Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36033 | |
Entity Registrant Name | THERAVANCE BIOPHARMA, INC. | |
Entity Incorporation, State or Country Code | KY | |
Entity Tax Identification Number | 98-1226628 | |
Entity Address, Address Line One | PO Box 309 | |
Entity Address, Address Line Two | Ugland House, South Church Street | |
Entity Address, City or Town | George Town, Grand Cayman | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-1104 | |
City Area Code | 650 | |
Local Phone Number | 808-6000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Ordinary Share $0.00001 Par Value | |
Trading Symbol | TBPH | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 67,365,912 | |
Entity Central Index Key | 0001583107 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 418,538 | $ 89,959 |
Short-term marketable securities | 68,294 | 83,506 |
Receivables from collaborative arrangements | 14,114 | 14,065 |
Prepaid clinical and development services | 2,645 | 10,245 |
Other prepaid and current assets | 8,127 | 8,561 |
Amounts due from TRC, LLC (Discontinued operations) | 43,534 | |
Total current assets | 511,718 | 249,870 |
Property and equipment, net | 11,884 | 13,657 |
Operating lease assets | 39,992 | 39,690 |
Future contingent milestone and royalty assets | 194,200 | |
Restricted cash | 836 | 837 |
Other assets | 4,866 | 3,228 |
Equity in net assets of TRC, LLC (Discontinued operations) | 67,537 | |
Total assets | 763,496 | 374,819 |
Current liabilities: | ||
Accounts payable | 5,337 | 3,098 |
Accrued personnel-related expenses | 7,560 | 12,796 |
Accrued clinical and development expenses | 4,078 | 17,010 |
Accrued general and administrative expenses | 3,749 | 2,898 |
Operating lease liabilities | 692 | 503 |
Deferred revenue | 24 | 98 |
Current portion of non-recourse notes due 2035, net | 16,940 | |
Accrued interest payable | 1,246 | |
Other accrued liabilities | 142 | 1,304 |
Income tax payable (Discontinued operations) | 120,550 | |
Accrued interest payable (Discontinued operations) | 2,694 | |
Total current liabilities | 142,132 | 58,587 |
Long-term operating lease liabilities | 51,381 | 52,681 |
Future royalty payment contingency | 24,888 | |
Long-term deferred revenue | 199 | 310 |
Unrecognized Tax Benefits | 62,661 | 240 |
Other long-term liabilities | 1,657 | 2,180 |
Non-recourse notes due 2035, net | 371,359 | |
Convertible senior notes due 2023, net | 228,035 | |
Commitments and contingencies | ||
Shareholders' Equity (Deficit) | ||
Preferred shares, $0.00001 par value: 230 shares authorized, no shares issued or outstanding | ||
Ordinary shares, $0.00001 par value: 200,000 shares authorized; 67,366 and 74,435 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 1 | 1 |
Additional paid-in capital | 1,324,247 | 1,387,469 |
Accumulated other comprehensive loss | (121) | |
Accumulated deficit | (843,549) | (1,726,043) |
Total shareholders' equity (deficit) | 480,578 | (338,573) |
Total liabilities and shareholders' equity (deficit) | $ 763,496 | $ 374,819 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred shares, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred shares, shares authorized | 230 | 230 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, outstanding shares | 0 | 0 |
Ordinary shares, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Ordinary shares, authorized shares | 200,000 | 200,000 |
Ordinary shares, shares issued | 67,366 | 74,435 |
Ordinary shares, shares outstanding | 67,366 | 74,435 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Total revenue | $ 12,451 | $ 13,194 | $ 36,697 | $ 40,365 |
Expenses: | ||||
Research and development (1) | 9,867 | 43,739 | 48,691 | 162,431 |
Selling, general and administrative (1) | 16,277 | 21,299 | 51,105 | 77,780 |
Restructuring and related expenses (1) | 509 | 1,771 | 11,427 | 1,771 |
Total expenses | 26,653 | 66,809 | 111,223 | 241,982 |
Loss from operations | (14,202) | (53,615) | (74,526) | (201,617) |
Interest expense | (1,545) | (2,136) | (5,819) | (6,410) |
Loss on extinguishment of debt | (3,034) | (3,034) | ||
Interest income and other income (expense), net | 2,758 | (166) | 4,823 | 771 |
Loss from continuing operations before income taxes | (16,023) | (55,917) | (78,556) | (207,256) |
Provision for income tax benefit (expense) | 7 | (12) | ||
Net loss from continuing operations | (16,023) | (55,910) | (78,568) | (207,256) |
Income from discontinued operations before income taxes | 1,115,016 | 20,602 | 1,143,930 | 39,864 |
Provision for income tax expense | (182,362) | (182,868) | ||
Net income from discontinued operations | 932,654 | 20,602 | 961,062 | 39,864 |
Net income (loss) | 916,631 | (35,308) | 882,494 | (167,392) |
Net unrealized gain (loss) on available-for-sale investments | (76) | 6 | (121) | (33) |
Total comprehensive income (loss) | $ 916,555 | $ (35,302) | $ 882,373 | $ (167,425) |
Net income (loss) per share: | ||||
Continuing operations - basic | $ (0.21) | $ (0.76) | $ (1.04) | $ (3.05) |
Continuing operations - diluted | (0.21) | (0.76) | (1.04) | (3.05) |
Discontinued operations - basic | 12.35 | 0.28 | 12.70 | 0.59 |
Discontinued operations - diluted | 12.35 | 0.28 | 12.70 | 0.59 |
Net income (loss) - basis | 12.14 | (0.48) | 11.66 | (2.46) |
Net income (loss) - diluted | $ 12.14 | $ (0.48) | $ 11.66 | $ (2.46) |
Shares used to compute basic net income (loss) per share | 75,515 | 73,574 | 75,678 | 67,945 |
Shares used to compute diluted net income (loss) per share | 75,515 | 73,574 | 75,678 | 67,945 |
Total share-based compensation expense | $ 8,530 | $ 14,370 | $ 32,784 | $ 45,143 |
Research and development | ||||
Expenses: | ||||
Restructuring and related expenses (1) | 100 | 5,300 | ||
Net income (loss) per share: | ||||
Total share-based compensation expense | 2,623 | 6,956 | 10,709 | 22,192 |
Selling, general and administrative | ||||
Expenses: | ||||
Restructuring and related expenses (1) | 400 | 6,200 | ||
Net income (loss) per share: | ||||
Total share-based compensation expense | 5,196 | 7,414 | 16,488 | 22,951 |
Restructuring and related expenses | ||||
Net income (loss) per share: | ||||
Total share-based compensation expense | 711 | 5,587 | ||
Viatris collaboration agreement | ||||
Revenue: | ||||
Total revenue | 12,445 | 10,397 | 34,010 | 31,716 |
Collaboration revenue | ||||
Revenue: | ||||
Total revenue | $ 6 | $ 2,797 | 187 | $ 8,649 |
Licensing revenue | ||||
Revenue: | ||||
Total revenue | $ 2,500 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) shares in Thousands, $ in Thousands | Ordinary Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balances at Dec. 31, 2020 | $ 1 | $ 1,222,818 | $ 47 | $ (1,526,617) | $ (303,751) |
Balances (in shares) at Dec. 31, 2020 | 64,328 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net proceeds from sale of ordinary shares | 108,180 | 108,180 | |||
Net proceeds from sale of ordinary shares (in shares) | 7,705 | ||||
Proceeds from ESPP purchases | 2,862 | 2,862 | |||
Proceeds from ESPP purchases (in shares) | 188 | ||||
Employee share-based compensation expense | 45,143 | 45,143 | |||
Issuance of restricted shares (in shares) | 1,978 | ||||
Option exercises | 5 | 5 | |||
Repurchase of shares to satisfy tax withholding | (8,606) | (8,606) | |||
Repurchase of shares to satisfy tax withholding (in shares) | (501) | ||||
Net unrealized gain (loss) on marketable securities | (33) | (33) | |||
Net income (loss) | (167,392) | (167,392) | |||
Balances at Sep. 30, 2021 | $ 1 | 1,370,402 | 14 | (1,694,009) | (323,592) |
Balances (in shares) at Sep. 30, 2021 | 73,698 | ||||
Balances at Jun. 30, 2021 | $ 1 | 1,358,318 | 8 | (1,658,701) | (300,374) |
Balances (in shares) at Jun. 30, 2021 | 73,470 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Employee share-based compensation expense | 14,370 | 14,370 | |||
Issuance of restricted shares (in shares) | 391 | ||||
Repurchase of shares to satisfy tax withholding | (2,286) | (2,286) | |||
Repurchase of shares to satisfy tax withholding (in shares) | (163) | ||||
Net unrealized gain (loss) on marketable securities | 6 | 6 | |||
Net income (loss) | (35,308) | (35,308) | |||
Balances at Sep. 30, 2021 | $ 1 | 1,370,402 | 14 | (1,694,009) | (323,592) |
Balances (in shares) at Sep. 30, 2021 | 73,698 | ||||
Balances at Dec. 31, 2021 | $ 1 | 1,387,469 | (1,726,043) | $ (338,573) | |
Balances (in shares) at Dec. 31, 2021 | 74,435 | 74,435 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Repurchase of ordinary shares | (94,037) | $ (94,037) | |||
Repurchase of ordinary shares (in shares) | (9,645) | ||||
Proceeds from ESPP purchases | 488 | 488 | |||
Proceeds from ESPP purchases (in shares) | 72 | ||||
Employee share-based compensation expense | 32,784 | 32,784 | |||
Issuance of restricted shares (in shares) | 2,764 | ||||
Repurchase of shares to satisfy tax withholding | (2,457) | (2,457) | |||
Repurchase of shares to satisfy tax withholding (in shares) | (260) | ||||
Net unrealized gain (loss) on marketable securities | (121) | (121) | |||
Net income (loss) | 882,494 | 882,494 | |||
Balances at Sep. 30, 2022 | $ 1 | 1,324,247 | (121) | (843,549) | $ 480,578 |
Balances (in shares) at Sep. 30, 2022 | 67,366 | 67,366 | |||
Balances at Jun. 30, 2022 | $ 1 | 1,410,415 | (45) | (1,760,180) | $ (349,809) |
Balances (in shares) at Jun. 30, 2022 | 76,427 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Repurchase of ordinary shares | (94,037) | (94,037) | |||
Repurchase of ordinary shares (in shares) | (9,645) | ||||
Proceeds from ESPP purchases | 1 | 1 | |||
Employee share-based compensation expense | 8,530 | 8,530 | |||
Issuance of restricted shares (in shares) | 655 | ||||
Repurchase of shares to satisfy tax withholding | (662) | (662) | |||
Repurchase of shares to satisfy tax withholding (in shares) | (71) | ||||
Net unrealized gain (loss) on marketable securities | (76) | (76) | |||
Net income (loss) | 916,631 | 916,631 | |||
Balances at Sep. 30, 2022 | $ 1 | $ 1,324,247 | $ (121) | $ (843,549) | $ 480,578 |
Balances (in shares) at Sep. 30, 2022 | 67,366 | 67,366 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net income (loss) | $ 882,494 | $ (167,392) |
Less: Net income from discontinued operations | (961,062) | (39,864) |
Net loss from continuing operations | (78,568) | (207,256) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,057 | 4,551 |
Amortization and accretion income, net | (342) | 9 |
Ampreloxetine interest accretion | 424 | |
Share-based compensation | 32,784 | 45,143 |
Gain on disposal of property and equipment | (96) | |
Gain on sale of Velusetrag | (2,709) | |
Amortization of right-of-use assets | 2,284 | 2,758 |
Gain from lease modification | (1,863) | |
Loss on extinguishment of debt | 3,034 | |
Other | 35 | |
Changes in operating assets and liabilities: | ||
Receivables from collaborative and licensing arrangements | (49) | 1,867 |
Prepaid clinical and development services | 7,600 | 7,132 |
Other prepaid and current assets | (1,148) | (99) |
Right-of-use lease assets | (2,587) | |
Other assets | (1,743) | (1,006) |
Accounts payable | 2,150 | 2,206 |
Accrued personnel-related expenses, accrued clinical and development expenses, and other accrued liabilities | (18,465) | (36,573) |
Accrued interest payable | (1,246) | |
Deferred revenue | (186) | (8,648) |
Operating lease liabilities | (1,111) | 443 |
Other long-term liabilities | (421) | 776 |
Net cash used in operating activities - continuing operations | (57,338) | (190,525) |
Net cash used in operating activities - discontinued operations | (5,598) | 25,101 |
Net cash used in operating activities | (62,936) | (165,424) |
Investing activities | ||
Purchases of property and equipment | (306) | (2,962) |
Purchases of marketable securities | (93,260) | (104,774) |
Maturities of marketable securities | 108,700 | 221,400 |
Sale of short-term investments and marketable securities | 5 | |
Proceeds from the sale of Velusetrag | 2,709 | |
Proceeds from the sale of property and equipment | 1,866 | 6 |
Net cash provided by investing activities - continuing operations | 19,714 | 113,670 |
Net cash provided by investing activities - discontinued operations | 1,095,134 | |
Net cash provided by investing activities | 1,114,848 | 113,670 |
Financing activities | ||
Proceeds from the sale of ordinary shares, net | 108,180 | |
Repurchases of ordinary shares | (94,037) | |
Proceeds from ampreloxetine funding, net | 24,464 | |
Proceeds from ESPP purchases | 488 | 2,862 |
Proceeds from option exercises | 5 | |
Repurchase of shares to satisfy tax withholding | (2,457) | (8,606) |
Net cash (used in) provided by financing activities - continuing operations | (703,145) | 91,711 |
Net cash used in financing activities - discontinued operations | (20,189) | |
Net cash (used in) provided by financing activities | (723,334) | 91,711 |
Net increase in cash, cash equivalents, and restricted cash | 328,578 | 39,957 |
Cash, cash equivalents, and restricted cash at beginning of period | 90,796 | 82,300 |
Cash, cash equivalents, and restricted cash at end of period | 419,374 | 122,257 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 22,244 | 26,954 |
Cash paid (received) for income taxes, net | 26 | (3,814) |
2035 notes | ||
Financing activities | ||
Principal payment on notes | (399,998) | $ (10,730) |
2033 notes | ||
Financing activities | ||
Principal payment on notes | $ (231,605) |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Summary of Significant Accounting Policies. | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Theravance Biopharma, Inc. (“Theravance Biopharma” or the “Company”) is a biopharmaceutical company primarily focused on the discovery, development, and commercialization of medicines. The Company’s core purpose is to create medicines that make a difference ® Basis of Presentation The Company’s condensed consolidated financial information as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 is unaudited but includes all adjustments (consisting only of normal recurring adjustments), which are considered necessary for a fair presentation of the financial position at such date and of the operating results and cash flows for those periods, and have been prepared in accordance with United States (“US”) generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated December 31, 2021 financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2022. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other interim period or for any future period. These condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and intercompany transactions and balances have been eliminated. On July 20, 2022, the Company completed a monetization of its ownership interests in a significant equity method investment which had a major effect on the Company’s financial results for the three and nine months ended September 30, 2022 (see Note 8. Sale of Equity Interests in Theravance Respiratory Company, LLC). In accordance with GAAP, the transaction was accounted for as a sale of a financial asset. For all periods presented, the results of the sale have been included as discontinued operations on these condensed consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Significant Accounting Policies There have been no material revisions in the Company’s significant accounting policies described in Note 1 to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2021. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 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) simplifies the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity removing certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. The standard also enhances the consistency of earnings-per-share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings-per-share calculations. within those fiscal years beginning after December 15, 2021. The Company evaluated ASU 2020-06 and determined that its adoption did not have an impact on the Company’s condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted The Company has evaluated other recently issued accounting pronouncements and does not currently believe that any of these pronouncements will have a material impact on its condensed consolidated financial statements and related disclosures. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 9 Months Ended |
Sep. 30, 2022 | |
Net Income (Loss) per Share | |
Net Income (Loss) per Share | 2. Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding, less ordinary shares subject to forfeiture. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding, less ordinary shares subject to forfeiture, plus all additional ordinary shares that would have been outstanding, assuming dilutive potential ordinary shares had been issued for other dilutive securities. Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2022 2021 2022 2021 Numerator: Net loss from continuing operations $ (16,023) $ (55,910) $ (78,568) $ (207,256) Net income from discontinued operations 932,654 20,602 961,062 39,864 Net income (loss) 916,631 (35,308) 882,494 (167,392) Denominator: Weighted-average ordinary shares outstanding 75,515 73,574 75,678 68,021 Less: weighted-average ordinary shares subject to forfeiture — — — (76) Weighted-average ordinary shares outstanding - basic and diluted 75,515 73,574 75,678 67,945 Net income (loss) per ordinary share: Continuing operations - basic and diluted $ (0.21) $ (0.76) $ (1.04) $ (3.05) Discontinued operations - basic and diluted $ 12.35 $ 0.28 $ 12.70 $ 0.59 Net income (loss) - basic and diluted $ 12.14 $ (0.48) $ 11.66 $ (2.46) Anti-dilutive Securities In accordance with ASC 260, Earnings Per Share , if a company incurred a loss related to its continuing operations, then potential ordinary shares are considered anti-dilutive for the periods in which the loss was recognized. For the three and nine months ended September 30, 2022 and 2021, the Company recognized losses from continuing operations. As a result, the following ordinary equivalent shares were not included in the computation of diluted net loss per share for both continuing operations and discontinuing operations: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Share issuances under equity incentive plans and purchase plans 5,036 8,900 7,137 8,307 Share issuances upon the conversion of convertible senior notes — 6,676 — 6,676 Total 5,036 15,576 7,137 14,983 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue | |
Revenue | 3. Revenue Revenue from Collaborative Arrangements Viatris In January 2015, the Company and Viatris Inc. (“Viatris”) established a strategic collaboration (the “Viatris Agreement”) for the development and commercialization of revefenacin, including YUPELRI ® In the US, Viatris is leading the commercialization of YUPELRI, and the Company co-promotes the product under a profit and loss sharing arrangement (65% to Viatris; 35% to Theravance Biopharma). Outside the US (including China and adjacent territories), Viatris is responsible for development and commercialization and will pay the Company a tiered royalty on net sales at percentage royalty rates ranging from low double-digits to mid-teens. Viatris is the principal in the sales transactions, and as a result, the Company does not reflect the product sales in its condensed consolidated financial statements. As of September 30, 2022, the Company is eligible to receive from Viatris potential global development, regulatory and sales milestone payments totaling up to $257.5 million in the aggregate, with $205.0 million associated with YUPELRI monotherapy, and $52.5 million associated with future potential combination products. Of the $205.0 million associated with monotherapy, $187.5 million relates to sales milestones based on achieving certain levels of net sales and $17.5 million relates to global development and regulatory actions. The $52.5 million associated with future potential combination products relates solely to development and regulatory actions. The Viatris Agreement is considered to be within the scope of ASC 808, Collaborative Arrangements Revenue from Contracts with Customers The future potential milestone amounts for Following the FDA approval of YUPELRI in November 2018, net amounts payable to or receivable from Viatris each quarter under the profit-sharing structure are disaggregated according to their individual components. In accordance with the applicable accounting guidance, amounts receivable mounts payable to Viatris, if any, in connection with the commercialization of YUPELRI are recorded within the condensed consolidated statements of operations as a collaboration loss within selling, general and administrative expenses. Any reimbursement from Viatris attributed to the 65% cost-sharing of the Company’s R&D expenses is characterized as a reduction of R&D expense, as the Company does not consider performing research and development services for reimbursement to be a part of its ordinary activities. The following YUPELRI-related amounts were recognized within revenue in the Company’s condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Viatris collaboration agreement - Amounts receivable from Viatris $ 12,445 $ 10,397 $ 34,010 $ 31,716 Other Collaborative Arrangement Revenues The Company’s other collaborative arrangement revenues consisted of: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Alfasigma $ — $ 3 $ 169 $ 10 Viatris 6 6 18 18 Janssen — 2,788 — 8,621 Total collaboration revenue $ 6 $ 2,797 $ 187 $ 8,649 All of the recognized revenues from the Company’s other collaborative arrangements presented in the table above were included in deferred revenue at the beginning of the respective periods. Janssen Biotech In February 2018, the Company entered into a global co-development and commercialization agreement with Janssen Biotech, Inc. (“Janssen”) for izencitinib and related back-up compounds for inflammatory intestinal diseases, including ulcerative colitis and Crohn’s disease (the “Janssen Agreement”). The Company received an upfront payment of $100.0 million related to the Janssen Agreement. Following unfavorable Phase 3 clinical trial results for izencitinib announced in August 2021, Janssen terminated the Janssen Agreement effective January 16, 2022. As a result, the Company did not recognize any collaboration revenue related to the Janssen Agreement for the three and nine months ended September 30, 2022. For the three and nine months ended September 30, 2021, the Company recognized $2.8 million and $8.6 million, respectively, in collaboration revenue related to the Janssen Agreement. Reimbursement of R&D Expenses As noted above, under certain collaborative arrangements the Company is entitled to reimbursement of certain R&D expenses. Activities under collaborative arrangements for which the Company is entitled to reimbursement are considered to be collaborative activities under the scope of ASC 808. For these units of account, the Company does not analogize to ASC 606 or recognize revenue. The Company records reimbursement payments received from its collaboration partners as reductions to R&D expense. The following table summarizes the reductions to R&D expense related to the reimbursement payments: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Viatris $ 1,657 $ 1,096 $ 4,736 $ 1,257 Janssen — 2,205 — 4,730 Total reduction to R&D expense, net $ 1,657 $ 3,301 $ 4,736 $ 5,987 Revenue from Licensing Arrangements Pfizer In December 2019, the Company entered into a global license agreement with Pfizer Inc. (“Pfizer”) for our preclinical skin-selective, locally-acting pan-JAK inhibitor program (the “Pfizer Agreement”). The compounds in this program are designed to target validated pro-inflammatory pathways and are specifically designed to possess skin-selective activity with minimal systemic exposure. Under the Pfizer Agreement, Pfizer has an exclusive license to develop, manufacture and commercialize certain compounds for all uses other than gastrointestinal, ophthalmic, and respiratory applications. The Company received an upfront cash payment of $10.0 million in 2019, and in March 2022, the Company recognized $2.5 million in licensing revenue related to a development milestone payment from Pfizer for the dosing of the first patient in the Phase 1 clinical trial. As of September 30, 2022, the Company is |
Sale of Velusetrag
Sale of Velusetrag | 9 Months Ended |
Sep. 30, 2022 | |
Sale of Velusetrag | |
Sale of Velusetrag | 4. Sale of Velusetrag Velusetrag is an oral, investigational medicine developed for gastrointestinal motility disorders. It is a highly selective agonist with high intrinsic activity at the human 5-HT4 receptor. In 2012, the Company partnered with Alfasigma S.p.A. (“Alfasigma”) in the development of velusetrag and its commercialization in certain countries. In April 2018, Alfasigma exercised its option to continue to develop and commercialize velusetrag, and the Company elected not to pursue further development. Global rights to develop, manufacture and commercialize velusetrag were transferred to Alfasigma under the terms of the collaboration arrangement. On June 30, 2022, the Company entered into an Asset Purchase Agreement (the “APA”) to sell all of its velusetrag assets to Alfasigma. In connection with the closing of the transaction, Alfasigma acquired, among other things, (i) intellectual property and (ii) books and records related to velusetrag. As consideration for the velusetrag sale, the Company received an upfront payment of $2.8 million in July 2022, and pursuant to the terms of the APA, the Company is eligible to receive up to $105.0 million in additional future developmental and sales milestones. At the time of the sale, the velusetrag assets had no remaining book value on the Company’s records, and all of the velusetrag assets were delivered to Alfasigma. For the nine months ended September 30, 2022, the Company recognized a net gain of $2.7 million, after transaction costs, related to the sale of velusetrag within “interest income and other income (expense), net” on the consolidated statements of operations. |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 9 Months Ended |
Sep. 30, 2022 | |
Cash, Cash Equivalents, and Restricted Cash | |
Cash, Cash Equivalents, and Restricted Cash | 5. Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the current period and comparable prior year period condensed consolidated balance sheets that sum to the total of the same such amounts shown on the condensed consolidated statements of cash flows. September 30, (In thousands) 2022 2021 Cash and cash equivalents $ 418,538 $ 121,424 Restricted cash 836 833 Total cash, cash equivalents, and restricted cash shown on the condensed consolidated $ 419,374 $ 122,257 The Company maintains restricted cash for certain lease agreements and letters of credit by which the Company has pledged cash and cash equivalents as collateral. The cash-related amounts reported in the table above exclude the Company’s investments in any short and long-term marketable securities that are reported separately on the condensed consolidated balance sheets. The increase in cash and cash equivalents, compared to the prior year period, was primarily due to the sale of the Company’s equity interest in Theravance Respiratory Company, LLC (see Note 8 for further information) in July 2022. The Company also proceeded to paydown all of its long-term debt (See Note 10 for further information) by the end of August 2022, and in September 2022, the Company initiated a $250.0 million capital return program (see Note 14 for further information). |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Investments and Fair Value Measurements | |
Investments and Fair Value Measurements | 6. Investments and Fair Value Measurements Available-for-Sale Securities The estimated fair value of marketable securities is based on quoted market prices for these or similar investments obtained from a commercial pricing service. The fair market value of marketable securities classified within Level 1 is based on quoted prices for identical instruments in active markets. The fair value of marketable securities classified within Level 2 is based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; or model-driven valuations whose inputs are observable or whose significant value drivers are observable. Observable inputs may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. Available-for-sale securities are summarized below: September 30, 2022 Gross Gross Amortized Unrealized Unrealized Estimated (In thousands) Cost Gains Losses Fair Value US government securities Level 1 $ 3,987 $ — $ (8) $ 3,979 Corporate notes Level 2 12,006 — (38) 11,968 Commercial paper Level 2 61,377 — (75) 61,302 Marketable securities 77,370 — (121) 77,249 Money market funds Level 1 397,674 — — 397,674 Total $ 475,044 $ — $ (121) $ 474,923 December 31, 2021 Gross Gross Amortized Unrealized Unrealized Estimated (In thousands) Cost Gains Losses Fair Value US government securities Level 1 $ 29,986 $ — $ (2) $ 29,984 Corporate notes Level 2 5,034 — (2) 5,032 Commercial paper Level 2 48,490 1 (1) 48,490 Marketable securities 83,510 1 (5) 83,506 Money market funds Level 1 50,228 — — 50,228 Total $ 133,738 $ 1 $ (5) $ 133,734 As of September 30, 2022, all of the Company’s available-for-sale securities had contractual maturities within six months, and the weighted-average maturity of marketable securities was less than one month. There were no transfers between Level 1 and Level Available-for-sale debt securities with unrealized losses are summarized below: September 30, 2022 Less than 12 Months Greater than 12 Months Total Gross Gross Gross Estimated Unrealized Estimated Unrealized Estimated Unrealized (In thousands) Fair Value Losses Fair Value Losses Fair Value Losses US government securities $ 3,979 $ (8) $ — $ — $ 3,979 $ (8) Corporate notes 11,968 (38) — — 11,968 (38) Commercial paper 61,302 (75) — — 61,302 (75) Total $ 77,249 $ (121) $ — $ — $ 77,249 $ (121) December 31, 2021 Less than 12 Months Greater than 12 Months Total Gross Gross Gross Estimated Unrealized Estimated Unrealized Estimated Unrealized (In thousands) Fair Value Losses Fair Value Losses Fair Value Losses US government securities $ 19,991 $ (2) $ — $ — $ 19,991 $ (2) Corporate notes 5,031 (2) — — 5,031 (2) Commercial paper 9,995 (1) — — 9,995 (1) Total $ 35,017 $ (5) $ — $ — $ 35,017 $ (5) The Company invests primarily in high credit quality and short-term maturity T As of September 30, 2022, the Company’s accumulated other comprehensive income (loss) on its condensed consolidated balance sheets consisted of net unrealized gains (losses) on available-for-sale investments. For the three and nine months ended September 30, 2022 and 2021, the Company did not sell any marketable securities. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | 7. Leases Dublin Lease In April 2017, the Company leased approximately 6,100 square feet of office space in Dublin, Ireland, under a non-cancelable operating lease that expires in April 2027 (“Dublin Lease”). In May 2022, the Company entered into an agreement under which it assigned the Dublin Lease (“Lease Assignment”) to an unaffiliated company. The Company determined that the Lease Assignment would be accounted for as a lease modification under ASC 842, Leases As a result of the lease modification, the Company reduced the value of its operating lease assets and liabilities in the consolidated balance sheets by $1.4 million and $1.5 million, respectively. Under the Lease Assignment, the Company sold furniture and equipment located in the Dublin office to the unaffiliated company and recognized a net loss of $0.1 million from the sale. Following the completion of the Lease Assignment, in May 2022, the Company entered into a new operating lease agreement for approximately South San Francisco Sublease In June 2022, the Company entered into a non-cancelable agreement under which it subleased approximately 78,000 square feet of its South San Francisco office and laboratory space to an unaffiliated company. The sublease term continues through May 2030, consistent with the expiration of the Company’s head lease, and the subtenant has no option to extend the sublease. Under the terms of the sublease, the Company is entitled to receive an initial monthly base rent of $0.5 million which will be subject to annual increases of 3%, as well as the subtenant’s proportionate share of the property’s operating expenses. The Company expects to receive a total of $51.7 million in base rent over the sublease term which represents a $13.5 million premium over its proportionate lease payment obligations under the head lease. Under the terms of the head lease, 50% of the sublease premium, equal to $6.7 Sublease income related to this sublease agreement, including base rent and certain sublease transaction cost reimbursements from the landlord, was $1.6 million and $1.9 million for the three and nine months ended September 30, 2022, respectively. The following table summarizes the future undiscounted cash inflows relating to the sublease agreement as of September 30, 2022: (In thousands) Year ending December 31: 2022 $ 3,554 2023 6,495 2024 6,495 2025 6,495 2026 6,495 Thereafter 22,192 Total operating sublease receipts $ 51,726 |
Sale of Equity Interests in The
Sale of Equity Interests in Theravance Respiratory Company, LLC and Discontinued Operations | 9 Months Ended |
Sep. 30, 2022 | |
Sale of Equity Interests in Theravance Respiratory Company, LLC and Discontinued Operations | |
Sale of Equity Interests in Theravance Respiratory Company, LLC and Discontinued Operations | 8. Sale of Equity Interests in Theravance Respiratory Company, LLC and Discontinued Operations On July 20, 2022, the Company completed the sale of its 2,125 Class B Units and 6,375 Class C Units (collectively, the “Issuer II Units”) of Theravance Respiratory Company, LLC (“TRC”) to, and entered into a sale of future royalties from sales of ampreloxetine (see Note 9 below) with, Royalty Pharma Investments 2019 ICAV, an Irish collective asset-management vehicle (“Royalty Pharma”), pursuant to the Equity Purchase and Funding Agreement, dated as of July 13, 2022 (including the schedules and exhibits thereto, the “Purchase Agreement”), by and between the Company and Royalty Pharma (collectively with the other transactions contemplated by the Purchase Agreement, the “TRC Transaction”). The Issuer II Units represent the right to receive 85% of the royalty payments on worldwide net sales of Assigned Collaboration Products (as defined in the Purchase Agreement) pursuant to the terms of that certain Collaboration Agreement, dated as of November 14, 2002, by and between Innoviva, Inc. (formerly known as Theravance, Inc.), a Delaware corporation (“Innoviva”), and Glaxo Group Limited, a private company limited by shares registered under the laws of England and Wales (“GSK”) (as amended, the “Collaboration Agreement”). Assigned Collaboration Products is primarily comprised of Trelegy ELLIPTA (“TRELEGY”) At the closing of the TRC Transaction (the “Closing”), the Company received approximately $1.1 billion in cash. From and after January 1, 2023, for any calendar year starting with the year ending December 31, 2023 and ending with the year December 31, 2026, upon certain milestone minimum royalty amounts for the Assigned Collaboration Products being met, Royalty Pharma is obligated to make certain cash payments to the Company (the “Milestone Payments”), which are not to exceed $250.0 million in aggregate. Additionally, the Company will receive from Royalty Pharma 85% of the royalty payments on the Assigned Collaboration Products payable (a) for sales or other activities occurring on and after January 1, 2031 related to the Assigned Collaboration Products in the US, and (b) for sales or other activities occurring on and after July 1, 2029 related to the Assigned Collaboration Products outside of the US. The Purchase Agreement contained customary representations and warranties of the Company and Royalty Pharma, including with respect to organization, authorization, intellectual property matters and tax matters, and certain covenants with respect to confidentiality, taxes and actions and conduct relating to preservation of TRC prior to the Closing. The Company and Royalty Pharma will each indemnify the other against damages arising from breaches of representations, warranties and covenants under the Purchase Agreement. Effective as of the Closing, the Company consented to certain amendments to the Collaboration Agreement and the Extension Agreement, dated as of March 3, 2014, by and between the Company and GSK, as well as the termination of the Master Agreement, dated as of March 3, 2014, by and between Innoviva, the Company and GSK, and further released Innoviva, Innoviva TRC Holdings LLC, a Delaware limited liability company, Royalty Pharma and TRC for claims relating to TRC or the ownership of TRC by the Company or Innoviva prior to the Closing. The Company evaluated the TRC Transaction under ASC 860, Transfers and Servicing of Financial Assets, The Contingent Consideration was initially measured at fair value utilizing a Monte Carlo simulation model to calculate the present value of the risk-adjusted cash flows estimated to be received from the Contingent Consideration. The discount rate utilized in the valuation model was 7.83%. The fair value model involved significant unobservable inputs derived using management’s estimates. Management’s estimates were based in part on external data, and reflected management’s judgements and forecasts. The significant unobservable inputs included estimates of the forecasted TRELEGY net revenues, the expected volume and term of the royalty stream, and the royalty rate. These estimates are considered Level 3 fair value inputs. The Company will reassess the carrying value of the Contingent Consideration when indicators of impairment are identified and will recognize any increases in the carrying value of the asset when such contingent gains are realized. As of September 30, 2022, there were no changes in the carrying value of the Contingent Consideration since its initial measurement date. The Contingent Consideration is subject to counterparty credit risk, and the carrying value of the Contingent Consideration represents the maximum amount of potential loss due to credit risk. To date, the Company has not recorded any credit losses related to the Contingent Consideration. The Contingent Consideration is presented on the condensed consolidated balance sheets as future contingent milestone and royalty assets. Discontinued Operations On July 20, 2022, the Company completed a monetization of its ownership in a significant equity method investment that had a major effect on the Company’s financial results (see Note 8 for more information). In accordance with GAAP, the sale was accounted for as an asset disposal. The TRC Transaction represented a monetization of a significant equity method investment that had a major effect on the Company’s financial results. In accordance with GAAP, the TRC Transaction was accounted for as a sale of a financial asset. For all periods presented, balances and the results related to TRC have been classified as discontinued operations on the Company’s condensed consolidated financial statements. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Income from investments in TRC, LLC $ — $ 30,208 $ 53,237 $ 68,681 Transaction-related legal expenses (prior to July 20, 2022) — — (5,057) — Interest expense on 9.5% Non-recourse notes due 2035 (2,046) (9,606) (21,312) (28,817) Loss on extinguishment of debt (24,022) — (24,022) — Net gain from sale of equity interests in TRC, LLC 1,141,084 — 1,141,084 — Provision for income tax expense (182,362) — (182,868) — Net income from discontinued operations $ 932,654 $ 20,602 $ 961,062 $ 39,864 TRC Summary Financial Information Prior to the TRC Transaction, the Company analyzed its ownership, contractual and other interests in TRC to determine if it was a variable-interest entity (“VIE”), whether the Company had a variable interest in TRC and the nature and extent of that interest. The Company determined that TRC was a VIE. The party with the controlling financial interest, the primary beneficiary, is required to consolidate the entity determined to be a VIE. Therefore, the Company also assessed whether it was the primary beneficiary of TRC based on the power to direct TRC’s activities that most significantly impact TRC’s economic performance and its obligation to absorb TRC’s losses or the right to receive benefits from TRC that could potentially be significant to TRC. Based on the Company’s assessment, the Company determined that it was not the primary beneficiary of TRC, and, as a result, the Company did not consolidate TRC in its condensed consolidated financial statements. The Company’s maximum exposure to loss, as a result of its involvement with TRC, were the amounts recorded in the condensed consolidated balance sheets within “Equity in net assets of TRC, LLC”. Rule 3-09 Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Royalty revenue and gross profit $ — $ 35,585 $ 72,029 $ 84,055 Income from continuing operations — 35,391 71,693 80,244 Net income — 35,539 62,632 79,655 |
Ampreloxetine Funding
Ampreloxetine Funding | 9 Months Ended |
Sep. 30, 2022 | |
Ampreloxetine Funding. | |
Ampreloxetine Funding | 9. Ampreloxetine Funding As part of the Purchase Agreement (see Note 8 above), the Company received $25.0 million in cash from Royalty Pharma in exchange for certain royalty rights to ampreloxetine and is entitled to receive an additional $15.0 million upon the first regulatory approval of any pharmaceutical product that contains ampreloxetine as an active pharmaceutical ingredient by either (a) the FDA or (b) the first of (i) the European Medicines Agency or (ii) all four of Germany, France, Italy and Spain. In exchange for the $25.0 million and potential $15.0 million in cash (the “Ampreloxetine Funding”), the Company will make quarterly royalty payments to Royalty Pharma equal to the amount of Ampreloxetine Net Sales (as defined in the Purchase Agreement) recognized during the applicable quarter multiplied by 2.5% for the first $500.0 million in Ampreloxetine Net Sales and 4.5% for Ampreloxetine Net Sales in excess of $500.0 million. These royalty payments from the Company to Royalty Pharma will continue until, on a country by country and product by product basis, the later of (a) the expiration of all valid and enforceable claims of any patent, or pending claim of a good faith patent application during the five The Company accounted for the funding received from Royalty Pharma as a liability because the Company has significant continuing involvement in generating the future revenue stream from which the liability would be repaid to Royalty Pharma. If the regulatory approval milestone is achieved, the Company will recognize the $15.0 million milestone payment as an increase to the accumulated liability. If and when ampreloxetine obtains regulatory approval and is commercially launched, the Company will recognize the royalties paid to Royalty Pharma as a decrease to the accumulated liability due to Royalty Pharma and a corresponding reduction in cash. If ampreloxetine regulatory approval is not achieved or if ampreloxetine sales are never recognized, the liability recognized would be extinguished as the Company would not be obligated to repay any of the funding amounts received from Royalty Pharma. The carrying amount of the liability for the future royalty payment contingency was based on the upfront $25.0 million received and management's estimate of (i) the risk-adjusted future contingent $15.0 million milestone; and (ii) royalties to be paid to Royalty Pharma and then discounted over the life of the arrangement using an imputed rate of interest. The excess of future estimated royalty payments over the amount of cash funding received will be recognized as interest expense using the effective interest method. The balance associated with the liability was initially recorded as $25.0 million, net of allocated transaction costs, and was reported on the consolidated balance sheets as future royalty payment contingency. The imputed effective rate of interest on the unamortized portion of the liability was 8.5% as of September 30, 2022. The Company periodically reassesses the amount and timing of estimated royalty payments. To the extent such payments are greater or less than the Company's initial estimates or the timing of such payments is materially different than those estimates, the Company will prospectively adjust the amortization of the liability and the effective interest rate. There are a number of factors that could materially affect the amount and timing of the contingent $15.0 million milestone and royalty payments, some of which Changes to the liability for sale of future royalties were as follows for the three and nine months ended September 30, 2022: (In thousands) Beginning balance at July 20, 2022 $ — Consideration allocated, less transaction costs of 24,464 Interest accretion 424 Balance at September 30, 2022 $ 24,888 |
Extinguishment of Debt
Extinguishment of Debt | 9 Months Ended |
Sep. 30, 2022 | |
Extinguishment of Debt | |
Extinguishment of Debt | 10. Extinguishment of Debt 9.5% Non-Recourse Notes Due 2035 On February 21, 2020, Theravance Biopharma R&D, Inc. (“Theravance R&D”), a wholly-owned subsidiary of the Company, and Triple Royalty Sub II LLC (the “Issuer II” or “Triple II”), a wholly-owned subsidiary of Theravance Biopharma R&D, entered into certain note purchase agreements (“Note Purchase Agreements”) with certain note purchasers (“Note Purchasers”), relating to the private placement by Issuer II of $400.0 million 9.5% Fixed Rate Term Notes due on or before 2035 (the “Non-Recourse 2035 Notes”). Ninety-five percent of the Non-Recourse 2035 Notes were sold to the Note Purchasers pursuant to the Note Purchase Agreements. The remaining 5% of the Non-Recourse 2035 Notes (the “Retained Notes”) were retained by the Company to comply with Regulation RR — Credit Risk Retention (17 C.F.R. Part 246) and eliminated in the Company’s condensed consolidated financial statements. The Non-Recourse 2035 Notes were secured by all of Issuer II’s right, title and interest as a holder of certain membership interests (the “Issuer II Class C Units”) in TRC. TRC held the right to receive upward-tiering royalties ranging from 6.5% to 10% on worldwide net sales of TRELEGY, and, prior to the closing of the TRC Transaction (see Note 8), the Company held an 85% economic interest in TRC. The Issuer II Class C Units represented 75% of the Company's 85% economic interest, which equated to 63.75% of the economic interests in TRC. The Non-Recourse 2035 Notes were not convertible into Company equity and had no security interest in nor rights under any agreement with GSK. The Non-Recourse 2035 Notes were redeemable by Issuer II on and after February 28, 2022, in whole or in part, at specified redemption premiums. The source of principal and interest payments for the Non-Recourse 2035 Notes were the future royalty payments generated from the TRELEGY program, and as a result, the holders of the Non-Recourse 2035 Notes had no recourse against the Company even if the TRELEGY payments were insufficient to cover the principal and interest payments for the Non-Recourse 2035 Notes. Prior to and including the December 5, 2024 payment date, in the event that the distributions received by the Issuer II from TRC in a quarter were less than the interest accrued for that quarter, the principal amount of the Non-Recourse 2035 Notes increased by the interest shortfall amount for that quarter. While the holders of the Non-Recourse 2035 Notes had no recourse against the Company, the terms of the Non-Recourse 2035 Notes also provided that the Company, at its option, could satisfy the quarterly interest payment obligations by making a capital contribution to the Issuer II. In connection with the TRC Transaction, the Company redeemed the outstanding Non-Recourse 2035 Notes on July 20, 2022 and paid certain other fees and expenses in conjunction with that redemption. The total repayment was comprised of $400.0 million of net principal, $4.7 million of accrued interest, an early redemption premium fee of $20.0 million, and $0.2 million of transaction costs. The $400.0 million of net principal included $30.7 million of issuance-to-date net interest shortfall. The repayments resulted in a net loss on extinguishment of debt of $24.0 million, which is included within discontinued operations in the accompanying consolidated statements of operations for the three and nine-months ended September 30, 2022. The loss on extinguishment of debt was calculated as the difference between the carrying amount of the Non-Recourse 2035 Notes and the amounts paid to redeem the Non-Recourse 2035 Notes. 3.25% Convertible Senior Notes Due 2023 On July 26, 2022, subsequent to the closing of the TRC Transaction, the Company launched a tender offer to retire the Company's $ Convertible Senior 2023 Notes”) (the “2023 Notes Tender Offer”). Pursuant to the terms of the 2023 Notes Tender Offer, the Company paid all accrued and unpaid interest on the purchased Convertible Senior 2023 Notes from and including the last interest payment date of May 1, 2022 up to, but not including, the settlement date for the 2023 Notes Tender Offer. The 2023 Notes Tender Offer expired on August 23, 2022 (the “Expiration Time”). As of the Expiration Time, $230.0 million in aggregate principal amount of the Convertible Senior 2023 Notes, representing 100% of the outstanding Convertible Senior 2023 Notes, were validly tendered and not validly withdrawn pursuant to the 2023 Notes Tender Offer. The Company accepted for purchase all of the Convertible Senior 2023 Notes, and the Company settled the 2023 Notes Tender Offer on August 25, 2022. Total payments made by the Company under the 2023 Notes Tender Offer included $230.0 million of principal, $2.4 million of accrued interest, and $1.6 million of transaction costs. The repayments resulted in a net loss on extinguishment of debt of $3.0 million, which is included under the caption loss on extinguishment of debt in the accompanying consolidated statements of operations for the three and nine-months ended September 30, 2022. The loss on extinguishment of debt was calculated as the difference between the carrying amount of the Convertible Senior 2023 Notes and the amounts paid to settle the Convertible Senior 2023 Notes. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation | |
Share-Based Compensation | 11 . Share-Based Compensation Performance-Contingent Awards The Company periodically grants performance-contingent share-based awards to employees. For the three and nine months ended September 30, 2022, the Company recognized $0.4 million and $0.6 million, respectively, of share-based compensation expense related to these types of awards. As of September 30, 2022, there were 305,000 shares of performance-contingent restricted share units (“RSUs”) outstanding that have a maximum remaining share-based compensation expense of $2.1 million with performance vesting dates through February 2027. For the three and nine months ended September 30, 2021, the Company recognized $0.1 million and $0.7 million, respectively, of share-based compensation expense related to performance-contingent share-based awards. Share-Based Compensation Modification Due to Corporate Restructuring As a result of the Company’s corporate restructuring announcement in September 2021 (see |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes | |
Income Taxes | 12. Income Taxes For the three and nine months ended September 30, 2022, the Company recognized income tax expense of $182.4 million and $182.9 million, respectively. The income tax expense for the three and nine months ended September 30, 2022 was primarily attributed to the Company’s gain from the TRC Transaction, partially offset by the release of beginning of the year valuation allowance on US federal and state (excluding California) deferred tax assets. Of the $182.9 million tax expense, $62.3 million was a deferred tax expense related to the utilization of tax attributes that were previously offset by an unrecognized tax benefit. The Company’s $62.7 million liability for unrecognized tax benefits can be relieved only if (i) the contingency becomes legally extinguished through either payment to the taxing authority or expiration of the statute of limitations; (ii) the recognition of the benefits associated with the position meets the more-likely-than-not threshold; or (iii) the liability becomes effectively settled through the examination process. The Company considers matters to be effectively settled once the taxing authority has completed all of its required or expected examination procedures, including all appeals and administrative reviews. The Company also accrues for potential interest and penalties related to unrecognized tax benefits in its income tax expense (benefit) calculation. As of September 30, 2022, the amount of uncertain tax benefit, that if realized would affect the effective tax rate, was $62.7 million and was primarily due to the gain from the TRC Transaction. No provision for income taxes has been recognized on undistributed earnings of the Company’s foreign subsidiaries as the Company considers such earnings to be indefinitely reinvested. The Company follows the accounting guidance related to accounting for income taxes which requires that a company reduces its deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of its deferred tax assets will not be realized. During the three months ended September 30, 2022, the Company concluded that the valuation allowance related to its US federal and state deferred tax (excluding California) assets was no longer needed primarily due to the current year gain and forecasted future taxable income from the TRC Transaction. Accordingly, the Company has recognized a non-recurring tax benefit of $61.9 million related to the valuation allowance reversal. As of September 30, 2022, the Company continued to maintain a full valuation allowance on its foreign and California deferred tax assets. The Company records liabilities related to uncertain tax positions in accordance with the income tax guidance which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Resolution of one or more of these uncertain tax positions in any period may have a material impact on the results of operations for that period. The Company includes any applicable interest and penalties within the provision for income taxes in the condensed consolidated statements of operations. The Company was recently under Internal Revenue Service (“IRS”) examination for the tax year ended December 31, 2018. On July 21, 2022, the IRS informed the Company that the examination was completed and no adjustments to its 2018 tax return were necessary. The Company’s future income tax expense may be affected by such factors as changes in tax laws, its business, regulations, tax rates, interpretation of existing laws or regulations, the impact of accounting for share-based compensation, the impact of accounting for business combinations and other transactions, its international organization, shifts in the amount of income before tax earned in the US as compared with other regions in the world, and changes in overall levels of income before tax. |
Corporate Restructuring Update
Corporate Restructuring Update | 9 Months Ended |
Sep. 30, 2022 | |
Corporate Restructuring Update | |
Corporate Restructuring Update | 13. Corporate Restructuring Update On September 15, 2021, the Company announced a strategic update and corporate restructuring (the “Restructuring”) to focus on leveraging its expertise in developing and commercializing respiratory therapeutics. As part of the Restructuring, the Company initiated an approximate 75% reduction in workforce. A majority of the reduction in workforce occurred in November 2021, For the three and nine months ended September 30, 2022, the Company incurred Restructuring and related expenses of $0.5 million and $11.4 million, respectively, of which Since the Restructuring was announced and through its completion in September 2022, the Company has incurred total Restructuring and related expenses of $31.6 million of which selling Selected information relating to accrued cash-related Restructuring expenses was as follows: (In thousands) Balance at December 31, 2021 $ 9,550 Net accruals 6,074 Cash paid (15,624) Balance at September 30, 2022 $ — The Company also evaluated the impact of the Restructuring on the carrying value of its long-lived assets, such as property and equipment and operating lease assets. This process included evaluating the estimated remaining lives, significant changes in the use, and potential impairment charges related to its long-lived assets. Based on its evaluation, the Company determined that its long-lived assets were not impaired as of September 30, 2022, and it has not recognized any impairment charges related to its long-lived assets since the Restructuring announcement. |
Capital Return Program
Capital Return Program | 9 Months Ended |
Sep. 30, 2022 | |
Capital Return Program | |
Capital Return Program | 14. Capital Return Program In September 2022, the Company’s Board of Directors authorized a $250.0 million capital return program consisting of three elements as described below. The Company expects to fund the capital return program with cash on hand. GSK Share Repurchase On September 20, 2022, the Company repurchased 9,644,807 ordinary shares, par value $0.00001 per share (“Shares”), of the Company from GSK Finance (No.3) plc (“GSK Finance”), representing all of the ordinary shares of the Company owned by GSK Finance or its affiliates. The purchase price under the Share Repurchase Agreement was $9.75 per share, resulting in a total consideration of $94.0 million. The repurchased shares were accounted for as authorized shares that are no longer issued and outstanding Modified Dutch Auction Tender Offer On September 28, 2022, the Company announced a “modified Dutch auction” tender offer (the “Offer”) to purchase up to $95.0 million of its Shares. Upon the terms and subject to the conditions set forth in the Company's Offer to Purchase, dated September 28, 2022 (the "Offer to Purchase"), and the related Letter of Transmittal, the Company is offering to purchase up to $95.0 million of its Shares, at a purchase price not greater than $10.50 nor less than $9.75 per Share, in cash, less any applicable withholding taxes and without interest. The Offer will expire at midnight, New York City time, at the end of the day on November 17, 2022, or any other date and time to which the Company extends such Offer, unless earlier terminated. A "modified Dutch auction" tender offer allows shareholders to indicate how many Shares and at what price or within the range described above they wish to tender their Shares. Based on the number of Shares tendered and the prices specified by the tendering shareholders, the Company will determine the lowest per-share price that will enable it to purchase up to $95.0 million of Shares, or if a lesser value of shares is validly tendered, all Shares that have been validly tendered and not validly withdrawn. All Shares accepted in the Offer will be purchased at the same price even if tendered at a lower price. As of September 27, 2022, the Company had 67,365,912 Shares outstanding, which reflects the impact of the Company's previous repurchase of 9,644,807 Shares from GSK Finance on September 20, 2022 (see above). If the Offer is fully subscribed, (1) at the maximum purchase price of $10.50 per share, the Company could purchase 9,047,619 Shares, which would represent approximately 13.4% of Shares outstanding or (2) at the minimum purchase price of $9.75 per share, the Company could purchase 9,743,589 Shares, which would represent approximately 14.5% of the Shares outstanding. The Offer is not conditioned on any minimum number of Shares tendered, but is conditioned upon the satisfaction of certain customary conditions, as more fully described in the Offer to Purchase. The Company expressly reserves the right for any reason, subject to applicable law and as set forth in the Offer to Purchase, to extend, abandon, terminate or amend the Offer. Any Shares purchased pursuant to the Offer will be cancelled, and those Shares will cease to be outstanding. Open Market Share Repurchase Plan Subsequent to the closing of the Offer, the Company plans to engage in open market share repurchases from time to time of up to approximately $60.0 million of its Shares in compliance with Rule 10b-18 under the Securities Exchange Act, with a current goal to complete this element of the capital return program by the end of 2023. There were no shares repurchased under the Open Market Stock Repurchase Plan as of September 30, 2022. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Summary of Significant Accounting Policies. | |
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial information as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 is unaudited but includes all adjustments (consisting only of normal recurring adjustments), which are considered necessary for a fair presentation of the financial position at such date and of the operating results and cash flows for those periods, and have been prepared in accordance with United States (“US”) generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated December 31, 2021 financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2022. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other interim period or for any future period. These condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and intercompany transactions and balances have been eliminated. On July 20, 2022, the Company completed a monetization of its ownership interests in a significant equity method investment which had a major effect on the Company’s financial results for the three and nine months ended September 30, 2022 (see Note 8. Sale of Equity Interests in Theravance Respiratory Company, LLC). In accordance with GAAP, the transaction was accounted for as a sale of a financial asset. For all periods presented, the results of the sale have been included as discontinued operations on these condensed consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. |
Significant Accounting Policies | Significant Accounting Policies There have been no material revisions in the Company’s significant accounting policies described in Note 1 to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2021. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 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) simplifies the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity removing certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. The standard also enhances the consistency of earnings-per-share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings-per-share calculations. within those fiscal years beginning after December 15, 2021. The Company evaluated ASU 2020-06 and determined that its adoption did not have an impact on the Company’s condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted The Company has evaluated other recently issued accounting pronouncements and does not currently believe that any of these pronouncements will have a material impact on its condensed consolidated financial statements and related disclosures. |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Net Income (Loss) per Share | |
Schedule of basic and diluted net income (loss) per share | Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2022 2021 2022 2021 Numerator: Net loss from continuing operations $ (16,023) $ (55,910) $ (78,568) $ (207,256) Net income from discontinued operations 932,654 20,602 961,062 39,864 Net income (loss) 916,631 (35,308) 882,494 (167,392) Denominator: Weighted-average ordinary shares outstanding 75,515 73,574 75,678 68,021 Less: weighted-average ordinary shares subject to forfeiture — — — (76) Weighted-average ordinary shares outstanding - basic and diluted 75,515 73,574 75,678 67,945 Net income (loss) per ordinary share: Continuing operations - basic and diluted $ (0.21) $ (0.76) $ (1.04) $ (3.05) Discontinued operations - basic and diluted $ 12.35 $ 0.28 $ 12.70 $ 0.59 Net income (loss) - basic and diluted $ 12.14 $ (0.48) $ 11.66 $ (2.46) |
Schedule of anti-dilutive securities | Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Share issuances under equity incentive plans and purchase plans 5,036 8,900 7,137 8,307 Share issuances upon the conversion of convertible senior notes — 6,676 — 6,676 Total 5,036 15,576 7,137 14,983 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue | |
Schedule of revenue recognized from collaborative arrangements | Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Viatris collaboration agreement - Amounts receivable from Viatris $ 12,445 $ 10,397 $ 34,010 $ 31,716 |
Schedule of collaborative amounts were recorded in the Company's condensed consolidated statements of operations | Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Alfasigma $ — $ 3 $ 169 $ 10 Viatris 6 6 18 18 Janssen — 2,788 — 8,621 Total collaboration revenue $ 6 $ 2,797 $ 187 $ 8,649 |
Summary of the reductions to R&D costs related to reimbursement payments | Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Viatris $ 1,657 $ 1,096 $ 4,736 $ 1,257 Janssen — 2,205 — 4,730 Total reduction to R&D expense, net $ 1,657 $ 3,301 $ 4,736 $ 5,987 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash, Cash Equivalents, and Restricted Cash | |
Schedule of reconciliation of cash, cash equivalents, and restricted cash | September 30, (In thousands) 2022 2021 Cash and cash equivalents $ 418,538 $ 121,424 Restricted cash 836 833 Total cash, cash equivalents, and restricted cash shown on the condensed consolidated $ 419,374 $ 122,257 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments and Fair Value Measurements | |
Schedule of available-for-sale securities | September 30, 2022 Gross Gross Amortized Unrealized Unrealized Estimated (In thousands) Cost Gains Losses Fair Value US government securities Level 1 $ 3,987 $ — $ (8) $ 3,979 Corporate notes Level 2 12,006 — (38) 11,968 Commercial paper Level 2 61,377 — (75) 61,302 Marketable securities 77,370 — (121) 77,249 Money market funds Level 1 397,674 — — 397,674 Total $ 475,044 $ — $ (121) $ 474,923 December 31, 2021 Gross Gross Amortized Unrealized Unrealized Estimated (In thousands) Cost Gains Losses Fair Value US government securities Level 1 $ 29,986 $ — $ (2) $ 29,984 Corporate notes Level 2 5,034 — (2) 5,032 Commercial paper Level 2 48,490 1 (1) 48,490 Marketable securities 83,510 1 (5) 83,506 Money market funds Level 1 50,228 — — 50,228 Total $ 133,738 $ 1 $ (5) $ 133,734 |
Schedule of Available for sale debt securities with unrealized losses | September 30, 2022 Less than 12 Months Greater than 12 Months Total Gross Gross Gross Estimated Unrealized Estimated Unrealized Estimated Unrealized (In thousands) Fair Value Losses Fair Value Losses Fair Value Losses US government securities $ 3,979 $ (8) $ — $ — $ 3,979 $ (8) Corporate notes 11,968 (38) — — 11,968 (38) Commercial paper 61,302 (75) — — 61,302 (75) Total $ 77,249 $ (121) $ — $ — $ 77,249 $ (121) December 31, 2021 Less than 12 Months Greater than 12 Months Total Gross Gross Gross Estimated Unrealized Estimated Unrealized Estimated Unrealized (In thousands) Fair Value Losses Fair Value Losses Fair Value Losses US government securities $ 19,991 $ (2) $ — $ — $ 19,991 $ (2) Corporate notes 5,031 (2) — — 5,031 (2) Commercial paper 9,995 (1) — — 9,995 (1) Total $ 35,017 $ (5) $ — $ — $ 35,017 $ (5) |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Sublease | |
Lessor, Lease, Description [Line Items] | |
Schedule of future undiscounted cash inflows relating to sublease agreement | (In thousands) Year ending December 31: 2022 $ 3,554 2023 6,495 2024 6,495 2025 6,495 2026 6,495 Thereafter 22,192 Total operating sublease receipts $ 51,726 |
Sale of Equity Interests in T_2
Sale of Equity Interests in Theravance Respiratory Company, LLC and Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Sale of Equity Interests in Theravance Respiratory Company, LLC and Discontinued Operations | |
Summary of discontinued operations | Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Income from investments in TRC, LLC $ — $ 30,208 $ 53,237 $ 68,681 Transaction-related legal expenses (prior to July 20, 2022) — — (5,057) — Interest expense on 9.5% Non-recourse notes due 2035 (2,046) (9,606) (21,312) (28,817) Loss on extinguishment of debt (24,022) — (24,022) — Net gain from sale of equity interests in TRC, LLC 1,141,084 — 1,141,084 — Provision for income tax expense (182,362) — (182,868) — Net income from discontinued operations $ 932,654 $ 20,602 $ 961,062 $ 39,864 |
Summary financial information | Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Royalty revenue and gross profit $ — $ 35,585 $ 72,029 $ 84,055 Income from continuing operations — 35,391 71,693 80,244 Net income — 35,539 62,632 79,655 |
Ampreloxetine Funding (Tables)
Ampreloxetine Funding (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Ampreloxetine Funding. | |
Schedule of future royalty payment contingencies | (In thousands) Beginning balance at July 20, 2022 $ — Consideration allocated, less transaction costs of 24,464 Interest accretion 424 Balance at September 30, 2022 $ 24,888 |
Corporate Restructuring Update
Corporate Restructuring Update (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Corporate Restructuring Update | |
Schedule of information related to accrued restructuring, severance costs and one-time termination | (In thousands) Balance at December 31, 2021 $ 9,550 Net accruals 6,074 Cash paid (15,624) Balance at September 30, 2022 $ — |
Net Income (Loss) per Share (De
Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net income from continuing operations | $ (16,023) | $ (55,910) | $ (78,568) | $ (207,256) |
Net loss from discontinued operations | 932,654 | 20,602 | 961,062 | 39,864 |
Net income (loss) | $ 916,631 | $ (35,308) | $ 882,494 | $ (167,392) |
Denominator: | ||||
Weighted-average ordinary shares outstanding | 75,515 | 73,574 | 75,678 | 68,021 |
Less: weighted-average ordinary shares subject to forfeiture | 76 | |||
Weighted-average ordinary shares outstanding - basic | 75,515 | 73,574 | 75,678 | 67,945 |
Weighted-average ordinary shares outstanding - diluted | 75,515 | 73,574 | 75,678 | 67,945 |
Continuing operations - basic | $ (0.21) | $ (0.76) | $ (1.04) | $ (3.05) |
Continuing operations - diluted | (0.21) | (0.76) | (1.04) | (3.05) |
Discontinued operations - basic | 12.35 | 0.28 | 12.70 | 0.59 |
Discontinued operations - diluted | 12.35 | 0.28 | 12.70 | 0.59 |
Net income (loss) - basis | 12.14 | (0.48) | 11.66 | (2.46) |
Net income (loss) - diluted | $ 12.14 | $ (0.48) | $ 11.66 | $ (2.46) |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Anti-dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Anti-Dilutive Securities | ||||
Anti-dilutive securities (in shares) | 5,036 | 15,576 | 7,137 | 14,983 |
Share issuances under equity incentive plans and purchase plans | ||||
Anti-Dilutive Securities | ||||
Anti-dilutive securities (in shares) | 5,036 | 8,900 | 7,137 | 8,307 |
Share issuances upon the conversion of convertible senior notes | ||||
Anti-Dilutive Securities | ||||
Anti-dilutive securities (in shares) | 6,676 | 6,676 |
Revenue - Viatris Agreement (De
Revenue - Viatris Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Collaborative Arrangements and Co-Promote Agreement | |||||
Percentage of profit share | 35% | ||||
Revenues | $ 12,451 | $ 13,194 | $ 36,697 | $ 40,365 | |
Collaboration revenue | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Revenues | 6 | 2,797 | 187 | 8,649 | |
Revefenacin Monotherapy (TD-4208) | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Upfront payment receivable | 205,000 | ||||
Revefenacin Monotherapy (TD-4208) | Success Based Development Regulatory And Sales Milestones | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Upfront payment receivable | 17,500 | ||||
Revefenacin Monotherapy (TD-4208) | Sales milestones | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Upfront payment receivable | 187,500 | ||||
Future potential combination products | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Upfront payment receivable | 52,500 | ||||
YUPELRI Monotherapy | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Upfront payment receivable | 205,000 | ||||
Collaborative Arrangement | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Revenues | $ 6 | 2,797 | 187 | 8,649 | |
Collaborative Arrangement | Alfasigma license option | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Revenues | 3 | $ 169 | 10 | ||
Janssen | Collaborative Arrangement | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Revenues | 2,788 | 8,621 | |||
Janssen | Development and Commercialization Agreement | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Upfront payment receivable | $ 100,000 | ||||
Revenue from collaborative arrangements | $ 2,800 | $ 8,600 | |||
Viatris | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Percentage of profit share | 65% | ||||
Upfront payment receivable | $ 257,500 | ||||
Viatris | YUPELRI Monotherapy | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Percentage of profit share | 35% | 35% | 35% | 35% | |
Revenues | $ 18,700 | $ 13,800 | $ 51,200 | $ 41,300 | |
Viatris | Collaborative Arrangement | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Revenues | 6 | 6 | 18 | 18 | |
Viatris | Collaborative Arrangement | Collaboration revenue | |||||
Collaborative Arrangements and Co-Promote Agreement | |||||
Revenues | $ 12,445 | $ 10,397 | $ 34,010 | $ 31,716 |
Revenue - Development and Comme
Revenue - Development and Commercialization Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2015 | |
Collaborative Arrangements and Co-Promote Agreement | ||||||||
Percentage of profit share | 35% | |||||||
Milestone payment | $ 12,451 | $ 13,194 | $ 36,697 | $ 40,365 | ||||
Collaborative Arrangement | ||||||||
Collaborative Arrangements and Co-Promote Agreement | ||||||||
Milestone payment | 6 | 2,797 | $ 187 | 8,649 | ||||
Viatris | ||||||||
Collaborative Arrangements and Co-Promote Agreement | ||||||||
Percentage of profit share | 65% | |||||||
Viatris | Collaborative Arrangement | ||||||||
Collaborative Arrangements and Co-Promote Agreement | ||||||||
Milestone payment | $ 6 | $ 6 | $ 18 | $ 18 | ||||
Viatris | Revefenacin Monotherapy (TD-4208) | ||||||||
Collaborative Arrangements and Co-Promote Agreement | ||||||||
Initial cash payment | $ 15,000 | |||||||
Transaction price | $ 15,000 | |||||||
Pfizer | ||||||||
Collaborative Arrangements and Co-Promote Agreement | ||||||||
Initial cash payment | $ 10,000 | |||||||
Milestone payment | $ 2,500 | |||||||
Pfizer | Sales milestones | ||||||||
Collaborative Arrangements and Co-Promote Agreement | ||||||||
Initial cash payment | $ 237,500 |
Revenue - Reimbursement of R an
Revenue - Reimbursement of R and D Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Research and Development Reimbursement | ||||
Total reduction to R and D expense | $ 1,657 | $ 3,301 | $ 4,736 | $ 5,987 |
Viatris | ||||
Research and Development Reimbursement | ||||
Total reduction to R and D expense | $ 1,657 | 1,096 | $ 4,736 | 1,257 |
Janssen | ||||
Research and Development Reimbursement | ||||
Total reduction to R and D expense | $ 2,205 | $ 4,730 |
Sale of Velusetrag (Details)
Sale of Velusetrag (Details) - Sale of Velusetrag. - Disposed of by Sale - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | |
Sale of Velusetrag | |||
Consideration from sale of velusetrag assets | $ 2,800 | ||
Remaining book value of assets | $ 0 | ||
Gain on sale of velusetrag assets | $ 2,700 | ||
Maximum | |||
Sale of Velusetrag | |||
Future developmental and sales milestones | $ 105,000 |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, and Restricted Cash | ||||
Cash and cash equivalents | $ 418,538 | $ 89,959 | $ 121,424 | |
Restricted cash | 836 | 833 | ||
Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows | 419,374 | $ 90,796 | $ 122,257 | $ 82,300 |
Share repurchase authorized amount | $ 250,000 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Available-for-sale securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Available for sale securities: | ||
Amortized Cost | $ 475,044 | $ 133,738 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (121) | (5) |
Estimated Fair Value | 474,923 | 133,734 |
Debt Securities, Available-for-sale, Unrealized Gain (Loss) [Abstract] | ||
Estimated Fair Value lesser than 12 months | 77,249 | 35,017 |
Estimated Fair Value Total | 77,249 | 35,017 |
Gross unrealized lesser than 12 months | (121) | (5) |
Gross unrealized loss, Total | (121) | (5) |
Marketable securities | ||
Available for sale securities: | ||
Amortized Cost | 77,370 | 83,510 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (121) | (5) |
Estimated Fair Value | 77,249 | 83,506 |
U.S. government securities | ||
Debt Securities, Available-for-sale, Unrealized Gain (Loss) [Abstract] | ||
Estimated Fair Value lesser than 12 months | 3,979 | 19,991 |
Estimated Fair Value Total | 3,979 | 19,991 |
Gross unrealized lesser than 12 months | (8) | (2) |
Gross unrealized loss, Total | (8) | (2) |
U.S. government securities | Quoted Prices in Active Markets for Identical Assets, Level 1 | ||
Available for sale securities: | ||
Amortized Cost | 3,987 | 29,986 |
Gross Unrealized Losses | (8) | (2) |
Estimated Fair Value | 3,979 | 29,984 |
U.S. corporate notes | ||
Debt Securities, Available-for-sale, Unrealized Gain (Loss) [Abstract] | ||
Estimated Fair Value lesser than 12 months | 11,968 | 5,031 |
Estimated Fair Value Total | 11,968 | 5,031 |
Gross unrealized lesser than 12 months | (38) | (2) |
Gross unrealized loss, Total | (38) | (2) |
U.S. corporate notes | Significant Other Observable Inputs, Level 2 | ||
Available for sale securities: | ||
Amortized Cost | 12,006 | 5,034 |
Gross Unrealized Losses | (38) | (2) |
Estimated Fair Value | 11,968 | 5,032 |
U.S. commercial paper | ||
Debt Securities, Available-for-sale, Unrealized Gain (Loss) [Abstract] | ||
Estimated Fair Value lesser than 12 months | 61,302 | 9,995 |
Estimated Fair Value Total | 61,302 | 9,995 |
Gross unrealized lesser than 12 months | (75) | (1) |
Gross unrealized loss, Total | (75) | (1) |
U.S. commercial paper | Significant Other Observable Inputs, Level 2 | ||
Available for sale securities: | ||
Amortized Cost | 61,377 | 48,490 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (75) | (1) |
Estimated Fair Value | 61,302 | 48,490 |
Money market funds | Quoted Prices in Active Markets for Identical Assets, Level 1 | ||
Available for sale securities: | ||
Amortized Cost | 397,674 | 50,228 |
Estimated Fair Value | $ 397,674 | $ 50,228 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Convertible senior notes (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Maturity period for marketable securities | |
Maximum contractual maturity period | 6 months |
Weighted average contractual maturity period | 1 month |
Fair value transfers | |
Fair value of assets transferred from Level 1 to Level 2 | $ 0 |
Fair value of assets transferred from Level 2 to Level 1 | 0 |
Unrealized losses | |
Net unrealized losses | $ 0 |
Leases (Details)
Leases (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 USD ($) ft² | May 31, 2022 USD ($) ft² | Apr. 30, 2017 USD ($) ft² | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Decrease in operating lease liabilities | $ 1,111 | $ (443) | ||||
Sublease | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Expects to receive base rent | $ 51,726 | 51,726 | ||||
Dublin | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of leased space | ft² | 700 | 6,100 | ||||
Decrease in operating lease assets | $ 1,400 | |||||
Decrease in operating lease liabilities | 1,500 | |||||
Loss on sale of furniture and equipment | $ 100 | |||||
Lease term | 2 years | |||||
Option to terminate | true | |||||
Lease termination notice period | 3 months | |||||
Operating lease expenses | $ 400 | |||||
Annual base rent expenses | $ 200 | $ 400 | ||||
South San Francisco | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of subleased property | ft² | 78,000 | |||||
South San Francisco | Sublease | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Option to terminate sublease | false | |||||
Annual base rent expenses | $ 800 | |||||
Monthly base rent | $ 500 | |||||
Increase in annual base rent (as a percent) | 3% | |||||
Expects to receive base rent | $ 51,700 | |||||
Premium component in sublease income | $ 13,500 | |||||
Percentage of excess sublease income over lease obligations received to be shared with lessor | 50% | |||||
Premium component in sublease income to be shared with lessor | $ 6,700 | |||||
Percentage of excess sublease income over lease obligations to be retained | 50% | |||||
Expected sublease income | $ 1,600 | $ 1,900 |
Leases - Future Undiscounted Ca
Leases - Future Undiscounted Cash Inflows Relating to Sublease Agreement (Details) - Sublease $ in Thousands | Sep. 30, 2022 USD ($) |
Future Undiscounted Cash Inflows | |
2022 | $ 3,554 |
2023 | 6,495 |
2024 | 6,495 |
2025 | 6,495 |
2026 | 6,495 |
Thereafter | 22,192 |
Total operating sublease receipts | $ 51,726 |
Sale of Equity Interests in T_3
Sale of Equity Interests in Theravance Respiratory Company, LLC and Discontinued Operations (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jul. 20, 2022 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Theravance Respiratory Company, LLC | |||
Future contingent milestone and royalty assets | $ 194,200 | $ 194,200 | |
Royalty Pharma | Disposed of by Sale | TRC | |||
Theravance Respiratory Company, LLC | |||
Net gain from sale of equity interests in TRC,LLC | $ 1,141,100 | $ 1,141,084 | $ 1,141,084 |
Consideration received | 1,301,600 | ||
Proceeds from the sale of equity interest in TRC, LLC | 1,107,400 | ||
Equity method investments | 136,700 | ||
Future contingent milestone and royalty assets | 194,200 | ||
Transaction costs | $ 23,800 | ||
Royalty Pharma | Disposed of by Sale | TRC | Measurement Input, Discount Rate [Member] | |||
Theravance Respiratory Company, LLC | |||
Equity method investment, contingent consideration | 0.0783 | ||
Royalty Pharma | Purchase Agreement to Sell Units in Theravance Respiratory Company, LLC | |||
Theravance Respiratory Company, LLC | |||
Percentage of Right to Receive Royalty Transferring | 85 | ||
Proceeds from sale of units. | $ 1,100,000 | ||
Consideration Receivable at closing | $ 250,000 | ||
Royalty Pharma | Class B Units | Purchase Agreement to Sell Units in Theravance Respiratory Company, LLC | |||
Theravance Respiratory Company, LLC | |||
Units issued | shares | 2,125 | ||
Royalty Pharma | Class C Units | Purchase Agreement to Sell Units in Theravance Respiratory Company, LLC | |||
Theravance Respiratory Company, LLC | |||
Units issued | shares | 6,375 | ||
TRC | |||
Theravance Respiratory Company, LLC | |||
Consideration Receivable at closing | $ 1,326,600 |
Sale of Equity Interests in T_4
Sale of Equity Interests in Theravance Respiratory Company, LLC and Discontinued Operations - Summary of discontinued operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Jul. 20, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 26, 2022 | Feb. 21, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Provision for income tax expense | $ (182,362) | $ (182,868) | |||||
Total net income from discontinued operations | $ 932,654 | $ 20,602 | $ 961,062 | $ 39,864 | |||
2035 notes | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Interest rate (as a percent) | 9.50% | 9.50% | 9.50% | 9.50% | 9.50% | ||
2033 notes | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Interest rate (as a percent) | 3.25% | 3.25% | 3.25% | ||||
Disposed of by Sale | TRC | Royalty Pharma | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Income from investment in TRC, LLC | $ 30,208 | $ 53,237 | $ 68,681 | ||||
Transaction - related legal expenses (prior to July 20, 2022) | (5,057) | ||||||
Loss on extinguishment of debt | $ (24,022) | (24,022) | |||||
Net gain from sale of equity interests in TRC,LLC | $ 1,141,100 | 1,141,084 | 1,141,084 | ||||
Provision for income tax expense | (182,362) | (182,868) | |||||
Total net income from discontinued operations | 932,654 | 20,602 | 961,062 | 39,864 | |||
Disposed of by Sale | TRC | Royalty Pharma | 2035 notes | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Interest expense on 9.5% Non-recourse notes due 2035 | $ (2,046) | $ (9,606) | $ (21,312) | $ (28,817) |
Sale of Equity Interests in T_5
Sale of Equity Interests in Theravance Respiratory Company, LLC and Discontinued Operations - Summary financial information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Summary financial information | ||||
Revenues | $ 12,451 | $ 13,194 | $ 36,697 | $ 40,365 |
Income from continuing operations | (16,023) | (55,910) | (78,568) | (207,256) |
Net income | $ 916,631 | (35,308) | 882,494 | (167,392) |
TRC | ||||
Summary financial information | ||||
Income from continuing operations | 35,391 | 71,693 | 80,244 | |
Net income | 35,539 | 62,632 | 79,655 | |
TRC | Royalties | ||||
Summary financial information | ||||
Revenues | $ 35,585 | $ 72,029 | $ 84,055 |
Ampreloxetine Funding (Details)
Ampreloxetine Funding (Details) $ in Millions | 9 Months Ended | |
Jul. 20, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Ampreloxetine Royalty Rights | ||
Development and Collaboration Agreement | ||
Consideration Receivable at closing | $ 25 | |
Consideration received at the time of first approval | $ 15 | |
Patent Application Period | 5 years | |
Milestone payments | $ 15 | |
Carrying amount of the liability | $ 25 | |
Percent of effective interest rate | 8.50% | |
Ampreloxetine Royalty Rights | Net Sales Upto First 500 Million | ||
Development and Collaboration Agreement | ||
Consideration received | $ 500 | |
Royalty Payment Percentage Multiplied with Net Sales | 2.5 | |
Ampreloxetine Royalty Rights | Net Sales In Excess of 500 Million | ||
Development and Collaboration Agreement | ||
Consideration received | $ 500 | |
Royalty Payment Percentage Multiplied with Net Sales | 4.5 | |
Ampreloxetine Funding | ||
Development and Collaboration Agreement | ||
Consideration Receivable at closing | $ 25 |
Ampreloxetine Funding - Schedul
Ampreloxetine Funding - Schedule of Future Royalty Payment Contingencies (Details) - USD ($) $ in Thousands | 2 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Development and Collaboration Agreement | ||
Consideration allocated, less transaction costs of $0.5 million | $ 24,464 | |
Interest accretion | 424 | |
Ending balance | $ 24,888 | 24,888 |
Ampreloxetine Royalty Rights | ||
Development and Collaboration Agreement | ||
Consideration allocated, less transaction costs of $0.5 million | 24,464 | |
Interest accretion | 424 | |
Ending balance | $ 24,888 | 24,888 |
Transaction costs | $ 500 |
Extinguishment of Debt (Details
Extinguishment of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Jul. 26, 2022 | Jul. 20, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Feb. 21, 2020 | |
Debt Instrument [Line Items] | |||||||
Accrued interest | $ 1,246 | ||||||
Loss on extinguishment of debt | $ (3,034) | $ (3,034) | |||||
9.5% Non-Recourse 2035 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate (as a percent) | 9.50% | 9.50% | 9.50% | 9.50% | |||
Principal amount | $ 400,000 | ||||||
Percentage of note to be sold | 95% | ||||||
Percentage of note to be retained | 5% | ||||||
Accrued interest | $ 4,700 | ||||||
Early redemption premium fee | 20,000 | ||||||
Loss on extinguishment of debt | (24,000) | ||||||
Transaction costs | 200 | ||||||
Net interest shortfall | 30,700 | ||||||
Principal payment on notes | $ 400,000 | $ 399,998 | $ 10,730 | ||||
3.25% Convertible Senior Notes Due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate (as a percent) | 3.25% | 3.25% | 3.25% | ||||
Principal amount | $ 230,000 | ||||||
Accrued interest | 2,400 | ||||||
Loss on extinguishment of debt | (3,000) | ||||||
Retirement of debt | $ 230,000 | ||||||
Debt retired (as percent) | 100% | ||||||
Transaction costs | $ 1,600 | ||||||
Principal payment on notes | $ 231,605 | ||||||
TRC | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of economic interest | 85% | ||||||
TRC | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Upward tiering royalties (as a percent) | 6.50% | ||||||
TRC | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Upward tiering royalties (as a percent) | 10% | ||||||
TRC | Issuer II Class C Units | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of economic interest | 63.75% | ||||||
Issuer II Class C Units | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of equity interest | 75% | 75% |
Share-Based Compensation - Perf
Share-Based Compensation - Performance Contingent Awards (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 employee | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | |
Share-Based Compensation | ||||||
Stock-based compensation expense | $ 8,530 | $ 14,370 | $ 32,784 | $ 45,143 | ||
Incremental Share-Based Compensation expense | 0 | 1,700 | ||||
Cumulative compensation cost | $ 800 | |||||
Restructuring and related expenses | ||||||
Share-Based Compensation | ||||||
Stock-based compensation expense | 711 | $ 5,587 | ||||
Incremental Share-Based Compensation expense | $ 2,500 | |||||
Number of employees reduction in workforce | employee | 45 | |||||
Performance-Contingent Awards - RSUs | ||||||
Share-Based Compensation | ||||||
RSUs outstanding (in shares) | shares | 305,000 | |||||
Performance-Contingent Awards - RSUs. | ||||||
Share-Based Compensation | ||||||
Stock-based compensation expense | $ 400 | $ 100 | $ 600 | $ 700 | ||
Maximum potential expense | Performance-Contingent Awards - RSUs. | ||||||
Share-Based Compensation | ||||||
Stock-based compensation expense | $ 2,100 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Provision for income tax benefit (expense) | |||
Income tax expense | $ 182,362 | $ 182,868 | |
Gross increase in tax positions for current year | 62,300 | ||
Unrecognized Tax Benefits | $ 62,661 | 62,661 | $ 240 |
Non- recurring tax benefit due to valuation allowance reversal | $ 61,900 |
Corporate Restructuring Updat_2
Corporate Restructuring Update (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 13 Months Ended | |||
Sep. 15, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Corporate Restructuring | ||||||
Reduction in workforce (as a percent) | 75% | |||||
Restructuring costs | $ 509 | $ 1,771 | $ 11,427 | $ 1,771 | $ 31,600 | |
Research and development | ||||||
Corporate Restructuring | ||||||
Restructuring costs | 100 | 5,300 | 15,800 | |||
Selling, general and administrative | ||||||
Corporate Restructuring | ||||||
Restructuring costs | 400 | 6,200 | 15,800 | |||
Severance | ||||||
Corporate Restructuring | ||||||
Restructuring costs | 31,600 | |||||
Employee-related separation costs | 500 | 11,400 | ||||
Cash charges related to modification of equity-awards for terminated and remaining employee | 200 | 5,800 | 17,400 | |||
Non-cash charges related to modification of equity-awards for terminated and remaining employee | $ 700 | $ 5,600 | $ 14,200 |
Corporate Restructuring Updat_3
Corporate Restructuring Update - Accrued restructuring, severance costs and one-time termination costs (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31, 2021 | $ 9,550 |
Net accruals | 6,074 |
Cash paid | $ (15,624) |
Capital Return Program (Details
Capital Return Program (Details) - USD ($) | 9 Months Ended | ||||
Sep. 28, 2022 | Sep. 27, 2022 | Sep. 20, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Capital Return Program | |||||
Share repurchase authorized amount | $ 250,000,000 | ||||
Ordinary shares, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||
Consideration for repurchase | $ 94,037,000 | ||||
Ordinary shares, shares issued | 67,366,000 | 74,435,000 | |||
Ordinary shares, shares outstanding | 67,366,000 | 74,435,000 | |||
GSK Share Repurchase | |||||
Capital Return Program | |||||
Share repurchase authorized amount | $ 250,000,000 | ||||
Shares authorized to be repurchased (in shares) | 9,644,807 | ||||
Ordinary shares, par value (in dollars per share) | $ 0.00001 | ||||
Repurchase price (in dollars per share) | $ 9.75 | ||||
Consideration for repurchase | $ 94,000,000 | ||||
Ordinary shares, shares issued | 0 | ||||
Ordinary shares, shares outstanding | 0 | ||||
Number of shares to be repurchased | 9,644,807 | ||||
Modified Dutch Auction Tender Offer | |||||
Capital Return Program | |||||
Share repurchase authorized amount | $ 95,000,000 | ||||
Ordinary shares, shares outstanding | 67,365,912 | ||||
Modified Dutch Auction Tender Offer | Share repurchase at $10.50 | |||||
Capital Return Program | |||||
Repurchase price (in dollars per share) | $ 10.50 | ||||
Consideration for repurchase | $ 9,047,619 | ||||
Share repurchase (as a percent) | 13.40% | ||||
Modified Dutch Auction Tender Offer | Share repurchase at $9.75 | |||||
Capital Return Program | |||||
Repurchase price (in dollars per share) | $ 9.75 | ||||
Number of shares to be repurchased | 9,743,589 | ||||
Share repurchase (as a percent) | 14.50% | ||||
Modified Dutch Auction Tender Offer | Minimum | |||||
Capital Return Program | |||||
Repurchase price (in dollars per share) | $ 9.75 | ||||
Modified Dutch Auction Tender Offer | Maximum | |||||
Capital Return Program | |||||
Repurchase price (in dollars per share) | $ 10.50 | ||||
Open Market Share Repurchase Plan | |||||
Capital Return Program | |||||
Share repurchase authorized amount | $ 60,000,000 | ||||
Repurchase of ordinary shares (in shares) | 0 |