (1,270) |
Net cash provided by operating activities | 183,427 | 273,763 | 261,895 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (273) | (136) | (265) |
Acquisition of VectivBio Holding AG, net of cash acquired | (1,026,045) | ||
Net cash used in investing activities | (1,026,318) | (136) | (265) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options and employee stock purchase plan | 6,357 | 9,540 | 19,581 |
Purchase of subsidiary shares from noncontrolling interests | (26,311) | ||
Repayment of 2022 Convertible Notes | (120,699) | ||
Repurchases of common stock | (126,394) | (24,131) | |
Proceeds from revolving credit facility | 400,000 | ||
Costs associated with revolving credit facility | (2,886) | ||
Repayments of revolving credit facility | (100,000) | ||
Net cash provided by (used in) financing activities | 277,160 | (237,553) | (4,550) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (53) | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | (565,784) | 36,074 | 257,080 |
Cash, cash equivalents and restricted cash, beginning of period | 657,938 | 621,864 | 364,784 |
Cash, cash equivalents and restricted cash, end of period | 92,154 | 657,938 | 621,864 |
Supplemental cash flow disclosure: | |||
Cash paid for interest | 13,552 | 5,745 | 7,216 |
Cash paid for income taxes | $ 9,945 | 4,615 | 3,452 |
Non-cash investing and financing activities | |||
Stock repurchases payable in accrued expenses | 3,009 | ||
Stock option exercise proceeds receivable in other current assets | $ 2,351 | $ 101 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||||
Cash and cash equivalents | $ 92,154 | $ 656,203 | $ 620,129 | |
Restricted cash | 0 | 1,735 | 1,735 | |
Total cash, cash equivalents, and restricted cash | $ 92,154 | $ 657,938 | $ 621,864 | $ 364,784 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Nature of Business | 1. Nature of Business Ironwood Pharmaceuticals, Inc. (“Ironwood” or the “Company”) is a gastrointestinal (“GI”) healthcare company dedicated to advancing the treatment of GI diseases and redefining the standard of care for GI patients. The Company is focused on the development and commercialization of innovative GI product opportunities in areas of significant unmet need, leveraging its demonstrated expertise and capabilities in GI diseases. LINZESS ® (linaclotide), the Company’s commercial product, is the first product approved by the United States Food and Drug Administration (the “U.S. FDA”) in a class of GI medicines called guanylate cyclase type C agonists (“GC-C agonists”) and is indicated for adult men and women suffering from irritable bowel syndrome with constipation (“IBS-C”) or chronic idiopathic constipation (“CIC”) and for pediatric patients ages 6-17 years-old suffering from functional constipation (“FC”). LINZESS is available to adult men and women suffering from IBS-C or CIC in the United States (the “U.S.”), Mexico and Saudi Arabia, to adult men and women suffering from IBS-C or chronic constipation in Japan, IBS-C in China, and pediatric patients ages 6-17 years old with FC in the U.S. Linaclotide is available under the trademarked name CONSTELLA ® The Company has strategic partnerships with leading pharmaceutical companies to support the development and commercialization of linaclotide throughout the world. The Company and its partner, AbbVie Inc. (together with its affiliates, “AbbVie”), began commercializing LINZESS in the U.S. in December 2012. Under the Company’s collaboration for North America with AbbVie, total net sales of LINZESS in the U.S., as recorded by AbbVie, are reduced by commercial costs incurred by each party, and the resulting amount is shared equally between the Company and AbbVie. Additionally, development costs are shared equally between the Company and AbbVie. Outside of the U.S., the Company earns royalties as a percentage of net sales of products containing linaclotide as an active ingredient by the Company’s collaboration partners. AbbVie has an exclusive license from the Company to develop and commercialize linaclotide in all countries other than China (including Hong Kong and Macau), Japan and the countries and territories of North America (the “AbbVie License Territory”). In addition, AbbVie has exclusive rights to commercialize linaclotide in Canada as CONSTELLA and in Mexico as LINZESS. Astellas Pharma Inc. (“Astellas”), the Company’s partner in Japan, has an exclusive license to develop, manufacture, and commercialize linaclotide in Japan. AstraZeneca AB (together with its affiliates) (“AstraZeneca”), the Company’s partner in China, has the exclusive right to develop, manufacture, and commercialize products containing linaclotide in China (including Hong Kong and Macau) (the “AstraZeneca License Territory”). In June 2023, the Company completed a tender offer to purchase 98% of the outstanding ordinary shares of VectivBio Holding AG (“VectivBio”), a clinical-stage biotechnology company focused on the discovery and development of treatments for severe, rare GI conditions for which there is a significant unmet medical need. In December 2023, the Company completed a squeeze-out merger under Swiss law to acquire all remaining outstanding ordinary shares and VectivBio Holding AG was merged with and into Ironwood Pharmaceuticals GmbH, a wholly-owned subsidiary of Ironwood organized under the laws of Switzerland. Through the acquisition, the Company is advancing apraglutide, a next-generation, synthetic peptide analog of glucagon-like peptide-2 (“GLP-2”), for rare GI diseases, including short bowel syndrome dependent on parenteral support (“SBS-IF”). The Company has a collaboration and license option agreement (the “COUR Collaboration Agreement”) with COUR Pharmaceutical Development Company, Inc. (“COUR”), a biotechnology company developing novel immune-modifying nanoparticles to treat autoimmune diseases. The COUR Collaboration Agreement grants the Company an option to acquire an exclusive license to research, develop, manufacture and commercialize, in the U.S., products containing CNP-104, a potential treatment for primary biliary cholangitis, a rare autoimmune disease targeting the liver. These and other agreements are more fully described in Note 5, Collaboration, License, and Other Agreements, The Company is also advancing IW-3300, a GC-C agonist, for the potential treatment of visceral pain conditions, including interstitial cystitis / bladder pain syndrome (“IC/BPS”) and endometriosis. The Company was incorporated in Delaware on January 5, 1998 as Microbia, Inc. On April 7, 2008, the Company changed its name to Ironwood Pharmaceuticals, Inc. To date, the Company has dedicated a majority of its activities to the research, development and commercialization of linaclotide, as well as to the research and development of its other product candidates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements as of December 31, 2023 include the accounts of Ironwood, its wholly-owned subsidiaries, Ironwood Pharmaceuticals Securities Corporation and Ironwood Pharmaceuticals GmbH, as well as Ironwood Pharmaceuticals GmbH’s wholly-owned subsidiaries, VectivBio AG, VectivBio Comet AG, GlyPharma Therapeutic Inc. and VectivBio US, Inc. All intercompany transactions and balances are eliminated in consolidation. For consolidated entities in which the Company owns less than 100% of the outstanding shares, the Company records net income (loss) and comprehensive income (loss) attributable to noncontrolling interests in its consolidated statements of income (loss) and comprehensive income (loss), respectively, equal to the percentage of the common stock ownership interest retained in such entities by the noncontrolling parties. The Company reports noncontrolling interests in consolidated entities as a component of equity separate from the Company’s equity. The Company acquired control of VectivBio on June 29, 2023 (Note 3). Accordingly, the accompanying consolidated financial statements reflect the results of operations and cash flows of VectivBio from the acquisition date through December 31, 2023. Net income (loss) and comprehensive income (loss) attributable to noncontrolling interests was recorded during the period between the acquisition date and the completion of the squeeze-out merger on December 12, 2023 (Note 1). As of December 31, 2023, there were no remaining noncontrolling interests in consolidated entities. Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company currently operates in one reportable business segment – human therapeutics. Reclassifications Certain prior period financial statement items have been reclassified to conform to current period presentation. Use of Estimates The preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the amounts of revenues and expenses during the reported periods. On an ongoing basis, the Company’s management evaluates its estimates, judgments and methodologies. Estimates and assumptions in the consolidated financial statements include those related to fair value of assets acquired and liabilities assumed in acquisitions; revenue recognition; accounts receivable; useful lives of long-lived assets, impairment of long-lived assets, including goodwill; valuation procedures for right-of-use assets and operating lease liabilities; fair value of derivatives; income taxes, including uncertain tax positions and the valuation allowance for deferred tax assets; research and development expenses; contingencies; defined benefit pension liability; and share-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. Cash and Cash Equivalents The Company considers all highly liquid investment instruments with a remaining maturity when purchased of three months or less to be cash equivalents. Investments qualifying as cash equivalents primarily consist of money market funds, repurchase agreements, commercial paper, and corporate bonds. The carrying amount of cash equivalents approximates fair value. The amount of cash equivalents included in cash and cash equivalents was $58.7 million and $650.2 million at December 31, 2023 and 2022, respectively. Restricted Cash The Company is contingently liable under unused letters of credit with a bank, related to the Company’s facility lease and vehicle lease agreements. Collateral used to secure letters of credit is classified as restricted cash. The amount of restricted cash in current assets and non-current assets was $1.3 million and $0.5 million at December 31, 2022, respectively. There was no restricted cash as of December 31, 2023. Concentrations of Suppliers The Company relies on its collaboration partners and their suppliers to manufacture linaclotide API, linaclotide finished drug product, and finished goods. If any of the Company’s collaboration partners and their suppliers were to limit or terminate production or otherwise fail to meet the quality or delivery requirements needed to satisfy the supply commitments, the process of locating and qualifying alternate sources could require up to several months, during which time production could be delayed. Such delays could have a material adverse effect on the Company’s business, financial position and results of operations. Accounts Receivable The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for credit losses when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed. The Company’s receivables relate primarily to amounts reimbursed under its collaboration, license, and other agreements. The Company believes that credit risks associated with these partners are not significant. The Company reviews the need for an allowance for credit losses for its receivables based on various factors including payment history and historical bad debt experience. The Company had no allowance for credit losses as of December 31, 2023 or 2022. Concentrations of Credit Risk Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents, restricted cash, and accounts receivable. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and the Company believes that such funds are subject to minimal credit risk. The Company has adopted an investment policy which limits the amounts the Company may invest in certain types of investments, and requires all investments held by the Company to be at least A- rated, thereby reducing credit risk exposure. Accounts receivable primarily consists of amounts due under the linaclotide collaboration agreement with AbbVie for North America (Note 5). The Company does not obtain collateral for its accounts receivable. The percentages of revenue recognized from significant collaborative partners of the Company in the years ended December 31, 2023, 2022 and 2021 and the account receivable balances, net of any payables due, at December 31, 2023 and 2022 are included in the following table: Accounts Receivable Revenue December 31, Year Ended December 31, 2023 2022 2023 2022 2021 Collaborative Partner: AbbVie (North America and Europe) 87 % 80 % 98 % 98 % 98 % Property and Equipment Property and equipment, including leasehold improvements, are recorded at cost, and are depreciated when placed into service using the straight-line method based on their estimated useful lives as follows: Estimated Useful Life Asset Description (In Years) Laboratory equipment 5 Computer and office equipment 3 Furniture and fixtures 7 Software 3 Included in property and equipment are certain costs of software obtained for internal use. Costs incurred during the preliminary project stage are expensed as incurred, while costs incurred during the application development stage are capitalized and amortized over the estimated useful life of the software. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Maintenance and training costs related to software obtained for internal use are expensed as incurred. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the lease term. Costs for capital assets not yet placed into service have been capitalized as construction in process, and will be depreciated in accordance with the above guidelines once placed into service. Maintenance and repair costs are expensed as incurred. Intangible Assets Intangible assets are comprised of the assembled workforce acquired in the VectivBio Acquisition and are amortized on a straight-line basis over an estimated useful life of five years. Impairment of Long-Lived Assets The Company regularly reviews the carrying amount of its long-lived assets to determine whether indicators of impairment may exist, which warrant adjustments to carrying values or estimated useful lives. If indications of impairment exist, projected future undiscounted cash flows associated with the asset are compared to the carrying amount to determine whether the asset’s value is recoverable. If the carrying value of the asset exceeds such projected undiscounted cash flows, the asset will be written down to its estimated fair value. Income Taxes The Company provides for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization. The Company accounts for uncertain tax positions recognized in the consolidated financial statements in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 740, Income Taxes Financing Costs Financing costs include costs directly attributable to the Company’s offerings of its equity securities and its debt financings. Costs attributable to equity offerings are charged as a reduction to stockholders’ equity against the proceeds of the offering once the offering is completed. Costs attributable to debt financings are deferred and amortized to interest expense over the term of the debt using the effective interest method. In accordance with ASC Topic 835, Interest Leases The Company’s lease portfolio for the year ended December 31, 2023 included: an office lease for its headquarters location and other locations, vehicle leases for its salesforce representatives, and leases for computer and office equipment. The Company determines if an arrangement is a lease at the inception of the contract and determines the classification of its leases at lease commencement. The asset component of the Company’s operating leases is recorded as operating lease right-of-use assets, and the liability component is recorded as current portion of operating lease liabilities and operating lease liabilities, net of current portion in the Company’s consolidated balance sheets. As of December 31, 2023, the Company did not record any finance leases. Right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. The lease term used to measure the right-of-use asset and operating lease liability may include options to extend the lease when it is reasonably certain that the Company will exercise the option. The Company accounts for lease components and non-lease components together as a single lease component for the asset class of right-of-use real estate assets. The Company uses an incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments, if an implicit rate of return is not readily determinable. Operating lease right-of-use assets are adjusted for prepaid rent, initial direct costs, and lease incentives. Right-of-use assets and operating lease liabilities are remeasured upon reassessment events and modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate at the time of remeasurement, as applicable. Operating lease cost is recognized on a straight-line basis over the lease term, and includes amounts related to short-term leases. The Company has elected to not recognize lease terms with a term of twelve months or less on its balance sheet for all classes of underlying asset types. The Company recognizes variable lease payments as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. Derivative Assets and Liabilities In June 2015, the Company issued Convertible Senior Notes due 2026 (the “2026 Convertible Notes”, and together with the 2022 Convertible Notes and the 2024 Convertible Notes, the “Convertible Senior Notes”). I Derivatives and Hedging These derivatives are recorded as assets or liabilities at fair value each reporting date and the fair value is determined using the Black-Scholes option-pricing model. The changes in fair value are recorded as a component of other (expense) income in the consolidated statements of income. Significant inputs used to determine the fair value include the price per share of the Company’s Class A Common Stock, expected terms of the derivative instruments, strike prices of the derivative instruments, risk-free interest rates, and expected volatility of the Company’s Class A Common Stock. Changes to these inputs could materially affect the valuation of the derivative instruments. In August 2019, in connection with the issuance of the 2024 Convertible Notes and the 2026 Convertible Notes, the Company entered into the Capped Calls. The Capped Calls cover the same number of shares of Class A Common Stock that initially underlie the 2024 Convertible Notes and the 2026 Convertible Notes (subject to anti-dilution and certain other adjustments). These instruments meet the conditions outlined in ASC 815 to be classified in stockholders’ equity (deficit) and are not subsequently remeasured as long as the conditions for equity classification continue to be met. Share Repurchases The Company accounts for repurchases of its Class A Common Stock on the trade date by recording the excess of the repurchase price over the par value entirely to additional paid-in capital. All repurchased shares are retired or constructively retired. Issued and outstanding shares are reduced by shares repurchased. Revenue Recognition The Company’s revenues are generated primarily through collaborative arrangements and license agreements related to the research and development and commercialization of linaclotide. The terms of the collaborative research and development, license, co-promotion and other agreements contain multiple performance obligations which may include (i) licenses, (ii) research and development activities, including participation on joint steering committees, (iii) the manufacture of finished drug product, API, or development materials for a partner, which are reimbursed at a contractually determined rate, and (iv) education or co-promotion activities by the Company’s clinical sales specialists. Non-refundable payments to the Company under these agreements may include (i) up-front license fees, (ii) payments for research and development activities, (iii) payments for the manufacture of finished drug product, API, or development materials, (iv) payments based upon the achievement of certain milestones, (v) payments for sales detailing, promotional support services and medical education initiatives, and (vi) royalties on product sales. The Company receives its share of the net profits or bears its share of the net losses from the sale of linaclotide in the U.S. through its collaboration agreement with AbbVie for North America. The Company has adopted a policy to recognize revenue net of tax withholdings, as applicable. Collaboration, License, and Other Commercial Agreements Upon licensing intellectual property to a customer, the Company determines if the license is distinct from the other performance obligations identified in the arrangement. The Company recognizes revenues from the transaction price, including non-refundable, up-front fees allocated to the license when the license is transferred to the customer if the license has distinct benefit to the customer. For licenses that are combined with other promises, the Company assesses the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. For performance obligations that are satisfied over time, the Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company’s license and collaboration agreements include milestone payments, such as development and other milestones. The Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method at the inception of the agreement. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. The Company re-evaluates the probability of achievement of such milestones and any related constraint at each reporting period, and any adjustments are recorded on a cumulative catch-up basis. Agreements that include the supply of API or drug product for either clinical development or commercial supply at the customer’s discretion are generally considered as options. The Company assesses if these options provide a material right to its partner, and if so, they are accounted for as separate performance obligations. If the Company is entitled to additional payments when the customer exercises these options, any additional payments are recorded as revenue when the customer obtains control of the goods, which is typically upon shipment for sales of API and finished drug product. For agreements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue when the related sales occur in accordance with the sales-based royalty exception. Net Profit or Net Loss Sharing In accordance with ASC Topic 808, Collaborative Arrangements Revenue from Contracts with Customers The Company’s collaborative arrangements revenues generated from sales of LINZESS in the U.S. are considered akin to sales-based royalties. In accordance with the sales-based royalty exception, the Company recognizes its share of the pre-tax commercial net profit or net loss generated from the sales of LINZESS in the U.S. in the period the product sales are earned, as reported by AbbVie, and related cost of goods sold and selling, general and administrative expenses as incurred by the Company and AbbVie. These amounts are partially determined based on amounts provided by AbbVie and involve the use of estimates and judgments, such as product sales allowances and accruals related to prompt payment discounts, chargebacks, governmental and contractual rebates, wholesaler fees, product returns, and co-payment assistance costs, which could be adjusted based on actual results in the future. The Company is highly dependent on AbbVie for timely and accurate information regarding net revenues from sales of LINZESS in the U.S. in accordance with both ASC 808 and ASC 606, and the related costs, in order to accurately report its results of operations. If the Company does not receive timely and accurate information or incorrectly estimates activity levels associated with the collaboration at a given point in time, the Company could be required to record adjustments in future periods. In accordance with ASC 606-10-55, Principal Agent Considerations Sale of Active Pharmaceutical Ingredient The Company is not currently responsible for the supply of linaclotide API, finished drug product, finished goods or development materials to its partners, though the Company may provide development materials to certain of its partners on a periodic basis. Sales of such development materials have been and are expected to continue to be immaterial. The Company recognizes revenue on linaclotide API, finished drug product, finished goods, and development materials when control has transferred to the partner, which generally occurs upon shipment after the material passed all quality testing required for acceptance by the partner. Other The Company’s deferred revenue balance consists of advance billings and payments received from collaboration partners in excess of revenue recognized. Cost of Revenues Cost of revenues includes cost related to the sales of linaclotide API, finished drug product, and finished goods and are generally recognized upon shipment to certain of the Company’s partners outside of the U.S. The Company’s cost of revenues for linaclotide consists of the internal and external costs of producing such API, finished drug product, and finished goods. Research and Development Costs The Company generally expenses research and development costs to operations as incurred. The Company capitalizes nonrefundable advance payments made by the Company for research and development activities and defers expense recognition until the related goods are received or the related services are performed. Research and development expenses are comprised of costs incurred in performing research and development activities, including salary, benefits, share-based compensation, and other employee-related expenses; laboratory supplies and other direct expenses; facilities expenses; overhead expenses; third-party contractual costs relating to nonclinical studies and clinical trial activities and related contract manufacturing expenses, development of manufacturing processes and regulatory registration of third-party manufacturing facilities; licensing fees for the Company’s product candidates; and other outside expenses. The Company has certain collaboration agreements pursuant to which it shares or has shared research and development expenses related to linaclotide. The Company records expenses incurred under such linaclotide collaboration arrangements as research and development expense. Under the Company’s collaboration agreement with AbbVie for North America, the Company is reimbursed for certain research and development expenses and nets these reimbursements against its research and development expenses as incurred. Research and development expense includes up-front payment, non-contingent payment, and milestone payment obligations under the COUR Collaboration Agreement (Note 5). Expense is recognized when the obligation is determined to be probable. Restructuring Expenses Restructuring expenses are comprised primarily of costs associated with exit and disposal activities in accordance with ASC Topic 420, Exit or Disposal Cost Obligations Compensation – Nonretirement Postemployment Benefits Selling, General and Administrative Expenses The Company expenses selling, general and administrative costs to operations as incurred. Selling, general and administrative expenses consist primarily of compensation, benefits and other employee-related expenses for personnel in the Company’s administrative, finance, legal, information technology, business development, commercial, sales, marketing, communications and human resources functions. Other costs include the legal costs of pursuing patent protection of the Company’s intellectual property, general and administrative related facility costs, insurance costs and professional fees for accounting, tax, consulting, legal and other services. The Company includes AbbVie’s selling, general and administrative cost-sharing payments in the calculation of the net profits and net losses from the sale of LINZESS in the U.S. and presents the net payment to or from AbbVie as collaboration expense or collaborative arrangements revenue, respectively. Share-Based Compensation Expense The Company grants awards under its share-based compensation programs, including stock awards, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) (including both time-based and performance-based RSUs), stock options, and shares issued under the Company’s employee stock purchase plan (“ESPP”). Share-based compensation is recognized as expense in the consolidated statements of income based on the grant date fair value over the requisite service period, net of estimated forfeitures. The Company estimates forfeitures over the requisite service period using historical forfeiture activity and records share-based compensation expense only for those awards that are expected to vest. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model, which requires the use of subjective assumptions including volatility and expected term, among others. The fair value of stock awards, RSAs, and RSUs is based on the market value of the Company’s Class A Common Stock on the date of grant, with the exception of performance-based RSUs with market conditions, which are measured using the Monte Carlo simulation method on the date of grant (Note 13). Discounted stock purchases under the Company’s ESPP are valued on the first date of the offering period using the Black-Scholes option-pricing model to compute the fair value of the lookback provision plus the purchase discount. For awards that vest based on service conditions and market conditions, the Company uses a straight-line method to recognize compensation expense over the respective service period. For awards that contain performance conditions, the Company determines the appropriate amount to expense at each reporting date based on the anticipated achievement of performance targets, which requires judgement, including forecasting the achievement of future specified targets. At the date performance conditions are determined to be probable of achievement, the Company records a cumulative expense catch-up, with remaining expense amortized over the remaining service period. Throughout the performance period, the Company re-assesses the estimated performance and updates the number of performance-based awards that it believes will ultimately vest. Discounted stock purchases under the Company’s ESPP are recognized over the offering period. Compensation expense related to modified awards is measured based on the fair value for the awards as of the modification date. Any incremental compensation expense arising from the excess of the fair value of the awards on the modification date compared to the fair value of the awards immediately before the modification date is recognized at the modification date or ratably over the requisite remaining service period, as appropriate. While the assumptions used to calculate and account for share-based compensation awards represent management’s best estimates, these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if revisions are made to the Company’s underlying assumptions and estimates, the Company’s share-based compensation expense could vary significantly from period to period. Patent Costs The Company incurred and recorded as operating expense legal and other fees related to patents of $1.8 million, $1.3 million, and $1.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. These costs were charged to selling, general and administrative expenses as incurred. Net Income (Loss) Per Share Basic net income (loss) per common share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution beyond common shares for basic net income (loss) per share that could occur if securities or other contracts to issue common shares were exercised, converted into common shares, or resulted in the issuance of common shares that would have shared in the Company’s earnings. Foreign Currency Translation For subsidiaries with a different functional currency than the U.S. dollar, assets and liabilities are translated at the exchange rate as of the balance sheet date and income and expense items are translated at the average exchange rate for the reporting period. Adjustments resulting from the translation of the financial statements of foreign subsidiaries are recorded in accumulated comprehensive income (loss), a separate component of stockholders’ equity. Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated into a single identifiable asset or group of similar identifiable assets. The Company accounts for business combinations using the acquisition method of accounting, which requires the acquiring entity to recognize the fair value of assets acquired and liabilities assumed and establishes the acquisition date as the fair value measurement point. The Company determines the fair value of assets acquired and liabilities assumed based on management’s estimate of the fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Transaction costs are expensed as incurred. The Company accounts for asset acquisitions that are not determined to be a business combination by recognizing net assets based on the consideration paid, inclusive of transaction costs, on a relative fair value basis. In an asset acquisition, the cost allocated to acquired in-process research and development (“IPR&D”) with no alternative future use is charged to research and development expense at the acquisition date. The Company classifies asset acquisitions of acquired IPR&D as investing activities on its consolidated statements of cash flows. Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes foreign currency translation adjustments and certain changes in the fair value of pension plan assets and projected benefit obligation attributed to the Company’s defined benefit pension plans. Accumulated other comprehensive income (loss) is presented as a separate component of stockholders’ equity (deficit). Subsequent Events The Company considers events or transactions that have occurred after the balance sheet date of December 31, 2023, but prior to the filing of the financial statements with the Securities and Exchange Commission (“SEC”) to provide additional evidence relative to certain estimates or to identify matters that require additional recognition or disclosure. Subsequent events have been evaluated through the filing of the financial statements accompanying this Annual Report on Form 10-K. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company did not adopt any new accounting pronouncements during the year ended December 31, 2023 that had a m |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Acquisitions | 3. Acquisitions On June 29, 2023 , the Company completed a tender offer to purchase 98% of the outstanding ordinary shares of VectivBio (the “VectivBio Shares”) at a price per share of $17.00 , net to the shareholders of VectivBio in cash, without interest and subject to any applicable withholding taxes (the “VectivBio Acquisition”). The aggregate consideration paid by the Company to acquire the shares accepted for payment was approximately $1.2 billion. The Company financed the acquisition through proceeds from the borrowings under the Revolving Credit Agreement (as defined elsewhere below), cash on hand. The total purchase consideration for VectivBio is as follows (in thousands): Cash consideration paid to selling shareholders (1) $ 1,041,391 Cash consideration paid to settle VectivBio restricted stock units (“RSUs”) and stock options (2) 78,003 Cash consideration paid to settle VectivBio warrants (3) 3,720 Transaction costs 26,270 Fair value of noncontrolling interest (4) 26,218 Total purchase consideration $ 1,175,602 (1) The cash consideration paid to selling shareholders was determined based on the total number of VectivBio Shares tendered at closing of 61,258,315 at a per share price of $17.00 . (2) The cash consideration paid to settle VectivBio RSUs and stock options issued under VectivBio’s equity incentive plans was determined based on the total number of underlying VectivBio Shares of 8,904,171 at a per share price of $17.00 , less the exercise price for stock options. (3) The cash consideration paid to settle VectivBio warrants was determined based on the total number of VectivBio warrant shares outstanding at close of 324,190 at a per share price of $11.4757 calculated as the per share price of $17.00 , less the exercise price of $5.5243 per share. (4) The fair value of the noncontrolling interest was determined based on the total number of VectivBio Shares outstanding at closing of 1,547,723 at the closing date of the tender offer, using the VectivBio closing share price on June 28, 2023 of $16.94 . On December 12, 2023, the Company $26.3 million. The VectivBio Acquisition was accounted for as an asset acquisition under ASC Topic 805, Business Combinations, because substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable IPR&D asset, apraglutide, VectivBio’s lead investigational asset. Apraglutide is a next generation, long-acting synthetic GLP-2 analog being developed for a range of rare GI diseases and is currently in Phase III clinical trial for the potential treatment of SBS-IF. The Company recognized the acquired assets and assumed liabilities based on the consideration paid, inclusive of transaction costs, on a relative fair value basis. In accordance with the accounting for asset acquisitions, an entity that acquires IPR&D assets in an asset acquisition follows the guidance in ASC Topic 730, Research and Development , which requires that both tangible and intangible identifiable research and development assets with no alternative future use be allocated a portion of the consideration transferred and recorded as research and development expense at the acquisition date. As a result, the Company recorded approximately $1.1 billion in acquired in-process research and development expense related to the apraglutide IPR&D asset during the second quarter of 2023. The following is the allocation of the purchase consideration based on the relative fair value of assets acquired and liabilities assumed by the Company (in thousands): Assets acquired Cash and cash equivalents $ 123,340 Prepaid expenses and other current assets 10,867 Property and equipment 126 Intangible assets 4,100 Acquired in-process research and development 1,095,449 Total assets acquired $ 1,233,882 Liabilities assumed Current liabilities 42,377 Other liabilities 15,903 Total liabilities assumed $ 58,280 Net assets acquired $ 1,175,602 The Company incurred acquisition-related expenses of $55.6 million for the year ended December 31, 2023, of which $25.6 million was included in selling, general and administrative expenses, $15.1 million was included in research and development expense, and $14.9 million was included in restructuring expense within the Company’s consolidated statement of income (loss) for the year ended December 31, 2023. Acquisition-related expenses include direct and incremental costs incurred in connection with the transaction, including integration-related professional services and employee retention-related benefits. Acquisition-related expenses exclude transaction costs included in the computation of total consideration paid. Intangible assets are comprised of the assembled workforce acquired in the VectivBio Acquisition. The Company recognized $0.4 million of amortization expense during the period between acquisition date on June 29, 2023 through December 31, 2023 and the net carrying value of the assembled workforce at December 31, 2023 is $3.6 million. Future annual amortization expense will be $0.8 million for each of the years ended December 31, 2024 December 31, 2027 December 31, 2028 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Net Income (Loss) Per Share | 4. Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income per common share (in thousands, except per share amounts): Year Ended December 31, 2023 (1) 2022 2021 Numerator: Net income (loss) $ (1,031,559) $ 175,065 $ 528,448 Less: Net income (loss) attributable to noncontrolling interests (29,320) — — Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. (1,002,239) 175,065 528,448 Add back interest expense, net of tax benefit, on assumed conversion of 2024 Convertible Notes — 1,781 — Add back interest expense, net of tax benefit, on assumed conversion of 2026 Convertible Notes — 2,668 — Numerator used in computing net income (loss) per share — diluted $ (1,002,239) $ 179,514 $ 528,448 Denominator: Weighted average number of common shares outstanding used in computing net income (loss) per share — basic 155,435 154,366 162,245 Effect of dilutive securities: Stock options — 306 488 Time-based restricted stock units — 1,375 1,422 Performance-based restricted stock units — 282 146 Restricted stock — 115 117 Shares subject to issuance under Employee Stock Purchase Plan — — — 2024 Convertible Notes assumed conversion — 14,934 — 2026 Convertible Notes assumed conversion — 14,934 — Dilutive potential common shares Weighted average number of common shares outstanding used in computing net income (loss) per share — diluted 155,435 186,312 164,418 Net income (loss) per share — basic $ (6.45) $ 1.13 $ 3.26 Net income (loss) per share — diluted $ (6.45) $ 0.96 $ 3.21 (1) The Company incurred a net loss during the year ended December 31, 2023 and therefore did not differentiate basic and diluted earnings per share, as the effect of dilutive securities would be anti-dilutive. The outstanding securities have been excluded from the computation of diluted weighted average shares outstanding, as applicable, as their effect would be anti-dilutive (in thousands): Year Ended December 31, 2023 2022 2021 Stock options 4,829 6,152 7,701 Time-based restricted stock units 28 10 102 Performance-based restricted stock units 216 1,182 121 Note Hedge Warrants 2,514 8,318 8,318 2022 Convertible Notes — — 8,318 2024 Convertible Notes — — 14,934 2026 Convertible Notes — — 14,934 Total 7,587 15,662 54,428 Prior to the adoption of ASU 2020-06, the potentially dilutive impact of the Convertible Senior Notes (Note 10) was determined using the treasury stock method. Under this method, no numerator or denominator adjustments arose from the principal and interest components of the Convertible Senior Notes because the Company had the intent and ability to settle the Convertible Senior Notes’ principal and interest in cash. Instead, the Company was required to increase the diluted net income per share denominator by the variable number of shares that would be issued upon conversion if it settled the conversion spread obligation with shares. For diluted net income per share purposes, the conversion spread obligation was calculated based on whether the average market price of the Company’s Class A Common Stock during the reporting period was in excess of the conversion price of the Convertible Senior Notes. Following the adoption of ASU 2020-06 on January 1, 2022, the dilutive impact of the Convertible Senior Notes is determined using the if-converted method. Under the if-converted method, the Convertible Senior Notes are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). Interest charges are deducted from the numerator, unless the principal amount of the convertible instruments is required to be paid in cash. There was no dilutive impact of the 2022 Convertible Notes for the year ended December 31, 2022 because the Company had elected prior to the beginning of the period to settle the conversion of 2022 Convertible Notes, if any, with a combination settlement of a cash payment equal to the principal value of converted notes and shares of Class A Common Stock equal to the conversion value in excess of the principal value, if any. Accordingly, interest expense was not removed from the numerator and there was no calculated spread added to the denominator because the average market price of the Company’s Class A common stock during the portion of each period in which the 2022 Convertible Notes were outstanding was not in excess of the conversion price. |
Collaboration, License, and Oth
Collaboration, License, and Other Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Collaboration, License, and Other Agreements | 5. Collaboration, License, and Other Agreements The Company has linaclotide collaboration agreements with AbbVie for North America and AstraZeneca for China (including Hong Kong and Macau), as well as linaclotide license agreements with Astellas for Japan and with AbbVie for the AbbVie License Territory. The following table provides amounts included in the Company’s consolidated statements of income (loss) as collaborative arrangements revenue and sale of API attributable to transactions from these and other agreements (in thousands): Year Ended December 31, Collaborative Arrangements Revenue 2023 2022 2021 Linaclotide Collaboration and License Agreements: AbbVie (North America) $ 433,242 $ 401,498 $ 403,085 AbbVie (Europe and other) 2,779 2,444 2,558 AstraZeneca (China, including Hong Kong and Macau) 430 635 743 Astellas (Japan) 1,799 2,001 2,232 Other Agreements: Alnylam (GIVLAARI) — 2,194 2,411 AKP (apraglutide) 2,009 — — Other 2,476 1,824 1,755 Total collaborative arrangements revenue $ 442,735 $ 410,596 $ 412,784 Sale of API Linaclotide Agreements: Astellas (Japan) $ — $ — $ 149 AstraZeneca (China, including Hong Kong and Macau) — — 597 Other — — 223 Total sale of API $ — $ — $ 969 Accounts receivable, net, included The Company routinely assesses the creditworthiness of its license and collaboration partners. The Company has not experienced any material losses related to receivables from its license or collaboration partners during the years ended December 31, 2023, 2022, or 2021. Linaclotide Agreements Collaboration Agreement for North America with AbbVie In September 2007, the Company entered into a collaboration agreement with AbbVie to develop and commercialize linaclotide for the treatment of IBS-C, CIC, and other GI conditions in North America. Under the terms of this collaboration agreement, the Company received an upfront licensing fee, equity investment, and development and regulatory milestones, and shares equally with AbbVie all development costs as well as net profits or losses from the development and sale of linaclotide in the U.S. In addition, the Company receives royalties in the mid-teens percent based on net sales in Canada and Mexico. AbbVie is solely responsible for the further development, regulatory approval and commercialization of linaclotide in those countries and funding any costs. During the years ended December 31, 2023, 2022 and 2021, the Company incurred $7.0 million, $8.0 million, and $8.2 million, respectively, in total research and development expenses under the linaclotide collaboration for North America. As a result of the research and development cost-sharing provisions of the linaclotide collaboration for North America, the Company incurred $11.6 million, $8.9 million, and $11.5 million in incremental research and development costs during the years ended December 31, 2023, 2022, and 2021, respectively, to reflect the obligations of each party under the collaboration to bear 50% of the development costs incurred. The Company and AbbVie began commercializing LINZESS in the U.S. in December 2012. The Company receives 50% of the net profits and bears 50% of the net losses from the commercial sale of LINZESS in the U.S. Net profits or net losses consist of net sales of LINZESS to third-party customers and sublicense income in the U.S. less the cost of goods sold as well as selling, general and administrative expenses. LINZESS net sales are calculated and recorded by AbbVie and may include gross sales net of discounts, rebates, allowances, sales taxes, freight and insurance charges, and other applicable deductions. The Company evaluated its linaclotide collaboration arrangement for North America and concluded that all development-period performance obligations had been satisfied as of September 2012. The Company has determined that there are three remaining commercial-period performance obligations, which include the sales detailing of LINZESS, participation in the joint commercialization committee, and approved additional trials. The consideration remaining includes cost reimbursements in the U.S. and net profit and loss sharing payments based on net sales in the U.S. Additionally, the Company receives royalties in the mid-teens percent based on net sales in Canada and Mexico. Royalties and net profit and loss sharing payments will be recorded as collaborative arrangements revenue or expense in the period earned, as these payments relate predominately to the license granted to AbbVie. The Company records royalty revenue in the period earned based on royalty reports from its partner, if available, or based on the projected sales and historical trends. The cost reimbursements received from AbbVie during the commercialization period will be recognized as earned in accordance with the right-to-invoice practical expedient, as the Company’s right to consideration corresponds directly with the value of the services transferred during the commercialization period. Under the Company’s linaclotide collaboration agreement for North America, LINZESS net sales are calculated and recorded by AbbVie and include gross sales net of discounts, rebates, allowances, sales taxes, freight and insurance charges, and other applicable deductions, as noted above. These amounts include the use of estimates and judgments, which could be adjusted based on actual results in the future. The Company records its share of the net profits or net losses from the sales of LINZESS in the U.S. less commercial expenses on a net basis, and presents the settlement payments to and from AbbVie as collaboration expense or collaborative arrangements revenue, as applicable. This treatment is in accordance with the Company’s revenue recognition policy, given that the Company is not the primary obligor and does not have the inventory risks in the collaboration agreement with AbbVie for North America. The Company relies on AbbVie to provide accurate and complete information related to net sales of LINZESS in accordance with U.S. generally accepted accounting principles in order to calculate its settlement payments to and from AbbVie and record collaboration expense or collaborative arrangements revenue, as applicable. The following table summarizes collaborative arrangements revenue from the linaclotide collaboration agreement for North America during the years ended December 31, 2023, 2022, and 2021 as follows (in thousands): Year Ended December 31, 2023 2022 2021 Collaborative arrangements revenue related to sales of LINZESS in the U.S. $ 430,463 $ 398,767 $ 400,371 Royalty revenue 2,779 2,731 2,714 Total collaborative arrangements revenue $ 433,242 $ 401,498 $ 403,085 The Company incurred $37.1 million, $34.3 million, and $30.3 million in total selling, general and administrative costs related to the sale of LINZESS in the U.S. in accordance with the cost-sharing arrangement with AbbVie for the years ended December 31, 2023, 2022, and 2021, respectively. In May 2014, CONSTELLA ® License Agreement with AbbVie (All countries other than the countries and territories of North America, China (including Hong Kong and Macau), and Japan) The Company has a license agreement with AbbVie to develop, manufacture and commercialize linaclotide in (i) Europe, and (ii) all other countries other than China (including Hong Kong and Macau), Japan, and the countries and territories of North America, or collectively the “Expanded Territory”, for the treatment of IBS-C, CIC and other GI conditions. Under the license agreement, as amended, AbbVie is obligated to pay the Company, (i) royalties based on sales volume in Europe in the upper-teens percent, and (ii) on a country-by-country and product-by-product basis in the Expanded Territory, a royalty as a percentage of net sales of products containing linaclotide as an active ingredient in the upper-single digits for five years following the first commercial sale of a linaclotide product in a country, and in the low-double digits thereafter. The royalty rate for products in Europe and the Expanded Territory will decrease, on a country-by-country basis, to the lower-single digits, or cease entirely, following the occurrence of certain events. The license agreement also contains certain sales-based milestones and commercial launch milestones, which could total up to $42.5 million. The Company recognized $2.8 million, $2.4 million and $2.6 million of royalty revenue during the years ended December 31, 2023, 2022, and 2021, respectively. License Agreement for Japan with Astellas The Company has a license agreement with Astellas to develop, manufacture, and commercialize linaclotide for the treatment of IBS-C, CIC and other GI conditions in Japan. Under the license agreement, as amended, Astellas is required to pay royalties to the Company at rates beginning in the mid-single digit percent and escalating to low-double-digit percent, based on aggregate annual net sales in Japan of products containing linaclotide as an active ingredient. These royalty payments are subject to reduction following the expiration of certain licensed patents and the occurrence of generic competition in Japan. During the years ended December 31, 2023 and 2022, the Company recognized Collaboration Agreement for China (including Hong Kong and Macau) with AstraZeneca The Company has a collaboration agreement with AstraZeneca under which AstraZeneca has the exclusive right to develop, manufacture and commercialize products containing linaclotide in the AstraZeneca License Territory. Under the collaboration agreement, AstraZeneca is required to pay tiered royalties to the Company at rates beginning in the mid-single-digit percent and increasing up to twenty percent based on the aggregate annual net sales of products containing linaclotide in the AstraZeneca License Territory. During the years ended December 31, 2023 and 2022, the Company recognized $0.4 million and $0.6 million of royalty revenue, respectively. During the year ended December 31, 2021, the Company recognized $0.7 million in collaborative arrangements revenue related to the Amended AstraZeneca Agreement, of which $0.5 million related to royalties and $0.2 million related to services provided under a transition services agreement, and recognized $0.6 million in sales of API relating to the supply of development material. The Company is entitled to receive non-contingent payments totaling $35.0 million in three installments through 2024, of which $ 15.0 At December 31, 2023, the non-contingent receivable due from AstraZeneca was $15.0 million and was classified as current. At December 31, 2022, the current portion and the non-current portion of the non-contingent receivable due from AstraZeneca were $10.0 million and $14.6 million, respectively. Apraglutide Agreements Development and Commercialization Agreement with AKP In March 2022, VectivBio entered into a development and commercialization agreement with Asahi Kasei Pharma Corporation (“AKP”) in which VectivBio granted an exclusive license to AKP, with the right to sublicense in multiple tiers, to develop, commercialize and exploit products derived from apraglutide in Japan. Pursuant to the terms of the development and commercialization agreement with AKP, VectivBio received an upfront payment of JPY 3,000 million ($24.6 million at date of agreement) and was eligible to receive development related payments of JPY 1,600 million in the aggregate ($13.1 million at date of agreement), development milestones of JPY 1,000 million ($8.2 million at date of agreement) and up to JPY 19,000 million ($155.8 million at date of agreement) of commercial and sales-based milestone payments. VectivBio is also eligible to receive payments in the commercial period for manufacturing supply equal to cost-plus manufacturing mark-up and tiered royalties of up to a mid-double-digit percentage on product sales continuing until the later of (i) expiration of regulatory exclusivity in Japan, or (ii) expiration of the last valid patent claim that provides exclusivity to apraglutide in Japan (the “Royalty Term”). The development and commercialization agreement will terminate upon the expiration of the Royalty Term. The Company identified two performance obligations consisting of the (i) exclusive license for the development and commercialization of apraglutide in Japan and (ii) development activities for conducting global trials and sharing of associated development data necessary for obtaining and maintaining regulatory approval in Japan. Each performance obligation was capable of being distinct and distinct in the context of the contract. The initial transaction price was allocated to each performance obligation on a relative standalone selling price basis. The Company assessed that it provided a right to use the license as the license exists (in terms of form and functionality) at the point in time at which it is granted and therefore, was satisfied at the inception of the arrangement. The development activities are being recognized over time as the Company performs development activities related to the global trials. The Company recognizes revenue associated with the development activities using an input method, according to the costs incurred, which in management’s judgment, is the best measure of progress towards satisfying the performance obligation. Under the sales-or-usage-based royalty exception, revenue related to sales-based milestone payments and royalty payments will be recognized as the underlying sales occur. Prior to its acquisition by the Company, VectivBio had received the upfront payment of JPY 3,000 million ($24.6 million at date of agreement), development-related payments of JPY 1,100 million ($9.0 million at date of agreement), and development milestones of JPY 500 million ($4.1 million at date of agreement). Upon the acquisition of VectivBio on June 29, 2023, the Company assumed a contract liability for deferred revenue related to the development-related payments at its fair value of $4.3 million. The Company recognized $2.0 million of revenue during the period between the acquisition date of June 29, 2023 and December 31, 2023 related to development activities. As of December 31, 2023, deferred revenue of $2.6 million is reported within accrued expenses and other current liabilities on the consolidated balance sheets. Deferred revenue and future payments received related to development activities are expected to be recognized over the course of the development activities, which are expected to occur through 2028. License Agreement with Ferring In August 2012, as subsequently amended and restated in December 2016, GlyPharma Therapeutic Inc., a subsidiary of VectivBio (“GlyPharma”), entered into an exclusive licensing agreement with Ferring International Center, S.A. (“Ferring”), pursuant to which Ferring granted GlyPharma an exclusive, worldwide, sublicensable license under certain patent rights and know-how controlled by Ferring relating to apraglutide and certain know-how controlled by Ferring relating to specified alternate drug compounds, to research, develop, manufacture, make, have made, import, export, use, sell, distribute, promote, advertise, dispose of or offer to sell (i) products containing apraglutide whose manufacture, use or sale is covered by a valid claim of the licensed patents, or licensed products and (ii) products, containing a specified alternate drug compound, or alternate drug products. In April 2021, the license agreement was transferred and assigned to VectivBio AG, a subsidiary of VectivBio. Under the license agreement, as partial consideration for the rights Ferring granted to it, VectivBio AG is required to pay Ferring a high single-digit percentage royalty on worldwide annual net sales of licensed products and alternate drug products until, on a country-by-country basis and licensed product-by-licensed product or alternate drug product-by-alternate drug product basis, as applicable, the date on which the manufacture, use or sale of such licensed product or alternate drug product, as applicable, ceases to be covered by a valid claim of a patent within the licensed patents in such a country. GlyPharma was also required to pay Ferring a certain number of warrants and Class A preferred shares pursuant to a shareholders’ agreement. The equity obligations under the license agreement have been fully performed by GlyPharma. The Company is also obligated to pay a specified percentage of the annual consideration VectivBio AG or its affiliates, including the Company, received in connection with sales of licensed product or alternate drug product by any third parties to which VectivBio AG or its affiliates, including the Company, grant a sublicense of any of the rights licensed to VectivBio AG by Ferring under this Agreement. Such percentage is in the high single digits for sales of both licensed products and alternate drug products, and such payments are owed for the duration of the royalty term for licensed products or alternate drug products, as applicable. Other Collaboration and License Agreements Collaboration and License Option Agreement with COUR In November 2021, the Company entered into the COUR Collaboration Agreement, pursuant to which the Company has been granted an option (the “Option”) to acquire an exclusive license to research, develop, manufacture and commercialize, in the U.S., products containing CNP-104, a tolerizing immune modifying nanoparticle (“CNP-104”) for the treatment of primary biliary cholangitis (“PBC”). COUR has initiated a clinical study to evaluate the safety, tolerability, and pharmacodynamic effects and efficacy of CNP-104 in PBC patients Pursuant to the terms of the COUR Collaboration Agreement, the Company made an upfront, non-refundable payment of $6.0 million to COUR during the year ended December 31, 2021, and agreed to pay $13.5 million in non-contingent payments and milestone payments in connection with certain development activities and regulatory milestones. After reviewing the data from the clinical study for CNP-104, if the Company exercises the Option, the Company will pay COUR $35.0 million in exchange for the license, subject to Ironwood’s right to apply a credit against such payment as described below. Upon commercialization, COUR will be eligible to receive commercial milestone payments of up to $440.0 million over the term of the agreement and royalties in the high-single digits to low-double digits percentage of the aggregated annual net sales in the U.S. of products containing CNP-104. In April 2023, the Company and COUR executed an amendment to the COUR Collaboration Agreement, in which the Company agreed to pay a one-time, non-refundable, upfront payment of Other Agreements Disease Education and Promotional Agreement with Alnylam In August 2019, the Company and Alnylam Pharmaceuticals, Inc. (“Alnylam”) entered into a disease education and promotional agreement (the “Alnylam Agreement”) for Alnylam’s GIVLAARI (givosiran) for the treatment of acute hepatic porphyria. The Alnylam Agreement, as amended, was terminated in June 2021 with an effective termination date of September 30, 2021. Under the terms of the Alnylam Agreement, the Company’s sales force performed disease awareness activities and sales detailing activities for GIVLAARI. The Company remained eligible to receive royalties based on a percentage of net sales of GIVLAARI that are directly attributable to the Company’s promotional efforts through September 30, 2022, which was one year following the termination of the agreement. During the years ended December 31, 2022 and 2021, the Company recognized $2.2 million and $2.4 million, respectively, in royalty revenue. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments The tables below present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize observable inputs such as quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the Company to develop its own assumptions for the asset or liability. The Company’s investment portfolio may include fixed income securities that do not always trade on a daily basis. As a result, the pricing services used by the Company apply other available information as applicable through processes such as benchmark yields, benchmarking of like securities, sector groupings and matrix pricing to prepare valuations. In addition, model processes are used to assess interest rate impact and develop prepayment scenarios. These models take into consideration relevant credit information, perceived market movements, sector news and economic events. The inputs into these models may include benchmark yields, reported trades, broker-dealer quotes, issuer spreads and other relevant data. The Company validates the prices provided by its third party pricing services by obtaining market values from other pricing sources and analyzing pricing data in certain instances. The Company periodically invests in certain reverse repurchase agreements, which are collateralized by Government Securities and Obligations for an amount not less than 102% of their principal amount. The Company does not record an asset or liability for the collateral as the Company is not permitted to sell or re-pledge the collateral. The collateral has at least the prevailing credit rating of U.S. Government Treasuries and Agencies. The Company utilizes a third-party custodian to manage the exchange of funds and ensure the collateral received is maintained at 102% of the reverse repurchase agreements principal amount on a daily basis. The following tables present the assets and liabilities the Company has measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 45,939 $ 45,939 $ — $ — U.S. Treasury securities 10,507 — 10,507 — Commercial paper 2,240 — 2,240 — Total assets measured at fair value $ 58,686 $ 45,939 $ 12,747 $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 250,313 $ 250,313 $ — $ — Repurchase agreements 261,075 — 261,075 — Commercial paper 138,809 — 138,809 — Restricted cash: Money market funds 1,735 1,735 — — Total assets measured at fair value $ 651,932 $ 252,048 $ 399,884 $ — Liabilities: Note hedge warrants $ 19 $ — $ — $ 19 Total liabilities measured at fair value $ 19 $ — $ — $ 19 Cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued research and development costs, accrued expenses and other current liabilities and current portion of operating lease obligations at December 31, 2023 and 2022 are carried at amounts that approximate fair value due to their short-term maturities. Convertible Note Hedges and Note Hedge Warrants with Respect to 2022 Convertible Notes The Company’s Convertible Note Hedges, which expired unexercised in June 2022, and Note Hedge Warrants, which expired unexercised in April 2023, were recorded as derivative assets and liabilities, respectively, and were classified as Level 3 measurements under the fair value hierarchy. These derivatives were not actively traded and were valued using the Black-Scholes option-pricing model, which required the use of subjective assumptions. The following inputs were used in the fair market valuation of the Note Hedge Warrants: December 31, 2022 Risk-free interest rate (1) 4.5 % Expected term 0.3 Stock price (2) $ 12.39 Strike price (3) $ 18.82 Common stock volatility (4) 27.1 % Dividend yield (5) — % (1) Based on U.S. Treasury yield curve, with terms commensurate with the expected term of the Note Hedge Warrants. (2) The closing price of the Company’s Class A Common Stock on the last trading day of the quarter ended December 31, 2022. (3) As per the agreements for the Note Hedge Warrants. (4) Expected volatility based on historical volatility of the Company’s Class A Common Stock. (5) The Company has not paid and does not anticipate paying cash dividends on its shares of common stock in the foreseeable future; therefore, the expected dividend yield is assumed to be zero . The Convertible Note Hedges and the Note Hedge Warrants were recorded at fair value at each reporting date and changes in fair value were recorded in other income (expense), net within the Company's consolidated statements of income. The following table reflects the change in the Company's Level 3 Note Hedge Warrants from December 31, 2021 through December 31, 2023 (in thousands): Convertible Note Hedge Note Hedges Warrants Balance at December 31, 2021 $ 1,115 $ (1,316) Change in fair value, recorded as a component of gain (loss) on derivatives (1,115) 1,297 Balance at December 31, 2022 $ — $ (19) Change in fair value, recorded as a component of gain on derivatives — 19 Balance at December 31, 2023 $ — $ — Convertible Senior Notes In August 2019, the Company issued $200.0 million aggregate principal amount of its 2024 Convertible Notes and $200.0 million aggregate principal amount of its 2026 Convertible Notes (Note 10) . The fair value of the respective convertible senior notes, which differs from their carrying value, is influenced by interest rates, the price of the Company’s Class A Common Stock and the volatility thereof, and the prices for the respective convertible senior notes observed in market trading, which are Level 2 inputs. The estimated fair value of the 2024 Convertible Notes was $209.6 million and $215.9 million as of December 31, 2023 and 2022, respectively. The estimated fair value of the 2026 Convertible Notes was $217.1 million and $219.0 million as of December 31, 2023 and 2022, respectively. Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes In connection with the issuance of the 2024 Convertible Notes and the 2026 Convertible Notes, the Company entered into the Capped Calls with certain financial institutions. The Capped Calls cover 29,867,480 shares of Class A Common Stock (subject to anti-dilution and certain other adjustments), which is the same number of shares of Class A Common Stock that initially underlie the 2024 Convertible Notes and the 2026 Convertible Notes. The Capped Calls have an initial strike price of approximately $13.39 per share, which corresponds to the initial conversion price of the 2024 Convertible Notes and the 2026 Convertible Notes, and have a cap price of approximately $17.05 per share (Note 10). The strike price and cap price are subject to anti-dilution adjustments generally similar to those applicable to the 2024 Convertible Notes and the 2026 Convertible Notes. These instruments meet the conditions outlined in ASC 815, to be classified in stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met (Note 10). Revolving Credit Agreement Outstanding borrowings under the revolving credit facility (Note 10) are carried at amounts that approximate fair value based on their nature, terms, credit spreads, and variable interest rates, which are Level 3 inputs. Non-recurring Fair Value Measurements Acquired In-Process Research & Development Assembled Workforce The fair value of the assembled workforce was determined on the VectivBio acquisition date using the replacement cost method using Level 3 fair-value measurements and inputs including estimated costs and productivity metrics. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Leases | 7. Leases The Company’s lease portfolio for the year ended December 31, 2023 includes: an office lease for its current headquarters location and other locations, vehicle leases for its salesforce representatives, and leases for computer and office equipment. The Company’s headquarters office lease and vehicle lease require letters of credit to secure the Company’s obligations under the lease agreements totaling Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Operating lease cost $ 2,507 $ 2,509 $ 2,520 Short-term lease cost 1,241 1,070 960 Total lease cost $ 3,748 $ 3,579 $ 3,480 Supplemental information related to leases for the periods reported is as follows: Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 3,065 $ 3,114 $ 3,128 Weighted-average remaining lease term of operating leases (in years) 6.4 7.3 8.3 Weighted-average discount rate of operating leases 5.8 % 5.8 % 5.8 % Summer Street Lease In June 2019, the Company entered into a non-cancelable operating lease (the “Summer Street Lease”) for approximately 39,000 square feet of office space on the 23 rd At lease commencement, the Company recorded a right-of-use asset and a lease liability using an incremental borrowing rate of 5.8%. At December 31, 2023, the balances of the right-of-use asset and operating lease liability were $12.6 million and $17.7 million, respectively. At December 31, 2022, the balances of the right-of-use asset and operating lease liability were $14.0 million and $19.7 million, respectively. Lease costs recorded during each of the years ended December 31, 2023, 2022 and 2021 were $2.5 million. Future minimum lease payments under the Summer Street Lease as of December 31, 2023 are as follows (in thousands): 2024 $ 3,126 2025 3,189 2026 3,252 2027 3,317 2028 3,384 2029 and thereafter 4,901 Total future minimum lease payments 21,169 Less: present value adjustment (3,500) Operating lease liabilities 17,669 Less: current portion of operating lease liabilities (3,126) Operating lease liabilities, net of current portion $ 14,543 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Property and Equipment | 8. Property and Equipment Property and equipment, net consisted of the following (in thousands): December 31, 2023 2022 Software $ 1,652 $ 5,414 Leasehold improvements 7,407 7,407 Laboratory equipment 1,327 1,327 Furniture and fixtures 1,747 1,542 Computer and office equipment 2,341 1,362 14,474 17,052 Less accumulated depreciation and amortization (8,889) (10,764) $ 5,585 $ 6,288 Depreciation expense of property and equipment was $1.2 million, $1.4 million and $1.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2023 2022 Accrued compensation and benefits $ 19,937 $ 12,268 Accrued interest 5,953 188 Accrued restructuring liabilities 8,303 — Accrued taxes 1,244 656 Other 8,817 3,588 Total accrued expenses and other current liabilities $ 44,254 $ 16,700 As of December 31, 2023, other accrued expenses of $8.8 million were comprised primarily of $6.1 million of uninvoiced vendor liabilities and $2.6 million of deferred revenue. As of December 31, 2022, other accrued expenses of $3.6 million was comprised primarily of uninvoiced vendor liabilities. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Debt | 10. Debt 2.25% Convertible Senior Notes due 2022 In June 2015, the Company issued $335.7 million aggregate principal amount of the 2022 Convertible Notes. The Company received net proceeds of $324.0 million from the sale of the 2022 Convertible Notes, after deducting fees and expenses of $11.7 million. The Company used $21.1 million of the net proceeds from the sale of the 2022 Convertible Notes to pay the net cost of the Convertible Note Hedges (after such cost was partially offset by the proceeds to the Company from the sale of the Note Hedge Warrants), as described below. In connection with the issuance of the 2024 Convertible Notes and the 2026 Convertible Notes in August 2019, the Company repurchased $215.0 million aggregate principal amount of the 2022 Convertible Notes. Such portion of the 2022 Convertible Notes were repurchased at a premium totaling $227.3 million. In June 2022, the Company repaid the remaining $120.7 million aggregate principal amount of the 2022 Convertible Notes upon maturity. The 2022 Convertible Notes were governed by an indenture (the “2022 Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The 2022 Convertible Notes were senior unsecured obligations and bore cash interest at the annual rate of 2.25%, payable on June 15 and December 15 of each year. The 2022 Convertible Notes matured on June 15, 2022. No conversions were exercised by holders of the 2022 Convertible Notes. 0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 In August 2019, the Company issued $200.0 million aggregate principal amount of the 2024 Convertible Notes and $200.0 million aggregate principal amount of the 2026 Convertible Notes. The Company received net proceeds of $391.0 million from the sale of the 2024 Convertible Notes and 2026 Convertible Notes, after deducting fees and expenses of $9.0 million. The Company used $25.2 million of the net proceeds from the sale of the 2024 Convertible Notes and 2026 Convertible Notes to pay the cost of the Capped Calls, as described below. For purposes of this section, “Notes” refer to the 2024 Convertible Notes and the 2026 Convertible Notes, collectively. The 2024 Convertible Notes and 2026 Convertible Notes were issued by the Company on August 12, 2019, pursuant to separate Indentures, each dated as of such date (each an “Indenture” and together the “Indentures”), between the Company and the Trustee. The 2024 Convertible Notes bear cash interest at the annual rate of 0.75% and the 2026 Convertible Notes bear cash interest at the annual rate of 1.50%, each payable on June 15 and December 15 of each year. The 2024 Convertible Notes will mature on June 15, 2024 and the 2026 Convertible Notes will mature on June 15, 2026, unless earlier converted or repurchased. The initial conversion rate for each of the 2024 Convertible Notes and the 2026 Convertible Notes is 74.6687 shares of Class A Common Stock (subject to adjustment as provided for in the applicable Indenture) per $1,000 principal amount of the 2024 Convertible Notes and 2026 Convertible Notes, which is equal to an initial conversion price of approximately $13.39 per share. The Company held the option to determine the settlement method for conversions of the 2024 Convertible Notes through payment or delivery, as the case may be, of cash, shares of the Company’s Class A Common Stock, or a combination of cash and shares of Class A Common Stock (subject to, and in accordance with, the settlement provisions of the applicable Indenture). The Company has elected to settle conversions of the 2024 Convertible Notes through cash payment equal to the principal value and shares of Class A Common Stock for the conversion premium, if any. Holders of the 2024 Convertible Notes had the right to convert their 2024 Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2023 upon the occurrence of certain circumstances and no such conversions occurred. On or after December 15, 2023, until the close of business on the second scheduled trading day immediately preceding June 15, 2024, holders may convert their 2024 Convertible Notes, in multiples of $1,000 principal amount, at the option of the holder. The Company will settle conversions of the 2026 Convertible Notes through payment or delivery, as the case may be, of cash, shares of the Company’s Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s option (subject to, and in accordance with, the settlement provisions of the applicable Indenture). Holders of the 2026 Convertible Notes may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2025 in multiples of $1,000 principal amount, only under the following circumstances: ● during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; ● during the five -business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in each Indenture) 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 of Class A Common Stock and the conversion rate for the Notes on each such trading day; or ● upon the occurrence of specified corporate events described in each Indenture. On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the applicable June 15, 2026, the holders of the 2026 Convertible Notes may convert their Notes, in multiples of $1,000 principal amount, regardless of the foregoing conditions. Upon the occurrence of fundamental changes, as described in the Indentures, prior to the maturity date of the respective Notes, holders of such Notes may require the Company to repurchase for cash all or a portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. If a make-whole fundamental change, as described in the Indentures, occurs and a holder elects to convert its Notes in connection with such make-whole fundamental change, such holder may be entitled to an increase in the conversion rate as described in the Indentures. The Indentures do not contain any financial covenants or restrict the Company’s ability to repurchase the Company’s securities, pay dividends or make restricted payments in the event of a transaction that substantially increases the Company’s level of indebtedness. The Indentures provide for customary events of default. In the case of an event of default with respect to a series of Notes arising from specified events of bankruptcy or insolvency, all outstanding Notes of such series will become due and payable immediately without further action or notice. If any other event of default with respect to a series of Notes under the relevant Indenture occurs or is continuing, the Trustee or holders of at least The Company accounts for each convertible debt instrument as a single liability measured at amortized cost. The Company’s outstanding balances for the convertible senior notes consisted of the following (in thousands): 2023 2022 Principal: 2024 Convertible Notes $ 200,000 $ 200,000 2026 Convertible Notes 200,000 200,000 Less: unamortized debt issuance costs (2,131) (3,749) Net carrying amount $ 397,869 $ 396,251 The Company determined the expected life of the 2024 Convertible Notes and the 2026 Convertible Notes was equal to their approximately five and seven-year terms, respectively. The effective annual interest rates of the 2024 Convertible Notes and the 2026 Convertible Notes for the period from the date of issuance through December 31, 2023 were 1.2% and 1.8% , respectively. The effective annual interest rate is computed using the contractual interest and the amortization of debt issuance costs. The following table sets forth total interest expense recognized related to convertible senior notes (in thousands): Year Ended December 31, 2023 2022 2021 Contractual interest expense $ 4,500 $ 5,745 $ 7,216 Amortization of debt issuance costs 1,618 1,853 1,678 Amortization of debt discount — — 22,256 Total interest expense $ 6,118 $ 7,598 $ 31,150 Future minimum payments under the convertible senior notes as of December 31, 2023, are as follows (in thousands): 2024 $ 203,750 2025 3,000 2026 201,500 Total future minimum payments under the convertible senior notes 408,250 Less: amounts representing interest (8,250) Less: unamortized debt issuance costs (2,131) Convertible senior notes balance $ 397,869 Convertible Note Hedge and Note Hedge Warrant Transactions with Respect to 2022 Convertible Notes To minimize the impact of potential dilution to the Company's Class A common stockholders upon conversion of the 2022 Convertible Notes, the Company entered into the Convertible Note Hedges. The Convertible Note Hedges had an exercise price of $14.51 per share and covered 23,135,435 shares. If the 2022 Convertible Notes had been converted and the price of the Company’s Class A Common Stock was above the exercise price of the Convertible Note Hedges, the counterparties were obligated to deliver shares of the Company’s Class A Common Stock and/or cash with an aggregate value approximately equal to the difference between the price of the Company’s Class A Common Stock at the conversion date and the exercise price, multiplied by the number of shares of the Company’s Class A Common Stock related to the Convertible Note Hedge being exercised. In June 2022, the Convertible Note Hedges terminated unexercised upon expiry. Concurrently with entering into the Convertible Note Hedges, the Company sold Note Hedge Warrants to the Convertible Note Hedge counterparties to acquire shares of the Company’s Class A Common Stock. An aggregate of 23,135,435 shares underlay the Note Hedge Warrants and each warrant had a strike price of $18.82 per share, subject to customary anti-dilution adjustments. The Note Hedge Warrants were exercisable over the 150-trading day period beginning on September 15, 2022. In April 2023, the Note Hedge Warrants terminated unexercised upon expiry. The Convertible Note Hedges and the Note Hedge Warrants were separate transactions entered into by the Company and were not part of the terms of the 2022 Convertible Notes. The Company paid $91.9 million for the Convertible Note Hedges and received $70.8 million for the Note Hedge Warrants, resulting in a net cost to the Company of $21.1 million. The Convertible Note Hedges and Note Hedge Warrants were accounted for as derivative assets and liabilities, respectively, in accordance with ASC 815, and remeasured to fair value at each reporting date (Note 6). Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes To minimize the impact of potential dilution to the Company’s Class A common stockholders upon conversion of the 2024 Convertible Notes and the 2026 Convertible Notes, the Company entered into separate Capped Calls in connection with the issuance of the 2024 Convertible Notes and the 2026 Convertible Notes. The Company paid the counterparties $25.2 million to enter into the Capped Calls. The Capped Calls have an initial strike price of approximately $13.39 per share, which corresponds to the initial conversion price of the 2024 Convertible Notes and the 2026 Convertible Notes and is subject to anti-dilution adjustments generally similar to those applicable to the 2024 Convertible Notes and the 2026 Convertible Notes. The Capped Calls have a cap price of approximately $17.05 per share, subject to certain adjustments. The Capped Calls cover 29,867,480 shares of Class A Common Stock (subject to anti-dilution and certain other adjustments), which is the same number of shares of Class A Common Stock that initially underlie the 2024 Convertible Notes and the 2026 Convertible Notes. The Capped Calls are expected generally to reduce the potential dilution to the Class A Common Stock upon conversion of the 2024 Convertible Notes and the 2026 Convertible Notes in the event that the market price per share of Class A Common Stock is greater than the strike price of the Capped Calls as adjusted pursuant to the anti-dilution adjustments. If, however, the market price per share of Class A Common Stock exceeds the cap price of the Capped Calls, there would nevertheless be dilution upon conversion of the 2024 Convertible Notes and the 2026 Convertible Notes to the extent that such market price exceeds the cap price of the Capped Calls. The Capped Calls are separate transactions entered into by and between the Company and the Capped Calls counterparties and are not part of the terms of the 2024 Convertible Notes or the 2026 Convertible Notes. Holders of the 2024 Convertible Notes and the 2026 Convertible Notes do not have any rights with respect to the Capped Calls. The Company recorded a reduction to additional paid-in capital of $25.0 million during the year ended December 31, 2019 related to the premium payments for the Capped Calls. Additionally, the Company recorded a $0.2 million reduction to equity related to transaction costs incurred in connection with the Capped Calls during the year ended December 31, 2019. These instruments meet the conditions outlined in ASC 815 to be classified in stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met. Revolving Credit Facility In May 2023, in connection with the VectivBio Acquisition, the Company entered into a credit agreement (the “Revolving Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, collateral agent, a letter of credit issuer and a lender, and the other agents, lenders and letter of credit issuers parties thereto. The Revolving Credit Agreement provides for a four-year $500.0 million secured revolving credit facility (the "Revolving Credit Facility”), which includes a $10.0 million letter of credit subfacility, and loans made thereunder will mature on the earliest to occur of (i) May 21, 2027 or (ii) the date that is 91 days prior to the stated maturity date of the Company’s existing convertible notes then outstanding, unless, in the case of clause (ii), the Company’s minimum liquidity equals or exceeds certain agreed levels. At the Company’s election, borrowings under the Revolving Credit Agreement will bear interest at a rate equal to (a) Adjusted Term Secured Overnight Financing Rate (“SOFR”) (as defined in Revolving Credit Agreement) plus the applicable rate (ranging from 1.75% to 3.00%) or (b) the highest of (1) the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus one half of 1.0% The Company pays a quarterly commitment fee of 0.30% to 0.425% on the daily amount by which the commitments under the Revolving Credit Agreement exceed the outstanding loans and letters of credit. The loans and other obligations under the Revolving Credit Agreement are secured by substantially all of the Company’s personal property, including a pledge of all the capital stock of subsidiaries held directly by the Company or any subsidiary that guarantees the Revolving Credit Agreement following the closing date (which pledge, in the case of any foreign subsidiary, is limited to 65% of the voting stock), subject to certain customary exceptions and limitations. The Revolving Credit Agreement generally prohibits any other liens on the assets of the Company and its restricted subsidiaries, subject to certain exceptions as described in the Revolving Credit Agreement. Under the terms of the Revolving Credit Agreement, the Company will be able to request an increase in the commitments or the addition of a term loan secured by a pari passu lien on the collateral of up to an additional amount equal to the greater of $200.0 million and 100% of the trailing twelve-month Consolidated Adjusted EBITDA (as defined in the Revolving Credit Agreement) upon satisfaction of customary conditions, including receipt of commitments from either new lenders or increased commitments from existing lenders. The Revolving Credit Agreement contains certain customary covenants applicable to the Company and its Restricted Subsidiaries (as defined in the Revolving Credit Agreement), and commencing in the third quarter of 2023, the Company is required to maintain a maximum consolidated secured net leverage ratio of 3.00 to 1.00 and a minimum interest coverage ratio of 3.00 to 1.00, in each case at the end of each fiscal quarter. The Revolving Credit Agreement allows the Company to elect to increase the permitted maximum consolidated secured net leverage ratio to 3.50 to 1.00 for four fiscal quarters in the event it consummates an acquisition for consideration in excess of $50.0 million, subject to certain limitations on how often this election can be made. As of December 31, 2023, the Company was in compliance with all covenants. In connection with the Revolving Credit Agreement, the Company incurred $2.9 million of debt issuance costs, which primarily consisted of $2.0 million of lender fees and $0.9 million of legal and other professional fees. The debt issuance costs are classified as other assets and are amortized on a straight-line basis over the four-year term of the Revolving Credit Agreement. The Company had unamortized capitalized debt issuance costs of $2.4 million at December 31, 2023. In June 2023, the Company borrowed $400.0 million to partially finance the VectivBio Acquisition (Note 3). The Company repaid $100.0 million of the outstanding principal balance during the year ended December 31, 2023. The outstanding principal balance on the revolving credit facility was $300.0 million as of December 31, 2023. The following table sets forth total interest expense recognized related to Revolving Credit Agreement (in thousands): Year Ended December 31, 2023 Contractual interest expense $ 14,718 Amortization of debt issuance costs 442 Other financing costs 101 Total interest expense $ 15,261 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Commitments and Contingencies | 11. Commitments and Contingencies Commitments with AbbVie The Company and AbbVie are jointly obligated to make minimum purchases of linaclotide API for the territories covered by the Company’s collaboration with AbbVie for North America. Currently, AbbVie fulfills all such minimum purchase commitments. Under the collaboration agreement with AbbVie for North America, the Company shares all development and commercialization costs related to linaclotide in the U.S. with AbbVie. The actual amounts that the Company pays to AbbVie or that AbbVie pays to the Company will depend on numerous factors outside of the Company’s control, including the success of certain clinical development efforts with respect to linaclotide, the content and timing of decisions made by the regulators, the reimbursement and competitive landscape around linaclotide and the Company’s other product candidates, and other factors. Other Funding Commitments As of December 31, 2023, the Company has ongoing studies in various pre-clinical and clinical trial stages. The Company’s most significant clinical trial expenditures are to contract research organizations. These contracts are generally cancellable, with notice, at the Company’s option and do not have any significant cancellation penalties. Guarantees As permitted under Delaware law, the Company indemnifies its directors and certain of its officers for certain events or occurrences while such director or officer is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make is unlimited; however, the Company has directors’ and officers’ insurance coverage that is intended to limit its exposure and enable it to recover a portion of any future amounts paid. The Company enters into certain agreements with other parties in the ordinary course of business that contain indemnification provisions. These typically include agreements with business partners, contractors, landlords, clinical sites and customers. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities. These indemnification provisions generally survive termination of the underlying agreements. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. However, to date the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of these obligations is minimal. Accordingly, the Company did not have any liabilities recorded for these obligations as of December 31, 2023 and 2022. Litigation From time to time, the Company is involved in various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these other claims cannot be predicted with certainty, management does not believe that the outcome of any of these ongoing legal matters, individually and in aggregate, will have a material adverse effect on the Company’s consolidated financial statements. In May 2021, the Company and AbbVie entered into a settlement agreement with Teva, under which the Company and AbbVie will grant Teva a license to market a generic version of 72 mcg LINZESS beginning March 31, 2029 (subject to FDA approval), unless certain limited circumstances, customary for settlement agreements of this nature, occur. With this settlement agreement, the Company and AbbVie have settled with the filers of all known ANDAs to date seeking approval to market generic versions of LINZESS. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Stockholders' Equity | 12. Stockholders’ Equity Preferred Stock The Company’s preferred stock may be issued from time to time in one or more series, with each such series to consist of such number of shares and to have such terms as adopted by the board of directors. Authority is given to the board of directors to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitation or restrictions thereof, including without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences. Common Stock The Company has one class of common stock (“Class A Common Stock”). Class A Common Stock is entitled to one vote per share. The Company has reserved, out of its authorized but unissued shares of Class A Common Stock, sufficient shares to effect the conversion of the convertible senior notes and the Note Hedge Warrants pursuant to the terms thereof (Note 10). The Company’s stockholders are entitled to dividends if and when declared by the board of directors. Share Repurchase Program In May 2021, the Company’s Board of Directors authorized a program to repurchase up to Company’s Class A Common Stock. The Company completed the share repurchase program in May 2022 and retired the repurchased shares. During the year ended December 31, 2022, the Company repurchased 10.8 million shares of Class A Common Stock at an aggregate cost of $123.4 million. For the overall program, under which repurchases commenced in December 2021, the Company repurchased 13.1 million shares of Class A Common Stock at an average price per share of $11.47. |
Employee Stock Benefit Plans
Employee Stock Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Employee Stock Benefit Plans | 13. Employee Stock Benefit Plans The Company has several share-based compensation plans under which stock options, RSAs, RSUs, and other share-based awards are available for grant to employees, officers, directors and consultants of the Company. The following table summarizes share-based compensation expense by award type (in thousands): Year Ended December 31, 2023 2022 2021 Stock options $ 226 $ 1,471 $ 3,154 Time-based restricted stock units 19,829 17,643 14,539 Performance-based restricted stock units 9,321 5,008 1,295 Restricted stock awards 1,997 2,439 2,684 Employee stock purchase plan 502 412 419 Stock awards 130 75 190 VectivBio Holding AG stock options and RSUs accelerated upon change in control 27,548 — — Total share-based compensation expense $ 59,553 $ 27,048 $ 22,281 The following table summarizes the share-based compensation expense reflected in the consolidated statements of income (in thousands): Year Ended December 31, 2023 2022 2021 Share-based compensation expense: Research and development $ 17,448 $ 4,936 $ 4,849 Selling, general and administrative 41,194 22,112 17,323 Restructuring expenses 911 — 109 Total share-based compensation expense included in operating expenses 59,553 27,048 22,281 Income tax benefit 2,964 1,644 — Total share-based compensation expense, net of tax $ 56,589 $ 25,404 $ 22,281 In connection with the VectivBio Acquisition, the Company incurred $27.5 million of share-based compensation expense during the second quarter of 2023 related to the vesting acceleration and settlement of outstanding VectivBio stock options and RSUs under VectivBio’s 2021 Equity Incentive Plan, of which $11.3 million was recorded within research and development expense and $16.2 million was recorded within selling, general and administrative expenses. Restructuring expenses include modifications to share-based awards held by employees impacted by various workforce reductions (Note 16). Stock Benefit Plans As of December 31, 2023, the Company has the following active stock benefit plans pursuant to which awards are currently outstanding: the Amended and Restated 2019 Equity Incentive Plan (the “A&R 2019 Equity Plan”), the 2019 Equity Incentive Plan (the “2019 Equity Plan”), the Amended and Restated 2010 Employee Stock Purchase Plan (the “2010 Purchase Plan”) and the Amended and Restated 2010 Employee, Director, and Consultant Equity Incentive Plan (the “2010 Equity Plan”). At December 31, 2023, there were 14,647,564 shares available for future grant under the A&R 2019 Equity Plan and the 2010 Purchase Plan. A&R 2019 Equity Plan During 2023, the Company’s stockholders approved the A&R 2019 Equity Plan under which stock options, RSAs, RSUs, and other stock-based awards may be granted to employees, officers, directors, or consultants of the Company. Under the A&R 2019 Equity Plan, 6,000,000 shares of Class A Common Stock were initially reserved for issuance. Subsequent to the approval of the A&R 2019 Equity Plan, shares available for grant under the 2019 Equity Plan are made available for grant under the A&R 2019 Equity Plan and awards that are returned to the A&R 2019 Equity Plan, 2019 Equity Plan and 2010 Equity Plan as a result of their expiration, cancellation, termination or repurchase are automatically made available for future grant under the A&R 2019 Equity Plan. As of December 31, 2023, 10,374,589 shares were available for future grant under the A&R 2019 Equity Plan. 2019 Equity Plan During 2019, the Company’s stockholders approved the 2019 Equity Plan under which stock options, RSAs, RSUs, and other stock-based awards may be granted to employees, officers, directors, or consultants of the Company. Under the 2019 Equity Plan, 10,000,000 shares of Class A Common Stock were initially reserved for issuance. Prior to the approval of the A&R 2019 Equity Plan, awards that were returned to the 2010 Equity Plan as a result of their expiration, cancellation, termination or repurchase were automatically made available for issuance under the 2019 Equity Plan and awards that expired, cancelled, terminated, or were repurchased under the 2019 Equity Plan were no longer available for future grant. As of December 31, 2023, there were no shares available for future grant under the 2019 Equity Plan. 2010 Purchase Plan During 2010, the Company’s stockholders approved the 2010 Purchase Plan, which gives eligible employees the right to purchase shares of common stock at the lower of 85% of the fair market value on the first or last day of an offering period. Each offering period is six months. There were 400,000 shares of common stock initially reserved for issuance pursuant to the 2010 Purchase Plan. The number of shares available for future grant under the 2010 Purchase Plan may be increased on the first day of each fiscal year by an amount equal to the lesser of: (i) 1,000,000 shares, (ii) 1% of the Class A shares of common stock outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares as is determined by the board of directors. As of December 31, 2023, there were 4,272,975 shares available for future grant under the 2010 Purchase Plan. 2010 Equity Plan The 2010 Equity Plan provided for the granting of stock options, RSAs, RSUs, and other share-based awards to employees, officers, directors, consultants, or advisors of the Company. As of December 31, 2023, there were no shares available for future grant under the 2010 Equity Plan. Restricted Stock Awards RSAs are granted to non-employee members of the board of directors under restricted stock agreements in accordance with the terms of the 2019 Equity Plan and the Company’s non-employee director compensation policy, effective May 2019. Annual restricted stock grants to each non-employee member of the board of directors vest in full on the date immediately preceding the next annual meeting of stockholders, provided the individual continues to serve on the Company’s board of directors through each vest date. Initial restricted stock grants to new non-employee members of the board of directors vest annually over a three-year period from the date of grant provided the individual continues to serve on the Company’s board of directors through each vest date. A summary of restricted stock activity for the year ended December 31, 2023 is presented below: Weighted- Average Number of Grant Date Shares Fair Value Unvested as of December 31, 2022 189,118 $ 11.22 Granted 178,800 10.77 Vested (189,118) 11.22 Forfeited — — Unvested as of December 31, 2023 178,800 $ 10.77 The weighted-average grant date fair value per share of RSAs granted during the years ended December 31, 2023, 2022, and 2021 was $10.77, $11.22, and $11.67, respectively. The total fair value of RSAs that vested during the years ended December 31, 2023, 2022, and 2021 was $2.1 million, $2.8 million, and $2.5 million, respectively. Restricted Stock Units RSUs granted under the Company’s equity plans represent the right to receive one share of the Company’s Class A Common Stock pursuant to the terms of the applicable award agreement. Shares of the Company’s Class A Common Stock are delivered to the employee upon vesting, subject to payment of applicable withholding taxes. Time-based RSUs Time-based RSUs generally vest over a two A summary of time-based RSU activity for the year ended December 31, 2023 is as follows: Weighted- Average Number Grant Date of RSUs Fair Value Outstanding as of December 31, 2022 4,290,145 $ 10.91 Granted 3,125,831 10.55 Vested and released (1,663,981) 10.95 Forfeited (409,268) 10.94 Outstanding as of December 31, 2023 5,342,727 $ 10.68 Amounts relating to time-based RSUs granted prior to the Separation of the Company’s soluble guanylate cycle business, and certain other assets and liabilities, into Cyclerion Therapeutics, Inc. (the “Separation) on April 1, 2019 have not been adjusted to reflect the effect of the Separation on the Company’s stock price. For additional information related to the Separation, refer to Item 5 elsewhere within this Annual Report on Form 10-K. The weighted-average grant date fair value per share of time-based RSUs granted during the years ended December 31, 2023, 2022, and 2021 was $10.55, $11.08, and $10.40, respectively. The total fair value of time-based RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $18.3 million, $14.8 million, and $17.8 million, respectively. Performance-based RSUs Performance-based RSUs (“PSUs”) are granted to certain executives. PSUs currently outstanding vest upon the achievement of specified performance criteria over a three-year performance period, generally subject to the executive remaining in continuous service with the Company through the applicable vesting dates. The performance criteria applicable to the PSUs granted in 2022 and 2021 were realizing relative total shareholder return goals (the “Relative TSR PSUs”). The performance criteria applicable to the PSUs granted in 2023 consisted of an equal weighting of (i) Relative TSR PSUs and (ii) achieving specified stock price targets (the “Absolute TSR PSUs”). The Relative TSR PSUs and Absolute TSR PSUs are valued using the Monte Carlo simulation method on the date of grant. The weighted average assumptions used to estimate the fair value of Relative TSR PSUs and Absolute TSR PSUs were as follows for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, 2023 2022 2021 Relative Absolute Relative Relative TSR PSUs TSR PSUs TSR PSUs TSR PSUs Fair value of common stock $ 11.39 $ 10.74 $ 11.13 $ 11.39 Expected volatility 37.0 % 37.0 % 41.7 % 47.9 % Expected term (in years) 3.0 3.0 2.8 2.6 Risk-free interest rate 4.7 % 4.7 % 1.6 % 0.3 % Expected dividend yield — % — % — % — % A summary of PSU activity for the year ended December 31, 2023 is as follows: Weighted- Average Number Grant Date of PSUs Fair Value Outstanding as of December 31, 2022 1,168,771 $ 14.72 Granted 568,103 14.09 Vested and released (71,588) 12.31 Forfeited (12,018) 13.17 Outstanding as of December 31, 2023 1,653,268 $ 14.55 The weighted-average grant date fair value per share of PSUs granted during the years ended December 31, 2023, 2022, and 2021 was $14.09, $14.30, and $14.65, respectively. The total fair value of PSUs that vested during the years ended December 31, 2023 and 2022 was $0.8 million and $1.7 million, respectively. No PSUs vested during the year ended December 31, 2021. Stock Options Stock options granted under the Company’s equity plans represent the right to purchase one share of the Company’s Class A Common Stock pursuant to the terms of the applicable award agreement. Shares of the Company's Class A Common Stock are delivered to the employee upon exercise, subject to payment of applicable withholding taxes. The Company ceased granting stock options during the year ended December 31, 2020. Stock options previously granted under the Company’s equity plans generally have a ten-year term and vest over a period of four years, provided the individual continues to serve at the Company through the vesting dates. Options granted under all equity plans are exercisable at a price per share not less than the fair market value of the underlying common stock on the date of grant. The estimated fair value of options, including the effect of estimated forfeitures, is recognized over the requisite service period, which is typically the vesting period of each option. The following table summarizes stock option activity under the Company’s share-based compensation plans: Weighted- Weighted- Number of Average Average Aggregate Stock Exercise Contractual Intrinsic Options Price (1) Life Value (in years) (in thousands) Outstanding at December 31, 2022 6,931,372 $ 12.34 3.32 $ 5,786 Granted — — — — Exercised (255,209) 10.58 — — Cancelled (839,857) 12.76 — — Outstanding at December 31, 2023 5,836,306 12.36 2.56 2,920 Vested or expected to vest at December 31, 2023 5,836,306 12.36 2.56 2,920 Exercisable at December 31, 2023 5,836,280 12.36 2.56 2,920 (1) Amounts relating to stock options granted prior to the Separation have not been adjusted to reflect the effect of the Separation on the Company’s stock price. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021 was $0.2 million, $0.9 million, and $2.7 million, respectively. The intrinsic value was calculated as the difference between the fair value of the Company’s Class A Common Stock at the date of exercise and the exercise price of the option issued. The following table sets forth the Company's unrecognized share-based compensation expense, net of estimated forfeitures, as of December 31, 2023, by type of award and the weighted-average period over which that expense is expected to be recognized: Unrecognized Weighted-Average Expense, Net Remaining of Estimated Recognition Forfeitures Period (in thousands) (in years) Type of award: Stock options with time-based vesting $ — 0.03 Restricted stock awards 897 0.46 Time-based restricted stock units 30,988 2.50 Performance-based restricted stock units 5,267 1.13 The total unrecognized share-based compensation cost will be adjusted for future changes in estimated forfeitures. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Income Taxes | 14. Income Taxes Year Ended December 31, 2023 2022 2021 United States $ 226,532 $ 252,422 $ 200,657 Foreign (1,174,601) — — Income (loss) before income taxes $ (948,069) $ 252,422 $ 200,657 The components of the provision for (benefit from) income taxes during the years ended December 31, 2023, 2022, and 2021 consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current taxes: Federal $ — $ — $ — State 10,587 11,618 5,503 Foreign 346 — — Total current taxes 10,933 11,618 5,503 Deferred taxes: Federal 47,864 52,191 (251,367) State 24,693 13,548 (81,927) Foreign — — — Total deferred taxes 72,557 65,739 (333,294) Income tax expense (benefit) $ 83,490 $ 77,357 $ (327,791) During the year ended December 31, 2023, the Company recorded income tax expense of $83.5 million, comprised of non-cash tax expense of $74.1 million and cash tax expense of $9.4 million for state income taxes in certain states in which state taxable income exceeded available net operating losses. During the year ended December 31, 2022, the Company recorded income tax expense of $77.4 million, comprised of non-cash tax expense of $73.4 million and cash tax expense of $4.0 million for state income taxes in certain states in which state taxable income exceeded available net operating losses. Due to the Company’s ability to utilize its net operating losses to offset federal taxable income and taxable income in many states, the majority of the Company’s tax provision is a non-cash tax expense until the Company’s net operating losses have been fully utilized. During the year ended December 31, 2021, the Company recorded income tax benefit of $327.8 million, which primarily pertains to the income tax benefit of million of state income taxes in certain states in which the Company is unable to utilize net operating losses to fully offset taxable income. A reconciliation of income taxes computed using the U.S. federal statutory rate of 21% to that reflected in the consolidated statements of income (loss) Year Ended December 31, 2023 2022 2021 Income tax expense (benefit) using U.S. federal statutory rate $ (199,094) $ 53,009 $ 42,138 Acquisition accounting for VectivBio Acquisition 139,301 — — Foreign tax rate differential 93,394 — — Disallowed transaction costs 3,424 — — Permanent differences 704 (290) 426 State income taxes, net of federal benefit 14,024 16,160 12,554 Executive compensation - Section 162(m) 3,979 2,654 695 Excess tax benefits 1,903 3,613 6,270 Fair market valuation of Note Hedge Warrants and Convertible Note Hedges (5) (50) 325 Tax credits (79) (252) (9) Expiring net operating losses and tax credits 933 1,087 491 Effect of change in state tax rate on deferred tax assets and deferred tax liabilities 2,134 2,581 123 Change in the valuation allowance 22,492 (1,155) (390,804) Other 380 — — Income tax expense (benefit) $ 83,490 $ 77,357 $ (327,791) The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to be in effect for the years in which differences are expected to reverse. Deferred tax assets and liabilities were determined based on the difference between financial statement and tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 105,401 $ 88,769 Tax credit carryforwards 58,437 59,290 Capitalized research and development 18,267 12,683 Share-based compensation 12,323 13,666 Basis difference on collaboration agreement for North America with AbbVie 80,638 95,460 Accruals and reserves 7,149 5,935 Basis difference on Convertible Notes 1,613 2,845 Intangible assets 10,968 5,299 Operating lease liability 4,774 5,337 Other 1,810 1,242 Total deferred tax assets 301,380 290,526 Deferred tax liabilities: Operating lease right-of-use asset (3,407) (3,810) Total deferred tax liabilities (3,407) (3,810) Net deferred tax asset 297,973 286,716 Valuation allowance (85,649) (3,055) Net deferred tax asset $ 212,324 $ 283,661 On a periodic basis, the Company reassesses the valuation allowance on its deferred income tax assets weighing positive and negative evidence to assess the recoverability of the deferred tax assets. As of December 31, 2023, the Company maintained a valuation allowance of $85.6 million on deferred tax assets not expected to be realized, related primarily to deferred tax assets acquired in the VectivBio Acquisition comprised primarily of net operating loss carryforwards in Switzerland, as well as certain tax credits that are expected to expire prior to utilization. As of December 31, 2022, the Company maintained a valuation allowance of $3.1 million on deferred tax assets not expected to be realized, related primarily to certain tax credits that are expected to expire prior to utilization. The valuation allowance increased by $82.6 million during the year ended December 31, 2023 primarily to offset the acquired foreign net operating losses from the VectivBio Acquisition. Additionally, in response to a state tax law change enacted in October 2023, the Company increased its valuation allowance on certain state tax credits that are expected to expire prior to utilization. The valuation allowance decreased by $1.2 million during the year ended December 31, 2022 primarily for certain tax credits that expired unused during 2022. Additionally, the Company increased its reserves for uncertain tax positions by $ million in the second quarter of 2023 in connection with a liability assumed in the VectivBio Acquisition. Subject to the limitations described below, at December 31, 2023, the Company had federal net operating loss carryforwards of $411.8 million, of which $282.2 million is subject to expiration between 2033 and 2038 and $129.6 million may be carried forward indefinitely. As of December 31, 2023, the Company had state net operating loss carryforwards of $352.8 million to offset future state taxable income, which is subject to expiration at various dates through 2039. The Company also had tax credit carryforwards of $62.9 million as of December 31, 2023 to offset future federal and state income taxes, which is subject to expiration at various dates through 2040. The Company had foreign net operating loss carryforwards of $535.5 million, which are subject to expiration at various dates through 2030. Utilization of federal and state net operating loss carryforwards and research and development credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986 (“IRC Section 382”) and with Section 383 of the Internal Revenue Code of 1986, as well as similar state provisions. These ownership changes may limit the amount of net operating loss carryforwards and research and development credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership change, as defined by IRC Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. The following table summarizes the changes in the Company’s unrecognized income tax benefits for the years ended December 31, 2023, 2022, and 2021 (in thousands): December 31, 2023 2022 2021 Balance at the beginning of the period $ 102,625 $ 84,606 $ 68,087 Increases based on tax positions related to the current period 85,446 101,225 83,206 Increases for tax positions assumed in VectivBio Acquisition 11,372 — — Decreases for tax positions in prior periods (101,225) (83,206) (66,687) Balance at the end of the period $ 98,218 $ 102,625 $ 84,606 The Company had gross unrecognized tax benefits of $98.2 million, $102.6 million, and $84.6 million as of December 31, 2023, 2022, and 2021 . total unrecognized tax benefits at December 31, 2023, million would, if recognized, affect the Company’s effective tax rate, and the remaining amount would not affect the Company’s effective tax rate, as it relates to a temporary timing difference. Reserves for uncertain tax positions of $ million and $9.2 million are recorded in other liabilities on the Company’s consolidated balance sheets as of December 31, 2023 and 2022, respectively. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company recognized $1.0 million and an insignificant amount of interest and penalties related to uncertain tax positions during the years ended December 31, 2023 and 2022, respectively. The Company did not recognize any interest and penalties related to uncertain tax positions during the year ended December 31, 2021. As of December 31, 2023 and 2022, $5.2 million and an insignificant amount of interest and penalties have been accrued, respectively. The statute of limitations for assessment by the Internal Revenue Service (“IRS”) and state tax authorities is open for tax years ended December 31, 2020 through the present, although net operating losses generated from years prior to 2020 could be subject to examination and adjustments to the extent utilized in future years. There are currently no federal or state income tax audits in progress. The statute of limitations for assessment for foreign jurisdictions is open for tax years ended December 31, 2019 through the present. There are currently no foreign income tax audits in progress. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Retirement Plans | 15. Retirement Plans Defined Contribution Retirement Plans The Ironwood Pharmaceuticals, Inc. 401(k) Savings Plan is a defined contribution plan in the form of a qualified 401(k) plan in which substantially all employees are eligible to participate upon employment. Subject to certain IRS limits, eligible employees may elect to contribute from 1% to 100% of their compensation. Company contributions to the plan are at the sole discretion of the Company. During the years ended December 31, 2023, 2022 and 2021, the Company provided a matching contribution equal to the greater of: (a) 100% of employee contributions on the first 3% of eligible compensation and 50% of employee contributions on the next 3% of eligible compensation; or (b) 75% of the first $10,000 of employee contributions. During each of the years ended December 31, 2023, 2022, and 2021, the Company recorded $2.2 million of expense related to its 401(k) company match. Defined Benefit Retirement Plans As a result of the VectivBio Acquisition, the Company maintains defined benefit Switzerland and Belgium During the post-acquisition period from June 29, 2023 through December 31, 2023, the Company recognized $1.8 million of expense and $0.9 million of other comprehensive loss related to its defined benefit plans. Employer contributions and employee contributions during the post-acquisition period from June 29, 2023 through December 31, 2023 were $1.2 million and $13.7 million, respectively. As of December 31, 2023 the total fair value of pension plan assets was $33.0 million and the fair values of projected benefit obligations was $37.6 million, resulting in a net liability status of $4.6 million recorded as other liabilities. |
Workforce Reduction and Restruc
Workforce Reduction and Restructuring | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block | |
Workforce Reduction and Restructuring | 16. Workforce Reductions and Restructuring In April 2023, the Company reduced its workforce by approximately 10% of its headquarters-based personnel in an effort to further strengthen the operational efficiency of the organization. The workforce reduction was substantially completed during the second quarter of 2023. The Company recorded $3.4 million of restructuring expenses and adjustments, which are primarily comprised of employee severance, benefits and related costs, during the year ended December 31, 2023. In June 2023, the Company commenced the elimination of certain positions in connection with the VectivBio Acquisition. The majority of the eliminations were initiated in June 2023 and the remaining eliminations were substantially completed during the third quarter of 2023. The Company recorded $14.9 million of restructuring expenses, which are primarily comprised of employee severance, benefits and related costs, during the year ended December 31, 2023. The following table summarizes the accrued liabilities activity recorded in connection with the reductions in workforce and related restructuring activities during the year ended December 31, 2023 (in thousands): Amounts Amounts Accrued at Accrued at December 31, 2022 Charges Amount Paid Adjustments December 31, 2023 Headquarters-based workforce reduction $ — $ 2,540 $ (2,232) $ (38) $ 270 VectivBio Acquisition-related workforce reduction — 14,903 (7,181) 380 8,102 Total $ — $ 17,443 $ (9,413) $ 342 $ 8,372 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block | |
Selected Quarterly Financial Data (Unaudited) | 17. Selected Quarterly Financial Data (Unaudited) The following table contains quarterly financial information for the years ended December 31, 2023 and 2022. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. First Second Third Fourth Total Quarter Quarter Quarter Quarter Year (in thousands, except per share data) 2023 Total revenues $ 104,061 $ 107,382 $ 113,739 $ 117,553 $ 442,735 Total cost and expenses 43,964 1,190,521 73,716 79,964 1,388,165 Other income (expense), net 5,764 6,917 (8,091) (7,229) (2,639) Net income (loss) 45,714 (1,089,478) 13,950 (1,745) (1,031,559) Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. 45,714 (1,062,187) 15,321 (1,087) (1,002,239) Comprehensive income (loss) attributable to Ironwood Pharmaceuticals, Inc. 45,714 (1,062,187) 14,569 (3,303) (1,005,207) Net income (loss) per share—basic (1) 0.30 (6.84) 0.10 (0.01) (6.45) Net income (loss) per share—diluted (1) 0.25 (6.84) 0.09 (0.01) (6.45) (1) The summation of quarterly diluted net income per share does not equate to the calculation for the full fiscal year, as quarterly calculations are performed on a discrete basis. First Second Third Fourth Total Quarter Quarter Quarter Quarter Year (in thousands, except per share data) 2022 Total revenues $ 97,529 $ 97,231 $ 108,637 $ 107,199 $ 410,596 Total cost and expenses 39,683 41,576 40,164 38,836 160,259 Other expense, net (1,381) (1,870) 1,434 3,902 2,085 Net income and comprehensive income 38,801 37,080 50,317 48,867 175,065 Net income per share—basic (1) 0.25 0.24 0.33 0.32 1.13 Net income per share—diluted (1) 0.21 0.21 0.28 0.27 0.96 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Policy Text Blocks | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements as of December 31, 2023 include the accounts of Ironwood, its wholly-owned subsidiaries, Ironwood Pharmaceuticals Securities Corporation and Ironwood Pharmaceuticals GmbH, as well as Ironwood Pharmaceuticals GmbH’s wholly-owned subsidiaries, VectivBio AG, VectivBio Comet AG, GlyPharma Therapeutic Inc. and VectivBio US, Inc. All intercompany transactions and balances are eliminated in consolidation. For consolidated entities in which the Company owns less than 100% of the outstanding shares, the Company records net income (loss) and comprehensive income (loss) attributable to noncontrolling interests in its consolidated statements of income (loss) and comprehensive income (loss), respectively, equal to the percentage of the common stock ownership interest retained in such entities by the noncontrolling parties. The Company reports noncontrolling interests in consolidated entities as a component of equity separate from the Company’s equity. The Company acquired control of VectivBio on June 29, 2023 (Note 3). Accordingly, the accompanying consolidated financial statements reflect the results of operations and cash flows of VectivBio from the acquisition date through December 31, 2023. Net income (loss) and comprehensive income (loss) attributable to noncontrolling interests was recorded during the period between the acquisition date and the completion of the squeeze-out merger on December 12, 2023 (Note 1). As of December 31, 2023, there were no remaining noncontrolling interests in consolidated entities. |
Segment Information | Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company currently operates in one reportable business segment – human therapeutics. |
Reclassifications | Reclassifications Certain prior period financial statement items have been reclassified to conform to current period presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the amounts of revenues and expenses during the reported periods. On an ongoing basis, the Company’s management evaluates its estimates, judgments and methodologies. Estimates and assumptions in the consolidated financial statements include those related to fair value of assets acquired and liabilities assumed in acquisitions; revenue recognition; accounts receivable; useful lives of long-lived assets, impairment of long-lived assets, including goodwill; valuation procedures for right-of-use assets and operating lease liabilities; fair value of derivatives; income taxes, including uncertain tax positions and the valuation allowance for deferred tax assets; research and development expenses; contingencies; defined benefit pension liability; and share-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investment instruments with a remaining maturity when purchased of three months or less to be cash equivalents. Investments qualifying as cash equivalents primarily consist of money market funds, repurchase agreements, commercial paper, and corporate bonds. The carrying amount of cash equivalents approximates fair value. The amount of cash equivalents included in cash and cash equivalents was $58.7 million and $650.2 million at December 31, 2023 and 2022, respectively. |
Restricted Cash | Restricted Cash The Company is contingently liable under unused letters of credit with a bank, related to the Company’s facility lease and vehicle lease agreements. Collateral used to secure letters of credit is classified as restricted cash. The amount of restricted cash in current assets and non-current assets was $1.3 million and $0.5 million at December 31, 2022, respectively. There was no restricted cash as of December 31, 2023. |
Concentrations of Suppliers | Concentrations of Suppliers The Company relies on its collaboration partners and their suppliers to manufacture linaclotide API, linaclotide finished drug product, and finished goods. If any of the Company’s collaboration partners and their suppliers were to limit or terminate production or otherwise fail to meet the quality or delivery requirements needed to satisfy the supply commitments, the process of locating and qualifying alternate sources could require up to several months, during which time production could be delayed. Such delays could have a material adverse effect on the Company’s business, financial position and results of operations. |
Accounts Receivable | Accounts Receivable The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for credit losses when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed. The Company’s receivables relate primarily to amounts reimbursed under its collaboration, license, and other agreements. The Company believes that credit risks associated with these partners are not significant. The Company reviews the need for an allowance for credit losses for its receivables based on various factors including payment history and historical bad debt experience. The Company had no allowance for credit losses as of December 31, 2023 or 2022. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents, restricted cash, and accounts receivable. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and the Company believes that such funds are subject to minimal credit risk. The Company has adopted an investment policy which limits the amounts the Company may invest in certain types of investments, and requires all investments held by the Company to be at least A- rated, thereby reducing credit risk exposure. Accounts receivable primarily consists of amounts due under the linaclotide collaboration agreement with AbbVie for North America (Note 5). The Company does not obtain collateral for its accounts receivable. The percentages of revenue recognized from significant collaborative partners of the Company in the years ended December 31, 2023, 2022 and 2021 and the account receivable balances, net of any payables due, at December 31, 2023 and 2022 are included in the following table: Accounts Receivable Revenue December 31, Year Ended December 31, 2023 2022 2023 2022 2021 Collaborative Partner: AbbVie (North America and Europe) 87 % 80 % 98 % 98 % 98 % |
Property and Equipment | Property and Equipment Property and equipment, including leasehold improvements, are recorded at cost, and are depreciated when placed into service using the straight-line method based on their estimated useful lives as follows: Estimated Useful Life Asset Description (In Years) Laboratory equipment 5 Computer and office equipment 3 Furniture and fixtures 7 Software 3 Included in property and equipment are certain costs of software obtained for internal use. Costs incurred during the preliminary project stage are expensed as incurred, while costs incurred during the application development stage are capitalized and amortized over the estimated useful life of the software. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Maintenance and training costs related to software obtained for internal use are expensed as incurred. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the lease term. Costs for capital assets not yet placed into service have been capitalized as construction in process, and will be depreciated in accordance with the above guidelines once placed into service. Maintenance and repair costs are expensed as incurred. |
Intangible Assets | Intangible Assets Intangible assets are comprised of the assembled workforce acquired in the VectivBio Acquisition and are amortized on a straight-line basis over an estimated useful life of five years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company regularly reviews the carrying amount of its long-lived assets to determine whether indicators of impairment may exist, which warrant adjustments to carrying values or estimated useful lives. If indications of impairment exist, projected future undiscounted cash flows associated with the asset are compared to the carrying amount to determine whether the asset’s value is recoverable. If the carrying value of the asset exceeds such projected undiscounted cash flows, the asset will be written down to its estimated fair value. |
Income Taxes | Income Taxes The Company provides for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization. The Company accounts for uncertain tax positions recognized in the consolidated financial statements in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 740, Income Taxes |
Financing Costs | Financing Costs Financing costs include costs directly attributable to the Company’s offerings of its equity securities and its debt financings. Costs attributable to equity offerings are charged as a reduction to stockholders’ equity against the proceeds of the offering once the offering is completed. Costs attributable to debt financings are deferred and amortized to interest expense over the term of the debt using the effective interest method. In accordance with ASC Topic 835, Interest |
Leases | Leases The Company’s lease portfolio for the year ended December 31, 2023 included: an office lease for its headquarters location and other locations, vehicle leases for its salesforce representatives, and leases for computer and office equipment. The Company determines if an arrangement is a lease at the inception of the contract and determines the classification of its leases at lease commencement. The asset component of the Company’s operating leases is recorded as operating lease right-of-use assets, and the liability component is recorded as current portion of operating lease liabilities and operating lease liabilities, net of current portion in the Company’s consolidated balance sheets. As of December 31, 2023, the Company did not record any finance leases. Right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. The lease term used to measure the right-of-use asset and operating lease liability may include options to extend the lease when it is reasonably certain that the Company will exercise the option. The Company accounts for lease components and non-lease components together as a single lease component for the asset class of right-of-use real estate assets. The Company uses an incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments, if an implicit rate of return is not readily determinable. Operating lease right-of-use assets are adjusted for prepaid rent, initial direct costs, and lease incentives. Right-of-use assets and operating lease liabilities are remeasured upon reassessment events and modifications to leases using the present value of remaining lease payments and estimated incremental borrowing rate at the time of remeasurement, as applicable. Operating lease cost is recognized on a straight-line basis over the lease term, and includes amounts related to short-term leases. The Company has elected to not recognize lease terms with a term of twelve months or less on its balance sheet for all classes of underlying asset types. The Company recognizes variable lease payments as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. |
Derivative Assets and Liabilities | Derivative Assets and Liabilities In June 2015, the Company issued Convertible Senior Notes due 2026 (the “2026 Convertible Notes”, and together with the 2022 Convertible Notes and the 2024 Convertible Notes, the “Convertible Senior Notes”). I Derivatives and Hedging These derivatives are recorded as assets or liabilities at fair value each reporting date and the fair value is determined using the Black-Scholes option-pricing model. The changes in fair value are recorded as a component of other (expense) income in the consolidated statements of income. Significant inputs used to determine the fair value include the price per share of the Company’s Class A Common Stock, expected terms of the derivative instruments, strike prices of the derivative instruments, risk-free interest rates, and expected volatility of the Company’s Class A Common Stock. Changes to these inputs could materially affect the valuation of the derivative instruments. In August 2019, in connection with the issuance of the 2024 Convertible Notes and the 2026 Convertible Notes, the Company entered into the Capped Calls. The Capped Calls cover the same number of shares of Class A Common Stock that initially underlie the 2024 Convertible Notes and the 2026 Convertible Notes (subject to anti-dilution and certain other adjustments). These instruments meet the conditions outlined in ASC 815 to be classified in stockholders’ equity (deficit) and are not subsequently remeasured as long as the conditions for equity classification continue to be met. |
Share Repurchases | Share Repurchases The Company accounts for repurchases of its Class A Common Stock on the trade date by recording the excess of the repurchase price over the par value entirely to additional paid-in capital. All repurchased shares are retired or constructively retired. Issued and outstanding shares are reduced by shares repurchased. |
Revenue Recognition | Revenue Recognition The Company’s revenues are generated primarily through collaborative arrangements and license agreements related to the research and development and commercialization of linaclotide. The terms of the collaborative research and development, license, co-promotion and other agreements contain multiple performance obligations which may include (i) licenses, (ii) research and development activities, including participation on joint steering committees, (iii) the manufacture of finished drug product, API, or development materials for a partner, which are reimbursed at a contractually determined rate, and (iv) education or co-promotion activities by the Company’s clinical sales specialists. Non-refundable payments to the Company under these agreements may include (i) up-front license fees, (ii) payments for research and development activities, (iii) payments for the manufacture of finished drug product, API, or development materials, (iv) payments based upon the achievement of certain milestones, (v) payments for sales detailing, promotional support services and medical education initiatives, and (vi) royalties on product sales. The Company receives its share of the net profits or bears its share of the net losses from the sale of linaclotide in the U.S. through its collaboration agreement with AbbVie for North America. The Company has adopted a policy to recognize revenue net of tax withholdings, as applicable. Collaboration, License, and Other Commercial Agreements Upon licensing intellectual property to a customer, the Company determines if the license is distinct from the other performance obligations identified in the arrangement. The Company recognizes revenues from the transaction price, including non-refundable, up-front fees allocated to the license when the license is transferred to the customer if the license has distinct benefit to the customer. For licenses that are combined with other promises, the Company assesses the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. For performance obligations that are satisfied over time, the Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company’s license and collaboration agreements include milestone payments, such as development and other milestones. The Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method at the inception of the agreement. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. The Company re-evaluates the probability of achievement of such milestones and any related constraint at each reporting period, and any adjustments are recorded on a cumulative catch-up basis. Agreements that include the supply of API or drug product for either clinical development or commercial supply at the customer’s discretion are generally considered as options. The Company assesses if these options provide a material right to its partner, and if so, they are accounted for as separate performance obligations. If the Company is entitled to additional payments when the customer exercises these options, any additional payments are recorded as revenue when the customer obtains control of the goods, which is typically upon shipment for sales of API and finished drug product. For agreements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue when the related sales occur in accordance with the sales-based royalty exception. Net Profit or Net Loss Sharing In accordance with ASC Topic 808, Collaborative Arrangements Revenue from Contracts with Customers The Company’s collaborative arrangements revenues generated from sales of LINZESS in the U.S. are considered akin to sales-based royalties. In accordance with the sales-based royalty exception, the Company recognizes its share of the pre-tax commercial net profit or net loss generated from the sales of LINZESS in the U.S. in the period the product sales are earned, as reported by AbbVie, and related cost of goods sold and selling, general and administrative expenses as incurred by the Company and AbbVie. These amounts are partially determined based on amounts provided by AbbVie and involve the use of estimates and judgments, such as product sales allowances and accruals related to prompt payment discounts, chargebacks, governmental and contractual rebates, wholesaler fees, product returns, and co-payment assistance costs, which could be adjusted based on actual results in the future. The Company is highly dependent on AbbVie for timely and accurate information regarding net revenues from sales of LINZESS in the U.S. in accordance with both ASC 808 and ASC 606, and the related costs, in order to accurately report its results of operations. If the Company does not receive timely and accurate information or incorrectly estimates activity levels associated with the collaboration at a given point in time, the Company could be required to record adjustments in future periods. In accordance with ASC 606-10-55, Principal Agent Considerations Sale of Active Pharmaceutical Ingredient The Company is not currently responsible for the supply of linaclotide API, finished drug product, finished goods or development materials to its partners, though the Company may provide development materials to certain of its partners on a periodic basis. Sales of such development materials have been and are expected to continue to be immaterial. The Company recognizes revenue on linaclotide API, finished drug product, finished goods, and development materials when control has transferred to the partner, which generally occurs upon shipment after the material passed all quality testing required for acceptance by the partner. Other The Company’s deferred revenue balance consists of advance billings and payments received from collaboration partners in excess of revenue recognized. |
Cost of Revenues | Cost of Revenues Cost of revenues includes cost related to the sales of linaclotide API, finished drug product, and finished goods and are generally recognized upon shipment to certain of the Company’s partners outside of the U.S. The Company’s cost of revenues for linaclotide consists of the internal and external costs of producing such API, finished drug product, and finished goods. |
Research and Development Costs | Research and Development Costs The Company generally expenses research and development costs to operations as incurred. The Company capitalizes nonrefundable advance payments made by the Company for research and development activities and defers expense recognition until the related goods are received or the related services are performed. Research and development expenses are comprised of costs incurred in performing research and development activities, including salary, benefits, share-based compensation, and other employee-related expenses; laboratory supplies and other direct expenses; facilities expenses; overhead expenses; third-party contractual costs relating to nonclinical studies and clinical trial activities and related contract manufacturing expenses, development of manufacturing processes and regulatory registration of third-party manufacturing facilities; licensing fees for the Company’s product candidates; and other outside expenses. The Company has certain collaboration agreements pursuant to which it shares or has shared research and development expenses related to linaclotide. The Company records expenses incurred under such linaclotide collaboration arrangements as research and development expense. Under the Company’s collaboration agreement with AbbVie for North America, the Company is reimbursed for certain research and development expenses and nets these reimbursements against its research and development expenses as incurred. Research and development expense includes up-front payment, non-contingent payment, and milestone payment obligations under the COUR Collaboration Agreement (Note 5). Expense is recognized when the obligation is determined to be probable. |
Restructuring Expenses | Restructuring Expenses Restructuring expenses are comprised primarily of costs associated with exit and disposal activities in accordance with ASC Topic 420, Exit or Disposal Cost Obligations Compensation – Nonretirement Postemployment Benefits |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses The Company expenses selling, general and administrative costs to operations as incurred. Selling, general and administrative expenses consist primarily of compensation, benefits and other employee-related expenses for personnel in the Company’s administrative, finance, legal, information technology, business development, commercial, sales, marketing, communications and human resources functions. Other costs include the legal costs of pursuing patent protection of the Company’s intellectual property, general and administrative related facility costs, insurance costs and professional fees for accounting, tax, consulting, legal and other services. The Company includes AbbVie’s selling, general and administrative cost-sharing payments in the calculation of the net profits and net losses from the sale of LINZESS in the U.S. and presents the net payment to or from AbbVie as collaboration expense or collaborative arrangements revenue, respectively. |
Share-Based Compensation Expense | Share-Based Compensation Expense The Company grants awards under its share-based compensation programs, including stock awards, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) (including both time-based and performance-based RSUs), stock options, and shares issued under the Company’s employee stock purchase plan (“ESPP”). Share-based compensation is recognized as expense in the consolidated statements of income based on the grant date fair value over the requisite service period, net of estimated forfeitures. The Company estimates forfeitures over the requisite service period using historical forfeiture activity and records share-based compensation expense only for those awards that are expected to vest. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model, which requires the use of subjective assumptions including volatility and expected term, among others. The fair value of stock awards, RSAs, and RSUs is based on the market value of the Company’s Class A Common Stock on the date of grant, with the exception of performance-based RSUs with market conditions, which are measured using the Monte Carlo simulation method on the date of grant (Note 13). Discounted stock purchases under the Company’s ESPP are valued on the first date of the offering period using the Black-Scholes option-pricing model to compute the fair value of the lookback provision plus the purchase discount. For awards that vest based on service conditions and market conditions, the Company uses a straight-line method to recognize compensation expense over the respective service period. For awards that contain performance conditions, the Company determines the appropriate amount to expense at each reporting date based on the anticipated achievement of performance targets, which requires judgement, including forecasting the achievement of future specified targets. At the date performance conditions are determined to be probable of achievement, the Company records a cumulative expense catch-up, with remaining expense amortized over the remaining service period. Throughout the performance period, the Company re-assesses the estimated performance and updates the number of performance-based awards that it believes will ultimately vest. Discounted stock purchases under the Company’s ESPP are recognized over the offering period. Compensation expense related to modified awards is measured based on the fair value for the awards as of the modification date. Any incremental compensation expense arising from the excess of the fair value of the awards on the modification date compared to the fair value of the awards immediately before the modification date is recognized at the modification date or ratably over the requisite remaining service period, as appropriate. While the assumptions used to calculate and account for share-based compensation awards represent management’s best estimates, these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if revisions are made to the Company’s underlying assumptions and estimates, the Company’s share-based compensation expense could vary significantly from period to period. |
Patent Costs | Patent Costs The Company incurred and recorded as operating expense legal and other fees related to patents of $1.8 million, $1.3 million, and $1.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. These costs were charged to selling, general and administrative expenses as incurred. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per common share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution beyond common shares for basic net income (loss) per share that could occur if securities or other contracts to issue common shares were exercised, converted into common shares, or resulted in the issuance of common shares that would have shared in the Company’s earnings. |
Foreign Currency Translation | Foreign Currency Translation For subsidiaries with a different functional currency than the U.S. dollar, assets and liabilities are translated at the exchange rate as of the balance sheet date and income and expense items are translated at the average exchange rate for the reporting period. Adjustments resulting from the translation of the financial statements of foreign subsidiaries are recorded in accumulated comprehensive income (loss), a separate component of stockholders’ equity. |
Acquisitions | Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated into a single identifiable asset or group of similar identifiable assets. The Company accounts for business combinations using the acquisition method of accounting, which requires the acquiring entity to recognize the fair value of assets acquired and liabilities assumed and establishes the acquisition date as the fair value measurement point. The Company determines the fair value of assets acquired and liabilities assumed based on management’s estimate of the fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Transaction costs are expensed as incurred. The Company accounts for asset acquisitions that are not determined to be a business combination by recognizing net assets based on the consideration paid, inclusive of transaction costs, on a relative fair value basis. In an asset acquisition, the cost allocated to acquired in-process research and development (“IPR&D”) with no alternative future use is charged to research and development expense at the acquisition date. The Company classifies asset acquisitions of acquired IPR&D as investing activities on its consolidated statements of cash flows. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes foreign currency translation adjustments and certain changes in the fair value of pension plan assets and projected benefit obligation attributed to the Company’s defined benefit pension plans. Accumulated other comprehensive income (loss) is presented as a separate component of stockholders’ equity (deficit). |
Subsequent Events | Subsequent Events The Company considers events or transactions that have occurred after the balance sheet date of December 31, 2023, but prior to the filing of the financial statements with the Securities and Exchange Commission (“SEC”) to provide additional evidence relative to certain estimates or to identify matters that require additional recognition or disclosure. Subsequent events have been evaluated through the filing of the financial statements accompanying this Annual Report on Form 10-K. |
New Accounting Pronouncements | New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company did not adopt any new accounting pronouncements during the year ended December 31, 2023 that had a material effect on its consolidated financial statements. In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280) (“ ”). In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the consolidated financial statements upon future adoption. During the year ended December 31, 2022, the Company adopted the following accounting pronouncement that had a material effect on its consolidated financial statements: In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective approach, which resulted in a cumulative-effect December 31, 2021 Effect of the Adoption January 1, 2022 Consolidated Balance Sheet As Reported of ASU 2020-06 As Adjusted Deferred tax assets $ 333,294 $ 16,855 $ 350,149 Current portion of convertible senior notes 116,858 3,581 120,439 Long-term portion of convertible senior notes 337,333 57,324 394,657 Additional paid-in-capital 1,543,357 (110,217) 1,433,140 Retained earnings (937,608) 66,167 (871,441) Interest expense recognized in subsequent periods is reduced as a result of accounting for convertible debt instruments as a single liability measured at amortized cost, with a decrease of The adoption of ASU 2020-06 does not impact the Company’s liquidity or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Table Text Blocks | |
Schedule of percentages of revenue and accounts receivable recognized from significant customers | Accounts Receivable Revenue December 31, Year Ended December 31, 2023 2022 2023 2022 2021 Collaborative Partner: AbbVie (North America and Europe) 87 % 80 % 98 % 98 % 98 % |
Schedule of property and equipment | Estimated Useful Life Asset Description (In Years) Laboratory equipment 5 Computer and office equipment 3 Furniture and fixtures 7 Software 3 December 31, 2023 2022 Software $ 1,652 $ 5,414 Leasehold improvements 7,407 7,407 Laboratory equipment 1,327 1,327 Furniture and fixtures 1,747 1,542 Computer and office equipment 2,341 1,362 14,474 17,052 Less accumulated depreciation and amortization (8,889) (10,764) $ 5,585 $ 6,288 |
Schedule of ASU 2020-06 cumulative-effect adjustment | December 31, 2021 Effect of the Adoption January 1, 2022 Consolidated Balance Sheet As Reported of ASU 2020-06 As Adjusted Deferred tax assets $ 333,294 $ 16,855 $ 350,149 Current portion of convertible senior notes 116,858 3,581 120,439 Long-term portion of convertible senior notes 337,333 57,324 394,657 Additional paid-in-capital 1,543,357 (110,217) 1,433,140 Retained earnings (937,608) 66,167 (871,441) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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Schedule of asset acquisition | Cash consideration paid to selling shareholders (1) $ 1,041,391 Cash consideration paid to settle VectivBio restricted stock units (“RSUs”) and stock options (2) 78,003 Cash consideration paid to settle VectivBio warrants (3) 3,720 Transaction costs 26,270 Fair value of noncontrolling interest (4) 26,218 Total purchase consideration $ 1,175,602 (1) The cash consideration paid to selling shareholders was determined based on the total number of VectivBio Shares tendered at closing of 61,258,315 at a per share price of $17.00 . (2) The cash consideration paid to settle VectivBio RSUs and stock options issued under VectivBio’s equity incentive plans was determined based on the total number of underlying VectivBio Shares of 8,904,171 at a per share price of $17.00 , less the exercise price for stock options. (3) The cash consideration paid to settle VectivBio warrants was determined based on the total number of VectivBio warrant shares outstanding at close of 324,190 at a per share price of $11.4757 calculated as the per share price of $17.00 , less the exercise price of $5.5243 per share. (4) The fair value of the noncontrolling interest was determined based on the total number of VectivBio Shares outstanding at closing of 1,547,723 at the closing date of the tender offer, using the VectivBio closing share price on June 28, 2023 of $16.94 . Assets acquired Cash and cash equivalents $ 123,340 Prepaid expenses and other current assets 10,867 Property and equipment 126 Intangible assets 4,100 Acquired in-process research and development 1,095,449 Total assets acquired $ 1,233,882 Liabilities assumed Current liabilities 42,377 Other liabilities 15,903 Total liabilities assumed $ 58,280 Net assets acquired $ 1,175,602 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Table Text Blocks | |
Schedule of computation of basic and diluted net loss per common share | Year Ended December 31, 2023 (1) 2022 2021 Numerator: Net income (loss) $ (1,031,559) $ 175,065 $ 528,448 Less: Net income (loss) attributable to noncontrolling interests (29,320) — — Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. (1,002,239) 175,065 528,448 Add back interest expense, net of tax benefit, on assumed conversion of 2024 Convertible Notes — 1,781 — Add back interest expense, net of tax benefit, on assumed conversion of 2026 Convertible Notes — 2,668 — Numerator used in computing net income (loss) per share — diluted $ (1,002,239) $ 179,514 $ 528,448 Denominator: Weighted average number of common shares outstanding used in computing net income (loss) per share — basic 155,435 154,366 162,245 Effect of dilutive securities: Stock options — 306 488 Time-based restricted stock units — 1,375 1,422 Performance-based restricted stock units — 282 146 Restricted stock — 115 117 Shares subject to issuance under Employee Stock Purchase Plan — — — 2024 Convertible Notes assumed conversion — 14,934 — 2026 Convertible Notes assumed conversion — 14,934 — Dilutive potential common shares Weighted average number of common shares outstanding used in computing net income (loss) per share — diluted 155,435 186,312 164,418 Net income (loss) per share — basic $ (6.45) $ 1.13 $ 3.26 Net income (loss) per share — diluted $ (6.45) $ 0.96 $ 3.21 (1) The Company incurred a net loss during the year ended December 31, 2023 and therefore did not differentiate basic and diluted earnings per share, as the effect of dilutive securities would be anti-dilutive. |
Schedule of potentially dilutive securities that have been excluded from computation of diluted weighted average shares outstanding | Year Ended December 31, 2023 2022 2021 Stock options 4,829 6,152 7,701 Time-based restricted stock units 28 10 102 Performance-based restricted stock units 216 1,182 121 Note Hedge Warrants 2,514 8,318 8,318 2022 Convertible Notes — — 8,318 2024 Convertible Notes — — 14,934 2026 Convertible Notes — — 14,934 Total 7,587 15,662 54,428 |
Collaboration, License, and O_2
Collaboration, License, and Other Agreements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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Schedule of revenue attributable to transactions from collaboration and license arrangements | Year Ended December 31, Collaborative Arrangements Revenue 2023 2022 2021 Linaclotide Collaboration and License Agreements: AbbVie (North America) $ 433,242 $ 401,498 $ 403,085 AbbVie (Europe and other) 2,779 2,444 2,558 AstraZeneca (China, including Hong Kong and Macau) 430 635 743 Astellas (Japan) 1,799 2,001 2,232 Other Agreements: Alnylam (GIVLAARI) — 2,194 2,411 AKP (apraglutide) 2,009 — — Other 2,476 1,824 1,755 Total collaborative arrangements revenue $ 442,735 $ 410,596 $ 412,784 Sale of API Linaclotide Agreements: Astellas (Japan) $ — $ — $ 149 AstraZeneca (China, including Hong Kong and Macau) — — 597 Other — — 223 Total sale of API $ — $ — $ 969 |
AbbVie Plc | |
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Schedule of revenue attributable to transactions from collaboration and license arrangements | Year Ended December 31, 2023 2022 2021 Collaborative arrangements revenue related to sales of LINZESS in the U.S. $ 430,463 $ 398,767 $ 400,371 Royalty revenue 2,779 2,731 2,714 Total collaborative arrangements revenue $ 433,242 $ 401,498 $ 403,085 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Table Text Blocks | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 45,939 $ 45,939 $ — $ — U.S. Treasury securities 10,507 — 10,507 — Commercial paper 2,240 — 2,240 — Total assets measured at fair value $ 58,686 $ 45,939 $ 12,747 $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents: Money market funds $ 250,313 $ 250,313 $ — $ — Repurchase agreements 261,075 — 261,075 — Commercial paper 138,809 — 138,809 — Restricted cash: Money market funds 1,735 1,735 — — Total assets measured at fair value $ 651,932 $ 252,048 $ 399,884 $ — Liabilities: Note hedge warrants $ 19 $ — $ — $ 19 Total liabilities measured at fair value $ 19 $ — $ — $ 19 |
Schedule of assumptions used in fair market valuations | December 31, 2022 Risk-free interest rate (1) 4.5 % Expected term 0.3 Stock price (2) $ 12.39 Strike price (3) $ 18.82 Common stock volatility (4) 27.1 % Dividend yield (5) — % (1) Based on U.S. Treasury yield curve, with terms commensurate with the expected term of the Note Hedge Warrants. (2) The closing price of the Company’s Class A Common Stock on the last trading day of the quarter ended December 31, 2022. (3) As per the agreements for the Note Hedge Warrants. (4) Expected volatility based on historical volatility of the Company’s Class A Common Stock. (5) The Company has not paid and does not anticipate paying cash dividends on its shares of common stock in the foreseeable future; therefore, the expected dividend yield is assumed to be zero . |
Schedule of the change in Level 3 assets | Convertible Note Hedge Note Hedges Warrants Balance at December 31, 2021 $ 1,115 $ (1,316) Change in fair value, recorded as a component of gain (loss) on derivatives (1,115) 1,297 Balance at December 31, 2022 $ — $ (19) Change in fair value, recorded as a component of gain on derivatives — 19 Balance at December 31, 2023 $ — $ — |
Schedule of the change in Level 3 liabilities | Convertible Note Hedge Note Hedges Warrants Balance at December 31, 2021 $ 1,115 $ (1,316) Change in fair value, recorded as a component of gain (loss) on derivatives (1,115) 1,297 Balance at December 31, 2022 $ — $ (19) Change in fair value, recorded as a component of gain on derivatives — 19 Balance at December 31, 2023 $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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Schedule of components of lease cost and supplemental cash flow information | Year Ended December 31, 2023 2022 2021 Operating lease cost $ 2,507 $ 2,509 $ 2,520 Short-term lease cost 1,241 1,070 960 Total lease cost $ 3,748 $ 3,579 $ 3,480 Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 3,065 $ 3,114 $ 3,128 Weighted-average remaining lease term of operating leases (in years) 6.4 7.3 8.3 Weighted-average discount rate of operating leases 5.8 % 5.8 % 5.8 % |
Schedule of future minimum lease payments under non-cancelable operating leases | 2024 $ 3,126 2025 3,189 2026 3,252 2027 3,317 2028 3,384 2029 and thereafter 4,901 Total future minimum lease payments 21,169 Less: present value adjustment (3,500) Operating lease liabilities 17,669 Less: current portion of operating lease liabilities (3,126) Operating lease liabilities, net of current portion $ 14,543 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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Schedule of property and equipment | Estimated Useful Life Asset Description (In Years) Laboratory equipment 5 Computer and office equipment 3 Furniture and fixtures 7 Software 3 December 31, 2023 2022 Software $ 1,652 $ 5,414 Leasehold improvements 7,407 7,407 Laboratory equipment 1,327 1,327 Furniture and fixtures 1,747 1,542 Computer and office equipment 2,341 1,362 14,474 17,052 Less accumulated depreciation and amortization (8,889) (10,764) $ 5,585 $ 6,288 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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Schedule of accrued expenses and other current liabilities | December 31, 2023 2022 Accrued compensation and benefits $ 19,937 $ 12,268 Accrued interest 5,953 188 Accrued restructuring liabilities 8,303 — Accrued taxes 1,244 656 Other 8,817 3,588 Total accrued expenses and other current liabilities $ 44,254 $ 16,700 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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Schedule of outstanding convertible senior notes | 2023 2022 Principal: 2024 Convertible Notes $ 200,000 $ 200,000 2026 Convertible Notes 200,000 200,000 Less: unamortized debt issuance costs (2,131) (3,749) Net carrying amount $ 397,869 $ 396,251 |
Schedule of future minimum payments details of debt | 2024 $ 203,750 2025 3,000 2026 201,500 Total future minimum payments under the convertible senior notes 408,250 Less: amounts representing interest (8,250) Less: unamortized debt issuance costs (2,131) Convertible senior notes balance $ 397,869 |
Secured Debt | |
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Schedule of interest expense | Year Ended December 31, 2023 Contractual interest expense $ 14,718 Amortization of debt issuance costs 442 Other financing costs 101 Total interest expense $ 15,261 |
Convertible Senior Notes | |
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Schedule of interest expense | Year Ended December 31, 2023 2022 2021 Contractual interest expense $ 4,500 $ 5,745 $ 7,216 Amortization of debt issuance costs 1,618 1,853 1,678 Amortization of debt discount — — 22,256 Total interest expense $ 6,118 $ 7,598 $ 31,150 |
Employee Stock Benefit Plans (T
Employee Stock Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Table Text Blocks | |
Summary of expense recognized for share-based compensation arrangements | Year Ended December 31, 2023 2022 2021 Stock options $ 226 $ 1,471 $ 3,154 Time-based restricted stock units 19,829 17,643 14,539 Performance-based restricted stock units 9,321 5,008 1,295 Restricted stock awards 1,997 2,439 2,684 Employee stock purchase plan 502 412 419 Stock awards 130 75 190 VectivBio Holding AG stock options and RSUs accelerated upon change in control 27,548 — — Total share-based compensation expense $ 59,553 $ 27,048 $ 22,281 |
Share-based compensation expense reflected in the condensed consolidated statements of operations | Year Ended December 31, 2023 2022 2021 Share-based compensation expense: Research and development $ 17,448 $ 4,936 $ 4,849 Selling, general and administrative 41,194 22,112 17,323 Restructuring expenses 911 — 109 Total share-based compensation expense included in operating expenses 59,553 27,048 22,281 Income tax benefit 2,964 1,644 — Total share-based compensation expense, net of tax $ 56,589 $ 25,404 $ 22,281 |
Schedule of weighted-average assumptions used to estimate the fair value of Relative TSR PSUs and Absolute TSR PSUs | Year Ended December 31, 2023 2022 2021 Relative Absolute Relative Relative TSR PSUs TSR PSUs TSR PSUs TSR PSUs Fair value of common stock $ 11.39 $ 10.74 $ 11.13 $ 11.39 Expected volatility 37.0 % 37.0 % 41.7 % 47.9 % Expected term (in years) 3.0 3.0 2.8 2.6 Risk-free interest rate 4.7 % 4.7 % 1.6 % 0.3 % Expected dividend yield — % — % — % — % |
Summary of restricted stock activity | Weighted- Average Number of Grant Date Shares Fair Value Unvested as of December 31, 2022 189,118 $ 11.22 Granted 178,800 10.77 Vested (189,118) 11.22 Forfeited — — Unvested as of December 31, 2023 178,800 $ 10.77 |
Summary of stock option activity | Weighted- Weighted- Number of Average Average Aggregate Stock Exercise Contractual Intrinsic Options Price (1) Life Value (in years) (in thousands) Outstanding at December 31, 2022 6,931,372 $ 12.34 3.32 $ 5,786 Granted — — — — Exercised (255,209) 10.58 — — Cancelled (839,857) 12.76 — — Outstanding at December 31, 2023 5,836,306 12.36 2.56 2,920 Vested or expected to vest at December 31, 2023 5,836,306 12.36 2.56 2,920 Exercisable at December 31, 2023 5,836,280 12.36 2.56 2,920 (1) Amounts relating to stock options granted prior to the Separation have not been adjusted to reflect the effect of the Separation on the Company’s stock price. |
Schedule of unrecognized share-based compensation expense, net of estimated forfeitures by type of awards and weighted-average period | Unrecognized Weighted-Average Expense, Net Remaining of Estimated Recognition Forfeitures Period (in thousands) (in years) Type of award: Stock options with time-based vesting $ — 0.03 Restricted stock awards 897 0.46 Time-based restricted stock units 30,988 2.50 Performance-based restricted stock units 5,267 1.13 |
Time-based Restricted Stock Units | |
Table Text Blocks | |
Summary of RSU activity | Weighted- Average Number Grant Date of RSUs Fair Value Outstanding as of December 31, 2022 4,290,145 $ 10.91 Granted 3,125,831 10.55 Vested and released (1,663,981) 10.95 Forfeited (409,268) 10.94 Outstanding as of December 31, 2023 5,342,727 $ 10.68 |
Performance-based Restricted Stock Units | |
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Summary of RSU activity | Weighted- Average Number Grant Date of PSUs Fair Value Outstanding as of December 31, 2022 1,168,771 $ 14.72 Granted 568,103 14.09 Vested and released (71,588) 12.31 Forfeited (12,018) 13.17 Outstanding as of December 31, 2023 1,653,268 $ 14.55 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Table Text Blocks | |
Schedule of the components of income before income taxes | Year Ended December 31, 2023 2022 2021 United States $ 226,532 $ 252,422 $ 200,657 Foreign (1,174,601) — — Income (loss) before income taxes $ (948,069) $ 252,422 $ 200,657 |
Schedule of the components of the provision for (benefit from) income taxes | Year Ended December 31, 2023 2022 2021 Current taxes: Federal $ — $ — $ — State 10,587 11,618 5,503 Foreign 346 — — Total current taxes 10,933 11,618 5,503 Deferred taxes: Federal 47,864 52,191 (251,367) State 24,693 13,548 (81,927) Foreign — — — Total deferred taxes 72,557 65,739 (333,294) Income tax expense (benefit) $ 83,490 $ 77,357 $ (327,791) |
Reconciliation of income taxes from continuing operations computed using U.S. federal statutory rate to that reflected in operations | Year Ended December 31, 2023 2022 2021 Income tax expense (benefit) using U.S. federal statutory rate $ (199,094) $ 53,009 $ 42,138 Acquisition accounting for VectivBio Acquisition 139,301 — — Foreign tax rate differential 93,394 — — Disallowed transaction costs 3,424 — — Permanent differences 704 (290) 426 State income taxes, net of federal benefit 14,024 16,160 12,554 Executive compensation - Section 162(m) 3,979 2,654 695 Excess tax benefits 1,903 3,613 6,270 Fair market valuation of Note Hedge Warrants and Convertible Note Hedges (5) (50) 325 Tax credits (79) (252) (9) Expiring net operating losses and tax credits 933 1,087 491 Effect of change in state tax rate on deferred tax assets and deferred tax liabilities 2,134 2,581 123 Change in the valuation allowance 22,492 (1,155) (390,804) Other 380 — — Income tax expense (benefit) $ 83,490 $ 77,357 $ (327,791) |
Schedule of components of deferred tax assets and liabilities | December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 105,401 $ 88,769 Tax credit carryforwards 58,437 59,290 Capitalized research and development 18,267 12,683 Share-based compensation 12,323 13,666 Basis difference on collaboration agreement for North America with AbbVie 80,638 95,460 Accruals and reserves 7,149 5,935 Basis difference on Convertible Notes 1,613 2,845 Intangible assets 10,968 5,299 Operating lease liability 4,774 5,337 Other 1,810 1,242 Total deferred tax assets 301,380 290,526 Deferred tax liabilities: Operating lease right-of-use asset (3,407) (3,810) Total deferred tax liabilities (3,407) (3,810) Net deferred tax asset 297,973 286,716 Valuation allowance (85,649) (3,055) Net deferred tax asset $ 212,324 $ 283,661 |
Summary of changes in the unrecognized tax benefits | December 31, 2023 2022 2021 Balance at the beginning of the period $ 102,625 $ 84,606 $ 68,087 Increases based on tax positions related to the current period 85,446 101,225 83,206 Increases for tax positions assumed in VectivBio Acquisition 11,372 — — Decreases for tax positions in prior periods (101,225) (83,206) (66,687) Balance at the end of the period $ 98,218 $ 102,625 $ 84,606 |
Workforce Reduction and Restr_2
Workforce Reduction and Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Table Text Blocks | |
Schedule of accrued liabilities activity recorded in connection with the reductions in workforce and related restructuring activities | Amounts Amounts Accrued at Accrued at December 31, 2022 Charges Amount Paid Adjustments December 31, 2023 Headquarters-based workforce reduction $ — $ 2,540 $ (2,232) $ (38) $ 270 VectivBio Acquisition-related workforce reduction — 14,903 (7,181) 380 8,102 Total $ — $ 17,443 $ (9,413) $ 342 $ 8,372 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Table Text Blocks | |
Selected Quarterly Financial Data (Unaudited) | First Second Third Fourth Total Quarter Quarter Quarter Quarter Year (in thousands, except per share data) 2023 Total revenues $ 104,061 $ 107,382 $ 113,739 $ 117,553 $ 442,735 Total cost and expenses 43,964 1,190,521 73,716 79,964 1,388,165 Other income (expense), net 5,764 6,917 (8,091) (7,229) (2,639) Net income (loss) 45,714 (1,089,478) 13,950 (1,745) (1,031,559) Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. 45,714 (1,062,187) 15,321 (1,087) (1,002,239) Comprehensive income (loss) attributable to Ironwood Pharmaceuticals, Inc. 45,714 (1,062,187) 14,569 (3,303) (1,005,207) Net income (loss) per share—basic (1) 0.30 (6.84) 0.10 (0.01) (6.45) Net income (loss) per share—diluted (1) 0.25 (6.84) 0.09 (0.01) (6.45) (1) The summation of quarterly diluted net income per share does not equate to the calculation for the full fiscal year, as quarterly calculations are performed on a discrete basis. First Second Third Fourth Total Quarter Quarter Quarter Quarter Year (in thousands, except per share data) 2022 Total revenues $ 97,529 $ 97,231 $ 108,637 $ 107,199 $ 410,596 Total cost and expenses 39,683 41,576 40,164 38,836 160,259 Other expense, net (1,381) (1,870) 1,434 3,902 2,085 Net income and comprehensive income 38,801 37,080 50,317 48,867 175,065 Net income per share—basic (1) 0.25 0.24 0.33 0.32 1.13 Net income per share—diluted (1) 0.21 0.21 0.28 0.27 0.96 |
Nature of Business (Details)
Nature of Business (Details) | Jun. 29, 2023 |
VectivBio Holding AG and its subsidiaries | |
Acquisitions | |
Asset acquisition, ownership interest, percentage (as a percent) | 98% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Noncontrolling Interest (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
VectivBio Holding AG and its subsidiaries | |
Noncontrolling interests | |
Noncontrolling interests | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segment Information (Details) - segment | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment information | |||
Number of reportable segments | 1 | 1 | 1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents | ||
Cash Equivalent included in cash and cash equivalent | $ 58.7 | $ 650.2 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Restricted Cash [Abstract] | |||
Restricted cash | $ 0 | $ 1,735 | $ 1,735 |
Restricted cash, current | 1,250 | ||
Restricted cash, noncurrent | $ 485 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Receivable | ||
Allowance for credit losses | $ 0 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - AbbVie Plc | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts receivable | Credit Concentration Risk | |||
Concentrations | |||
Concentration risk percentage (as a percent) | 87% | 80% | |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Concentrations | |||
Concentration risk percentage (as a percent) | 98% | 98% | 98% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Property and Equipment (Details) | Dec. 31, 2023 |
Laboratory equipment | |
Property and Equipment | |
Estimated useful life | 5 years |
Computer and office equipment | |
Property and Equipment | |
Estimated useful life | 3 years |
Furniture and fixtures | |
Property and Equipment | |
Estimated useful life | 7 years |
Software | |
Property and Equipment | |
Estimated useful life | 3 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Intangible Assets (Details) | Dec. 31, 2023 |
Assembled Workforce | |
Finite-Lived Intangible Assets, Net | |
Useful life | 5 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Derivative Assets and Liabilities (Details) - Convertible Senior Notes | Sep. 16, 2019 | Aug. 12, 2019 | Jun. 30, 2015 |
2.25% Convertible Senior Notes due 2022 | |||
Debt | |||
Stated interest rate (as a percent) | 2.25% | 2.25% | |
0.75% Convertible Senior Notes due 2024 | |||
Debt | |||
Stated interest rate (as a percent) | 0.75% | ||
1.50% Convertible Senior Notes due 2026 | |||
Debt | |||
Stated interest rate (as a percent) | 1.50% |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2023 | |
U.S. | AbbVie Plc | |
Collaboration agreements | |
Percentage of the pre-tax net profit or loss (as a percent) | 50% |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Patent Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Patent Costs | |||
Selling, general and administrative | $ 158,314 | $ 115,994 | $ 111,133 |
Patents | |||
Patent Costs | |||
Selling, general and administrative | $ 1,800 | $ 1,300 | $ 1,700 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - New Accounting Pronouncements (Details) - Accounting Standards Update 2020-06 | 12 Months Ended |
Dec. 31, 2023 | |
New Accounting Pronouncements | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 |
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected | us-gaap:AccountingStandardsUpdate202006CumulativeEffectPeriodOfAdoptionMember |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Cumulative-effect Adjustment - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements | |||
Deferred tax assets | $ 212,324 | $ 283,661 | $ 333,294 |
Current portion of convertible senior notes | 199,560 | 116,858 | |
Long-term portion of convertible senior notes | 198,309 | 396,251 | 337,333 |
Additional paid-in capital | 1,355,195 | 1,348,600 | 1,543,357 |
Retained earnings | $ (1,698,615) | $ (696,376) | (937,608) |
Cumulative Effect, Period of Adoption, Adjusted Balance | |||
New Accounting Pronouncements | |||
Deferred tax assets | 350,149 | ||
Current portion of convertible senior notes | 120,439 | ||
Long-term portion of convertible senior notes | 394,657 | ||
Additional paid-in capital | 1,433,140 | ||
Retained earnings | (871,441) | ||
Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment | |||
New Accounting Pronouncements | |||
Deferred tax assets | 16,855 | ||
Current portion of convertible senior notes | 3,581 | ||
Long-term portion of convertible senior notes | 57,324 | ||
Additional paid-in capital | (110,217) | ||
Retained earnings | $ 66,167 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Cumulative-effect Adjustment - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Accounting Standards Update 2020-06 | |
New Accounting Pronouncements | |
Interest expense, noncash, expected increase (decrease) during period | $ (22.1) |
Acquisitions - General Informat
Acquisitions - General Information (Details) - VectivBio Holding AG and its subsidiaries - USD ($) $ / shares in Units, $ in Billions | Jun. 29, 2023 | Dec. 12, 2023 |
Acquisitions | ||
Asset acquisition, effective date of acquisition | Jun. 29, 2023 | |
Asset acquisition, shares acquired, percentage (as a percent) | 98% | |
Asset acquisition, share price (in dollars per share) | $ 17 | $ 17 |
Aggregate consideration paid | $ 1.2 | |
Asset acquisition, ownership interest, percentage (as a percent) | 98% |
Acquisitions - Total Considerat
Acquisitions - Total Consideration Paid - Tabular Disclosure (Details) - VectivBio Holding AG and its subsidiaries $ in Thousands | Jun. 29, 2023 USD ($) |
Asset Acquisition, Consideration Transferred | |
Cash consideration paid to selling shareholders | $ 1,041,391 |
Cash consideration paid to settle VectivBio RSUs and stock options | 78,003 |
Cash consideration paid to settle VectivBio warrant liabilities | 3,720 |
Transaction costs | 26,270 |
Fair value of non-controlling interest | 26,218 |
Total purchase consideration | $ 1,175,602 |
Acquisitions - Total Consider_2
Acquisitions - Total Consideration Paid - Additional Information (Details) - VectivBio Holding AG and its subsidiaries | Jun. 29, 2023 $ / shares shares |
Acquisitions | |
Asset acquisition, consideration transferred, cash consideration paid, selling shareholders, shares tendered, shares (in shares) | shares | 61,258,315 |
Asset acquisition, consideration transferred, cash consideration paid, selling shareholders, shares tendered, share price (in dollars per share) | $ 17 |
Asset acquisition, consideration transferred, cash consideration paid, settle restricted stock units and stock options, shares settled, shares (in shares) | shares | 8,904,171 |
Asset acquisition, consideration transferred, cash consideration paid, settle restricted stock units and stock options, shares settled, share price (in dollars per share) | $ 17 |
Asset acquisition, consideration transferred, cash consideration paid, settle warrant liabilities, warrants outstanding, shares (in shares) | shares | 324,190 |
Asset acquisition, consideration transferred, cash consideration paid, settle warrant liabilities, warrants outstanding, price per warrant (in dollars per share) | $ 11.4757 |
Asset acquisition, consideration transferred, cash consideration paid, settle warrant liabilities, warrants outstanding, share price (in dollars per share) | 17 |
Asset acquisition, consideration transferred, cash consideration paid, settle warrant liabilities, warrants outstanding, strike price (in dollars per share) | $ 5.5243 |
Acquisitions - Noncontrolling I
Acquisitions - Noncontrolling Interest (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 12, 2023 | Dec. 31, 2023 | Jun. 29, 2023 | Jun. 28, 2023 | |
Noncontrolling interests | ||||
Squeeze-out merger, cash paid | $ 26,311 | |||
VectivBio Holding AG and its subsidiaries | ||||
Noncontrolling interests | ||||
Squeeze-out merger, cash paid | $ 26,300 | |||
Noncontrolling interests | ||||
Noncontrolling interests | $ 0 | |||
VectivBio Holding AG and its subsidiaries | ||||
Noncontrolling interests | ||||
Shares outstanding (in shares) | 1,547,723 | |||
Share price (in dollars per share) | $ 16.94 |
Acquisitions - Acquired In-proc
Acquisitions - Acquired In-process Research and Development (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2023 | |
Acquisitions | ||
Asset acquisition, acquired in-process research and development expense | $ 1,095,449 | |
VectivBio Holding AG and its subsidiaries | ||
Acquisitions | ||
Asset acquisition, acquired in-process research and development expense | $ 1,100,000 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - VectivBio Holding AG and its subsidiaries $ in Thousands | Jun. 29, 2023 USD ($) |
Acquisitions | |
Cash and cash equivalents | $ 123,340 |
Prepaid expenses and other current assets | 10,867 |
Property and equipment | 126 |
Intangible assets | 4,100 |
Acquired in-process research and development | 1,095,449 |
Total assets acquired | 1,233,882 |
Current liabilities | 42,377 |
Other liabilities | 15,903 |
Total liabilities assumed | 58,280 |
Net assets acquired | $ 1,175,602 |
Acquisitions - Expenses (Detail
Acquisitions - Expenses (Details) - VectivBio Holding AG and its subsidiaries $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Acquisitions | |
Asset acquisition, acquisition related costs | $ 55.6 |
Selling, General and Administrative Expenses | |
Acquisitions | |
Asset acquisition, acquisition related costs | 25.6 |
Research and Development Expense | |
Acquisitions | |
Asset acquisition, acquisition related costs | 15.1 |
Restructuring Charges | |
Acquisitions | |
Asset acquisition, acquisition related costs | $ 14.9 |
Acquisitions - Finite-lived Int
Acquisitions - Finite-lived Intangible Assets (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Finite-Lived Intangible Assets, Net | |
Intangible assets, net | $ 3,682 |
Assembled Workforce | |
Finite-Lived Intangible Assets, Net | |
Useful life | 5 years |
Amortization expense | $ 400 |
Intangible assets, net | $ 3,600 |
Acquisitions - Future Amortizat
Acquisitions - Future Amortization Expense (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Future annual amortization expense | |
2024 | $ 0.8 |
2025 | 0.8 |
2026 | 0.8 |
2027 | 0.8 |
2028 | $ 0.4 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||||||||||
Net income (loss) | $ (1,745) | $ 13,950 | $ (1,089,478) | $ 45,714 | $ (1,031,559) | $ 175,065 | $ 528,448 | ||||
Less: Net income (loss) attributable to noncontrolling interests | (29,320) | ||||||||||
Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. | $ (1,087) | $ 15,321 | $ (1,062,187) | $ 45,714 | $ 48,867 | $ 50,317 | $ 37,080 | $ 38,801 | (1,002,239) | 175,065 | 528,448 |
Numerator used in computing net income (loss) per share - basic | (1,002,239) | 175,065 | 528,448 | ||||||||
Numerator used in computing net income (loss) per share - diluted | $ 155,435 | $ 154,366 | $ 162,245 | ||||||||
Denominator: | |||||||||||
Weighted average number of common shares outstanding used in computing net income (loss) per share - basic (in shares) | 155,435 | 154,366 | 162,245 | ||||||||
Effect of dilutive securities: | |||||||||||
Weighted average number of common shares outstanding used in computing net income (loss) per share - diluted (in shares) | 155,435 | 186,312 | 164,418 | ||||||||
Net income (loss) per share - basic (in dollars per share) | $ (0.01) | $ 0.10 | $ (6.84) | $ 0.30 | $ 0.32 | $ 0.33 | $ 0.24 | $ 0.25 | $ (6.45) | $ 1.13 | $ 3.26 |
Net income (loss) per share - diluted (in dollars per share) | $ (0.01) | $ 0.09 | $ (6.84) | $ 0.25 | $ 0.27 | $ 0.28 | $ 0.21 | $ 0.21 | $ (6.45) | $ 0.96 | $ 3.21 |
0.75% Convertible Senior Notes due 2024 | |||||||||||
Numerator: | |||||||||||
Add back interest expense, net of tax benefit, on assumed conversion of convertible notes | $ 1,781 | ||||||||||
Effect of dilutive securities: | |||||||||||
Effect of dilutive securities, convertible notes | 14,934 | ||||||||||
1.50% Convertible Senior Notes due 2026 | |||||||||||
Numerator: | |||||||||||
Add back interest expense, net of tax benefit, on assumed conversion of convertible notes | $ 2,668 | ||||||||||
Numerator used in computing net income (loss) per share - diluted | $ (1,002,239) | $ 179,514 | $ 528,448 | ||||||||
Effect of dilutive securities: | |||||||||||
Effect of dilutive securities, convertible notes | 14,934 | ||||||||||
Employee Stock Option | |||||||||||
Effect of dilutive securities: | |||||||||||
Effect of dilutive securities, share-based compensation | 306 | 488 | |||||||||
Time-based Restricted Stock Units | |||||||||||
Effect of dilutive securities: | |||||||||||
Effect of dilutive securities, share-based compensation | 1,375 | 1,422 | |||||||||
Performance-based Restricted Stock Units | |||||||||||
Effect of dilutive securities: | |||||||||||
Effect of dilutive securities, share-based compensation | 282 | 146 | |||||||||
Restricted Stock | |||||||||||
Effect of dilutive securities: | |||||||||||
Effect of dilutive securities, share-based compensation | 115 | 117 |
Net Income (Loss) Per Share - P
Net Income (Loss) Per Share - Potentially Dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Potentially dilutive securities | |||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 7,587 | 15,662 | 54,428 |
Employee Stock Option | |||
Potentially dilutive securities | |||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 4,829 | 6,152 | 7,701 |
Time-based Restricted Stock Units | |||
Potentially dilutive securities | |||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 28 | 10 | 102 |
Performance-based Restricted Stock Units | |||
Potentially dilutive securities | |||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 216 | 1,182 | 121 |
Note Hedge Warrants | |||
Potentially dilutive securities | |||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 2,514 | 8,318 | 8,318 |
2.25% Convertible Senior Notes due 2022 | |||
Potentially dilutive securities | |||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 8,318 | ||
0.75% Convertible Senior Notes due 2024 | |||
Potentially dilutive securities | |||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 14,934 | ||
1.50% Convertible Senior Notes due 2026 | |||
Potentially dilutive securities | |||
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 14,934 |
Collaboration, License, and O_3
Collaboration, License, and Other Agreements - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||||||||||||
Revenue | $ 117,553 | $ 113,739 | $ 107,382 | $ 104,061 | $ 107,199 | $ 108,637 | $ 97,231 | $ 97,529 | $ 442,735 | $ 410,596 | $ 413,753 | |
Collaborative arrangements revenue | ||||||||||||
Revenues: | ||||||||||||
Revenue | 442,735 | 410,596 | 412,784 | |||||||||
Collaborative arrangement, other agreements | ||||||||||||
Revenues: | ||||||||||||
Revenue | 2,476 | 1,824 | 1,755 | |||||||||
Sale of active pharmaceutical ingredient | ||||||||||||
Revenues: | ||||||||||||
Revenue | 969 | |||||||||||
AbbVie Plc | Sale of active pharmaceutical ingredient | ||||||||||||
Revenues: | ||||||||||||
Revenue | 223 | |||||||||||
AbbVie Plc | North America | Collaborative arrangements revenue | ||||||||||||
Revenues: | ||||||||||||
Revenue | 433,242 | 401,498 | 403,085 | |||||||||
AbbVie Plc | North America | Collaborative arrangement, collaboration and license agreements | ||||||||||||
Revenues: | ||||||||||||
Revenue | 433,242 | 401,498 | 403,085 | |||||||||
AbbVie Plc | North America | Royalty | ||||||||||||
Revenues: | ||||||||||||
Revenue | 2,779 | 2,731 | 2,714 | |||||||||
AbbVie Plc | Europe and Other | Collaborative arrangement, collaboration and license agreements | ||||||||||||
Revenues: | ||||||||||||
Revenue | 2,779 | 2,444 | 2,558 | |||||||||
AbbVie Plc | Europe and Other | Royalty | ||||||||||||
Revenues: | ||||||||||||
Revenue | 2,800 | 2,400 | 2,600 | |||||||||
AstraZeneca | Collaborative arrangement, collaboration and license agreements | ||||||||||||
Revenues: | ||||||||||||
Revenue | 430 | 635 | 743 | |||||||||
AstraZeneca | Royalty | ||||||||||||
Revenues: | ||||||||||||
Revenue | 400 | 600 | 500 | |||||||||
AstraZeneca | Sale of active pharmaceutical ingredient | ||||||||||||
Revenues: | ||||||||||||
Revenue | 597 | |||||||||||
Astellas Pharma Inc. | Collaborative arrangement, collaboration and license agreements | ||||||||||||
Revenues: | ||||||||||||
Revenue | 1,799 | 2,001 | 2,232 | |||||||||
Astellas Pharma Inc. | Sale of active pharmaceutical ingredient | ||||||||||||
Revenues: | ||||||||||||
Revenue | 149 | |||||||||||
Alnylam | Collaborative arrangement, co-promotion agreements | ||||||||||||
Revenues: | ||||||||||||
Revenue | 2,194 | 2,411 | ||||||||||
Alnylam | Royalty | ||||||||||||
Revenues: | ||||||||||||
Revenue | $ 2,200 | $ 2,400 | ||||||||||
Asahi Kasei Pharma Corporation | Collaborative arrangement, co-promotion agreements | ||||||||||||
Revenues: | ||||||||||||
Revenue | $ 2,009 | |||||||||||
Asahi Kasei Pharma Corporation | Collaborative arrangement, development and commercialization agreements | ||||||||||||
Revenues: | ||||||||||||
Revenue | $ 2,000 |
Collaboration, License, and O_4
Collaboration, License, and Other Agreements - Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, net | ||
Accounts receivable, net | $ 129.1 | $ 130 |
Accounts receivable, net of accounts payable | 112.6 | 104.4 |
AbbVie Plc | ||
Accounts receivable, net | ||
Accounts payable | $ 4.3 | $ 4 |
Collaboration, License, and O_5
Collaboration, License, and Other Agreements - North America - General Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Collaboration, License, Promotion and Other Commercial Agreements | |||
Research and development expense | $ 116,085 | $ 44,265 | $ 70,405 |
AbbVie Plc | |||
Collaboration, License, Promotion and Other Commercial Agreements | |||
Remaining commercial-period performance obligations | item | 3 | ||
Cost sharing amount, reduction to research and development | $ 11,600 | 8,900 | 11,500 |
Collaborative arrangement, percentage of obligation of development costs incurred | 50% | ||
Percentage of net profit from commercialization (as a percent) | 50% | ||
Percentage of net loss from commercialization (as a percent) | 50% | ||
North America | |||
Collaboration, License, Promotion and Other Commercial Agreements | |||
Research and development expense | $ 7,000 | $ 8,000 | $ 8,200 |
Collaboration, License, and O_6
Collaboration, License, and Other Agreements - North America - Collaborative Arrangements Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||||||||||
Revenue | $ 117,553 | $ 113,739 | $ 107,382 | $ 104,061 | $ 107,199 | $ 108,637 | $ 97,231 | $ 97,529 | $ 442,735 | $ 410,596 | $ 413,753 |
Collaborative arrangements revenue | |||||||||||
Revenues: | |||||||||||
Revenue | 442,735 | 410,596 | 412,784 | ||||||||
AbbVie Plc | North America | Collaborative arrangements revenue | |||||||||||
Revenues: | |||||||||||
Revenue | 433,242 | 401,498 | 403,085 | ||||||||
AbbVie Plc | North America | Collaborative arrangement, collaboration and license agreements | |||||||||||
Revenues: | |||||||||||
Revenue | 433,242 | 401,498 | 403,085 | ||||||||
AbbVie Plc | North America | Collaborative arrangements, LINZESS | |||||||||||
Revenues: | |||||||||||
Revenue | 430,463 | 398,767 | 400,371 | ||||||||
AbbVie Plc | North America | Royalty | |||||||||||
Revenues: | |||||||||||
Revenue | $ 2,779 | $ 2,731 | $ 2,714 |
Collaboration, License, and O_7
Collaboration, License, and Other Agreements - North America - Commercial Efforts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | $ 117,553 | $ 113,739 | $ 107,382 | $ 104,061 | $ 107,199 | $ 108,637 | $ 97,231 | $ 97,529 | $ 442,735 | $ 410,596 | $ 413,753 |
Selling, general and administrative | 158,314 | 115,994 | 111,133 | ||||||||
Collaborative arrangements revenue | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | 442,735 | 410,596 | 412,784 | ||||||||
Collaborative arrangements, LINZESS | AbbVie Plc | U.S. | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Selling, general and administrative | $ 37,100 | $ 34,300 | $ 30,300 |
Collaboration, License, and O_8
Collaboration, License, and Other Agreements - North America - Royalty Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||||||||||
Revenue | $ 117,553 | $ 113,739 | $ 107,382 | $ 104,061 | $ 107,199 | $ 108,637 | $ 97,231 | $ 97,529 | $ 442,735 | $ 410,596 | $ 413,753 |
Collaborative arrangements revenue | |||||||||||
Revenues: | |||||||||||
Revenue | 442,735 | 410,596 | 412,784 | ||||||||
Collaborative arrangements revenue | North America | AbbVie Plc | |||||||||||
Revenues: | |||||||||||
Revenue | 433,242 | 401,498 | 403,085 | ||||||||
Collaborative arrangement, collaboration and license agreements | North America | AbbVie Plc | |||||||||||
Revenues: | |||||||||||
Revenue | 433,242 | 401,498 | 403,085 | ||||||||
Royalty | North America | AbbVie Plc | |||||||||||
Revenues: | |||||||||||
Revenue | 2,779 | 2,731 | 2,714 | ||||||||
Royalty | Canada and Mexico | AbbVie Plc | |||||||||||
Revenues: | |||||||||||
Revenue | $ 2,800 | $ 2,700 | $ 2,700 |
Collaboration, License, and O_9
Collaboration, License, and Other Agreements - European and Other Territories (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2015 | |
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||
Revenue | $ 117,553 | $ 113,739 | $ 107,382 | $ 104,061 | $ 107,199 | $ 108,637 | $ 97,231 | $ 97,529 | $ 442,735 | $ 410,596 | $ 413,753 | |
AbbVie Plc | ||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||
Collaborative arrangement, royalty, net sales of products containing active ingredient, period following first commercial sale | 5 years | |||||||||||
Collaborative arrangements revenue | ||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||
Revenue | $ 442,735 | 410,596 | 412,784 | |||||||||
Collaborative arrangement, collaboration and license agreements | AbbVie Plc | Europe and Other | ||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||
Revenue | 2,779 | 2,444 | 2,558 | |||||||||
License | AbbVie Plc | ||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||
Remaining milestone payment due upon the amendment to the license agreement | $ 42,500 | |||||||||||
Royalty | AbbVie Plc | Europe and Other | ||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||
Revenue | $ 2,800 | $ 2,400 | $ 2,600 |
Collaboration, License, and _10
Collaboration, License, and Other Agreements - Japan (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | $ 117,553 | $ 113,739 | $ 107,382 | $ 104,061 | $ 107,199 | $ 108,637 | $ 97,231 | $ 97,529 | $ 442,735 | $ 410,596 | $ 413,753 |
Collaborative arrangements revenue | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | 442,735 | 410,596 | 412,784 | ||||||||
Collaborative arrangement, collaboration and license agreements | Astellas Pharma Inc. | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | 1,799 | 2,001 | 2,232 | ||||||||
Royalty | Astellas Pharma Inc., 2009 License Agreement, Amended 2019 | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | $ 1,800 | $ 2,000 | 2,200 | ||||||||
Sale of active pharmaceutical ingredient | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | 969 | ||||||||||
Sale of active pharmaceutical ingredient | Astellas Pharma Inc. | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | 149 | ||||||||||
Sale of active pharmaceutical ingredient | Astellas Pharma Inc., 2009 License Agreement, Amended 2019 | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | $ 200 |
Collaboration, License, and _11
Collaboration, License, and Other Agreements - China, Hong Kong and Macau (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) installment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Milestone payment to be received by company upon milestone achievement | $ 90,000 | ||||||||||
Revenue | $ 117,553 | $ 113,739 | $ 107,382 | $ 104,061 | $ 107,199 | $ 108,637 | $ 97,231 | $ 97,529 | 442,735 | $ 410,596 | $ 413,753 |
Collaborative arrangements revenue | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | $ 442,735 | 410,596 | 412,784 | ||||||||
Sale of active pharmaceutical ingredient | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | 969 | ||||||||||
AstraZeneca | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Collaborative arrangement, royalty percentage, aggregate annual net product sales, maximum (as a percent) | 20% | 20% | |||||||||
Collaborative arrangement, significant financing component, transaction price | $ 2,600 | $ 2,600 | |||||||||
Amount of non-contingent arrangement consideration | $ 35,000 | ||||||||||
Non-contingent consideration installments | installment | 3 | ||||||||||
Collaborative arrangement, non-contingent installment payments receivable | 15,000 | $ 15,000 | |||||||||
Collaborative arrangement, non-contingent receivable, current | $ 15,000 | 10,000 | 15,000 | 10,000 | |||||||
Collaborative arrangement, non-contingent receivable, non-current | $ 14,600 | 14,600 | |||||||||
AstraZeneca | Collaborative arrangement, collaboration and license agreements | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | 430 | 635 | 743 | ||||||||
AstraZeneca | Collaborative arrangement, transition services agreement | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | 200 | ||||||||||
AstraZeneca | Royalty | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | $ 400 | $ 600 | 500 | ||||||||
AstraZeneca | Sale of active pharmaceutical ingredient | |||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | |||||||||||
Revenue | $ 597 |
Collaboration, License, and _12
Collaboration, License, and Other Agreements - Other Collaboration and License Agreements (Details) $ in Thousands, ¥ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 30, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2022 JPY (¥) | Nov. 30, 2021 USD ($) | Dec. 31, 2023 USD ($) item | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) item | Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 28, 2023 USD ($) | Mar. 31, 2022 JPY (¥) | |
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||||||||
Revenue | $ 117,553 | $ 113,739 | $ 107,382 | $ 104,061 | $ 107,199 | $ 108,637 | $ 97,231 | $ 97,529 | $ 442,735 | $ 410,596 | $ 413,753 | |||||||
Deferred revenue, current | 2,600 | $ 2,600 | 2,600 | |||||||||||||||
Research and development expense | 116,085 | 44,265 | 70,405 | |||||||||||||||
Accrued research and development costs | 21,331 | 5,258 | 21,331 | 21,331 | 5,258 | |||||||||||||
Collaborative arrangements revenue | ||||||||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||||||||
Revenue | 442,735 | 410,596 | 412,784 | |||||||||||||||
COUR Pharmaceuticals Development Company, Inc. | ||||||||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||||||||
Collaborative arrangement, upfront payment | $ 6,000 | $ 6,000 | ||||||||||||||||
Collaborative arrangement, non-contingent payments and milestone payments, payable | $ 13,500 | |||||||||||||||||
Collaborative arrangement, option to acquire license, exercise price, payable | 35,000 | 35,000 | 35,000 | |||||||||||||||
Collaborative arrangement, milestones. potential commercial milestone payments, term of agreement, payable | 440,000 | 440,000 | 440,000 | |||||||||||||||
Research and development expense | 6,000 | 19,500 | ||||||||||||||||
Accrued research and development costs | 0 | $ 3,800 | 0 | 0 | 3,800 | |||||||||||||
Collaborative arrangement, right to apply credit against future amounts due | $ 6,600 | |||||||||||||||||
Asahi Kasei Pharma Corporation | ||||||||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||||||||
Deferred revenue, current | $ 2,600 | $ 2,600 | $ 2,600 | |||||||||||||||
Deferred revenue | $ 4,300 | |||||||||||||||||
Collaborative arrangement, upfront payment received | $ 24,600 | ¥ 3,000 | ||||||||||||||||
Collaborative arrangement, development related payment, eligible to receive | 13,100 | 13,100 | ¥ 1,600 | |||||||||||||||
Collaborative arrangement, development related payment, received | 9,000 | 1,100 | ||||||||||||||||
Collaborative arrangement, development milestones, eligible to receive | 8,200 | 8,200 | 1,000 | |||||||||||||||
Collaborative arrangement, development milestones, received | 4,100 | ¥ 500 | ||||||||||||||||
Collaborative arrangement, commercial and sales-based milestone payments, eligible to receive | $ 155,800 | $ 155,800 | ¥ 19,000 | |||||||||||||||
Collaborative arrangement, performance obligations, number | item | 2 | 2 | 2 | |||||||||||||||
Asahi Kasei Pharma Corporation | Collaborative arrangement, co-promotion agreements | ||||||||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||||||||
Revenue | $ 2,009 | |||||||||||||||||
Asahi Kasei Pharma Corporation | Collaborative arrangement, development and commercialization agreements | ||||||||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||||||||
Revenue | $ 2,000 | |||||||||||||||||
Alnylam | Collaborative arrangement, co-promotion agreements | ||||||||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||||||||
Revenue | 2,194 | 2,411 | ||||||||||||||||
Alnylam | Royalty | ||||||||||||||||||
Collaboration, License, Promotion and Other Commercial Agreements | ||||||||||||||||||
Revenue | $ 2,200 | $ 2,400 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - General Information (Details) | Dec. 31, 2023 |
Fair Value of Financial Instruments | |
Threshold percentage of collateralized value (as a percent) | 102% |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Derivative Liability, Statement of Financial Position | Note hedge warrants | |
Recurring basis | ||
Assets: | ||
Total assets measured at fair value | $ 58,686 | $ 651,932 |
Liabilities: | ||
Note hedge warrants | 19 | |
Total liabilities measured at fair value | 19 | |
Recurring basis | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 45,939 | 250,313 |
Restricted cash | 1,735 | |
Recurring basis | Repurchase agreements | ||
Assets: | ||
Cash and cash equivalents | 261,075 | |
Recurring basis | U.S. Treasury securities | ||
Assets: | ||
Cash and cash equivalents | 10,507 | |
Recurring basis | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 2,240 | 138,809 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total assets measured at fair value | 45,939 | 252,048 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 45,939 | 250,313 |
Restricted cash | 1,735 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total assets measured at fair value | 12,747 | 399,884 |
Recurring basis | Significant Other Observable Inputs (Level 2) | Repurchase agreements | ||
Assets: | ||
Cash and cash equivalents | 261,075 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. Treasury securities | ||
Assets: | ||
Cash and cash equivalents | 10,507 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | $ 2,240 | 138,809 |
Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Note hedge warrants | 19 | |
Total liabilities measured at fair value | $ 19 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Assumptions (Details) | Dec. 31, 2022 Y item |
Measurement Input, Risk Free Interest Rate | |
Fair Value of Financial Instruments | |
Derivative liability, measurement input | 0.045 |
Measurement Input, Expected Term | |
Fair Value of Financial Instruments | |
Derivative liability, measurement input | Y | 0.3 |
Measurement Input, Share Price | |
Fair Value of Financial Instruments | |
Derivative liability, measurement input | 12.39 |
Measurement Input, Exercise Price | |
Fair Value of Financial Instruments | |
Derivative liability, measurement input | 18.82 |
Measurement Input, Price Volatility | |
Fair Value of Financial Instruments | |
Derivative liability, measurement input | 0.271 |
Measurement Input, Expected Dividend Rate | |
Fair Value of Financial Instruments | |
Derivative liability, measurement input | 0 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Change in Level 3 - Convertible Note Hedges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Change in Level 3 Assets | ||
Balance at beginning of period | $ 0 | $ 1,115 |
Change in fair value, recorded as a component of gain (loss) on derivatives | 0 | (1,115) |
Balance at end of period | $ 0 | $ 0 |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income | Gain (loss) on derivatives |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Change in Level 3 - Note Hedge Warrants (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Change in Level 3 Liabilities | ||
Balance at beginning of period | $ (19) | $ (1,316) |
Change in fair value, recorded as a component of (loss) gain on derivatives | 19 | 1,297 |
Balance at end of period | $ 0 | $ (19) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income | Gain (loss) on derivatives | Gain (loss) on derivatives |
Fair Value of Financial Instr_8
Fair Value of Financial Instruments - Convertible Senior Notes (Details) - Convertible Senior Notes - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Aug. 31, 2019 | Jun. 30, 2015 |
2.25% Convertible Senior Notes due 2022 | |||||
Fair value disclosures | |||||
Debt instrument, face amount | $ 335,700 | ||||
Debt redeemed/repurchased | $ 120,700 | $ 215,000 | |||
0.75% Convertible Senior Notes due 2024 | |||||
Fair value disclosures | |||||
Debt instrument, face amount | $ 200,000 | $ 200,000 | 200,000 | ||
0.75% Convertible Senior Notes due 2024 | Significant Other Observable Inputs (Level 2) | |||||
Fair value disclosures | |||||
Estimated fair value | 209,600 | 215,900 | |||
1.50% Convertible Senior Notes due 2026 | |||||
Fair value disclosures | |||||
Debt instrument, face amount | 200,000 | 200,000 | $ 200,000 | ||
1.50% Convertible Senior Notes due 2026 | Significant Other Observable Inputs (Level 2) | |||||
Fair value disclosures | |||||
Estimated fair value | $ 217,100 | $ 219,000 |
Fair Value of Financial Instr_9
Fair Value of Financial Instruments - Capped Calls (Details) - Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes | 1 Months Ended |
Aug. 31, 2019 $ / shares $ / item shares | |
Capped Calls | |
Number of shares covered by capped calls (in shares) | shares | 29,867,480 |
Strike price (in dollars per share) | $ / shares | $ 13.39 |
Cap price | $ / item | 17.05 |
Leases - Letters of Credit (Det
Leases - Letters of Credit (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Summer Street Lease and Vehicle Lease | ||
Leases | ||
Letters of credit outstanding, amount | $ 1.2 | $ 1.7 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease Cost | |||
Operating lease cost | $ 2,507 | $ 2,509 | $ 2,520 |
Short-term lease cost | 1,241 | 1,070 | 960 |
Total lease cost | $ 3,748 | $ 3,579 | $ 3,480 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leases | |||
Cash paid for amounts included in the measurement of lease liabilities | $ 3,065 | $ 3,114 | $ 3,128 |
Weighted-average remaining lease term of operating leases | 6 years 4 months 24 days | 7 years 3 months 18 days | 8 years 3 months 18 days |
Weighted-average discount rate of operating leases (as a percent) | 5.80% | 5.80% | 5.80% |
Leases - Summer Street Lease (D
Leases - Summer Street Lease (Details) ft² in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 ft² | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Operating Leases | ||||
Weighted-average discount rate of operating leases (as a percent) | 5.80% | 5.80% | 5.80% | |
Operating lease right-of-use assets | $ 12,586 | $ 14,023 | ||
Operating lease liability | 17,669 | |||
Operating lease cost | 2,507 | 2,509 | $ 2,520 | |
Summer Street Lease | ||||
Operating Leases | ||||
Rentable area leased (in square feet) | ft² | 39 | |||
Annual rent escalation (as a percent) | 2% | |||
Option to extend the term of the lease | true | |||
Operating lease, renewal term | 5 years | |||
Weighted-average discount rate of operating leases (as a percent) | 5.80% | |||
Operating lease right-of-use assets | 12,600 | 14,000 | ||
Operating lease liability | 17,700 | 19,700 | ||
Operating lease cost | $ 2,500 | $ 2,500 | $ 2,500 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Future Minimum Lease Payments | |
2024 | $ 3,126 |
2025 | 3,189 |
2026 | 3,252 |
2027 | 3,317 |
2028 | 3,384 |
2029 and thereafter | 4,901 |
Total future minimum lease payments | $ 21,169 |
Leases - Operating Lease Obliga
Leases - Operating Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating lease obligations | ||
Total future minimum lease payments | $ 21,169 | |
Less: present value adjustment | (3,500) | |
Operating lease liabilities | 17,669 | |
Less: current portion of operating lease liabilities | (3,126) | $ (3,065) |
Operating lease liabilities, net of current portion | $ 14,543 | $ 16,599 |
Property and Equipment - Tabula
Property and Equipment - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property and Equipment | ||
Property and equipment, gross | $ 14,474 | $ 17,052 |
Less accumulated depreciation and amortization | (8,889) | (10,764) |
Property and equipment, net | 5,585 | 6,288 |
Software | ||
Property and Equipment | ||
Property and equipment, gross | 1,652 | 5,414 |
Leasehold improvements | ||
Property and Equipment | ||
Property and equipment, gross | 7,407 | 7,407 |
Laboratory equipment | ||
Property and Equipment | ||
Property and equipment, gross | 1,327 | 1,327 |
Furniture and fixtures | ||
Property and Equipment | ||
Property and equipment, gross | 1,747 | 1,542 |
Computer and office equipment | ||
Property and Equipment | ||
Property and equipment, gross | $ 2,341 | $ 1,362 |
Property and Equipment - Deprec
Property and Equipment - Depreciation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment | |||
Depreciation and amortization | $ 1.2 | $ 1.4 | $ 1.5 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses | ||
Accrued compensation and benefits | $ 19,937 | $ 12,268 |
Accrued restructuring liabilities | 8,303 | |
Accrued interest | 5,953 | 188 |
Accrued taxes | 1,244 | 656 |
Other | 8,817 | 3,588 |
Total accrued expenses and other current liabilities | $ 44,254 | $ 16,700 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses | ||
Other accrued expenses | $ 8,817 | $ 3,588 |
Other accrued liabilities, uninvoiced vendor liabilities | 6,100 | |
Deferred revenue, current | $ 2,600 |
Debt - General Information (Det
Debt - General Information (Details) $ in Thousands | 1 Months Ended | 7 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 USD ($) | May 31, 2023 USD ($) | Jun. 30, 2015 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) period | Jun. 30, 2022 USD ($) | Sep. 16, 2019 | Aug. 31, 2019 USD ($) | |
Debt | ||||||||
Proceeds from revolving credit facility | $ 400,000 | |||||||
Repayments of revolving credit facility | $ 100,000 | |||||||
Payments for convertible note hedges | $ 21,100 | |||||||
2.25% Convertible Senior Notes due 2022 | Convertible Senior Notes | ||||||||
Debt | ||||||||
Debt instrument, face amount | 335,700 | |||||||
Net proceed received | 324,000 | |||||||
Fees and expenses | $ 11,700 | |||||||
Stated interest rate (as a percent) | 2.25% | 2.25% | ||||||
Debt redeemed/repurchased | $ 120,700 | $ 215,000 | ||||||
Debt redemption/repurchase price | $ 227,300 | |||||||
Revolving Credit Agreement | Secured Debt | ||||||||
Debt | ||||||||
Debt instrument, term | 4 years | |||||||
Line of credit facility, frequency of commitment fee payment | quarterly | |||||||
Percentage of capital stock of foreign subsidiaries pledged (as a percent) | 65% | |||||||
Additional borrowing capacity | $ 200,000 | |||||||
Additional borrowing capacity, as percentage | 100% | |||||||
Additional borrowing capacity, trailing period | 12 months | |||||||
Maximum consolidated secured net leverage ratio | 3% | |||||||
Minimum interest coverage ratio | 3% | |||||||
Debt issuance costs, gross | $ 2,900 | |||||||
Debt issuance costs, gross, lender fees | 2,000 | |||||||
Debt issuance costs, gross, legal and other professional fees | $ 900 | |||||||
Debt issuance costs, net | $ 2,400 | $ 2,400 | ||||||
Revolving Credit Agreement | Secured Debt | Scenario, Acquisition for Consideration in Excess of 50 Million | ||||||||
Debt | ||||||||
Maximum consolidated secured net leverage ratio | 3.50% | |||||||
Number of fiscal quarters | period | 4 | |||||||
Threshold minimum acquisition consideration | $ 50,000 | |||||||
Revolving Credit Agreement | Secured Debt | Minimum | ||||||||
Debt | ||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.30% | |||||||
Revolving Credit Agreement | Secured Debt | Maximum | ||||||||
Debt | ||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.425% | |||||||
Revolving Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate, Adjusted Term Secured | Minimum | ||||||||
Debt | ||||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.75% | |||||||
Revolving Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate, Adjusted Term Secured | Maximum | ||||||||
Debt | ||||||||
Debt instrument, basis spread on variable rate (as a percent) | 3% | |||||||
Revolving Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate, One-month Adjusted Term | ||||||||
Debt | ||||||||
Debt instrument, basis spread on variable rate (as a percent) | 1% | |||||||
Revolving Credit Agreement | Secured Debt | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||||
Debt | ||||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.50% | |||||||
Revolving Credit Agreement | Secured Debt | Applicable Rate | Minimum | ||||||||
Debt | ||||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.75% | |||||||
Revolving Credit Agreement | Secured Debt | Applicable Rate | Maximum | ||||||||
Debt | ||||||||
Debt instrument, basis spread on variable rate (as a percent) | 2% | |||||||
Secured Revolving Credit Facility | Secured Debt | ||||||||
Debt | ||||||||
Debt instrument, term | 4 years | |||||||
Line of credit facility, maximum borrowing capacity | $ 500,000 | |||||||
Debt instrument, face amount | 300,000 | $ 300,000 | ||||||
Proceeds from revolving credit facility | $ 400,000 | |||||||
Repayments of revolving credit facility | $ 100,000 | |||||||
Letter of Credit Subfacility | Secured Debt | ||||||||
Debt | ||||||||
Debt instrument, face amount | $ 10,000 | |||||||
Debt instrument, maturity date range, start | May 21, 2027 | |||||||
Debt instrument, maturity date range, end, period prior to stated maturity date, existing convertible notes then outstanding, unless case of clause | 91 days |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Secured Debt | |||
Interest Expense | |||
Contractual interest expense | $ 14,718 | ||
Amortization of debt issuance costs | 442 | ||
Other financing costs | 101 | ||
Total interest expense | 15,261 | ||
Convertible Senior Notes | |||
Interest Expense | |||
Contractual interest expense | 4,500 | $ 5,745 | $ 7,216 |
Amortization of debt issuance costs | 1,618 | 1,853 | 1,678 |
Amortization of debt discount | 22,256 | ||
Total interest expense | $ 6,118 | $ 7,598 | $ 31,150 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes - Balances (Details) - Convertible Senior Notes - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2019 |
Principal: | |||
Less: unamortized debt issuance costs | $ (2,131) | $ (3,749) | |
Net carrying amount | 397,869 | 396,251 | |
0.75% Convertible Senior Notes due 2024 | |||
Principal: | |||
Debt instrument, face amount | 200,000 | 200,000 | $ 200,000 |
1.50% Convertible Senior Notes due 2026 | |||
Principal: | |||
Debt instrument, face amount | $ 200,000 | $ 200,000 | $ 200,000 |
Debt - Convertible Senior Not_2
Debt - Convertible Senior Notes - Future Minimum Payments (Details) - Convertible Senior Notes - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Future minimum payments of Convertible senior notes | ||
2024 | $ 203,750 | |
2025 | 3,000 | |
2026 | 201,500 | |
Total future minimum payments under the convertible senior notes | 408,250 | |
Less: amounts representing interest | (8,250) | |
Less: unamortized debt issuance costs | (2,131) | $ (3,749) |
Net carrying amount | $ 397,869 | $ 396,251 |
Debt - Convertible Senior Not_3
Debt - Convertible Senior Notes Due 2024 and Convertible Senior Notes Due 2026 (Details) | 1 Months Ended | |||||||
Aug. 12, 2019 | Aug. 07, 2019 USD ($) $ / shares | Apr. 15, 2019 shares | Aug. 31, 2019 USD ($) D | Jun. 30, 2015 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 16, 2019 | |
2.25% Convertible Senior Notes due 2022 | Note Hedge Warrants | ||||||||
Debt | ||||||||
Shares issuable upon conversion of debt (in shares) | shares | 23,135,435 | |||||||
2.25% Convertible Senior Notes due 2022 | Convertible Senior Notes | ||||||||
Debt | ||||||||
Debt instrument, face amount | $ 335,700,000 | |||||||
Net proceed received | 324,000,000 | |||||||
Fees and expenses | $ 11,700,000 | |||||||
Stated interest rate (as a percent) | 2.25% | 2.25% | ||||||
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | ||||||||
Debt | ||||||||
Net proceed received | $ 391,000,000 | |||||||
Fees and expenses | 9,000,000 | |||||||
Conversion rate, number of shares to be issued per | 74.6687 | |||||||
Principal amount used for debt instrument conversion ratio | $ 1,000 | |||||||
Initial conversion price (in dollars per share) | $ / shares | $ 13.39 | |||||||
0.75% Convertible Senior Notes due 2024 | Convertible Senior Notes | ||||||||
Debt | ||||||||
Debt instrument, face amount | 200,000,000 | $ 200,000,000 | $ 200,000,000 | |||||
Stated interest rate (as a percent) | 0.75% | |||||||
Principal amount used for debt instrument conversion ratio | $ 1,000 | |||||||
Debt instrument term | 5 years | |||||||
1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | ||||||||
Debt | ||||||||
Debt instrument, face amount | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | |||||
Stated interest rate (as a percent) | 1.50% | |||||||
Principal amount used for debt instrument conversion ratio | $ 1,000 | |||||||
Number of consecutive trading days before five business days during the measurement period | D | 5 | |||||||
Repurchase price | 100% | |||||||
Percentage of aggregate principal amount of notes outstanding and payable in case of event of default under the agreement | 25% | |||||||
Debt instrument term | 7 years | |||||||
1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Calendar quarter commencing after December 31, 2019 | ||||||||
Debt | ||||||||
Number of trading days | D | 20 | |||||||
Consecutive trading days | D | 30 | |||||||
1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Measurement period | ||||||||
Debt | ||||||||
Number of business days immediately after any five consecutive trading day period during the measurement period | D | 5 | |||||||
1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Minimum | Calendar quarter commencing after December 31, 2019 | ||||||||
Debt | ||||||||
Minimum percentage of stock price | 130% | |||||||
1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Maximum | Measurement period | ||||||||
Debt | ||||||||
Conversion premium percentage on sale price of common stock | 98% |
Debt - Convertible Senior Not_4
Debt - Convertible Senior Notes Due 2022, Convertible Senior Notes Due 2024 and Convertible Senior Notes Due 2026 (Details) - Convertible Senior Notes - USD ($) $ in Millions | 1 Months Ended | |
Aug. 31, 2019 | Dec. 31, 2023 | |
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | ||
Debt | ||
Debt issuance costs incurred | $ 9 | |
0.75% Convertible Senior Notes due 2024 | ||
Debt | ||
Debt instrument term | 5 years | |
Effective interest rate on liability components (as a percent) | 1.20% | |
1.50% Convertible Senior Notes due 2026 | ||
Debt | ||
Debt instrument term | 7 years | |
Effective interest rate on liability components (as a percent) | 1.80% |
Debt - Convertible Note Hedge a
Debt - Convertible Note Hedge and Warrant Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2023 | Apr. 15, 2019 | |
Debt | |||
Payments for convertible note hedges | $ 21.1 | ||
Convertible Note Hedge | |||
Debt | |||
Conversion price (in dollars per share) | $ 14.51 | ||
Long-term asset | 91.9 | ||
Note Hedge Warrant Derivatives | |||
Debt | |||
Trading day period | 150 days | ||
Long-term liability | $ 70.8 | ||
Note Hedge Warrants | |||
Debt | |||
Warrants strike price (in dollars per share) | $ 18.82 |
Debt - Capped Calls with Respec
Debt - Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes (Details) - Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes $ / shares in Units, $ in Millions | 1 Months Ended |
Aug. 31, 2019 USD ($) $ / shares $ / item shares | |
Capped Calls | |
Payment made to enter into Capped Calls | $ 25.2 |
Strike price (in dollars per share) | $ / shares | $ 13.39 |
Cap price | $ / item | 17.05 |
Number of shares covered by capped calls (in shares) | shares | 29,867,480 |
Purchase of capped calls | $ 25 |
Equity component of issuance costs for convertible senior notes | $ 0.2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Indemnification Agreement | ||
Guarantees | ||
Liabilities recorded | $ 0 | $ 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | 12 Months Ended |
Dec. 31, 2023 Vote | |
Common stock | |
Number of voting rights per share | 1 |
Description of the number of voting rights per share | Class A Common Stock is entitled to one vote per share. |
Stock Repurchase Program (Detai
Stock Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 12 Months Ended | 13 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | May 31, 2021 | |
Stock Repurchase Program | |||||
Stock repurchase program, authorized amount | $ 150,000 | ||||
Common stock repurchased and retired (in shares) | 10.8 | 13.1 | |||
Common stock repurchased and retired | $ 123,400 | $ 123,386 | $ 27,139 | ||
Common stock repurchased and retired, weighted-average price (in dollars per share) | $ 11.47 |
Employee Stock Benefit Plans -
Employee Stock Benefit Plans - Summary of Expense Recognized by Share-based Compensation Arrangement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Stock Benefit Plans | |||
Expense recognized for share-based compensation arrangements | $ 59,553 | $ 27,048 | $ 22,281 |
Employee Stock Option | |||
Employee Stock Benefit Plans | |||
Expense recognized for share-based compensation arrangements | 226 | 1,471 | 3,154 |
Time-based Restricted Stock Units | |||
Employee Stock Benefit Plans | |||
Expense recognized for share-based compensation arrangements | 19,829 | 17,643 | 14,539 |
Performance-based Restricted Stock Units | |||
Employee Stock Benefit Plans | |||
Expense recognized for share-based compensation arrangements | 9,321 | 5,008 | 1,295 |
Restricted Stock | |||
Employee Stock Benefit Plans | |||
Expense recognized for share-based compensation arrangements | 1,997 | 2,439 | 2,684 |
Employee Stock | |||
Employee Stock Benefit Plans | |||
Expense recognized for share-based compensation arrangements | 502 | 412 | 419 |
Stock Awards | |||
Employee Stock Benefit Plans | |||
Expense recognized for share-based compensation arrangements | 130 | $ 75 | $ 190 |
Stock Options and Restricted Stock Units, Acquiree, Accelerated upon Change in Control | |||
Employee Stock Benefit Plans | |||
Expense recognized for share-based compensation arrangements | $ 27,548 |
Employee Stock Benefit Plans _2
Employee Stock Benefit Plans - Share-based Compensation Reflected in the Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Stock Benefit Plans | |||
Share-based compensation expense | $ 59,553 | $ 27,048 | $ 22,281 |
Research and Development Expense | |||
Employee Stock Benefit Plans | |||
Share-based compensation expense | 17,448 | 4,936 | 4,849 |
Selling, General and Administrative Expenses | |||
Employee Stock Benefit Plans | |||
Share-based compensation expense | 41,194 | $ 22,112 | 17,323 |
Restructuring Charges | |||
Employee Stock Benefit Plans | |||
Share-based compensation expense | $ 911 | $ 109 |
Employee Stock Benefit Plans _3
Employee Stock Benefit Plans - Share-based Compensation Expense - Net of Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Stock Benefit Plans | |||
Total share-based compensation expense included in operating expenses | $ 59,553 | $ 27,048 | $ 22,281 |
Income tax benefit | 2,964 | 1,644 | |
Total share-based compensation expense, net of tax | $ 56,589 | $ 25,404 | $ 22,281 |
Employee Stock Benefit Plans _4
Employee Stock Benefit Plans - Share-based Compensation Expense - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Stock Benefit Plans | ||||
Share-based compensation expense | $ 59,553 | $ 27,048 | $ 22,281 | |
Research and Development Expense | ||||
Employee Stock Benefit Plans | ||||
Share-based compensation expense | 17,448 | 4,936 | 4,849 | |
Selling, General and Administrative Expenses | ||||
Employee Stock Benefit Plans | ||||
Share-based compensation expense | $ 41,194 | $ 22,112 | $ 17,323 | |
VectivBio Holding AG and its subsidiaries | ||||
Employee Stock Benefit Plans | ||||
Share-based compensation expense | $ 27,500 | |||
VectivBio Holding AG and its subsidiaries | Research and Development Expense | ||||
Employee Stock Benefit Plans | ||||
Share-based compensation expense | 11,300 | |||
VectivBio Holding AG and its subsidiaries | Selling, General and Administrative Expenses | ||||
Employee Stock Benefit Plans | ||||
Share-based compensation expense | $ 16,200 |
Employee Stock Benefit Plans _5
Employee Stock Benefit Plans - Stock Benefit Plans (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2010 | |
Stock Benefit Plans | ||
Shares available for future grant (in shares) | 14,647,564 | |
Employee Stock | ||
Stock Benefit Plans | ||
Purchase price as a percentage of fair market value of a share of common stock on the first or last day of an offering period (as a percent) | 85% | |
Offering period | 6 months | |
Shares reserved for issuance (in shares) | 400,000 | |
Threshold number of additional shares available for future grant (in shares) | 1,000,000 | |
Percentage for the threshold number of additional shares available for future grant, expressed as percentage of common stock outstanding on the last day of the immediately preceding fiscal year (as a percent) | 1% | |
Shares available for future grant (in shares) | 4,272,975 | |
A&R 2019 Equity Plan | ||
Stock Benefit Plans | ||
Shares reserved for issuance (in shares) | 6,000,000 | |
Shares available for future grant (in shares) | 10,374,589 | |
2019 Equity Plan | ||
Stock Benefit Plans | ||
Shares reserved for issuance (in shares) | 10,000,000 | |
Shares available for future grant (in shares) | 0 | |
2010 Equity Plan | ||
Stock Benefit Plans | ||
Shares available for future grant (in shares) | 0 |
Employee Stock Benefit Plans _6
Employee Stock Benefit Plans - Restricted Stock Awards - General Information (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Restricted Stock | Share-Based Payment Arrangement, Nonemployee | |
Stock Benefit Plans | |
Vesting period | 3 years |
Employee Stock Benefit Plans _7
Employee Stock Benefit Plans - Restricted Stock Awards - Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 189,118 | ||
Granted (in shares) | 178,800 | ||
Vested and released (in shares) | (189,118) | ||
Outstanding at the end of the period (in shares) | 178,800 | 189,118 | |
Weighted-Average Grant Date Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 11.22 | ||
Granted (in dollars per share) | 10.77 | $ 11.22 | $ 11.67 |
Vested and released (in dollars per share) | 11.22 | ||
Outstanding at the end of the period (in dollars per share) | $ 10.77 | $ 11.22 |
Employee Stock Benefit Plans _8
Employee Stock Benefit Plans - Restricted Stock Awards - Additional Information (Details) - Restricted Stock - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted-Average Grant Date Fair Value | |||
Weighted-average grant date fair value (in dollars per share) | $ 10.77 | $ 11.22 | $ 11.67 |
Employee Stock Benefit Plans | |||
Vested in period, total fair value | $ 2.1 | $ 2.8 | $ 2.5 |
Employee Stock Benefit Plans _9
Employee Stock Benefit Plans - Restricted Stock Units (Details) | 12 Months Ended |
Dec. 31, 2021 shares | |
Restricted Stock Units (RSUs) | |
Stock Benefit Plans | |
Right to number of shares of common stock per RSU (in shares) | 1 |
Employee Stock Benefit Plans_10
Employee Stock Benefit Plans - Time-based RSUs - Vesting (Details) - Time-based Restricted Stock Units | 12 Months Ended |
Dec. 31, 2023 | |
Minimum | |
Stock Benefit Plans | |
Vesting period | 2 years |
Maximum | |
Stock Benefit Plans | |
Vesting period | 4 years |
Employee Stock Benefit Plans_11
Employee Stock Benefit Plans - Time-based RSUs - Activity (Details) - Time-based Restricted Stock Units - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 4,290,145 | ||
Granted (in shares) | 3,125,831 | ||
Vested and released (in shares) | (1,663,981) | ||
Forfeited (in shares) | (409,268) | ||
Outstanding at the end of the period (in shares) | 5,342,727 | 4,290,145 | |
Weighted-Average Grant Date Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 10.91 | ||
Granted (in dollars per share) | 10.55 | $ 11.08 | $ 10.40 |
Vested and released (in dollars per share) | 10.95 | ||
Forfeited (in dollars per share) | 10.94 | ||
Outstanding at the end of the period (in dollars per share) | $ 10.68 | $ 10.91 |
Employee Stock Benefit Plans_12
Employee Stock Benefit Plans - Time-based RSUs - Additional Information (Details) - Time-based Restricted Stock Units - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted-Average Grant Date Fair Value | |||
Weighted-average grant date fair value (in dollars per share) | $ 10.55 | $ 11.08 | $ 10.40 |
Employee Stock Benefit Plans | |||
Vested in period, total fair value | $ 18.3 | $ 14.8 | $ 17.8 |
Employee Stock Benefit Plans_13
Employee Stock Benefit Plans - Performance-based RSUs - Vesting (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Performance-based Restricted Stock Units | |
Stock Benefit Plans | |
Vesting period | 3 years |
Employee Stock Benefit Plans_14
Employee Stock Benefit Plans - Performance-based RSUs - Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Performance-based Restricted Stock Units, Relative Total Shareholder Return | |||
Weighted-average assumptions used to estimate fair value | |||
Fair value of common stock (in dollars per share) | $ 11.39 | $ 11.13 | $ 11.39 |
Expected volatility (as a percent) | 37% | 41.70% | 47.90% |
Expected term | 3 years | 2 years 9 months 18 days | 2 years 7 months 6 days |
Risk-free interest rate (as a percent) | 4.70% | 1.60% | 0.30% |
Expected dividend yield (as a percent) | 0% | 0% | 0% |
Performance-based Restricted Stock Units, Absolute Total Shareholder Return | |||
Weighted-average assumptions used to estimate fair value | |||
Fair value of common stock (in dollars per share) | $ 10.74 | ||
Expected volatility (as a percent) | 37% | ||
Expected term | 3 years | ||
Risk-free interest rate (as a percent) | 4.70% | ||
Expected dividend yield (as a percent) | 0% |
Employee Stock Benefit Plans_15
Employee Stock Benefit Plans - Performance-based RSUs - Activity (Details) - Performance-based Restricted Stock Units - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 1,168,771 | ||
Granted (in shares) | 568,103 | ||
Vested and released (in shares) | (71,588) | ||
Forfeited (in shares) | (12,018) | ||
Outstanding at the end of the period (in shares) | 1,653,268 | 1,168,771 | |
Weighted-Average Grant Date Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 14.72 | ||
Granted (in dollars per share) | 14.09 | $ 14.30 | $ 14.65 |
Vested and released (in dollars per share) | 12.31 | ||
Forfeited (in dollars per share) | 13.17 | ||
Outstanding at the end of the period (in dollars per share) | $ 14.55 | $ 14.72 |
Employee Stock Benefit Plans_16
Employee Stock Benefit Plans - Performance-based RSUs - Additional Information (Details) - Performance-based Restricted Stock Units - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Stock Benefit Plans | |||
Vested in period, total fair value | $ 800 | $ 1,700 | $ 0 |
Weighted-Average Grant Date Fair Value | |||
Weighted-average grant date fair value (in dollars per share) | $ 14.09 | $ 14.30 | $ 14.65 |
Employee Stock Benefit Plans_17
Employee Stock Benefit Plans - Stock Options - General Information (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Stock Benefit Plans | |
Expiration period | 10 years |
Employee Stock Option | |
Stock Benefit Plans | |
Vesting period | 4 years |
Employee Stock Benefit Plans_18
Employee Stock Benefit Plans - Stock Options - Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Outstanding at the beginning of the period (in shares) | 6,931,372 | |
Exercised (in shares) | (255,209) | |
Cancelled (in shares) | (839,857) | |
Outstanding at the end of the period (in shares) | 5,836,306 | 6,931,372 |
Weighted-Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 12.34 | |
Exercised (in dollars per share) | 10.58 | |
Cancelled (in dollars per share) | 12.76 | |
Outstanding at the end of the period (in dollars per share) | $ 12.36 | $ 12.34 |
Vested or expected to vest | ||
Number of Shares (in shares) | 5,836,306 | |
Weighted-Average Exercise Price (in dollars per share) | $ 12.36 | |
Weighted Average Contractual Life | 2 years 6 months 21 days | |
Aggregate Intrinsic Value | $ 2,920 | |
Stock options | ||
Weighted Average Contractual Life - Outstanding | 2 years 6 months 21 days | 3 years 3 months 25 days |
Aggregate Intrinsic Value - Outstanding | $ 2,920 | $ 5,786 |
Number of Shares - Exercisable (in shares) | 5,836,280 | |
Weighted-Average Exercise Price - Exercisable (in dollars per share) | $ 12.36 | |
Weighted Average Contractual Life - Exercisable | 2 years 6 months 21 days | |
Aggregate Intrinsic Value - Exercisable | $ 2,920 |
Employee Stock Benefit Plans_19
Employee Stock Benefit Plans - Stock Options - Total Intrinsic Value (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options | |||
Total intrinsic value of options exercised | $ 0.2 | $ 0.9 | $ 2.7 |
Employee Stock Benefit Plans_20
Employee Stock Benefit Plans - Unrecognized Share-based Compensation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Stock options with time-based vesting | |
Unrecognized share-based compensation | |
Weighted-average remaining recognition period | 10 days |
Restricted Stock | |
Unrecognized share-based compensation | |
Unrecognized expense, net of estimated forfeitures, other than options | $ 897 |
Weighted-average remaining recognition period | 5 months 15 days |
Time-based Restricted Stock Units | |
Unrecognized share-based compensation | |
Unrecognized expense, net of estimated forfeitures, other than options | $ 30,988 |
Weighted-average remaining recognition period | 2 years 6 months |
Performance-based Restricted Stock Units | |
Unrecognized share-based compensation | |
Unrecognized expense, net of estimated forfeitures, other than options | $ 5,267 |
Weighted-average remaining recognition period | 1 year 1 month 17 days |
Income Taxes - Components of In
Income Taxes - Components of Income before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income before income taxes | |||
United States | $ 226,532 | $ 252,422 | $ 200,657 |
Foreign | (1,174,601) | ||
Income (loss) before income taxes | $ (948,069) | $ 252,422 | $ 200,657 |
Income Taxes - Provision for (B
Income Taxes - Provision for (Benefit from) Income Taxes - Tabular Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current taxes: | |||
State | $ 10,587 | $ 11,618 | $ 5,503 |
Foreign | 346 | ||
Total current taxes | 10,933 | 11,618 | 5,503 |
Deferred taxes: | |||
Federal | 47,864 | 52,191 | (251,367) |
State | 24,693 | 13,548 | (81,927) |
Total deferred taxes | 72,557 | 65,739 | (333,294) |
Income tax expense (benefit) | $ 83,490 | $ 77,357 | $ (327,791) |
Income Taxes - Provision for _2
Income Taxes - Provision for (Benefit from) Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | |||
Income tax (benefit) expense | $ 83,490 | $ 77,357 | $ (327,791) |
Income tax (benefit) expense, non-cash expense | 74,100 | 73,400 | |
Income tax (benefit) expense, cash expense | 9,400 | 4,000 | |
Deferred Income Tax Expense (Benefit) | |||
Deferred taxes | 72,557 | 65,739 | (333,294) |
Current taxes: | |||
State | $ 10,587 | $ 11,618 | $ 5,503 |
Income Taxes - Federal Statutor
Income Taxes - Federal Statutory Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent | |||
Federal statutory rate (as a percent) | 21% | 21% | 21% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of income taxes | |||
Income tax expense (benefit) using U.S. federal statutory rate | $ (199,094) | $ 53,009 | $ 42,138 |
Acquisition accounting for VectivBio Acquisition | 139,301 | ||
Foreign tax rate differential | 93,394 | ||
Disallowed transaction costs | 3,424 | ||
Permanent differences | 704 | (290) | 426 |
State income taxes, net of federal benefit | 14,024 | 16,160 | 12,554 |
Executive compensation - Section 162(m) | 3,979 | 2,654 | 695 |
Excess tax benefits | 1,903 | 3,613 | 6,270 |
Fair market valuation of Note Hedge Warrants and Convertible Note Hedges | (5) | (50) | 325 |
Tax credits | (79) | (252) | (9) |
Expiring net operating losses and tax credits | 933 | 1,087 | 491 |
Effect of change in state tax rate on deferred tax assets and deferred tax liabilities | 2,134 | 2,581 | 123 |
Change in the valuation allowance | 22,492 | (1,155) | (390,804) |
Other | 380 | ||
Income tax expense (benefit) | $ 83,490 | $ 77,357 | $ (327,791) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 105,401 | $ 88,769 |
Tax credit carryforwards | 58,437 | 59,290 |
Capitalized research and development | 18,267 | 12,683 |
Share-based compensation | 12,323 | 13,666 |
Basis difference on Convertible Notes | 1,613 | 2,845 |
Basis difference on collaboration agreement for North America with AbbVie | 80,638 | 95,460 |
Accruals and reserves | 7,149 | 5,935 |
Intangible assets | 10,968 | 5,299 |
Operating lease liability | 4,774 | 5,337 |
Other | 1,810 | 1,242 |
Total deferred tax assets | 301,380 | 290,526 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (3,407) | (3,810) |
Total deferred tax liabilities | (3,407) | (3,810) |
Net deferred tax assets | 297,973 | 286,716 |
Valuation allowance | (85,649) | (3,055) |
Net deferred tax asset | $ 212,324 | $ 283,661 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | |||
Valuation allowance | $ 85,649 | $ 3,055 | |
Net deferred tax assets | 297,973 | 286,716 | |
(Decrease) increase in valuation allowance | $ 82,600 | $ (1,200) | |
Release of Valuation Allowance on Majority of Tax Attributes and Other Deferred Tax Assets | |||
Income Taxes | |||
(Decrease) increase in valuation allowance | $ (333,300) |
Income Taxes - Acquisitions (De
Income Taxes - Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2023 | |
Uncertain tax positions | ||
Uncertain tax position, increases for acquisitions | $ 11,372 | |
VectivBio Holding AG and its subsidiaries | ||
Uncertain tax positions | ||
Uncertain tax position, increases for acquisitions | $ 11,000 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Domestic Tax Authority | |
Net operating loss carryforwards | |
Net operating loss carryforwards | $ 411.8 |
Net operating loss carryforwards, subject to expiration | 282.2 |
Net operating loss carryforwards, indefinite | 129.6 |
State | |
Net operating loss carryforwards | |
Net operating loss carryforwards | 352.8 |
Foreign Tax Authority | |
Net operating loss carryforwards | |
Net operating loss carryforwards | $ 535.5 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforwards (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Tax credit carryforward | |
Tax credit carryforward | $ 62.9 |
Income Taxes - Unrecognized Inc
Income Taxes - Unrecognized Income Tax Benefits - Tabular Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Unrecognized income tax benefits | |||
Balance at the beginning of the period | $ 102,625 | $ 84,606 | $ 68,087 |
Increases based on tax positions related to the current period | 85,446 | 101,225 | 83,206 |
Increases for tax positions assumed in VectivBio Acquisition | 11,372 | ||
Decreases for tax positions in prior periods | (101,225) | (83,206) | (66,687) |
Balance at the end of the period | $ 98,218 | $ 102,625 | $ 84,606 |
Income Taxes - Unrecognized I_2
Income Taxes - Unrecognized Income Tax Benefits - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Unrecognized tax benefits | ||||
Unrecognized tax benefits | $ 98,218 | $ 84,606 | $ 102,625 | $ 68,087 |
Amount of unrecognized tax benefits that, if recognized, would affect effective tax rate | 12,800 | |||
Reserves for uncertain tax positions recorded in other liabilities | 23,000 | $ 9,200 | ||
Interest and penalties related to uncertain tax positions | 1,000 | $ 0 | ||
Unrecognized tax benefits | ||||
Accrued interest and penalties related to uncertain tax positions | $ 5,200 |
Retirement Plans - Defined Cont
Retirement Plans - Defined Contribution Retirement Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan | |||
Compensation cost | $ 2,200,000 | $ 2,200,000 | $ 2,200,000 |
Minimum | |||
Defined Contribution Plan | |||
Employee contribution percentage per calendar year (as a percent) | 1% | ||
Maximum | |||
Defined Contribution Plan | |||
Employee contribution percentage per calendar year (as a percent) | 100% | ||
Ironwood Pharmaceuticals, Inc 401(k) Savings Plan, Matching Contributions, 100 Percent on First 3 Percent and 50 Percent on Next 3 Percent, 100 Percent on First 3 Percent | |||
Defined Contribution Plan | |||
Matching contribution, percent of match (as a percent) | 100% | ||
Matching contribution, percent of employees' gross pay (as a percent) | 3% | ||
Ironwood Pharmaceuticals, Inc 401(k) Savings Plan, Matching Contributions, 100 Percent on First 3 Percent and 50 Percent on Next 3 Percent, 50 Percent on Next 3 Percent | |||
Defined Contribution Plan | |||
Matching contribution, percent of match (as a percent) | 50% | ||
Matching contribution, percent of employees' gross pay (as a percent) | 3% | ||
Ironwood Pharmaceuticals, Inc 401(k) Savings Plan, Matching Contributions, 75 Percent on First $10,000, up to $7,500 | |||
Defined Contribution Plan | |||
Matching contribution, percentage of employee contribution (as a percent) | 75% | ||
Matching contribution, annual employee eligible contribution limit, amount | $ 10,000 |
Retirement Plans - Defined Bene
Retirement Plans - Defined Benefit Retirement Plans - General Information (Details) | 12 Months Ended |
Dec. 31, 2023 | |
General information | |
Defined Benefit Plan, Type | us-gaap:PensionPlansDefinedBenefitMember |
Defined Benefit Plan, Sponsor Location | country:BE, country:CH |
Retirement Plans - Defined Be_2
Retirement Plans - Defined Benefit Retirement Plans - Amounts Recognized in Net Periodic Benefit Cost (Credit) and Other Comprehensive (Income) Loss (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Defined benefit retirement plan expense | ||
Defined benefit retirement plan expense | $ 1,800 | |
Other comprehensive (income) loss | ||
Other comprehensive loss related to its defined benefit plans | $ 900 | $ 938 |
Retirement Plans - Defined Be_3
Retirement Plans - Defined Benefit Retirement Plans - Contributions (Details) $ in Millions | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Contributions | |
Employer contributions | $ 1.2 |
Employees contributions | $ 13.7 |
Retirement Plans - Defined Be_4
Retirement Plans - Defined Benefit Retirement Plans - Funded (Unfunded) Status (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Funded (unfunded) status | |
Total fair value of pension plan assets | $ 33 |
Fair values of projected benefit obligations | 37.6 |
Underfunded status | $ 4.6 |
Workforce Reduction and Restr_3
Workforce Reduction and Restructuring - General Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Apr. 30, 2023 | Dec. 31, 2023 | |
Restructuring Expenses | ||
Restructuring expenses | $ 17,443 | |
Reduction in Headquarter-based Workforce, April 2023 | ||
Workforce Reduction | ||
Restructuring and related cost, number of positions eliminated, period percent (as a percent) | 10% | |
Restructuring Expenses | ||
Restructuring expenses | 2,540 | |
Restructuring expenses and adjustments, primarily comprised of employee severance, benefits and related costs | 3,400 | |
VectivBio Acquisition-related Workforce Reductions, June 2023 | ||
Restructuring Expenses | ||
Restructuring expenses | $ 14,903 |
Workforce Reduction and Restr_4
Workforce Reduction and Restructuring - Tabular Disclosure (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Workforce Reduction | |
Balance at beginning of period | $ 0 |
Charges | 17,443 |
Amounts paid | (9,413) |
Adjustments | 342 |
Balance at end of period | 8,372 |
Reduction in Headquarter-based Workforce, April 2023 | |
Workforce Reduction | |
Balance at beginning of period | 0 |
Charges | 2,540 |
Amounts paid | (2,232) |
Adjustments | (38) |
Balance at end of period | 270 |
VectivBio Acquisition-related Workforce Reductions, June 2023 | |
Workforce Reduction | |
Balance at beginning of period | 0 |
Charges | 14,903 |
Amounts paid | (7,181) |
Adjustments | 380 |
Balance at end of period | $ 8,102 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Selected Quarterly Financial Data | |||||||||||
Total revenues | $ 117,553 | $ 113,739 | $ 107,382 | $ 104,061 | $ 107,199 | $ 108,637 | $ 97,231 | $ 97,529 | $ 442,735 | $ 410,596 | $ 413,753 |
Total cost and expenses | 79,964 | 73,716 | 1,190,521 | 43,964 | 38,836 | 40,164 | 41,576 | 39,683 | 1,388,165 | 160,259 | 181,494 |
Other income (expense), net | (7,229) | (8,091) | 6,917 | 5,764 | 3,902 | 1,434 | (1,870) | (1,381) | (2,639) | 2,085 | (31,602) |
Net income (loss) | (1,745) | 13,950 | (1,089,478) | 45,714 | (1,031,559) | 175,065 | 528,448 | ||||
Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. | (1,087) | 15,321 | (1,062,187) | 45,714 | 48,867 | 50,317 | 37,080 | 38,801 | (1,002,239) | 175,065 | 528,448 |
Comprehensive income (loss) attributable to Ironwood Pharmaceuticals, Inc. | $ (3,303) | $ 14,569 | $ (1,062,187) | $ 45,714 | $ 48,867 | $ 50,317 | $ 37,080 | $ 38,801 | $ (1,005,207) | $ 175,065 | $ 528,448 |
Net income (loss) per share - basic (in dollars per share) | $ (0.01) | $ 0.10 | $ (6.84) | $ 0.30 | $ 0.32 | $ 0.33 | $ 0.24 | $ 0.25 | $ (6.45) | $ 1.13 | $ 3.26 |
Net income (loss) per share - diluted (in dollars per share) | $ (0.01) | $ 0.09 | $ (6.84) | $ 0.25 | $ 0.27 | $ 0.28 | $ 0.21 | $ 0.21 | $ (6.45) | $ 0.96 | $ 3.21 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||||||||||
Net Income (Loss) | $ (1,087) | $ 15,321 | $ (1,062,187) | $ 45,714 | $ 48,867 | $ 50,317 | $ 37,080 | $ 38,801 | $ (1,002,239) | $ 175,065 | $ 528,448 |
Insider Trading Arrangements
Insider Trading Arrangements - Ronald Silver | 3 Months Ended |
Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Item 9B. Other Information During the quarter ended December 31, 2023, the following directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, for the purchase or sale of our securities, the material terms of which are set forth in the table below. Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement (1) Aggregate Number of Securities Ronald Silver (Corporate Controller) Adoption (December 15, 2023) Rule 10b5-1 trading arrangement Sale December 15, 2025 Indeterminable (2) (1) The dates in this column represent the scheduled expiration date of each director or officer’s Rule 10b5-1 trading arrangement. Each Rule 10b5-1 trading arrangement may terminate earlier than the date provided should all transactions contemplated thereunder occur prior to such date. (2) Mr. Silver’s Rule 10b5-1 trading arrangement provides for the (i) sale of 40,873 shares of common stock; (ii) sale of an indeterminable number of shares of common stock that Mr. Silver may purchase under the Company’s ESPP; and (iii) sale of an indeterminable number of shares of common stock. The number of shares in clause (iii) subject to RSUs that will be sold to satisfy applicable tax withholding obligations upon vesting is unknown as the number will vary based on the extent to which vesting conditions are satisfied and the market price of the Company’s common stock at the time of settlement. This trading arrangement, which applies to RSUs vesting, is based on the passage of time provides for the automatic sale of shares that would otherwise be issuable on each settlement date of a RSU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation. |
Name | Ronald Silver |
Title | Corporate Controller |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | December 15, 2023 |
Aggregate Available | 40,873 |
Trd Arr Expiration Date | Dec. 15, 2025 |