Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36294 | |
Entity Registrant Name | uniQure N.V. | |
Entity Incorporation, State or Country Code | P7 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | Paasheuvelweg 25 | |
Entity Address, City or Town | Amsterdam | |
Entity Address, Country | NL | |
Entity Address, Postal Zip Code | 1105 BP | |
City Area Code | 31 | |
Local Phone Number | 20-240-6000 | |
Title of 12(b) Security | Ordinary Shares, par value €0.05 | |
Trading Symbol | QURE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 47,583,959 | |
Entity Central Index Key | 0001590560 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 153,851 | $ 228,012 |
Current investment securities | 161,487 | 124,831 |
Accounts receivable and contract asset | 104,793 | 102,376 |
Inventories | 7,477 | 6,924 |
Prepaid expenses | 12,567 | 11,817 |
Other current assets and receivables | 2,468 | 2,814 |
Total current assets | 442,643 | 476,774 |
Non-current assets | ||
Property, plant and equipment, net of accumulated depreciation of $46.9 million as of March 31, 2023 and $44.1 million as of December 31, 2022 | 50,072 | 50,532 |
Non-current investment securities | 39,984 | |
Operating lease right-of-use assets | 32,135 | 32,726 |
Intangible assets, net, including an in-process research and development asset of $58.3 million as of March 31, 2023 and $57.3 million as of December 31, 2022 | 59,704 | 58,778 |
Goodwill | 25,998 | 25,581 |
Deferred tax assets, net | 14,331 | 14,528 |
Other non-current assets | 6,121 | 6,061 |
Total non-current assets | 188,361 | 228,190 |
Total assets | 631,004 | 704,964 |
Current liabilities | ||
Accounts payable | 8,885 | 10,984 |
Accrued expenses and other current liabilities | 22,529 | 30,571 |
Current portion of contingent consideration | 27,253 | 25,982 |
Current portion of operating lease liabilities | 7,669 | 8,382 |
Total current liabilities | 66,336 | 75,919 |
Non-current liabilities | ||
Long-term debt | 103,253 | 102,791 |
Operating lease liabilities, net of current portion | 31,075 | 31,719 |
Contingent consideration, net of current portion | 9,641 | 9,334 |
Deferred tax liability, net | 6,970 | 8,257 |
Other non-current liabilities | 958 | 935 |
Total non-current liabilities | 151,897 | 153,036 |
Total liabilities | 218,233 | 228,955 |
Commitments and contingencies | ||
Shareholders' equity | ||
Ordinary shares, €0.05 par value: 80,000,000 shares authorized as of March 31, 2023 and December 31, 2022 and 47,546,673 and 46,968,032 ordinary shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 2,869 | 2,838 |
Additional paid-in-capital | 1,121,554 | 1,113,393 |
Accumulated other comprehensive loss | (52,494) | (58,291) |
Accumulated deficit | (659,158) | (581,931) |
Total shareholders' equity | 412,771 | 476,009 |
Total liabilities and shareholders' equity | $ 631,004 | $ 704,964 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Mar. 31, 2023 USD ($) shares | Mar. 31, 2023 € / shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 € / shares |
Ordinary shares, par value (in euros per share) | € / shares | € 0.05 | € 0.05 | ||
Ordinary shares, authorized | shares | 80,000,000 | 80,000,000 | ||
Ordinary shares, issued | shares | 47,546,673 | 46,968,032 | ||
Ordinary shares, outstanding | shares | 47,546,673 | 46,968,032 | ||
Accumulated depreciation | $ | $ 46,900 | $ 44,100 | ||
Intangible assets, net | $ | 59,704 | 58,778 | ||
In-process research & development | ||||
Intangible assets, net | $ | $ 58,300 | $ 57,300 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total revenues | $ 5,325 | $ 1,792 |
Operating expenses: | ||
Cost of contract manufacturing revenues | (2,435) | |
Research and development expenses | (60,809) | (45,003) |
Selling, general and administrative expenses | (17,848) | (10,987) |
Total operating expenses | (81,092) | (55,990) |
Other income | 1,811 | 311 |
Other expense | (216) | (193) |
Loss from operations | (74,172) | (54,080) |
Interest income | 1,669 | 42 |
Interest expense | (3,562) | (2,515) |
Foreign currency (losses) / gains, net | (2,369) | 8,567 |
Other non-operating gains, net | 692 | |
Loss before income tax benefit | (78,434) | (47,294) |
Income tax benefit | 1,207 | 616 |
Net loss | (77,227) | (46,678) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | 5,797 | (10,450) |
Total comprehensive loss | $ (71,430) | $ (57,128) |
Earnings per ordinary share - basic | ||
Basic net loss per ordinary share | $ (1.63) | $ (1) |
Earnings per ordinary share - diluted | ||
Diluted net loss per ordinary share | $ (1.63) | $ (1) |
Weighted average shares - basic | 47,436,335 | 46,599,114 |
Weighted average shares - diluted | 47,436,335 | 46,599,114 |
Contract manufacturing revenues | ||
Total revenues | $ 4,937 | |
Collaboration revenues | ||
Total revenues | $ 388 | $ 1,792 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Ordinary shares | Additional paid-in capital | Accumulated other comprehensive income / (loss) | Accumulated deficit | Total |
Beginning balance at Dec. 31, 2021 | $ 2,802 | $ 1,076,972 | $ (28,856) | $ (455,142) | $ 595,776 |
Beginning balance (in shares) at Dec. 31, 2021 | 46,298,635 | ||||
Increase (decrease) in shareholders' equity | |||||
Loss for the period | (46,678) | (46,678) | |||
Other comprehensive loss or gain | (10,450) | (10,450) | |||
Exercise of share options | $ 4 | 420 | 424 | ||
Exercise of share options (in shares) | 68,124 | ||||
Restricted and performance share units distributed during the period | $ 15 | (15) | |||
Restricted and performance share units distributed during the period (in shares) | 271,131 | ||||
Share-based compensation expense | 6,868 | 6,868 | |||
Issuance of ordinary shares relating to employee stock purchase plan | 61 | 61 | |||
Issuance of ordinary shares relating to employee stock purchase plan (in shares) | 3,558 | ||||
Ending balance at Mar. 31, 2022 | $ 2,821 | 1,084,306 | (39,306) | (501,820) | 546,001 |
Ending balance (in shares) at Mar. 31, 2022 | 46,641,448 | ||||
Beginning balance at Dec. 31, 2022 | $ 2,838 | 1,113,393 | (58,291) | (581,931) | $ 476,009 |
Beginning balance (in shares) at Dec. 31, 2022 | 46,968,032 | 46,968,032 | |||
Increase (decrease) in shareholders' equity | |||||
Loss for the period | (77,227) | $ (77,227) | |||
Other comprehensive loss or gain | 5,797 | 5,797 | |||
Exercise of share options | $ 1 | 86 | 87 | ||
Exercise of share options (in shares) | 10,055 | ||||
Restricted and performance share units distributed during the period | $ 30 | (30) | |||
Restricted and performance share units distributed during the period (in shares) | 566,091 | ||||
Share-based compensation expense | 8,061 | 8,061 | |||
Issuance of ordinary shares relating to employee stock purchase plan | $ 0 | 44 | 44 | ||
Issuance of ordinary shares relating to employee stock purchase plan (in shares) | 2,495 | ||||
Ending balance at Mar. 31, 2023 | $ 2,869 | $ 1,121,554 | $ (52,494) | $ (659,158) | $ 412,771 |
Ending balance (in shares) at Mar. 31, 2023 | 47,546,673 | 47,546,673 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (77,227) | $ (46,678) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 2,527 | 2,122 |
Share-based compensation expense | 8,061 | 6,868 |
Deferred tax income | (1,207) | (616) |
Changes in fair value of contingent consideration and derivative financial instrument, net | 975 | 1,512 |
Unrealized foreign exchange losses / (gains), net | 1,193 | (7,356) |
Other items, net | (469) | |
Changes in operating assets and liabilities: | ||
Accounts receivable and contract asset, prepaid expenses, and other current assets and receivables | (936) | 17,209 |
Inventories | (553) | |
Accounts payable | (1,661) | 7,306 |
Accrued expenses, other liabilities, and operating leases | (9,005) | (6,078) |
Net cash used in operating activities | (78,302) | (25,711) |
Cash flows from investing activities | ||
Purchases of property, plant, and equipment | (2,342) | (4,058) |
Proceeds on maturity of investment securities | 5,330 | |
Acquisition of Corlieve, net of cash acquired | (822) | |
Net cash generated from / (used in) investing activities | 2,988 | (4,880) |
Cash flows from financing activities | ||
Proceeds from issuance of ordinary shares related to employee stock option and purchase plans | 131 | 485 |
Net cash generated from financing activities | 131 | 485 |
Currency effect on cash, cash equivalents and restricted cash | 1,034 | (1,168) |
Net decrease in cash, cash equivalents and restricted cash | (74,149) | (31,274) |
Cash, cash equivalents and restricted cash at beginning of period | 231,173 | 559,353 |
Cash, cash equivalents and restricted cash at the end of period | 157,024 | 528,079 |
Cash and cash equivalents | 153,851 | 524,886 |
Restricted cash related to leasehold and other deposits | 3,173 | 3,193 |
Total cash, cash equivalents and restricted cash | 157,024 | 528,079 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | (3,057) | (1,906) |
Non-cash (decrease) / increase in accounts payables and accrued expenses and other current liabilities related to purchases of property, plant, and equipment | $ (753) | $ (611) |
General business information
General business information | 3 Months Ended |
Mar. 31, 2023 | |
General business information | |
General business information | 1 uniQure N.V. (the “Company”) was incorporated on January 9, 2012, initially as a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid naamloze vennootschap The Company is registered in the trade register of the Chamber of Commerce ( Kamer van Koophandel The Company’s ordinary shares are listed on the Nasdaq Global Select Market and trade under the symbol “QURE”. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2 Summary of significant accounting policies 2.1 Basis of preparation The Company prepared these unaudited consolidated financial statements in compliance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited consolidated financial statements are presented in U.S. dollars, except where otherwise indicated. Transactions denominated in currencies other than U.S. dollars are presented in the transaction currency with the U.S. dollar amount included in parenthesis, converted at the foreign exchange rate as of the transaction date. 2.2 Unaudited interim financial information The interim financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the financial position, results of operations and changes in financial position for the period presented. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023, or for any other future year or interim period. The accompanying financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report 2.3 Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. 2.4 Accounting policies The principal accounting policies applied in the preparation of these unaudited consolidated financial statements are described in the Company’s audited financial statements as of and for the year ended December 31, 2022, and the notes thereto, which are included in the Annual Report 2.5 Recent accounting pronouncements There have been no new accounting pronouncements or changes to accounting pronouncements during the three months ended March 31, 2023, as compared to the recent accounting pronouncements described in Note 2.3.25 of the Annual Report |
CSL Behring collaboration
CSL Behring collaboration | 3 Months Ended |
Mar. 31, 2023 | |
CSL Behring collaboration | |
CSL Behring collaboration | 3 CSL Behring collaboration On June 24, 2020 (the “Signing Date”), uniQure biopharma B.V., a wholly owned subsidiary of the Company entered into a commercialization and license agreement (the “CSL Behring Agreement”) with CSL Behring LLC (“CSL Behring”), pursuant to which CSL Behring received exclusive global rights to HEMGENIX® The transaction became fully effective on May 6, 2021 (“Closing”). Accounts Receivable and Contract Asset As of December 31, 2022, the Company recorded accounts receivable of $2.2 million from CSL Behring related to collaboration services as well as a contract asset of $100.0 million associated to a milestone due from CSL Behring following the first sale of , which was deemed to be probable. As of March 31, 2023, the Company had accounts receivable of $4.8 million from CSL Behring related to collaboration services and contract manufacturing revenue and as well as the contract asset of $100.0 million. |
Investment securities
Investment securities | 3 Months Ended |
Mar. 31, 2023 | |
Investment securities | |
Investment securities | 4 Investment securities The following tables summarize the Company’s investments in sovereign debt as of March 31, 2023 and December 31, 2022: At March 31, 2023 Amortized cost, as adjusted Gross unrealized holding gains Gross unrealized holding losses Estimated fair value (in thousands) Current investments: Government debt securities (held-to-maturity) $ 161,487 $ — $ (277) $ 161,210 Total $ 161,487 $ — $ (277) $ 161,210 At December 31, 2022 Amortized cost, as adjusted Gross unrealized holding gains Gross unrealized holding losses Estimated fair value (in thousands) Current investments: Government debt securities (held-to-maturity) $ 124,831 $ — $ (283) $ 124,548 Non-current investments: Government debt securities (held-to-maturity) 39,984 — (43) 39,941 Total $ 164,815 $ — $ (326) $ 164,489 Inputs to the fair value of the investments are considered Level 2 inputs. |
Fair value measurement
Fair value measurement | 3 Months Ended |
Mar. 31, 2023 | |
Fair value measurement | |
Fair value measurement and Other non-operating (losses) / gains | 5 Fair value measurement The Company measures certain financial assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting. ASC 820, Fair Value Measurements and Disclosures Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 – Valuations based on quoted prices for similar assets or liabilities in markets that are not active or models for which the inputs are observable, either directly or indirectly. Level 3 – Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and are unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amount of cash and cash equivalents, accounts receivable from licensing and collaboration partners, prepaid expenses, other assets, accounts payable, accrued expenses and other current liabilities reflected in the Consolidated balance sheets approximate their fair values due to their short-term maturities. The following table sets forth the Company’s assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2023, and December 31, 2022: Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Classification in Consolidated balance sheets (in thousands) At December 31, 2022 Assets: Cash and cash equivalents $ 228,012 $ — $ — $ 228,012 Cash and cash equivalents Restricted cash 3,161 — — 3,161 Other non-current assets Total assets $ 231,173 $ — $ — $ 231,173 Liabilities: Contingent consideration — — 35,316 35,316 Contingent consideration Consideration for post-acquisition services — — 297 297 Other non-current liabilities Total liabilities $ — $ — $ 35,613 $ 35,613 At March 31, 2023 Assets: Cash and cash equivalents $ 153,851 $ — $ — $ 153,851 Cash and cash equivalents Restricted cash 3,173 — — 3,173 Other non-current assets Total assets $ 157,024 $ — $ — $ 157,024 Liabilities: Contingent consideration — — 36,894 36,894 Contingent consideration Consideration for post-acquisition services — — 328 328 Other non-current liabilities Total liabilities $ — $ — $ 37,222 $ 37,222 Contingent consideration The Company is required to pay up to EUR 178.8 million ($194.5 million at March 31, 2023) at March 31, 2023 to the former shareholders of Corlieve Therapeutics SAS (“Corlieve”) upon the achievement of contractually defined milestones in connection with the Company’s acquisition of Corlieve. The fair value of the contingent consideration as of March 31, 2023 was $36.9 million (December 31, 2022: $35.3 million) using discount rates of approximately 14.3% to 15.0% (December 31, 2022: 14.0% to 14.4%) as well as a 66.0% (December 31, 2022: 66.0%) likelihood of Corlieve’s target candidate for treatment of temporal lobe epilepsy (“AMT-260”) advancing into clinical development by no later than late 2023. If as of March 31, 2023 the Company had assumed a 100% likelihood of AMT-260 advancing into clinical development, then the fair value of the contingent consideration would have increased to $51.0 million. If as of March 31, 2023 the Company assumed that it would discontinue development of the AMT-260 program, then the contingent consideration would be released to income. Changes in fair value of the contingent consideration are recognized within research and development expenses in the consolidated statements of operations. The following table presents the changes in fair value of contingent consideration between December 31, 2022 and March 31, 2023: Amount of contingent consideration 2022 (in thousands) Balance at December 31, 2022 $ 35,316 Change in fair value (presented within research and development expenses) 975 Currency translation effects 603 Balance at March 31, 2023 $ 36,894 As of March 31, 2023, the Company classified $27.3 million of the total contingent consideration of $36.9 million as current liabilities. The balance sheet classification between current and non-current liabilities is based upon the Company’s best estimate of the timing of settlement of the remaining relevant milestones. Investment Securities Refer to Note 4 “ Investment securities |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | 6 Accrued expenses and other current liabilities Accrued expenses and other current liabilities include the following items: March 31, December 31, 2023 2022 (in thousands) Accruals for goods received from and services provided by vendors-not yet billed $ 10,929 $ 11,120 Personnel related accruals and liabilities 9,350 17,201 Accrued contract fulfillment costs and costs to obtain a contract 2,250 2,250 Total $ 22,529 $ 30,571 |
Long-term debt
Long-term debt | 3 Months Ended |
Mar. 31, 2023 | |
Long-term debt | |
Long-term debt | 7 Long-term debt On June 14, 2013, the Company entered into a venture debt loan facility with Hercules Capital, Inc. (formerly known as Hercules Technology Growth Capital, Inc.) (“Hercules”). The facility was amended and restated in 2014, 2016, 2018 (“2018 Amended Facility”), January 2021 (“2021 Amended Facility”) and in December 2021 (“2021 Restated Facility”). The Company drew down an additional $30.0 million at the time of the 2021 Restated Facility, resulting in total principal outstanding $100.0 million. The 2021 Restated Facility matures on December 1, 2025. The Company is required to repay the entire principal balance on the maturity date. The interest rate is adjustable and is the greater of (i) 7.95% and (ii) 7.95% plus the prime rate less 3.25% per annum. Under the 2021 Restated Facility, the Company owes a back-end fee of $2.5 million on June 1, 2023 and a back-end fee of $4.9 million on the maturity date. The amortized cost (including interest due presented as part of accrued expenses and other current liabilities) of the 2021 Restated Facility was $104.3 million as of March 31, 2023, compared to $103.8 million as of December 31, 2022, and is recorded net of discount and debt issuance costs. The foreign currency gain on the facility in the three ended March 31, 2023 was $0.7 million compared to a foreign currency loss of $2.1 million during the same period in 2022. Interest expense associated with the 2021 Restated Facility during the three months ended March 31, 2023 was $3.6 million, compared to $2.4 million during the same period in 2022. Under the 2021 Restated Facility the Company must remain current in its periodic reporting requirements and is required to keep a minimum cash balance deposited in bank accounts in the United States equivalent to the lesser of (i) 65% of the outstanding balance of principal due or (ii) 100% of worldwide cash and cash equivalents. This restriction on cash and cash equivalents only relates to the location of the cash and cash equivalents, and such cash and cash equivalents can be used at the discretion of the Company. Beginning on April 1, 2024, the Company is required to keep a minimum of unrestricted cash equal to at least 30% of the loan amount outstanding. In combination with other covenants, the 2021 Restated Facility restricts the Company’s ability to, among other things, incur future indebtedness and obtain additional debt financing, to make investments in securities or in other companies, to transfer assets, to perform certain corporate changes, to make loans to employees, officers, and directors, and to make dividend payments and other distributions to its shareholders. The Company secured the facilities by directly or indirectly pledging its total assets of $631.0 million, less $26.0 million of cash and cash equivalents and other current assets held by uniQure N.V. and $85.7 million of other current assets and investment held by Corlieve. Under the 2021 Restated Facility, the occurrence of a material adverse effect, as defined therein, would entitle Hercules to declare all principal, interest and other amounts owed by the Company immediately due and payable. As of March 31, 2023, the Company was in material compliance with all covenants and provisions. |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-based compensation | |
Share-based compensation | 8 The Company’s share-based compensation plans include the 2014 Amended and Restated Share Option Plan (the “2014 Plan”) and inducement grants under Rule 5653(c)(4) of the Nasdaq Global Select Market with terms similar to the 2014 Plan (together the “2014 Plans”). The number of shares authorized for issuance under the 2014 Plan is 12,601,471 . On April 28, 2023, the Company filed a definitive proxy statement with the SEC, seeking shareholder approval to, among other things, amend and restate the 2014 Plan to increase the shares available thereunder. In June 2018, the Company’s shareholders adopted and approved an employee share purchase plan (“ESPP”) allowing the Company to issue up to 150,000 ordinary shares. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986. Under the ESPP, employees are eligible to purchase ordinary shares through payroll deductions, subject to any plan limitations. The purchase price of the ordinary shares on each purchase date is equal to 85% of the lower of the closing market price on the offering date and the closing market price on the purchase date of each three-month offering period. 2014 Plans and ESPP Share-based compensation expense recognized by classification included in the Consolidated statements of operations and comprehensive loss in relation to the 2014 Plans and the ESPP for the periods indicated below was as follows: Three months ended March 31, 2023 2022 (in thousands) Cost of manufacturing services revenue $ 24 $ — Research and development 4,305 4,054 Selling, general and administrative 3,732 2,814 Total $ 8,061 $ 6,868 Share-based compensation expense recognized by award type of the 2014 Plans as well as the ESPP was as follows: Three months ended March 31, 2023 2022 (in thousands) Award type/ESPP Share options $ 3,274 $ 3,255 Restricted share units 4,630 3,270 Performance share units 150 338 Employee share purchase plan 7 5 Total $ 8,061 $ 6,868 As of March 31, 2023, the unrecognized share-based compensation expense related to unvested awards under the 2014 Plans were: Unrecognized Weighted average share-based remaining compensation period for expense recognition (in thousands) (in years) Award type Share options $ 32,390 2.89 Restricted share units 43,140 2.35 Performance share units 12 0.12 Total $ 75,542 2.58 The Company satisfies the exercise of share options and vesting of Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”) through newly issued ordinary shares. Share options Share options are priced on the date of grant and, except for certain grants made to non-executive directors, vest over a period of four years. The first 25% vests after one year from the initial grant date and the remainder vests in equal quarterly installments over years two, three and four. Certain grants to non-executive directors vest in full after one year. Any share options that vest must be exercised by the tenth anniversary of the initial grant date. The following tables summarize share option activity under the 2014 Plans for the three months ended March 31, 2023: Options Number of Weighted average ordinary shares exercise price Outstanding at December 31, 2022 4,237,917 $ 26.13 Granted 1,049,350 $ 20.06 Forfeited (74,916) $ 24.38 Expired (51,606) $ 54.74 Exercised (10,055) $ 8.64 Outstanding at March 31, 2023 5,150,690 $ 24.66 Thereof, fully vested and exercisable on March 31, 2023 2,438,321 $ 27.41 Thereof, outstanding and expected to vest after March 31, 2023 2,712,369 $ 22.20 Total weighted average grant date fair value of options issued during the period (in $ millions) $ 12.3 Proceeds from option sales during the period (in $ millions) $ 0.1 The fair value of each share option issued is estimated at the respective grant date using the Hull & White option pricing model with the following weighted-average assumptions: Three months ended March 31, Assumptions 2023 2022 Expected volatility 70% 70% Expected terms 10 years 10 years Risk free interest rate 4.10% 2.12% Expected dividend yield 0% 0% RSUs The following table summarizes the RSU activity for the three months ended March 31, 2023: RSUs Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2022 1,818,774 $ 20.46 Granted 1,202,150 $ 20.06 Vested (520,046) $ 22.86 Forfeited (65,982) $ 19.50 Non-vested at March 31, 2023 2,434,896 $ 19.78 Total weighted average grant date fair value of RSUs granted during the period (in $ millions) $ 24.1 RSUs vest over one PSUs The following table summarizes the PSU activity for the three months ended March 31, 2023: PSUs Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2022 400,690 $ 28.82 Vested (46,045) $ 28.60 Forfeited (17,395) $ 26.12 Non-vested at March 31, 2023 337,250 $ 28.99 The Company granted ordinary shares to certain employees in September and December 2021 and at various dates during the year ended December 31, 2022 that will be earned upon the achievement of defined milestones. Such ordinary shares will vest upon the later of a minimum service period of one year or three years, or the achievement of defined milestones, subject to the grantee’s continued employment. In addition, portions of the ordinary shares granted in December 2021 to executives and other members of senior management are subject to achieving a minimum total shareholder return relative to the Nasdaq biotechnology index. The Company recognizes the compensation cost related to these grants to the extent it considers achievement of the milestones to be probable. Achievement of one of the total five defined milestones was met as of December 31, 2022 and another one of the total five defined milestones was met as of March 31, 2023. ESPP During the three months ended March 31, 2023, 2,495 ordinary shares were issued under the ESPP compared to 3,558 during the same period in 2022. As of March 31, 2023, a total of 113,565 ordinary shares remains available for issuance under the ESPP plan compared to a total of 123,744 as of March 31, 2022. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income taxes | |
Income taxes | 9 Income taxes The Company recorded $1.2 million deferred tax benefit in relation to its operations in the United States and France during the three months ended March 31, 2023. The Company recorded $0.6 million deferred tax benefit in relation to its operations in the United States, France and Switzerland for the three months ended March 31, 2022. The effective income tax rate of (1.5%) during the three months ended March 31, 2023 is substantially lower than the enacted rate of 25.8% in the Netherlands as the Company records a valuation allowance against its net deferred tax assets in the Netherlands. The effective income tax rate during the three months ended March 31, 2022 was (1.3%) as the Company had recorded a valuation allowance against its net deferred tax assets in the Netherlands. |
Basic and diluted earnings per
Basic and diluted earnings per share | 3 Months Ended |
Mar. 31, 2023 | |
Basic and diluted earnings per share | |
Basic and diluted earnings per share | 10 Basic and diluted earnings per share The potentially dilutive ordinary shares are summarized below: Three months ended March 31, 2023 2022 Anti-dilutive ordinary share equivalents Stock options under 2014 Plans and previous plan 5,150,690 4,139,698 Non-vested RSUs and PSUs 2,772,146 2,287,969 ESPP 801 745 Total anti-dilutive ordinary share equivalents 7,923,637 6,428,412 |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent events | |
Subsequent events | 11 None. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of significant accounting policies | |
Basis of preparation | 2.1 Basis of preparation The Company prepared these unaudited consolidated financial statements in compliance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited consolidated financial statements are presented in U.S. dollars, except where otherwise indicated. Transactions denominated in currencies other than U.S. dollars are presented in the transaction currency with the U.S. dollar amount included in parenthesis, converted at the foreign exchange rate as of the transaction date. |
Unaudited interim financial information | 2.2 Unaudited interim financial information The interim financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the financial position, results of operations and changes in financial position for the period presented. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023, or for any other future year or interim period. The accompanying financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report |
Use of estimates | 2.3 Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Accounting policies | 2.4 Accounting policies The principal accounting policies applied in the preparation of these unaudited consolidated financial statements are described in the Company’s audited financial statements as of and for the year ended December 31, 2022, and the notes thereto, which are included in the Annual Report |
Recent accounting pronouncements | 2.5 Recent accounting pronouncements There have been no new accounting pronouncements or changes to accounting pronouncements during the three months ended March 31, 2023, as compared to the recent accounting pronouncements described in Note 2.3.25 of the Annual Report |
Investment securities (Tables)
Investment securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investment securities | |
Schedule of investments into sovereign debt | At March 31, 2023 Amortized cost, as adjusted Gross unrealized holding gains Gross unrealized holding losses Estimated fair value (in thousands) Current investments: Government debt securities (held-to-maturity) $ 161,487 $ — $ (277) $ 161,210 Total $ 161,487 $ — $ (277) $ 161,210 At December 31, 2022 Amortized cost, as adjusted Gross unrealized holding gains Gross unrealized holding losses Estimated fair value (in thousands) Current investments: Government debt securities (held-to-maturity) $ 124,831 $ — $ (283) $ 124,548 Non-current investments: Government debt securities (held-to-maturity) 39,984 — (43) 39,941 Total $ 164,815 $ — $ (326) $ 164,489 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair value measurement | |
Schedule of assets and liabilities measured at fair value on recurring basis | Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Classification in Consolidated balance sheets (in thousands) At December 31, 2022 Assets: Cash and cash equivalents $ 228,012 $ — $ — $ 228,012 Cash and cash equivalents Restricted cash 3,161 — — 3,161 Other non-current assets Total assets $ 231,173 $ — $ — $ 231,173 Liabilities: Contingent consideration — — 35,316 35,316 Contingent consideration Consideration for post-acquisition services — — 297 297 Other non-current liabilities Total liabilities $ — $ — $ 35,613 $ 35,613 At March 31, 2023 Assets: Cash and cash equivalents $ 153,851 $ — $ — $ 153,851 Cash and cash equivalents Restricted cash 3,173 — — 3,173 Other non-current assets Total assets $ 157,024 $ — $ — $ 157,024 Liabilities: Contingent consideration — — 36,894 36,894 Contingent consideration Consideration for post-acquisition services — — 328 328 Other non-current liabilities Total liabilities $ — $ — $ 37,222 $ 37,222 |
Schedule of changes in fair value of contingent consideration | Amount of contingent consideration 2022 (in thousands) Balance at December 31, 2022 $ 35,316 Change in fair value (presented within research and development expenses) 975 Currency translation effects 603 Balance at March 31, 2023 $ 36,894 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | March 31, December 31, 2023 2022 (in thousands) Accruals for goods received from and services provided by vendors-not yet billed $ 10,929 $ 11,120 Personnel related accruals and liabilities 9,350 17,201 Accrued contract fulfillment costs and costs to obtain a contract 2,250 2,250 Total $ 22,529 $ 30,571 |
Share-based compensation (Table
Share-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-based compensation | |
Schedule of share-based compensation expense by classification included in consolidated statements of operations and comprehensive loss | Three months ended March 31, 2023 2022 (in thousands) Cost of manufacturing services revenue $ 24 $ — Research and development 4,305 4,054 Selling, general and administrative 3,732 2,814 Total $ 8,061 $ 6,868 |
Schedule of share-based compensation expense | Three months ended March 31, 2023 2022 (in thousands) Award type/ESPP Share options $ 3,274 $ 3,255 Restricted share units 4,630 3,270 Performance share units 150 338 Employee share purchase plan 7 5 Total $ 8,061 $ 6,868 |
Schedule of unrecognized compensation cost related to unvested awards | Unrecognized Weighted average share-based remaining compensation period for expense recognition (in thousands) (in years) Award type Share options $ 32,390 2.89 Restricted share units 43,140 2.35 Performance share units 12 0.12 Total $ 75,542 2.58 |
Schedule of weighted-average assumptions for fair value of option issued | Three months ended March 31, Assumptions 2023 2022 Expected volatility 70% 70% Expected terms 10 years 10 years Risk free interest rate 4.10% 2.12% Expected dividend yield 0% 0% |
Summary of RSUs activity | RSUs Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2022 1,818,774 $ 20.46 Granted 1,202,150 $ 20.06 Vested (520,046) $ 22.86 Forfeited (65,982) $ 19.50 Non-vested at March 31, 2023 2,434,896 $ 19.78 Total weighted average grant date fair value of RSUs granted during the period (in $ millions) $ 24.1 |
Summary of PSUs activity | PSUs Weighted average Number of grant-date fair ordinary shares value Non-vested at December 31, 2022 400,690 $ 28.82 Vested (46,045) $ 28.60 Forfeited (17,395) $ 26.12 Non-vested at March 31, 2023 337,250 $ 28.99 |
2014 Plan. | |
Share-based compensation | |
Summary of option activity | Options Number of Weighted average ordinary shares exercise price Outstanding at December 31, 2022 4,237,917 $ 26.13 Granted 1,049,350 $ 20.06 Forfeited (74,916) $ 24.38 Expired (51,606) $ 54.74 Exercised (10,055) $ 8.64 Outstanding at March 31, 2023 5,150,690 $ 24.66 Thereof, fully vested and exercisable on March 31, 2023 2,438,321 $ 27.41 Thereof, outstanding and expected to vest after March 31, 2023 2,712,369 $ 22.20 Total weighted average grant date fair value of options issued during the period (in $ millions) $ 12.3 Proceeds from option sales during the period (in $ millions) $ 0.1 |
Basic and diluted earnings pe_2
Basic and diluted earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Basic and diluted earnings per share | |
Schedule of potential dilutive common shares | Three months ended March 31, 2023 2022 Anti-dilutive ordinary share equivalents Stock options under 2014 Plans and previous plan 5,150,690 4,139,698 Non-vested RSUs and PSUs 2,772,146 2,287,969 ESPP 801 745 Total anti-dilutive ordinary share equivalents 7,923,637 6,428,412 |
CSL Behring collaboration - Nar
CSL Behring collaboration - Narrative (Details) - CSL Behring collaboration. - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Collaboration arrangements | ||
Accounts receivable | $ 4.8 | $ 2.2 |
Contract asset | $ 100 | $ 100 |
Investment securities (Details)
Investment securities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current investments: | ||
Amortized cost, as adjusted | $ 161,487 | $ 124,831 |
Gross unrealized holding losses | (277) | |
Estimated fair value | 161,210 | |
Non-current investments: | ||
Amortized cost, as adjusted | 39,984 | |
Investment securities | ||
Amortized cost, as adjusted | 164,815 | |
Gross unrealized holding losses | (326) | |
Estimated fair value | 164,489 | |
Obligations of governmental agencies | ||
Current investments: | ||
Amortized cost, as adjusted | 161,487 | 124,831 |
Gross unrealized holding losses | (277) | (283) |
Estimated fair value | $ 161,210 | 124,548 |
Non-current investments: | ||
Amortized cost, as adjusted | 39,984 | |
Gross unrealized holding losses | (43) | |
Estimated fair value | $ 39,941 |
Fair value measurement - Assets
Fair value measurement - Assets and liabilities measured on a recurring basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Assets: | |||
Restricted cash | $ 3,173 | $ 3,193 | |
Recurring Fair Value Measurements | |||
Assets: | |||
Cash and cash equivalents | 153,851 | $ 228,012 | |
Restricted cash | 3,173 | 3,161 | |
Total assets | 157,024 | 231,173 | |
Liabilities: | |||
Contingent consideration | 36,894 | 35,316 | |
Consideration for post acquisition services | 328 | 297 | |
Total liabilities | 37,222 | 35,613 | |
Recurring Fair Value Measurements | Fair value hierarchy Level 1 | |||
Assets: | |||
Cash and cash equivalents | 153,851 | 228,012 | |
Restricted cash | 3,173 | 3,161 | |
Total assets | 157,024 | 231,173 | |
Recurring Fair Value Measurements | Fair value hierarchy Level 3 | |||
Liabilities: | |||
Contingent consideration | 36,894 | 35,316 | |
Consideration for post acquisition services | 328 | 297 | |
Total liabilities | $ 37,222 | $ 35,613 |
Fair value measurement and Othe
Fair value measurement and Other non-operating (losses) / gains - Contingent Consideration (Details) $ in Thousands, € in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2023 EUR (€) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent consideration, net of current portion | $ 9,641 | $ 9,334 | |
Contingent consideration | 36,900 | ||
Current portion of contingent consideration | $ 27,253 | 25,982 | |
One hundred percent likelihood of AMT-260 advancing into clinical development | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Percentage of increase in Probability of Success | 100% | ||
Change in fair value (presented within research and development expenses) | $ 51,000 | ||
Acquisition of Corlieve | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent consideration, net of current portion | $ 36,894 | $ 35,316 | |
Percentage of increase in Probability of Success | 66% | 66% | |
Change in fair value (presented within research and development expenses) | $ 975 | ||
Currency translation effects | 603 | ||
Acquisition of Corlieve | Maximum | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent consideration payable upon achievement of contractually defined milestones | $ 194,500 | € 178.8 | |
Contingent consideration discount rate percentage | 15% | 14.40% | |
Acquisition of Corlieve | Minimum | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent consideration discount rate percentage | 14.30% | 14% |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued expenses and other current liabilities | ||
Accruals for goods received from and services provided by vendors-not yet billed | $ 10,929 | $ 11,120 |
Personnel related accruals and liabilities | 9,350 | 17,201 |
Accrued contract fulfillment costs and costs to obtain a contract | 2,250 | 2,250 |
Total | $ 22,529 | $ 30,571 |
Long-term debt (Details)
Long-term debt (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Apr. 01, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 01, 2023 | Dec. 31, 2022 | |
2018 and 2021 Amended Facility | |||||
Long-term Debt | |||||
Foreign currency loss | $ 0.7 | $ 2.1 | |||
Interest expense recorded | $ 2.4 | ||||
Restated Facility 2021 | |||||
Long-term Debt | |||||
Outstanding debt | 100 | ||||
Proceed from drew down | $ 30 | ||||
Interest rate (as a percent) | 7.95% | ||||
Back-end fees due | $ 4.9 | ||||
Amortized cost net of discount and debt issuance costs | 104.3 | $ 103.8 | |||
Interest expense recorded | $ 3.6 | ||||
Restated Facility 2021 | Prime Rate | |||||
Long-term Debt | |||||
Variable interest rate basis | 7.95% | ||||
Discount rate (as a percent) | 3.25% | ||||
Venture debt loan facility | Restated Facility 2021 | |||||
Long-term Debt | |||||
Minimum cash and cash equivalents in U.S. bank accounts | 65% | 100% | |||
Assets pledged to secure facilities by directly or indirectly | $ 631 | ||||
Assets not being pledged to secure facilities by directly or indirectly | 26 | ||||
Venture debt loan facility | Restated Facility 2021 | Corlieve Therapeutics SAS | |||||
Long-term Debt | |||||
Assets not being pledged to secure facilities by directly or indirectly | $ 85.7 | ||||
Subsequent events. | Restated Facility 2021 | |||||
Long-term Debt | |||||
Back-end fees due | $ 2.5 | ||||
Subsequent events. | Venture debt loan facility | Restated Facility 2021 | |||||
Long-term Debt | |||||
Minimum cash and cash equivalents in U.S. bank accounts | 30% |
Share-based compensation - Summ
Share-based compensation - Summary of share-based compensation expense and unrecognized costs (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2018 | Mar. 31, 2023 | Mar. 31, 2022 | |
2014 Plan | |||
Share-based compensation | |||
Share-based compensation expense | $ 8,061 | $ 6,868 | |
Unrecognized compensation costs | $ 75,542 | ||
Weighted-average remaining period for recognition (in years) | 2 years 6 months 29 days | ||
Authorized shares | 12,601,471 | ||
Employee share purchase plan (ESPP) | |||
Share-based compensation | |||
Share-based compensation expense | $ 7 | 5 | |
2014 Plans and ESPP | |||
Share-based compensation | |||
Share-based compensation expense | 8,061 | 6,868 | |
Research and development expenses | 2014 Plans and ESPP | |||
Share-based compensation | |||
Share-based compensation expense | 4,305 | 4,054 | |
Selling, general and administrative expense | 2014 Plans and ESPP | |||
Share-based compensation | |||
Share-based compensation expense | 3,732 | 2,814 | |
Cost of manufacturing services revenues | 2014 Plans and ESPP | |||
Share-based compensation | |||
Share-based compensation expense | 24 | ||
Share options | 2014 Plan | |||
Share-based compensation | |||
Unrecognized compensation costs | $ 32,390 | ||
Weighted-average remaining period for recognition (in years) | 2 years 10 months 20 days | ||
Share options | 2014 Plans and ESPP | |||
Share-based compensation | |||
Share-based compensation expense | $ 3,274 | 3,255 | |
Restricted share units ("RSUs") | 2014 Plan | |||
Share-based compensation | |||
Unrecognized compensation costs | $ 43,140 | ||
Weighted-average remaining period for recognition (in years) | 2 years 4 months 6 days | ||
Restricted share units ("RSUs") | 2014 Plans and ESPP | |||
Share-based compensation | |||
Share-based compensation expense | $ 4,630 | 3,270 | |
Performance Share Awards | 2014 Plan | |||
Share-based compensation | |||
Unrecognized compensation costs | $ 12 | ||
Weighted-average remaining period for recognition (in years) | 1 month 13 days | ||
Performance Share Awards | 2014 Plans and ESPP | |||
Share-based compensation | |||
Share-based compensation expense | $ 150 | $ 338 | |
Employee Stock | Employee share purchase plan (ESPP) | |||
Share-based compensation | |||
Ordinary shares available for issue | 150,000 | 113,565 | 123,744 |
Discounted rate for purchase of shares | 85% |
Share-based compensation - Opti
Share-based compensation - Option activity and weighted-average assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Weighted average exercise price | ||
Total weighted average grant date fair value of options issued during the period (in $ millions) | $ 12,300 | |
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options | 131 | $ 485 |
Proceeds from option sales during the period (in $ millions) | $ 100 | |
2014 Plan | ||
Weighted average exercise price | ||
Vesting period (in years) | 4 years | |
2014 Plan | Share options | ||
Options | ||
Outstanding at beginning of the period (in shares) | 4,237,917 | |
Granted (in shares) | 1,049,350 | |
Forfeited (in shares) | (74,916) | |
Expired (in shares) | (51,606) | |
Exercised (in shares) | (10,055) | |
Outstanding at end of the period (in shares) | 5,150,690 | |
Thereof, fully vested and exercisable at end of period (in shares) | 2,438,321 | |
Thereof, outstanding and expected to vest after at end of period (in shares) | 2,712,369 | |
Weighted average exercise price | ||
Outstanding at beginning of the period (in dollars per share) | $ 26.13 | |
Granted (in dollars per share) | 20.06 | |
Forfeited (in dollars per share) | 24.38 | |
Expired (in dollars per share) | 54.74 | |
Exercised (in dollars per share) | 8.64 | |
Outstanding at end of period (in dollars per share) | 24.66 | |
Thereof, fully vested and exercisable at end of period (in dollars per share) | 27.41 | |
Outstanding and expected to vest after at end of the period (in dollars per share) | $ 22.20 | |
Weighted-average assumptions used to estimate fair value of share options granted during year | ||
Expected volatility (as a percent) | 70% | 70% |
Expected terms (in years) | 10 years | 10 years |
Risk free interest rate (as a percent) | 2.12% | |
Risk free interest rate, minimum (as a percent) | 4.10% | |
Expected dividend (as a percent) | 0% | 0% |
2014 Plan | Non-executive directors | ||
Weighted average exercise price | ||
Vesting period (in years) | 1 year | |
2014 Plan | One year from grant date | ||
Weighted average exercise price | ||
Vesting percentage per year | 25% | |
Vesting period (in years) | 1 year |
Share-based compensation - RSU
Share-based compensation - RSU activity (Details) - 2014 Plan $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Other disclosure | |
Vesting period (in years) | 4 years |
Non-executive directors | |
Other disclosure | |
Vesting period (in years) | 1 year |
Restricted share units ("RSUs") | |
Number of shares | |
Non-vested at beginning of period (in shares) | shares | 1,818,774 |
Granted (in shares) | shares | 1,202,150 |
Vested (in shares) | shares | (520,046) |
Forfeited (in shares) | shares | (65,982) |
Non-vested at end of period (in shares) | shares | 2,434,896 |
Weighted average grant-date fair value | |
Non-vested at beginning of period (in dollars per share) | $ / shares | $ 20.46 |
Granted (in dollars per share) | $ / shares | 20.06 |
Vested (in dollars per share) | $ / shares | 22.86 |
Forfeited (in dollars per share) | $ / shares | 19.50 |
Non-vested at end of period (in dollars per share) | $ / shares | $ 19.78 |
Other disclosure | |
Total weighted average grant date fair value of RSUs granted during the period (in millions) | $ | $ 24.1 |
Restricted share units ("RSUs") | Non-executive directors | |
Other disclosure | |
Vesting period (in years) | 1 year |
Minimum | Restricted share units ("RSUs") | |
Other disclosure | |
Vesting period (in years) | 1 year |
Maximum | Restricted share units ("RSUs") | |
Other disclosure | |
Vesting period (in years) | 3 years |
Share-based compensation - PSU
Share-based compensation - PSU activity (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2023 Milestone $ / shares shares | Dec. 31, 2022 Milestone $ / shares shares | |
Other disclosure | |||
Service period | 1 year | 3 years | |
Performance Share Awards | |||
Other disclosure | |||
Number of Milestones Achieved | Milestone | 1 | ||
Number of Defined Milestones | Milestone | 5 | 5 | |
Number of Milestones Achievement Considered Probable | Milestone | 1 | ||
Performance Share Awards | 2014 Plan | |||
Number of shares | |||
Non-vested at beginning of period (in shares) | shares | 400,690 | ||
Vested (in shares) | shares | (46,045) | ||
Forfeited (in shares) | shares | (17,395) | ||
Non-vested at end of period (in shares) | shares | 337,250 | 400,690 | |
Weighted average grant-date fair value | |||
Non-vested at beginning of period (in dollars per share) | $ / shares | $ 28.82 | ||
Vested (in dollars per share) | $ / shares | 28.60 | ||
Forfeited (in dollars per share) | $ / shares | 26.12 | ||
Non-vested at end of period (in dollars per share) | $ / shares | $ 28.99 | $ 28.82 |
Share-based compensation - Empl
Share-based compensation - Employee Share Purchase Plan (Details) - Employee share purchase plan (ESPP) - Employee Stock - shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2018 | |
Share-based compensation | |||
Number of shares issued | 2,495 | 3,558 | |
Ordinary shares available for issue | 113,565 | 123,744 | 150,000 |
Income taxes - Effective Tax Ra
Income taxes - Effective Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Effective income tax rate | (1.50%) | (1.30%) |
Enacted tax rate | 25.80% | |
Deferred tax (benefit) expense | $ (1,207) | $ (616) |
US, France and Switzerland | ||
Deferred tax (benefit) expense | $ 600 | |
United States and France | ||
Deferred tax (benefit) expense | $ (1,200) |
Basic and diluted earnings pe_3
Basic and diluted earnings per share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Basic and diluted earnings per share | ||
Total potential dilutive ordinary shares | 7,923,637 | 6,428,412 |
ESPP | ||
Basic and diluted earnings per share | ||
Total potential dilutive ordinary shares | 801 | 745 |
Stock options | ||
Basic and diluted earnings per share | ||
Total potential dilutive ordinary shares | 5,150,690 | 4,139,698 |
Non-vested RSUs and PSUs | ||
Basic and diluted earnings per share | ||
Total potential dilutive ordinary shares | 2,772,146 | 2,287,969 |